Exhibit 99.2

                 Preliminary Earnings Call Script - May 15, 2003
                       Introduction from Conference Center

Wade H. Roberts, Jr. President & CEO:

     Thank you.  Let me first  read the safe  harbor  statement,  then make some
comments and finally open the line up for any  non-financial  questions  you may
have. Incidentally, Steve Markert, our CFO is also on the call with me.

     I remind  you this  call is the  property  of C&D  Technologies,  Inc.  Any
redistribution,  retransmission  or rebroadcast of this call in any form without
the express written consent of C&D  Technologies,  Inc. is strictly  prohibited.
Further,  as this call is being  webcast live and will be made  available  for a
period of time on C&D's  worldwide  website,  this call contains  time-sensitive
information  that is  accurate  only as of the date of the live  webcast of this
call - May 15th, 2003.






     This  conference  call,  which is being  broadcast on May 15th,  2003,  may
contain  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).
During  this  call,  words  and  expressions  reflecting  something  other  than
historical fact are intended to identify forward-looking statements, but are not
the exclusive means of identifying such statements. Factors that appear with any
forward-looking   statement,   or  in  the  Company's  Securities  and  Exchange
Commission filings (including,  without limitation,  the company's annual report
on Form 10-K for the fiscal  year  ended  January  31,  2003),  could  cause the
company's  actual  results  to differ  materially  from those  expressed  in any
forward-looking statements made herein.

     At this time,  as is normal  procedure  during  our  quarterly  close,  our
financial  results are being  reviewed by our auditors,  PricewaterhouseCoopers.
However,  we felt it was  important  to get  this  preliminary  news  out to the
investment community as quickly as possible,  even before the standard review is
completed.  I am not prepared to review any more financial  information  than we
have  already  disclosed  in today's  press  release,  but will field  questions
related to the industry, markets, competition and our products.

     Q1 of Fiscal Year '04 was another  extremely  challenging  quarter.  We are
disappointed that we did not meet our previously announced earnings expectations
for this  quarter,  but as  mentioned in the press  release,  we had a very weak
February and found we were unable to recover to forecasted  levels from the weak
beginning.  Backlog  finished  the quarter at $45.5  million  (and  subsequently
improved to $47 million ), up from the year-end  balance of $42.3. But even with
this improvement, we continue to have little forward visibility.

     We have continued to make the most of the difficult  market  conditions and
finished the quarter  operating  profitably  and with a  substantially  stronger
Balance Sheet than that of the previous year end.

     Debt reduction has continued,  cash flows remain strong and we again bought
back some shares in the quarter while paying our quarterly  dividend of $352,000
on 4/2/03.

     With those  comments,  let me open up the lines for any  questions  you may
have on the previously mentioned non-financial topics.