EXHIBIT 10.5
                 
                 C&D CHARTER POWER SYSTEMS, INC.
                         3043 Walton Road
                    Plymouth Meeting, PA 19462


                                   April 3, 1995





Mr. George C. Branca
1611 Winchester Drive
Blue Bell, PA  19422


Dear Mr. Branca:

          We refer to the Employment Agreement (the "Employment
Agreement"), dated April 7, l992, between C&D Charter Power
Systems, Inc., a Delaware corporation, and you.

          Section 2 of the Employment Agreement is hereby amended
by inserting "(a)" after the caption thereof, and by inserting
the following new paragraph at the end of such Section:

          "(b)  If your employment hereunder shall be
          terminated (i) by the Company without Cause
          (as defined in Section 10(c) therefor having
          been given to you (other than pursuant to
          Sections 10(a) or 10(b), or (ii) as a result
          of the non-renewal of this Agreement by the
          Company upon expiration of the Initial Term
          or any renewal term, then for a one year
          period after the effective date of such
          termination the Company shall pay you at the
          rate of your Base Salary in effect at the
          time of such termination.

          Section 7(a) the Employment Agreement is hereby amended
by deleting the last sentence thereof.

          Section 10(b) of the Employment Agreement is hereby
amended by adding the following sentence after the first sentence
thereof:

Page Two


          Notwithstanding the foregoing, if this
          Agreement is terminated pursuant to this
          Section, the Company shall pay any accrued
          but unpaid Base Salary through the date of
          termination and any reimbursable expenses due
          to you hereunder.

          Except as modified hereby, the Employment Agreement
remains unchanged and in full force and effect.

          If you are in agreement with the foregoing, please so
indicate by signing in the space indicated below, whereupon this
letter will become a binding agreement between us amending the
Employment Agreement.

                              Very truly yours,

                              C&D CHARTER POWER SYSTEMS, INC.


                              By  \s\ Alfred Weber
                              ___________________________
                                Alfred Weber
                                President

Agreed to and accepted
as of the date first above written:


\s\ George C. Branca
___________________________
George C. Branca