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, 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_____                                                                   
                                                                                
Number of shares of the  Registrant's  Common Stock  outstanding on September 4,
1998: 12,353,602

                                                                          
                             C&D TECHNOLOGIES, INC.
                                AND SUBSIDIARIES


                                     INDEX

   PART I. FINANCIAL INFORMATION                                   Page No.
                                                                          
      Item 1 - Financial Statements

          Consolidated Balance Sheets -
          July 31, 1998 and January 31, 1998....................      3

          Consolidated Statements of Income -
          Three and Six Months Ended July 31, 1998
           and 1997.............................................      5

          Consolidated Statements of Cash Flows -
          Six Months Ended July 31, 1998 and 1997...............      6

          Consolidated Statements of Comprehensive Income
          Three and Six Months Ended July 31, 1998
           and 1997 ............................................      8 

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

          Report of Independent Accountants.....................     16

      Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations.....     17

   PART II. OTHER INFORMATION                                        21

SIGNATURES                                                           23



                                        2



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


                                                           (Unaudited)
                                                      July 31,      January 31,
                                                        1998           1998*
                                                        ----           ----
ASSETS

Current assets:
      Cash and cash equivalents.................      $  1,657        $  1,167
      Accounts receivable, less allowance for
           doubtful accounts of $1,825 and
           $1,701, respectively.................        43,118          42,742
      Inventories...............................        45,001          40,735
      Deferred income taxes.....................         7,950           7,871
      Other current assets......................         1,228             885
                                                      --------        --------
                 Total current assets...........        98,954          93,400
Property, plant and equipment, net..............        60,036          57,058
Intangible and other assets, net................         4,850           5,339
Goodwill, net...................................        10,418          10,701
                                                      --------        --------
                 Total assets...................      $174,258        $166,498
                                                       =======         =======


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Current portion of long-term debt.........      $    223        $    321
      Accounts payable..........................        25,055          22,791
      Accrued liabilities.......................        15,876          16,012
      Income taxes .............................           460           3,689
      Other current liabilities.................         2,892           3,245
                                                       -------         -------
                 Total current liabilities......        44,506          46,058

Deferred income taxes...........................         2,576           2,376
Long-term debt..................................         5,303          10,267
Other liabilities...............................        11,544          10,492
                                                       -------         -------
                 Total liabilities..............        63,929          69,193
                                                       -------         -------

*Reclassified  for  comparative  purposes to reflect the  Company's  two-for-one
stock split, effected in the form of a 100% stock dividend.


        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)
                                                     July 31,       January 31,
                                                       1998           1998*
                                                       ----           ----
Commitments and contingencies

Stockholders' equity:
      Common stock, $.01 par value, 75,000,000 and
          10,000,000 shares authorized; 13,258,704
          and 13,228,898 (as adjusted for the two-
          for-one stock split, effected in the
          form of a 100% stock dividend) shares 
          issued, respectively....................          133           132
      Additional paid-in capital..................       41,909        41,364
      Treasury stock, at cost, 905,102 (as adjusted
      for the two-for-one stock split, effected in
      the form of a 100% stock dividend)shares....      (10,819)      (10,819)
      Notes receivable from stockholder, net of
          discount of $28 .... ...................         -           (1,029)
      Cumulative translation adjustment...........         (215)         (248)
      Retained earnings...........................       79,321        67,905
                                                        -------       -------
                 Total stockholders' equity.......      110,329        97,305
                                                        -------       -------
                 Total liabilities and
                   stockholders' equity...........     $174,258      $166,498
                                                        =======       =======

*Reclassified  for  comparative  purposes to reflect the  Company's  two-for-one
stock split, effected in the form of a 100% stock dividend.


