SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended July 31, 1996 Commission File No. 1-9389

CHARTER POWER SYSTEMS, 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)

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 September 9,
1996: 6,309,644

CHARTER POWER SYSTEMS, INC.
AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION Page No.

Item 1 - Financial Statements

Consolidated Balance Sheets -
July 31, 1996 and January 31, 1996.................... 3

Consolidated Statements of Income -
Three and Six Months Ended July 31, 1996
and 1995............................................. 5

Consolidated Statements of Cash Flows -
Six Months Ended July 31, 1996 and 1995............... 6

Notes to Consolidated Financial Statements............ 8

Report of Independent Accountants..................... 14

Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 15

PART II. OTHER INFORMATION 18

SIGNATURES 19

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

(Unaudited)
July 31, January 31,
1996 1996
---- ----
ASSETS

Current assets:
Cash and cash equivalents................. $ 1,219 $ 5,472
Restricted cash and cash equivalents...... 1,805 5,402
Accounts receivable, less allowance for
doubtful accounts of $1,429 and
$1,421, respectively................. 38,436 31,855
Inventories............................... 41,764 35,227
Deferred income taxes..................... 5,823 6,235
Other current assets...................... 2,965 1,367
-------- --------
Total current assets........... 92,012 85,558

Property, plant and equipment, net.............. 49,061 39,375
Intangible and other assets, net................ 5,481 3,287
Goodwill, net................................... 11,388 2,607
-------- --------
Total assets................... $157,942 $130,827
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt......... $ 1,241 $ 200
Accounts payable.......................... 21,710 19,008
Accrued liabilities....................... 13,555 13,513
Other current liabilities................. 3,504 2,535
-------- --------
Total current liabilities...... 40,010 35,256

Deferred income taxes........................... 3,338 2,750
Long-term debt.................................. 29,752 15,417
Other liabilities............................... 9,304 8,478
-------- --------
Total liabilities.............. 82,404 61,901
-------- --------

The accompanying notes are an integral part of these statements.

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Dollars in thousands)

(Unaudited)
July 31, January 31,
1996 1996
---- ----
Commitments and contingencies

Stockholders' equity:
Common stock, $.01 par value,
10,000,000 shares authorized;
6,504,226 and 6,326,176 shares
issued, respectively.................. 65 63
Additional paid-in capital................. 38,678 36,283
Minimum pension liability adjustment....... (760) (760)
Treasury stock, at cost, 57,400 shares .... (1,304) (1,304)
Notes receivable from stockholder,
net of discount of $120............. (1,601) --
Cumulative translation adjustment.......... (126) --
Retained earnings.......................... 40,586 34,644
-------- --------
Total stockholders' equity...... 75,538 68,926
-------- --------
Total liabilities and
stockholders' equity.......... $157,942 $130,827
======== ========

The accompanying notes are an integral part of these statements.

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)

(Unaudited) (Unaudited)
Three months ended Six months ended
July 31, July 31,
1996 1995 1996 1995
---- ---- ---- ----

Net sales............................ $71,748 $63,381 $134,177 $122,158
Cost of sales........................ 56,467 48,057 103,775 93,042
------- ------- -------- --------
Gross profit..................... 15,281 15,324 30,402 29,116
Selling, general and
administrative expenses......... 8,653 7,382 16,096 14,447
Research and development
expenses......................... 2,162 1,447 4,036 3,040
------- ------- -------- --------
Operating income................. 4,466 6,495 10,270 11,629
Interest expense, net................ 291 294 553 525
Other expense, net................... 130 199 127 255
------- ------- -------- --------
Income before income taxes....... 4,045 6,002 9,590 10,849
Provision for income taxes........... 1,395 2,072 3,294 3,744
------- ------- -------- --------
Net income....................... $ 2,650 $ 3,930 $ 6,296 $ 7,105
======= ======= ======== ========
Net income per common and
common equivalent share.......... $ .40 $ .61 $ .96 $ 1.11
======= ======= ======== ========
Weighted average common and
common equivalent shares......... 6,602 6,434 6,576 6,414
======= ======= ======= ========
Dividends per share.................. $0.0275 $0.0275 $0.0550 $ 0.0550
======= ======= ======= ========

The accompanying notes are an integral part of these statements.

