As filed with the Securities and Exchange Commission on March 8, 2001.
                                             Registration No. 333-___________
================================================================================

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

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

                             C&D TECHNOLOGIES, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)
         Delaware                                      13-3314599
--------------------------------                 ----------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

                             C&D TECHNOLOGIES, INC.
                   AMENDED AND RESTATED 1998 STOCK OPTION PLAN
                            (Full title of the plan)
                            ------------------------
                                 Linda R. Hansen
                       Vice President and General Counsel
                             C&D Technologies, Inc.
                             1400 Union Meeting Road
                       Blue Bell, Pennsylvania 19422-0858
                       ----------------------------------
                     (Name and address of agent for service)

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

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
=========================================================================================================
<CAPTION>
                                               Proposed              Proposed
Title of Securities     Amount to be        Maximum Offering      Maximum Aggregate          Amount of
 to be Registered       Registered(1)      Price Per Share(2)     Offering Price(2)      Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                    <C>                    <C>

Common Stock,
 par value $.01         1,800,000          $32.4827               $58,468,858            $14,617
=========================================================================================================
</TABLE>

(1)  This registration statement also registers such additional shares as may be
     required to be issued under the Plan in the event of a stock  split,  stock
     dividend, reverse stock split, split-up,  reclassification or other similar
     event.

(2)  Pursuant to paragraph (h) of Rule 457, the proposed  maximum offering price
     per share and the  proposed  maximum  aggregate  offering  price  have been
     computed as follows:  (a) with respect to 22,065  shares for which  options
     were granted on December 15, 2000 but not exercised on the date hereof,  on
     the basis of $48.4375  per share;  (b) with  respect to 571,025  shares for
     which  options were  granted on February 27, 2001 but not  exercised on the
     date  hereof,  on the basis of $35.00  per  share and (c) with  respect  to
     1,206,910  shares for which options have not been granted,  on the basis of
     $31.00  per share,  the average of the high and low sales  prices of the
     Common  Stock of the  Company  on the New York Stock  Exchange  on March 7,
     2001.

<PAGE>



INTRODUCTORY STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

     The shares being registered  hereunder  constitute an additional  1,800,000
shares of Common Stock of C&D  Technologies,  Inc. (the "Company")  reserved for
issuance  under the  Company's  Amended and Restated 1998 Stock Option Plan (the
"Plan").  The 1,200,000  shares of the Company's Common Stock (after taking into
account  stock  splits)  previously  reserved for  issuance  under the Plan were
registered  under  the  Securities  Act of 1933 on  Registration  Statement  No.
333-59177  on Form S-8.  Pursuant  to General  Instruction  E of Form S-8,  with
respect to the registration of additional securities hereunder,  the contents of
the Company's  Registration  Statement No. 333-59177 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, 2000 as filed by the Company with the  Securities
and Exchange Commission (the "Commission").

     (b) The  Quarterly  Reports on Form 10-Q of the  Company  for the  quarters
ended April 30, 2000, July 31, 2000 and October 31, 2000, respectively, as filed
by the Company with the Commission.

     (c) The  Current  Report on Form 8-K of the Company as filed by the Company
with the Commission on February 28, 2000, May 25, 2000 and December 28, 2000.

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

     All reports or other  documents filed pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this  Registration  Statement,  in
each case filed by the Company prior to the filing of a post-effective amendment
that indicates that all  securities  offered have been sold or that  deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such reports and documents.  Any statement  contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document,  which also is or is deemed to be  incorporated  herein by  reference,
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

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

                                      II-1

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

     In the case of an action or suit by or in the right of the  corporation  to
procure a judgment in its favor, Section 145 empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed action or suit by reason of the fact that such
person  is or was  acting  in any of the  capacities  set  forth  above  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests of the  corporation,  except that
indemnification  is not permitted in respect of any claim, issue or matter as to
which such person is 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
                                      II-2
<PAGE>

indemnification provided for by Section 145 shall not be deemed exclusive of any
other   rights  to  which  the   indemnified   party  may  be   entitled;   that
indemnification  provided for by Section 145 shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's heirs,  executors and  administrators;  and empowers the corporation to
purchase and maintain  insurance on behalf of a director or officer  against any
liability  asserted  against such person and incurred by such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145. A Delaware  corporation may provide  indemnification  only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable  standard of conduct.  Such determination is to be
made (i) by the board of directors by a majority vote of a quorum  consisting of
directors who were not party to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable,  or, even if obtainable,  a quorum of  disinterested
directors so directs, by independent legal counsel in a written opinion or (iii)
by the stockholders.

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

           Exhibit No.   Exhibit Description
           -----------   -------------------

             4           C&D Technologies, Inc. Amended and  Restated 1998 Stock
                         Option Plan.
                                      II-3
<PAGE>


             5           Opinion of Linda R. Hansen, Esquire.

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

             23.2        Consent of PricewaterhouseCoopers LLP.

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


ITEM 9.  UNDERTAKINGS.

