As filed with the  Securities  and  Exchange Commission  on  September 11, 2001.
                                                Registration No. 333-___________
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                             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 Identification No.)
 incorporation or organization)

1400 Union Meeting Road, Blue Bell, Pennsylvania                     19422
------------------------------------------------                  ----------
   (Address of Principal Executive Offices)                       (Zip Code)
                               -------------------

                                  RULES OF THE
                             C&D TECHNOLOGIES, INC.
                        APPROVED SHARE OPTION PLAN (U.K.)
                            (Full title of the plan)
                              --------------------
                                 Linda R. Hansen
                       Vice President and General Counsel
                             C&D Technologies, Inc.
                             1400 Union Meeting Road
                       Blue Bell, Pennsylvania 19422-0858
                      ------------------------------------
                     (Name and address of agent for service)

                                 (215) 619-7817
                          ----------------------------
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                            John W. Kauffman, Esquire
                          Duane, Morris & Heckscher LLP
                                One Liberty Place
                           Philadelphia, PA 19103-7396

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                      Proposed                Proposed
 Title of securities         Amount to be         maximum offering        Maximum aggregate          Amount of
  To be registered           Registered(1)       price per share(2)       Offering price(2)      registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                   <C>                      <C>
Common Stock,
 par value $.01                 500,000               $20.50                $10,250,000              $2,562.50
=================================================================================================================
</TABLE>
(1)  This registration statement also registers such additional shares as may be
     required to be issued under the Plan in the event of a stock  split,  stock
     dividend, reverse stock split, split-up,  reclassification or other similar
     event.

(2)  Pursuant to paragraph (h) of Rule 457, the proposed  maximum offering price
     per share and the  proposed  maximum  aggregate  offering  price  have been
     computed on the basis of $20.50 per share,  the average of the high and low
     sales  prices of the  Common  Stock of the  Company  on the New York  Stock
     Exchange on September 7, 2001.

<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a) The  Annual  Report  on Form  10-K of C&D  Technologies  Inc.  (the
"Company")  for the year ended January 31, 2001 as filed by the Company with the
Securities and Exchange Commission (the "Commission").

         (b) The  Quarterly  Report on Form 10-Q of the  Company for the quarter
ended April 30, 2001 as filed by the Company with the Commission.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's Registration  Statements on Form 8-A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

         All reports or other  documents  filed  pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement,
in each  case  filed by the  Company  prior to the  filing  of a  post-effective
amendment  that  indicates  that all  securities  offered have been sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall  be  deemed  to be  modified  or  superseded  for  the  purposes  of  this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference,  modifies or supersedes  such  statement.  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.

         No answer to this item is required  because the class of  securities to
which this registration  statement relates is registered under Section 12 of the
Exchange Act.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the validity of the  Common Stock
will be passed upon for the Company by Linda R. Hansen, Vice President,  General
Counsel and  Corporate  Secretary,  who owns 3,611 shares of Common Stock of the
Company and options to purchase  57,280  shares of Common  Stock of the Company.


                                      II-1
<PAGE>
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to 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,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person 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 action or proceeding, had no reasonable cause to believe
such  person's  conduct was unlawful.  The  termination  of any action,  suit or
proceeding  by judgment,  order,  settlement,  conviction,  or upon plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner  which such  person  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that such person's conduct was unlawful.

         In the case of an action or suit by or in the right of the  corporation
to procure a judgment  in its  favor,  Section  145  empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or  completed  action or suit by reason of the fact
that such  person  is or was  acting in any of the  capacities  set forth  above
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  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,
except that  indemnification  is not permitted in respect of any claim, issue or
matter as to which  such  person  is  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought  determines upon application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court deems proper.

         Section 145 further provides:  that a Delaware  corporation is required
to indemnify a director,  officer, employee or agent against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with any action,  suit or proceeding or in defense of any claim, issue or matter
therein as to which such person has been  successful on the merits or otherwise;
that  indemnification  provided for by Section 145 shall not be deemed exclusive
of any other  rights  to which  the  indemnified  party  may be  entitled;  that
indemnification  provided for by Section 145 shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's heirs,  executors and  administrators;  and empowers the corporation to
purchase and maintain  insurance on behalf of a director or officer  against any

                                      II-2
<PAGE>

liability  asserted  against such person and incurred by such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145. A Delaware  corporation may provide  indemnification  only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable  standard of conduct.  Such determination is to be
made (i) by the board of directors by a majority vote of a quorum  consisting of
directors who were not party to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable,  or, even if obtainable,  a quorum of  disinterested
directors so directs, by independent legal counsel in a written opinion or (iii)
by the stockholders.

         Article  VIII  of  the  Company's  By-laws  and  Article  Sixth  of the
Company's  Restated  Certificate  of  Incorporation,  as amended,  provides  for
indemnification  of directors and officers of the Company to the fullest  extent
permitted by the General Corporation Law of the State of Delaware,  as presently
or hereafter in effect.

