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):

                                 April 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)




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 April 29, 2004 Item 12. Results of Operations and Financial Condition. On April 29, 2004, Ultralife Batteries, Inc. reported operating income of $3.4 million on record quarterly revenues of $27.0 million for its first quarter ended March 27, 2004. 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: April 29, 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 April 29, 2004

                                                                    Exhibit 99.1

       Ultralife Batteries, Inc. Reports First Quarter Results;
         Revenues Grow 75% to $27.0 Million From a Year Ago;
                Operating Income Reaches $3.4 Million

    NEWARK, N.Y.--(BUSINESS WIRE)--April 29, 2004--Ultralife
Batteries, Inc. (NASDAQ: ULBI) today reported operating income of $3.4
million on record quarterly revenues of $27.0 million for its first
quarter ended March 27, 2004. Net income was $3.2 million, or $0.22
per diluted share. In the same three-month period in 2003, the Company
reported operating income and net income of $0.6 million and $0.3
million, respectively, and $0.02 diluted earnings per share.
    Revenues for the first quarter of 2004 increased $11.6 million
from $15.4 million in 2003, a 75% improvement. Continued strength in
military orders for HiRate(R) batteries was the primary factor for
this growth, in addition to an increase in sales of rechargeable
batteries to both commercial and military customers.
    Gross margin nearly doubled, rising to $6.3 million, or 23% of
revenues, from $3.2 million last year, or 20% of revenues, as a result
of the higher sales and production volumes and continuing improvements
in manufacturing efficiencies. Operating expenses amounted to $3.0
million for the quarter, or 11% of revenues, reflecting an increase of
$0.4 million over last year due to higher costs necessary to support a
significantly larger and growing business.
    John Kavazanjian, president and chief executive officer, said,
"This quarter's performance highlights our continued delivery of high
quality products to the military, success in penetrating markets for
rechargeable batteries, and growing activity to design and provide
power solutions for a variety of commercial applications in our target
markets. With the recent investments we have made in capital equipment
programs that are helping us to eliminate capacity constraints, we are
nearing a point where we will have the added capacity to realize even
better operating efficiencies.
    "Looking ahead, we are still excited about growth prospects with
the military market as our favored battery chemistry continues to take
market share," added Mr. Kavazanjian. "We're also experiencing
extremely high levels of interest and growth in commercial markets, as
evidenced by the sizable increase in rechargeable sales this quarter.
We remain focused on targeting markets and applications where our
products add value, and believe that our strategy will allow us to
continue to achieve increasing returns to scale as we grow the
business."

    Outlook

    For the second quarter ending June 26, 2004, management projects
operating income will reach approximately $3.5 million on revenues of
approximately $28.0 million. This compares to operating income of $1.9
million on revenues of $20.1 million in the comparable quarter in
2003. For the full year, management is adjusting its guidance to
reflect the better than expected first quarter performance while
reaffirming its outlook for the second half of the year. As a result,
management now expects full year operating income of approximately
$12.5 million on total revenues of approximately $106 million. This
compares to the previous guidance for 2004 of $12 million in operating
income on $104 million in sales.

    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: 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.

    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 April 29 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 #346894, starting at 12:00 p.m. ET April 29
until 12:00 p.m. ET May 6.

    Ultralife and HiRate are registered trademarks of Ultralife
    Batteries, Inc.


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

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

                                                       Three Month
                                                       Period Ended
                                                       March   March
                                                        27,      29,
                                                       2004     2003
                                                     -------- --------
Revenues:
  Battery sales                                      $26,696  $15,012
  Technology contracts                                   292      416
                                                     -------- --------
Total revenues                                        26,988   15,428

Cost of products sold:
  Battery costs                                       20,407   12,055
  Technology contracts                                   249      214
                                                     -------- --------
Total cost of products sold                           20,656   12,269
                                                     -------- --------

Gross margin                                           6,332    3,159

Operating expenses:
  Research and development                               503      585
  Selling, general, and administrative                 2,471    1,962
                                                     -------- --------
Total operating expenses                               2,974    2,547
                                                     -------- --------

Operating income                                       3,358      612

Other income (expense):
  Interest, net                                         (105)     (91)
  Miscellaneous                                           61     (210)
                                                     -------- --------
Income before income taxes                             3,314      311

Income taxes                                              79        -
                                                     -------- --------

Net income                                            $3,235     $311
                                                     ======== ========


Earnings per share - basic                             $0.23    $0.02
                                                     ======== ========
Earnings per share - diluted                           $0.22    $0.02
                                                     ======== ========


Average shares outstanding - basic                    13,772   12,852
                                                     ======== ========
Average shares outstanding - diluted                  14,890   12,938
                                                     ======== ========

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

                                                       March  December
                                                        27,      31,
                       ASSETS                          2004     2003
                                                     -------- --------

Current assets:
   Cash and investments                               $1,187     $880
   Trade accounts receivable, net                     20,487   17,803
   Inventories                                        13,970   10,209
   Prepaid expenses and other current assets           3,382    3,664
                                                     -------- --------
     Total current assets                             39,026   32,556

Property and equipment                                17,976   18,213

Other assets                                           1,558    1,583
                                                     -------- --------
   Total Assets                                      $58,560  $52,352
                                                     ======== ========

        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Short-term debt and current portion of long-term
    debt                                              $5,940   $8,295
   Accounts payable                                    8,730    6,385
   Other current liabilities                           3,328    3,174
                                                     -------- --------
      Total current liabilities                       17,998   17,854

Long-term debt and capital lease obligations              68       68

Shareholders' equity:
   Common stock, par value $0.10 per share             1,477    1,430
   Capital in excess of par value                    123,338  120,626
   Accumulated other comprehensive loss                 (653)    (723)
   Accumulated deficit                               (81,290) (84,525)
                                                     -------- --------
                                                      42,872   36,808
   Less --Treasury stock, at cost                      2,378    2,378
                                                     -------- --------
       Total shareholders' equity                     40,494   34,430
                                                     -------- --------

Total Liabilities and Shareholders' Equity           $58,560  $52,352
                                                     ======== ========


    CONTACT: Ultralife Batteries, Inc.
             Robert W. Fishback, 315-332-7100
             bfishback@ulbi.com
             or
             Lippert/Heilshorn & Associates, Inc.
             Investor Relations Contact:
             Jody Burfening, 212-838-3777
             jburfening@lhai.com
             or
             Lippert/Heilshorn & Associates, Inc.
             Media Contact:
             Chenoa Taitt, 212-201-6635
             ctaitt@lhai.com