         The registrant hereby undertakes:

     (a) to file, during any period in which  offers or sales are being  made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

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

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

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

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

                                      II-4
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Blue Bell, Pennsylvania on March 8, 2001.

                                C&D TECHNOLOGIES, INC.


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

     Know all men by these presents,  that each person whose  signature  appears
below constitutes and appoints Stephen E. Markert,  Jr. and Linda R. Hansen, and
each or either of them, as such person's true and lawful  attorneys-in-fact  and
agents,  with full power of substitution,  for such person, and in such person's
name,  place and stead,  in any and all capacities to sign any or all amendments
or  post-effective  amendments to this Registration  Statement,  and to file the
same,  with all exhibits  thereto and other  documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

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


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

/s/ William Harral, III       Chairman of the Board
---------------------------    and a Director                   March 8, 2001
    William Harral, III

/s/ Wade H. Roberts, Jr.      President, Chief Executive
---------------------------    Officer and a Director
    Wade H. Roberts, Jr.       (principal executive officer)    March 8, 2001

/s/ Stephen E. Markert, Jr.   Vice President - Finance and
---------------------------    Chief Financial Officer
    Stephen E. Markert, Jr.    (principal financial and
                               accounting officer)              March 8, 2001

                                      II-5
<PAGE>

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

/s/ Stephen J. Andriole       Director                          March 8, 2001
---------------------------
    Stephen J. Andriole

/s/ Adrian A. Basora          Director                          March 8, 2001
---------------------------
    Adrian A. Basora

/s/ Peter R. Dachowski        Director                          March 8, 2001
---------------------------
    Peter R. Dachowski

/s/ Pamela S. Lewis           Director                          March 8, 2001
---------------------------
    Pamela S. Lewis

/s/ George MacKenzie          Director                          March 8, 2001
---------------------------
    George MacKenzie

/s/ John A.H. Shober          Director                          March 8, 2001
---------------------------
    John A.H. Shober


                                      II-6
<PAGE>



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



           Exhibit No.   Exhibit Description
           -----------   -------------------

              4          C&D Technologies, Inc. Amended and Restated 1998 Stock
                         Option Plan.

              5          Opinion of Linda R. Hansen, Esquire.

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

             23.2        Consent of PricewaterhouseCoopers LLP.

              24         Power of Attorney (included on the signature pages
                         hereto).
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 22487}]
{"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": "333-56736", "film-number": "1563862"}, "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 March 8, 2001.
                                             Registration No. 333-___________
================================================================================

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

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

                             C&D TECHNOLOGIES, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)
         Delaware                                      13-3314599
--------------------------------                 ----------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

                             C&D TECHNOLOGIES, INC.
                   AMENDED AND RESTATED 1998 STOCK OPTION PLAN
                            (Full title of the plan)
                            ------------------------
                                 Linda R. Hansen
                       Vice President and General Counsel
                             C&D Technologies, Inc.
                             1400 Union Meeting Road
                       Blue Bell, Pennsylvania 19422-0858
                       ----------------------------------
                     (Name and address of agent for service)

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

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

                         CALCULATION OF REGISTRATION FEE

=========================================================================================================
Proposed              Proposed
Title of Securities     Amount to be        Maximum Offering      Maximum Aggregate          Amount of
 to be Registered       Registered(1)      Price Per Share(2)     Offering Price(2)      Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock,
 par value $.01         1,800,000          $32.4827               $58,468,858            $14,617
=========================================================================================================
(1)  This registration statement also registers such additional shares as may be
     required to be issued under the Plan in the event of a stock  split,  stock
     dividend, reverse stock split, split-up,  reclassification or other similar
     event.

(2)  Pursuant to paragraph (h) of Rule 457, the proposed  maximum offering price
     per share and the  proposed  maximum  aggregate  offering  price  have been
     computed as follows:  (a) with respect to 22,065  shares for which  options
     were granted on December 15, 2000 but not exercised on the date hereof,  on
     the basis of $48.4375  per share;  (b) with  respect to 571,025  shares for
     which  options were  granted on February 27, 2001 but not  exercised on the
     date  hereof,  on the basis of $35.00  per  share and (c) with  respect  to
     1,206,910  shares for which options have not been granted,  on the basis of
     $31.00  per share,  the average of the high and low sales  prices of the
     Common  Stock of the  Company  on the New York Stock  Exchange  on March 7,
     2001.
INTRODUCTORY STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

     The shares being registered  hereunder  constitute an additional  1,800,000
shares of Common Stock of C&D  Technologies,  Inc. (the "Company")  reserved for
issuance  under the  Company's  Amended and Restated 1998 Stock Option Plan (the
"Plan").  The 1,200,000  shares of the Company's Common Stock (after taking into
account  stock  splits)  previously  reserved for  issuance  under the Plan were
registered  under  the  Securities  Act of 1933 on  Registration  Statement  No.
333-59177  on Form S-8.  Pursuant  to General  Instruction  E of Form S-8,  with
respect to the registration of additional securities hereunder,  the contents of
the Company's  Registration  Statement No. 333-59177 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, 2000 as filed by the Company with the  Securities
and Exchange Commission (the "Commission").

