UNITED STATES

                       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): July 23, 2003


                     PERFORMANCE TECHNOLOGIES, INCORPORATED
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)

          0-27460                                      16-1158413
  (Commission File Number)                 (I.R.S. Employer Identification No.)



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

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


                                (Not Applicable)
         (Former name or former address, if changed since last report)


<PAGE>
Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)        Exhibits.

           (99.1) Press release issued by Performance Technologies, Incorporated
                  on July 23, 2003.

Item 12.   Results of Operations and Financial Condition.

           On July 23, 2003, Performance  Technologies,  Incorporated  announced
its results of operations for the quarter and six months ended June 30, 2003.  A
copy of the related  press  release is being  furnished  as Exhibit 99.1 to this
Form 8-K.


                                   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 hereunto duly authorized.

                     PERFORMANCE TECHNOLOGIES, INCORPORATED


July 23, 2003                                  By:/s/   Donald L. Turrell
                                                  -----------------------------
                                                          Donald L. Turrell
                                                            President and
                                                        Chief Executive Officer


July 23, 2003                                  By:/s/   Dorrance W.Lamb
                                                  -----------------------------
                                                          Dorrance W. Lamb
                                                    Chief Financial Officer and
                                                      Vice President, Finance
<PAGE>

For more information contact:                                      Exhibit 99.1
Dorrance W. Lamb
Chief Financial Officer
Performance Technologies
585-256-0200 ext. 276
http://www.pt.com
finance@pt.com


             Performance Technologies Reports Continued Revenue and
                       Profit Growth in the Second Quarter


                  "14% Revenue Growth over First Quarter and a
                   91% Increase over the Second Quarter 2002"


ROCHESTER,  NY - July 23, 2003 --  Performance  Technologies,  Inc.  (Nasdaq NM:
PTIX),  a leading  developer of embedded  computing  products  and  system-level
solutions  for  the  communications,  military  and  commercial  markets,  today
announced financial results for the second quarter 2003.

Revenue in the second quarter 2003 was $12.6  million,  compared to $6.6 million
in the  second  quarter  2002.  For the  second  quarter  2003,  the  results of
operations  include the Computing  Products  Group acquired in October 2002. Net
income for the second quarter 2003 amounted to $.7 million,  or $.06 per diluted
share, compared to $.4 million, or $.03 per diluted share for the second quarter
2002, based on 12.4 million shares outstanding for each quarter.

Revenue for the six months  ended June 30, 2003 was $23.7  million,  compared to
$13.0 million in the corresponding period a year earlier. Net income amounted to
$1.0 million,  or $.08 per diluted share for the first six months 2003, based on
12.3  million  shares  outstanding.  Net income  for the first six  months  2002
amounted to $.8 million, or $.06 per diluted share including expenses associated
with a  restructuring  charge  recorded in the first  quarter  amounting  to $.2
million  (pre-tax),  or $.01 per  diluted  share.  Excluding  the  restructuring
charge,  net income for the first six months 2002  amounted to $.9  million,  or
$.07 per diluted share, based on 12.5 million shares outstanding.

Cash and  marketable  securities  amounted  to $24.0  million at June 30,  2003,
compared to $24.1 million at the end of 2002,  and no long-term  debt existed at
either date.

The  following  contains  forward-looking  statements  within the meaning of the
Securities Act of 1933 and Securities Exchange Act of 1934 and is subject to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

With the Computing  Products  Group  acquisition  in October  2002,  the Company
substantially  broadened  its product  offering to include  computing and system
platform  products,   and  more  than  doubled  its  addressable   market.  More
importantly, this acquisition enabled the Company to elevate its market position
as a more  complete  supplier  to its  customers.  Furthermore,  a new  business
strategy was defined  following the acquisition  that  management  believes will
continue  to  drive  the   Company's   growth.   This   strategy  is  to  supply
"comprehensive" embedded system platforms incorporating multiple components from
the Company's product portfolio.
<PAGE>

Performance  Technologies  Reports Continued  Revenue and Profit  Growth in  the
Second Quarter Page 2

"The benefits of the Company's new business strategy are more evident and we are
confident that there is  considerable  opportunity to improve our future top and
bottom line  performance,"  said Donald  Turrell,  President and Chief Executive
Officer.  "Nine months after embarking on this expanded strategy, the Company is
realizing a number of  measurable  benefits  with  customers  and our  financial
performance is improving."

