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 of Incorporation)                 (I.R.S. Employer
                                                 Identification No.)

                             1400 Union Meeting Road
                          Blue Bell, Pennsylvania 19422
                                 (215) 619-2700
         (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

                  C&D TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                Mr. Alfred Weber
                    Chairman of the Board, CEO, and President
                             C&D TECHNOLOGIES, INC.
                             1400 Union Meeting Road
                          Blue Bell, Pennsylvania 19422
                                 (215) 619-2700
           (Name, address, and telephone number of agent for service)
                               -------------------

                                    Copy to:
                           Steven L. Kirshenbaum, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                               New York, NY 10036
                                 (212) 969-3000
                                  ------------

     Approximate  date of  commencement  of proposed sale to public:  As soon as
practicable after the Registration Statement has become effective.

     If the only securities being registered on this Form are



<PAGE>



being offered pursuant to dividend or interest  reinvestment plans, please check
the following box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box. [ ]


                         CALCULATION OF REGISTRATION FEE

                                             Proposed Maximum
Title of Securities      Amount To Be        Offering Price
To Be Registered         Registered          Per Share (1)

Common Stock
$.01 par value           300,000 shares      $56.625


Proposed Maximum
Aggregate Offering       Amount of
Price                    Registration Fee

$16,987,500              $5,011.31


(1) The price  stated is  estimated,  based on the  average  of the high and low
prices of common  stock on the New York Stock  Exchange on July 8, 1998,  solely
for the purpose of calculating the registration  fee, pursuant to Rule 457 under
the Securities Act of 1933.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents are incorporated by reference into this Prospectus:

     (a) The annual report of C&D  TECHNOLOGIES,  INC.  (the  "Company") on Form
10-K for the fiscal year ended January 31, 1998;

     (b) The Company's  quarterly report on Form 10-Q for the period ended April
30, 1998;

     (c) The  Company's Current  Report on  Form 8-K, dated  June 30, 1998;  and



<PAGE>

     (d)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  statement  filed  on Form 8-A (No.  1-9389)  under  the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

     All annual reports on Form 10-K,  quarterly  reports on Form 10-Q,  current
reports  on Form  8-K,  definitive  information  or proxy  statements  and other
reports filed with the Securities and Exchange  Commission  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the 1934  Act,  subsequent  to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all the  securities  offered  by this  Prospectus  have  been sold or which
deregisters  all  the  securities   remaining  unsold  shall  be  deemed  to  be
incorporated  by reference into this  Prospectus to be part hereof from the date
of  filing of such  documents.  These  documents  are or will be  available  for
inspection  and  copying  at  the  locations  identified  above.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
shall be deemed to be modified or  superseded  for purposes of the  Registration
Statement  or the  Prospectus  to the extent that a statement  contained  in the
Prospectus  or in any other  subsequently  filed  document  which  also is or is
deemed to be incorporated by reference modifies or replaces such statement.

     The  Company's  annual report on Form 10-K  contains  consolidated  balance
sheets of the Company and its  subsidiaries as of January 31, 1998 and 1997, and
the related  consolidated  statements of income,  shareholders'  equity and cash
flows for each of the  three  years  ended  January  31,  1998.  Said  financial
statements,  which have been incorporated by reference in this Prospectus,  have
been audited by Coopers & Lybrand L.L.P.,  independent accountants, given on the
authority of that Firm as experts in accounting and auditing.

     The Company  undertakes to provide  without charge to each person to whom a
Prospectus is delivered,  upon written or oral request of such person, a copy of
any  and  all  information  that  has  been  incorporated  by  reference  in the
registration  statement  (not  including  exhibits  to the  information  that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the registration  statement  incorporates).
Such request  should be directed to the Vice  President-Finance  of the Company,
Stephen E. Markert, Jr., 1400 Union Meeting Road, Blue Bell, Pennsylvania 19422,
telephone number (215) 619-2700.

     The Company's  principal  executive office is located at 1400 Union Meeting
Road, Blue Bell, Pennsylvania 19422. Its telephone number is (215) 619-2700.




