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 April 30, 1998

                                       OR

[ ]     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)

                 ______________________________________________
   (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_____

Indicate the number of shares of the  Registrant's  Common Stock  outstanding on
June 5, 1998: 6,173,893






                             C&D TECHNOLOGIES, INC.
                                AND SUBSIDIARIES


                                      INDEX


PART I. FINANCIAL INFORMATION                                         Page No.

     Item 1 - Financial Statements

              Consolidated Balance Sheets -
              April 30, 1998 and January 31, 1998.................       3

              Consolidated Statements of Income -
              Three Months Ended April 30, 1998 and 1997..........       5

              Consolidated Statements of Cash Flows -
              Three Months Ended April 30, 1998 and 1997..........       6

              Consolidated Statements of Comprehensive Income - 
              Three Months Ended April 30, 1998 and 1997 .........       8

              Notes to Consolidated Financial Statements..........       9

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

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

PART II.  OTHER INFORMATION                                             19

SIGNATURES                                                              20



                                        2


Item 1.

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

                                                            (Unaudited)
                                                      April 30,     January 31,
                                                        1998           1998
                                                        ----           ----
ASSETS

Current assets:
      Cash and cash equivalents .................   $  2,088       $  1,167
      Accounts receivable, less allowance for
           doubtful accounts of $1,930 and
           $1,701, respectively .................     44,631         42,742
      Inventories ...............................     42,499         40,735
      Deferred income taxes .....................      7,871          7,871
      Other current assets ......................      1,055            885
                                                     -------        -------
                 Total current assets ...........     98,144         93,400

Property, plant and equipment, net ..............     58,448         57,058
Intangible and other assets, net ................      5,131          5,339
Goodwill, net ...................................     10,570         10,701
                                                     -------        -------
                 Total assets ...................   $172,293       $166,498
                                                     =======        =======


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Current portion of long-term debt .........   $    261       $    321
      Accounts payable ..........................     21,204         22,791
      Accrued liabilities .......................     16,764         16,012
      Income taxes ..............................      3,552          3,689
      Other current liabilities .................      3,091          3,245
                                                     -------        -------
                 Total current liabilities ......     44,872         46,058

Deferred income taxes ...........................      2,376          2,376
Long-term debt ..................................      9,752         10,267
Other liabilities ...............................     11,091         10,492
                                                     -------        -------
                 Total liabilities ..............     68,091         69,193
                                                     -------        -------

        The accompanying notes are an integral part of these statements.

                                        3



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


                                                          (Unaudited)
                                                    April 30,      January 31,
                                                      1998            1998
                                                      ----            ----
Commitments and contingencies

Stockholders' equity:
      Common stock, $.01 par value,
           10,000,000 shares authorized;
           6,621,113 and 6,614,449 shares
           issued, respectively ..................        66             66 
      Additional paid-in capital .................    41,672         41,430
      Treasury stock, at cost, 452,551 shares ....   (10,819)       (10,819)
      Note receivable from stockholder,
           net of discount of $0 and 
           $28, respectively .....................       -           (1,029)
      Accumulated other comprehensive expense:
           Cumulative translation adjustment .....      (208)          (248)
      Retained earnings ..........................    73,491         67,905
                                                     -------        -------
                 Total stockholders' equity ......   104,202         97,305
                                                     -------        -------
                 Total liabilities and
                   stockholders' equity ..........  $172,293       $166,498
                                                     =======        =======















        The accompanying notes are an integral part of these statements.

                                        4





                     C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Dollars in thousands, except per share data)

                                                       (Unaudited)
                                                   Three months ended
                                                        April 30,
                                                  1998             1997
                                                  ----             ----

Net sales ..................................    $78,909          $73,346
Cost of sales ..............................     58,221           54,363
                                                 ------           ------
      Gross profit .........................     20,688           18,983
Selling, general and administrative
   expenses ................................      9,512            9,255
Research and development expenses ..........      2,035            2,076
                                                 ------           ------
      Operating income .....................      9,141            7,652
Interest expense, net ......................         30              376
Other expense, net .........................         46              712
                                                 ------           ------
      Income before income taxes ...........      9,065            6,564
Provision for income taxes .................      3,309            2,429
                                                 ------           ------
      Net income ...........................    $ 5,756          $ 4,135
                                                 ======           ======

Net income per common share ................    $   .93          $   .68
                                                 ======           ======

Weighted average shares of 
   common stock outstanding ................      6,165            6,083
                                                 ======           ======

Net income per common share -
   assuming dilution .......................    $   .90          $   .66
                                                 ======           ======

Weighted average common shares -
   assuming dilution .......................      6,408            6,265
                                                 ======           ======

Dividends per share ........................    $ .0275          $ .0275
                                                 ======           ======


        The accompanying notes are an integral part of these statements.

