As filed with the Securities and Exchange Commission on June 12, 2003.
                                                  Registration No. 333-_________

================================================================================
                                  UNITED STATES
                       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.
                           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 LLP
                                One Liberty Place
                           Philadelphia, PA 19103-7396


<PAGE>

                                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================================================================================================================

 <S>                                 <C>                   <C>                    <C>                <C>
                                                      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
------------------------- ---------------------- ---------------------- ----------------------- ---------------------

Deferred                            (1)                   (1)                    (1)                 $  (1)
Compensation Plan
Obligations(1)

Common Stock, par            50,000 shares(2)           $14.335(3)              $716,750             $58.06
value $.01 per share
------------------------- ---------------------- ---------------------- ----------------------- ---------------------
</TABLE>



(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. Deferred  Compensation  Plan.
     Under  the  Form S-8  filed  by C&D  Technologies,  Inc.  on July 24,  2000
     (Registration   No.   333-42054)  (the  "2000   Registration   Statement"),
     $5,000,000 of Deferred  Compensation  Plan Obligations and 25,000 shares of
     C&D  Technologies,  Inc. Common Stock were registered.  C&D Technologies is
     registering  50,000  additional  shares  of  Common  Stock  into  which the
     Deferred   Compensation   Plan   Obligations   registered  under  the  2000
     Registration  Statement  may be converted.  No additional  dollar amount of
     Deferred  Compensation  Plan  Obligations  is being  registered  under this
     registration statement.

(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 June 9, 2003.





<PAGE>





Introductory Statement Pursuant to General Instruction E of Form S-8

     The shares being  registered  hereunder  constitute  an  additional  50,000
shares of Common Stock of C&D  Technologies,  Inc. (the "Company") for offer and
sale under the C&D Technologies  Deferred  Compensation  Plan (the "Plan").  The
shares of the Company's  Common Stock  previously  registered for offer and sale
under the Plan were registered  under the Securities Act of 1933 on Registration
Statement No. 333-42054 on Form S-8 (the "2000 Registration  Statement"),  which
registration  statement also included the registration of $5,000,000 of Deferred
Compensation  Plan Obligations.  Pursuant to General  Instruction E of Form S-8,
with  respect  to the  registration  of  additional  securities  hereunder,  the
contents  of  the  2000  Registration   Statement  are  incorporated  herein  by
reference, except for those items restated in their entirety herein.




<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, 2003 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, 2003 as filed by the Company with the Commission.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement 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.

     Incorporated  by reference to the  description  of securities  set forth in
Item 4 of the 2000 Registration Statement.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

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


                                     II-1
<PAGE>

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
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.

     Article VIII of the  Company's  By-laws and Article  Sixth of the Company's
Restated Certificate of Incorporation,  as amended,  provide for indemnification
of and  advancement of costs,  charges and expenses to 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. Any indemnification
authorized  under Article VIII of the By-laws  (unless ordered by a court) shall
be paid by the  Company  unless  a  determination  is made  (a) by the  board of
directors by a majority  vote of a quorum  consisting  of directors who were not


                                     II-2
<PAGE>


party to the proceeding,  or (b) if such quorum is not  obtainable,  or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders,  that  indemnification
of the  director  or  officer is not proper in the  circumstances  because  such
person has not met the applicable  standards of conduct set forth in the General
Corporation Law of the State of Delaware. The Company,  however, is not required
by Article VIII to indemnify any person with respect to, or to advance  expenses
(including  attorneys'  fees)  incurred by such person in connection  with,  any
proceeding  initiated by such person against the Company,  or any  counterclaim,
cross-claim,  affirmative  defense or similar claim of the Company in connection
with such  proceeding,  unless such  proceeding  initiated by the person seeking
indemnification  was  authorized by the Board of Directors by a majority vote of
the directors having no interest in such proceeding or unless the proceeding was
instituted  by such person to enforce a right to  indemnification  under Article
VIII.

