UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment no.2)*

C & D Technologies Inc. (formerly Charter Power, Inc.)
(Name of Issuer)


Common
(Title of Class of Securities)


124661-10-9
(CUSIP Number)


Check the following box if a fee is being paid with this
statement___.  (A fee is not required only if the filing
person:  (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.)  (See Rule 13d-7.)

*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
(?Act?) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

REGULATION OF INVESTMENT ADVISERS

CUSIP No. 124661-10-9	


 1.	NAME OF REPORTING PERSON:
	Paradigm Capital Management, Inc.

        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
	PERSON:
	14-1770168

 2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

              (a) 
              (b) 

 3.	SEC USE ONLY:


 4.	CITIZENSHIP OR PLACE OF ORGANIZATION:
	U.S.A.

 5.	SOLE VOTING POWER
	40,900

 6.	SHARED VOTING POWER
	0

 7.	SOLE DISPOSITIVE POWER
	841,000

 8.	SHARED DISPOSITIVE POWER
	0

 9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
	REPORTING PERSON
	841,000

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (8)
	EXCLUDES CERTAIN SHARES*


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	6.6%

12.	TYPE OF REPORTING PERSON*  Filer is a Registered
	Investment Adviser

Certification:  I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired
in connection with or as a participant in any
transaction having such purpose or effect.

After reasonable inquity to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.


/s
Peter E. Bulger
Senior Vice President
February 5, 1999