SecProbe.io

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Mail Stop 6010

    June 1, 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
		File No. 0-27460

Dear Mr. Lamb:

      We have reviewed your response letter dated May 20, 2005 and
have the following additional comments.  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.

      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 for the fiscal year ended December 31, 2004

Non-GAAP information

1. In part (a) of your response to prior comment 1, you indicate
that
you will no longer adjust for restructuring charges in the non-
GAAP
measure.  However, the table for 2004 shown in part (b) of the
response continues to include an adjustment for restructuring
charges.  Please confirm that you will remove the adjustment for
restructuring charges in your future filings, including future
presentations of the 2004 non-GAAP measures.

2. We note the discussion included in your response to prior
comment
1 relating to the adjustments for in-process R&D charges in the
non-
GAAP measures you presented.  We note that you recorded these
charges
in 2002 and 2004 and that given the nature and size of your
business
they are reasonably likely to recur.  Please confirm that in
future
filings you intend to comply with Item 10(e)(1)(ii)(B) of
Regulation
S-K which prohibits the inclusion of non-GAAP measures that
eliminate
items identified as non-recurring, infrequent or unusual when the
nature of the charge or gain is such that it is reasonably likely
to
recur within two years or there was a similar charge or gain
within
the prior two years.

3. We note from the last bullet point of part (d) of your response
to
prior comment 1 that "the Company believes that this non-GAAP net
income measure provides investors with a more transparent and
enhanced view of the true operations and financial condition of
the
Company."  In addition, in your March 31, 2005 Form 10-Q you say
that
the company`s results excluding non-recurring items provide
"better"
comparability of its operations.  These statements appear to place
greater prominence on the non GAAP measures and may confuse
investors
into believing that they should view the non-GAAP financial
measure
as being superior to the comparable GAAP measures.  Please revise
your presentation in future filings to eliminate these confusing
statements.  Refer to Item 10(e)(1)(i)(A).

Note B - Acquisitions

4. We note your responses to prior comments 4 and 8.  However, we
also note that the final investment in Mapletree represents 10.2%
of
your total assets at December 31, 2003 and that the acquisition
significantly impacted your 2004 operating results, as evidenced
by
your references to the effects of the transaction in several
sections
of Management`s Discussion and Analysis.  As a result, it would
appear that the disclosures called for by SFAS 141 would be
meaningful to an investor`s judgment.

* Please confirm that you will provide the disclosures required by
paragraphs 51 through 57 of SFAS 141, including the purchase price
allocation and the pro forma data for 2003, in your next Form 10-Q
and in your other future filings, as appropriate.  Provide us with
a
copy of your proposed disclosure.

* If you continue to believe the disclosures are not needed,
please
provide us with your analysis considering the guidance in SAB 99.

5. We note the statement in your response to comment 6 that
Mapletree
Networks incurred "substantial losses" in the years preceding the
acquisition.  Please tell us the amounts of any losses in the last
five years and show us how you treated these losses in your
calculations of the significant subsidiary test when determining
the
need for financial statements pursuant to Rule 3-05 of Regulation
S-
X.

* * * * * * * *

      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 cover 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.

      You may contact Kevin Vaughn, Staff Accountant, at (202)
551-
3643 or me at (202) 551-3671 if you have questions regarding these
comments.

						Sincerely,

						Martin F. James
						Senior Assistant Chief Accountant

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Dorrance Lamb
Performance Technologies, Inc.
June 1, 2005
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