UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission File No. 1-9389

C&D TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

Delaware 13-3314599
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(Address of principal executive office)
(Zip Code)

(215) 619-2700
(Registrant's telephone number, including area code)

_____________________________________
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES X NO_____

Number of shares of the Registrant's Common Stock outstanding on June 6, 2001:
26,142,968

C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION Page No.

Item 1 - Financial Statements

Consolidated Balance Sheets -
April 30, 2001 and January 31, 2001.................... 3

Consolidated Statements of Income - Three
Months Ended April 30, 2001 and 2000................... 5

Consolidated Statements of Cash Flows -
Three Months Ended April 30, 2001 and 2000............. 6

Consolidated Statements of Comprehensive Income -
Three Months Ended April 30, 2001 and 2000............. 8

Notes to Consolidated Financial Statements.............. 9

Report of Independent Accountants....................... 17

Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations....... 18

PART II. OTHER INFORMATION..................................... 22

SIGNATURES..................................................... 23

PART I. FINANCIAL INFORMATION

Item 1 - Financial Statements

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

(Unaudited)
April 30, January 31,
2001 2001
---- ----
ASSETS

Current assets:
Cash and cash equivalents................... $ 5,963 $ 7,709
Accounts receivable, less allowance for
doubtful accounts of $4,613 and
$4,121, respectively................... 95,280 88,596
Inventories................................. 78,412 77,493
Deferred income taxes....................... 11,325 10,990
Other current assets........................ 1,864 1,459
------- -------
Total current assets............. 192,844 186,247

Property, plant and equipment, net................ 130,498 130,387
Intangible and other assets, net.................. 22,760 23,309
Goodwill, net..................................... 112,937 115,576
------- -------
Total assets..................... $459,039 $455,519
======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term debt............................. $ 21,350 $ 18,172
Accounts payable............................ 33,716 45,935
Accrued liabilities......................... 34,120 34,918
Income taxes................................ 10,370 2,533
Other current liabilities................... 6,293 8,794
------- -------
Total current liabilities........ 105,849 110,352

Deferred income taxes ............................ 1,486 1,135
Long-term debt.................................... 96,947 98,849
Other liabilities................................. 20,207 20,133
------- -------
Total liabilities................ 224,489 230,469
------- -------

The accompanying notes are an integral part of these statements.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Dollars in thousands, except per share data)

(Unaudited)
April 30, January 31,
2001 2001
---- ----
Commitments and contingencies

Minority interest................................. 7,342 6,996

Stockholders' equity:
Common stock, $.01 par value, 75,000,000
shares authorized; 28,311,850 and
28,276,917 shares issued,
respectively............................ 283 283
Additional paid-in capital.................. 63,661 62,908
Treasury stock, at cost, 2,196,213 and
1,986,038 shares, respectively.......... (24,894) (17,750)
Accumulated other comprehensive loss........ (2,174) (1,231)
Retained earnings........................... 190,332 173,844
------- -------
Total stockholders' equity....... 227,208 218,054
------- -------
Total liabilities and
stockholders' equity........... $459,039 $455,519
======= =======

The accompanying notes are an integral part of these statements.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)

(Unaudited)
Three months ended
April 30,
2001 2000
---- ----

Net sales*........................... $155,383 $138,011
Cost of sales*....................... 109,350 98,896
------- -------
Gross profit..................... 46,033 39,115

Selling, general and
administrative expenses.......... 13,709 16,377
Research and development
expenses......................... 2,707 2,483
------- -------
Operating income................. 29,617 20,255

Interest expense, net................ 2,050 1,851
Other expense, net................... 58 315
------- -------
Income before income taxes and
minority interest............. 27,509 18,089

Provision for income taxes........... 10,316 6,765
------- -------
Net income before minority
interest...................... 17,193 11,324

Minority interest.................... 346 271
------- -------
Net income....................... $ 16,847 $ 11,053
======= =======

Net income per common share**........ $ .64 $ .42
======= =======
Net income per common share -
assuming dilution**.............. $ .62 $ .41
======= =======

Dividends per share**................ $ .01375 $ .01375
======= =======

* Reclassified for comparative purposes.

** Per share amounts have been adjusted to reflect the Company's June 16, 2000
two-for-one stock split, effected in the form of a 100% stock dividend,
where appropriate.

