As filed with the Securities and Exchange Commission on July 24, 2000.
                                             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)
                               -------------------

                             C&D TECHNOLOGIES, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN
                            (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           Price per share         Offering price       registration fee(5)
 -------------------      -------------         ----------------        -----------------     -------------------
<S>                       <C>                   <C>                      <C>                      <C>

Deferred Compensation     $5,000,000                 100%                $5,000,000(4)            $1,320
Plan Obligations(1)

Common Stock, par          25,000 shares(2)     $47.78125 (3)            $1,194,531.25            $    0
value $.01 per share
</TABLE>

                                       1
<PAGE>

(1)  The Deferred Compensation Plan Obligations are unsecured obligations of C&D
     Technologies, Inc. to pay deferred compensation in the future in accordance
     with  the  terms  of  the  C&D  Technologies,  Inc.  Nonqualified  Deferred
     Compensation Plan.

(2)  This Registration  Statement shall be deemed to cover additional securities
     to be issued in connection  with, or as the result of, stock splits,  stock
     dividends or similar transactions.

(3)  Pursuant to Rule 457(h) and 457(c) under the  Securities  Act of 1933,  the
     proposed  maximum offering price per share is based on the reported average
     of the high and low prices for C&D  Technologies,  Inc. Common Stock on the
     New York Stock Exchange, Inc. on July 18, 2000.

(4)  Estimated solely for purposes of determining the registration fee.

(5)  Pursuant to Rule 457(i),  the registration fee is calculated  solely on the
     basis  of  the  proposed  offering  price  of  the  Deferred   Compensation
     Obligations,  which may convert to C&D  Technologies  Inc.  Common Stock at
     distribution.


                                       2
<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, 2000 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, 2000 as filed by the Company with the Commission.

     (c) The  Current  Report on Form 8-K of the Company as filed by the Company
with the Commission on February 28, 2000.

     (d) The  Current  Report on Form 8-K of the Company as filed by the Company
with the Commission on May 25, 2000.

     (e)  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.

     The securities being registered under this  registration  statement consist
of (1)  obligations  (the  "Obligations")  of the  Company  to pay  compensation
deferred by eligible  employees  under the terms of the C&D  Technologies,  Inc.
Nonqualified  Deferred  Compensation  Plan (the "Plan") and (2) shares of Common
Stock,  par value  $0.01 per share,  of the  Company  with which  certain of the
Obligations may be paid upon distribution. A description of the Company's Common
Stock is incorporated by reference in this  Registration  Statement  pursuant to
Item 3 above. A description of the Obligations follows.

                                       3
<PAGE>


     Subject to the provisions of the Plan, an eligible  employee or director (a
"Participant")  may enter into an agreement  with the Company  providing for the
deferral of the payment of a specified portion or amount of compensation payable
by the Company to the Participant.  A Participant's  deferrals are credited to a
record keeping account maintained by the Company in the name of the Participant.
Each Participant account will be periodically adjusted to reflect the investment
experience of one or more  investment  alternatives  designated  under the Plan,
including the Company's Common Stock.  Each Participant  shall have the right to
recommend to the Plan's  trustee which of the  investment  benchmarks  should be
used with respect to the Participant's  account.  However, the trustee must make
the final decision as to which alternatives will be used for the Participant.

     A Participant will become  immediately vested in the amount of any earnings
credited to his or her account.  The vested  balance  credited to a  Participant
account will be paid upon the earliest of (i)  termination of the  Participant's
employment  or service as a director  of the  Company or (ii) the  Participant's
elected  distribution  date, (iii) a corporate change in control,  as defined in
the  Plan,  (iv)  an  unforeseen   emergency  of  the  Participant  or  (v)  the
Participant's death or disability. Depending on the applicable terms of the Plan
and the Participant's  payment  election,  payment of such vested balance may be
made in cash in a lump sum, in substantially  equal annual  installments  over a
period elected by the Participant that may not exceed his life expectancy or the
joint life  expectancy  of the  Participant  and a  designated  beneficiary,  or
amounts paid under an annuity that is selected by the Participant.

