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, 2002

[ ] 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, 2002:
25,981,931

C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION Page No.

Item 1 - Financial Statements

Consolidated Balance Sheets -
April 30, 2002 and January 31, 2002................. 3

Consolidated Statements of Income - Three Months
Ended April 30, 2002 and 2001........................ 5

Consolidated Statements of Cash Flows -
Three Months Ended April 30, 2002 and 2001........... 6

Consolidated Statements of Comprehensive Income -
Three Months Ended April 30, 2002 and 2001........... 8

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

Report of Independent Accountants..................... 16

Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations... 17

Item 3 - Quantitative and Qualitative Disclosures
About Market Risk............................... 22

PART II. OTHER INFORMATION................................... 23

SIGNATURES................................................... 24

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,
2002 2002
---- ----
ASSETS

Current assets:
Cash and cash equivalents................... $ 8,225 $ 8,781
Accounts receivable, less allowance for
doubtful accounts of $2,097 and $2,278,
respectively........................... 47,321 44,968
Inventories................................. 56,307 61,674
Deferred income taxes....................... 9,750 10,156
Other current assets........................ 1,357 6,754
------- -------
Total current assets............. 122,960 132,333

Property, plant and equipment, net................ 127,012 131,207
Intangible and other assets, net.................. 23,233 24,659
Goodwill, net..................................... 109,663 107,359
------- -------
Total assets..................... $382,868 $395,558
======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short-term debt............................. $ 15,752 $ 27,255
Accounts payable............................ 18,410 19,640
Accrued liabilities......................... 20,870 22,210
Income taxes................................ 291 -
Other current liabilities................... 7,176 8,214
------- -------
Total current liabilities........ 62,499 77,319

Deferred income taxes ............................ 2,628 2,602
Long-term debt.................................... 44,986 46,892
Other liabilities................................. 19,167 18,574
------- -------
Total liabilities................ 129,280 145,387
------- -------

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,
2002 2002
---- ----
Commitments and contingencies

Minority interest................................. 8,063 8,313

Stockholders' equity:
Common stock, $.01 par value, 75,000,000
shares authorized; 28,456,628 and
28,431,728 shares issued, respectively.. 285 284
Additional paid-in capital.................. 66,271 65,893
Treasury stock, at cost, 2,494,532 and
2,414,161 shares, respectively.......... (31,355) (29,743)
Accumulated other comprehensive loss........ (1,923) (3,057)
Retained earnings........................... 212,247 208,481
------- -------
Total stockholders' equity....... 245,525 241,858
------- -------
Total liabilities and
stockholders' equity........... $382,868 $395,558
======= =======

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,
2002 2001
---- ----

Net sales............................ $ 84,062 $155,383
Cost of sales........................ 65,416 109,350
------- -------
Gross profit..................... 18,646 46,033

Selling, general and
administrative expenses.......... 8,809 13,709
Research and development
expenses......................... 2,362 2,707
------- -------
Operating income................. 7,475 29,617

Interest expense, net................ 1,184 2,050
Other (income) expense, net.......... (6) 58
------- -------
Income before income taxes and
minority interest............. 6,297 27,509

Provision for income taxes........... 2,330 10,316
------- -------
Net income before minority
interest...................... 3,967 17,193

Minority interest.................... (157) 346
------- -------
Net income....................... $ 4,124 $ 16,847
======= =======

Net income per share - basic......... $ .16 $ .64
======= =======

Net income per share - diluted....... $ .16 $ .62
======= =======

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

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,
2002 2001
---- ----
Cash flows provided (used) by operating activities:
Net income...................................... $ 4,124 $ 16,847
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest......................... (250) 346
Depreciation and amortization............. 6,252 7,703
Deferred income taxes..................... 432 16
Loss on disposal of assets................ 130 122
Changes in:
Accounts receivable................. (2,184) (7,085)
Inventories......................... 5,594 (1,224)
Other current assets................ (208) (418)
Accounts payable.................... 541 (7,083)
Accrued liabilities................. (1,391) (758)
Income taxes payable................ 5,962 8,129
Other current liabilities........... (1,040) (2,500)
Other liabilities................... 600 74
Other, net................................ (568) 823
------- -------
Net cash provided by operating activities........... 17,994 14,992
------- -------
Cash flows provided (used) by investing activities:
Acquisition of property, plant and equipment.... (2,212) (10,771)
Proceeds from disposal of property, plant
and equipment................................ 11 14
------- -------
Net cash used by investing activities............... (2,201) (10,757)
------- -------
Cash flows provided (used) by financing activities:
Repayment of debt............................... (14,012) (1,779)
Proceeds from new borrowings.................... 300 2,900
Proceeds from issuance of common stock, net..... 313 463
Purchase of treasury stock...................... (2,660) (7,144)
Payment of common stock dividends............... (358) (362)
------- -------

