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 July 31, 1997

[ ] 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)

CHARTER POWER SYSTEMS, INC.
(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 September 2,
1997: 6,104,425

C&D TECHNOLOGIES, INC.
AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION Page No.

Item 1 - Financial Statements

Consolidated Balance Sheets -
July 31, 1997 and January 31, 1997.................... 3

Consolidated Statements of Income -
Three and Six Months Ended July 31, 1997
and 1996............................................. 5

Consolidated Statements of Cash Flows -
Six Months Ended July 31, 1997 and 1996............... 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

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

(Unaudited)
July 31, January 31,
1997 1997
---- ----
ASSETS

Current assets:
Cash and cash equivalents................. $ 1,190 $ 952
Restricted cash and cash equivalents...... - 1
Accounts receivable, less allowance for
doubtful accounts of $1,658 and
$1,414, respectively................. 43,302 41,682
Inventories............................... 40,924 38,943
Deferred income taxes..................... 7,307 7,315
Other current assets...................... 1,001 437
-------- --------
Total current assets........... 93,724 89,330
Property, plant and equipment, net.............. 51,863 52,469
Intangible and other assets, net................ 5,374 6,208
Goodwill, net................................... 11,465 11,966
-------- --------
Total assets................... $ 162,426 $ 159,973
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt......... $ 452 $ 476
Accounts payable.......................... 22,447 23,730
Accrued liabilities....................... 16,658 14,468
Other current liabilities................. 3,201 5,220
-------- --------
Total current liabilities...... 42,758 43,894

Deferred income taxes........................... 4,459 3,923
Long-term debt.................................. 21,867 29,351
Other liabilities............................... 9,827 7,899
-------- --------
Total liabilities.............. 78,911 85,067
-------- --------

The accompanying notes are an integral part of these statements.

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Dollars in thousands)

(Unaudited)
July 31, January 31,
1997 1997
---- ----
Commitments and contingencies

Stockholders' equity:
Common stock, $.01 par value,
10,000,000 shares authorized;
6,574,976 and 6,547,476 shares
issued, respectively.................... 66 65
Additional paid-in capital.................. 39,869 39,326
Minimum pension liability adjustment........ (136) (136)
Treasury stock, at cost, 470,551 shares..... (11,232) (11,232)
Notes receivable from stockholder, net of
discount of $51 and $85, respectively... (1,671) (1,636)
Cumulative translation adjustment........... (778) (374)
Retained earnings........................... 57,397 48,893
-------- --------
Total stockholders' equity....... 83,515 74,906
-------- --------
Total liabilities and
stockholders' equity........... $ 162,426 $ 159,973
======== ========

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) (Unaudited)
Three months ended Six months ended
July 31, July 31,
1997 1996 1997 1996
---- ---- ---- ----

Net sales............................ $ 75,375 $ 71,748 $ 148,721 $ 134,177
Cost of sales........................ 55,901 56,467 110,264 103,775
------- ------- -------- --------
Gross profit..................... 19,474 15,281 38,457 30,402
Selling, general and
administrative expenses......... 9,610 8,653 18,865 16,096
Research and development
expenses......................... 2,126 2,162 4,202 4,036
------- ------- -------- --------
Operating income................. 7,738 4,466 15,390 10,270
Interest expense, net................ 364 291 740 553
Other (income) expense, net.......... (1) 130 711 127
------- ------- -------- --------
Income before income taxes....... 7,375 4,045 13,939 9,590
Provision for income taxes........... 2,671 1,395 5,100 3,294
------- ------- -------- --------
Net income....................... $ 4,704 $ 2,650 $ 8,839 $ 6,296
======= ======= ======== ========
Net income per common and
common equivalent share.......... $ .75 $ .40 $ 1.41 $ .96
======= ======= ======== ========
Weighted average common and
common equivalent shares......... 6,292 6,602 6,278 6,576
======= ======= ======== ========
Dividends per share.................. $ 0.0275 $ 0.0275 $ 0.0550 $ 0.0550
======= ======= ======== ========