The accompanying notes are an integral part of these statements.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three months ended
April 30,
2001 2000
---- ----
Cash flows provided (used) by operating activities:
Net income...................................... $ 16,847 $ 11,053
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest......................... 346 271
Depreciation and amortization............. 7,703 6,521
Deferred income taxes..................... 16 (92)
Loss on disposal of assets................ 122 377
Changes in:
Accounts receivable................. (7,085) (10,093)
Inventories......................... (1,224) (3,624)
Other current assets................ (418) (26)
Accounts payable.................... (7,083) (1,931)
Accrued liabilities................. (758) 1,890
Income taxes payable................ 8,129 4,094
Other current liabilities........... (2,500) 8
Other liabilities................... 74 370
Other, net................................ 823 509
------- -------
Net cash provided by operating activities........... 14,992 9,327
------- -------
Cash flows provided (used) by investing activities:
Acquisition of property, plant and equipment.... (10,771) (8,715)
Proceeds from disposal of property, plant
and equipment................................ 14 140
------- -------
Net cash used by investing activities............... (10,757) (8,575)
------- -------
Cash flows provided (used) by financing activities:
Repayment of debt............................... (1,779) (4,766)
Proceeds from new borrowings.................... 2,900 1,100
Proceeds from issuance of common stock, net..... 463 1,231
Purchase of treasury stock...................... (7,144) -
Payment of common stock dividends............... (362) (359)
------- -------

The accompanying notes are an integral part of these statements.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollars in thousands)

(Unaudited)
Three monts ended
April 30,
2001 2000
---- ----

Net cash used by financing activities............. (5,922) (2,794)
------- -------
Effect of exchange rate changes on cash........... (59) (55)
------- -------
Decrease in cash and cash equivalents............. (1,746) (2,097)
Cash and cash equivalents at beginning
of period...................................... 7,709 7,121
------- -------
Cash and cash equivalents at end of period........ $ 5,963 $ 5,024
======= =======

SCHEDULE OF NON CASH INVESTING
AND FINANCIAL ACTIVITIES

Decrease in property, plant, and
equipment acquisitions in
accounts payable............................... $ (5,071) -
======= =======

The accompanying notes are an integral part of these statements.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)

(Unaudited)
Three months ended
April 30,
2001 2000
---- ----

Net income........................................ $16,847 $11,053

Other comprehensive expense, net of tax:

Cumulative effect of accounting change.......... (103) -

Net unrealized loss on derivative instruments... (211) -

Foreign currency translation adjustments........ (629) (311)
------ ------
Total comprehensive income........................ $15,904 $10,742
====== ======

The accompanying notes are an integral part of these statements.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(UNAUDITED)

1. INTERIM STATEMENTS

The accompanying interim consolidated financial statements of C&D
Technologies, Inc. (together with its operating subsidiaries, the "Company")
should be read in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report to Stockholders for the
fiscal year ended January 31, 2001. The January 31, 2001 amounts were derived
from the Company's audited financial statements. The consolidated financial
statements presented herein are unaudited but, in the opinion of management,
include all necessary adjustments (which comprise only normal recurring items)
required for a fair presentation of the consolidated financial position as of
April 30, 2001 and the related consolidated statements of income, comprehensive
income and cash flows for the three month periods ended April 30, 2001 and 2000.
However, interim results of operations may not be indicative of results for the
full fiscal year.

2. RECLASSIFICATIONS

The Company adopted Emerging Issues Task Force ("EITF") Issue 00-10,
"Accounting for Shipping and Handling Revenue and Costs," which requires amounts
charged to customers for shipping and handling be classified as revenue. The
associated shipping costs, previously classified as an offset against revenue,
are now classified as cost of goods sold. The consolidated financial statements
for the first quarter of fiscal 2001 have been adjusted to conform to the fiscal
2002 presentation.

3. STOCK SPLIT

On June 16, 2000 the Company completed a two-for-one stock split, effected
in the form of a 100% stock dividend to stockholders of record on June 2, 2000.
This transaction resulted in a transfer on the Company's balance sheet of $140
to common stock from additional paid-in capital. The accompanying financial
statements and related footnotes, including all share and per share amounts,
have been adjusted to reflect this transaction.

