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 3, 2006

                            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))


                                       1




Item 7.01. Regulation FD Disclosure.

Ultralife Batteries, Inc. (the "Company") has been awarded a new contract and
order for its BA-5390 battery, valued at approximately $1.7 million, by the U.S.
Defense Department. Deliveries are expected to be completed this quarter. 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 3, 2006.


                                       2




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 3, 2006                By: /s/Peter F. Comerford
                                            ------------------------------------
                                            Peter F. Comerford
                                            Vice President of Administration &
                                            General Counsel


                                       3

EX-99.1

                                                                    Exhibit 99.1

      Ultralife Batteries Awarded $1.7 Million BA-5390 Battery Contract by
                             U.S. Defense Department


     NEWARK, N.Y.--(BUSINESS WIRE)--Feb. 3, 2006--Ultralife Batteries, Inc.
(NASDAQ: ULBI) has been awarded a new contract for its BA-5390 battery, valued
at approximately $1.7 million, by the U.S. Defense Department. Deliveries are
expected to be completed this quarter. This contract, which is independent of
the company's Next Gen II, Phase IV five-year battery contract, includes a 100
percent add-on purchase option through June 2006 having the same value.
     "Field usage for BA-5390 batteries continues to be strong, and continued
reaffirmation by the Department of Defense of their strategy to migrate rapidly
to lithium/manganese dioxide batteries will further strengthen Ultralife's
leadership position in this market," said John D. Kavazanjian, Ultralife's
president and chief executive officer. "This contract will provide the military
with needed inventory while they begin to transition to our new BA-5390A battery
with state-of-charge indicator."
     The BA-5390 is a lithium/manganese dioxide non-rechargeable battery, and,
with 50 percent more energy, is an alternative to the lithium/sulfur dioxide
BA-5590 battery, the most widely used military battery in the U.S. Armed Forces.
The BA-5390 is widely used to power more than 50 military applications, such as
the AN/PRC-119 SINCGARS (Single Channel Ground and Airborne Radio System) and
the Javelin Medium Anti-Tank Missile Command Launch Unit. The BA-5390 provides
soldiers with the latest and best battery technology in a cost effective manner.
More energy in each battery provides longer mission time with fewer batteries
for soldiers to carry, and fewer batteries to ship and dispose of, all of which
reduce cost to the military.

     About Ultralife Batteries, Inc.

     Ultralife is a global provider of high-energy power systems 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 portfolio of standard products and engineered solutions, Ultralife
is at the forefront of providing the next generation of power systems.
Industrial, retail and government customers include General Dynamics, Philips
Medical Systems, General Motors, Energizer, Kidde Safety, Lowe's, Radio Shack
and the national defense agencies of the United States, United Kingdom, Germany
and Australia, among others.
     Ultralife's headquarters, principal manufacturing and research facilities
are in Newark, New York, near Rochester. Ultralife Batteries (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 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.
             Pete Comerford, 315-332-7100
             pcomerford@ulbi.com
             or
             Lippert/Heilshorn & Associates, Inc.
             Investor Relations:
             Jody Burfening, 212-838-3777
             jburfening@lhai.com
             or
             Media:
             Chenoa Taitt, 212-201-6635
             ctaitt@lhai.com