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 months ended
April 30,
2002 2001
---- ----

Net cash used by financing activities............. (16,417) (5,922)
------- -------
Effect of exchange rate changes on cash........... 68 (59)
------- -------
Decrease in cash and cash equivalents............. (556) (1,746)

Cash and cash equivalents at beginning
of period...................................... 8,781 7,709
------- -------
Cash and cash equivalents at end of period........ $ 8,225 $ 5,963
======= =======

SCHEDULE OF NON CASH INVESTING
AND FINANCIAL ACTIVITIES

Decrease in property, plant, and
equipment acquisitions in
accounts payable............................... $ (789) $ (5,071)
======= =======

Minority interest dividends
declared but not paid.......................... $ 93 $ -
======= =======

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,
2002 2001
---- ----

Net income............................................... $ 4,124 $16,847

Other comprehensive (expense) income, net of tax:

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

Net unrealized gain (loss) on derivative instruments... 219 (211)

Foreign currency translation adjustments............... 915 (629)
------ ------
Total comprehensive income............................... $ 5,258 $15,904
====== ======

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, 2002. The January 31, 2002 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, 2002 and the related consolidated statements of income and
comprehensive income for the three-month periods ended April 30, 2002 and 2001
and the related consolidated statements of cash flow for the three-month periods
ended April 30, 2002 and 2001. However, interim results of operations may not be
indicative of results for the full fiscal year.

2. NEW ACCOUNTING PRONOUNCEMENTS

On February 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." This
statement addresses financial accounting and reporting for acquired goodwill and
other intangible assets. As required by SFAS No. 142, the Company discontinued
amortizing the remaining balance of goodwill. All remaining and future acquired
goodwill will be subject to an impairment test annually (or more frequently if
impairment indicators arise), using a fair-value-based approach. Other
intangible assets will continue to be amortized over their estimated useful
lives and assessed for impairment under SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. SFAS No. 144
supersedes SFAS No. 121 and the accounting and reporting provisions of
Accounting Principles Board Opinion No. 30.

In August 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 143, "Accounting for Asset Retirement Obligations." This statement
addresses financial accounting and reporting requirements for obligations
associated with the retirement of tangible long-lived assets and the associated
retirement costs. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. We are currently in the process of evaluating the impact SFAS No.
143 will have on the Company's financial position and results of operations, if
any.

3. GOODWILL AND IDENTIFIED INTANGIBLE ASSETS

Goodwill:

In conjunction with the implementation of SFAS No. 142, the Company has
completed the first step of the transitional goodwill impairment test as of
February 1, 2002 and has determined that no impairment to goodwill existed. Net
income and net income per common share adjusted to exclude goodwill amortization
is as follows:

Three Months Ended
April 30,
2002 2001
---- ----

Reported net income...................... $4,124 $16,847
Goodwill amortization, net of tax........ - 1,024
----- ------
Adjusted net income...................... $4,124 $17,871
===== ======
Reported net income per
common share - basic.................... $ .16 $ .64
Goodwill amortization, net of tax........ - .04
----- ------
Adjusted net income per
common share - basic.................... $ .16 $ .68
===== ======
Reported net income per
common share - diluted.......... .16 .62
Goodwill amortization, net of tax........ - .04
----- ------
Adjusted net income per
common share - diluted, net of tax...... .16 .66
===== ======

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

3. GOODWILL AND IDENTIFIED INTANGIBLE ASSETS (continued)

During the first quarter of fiscal 2003, no goodwill was acquired, impaired
or written off. Goodwill by operating segment was adjusted as follows:

Power Motive
Powercom Dynasty Electronics Power Total
-------- ------- ----------- ----- -----

Goodwill, January 31, 2002........................... $1,376 $57,939 $47,551 $493 $107,359
Assembled workforce reclassified..................... - - 879 - 879
Effect of exchange rate changes on goodwill.......... 2 39 1,383 1 1,425
----- ------ ------ --- -------
Goodwill, April 30, 2002............................. $1,378 $57,978 $49,813 $494 $109,663
===== ====== ====== === =======

Identified Intangible Assets:

During the first quarter of fiscal 2003, no acquisition-related intangibles
were acquired, impaired or written off.

