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): February 5, 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 12: Results of Operations and Financial Condition



                       Performance Technologies Announces
                    Fourth Quarter and 2003 Financial Results

      "Record 2003 Revenue and Nine-Fold Increase in Year-Over-Year Profit"


ROCHESTER, NY -- February 5, 2004 -- 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 fourth quarter and 2003.

Revenue in the fourth quarter 2003 amounted to $13.3 million,  compared to $10.0
million in the corresponding  quarter a year earlier.  Revenue for 2003 amounted
to $50.0  million,  compared to $27.0 million in 2002.  The  Computing  Products
Group,  acquired in October 2002,  contributed $18.3 million and $5.0 million to
revenue in 2003 and 2002, respectively.

GAAP Earnings Basis:

Net income for the fourth  quarter 2003  amounted to $1.1  million,  or $.09 per
diluted share  including  non-recurring  expenses,  based on 13.2 million shares
outstanding.  Net income for the fourth quarter 2002 amounted to $.7 million, or
$.06 per diluted share including  non-recurring  expense,  based on 12.3 million
shares outstanding.

Net  income  for  2003  amounted  to $3.0  million,  or $.24 per  diluted  share
including non-recurring expenses, based on 12.7 million shares outstanding.  Net
income for 2002  amounted to $.3 million,  or $.03 per diluted  share  including
non-recurring expenses, based on 12.4 million shares outstanding.

Non-GAAP Information:

Net income for the fourth  quarter 2003  amounted to $1.6  million,  or $.12 per
share   excluding   non-recurring   expenses,   based  on  13.2  million  shares
outstanding. During the fourth quarter 2003, the Company recorded an incremental
restructuring charge amounting to $.1 million (pre-tax),  or $.01 per share, for
a facility closed during 2002. In addition,  the Company  recorded an impairment
charge on an equity investment in the amount of $.4 million (after-tax), or $.03
per share.  Net income for the fourth quarter 2002 amounted to $1.1 million,  or
$.09 per share  excluding  non-recurring  expense,  based on 12.3 million shares
outstanding.   During  the  fourth   quarter  2002,   the  Company   recorded  a
non-recurring  expense for in-process  research and development costs associated
with an acquisition amounting to $.4 million (after-tax), or $.03 per share.

Net  income  for 2003  amounted  to $3.5  million,  or $.28 per share  excluding
non-recurring  expenses,  based on 12.7 million  shares  outstanding.  For 2003,
using an effective income tax rate of 26%,  non-recurring expenses were recorded
for an incremental  restructuring charge amounting to $.1 million (pre-tax),  or
$.01  per  share  and  for  an  impairment   charge  amounting  to  $.4  million
(after-tax),  or $.03  per  share.
<PAGE>

Performance  Technologies  Announces  Fourth Quarter and 2003 Financial  Results
Page 2

Net  income  for 2002  amounted  to $1.2  million,  or $.10 per share  excluding
non-recurring  expenses,  based on 12.4 million  shares  outstanding.  For 2002,
using an effective income tax rate of 31%,  non-recurring expenses were recorded
for restructuring charges amounting to $.6 million (pre-tax), or $.03 per share;
class action  settlement costs amounting to $.1 million  (pre-tax),  or $.01 per
share;  and in-process  research and development  costs amounting to $.4 million
(after-tax),  or $.03 per share. The income tax benefit during 2002 reflects tax
credits due the Company  relating to its  international  operations,  as well as
benefit derived from research activities, foreign sales and tax-exempt interest.

Cash and  marketable  securities  amounted to $29.6 million and $24.1 million at
December  31, 2003 and 2002,  respectively,  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 are subject to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.

Early  in 2003,  a new  corporate  strategy  was  defined  that  emphasized  the
Company's  combination  of  technological  innovation and product  breadth.  The
thrust of this  strategy  was to deliver  fully-managed,  system-level  platform
solutions to the embedded  systems  marketplace and to heighten the awareness of
the Company's expanded capabilities. In spite of negative economic conditions at
the beginning of the year, the Company initiated important investments in sales,
marketing and engineering to launch the Company's new strategy.