        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)                       (Unaudited)
                                                    Three months ended                 Six months ended
                                                         July 31,                          July 31,
                                                  1998             1997             1998             1997
                                                  ----             ----             ----             ----
                                                                                           
Net sales............................           $ 80,073         $ 75,375        $158,982         $148,721
Cost of sales........................             58,334           55,901         116,555          110,264
                                                 -------          -------         -------          -------
    Gross profit.....................             21,739           19,474          42,427           38,457
Selling, general and
    administrative expenses..........             10,123            9,610          19,635           18,865
Research and development
    expenses.........................              2,026            2,126           4,061            4,202
                                                 -------          -------         -------          -------
    Operating income.................              9,590            7,738          18,731           15,390
Interest expense, net................                 46              364              76              740
Other expense (income), net..........                 96               (1)            142              711
                                                 -------          -------         -------          -------
    Income before income taxes.......              9,448            7,375          18,513           13,939
Provision for income taxes...........              3,448            2,671           6,757            5,100
                                                 -------          -------         -------          -------
    Net income.......................           $  6,000         $  4,704        $ 11,756         $  8,839
                                                 =======          =======         =======          =======
Net income per common share*.........           $    .49         $    .39        $    .95         $    .73
                                                 =======          =======         =======          =======
Net income per common share - 
    assuming dilution*...............           $    .47         $    .37        $    .92         $    .70
                                                 =======          =======         =======          =======
Dividends per share*.................           $0.01375         $0.01375        $ 0.0275         $ 0.0275
                                                 =======          =======         =======          =======



     * Per share amounts have been adjusted to reflect the Company's two-for-one
stock split, effected in the form of a 100% stock dividend, where appropriate.


        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)
                                                           Six months ended
                                                               July 31,
                                                            1998       1997
                                                            ----       ----
Cash flows provided (used) by operating activities:
    Net income .....................................      $11,756    $ 8,839
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization.............        5,946      6,092
          Deferred income taxes.....................          121        544
          Loss (gain) on disposal of assets.........          184         (1)
          Changes in:
                Accounts receivable.................         (431)    (1,655)
                Inventories.........................       (4,260)    (2,001)
                Other current assets................         (336)      (564)
                Accounts payable....................        2,255     (1,281)
                Accrued liabilities.................          130      2,357
                Income taxes payable................       (3,095)      (401)
                Other current liabilities...........         (354)    (1,400)
                Other liabilities...................        1,049      1,928
          Other, net................................          269       (341)
                                                          -------    -------
Net cash provided by operating activities...........       13,234     12,116
                                                          -------    -------
Cash flows provided (used) by investing activities:
    Acquisition of property, plant and equipment....       (8,578)    (4,187)
    Proceeds from disposal of property, plant
       and equipment................................           31       -
    Change in restricted cash.......................         -             1
                                                          -------    -------
Net cash used by investing activities...............       (8,547)    (4,186)
                                                          -------    -------
Cash flows provided (used) by financing activities:
    Repayment of long-term debt.....................       (5,064)    (7,508)
    Repayment of note receivable from stockholder...        1,057       -
    Proceeds from issuance of common stock..........          332        326
    Payment of common stock dividends...............         (509)      (502)
                                                          -------    -------

        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)
                                                          Six months ended
                                                              July 31,
                                                          1998        1997
                                                          ----        ---- 

Net cash used by financing activities...............     (4,184)     (7,684)
                                                         ------      ------
Effect of exchange rate changes on cash.............        (13)         (8)
                                                         ------      ------
Increase in cash and cash equivalents...............        490         238
Cash and cash equivalents at beginning
   of period........................................      1,167         952
                                                         ------      ------
Cash and cash equivalents at end of period..........    $ 1,657     $ 1,190
                                                         ======      ======


















        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)            (Unaudited)
                                    Three months ended      Six months ended
                                          July 31,              July 31,
                                       1998      1997       1998        1997
                                       ----      ----       ----        ----
Net income .......................   $6,000     $4,704     $11,756     $8,839

