UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                          EXIDE ELECTRONICS GROUP, INC.
               (Exact name of issuer as specified in its charter)

                     Delaware                        23-2231834
            (State or other jurisdiction         (I.R.S. Employer
                  of incorporation)              Identification No.)

             8521 Six Forks Road                      27615
            Raleigh, North Carolina                 (Zip Code)
              (Address of principal
                executive offices)
                             ----------------------

                          EXIDE ELECTRONICS GROUP, INC.
              1995 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plan)
                             ----------------------

     Nicholas J. Costanza, Esq.                Copy to:
     Vice President and Chief Legal Counsel    Brad S. Markoff
     Exide Electronics Group, Inc.             Smith Helms Mulliss & Moore
     8521 Six Forks Road                       316 W. Edenton Street
     Raleigh, North Carolina  27615            Raleigh, North Carolina  27603
     (919) 872-3020                            (919) 755-8700
            (Name, address and telephone number of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

    Title of                       Proposed        Proposed
   securities     Amount to         maximum        maximum        Amount of
      to be          be          offering price    aggregate     registration
   registered     registered      per share1     offering price2     fee

Common Stock,  750,000 shares        $20.125       $15,093,750      $5,205
  par value 

1 Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as amended)
solely for the purpose of calculating the registration fee on the basis of the
average of the high and low prices of the Registrant's Common Stock reported
under the NASDAQ National Market System on November 1, 1995.

2 Offering prices vary with the market price of the Registrant's Common Stock.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference

The following documents, which have been previously filed by Exide Electronics
Group, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") (File No. 0-18106) pursuant to the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

            (1)   The Company's Annual Report on Form 10-K for the year ended
                  September 30, 1994.

            (2)   The Company's Annual Meeting Notice and Proxy Statement dated 
                  January 30, 1995, issued in connection with the Annual Meeting
                  of Stockholders held on February 28, 1995.

            (3)   The company's Joint Proxy Statement/Prospectus constituting a 
                  part of the Registration Statement on Form S-4 filed by Exide
                  with the Securities and Exchange Commission (Registration No.
                  33-88324), filed on January 6, 1995.

            (4)   The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended December 31, 1994, March 31, 1995, and June 30, 1995.

            (5)   The Company's Current Reports on Form 8-K filed on October 18,
                  1994, February 8, 1995 and October 20, 1995.

            (6)   The Company's Current Report on Form 8-K/A dated April 24, 
                  1995.

            (7)   The description of the Common Stock of the Company appearing 
                  in the Company's Registration Statement on Form 8-A filed 
                  pursuant to Section 12(g) of the Exchange Act, File No. 
                  0-18106.

All documents subsequently filed by the Company or the plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such reports and documents.

For purposes of this registration statement, any statement contained in a
report, document or appendix incorporated, or deemed to be incorporated, by
reference in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement or in any subsequently filed report, document or appendix, which also
is or is deemed incorporated by reference, modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

Item 4.     Description of Securities.  Not Applicable.

Item 5.     Interests of Named Experts and Counsel.  Not Applicable.

Item 6.     Indemnification of Directors and Officers.

Under the Delaware General Corporation Law ("Delaware Law"), a corporation may
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that such person is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney fees), judgments, fines and amounts paid in
settlement, which are actually and reasonably incurred by such person in
connection with such action, suit, or proceeding. Delaware Law permits
indemnification only if the person to be indemnified acted in good faith and in
a manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful.
Delaware Law does not permit indemnification in any action or suit by or in the
right of the corporation where the person is adjudged to be liable to the
corporation, unless, and only to the extent that, the court determines that,
despite the adjudication of liability, such person is entitled to indemnity for
such expenses as the court deems proper.

The Registrant's Certificate of Incorporation and By-laws provide for mandatory
indemnification of directors and officers to the full extent permitted by
Delaware Law.

Item 7.     Exemption from Registration Claimed.  Not Applicable.

Item 8.     Exhibits.

