As filed with the Securities and Exchange Commission on December 13, 2002.
                                                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 SAVINGS 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>

                                                Proposed                Proposed
                                                 maximum                maximum
Title of securities        Amount to be          offering               aggregate              Amount of
 to be registered           registered (1)      price per share (2)    offering price (2)    registration fee
 ----------------          ---------------     --------------------    ------------------    ----------------
<S>                        <C>                      <C>                   <C>                    <C>

 Common Stock,
 $.01 par value            1,500,000 shares         $18.67                $28,005,000            $2,576.46

</TABLE>
____________________________________

     (1) This  registration  statement also registers such additional  shares as
may be  offered  and sold  under the Plan in the event of a stock  split,  stock
dividend,  reverse  stock split,  split-up,  reclassification  or other  similar
event.  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the C&D Technologies Savings Plan.

     (2) Pursuant to paragraph  (h) of Rule 457, the proposed  maximum  offering
price per share and the  proposed  maximum  aggregate  offering  price have been
computed on the basis of $18.67 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
December 11, 2002.



<PAGE>


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

     The shares being registered  hereunder  constitute an additional  1,500,000
shares of Common Stock of C&D  Technologies,  Inc. (the "Company") for offer and
sale under the C&D  Technologies  Savings Plan (the  "Plan").  The shares of the
Company's  Common Stock  (after  taking into account  stock  splits)  previously
registered  for  offer  and  sale  under  the Plan  were  registered  under  the
Securities  Act of 1933 on  Registration  Statement  No.  333-38891 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. 333-38891 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, 2002 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, 2002, July 31, 2002 and October 31, 2002 as filed by the Company
with the Commission.

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

     (d) The Annual  Report on Form 11-K of C&D  Technologies  Savings Plan (the
"Plan") for the year ended  December  31, 2001 as filed by the Company  with the
Commission.

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

Item 4. DESCRIPTION OF SECURITIES.

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

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     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
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.

                                      II-1
<PAGE>

     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
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-2

<PAGE>

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8. EXHIBITS.

         Exhibit No.                Exhibit Description

            (4.1)       C&D  Technologies  Savings Plan, as restated and amended
                        (incorporated  by  reference  to  Exhibit  10.9  of  the
                        Company's  Form 10-K  Annual  Report  for the year ended
                        January 31, 2002).

            (4.2)       First   Amendment  dated   June  12,  2002  to  the  C&D
                        Technologies  Savings  Plan,  as  restated  and  amended
                        (incorporated  by reference  to  Exhibit  10.10  of  the
                        Company's  Form 10-Q  Quarterly  Report  for the  period
                        ended October 31, 2002).

            (4.3)       Second  Amendment dated November 20,  2002  to  the  C&D
                        Technologies  Savings  Plan,  as  restated  and  amended
                        (incorporated  by  reference  to  Exhibit  10.11  of the
                        company's  Form 10-Q  Quarterly  Report  for the  period
                        ended October 31, 2002).

            (5)         Determination  letter  of the Internal  Revenue  Service
                        with regard to the C&D  Technologies  Savings Plan dated
                        May 22, 2002 (filed herewith).

            (23)        Consent of PricewaterhouseCoopers LLP (filed herewith).

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

     The Company hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service in a timely manner and
has made or will make all changes  required by the Internal  Revenue  Service in
order to qualify the Plan.

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.

                                      II-3

<PAGE>


     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 December 13, 2002.

                                         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           December 13, 2002
---------------------------    and a Director
William Harral, III



/s/ Wade H. Roberts, Jr.       President, Chief Executive      December 13, 2002
---------------------------    Officer and a Director
Wade H. Roberts, Jr.           (principal executive officer)




/s/ Stephen E. Markert, Jr.    Vice President - Finance and    December 13, 2002
---------------------------    Chief Financial Officer
Stephen E. Markert, Jr.        (principal financial and
                               accounting officer)


/s/ Peter R. Dachowski         Director                        December 13, 2002
---------------------------
Peter R. Dachowski

                                      II-5


<PAGE>

/s/ Kevin P. Dowd              Director                        December 13, 2002
---------------------------
Kevin P. Dowd


/s/ Robert I. Harries          Director                        December 13, 2002
---------------------------
Robert I. Harries


/s/ Pamela S. Lewis            Director                        December 13, 2002
---------------------------
Pamela S. Lewis


/s/ George MacKenzie           Director                        December 13, 2002
---------------------------
George MacKenzie


/s/ John A. H. Shober          Director                        December 13, 2002
---------------------------
John A. H. Shober

                                      II-6


<PAGE>


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in Blue Bell, Pennsylvania on December
13, 2002.