Other comprehensive (expense)
   income, net of tax:
       Foreign currency
       translation adjustments ...       (8)       (93)         33       (404)
                                      -----      -----      ------      -----
Total comprehensive income........   $5,992     $4,611     $11,789     $8,435
                                      =====      =====      ======      =====








        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, except per share data)
                                   (UNAUDITED)

1.   INTERIM STATEMENTS

     The  accompanying   interim   consolidated   financial  statements  of  C&D
TECHNOLOGIES,  INC.  (together with its operating  subsidiaries,  the "Company")
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
July 31, 1998 and the  consolidated  statements  of income for the three and six
months  ended July 31,  1998 and 1997 and the  consolidated  statements  of cash
flows  for the six  months  ended  July 31,  1998 and 1997 and the  consolidated
statements of  comprehensive  income for the three and six months ended July 31,
1998 and 1997. However,  interim results of operations  necessarily involve more
estimates  than annual results and may not be indicative of results for the full
fiscal year.

2.   STOCK SPLIT

     On July 24, 1998 the Company completed a two-for-one stock split,  effected
in the form of a 100% stock dividend to stockholders of record on July 10, 1998.
This transaction resulted in a transfer on the Company's balance sheet of $66 to
common  stock  from  additional  paid-in-capital.   The  accompanying  financial
statements and management's discussion and analysis of results of operations and
financial  condition,  including  all  share and per  share  amounts,  have been
adjusted to reflect this transaction.

3.   INVENTORIES

     Inventories consisted of the following:
                                                    July 31,    January 31,
                                                      1998         1998
                                                      ----         ----

         Raw materials ...........................  $19,299      $17,099
         Work-in-progress ........................   10,875        9,990
         Finished goods ..........................   14,827       13,646
                                                     ------       ------
                                                    $45,001      $40,735
                                                     ======       ======

4.   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,
                                                        1998         1997
                                                        ----         ----

     U.S. statutory income tax ......................   35.0%        35.0%
     State tax, net of federal income tax benefit....    3.0          3.8
     Foreign sales corporation ......................   (1.0)        (1.1)
     Tax effect of foreign operations ...............   (0.6)        (1.1)
     Other...........................................    0.1          -   
                                                        ----         ----
                                                        36.5%        36.6%
                                                        ====         ====

                                        9




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


5.   NET INCOME PER COMMON SHARE

     Net  income per  common  share for the three and six months  ended July 31,
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.


                                      (Unaudited)                (Unaudited)
                                  Three months ended          Six months ended
                                        July 31,                  July 31,
                                    1998        1997          1998        1997
                                    ----        ----          ----        ----
Net income (A)...............      $6,000      $4,704       $11,756      $8,839
Weighted average shares 
   of common stock
   outstanding (B)...........  12,346,404  12,197,090    12,338,273  12,181,630
Assumed conversion of stock
   options, net of shares
   assumed reacquired........     509,460     386,332       497,571     375,310
                                   ------      ------        ------      ------
Weighted average common 
   shares - assuming
   dilution (C)..............  12,855,864  12,583,422    12,835,844  12,556,940
Net income per common
   share (A/B)...............        $.49        $.39          $.95        $.73
Net income per common
   share - assuming
   dilution (A/C)............        $.47        $.37          $.92        $.70





                                       10




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

6.   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.     

     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 Corporation  ("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


                                        11



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

6.   CONTINGENT LIABILITIES (continued)

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  allocation  percentages
between  parties and the basis for allocation of cost have been agreed to by the
PRPs and NL. Based upon currently available  information,  the Company estimates
its share of cost for this phase of the clean-up to range from $210 to $242, the
majority  of  which  is  expected  to be paid  out  over  the  next  two  years.
Accordingly, the Company has established a 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 have
initiated the remedial  action at 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.  


                                       12



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

6.   CONTINGENT LIABILITIES (continued)

     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.

     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.



                                       13





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


7.   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  believes  that the  adoption of SFAS No. 132 will not have a
material effect on its financial position or results of operations.

