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): April 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, New York                   14626
  (Address of principal executive offices)                  (Zip Code)


                            (585) 256-0200 (Company'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 April 23, 2003.

Item 12. Results of Operations and Financial Condition.

     On April 23, 2003,  Performance  Technologies,  Incorporated  announced its
results of  operations  for the  quarter  ended  March 31,  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


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




April 23, 2003                          By: /s/       Dorrance W. Lamb
                                        ----------------------------------------
                                                      Dorrance W. Lamb
                                                   Chief Financial Officer and
                                                      Vice President, Finance



<PAGE>




                                                                 Exhibit 99.1

For more information contact:
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 Growth
                              in the First Quarter


                  "10% Revenue Growth over Fourth Quarter and a
                    72% Increase over the First Quarter 2002"


ROCHESTER,  NY - April 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 first quarter 2003.

Revenue in the first quarter 2003 was $11.0 million, compared to $6.4 million in
the first  quarter 2002.  For the first quarter 2003,  the results of operations
include the Computing  Products  Group  acquired in October 2002. Net income for
the first quarter 2003 amounted to $.3 million,  or $.02 per share,  compared to
$.4 million, or $.03 per share for the first quarter 2002, based on 12.2 million
and 12.6 million shares  outstanding,  respectively.  First quarter 2002 results
included  expenses  associated  with a  restructuring  charge  amounting  to $.2
million  (pre-tax),  or $.01 per share. In January 2002, the uncertain  economic
conditions  and the lack of  visibility  of  customer  orders led the Company to
improve its cost structure by reducing annualized expenses by approximately $1.6
million.

Cash and  marketable  securities  amounted to $22.1  million at March 31,  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.

As the Company began  integrating  the Computing  Products  Group  acquired from
Intel in October 2002,  management  sought to maximize the synergies between the
two  organizations,  which it  believed  provided  considerable  opportunity  to
improve both future top and bottom line  performance,  despite current  economic
conditions.  To capitalize  on this  opportunity,  a new corporate  strategy was
defined that  integrates  the  Company's  technological  innovation  and product
breadth,  and emphasizes the Company's expanded  capability to offer a "unified"
solution to the customer base including software,  hardware and system platforms
through a single Performance  Technologies offering.  This new business strategy
broadens the Company's market focus to more effectively address embedded systems
requirements for  communications,  military and commercial  applications.  While
early signs are  encouraging,  management  expects the response to the Company's
new strategy to be  evolutionary  as the  marketplace  and our customers  better
understand and embrace the Company's enhanced capabilities.


<PAGE>

Performance Technologies Reports Continued Revenue Growth in the First Quarter
Page 2

"We are pleased  with the progress  the Company  made  implementing  the initial
phase of its strategy during the first quarter," said Donald Turrell,  president
and chief  executive  officer.  "We  successfully  added three new sales people,
initiated  new  advertising  and  marketing  programs,  and  began  focusing  on
interoperability  between  all  elements  of our  expanded  product  line.  Most
importantly,  we received  positive  indications  from customers  validating the
Company's  new  approach  to  providing a more  comprehensive  range of embedded
products and system  platforms.  In  addition,  our sales  organization  reports
seeing  increased  involvement  earlier in the  customer's  project  development
cycle. We feel these are very important and positive indicators in measuring the
Company's progress in establishing  itself as a leading supplier in the embedded
systems market."

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  continue  to be an  important  metric  in  evaluating  the  market
acceptance  of the Company's  products,  unfortunately  in the current  economic
climate,  fewer  customers are doing new design activity and a smaller number of
these  design wins are moving into  production  than in the past.  In  addition,
during difficult economic periods,  customer's  visibility  deteriorates causing
delays in the  placement of orders.  These factors often result in a substantial
portion of the  Company's  revenue  being  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 and certain  customers  appear to be moving  projects  toward
production during the first quarter.  However,  overall, new project deployments
and design activity in the quarter were still sluggish with only limited forward
visibility in the market.  During the first quarter 2003,  the Company  realized
three  new  design  wins  for its  IPnexusTM,  SEGwayTM  and  ZiatechTM  product
families.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $11.5 million to $12.5 million in
the second quarter 2003. Gross margin is expected to be approximately 45% to 47%
and diluted  earnings per share for the second quarter is expected to be between
$.02 and $.06. This guidance  includes an increase in expenses of  approximately
$.3 million  reflecting  the full  quarter's  impact for  initiatives  commenced
during the first quarter to implement the new strategy.  The income tax rate for
the second 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 Growth in the First Quarter
Page 3