     Advancement  of costs,  charges and expenses  (including  attorneys'  fees)
shall be made under  Article  VIII of the  By-laws by the  Company in advance of
final disposition of the proceeding if the Company receives an undertaking by or
on behalf of such person to repay all amounts so advanced if it shall ultimately
be determined that such person is not entitled to indemnification  under Article
VIII.  No such  advancement  shall be made (a) with  respect  to any  proceeding
brought by the  Company  against  such  person or (b) except  with  respect to a
proceeding brought to enforce a right of indemnification  under Article VIII, in
connection  with any proceeding  initiated by such person against the Company or
any  counterclaim,  cross-claim,  affirmative  defense or  similar  claim of the
Company in connection with such proceeding,  unless the proceeding  initiated by
the person seeking indemnification has been authorized by the Board of Directors
by a majority vote of the directors having no interest in such proceeding.

     The Company has also entered  into  individual  indemnification  agreements
with its  directors  and  executive  officers  that provide for  indemnification
substantially to the same extent as provided under Article VIII of the By-laws.

     The Company also  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.  In the event any
insurance  policy  obtained  by the  Company  would  provide  coverage  for  any
liability,  cost or expense for which  indemnification is sought, the provisions
of Article  VIII of the By-laws and the  indemnification  agreements  summarized
above shall be modified to the extent  necessary to conform these  provisions to
the  requirements  of such  insurance  policy so as to provide  coverage  to the
fullest extent possible,  including but not limited to any requirements relating
to incurring defense costs and retaining legal counsel.

     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.


                                     II-3
<PAGE>


Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit No.     Exhibit Description

         (4)         C&D Technologies, Inc. Deferred Compensation Plan.(1)

         (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).
------------------

(1)  Incorporated  by reference to Exhibit (4) filed with the 2000  Registration
Statement.

Item 9. Undertakings.

     The Company hereby undertakes:

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

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

          (ii) To reflect in any  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not  exceed  that which is  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective Registration Statement;

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


                                     II-4
<PAGE>


     Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (a) That, for the purpose of determining any liability under the Securities
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

     (b) 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 Company hereby further undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company'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 Company hereby further undertakes that, insofar as indemnification  for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the Company,  the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities 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 Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.


                                     II-5
<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 June 12, 2003.

                                       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,  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               June 12, 2003
-----------------------      and a Director
William Harral, III



/s/ Wade H. Roberts, Jr.     President, Chief Executive Officer  June 12, 2003
------------------------     and a Director
Wade H. Roberts, Jr.         (principal executive officer)



/s/ Stephen E. Markert, Jr.  Vice President - Finance and        June 12, 2003
---------------------------  Chief Financial Officer
Stephen E. Markert, Jr.      (principal financial and
                             accounting officer)


                                     II-6
<PAGE>



/s/ Peter R. Dachowski       Director                            June 12, 2003
----------------------
Peter R. Dachowski


/s/ Kevin P. Dowd            Director                            June 12, 2003
-----------------
Kevin P. Dowd


/s/ Robert I. Harries        Director                            June 12, 2003
---------------------
Robert I. Harries


/s/ Pamela S. Lewis          Director                            June 12, 2003
-------------------
Pamela S. Lewis


/s/ George MacKenzie         Director                            June 12, 2003
--------------------
George MacKenzie


/s/ John A.H. Shober         Director                            June 12, 2003
--------------------
John A. H. Shober


/s/ Stanley W. Silverman     Director                            June 12, 2003
------------------------
Stanley W. Silverman




                                     II-7
<PAGE>






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



     Exhibit No.     Exhibit Description

         (4)         C&D Technologies, Inc. Deferred Compensation Plan.(1)

         (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).
------------------

(1)  Incorporated  by reference to Exhibit (4) filed with the 2000  Registration
Statement.




<PAGE>



June 11, 2003                                                          EXHIBIT 5

The Board of Directors of
C&D Technologies, Inc.
1400 Union Meeting Road
Blue Bell, Pennsylvania  19422-0858

Ladies and Gentlemen:

I am  the  Vice  President,  General  Counsel  and  Corporate  Secretary  of C&D
Technologies, Inc. (the "Company"), and I am familiar with the proceedings taken
by the Company in connection with the preparation and filing with the Securities
and Exchange  Commission  under the  Securities  Act of 1933,  as amended,  of a
registration  statement on Form S-8 (the "Registration  Statement")  relating to
the proposed  offering by the Company of up to $5,000,000 in principal amount of
deferred  compensation  obligations (the  "Obligations"),  which were previously
registered under the Company's Form S-8 Registration Statement, Registration No.
333-24054  filed  July  24,  2000,  and  up to  50,000  additional  shares  (the
"Additional Shares") of Common Stock, $1.00 par value, of the Company,  pursuant
to the Company's Deferred Compensation Plan (the "Plan").