<PAGE>

Item 4.    Description of Securities

     The  description  of the shares of Common Stock  contained in the Company's
Registration   Statement  on  Form  8-A  (Registration  No.  1-9389)  is  hereby
incorporated by reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the shares of Common Stock  offered  hereby has been passed
upon by Proskauer  Rose LLP, 1585 Broadway,  New York, New York 10036.  Glenn M.
Feit, a partner of Proskauer Rose LLP, is a member of the Board of Directors and
is secretary of the Company.

Item 6.   Indemnification of Directors and Officers

     Under section 145 of the Delaware  General  Corporation  Law, a corporation
may indemnify its directors,  officers,  employees and agents against judgments,
fines,  amounts paid in settlement,  and reasonable costs,  expenses and counsel
fees paid or incurred in connection with any proceeding, other than an action by
or in the right of the corporation, to which such director, officer, employee or
agent or his  legal  representative  may be a  party,  provided  such  director,
officer,  employee  or agent  shall  have  acted in good  faith and  shall  have
reasonably believed (a) in the case of a civil proceeding,  that his conduct was
in or not opposed to the best interests of the corporation,  and (b) in the case
of a criminal proceeding, that he had no reasonable cause to believe his conduct
was unlawful. In connection with an action by or in the right of the corporation
against a director, officer, employee or agent, the corporation has the power to
indemnify such  director,  officer,  employee or agent for  reasonable  expenses
incurred in connection with such suit (a) if such person acted in good faith and
in a manner he  reasonably  believed was not opposed to the best interest of the
corporation  and (b) if found  liable to the  corporation,  only if ordered by a
court of law.  Section 145 also  provides  that such section is not exclusive of
any other  indemnification  rights  granted  by the  corporation  to  directors,
officers,   employees  or  agents.   The  Company's   Restated   Certificate  of
Incorporation  provides that the Company shall, to the fullest extent  permitted
by law, indemnify all persons who it may indemnify pursuant thereto.

     In addition, the Company's Restated Certificate of Incorporation contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
(i)  for  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct of a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law, (iv) for any transaction from which the
director  derived an  improper  personal  benefit or (v) for any act or omission
occurring prior to December 29, 1986.



<PAGE>

     The Company's  Bylaws provide that the Company shall, to the fullest extent
permitted by law, indemnify any person,  the heirs,  executors or administrators
of such 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 (brought by or in the
right of the Company or otherwise),  whether civil, criminal,  administrative or
investigative,  by reason of the fact that such  person is or was a director  or
officer of the Company,  or is or was serving at the request of the Company as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against all  expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
actually  and  reasonably  incurred by such person or such heirs,  executors  or
administrators in connection with such action, suit or proceeding.  In addition,
the Company  may, in the  discretion  of the Board of  Directors,  pay  expenses
incurred in defending  any action,  suit or  proceeding  in advance of the final
disposition of such action,  suit, or proceeding.  The Company may also purchase
or maintain insurance on behalf of any person described in the foregoing section
of the Bylaws  against any liability  asserted  against him,  whether or not the
Company  would have the power to indemnify  him against  such  liability by law.
Furthermore,  the Bylaws provide that the  indemnification  provided for therein
shall not be deemed  exclusive of any other rights to  indemnification  to which
those seeking indemnification may be entitled under any By-law,  agreement, vote
of stockholders or disinterested directors, or otherwise.

     The Company maintains  directors and officers liability insurance policies,
insuring,  with certain exceptions and conditions,  the Company's  directors and
officers in their  capacity as such  against  liability  with respect to certain
specified  proceedings.  In addition to covering  directors  and officers of the
Company,  the  policies  also insure the Company  against  amounts paid by it to
indemnify directors and officers.