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)
Six months ended
July 31,
1997 1996
---- ----
Cash flows provided (used) by operating activities:
Net income ..................................... $ 8,839 $ 6,296
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............. 6,092 4,104
Deferred income taxes..................... 544 1,000
(Gain) loss on disposal of assets......... (1) 10
Changes in:
Accounts receivable................. (1,655) (3,976)
Inventories......................... (2,001) 602
Other current assets................ (564) (391)
Accounts payable.................... (1,281) 928
Accrued liabilities................. 2,357 (1,654)
Income taxes payable................ (401) (72)
Other current liabilities........... (1,400) 477
Other liabilities................... 1,928 609
Other, net................................ (341) 63
------- -------
Net cash provided by operating activities........... 12,116 7,996
------- -------
Cash flows provided (used) by investing activities:
Acquisition of businesses, net of cash
acquired..................................... - (19,739)
Acquisition of property, plant and equipment ... (4,187) (8,847)
Change in restricted cash....................... 1 3,597
------- -------
Net cash used by investing activities............... (4,186) (24,989)
------- -------
Cash flows provided (used) by financing activities:
Repayment of long-term debt..................... (7,508) (7,094)
Proceeds from new borrowings.................... - 20,500
Proceeds from issuance of common stock.......... 326 739
Payment of common stock dividends............... (502) (350)
Note receivable from stockholder in
connection with issuance of common stock...... - (1,057)
------- -------

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)
Six months ended
July 31,
1997 1996
---- ----

Net cash (used) provided by financing activities.... (7,684) 12,738
------- ------
Effect of exchange rate changes on cash............. (8) 2
------- ------
Increase (decrease) in cash and cash equivalents.... 238 (4,253)
Cash and cash equivalents at beginning
of period........................................ 952 5,472
------- ------
Cash and cash equivalents at end of period.......... $ 1,190 $ 1,219
======= =======

SUPPLEMENTAL CASH FLOW DISCLOSURES

Interest paid, net.................................. $ 924 $ 593
Income taxes paid................................... 4,957 2,368

SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES

Acquired businesses*:
Estimated fair value of assets acquired....... $ - $13,544
Goodwill and identifiable intangible
assets . ................................... - 12,655
Purchase price obligations.................... - (1,358)
Cash paid, net of cash acquired............... - (19,739)
------- ------
Liabilities assumed........................... $ - $ 5,102
======= ======

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

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

* Restated to include final opening balance sheet adjustments as of January 31,
1997.

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 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, 1997. 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, 1997 and the
consolidated statements of income for the three and six months ended July 31,
1997 and 1996 and the consolidated statements of cash flows for the six months
ended July 31, 1997 and 1996. 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,
1997 1997
---- ----

Raw materials ........................... $ 16,466 $ 17,506
Work-in-progress ........................ 11,498 11,599
Finished goods .......................... 12,960 9,838
------- -------
$ 40,924 $ 38,943
======= =======

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,
1997 1996*
---- ----

U.S. statutory income tax ...................... 35.0% 35.0%
State tax, net of federal income tax benefit.... 3.8 3.3
Reduction of taxes provided in prior years...... - (3.1)
Foreign sales corporation ...................... (1.1) (0.7)
Tax effect of foreign operations ............... (1.1) -
Other........................................... - (0.2)
---- ----
36.6% 34.3%
==== ====
*Reclassified for comparative purposes.

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

4. CONTINGENT LIABILITIES

With regard to the following contingent liabilities there have been no
material changes since January 31, 1997.

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.

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

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. The
Company did not incur costs in excess of the amount 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
expects to recover a portion of its monetary obligations for the remediation of
the Tonolli site through litigation against third parties and recalcitrant PRPs.

The Company has responded to requests for information from the EPA with
regard to four other Third Party Facilities, one in September 1991, one (the
Chicago Site) in October 1991, one (the ILCO Site) in October 1993 and the
fourth (Bern Metal Super Fund Site) in March 1997. Of the four sites, the
Company has been identified as a PRP at the ILCO and Chicago Sites only. In July
1997, Allied accepted responsibility for the Bern Metal Super Fund Site.

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

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

4. CONTINGENT LIABILITIES (continued)

of various other PRPs to fund their respective allocable shares of 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. (LH) used in its power supply business, along
with all rights to the name "LH Research." In addition, 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, and also acquired or repaid
$5,158 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 the shares previously acquired 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 issuable
upon exercise of stock options.

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

5. ACQUISITIONS (continued)

The acquisitions were recorded using the purchase method of accounting. The
aggregate purchase prices were $4,428 and $16,932 for LH and PCC, respectively.
The purchase prices were allocated on the basis of the estimated fair market
values of the assets acquired and liabilities assumed. 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
------------------

Net sales.............................. $136,100
Net income............................. $ 6,042
Net income per common share ........... $ .92

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.

6. STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS NOT YET ADOPTED

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No.
128 specifies new standards designed to improve the earnings per share (EPS)
information provided in financial statements by simplifying the existing
computational guidelines, revising the disclosure requirements, and increasing
the comparability of EPS data on an international basis. Some of the changes
made to simplify the EPS computations include: (i) eliminating the presentation
of primary EPS and replacing it with basic EPS, with the principal difference
being that common stock equivalents are not considered in computing basic EPS,
(ii) eliminating the modified treasury stock method and the three percent

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

6. STATEMENTS OF FINANCIAL ACCOUNTING
STANDARDS NOT YET ADOPTED (continued)

materiality provision and (iii) revising the contingent share provisions and the
supplemental EPS data requirements. The new rule will require specific
disclosure of both basic earnings per share and diluted earnings per share. SFAS
No. 128 also makes a number of changes to existing disclosure requirements. SFAS
No. 128 is effective for financial statements issued for periods ending after
December 15, 1997.

Pro forma amounts (unaudited) assuming the new accounting principle was
applied during all periods presented follow.

Three Months Ended Six Months Ended
July 31, July 31,
------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----

Net income per common share $ 0.77 $ 0.41 $ 1.45 $ 0.99
===== ===== ===== =====

Diluted net income per common share $ 0.75 $ 0.40 $ 1.41 $ 0.96
===== ===== ===== =====

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
C&D Technologies, Inc.

We have reviewed the accompanying consolidated balance sheet of C&D
Technologies, Inc. and Subsidiaries as of July 31, 1997, the related
consolidated statements of income for the three and six months ended July 31,
1997 and 1996 and the related consolidated statement of cash flows for the six
months ended July 31, 1997 and 1996. 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, 1997 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 14, 1997,
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, 1997, 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 28, 1997

Item 2.

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

Net sales for the fiscal 1998 second quarter and six months ended July 31,
1997 increased $3,627,000 or five percent and $14,544,000 or 11 percent,
respectively, compared to the equivalent periods in fiscal 1997. The increase in
fiscal 1998 second quarter sales versus the same quarter of the prior fiscal
year was primarily due to higher sales to the telecommunications, motive power
and uninterruptible power supply (UPS) markets, which were up ten percent, five
percent and 11 percent, respectively. These increases were partially offset by
an eight percent decrease in non-telecommunications-related power supply sales.
On a company-wide basis, fiscal 1998 second quarter telecommunications-related
sales were approximately 49 percent of total company sales versus 47 percent of
sales for the second quarter of fiscal 1997. The increase in sales for the six
months ended July 31, 1997 compared to the equivalent period in fiscal 1997 was
primarily due to higher sales to the telecommunications and motive power
markets, up ten percent and 12 percent, respectively, as well as higher UPS and
power supply sales which were both up 13 percent. A portion of the sales
increase during the first six months of fiscal 1998 resulted from the recording
of a full half year of sales by PCC versus a partial half year in the comparable
period of the prior fiscal year due to the acquisition of PCC on March 12, 1996.
On a company-wide basis, telecommunications-related sales remained at 47 percent
of total sales for the first half year of both fiscal 1998 and fiscal 1997.

Gross profit increased $4,193,000 or 27 percent for the second quarter of
fiscal 1998 and increased $8,055,000 or 26 percent for the six-month period
ended July 31, 1997. Gross margin increased to 25.8 percent for the second
quarter of fiscal 1998 versus 21.3 percent for the comparable quarter of the
prior year. For the six months ended July 31, 1997, gross margin increased to
25.9 percent, up from 22.7 percent from the same six-month period of fiscal
1997. Gross margins for both the fiscal 1998 second quarter and half year
increased primarily as a result of lower material costs, operating efficiencies
associated with higher sales volumes, shift in product mix, and the absence of
the non-recurring charge incurred in the second quarter of fiscal 1997 related
to the relocation of an electronics business from Seattle, Washington to Tucson,
Arizona and Dunlap, Tennessee.

Selling, general and administrative expenses for the three months ended
July 31, 1997 increased $957,000 or 11 percent over the comparable period of the
prior year primarily due to costs associated with the resolution of legal
disputes and higher payroll-related costs. For the six-month period ended July
31, 1997, selling, general and administrative expenses increased $2,769,000 or
17 percent over the same period of the prior year. This increase was primarily
due to goodwill amortization, due diligence costs, consulting fees and the legal

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

and payroll costs mentioned above. A portion of the increase was also due to the
recording of a full half year of selling, general and administrative expenses by
PCC during fiscal 1998, versus a partial half year in the comparable period of
the prior year due to the acquisition of PCC during that period.

Research and development expenses remained proportional to sales at three
percent of sales for the second quarter and first six months of both fiscal 1998
and 1997.

Interest expense, net, increased $73,000 in the second quarter of fiscal
1998 primarily due to lower capitalized interest related to plant expansions and
lower interest income, partially offset by the impact of lower debt balances
outstanding versus the second quarter of fiscal 1997. For the six-month period
ended July 31, 1997, interest expense, net, increased $187,000 over the
comparable period of the prior year due to lower capitalized interest related to
plant expansions and lower interest income.