As counsel to the  Company,  I have  supervised  all  corporate  proceedings  in
connection with the preparation and filing of the Registration Statement. I have
also examined the Company's Certificate of Incorporation and By-laws, as amended
to date, the corporate minutes and other proceedings and the records relating to
the Plan and  authorization  and offering of the  Obligations and the Additional
Shares,  and such other documents and matters of law as I have deemed  necessary
or appropriate in order to render this opinion.

Based upon the foregoing, it is my opinion that (i) the Obligations, when issued
in  accordance  with  the  terms  and  conditions  of the  Plan,  will  be  duly
authorized,   legally  and  validly  issued  and  outstanding,  fully  paid  and
nonassessable and (ii) the Additional Shares, when issued in accordance with the
terms and conditions of the Plan, will be duly  authorized,  legally and validly
issued and outstanding, fully paid and nonassessable.

Insofar as the  foregoing  opinions  relate to the legality,  validity,  binding
effect or  enforceability  of any agreement or obligation of the Company,  (i) I
have assumed that each other party to such agreement or obligation has satisfied
those legal  requirements  that are applicable to it to the extent  necessary to
make such agreement or obligation enforceable against it and (b) such opinion is
subject  to  applicable  bankruptcy,   insolvency  and  similar  laws  affecting
creditor's rights generally and to general principles of equity.

The  foregoing  opinion is limited to the federal  laws of the United  States of
America and the laws of the State of Delaware.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.

Sincerely,

/s/ Linda R. Hansen
------------------------
Linda R. Hansen, Esquire

<PAGE>


                                                                 EXHIBIT (23)(B)


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  March  14,  2003  relating  to the
financial statements and financial statement schedule of C&D Technologies, Inc.,
which  appears in C&D  Technologies,  Inc.'s  Annual Report on Form 10-K for the
year ended January 31, 2003.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
June 12, 2003
[{"type": "S-8", "sequence": "1", "filename": "junes8.txt", "secsgml_size_bytes": 30270}]
{"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": "333-106051", "film-number": "03741928"}, "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 June 12, 2003.
                                                  Registration No. 333-_________

================================================================================
                                  UNITED STATES
                       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.
                           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 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
------------------------- ---------------------- ---------------------- ----------------------- ---------------------

Deferred                            (1)                   (1)                    (1)                 $  (1)
Compensation Plan
Obligations(1)

Common Stock, par            50,000 shares(2)           $14.335(3)              $716,750             $58.06
value $.01 per share
------------------------- ---------------------- ---------------------- ----------------------- ---------------------
(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. Deferred  Compensation  Plan.
     Under  the  Form S-8  filed  by C&D  Technologies,  Inc.  on July 24,  2000
     (Registration   No.   333-42054)  (the  "2000   Registration   Statement"),
     $5,000,000 of Deferred  Compensation  Plan Obligations and 25,000 shares of
     C&D  Technologies,  Inc. Common Stock were registered.  C&D Technologies is
     registering  50,000  additional  shares  of  Common  Stock  into  which the
     Deferred   Compensation   Plan   Obligations   registered  under  the  2000
     Registration  Statement  may be converted.  No additional  dollar amount of
     Deferred  Compensation  Plan  Obligations  is being  registered  under this
     registration statement.

(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 June 9, 2003.
Introductory Statement Pursuant to General Instruction E of Form S-8

     The shares being  registered  hereunder  constitute  an  additional  50,000
shares of Common Stock of C&D  Technologies,  Inc. (the "Company") for offer and
sale under the C&D Technologies  Deferred  Compensation  Plan (the "Plan").  The
shares of the Company's  Common Stock  previously  registered for offer and sale
under the Plan were registered  under the Securities Act of 1933 on Registration
Statement No. 333-42054 on Form S-8 (the "2000 Registration  Statement"),  which
registration  statement also included the registration of $5,000,000 of Deferred
Compensation  Plan Obligations.  Pursuant to General  Instruction E of Form S-8,
with  respect  to the  registration  of  additional  securities  hereunder,  the
contents  of  the  2000  Registration   Statement  are  incorporated  herein  by
reference, except for those items restated in their entirety herein.
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, 2003 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, 2003 as filed by the Company with the Commission.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement 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.