4. INVENTORIES

Inventories consisted of the following:
April 30, January 31,
2001 2001
---- ----

Raw materials............................ $31,947 $38,349
Work-in-progress......................... 19,953 18,703
Finished goods........................... 26,512 20,441
------ ------
$78,412 $77,493
====== ======

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)

5. INCOME TAXES

A reconciliation of the provision for income taxes from the statutory rate
to the effective rate is as follows:
Three months ended
April 30,
2001 2000
---- ----

U.S. statutory income tax....................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 2.8 3.2
Foreign sales corporation....................... (0.3) (0.4)
Tax effect of foreign operations................ (0.5) (0.2)
Research and development credit................. (0.1) (0.6)
Other........................................... 0.6 0.4
---- ----
37.5% 37.4%
==== ====

6. NET INCOME PER COMMON SHARE

Net income per common share for the three months ended April 30, 2001 and
2000 is based on the weighted average number of shares of Common Stock
outstanding. Net income per common share - assuming dilution reflects the
potential dilution that could occur if stock options were exercised. Weighted
average common shares and common shares - assuming dilution were as follows:

Three months ended
April 30,
2001 2000*
---- ----
Weighted average shares
of common stock
outstanding................................... 26,174,480 26,130,842
Assumed exercise of stock
options, net of shares
assumed reacquired............................ 788,374 748,956
---------- ----------
Weighted average common
shares - assuming
dilution...................................... 26,962,854 26,879,798
========== ==========

* Share amounts have been adjusted to reflect the Company's June 16, 2000
two-for-one stock split, effected in the form of a 100% stock dividend.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)

7. CONTINGENT LIABILITIES

With regard to the following contingent liabilities, there have been no
material changes since January 31, 2001.

Legal:

In January 2000, the Company was sued in an action captioned Puerto Rico
Electric Power Authority v. C&D Technologies, Inc., Case No. 00-1104 in the
United States District Court for the District of Puerto Rico for an alleged
breach of contract in connection with the sale of certain batteries dating back
to the mid-1990s. In August 2000 the Company entered into a settlement agreement
with respect to this claim, the cost of which was recovered from our insurance
carriers in the first quarter of fiscal 2002.

Environmental:

The Company is subject to extensive and evolving environmental laws and
regulations regarding the clean-up and protection of the environment, worker
health and safety and the protection of third parties. These laws and
regulations include, but are not limited to: (i) requirements relating to the
handling, storage, use and disposal of lead and other hazardous materials used
in manufacturing processes and solid wastes; (ii) record keeping and periodic
reporting to governmental entities regarding the use of hazardous substances and
disposal of hazardous wastes; (iii) monitoring and permitting of air and water
emissions; and (iv) monitoring and protecting workers from unpermitted exposure
to hazardous substances, including lead used in our manufacturing processes.

Notwithstanding the Company's efforts to maintain compliance with
applicable environmental requirements, if injury or damage to persons or the
environment arises from hazardous substances used, generated or disposed of in
the conduct of the Company's business (or that of a predecessor to the extent
the Company is not indemnified therefor), the Company may be held liable for
certain damages and for the costs of investigation and remediation, which could
have a material adverse effect on the Company's business, financial condition,
or results of operations. However, under the terms of the purchase agreement
with Allied Corporation ("Allied") for the acquisition of the Company (the
"Acquisition Agreement"), Allied is obligated to indemnify the Company for any
liabilities of this type resulting from conditions existing at January 28, 1986
that were not disclosed by Allied to the Company in the schedules to the
Acquisition Agreement.

The Company, along with numerous other parties, has been requested to
provide information to the United States Environmental Protection Agency (the
"EPA") in connection with investigations of the source and extent of
contamination at several lead smelting facilities (the "Third Party Facilities")
to which the Company had made scrap lead shipments for reclamation prior to the
date of the acquisition.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)

7. CONTINGENT LIABILITIES (continued)

In fiscal 1993 in accordance with an EPA order, a group comprised of the
Company and 30 other parties commenced work on the clean-up of a portion of one
of the Third Party Facilities, the former NL Industries facility in Pedricktown,
New Jersey (the "NL Site"), based on a specified remedial approach which was
completed during fiscal 1999. The Company did not incur costs in excess of the
amount previously reserved.

With regard to the remainder of the NL Site, the Company and four other
potentially responsible parties ("PRPs") have agreed upon a cost sharing
arrangement for the design and remediation phases of the project. A reliable
range of the potential cost to the Company for the ultimate remediation of the
site cannot currently be determined, nor have all PRPs been identified.
Accordingly, the Company has not established a reserve for this potential
exposure.

The Company responded to requests for information from the EPA and the
state environmental agency with regard to another Third Party Facility, the
"Chicago Site", in October 1991. Based on currently available information, the
Company believes that the potential cost of the remediation at the Chicago Site
is likely to range between $8,000 and $10,500 (based on the preliminary
estimated cost of the remediation approach negotiated with the EPA). Sufficient
information is not available to determine the Company's allocable share of this
cost. Based on currently available information, however, the Company believes
that its most likely exposure with respect to the Chicago Site will be the
approximately $283 previously reserved, the majority of which is expected to be
paid over the next two to five years.