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Six months ended
July 31,
1996 1995*
---- ----
Cash flows provided (used) by operating activities:
Net income ..................................... $ 6,296 $ 7,105
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............. 4,104 3,138
Deferred income taxes..................... 1,000 (342)
Loss on disposal of assets................ 10 139
Changes in:
Accounts receivable................. (3,976) (2,024)
Inventories......................... 602 (6,418)
Other current assets................ (391) (185)
Accounts payable.................... 928 4,431
Accrued liabilities................. (1,654) (27)
Income taxes payable................ (72) 78
Other current liabilities........... 477 (533)
Other liabilities................... 609 799
Other, net................................ 63 (225)
------- -------
Net cash provided by operating activities........... 7,996 5,936
------- -------
Cash flows provided (used) by investing activities:
Acquisition of businesses, net of cash
acquired..................................... (19,739) --
Acquisition of property, plant and equipment ... (8,847) (3,430)
Change in restricted cash....................... 3,597 75
------- -------
Net cash used by investing activities............... (24,989) (3,355)
------- -------
Cash flows provided (used) by financing activities:
Repayment of long-term debt..................... (7,094) (2,223)
Proceeds from new borrowings.................... 20,500 --
Proceeds from issuance of common stock.......... 739 368
Payment of common stock dividends............... (350) (492)
Purchase of treasury stock...................... -- (317)
Note receivable from stockholder in
connection with issuance of common stock...... (1,057) --
------- -------

The accompanying notes are an integral part of these statements.

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollars in thousands)

(Unaudited)
Six months ended
July 31,
1996 1995*
---- ----

Net cash provided (used) by financing activities.... 12,738 (2,664)
------- ------
Effect of exchange rate changes on cash............. 2 11
------- ------
Decrease in cash and cash equivalents............... (4,253) (72)
Cash and cash equivalents at beginning
of period........................................ 5,472 1,097
------- ------
Cash and cash equivalents at end of period.......... $ 1,219 $1,025
======= ======

SUPPLEMENTAL CASH FLOW DISCLOSURES

Interest paid, net.................................. $ 593 $ 701
Income taxes paid................................... 2,368 4,008

SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES

Acquired businesses:
Estimated fair value of assets acquired....... $14,565 $ --
Goodwill and identifiable intangible
assets . ................................... 11,661 --
Purchase price obligations.................... (1,160) --
Cash paid, net of cash acquired............... (19,739) --
------- ------
Liabilities assumed........................... $ 5,327 $ --
======= ======

Dividends declared but not paid..................... $ 177 $ --

Note receivable from stockholder in connection
with issuance of common stock..................... $ 664 $ --

* Reclassified for comparative purposes.

The accompanying notes are an integral part of these statements.

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(UNAUDITED)

1. INTERIM STATEMENTS

The accompanying interim consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes thereto
contained in the Company's Annual Report to Shareholders for the fiscal year
ended January 31, 1996. 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 July 31, 1996 and the
consolidated statements of income for the three and six months ended July 31,
1996 and 1995 and the consolidated statements of cash flows for the six months
ended July 31, 1996 and 1995. However, interim results of operations necessarily
involve more estimates than annual results and are not indicative of results for
the full fiscal year.

2. INVENTORIES

Inventories consisted of the following:
July 31, January 31,
1996 1996
---- ----

Raw materials ........................... $18,817 $14,033
Work-in-progress ........................ 11,277 9,357
Finished goods .......................... 11,670 11,837
------- -------
$41,764 $35,227
======= =======

3. INCOME TAXES

A reconciliation of the provision for income taxes from the statutory
rate to the effective rate is as follows:
Six months ended
July 31,
1996 1995
---- ----

U.S. statutory income tax ...................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 3.3 3.7
Reduction in valuation allowance................ -- (3.8)
Reduction of taxes provided in prior years...... (3.1) --
Other........................................... (0.9) (0.4)
---- ----
34.3% 34.5%
==== ====

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands)
(UNAUDITED)

4. CONTINGENT LIABILITIES

With regard to the following contingent liabilities there have been no
material changes since January 31, 1996.

