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, 1999

                                       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 June 4, 1999:
12,758,327





                             C&D TECHNOLOGIES, INC.
                                AND SUBSIDIARIES


                                     INDEX

   PART I. FINANCIAL INFORMATION                                   Page No.

      Item 1 - Financial Statements

          Consolidated Balance Sheets -
           April 30, 1999 and January 31, 1999...................      3

          Consolidated Statements of Income -
           Three Months Ended April 30, 1999 and 1998............      5

          Consolidated Statements of Cash Flows -
           Three Months Ended April 30, 1999 and 1998............      6

          Consolidated Statements of Comprehensive Income
           Three Months Ended April 30, 1999 and 1998............      8

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

          Report of Independent Accountants......................     17

      Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations......     18

   PART II. OTHER INFORMATION ...................................     24

   SIGNATURES ...................................................     25



                                        2


PART I.  FINANCIAL INFORMATION

Item 1 - Financial Statements


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

                                                            (Unaudited)
                                                      April 30,     January 31,
                                                        1999           1999
                                                        ----           ----
ASSETS

Current assets:
      Cash and cash equivalents.................      $  9,930        $  5,003
      Accounts receivable, less allowance for
           doubtful accounts of $1,625 and
           $1,635, respectively.................        64,425          44,232
      Inventories...............................        60,173          49,855
      Deferred income taxes.....................         7,305           7,305
      Other current assets......................           960           2,318
                                                       -------         -------
                 Total current assets...........       142,793         108,713
Property, plant and equipment, net..............        90,117          62,388
Intangible and other assets, net................         4,072           4,393
Goodwill, net...................................        87,350          10,148
                                                       -------         -------
                 Total assets...................      $324,332        $185,642
                                                       =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Current portion of long-term debt.........      $  8,552        $    532
      Accounts payable..........................        33,660          23,997
      Accrued liabilities.......................        23,525          17,714
      Income taxes .............................           546            -
      Other current liabilities.................         3,621           2,782
                                                       -------         -------
                 Total current liabilities......        69,904          45,025

Deferred income taxes...........................         3,097           2,887
Long-term debt..................................       106,590           1,750
Other liabilities...............................        15,207          12,442
                                                       -------         -------
                 Total liabilities..............       194,798          62,104
                                                       -------         -------




        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,
                                                         1999          1999
                                                         ----          ----
Commitments and contingencies

Stockholders' equity:
      Common stock, $.01 par value, 75,000,000
          shares authorized; 13,467,429 and
          13,368,719 shares issued,
          respectively ...........................          135            134
      Additional paid-in capital..................       44,585         43,429
      Treasury stock, at cost, 905,102 shares ....      (10,819)       (10,819)
      Accumulated other comprehensive loss........         (319)          (169)
      Retained earnings...........................       95,952         90,963
                                                        -------        -------
                 Total stockholders' equity.......      129,534        123,538
                                                        -------        -------
                 Total liabilities and
                   stockholders' equity...........     $324,332       $185,642
                                                        =======        =======





        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,
                                                  1999             1998
                                                  ----             ----

Net sales............................           $ 99,611         $ 78,909
Cost of sales........................             73,072           58,221
                                                 -------          -------
    Gross profit.....................             26,539           20,688
Selling, general and
    administrative expenses..........             14,369            9,512
Research and development
    expenses.........................              2,259            2,035
                                                 -------          -------
    Operating income.................              9,911            9,141
Interest expense, net................              1,439               30
Other expense, net...................                136               46
                                                 -------          -------
    Income before income taxes.......              8,336            9,065
Provision for income taxes...........              3,001            3,309
                                                 -------          -------
    Net income.......................           $  5,335         $  5,756
                                                 =======          =======
Net income per common share*.........           $    .43         $    .47
                                                 =======          =======
Net income per common share -
    assuming dilution*...............           $    .42         $    .45
                                                 =======          =======
Dividends per share*.................           $  .0275         $ .01375
                                                 =======          =======


     * 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
(see Footnote 2).