The following exhibits are filed herewith:

Exhibit No.                   Description

      4(a). Certification of Incorporation of the Registrant, as amended 
            (filed as Exhibit 3 to the Company's Quarterly Report on Form 10-Q 
            for the quarter ended March 31, 1995, and incorporated by reference
            herein).

      4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the 
            Company's Annual Report on Form 10-K for the year ended September 
            30, 1990, and incorporated by reference herein).

      4(c). Exide Electronics Group, Inc. 1995 Employee Stock Option and
            Restricted Stock Plan (filed as Appendix A to the company's Proxy
            statement dated January 30, 1995, issued in connection with the
            company's Annual Meeting of Stockholders held on February 28, 1995
            and incorporated by reference herein).

      23.   Consent of Arthur Andersen LLP

      24.   Powers of Attorney (included on the signature page to the 
            Registration Statement)

Item 9.     Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration 
                  statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934, that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the registrant of expenses incurred or paid by a director, officer
            or controlling person of the registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on November 3,
1995.

                                    Exide Electronics Group, Inc.
                                    (Registrant)

                                    By /s/JAMES A. RISHER
                                    James A. Risher
                                    President and Chief Executive Officer

- --------------------------

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Date                                Title and Signature

November 3, 1995                    /s/JAMES A. RISHER
                                    James A. Risher
                                    President and Chief Executive Officer
                                    (principal executive officer)

November 3, 1995                    /s/MARTY R. KITTRELL
                                    Marty R. Kittrell
                                    Vice President and
                                    Chief Financial Officer and Treasurer
                                    (principal financial and accounting officer)
<PAGE>


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
appoints James A. Risher, Nicholas J. Costanza and Marty R. Kittrell, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all capacities to sign
any amendments (including post-effective amendments) to a Registration Statement
on Form S-8 relating to the offering and sale of shares of common stock of Exide
Electronics Group, Inc. pursuant to the Exide Electronics Group, Inc. 1995
Employee Stock Option and Restricted Stock Plan, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

Date                          Title and Signature

November 3, 1995              /s/WAYNE L. CLEVENGER
                              (Wayne L. Clevenger, Director)

November 3, 1995              /s/RON E. DOGGETT
                              (Ron E. Doggett, Director)

November 3, 1995              /s/JAMES E. FOWLER
                              (James E. Fowler, Director)

November 3, 1995              /s/LANCE L. KNOX
                              (Lance L. Knox, Director)

November 3, 1995              /s/DAVID J. MCLAUGHLIN
                              (David J. McLaughlin, Director)

November 3, 1995              /s/CONRAD A. PLIMPTON
                              (Conrad A. Plimpton, Director)

November 3, 1995              /s/JAMES A. RISHER
                              (James A. Risher, Director)

November 3, 1995              /s/CHIAKI TANAKA
                              (Chiaki Tanaka, Director)




                                  Exhibit Index

Exhibit No.

      4(a). Certification of Incorporation of the Registrant, as amended 
            (filed as Exhibit 3 to the Company's Quarterly Report on Form 10-Q 
            for the quarter ended March 31, 1995, and incorporated by reference
            herein).

      4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the 
            Company's Annual Report on Form 10-K for the year ended September 
            30, 1990, and incorporated by reference herein).

      4(c). Exide Electronics Group, Inc. 1995 Employee Stock Option and
            Restricted Stock Plan (filed as Appendix A to the company's Proxy
            statement dated January 30, 1995, issued in connection with the
            company's Annual Meeting of Stockholders held on February 28, 1995
            and incorporated by reference herein).

      23.   Consent of Arthur Andersen LLP

      24.   Powers of Attorney (included on the signature page to the 
            Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "1995 EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 17508}]
{"company-data": {"conformed-name": "EXIDE ELECTRONICS GROUP INC", "cik": "0000772372", "assigned-sic": "3620", "irs-number": "232231834", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63973", "film-number": "95587217"}, "business-address": {"street1": "8521 SIX FORKS RD", "street2": "FORUM II", "city": "RALEIGH", "state": "NC", "zip": "27615", "phone": "9198723020"}, "mail-address": {"street1": "8521 SIX FORKS ROAD", "city": "RALEIGH", "state": "NC", "zip": "27615"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                          EXIDE ELECTRONICS GROUP, INC.
               (Exact name of issuer as specified in its charter)

                     Delaware                        23-2231834
            (State or other jurisdiction         (I.R.S. Employer
                  of incorporation)              Identification No.)