     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 SOP 98-5 will not have a material  effect on its  financial
position or results of operations.

                                       14



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


7.   NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This statement  establishes new procedures
for accounting for derivatives and hedging  activities and supersedes and amends
a number of existing  standards.  This  statement is effective  for fiscal years
beginning after June 15, 1999. The Company  currently uses  derivatives  such as
interest  rate  swap  agreements,   currency  swaps  and  currency  forwards  to
effectively  fix the interest rate on a portion of the  Company's  floating rate
debt and the exchange rate on Canadian and Mexican assets,  liabilities and cash
flows.  Under  current  accounting  standards,  no gain or loss is recognized on
changes in the fair value of these derivatives.  Under this statement,  gains or
losses will be recognized  based on changes in the fair value of the derivatives
which  generally  occur as a result of changes  in  interest  rates and  foreign
currency  exchange  rates.  The Company is currently  evaluating  the  financial
impact of adoption of this statement.  The Company believes that the adoption of
SFAS No.  133 will not have a  material  effect  on its  financial  position  or
results of operations.


                                       15



 
                        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,  1998,  the  related
consolidated  statements  of income for the three and six months  ended July 31,
1998 and 1997,  the related  consolidated  statements  of cash flows for the six
months ended July 31, 1998 and 1997 and the related  consolidated  statements of
comprehensive  income for the three and six months ended July 31, 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/ PricewaterhouseCoopers LLP
- ------------------------------

PRICEWATERHOUSECOOPERS LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 27, 1998

                                       16



Item 2.

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

     Net sales for the fiscal 1999 second  quarter and six months ended July 31,
1998  increased  $4,698,000  or six percent and  $10,261,000  or seven  percent,
respectively, compared to the equivalent periods in fiscal 1998. The increase in
fiscal 1999 second  quarter  sales  versus the same  quarter of the prior fiscal
year was  primarily  due to higher  sales to the  telecommunications  and motive
power  markets,  which were up six percent and ten percent,  respectively.  On a
company-wide basis, fiscal 1999 second quarter  telecommunications-related sales
were  approximately 48 percent of total company sales versus 49 percent of sales
for the second  quarter of fiscal 1998. The increase in sales for the six months
ended July 31, 1998  compared to the same period in the prior year was primarily
due to higher sales to the  telecommunications and motive markets, up 14 percent
and four percent, respectively, partially offset by an eight percent decrease in
non-telecommunications-related  power conversion sales. On a company-wide basis,
telecommunications-related  sales were 50 percent of total  company sales during
the first six months of fiscal 1999 versus 47 percent for the comparable  period
of the prior year.

     Gross profit  increased  $2,265,000 or 12 percent for the second quarter of
fiscal 1999 and  increased  $3,970,000  or 10 percent for the  six-month  period
ended July 31,  1998.  Gross  margin  increased  to 27.1  percent for the second
quarter of fiscal  1999 versus 25.8  percent for the  comparable  quarter of the
prior year.  For the six months ended July 31, 1998,  gross margin  increased to
26.7  percent,  up from 25.9  percent from the same  six-month  period of fiscal
1998.  Gross  margins  for both the fiscal  1999  second  quarter  and half year
increased   primarily  as  a  result  of  lower  material  costs  and  operating
efficiencies associated with higher sales volumes.

     Selling,  general and  administrative  expenses  for the three months ended
July 31, 1998 increased  $513,000 or five percent over the comparable  period of
the prior year. This increase was primarily due to higher commission expense and
payroll related costs in the second quarter of fiscal 1999,  partially offset by
the absence in the current  quarter of costs  associated  with the resolution of
legal  disputes that occurred in the second  quarter of the prior year.  For the
six-month  period  ended July 31,  1998,  selling,  general  and  administrative
expenses  increased  $770,000 or four  percent over the same period of the prior
year.  This  increase was primarily due to higher  commission  expense,  payroll
related  costs and  travel  expense  for the first  six  months of fiscal  1999,
partially  offset by the  absence  in the  current  six-month  period of charges
related to the accelerated  write-off of goodwill and intangible  assets and the
resolution of legal disputes that occurred in the comparable period of the prior
year.