     Incorporated  by reference to the  description  of securities  set forth in
Item 4 of the 2000 Registration Statement.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

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

                                     II-1
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
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.

     Article VIII of the  Company's  By-laws and Article  Sixth of the Company's
Restated Certificate of Incorporation,  as amended,  provide for indemnification
of and  advancement of costs,  charges and expenses to 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. Any indemnification
authorized  under Article VIII of the By-laws  (unless ordered by a court) shall
be paid by the  Company  unless  a  determination  is made  (a) by the  board of
directors by a majority  vote of a quorum  consisting  of directors who were not

                                     II-2
party to the proceeding,  or (b) if such quorum is not  obtainable,  or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders,  that  indemnification
of the  director  or  officer is not proper in the  circumstances  because  such
person has not met the applicable  standards of conduct set forth in the General
Corporation Law of the State of Delaware. The Company,  however, is not required
by Article VIII to indemnify any person with respect to, or to advance  expenses
(including  attorneys'  fees)  incurred by such person in connection  with,  any
proceeding  initiated by such person against the Company,  or any  counterclaim,
cross-claim,  affirmative  defense or similar claim of the Company in connection
with such  proceeding,  unless such  proceeding  initiated by the person seeking
indemnification  was  authorized by the Board of Directors by a majority vote of
the directors having no interest in such proceeding or unless the proceeding was
instituted  by such person to enforce a right to  indemnification  under Article
VIII.

     Advancement  of costs,  charges and expenses  (including  attorneys'  fees)
shall be made under  Article  VIII of the  By-laws by the  Company in advance of
final disposition of the proceeding if the Company receives an undertaking by or
on behalf of such person to repay all amounts so advanced if it shall ultimately
be determined that such person is not entitled to indemnification  under Article
VIII.  No such  advancement  shall be made (a) with  respect  to any  proceeding
brought by the  Company  against  such  person or (b) except  with  respect to a
proceeding brought to enforce a right of indemnification  under Article VIII, in
connection  with any proceeding  initiated by such person against the Company or
any  counterclaim,  cross-claim,  affirmative  defense or  similar  claim of the
Company in connection with such proceeding,  unless the proceeding  initiated by
the person seeking indemnification has been authorized by the Board of Directors
by a majority vote of the directors having no interest in such proceeding.

     The Company has also entered  into  individual  indemnification  agreements
with its  directors  and  executive  officers  that provide for  indemnification
substantially to the same extent as provided under Article VIII of the By-laws.

     The Company also  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.  In the event any
insurance  policy  obtained  by the  Company  would  provide  coverage  for  any
liability,  cost or expense for which  indemnification is sought, the provisions
of Article  VIII of the By-laws and the  indemnification  agreements  summarized
above shall be modified to the extent  necessary to conform these  provisions to
the  requirements  of such  insurance  policy so as to provide  coverage  to the
fullest extent possible,  including but not limited to any requirements relating
to incurring defense costs and retaining legal counsel.

     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.

                                     II-3
Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit No.     Exhibit Description

         (4)         C&D Technologies, Inc. Deferred Compensation Plan.(1)

         (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).
------------------

(1)  Incorporated  by reference to Exhibit (4) filed with the 2000  Registration
Statement.

Item 9. Undertakings.

     The Company hereby undertakes:

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

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

          (ii) To reflect in any  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not  exceed  that which is  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective Registration Statement;

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

                                     II-4
Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (a) That, for the purpose of determining any liability under the Securities
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

     (b) 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 Company hereby further undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company'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 Company hereby further undertakes that, insofar as indemnification  for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the Company,  the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities 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 Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.

                                     II-5
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 June 12, 2003.