         The Company provides liability insurance for directors and officers for
certain  losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company.

         Additionally,  as permitted by the General Corporation Law of the State
of  Delaware,  the  Company's  Certificate  of  Incorporation  provides  that no
director of the Company  shall incur  personal  liability  to the Company or its
stockholders for monetary damages for breach of such person's  fiduciary duty as
a director;  provided,  however,  that the provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders;  (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) the
unlawful payment of dividends or unlawful  purchase or redemption of stock under
Section 174 of the General Corporation Law of the State of Delaware; or (iv) any
transaction from which the director derived an improper personal benefit.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

         EXHIBIT NO.   EXHIBIT DESCRIPTION

            (4)        Rules of the C&D Technologies, Inc. Approved Share Option
                       Plan.

            (5)        Opinion of Linda R. Hansen, Esquire.

            (23.1)     Consent of Linda R. Hansen, Esquire (contained in Exhibit
                       5 hereto).

            (23.2)     Consent of PricewaterhouseCoopers LLP.

            (24)       Power  of  Attorney  (included  on  the  signature  pages
                       hereto).

                                      II-3
<PAGE>



Item 9.  UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for the purpose of  determining  any liability  under the Act,
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  offer
thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.

         The undersigned  registrant hereby further  undertakes that, insofar as
indemnification  for  liabilities  arising  under  the Act may be  permitted  to
directors,  officers and controlling  persons of the registrant,  the registrant
has been advised that in the opinion of the 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.

                                      II-4
<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 Blue Bell, Pennsylvania on September 11, 2001.

                                       C&D TECHNOLOGIES, INC.


                                       By:/s/ Stephen E. Markert, Jr.
                                          ------------------------------------
                                            Stephen E. Markert, Jr.,
                                            Vice President - Finance and Chief
                                            Financial Officer

         Know  all men by these  presents,  that  each  person  whose  signature
appears below  constitutes  and appoints  Stephen E.  Markert,  Jr. and Linda R.
Hansen,  and  each  or  either  of  them,  as  such  person's  true  and  lawful
attorneys-in-fact and agents, with full power of substitution,  for such person,
and in such person's  name,  place and stead,  in any and all capacities to sign
any  or  all  amendments  or  post-effective  amendments  to  this  Registration
Statement,  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 in and
about the premises, 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 or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.


Signature                    Title                           Date
---------                    -----                           ----

/s/ William Harral, III
--------------------------   Chairman of the Board and      September  11, 2001
William Harral, III          a Director

/s/ Wade H. Roberts, Jr.
--------------------------   President, Chief Executive     September  11, 2001
Wade H. Roberts, Jr.         Officer and a Director
                             (principal executive officer)
/s/ Stephen E. Markert, Jr.
--------------------------   Vice President - Finance and   September  11, 2001
Stephen E. Markert, Jr.      Chief Fiancial Officer
                             (principal financial and
                             accounting officer)

                                      II-5
<PAGE>

Signature                    Title                           Date
---------                    -----                           ----

/s/ Stephen J. Andriole
-------------------------    Director                        September  11, 2001
Stephen J. Andriole

/s/ Adrian A. Basora
-------------------------    Director                        September  11, 2001
Adrian A. Basora

/s/ Peter R. Dachowski
-------------------------    Director                        September  11, 2001
Peter R. Dachowski

/s/ Kevin P. Dowd
-------------------------    Director                        September  11, 2001
Kevin P. Dowd

/s/ Pamela S. Lewis
-------------------------    Director                        September  11, 2001
Pamela S. Lewis

/s/ George MacKenzie
-------------------------    Director                        September  11, 2001
George MacKenzie

/s/ John A. H. Shober
-------------------------    Director                        September  11, 2001
John A. H. Shober

                                      II-6
<PAGE>



                                  EXHIBIT INDEX
                    (Pursuant to Item 601 of Regulation S-K)



           EXHIBIT NO.   EXHIBIT DESCRIPTION

              (4)        Rules of the C&D Technologies, Inc. Approved Share
                         Option Plan.

              (5)        Opinion of Linda R. Hansen, Esquire.

              (23.1)     Consent of Linda R. Hansen, Esquire (contained in
                         Exhibit 5 hereto).

              (23.2)     Consent of PricewaterhouseCoopers LLP.

