SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
EXIDE ELECTRONICS GROUP, INC.
(Name of Subject Company)
EXIDE ELECTRONICS GROUP, INC.
(Name of Person Filing Statement)
Common Stock, Par Value $.01 Per Share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
302052 6 10 5
(CUSIP Number of Class of Securities)
Series G Convertible Preferred Stock,
Par Value $.01 Per Share
(Title of Class of Securities)
Not Available
(CUSIP Number of Class of Securities)
Warrants to Purchase Shares of Common Stock
(Title of Class of Securities)
302052 6 11 3
(CUSIP Number of Class of Securities)
Nicholas J. Costanza
Vice President, Chief Administrative Officer,
General Counsel and Secretary
Exide Electronics Group, Inc.
8609 Six Forks Road
Raleigh, North Carolina 27615
(919) 872-3020
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
COPY TO:
David M. Silk, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Amendment No. 1 to Schedule 14D-9 Solicitation/
Recommendation Statement amends and supplements the Schedule
14D-9 Solicitation/Recommendation Statement (as amended or
supplemented from time to time, the "Schedule 14D-9") filed by
Exide Electronics Group, Inc. (the "Company") with the Securi-
ties and Exchange Commission (the "Commission") on July 22,
1997.
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to the tender offer by PQR
Acquisition Corporation ("Bidder"), a wholly-owned subsidiary
of Danaher Corporation (together with Bidder, "Danaher"), to
purchase (i) all of the Company's outstanding common stock, par
value $.01 per share (the "Common Stock"), and associated pre-
ferred stock purchase rights, at $20.00 per share, net to the
seller in cash, (ii) all of the Company's outstanding Series G
Convertible Preferred Stock at $20.00 per share, net to the
seller in cash, and (iii) all of the Company's outstanding war-
rants (the "Warrants") to purchase shares of Common Stock at
$13.475 per share of Common Stock at $6.525 per Warrant, net to
the seller in cash, in each case on the terms and subject to
the conditions set forth in the Offer to Purchase, dated July
10, 1997, and in the related Letter of Transmittal.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On July 23, 1997, the Company filed Preliminary So-
licitation Materials (the "Preliminary Solicitation Materials")
with the Commission. The Preliminary Solicitation Materials
were filed in connection with the solicitation of revocations
of agent designations by the Company's Board of Directors in
opposition to the solicitation by Danaher of appointments of
designated agents to demand a special meeting of shareholders
of the Company for the purpose of considering and voting upon
certain proposals. A copy of the Preliminary Solicitation
Materials is filed as Exhibit 31 to this Schedule and is incor-
porated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 31 -- Exide Electronics Group, Inc. Preliminary
Solicitation Materials, dated July 23,
1997(1)
_____________________
(1) Incorporated by reference to the Company's Preliminary
Solicitation Materials, dated July 23, 1997, filed on
Schedule 14A.
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
EXIDE ELECTRONICS GROUP, INC.
By: /s/ Marty R. Kittrell
Name: Marty R. Kittrell
Title: Vice President and
Chief Financial
Officer
Dated: July 24, 1997