                                        5



                     C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                                               (Unaudited)
                                                           Three months ended
                                                                April 30,
                                                            1998         1997
                                                            ----         ----
Cash flows provided (used) by operating activities:
      Net income .....................................    $ 5,756      $ 4,135
      Adjustments to reconcile net income to net
        cash provided by operating activities:
            Depreciation and amortization ............      3,058        3,359
            Deferred income taxes ....................        -            273
            Loss on disposal of assets ...............        157          -
            Changes in:
                  Accounts receivable ................     (1,839)        (740)
                  Inventories ........................     (1,723)      (2,625)
                  Other current assets ...............       (162)        (203)
                  Accounts payable ...................     (1,597)        (964)
                  Accrued liabilities ................        741        2,250
                  Income taxes payable ...............        (85)       1,849
                  Other current liabilities ..........       (155)        (654)
                  Other liabilities ..................        596          888
            Other, net ...............................        -           (224)
                                                           ------       ------
Net cash provided by operating activities ............      4,747        7,344
                                                           ------       ------
Cash flows provided (used) by investing activities:
      Acquisition of property, plant and equipment ...     (4,333)      (2,298)
      Proceeds from disposal of property, plant
         and equipment ...............................          4          -
      Change in restricted cash ......................        -              1
                                                           ------       ------
Net cash used by investing activities ................     (4,329)      (2,297)
                                                           ------       ------
Cash flows provided (used) by financing activities:
      Repayment of long-term debt ....................       (578)      (4,919)
      Repayment of note receivable from stockholder...      1,057          -   
      Proceeds from issuance of common stock .........        188          127
      Payment of common stock dividends ..............       (169)        (167)
                                                           ------       ------
Net cash provided (used) by financing activities .....        498       (4,959)
                                                           ------       ------
Effect of exchange rate changes on cash ..............          5           (7)
                                                           ------       ------

        The accompanying notes are an integral part of these statements.

                                        6



                  C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                             (Dollars in thousands)

                                                             (Unaudited)
                                                         Three months ended
                                                               April 30,
                                                          1998         1997
                                                          ----         ----
Increase in cash and cash equivalents ..............        921            81
Cash and cash equivalents at beginning
   of period .......................................      1,167           952
                                                         ------        ------
Cash and cash equivalents at end of
   period ..........................................    $ 2,088       $ 1,033
                                                         ======        ======


SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES

Dividends declared but not paid ....................    $   169       $   168








        The accompanying notes are an integral part of these statements.

                                        7




                    C&D TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                             (Dollars in thousands)


                                                      (Unaudited)
                                                   Three months ended
                                                        April 30,
                                                     1998       1997
                                                     ----       ----

Net income ......................................   $5,756     $4,135

Other comprehensive income (expense), net of tax:
     Foreign currency translation adjustments....       40       (311)
                                                     -----      -----
Total comprehensive income ......................   $5,796     $3,824
                                                     =====      =====
















        The accompanying notes are an integral part of these statements.

                                       8




                     C&D TECHNOLOGIES, 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,  1998.  The January 31, 1998  amounts  were  derived from the
Company's audited financial  statements.  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 April 30, 1998
and the consolidated  statements of income,  comprehensive income and cash flows
for the three months ended April 30, 1998 and 1997. 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:
                                                      April 30,     January 31,
                                                        1998          1998
                                                        ----          ----

Raw materials ............................            $16,328       $17,099
Work-in-progress .........................             11,416         9,990
Finished goods ...........................             14,755        13,646
                                                       ------        ------
                                                      $42,499       $40,735
                                                       ======        ======

3.   INCOME TAXES

     A reconciliation  of the provision for income taxes from the statutory rate
to the effective rate is as follows:
                                                       Three months ended
                                                            April 30,
                                                       1998          1997
                                                       ----          ----

    U.S. statutory income tax ......................   35.0%          35.0%
    State tax, net of federal income tax benefit ...    3.5            3.6 
    Tax effect of foreign operations ...............   (0.9)          (1.4)
    Foreign sales corporation ......................   (1.1)          (1.2)
    Other ..........................................    --             1.0 
                                                       ----           ---- 
                                                       36.5%          37.0%
                                                       ====           ==== 


                                        9


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

4.   NET INCOME PER COMMON SHARE

     Net income per common  share for the periods  ended April 30, 1998 and 1997
is based on the weighted  average number of shares of Common Stock  outstanding.
Net income per common share - assuming dilution reflects the potential  dilution
that could occur if stock options were exercised.

