SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                January 12, 2004

                     Performance Technologies, Incorporated

             (Exact name of registrant as specified in its charter)

 Delaware                             0-27460                      16-1158413
(State or other jurisdiction       (Commission                   (IRS Employer
      of incorporation)            File Number)              Identification No.)

205 Indigo Creek Drive, Rochester, N.Y.                             14626
(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code (585) 256-0200

(Former name or former address, if changed since last report)


<PAGE>

Item 2. Acquisition or Disposition of Assets

On January 12, 2004 the  Registrant  announced  it has entered an  agreement  to
acquire Mapletree Networks(R), Inc., a leader in digital signal processing (DSP)
products for voice over Internet Protocol (VoIP),  wireless and media processing
applications,  in a purchase  of assets  transaction.  Mapletree  Networks  will
become a fully owned operating unit of Performance  Technologies,  expanding the
company's product offering to provide comprehensive  platform  configurations to
original  equipment  manufacturers  (OEMs)  and  system  integrators.

Mapletree  Networks develops voice,  data and fax technology  solutions built on
high-performance  DSP and RISC  processors.  The core of Mapletree's  technology
offering is the award-winning and extensive UniPorte Software  Architecture(TM),
which  provides a  comprehensive  software  capability  for the  development  of
IP-based  communications  network equipment.  The UniPorte Software Architecture
and  related  DSP  hardware   highly   complements   Performance   Technologies'
IPnexus(TM) and Advanced Managed Platform products and strengthens the company's
comprehensive line of embedded systems platforms and components.

"This  acquisition will further expand  Performance  Technologies'  platform and
product offering,  enabling the company to offer nearly all necessary technology
elements  to  customers  serving our  targeted  communications,  commercial  and
military  embedded  system  markets,"  said Don  Turrell,  president  and CEO of
Performance  Technologies.  "As our customers continue to interact with a select
number of more  strategic  vendors,  a more complete  system  platform  offering
directly strengthens and expands our relationship with these companies."

The addition of the Mapletree  product line allows  Performance  Technologies to
better  participate in the VoIP market, a resurging segment fueled by the growth
of affordable  broadband and the ongoing  expansion in the wireless market.  The
total market  opportunity  for the  Mapletree  class of product was estimated at
$2.29B in 2003 (source:  InStat  Research,  Forward  Concepts),  and Performance
Technologies estimates the ability to compete for opportunities in 20 percent of
that  market.  Sources  also  predict a compound  annual  market  growth in this
segment to be greater than 40 percent through 2006. The  acquisition  provides a
substantial  increase in the current served market for the expanded  Performance
Technologies product line.

"By joining Performance Technologies,  we are able to provide our customers with
an increased product selection,  added services and support, and an even greater
level of vendor  confidence,"  said Sean Aruda,  president  and CEO of Mapletree
Networks.  "Additionally, our technology solutions are an excellent fit with the
Performance  Technologies  IPnexus  platform  products and  collectively  create
significant new market opportunities for the newly combined company."

Completion of the  transaction  is expected on or before  January 31, 2004 for a
total  cash  consideration  up to $8.25  million,  which  includes  a  potential
contingent earn-out component of approximately 30 percent. Once completed,  this
new business  unit of  Performance  Technologies  will continue  management  and
engineering operations in its Norwood,  Massachusetts facility, with engineering
operations  in  Toronto,  Canada and sales  offices  in San  Diego,  California,
Cambridgeshire, U.K. and Beijing, China.

A conference call will be held on Tuesday, January 13, 2004 at 11:00 a.m. EST to
discuss the details of this announcement. All interested institutional investors
can participate by dialing  888-423-7081.  The conference call will be available
for all other investors simultaneously at 888-701-8678. The conference ID number
is 4942344. A digital recording will be available two hours after the completion
of the  conference  call from January 13, 2004 to January 16,  2004.  To access,
U.S./Canada  participants  should  dial  800-642-1687,  and  international/local
participants  should dial  706-645-9291  and enter the conference ID 4942344.  A
live  Webcast  of the  conference  call  will be  available  on the  Performance
Technologies  web site  (www.pt.com).  The Webcast  will be archived to the site
within two hours after the completion of the call.