        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,
                                                          1999         1998
                                                          ----         ----
Cash flows provided (used) by operating activities:
    Net income .....................................    $  5,335     $  5,756
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization.............       4,881        3,058
          Deferred income taxes.....................         210         -
          Loss on disposal of assets................         111          157
          Changes in:
                Accounts receivable.................      (5,696)      (1,839)
                Inventories.........................         258       (1,723)
                Other current assets................         405         (162)
                Accounts payable....................       5,131       (1,597)
                Accrued liabilities.................       2,938          741
                Income taxes payable................       2,122          (85)
                Other current liabilities...........          39         (155)
                Other liabilities...................         790          596
          Other, net................................         114         -
                                                        --------     --------
Net cash provided by operating activities...........      16,638        4,747
                                                        --------     --------
Cash flows provided (used) by investing activities:
    Acquisition of business, net ...................    (121,465)        -
    Acquisition of property, plant and equipment....      (3,205)      (4,333)
    Proceeds from disposal of property, plant
       and equipment................................           1            4
                                                        --------     --------
Net cash used by investing activities...............    (124,669)      (4,329)
                                                        --------     --------
Cash flows provided (used) by financing activities:
    Repayment of long-term debt.....................      (2,554)        (578)
    Proceeds from new borrowings ...................     118,051         -
    Financing costs of long-term debt ..............      (2,749)        -
    Repayment of note receivable from stockholder...        -           1,057
    Proceeds from issuance of common stock, net.....         544          188
    Payment of common stock dividends...............        (343)        (169)
                                                        --------     --------

        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,
                                                        1999          1998
                                                        ----          ----

Net cash provided by financing activities.........    112,949           498
                                                     --------      --------
Effect of exchange rate changes on cash...........          9             5
                                                     --------      --------
Increase in cash and cash equivalents.............      4,927           921
Cash and cash equivalents at beginning
   of period......................................      5,003         1,167
                                                     --------      --------
Cash and cash equivalents at end of period........  $   9,930       $ 2,088
                                                     ========      ========

SCHEDULE OF NONCASH INVESTING AND
FINANCIAL ACTIVITIES


Acquired business
    Estimated fair value of assets acquired ......  $  53,714       $  -
    Goodwill and identifiable intangible assets...     77,973          -
    Cash paid, net of cash acquired ..............   (121,465)         -
                                                     --------      --------
    Liabilities assumed ..........................  $  10,222       $  -
                                                     ========      ========

Dividends declared but not paid ..................  $     346       $   169









        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,
                                              1999         1998
                                              ----         ----
Net income ............................     $5,335        $5,756

Other comprehensive (loss) income,
   net of tax:
       Foreign currency
       translation adjustments ........       (150)           40
                                             -----         -----
Total comprehensive income.............     $5,185        $5,796
                                             =====         =====








        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,  1999.  The January 31, 1999 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, 1999 and the  consolidated  statements  of income for the three months
ended April 30, 1999 and 1998 and the consolidated  statements of cash flows for
the three months ended April 30, 1999 and 1998 and the  consolidated  statements
of  comprehensive  income for the three  months  ended  April 30, 1999 and 1998.
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,  including  all share and per share  amounts,  have been adjusted to
reflect this transaction.


3.  ACQUISITION

     Effective  March 1, 1999,  the Company  acquired  substantially  all of the
assets of the Specialty  Battery  Division of Johnson  Controls,  Inc.  ("JCI"),
(subsequently  re-named the Dynasty Division by the Company) including,  without
limitation,  certain assets of Johnson  Controls  Technology  Company,  a wholly
owned  subsidiary  of JCI, and 100% of the ordinary  shares of Johnson  Controls
Battery  (U.K.)  Limited,  an  indirect  wholly  owned  subsidiary  of  JCI.  In
consideration of the assets acquired,  the Company paid approximately  $120,000,
subject  to  certain  adjustments  as set forth in the  purchase  agreement.  In
addition, the Company assumed certain liabilities of the seller. The acquisition
of an interest of the Specialty Battery Division in a joint venture in Shanghai,
China, for approximately $15,000, plus the assumption of certain liabilities, is
expected to be  consummated  in the near future,  subject to certain third party
consents. The joint venture manufactures, markets and distributes industrial and
starting, lighting and ignition batteries.

     The  Specialty  Battery  Division was engaged in the business of designing,
manufacturing,  marketing and  distributing  industrial  batteries.  The Company
intends to continue using the assets  acquired in such  business.  The source of
the  funds  for  the  acquisition  was  advances  under a new  credit  agreement
consisting of a term loan in the amount of $100,000 and a revolving  loan not to
exceed $120,000 which includes a letter of credit facility not to exceed $30,000
and swingline loans not to exceed $10,000.