There are clear  indications that Performance  Technologies'  products are being
evaluated  for  new  programs  earlier  in the  customer's  design  cycle.  This
increases the opportunity  for  "pull-through"  of the Company's  entire product
line of network  access,  switching and signaling  products into the  customer's
final product design.  One clear example of the success and growth  potential of
this strategy is the Company's recent  announcement of the Stratus  Technologies
design win. This customer  transitioned  from  considering  one of the Company's
products before the Ziatech  acquisition,  to designing  their  next-generation,
high availability  communications server solution with four distinct Performance
Technologies  products.  It was the  Company's  expanded  product  capabilities,
combined  with our ability to assure  system  interoperability  that resulted in
this significant design win.

Other measurable results of the new business strategy are revenue growth, margin
improvement  and enhanced  profitability  that the Company  realized  during the
second  quarter.  The  organization  is focused on the  continuation of this new
momentum.  In addition,  management continues to aggressively seek opportunities
to add acquired elements, products and technologies to its current capability.

Guidance

The Company's products are integrated into current and next-generation  embedded
systems infrastructure. Traditionally, design wins have been an important metric
for  management to judge the Company's  product  acceptance in its  marketplace.
Typically,  design wins reach  production  volumes at varying  rates,  generally
beginning  twelve to eighteen  months after the design win occurs.  A variety of
risks such as schedule delays, cancellations and changes in customer markets and
economic  conditions  can  adversely  affect a design win before  production  is
reached or during  deployment.  While management still believes that design wins
are an important  metric in  evaluating  the market  acceptance of the Company's
products,  unfortunately as the economy slowed in 2001 and 2002, fewer customers
were doing new design  activity,  and a smaller number of these design wins were
moving into production than in the past. In addition,  during difficult economic
periods,  frequently a substantial  portion of the Company's  revenue is derived
from  orders  placed  within the  quarter  and shipped in the final month of the
quarter.

In the Company's target markets,  capital spending  appeared to stabilize during
the fourth  quarter 2002, and beginning in 2003 certain  customers  appear to be
moving projects toward production.  However,  overall,  new project  development
culminating in actual design wins in the quarter was still sluggish.  During the
second quarter 2003, the Company  realized two new design wins for its IPnexusTM
(including  rebranded  ZiatechTM  products) and SEGwayTM  product  families.  In
addition, forward-looking visibility in the market is still limited.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $12.5 million to $13.5 million in
the third quarter 2003.  Gross margin is expected to be  approximately  47.5% to
49.5% and diluted  earnings  per share for the third  quarter are expected to be
between $.05 and $.09.  The  effective  income tax rate for the third quarter is
assumed to be 31%.

More in-depth  discussions of the Company's  strategy and financial  performance
can be found in the Company's recent Annual and Quarterly Reports,  on Form 10-K
and Form 10-Q, as filed with the Securities and Exchange Commission.
<PAGE>

Performance  Technologies  Reports  Continued  Revenue  and Profit Growth in the
Second Quarter Page 3

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.

                                      ####

A conference  call will be held on Thursday,  July 24, 2003 at 10:00 a.m. EDT to
discuss the Company's  financial  performance  for the second  quarter 2003. All
interested  institutional  investors can  participate in the conference  call by
dialing   (888)   423-7081.   The   conference   call  will  also  be  available
simultaneously  for all other  investors at (888)  701-8678.  The  conference ID
number is 1703356.  A digital  recording  will be available  two hours after the
completion of the  conference  from July 24 through 26, 2003. To access  Encore,
US/Canada  participants  should dial (800)  642-1687 or for  International/Local
participants,  dial (706) 645-9291 and enter the  conference ID 1703356.  A live
Webcast  of the  conference  call  will  also be  available  on the  Performance
Technologies  Web site at  www.pt.com.  The Webcast  will be archived to the Web
site within two hours after the completion of the call.