                                         C&D TECHNOLOGIES SAVINGS PLAN


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


                                      II-7

<PAGE>


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

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

            (5)         Determination  letter  of the Internal  Revenue  Service
                        with regard to the C&D  Technologies  Savings Plan dated
                        May 22, 2002.

            (23)        Consent of PricewaterhouseCoopers LLP.

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


<PAGE>

                                                                       Exhibit 5

INTERNAL REVENUE SERVICE                              DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH  45201
                                      Employer Identification Number:
Date:  May 22, 2002                    13-3314599
                                      DLN:
C&D TECHNOLOGIES INC.                  17007053023032
C/O STEVEN G SCHAFFER                 Person to Contact:
POWELL GOLDSTEIN FRAZER & MURPHY       MARCIA J BERNSTEIN        ID# 11160
191 PEACHTREE ST NE 16TH FLR          Contact Telephone Number:
ATLANTA, GA 30303-0000                 (877) 829-5500
                                      Plan Name:
                                       C&D TECHNOLOGIES SAVINGS PLAN

                                      Plan Number:  001


Dear Applicant:

     We have made a favorable  determination  on the plan identified above based
on the information you have supplied.  Please keep this letter,  the application
forms submitted to request this letter and all correspondence  with the Internal
Revenue Service  regarding your  application for a determination  letter in your
permanent records. You must retain this information to preserve your reliance on
this letter.

     Continued  qualification  of the plan under its present form will depend on
its  effect  in  operation.  See  section  1.401-1  (b)  (3) of the  Income  Tax
Regulations. We will review the status of the plan in operation periodically.

     The enclosed  Publication  794 explains the  significance  and the scope of
this favorable determination letter based on the determination requests selected
on your application  forms.  Publication 794 describes the information that must
be  retained  to have  reliance  on this  favorable  determination  letter.  The
publication  also  provide  examples of the effect of a plan's  operation on its
qualified  status and discusses the reporting  requirements for qualified plans.
Please read Publication 794.

     This  letter  relates  only to the status of your plan  under the  Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

     This  determination is subject to your adoption of the proposed  amendments
submitted in your letter dated May 8, 2002.  The proposed  amendments  should be
adopted on or before the date prescribed by the  regulations  under Code section
401 (b).

     This  determination  letter is applicable for the amendment(s)  executed on
February 13, 2002.

     This letter considers the changes in qualification requirements made by the
Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection
Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment
Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act

                                                           Letter   835  (DO/CG)
<PAGE>
                                      -2-

C&D TECHNOLOGIES INC

of 1997, Pub. L. 105-34,  the Internal Revenue Service  Restructuring and Reform
Act of 1998, Pub. L. 105-206,  and the Community Renewal Tax Relief Act of 2000,
Pub. L. 106-554.

     This letter may not be relied on with respect to whether the plan satisfies
the  requirements  of section  401 (a) of the Code,  as amended by the  Economic
Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

     The  requirement   for  employee   benefits  plans  to  file  summary  plan
descriptions  (SPD) with the U.S.  Department of Labor was eliminated  effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

     We have sent a copy of this letter to your  representative  as indicated in
the power of attorney.

     If you have  questions  concerning  this matter,  please contact the person
whose name and telephone number are shown above.

                                             Sincerely yours,

                                             /s/ Paul T. Shultz

                                             Paul T. Shultz
                                             Director,
                                             Employee Plans Rulings & Agreements

Enclosures:
Publication  794

                                                           Letter   835  (DO/CG)
<PAGE>

                                                                      Exhibit 23

                       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  5,  2002  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, 2002.

We also consent to the incorporation by reference in this Registration Statement
of our report dated June 21, 2002 relating to the financial  statements,  which
appears in the Annual Report of C&D  Technologies  Savings Plan on Form 11-K for
the year ended December 31, 2001.