Identified intangible assets as of April 30, 2002 consisted of the
following:

Accumulated
Gross Assets Amortization Net
------------ ------------ ---

Trade names................. $17,840 $(2,825) $15,015
Intellectual property....... 7,650 (4,903) 2,747
Other....................... 2,407 (895) 1,512
------ ------ ------
Total intangible assets..... $27,897 $(8,623) $19,274
====== ====== ======

Identified intangible assets as of January 31, 2002 consisted of the
following:

Accumulated
Gross Assets Amortization Net
------------ ------------ ---

Trade names................. $17,840 $(2,602) $15,238
Intellectual property....... 7,601 (4,706) 2,895
Other....................... 3,675 (1,251) 2,424
------ ------ ------
Total intangible assets..... $29,116 $(8,559) $20,557
====== ====== ======

Based on intangibles recorded at April 30, 2002, the annual amortization
expense is expected to be as follows:

2003 2004 2005 2006 2007
---- ---- ---- ---- ----

Trade names................. $ 892 $ 892 $ 892 $ 892 $ 892
Intellectual property....... 769 769 405 352 177
Other....................... 128 128 79 76 35
----- ----- ----- ----- -----
Total intangible assets..... $1,789 $1,789 $1,376 $1,320 $1,104
===== ===== ===== ===== =====

Amortization of identified intangibles was $447 for the first quarter of
fiscal 2003.

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

4. INVENTORIES

Inventories consisted of the following:
April 30, January 31,
2002 2002
---- ----

Raw materials............................ $23,048 $26,202
Work-in-progress......................... 11,906 12,830
Finished goods........................... 21,353 22,642
------ ------
$56,307 $61,674
====== ======

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,
2002 2001
---- ----

U.S. statutory income tax....................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 1.7 2.8
Foreign sales corporation....................... (0.4) (0.3)
Tax effect of foreign operations................ (0.3) (0.5)
Research and development credit................. (0.1) (0.1)
Other........................................... 1.1 0.6
---- ----
37.0% 37.5%
==== ====

6. NET INCOME PER COMMON SHARE

Net income per share - basic for the three months ended April 30, 2002 and
2001 is based on the weighted average number of shares of Common Stock
outstanding. Net income per share - diluted reflects the potential dilution that
could occur if stock options were exercised. Weighted average common shares and
common shares - diluted were as follows:

Three months ended
April 30,
2002 2001
---- ----
Weighted average shares
of common stock
outstanding................................... 25,971,219 26,174,480
Assumed exercise of stock
options, net of shares
assumed reacquired............................ 302,201 788,374
---------- ----------
Weighted average common
shares - diluted.............................. 26,273,420 26,962,854
========== ==========

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, 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 worker exposure to hazardous substances in the
workplace, and protecting workers from impermissible exposure to hazardous
substances, including lead, used in our manufacturing process.

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 was 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. These obligations have since been assumed by Allied's
successor in interest, Honeywell ("Honeywell").

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 two 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.

The Company and four other potentially responsible parties ("PRPs") have
agreed upon a cost sharing arrangement for the design and remediation phases of
a project related to one of the Third Party Facilities, the former NL Industries
in Pedricktown, New Jersey acting pursuant to a Consent Decree. The Company has
identified and sued additional PRPs for contribution. A reliable range of the
recovery and hence, the potential cost to the Company for the ultimate
remediation of the site cannot currently be determined as the prosecution of
claims against known PRPs has not been concluded. Accordingly, the Company has
not established a reserve for its estimated potential exposure.

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 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.

