Mail Stop 0306


April 18, 2005



Via Facsimile and U.S. Mail

Dorrance W. Lamb
Chief Financial Officer
Performance Technologies, Inc.
205 Indigo Creek Drive
Rochester, NY  14626


	Re:	Performance Technologies, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
			Filed March 16, 2005
		File No. 0-27460

Dear Mr. Lamb:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K as of December 31, 2004

Item 6 - Selected Financial Data

1. We note that you present a non-GAAP financial measure.
However,
it does not appear that your measure complies with the
requirements
of Item 10(e) of Regulation S-K.  Please respond to the following:

a) We note your measure excludes restructuring charges, which have
occurred in each of the last three years and will generally
require
cash settlement.  We also note your measure excludes in-process
research and development charges, which occurred in both 2002 and
2004.  Finally, we note your measure excludes class action lawsuit
settlement costs, which required cash settlement.  Explain how you
concluded that your presentation is appropriate in light of Item
10(e)(1)(ii)(A) and 10(e)(1)(ii)(B) of Regulation S-K.

b) In order to assist the reader in understanding your non-GAAP
financial measure, revise future filings to provide a clear
reconciliation of the non-GAAP financial measure to the most
directly
comparable measure calculated in accordance with GAAP.

c) Revise your disclosures in future filings to explain in greater
detail the reasons why management believes the presentation of
this
non-GAAP financial measure provides useful information to
investors
regarding your financial condition and the results of your
operations.  You should discuss each of the following, based on
the
guidance in question 8 of the Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures dated June 13, 2003:

* the manner in which management uses the non-GAAP measure to
conduct
or evaluate its business;

* the economic substance behind management`s decision to use such
a
measure;

* the material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure;

* the manner in which management compensates for these limitations
when using the non-GAAP financial measure; and

* the substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors

d) Please note the disclosures discussed in items (b) and (c)
above
should also be included in your future filings on Form 8-K where
you
present non-GAAP financial information.

Revise future filings as appropriate to address our comments.
Supplementally provide us with your proposed revised disclosures.

Item 7 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Contractual Obligations

2. We note your disclosure of contractual obligations.  Please
revise
your disclosure in future filings to provide the tabular
presentation
of contractual obligations as required by Item 303(a)(5) of
Regulation S-K.

Item 8 - Financial Statements and Supplementary Data

Note A - Nature of Business and Summary of Significant Accounting
Policies

Revenue Recognition

3. We note your disclosures of your revenue recognition policies
here
and in your "Critical Accounting Estimates and Assumptions."  We
have
the following comments:

a) It appears that you have multiple element arrangements.
Supplementally tell us your accounting policies as they relate to
recognizing revenue on these multiple element arrangements.  If
you
account for any delivered items as a separate unit of accounting,
explain how you concluded that there is objective and reliable
evidence of the fair value.

b) It appears that some of your sales include software embedded in
hardware devices.  Supplementally tell us and revise future
filings
to discuss your revenue recognition policies as it relates to
these
arrangements.  Cite the authoritative literature upon which you
based
your accounting.

c) We note a portion of your sales are to distributors.  Tell us
about any special rights these or any other customers may have,
including, but not limited to, product return rights, price
protection, volume pricing, or product upgrades.  Revise future
filings to discuss these and any other post-shipment obligations
in
any of your arrangements and the impact they have on your revenue
recognition.

d) We note that you have deferred revenue.  Supplementally, and in
future filings, describe the arrangements which lead to the
deferred
revenue, and explain how the deferred revenue amounts will be
relieved.

Note B - Acquisitions

4. With respect to your acquisition of the assets and certain
liabilities of Mapletree Networks on January 23, 2004, revise
future
filings to show the allocation of the purchase price to the assets
and liabilities of Mapletree.

5. You state that you acquired certain software development costs.
Supplementally tell us how much, if any, was allocated to the
software development asset in connection with this acquisition.
Also
tell us how you determined the amount to be recorded.  Revise
future
filings to address our comment.

6. We note your disclosure that "the products acquired in this
acquisition broaden the Company`s product offering to its
customers."
Supplementally tell us how you concluded that no amounts should be
allocated to any identifiable intangible assets such as completed
technology.

7. We note that subsequent to the initial purchase price
allocation,
approximately $1.7 million of the purchase price was returned to
you.
Supplementally tell us and revise future filings to disclose how
you
reflected the amount in your financial statements.  If the amount
was
not recorded as a reduction to the original amount of goodwill
recorded, please explain why and support your accounting with
reference to appropriate accounting guidance.

8. Supplementally explain your reasons for not including summary
pro
forma information as required by paragraph 54 of SFAS 141 or
confirm
that you will revise future filings, as appropriate, to include
the
information.

Note N - Income Taxes

9. We note from your rate reconciliation that you have tax credits
and foreign sales exemptions.  Revise future filings to briefly
describe the transactions that give rise to your tax credits and
foreign sales exemptions.  Disclose when the credits and
exemptions
expire.

Note T - Product Revenue

10. We note that you have operations outside the United States.
Please revise future filings to disclose revenues and long-lived
assets by geographic area.  Refer to paragraph 38 of SFAS 131.


* * * * * * * *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


You may contact Kevin Vaughn, Staff Accountant, at (202) 824-5387
or
me at (202) 942-1984 if you have questions regarding these
comments.


					Sincerely,


					Martin F. James
					Senior Assistant Chief Accountant


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Dorrance W. Lamb
Performance Technologies, Inc.
April 18, 2005
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