Item 7.   Exemption from Registration Claimed

     Not applicable

Item 8.   Exhibits

EXHIBIT
NUMBER    DESCRIPTION              LOCATION

4.1       Restated Certificate     Incorporated by reference to
          of Incorporation         Exhibit 3.2 to the Company's
                                   Current Report on Form 8-K
                                   dated June 30, 1998



<PAGE>

4.2       Bylaws of the            Incorporated by reference to
          Company                  Exhibit 3.2 to the Company's
                                   Annual Report on Form 10-K for
                                   the fiscal year ended January
                                   31, 1996

5.1       Opinion of Proskauer     Filed herewith
          Rose LLP

10.1      C&D TECHNOLOGIES, INC.
          1998 Stock Option Plan   Filed herewith

15        Letter re unaudited      Filed herewith
          interim financial
          information

23.1      Consent of Pricewater-   Filed herewith
          houseCoopers LLP

23.2      Consent of Proskauer     Contained in Exhibit 5.1
          Rose LLP

24        Powers of attorney to    Appear on the signature pages 
          sign amendment to this 
          Registration Statement

Item 9.   Undertakings

A.   To Update Annually

     C&D  TECHNOLOGIES,  INC., the undersigned  registrant  (the  "Registrant"),
hereby undertakes that, for purposes of determining any liability under the 1933
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's  annual  report  pursuant  to  Section  15(d)  of the 1934  Act)  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

B.   Indemnification

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public  policy as expressed in the 1933 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,



<PAGE>

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 1933 Act
and will be governed by the final adjudication of such issue.

C.   To File Post-Effective Amendments, As May Be Required

     The undersigned Registrant hereby undertakes:

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

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

          (ii)      To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the aggregate,  represents 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 was 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.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  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
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement.


<PAGE>



     (2) That, for the purpose of determining  any liability under the 1933 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  offering
thereof.

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

D.   Incorporated Annual and Quarterly Reports

     The  undersigned  Registrant  hereby  undertakes  to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934; and, where interim  financial  information to be presented by Article 3 of
Regulation S-X are to set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.




<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, C&D  TECHNOLOGIES,  INC., the
Registrant,  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Blue Bell,  State of Pennsylvania,  on the 15th
day of July, 1998.

                                   C&D TECHNOLOGIES, INC.


                                   By:  /s/ ALFRED WEBER
                                        Alfred Weber,
                                        Chairman of the Board,
                                        Chief Executive Officer
                                        and President

     Pursuant to the requirements of the 1933 Act, this  Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.  Each person whose  signature  appears  below hereby  authorizes  and
appoints Alfred Weber and Stephen E. Markert,  Jr., or either of them, as his or
her  attorney-in-fact  to sign and file on his or her behalf individually and in
each capacity stated below any and all amendments and post-effective  amendments
to this Registration Statement.

Signature                      Title                      Date

/s/ALFRED WEBER                Director, Chairman of      July 15, 1998
Alfred Weber                   the Board, Chief
                               Executive Officer,
                               Chief Operating Officer
                               and President (Principal
                               Executive Officer)

/s/STEPHEN E. MARKERT, JR.     Vice President-Finance     July 15, 1998
Stephen E. Markert, Jr.        (Principal Financial
                               Officer and Principal
                               Accounting Officer)

/s/KEVIN P. DOWD               Director                   July 15, 1998
Kevin P. Dowd

/s/GLENN M. FEIT               Director                   July 15, 1998
Glenn M. Feit

/s/WILLIAM HARRAL III          Director                   July 15, 1998
William Harral III


<PAGE>



/s/PAMELA S. LEWIS             Director                   July 15, 1998
Pamela S. Lewis

/s/ALAN G. LUTZ                Director                   July 15, 1998
Alan G. Lutz

/s/JOHN A. H. SHOBER           Director                   July 15, 1998
John A. H. Shober




<PAGE>


Index to Exhibits

Exhibit
Number    Description                                           Page No.

4.1       Restated   Certificate  of  Incorporation  
          (Incorporated by reference to Exhibit 3.2 
          to the Company's  Current  Report on Form
          8-K,  dated June 30, 1998)

4.2       Bylaws of  the  Company  (Incorporated by
          reference to Exhibit 3.2 to the Company's 
          Annual Report on Form 10-K for the fiscal 
          year ended January 31, 1996)

5.1       Opinion of Proskauer Rose LLP

10.1      C&D TECHNOLOGIES, INC. 1998
          Stock Option Plan

15        Letter re unaudited interim financial
          information

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Proskauer Rose LLP (Contained
          in Exhibit 5.1)

24        Powers of attorney to sign amendments to
          this Registration Statement (Contained in
          signature page)


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22369}]
{"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": "333-59177", "film-number": "98666970"}, "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"}}
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 of Incorporation)                 (I.R.S. Employer
                                                 Identification No.)