<PAGE>


             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                               ASSETS


                                                      June 30,      December 31,
                                                        2003            2002
                                                   -------------- --------------
                                                    (unaudited)

Current assets:
  Cash and cash equivalents                         $23,994,000     $22,077,000
  Marketable securities                                               2,006,000
  Accounts receivable                                 5,617,000       6,622,000
  Inventories                                         7,810,000       4,550,000
  Prepaid expenses and other assets                     360,000         942,000
  Deferred taxes                                      1,626,000       1,574,000
                                                   -------------- --------------
       Total current assets                          39,407,000      37,771,000

Property, equipment and improvements                  2,815,000       3,012,000
Software development costs                            2,207,000       2,068,000
Note receivable from unconsolidated company           1,000,000       1,000,000
Investment in unconsolidated company                  1,202,000       1,353,000
                                                   -------------- --------------

       Total assets                                 $46,631,000     $45,204,000
                                                   ============== ==============





                                            LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable                                  $ 2,661,000     $ 1,926,000
  Income taxes payable                                  650,000         502,000
  Accrued expenses                                    2,884,000       3,213,000
                                                   -------------- --------------
       Total current liabilities                      6,195,000       5,641,000

Deferred taxes                                          774,000         754,000
                                                   -------------- --------------
       Total liabilities                              6,969,000       6,395,000
                                                   -------------- --------------

Stockholders' equity:
  Preferred stock
  Common stock                                          133,000         133,000
  Additional paid-in capital                         10,890,000      10,961,000
  Retained earnings                                  41,526,000      40,565,000
  Treasury stock                                    (12,825,000)    (12,782,000)
  Accumulated other comprehensive loss                  (62,000)        (68,000)
                                                   -------------- --------------
       Total stockholders' equity                    39,662,000      38,809,000
                                                   -------------- --------------
       Total liabilities and stockholders' equity   $46,631,000     $45,204,000
                                                   ============== ==============

<PAGE>

             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (unaudited)
<TABLE>
<S>                                                      <C>                <C>               <C>                  <C>



                                                            Three Months Ended                      Six Months Ended
                                                                 June 30,                               June 30,
                                                         2003               2002                2003               2002
                                                    ----------------   ----------------    ---------------    ----------------

Sales                                                   $12,636,000         $6,619,000        $23,675,000         $13,026,000
Cost of goods sold                                        6,510,000          2,676,000         12,546,000           5,328,000
                                                    ----------------   ----------------    ---------------    ----------------
Gross profit                                              6,126,000          3,943,000         11,129,000           7,698,000
                                                    ----------------   ----------------    ---------------    ----------------

Operating expenses:
  Selling and marketing                                   1,446,000          1,210,000          2,808,000           2,273,000
  Research and development                                2,471,000          1,683,000          4,778,000           3,181,000
  General and administrative                              1,199,000            582,000          2,262,000           1,159,000
  Restructuring charge                                                                                                163,000
                                                    ----------------   ----------------    ---------------    ---------------
       Total operating expenses                           5,116,000          3,475,000          9,848,000           6,776,000
                                                    ----------------   ----------------    ---------------    ---------------
Income from operations                                    1,010,000            468,000          1,281,000             922,000

Other income, net                                           127,000            121,000            254,000             237,000
                                                    ----------------   ----------------    ---------------    ----------------
Income before income taxes and equity in
   loss of unconsolidated company                         1,137,000            589,000          1,535,000           1,159,000

Income tax provision                                        352,000            182,000            476,000             359,000
                                                    ----------------   ----------------    ---------------    ----------------
Income before equity in loss of
   unconsolidated company                                   785,000            407,000          1,059,000             800,000

Equity in loss of unconsolidated
   company, net of tax                                      (81,000)                              (98,000)
                                                    ----------------   ----------------    ---------------    ----------------
       Net income                                       $   704,000         $  407,000        $   961,000         $   800,000
                                                    ================   ================    ===============    ===============


Basic earnings per share                                $       .06         $      .03        $       .08         $       .07
                                                    ================   ================    ===============    ================

Weighted average common shares                           12,192,000         12,261,000         12,212,000          12,249,000
                                                    ================   ================    ===============    ================

Diluted earnings per share                              $       .06         $      .03        $       .08         $       .06
                                                    ================   ================    ===============    ================


Weighted average common and
  common equivalent shares                               12,429,000         12,385,000         12,332,000          12,468,000
                                                    ===============    ================    ===============    ===============

</TABLE>
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UNITED STATES

                       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): July 23, 2003

                     PERFORMANCE TECHNOLOGIES, INCORPORATED
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

          0-27460                                      16-1158413
  (Commission File Number)                 (I.R.S. Employer Identification No.)

