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

                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):

                                January 29, 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)



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Item 7. 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  January 29, 2004



Item 9. Regulation FD Disclosure.

The Company announced that it has received an order valued at over $1 million
for its BA-5390 and UBI-2590 military batteries from one of its U.S. battery
distributors. Battery deliveries will begin immediately and will be completed by
March 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:  January 29, 2004              By:      /s/Peter F. Comerford
                                               ---------------------
                                               Peter F. Comerford
                                               Vice President - Administration &
                                               General Counsel




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                                INDEX TO EXHIBITS

(99)     Additional Exhibits

         99.1     Press Release dated January 29, 2004




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                                                                    Exhibit 99.1

Ultralife Batteries, Inc. Receives $1 Million Order for Primary and
Rechargeable Military Batteries

    NEWARK, N.Y.--(BUSINESS WIRE)--Jan. 29, 2004--Ultralife Batteries,
Inc. (NASDAQ: ULBI) has received an order valued at over $1 million
for its BA-5390 and UBI-2590 military batteries from one of its U.S.
battery distributors. Battery deliveries will begin immediately and
will be completed by March 2004.
    John Kavazanjian, Ultralife's president and chief executive
officer, said, "We are pleased to receive this order from one of our
established military battery distributors, which confirms the ongoing
need for both our advanced primary and rechargeable military
batteries."
    The BA-5390/U is a lithium/manganese dioxide primary
(non-rechargeable) battery, and, with 50 percent more energy, is an
alternative to the lithium/sulfur dioxide BA-5590/U battery, the most
widely used military battery in the U.S. Armed Forces. The BA-5390/U
provides soldiers with the latest and best primary 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 Army.
    The UBI-2590 is a lithium-ion rechargeable version of the BA-5390
battery, and provides both increased operating time and lighter weight
than the BB-390 Nickel-Metal Hydride battery currently in widespread
use. Both batteries can be 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.

    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 and research facility, is located in
Abingdon, U.K. Both facilities are ISO-9001 certified.

    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.

    Detailed information on Ultralife is available at the Company's
web site, www.ultralifebatteries.com.

    Ultralife(R) and Ultralife HiRate(R) are registered trademarks
Ultralife Batteries, Inc.

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