Because the Company uses lead and other hazardous substances in its
manufacturing processes, it is subject to numerous federal, Canadian, Mexican,
state and local laws and regulations that are designed to protect the
environment and employee health and safety. These laws and regulations include
requirements of periodic reporting to governmental agencies regarding the use
and disposal of hazardous substances and compliance with rigorous criteria
regarding exposure to employees and the disposal of scrap. In the opinion of the
Company, the Company complies in all material respects with these laws and
regulations.

Notwithstanding such compliance, if damage to persons or the
environment has been or is caused by hazardous substances used or generated in
the conduct of the Company's business, the Company may be held liable for the
damage and be required to pay the cost of remedying the same, and the amount of
any such liability might be material to the results of operations or financial
condition. However, under the terms of the purchase agreement with 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. As of January 16, 1989, the Company, with the concurrence of
Allied, entered into an agreement with other potentially responsible parties
(PRPs) relating to remediation of a portion of one of the Third Party
Facilities, the former NL Industries (NL), facility in Pedricktown, New Jersey
(the NL Site), which agreement provides for their joint funding on a
proportionate basis of certain remedial investigation and feasibility study
activities with respect to that site.

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands)

4. 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 cleanup of a portion of
the NL Site based on a specified remedial approach which is now completed. Based
on currently available information and well defined contribution levels of the
other parties, including NL Industries, the Company does not expect to incur
costs in excess of the $138 previously reserved.

With regard to the remainder of the NL Site, the EPA is pursuing
negotiations with NL and the other PRPs, including the Company, regarding the
conduct and funding of the remedial work plan. The EPA has proposed a cost
allocation plan, however, the allocation percentages between parties and the
basis for allocation of cost are not defined in the plan or elsewhere.
Therefore, a reliable range of the potential cost to the Company of this phase
of the clean-up cannot currently be determined. Accordingly, the Company has not
created any reserve for this potential exposure.

The remedial investigation and feasibility study at a second Third
Party Facility, the former Tonolli Incorporated facility at Nesquehoning,
Pennsylvania (the Tonolli Site), was completed in fiscal 1993. The EPA and the
PRPs are continuing to evaluate the draft remedial design work plan for the
site. Based on the estimated cost of the remedial approach selected by the EPA,
the Company believes that the potential cost of remedial action at the Tonolli
Site is likely to range between $16,000 and $17,000. The Company's allocable
share of this cost has not been finally determined, and will depend on such
variables as the financial capability of various other PRPs to fund their
respective allocable shares of the remedial cost. Based on currently available
information, however, the Company believes that its most likely exposure with
respect to the Tonolli Site will be the approximately $579 previously reserved,
the majority of which is expected to be paid over the next three to five years.

The Company has responded to requests for information from the EPA with
regard to three other Third Party Facilities, one in September 1991, one (the
Chicago Site) in October 1991 and the third (the ILCO Site) in October 1993. Of
the three sites, the Company has been identified as a PRP at the ILCO and
Chicago Sites only.

Based on currently available information, the Company believes that the
potential cost of remediation at the ILCO Site is likely to range between
$54,000 and $59,000 (based on the estimated costs of the remedial approach
selected by the EPA). The Company's allocable share of this cost has not been
finally determined and will depend on such variables as the financial capability
of various other PRPs to fund their respective allocable shares of

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands)

4. CONTINGENT LIABILITIES (continued)

the remedial cost. However, on October 31, 1995 the Company received
confirmation from the EPA that it is a de minimis PRP at the ILCO Site. Based on
currently available information, however, the Company believes that its most
likely exposure with respect to the ILCO Site is an immaterial amount which has
been previously reserved, the majority of which is expected to be paid over the
next three to five years.

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 costs 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. Based on currently available information, management of
the Company believes that the foregoing will not have a material adverse effect
on the Company's financial condition or results of operations.