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

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

                                (Not Applicable)
         (Former name or former address, if changed since last report)
Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)        Exhibits.

           (99.1) Press release issued by Performance Technologies, Incorporated
                  on July 23, 2003.

Item 12.   Results of Operations and Financial Condition.

           On July 23, 2003, Performance  Technologies,  Incorporated  announced
its results of operations for the quarter and six months ended June 30, 2003.  A
copy of the related  press  release is being  furnished  as Exhibit 99.1 to this
Form 8-K.

                                   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 hereunto duly authorized.

                     PERFORMANCE TECHNOLOGIES, INCORPORATED

July 23, 2003                                  By:/s/   Donald L. Turrell
                                                  -----------------------------
                                                          Donald L. Turrell
                                                            President and
                                                        Chief Executive Officer

July 23, 2003                                  By:/s/   Dorrance W.Lamb
                                                  -----------------------------
                                                          Dorrance W. Lamb
                                                    Chief Financial Officer and
                                                      Vice President, Finance
For more information contact:                                      Exhibit 99.1
Dorrance W. Lamb
Chief Financial Officer
Performance Technologies
585-256-0200 ext. 276
http://www.pt.com
finance@pt.com

             Performance Technologies Reports Continued Revenue and
                       Profit Growth in the Second Quarter

                  "14% Revenue Growth over First Quarter and a
                   91% Increase over the Second Quarter 2002"

ROCHESTER,  NY - July 23, 2003 --  Performance  Technologies,  Inc.  (Nasdaq NM:
PTIX),  a leading  developer of embedded  computing  products  and  system-level
solutions  for  the  communications,  military  and  commercial  markets,  today
announced financial results for the second quarter 2003.

Revenue in the second quarter 2003 was $12.6  million,  compared to $6.6 million
in the  second  quarter  2002.  For the  second  quarter  2003,  the  results of
operations  include the Computing  Products  Group acquired in October 2002. Net
income for the second quarter 2003 amounted to $.7 million,  or $.06 per diluted
share, compared to $.4 million, or $.03 per diluted share for the second quarter
2002, based on 12.4 million shares outstanding for each quarter.

Revenue for the six months  ended June 30, 2003 was $23.7  million,  compared to
$13.0 million in the corresponding period a year earlier. Net income amounted to
$1.0 million,  or $.08 per diluted share for the first six months 2003, based on
12.3  million  shares  outstanding.  Net income  for the first six  months  2002
amounted to $.8 million, or $.06 per diluted share including expenses associated
with a  restructuring  charge  recorded in the first  quarter  amounting  to $.2
million  (pre-tax),  or $.01 per  diluted  share.  Excluding  the  restructuring
charge,  net income for the first six months 2002  amounted to $.9  million,  or
$.07 per diluted share, based on 12.5 million shares outstanding.

Cash and  marketable  securities  amounted  to $24.0  million at June 30,  2003,
compared to $24.1 million at the end of 2002,  and no long-term  debt existed at
either date.

The  following  contains  forward-looking  statements  within the meaning of the
Securities Act of 1933 and Securities Exchange Act of 1934 and is subject to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

With the Computing  Products  Group  acquisition  in October  2002,  the Company
substantially  broadened  its product  offering to include  computing and system
platform  products,   and  more  than  doubled  its  addressable   market.  More
importantly, this acquisition enabled the Company to elevate its market position
as a more  complete  supplier  to its  customers.  Furthermore,  a new  business
strategy was defined  following the acquisition  that  management  believes will
continue  to  drive  the   Company's   growth.   This   strategy  is  to  supply
"comprehensive" embedded system platforms incorporating multiple components from
the Company's product portfolio.
Performance  Technologies  Reports Continued  Revenue and Profit  Growth in  the
Second Quarter Page 2

"The benefits of the Company's new business strategy are more evident and we are
confident that there is  considerable  opportunity to improve our future top and
bottom line  performance,"  said Donald  Turrell,  President and Chief Executive
Officer.  "Nine months after embarking on this expanded strategy, the Company is
realizing a number of  measurable  benefits  with  customers  and our  financial
performance is improving."

