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):

                                  June 7, 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") has received an order valued at
approximately $2 million from the U.S. Defense Department for its BA-5372/U
military battery. The order represents another release under Ultralife's Next
Gen II Small Cylindrical battery contract. 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 June 7, 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:  June 7, 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 June 7, 2005.

EX-99.1

                                                                    Exhibit 99.1

 Ultralife Batteries Receives $2 Million U.S. Military Battery Order

    NEWARK, N.Y.--(BUSINESS WIRE)--June 7, 2005--Ultralife Batteries,
Inc. (NASDAQ:ULBI) has received an order valued at approximately $2
million from the U.S. Defense Department for its BA-5372/U military
battery. The order represents another release under Ultralife's Next
Gen II Small Cylindrical battery contract. Deliveries against the new
release are expected to begin in the 3rd quarter of 2006.
    Next Gen II is the U.S. Army's five-year battery procurement
strategy. Phase II of this program included production contracts
awarded to provide three types of non-rechargeable lithium-manganese
dioxide batteries. The three battery types - BA-5372/U, BA-5367/U and
BA-5368/U - comprise the Small Cylindrical Cell Lithium Manganese
Dioxide Battery Group. A major objective of this five-year procurement
strategy is to establish and maintain a domestic production base of a
sufficient capacity to timely meet peacetime demands and have the
ability to surge quickly to meet deployment demands.
    The BA-5372/U battery is used for memory backup primarily for the
AN/PRC-119 MANPACK Single Channel Ground and Airborne Radio System
(SINCGARS), and in numerous other applications including encryption
and cryptographic devices, and the Patriot Missile System.

    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,
England. Both facilities are ISO-9001 certified. Detailed information
on Ultralife is available at the Company's Web site,
www.ultralifebatteries.com.

    This press release contains 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: loss of business with the U.S.
government, worsening global economic conditions, world events,
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 Ultralife Batteries, Inc.

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