Allied and/or Honeywell 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
its Huguenot, New York facility which may require expenditures for further
investigation and remediation. Fluoride and other 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 ("NYSDEC"). The prior owner of
the site is expected to ultimately 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. The NYSDEC has issued a Record of Decision for the soil
remediation portion of this site. However, a final remediation plan for the
ground water portion has not yet been finalized with or approved by the State of
New York.

The Company, together with Johnson Controls, Inc. ("JCI"), is conducting an
assessment and remediation of contamination at its Dynasty Division facility in
Milwaukee, Wisconsin. The majority of this project was completed as of October
2001. 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 in April
2002. We are in active negotiations with both the EPA and Department of Justice
regarding a potential resolution of this matter, which is likely to result in a
penalty assessment. There is insufficient information currently available to
permit the Company to estimate the potential liability.

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 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, telecommunications and 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 products, computers and industrial
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,
OEMs.

Summarized financial information related to the Company's business segments
for the three-month periods ended April 30, 2002 and 2001 is shown below:

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

Three months ended April 30, 2002:

Net sales................................ $ 36,488 $ 21,056 $12,843 $13,675 $ 84,062
Operating income (loss).................. $ 6,004 $ 2,392 $ 136 $(1,057) $ 7,475

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

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

9. DERIVATIVE INSTRUMENTS

The following table includes all interest rate swaps as of April 30, 2002
and January 31, 2002. These interest rate swaps are designated as cash flow
hedges and, therefore, changes in the fair value, net of tax, are recorded in
accumulated other comprehensive loss.

Fixed Variable Fair Fair
Interest Interest Value Value
Notional Origination Maturity Rate Rate At At
Amount Date Date Paid Received 4/30/02 1/31/02
- -------- ----------- -------- -------- -------- ------- -------

$ 6,500 12/20/95 12/20/02 6.01% LIBOR $ (160) $ (240)

20,000 03/11/99 03/11/02 5.58% LIBOR - (77)

20,000 02/05/01 03/01/03 5.24% LIBOR (487) (783)

20,000 04/11/01 04/11/06 5.56% LIBOR (831) (735)
------- -------
$(1,478) $(1,835)
======= =======

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
currency forward contracts with a combined fair value of $(132) and $(34) as of
April 30, 2002 and January 31, 2002. Changes in the fair value of these currency
forward contracts are recorded in earnings.

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

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 its subsidiaries (the "Company") as of April 30, 2002,
and the related consolidated statements of income and comprehensive income for
each of the three-month periods ended April 30, 2002 and 2001, and the
consolidated statement of cash flows for the three-month periods ended April 30,
2002 and 2001. 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, 2002, 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 5, 2002 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet
information as of January 31, 2002, 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 22, 2002

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.

Net sales for the first quarter of fiscal 2003 decreased $71,321 or 46% to
$84,062 from $155,383 in the first quarter of fiscal 2002. This decrease
resulted from lower customer demand for products of all divisions. Sales of the
Powercom Division fell $41,437, or 53% mainly due to lower demand from the
telecommunication and UPS markets. Sales by the Dynasty Division declined
$12,381, or 37%, due to lower sales to the UPS and telecommunications markets.
Power Electronics divisional sales decreased $12,253, or 49%, primarily due to a
decline in DC to DC converter sales to key telecommunications customers. Motive
Power divisional sales dropped $5,250, or 28% due to lower sales of batteries
and chargers.

Gross profit for the first quarter of fiscal 2003 decreased $27,387 or 59%
to $18,646 from $46,033 in the same quarter of the prior year, resulting in a
decrease in gross margin from 29.6% to 22.2%. Gross profit declined in all
divisions, primarily as a result of lower sales.

Selling, general and administrative expenses for the first quarter of
fiscal 2003 decreased $4,900 or 36%. This decrease was primarily due to: (i)
lower variable selling costs associated with the decreased sales volumes; (ii)
the implementation of SFAS No. 142 which discontinued the amortization of
goodwill; (iii) lower bonus expenses; (iv) lower salary expenses; (v) lower
advertising expenses; and (vi) lower travel expenses. Partially offsetting this
decrease was the full recovery of certain litigation and settlement costs from
our insurance carriers during the first quarter of fiscal 2002, which was
reserved for in fiscal 2001.

