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): October 6, 2004


                     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 2.02.  Results of Operations and Financial Condition

         On October 6, 2004, Performance Technologies, Incorporated issued a
press release updating its guidance for the third quarter 2004. A copy of the
related press release is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01.  Financial Statements and Exhibits

 (c)     Exhibits.

         (99.1) Press release issued by Performance Technologies, Incorporated
                on October 6, 2004.
<PAGE>



                                  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


October 8, 2004                    By:/s/    Donald L. Turrell
                                   ---------------------------
                                             Donald L. Turrell
                                             President and
                                             Chief Executive Officer


October 8, 2004                    By:/s/    Dorrance W. Lamb
                                   -----------------------------
                                             Dorrance W. Lamb
                                             Chief Financial Officer and
                                             Vice President of 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 Updates Guidance
                             for the Third Quarter 2004



ROCHESTER, NY - October 6, 2004 -- Performance Technologies, Inc. (Nasdaq NM:
PTIX) today updated its guidance for the third quarter 2004.  Performance
Technologies' current expectations for the third quarter include the following:

   o Revenue for the third quarter 2004 is expected to be between $11.0 million
     and $11.5 million, compared to earlier guidance of $13.5 million to $14.5
     million. The reduction in revenue is due to a combination of customers
     rescheduling third quarter orders until after the third quarter, customer
     orders being received too late to allow fabrication for third quarter
     shipment and the general weakness of orders from the Company's
     telecommunications customers.

   o In September, the Company sold its minority interest in Momentum Computer,
     Inc. for $2.1 million and realized a gain of approximately $1.2 million, or
     $.09 per diluted share. The total amount of cash consideration amounted to
     $3.1 million, including the payoff of a note receivable from Momentum.

   o GAAP earnings for the third quarter, including the gain on the Momentum
     investment, is now expected to be in the range of $.09 to $.11 per diluted
     share, compared to earlier guidance of $.06 to $.09 per diluted share.

"Weakness in sectors of the telecommunications market has placed significant
pressure on the current quarter's revenue and operating earnings," said Don
Turrell, president and chief executive officer. "Despite the current weakness,
we continue to believe the Company's products are strategically positioned to
increase market share and to improve the Company's financial performance when
the fundamentals of its markets become more positive. Nonetheless, management is
formulating actions and taking steps to reduce annualized expenses by
approximately $2.0 million. The primary focus of this effort is to eliminate
redundancy in the Company's multi-location operation and to streamline the
organization."

The first step in this effort began in September and targets the integration of
the recently acquired Voice Technology Group's sales and administrative
functions with the corporate sales and administrative organizations. This action
is expected to be completed in October. Further information about these cost
reduction efforts will be discussed in the Company's third quarter earnings
press release scheduled after the market closes on October 27, 2004.
<PAGE>



About Performance Technologies


Performance Technologies (Nasdaq NM: PTIX) develops integrated platforms,
components and software solutions for the world's evolving communications
infrastructure.  Our broad customer base includes companies in the
communications, military and commercial markets. Serving the industry for more
than 20 years, our complete line of packet-based products enables equipment
manufacturers and service providers to offer 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; Norwood, Massachusetts 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 technological
changes accompanied by frequent new product introductions, competitive
pressures, dependence on key customers, the attainment of design wins,
fluctuations in quarterly and annual results, the reliance on a limited number
of third party suppliers, limitations of the Company's manufacturing
arrangements, the protection of the Company's proprietary technology, the
dependence on key personnel, potential delays associated with the purchase and
implementation of an enterprise-wide software system, and potential impairments
of investments.  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, 2003, as reported in its Annual Report on Form 10-K,
and other documents as filed with the Securities and Exchange Commission.
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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): October 6, 2004

                     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 2.02.  Results of Operations and Financial Condition

         On October 6, 2004, Performance Technologies, Incorporated issued a
press release updating its guidance for the third quarter 2004. A copy of the
related press release is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01.  Financial Statements and Exhibits

 (c)     Exhibits.

         (99.1) Press release issued by Performance Technologies, Incorporated
                on October 6, 2004.
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

October 8, 2004                    By:/s/    Donald L. Turrell
                                   ---------------------------
                                             Donald L. Turrell
                                             President and
                                             Chief Executive Officer

October 8, 2004                    By:/s/    Dorrance W. Lamb
                                   -----------------------------
                                             Dorrance W. Lamb
                                             Chief Financial Officer and
                                             Vice President of 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 Updates Guidance
                             for the Third Quarter 2004

ROCHESTER, NY - October 6, 2004 -- Performance Technologies, Inc. (Nasdaq NM:
PTIX) today updated its guidance for the third quarter 2004.  Performance
Technologies' current expectations for the third quarter include the following:

   o Revenue for the third quarter 2004 is expected to be between $11.0 million
     and $11.5 million, compared to earlier guidance of $13.5 million to $14.5
     million. The reduction in revenue is due to a combination of customers
     rescheduling third quarter orders until after the third quarter, customer
     orders being received too late to allow fabrication for third quarter
     shipment and the general weakness of orders from the Company's
     telecommunications customers.

   o In September, the Company sold its minority interest in Momentum Computer,
     Inc. for $2.1 million and realized a gain of approximately $1.2 million, or
     $.09 per diluted share. The total amount of cash consideration amounted to
     $3.1 million, including the payoff of a note receivable from Momentum.

   o GAAP earnings for the third quarter, including the gain on the Momentum
     investment, is now expected to be in the range of $.09 to $.11 per diluted
     share, compared to earlier guidance of $.06 to $.09 per diluted share.

"Weakness in sectors of the telecommunications market has placed significant
pressure on the current quarter's revenue and operating earnings," said Don
Turrell, president and chief executive officer. "Despite the current weakness,
we continue to believe the Company's products are strategically positioned to
increase market share and to improve the Company's financial performance when
the fundamentals of its markets become more positive. Nonetheless, management is
formulating actions and taking steps to reduce annualized expenses by
approximately $2.0 million. The primary focus of this effort is to eliminate
redundancy in the Company's multi-location operation and to streamline the
organization."

The first step in this effort began in September and targets the integration of
the recently acquired Voice Technology Group's sales and administrative
functions with the corporate sales and administrative organizations. This action
is expected to be completed in October. Further information about these cost
reduction efforts will be discussed in the Company's third quarter earnings
press release scheduled after the market closes on October 27, 2004.
About Performance Technologies

Performance Technologies (Nasdaq NM: PTIX) develops integrated platforms,
components and software solutions for the world's evolving communications
infrastructure.  Our broad customer base includes companies in the
communications, military and commercial markets. Serving the industry for more
than 20 years, our complete line of packet-based products enables equipment
manufacturers and service providers to offer 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; Norwood, Massachusetts 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 technological
changes accompanied by frequent new product introductions, competitive
pressures, dependence on key customers, the attainment of design wins,
fluctuations in quarterly and annual results, the reliance on a limited number
of third party suppliers, limitations of the Company's manufacturing
arrangements, the protection of the Company's proprietary technology, the
dependence on key personnel, potential delays associated with the purchase and
implementation of an enterprise-wide software system, and potential impairments
of investments.  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, 2003, as reported in its Annual Report on Form 10-K,
and other documents as filed with the Securities and Exchange Commission.