5. ACQUISITIONS

Effective February 22, 1996 the Company acquired certain equipment and
inventory of LH Research, Inc. used in their power supply business, along with
all rights to the name "LH Research," for approximately $4,100, subject to
certain adjustments. The Company used available cash to finance the acquisition.

The acquisition has been recorded using the purchase method of
accounting and the net purchase price approximates the fair value of the assets
acquired. The results of operations are included in the Company's consolidated
financial statements from the date of acquisition.

Effective March 12, 1996, the Company acquired from Burr-Brown
Corporation its entire interest in Power Convertibles Corporation (PCC)
consisting of 1,044,418 shares of PCC common stock and all outstanding preferred
stock. In addition the Company acquired or repaid approximately $5,200 of
indebtedness of PCC. On April 26, 1996, the Company

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except per share data)

5. ACQUISITIONS (continued)

acquired 190,000 shares of PCC common stock from the former chief executive
officer of PCC which together with the shares previously acquired represents in
excess of 99.6% of the outstanding PCC common stock. As of May 29, 1996, the
Company purchased all remaining shares of PCC common stock and shares of PCC
common stock covered by stock options.

The source of funds for the acquisition was advances under the
Company's existing credit facility with NationsBank, N.A., National Westminster
Bank, NJ and CoreStates Bank, N.A. PCC is engaged in the business of designing
and manufacturing DC to DC converters used in communications, computer, medical
and industrial and instrumentation markets and also produces battery chargers
for cellular phones.

The acquisition has been recorded using the purchase method of
accounting. The aggregate purchase price of approximately $17,000 has been
allocated on the basis of the estimated fair market values of the assets
acquired and liabilities assumed. The excess of the aggregate purchase price
over the estimated fair market values of the net assets acquired was recognized
as goodwill and is being amortized over a period of 20 years. The results of
operations are included in the Company's consolidated financial statements from
the date of acquisition.

The following unaudited pro forma financial information combines the
consolidated results of operations as if both acquisitions had occurred as of
the beginning of the periods presented. Pro forma adjustments include only the
effects of events directly attributed to a transaction that are factually
supportable and expected to have a continuing impact. The pro forma adjustments
contained in the table below include amortization of intangibles, interest
expense on the acquisition debt, elimination of interest expense on debt not
acquired, reduction of certain selling, general and administrative expenses and
the related income tax effects.

Six months
ended July 31,
1996 1995
---- ----

Net sales $136,100 $142,657
Net income 6,042 6,545
Net income per common and
common equivalent share $ .92 $ 1.02

CHARTER POWER SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands)

5. ACQUISITIONS (continued)

The pro forma financial information does not necessarily reflect the
operating results that would have occurred had the acquisitions been consummated
as of the above dates, nor is such information indicative of future operating
results. In addition, the pro forma financial results contain estimates since
the acquired businesses did not maintain information on a period comparable with
the Company's fiscal year-end.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
Charter Power Systems, Inc.

We have reviewed the accompanying consolidated balance sheet of Charter Power
Systems, Inc. and Subsidiaries as of July 31, 1996, the related consolidated
statements of income for the three and six months ended July 31, 1996 and 1995
and the related consolidated statements of cash flows for the six months ended
July 31, 1996 and 1995. 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 financial statements for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of January 31, 1996 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year then ended (not presented herein); and in our report dated March 22, 1996,
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, 1996, is fairly presented, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 29, 1996

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The Company completed two acquisitions during the first quarter of
fiscal 1996. Effective February 22, 1996, the Company purchased certain
equipment and inventory of LH Research, Inc., ("LH") a Costa Mesa, California
based manufacturer of standard power supply systems for the electronics
industry. The power supplies are used in telecommunications, computer, medical,
process control and other industrial applications. Effective March 12, 1996, the
Company acquired from Burr-Brown Corporation its entire interest in Power
Convertibles Corporation ("PCC") consisting of 1,044,418 shares of PCC common
stock and all outstanding preferred stock. In addition the Company acquired or
repaid approximately $5,200,000 of indebtedness of PCC. On April 26, 1996, the
Company acquired 190,000 shares of PCC Common Stock from the former chief
executive officer of PCC, which together with shares previously acquired by the
Company represented in excess of 99.6% of the outstanding PCC Common Stock. As
of May 29, 1996 the Company purchased all remaining shares of PCC Common Stock
and shares of PCC Common Stock covered by stock options. Tucson, Arizona based
PCC produces DC to DC converters used in communications, computer, medical and
industrial and instrumentation markets and also produces battery chargers for
cellular phones.