"There are positive signs that the Company's  strategic  investments,  initiated
early in 2003, are gaining market traction," said Donald Turrell,  president and
chief executive  officer.  "Based on an improving market position and our fourth
quarter financial  performance,  we feel the Company is starting to see an early
payback  from  these  initiatives.  In  addition,  we have  confidence  that the
organization  is well  positioned to benefit further as we enter what appears to
be the beginning of the next positive business cycle."

Based on  discussions  with  customers,  management  expects a number of "design
wins,"  especially for the Company's  IPnexus(TM)  system level platforms,  will
reach the  production  stage  during  2004.  If these  customers  achieve  their
expected  production  level volumes,  they will  contribute  meaningfully to the
Company's continued growth as the general marketplace improves.

During January 2004, the Company  completed the purchase of Mapletree  Networks,
Inc., located in Norwood, Massachusetts. Management expects that the addition of
the Mapletree  Networks  voice,  data and fax access  technology  solutions will
allow  Performance  Technologies  to better  participate  in the VoIP market,  a
resurging segment fueled by the growth of affordable broadband,  and the ongoing
expansion in the wireless market. During 2004, the new Voice Technology Group is
expected to increase the Company`s  revenue by approximately  $6.5 million to $7
million and operations are planned to be breakeven to slightly accretive from an
earnings per share perspective.

The Company holds a minority  equity  investment  in a developer of  specialized
single board computer  solutions.  While results from operations  improved,  the
organization  was still not  profitable  during 2003.  During the fourth quarter
2003, the Company was able to reduce its investment in this firm from 47 percent
to 30 percent and recorded an impairment write down.
<PAGE>

Performance  Technologies  Announces  Fourth Quarter and 2003 Financial  Results
Page 3

Guidance

The Company's  integrated  platform and component products are incorporated 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.  Design wins,  if  implemented,  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, changes in customer markets and economic conditions can adversely
affect a design win before  production  is  reached,  or during  deployment.  In
addition,  during  difficult  economic  periods,  a  substantial  portion of the
Company's  revenue is  frequently  derived from orders placed within the quarter
and shipped in the final month of the  quarter.  Unfortunately,  forward-looking
visibility on customer orders continues to be very limited.

During 2003,  while very few  companies  in the  Company's  target  markets were
experiencing  revenue  growth,  certain of the Company's  customers began moving
projects toward  production.  In addition,  since mid-year,  the Company's sales
organization has seen a broad acceleration in design activity. During the fourth
quarter 2003, the Company realized five design wins for its IPnexus and SEGwayTM
product families.

The Company's  fourth  quarter  revenue  guidance did not reflect  orders from a
customer that had contributed  greater than 10% of the Company's revenue in each
of the first three quarters of the year. This customer  typically  provides very
little visibility on future orders but has placed orders for delivery during the
first quarter 2004.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $14.5 million to $15.5 million in
the first quarter 2004.  Gross margin is expected to be  approximately  50.5% to
52.5%,  and diluted  earnings per share for the first  quarter is expected to be
between $.11 and $.13.  The  effective  income tax rate for the first 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.


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;   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.
<PAGE>

Performance  Technologies  Announces  Fourth Quarter and 2003 Financial  Results
Page 4

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 Friday,  February 6, 2004 at 10:00 a.m. EST to
discuss  the  Company's  financial  performance  for  the  fourth  quarter.  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 5293370.  A digital  recording  will be available  two hours after the
completion of the conference from February 6 through February 9, 2004. 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 5293370.  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

<TABLE>
<S>                                                                              <C>                         <C>

                                                                               December 31,                December 31,
                                                                                   2003                        2002
                                                                        -----------------------    -----------------------

Current assets:
  Cash and cash equivalents                                                      $ 29,589,000                $22,077,000
  Marketable securities                                                                                        2,006,000
  Accounts receivable                                                               7,857,000                  6,622,000
  Inventories                                                                       5,443,000                  4,550,000
  Prepaid expenses and other assets                                                   626,000                    942,000
  Deferred taxes                                                                    1,714,000                  1,574,000
                                                                        -----------------------    -----------------------
       Total current assets                                                        45,229,000                 37,771,000