     Research and development  expenses remained  proportional to sales at three
percent of sales for the second quarter and first six months of both fiscal 1999
and 1998.

     Interest expense,  net,  decreased $318,000 in the second quarter of fiscal
1999 and  $664,000  in first six months of fiscal  1999  versus  the  comparable
periods  of the prior year  primarily  due to lower  debt  balances  outstanding
coupled with higher capitalized interest related to plant expansions.

                                       17



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


     Other expense, net, for the second quarter of fiscal 1999 increased $97,000
primarily due to a foreign exchange loss in the current quarter versus a foreign
exchange  gain in the same  quarter of the prior year.  For the six months ended
July 31, 1998, other expense,  net, decreased $569,000 due to the absence in the
current six-month period of amortization  expense  associated with the write-off
of 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 and net income both
increased  28 percent  for the second  quarter of fiscal 1999 and  increased  33
percent for the  six-month  period  ended July 31,  1998  versus the  comparable
periods  of the prior  year.  Net income in the  second  quarter of fiscal  1999
increased  to  $6,000,000  or 49 cents per common  share and 47 cents per common
share - assuming  dilution.  For the six months ended July 31, 1998,  net income
increased  to  $11,756,000  or 95 cents per common share and 92 cents per common
share - assuming dilution. During the second quarter of fiscal 1999, the Company
implemented  a  two-for-one  stock  split  effected  in the form of a 100% stock
dividend.


LIQUIDITY AND CAPITAL RESOURCES

     Net cash  provided by operating  activities  increased  $1,118,000  or nine
percent to $13,234,000 for the six-month  period ended July 31, 1998 compared to
$12,116,000  in the  comparable  period of the prior  year.  This  increase  was
primarily due to higher net income during the first six months of fiscal 1999; a
smaller  increase in accounts  receivable;  and an increase in accounts  payable
during  the first six  months  of the  current  year  versus a  decrease  in the
equivalent  period of the prior year.  These  changes  resulting  in higher cash
flows from operations were partially offset by a larger increase in inventories;
a larger  decrease in income taxes  payable;  and a smaller  increase in accrued
liabilities  during  the  first  six  months  of the  current  year  versus  the
equivalent period of fiscal 1998.

     Net cash used by investing activities during the first six months of fiscal
1999  increased  $4,361,000 to $8,547,000  versus the  comparable  period of the
prior year.  This increase was primarily due to higher  spending  related to the
acquisition of property, plant and equipment.

     Net cash used by financing  activities for the six-month  period ended July
31, 1998 decreased  $3,500,000 to $4,184,000  compared to $7,684,000  during the
same period of the prior year primarily as a result of higher  capital  spending
during  the first six months of fiscal  1999,  partially  offset by higher  cash
flows provided by operating activities.

     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 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.

                                       18



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


READINESS FOR YEAR 2000

     The Company has taken actions to evaluate 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
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  believes  that the  adoption of SFAS No. 132 will not have a
material effect on its financial position or results of operations.


                                       19


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


NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED (continued)

     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
SOP 98-5 will not have a material effect on its financial position or results of
operations.

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This statement  establishes new procedures
for accounting for derivatives and hedging  activities and supersedes and amends
a number of existing  standards.  This  statement is effective  for fiscal years
beginning after June 15, 1999. The Company  currently uses  derivatives  such as
interest  rate  swap  agreements,   currency  swaps  and  currency  forwards  to
effectively  fix the interest rate on a portion of the  Company's  floating rate
debt and the exchange rate on Canadian and Mexican assets,  liabilities and cash
flows.  Under  current  accounting  standards,  no gain or loss is recognized on
changes in the fair value of these derivatives.  Under this statement,  gains or
losses will be recognized  based on changes in the fair value of the derivatives
which  generally  occur as a result of changes  in  interest  rates and  foreign
currency  exchange  rates.  The Company is currently  evaluating  the  financial
impact of adoption of this statement.  The Company believes that the adoption of
SFAS No.  133 will not have a  material  effect  on its  financial  position  or
results of operations.