              (24)       Power of Attorney (included on the signature pages
                         hereto).
[{"type": "S-8", "sequence": "1", "filename": "uks-8.txt", "secsgml_size_bytes": 21040}]
{"company-data": {"conformed-name": "C&D TECHNOLOGIES INC", "cik": "0000808064", "assigned-sic": "3690", "irs-number": "133314599", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69266", "film-number": "1735520"}, "business-address": {"street1": "1400 UNION MEETING ROAD", "street2": "PO BOX 3053", "city": "BLUE BELL", "state": "PA", "zip": "19422", "phone": "2156192700"}, "mail-address": {"street1": "1400 UNION MEETING ROAD", "street2": "PO BOX 3053", "city": "BLUE BELL", "state": "PA", "zip": "19422"}}
As filed with the  Securities  and  Exchange Commission  on  September 11, 2001.
                                                Registration No. 333-___________
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                             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 Identification No.)
 incorporation or organization)

1400 Union Meeting Road, Blue Bell, Pennsylvania                     19422
------------------------------------------------                  ----------
   (Address of Principal Executive Offices)                       (Zip Code)
                               -------------------

                                  RULES OF THE
                             C&D TECHNOLOGIES, INC.
                        APPROVED SHARE OPTION PLAN (U.K.)
                            (Full title of the plan)
                              --------------------
                                 Linda R. Hansen
                       Vice President and General Counsel
                             C&D Technologies, Inc.
                             1400 Union Meeting Road
                       Blue Bell, Pennsylvania 19422-0858
                      ------------------------------------
                     (Name and address of agent for service)

                                 (215) 619-7817
                          ----------------------------
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                            John W. Kauffman, Esquire
                          Duane, Morris & Heckscher LLP
                                One Liberty Place
                           Philadelphia, PA 19103-7396

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed                Proposed
 Title of securities         Amount to be         maximum offering        Maximum aggregate          Amount of
  To be registered           Registered(1)       price per share(2)       Offering price(2)      registration fee
-----------------------------------------------------------------------------------------------------------------
Common Stock,
 par value $.01                 500,000               $20.50                $10,250,000              $2,562.50
=================================================================================================================
(1)  This registration statement also registers such additional shares as may be
     required to be issued under the Plan in the event of a stock  split,  stock
     dividend, reverse stock split, split-up,  reclassification or other similar
     event.

(2)  Pursuant to paragraph (h) of Rule 457, the proposed  maximum offering price
     per share and the  proposed  maximum  aggregate  offering  price  have been
     computed on the basis of $20.50 per share,  the average of the high and low
     sales  prices of the  Common  Stock of the  Company  on the New York  Stock
     Exchange on September 7, 2001.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a) The  Annual  Report  on Form  10-K of C&D  Technologies  Inc.  (the
"Company")  for the year ended January 31, 2001 as filed by the Company with the
Securities and Exchange Commission (the "Commission").

         (b) The  Quarterly  Report on Form 10-Q of the  Company for the quarter
ended April 30, 2001 as filed by the Company with the Commission.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's Registration  Statements on Form 8-A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

         All reports or other  documents  filed  pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement,
in each  case  filed by the  Company  prior to the  filing  of a  post-effective
amendment  that  indicates  that all  securities  offered have been sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  herein by  reference
shall  be  deemed  to be  modified  or  superseded  for  the  purposes  of  this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference,  modifies or supersedes  such  statement.  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.

         No answer to this item is required  because the class of  securities to
which this registration  statement relates is registered under Section 12 of the
Exchange Act.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the validity of the  Common Stock
will be passed upon for the Company by Linda R. Hansen, Vice President,  General
Counsel and  Corporate  Secretary,  who owns 3,611 shares of Common Stock of the
Company and options to purchase  57,280  shares of Common  Stock of the Company.

                                      II-1
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
empowers a Delaware corporation to 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,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person 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 action or proceeding, had no reasonable cause to believe
such  person's  conduct was unlawful.  The  termination  of any action,  suit or
proceeding  by judgment,  order,  settlement,  conviction,  or upon plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner  which such  person  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that such person's conduct was unlawful.

         In the case of an action or suit by or in the right of the  corporation
to procure a judgment  in its  favor,  Section  145  empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or  completed  action or suit by reason of the fact
that such  person  is or was  acting in any of the  capacities  set forth  above
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  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,
except that  indemnification  is not permitted in respect of any claim, issue or
matter as to which  such  person  is  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought  determines upon application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court deems proper.

         Section 145 further provides:  that a Delaware  corporation is required
to indemnify a director,  officer, employee or agent against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with any action,  suit or proceeding or in defense of any claim, issue or matter
therein as to which such person has been  successful on the merits or otherwise;
that  indemnification  provided for by Section 145 shall not be deemed exclusive
of any other  rights  to which  the  indemnified  party  may be  entitled;  that
indemnification  provided for by Section 145 shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's heirs,  executors and  administrators;  and empowers the corporation to
purchase and maintain  insurance on behalf of a director or officer  against any

                                      II-2
liability  asserted  against such person and incurred by such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145. A Delaware  corporation may provide  indemnification  only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable  standard of conduct.  Such determination is to be
made (i) by the board of directors by a majority vote of a quorum  consisting of
directors who were not party to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable,  or, even if obtainable,  a quorum of  disinterested
directors so directs, by independent legal counsel in a written opinion or (iii)
by the stockholders.