     In the event the Plan is  terminated,  the Company may decide,  in its sole
discretion,  to either pay the  Obligations as they come due in accordance  with
the   Participants'   initial   elections  or  accelerate  the  payment  of  the
Obligations.  In addition,  the Company may delay the payment of a Participant's
vested amounts under certain  circumstances,  such as when the  Participant  has
allocated such amounts to a restricted  investment  benchmark  offered under the
Plan that each  Participant  must sign as a condition  to  participation  in the
Plan. A Participant's  rights to and under the  Obligations  cannot be assigned,
alienated, sold, garnished, transferred, pledged or encumbered, except by way of
transfer to the employee's  beneficiary or estate upon the Participant's  death,
pursuant to the terms of the Plan.

     The Obligations are unsecured general  obligations of the Company which are
subordinate in rank to other  unsecured  indebtedness of the Company that may be
outstanding  from time to time. No sinking fund has or will be established  with
respect to the  Obligations.  The Obligations are not subject to redemption,  in
whole or in  part,  prior to the  payment  dates  applicable  under  the  Plans.
Obligations are not convertible into another security of the Company.

     The Company reserves the right to amend or terminate the Plans at any time,
except that no such amendment or termination  shall adversely  affect the rights
of  Participants  with respect to amounts  deferred  prior to such  amendment or
termination.

     Except as stated  above,  the  Obligations  do not enjoy the benefit of any
affirmative  or negative  pledges or covenants  by the Company.  The Company may
establish  a  grantor  trust to fund the  payment  of the  Obligations,  but the
Company retains discretion to determine whether such a trust will be established
and, if so, the amount and timing of any  contributions to the trust. The assets
of

                                       4
<PAGE>


the trust will  remain  subject to the claims of the  Company's  creditors.  The
trustee of the trust will be required to administer the trust in accordance with
its terms,  but the  trustee's  obligations  and  authority  are  limited to the
amounts which may be held in the trust from time to time, and the trustee may be
subject to the direction of the Company with respect to the payment Obligations.
Accordingly,  the trustee of the trust does not have any independent  obligation
or  authority  to act on  behalf  of any  Participant  or  Beneficiary  and each
Participant  and  Beneficiary,  will be responsible for acting on his or her own
behalf with respect to, among other things, the giving of notices, responding to
requests for consents,  waivers or  amendments,  enforcing  covenants and taking
action upon default.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  consolidated   financial  statements  and  schedules  incorporated  by
reference   in   this    Registration    Statement    have   been   audited   by
PricewaterhouseCoopers  LLP,  independent  public  accountants,  as indicated in
their reports with respect thereto,  and are incorporated by reference herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.

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

                                       5

<PAGE>


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
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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS.

           Exhibit No.   Exhibit Description
           -----------   -------------------
               (4)       C&D Technologies, Inc. Nonqualified Deferred
                         Compensation Plan.

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

                                       6
<PAGE>


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

               (23)(B)  Consent of PricewaterhouseCoopers LLP.

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

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.

                                       7
<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 July 24, 2000.

                            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 a Director   July 24, 2000
---------------------------
William Harral, III

/s/ Wade H. Roberts, Jr.    President, Chief Executive Officer     July 24, 2000
--------------------------- and a Director
Wade H. Roberts, Jr.        (principal executive officer)

/s/ Stephen E. Markert, Jr.  Vice President - Finance and Chief    July 24, 2000
---------------------------  Financial Officer (principal
Stephen E. Markert, Jr.      financial and accounting officer)


                                       8
<PAGE>
Signature                   Title                                  Date
---------                   -----                                  ----


/s/ Adrian A. Basora        Director                               July 24, 2000
---------------------------
Adrian A. Basora

/s/ Peter R. Dachowski      Director                               July 24, 2000
---------------------------
Peter R. Dachowski

/s/ Kevin P. Dowd           Director                               July 24, 2000
---------------------------
Kevin P. Dowd

/s/ Pamela S. Lewis         Director                               July 24, 2000
---------------------------
Pamela S. Lewis

/s/ George Mackenzie        Director                               July 24, 2000
---------------------------
George Mackenzie

/s/ John A. H. Shober       Director                               July 24, 2000
---------------------------
John A. H. Shober

                                       9



<PAGE>


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



   Exhibit No.   Exhibit Description
   -----------   -------------------
        (4)      C&D Technologies, Inc. Nonqualified Deferred Compensation Plan.

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

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

        (23)(B)  Consent of PricewaterhouseCoopers LLP.