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.


                                       20


                           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 30, 1998.

(b)       See Item 4(c) below.

(c)       Alfred Weber was elected as a director by a vote of 4,092,650  for and
          272,244 withheld. Kevin P. Dowd was elected as a director by a vote of
          4,092,655  for and  272,239  withheld.  Glenn M. Feit was elected as a
          director by a vote of 4,067,533  for and 297,361  withheld.  Pamela S.
          Lewis was elected as a director by a vote of 4,092,655 for and 272,239
          withheld.  Alan  G.  Lutz  was  elected  as a  director  by a vote  of
          4,092,655 for and  272,239 withheld.  William Harrall, III was elected
          as a director by a vote of 4,092,655 for and 272,239 withheld. John A.
          H.  Shober was elected as a director  by a vote of  4,092,655  for and
          272,239 withheld.

          The amendment to the Company's  restated  certificate of incorporation
          increasing  the  number  of shares of  common  stock  the  Company  is
          authorized to issue to 75,000,000  was approved by a vote of 3,091,296
          for and 1,220,623 against with 52,975 abstentions.

          The approval of the C&D Technologies,  Inc. 1998 stock option plan was
          approved by a vote of 3,224,071 for and 1,078,098  against with 62,725
          abstentions.

          The  appointment  of  PricewaterhouseCoopers  LLP (formerly  Coopers &
          Lybrand L.L.P.) as the Company's independent  accountants for the year
          ending  January 31, 1999 was ratified by a vote of  4,306,270  for and
          5,156 against, with 53,468 abstentions.

          The shares  voted  represent  shares  prior to the July 24, 1998 stock
          split.



                                       21



                           PART II. OTHER INFORMATION
                                  (continued)


Item 5.   Other information

          As a result of a change in Securities and Exchange  Commission  rules,
          if, prior to April 9, 1999,  the Company is notified of a  shareholder
          proposal to be made at the 1999 Annual Meeting of Stockholders that is
          not to be included in the  Company's  1999 Proxy  Statement  (i.e.,  a
          proposal other than one made under SEC Rule 14a-8), then, with limited
          exceptions,  persons  who are  appointed  as  proxies on behalf of the
          Board of Directors will not be able to use their discretionary  voting
          authority on the proposal at the Annual  Meeting  without the proposal
          being  discussed  in the Proxy  Statement.  If the  Company  is not so
          notified, those persons will be able to use their discretionary voting
          authority on the proposal regardless of whether it is discussed in the
          Proxy Statement.


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

(a)       Exhibits

          15.  Letter from  PricewaterhouseCoopers LLP, independent  accountants
               for the Company,  regarding  unaudited  interim financial  infor-
               mation (filed herewith).

          27.  Financial Data Schedule (filed herewith).

(b)       Reports on Form 8-K:
          None

                                       22




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 10, 1998                         BY:      /s/ Alfred Weber
                                              ---------------------------------
                                                        Alfred Weber
                                                Chairman, President and Chief
                                                    Executive Officer




September 10, 1998                         BY:  /s/ Stephen E. Markert, Jr.
                                             ----------------------------------
                                                    Stephen E. Markert, Jr.
                                                  Vice President Finance and
                                                    Treasurer
                                                  (Principal Financial and
                                                    Accounting Officer)













                                       23




                                  EXHIBIT INDEX


          15.  Letter from  PricewaterhouseCoopers LLP, independent  accountants
               for the Company,  regarding  unaudited  interim financial  infor-
               mation.

          27.  Financial Data Schedule.







                                       24