                                        9



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


3.  ACQUISITION (continued)

     The  following  unaudited  pro forma  financial  information  combines  the
consolidated  results  of  operations  as if the  acquisition  of the  Specialty
Battery Division (excluding the interest in the joint venture in Shanghai, China
which is expected to be  consummated  in the near future) had occurred as of the
beginning  of the periods  presented.  Pro forma  adjustments  include  only the
effects  of events  directly  attributed  to a  transaction  that are  factually
supportable and expected to have a continuing  impact. The pro forma adjustments
contained in the table below include  amortization  of intangibles and goodwill,
depreciation adjustments due to the write up of property, plant and equipment to
estimated  fair market value,  amortization  of deferred debt costs and interest
expense on the acquisition debt,  working capital management fees which will not
continue and the related income tax effects.

                                                  Three months
                                                 ended April 30,
                                             1999                1998
                                             ----                ----

     Net sales .........................   $107,359            $102,060
     Net income ........................   $  5,270            $  4,573
     Net income per common share .......   $   0.42            $   0.37
     Net income per common share -
          assuming dilution ............   $   0.41            $   0.36

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


4.   INVENTORIES

     Inventories consisted of the following:
                                                    April 30,   January 31,
                                                      1999         1999
                                                      ----         ----

         Raw materials ...........................  $21,670      $20,013
         Work-in-progress ........................   12,546       10,785
         Finished goods ..........................   25,957       19,057
                                                     ------       ------
                                                    $60,173      $49,855
                                                     ======       ======


                                       10




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


5.   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,
                                                        1999         1998
                                                        ----         ----

     U.S. statutory income tax ......................   35.0%        35.0%
     State tax, net of federal income tax benefit....    3.2          3.5
     Foreign sales corporation ......................   (0.3)        (1.1)
     Tax effect of foreign operations ...............   (1.3)        (0.9)
     Research and development credit ................   (0.8)          -
     Other...........................................    0.2           -
                                                        ----         ----
                                                        36.0%        36.5%
                                                        ====         ====

6.   NET INCOME PER COMMON SHARE

     Net income per common  share for the three  months ended April 30, 1999 and
1998 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)
                                              Three months ended
                                                   April 30,
                                              1999           1998*
                                              ----           ----
Net income (A)....................            $5,335         $5,756
Weighted average shares
   of common stock
   outstanding (B)................        12,489,862     12,329,846
Assumed conversion of stock
   options, net of shares
   assumed reacquired.............           337,063        485,676
                                             -------        -------
Weighted average common
   shares - assuming
   dilution (C)...................        12,826,925     12,815,522
Net income per common
   share (A/B)....................             $0.43          $0.47
Net income per common
   share - assuming
   dilution (A/C).................             $0.42          $0.45

*  Restated to  reflect the Company's  two-for-one stock split,  effected in the
   form of a 100% stock dividend, where appropriate.

                                       11




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


7.   CONTINGENT LIABILITIES

     With  regard to the  following  contingent  liabilities  there have been no
material changes since January 31, 1999.

     Because  the  Company  uses  lead and  other  hazardous  substances  in its
manufacturing processes, it is subject to numerous international, federal, 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
agreement  provided for their joint funding on a proportionate  basis of certain
remedial  investigation  and feasibility  study  activities with respect to that
site.


                                        12



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

7.   CONTINGENT LIABILITIES (continued)

     In fiscal 1993 in accordance  with an EPA order,  a group  comprised of the
Company and 30 other parties  commenced  work on the cleanup of a portion of the
NL Site based on a specified remedial approach which was completed during fiscal
1999.  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.

     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 Company and the PRPs
initiated  remedial  action  at the  site in 1998 and  expect  to  complete  the
majority of the action by the end of 1999.  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  during  1999.  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 or state
environmental agencies with regard to four other Third Party Facilities,  one in
September  1991, one (the "Chicago Site") in October 1991, one (the "ILCO Site")
in October  1993,  and the fourth (the "M&J  Site") in March  1999.  Of the four
sites,  the Company has been identified as a PRP at the ILCO,  Chicago,  and M&J
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 a 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



                                       13



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

7.   CONTINGENT LIABILITIES (continued)

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.

     Sufficient  information  is not yet  available for the M&J site to estimate
the Company's  allocable share of liability.  However,  based on the information
currently available, the Company's liability exposure at this site appears to be
limited and is not expected to have a material adverse effect on the Company.

     Allied has accepted  responsibility  under the  Acquisition  Agreement  for
potential  liabilities  relating  to all Third Party  Facilities  other than the
aforementioned Sites.