                             1400 Union Meeting Road
                          Blue Bell, Pennsylvania 19422
                                 (215) 619-2700
         (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

                  C&D TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                Mr. Alfred Weber
                    Chairman of the Board, CEO, and President
                             C&D TECHNOLOGIES, INC.
                             1400 Union Meeting Road
                          Blue Bell, Pennsylvania 19422
                                 (215) 619-2700
           (Name, address, and telephone number of agent for service)
                               -------------------

                                    Copy to:
                           Steven L. Kirshenbaum, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                               New York, NY 10036
                                 (212) 969-3000
                                  ------------

     Approximate  date of  commencement  of proposed sale to public:  As soon as
practicable after the Registration Statement has become effective.

     If the only securities being registered on this Form are
being offered pursuant to dividend or interest  reinvestment plans, please check
the following box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

                                             Proposed Maximum
Title of Securities      Amount To Be        Offering Price
To Be Registered         Registered          Per Share (1)

Common Stock
$.01 par value           300,000 shares      $56.625

Proposed Maximum
Aggregate Offering       Amount of
Price                    Registration Fee

$16,987,500              $5,011.31

(1) The price  stated is  estimated,  based on the  average  of the high and low
prices of common  stock on the New York Stock  Exchange on July 8, 1998,  solely
for the purpose of calculating the registration  fee, pursuant to Rule 457 under
the Securities Act of 1933.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents are incorporated by reference into this Prospectus:

     (a) The annual report of C&D  TECHNOLOGIES,  INC.  (the  "Company") on Form
10-K for the fiscal year ended January 31, 1998;

     (b) The Company's  quarterly report on Form 10-Q for the period ended April
30, 1998;

     (c) The  Company's Current  Report on  Form 8-K, dated  June 30, 1998;  and
(d)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  statement  filed  on Form 8-A (No.  1-9389)  under  the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

     All annual reports on Form 10-K,  quarterly  reports on Form 10-Q,  current
reports  on Form  8-K,  definitive  information  or proxy  statements  and other
reports filed with the Securities and Exchange  Commission  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the 1934  Act,  subsequent  to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all the  securities  offered  by this  Prospectus  have  been sold or which
deregisters  all  the  securities   remaining  unsold  shall  be  deemed  to  be
incorporated  by reference into this  Prospectus to be part hereof from the date
of  filing of such  documents.  These  documents  are or will be  available  for
inspection  and  copying  at  the  locations  identified  above.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
shall be deemed to be modified or  superseded  for purposes of the  Registration
Statement  or the  Prospectus  to the extent that a statement  contained  in the
Prospectus  or in any other  subsequently  filed  document  which  also is or is
deemed to be incorporated by reference modifies or replaces such statement.

     The  Company's  annual report on Form 10-K  contains  consolidated  balance
sheets of the Company and its  subsidiaries as of January 31, 1998 and 1997, and
the related  consolidated  statements of income,  shareholders'  equity and cash
flows for each of the  three  years  ended  January  31,  1998.  Said  financial
statements,  which have been incorporated by reference in this Prospectus,  have
been audited by Coopers & Lybrand L.L.P.,  independent accountants, given on the
authority of that Firm as experts in accounting and auditing.

     The Company  undertakes to provide  without charge to each person to whom a
Prospectus is delivered,  upon written or oral request of such person, a copy of
any  and  all  information  that  has  been  incorporated  by  reference  in the
registration  statement  (not  including  exhibits  to the  information  that is
incorporated by reference unless such exhibits are specifically  incorporated by
reference into the information  that the registration  statement  incorporates).
Such request  should be directed to the Vice  President-Finance  of the Company,
Stephen E. Markert, Jr., 1400 Union Meeting Road, Blue Bell, Pennsylvania 19422,
telephone number (215) 619-2700.

     The Company's  principal  executive office is located at 1400 Union Meeting
Road, Blue Bell, Pennsylvania 19422. Its telephone number is (215) 619-2700.
Item 4.    Description of Securities

     The  description  of the shares of Common Stock  contained in the Company's
Registration   Statement  on  Form  8-A  (Registration  No.  1-9389)  is  hereby
incorporated by reference.