             8521 Six Forks Road                      27615
            Raleigh, North Carolina                 (Zip Code)
              (Address of principal
                executive offices)
                             ----------------------

                          EXIDE ELECTRONICS GROUP, INC.
              1995 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
                            (Full title of the plan)
                             ----------------------

     Nicholas J. Costanza, Esq.                Copy to:
     Vice President and Chief Legal Counsel    Brad S. Markoff
     Exide Electronics Group, Inc.             Smith Helms Mulliss & Moore
     8521 Six Forks Road                       316 W. Edenton Street
     Raleigh, North Carolina  27615            Raleigh, North Carolina  27603
     (919) 872-3020                            (919) 755-8700
            (Name, address and telephone number of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

    Title of                       Proposed        Proposed
   securities     Amount to         maximum        maximum        Amount of
      to be          be          offering price    aggregate     registration
   registered     registered      per share1     offering price2     fee

Common Stock,  750,000 shares        $20.125       $15,093,750      $5,205
  par value 

1 Computed pursuant to Rule 457(h) under the Securities Act of 1933 (as amended)
solely for the purpose of calculating the registration fee on the basis of the
average of the high and low prices of the Registrant's Common Stock reported
under the NASDAQ National Market System on November 1, 1995.

2 Offering prices vary with the market price of the Registrant's Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference

The following documents, which have been previously filed by Exide Electronics
Group, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") (File No. 0-18106) pursuant to the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

            (1)   The Company's Annual Report on Form 10-K for the year ended
                  September 30, 1994.

            (2)   The Company's Annual Meeting Notice and Proxy Statement dated 
                  January 30, 1995, issued in connection with the Annual Meeting
                  of Stockholders held on February 28, 1995.

            (3)   The company's Joint Proxy Statement/Prospectus constituting a 
                  part of the Registration Statement on Form S-4 filed by Exide
                  with the Securities and Exchange Commission (Registration No.
                  33-88324), filed on January 6, 1995.

            (4)   The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended December 31, 1994, March 31, 1995, and June 30, 1995.

            (5)   The Company's Current Reports on Form 8-K filed on October 18,
                  1994, February 8, 1995 and October 20, 1995.

            (6)   The Company's Current Report on Form 8-K/A dated April 24, 
                  1995.

            (7)   The description of the Common Stock of the Company appearing 
                  in the Company's Registration Statement on Form 8-A filed 
                  pursuant to Section 12(g) of the Exchange Act, File No. 
                  0-18106.

All documents subsequently filed by the Company or the plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such reports and documents.

For purposes of this registration statement, any statement contained in a
report, document or appendix incorporated, or deemed to be incorporated, by
reference in this registration statement shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement or in any subsequently filed report, document or appendix, which also
is or is deemed incorporated by reference, modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

Item 4.     Description of Securities.  Not Applicable.

Item 5.     Interests of Named Experts and Counsel.  Not Applicable.

Item 6.     Indemnification of Directors and Officers.

Under the Delaware General Corporation Law ("Delaware Law"), a corporation may
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that such person is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney fees), judgments, fines and amounts paid in
settlement, which are actually and reasonably incurred by such person in
connection with such action, suit, or proceeding. Delaware Law permits
indemnification only if the person to be indemnified acted in good faith and in
a manner such person reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful.
Delaware Law does not permit indemnification in any action or suit by or in the
right of the corporation where the person is adjudged to be liable to the
corporation, unless, and only to the extent that, the court determines that,
despite the adjudication of liability, such person is entitled to indemnity for
such expenses as the court deems proper.