Property, equipment and improvements                                                2,432,000                  3,012,000
Software development costs                                                          2,597,000                  2,068,000
Note receivable from unconsolidated company                                         1,000,000                  1,000,000
Investment in unconsolidated company                                                  402,000                  1,353,000
                                                                        -----------------------    -----------------------
       Total assets                                                              $ 51,660,000                $45,204,000
                                                                        =======================    =======================





                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Accounts payable                                                               $  1,231,000                $ 1,926,000
  Income taxes payable                                                              1,760,000                    502,000
  Accrued expenses                                                                  4,019,000                  3,213,000
                                                                        -----------------------    -----------------------
       Total current liabilities                                                    7,010,000                  5,641,000

Deferred taxes                                                                        698,000                    754,000
                                                                        -----------------------    -----------------------
       Total liabilities                                                            7,708,000                  6,395,000
                                                                        -----------------------    -----------------------

Stockholders' equity:
  Preferred stock
  Common stock                                                                        133,000                    133,000
  Additional paid-in capital                                                        9,780,000                 10,961,000
  Retained earnings                                                                43,615,000                 40,565,000
  Treasury stock                                                                   (9,536,000)               (12,782,000)
  Accumulated other comprehensive loss                                                (40,000)                   (68,000)
                                                                        -----------------------    -----------------------
       Total stockholders' equity                                                  43,952,000                 38,809,000
                                                                        -----------------------    -----------------------
       Total liabilities and stockholders' equity                                $ 51,660,000                $45,204,000
                                                                        =======================    =======================
</TABLE>

<PAGE>

             PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
        FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<S>                                                 <C>                <C>                 <C>                <C>


                                                            Three Months Ended                    Twelve Months Ended
                                                               December 31,                           December 31,
                                                         2003               2002                2003               2002
                                                    ----------------   ----------------    ---------------    ----------------

Sales                                                 $13,257,000         $10,033,000        $49,992,000        $27,014,000
Cost of goods sold                                      6,231,000           5,302,000         25,293,000         12,846,000
                                                    ----------------   ----------------    ---------------    ----------------
Gross profit                                            7,026,000           4,731,000         24,699,000         14,168,000
                                                    ----------------   ----------------    ---------------    ----------------
Operating expenses:
  Selling and marketing                                 1,559,000           1,257,000          5,881,000          4,385,000
  Research and development                              2,202,000           2,157,000          9,493,000          6,914,000
  General and administrative                            1,209,000           1,018,000          4,639,000          2,735,000
  Restructuring charge                                    118,000                                118,000            573,000
  In-process research and development                                         366,000                               366,000
  Class action legal settlement                                                                                     143,000
                                                    ---------------    ----------------    ---------------    ---------------
      Total operating expenses                          5,088,000           4,798,000         20,131,000         15,116,000
                                                    ---------------    ----------------    ---------------    ---------------
Income (loss) from operations                           1,938,000             (67,000)         4,568,000           (948,000)

Other income, net                                         118,000             218,000            522,000            550,000
                                                    ----------------   ----------------    ---------------    ----------------
Income (loss) before income taxes and
  equity loss in unconsolidated company                 2,056,000             151,000          5,090,000           (398,000)

Income tax provision (benefit)                            493,000            (649,000)         1,339,000           (819,000)
                                                    ----------------   ----------------    ---------------    ----------------
Income before equity in loss of
   unconsolidated company                               1,563,000             800,000          3,751,000            421,000

Equity in loss of unconsolidated
   company                                                (37,000)            (83,000)          (309,000)           (95,000)
Impairment of minority interest
   investment                                            (392,000)                              (392,000)

                                                    ----------------   ----------------    ---------------    ----------------
      Net income                                      $ 1,134,000         $   717,000        $ 3,050,000        $   326,000
                                                    ===============    ================    ===============    ===============


Basic earnings per share                              $       .09         $       .06        $       .25        $       .03
                                                    ================   ================    ===============    ================

Weighted average common shares                         12,374,000          12,274,000         12,259,000         12,263,000
                                                    ================   ================    ===============    ================

Diluted earnings per share                            $       .09         $       .06        $       .24        $       .03
                                                    ================   ================    ===============    ================

Weighted average common and
  common equivalent shares                             13,183,000          12,274,000         12,692,000         12,373,000
                                                    ===============    ================    ===============    ================
</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): February 5, 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 12: Results of Operations and Financial Condition

                       Performance Technologies Announces
                    Fourth Quarter and 2003 Financial Results

      "Record 2003 Revenue and Nine-Fold Increase in Year-Over-Year Profit"

ROCHESTER, NY -- February 5, 2004 -- 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 fourth quarter and 2003.