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



Philadelphia, Pennsylvania
December 13, 2002
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As filed with the Securities and Exchange Commission on December 13, 2002.
                                                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 SAVINGS 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
                                                 maximum                maximum
Title of securities        Amount to be          offering               aggregate              Amount of
 to be registered           registered (1)      price per share (2)    offering price (2)    registration fee
 ----------------          ---------------     --------------------    ------------------    ----------------
Common Stock,
 $.01 par value            1,500,000 shares         $18.67                $28,005,000            $2,576.46
____________________________________

     (1) This  registration  statement also registers such additional  shares as
may be  offered  and sold  under the Plan in the event of a stock  split,  stock
dividend,  reverse  stock split,  split-up,  reclassification  or other  similar
event.  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,
this registration  statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the C&D Technologies Savings Plan.

     (2) Pursuant to paragraph  (h) of Rule 457, the proposed  maximum  offering
price per share and the  proposed  maximum  aggregate  offering  price have been
computed on the basis of $18.67 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
December 11, 2002.
INTRODUCTORY STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

     The shares being registered  hereunder  constitute an additional  1,500,000
shares of Common Stock of C&D  Technologies,  Inc. (the "Company") for offer and
sale under the C&D  Technologies  Savings Plan (the  "Plan").  The shares of the
Company's  Common Stock  (after  taking into account  stock  splits)  previously
registered  for  offer  and  sale  under  the Plan  were  registered  under  the
Securities  Act of 1933 on  Registration  Statement  No.  333-38891 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. 333-38891 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, 2002 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, 2002, July 31, 2002 and October 31, 2002 as filed by the Company
with the Commission.

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

     (d) The Annual  Report on Form 11-K of C&D  Technologies  Savings Plan (the
"Plan") for the year ended  December  31, 2001 as filed by the Company  with the
Commission.

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

Item 4. DESCRIPTION OF SECURITIES.

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

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     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
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.

                                      II-1
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
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-2
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8. EXHIBITS.

         Exhibit No.                Exhibit Description

            (4.1)       C&D  Technologies  Savings Plan, as restated and amended
                        (incorporated  by  reference  to  Exhibit  10.9  of  the
                        Company's  Form 10-K  Annual  Report  for the year ended
                        January 31, 2002).

            (4.2)       First   Amendment  dated   June  12,  2002  to  the  C&D
                        Technologies  Savings  Plan,  as  restated  and  amended
                        (incorporated  by reference  to  Exhibit  10.10  of  the
                        Company's  Form 10-Q  Quarterly  Report  for the  period
                        ended October 31, 2002).

            (4.3)       Second  Amendment dated November 20,  2002  to  the  C&D
                        Technologies  Savings  Plan,  as  restated  and  amended
                        (incorporated  by  reference  to  Exhibit  10.11  of the
                        company's  Form 10-Q  Quarterly  Report  for the  period
                        ended October 31, 2002).

            (5)         Determination  letter  of the Internal  Revenue  Service
                        with regard to the C&D  Technologies  Savings Plan dated
                        May 22, 2002 (filed herewith).

            (23)        Consent of PricewaterhouseCoopers LLP (filed herewith).

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

     The Company hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service in a timely manner and
has made or will make all changes  required by the Internal  Revenue  Service in
order to qualify the Plan.

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.

                                      II-3
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 December 13, 2002.

                                         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           December 13, 2002
---------------------------    and a Director
William Harral, III

/s/ Wade H. Roberts, Jr.       President, Chief Executive      December 13, 2002
---------------------------    Officer and a Director
Wade H. Roberts, Jr.           (principal executive officer)

/s/ Stephen E. Markert, Jr.    Vice President - Finance and    December 13, 2002
---------------------------    Chief Financial Officer
Stephen E. Markert, Jr.        (principal financial and
                               accounting officer)

/s/ Peter R. Dachowski         Director                        December 13, 2002
---------------------------
Peter R. Dachowski

                                      II-5
/s/ Kevin P. Dowd              Director                        December 13, 2002
---------------------------
Kevin P. Dowd

/s/ Robert I. Harries          Director                        December 13, 2002
---------------------------
Robert I. Harries

/s/ Pamela S. Lewis            Director                        December 13, 2002
---------------------------
Pamela S. Lewis

/s/ George MacKenzie           Director                        December 13, 2002
---------------------------
George MacKenzie

/s/ John A. H. Shober          Director                        December 13, 2002
---------------------------
John A. H. Shober

                                      II-6
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in Blue Bell, Pennsylvania on December
13, 2002.

