8-K

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

                                    FORM 8-K

                                 Current Report
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):

                                December 23, 2004

                            ULTRALIFE BATTERIES, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                                    --------
         (State or other jurisdiction of incorporation or organization)

                   0-20852                             16-1387013
                   -------                             ----------
          (Commission File Number)        (I.R.S. Employer Identification No.)

                 2000 Technology Parkway, Newark, New York 14513
                 -----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (315) 332-7100
                                 --------------
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b)

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Ultralife Batteries, Inc. (the "Company") announced that it and its U.K.
subsidiary have been awarded the 60 percent and the 40 percent shares,
respectively, of the Next Gen II, Phase IV five-year battery production
contracts by the U.S. Defense Department. The Company's press release is
attached as Exhibit 99.1 to this Form 8-K, and the information set forth therein
is furnished under item 7.01.


Item 9.01. Financial Statements, Pro Forma Financials and Exhibits.

          (a)  Financial Statements of Business Acquired.

               Not applicable.

          (b)  Pro Forma Financial Information.

               Not applicable.

          (c)  Exhibits.

               99.1     Press Release dated December 23, 2004


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        ULTRALIFE BATTERIES, INC.

Dated:  December 23, 2004               By: /s/Peter F. Comerford
                                            ---------------------
                                            Vice President of Administration &
                                            General Counsel

                                       2

                                INDEX TO EXHIBITS

(99)     Additional Exhibits

99.1     Press Release dated December 23, 2004


                                       3

EX-99.1

                                                                    Exhibit 99.1

Ultralife Batteries, Inc. And Its U.K. Subsidiary Win Entire Next Gen II, Phase
IV Army Battery Award; Combined Contracts Valued at up to $286 Million over Five
Years

    NEWARK, N.Y.--(BUSINESS WIRE)--Dec. 23, 2004--Ultralife Batteries,
Inc. (NASDAQ: ULBI) and its U.K. subsidiary have been awarded the 60
percent and the 40 percent shares, respectively, of the Next Gen II,
Phase IV five-year battery production contracts by the U.S. Defense
Department. These contracts, which could reach a maximum value of $286
million, are for the production of five types of primary
(non-rechargeable) lithium-manganese dioxide batteries for the U.S.
Military. Production shipments of each battery type will commence
following qualification. Consistent with its previous guidance, the
Company expects to recognize some revenue under these contracts in the
second quarter of 2005, with substantial revenues anticipated in the
second half.
    "We have achieved another great milestone with this largest
contract win in our company's history," said John D. Kavazanjian,
Ultralife's president and chief executive officer. "This award
supports the U.S. Military's goal of converting from lithium-sulfur
dioxide to lithium-manganese dioxide batteries, as most of the major
lithium battery types used by the military will now be available in
this high-performance chemistry. It is also a powerful validation of
our strategy of applying our leadership technology to markets in which
it is advantaged. Combined with the award of the Next Gen II Small
Cylindrical Battery contract, which we received in 2002, this new
multi-year contract solidifies our position in the military market,
one element of our strategic plan to achieve annual revenues of $200
million within the next three to five years."
    NextGen II is the U.S. Military's five-year battery procurement
strategy. The Phase IV production contracts were awarded to
Ultralife's U.S. and U.K. operations to provide five types of primary
(non-rechargeable) lithium-manganese dioxide batteries. The five
battery types - BA-5390/U, BA-5312/U, BA-5398/U, BA-5388/U and
BA-5357/U - comprise the Rectangular Lithium Manganese Dioxide Battery
Group. A major objective of this five-year procurement strategy is to
establish and maintain a production base of a sufficient capacity to
timely meet peacetime demands and have the ability to surge quickly to
meet deployment demands.
    The BA-5390/U, the most widely used of the five battery types, is
a 15 or 30-volt battery used to power the PRC-119 SINCGARS (Single
Channel Ground and Airborne Radio System), as well as more than 50
other applications. The BA-5312/U is a 12-volt battery used in the
PRC-112 survival radio. The BA-5398/U is a 15-volt battery used in the
PRC-77 radio and other applications. The BA-5388 is a 15-volt battery
used in the PRC-126 and other handheld radios, and the BA-5357 is a 15
or 30-volt battery used in the PSG-2A message device and other
applications.

    About Ultralife Batteries, Inc.

    Ultralife is a leading developer, manufacturer, and marketer of
standard and customized lithium primary (non-rechargeable), lithium
ion and lithium polymer rechargeable batteries. Ultralife's
high-energy batteries use advanced lithium technology and are used in
military, industrial and consumer portable electronic products.
Through its range of standard products and ability to customize for a
wide range of applications, Ultralife is able to provide the next
generation of battery solutions. OEM, retail and government customers
include Energizer, Kidde Safety, Philips Medical Systems, Radio Shack
and the national defense agencies of the United States and United
Kingdom, among others.
    Ultralife's headquarters, principal manufacturing and research
facilities are in Newark, New York, near Rochester. Ultralife (UK)
Ltd., a second manufacturing facility, is located in Abingdon, U.K.
Both facilities are ISO-9001 certified. Detailed information about
Ultralife is available at www.ultralifebatteries.com.

    This press release may contain forward-looking statements based on
current expectations that involve a number of risks and uncertainties.
The potential risks and uncertainties that could cause actual results
to differ materially include: worsening global economic conditions,
increased competitive environment and pricing pressures, disruptions
related to restructuring actions and delays. Further information on
these factors and other factors that could affect Ultralife's
financial results is included in Ultralife's Securities and Exchange
Commission (SEC) filings, including the latest Annual Report on Form
10-K.
    Ultralife(R) is a registered trademark of Ultralife Batteries,
Inc.

    CONTACT: Ultralife Batteries, Inc.
             Peter Comerford, 315-332-7100
             pcomerford@ulbi.com
                            or
             Investor Relations:
             Lippert/Heilshorn & Associates, Inc.
             Jody Burfening, 212-838-3777
             jburfening@lhai.com
                            or
             Media:
             Lippert/Heilshorn & Associates, Inc.
             Chenoa Taitt, 212-201-6635
             ctaitt@lhai.com