The Registrant's Certificate of Incorporation and By-laws provide for mandatory
indemnification of directors and officers to the full extent permitted by
Delaware Law.

Item 7.     Exemption from Registration Claimed.  Not Applicable.

Item 8.     Exhibits.

The following exhibits are filed herewith:

Exhibit No.                   Description

      4(a). Certification of Incorporation of the Registrant, as amended 
            (filed as Exhibit 3 to the Company's Quarterly Report on Form 10-Q 
            for the quarter ended March 31, 1995, and incorporated by reference
            herein).

      4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the 
            Company's Annual Report on Form 10-K for the year ended September 
            30, 1990, and incorporated by reference herein).

      4(c). Exide Electronics Group, Inc. 1995 Employee Stock Option and
            Restricted Stock Plan (filed as Appendix A to the company's Proxy
            statement dated January 30, 1995, issued in connection with the
            company's Annual Meeting of Stockholders held on February 28, 1995
            and incorporated by reference herein).

      23.   Consent of Arthur Andersen LLP

      24.   Powers of Attorney (included on the signature page to the 
            Registration Statement)

Item 9.     Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration 
                  statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934, that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the registrant of expenses incurred or paid by a director, officer
            or controlling person of the registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on November 3,
1995.

                                    Exide Electronics Group, Inc.
                                    (Registrant)

                                    By /s/JAMES A. RISHER
                                    James A. Risher
                                    President and Chief Executive Officer

- --------------------------

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Date                                Title and Signature

November 3, 1995                    /s/JAMES A. RISHER
                                    James A. Risher
                                    President and Chief Executive Officer
                                    (principal executive officer)

November 3, 1995                    /s/MARTY R. KITTRELL
                                    Marty R. Kittrell
                                    Vice President and
                                    Chief Financial Officer and Treasurer
                                    (principal financial and accounting officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
appoints James A. Risher, Nicholas J. Costanza and Marty R. Kittrell, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for such person
and in such person's name, place and stead, in any and all capacities to sign
any amendments (including post-effective amendments) to a Registration Statement
on Form S-8 relating to the offering and sale of shares of common stock of Exide
Electronics Group, Inc. pursuant to the Exide Electronics Group, Inc. 1995
Employee Stock Option and Restricted Stock Plan, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

Date                          Title and Signature

November 3, 1995              /s/WAYNE L. CLEVENGER
                              (Wayne L. Clevenger, Director)

November 3, 1995              /s/RON E. DOGGETT
                              (Ron E. Doggett, Director)

November 3, 1995              /s/JAMES E. FOWLER
                              (James E. Fowler, Director)

November 3, 1995              /s/LANCE L. KNOX
                              (Lance L. Knox, Director)

November 3, 1995              /s/DAVID J. MCLAUGHLIN
                              (David J. McLaughlin, Director)

November 3, 1995              /s/CONRAD A. PLIMPTON
                              (Conrad A. Plimpton, Director)

November 3, 1995              /s/JAMES A. RISHER
                              (James A. Risher, Director)

November 3, 1995              /s/CHIAKI TANAKA
                              (Chiaki Tanaka, Director)

                                  Exhibit Index

Exhibit No.

      4(a). Certification of Incorporation of the Registrant, as amended 
            (filed as Exhibit 3 to the Company's Quarterly Report on Form 10-Q 
            for the quarter ended March 31, 1995, and incorporated by reference
            herein).

      4(b). The Registrant's By-laws, as amended (filed as Exhibit 3b to the 
            Company's Annual Report on Form 10-K for the year ended September 
            30, 1990, and incorporated by reference herein).

      4(c). Exide Electronics Group, Inc. 1995 Employee Stock Option and
            Restricted Stock Plan (filed as Appendix A to the company's Proxy
            statement dated January 30, 1995, issued in connection with the
            company's Annual Meeting of Stockholders held on February 28, 1995
            and incorporated by reference herein).

      23.   Consent of Arthur Andersen LLP

      24.   Powers of Attorney (included on the signature page to the 
            Registration Statement)