                                       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,  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               June 12, 2003
-----------------------      and a Director
William Harral, III

/s/ Wade H. Roberts, Jr.     President, Chief Executive Officer  June 12, 2003
------------------------     and a Director
Wade H. Roberts, Jr.         (principal executive officer)

/s/ Stephen E. Markert, Jr.  Vice President - Finance and        June 12, 2003
---------------------------  Chief Financial Officer
Stephen E. Markert, Jr.      (principal financial and
                             accounting officer)

                                     II-6
/s/ Peter R. Dachowski       Director                            June 12, 2003
----------------------
Peter R. Dachowski

/s/ Kevin P. Dowd            Director                            June 12, 2003
-----------------
Kevin P. Dowd

/s/ Robert I. Harries        Director                            June 12, 2003
---------------------
Robert I. Harries

/s/ Pamela S. Lewis          Director                            June 12, 2003
-------------------
Pamela S. Lewis

/s/ George MacKenzie         Director                            June 12, 2003
--------------------
George MacKenzie

/s/ John A.H. Shober         Director                            June 12, 2003
--------------------
John A. H. Shober

/s/ Stanley W. Silverman     Director                            June 12, 2003
------------------------
Stanley W. Silverman

                                     II-7
EXHIBIT INDEX
                    (Pursuant to Item 601 of Regulation S-K)

     Exhibit No.     Exhibit Description

         (4)         C&D Technologies, Inc. Deferred Compensation Plan.(1)

         (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).
------------------

(1)  Incorporated  by reference to Exhibit (4) filed with the 2000  Registration
Statement.
June 11, 2003                                                          EXHIBIT 5

The Board of Directors of
C&D Technologies, Inc.
1400 Union Meeting Road
Blue Bell, Pennsylvania  19422-0858

Ladies and Gentlemen:

I am  the  Vice  President,  General  Counsel  and  Corporate  Secretary  of C&D
Technologies, Inc. (the "Company"), and I am familiar with the proceedings taken
by the Company in connection with the preparation and filing with the Securities
and Exchange  Commission  under the  Securities  Act of 1933,  as amended,  of a
registration  statement on Form S-8 (the "Registration  Statement")  relating to
the proposed  offering by the Company of up to $5,000,000 in principal amount of
deferred  compensation  obligations (the  "Obligations"),  which were previously
registered under the Company's Form S-8 Registration Statement, Registration No.
333-24054  filed  July  24,  2000,  and  up to  50,000  additional  shares  (the
"Additional Shares") of Common Stock, $1.00 par value, of the Company,  pursuant
to the Company's Deferred Compensation Plan (the "Plan").

As counsel to the  Company,  I have  supervised  all  corporate  proceedings  in
connection with the preparation and filing of the Registration Statement. I have
also examined the Company's Certificate of Incorporation and By-laws, as amended
to date, the corporate minutes and other proceedings and the records relating to
the Plan and  authorization  and offering of the  Obligations and the Additional
Shares,  and such other documents and matters of law as I have deemed  necessary
or appropriate in order to render this opinion.

Based upon the foregoing, it is my opinion that (i) the Obligations, when issued
in  accordance  with  the  terms  and  conditions  of the  Plan,  will  be  duly
authorized,   legally  and  validly  issued  and  outstanding,  fully  paid  and
nonassessable and (ii) the Additional Shares, when issued in accordance with the
terms and conditions of the Plan, will be duly  authorized,  legally and validly
issued and outstanding, fully paid and nonassessable.

Insofar as the  foregoing  opinions  relate to the legality,  validity,  binding
effect or  enforceability  of any agreement or obligation of the Company,  (i) I
have assumed that each other party to such agreement or obligation has satisfied
those legal  requirements  that are applicable to it to the extent  necessary to
make such agreement or obligation enforceable against it and (b) such opinion is
subject  to  applicable  bankruptcy,   insolvency  and  similar  laws  affecting
creditor's rights generally and to general principles of equity.

The  foregoing  opinion is limited to the federal  laws of the United  States of
America and the laws of the State of Delaware.

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.

Sincerely,

/s/ Linda R. Hansen
------------------------
Linda R. Hansen, Esquire
EXHIBIT (23)(B)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  March  14,  2003  relating  to the
financial statements and financial statement schedule of C&D Technologies, Inc.,
which  appears in C&D  Technologies,  Inc.'s  Annual Report on Form 10-K for the
year ended January 31, 2003.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
June 12, 2003