Research and development expenses for the first quarter of fiscal 2003
decreased $345 or 13% primarily due to lower salary expenses. As a percentage of
sales, research and development expenses increased from 2% in the first quarter
of fiscal 2002 to 3% in the first quarter of fiscal 2003.

Operating income decreased $22,142 or 75% to $7,475 from $29,617 in the
first quarter of the prior year. This decrease was the result of lower operating
income generated by the Powercom, Dynasty and Power Electronics divisions
coupled with an operating loss generated by the Motive Power Division, which
recorded an operating profit in the first quarter of the prior fiscal year.

Interest expense, net, decreased $866 from the first quarter of fiscal 2002
primarily due to lower average debt balances outstanding, and a lower effective
interest rate.

Income tax expense decreased $7,986 primarily as a result of lower income
before income taxes, coupled with a slightly lower effective tax rate. The
effective tax rate consists of statutory rates adjusted for the tax impacts of
our foreign sales corporation, research and development credits and foreign
operations. The effective tax rate for the first quarter of fiscal 2003 was
37.0% compared to 37.5% in the first quarter of the prior fiscal year.

Minority interest decreased $503, primarily due to the recording of a loss
by the Shanghai, China joint venture in the first quarter of fiscal 2003
compared to income in the same period of the prior year. Minority interest
reflects the 33% ownership of the joint venture that is not owned by C&D.

As a result of the above, net income decreased $12,723 or 76% in the first
quarter of fiscal 2002 to $4,124 or 16 cents per share - basic and diluted.

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

Liquidity and Capital Resources

Net cash provided by operating activities increased $3,002 or 20% to
$17,994 for the first quarter of fiscal 2003, compared to $14,992 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 accounts payable in the
first quarter of fiscal 2003 compared to a decrease in the prior fiscal year;
(ii) a decrease in inventory in the first quarter of fiscal 2003 compared to an
increase in the prior fiscal year; (iii) a smaller increase in accounts
receivable during the first quarter of fiscal 2003 than in the first quarter of
fiscal 2002; and (iv) a smaller decrease in other current liabilities in the
first quarter of fiscal 2003 compared to the prior year. These changes,
resulting in higher net cash provided by operating activities, were partially
offset by: (i) decreases in net income and depreciation and amortization
(primarily due to the implementation of SFAS No. 142); and (ii) a smaller
increase in current taxes payable.

Net cash used by investing activities decreased $8,556 or 80% to $2,201 in
the first quarter of fiscal 2003 from $10,757 in the first quarter of fiscal
2002, primarily due to lower capital spending.

Net cash used by financing activities increased $10,495 or 177% to $16,417
in the first quarter of fiscal 2003 compared to $5,922 in the prior year. This
increase was due to an increase in long-term debt payments coupled with less
proceeds from new borrowings, partially offset by less purchases of treasury
stock.

The availability under our current loan agreements is expected to be
sufficient to meet our ongoing cash needs for working capital requirements, debt
service, capital expenditures and possible strategic acquisitions. These
agreements contain restrictive covenants that require us to maintain minimum
ratios such as fixed charges coverage and leverage ratios, as well as minimum
consolidated net worth. We were in compliance with our loan agreement covenants
at April 30, 2002. Capital expenditures during the first quarter of fiscal 2003
were incurred to fund capacity expansion, a continuing series of cost reduction
programs, normal maintenance capital and regulatory compliance. Fiscal 2003
capital expenditures are expected to be approximately $10,000 for similar
purposes.

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

NEW ACCOUNTING PRONOUNCEMENTS

On February 1, 2002, we adopted SFAS No. 142, "Goodwill and Other
Intangible Assets." This statement addresses financial accounting and reporting
for acquired goodwill and other intangible assets. As required by SFAS No. 142,
C&D discontinued amortizing the remaining balance of goodwill. All remaining and
future acquired goodwill will be subject to an impairment test annually (or more
frequently if impairment indicators arise), using a fair-value-based approach.
Other intangible assets will continue to be amortized over their estimated
useful lives and assessed for impairment under SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
SFAS No. 144 supersedes SFAS No. 121 and the accounting and reporting provisions
of Accounting Principles Board Opinion No. 30.