Allied has accepted responsibility under the Acquisition Agreement for
potential liabilities relating to all Third Party Facilities other than the
aforementioned Sites.

The Company is also aware of the existence of potential contamination at
two of its properties which may require expenditures for further investigation
and remediation. At the Company's Huguenot, New York facility, fluoride
contamination in an inactive lagoon exceeding the state's groundwater standards,
which existed prior to the Company's acquisition of the site, has resulted in
the site being listed on the registry of inactive hazardous waste disposal sites
maintained by the New York State Department of Environmental Conservation. The
prior owner of the site ultimately may bear some, as yet undetermined, share of
the costs associated with this matter. The Company has established what it
believes to be an adequate reserve for all but the remediation costs, the extent
of which are not known, as a remediation plan has not yet been finalized with or
approved by the State of New York.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)

7. CONTINGENT LIABILITIES (continued)

The Company's Conyers, Georgia facility was listed on the Georgia State
Hazardous Sites Inventory. Soil at the site, which was likely contaminated from
a leaking underground acid neutralization tank and possibly storm water runoff,
has been excavated and disposed. A hydrogeologic study was undertaken to assess
the impact to groundwater. That study did not reveal any groundwater impact.
Assessment and remediation of off-site contamination was completed and the full
remediation report was submitted to the state in February 1999. The Company
received written confirmation from the state environmental agency that no
further action will be required and that the site has been removed from its
Hazardous Sites Inventory effective April 2001.

The Company, together with Johnson Controls, Inc. ("JCI"), is conducting an
assessment and remediation of contamination at its Dynasty Division facility
site in Milwaukee, Wisconsin. The majority of this project is expected to be
completed by the end of fiscal 2002. Under the purchase agreement with JCI, the
Company is responsible for (i) one-half of the cost of the on-site assessment
and remediation, with a maximum liability of $1,750, (ii) any environmental
liabilities at the facility that are not remediated as part of the current
project and (iii) environmental liabilities for claims made after the fifth
anniversary of the closing that arise from migration from a pre-closing
condition at the Milwaukee facility to locations other than the Milwaukee
facility, but specifically excluding liabilities relating to pre-closing offsite
disposal. JCI has retained all other environmental liabilities, including
off-site assessment and remediation.

In January 1999, the Company received notification from the EPA of alleged
violations of permit effluent and pretreatment discharge limits at its plant in
Attica, Indiana. The Company submitted a compliance plan to the EPA. A penalty
assessment could be made, however there is insufficient information currently
available to permit the Company to estimate its potential, if any.

The Company accrues reserves for liabilities in the Company's consolidated
financial statements and periodically reevaluates the reserved amounts for these
liabilities in view of the most current information available. Based on
currently available information, management of the Company believes that the
foregoing contingent liabilities will not have a material adverse effect on the
Company's business, financial condition or results of operations.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)

8. OPERATIONS BY INDUSTRY SEGMENT

The Company has identified the following four reportable business segments:

The Powercom Division manufactures and markets integrated reserve power
systems and components for the standby power market which includes
telecommunications, uninterruptible power supplies and utilities. Integrated
reserve power systems monitor and regulate electric power flow and provide
backup power in the event of a primary power loss or interruption. The Powercom
Division also produces the individual components of these systems, including
reserve batteries, power rectifiers, system monitors, power boards and chargers.

The Dynasty Division manufactures and markets industrial batteries
primarily for the uninterruptible power supply ("UPS"), telecommunications and
broadband cable markets. Major applications of these products include wireless
and wireline telephone infrastructure, CATV signal powering, corporate data
center powering and computer network back-up for use during power utility
outages.

The Power Electronics Division manufactures and markets custom, standard
and modified standard electronic power supply systems, including DC to DC
converters, for large original equipment manufacturers ("OEMs") of
telecommunications equipment, office copiers, workstations and other
applications.

The Motive Power Division manufactures complete systems and individual
components (including power electronics and batteries) to power, monitor, charge
and test the batteries used in electric industrial vehicles, including fork-lift
trucks, automated guided vehicles and airline ground support equipment. These
products are marketed to end users in a broad array of industries, dealers of
fork-lift trucks and other material handling vehicles, and, to a lesser extent,
OEM's.

