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):

                                February 5, 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)









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 February 5, 2004



Item 12. Results of Operations and Financial Condition.

On February 5, 2004, Ultralife Batteries, Inc. announced its financial results
for the quarter and year ended December 31, 2003. Refer to the attached Exhibit
99.1 for the entire text of the release, which Exhibit is being furnished and
not filed, and which shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934 except
as expressly set forth by specific reference in any such filing.




                                    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 5, 2004               By:      /s/ Robert W. Fishback
                                                ----------------------
                                                Robert W. Fishback
                                                Vice President of Finance &
                                                Chief Financial Officer










                                Index to Exhibits





(99)     Additional Exhibits

99.1     Press Release dated February 5, 2004

                                                                    Exhibit 99.1

           Ultralife Batteries, Inc. Reports Fourth Quarter
     Results - Operating Income Amounts to $2.3 Million on Record
Revenues of $24.0 Million; Full Year 2003 Revenues Reach $79.5 Million

   NEWARK, N.Y.--(BUSINESS WIRE)--Feb. 5, 2004--Ultralife Batteries,
Inc. (NASDAQ: ULBI) today reported operating income of $2.3 million on
record quarterly revenues of $24.0 million for its fourth quarter
ended December 31, 2003. Net income was $2.2 million, or $0.15 per
diluted share. For the comparable period last year, the Company
reported an operating loss of $1.7 million and a net loss of $0.4
million, or $0.03 per share.
   Revenues for the fourth quarter nearly tripled to $24.0 million
compared to $8.8 million in the same quarter last year on the strength
of orders for HiRate(R) batteries, mainly the BA-5390 batteries used
by military organizations in a variety of communications and weapons
systems. Gross margin rose to $5.3 million, or 22% of revenues,
compared with $0.8 million, or 9% of revenues, in the same period last
year reflecting sales and production volume increases and improved
manufacturing efficiencies. Operating expenses were $3.0 million, an
increase of $0.5 million over last year due to increased selling and
administrative costs associated with managing a growing business.

   Full year 2003 financial highlights include:

   --  Revenues reached $79.5 million, up 140% over 2002

   --  Gross margin increased nearly six-fold to $17.1 million from
        $2.9 million in 2002

   --  As a percent of revenues, gross margin expanded from 9% to 22%

   --  Operating income was $6.0 million, or 7.5% of revenues,
        compared to an operating loss of $21.8 million, including a
        $14.3 million impairment charge, in 2002

   --  Net income amounted to $6.4 million, or $0.46 per diluted
        share, versus a net loss of $22.4 million, or $1.75 per share,
        in 2002

   "We hit the ground running at the beginning of 2003, breaking
through to profitability in the first quarter, and have not slowed
down," said John Kavazanjian, president and chief executive officer.
"This year's outstanding performance is a clear affirmation of the
strategy Ultralife put in place four years ago: improve manufacturing
processes and asset management; target promising markets that are
advantaged by our lithium technology - military, medical devices,
automotive telematics, safety and security, and search and rescue;
and, organize manufacturing operations to enable cost-efficient
customization. To date, our dramatic success with the military market
has enabled us to build volumes and establish a platform for growth
into our targeted commercial sectors."
   Added Kavazanjian, "We are especially proud of having delivered
four consecutive quarters of explosive revenue growth, operating
profit, net income and positive operating cash flow in 2003. A
combination of escalating demand from the military for portable
electronic equipment, market share gains in the military market,
expanding OEM relationships and orders for emerging commercial
applications drove revenue growth. In addition, we demonstrated the
returns to scale of the business model, achieving gross margin and
operating margin expansion."

   Outlook

   For the first quarter ending March 27, 2004, management projects
operating income will reach approximately $3.0 million on revenues of
approximately $26.0 million. This compares to operating income of $0.6
million on revenues of $15.4 million in the comparable quarter in
2003. In addition, based on current order flow, the company
anticipates sequential revenue growth for the second quarter. As a
result, management now expects full year operating income of
approximately $12 million on total revenues of approximately $104
million. This compares to the previous guidance for 2004 of $11
million in operating income on $100 million in sales.
   Kavazanjian concluded, "At Ultralife we have set our sights on
moving toward $200 million in revenue over the next few years as we
firmly establish our position as the leading supplier of power
solutions for diverse applications that need high-energy density,
reliable, non-rechargeable and rechargeable power sources, leveraging
our expertise in lithium chemistries. By continuing to exploit
opportunities in our target markets and gain manufacturing
efficiencies, we intend to move toward a 15% operating margin within
the next couple years."