About Performance Technologies

Performance  Technologies  (Nasdaq NM:  PTIX) is a leading  developer of unified
embedded computing products and system-level  solutions for the  communications,
military and  commercial  markets.  Serving the industry for over 20 years,  our
packet-based  products enable  equipment  manufacturers  and carriers to provide
highly available and fully-managed systems with time-to-market,  performance and
cost advantages.

Performance  Technologies is  headquartered in Rochester,  New York.  Additional
operational  and  engineering  facilities  are located in San Diego and San Luis
Obispo, California and Ottawa , Canada. For more information, visit www.pt.com.

Forward Looking Statements

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for   certain   forward-looking   statements.   This  press   release   contains
forward-looking  statements  which  reflect  the  Company's  current  views with
respect  to future  events and  financial  performance,  within  the  meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act of 1934 and is  subject  to the safe  harbor  provisions  of those
Sections.

These forward-looking  statements are subject to certain risks and uncertainties
and the Company's actual results could differ materially from those discussed in
the forward-looking  statements.  These risks and uncertainties  include,  among
other factors,  general  business and economic  conditions,  rapid or unexpected
changes in  technologies,  cancellation  or delay of customer  orders  including
those relating to design wins,  changes in the product or customer mix of sales,
delays in new product  development,  customer  acceptance  of new  products  and
customer delays in qualification of products. These statements should be read in
conjunction  with the  audited  Consolidated  Financial  Statements,  the  Notes
thereto,  and  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations of the Company as of December 31, 2002, as reported in its
Annual Report on Form 10-K and other  documents as filed with the Securities and
Exchange Commission.

Note to Editors:  Brand or product names are registered trademarks or trademarks
of their respective holders.
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                January 12, 2004

                     Performance Technologies, Incorporated

             (Exact name of registrant as specified in its charter)

 Delaware                             0-27460                      16-1158413
(State or other jurisdiction       (Commission                   (IRS Employer
      of incorporation)            File Number)              Identification No.)

205 Indigo Creek Drive, Rochester, N.Y.                             14626
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code (585) 256-0200

(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets

On January 12, 2004 the  Registrant  announced  it has entered an  agreement  to
acquire Mapletree Networks(R), Inc., a leader in digital signal processing (DSP)
products for voice over Internet Protocol (VoIP),  wireless and media processing
applications,  in a purchase  of assets  transaction.  Mapletree  Networks  will
become a fully owned operating unit of Performance  Technologies,  expanding the
company's product offering to provide comprehensive  platform  configurations to
original  equipment  manufacturers  (OEMs)  and  system  integrators.

Mapletree  Networks develops voice,  data and fax technology  solutions built on
high-performance  DSP and RISC  processors.  The core of Mapletree's  technology
offering is the award-winning and extensive UniPorte Software  Architecture(TM),
which  provides a  comprehensive  software  capability  for the  development  of
IP-based  communications  network equipment.  The UniPorte Software Architecture
and  related  DSP  hardware   highly   complements   Performance   Technologies'
IPnexus(TM) and Advanced Managed Platform products and strengthens the company's
comprehensive line of embedded systems platforms and components.

"This  acquisition will further expand  Performance  Technologies'  platform and
product offering,  enabling the company to offer nearly all necessary technology
elements  to  customers  serving our  targeted  communications,  commercial  and
military  embedded  system  markets,"  said Don  Turrell,  president  and CEO of
Performance  Technologies.  "As our customers continue to interact with a select
number of more  strategic  vendors,  a more complete  system  platform  offering
directly strengthens and expands our relationship with these companies."