     The Company is also aware of the  existence of potential  contamination  at
two of its properties which may require  expenditures for further  investigation
and  remediation.  At  the  Company's  Huguenot,  New  York  facility,  fluoride
contamination in an inactive lagoon exceeding the state's groundwater standards,
which existed prior to the Company's  acquisition  of the site,  has resulted in
the site being listed on the registry of inactive hazardous waste disposal sites
maintained by the New York State Department of Environmental  Conservation.  The
prior owner of the site ultimately may bear some, as yet undetermined,  share of
the costs associated therewith.

     The  Company's  Conyers,  Georgia  facility is listed on the Georgia  State
Hazardous Sites Inventory.  Soil at the site, which was likely contaminated from
a leaking  underground acid neutralization tank and possibly storm water runoff,
has been excavated and disposed.  A hydrogeologic study was undertaken to assess
the impact to groundwater. That study did not reveal any groundwater impact, and
assessment and remediation of off-site  contamination has been completed and the
full  remediation  report was  submitted to the state on February 22, 1999.  The
state  environmental  agency may  request  further  information  and  additional
investigation  or  remediation  may be necessary  before the site may be removed
from its Hazardous Sites Inventory.

     The Company, together with JCI, is conducting an assessment and remediation
of contamination  at the newly acquired Dynasty Division  facility in Milwaukee,
Wisconsin.  The  majority of this project is expected to be completed by the end
of  fiscal  2000.  Under  the  purchase  agreement  with  JCI,  the  Company  is
responsible for (i) one-half of the cost of the assessment and remediation, with
a cap of $1,750,  (ii) any  environmental  liabilities at the facility which are
not  remediated  as  part  of  the  current  project  and  (iii)   environmental
liabilities  for claims made after the fifth  anniversary  of the  closing  that
arise from migration  from a pre-closing  condition at the facility to locations
other than the facility,  but  specifically  excluding  liabilities  relating to
pre-closing   offsite  disposal.   JCI  has  retained  all  other  environmental
liabilities.

     Based  on  currently  available  information,  management  of  the  Company
believes that the foregoing will not have a material adverse effect on Company's
business, financial condition 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)


8.   NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("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.  In May 1999,  the FASB  delayed the
effective  date of this  statement by one year to fiscal years  beginning  after
June 15, 2000. 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 a
portion of the  Company's  foreign  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.


9.   RESTRUCTURING CHARGE

     During the first  quarter of fiscal  2000,  the Company  recorded a pre-tax
charge  of  $1,627,  or $.08 per  share  after-tax,  primarily  relating  to the
restructuring of the Power Electronics Division.  The restructuring includes the
closing  of  the  Company's  Costa  Mesa,  California  power  supply  production
facility.  These  production  activities  will be  transferred  to the Company's
existing  facilities  in Tucson,  Arizona and  Nogales,  Mexico.  $1,251 of this
pre-tax charge is included in selling,  general and administrative expenses with
the remaining  $376 included in cost of sales in the  accompanying  consolidated
statement  of income  for the three  months  ended  April 30,  1999.  The $1,627
restructuring  charge  relates to severance,  inventory and property,  plant and
equipment write downs,  and other related costs. Of this amount $376 is included
as a reduction of inventory and the remainder is included in accrued liabilities
as of April 30, 1999.



                                       15



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


10.  OPERATIONS BY INDUSTRY SEGMENT

     The Company has identified the following four reportable business segments:

     The Powercom  Division  manufactures and markets  integrated  reserve power
systems  and   components   for  the  standby   power  market   which   includes
telecommunications,  uninterruptible  power supplies and utilities and controls.
Integrated  reserve power systems  monitor and regulate  electric power flow and
provide backup power in the event of a primary power loss or  interruption.  The
Powercom  Division also  produces the  individual  components of these  systems,
including power rectifiers,  system monitors, power boards, chargers and reserve
batteries.

     The  Dynasty  Division   manufactures  and  markets  industrial   batteries
primarily for the uninterruptible power supply, telecommunications and broadband
cable markets.

     The Motive Power  Division  manufactures  complete  systems and  individual
components (including power electronics and batteries) to power, monitor, charge
and test the batteries used in electric industrial vehicles, including fork-lift
trucks,  automated guided vehicles and airline ground support  equipment.  These
products  are marketed to end users in a broad array of  industries,  dealers of
fork-lift trucks and other material handling vehicles,  and, to a lesser extent,
original equipment manufacturers ("OEMs").

