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 6, 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))

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Item 7.01. Regulation FD Disclosure.

Ultralife Batteries, Inc. (the "Company") announced that it has received an
order valued at approximately $2.7 million for its new BA-5390A battery with
state-of-charge indicator from the U.S. Defense Department. Deliveries are
expected to begin this quarter and be completed in the second quarter. This is
the first order against the Company's Next Gen II, Phase IV five-year battery
contract and is unrelated to the Company's recently announced order for its
standard BA-5390 battery. 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 6, 2006.



                                    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 6, 2006.                By:  /s/Peter F. Comerford
                                              ---------------------
                                              Vice President of Administration &
                                              General Counsel


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                                INDEX TO EXHIBITS

(99)    Additional Exhibits

        99.1     Press Release dated February 6, 2006.











                                       3

EX-99.1

                                                                    Exhibit 99.1

       Ultralife Batteries Receives $2.7 Million BA-5390A Battery Order;
   First Order for Company's Advanced Battery with State-of-Charge Indicator

    NEWARK, N.Y.--(BUSINESS WIRE)--Feb. 6, 2006--Ultralife Batteries,
Inc. (NASDAQ: ULBI) has received an order valued at approximately $2.7
million for its new BA-5390A battery with state-of-charge indicator
from the U.S. Defense Department. Deliveries are expected to begin
this quarter and be completed in the second quarter. This is the first
order against the company's Next Gen II, Phase IV five-year battery
contract and is unrelated to the company's recently announced order
for its standard BA-5390 battery.
    "This order represents the first lithium/manganese dioxide battery
to be fielded with a state-of-charge indicator and signals the restart
of shipments for this most critical of military batteries," said John
D. Kavazanjian, Ultralife's president and chief executive officer.
"Combined with recent orders for our original BA-5390 and our new
BA-5347 batteries, this places Ultralife in an excellent position to
continue gaining share as the military continues its conversion to
manganese dioxide technology."
    In December 2004, Ultralife announced that its U.S. and U.K.
manufacturing operations were 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
combined contracts could reach a maximum value of $286 million, a
majority of which is related to the BA-5390A battery.
    Next Gen 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
non-rechargeable lithium/manganese dioxide batteries. The five battery
types - BA-5390A, BA-5312, BA-5398, BA-5388 and BA-5357 - comprise the
Rectangular Lithium/Manganese Dioxide Battery Group.
    The BA-5390A is an advanced non-rechargeable lithium/manganese
dioxide battery with built-in state-of-charge indicator, and with 50
percent more energy, is a superior alternative to the lithium/sulfur
dioxide BA-5590 battery. The state-of-charge indicator, which uses
Light Emitting Diodes that are activated by a push-button, displays
the battery's state of charge in five distinct ranges from 90% to 10%
of remaining capacity, providing the user with valuable remaining-life
information. The BA-5390 and its replacement, the BA-5390A, are 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. More
energy in each battery - in some applications providing twice the life
of the sulfur dioxide-based BA-5590 battery - combined with the new
state-of-charge indicator, offers longer mission time with fewer
batteries for soldiers to carry, and fewer batteries to ship and
dispose of, all of which reduce cost for 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.

    Note to editors: A photo of the BA-5390A battery, and other
Ultralife military batteries, are available at:
http://www.ultralifebatteries.com/milphoto

    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