About Performance Technologies

Performance  Technologies is a leading developer of embedded  computing products
and system-level  solutions for equipment  manufacturers  and service  providers
worldwide.  With  competencies  in  compute  platforms,  IP/Ethernet  switching,
communications  software,  wide area  networking,  SS7/IP  interworking and high
availability,  the Company  offers  unified  products  for existing and emerging
applications.  Serving the industry for over 20 years,  the Company's  solutions
focus on  time-to-market,  performance  and cost advantages for companies in the
communications, industrial, military and medical markets.

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,  April 24, 2003 at 10:00 a.m. EDT to
discuss the Company's  financial  performance  for the first  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 9745317.  A digital  recording  will be available  two hours after the
completion  of the  conference  from April 24 through  April 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 9745317.  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


                                              March 31,            December 31,
                                                 2003                  2002
                                          ----------------       ---------------
                                             (unaudited)

Current assets:
  Cash and cash equivalents                   $20,140,000           $22,077,000
  Marketable securities                         2,001,000             2,006,000
  Accounts receivable                           7,722,000             6,622,000
  Inventories                                   6,391,000             4,550,000
  Prepaid expenses and other assets               432,000               942,000
  Deferred taxes                                1,583,000             1,574,000
                                          ----------------       ---------------
       Total current assets                    38,269,000            37,771,000

Property, equipment and improvements            2,786,000             3,012,000
Software development costs                      2,104,000             2,068,000
Note receivable from unconsolidated company     1,000,000             1,000,000
Investment in unconsolidated company            1,327,000             1,353,000
                                          ----------------       ---------------
       Total assets                           $45,486,000           $45,204,000
                                          ================       ===============





                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable                            $ 2,396,000           $ 1,926,000
  Income taxes payable                            564,000               502,000
                                          ----------------       ---------------
       Total current liabilities                5,836,000             5,641,000

Deferred taxes                                    756,000               754,000
                                          ----------------       ---------------
       Total liabilities                        6,592,000             6,395,000
                                          ----------------       ---------------

Stockholders' equity:
  Preferred stock
  Common stock                                    133,000               133,000
  Additional paid-in capital                   10,961,000            10,961,000
  Retained earnings                            40,822,000            40,565,000
  Treasury stock                              (12,956,000)          (12,782,000)
  Accumulated other comprehensive loss            (66,000)              (68,000)
                                          ----------------       ---------------
       Total stockholders' equity              38,894,000            38,809,000
                                          ----------------       ---------------
       Total liabilities and stockholders'
       equity                                 $45,486,000           $45,204,000
                                          ================       ===============


<PAGE>


             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (unaudited)


                                                    Three Months Ended
                                                         March 31,
                                                  2003               2002
                                          ---------------        ---------------


Sales                                         $11,039,000            $6,407,000
Cost of goods sold                              6,036,000             2,652,000
                                          ---------------        ---------------
Gross profit                                    5,003,000             3,755,000
                                          ---------------        ---------------

Operating expenses:
  Selling and marketing                         1,362,000             1,063,000
  Research and development                      2,307,000             1,498,000
  General and administrative                    1,063,000               577,000
  Restructuring charge                                                  163,000
                                          ---------------        ---------------
      Total operating expenses                  4,732,000             3,301,000
                                          ---------------        ---------------
Income from operations                            271,000               454,000

Other income, net                                 127,000               116,000
                                          ---------------        ---------------
Income before income taxes and equity in
 loss of unconsolidated company                   398,000               570,000

Income tax provision                              124,000               177,000
                                          ---------------        ---------------
Income before equity in loss of
 unconsolidated company                           274,000               393,000

Equity in loss of unconsolidated company,
 net of tax                                       (17,000)
                                          ---------------        ---------------

      Net income                              $   257,000            $  393,000
                                          ===============        ===============


Basic earnings per share                      $       .02            $      .03
                                          ===============        ===============


Weighted average common shares                 12,232,000            12,238,000
                                          ===============        ===============

Diluted earnings per share                    $       .02            $      .03
                                          ===============        ===============

Weighted average common and common
 equivalent shares                             12,235,000            12,552,000
                                          ===============        ===============
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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): April 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, New York                   14626
  (Address of principal executive offices)                  (Zip Code)

                            (585) 256-0200 (Company'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 April 23, 2003.