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

                                       10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 25796}]
{"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": "333-42054", "film-number": "677332"}, "business-address": {"street1": "1400 UNION MEETING ROAD", "city": "BLUE BELL", "state": "PA", "zip": "19422", "phone": "2156192700"}, "mail-address": {"street1": "1400 UNION MEETING ROAD", "city": "BLUE BELL", "state": "PA", "zip": "19422"}}
As filed with the Securities and Exchange Commission on July 24, 2000.
                                             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)
                               -------------------

                             C&D TECHNOLOGIES, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN
                            (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           Price per share         Offering price       registration fee(5)
 -------------------      -------------         ----------------        -----------------     -------------------
Deferred Compensation     $5,000,000                 100%                $5,000,000(4)            $1,320
Plan Obligations(1)

Common Stock, par          25,000 shares(2)     $47.78125 (3)            $1,194,531.25            $    0
value $.01 per share
1
(1)  The Deferred Compensation Plan Obligations are unsecured obligations of C&D
     Technologies, Inc. to pay deferred compensation in the future in accordance
     with  the  terms  of  the  C&D  Technologies,  Inc.  Nonqualified  Deferred
     Compensation Plan.

(2)  This Registration  Statement shall be deemed to cover additional securities
     to be issued in connection  with, or as the result of, stock splits,  stock
     dividends or similar transactions.

(3)  Pursuant to Rule 457(h) and 457(c) under the  Securities  Act of 1933,  the
     proposed  maximum offering price per share is based on the reported average
     of the high and low prices for C&D  Technologies,  Inc. Common Stock on the
     New York Stock Exchange, Inc. on July 18, 2000.

(4)  Estimated solely for purposes of determining the registration fee.

(5)  Pursuant to Rule 457(i),  the registration fee is calculated  solely on the
     basis  of  the  proposed  offering  price  of  the  Deferred   Compensation
     Obligations,  which may convert to C&D  Technologies  Inc.  Common Stock at
     distribution.

                                       2
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, 2000 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, 2000 as filed by the Company with the Commission.

     (c) The  Current  Report on Form 8-K of the Company as filed by the Company
with the Commission on February 28, 2000.

     (d) The  Current  Report on Form 8-K of the Company as filed by the Company
with the Commission on May 25, 2000.

     (e)  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.

     The securities being registered under this  registration  statement consist
of (1)  obligations  (the  "Obligations")  of the  Company  to pay  compensation
deferred by eligible  employees  under the terms of the C&D  Technologies,  Inc.
Nonqualified  Deferred  Compensation  Plan (the "Plan") and (2) shares of Common
Stock,  par value  $0.01 per share,  of the  Company  with which  certain of the
Obligations may be paid upon distribution. A description of the Company's Common
Stock is incorporated by reference in this  Registration  Statement  pursuant to
Item 3 above. A description of the Obligations follows.

                                       3
Subject to the provisions of the Plan, an eligible  employee or director (a
"Participant")  may enter into an agreement  with the Company  providing for the
deferral of the payment of a specified portion or amount of compensation payable
by the Company to the Participant.  A Participant's  deferrals are credited to a
record keeping account maintained by the Company in the name of the Participant.
Each Participant account will be periodically adjusted to reflect the investment
experience of one or more  investment  alternatives  designated  under the Plan,
including the Company's Common Stock.  Each Participant  shall have the right to
recommend to the Plan's  trustee which of the  investment  benchmarks  should be
used with respect to the Participant's  account.  However, the trustee must make
the final decision as to which alternatives will be used for the Participant.

     A Participant will become  immediately vested in the amount of any earnings
credited to his or her account.  The vested  balance  credited to a  Participant
account will be paid upon the earliest of (i)  termination of the  Participant's
employment  or service as a director  of the  Company or (ii) the  Participant's
elected  distribution  date, (iii) a corporate change in control,  as defined in
the  Plan,  (iv)  an  unforeseen   emergency  of  the  Participant  or  (v)  the
Participant's death or disability. Depending on the applicable terms of the Plan
and the Participant's  payment  election,  payment of such vested balance may be
made in cash in a lump sum, in substantially  equal annual  installments  over a
period elected by the Participant that may not exceed his life expectancy or the
joint life  expectancy  of the  Participant  and a  designated  beneficiary,  or
amounts paid under an annuity that is selected by the Participant.