Revenue in the fourth quarter 2003 amounted to $13.3 million,  compared to $10.0
million in the corresponding  quarter a year earlier.  Revenue for 2003 amounted
to $50.0  million,  compared to $27.0 million in 2002.  The  Computing  Products
Group,  acquired in October 2002,  contributed $18.3 million and $5.0 million to
revenue in 2003 and 2002, respectively.

GAAP Earnings Basis:

Net income for the fourth  quarter 2003  amounted to $1.1  million,  or $.09 per
diluted share  including  non-recurring  expenses,  based on 13.2 million shares
outstanding.  Net income for the fourth quarter 2002 amounted to $.7 million, or
$.06 per diluted share including  non-recurring  expense,  based on 12.3 million
shares outstanding.

Net  income  for  2003  amounted  to $3.0  million,  or $.24 per  diluted  share
including non-recurring expenses, based on 12.7 million shares outstanding.  Net
income for 2002  amounted to $.3 million,  or $.03 per diluted  share  including
non-recurring expenses, based on 12.4 million shares outstanding.

Non-GAAP Information:

Net income for the fourth  quarter 2003  amounted to $1.6  million,  or $.12 per
share   excluding   non-recurring   expenses,   based  on  13.2  million  shares
outstanding. During the fourth quarter 2003, the Company recorded an incremental
restructuring charge amounting to $.1 million (pre-tax),  or $.01 per share, for
a facility closed during 2002. In addition,  the Company  recorded an impairment
charge on an equity investment in the amount of $.4 million (after-tax), or $.03
per share.  Net income for the fourth quarter 2002 amounted to $1.1 million,  or
$.09 per share  excluding  non-recurring  expense,  based on 12.3 million shares
outstanding.   During  the  fourth   quarter  2002,   the  Company   recorded  a
non-recurring  expense for in-process  research and development costs associated
with an acquisition amounting to $.4 million (after-tax), or $.03 per share.

Net  income  for 2003  amounted  to $3.5  million,  or $.28 per share  excluding
non-recurring  expenses,  based on 12.7 million  shares  outstanding.  For 2003,
using an effective income tax rate of 26%,  non-recurring expenses were recorded
for an incremental  restructuring charge amounting to $.1 million (pre-tax),  or
$.01  per  share  and  for  an  impairment   charge  amounting  to  $.4  million
(after-tax),  or $.03  per  share.
Performance  Technologies  Announces  Fourth Quarter and 2003 Financial  Results
Page 2

Net  income  for 2002  amounted  to $1.2  million,  or $.10 per share  excluding
non-recurring  expenses,  based on 12.4 million  shares  outstanding.  For 2002,
using an effective income tax rate of 31%,  non-recurring expenses were recorded
for restructuring charges amounting to $.6 million (pre-tax), or $.03 per share;
class action  settlement costs amounting to $.1 million  (pre-tax),  or $.01 per
share;  and in-process  research and development  costs amounting to $.4 million
(after-tax),  or $.03 per share. The income tax benefit during 2002 reflects tax
credits due the Company  relating to its  international  operations,  as well as
benefit derived from research activities, foreign sales and tax-exempt interest.

Cash and  marketable  securities  amounted to $29.6 million and $24.1 million at
December  31, 2003 and 2002,  respectively,  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 are subject to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.

Early  in 2003,  a new  corporate  strategy  was  defined  that  emphasized  the
Company's  combination  of  technological  innovation and product  breadth.  The
thrust of this  strategy  was to deliver  fully-managed,  system-level  platform
solutions to the embedded  systems  marketplace and to heighten the awareness of
the Company's expanded capabilities. In spite of negative economic conditions at
the beginning of the year, the Company initiated important investments in sales,
marketing and engineering to launch the Company's new strategy.