Item 12. Results of Operations and Financial Condition.

     On April 23, 2003,  Performance  Technologies,  Incorporated  announced its
results of  operations  for the  quarter  ended  March 31,  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

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

April 23, 2003                          By: /s/       Dorrance W. Lamb
                                        ----------------------------------------
                                                      Dorrance W. Lamb
                                                   Chief Financial Officer and
                                                      Vice President, Finance
Exhibit 99.1

For more information contact:
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 Growth
                              in the First Quarter

                  "10% Revenue Growth over Fourth Quarter and a
                    72% Increase over the First Quarter 2002"

ROCHESTER,  NY - April 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 first quarter 2003.

Revenue in the first quarter 2003 was $11.0 million, compared to $6.4 million in
the first  quarter 2002.  For the first quarter 2003,  the results of operations
include the Computing  Products  Group  acquired in October 2002. Net income for
the first quarter 2003 amounted to $.3 million,  or $.02 per share,  compared to
$.4 million, or $.03 per share for the first quarter 2002, based on 12.2 million
and 12.6 million shares  outstanding,  respectively.  First quarter 2002 results
included  expenses  associated  with a  restructuring  charge  amounting  to $.2
million  (pre-tax),  or $.01 per share. In January 2002, the uncertain  economic
conditions  and the lack of  visibility  of  customer  orders led the Company to
improve its cost structure by reducing annualized expenses by approximately $1.6
million.

Cash and  marketable  securities  amounted to $22.1  million at March 31,  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.

As the Company began  integrating  the Computing  Products  Group  acquired from
Intel in October 2002,  management  sought to maximize the synergies between the
two  organizations,  which it  believed  provided  considerable  opportunity  to
improve both future top and bottom line  performance,  despite current  economic
conditions.  To capitalize  on this  opportunity,  a new corporate  strategy was
defined that  integrates  the  Company's  technological  innovation  and product
breadth,  and emphasizes the Company's expanded  capability to offer a "unified"
solution to the customer base including software,  hardware and system platforms
through a single Performance  Technologies offering.  This new business strategy
broadens the Company's market focus to more effectively address embedded systems
requirements for  communications,  military and commercial  applications.  While
early signs are  encouraging,  management  expects the response to the Company's
new strategy to be  evolutionary  as the  marketplace  and our customers  better
understand and embrace the Company's enhanced capabilities.
Performance Technologies Reports Continued Revenue Growth in the First Quarter
Page 2

"We are pleased  with the progress  the Company  made  implementing  the initial
phase of its strategy during the first quarter," said Donald Turrell,  president
and chief  executive  officer.  "We  successfully  added three new sales people,
initiated  new  advertising  and  marketing  programs,  and  began  focusing  on
interoperability  between  all  elements  of our  expanded  product  line.  Most
importantly,  we received  positive  indications  from customers  validating the
Company's  new  approach  to  providing a more  comprehensive  range of embedded
products and system  platforms.  In  addition,  our sales  organization  reports
seeing  increased  involvement  earlier in the  customer's  project  development
cycle. We feel these are very important and positive indicators in measuring the
Company's progress in establishing  itself as a leading supplier in the embedded
systems market."

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  continue  to be an  important  metric  in  evaluating  the  market
acceptance  of the Company's  products,  unfortunately  in the current  economic
climate,  fewer  customers are doing new design activity and a smaller number of
these  design wins are moving into  production  than in the past.  In  addition,
during difficult economic periods,  customer's  visibility  deteriorates causing
delays in the  placement of orders.  These factors often result in a substantial
portion of the  Company's  revenue  being  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 and certain  customers  appear to be moving  projects  toward
production during the first quarter.  However,  overall, new project deployments
and design activity in the quarter were still sluggish with only limited forward
visibility in the market.  During the first quarter 2003,  the Company  realized
three  new  design  wins  for its  IPnexusTM,  SEGwayTM  and  ZiatechTM  product
families.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $11.5 million to $12.5 million in
the second quarter 2003. Gross margin is expected to be approximately 45% to 47%
and diluted  earnings per share for the second quarter is expected to be between
$.02 and $.06. This guidance  includes an increase in expenses of  approximately
$.3 million  reflecting  the full  quarter's  impact for  initiatives  commenced
during the first quarter to implement the new strategy.  The income tax rate for
the second 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 Growth in the First Quarter
Page 3