                                         C&D TECHNOLOGIES SAVINGS PLAN

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

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

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

            (5)         Determination  letter  of the Internal  Revenue  Service
                        with regard to the C&D  Technologies  Savings Plan dated
                        May 22, 2002.

            (23)        Consent of PricewaterhouseCoopers LLP.

            (24)        Power  of  Attorney  (included  on the  signature  pages
                        hereto).
Exhibit 5

INTERNAL REVENUE SERVICE                              DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH  45201
                                      Employer Identification Number:
Date:  May 22, 2002                    13-3314599
                                      DLN:
C&D TECHNOLOGIES INC.                  17007053023032
C/O STEVEN G SCHAFFER                 Person to Contact:
POWELL GOLDSTEIN FRAZER & MURPHY       MARCIA J BERNSTEIN        ID# 11160
191 PEACHTREE ST NE 16TH FLR          Contact Telephone Number:
ATLANTA, GA 30303-0000                 (877) 829-5500
                                      Plan Name:
                                       C&D TECHNOLOGIES SAVINGS PLAN

                                      Plan Number:  001

Dear Applicant:

     We have made a favorable  determination  on the plan identified above based
on the information you have supplied.  Please keep this letter,  the application
forms submitted to request this letter and all correspondence  with the Internal
Revenue Service  regarding your  application for a determination  letter in your
permanent records. You must retain this information to preserve your reliance on
this letter.

     Continued  qualification  of the plan under its present form will depend on
its  effect  in  operation.  See  section  1.401-1  (b)  (3) of the  Income  Tax
Regulations. We will review the status of the plan in operation periodically.

     The enclosed  Publication  794 explains the  significance  and the scope of
this favorable determination letter based on the determination requests selected
on your application  forms.  Publication 794 describes the information that must
be  retained  to have  reliance  on this  favorable  determination  letter.  The
publication  also  provide  examples of the effect of a plan's  operation on its
qualified  status and discusses the reporting  requirements for qualified plans.
Please read Publication 794.

     This  letter  relates  only to the status of your plan  under the  Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

     This  determination is subject to your adoption of the proposed  amendments
submitted in your letter dated May 8, 2002.  The proposed  amendments  should be
adopted on or before the date prescribed by the  regulations  under Code section
401 (b).

     This  determination  letter is applicable for the amendment(s)  executed on
February 13, 2002.

     This letter considers the changes in qualification requirements made by the
Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job Protection
Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment
Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act

                                                           Letter   835  (DO/CG)
-2-

C&D TECHNOLOGIES INC

of 1997, Pub. L. 105-34,  the Internal Revenue Service  Restructuring and Reform
Act of 1998, Pub. L. 105-206,  and the Community Renewal Tax Relief Act of 2000,
Pub. L. 106-554.

     This letter may not be relied on with respect to whether the plan satisfies
the  requirements  of section  401 (a) of the Code,  as amended by the  Economic
Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

     The  requirement   for  employee   benefits  plans  to  file  summary  plan
descriptions  (SPD) with the U.S.  Department of Labor was eliminated  effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

     We have sent a copy of this letter to your  representative  as indicated in
the power of attorney.

     If you have  questions  concerning  this matter,  please contact the person
whose name and telephone number are shown above.

                                             Sincerely yours,

                                             /s/ Paul T. Shultz

                                             Paul T. Shultz
                                             Director,
                                             Employee Plans Rulings & Agreements

Enclosures:
Publication  794

                                                           Letter   835  (DO/CG)
Exhibit 23

                       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  5,  2002  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, 2002.

We also consent to the incorporation by reference in this Registration Statement
of our report dated June 21, 2002 relating to the financial  statements,  which
appears in the Annual Report of C&D  Technologies  Savings Plan on Form 11-K for
the year ended December 31, 2001.

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

Philadelphia, Pennsylvania
December 13, 2002