"There are positive signs that the Company's  strategic  investments,  initiated
early in 2003, are gaining market traction," said Donald Turrell,  president and
chief executive  officer.  "Based on an improving market position and our fourth
quarter financial  performance,  we feel the Company is starting to see an early
payback  from  these  initiatives.  In  addition,  we have  confidence  that the
organization  is well  positioned to benefit further as we enter what appears to
be the beginning of the next positive business cycle."

Based on  discussions  with  customers,  management  expects a number of "design
wins,"  especially for the Company's  IPnexus(TM)  system level platforms,  will
reach the  production  stage  during  2004.  If these  customers  achieve  their
expected  production  level volumes,  they will  contribute  meaningfully to the
Company's continued growth as the general marketplace improves.

During January 2004, the Company  completed the purchase of Mapletree  Networks,
Inc., located in Norwood, Massachusetts. Management expects that the addition of
the Mapletree  Networks  voice,  data and fax access  technology  solutions will
allow  Performance  Technologies  to better  participate  in the VoIP market,  a
resurging segment fueled by the growth of affordable broadband,  and the ongoing
expansion in the wireless market. During 2004, the new Voice Technology Group is
expected to increase the Company`s  revenue by approximately  $6.5 million to $7
million and operations are planned to be breakeven to slightly accretive from an
earnings per share perspective.

The Company holds a minority  equity  investment  in a developer of  specialized
single board computer  solutions.  While results from operations  improved,  the
organization  was still not  profitable  during 2003.  During the fourth quarter
2003, the Company was able to reduce its investment in this firm from 47 percent
to 30 percent and recorded an impairment write down.
Performance  Technologies  Announces  Fourth Quarter and 2003 Financial  Results
Page 3

Guidance

The Company's  integrated  platform and component products are incorporated 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.  Design wins,  if  implemented,  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, changes in customer markets and economic conditions can adversely
affect a design win before  production  is  reached,  or during  deployment.  In
addition,  during  difficult  economic  periods,  a  substantial  portion of the
Company's  revenue is  frequently  derived from orders placed within the quarter
and shipped in the final month of the  quarter.  Unfortunately,  forward-looking
visibility on customer orders continues to be very limited.

During 2003,  while very few  companies  in the  Company's  target  markets were
experiencing  revenue  growth,  certain of the Company's  customers began moving
projects toward  production.  In addition,  since mid-year,  the Company's sales
organization has seen a broad acceleration in design activity. During the fourth
quarter 2003, the Company realized five design wins for its IPnexus and SEGwayTM
product families.

The Company's  fourth  quarter  revenue  guidance did not reflect  orders from a
customer that had contributed  greater than 10% of the Company's revenue in each
of the first three quarters of the year. This customer  typically  provides very
little visibility on future orders but has placed orders for delivery during the
first quarter 2004.

Based upon the current  business  mix,  the current  backlog and review of sales
forecasts,  management  expects  revenue to be $14.5 million to $15.5 million in
the first quarter 2004.  Gross margin is expected to be  approximately  50.5% to
52.5%,  and diluted  earnings per share for the first  quarter is expected to be
between $.11 and $.13.  The  effective  income tax rate for the first 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.

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;   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.
Performance  Technologies  Announces  Fourth Quarter and 2003 Financial  Results
Page 4

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 Friday,  February 6, 2004 at 10:00 a.m. EST to
discuss  the  Company's  financial  performance  for  the  fourth  quarter.  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 5293370.  A digital  recording  will be available  two hours after the
completion of the conference from February 6 through February 9, 2004. 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 5293370.  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
December 31,                December 31,
                                                                                   2003                        2002
                                                                        -----------------------    -----------------------

Current assets:
  Cash and cash equivalents                                                      $ 29,589,000                $22,077,000
  Marketable securities                                                                                        2,006,000
  Accounts receivable                                                               7,857,000                  6,622,000
  Inventories                                                                       5,443,000                  4,550,000
  Prepaid expenses and other assets                                                   626,000                    942,000
  Deferred taxes                                                                    1,714,000                  1,574,000
                                                                        -----------------------    -----------------------
       Total current assets                                                        45,229,000                 37,771,000