Other expense, net, for the second quarter of fiscal 1998 decreased
$131,000 primarily due to a foreign exchange gain in the current quarter versus
a foreign exchange loss during the same quarter of the prior year. For the six
months ended July 31, 1997, other expense, net, increased $584,000 over the
comparable period of the prior year primarily as a result of higher amortization
expense associated with the write-off of capitalized debt acquisition costs
related to the company's current credit facility and the Development Authority
of Rockdale County Industrial Revenue Bonds (Georgia Bonds).

As a result of the above, income before income taxes increased 82 percent
for the second quarter of fiscal 1998 and increased 45 percent for the six-month
period ended July 31, 1997 versus the comparable periods of the prior year. Net
income for the second quarter increased 78 percent over the second quarter in
the prior year to $4,704,000 or 75 cents per share and increased 40 percent to
$8,839,000 over the first six months in the prior year or $1.41 per share.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities increased 52 percent to
$12,116,000 for the six-month period ended July 31, 1997 compared to $7,996,000
in the comparable period of the prior year. This increase was primarily due to
higher net income and depreciation and amortization expense during the first six
months of fiscal 1998; less of an increase in accounts receivable; and an
increase in accrued liabilities during the first six months of the current year
versus a decrease in accrued liabilities in the comparable period of the prior

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

year. These changes, resulting in higher cash flows from operations, were
partially offset by an increase in inventories and decrease in accounts payable
during the first six-month period of the current year versus a decrease in
inventories and an increase in accounts payable in the first six months of the
prior year.

Net cash used by investing activities totaled $4,186,000 for the six-month
period ended July 31, 1997, resulting in a decrease of $20,803,000 versus the
same period of the prior year which included the purchase by the Company of PCC
and certain equipment and inventory of LH, as well as higher capital spending.
The decrease in restricted cash for the first six months of fiscal 1997 resulted
from the use of proceeds obtained from the Georgia Bonds. The Company exercised
its option to redeem the Georgia Bonds during the second quarter of fiscal 1998.

Net cash used by financing activities was $7,684,000 for the six-month
period ended July 31, 1997 compared to net cash provided by financing activities
of $12,738,000 in the comparable period of the prior year. The additional
borrowings in the prior year's first six months were used primarily for the
funding of the acquisitions of PCC and LH.

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 1998 were incurred primarily to
fund capacity expansion, new product development, a continuing series of cost
reduction programs, normal maintenance capital, and regulatory compliance.
Fiscal 1998 capital expenditures are expected to be approximately $15,000,000
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 stockholders on June 24, 1997.

(b) See Item 4(c) below.

(c) Alfred Weber was elected as a director by a vote of 5,357,761 for and
11,645 withheld. Kevin P. Dowd was elected as a director by a vote of
5,317,011 for and 52,395 withheld. Glenn M. Feit was elected as a
director by a vote of 5,354,111 for and 15,295 withheld. Alan G. Lutz
was elected as a director by a vote of 5,355,911 for and 13,495 with-
held. William Harrall, III was elected as a director by a vote of
5,354,911 for and 14,495 withheld. Warren A. Law was elected as a
director by a vote of 5,356,411 for and 12,995 withheld. John A. H.
Shober was elected as a director by a vote of 5,358,961 for and 10,445
withheld.

The amendment to the Company's restated certificate of incorporation
changing the name of the Company to "C&D Technologies, Inc." was
approved by a vote of 5,353,070 for and 5,851 against with 10,485
abstentions.

The appointment of Coopers & Lybrand L.L.P. as the Company's
independent accountants for the year ending January 31, 1998 was
ratified by a vote of 5,357,559 for and 5,000 against, with 6,850
abstentions.

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

(a) Exhibits

3.1 Composite Certificate of Incorporation (filed herewith).

10.1 Charter Power Systems, Inc. Incentive Compensation Plan (filed
herewith).

10.2 Employment Agreement, dated August 1, 1997 between Larry W. Moore
and 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.

C&D TECHNOLOGIES, INC.

September 11, 1997 BY: /s/ Alfred Weber
---------------------------------
Alfred Weber
Chairman, President and Chief
Executive Officer

September 11, 1997 BY: /s/ Stephen E. Markert, Jr.
----------------------------------
Stephen E. Markert, Jr.
Vice President Finance and
Treasurer
(Principal Financial and
Accounting Officer)

EXHIBIT INDEX

3.1 Composite Certificate of Incorporation.

10.1 Charter Power Systems, Inc. Incentive Compensation Plan.

10.2 Employment Agreement, dated August 1, 1997 between Larry W. Moore
and the Company.

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.