         Article  VIII  of  the  Company's  By-laws  and  Article  Sixth  of the
Company's  Restated  Certificate  of  Incorporation,  as amended,  provides  for
indemnification  of directors and officers of the Company to the fullest  extent
permitted by the General Corporation Law of the State of Delaware,  as presently
or hereafter in effect.

         The Company provides liability insurance for directors and officers for
certain  losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company.

         Additionally,  as permitted by the General Corporation Law of the State
of  Delaware,  the  Company's  Certificate  of  Incorporation  provides  that no
director of the Company  shall incur  personal  liability  to the Company or its
stockholders for monetary damages for breach of such person's  fiduciary duty as
a director;  provided,  however,  that the provision does not eliminate or limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders;  (ii) acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) the
unlawful payment of dividends or unlawful  purchase or redemption of stock under
Section 174 of the General Corporation Law of the State of Delaware; or (iv) any
transaction from which the director derived an improper personal benefit.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

         EXHIBIT NO.   EXHIBIT DESCRIPTION

            (4)        Rules of the C&D Technologies, Inc. Approved Share Option
                       Plan.

            (5)        Opinion of Linda R. Hansen, Esquire.

            (23.1)     Consent of Linda R. Hansen, Esquire (contained in Exhibit
                       5 hereto).

            (23.2)     Consent of PricewaterhouseCoopers LLP.

            (24)       Power  of  Attorney  (included  on  the  signature  pages
                       hereto).

                                      II-3
Item 9.  UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for the purpose of  determining  any liability  under the Act,
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  offer
thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.

         The undersigned  registrant hereby further  undertakes that, insofar as
indemnification  for  liabilities  arising  under  the Act may be  permitted  to
directors,  officers and controlling  persons of the registrant,  the registrant
has been advised that in the opinion of the 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.

                                      II-4
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 Blue Bell, Pennsylvania on September 11, 2001.

                                       C&D TECHNOLOGIES, INC.

                                       By:/s/ Stephen E. Markert, Jr.
                                          ------------------------------------
                                            Stephen E. Markert, Jr.,
                                            Vice President - Finance and Chief
                                            Financial Officer

         Know  all men by these  presents,  that  each  person  whose  signature
appears below  constitutes  and appoints  Stephen E.  Markert,  Jr. and Linda R.
Hansen,  and  each  or  either  of  them,  as  such  person's  true  and  lawful
attorneys-in-fact and agents, with full power of substitution,  for such person,
and in such person's  name,  place and stead,  in any and all capacities to sign
any  or  all  amendments  or  post-effective  amendments  to  this  Registration
Statement,  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 in and
about the premises, 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 or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

Signature                    Title                           Date
---------                    -----                           ----

/s/ William Harral, III
--------------------------   Chairman of the Board and      September  11, 2001
William Harral, III          a Director

/s/ Wade H. Roberts, Jr.
--------------------------   President, Chief Executive     September  11, 2001
Wade H. Roberts, Jr.         Officer and a Director
                             (principal executive officer)
/s/ Stephen E. Markert, Jr.
--------------------------   Vice President - Finance and   September  11, 2001
Stephen E. Markert, Jr.      Chief Fiancial Officer
                             (principal financial and
                             accounting officer)

                                      II-5
Signature                    Title                           Date
---------                    -----                           ----

/s/ Stephen J. Andriole
-------------------------    Director                        September  11, 2001
Stephen J. Andriole

/s/ Adrian A. Basora
-------------------------    Director                        September  11, 2001
Adrian A. Basora

/s/ Peter R. Dachowski
-------------------------    Director                        September  11, 2001
Peter R. Dachowski

/s/ Kevin P. Dowd
-------------------------    Director                        September  11, 2001
Kevin P. Dowd

/s/ Pamela S. Lewis
-------------------------    Director                        September  11, 2001
Pamela S. Lewis

/s/ George MacKenzie
-------------------------    Director                        September  11, 2001
George MacKenzie

/s/ John A. H. Shober
-------------------------    Director                        September  11, 2001
John A. H. Shober

                                      II-6
EXHIBIT INDEX
                    (Pursuant to Item 601 of Regulation S-K)

           EXHIBIT NO.   EXHIBIT DESCRIPTION

              (4)        Rules of the C&D Technologies, Inc. Approved Share
                         Option Plan.

              (5)        Opinion of Linda R. Hansen, Esquire.

              (23.1)     Consent of Linda R. Hansen, Esquire (contained in
                         Exhibit 5 hereto).

              (23.2)     Consent of PricewaterhouseCoopers LLP.

              (24)       Power of Attorney (included on the signature pages
                         hereto).