Item 5.   Interests of Named Experts and Counsel

     The validity of the shares of Common Stock  offered  hereby has been passed
upon by Proskauer  Rose LLP, 1585 Broadway,  New York, New York 10036.  Glenn M.
Feit, a partner of Proskauer Rose LLP, is a member of the Board of Directors and
is secretary of the Company.

Item 6.   Indemnification of Directors and Officers

     Under section 145 of the Delaware  General  Corporation  Law, a corporation
may indemnify its directors,  officers,  employees and agents against judgments,
fines,  amounts paid in settlement,  and reasonable costs,  expenses and counsel
fees paid or incurred in connection with any proceeding, other than an action by
or in the right of the corporation, to which such director, officer, employee or
agent or his  legal  representative  may be a  party,  provided  such  director,
officer,  employee  or agent  shall  have  acted in good  faith and  shall  have
reasonably believed (a) in the case of a civil proceeding,  that his conduct was
in or not opposed to the best interests of the corporation,  and (b) in the case
of a criminal proceeding, that he had no reasonable cause to believe his conduct
was unlawful. In connection with an action by or in the right of the corporation
against a director, officer, employee or agent, the corporation has the power to
indemnify such  director,  officer,  employee or agent for  reasonable  expenses
incurred in connection with such suit (a) if such person acted in good faith and
in a manner he  reasonably  believed was not opposed to the best interest of the
corporation  and (b) if found  liable to the  corporation,  only if ordered by a
court of law.  Section 145 also  provides  that such section is not exclusive of
any other  indemnification  rights  granted  by the  corporation  to  directors,
officers,   employees  or  agents.   The  Company's   Restated   Certificate  of
Incorporation  provides that the Company shall, to the fullest extent  permitted
by law, indemnify all persons who it may indemnify pursuant thereto.

     In addition, the Company's Restated Certificate of Incorporation contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
(i)  for  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct of a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law, (iv) for any transaction from which the
director  derived an  improper  personal  benefit or (v) for any act or omission
occurring prior to December 29, 1986.
The Company's  Bylaws provide that the Company shall, to the fullest extent
permitted by law, indemnify any person,  the heirs,  executors or administrators
of such 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 (brought by or in the
right of the Company or otherwise),  whether civil, criminal,  administrative or
investigative,  by reason of the fact that such  person is or was a director  or
officer of the Company,  or is or was serving at the request of the Company as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against all  expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
actually  and  reasonably  incurred by such person or such heirs,  executors  or
administrators in connection with such action, suit or proceeding.  In addition,
the Company  may, in the  discretion  of the Board of  Directors,  pay  expenses
incurred in defending  any action,  suit or  proceeding  in advance of the final
disposition of such action,  suit, or proceeding.  The Company may also purchase
or maintain insurance on behalf of any person described in the foregoing section
of the Bylaws  against any liability  asserted  against him,  whether or not the
Company  would have the power to indemnify  him against  such  liability by law.
Furthermore,  the Bylaws provide that the  indemnification  provided for therein
shall not be deemed  exclusive of any other rights to  indemnification  to which
those seeking indemnification may be entitled under any By-law,  agreement, vote
of stockholders or disinterested directors, or otherwise.

     The Company maintains  directors and officers liability insurance policies,
insuring,  with certain exceptions and conditions,  the Company's  directors and
officers in their  capacity as such  against  liability  with respect to certain
specified  proceedings.  In addition to covering  directors  and officers of the
Company,  the  policies  also insure the Company  against  amounts paid by it to
indemnify directors and officers.