Summarized financial information related to the Company's business segments
for the three months ended April 30, 2001 and 2000 is shown below:

Power Motive
Powercom Dynasty Electronics Power
Division Division Division Division Consolidated
-------- -------- ----------- -------- ------------

Three months ended April 30, 2001:

Net sales................................ $77,925 $33,437 $25,096 $18,925 $155,383
Operating income......................... $21,390 $ 6,050 $ 1,155 $ 1,022 $ 29,617

Three months ended April 30, 2000:

Net sales*............................... $62,154 $36,626 $19,917 $19,314 $138,011
Operating income......................... $12,143 $ 7,293 $ 766 $ 53 $ 20,255

* Reclassified for comparative purposes.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)

9. DERIVATIVE INSTRUMENTS

On February 1, 2001, the Company adopted Statement of Financial Accounting
Standard ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities. SFAS No. 133, as amended,
establishes accounting and reporting standards for derivative instruments.
Specifically, SFAS No. 133 requires an entity to recognize all derivatives as
either assets or liabilities in the statement of financial position and to
measure those instruments at fair value. Additionally, the fair value
adjustments will affect either stockholders' equity or net income depending on
whether the derivative instrument qualifies as a hedge for accounting purposes
and, if so, the nature of the hedging activity. As of February 1, 2001, the
adoption of the new standard resulted in a cumulative effect net-of-tax increase
of $103 to accumulated other comprehensive loss.

In the normal course of business, the Company uses a variety of derivative
financial instruments primarily to manage currency exchange rate and interest
rate risk. All derivatives are recognized on the balance sheet at fair value and
are generally reported in accrued liabilities. To qualify for hedge accounting,
the Company requires that the instruments are effective in reducing the risk
exposure that they are designated to hedge. For instruments that are associated
with the hedge of an anticipated transaction, hedge effectiveness criteria also
requires that it be probable that the underlying transaction will occur.
Instruments that meet established accounting criteria are formally designated as
hedges at the inception of the contract. These criteria demonstrate that the
derivative is expected to be highly effective at offsetting changes in fair
value of the underlying exposure both at inception of the hedging relationship
and on an ongoing basis. The assessment for effectiveness is formally documented
at hedge inception and reviewed at least quarterly throughout the designated
hedge period.

The Company applies hedge accounting in accordance with SFAS No. 133,
whereby the Company designates each derivative as a hedge of (i) the fair value
of a recognized asset or liability or of an unrecognized firm commitment ("fair
value" hedge); or (ii) the variability of anticipated cash flows of a forecasted
transaction or the cash flows to be received or paid related to a recognized
asset or liability ("cash flow" hedge). From time to time, however, the Company
may enter into derivatives that economically hedge certain of its risks, even
though hedge accounting is not allowed by SFAS No. 133 or is not applied by the
Company. In these cases, there generally exists a natural hedging relationship
in which changes in fair value of the derivative, which are recognized currently
in earnings, act as an economic offset to changes in the fair value of the
underlying hedged item(s). The Company did not apply hedge accounting to five
currency forward contracts as of April 30, 2001. These contracts, which were for
the delivery of Canadian Dollars, Euro Currencies and British Sterling, had a
combined fair value of $552 as of April 30, 2001. Changes in the fair value of
these currency forward contracts are recorded in earnings.

Changes in the value of a derivative that is designated as a fair value
hedge, along with offsetting changes in fair value of the underlying hedged
exposure, are recorded in earnings each period. Changes in the value of a
derivative that is designated as a cash flow hedge is recorded in accumulated
other comprehensive income (loss). When earnings are affected by the variability
of the underlying cash flow, the applicable amount of the gain or loss from the
derivative that is deferred in stockholders' equity is released to earnings.
When the terms of an underlying transaction are modified, or when the underlying
hedged item ceases to exist, all changes in the fair value of the instrument are
included in earnings each period until the instrument matures. When the

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)
(UNAUDITED)

9. DERIVATIVE INSTRUMENTS (continued)

underlying transaction ceases to exist, a hedged asset or liability is no longer
adjusted for changes in its fair value. Derivatives that are not designated as
hedges, as well as the portion of a derivative excluded from the effectiveness
assessment and changes in the value of derivatives which do not offset the
underlying hedged item throughout the designated hedge period, are recorded in
earnings each period.

