Exhibit 14


     This section  constitutes C&D's Code of Ethics as defined in item 406(b) of
Regulation S-K. It applies to C&D's chief executive officer and all personnel of
C&D and its subsidiaries and/or divisions serving in a finance,  accounting, tax
or investor  relations role,  including but not limited to C&D's chief financial
officer,  chief accounting  officer and controller or persons performing similar
functions.  While  it is  recognized  that no  control  system,  no  matter  how
well-designed and operated,  can provide absolute  assurance that the objectives
of the  control  system are met,  and no  evaluation  of  controls  can  provide
absolute  assurance  that all control  issues and  instances  of fraud,  if any,
within a  company  have  been  detected,  nonetheless,  these  individuals  hold
important  roles in  corporate  governance  and are  expected  to fulfill  their
responsibilities  by  adhering  to these  principles  themselves  and helping to
ensure that a culture  exists  throughout  the  Company  that  promotes  ethical
conduct and compliance  with applicable  laws and  regulations,  and ensures the
fair and timely reporting of Company financial results and condition, as well as
other information required by Securities and Exchange Commission regulations.

Each individual covered by this Code of Ethics has the obligation to:

a.   Engage in and promote  honest and ethical  conduct,  including  the ethical
     handling of actual or apparent  conflicts of interest  between personal and
     professional relationships;

b.   Produce  full,  fair,  accurate,  timely and  understandable  disclosure in
     reports and documents that C&D or its  subsidiaries  files with, or submits
     to,  the   Securities   and  Exchange   Commission   and  in  other  public
     communications made by C&D or its subsidiaries;

c.   Comply with applicable governmental laws, rules and regulations, as well as
     the rules and regulations of the New York Stock Exchange;

d.   Promptly  report  any  possible  violation  of this  Code of  Ethics to the
     Corporate  Compliance Officer and/or the Chairperson of the Audit Committee
     or any of the  persons  designated  from  time to time by  C&D's  Board  of
     Directors for such purposes; and

e.   Refrain  absolutely  from  directly  or  indirectly  taking  any  action to
     fraudulently   influence,   coerce,   manipulate  or  mislead  C&D  or  its
     subsidiaries'  independent  public accountants for the purpose of rendering
     the financial statements of C&D or its subsidiaries misleading.

     Each individual covered by this Code of Ethics will be held accountable for
his or her adherence to it.  Failure to observe the terms of this Code of Ethics
may  result  in  disciplinary  action,  up  to  and  including   termination  of
employment.  Violations of this Code of Ethics may also constitute violations of
law and may result in civil and criminal  penalties for the  Individual,  his or
her supervisors and/or C&D.

     Reporting  any  possible  violation  of  this  Code of  Ethics  may be made
anonymously.  It is against Company policy to retaliate against any employee for
good faith reporting of violations of this Code of Ethics.  Questions  regarding
the best course of action in a particular  situation should promptly be directed
to the Corporate Compliance Officer.  This Code of Ethics was adopted by the C&D
Technologies Board of Directors on May 28, 2003.