There are clear  indications that Performance  Technologies'  products are being
evaluated  for  new  programs  earlier  in the  customer's  design  cycle.  This
increases the opportunity  for  "pull-through"  of the Company's  entire product
line of network  access,  switching and signaling  products into the  customer's
final product design.  One clear example of the success and growth  potential of
this strategy is the Company's recent  announcement of the Stratus  Technologies
design win. This customer  transitioned  from  considering  one of the Company's
products before the Ziatech  acquisition,  to designing  their  next-generation,
high availability  communications server solution with four distinct Performance
Technologies  products.  It was the  Company's  expanded  product  capabilities,
combined  with our ability to assure  system  interoperability  that resulted in
this significant design win.

Other measurable results of the new business strategy are revenue growth, margin
improvement  and enhanced  profitability  that the Company  realized  during the
second  quarter.  The  organization  is focused on the  continuation of this new
momentum.  In addition,  management continues to aggressively seek opportunities
to add acquired elements, products and technologies to its current capability.

Guidance

The Company's products are integrated into current and next-generation  embedded
systems infrastructure. Traditionally, design wins have been an important metric
for  management to judge the Company's  product  acceptance in its  marketplace.
Typically,  design wins reach  production  volumes at varying  rates,  generally
beginning  twelve to eighteen  months after the design win occurs.  A variety of
risks such as schedule delays, cancellations and changes in customer markets and
economic  conditions  can  adversely  affect a design win before  production  is
reached or during  deployment.  While management still believes that design wins
are an important  metric in  evaluating  the market  acceptance of the Company's
products,  unfortunately as the economy slowed in 2001 and 2002, fewer customers
were doing new design  activity,  and a smaller number of these design wins were
moving into production than in the past. In addition,  during difficult economic
periods,  frequently a substantial  portion of the Company's  revenue is derived
from  orders  placed  within the  quarter  and shipped in the final month of the
quarter.

In the Company's target markets,  capital spending  appeared to stabilize during
the fourth  quarter 2002, and beginning in 2003 certain  customers  appear to be
moving projects toward production.  However,  overall,  new project  development
culminating in actual design wins in the quarter was still sluggish.  During the
second quarter 2003, the Company  realized two new design wins for its IPnexusTM
(including  rebranded  ZiatechTM  products) and SEGwayTM  product  families.  In
addition, forward-looking visibility in the market is still limited.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $12.5 million to $13.5 million in
the third quarter 2003.  Gross margin is expected to be  approximately  47.5% to
49.5% and diluted  earnings  per share for the third  quarter are expected to be
between $.05 and $.09.  The  effective  income tax rate for the third quarter is
assumed to be 31%.

More in-depth  discussions of the Company's  strategy and financial  performance
can be found in the Company's recent Annual and Quarterly Reports,  on Form 10-K
and Form 10-Q, as filed with the Securities and Exchange Commission.
Performance  Technologies  Reports  Continued  Revenue  and Profit Growth in the
Second Quarter Page 3

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.

                                      ####

A conference  call will be held on Thursday,  July 24, 2003 at 10:00 a.m. EDT to
discuss the Company's  financial  performance  for the second  quarter 2003. All
interested  institutional  investors can  participate in the conference  call by
dialing   (888)   423-7081.   The   conference   call  will  also  be  available
simultaneously  for all other  investors at (888)  701-8678.  The  conference ID
number is 1703356.  A digital  recording  will be available  two hours after the
completion of the  conference  from July 24 through 26, 2003. To access  Encore,
US/Canada  participants  should dial (800)  642-1687 or for  International/Local
participants,  dial (706) 645-9291 and enter the  conference ID 1703356.  A live
Webcast  of the  conference  call  will  also be  available  on the  Performance
Technologies  Web site at  www.pt.com.  The Webcast  will be archived to the Web
site within two hours after the completion of the call.
PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                               ASSETS

                                                      June 30,      December 31,
                                                        2003            2002
                                                   -------------- --------------
                                                    (unaudited)