     The Power Electronics  Division  manufactures and markets custom,  standard
and  modified  standard  electronic  power  supply  systems  for  large  OEMs of
telecommunications  equipment, office products, computers and workstations.  The
Power Electronics Division also manufactures cellular phone battery chargers.

     Summarized financial information related to the Company's business segments
for the three months ended April 30, 1999 and 1998 is shown below:


                                                                          Motive          Power
                                             Powercom     Dynasty         Power        Electronics
                                             Division     Division       Division       Division        Consolidated
                                             --------     --------       --------      -----------      ------------

                                                                                           

Three months ended April 30, 1999:

Net sales..................................   $49,868      $17,376        $18,977         $13,390         $99,611
Operating income...........................    $8,343       $3,162           $788         $(2,382)         $9,911

Three months ended April 30, 1998:

Net sales..................................   $40,468      $   -          $17,195         $21,246         $78,909
Operating income...........................    $6,047      $   -           $1,031          $2,063          $9,141


                                       16




                        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 ("the Company") as of April 30, 1999 and the
related  consolidated  statements of income and comprehensive income for each of
the  three-month  periods  ended  April  30,  1999  and  1998,  and the  related
consolidated  statements of cash flows for the  three-month  periods ended April
30, 1999 and 1998.  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  interim financial statements for them
to be in conformity with generally accepted accounting principles.

We previously  audited in accordance with generally  accepted auditing standards
the  consolidated  balance  sheet  as  of  January  31,  1999  and  the  related
consolidated  statements  of  income,   stockholders'  equity,  cash  flows  and
comprehensive  income for the year then ended (not presented herein), and in our
report  dated  March  8,  1999 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, 1999, 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

Philadelphia, Pennsylvania
May 27, 1999

                                       17


Item 2.

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


     Effective  March  1,  1999,  C&D  TECHNOLOGIES,  INC.  (together  with  its
operating subsidiaries, "we", "our" or "C&D") purchased substantially all of the
assets of the Specialty  Battery  Division of Johnson  Controls,  Inc.  ("JCI"),
(subsequently  re-named the Dynasty Division by C&D), a designer,  manufacturer,
marketer and distributor of industrial batteries based in Milwaukee,  Wisconsin.
These assets  included all of the ordinary  shares of Johnson  Controls  Battery
(U.K.)  Limited,  an indirect  wholly owned  subsidiary of JCI. In addition,  we
expect to consummate  the  acquisition  of an interest of the Specialty  Battery
Division in a joint  venture in Shanghai,  China in the near future,  subject to
certain  third  party  consents.  The joint  venture  manufactures,  markets and
distributes industrial and starting, lighting and ignition batteries.

     Net sales for the fiscal 2000 first  quarter  increased  $20,702,000  or 26
percent compared to the equivalent  quarter of the prior year. This increase was
primarily  the  result of  $17,376,000  of net sales  recorded  by the  recently
acquired  Dynasty  Division,  coupled  with  higher  Powercom  and Motive  Power
Divisional net sales,  up $9,400,000  and  $1,782,000,  respectively,  partially
offset by a $7,856,000 decrease in net sales by the Power Electronics  Division.
The  Powercom  net sales  increase of 23 percent in the first  quarter of fiscal
2000 over the same  quarter of the prior year was mainly due to higher  sales to
the telecommunications markets. Power Electronics net sales decreased 37 percent
during the first  quarter of fiscal  2000  versus the  comparable  period of the
prior  year,  primarily  as a result of lower sales of  cellular  phone  battery
chargers  to  the   telecommunications   market,  as  well  as  lower  sales  to
non-telecommunications  related  markets.  The  Company  expects the lower sales
volumes of cellular  phone battery  chargers to continue at least into the third
quarter of fiscal 2000.

     Gross profit for the first quarter of fiscal 2000  increased  $5,851,000 or
28 percent to $26,539,000  from  $20,688,000 in the fist quarter of fiscal 1999,
resulting  in a gross  margin of 26.6  percent  versus 26.2 percent in the first
quarter of the prior year. The increase in gross profit was primarily due to the
gross  profit  generated  by the  Dynasty  Division as well as  increased  gross
profits related to the higher sales volumes  provided by the Powercom and Motive
Power Divisions during the first quarter of fiscal 2000 as compared to the first
quarter of the prior year.  These  increases  in gross  profits  were  partially
offset by lower gross profit  generated by the Power  Electronics  Division as a
result of lower sales volume  during the first quarter of fiscal 2000 versus the
same  period of the prior  year.  During the first  quarter of fiscal  2000,  we
incurred  a  $1,627,000  pre-tax  charge (or eight  cents per share  after-tax),
primarily related to the restructuring of the Power  Electronics  Division.  The
restructuring  charge included  $376,000 related to inventory  obsolescence that
was  charged to cost of sales.  The  balance  of the  restructuring  charge,  or
$1,251,000, was charged to selling, general and administrative expenses.