In the normal course of business, the Company is exposed to the impact of
interest rate changes and foreign currency fluctuations. The Company limits
these risks by following established risk management policies and procedures
including use of derivatives and, where cost-effective, financing with debt in
the currencies in which assets are denominated. For interest rate exposures,
derivatives are used to manage the Company's exposure to fluctuations in
interest rates on the Company's underlying variable rate debt instruments. The
Company employs separate swap transactions rather than fixed rate obligations to
take advantage of the lower borrowing costs associated with floating rate debt
while also eliminating possible risk related to refinancing in the fixed rate
market. For currency exposures, derivatives are used to limit the effects of
foreign exchange rate fluctuations on financial results.

The Company does not use derivatives for trading or speculative purposes,
nor is it a party to leveraged derivatives. Further, the Company has a policy of
only entering into contracts with carefully selected major financial
institutions. When viewed in conjunction with the underlying and offsetting
exposure that the derivatives are designed to hedge, the Company has not
sustained a material loss from these instruments nor does it anticipate any
material adverse effect on its net income or financial position in the future
from the use of derivatives.

The following table includes all interest rate swaps as of April 30, 2001.
These interest rate swaps are designated as cash flow hedges and, therefore,
changes in the fair value are recorded in accumulated other comprehensive loss.

Fixed Variable
Interest Interest
Notional Origination Maturity Rate Rate Fair
Amount Date Date Paid Received Value
-------- ----------- -------- -------- -------- -----

$ 6,500 12/20/95 12/20/02 6.01% LIBOR $(120)
20,000 03/11/99 03/11/02 5.58% LIBOR (191)
20,000 02/05/01 03/01/03 5.24% LIBOR (165)
20,000 04/11/01 04/11/06 5.56% LIBOR (27)
---
$(503)
===

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of C&D Technologies, Inc.

We have reviewed the accompanying consolidated balance sheet of C&D
Technologies, Inc. and Subsidiaries (the "Company") as of April 30, 2001, and
the related consolidated statements of income and comprehensive income for each
of the three-month periods ended April 30, 2001 and 2000, and the consolidated
statement of cash flows for the three-month periods ended April 30, 2001 and
2000. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of January
31, 2001 and the related consolidated statements of income, stockholders'
equity, cash flows, and comprehensive income for the year then ended (not
presented herein), and in our report dated March 6, 2001 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
January 31, 2001, is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP
- ------------------------------

PRICEWATERHOUSECOOPERS LLP

Philadelphia, Pennsylvania
May 21, 2001

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)

All comparisons are with the corresponding periods in the prior year,
unless otherwise stated.

In December 2000 (effective as of November 26, 2000), we acquired the
Newport Components Division of Newport Technology Group Limited, a producer of
electronic power conversion products (primarily DC to DC converters) based in
the United Kingdom. For reporting purposes, this acquisition is included as part
of the Power Electronics Division and is referred to as C&D Technologies (NCL)
Limited ("NCL").

Net sales for the first quarter of fiscal 2002 increased $17,372 or 13%
over the same quarter of the prior year. This increase was primarily the result
of higher sales by the Powercom and Power Electronics divisions, partially
offset by lower sales by the Dynasty and Motive Power divisions. Powercom sales
increased $15,771 or 25% over the first quarter of last year primarily as a
result of higher sales to the telecommunications and UPS markets. Sales by the
Power Electronics Division increased $5,179 or 26% due to sales recorded by NCL
which was acquired in the fourth quarter of fiscal 2001. Dynasty Division sales
decreased $3,189 or 9% during the first quarter primarily due to lower sales to
the cable market, partially offset by higher UPS sales. Motive Power sales
during the first quarter of fiscal 2002 were very close to the same level as the
prior year, decreasing $389, or 2%.

Although sales were higher in the first quarter of fiscal 2002 than the
first quarter of the prior year, the Power Electronics Division has experienced
softening in its business, particularly from its most significant customer. In
addition, the Powercom and Dynasty divisions have experienced softening in their
businesses with respect to orders from the telecommunications and UPS markets.

Gross profit for the first quarter of fiscal 2002 increased $6,918 or 18%
to $46,033 from $39,115 in the first quarter of fiscal 2001, resulting in a
gross margin of 29.6% versus 28.3% in the first quarter of the prior year. The
increase in gross profit during the first quarter of fiscal 2002 was primarily
due to efficiencies associated with the higher sales volumes recorded by the
Powercom Division; higher gross profit recorded by the Power Electronics
Division as a result of the NCL acquisition; and improved manufacturing
efficiencies of the Motive Power Division. These increases were partially offset
by lower gross profit generated by the Dynasty Division mainly due to the lower
sales volume in the first quarter of fiscal 2002.

