Mail Stop 6010
      February 22, 2006

Mr. Gordon A. Ulsh
President and Chief Executive Officer
Exide Technologies
13000 Deerfield Parkway, Building 200
Alpharetta, Georgia 30004

		RE: 	Exide Technologies
      Form 10-K for the fiscal year ended March 31, 2005
      Filed June 29, 2005
      Amendment No. 1 to Form 10-K
      Filed November 10, 2005
Forms 10-Q for the quarterly periods ended June 30, September 30,
and
December 31, 2005
Amendment No. 1 to Form 10-Q for the quarterly period ended June
30,
2005
			File No.  1-11263

Dear Mr. Ulsh:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Amendment No. 1 to Form 10-K for the fiscal year ended March 31,
2005
and Amendment No. 1 to Form 10-Q for the quarterly period ended
June
30, 2005


1. We note that you amended your Form 10-K and Form 10-Q to file
the
proper certifications in exhibits 31.1 and 31.2.  Since these
certifications relate to the entire filing, the amendment must
include the entire filing.  Please revise your Form 10-K and Form
10-
Q to include the entire filing together with the certifications of
each of your current CEO and CFO.  Refer to question 17 of
Sarbanes
Oxley Act of 2002: Frequently Asked Questions - November 2002,
which
is available on our website.


Form 10-K for the fiscal year ended March 31, 2005 and Forms10-Q
for
the quarterly periods ended June 30, September 30 and December 31,
2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations


2. We note that you combine the predecessor and successor
financial
statements for purposes of your MD&A presentation.  Please amend
your
Form 10-K and Forms 10-Q to include a discussion and analysis of
your
historical U.S. GAAP based financial statements and remove your
non-
GAAP based discussion and presentation, or revise that
presentation
to comply with Item 10 of Regulation S-X with respect to each non-
GAAP measure presented.  Please also note that pro forma
presentations of information should comply with Article 11 of
Regulation S-X.


Form 10-K for the fiscal year ended March 31, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 23

Contractual Obligations, page 44


3. Please revise the following items in your contractual
obligation
disclosure in future fillings or tell us why no revision is
necessary:

* Separately present your long term debt and capital lease
obligations;
* Please tell us why it is appropriate to assume that the Company
obtained a waiver of the Credit Agreement default resulting from
your
going concern qualification for purposes of the presentation in
the
table;
* Include disclosures for all other long term liabilities
reflected
on your balance sheet at March 31, 2005;
* Please tell us and disclose why you do not project interest
payments for periods after 2010, and
* Please tell us why you reflect "unconditional purchase
obligations"
in the table and not "purchase obligations" as defined by Item
303(a)(5) of Regulation S-K.


Note 3 - Summary of Significant Accounting Policies, page F-14

Warranty and Returns, page F-16


4. Please tell us and revise future filings to separately disclose
your accounting policy for warranties and sales returns, since
different accounting and authoritative literature applies to each.
Also it appears as though your rollforward on page F-45 combines
your
warranty and sales return rollforwards.  Please provide us with
and
revise future filings to separately present your warranty and
sales
return rollforwards.  For reference see paragraph 14(b) of FIN 45
and
Rule 12-09 of Regulation S-X.   Additionally please tell us why
you
reduce sales for warranty costs and not cost of sales, citing any
authoritative literature upon which you relied.


Revenue Recognition, page F-17


5. We see from your disclosures on page 25 that you obtain spent-
batteries from your customers.  Please describe the significant
terms
and conditions of those transactions.  Additionally,  please
provide
us with sample journal entries showing how you account for these
transactions and cite the accounting literature upon which you
relied.  Explain how you applied that literature to your facts and
circumstances.  Provide quantitative information to help us
understand the significance of these transactions to your
financial
statements for each period presented.