     Selling,  general  and  administrative  expenses  for the first  quarter of
fiscal 2000 increased $4,857,000 or 51 percent over the comparable period of the
prior  year.   This  increase  was   primarily  due  to  selling,   general  and


                                       18


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


administrative  expenses  (including  amortization  of intangibles and goodwill)
related to the recent  acquisition of the Dynasty Division,  the  aforementioned
$1,251,000  restructuring charge, and higher fixed and variable selling expenses
related to the Powercom and Motive Power Divisions. The increase in Motive Power
Divisional  fixed  selling  expenses  during the first  quarter  of fiscal  2000
includes costs  associated  with sales branches added in the last half of fiscal
1999 which have not yet met anticipated sales levels.

     Research and development  expenses  increased $224,000 in the first quarter
of fiscal 2000 versus the same  quarter of the prior year  primarily as a result
of research and  development  costs  incurred by the recently  acquired  Dynasty
Division.  Research  and  development  expenses as a percent of sales  decreased
slightly  from 2.6 percent in the first quarter of fiscal 1999 to 2.3 percent in
the first quarter of fiscal 2000.

     Operating income increased  $770,000 (after the  aforementioned  $1,627,000
restructuring charge) to $9,911,000 in the first quarter of fiscal 2000 compared
to  $9,141,000  in the first  quarter  of fiscal  1999 as a result of  operating
income generated by the recently acquired Dynasty Division,  coupled with higher
Powercom Divisional  operating income.  These increases in operating income were
partially  offset by lower Motive Power  Divisional  operating income during the
first  quarter  of  fiscal  2000 and an  operating  loss  incurred  by the Power
Electronics Division in the current quarter versus operating income in the first
quarter of fiscal  1999.  We expect our Power  Electronics  Division to incur an
operating loss in the second quarter of fiscal 2000.

     Interest  expense,  net,  increased  $1,409,000  from the first  quarter of
fiscal  1999 to the first  quarter of fiscal  2000 due to higher  debt  balances
outstanding used to finance the recent acquisition of the Dynasty Division.

     Income tax expense decreased $308,000 primarily as a result of lower income
before  income  taxes  during the first  quarter of fiscal  2000 versus the same
quarter of the prior year.

     As a result of the above,  net  income  decreased  $421,000  from the first
quarter of fiscal 1999 to $5,335,000 or 43 cents per common share - basic and 42
cents per common share - assuming dilution.


LIQUIDITY AND CAPITAL RESOURCES

     Net cash  provided by operating  activities  increased  $11,891,000  or 250
percent  to  $16,638,000  for the first  quarter  of  fiscal  2000  compared  to
$4,747,000  for the same quarter of the prior year.  This increase was primarily
due to an  increase  in  accounts  payable in the first  quarter of fiscal  2000
compared  to a decrease  in the prior year.  The  increase  in accounts  payable
during the first  quarter of fiscal 2000 is mainly due to the timing of payments


                                       19




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


to JCI related to  services  performed  under a  transition  services  agreement
associated  with  the  recent   acquisition  of  the  Dynasty   Division.   Also
contributing  to  increased  net cash  provided by operating  activities  was an
increase in income taxes payable  during the first quarter of fiscal 2000 versus
a slight  decrease  in the same  quarter  of the prior year due to timing of tax
payments. In addition,  net cash provided by operating activities increased as a
result of a greater increase in accrued  liabilities during the first quarter of
fiscal 2000 versus the  comparable  period of the prior year,  primarily  due to
accruals  related  to  the  aforementioned  restructuring  reserve  and  accrued
interest  associated  with the higher debt levels.  These  changes  resulting in
higher net cash provided by operating  activities,  were  partially  offset by a
larger increase in accounts receivable during the current first quarter compared
to the first quarter of fiscal 1999 due to higher sales volumes.