     (b) The  Quarterly  Reports on Form 10-Q of the  Company  for the  quarters
ended April 30, 2000, July 31, 2000 and October 31, 2000, respectively, as filed
by the Company with the Commission.

     (c) The  Current  Report on Form 8-K of the Company as filed by the Company
with the Commission on February 28, 2000, May 25, 2000 and December 28, 2000.

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

     All reports or other  documents filed pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this  Registration  Statement,  in
each case filed by the Company prior to the filing of a post-effective amendment
that indicates that all  securities  offered have been sold or that  deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such reports and documents.  Any statement  contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document,  which also is or is deemed to be  incorporated  herein by  reference,
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

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

                                      II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

     In the case of an action or suit by or in the right of the  corporation  to
procure a judgment in its favor, Section 145 empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed action or suit by reason of the fact that such
person  is or was  acting  in any of the  capacities  set  forth  above  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests of the  corporation,  except that
indemnification  is not permitted in respect of any claim, issue or matter as to
which such person is 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
                                      II-2
indemnification provided for by Section 145 shall not be deemed exclusive of any
other   rights  to  which  the   indemnified   party  may  be   entitled;   that
indemnification  provided for by Section 145 shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's heirs,  executors and  administrators;  and empowers the corporation to
purchase and maintain  insurance on behalf of a director or officer  against any
liability  asserted  against such person and incurred by such person in any such
capacity  or  arising  out of such  person's  status as such  whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145. A Delaware  corporation may provide  indemnification  only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable  standard of conduct.  Such determination is to be
made (i) by the board of directors by a majority vote of a quorum  consisting of
directors who were not party to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable,  or, even if obtainable,  a quorum of  disinterested
directors so directs, by independent legal counsel in a written opinion or (iii)
by the stockholders.

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

           Exhibit No.   Exhibit Description
           -----------   -------------------

             4           C&D Technologies, Inc. Amended and  Restated 1998 Stock
                         Option Plan.
                                      II-3
5           Opinion of Linda R. Hansen, Esquire.

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

             23.2        Consent of PricewaterhouseCoopers LLP.

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

ITEM 9.  UNDERTAKINGS.

         The registrant hereby undertakes:

     (a) to file, during any period in which  offers or sales are being  made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

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

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

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

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

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Blue Bell, Pennsylvania on March 8, 2001.

                                C&D TECHNOLOGIES, INC.

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

     Know all men by these presents,  that each person whose  signature  appears
below constitutes and appoints Stephen E. Markert,  Jr. and Linda R. Hansen, and
each or either of them, as such person's true and lawful  attorneys-in-fact  and
agents,  with full power of substitution,  for such person, and in such person's
name,  place and stead,  in any and all capacities to sign any or all amendments
or  post-effective  amendments to this Registration  Statement,  and to file the
same,  with all exhibits  thereto and other  documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

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

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

/s/ William Harral, III       Chairman of the Board
---------------------------    and a Director                   March 8, 2001
    William Harral, III

/s/ Wade H. Roberts, Jr.      President, Chief Executive
---------------------------    Officer and a Director
    Wade H. Roberts, Jr.       (principal executive officer)    March 8, 2001

/s/ Stephen E. Markert, Jr.   Vice President - Finance and
---------------------------    Chief Financial Officer
    Stephen E. Markert, Jr.    (principal financial and
                               accounting officer)              March 8, 2001

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

/s/ Stephen J. Andriole       Director                          March 8, 2001
---------------------------
    Stephen J. Andriole

/s/ Adrian A. Basora          Director                          March 8, 2001
---------------------------
    Adrian A. Basora

/s/ Peter R. Dachowski        Director                          March 8, 2001
---------------------------
    Peter R. Dachowski

/s/ Pamela S. Lewis           Director                          March 8, 2001
---------------------------
    Pamela S. Lewis

/s/ George MacKenzie          Director                          March 8, 2001
---------------------------
    George MacKenzie

/s/ John A.H. Shober          Director                          March 8, 2001
---------------------------
    John A.H. Shober

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

           Exhibit No.   Exhibit Description
           -----------   -------------------

              4          C&D Technologies, Inc. Amended and Restated 1998 Stock
                         Option Plan.

              5          Opinion of Linda R. Hansen, Esquire.

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

             23.2        Consent of PricewaterhouseCoopers LLP.

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