Net sales for the fiscal 1997 second quarter and six months ended July
31, 1996 increased $8,367,000 or 13 percent and $12,019,000 or 10 percent,
respectively, compared to the equivalent periods in fiscal 1996. Sales for the
second quarter and half year of fiscal 1997 increased as a result of sales
recorded by the Company's PCC and LH subsidiaries, coupled with lower motive
power and power supplies sales, partially offset by higher sales to the
telecommunications industry. Sales resulting from the acquisitions completed
earlier this year were approximately $9,000,000 and $14,000,000 for the quarter
and six months ended July 31, 1996, respectively. On a company wide basis, sales
to the telecommunications market increased approximately 32 percent and 28
percent for the fiscal 1997 second quarter and six months ended July 31, 1996,
respectively. Sales of motive power products were down 19 percent for the
current quarter and 18 percent for the first half of fiscal 1997 due to lower
volumes partially offset by higher prices.

Gross profit was flat for the second quarter of fiscal 1997 and
increased $1,286,000 or 4 percent for the six-month period ended July 31, 1996.
Gross margins decreased to 21.3 percent from 24.2 percent for the quarter and to
22.7 percent from 23.8 percent for the year to date. Gross profit for the second
quarter and for the six months ended July 31, 1997 were unfavorably impacted by
non-recurring charges for relocating an electronics business from

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

Seattle, Washington to Tucson, Arizona and Dunlap, Tennessee, costs related to
the failure of plastic casings used in Charter Power batteries, higher materials
costs experienced by the electronics business and lower motive power sales.

Selling, general and administrative expenses remained proportional to
sales at 12 percent of sales for the second quarter and half year of both fiscal
1997 and 1996.

Research and development expenses increased $715,000 for the second
quarter and $996,000 for the six months ended July 31, 1996 primarily as a
result of the acquisitions.

Interest expense, net, remained relatively flat for the quarter and six
months ended July 31, 1996 due to higher debt balances, offset by lower
effective rates and higher capitalized interest related to the plant expansions
at the Company's Conyers, Georgia and Leola, Pennsylvania locations.

As a result of the above, income before income taxes decreased 33
percent for the second quarter of fiscal 1997 and 12 percent for the six-month
period ended July 31, 1996 versus the comparable periods of the prior year. Net
income for the quarter decreased 33 percent to $2,650,000 or 40 cents per share,
while for the six-month period, net income decreased 11 percent to $6,296,000 or
96 cents per share.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows provided by operating activities increased 35 percent to
$7,996,000 for the six-month period ended July 31, 1996 compared to $5,936,000
in the comparable period of the prior year. This increase was primarily due to a
decrease in inventory levels during the first six months of fiscal 1997 (versus
an increase in inventory and associated higher payables during the comparable
prior year period), partially offset by a larger increase in accounts
receivables resulting from higher sales levels during fiscal 1997. Also
contributing to the increase were changes in deferred taxes due to the timing of
the deductibility of exercised stock options and an increase in other current
liabilities resulting from recording deferred revenue. Partially offsetting
these increases was a larger reduction in accrued liabilities, which included
cash payments related to certain liabilities established on the opening balance
sheets of the aforementioned acquisitions.