About Performance Technologies

Performance  Technologies is a leading developer of embedded  computing products
and system-level  solutions for equipment  manufacturers  and service  providers
worldwide.  With  competencies  in  compute  platforms,  IP/Ethernet  switching,
communications  software,  wide area  networking,  SS7/IP  interworking and high
availability,  the Company  offers  unified  products  for existing and emerging
applications.  Serving the industry for over 20 years,  the Company's  solutions
focus on  time-to-market,  performance  and cost advantages for companies in the
communications, industrial, military and medical markets.

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,  April 24, 2003 at 10:00 a.m. EDT to
discuss the Company's  financial  performance  for the first  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 9745317.  A digital  recording  will be available  two hours after the
completion  of the  conference  from April 24 through  April 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 9745317.  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

                                              March 31,            December 31,
                                                 2003                  2002
                                          ----------------       ---------------
                                             (unaudited)

Current assets:
  Cash and cash equivalents                   $20,140,000           $22,077,000
  Marketable securities                         2,001,000             2,006,000
  Accounts receivable                           7,722,000             6,622,000
  Inventories                                   6,391,000             4,550,000
  Prepaid expenses and other assets               432,000               942,000
  Deferred taxes                                1,583,000             1,574,000
                                          ----------------       ---------------
       Total current assets                    38,269,000            37,771,000

Property, equipment and improvements            2,786,000             3,012,000
Software development costs                      2,104,000             2,068,000
Note receivable from unconsolidated company     1,000,000             1,000,000
Investment in unconsolidated company            1,327,000             1,353,000
                                          ----------------       ---------------
       Total assets                           $45,486,000           $45,204,000
                                          ================       ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                            $ 2,396,000           $ 1,926,000
  Income taxes payable                            564,000               502,000
                                          ----------------       ---------------
       Total current liabilities                5,836,000             5,641,000

Deferred taxes                                    756,000               754,000
                                          ----------------       ---------------
       Total liabilities                        6,592,000             6,395,000
                                          ----------------       ---------------

Stockholders' equity:
  Preferred stock
  Common stock                                    133,000               133,000
  Additional paid-in capital                   10,961,000            10,961,000
  Retained earnings                            40,822,000            40,565,000
  Treasury stock                              (12,956,000)          (12,782,000)
  Accumulated other comprehensive loss            (66,000)              (68,000)
                                          ----------------       ---------------
       Total stockholders' equity              38,894,000            38,809,000
                                          ----------------       ---------------
       Total liabilities and stockholders'
       equity                                 $45,486,000           $45,204,000
                                          ================       ===============
PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (unaudited)

                                                    Three Months Ended
                                                         March 31,
                                                  2003               2002
                                          ---------------        ---------------

Sales                                         $11,039,000            $6,407,000
Cost of goods sold                              6,036,000             2,652,000
                                          ---------------        ---------------
Gross profit                                    5,003,000             3,755,000
                                          ---------------        ---------------

Operating expenses:
  Selling and marketing                         1,362,000             1,063,000
  Research and development                      2,307,000             1,498,000
  General and administrative                    1,063,000               577,000
  Restructuring charge                                                  163,000
                                          ---------------        ---------------
      Total operating expenses                  4,732,000             3,301,000
                                          ---------------        ---------------
Income from operations                            271,000               454,000

Other income, net                                 127,000               116,000
                                          ---------------        ---------------
Income before income taxes and equity in
 loss of unconsolidated company                   398,000               570,000

Income tax provision                              124,000               177,000
                                          ---------------        ---------------
Income before equity in loss of
 unconsolidated company                           274,000               393,000

Equity in loss of unconsolidated company,
 net of tax                                       (17,000)
                                          ---------------        ---------------

      Net income                              $   257,000            $  393,000
                                          ===============        ===============

Basic earnings per share                      $       .02            $      .03
                                          ===============        ===============

Weighted average common shares                 12,232,000            12,238,000
                                          ===============        ===============

Diluted earnings per share                    $       .02            $      .03
                                          ===============        ===============

Weighted average common and common
 equivalent shares                             12,235,000            12,552,000
                                          ===============        ===============