                                                Three months ended
                                                     April 30,
                                                1998          1997
                                                ----          ----

     Net income (A) .....................       $5,756        $4,135
     Weighted average shares of
       common stock outstanding (B) .....    6,164,923     6,082,824
     Assumed conversion of stock 
       options, net of shares 
       assumed reacquired ...............      242,838       182,013
                                             ---------     ---------
     Weighted average common shares -
       assuming dilution (C) ............    6,407,761     6,264,837
     Net income per common share (A/B)...         $.93          $.68
     Net income per common share -
       assuming dilution (A/C) ..........         $.90          $.66


5.   CONTINGENT LIABILITIES

     With  regard to the  following  contingent  liabilities  there have been no
material changes since January 31, 1998.

     Because  the  Company  uses  lead and  other  hazardous  substances  in its
manufacturing processes, it is subject to numerous federal,  Canadian,  Mexican,
Irish,  state and local laws and  regulations  that are  designed to protect the
environment and employee health and safety.

     These laws and regulations include  requirements  relating to the handling,
storage, use and disposal of hazardous materials and solid wastes, recordkeeping
and periodic  reporting to governmental  entities regarding the use of hazardous
substances  and disposal of hazardous  wastes,  monitoring and permitting of air
and water  emissions  and  monitoring  and  protecting  workers from exposure to
hazardous  substances,  including  lead  used  in  the  Company's  manufacturing
processes.  In the opinion of the Company,  the Company complies in all material
respects with these laws and regulations.

                                       10



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

5.   CONTINGENT LIABILITIES (continued)

     Notwithstanding  such  compliance,  if damage to persons or the environment
has been or is caused by hazardous  substances used, generated or disposed of in
the conduct of the Company's  business (or that of a  predecessor  to the extent
the Company is not  indemnified  therefore),  the Company may be held liable for
the damage and be required to pay the cost of  investigating  and  remedying the
same, and the amount of any such  liability  could 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  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.

     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
established any reserve for this potential exposure.


                                       11



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

5.   CONTINGENT LIABILITIES (continued)

     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 two 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 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.

     On October 31, 1995 the Company received  confirmation from the EPA that it
is a de minimis PRP at the ILCO Site.  In May 1998,  the ILCO site was  resolved
with the  payment  of an  immaterial  amount,  which  was less  than the  amount
previously reserved.

     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.

                                       12



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

5.   CONTINGENT LIABILITIES (continued)

     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 business, financial condition or results of operations.

6.   NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

     In June 1997, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an  Enterprise  and Related  Information,"  which is  effective  for
fiscal years  beginning  after  December 15, 1997.  This  statement  establishes
standards for the  disclosure of segment  results.  It requires that segments be
determined  using the  "management  approach,"  which  means the way  management
organizes the segments within the enterprise for making operating  decisions and
assessing  performance.  The  Company has not yet  determined  the impact of the
implementation of SFAS No. 131.

     In February  1998,  the FASB issued SFAS No. 132,  "Employers'  Disclosures
about Pensions and Other Postretirement  Benefits." This statement significantly
changes current financial statement disclosure requirements from those that were
required under SFAS No. 87,  "Employers'  Accounting for Pensions," SFAS No. 88,
"Employers'  Accounting for  Settlements  and  Curtailments  of Defined  Benefit
Pension  Plans and for  Termination  Benefits,"  and SFAS No.  106,  "Employers'
Accounting for  Postretirement  Benefits Other Than  Pensions." Some of the more
significant effects of SFAS No. 132 are that it: (i) standardizes the disclosure
requirements for pensions and other postretirement benefits and presents them in
one footnote;  (ii) requires that additional  information be disclosed regarding
changes  in the  benefit  obligation  and  fair  values  of plan  assets;  (iii)
eliminates certain  disclosures that are no longer considered useful,  including
general  descriptions of the plans;  (iv) permits the aggregation of information
about certain plans; (v) provides reduced disclosure  requirements for nonpublic
entities;  (vi) revises disclosures about defined  contribution plans; and (vii)
changes  disclosures  relating to  multi-employer  plans.  SFAS No. 132 does not
change the existing measurement or recognition provisions of SFAS Nos. 87, 88 or
106. SFAS No. 132 is effective  for fiscal years  beginning  after  December 15,
1997.  The Company has not yet determined  the impact of the  implementation  of
SFAS No. 132.