Selling, general and administrative expenses for the first quarter of
fiscal 2002 decreased $2,668 or 16% over the same quarter of the prior year.
This decrease was primarily due to the reduction of general and administrative
expenses associated with the full recovery of certain litigation and settlement
costs from our insurance carriers in the first quarter of fiscal 2002 which was
paid in the fourth quarter of fiscal 2001 and had been partially reserved for in
the first quarter of fiscal 2001, coupled with lower selling expenses in the
Motive, Dynasty and Powercom divisions. Partially offsetting this decrease was
additional selling, general and administrative expenses of the Power Electronics
Division, including the amortization of goodwill and other intangible assets
related to the recent acquisition of NCL.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)

Research and development expenses remained proportional to sales as a
relative percentage for the first quarter of fiscal 2002 and 2001 at
approximately 2% of sales.

Operating income increased $9,362 or 46% percent to $29,617 in the first
quarter of fiscal 2002 compared to $20,255 in the first quarter of fiscal 2001
as a result of higher operating income generated by the Powercom, Motive and
Power Electronics divisions, partially offset by lower operating income
generated by the Dynasty Division.

Interest expense, net, increased $199 from the first quarter of fiscal 2001
versus the first quarter of fiscal 2002 primarily due to higher debt balances
outstanding related to the acquisition of NCL in the fourth quarter of fiscal
2001.

Income tax expense increased $3,551 primarily as a result of higher income
before income taxes. The effective tax rate consists of statutory rates adjusted
for the tax impacts of our foreign sales corporation, foreign operations and
research and development credits. The effective tax rate for the first quarter
of fiscal 2002 was 37.5% compared to 37.4% in the first quarter of the prior
year.

Minority interest of $346 in the first quarter of fiscal 2002 reflects the
33% ownership of a joint venture battery business located in Shanghai, China
that is not owned by C&D. This increase in minority interest was due to improved
profitablity.

As a result of the above, net income increased $5,794, or 52% percent in
the first quarter of fiscal 2002 to $16,847 or 64 cents per common share - basic
and 62 cents per common share - assuming dilution.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities increased $5,665 or 61% to
$14,992 for the first quarter of fiscal 2002 compared to $9,327 for the same
quarter of the prior year. This increase in net cash provided by operating
activities was primarily due to: (i) an increase in net income, depreciation and
amortization; (ii) less of an increase in inventories and accounts receivable;
and (iii) a larger increase in taxes payable. These changes resulting in higher
net cash provided by operating activities were partially offset by: (i) a larger
reduction in accounts payable; (ii) a decrease in accrued liabilities in the
first quarter of fiscal 2002 compared to an increase in the same quarter of the
prior year; and (iii) a decrease in other current liabilities in the first
quarter of the current year versus an increase in the comparable quarter of the
prior year.

Net cash used by investing activities in the first quarter of fiscal 2002
increased $2,182 over the first quarter of the prior year primarily due to
higher capital spending.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)

LIQUIDITY AND CAPITAL RESOURCES (continued)

Net cash used by financing activities in the first quarter of fiscal 2002
increased $3,128 over the first quarter of fiscal 2001 primarily due to the
purchase of treasury stock, partially offset by higher debt borrowings and lower
repayment of debt the first quarter of fiscal 2002.

The availability under our current loan agreement is expected to be
sufficient to meet our ongoing cash needs for working capital requirements, debt
service, capital expenditures and possible strategic acquisitions. Capital
expenditures during the first quarter of fiscal 2002 were incurred primarily to
fund capacity expansion, new product development, a continuing series of cost
reduction programs, normal maintenance capital, and regulatory compliance.
Fiscal 2002 capital expenditures are expected to be less than $40,000 for
similar purposes.

FORWARD-LOOKING STATEMENTS

Certain of the statements and information contained in this Quarterly
Report on Form 10-Q, including, without limitation, information appearing under
Item 2, "Management's Discussion and Analysis of Financial Condition and Results
of Operations," are "forward-looking statements" (within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934) and, accordingly, are subject to risks and uncertainties. For such
statements, C&D claims the protection of the safe-harbor for forward-looking
statements contained in the Private Securities Litigation Act of 1995. The
factors that could cause actual results to differ materially from anticipated
results expressed or implied in any forward-looking statement include those
referenced in the forward-looking statement, following the forward-looking
statement, described in the notes to the Consolidated Financial Statements and
other factors discussed in this Quarterly Report on Form 10-Q and our other
filings with the Securities and Exchange Commission. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to
update or revise these statements to reflect events or circumstances occurring
after the date of this Quarterly Report on Form 10-Q.