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

   Conference Call Information

   Investors are invited to listen to a live webcast of the
conference call at 10:00 a.m. ET on February 5 at
www.ultralifebatteries.com/invest.asp. To listen to the live call,
please go to the web site at least fifteen minutes early to download
and install any necessary audio software. For those who cannot listen
to the live broadcast, a replay of the webcast will be available
shortly after the call at the same location for 90 days. Investors may
also listen to a telephone replay of the conference call by dialing
800-428-6051, Reservation #331113, starting at 12:00 p.m. ET February
5 until 12:00 p.m. ET February 12.


                      ULTRALIFE BATTERIES, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
               (In Thousands, Except Per Share Amounts)
                             (unaudited)

- ----------------------------------------------------------------------

                                     Three Month       Twelve Month
                                     Period Ended      Period Ended
                                  December December  December December
                                      31,      31,      31,      31,
                                     2003     2002     2003     2002
                                  -------- -------- -------- ---------

Revenues:
  Battery sales                   $24,015   $8,659  $78,598   $32,703
  Technology contracts                 23       93      852       336
                                  -------- -------- -------- ---------
Total revenues                     24,038    8,752   79,450    33,039

Cost of products sold:
  Battery costs                    18,720    7,965   61,920    29,895
  Technology contracts                  5       24      434       245
                                  -------- -------- -------- ---------
Total cost of products sold        18,725    7,989   62,354    30,140
                                  -------- -------- -------- ---------

Gross margin                        5,313      763   17,096     2,899

Operating expenses:
  Research and development            622      629    2,505     3,243
  Selling, general, and
   administrative                   2,363    1,872    8,610     7,177
  Impairment of long-lived assets       -        -        -    14,318
                                  -------- -------- -------- ---------
Total operating expenses            2,985    2,501   11,115    24,738
                                  -------- -------- -------- ---------

Operating income (loss)             2,328   (1,738)   5,981   (21,839)

Other income (expense):
  Interest, net                      (140)     (69)    (520)     (352)
  Equity loss in UTI                    -     (314)       -    (2,452)
  Gain on sale of UTI Stock             -    1,459        -     1,459
  Gain from forgiveness of debt /
   grant                                -        -      781         -
  Miscellaneous                       128      287      311       773
                                  -------- -------- -------- ---------
Income (loss) before income taxes   2,316     (375)   6,553   (22,411)

Income taxes                          106        -      106         -
                                  -------- -------- -------- ---------

Net income (loss)                  $2,210    $(375)  $6,447  $(22,411)
                                  ======== ======== ======== =========


Earnings (loss) per share - basic   $0.16   $(0.03)   $0.49    $(1.75)
                                  ======== ======== ======== =========
Earnings (loss) per share -
 diluted                            $0.15   $(0.03)   $0.46    $(1.75)
                                  ======== ======== ======== =========


Average shares outstanding - basic 13,501   12,825   13,132    12,786
                                  ======== ======== ======== =========
Average shares outstanding -
 diluted                           14,537   12,825   13,917    12,786
                                  ======== ======== ======== =========


                      ULTRALIFE BATTERIES, INC.
                      CONSOLIDATED BALANCE SHEETS
               (In Thousands, Except Per Share Amounts)
                             (unaudited)

- ----------------------------------------------------------------------



                                                     December December
                                                        31,      31,
                       ASSETS                           2003     2002
                                                     -------- --------

Current assets:
   Cash and investments                                 $882   $1,374
   Trade accounts receivable, net                     17,803    6,200
   Inventories                                        10,209    5,813
   Prepaid expenses and other current assets           3,662      968
                                                     -------- --------
     Total current assets                             32,556   14,355

Property and equipment                                18,213   15,336

Other assets                                           1,583    1,683
                                                     -------- --------

   Total Assets                                      $52,352  $31,374
                                                     ======== ========

        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Short-term debt and current portion of long-term
    debt                                              $8,295     $816
   Accounts payable                                    6,385    4,283
   Other current liabilities                           3,174    2,045
                                                     -------- --------
      Total current liabilities                       17,854    7,144

Long-term debt and capital lease obligations              68    1,987

Shareholders' equity:
   Common stock, par value $0.10 per share             1,430    1,358
   Capital in excess of par value                    120,626  115,251
   Accumulated other comprehensive loss                 (723)  (1,016)
   Accumulated deficit                               (84,525) (90,972)
                                                     -------- --------
                                                      36,808   24,621
   Less --Treasury stock, at cost                      2,378    2,378
                                                     -------- --------
       Total shareholders' equity                     34,430   22,243
                                                     -------- --------

Total Liabilities and Shareholders' Equity           $52,352  $31,374
                                                     ======== ========

    CONTACT: Company Contact:
             Ultralife Batteries, Inc.
             Robert W. Fishback, 315-332-7100
             bfishback@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, 212-201-6635
             ctaitt@lhai.com