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):

                                February 28, 2005

                            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 has received two
orders with a combined value in the mid six-figure range, from its New Zealand
distributor, Power Technology Components Ltd., for two types of advanced smart
lithium ion rechargeable batteries to power training systems developed by Oscmar
International Ltd. 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 February 28, 2005.


                                    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: February 28, 2005.                   By: /s/ Peter F. Comerford
                                                --------------------------------
                                                Peter F. Comerford
                                                Vice President of Administration
                                                & General Counsel




                                INDEX TO EXHIBITS

(99) Additional Exhibits

     99.1 Press Release dated February 28, 2005.

EX-99.1

                                                                    Exhibit 99.1

  Ultralife Batteries, Inc. Receives Rechargeable Battery Orders to
   Power Military Training Systems in Australia and Southeast Asia

    NEWARK, N.Y.--(BUSINESS WIRE)--Feb. 28, 2005--Ultralife Batteries,
Inc. (NASDAQ: ULBI) has received two orders with a combined value in
the mid six-figure range, from its New Zealand distributor, Power
Technology Components Ltd., for two types of advanced smart lithium
ion rechargeable batteries to power training systems developed by
Oscmar International Ltd. The batteries will power portions of the
Live Simulation, Range Instrumentation and Training Information System
to be used by the Southeast Asian and Australian Defence Forces.
Deliveries are expected to begin in April 2005 and be completed by May
2006.
    John D. Kavazanjian, Ultralife's president and chief executive
officer, said, "These orders illustrate the success of our strategy to
grow our military battery business internationally by leveraging
product developed for the U.S. military. With the distribution network
we now have in place around the world, we anticipate growing this
component of our business in 2005 and beyond."
    Ultralife's advanced smart lithium ion battery technology was
originally developed for the U.S. Army Land Warrior program.
Ultralife's custom-engineered SmartCircuit(TM) technology provides the
battery, charger and application with continuous information about the
battery's state-of-charge and allows for continuous monitoring of the
battery's condition while conserving power intelligently.
    Oscmar International's vest-worn, laser based, tactical engagement
simulators are primarily used in force-on-force exercises to enhance
training in battle craft skills. The simulators will be used to train
and evaluate combat team leaders and their combined arms teams in a
realistic battlefield environment and to provide replication of
force-on-force engagements, battlefield stress and other battlefield
effects.

    About Ultralife Batteries, Inc.

    Ultralife is a global provider of power solutions for diverse
applications. The company develops, manufactures and markets a wide
range of non-rechargeable and rechargeable batteries, charging systems
and accessories for use in military, industrial and consumer portable
electronic products. Through its range of standard products and
engineered solutions, Ultralife is able to provide the next generation
of power systems. Industrial, retail and government customers include
General Dynamics, Philips Medical Systems, Energizer, Kidde Safety,
Lowe's, 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.

    About Oscmar International Limited

    Based in Auckland, New Zealand, OSCMAR International Limited, a
unit of Cubic Corporation (AMEX:CUB) is a leading supplier of training
systems for defence forces around the world. The Oscmar simulators
allow the users to train troops in the field providing a high level of
realism, enforcing correct procedures and yielding outcomes that would
be expected in actual operation. Oscmar's position as a leading
supplier of training equipment has been established over a history
spanning more than 12 years. In that time over 50,000 simulators and
Combat Training Center systems have been supplied to customers into 16
countries. Additional information about Oscmar International Ltd. is
available at www.oscmar.com. For information about Cubic Corporation
visit www.cubic.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
             Lippert/Heilshorn & Associates, Inc.
             Investor Relations Contact:
             Jody Burfening, 212-838-3777
             jburfening@lhai.com
             or
             Media Contact:
             Chenoa Taitt, 212-201-6635
             ctaitt@lhai.com