Forward-looking statements may be identified by their use of words like
"plans," "expects," "will," "anticipates," "intends," "projects," "estimates" or
other words of similar meaning. All statements that address expectations or
projections about the future, including statements about our strategy for
growth, product development, market position, expenditures and financial
results, are forward-looking statements. Forward-looking statements are based on
certain assumptions and expectations of future events. We cannot guarantee that
these assumptions and expectations are accurate or will be realized. Following
are some of the important factors that could cause our actual results to differ
materially from those projected in any such forward-looking statements:

o C&D operates worldwide and derives a portion of our revenue from sales
outside the United States. Changes in the laws or policies of governmental
and quasi-governmental agencies, as well as social and economic conditions,
in the countries in which we operate could affect our business in these
countries and our results of operations. In addition, economic factors
(including inflation and fluctuations in interest rates and foreign

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
(Dollars in thousands, except per share data)

FORWARD-LOOKING STATEMENTS (continued)

currency exchange rates) and competitive factors (such as price
competition, business combinations of competitors or a decline in industry
sales from slowing economic growth) in the countries in which we conduct
business could affect our results of operations.

o Our results of operations could be significantly impacted by adverse
conditions in the domestic and global economies or the markets in which we
conduct business, such as telecommunications, UPS, CATV, switchgear and
control and material handling.

o Our ability to grow earnings could be affected by increases in the cost of
raw materials, particularly lead. We may not be able to fully offset the
effects of higher raw material costs through price increases or
productivity improvements.

o Our ability to meet customer demand depends, in part, on our ability to
obtain timely and adequate delivery of parts and components from our
suppliers and internal manufacturing capacity. Although we work closely
with our suppliers to avoid shortages, there can be no assurance that we
will not encounter shortages in the future. A reduction or interruption in
component supply or a significant increase in the price of one or more
components could have a material adverse effect on our operations.

o Our growth objectives are largely dependent on our ability to renew our
pipeline of new products and to bring these products to market. This
ability may be adversely affected by difficulties or delays in product
development, such as the inability to: identify viable new products;
successfully complete research and development projects; obtain adequate
intellectual property protection; or gain market acceptance of the new
products. Our growth objectives are also largely dependent upon our ability
to successfully expand our production capacity.

o As part of our strategy for growth, we have made and may continue to make
acquisitions, and in the future, may make divestitures and form strategic
alliances. There can be no assurance that these will be completed or
beneficial to us.

o Our facilities are subject to a broad array of environmental laws and
regulations. The costs of complying with complex environmental laws and
regulations, as well as internal voluntary programs, are significant and
will continue to be so for the foreseeable future. Our accruals for such
costs and liabilities may not be adequate since the estimates on which the
accruals are based depend on a number of factors including the nature of
the problem, the complexity of the site, the nature of the remedy, the
outcome of discussions with regulatory agencies and other PRPs at
multiparty sites, and the number and financial viability of other PRPs.

o Our results of operations could be affected by significant pending and
future litigation adverse to C&D, such as, without limitation, product
liability, contract and employment-related claims.

o Our performance depends on our ability to attract and retain qualified
personnel. The level of competition among employers for skilled personnel
is high. We cannot assure that we will be able to continue to attract and
retain qualified personnel.

The foregoing list of important factors is not all-inclusive, or
necessarily in order of importance.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

10.1 C&D Technologies, Inc. Management Incentive Bonus Plan Policy
(filed herewith).

10.2 Uncommitted loan facility dated June 5, 2001 between C&D Holdings
Limited and ABN AMRO Bank N.V. (filed herewith).

15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information (filed
herewith).

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 thereunto duly authorized.

C&D TECHNOLOGIES, INC.

June 13, 2001 BY: /s/ Wade H. Roberts, Jr.
---------------------------------
Wade H. Roberts, Jr.
President, Chief Executive
Officer and Director
(Principal Executive Officer)

June 13, 2001 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)

EXHIBIT INDEX

10.1 C&D Technologies, Inc. Management Incentive Bonus Plan Policy.

10.2 Uncommitted loan facility dated June 5, 2001 between C&D Holdings
Limited and ABN AMRO Bank N.V.

15. Letter from PricewaterhouseCoopers LLP, independent accountants
for C&D, regarding unaudited interim financial information.