In conjunction with the implementation of SFAS No. 142, we have completed
the first step of the transitional goodwill impairment test as of February 1,
2002 and have determined that no impairment to goodwill existed. Net income and
net income per common share adjusted to exclude goodwill amortization is as
follows:

Three Months Ended
April 30,
2002 2001
---- ----

Reported net income............. $4,124 $16,847
Goodwill amortization........... - 1,024
----- ------
Adjusted net income............. $4,124 $17,871
===== ======
Reported net income per
common share - basic............ $ .16 $ .64
Goodwill amortization........... - .04
----- ------
Adjusted net income per
common share - basic............ $ .16 $ .68
===== ======
Reported net income per
common share - diluted.......... .16 .62
Goodwill amortization........... - .04
----- ------
Adjusted net income per
common share - diluted.......... .16 .66
===== ======

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses financial accounting and
reporting requirements for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. SFAS No. 143 is
effective for fiscal years beginning after June 15, 2002. We are currently in
the process of evaluating the impact SFAS No. 143 will have on our financial
position and results of operations, if any.

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

FORWARD-LOOKING STATEMENTS

Certain of the statements and information contained in this Quarterly
Report on Form 10-Q, 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 We operate worldwide and derive 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
currency exchange rates) and competitive factors (such as price
competition, business combinations of competitors or a decline in industry
sales from slowing economic growth) both in the United States and other
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.

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

FORWARD-LOOKING STATEMENTS (continued)

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 could also be affected by new competitive products and
technologies.

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 business, results of operations and financial condition could be
affected by significant pending and future litigation adverse to C&D, such
as, without limitation, product liability, contract and employment-related
claims and claims arising from any injury or damage to persons or the
environment from hazardous substances used, generated or disposed of in the
conduct of C&D's business (or that of a predecessor to the extent C&D is
not indemnified for those liabilities).

o Our performance depends on our ability to attract and retain qualified
personnel. 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.

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to various market risks. The primary financial risks include
fluctuations in interest rates and changes in currency exchange rates. We manage
these risks by using derivative instruments. We do not invest in derivative
securities for trading purposes, but do enter into hedging arrangements in order
to reduce our exposure to fluctuations in interest rates as well as to
fluctuations in exchange rates. Our financial instruments subject to interest
rate risk consist of debt instruments and interest rate swap contracts. The debt
instruments are subject to variable rate interest, and therefore the market
value is not sensitive to interest rate movements. Interest rate swap contracts
are used to manage our exposure to fluctuations in interest rates on our
underlying variable rate debt instruments. Additional disclosure regarding our
various market risks are set forth in our fiscal 2002 Form 10-K filed with the
Securities and Exchange Commission.

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders of C&D on May 29, 2002 the
stockholders voted on two proposals: the election of eight directors for
one-year terms and a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants for C&D for the fiscal
year ended January 31, 2003.

Proposal 1 - Election of Directors

Nominee Votes For Votes Withheld
------- --------- --------------
William Harral, III 22,728,120 129,792
Wade H. Roberts, Jr. 22,726,254 131,658
Peter R. Dachowski 22,753,491 104,421
Kevin P. Dowd 22,728,325 129,587
Robert I. Harries 22,753,091 104,821
Pamela S. Lewis 22,692,004 165,908
George MacKenzie 22,714,258 143,654
John A. H. Shober 22,687,737 170,175

Proposal 2 - Appointment of PricewaterhouseCoopers LLP as independent
accountants for C&D for the fiscal year ended January 31,
2003

For Against Abstain
--- ------- -------
22,512,506 340,182 5,224

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

(a) Exhibits

10.1 C&D Technologies, Inc. Savings Plan as restated and amended
(incorporated by reference to Exhibit 10.9 to C&D's Annual Report
on Form 10-K for the fiscal year ended January 31, 2002).

10.2 Agreement and Release dated March 1, 2002 between Mark Z. Sappir
and C&D (incorporated by reference to Exhibit 10.23 to C&D's
Annual Report on Form 10-K for the fiscal year ended January 31,
2002).

10.3 C&D Technologies, Inc. Management Incentive Bonus Plan Policy
(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, 2002 BY: /s/ Wade H. Roberts, Jr.
---------------------------------
Wade H. Roberts, Jr.
President, Chief Executive
Officer and Director
(Principal Executive Officer)

June 13, 2002 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)

EXHIBIT INDEX

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

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