     In April 1998,  the  American  Institute of  Certified  Public  Accountants
issued Statement of Position  ("SOP") 98-5,  "Reporting on the Costs of Start-Up
Activities."  SOP 98-5 requires costs of start-up  activities  and  organization
costs to be charged to expense as incurred.  SOP 98-5 is effective for financial
statements for years  beginning  after  December 15, 1998. The Company  believes
that the adoption of this SOP will not have a material  effect on its  financial
position or results of operations.
    
                                       13



                        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  April  30,  1998,  the  related
consolidated  statements of income for the three months ended April 30, 1998 and
1997,  the related  consolidated  statements  of cash flows for the three months
ended  April  30,  1998 and  1997 and the  related  consolidated  statements  of
comprehensive  income for the three months ended April 30, 1998 and 1997.  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, 1998 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 10, 1998,
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,  1998,  is fairly  presented,  in all  material
respects,  in relation to the consolidated  balance sheet from which it has been
derived.

/s/ Coopers & Lybrand L.L.P.
    ------------------------

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
May 28, 1998


                                       14



Item 2.

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


     Net sales for the fiscal 1999 first quarter  increased  $5,563,000 or eight
percent  compared to the  equivalent  quarter in fiscal 1998.  This increase was
primarily  due to a 23  percent  increase  in  telecommunications-related  sales
partially  offset by a 17  percent  decrease  in  non-telecommunications-related
power  conversion  sales.  On a  company-wide  basis,  fiscal 1999 first quarter
telecommunications-related-sales  were approximately 51 percent of total company
sales versus 44 percent for the first quarter of fiscal 1998. Motive power sales
for the first  quarter of fiscal  1999 were down  slightly  compared to the same
quarter of the prior year due to  relatively  flat volume  coupled with slightly
lower prices.

     Gross profit for the first quarter of fiscal 1999  increased  $1,705,000 or
nine percent to  $20,688,000  from  $18,983,000  in the first  quarter of fiscal
1998,  resulting in a gross  margin of 26.2  percent  versus 25.9 percent in the
first quarter of the prior year. Gross margins  increased  primarily as a result
of lower material costs.

     Selling,  general  and  administrative  expenses  for the first  quarter of
fiscal 1999 increased  $257,000 or three percent over the  comparable  period of
the prior year.  This increase was  primarily  due to higher  payroll and travel
related selling  expenses in the first quarter of fiscal 1999,  partially offset
by the  absence in the  current  quarter of charges  related to the  accelerated
write-off of goodwill and intangible assets and the resolution of legal disputes
that occurred in the first quarter of fiscal 1998.

     Research and development  expenses were flat and remained at  approximately
three  percent of sales for the first  quarter of fiscal 1999 and fiscal 1998.

     Interest  expense,  net,  for the first  quarter of fiscal  1999  decreased
$346,000   versus  the  same  quarter  of  the  prior  year   primarily  due  to
significantly lower debt balances outstanding during the first quarter of fiscal
1999 and higher capitalized interest related to plant expansions.

     Other expense, net, for the first quarter of fiscal 1999 decreased $666,000
from the  first  quarter  of the prior  year as a result  of a  smaller  foreign
exchange  loss  and  the  absence  of  amortization   expense   associated  with
capitalized debt acquisition  costs related to the Company's credit facility and
the Development Authority of Rockdale County Industrial Revenue Bonds.

     As a result of the above,  income before income taxes for the first quarter
of fiscal 1999  increased  $2,501,000 or 38 percent over the same quarter of the
prior year.  Net income for the current  quarter  rose 39 percent from the first
quarter of fiscal 1998 to  $5,576,000  or 93 cents per common share and 90 cents
per common share - assuming dilution.



                                       15



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


Liquidity and Capital Resources
- -------------------------------

     Net cash  provided  by  operating  activities  decreased  $2,597,000  or 35
percent  to  $4,747,000  for the  first  quarter  of  fiscal  1999  compared  to
$7,344,000  for the same quarter of the prior year.  This decrease was primarily
due to a larger  increase  in  accounts  receivable  during  the  current  first
quarter;  a smaller  increase in accrued  liabilities;  and a decrease in income
taxes payable  versus an increase in the first quarter of the prior year.  These
changes  resulting in lower cash flows from operations were partially  offset by
higher net income and less of an increase in inventory  during the first quarter
of fiscal 1999.

     Net cash used by investing  activities  during the first  quarter of fiscal
1999 increased  $2,032,000 to $4,329,000  versus the prior year's first quarter.
This increase was primarily due to higher spending related to the acquisition of
property, plant and equipment.