Property, equipment and improvements                                                2,432,000                  3,012,000
Software development costs                                                          2,597,000                  2,068,000
Note receivable from unconsolidated company                                         1,000,000                  1,000,000
Investment in unconsolidated company                                                  402,000                  1,353,000
                                                                        -----------------------    -----------------------
       Total assets                                                              $ 51,660,000                $45,204,000
                                                                        =======================    =======================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                               $  1,231,000                $ 1,926,000
  Income taxes payable                                                              1,760,000                    502,000
  Accrued expenses                                                                  4,019,000                  3,213,000
                                                                        -----------------------    -----------------------
       Total current liabilities                                                    7,010,000                  5,641,000

Deferred taxes                                                                        698,000                    754,000
                                                                        -----------------------    -----------------------
       Total liabilities                                                            7,708,000                  6,395,000
                                                                        -----------------------    -----------------------

Stockholders' equity:
  Preferred stock
  Common stock                                                                        133,000                    133,000
  Additional paid-in capital                                                        9,780,000                 10,961,000
  Retained earnings                                                                43,615,000                 40,565,000
  Treasury stock                                                                   (9,536,000)               (12,782,000)
  Accumulated other comprehensive loss                                                (40,000)                   (68,000)
                                                                        -----------------------    -----------------------
       Total stockholders' equity                                                  43,952,000                 38,809,000
                                                                        -----------------------    -----------------------
       Total liabilities and stockholders' equity                                $ 51,660,000                $45,204,000
                                                                        =======================    =======================
PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
        FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
Three Months Ended                    Twelve Months Ended
                                                               December 31,                           December 31,
                                                         2003               2002                2003               2002
                                                    ----------------   ----------------    ---------------    ----------------

Sales                                                 $13,257,000         $10,033,000        $49,992,000        $27,014,000
Cost of goods sold                                      6,231,000           5,302,000         25,293,000         12,846,000
                                                    ----------------   ----------------    ---------------    ----------------
Gross profit                                            7,026,000           4,731,000         24,699,000         14,168,000
                                                    ----------------   ----------------    ---------------    ----------------
Operating expenses:
  Selling and marketing                                 1,559,000           1,257,000          5,881,000          4,385,000
  Research and development                              2,202,000           2,157,000          9,493,000          6,914,000
  General and administrative                            1,209,000           1,018,000          4,639,000          2,735,000
  Restructuring charge                                    118,000                                118,000            573,000
  In-process research and development                                         366,000                               366,000
  Class action legal settlement                                                                                     143,000
                                                    ---------------    ----------------    ---------------    ---------------
      Total operating expenses                          5,088,000           4,798,000         20,131,000         15,116,000
                                                    ---------------    ----------------    ---------------    ---------------
Income (loss) from operations                           1,938,000             (67,000)         4,568,000           (948,000)

Other income, net                                         118,000             218,000            522,000            550,000
                                                    ----------------   ----------------    ---------------    ----------------
Income (loss) before income taxes and
  equity loss in unconsolidated company                 2,056,000             151,000          5,090,000           (398,000)

Income tax provision (benefit)                            493,000            (649,000)         1,339,000           (819,000)
                                                    ----------------   ----------------    ---------------    ----------------
Income before equity in loss of
   unconsolidated company                               1,563,000             800,000          3,751,000            421,000

Equity in loss of unconsolidated
   company                                                (37,000)            (83,000)          (309,000)           (95,000)
Impairment of minority interest
   investment                                            (392,000)                              (392,000)

                                                    ----------------   ----------------    ---------------    ----------------
      Net income                                      $ 1,134,000         $   717,000        $ 3,050,000        $   326,000
                                                    ===============    ================    ===============    ===============

Basic earnings per share                              $       .09         $       .06        $       .25        $       .03
                                                    ================   ================    ===============    ================

Weighted average common shares                         12,374,000          12,274,000         12,259,000         12,263,000
                                                    ================   ================    ===============    ================

Diluted earnings per share                            $       .09         $       .06        $       .24        $       .03
                                                    ================   ================    ===============    ================

Weighted average common and
  common equivalent shares                             13,183,000          12,274,000         12,692,000         12,373,000
                                                    ===============    ================    ===============    ================