Note 4 - Warrants, page F-19


6. Please address the following with respect to your warrants
liability:

* Please explain how you analyzed the warrants under SFAS 150 and
EITF 00-19.  Tell us whether or not you considered SFAS 133;
* Please tell us and revise future filings to disclose the
valuation
method used and all significant assumptions for your initial
valuation, including clarifying how you applied Black Scholes
"principles" to ascribe a fair value to the warrants that reflects
the underlying enterprise value of the company; and
* Please tell us why you used quoted market prices for the
valuation
of the warrants as of March 31, 2005 and whether the warrants are
actively traded.  Tell us the quoted market price used for each
warrant.  Explain why you used a different valuation method as of
March 31, 2005 from the one used to initially value the warrants.
Discuss why you believe it is reasonable that the warrants
decreased
in value by $63.1 million from May 6, 2004 to March 31, 2005.

Note 5 - Fresh Start Reporting, page F-21


7.	We note that your "estimated enterprise value" of $1,500,000,
"served as the basis for the Plan approved by the Bankruptcy
Court"
and that you used that figure "to determine the reorganization
value,
which was estimated at $2,729,404."  Please explain in further
detail
how you determined the reorganization value of the company and how
that value meets the requirements of paragraphs 9 and 36 - 38 of
SOP
09-7.


8.	We also note that "[t]he estimated fair values of the
Company`s
assets and liabilities were based upon the work of independent
appraisers and actuaries, as well as internal valuation estimates
of
future cash flows discounted at appropriate current rates."
Please
note that since you incorporate your Form 10-K by reference in a
registration statement you are required to identify the appraisal
firm under "Experts" and include their consent in the registration
statement.  Alternatively you may revise your future filings to
clearly disclose that management is primarily responsible for
estimating for reorganization value.  We will not object if you
wish
to state, in revised disclosure, that management considered a
number
of factors, including valuations or appraisals, when estimating
reorganization.  Regardless of your decision, your disclosure
should
clearly indicate that management is responsible for the valuation.
Please revise future filings accordingly.


9.	Please tell us and revise future filings to include all of
the
disclosures required by paragraph 39 of SOP 90-7, including all
significant matters relating to the determination of
reorganization
value, such as

* The method or methods used to determine reorganization value and
factors such as discount rates, tax rates, the number of years for
which cash flows are projected, and the method of determining
terminal value;
* Sensitive assumptions-that is, assumptions about which there is
a
reasonable possibility of the occurrence of a variation that would
have significantly affected measurement of reorganization value;
and
* Assumptions about anticipated conditions that are expected to be
different from current conditions.


Note 11 - Accounting for Goodwill and Intangibles, page F-28


10.	We see that on December 31, 2004, you wrote off your entire
goodwill balance of $388.5 million which was established in
connection with your fresh start accounting on May 6, 2004.
Please
tell us and revise future filings to disclose your method and
significant assumptions used in calculating your impairment loss.
Please also include a detailed description of the underlying
factors
that led to such a significant impairment charge between May and
December of 2004.


11.	Additionally please tell us how your other intangible assets
were assessed for recoverability when you recorded your goodwill
impairment charge.  Please tell us the specific facts,
assumptions,
and estimates you considered in your impairment analysis
supporting
your conclusion that no impairment of your other intangible assets
existed.


12.	As a related matter please tell us why you determined that
your
trademarks and trades names have indefinite lives.



Note 14 - Debt, page F-29


13.	Please address the following with respect to your $60 million
floating rate convertible senior subordinated notes:

* We see that the conversion is "subject to adjustments in certain
events."  Please tell us and revise future filing to disclose the
events that would adjust the conversion price and how the price
would
be adjusted;
* Please tell us how you considered SFAS 133 and EITF Issue 00-19
in
determining that the debt conversion feature is not an embedded
derivative that you should separate from the debt host and account
for at fair value under SFAS 133; and
* Please then explain how you considered EITF 98-5 and 00-27 with
respect to any beneficial conversion feature.


	As appropriate, please amend your Form 10-K for the fiscal
year
ended March 31, 2005 and Forms10-Q for the quarterly periods ended
June 30, September 30 and December 31, 2005, and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3604 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Angela Crane, Branch Chief, at (202) 551-3554 with any
other
questions.

								Sincerely,



								Kate Tillan
								Assistant Chief Accountant


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Gordon A. Ulsh
Exide Technologies
February 22, 2006
Page 7