     In the event the Plan is  terminated,  the Company may decide,  in its sole
discretion,  to either pay the  Obligations as they come due in accordance  with
the   Participants'   initial   elections  or  accelerate  the  payment  of  the
Obligations.  In addition,  the Company may delay the payment of a Participant's
vested amounts under certain  circumstances,  such as when the  Participant  has
allocated such amounts to a restricted  investment  benchmark  offered under the
Plan that each  Participant  must sign as a condition  to  participation  in the
Plan. A Participant's  rights to and under the  Obligations  cannot be assigned,
alienated, sold, garnished, transferred, pledged or encumbered, except by way of
transfer to the employee's  beneficiary or estate upon the Participant's  death,
pursuant to the terms of the Plan.

     The Obligations are unsecured general  obligations of the Company which are
subordinate in rank to other  unsecured  indebtedness of the Company that may be
outstanding  from time to time. No sinking fund has or will be established  with
respect to the  Obligations.  The Obligations are not subject to redemption,  in
whole or in  part,  prior to the  payment  dates  applicable  under  the  Plans.
Obligations are not convertible into another security of the Company.

     The Company reserves the right to amend or terminate the Plans at any time,
except that no such amendment or termination  shall adversely  affect the rights
of  Participants  with respect to amounts  deferred  prior to such  amendment or
termination.

     Except as stated  above,  the  Obligations  do not enjoy the benefit of any
affirmative  or negative  pledges or covenants  by the Company.  The Company may
establish  a  grantor  trust to fund the  payment  of the  Obligations,  but the
Company retains discretion to determine whether such a trust will be established
and, if so, the amount and timing of any  contributions to the trust. The assets
of

                                       4
the trust will  remain  subject to the claims of the  Company's  creditors.  The
trustee of the trust will be required to administer the trust in accordance with
its terms,  but the  trustee's  obligations  and  authority  are  limited to the
amounts which may be held in the trust from time to time, and the trustee may be
subject to the direction of the Company with respect to the payment Obligations.
Accordingly,  the trustee of the trust does not have any independent  obligation
or  authority  to act on  behalf  of any  Participant  or  Beneficiary  and each
Participant  and  Beneficiary,  will be responsible for acting on his or her own
behalf with respect to, among other things, the giving of notices, responding to
requests for consents,  waivers or  amendments,  enforcing  covenants and taking
action upon default.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  consolidated   financial  statements  and  schedules  incorporated  by
reference   in   this    Registration    Statement    have   been   audited   by
PricewaterhouseCoopers  LLP,  independent  public  accountants,  as indicated in
their reports with respect thereto,  and are incorporated by reference herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.

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

                                       5
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
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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS.

           Exhibit No.   Exhibit Description
           -----------   -------------------
               (4)       C&D Technologies, Inc. Nonqualified Deferred
                         Compensation Plan.

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

                                       6
(23)(A)  Consent of Linda R. Hansen, Esquire (contained in
                        Exhibit 5 hereto).

               (23)(B)  Consent of PricewaterhouseCoopers LLP.

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

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.

                                       7
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 July 24, 2000.

                            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 a Director   July 24, 2000
---------------------------
William Harral, III

/s/ Wade H. Roberts, Jr.    President, Chief Executive Officer     July 24, 2000
--------------------------- and a Director
Wade H. Roberts, Jr.        (principal executive officer)

/s/ Stephen E. Markert, Jr.  Vice President - Finance and Chief    July 24, 2000
---------------------------  Financial Officer (principal
Stephen E. Markert, Jr.      financial and accounting officer)

                                       8
Signature                   Title                                  Date
---------                   -----                                  ----

/s/ Adrian A. Basora        Director                               July 24, 2000
---------------------------
Adrian A. Basora

/s/ Peter R. Dachowski      Director                               July 24, 2000
---------------------------
Peter R. Dachowski

/s/ Kevin P. Dowd           Director                               July 24, 2000
---------------------------
Kevin P. Dowd

/s/ Pamela S. Lewis         Director                               July 24, 2000
---------------------------
Pamela S. Lewis

/s/ George Mackenzie        Director                               July 24, 2000
---------------------------
George Mackenzie

/s/ John A. H. Shober       Director                               July 24, 2000
---------------------------
John A. H. Shober

                                       9
EXHIBIT INDEX
                    (Pursuant to Item 601 of Regulation S-K)

   Exhibit No.   Exhibit Description
   -----------   -------------------
        (4)      C&D Technologies, Inc. Nonqualified Deferred Compensation Plan.

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

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

        (23)(B)  Consent of PricewaterhouseCoopers LLP.

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

                                       10