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)         September 19, 2002


Performance Technologies, Incorporated
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)


        Delaware                     0-27460                     16-1158413
--------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission                   (IRS Employer
of Incorporation)                   File Number)            Identification No.)


205 Indigo Creek Drive, Rochester, New York                       14626
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)


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



   N.A.
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)


<PAGE>

Item 5. Other

     On September 19, 2002 the Registrant  completed an agreement to invest $1.5
million in Momentum  Computer,  Inc.,  a developer of  specialized  single board
computer solutions for the data communications,  telecom, military and aerospace
markets.

     "This is an  excellent  opportunity  to  invest in an early  stage  company
addressing  a  specific   segment  of  the  embedded  market  that  we  feel  is
underserved,"   said  Donald   Turrell,   president   and  CEO  of   Performance
Technologies.  "We chose to invest in  Momentum  because its  management  has an
excellent  track  record  of  identifying  emerging  opportunities  and  meeting
specific customer requirements through ongoing innovation."

     Momentum Computer develops specialized single board computer products based
on  MIPS,  PowerPC  and  UltraSPARC  CPU  architectures.  The  company  fills an
important need in the embedded platform market by offering a quick turnaround on
design and  delivery  of custom  processor  and  high-performance  I/O  modules.
Momentum's  product  line is  closely  aligned  but  does not  compete  with the
existing  Performance  Technologies  embedded  switching,  access and  signaling
products, or the Ziatech Intel-based single board computer products, which are a
new addition to  Performance  Technologies  as part of the upcoming  acquisition
from Intel.

     Based on the terms of this agreement,  Performance  Technologies will own a
$1.5  million  minority  interest in Momentum  Computer  and will lend  Momentum
Computer  $1 million to be used for  working  capital  to  advance  its  current
product lines and to grow the company.  Performance  Technologies has the option
to acquire the remaining ownership of Momentum during a future specified period.

     "An  investment   from  a  highly   reputable   company  like   Performance
Technologies provides Momentum with additional resources to continue its growth,
and, more importantly,  it provides  Momentum's  customers the assurance of long
term stability," said Harry L. White,  president of Momentum Computer.  "This is
always  an  issue  for  small  companies  dealing  with  larger  firms,  and our
relationship with Performance Technologies removes that selling obstacle."

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, 2001, as reported in
its Annual Report on Form 10-K and other  documents as filed with the Securities
and Exchange Commission.

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereto duly authorized.

                     Performance Technologies, Incorporated

September 25, 2002                 By:       /s/ Donald L. Turrell
                                   -----------------------------------
                                          Donald L. Turrell
                                          President and Chief Executive Officer

September 25, 2002                 By:       /s/ Dorrance W. Lamb
                                   -----------------------------------
                                          Dorrance W. Lamb
                                          Vice President of Finance
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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)         September 19, 2002

Performance Technologies, Incorporated
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

        Delaware                     0-27460                     16-1158413
--------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission                   (IRS Employer
of Incorporation)                   File Number)            Identification No.)

205 Indigo Creek Drive, Rochester, New York                       14626
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

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

   N.A.
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other

     On September 19, 2002 the Registrant  completed an agreement to invest $1.5
million in Momentum  Computer,  Inc.,  a developer of  specialized  single board
computer solutions for the data communications,  telecom, military and aerospace
markets.

     "This is an  excellent  opportunity  to  invest in an early  stage  company
addressing  a  specific   segment  of  the  embedded  market  that  we  feel  is
underserved,"   said  Donald   Turrell,   president   and  CEO  of   Performance
Technologies.  "We chose to invest in  Momentum  because its  management  has an
excellent  track  record  of  identifying  emerging  opportunities  and  meeting
specific customer requirements through ongoing innovation."

     Momentum Computer develops specialized single board computer products based
on  MIPS,  PowerPC  and  UltraSPARC  CPU  architectures.  The  company  fills an
important need in the embedded platform market by offering a quick turnaround on
design and  delivery  of custom  processor  and  high-performance  I/O  modules.
Momentum's  product  line is  closely  aligned  but  does not  compete  with the
existing  Performance  Technologies  embedded  switching,  access and  signaling
products, or the Ziatech Intel-based single board computer products, which are a
new addition to  Performance  Technologies  as part of the upcoming  acquisition
from Intel.

     Based on the terms of this agreement,  Performance  Technologies will own a
$1.5  million  minority  interest in Momentum  Computer  and will lend  Momentum
Computer  $1 million to be used for  working  capital  to  advance  its  current
product lines and to grow the company.  Performance  Technologies has the option
to acquire the remaining ownership of Momentum during a future specified period.

     "An  investment   from  a  highly   reputable   company  like   Performance
Technologies provides Momentum with additional resources to continue its growth,
and, more importantly,  it provides  Momentum's  customers the assurance of long
term stability," said Harry L. White,  president of Momentum Computer.  "This is
always  an  issue  for  small  companies  dealing  with  larger  firms,  and our
relationship with Performance Technologies removes that selling obstacle."

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, 2001, as reported in
its Annual Report on Form 10-K and other  documents as filed with the Securities
and Exchange Commission.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereto duly authorized.

                     Performance Technologies, Incorporated

September 25, 2002                 By:       /s/ Donald L. Turrell
                                   -----------------------------------
                                          Donald L. Turrell
                                          President and Chief Executive Officer

September 25, 2002                 By:       /s/ Dorrance W. Lamb
                                   -----------------------------------
                                          Dorrance W. Lamb
                                          Vice President of Finance