Item 7.   Exemption from Registration Claimed

     Not applicable

Item 8.   Exhibits

EXHIBIT
NUMBER    DESCRIPTION              LOCATION

4.1       Restated Certificate     Incorporated by reference to
          of Incorporation         Exhibit 3.2 to the Company's
                                   Current Report on Form 8-K
                                   dated June 30, 1998
4.2       Bylaws of the            Incorporated by reference to
          Company                  Exhibit 3.2 to the Company's
                                   Annual Report on Form 10-K for
                                   the fiscal year ended January
                                   31, 1996

5.1       Opinion of Proskauer     Filed herewith
          Rose LLP

10.1      C&D TECHNOLOGIES, INC.
          1998 Stock Option Plan   Filed herewith

15        Letter re unaudited      Filed herewith
          interim financial
          information

23.1      Consent of Pricewater-   Filed herewith
          houseCoopers LLP

23.2      Consent of Proskauer     Contained in Exhibit 5.1
          Rose LLP

24        Powers of attorney to    Appear on the signature pages 
          sign amendment to this 
          Registration Statement

Item 9.   Undertakings

A.   To Update Annually

     C&D  TECHNOLOGIES,  INC., the undersigned  registrant  (the  "Registrant"),
hereby undertakes that, for purposes of determining any liability under the 1933
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's  annual  report  pursuant  to  Section  15(d)  of the 1934  Act)  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

B.   Indemnification

     Insofar as indemnification  for liabilities  arising under the 1933 Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public  policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

C.   To File Post-Effective Amendments, As May Be Required

     The undersigned Registrant hereby undertakes:

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

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

          (ii)      To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the aggregate,  represents 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 was 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.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  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
Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining  any liability under the 1933 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  offering
thereof.

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

D.   Incorporated Annual and Quarterly Reports

     The  undersigned  Registrant  hereby  undertakes  to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934; and, where interim  financial  information to be presented by Article 3 of
Regulation S-X are to set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.
SIGNATURES

     Pursuant to the requirements of the 1933 Act, C&D  TECHNOLOGIES,  INC., the
Registrant,  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Blue Bell,  State of Pennsylvania,  on the 15th
day of July, 1998.

                                   C&D TECHNOLOGIES, INC.

                                   By:  /s/ ALFRED WEBER
                                        Alfred Weber,
                                        Chairman of the Board,
                                        Chief Executive Officer
                                        and President

     Pursuant to the requirements of the 1933 Act, this  Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.  Each person whose  signature  appears  below hereby  authorizes  and
appoints Alfred Weber and Stephen E. Markert,  Jr., or either of them, as his or
her  attorney-in-fact  to sign and file on his or her behalf individually and in
each capacity stated below any and all amendments and post-effective  amendments
to this Registration Statement.

Signature                      Title                      Date

/s/ALFRED WEBER                Director, Chairman of      July 15, 1998
Alfred Weber                   the Board, Chief
                               Executive Officer,
                               Chief Operating Officer
                               and President (Principal
                               Executive Officer)

/s/STEPHEN E. MARKERT, JR.     Vice President-Finance     July 15, 1998
Stephen E. Markert, Jr.        (Principal Financial
                               Officer and Principal
                               Accounting Officer)

/s/KEVIN P. DOWD               Director                   July 15, 1998
Kevin P. Dowd

/s/GLENN M. FEIT               Director                   July 15, 1998
Glenn M. Feit

/s/WILLIAM HARRAL III          Director                   July 15, 1998
William Harral III
/s/PAMELA S. LEWIS             Director                   July 15, 1998
Pamela S. Lewis

/s/ALAN G. LUTZ                Director                   July 15, 1998
Alan G. Lutz

/s/JOHN A. H. SHOBER           Director                   July 15, 1998
John A. H. Shober
Index to Exhibits

Exhibit
Number    Description                                           Page No.

4.1       Restated   Certificate  of  Incorporation  
          (Incorporated by reference to Exhibit 3.2 
          to the Company's  Current  Report on Form
          8-K,  dated June 30, 1998)

4.2       Bylaws of  the  Company  (Incorporated by
          reference to Exhibit 3.2 to the Company's 
          Annual Report on Form 10-K for the fiscal 
          year ended January 31, 1996)

5.1       Opinion of Proskauer Rose LLP

10.1      C&D TECHNOLOGIES, INC. 1998
          Stock Option Plan

15        Letter re unaudited interim financial
          information

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Proskauer Rose LLP (Contained
          in Exhibit 5.1)

24        Powers of attorney to sign amendments to
          this Registration Statement (Contained in
          signature page)