     Net cash used by investing  activities  totaling  $124,669,000 in the first
quarter of fiscal 2000 includes our purchase of the Specialty  Battery  Division
of JCI (subsequently re-named the Dynasty Division by C&D).

     Net cash provided by financing  activities was  $112,949,000  for the first
quarter of fiscal 2000 versus  $498,000 in the prior year's first  quarter.  The
proceeds  from new  borrowings  in the current  year's  first  quarter were used
primarily for the funding of the acquisition of the Dynasty Division.

     On March 1, 1999 we entered  into a credit  agreement  in which the lenders
named  therein,  and  Nationsbank,  N.A.  as  administrative  agent,  provided a
$220,000,000  credit  facility  consisting  of a  term  loan  in the  amount  of
$100,000,000 and a revolving loan not to exceed $120,000,000. The funds borrowed
under  this  credit  agreement  were  used to  finance  the  acquisition  of the
Specialty  Battery  Division of JCI, to refinance  existing  debt and to finance
working  capital and certain  other  expenditures.  Our  availability  under the
current  loan  agreement is expected to be  sufficient  to meet our ongoing cash
needs for working capital requirements,  debt service,  capital expenditures and
possible strategic  acquisitions.  Capital expenditures during the first quarter
of fiscal 2000 were incurred primarily to fund capacity  expansion,  new product
development,  a continuing series of cost reduction programs, normal maintenance
capital,  and  regulatory  compliance.  Fiscal  2000  capital  expenditures  are
expected to be approximately $20,000,000 for similar purposes.


READINESS FOR YEAR 2000

     We are taking  action to ensure that our  operations  will not be adversely
affected by potential Year 2000 computer failures and have developed a Year 2000
Readiness  Plan. Our Chief  Financial  Officer is responsible for overseeing the
execution  of the plan and reports  quarterly  to our Board of  Directors on the



                                       20



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


status of the Year 2000  Readiness  Plan.  The plan addresses the following four
     areas:

     o    information  technology  systems  (consisting of computer hardware and
          software  related to our business  systems as well as our  engineering
          and test equipment);
     o    non-information technology systems (including embedded technology such
          as  microcontrollers,  which  are  typically  found in such  things as
          telephone systems, security systems, fax machines, etc.);
     o    products sold to customers; and
     o    third party issues (including significant suppliers and customers).

     Our Year 2000 Readiness Plan  generally  includes the following  phases for
each of the four areas noted above:

     o    identification and risk assessment;
     o    development and implementation of a remediation plan;
     o    acceptance testing; and
     o    contingency planning for high risk critical areas.

     We  have  identified  certain   deficiencies  related  to  our  information
technology   systems  and  have  addressed   them  through   upgrades  or  other
remediation.  We have two main  computer  systems  that are  utilized to run our
business systems. Year 2000 remediation work on our business systems that run on
our computers located in Blue Bell,  Pennsylvania and Tucson,  Arizona have been
completed and these business systems are now Year 2000 compliant.

     In terms of non-information  technology  systems,  we have identified those
items which may require  remediation  or  replacement.  We are in the process of
addressing  those items and expect to complete  remediation or  replacement  and
testing by the middle of fiscal 2000.

     We have  completed our assessment of Year 2000  compliance  with respect to
our battery and electronics  products that are currently being sold to customers
and have concluded that all significant products are compliant.

     With respect to third parties,  we have identified and have been contacting
our significant  suppliers and will shortly begin to contact our major customers
to determine  the extent to which we may be  vulnerable  to such third  parties'
failure  to  address  their own Year 2000  issues.  This  process  includes  the
solicitation of written responses to questionnaires and/or meetings with certain
of such  third  parties.  As a  result,  our  assessment  will be  substantially
dependent on  information  provided by third  parties.  We have  completed  this
initial notification and solicitation process with our significant suppliers and
have now begun the next  phase of  re-contacting  those  companies  who have not
responded.  We believe this process will  continue  through the second and third
quarters of fiscal 2000.

     Based upon our current estimates, total costs associated with our Year 2000
compliance  are  expected  to be  immaterial.  The  majority of these costs were
incurred in fiscal 1999 and include  third party  consultants  and  programmers,


                                       21



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


remediation  of existing  software,  and  replacement or remediation of embedded
chips. Such costs do not include internal management time, which is not expected
to be material to our results of operations or financial condition.