     Net cash  provided  by  financing  activities  was  $498,000  for the first
quarter of fiscal 1999  compared  to net cash used by  financing  activities  of
$4,959,000  in same quarter of the prior year as a result of lower cash provided
by operating  activities and higher capital  spending  during the current year's
first quarter.  

     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 quarter of fiscal 1999 were incurred primarily to fund
capacity  expansion,  new  product  development,  a  continuing  series  of cost
reduction  programs,  normal  maintenance  capital,  and regulatory  compliance.
Aggregate  fiscal 1999 capital  expenditures  are  expected to be  approximately
$20,000,000 for similar purposes.

Readiness for Year 2000
- -----------------------

     The Company has taken  actions to  understand  the nature and extent of the
work required to make its computer systems Year 2000 compliant.  The Company has
completed its assessment of its requirements to become Year 2000 compliant,  has
developed an action plan and currently has resources  dedicated to carry out the
Company's  Year 2000  action  plan  which the  Company  expects to  complete  by
December 31, 1998. The Company  continues to evaluate the estimated future costs
associated with its Year 2000 action plan but does not currently anticipate that
such costs will have a material impact on the Company's results of operations or
financial  position.  The Company has received inquires from its major customers


                                       16



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


and has  initiated  formal  communications  with its  significant  suppliers  to
determine  the extent to which the  Company  might be  impacted  by those  third
parties' failure to be Year 2000 compliant.

New Accounting Pronouncements Not Yet Adopted
- ---------------------------------------------

     In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments of
an  Enterprise  and Related  Information,"  which is effective  for fiscal years
beginning after December 15, 1997. This statement  establishes standards for the
disclosure of segment results. It requires that segments be determined using the
"management  approach,"  which means the way  management  organizes the segments
within the enterprise for making operating decisions and assessing  performance.
The Company has not yet determined the impact of the  implementation of SFAS No.
131.

     In February  1998,  the FASB issued SFAS No. 132,  "Employers'  Disclosures
about Pensions and Other Postretirement  Benefits." This statement significantly
changes current financial statement disclosure requirements from those that were
required under SFAS No. 87,  "Employers'  Accounting for Pensions," SFAS No. 88,
"Employers'  Accounting for  Settlements  and  Curtailments  of Defined  Benefit
Pension  Plans and for  Termination  Benefits,"  and SFAS No.  106,  "Employers'
Accounting for  Postretirement  Benefits Other Than  Pensions." Some of the more
significant effects of SFAS No. 132 are that it: (i) standardizes the disclosure
requirements for pensions and other postretirement benefits and presents them in
one footnote;  (ii) requires that additional  information be disclosed regarding
changes  in the  benefit  obligation  and  fair  values  of plan  assets;  (iii)
eliminates certain  disclosures that are no longer considered useful,  including
general  descriptions of the plans;  (iv) permits the aggregation of information
about certain plans; (v) provides reduced disclosure  requirements for nonpublic
entities;  (vi) revises disclosures about defined  contribution plans; and (vii)
changes  disclosures  relating to  multi-employer  plans.  SFAS No. 132 does not
change the existing measurement or recognition provisions of SFAS Nos. 87, 88 or
106. SFAS No. 132 is effective  for fiscal years  beginning  after  December 15,
1997.  The Company has not yet determined  the impact of the  implementation  of
SFAS No. 132.

     In April 1998,  the  American  Institute of  Certified  Public  Accountants
issued  SOP 98-5,  "Reporting  on the Costs of  Start-Up  Activities."  SOP 98-5
requires costs of start-up  activities and  organization  costs to be charged to
expense as incurred.  SOP 98-5 is effective for financial  statements  for years
beginning  after  December 15, 1998.  The Company  believes that the adoption of
this SOP will not have a material effect on its financial position or results of
operations.

                                       17



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


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.



                                      18



                           PART II. OTHER INFORMATION

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

(a)       Exhibits

     10.1  C&D TECHNOLOGIES, INC. Incentive Compensation Plan (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.






                                       19




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.





     June 12, 1998                BY:   /s/ Alfred Weber
                                ---------------------------------
                                            Alfred Weber
                                            Chairman, President and Chief
                                            Executive Officer




     June 12, 1998                BY:   /s/ Stephen E. Markert, Jr.
                                ----------------------------------
                                            Stephen E. Markert, Jr.
                                            Vice President Finance
                                            (Principal Financial and
                                                Accounting Officer)













                                       20




                                  EXHIBIT INDEX

     10.1  C&D TECHNOLOGIES, INC. Incentive Compensation Plan (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).














                                       21