Net cash used by investing activities totaling $24,989,000 for the
six-month period ended July 31, 1996 includes the purchase by the Company of PCC
and certain equipment and inventory of LH for $19,739,000. Acquisition of
property, plant and equipment during the first six months of fiscal 1997
increased by $5,417,000 over the comparable period of the

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

prior year, primarily due to the plant capacity expansion programs at the
Company's Conyers, Georgia and Leola, Pennsylvania facilities. The change in
restricted cash resulted from the use of proceeds obtained from the Development
Authority of Rockdale County Industrial Development Revenue Bonds, obtained in
fiscal 1996, to finance the Company's expansion of the Conyers, Georgia plant.

Net cash provided by financing activities was $12,738,000 for the
six-month period ended July 31, 1996 compared to net cash used by financing
activities of $2,664,000 for the comparable prior year period. The additional
borrowings in the current year's six month period were used primarily for the
funding of the aforementioned acquisitions. The reduction of long-term debt
occurred primarily as a result of the Company's election to accelerate the
retirement of the remaining term loan portion of its long-term debt during the
first quarter of fiscal 1997.

The Company's availability under the current loan agreement is expected
to be sufficient to meet its ongoing cash needs for working capital
requirements, debt service, capital expenditures and possible strategic
acquisitions. Capital expenditures in the first six months of fiscal 1997 were
incurred primarily to fund capacity expansion, new product development, a
continuing series of cost reduction programs, normal maintenance capital, and
regulatory compliance. Fiscal 1997 capital expenditures are expected to be
approximately $17,000,000 for similar purposes.

FORWARD LOOKING STATEMENTS

Certain 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). Factors
that appear with the forward-looking statements, or in the Company's other
Securities and Exchange Commission filings, could affect the Company's actual
results and could cause the Company's actual results to differ materially from
those expressed in any forward-looking statements made by the Company in this
Quarterly Report on Form 10-Q.

PART II. OTHER INFORMATION

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

(a) The Company held its annual meeting of shareholders on July 25, 1996.

(b) See Item 4(c) below.

(c) Each of David Beretta, Glenn M. Feit and John A. H. Shober was elected
as a director by a vote of 5,418,755 for and 22,154 withheld. Alfred
Weber was elected as a director by a vote of 5,418,405 for and 22,504
withheld. Warren A. Law was elected as a director by a vote of
5,418,705 for with 22,204 withheld. William Harral, III was elected as
a director by a vote of 5,417,905 for with 23,004 withheld. Alan G.
Lutz was elected as a director by a vote of 5,417,855 for and 23,054
withheld.

The Charter Power Systems, Inc. 1996 Stock Option Plan was approved by
a vote of 3,314,597 for and 1,040,970 against with 7,995 abstentions
and 1,077,347 broker non-votes.

The appointment of Coopers & Lybrand L.L.P. as the Company's
independent accountants for the year ending January 31, 1997 was
ratified by a vote of 5,431,909 for and 4,200 against, with 4,800
abstentions.

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

(a) Exhibits

10.1 Charter Power Systems, Inc. 1996 Stock Option Plan (filed
herewith).

10.2 Employment Agreement, dated as of April 1, 1996, and Pledge and
Security Agreement and Reimbursement Agreement, each dated April
30, 1996, between Alfred Weber and the Company; Secured
Promissory Note and Option Secured Promissory Note, each dated
April 30, 1996, by Alfred Weber in favor of the Company (filed
herewith).

11. Computation of per share earnings (filed herewith).

15. Letter from Coopers & Lybrand L.L.P., independent accountants for
the Company, regarding unaudited interim financial information
(filed herewith).

27. Financial Data Schedule (filed herewith).

(b) Reports on Form 8-K:
None

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.

CHARTER POWER SYSTEMS, INC.

September 13, 1996 BY: /s/ Alfred Weber
---------------------------------
Alfred Weber
Chairman, President and Chief
Executive Officer

September 13, 1996 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance and
Treasurer
(Principal Financial and
Accounting Officer)

EXHIBIT INDEX

10.1 Charter Power Systems, Inc. 1996 Stock Option Plan.

11. Computation of per share earnings.

15. Letter from Coopers & Lybrand L.L.P., independent accountants for
the Company, regarding unaudited interim financial information.

27. Financial Data Schedule.