Current assets:
  Cash and cash equivalents                         $23,994,000     $22,077,000
  Marketable securities                                               2,006,000
  Accounts receivable                                 5,617,000       6,622,000
  Inventories                                         7,810,000       4,550,000
  Prepaid expenses and other assets                     360,000         942,000
  Deferred taxes                                      1,626,000       1,574,000
                                                   -------------- --------------
       Total current assets                          39,407,000      37,771,000

Property, equipment and improvements                  2,815,000       3,012,000
Software development costs                            2,207,000       2,068,000
Note receivable from unconsolidated company           1,000,000       1,000,000
Investment in unconsolidated company                  1,202,000       1,353,000
                                                   -------------- --------------

       Total assets                                 $46,631,000     $45,204,000
                                                   ============== ==============

                                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                  $ 2,661,000     $ 1,926,000
  Income taxes payable                                  650,000         502,000
  Accrued expenses                                    2,884,000       3,213,000
                                                   -------------- --------------
       Total current liabilities                      6,195,000       5,641,000

Deferred taxes                                          774,000         754,000
                                                   -------------- --------------
       Total liabilities                              6,969,000       6,395,000
                                                   -------------- --------------

Stockholders' equity:
  Preferred stock
  Common stock                                          133,000         133,000
  Additional paid-in capital                         10,890,000      10,961,000
  Retained earnings                                  41,526,000      40,565,000
  Treasury stock                                    (12,825,000)    (12,782,000)
  Accumulated other comprehensive loss                  (62,000)        (68,000)
                                                   -------------- --------------
       Total stockholders' equity                    39,662,000      38,809,000
                                                   -------------- --------------
       Total liabilities and stockholders' equity   $46,631,000     $45,204,000
                                                   ============== ==============
PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (unaudited)
Three Months Ended                      Six Months Ended
                                                                 June 30,                               June 30,
                                                         2003               2002                2003               2002
                                                    ----------------   ----------------    ---------------    ----------------

Sales                                                   $12,636,000         $6,619,000        $23,675,000         $13,026,000
Cost of goods sold                                        6,510,000          2,676,000         12,546,000           5,328,000
                                                    ----------------   ----------------    ---------------    ----------------
Gross profit                                              6,126,000          3,943,000         11,129,000           7,698,000
                                                    ----------------   ----------------    ---------------    ----------------

Operating expenses:
  Selling and marketing                                   1,446,000          1,210,000          2,808,000           2,273,000
  Research and development                                2,471,000          1,683,000          4,778,000           3,181,000
  General and administrative                              1,199,000            582,000          2,262,000           1,159,000
  Restructuring charge                                                                                                163,000
                                                    ----------------   ----------------    ---------------    ---------------
       Total operating expenses                           5,116,000          3,475,000          9,848,000           6,776,000
                                                    ----------------   ----------------    ---------------    ---------------
Income from operations                                    1,010,000            468,000          1,281,000             922,000

Other income, net                                           127,000            121,000            254,000             237,000
                                                    ----------------   ----------------    ---------------    ----------------
Income before income taxes and equity in
   loss of unconsolidated company                         1,137,000            589,000          1,535,000           1,159,000

Income tax provision                                        352,000            182,000            476,000             359,000
                                                    ----------------   ----------------    ---------------    ----------------
Income before equity in loss of
   unconsolidated company                                   785,000            407,000          1,059,000             800,000

Equity in loss of unconsolidated
   company, net of tax                                      (81,000)                              (98,000)
                                                    ----------------   ----------------    ---------------    ----------------
       Net income                                       $   704,000         $  407,000        $   961,000         $   800,000
                                                    ================   ================    ===============    ===============

Basic earnings per share                                $       .06         $      .03        $       .08         $       .07
                                                    ================   ================    ===============    ================

Weighted average common shares                           12,192,000         12,261,000         12,212,000          12,249,000
                                                    ================   ================    ===============    ================

Diluted earnings per share                              $       .06         $      .03        $       .08         $       .06
                                                    ================   ================    ===============    ================

Weighted average common and
  common equivalent shares                               12,429,000         12,385,000         12,332,000          12,468,000
                                                    ===============    ================    ===============    ===============