The addition of the Mapletree  product line allows  Performance  Technologies to
better  participate in the VoIP market, a resurging segment fueled by the growth
of affordable  broadband and the ongoing  expansion in the wireless market.  The
total market  opportunity  for the  Mapletree  class of product was estimated at
$2.29B in 2003 (source:  InStat  Research,  Forward  Concepts),  and Performance
Technologies estimates the ability to compete for opportunities in 20 percent of
that  market.  Sources  also  predict a compound  annual  market  growth in this
segment to be greater than 40 percent through 2006. The  acquisition  provides a
substantial  increase in the current served market for the expanded  Performance
Technologies product line.

"By joining Performance Technologies,  we are able to provide our customers with
an increased product selection,  added services and support, and an even greater
level of vendor  confidence,"  said Sean Aruda,  president  and CEO of Mapletree
Networks.  "Additionally, our technology solutions are an excellent fit with the
Performance  Technologies  IPnexus  platform  products and  collectively  create
significant new market opportunities for the newly combined company."

Completion of the  transaction  is expected on or before  January 31, 2004 for a
total  cash  consideration  up to $8.25  million,  which  includes  a  potential
contingent earn-out component of approximately 30 percent. Once completed,  this
new business  unit of  Performance  Technologies  will continue  management  and
engineering operations in its Norwood,  Massachusetts facility, with engineering
operations  in  Toronto,  Canada and sales  offices  in San  Diego,  California,
Cambridgeshire, U.K. and Beijing, China.

A conference call will be held on Tuesday, January 13, 2004 at 11:00 a.m. EST to
discuss the details of this announcement. All interested institutional investors
can participate by dialing  888-423-7081.  The conference call will be available
for all other investors simultaneously at 888-701-8678. The conference ID number
is 4942344. A digital recording will be available two hours after the completion
of the  conference  call from January 13, 2004 to January 16,  2004.  To access,
U.S./Canada  participants  should  dial  800-642-1687,  and  international/local
participants  should dial  706-645-9291  and enter the conference ID 4942344.  A
live  Webcast  of the  conference  call  will be  available  on the  Performance
Technologies  web site  (www.pt.com).  The Webcast  will be archived to the site
within two hours after the completion of the call.

About Performance Technologies

Performance  Technologies  (Nasdaq NM:  PTIX) is a leading  developer of unified
embedded computing products and system-level  solutions for the  communications,
military and  commercial  markets.  Serving the industry for over 20 years,  our
packet-based  products enable  equipment  manufacturers  and carriers to provide
highly available and fully-managed systems with time-to-market,  performance and
cost advantages.

Performance  Technologies is  headquartered in Rochester,  New York.  Additional
operational  and  engineering  facilities  are located in San Diego and San Luis
Obispo, California and Ottawa , Canada. For more information, visit www.pt.com.

Forward Looking Statements

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for   certain   forward-looking   statements.   This  press   release   contains
forward-looking  statements  which  reflect  the  Company's  current  views with
respect  to future  events and  financial  performance,  within  the  meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act of 1934 and is  subject  to the safe  harbor  provisions  of those
Sections.

These forward-looking  statements are subject to certain risks and uncertainties
and the Company's actual results could differ materially from those discussed in
the forward-looking  statements.  These risks and uncertainties  include,  among
other factors,  general  business and economic  conditions,  rapid or unexpected
changes in  technologies,  cancellation  or delay of customer  orders  including
those relating to design wins,  changes in the product or customer mix of sales,
delays in new product  development,  customer  acceptance  of new  products  and
customer delays in qualification of products. These statements should be read in
conjunction  with the  audited  Consolidated  Financial  Statements,  the  Notes
thereto,  and  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations of the Company as of December 31, 2002, as reported in its
Annual Report on Form 10-K and other  documents as filed with the Securities and
Exchange Commission.

Note to Editors:  Brand or product names are registered trademarks or trademarks
of their respective holders.