     We believe that our most  significant risk with respect to Year 2000 issues
relates to the  performance and readiness  status of third parties.  As with all
manufacturing companies, a reasonable worst case Year 2000 scenario would be the
result of failures of third parties (including without limitation,  governmental
entities,  utilities and entities with which we have no direct involvement) that
negatively  impact our raw material supply chain or ability to provide  products
to  customers  or the  ability of  customers  to  purchase  products,  or events
affecting regional,  national or global economies generally. The impact of these
failures  cannot  be  estimated  at  this  time;  however,  we  are  considering
contingency  plans to limit,  to the extent  possible,  the financial  impact of
these failures on our results of operations. Any such plans would necessarily be
limited to matters which we can reasonably control.

     Our Year 2000  efforts are ongoing  and our  overall  plan,  as well as the
consideration of contingency  plans,  will continue to evolve as new information
becomes available.  While we anticipate  continuity of our business  activities,
that  continuity  will be dependent  upon our ability,  and the ability of third
parties with whom we rely on directly, or indirectly, to be Year 2000 compliant.


NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

     In June 1998,  the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standards ("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.  In May 1999,  the FASB  delayed the
effective  date of this  statement by one year to fiscal years  beginning  after
June  15,  2000.  We  currently  use  derivatives  such as  interest  rate  swap
agreements, currency swaps and currency forwards to effectively fix the interest
rate on a portion of our floating  rate debt and the exchange  rate on a portion
of our foreign  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.  We are
currently  evaluating  the financial  impact of adoption of this  statement.  We
believe that the adoption of SFAS No. 133 will not have a material effect on our
financial position or results of operations.


                                     22



                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 our actual results and
could cause our actual results to differ  materially from those expressed in any
forward-looking statements made by C&D in this Quarterly Report on Form 10-Q.


                                       23


                           PART II. OTHER INFORMATION


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

(a)       Exhibits

          10.1 Lease Agreement dated February 15, 1994 by and between Sequatchie
               Associates,  Incorporated and  C&D  Charter  Power  Systems, Inc.
               (which has since been merged into C&D) (filed herewith).

          10.2 C&D TECHNOLOGIES, INC.  Incentive Compensation Plan  (filed here-
               with).

          15.  Letter from  PricewaterhouseCoopers  LLP, independent accountants
               for C&D, regarding unaudited interim financial information (filed
               herewith).

          27.  Financial Data Schedule (filed herewith).

(b)       Reports on Form 8-K:

               C&D has filed with the Securities and Exchange  Commission during
          the quarter  ended  April 30, 1999 a Current  Report on Form 8-K dated
          March  1,  1999  (as  amended  by a Form  8-K/A  filed  May 14,  1999)
          reporting under Item 2 that C&D had acquired  substantially all of the
          assets of the Specialty  Battery Division of JCI,  including,  without
          limitation,  certain assets of Johnson Controls  Technology Company, a
          wholly owned  subsidiary  of JCI,  and 100% of the ordinary  shares of
          Johnson  Controls  Battery (U.K.)  Limited,  an indirect  wholly owned
          subsidiary  of JCI. The  acquisition  of an interest of the  Specialty
          Battery Division in a joint venture in Shanghai, China, is expected to
          be  consummated  in the near  future,  subject to certain  third party
          consents.  Additionally,  we reported under Item 5 a credit  agreement
          entered into among C&D,  the lenders  named  therein and  NationsBank,
          N.A. as  administrative  agent.  The 8-K/A filed May 14, 1999 contains
          historical financial statements and pro forma financial information of
          the acquired business, including the joint venture in Shanghai, China.


                                       24




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 11, 1999                            BY: /s/ Wade H. Roberts, Jr.
                                              ---------------------------------
                                                  Wade H. Roberts, Jr.
                                                President, Chief Executive
                                                  Officer and Director
                                                (Principal Executive Officer)




 June 11, 1999                            BY: /s/ Stephen E. Markert, Jr.
                                             ----------------------------------
                                                  Stephen E. Markert, Jr.
                                                Vice President Finance
                                                (Principal Financial and
                                                  Accounting Officer)













                                       25




                                  EXHIBIT INDEX

          10.1 Lease Agreement dated February 15, 1994 by and between Sequatchie
               Associates,  Incorporated and  C&D  Charter  Power  Systems, Inc.
               (which has since been merged into C&D).

          10.2 C&D TECHNOLOGIES, INC. Incentive Compensation Plan.

          15.  Letter from  PricewaterhouseCoopers  LLP, independent accountants
               for C&D, regarding unaudited interim financial information.

          27.  Financial Data Schedule.







                                       26