SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CHOLMONDELEY PAULA H (Last) (First) (Middle) 2000 TECHNOLOGY PARKWAY (Street) NEWARK NY 14513 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ULTRALIFE BATTERIES INC [ ULBI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.10 par value								2,065	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock $.10 par value	$17.12	03/31/2005		A		3,000		03/31/2005	03/31/2012	Common Stock ; $.10 par value	3,000	$0	3,000	D

Explanation of Responses:

Remarks:

	/s/Peter F. Comerford, attorney-in-fact for Paula Cholmondeley	04/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

PAULA H.J. CHOLMONDELEY

LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby
makes, constitutes and appoints each of Peter F. Comerford
and Robert W. Fishback, each acting individually, as the
undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of
and in the name, place and stead of the undersigned to:

(1)	prepare, execute, acknowledge, deliver and file any
and all Forms including without limitation Forms 4 and 5
(including any amendments thereto) with respect to the
securities of Ultralife Batteries, Inc., a Delaware corporation
(the "Company"), with the United States Securities and
Exchange Commission, any national securities exchanges and
the Company, as considered necessary or advisable under
Section 16(a) of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended
from time to time (the "Exchange Act");
(2)	seek or obtain, as the undersigned's representative
and on the undersigned's behalf, information on transactions
in the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such person to
release any such information to the undersigned's representative
and approves and ratifies any such release of information; and
(3)	perform any and all other acts which in the discretion of
such attorney-in-fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:
(1)	this Limited Power of Attorney authorizes, but does
not require, each such attorney-in-fact to act in their
discretion on information provided to such attorney-in-fact
without independent verification of such information;
(2)	any documents prepared and/or executed by either
such attorney-in-fact on behalf of the undersigned pursuant
to this Limited Power of Attorney will be in such form and
will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary
or desirable;(3)	neither the Company nor either of such
attorneys-in fact assumes (i) any liability for the
undersigned's responsibility to comply with the requirement
of the Exchange Act, (ii) any liability of the undersigned
for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for
profit disgorgement under Section 16(b) of the Exchange Act;
and (4)	this Limited Power of Attorney does not relieve
the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including
without limitation, the reporting requirements under Section
16 of the Exchange Act.

The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform
all and every act and thing whatsoever requisite, necessary
or appropriate to be done in and about the foregoing matters
as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned,
shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney. This Limited Power of Attorney shall remain
in full force and effect until revoked by the undersigned in a
signed writing delivered to each such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited
Power of Attorney to be executed as of this 3rd day of
March, 2005.

/s/ Paula H. J. Cholmondeley
Signature

Paula H. J. Cholmondeley
Print Name

STATE OF NEW YORK	)ss:
COUNTY OF WAYNE	)

	On this 3rd day of March 2005, before me personally
came Paula H. J. Cholmondeley to me known and known to me to be the individual
described in, and who executed the foregoing instrument, and the
above-named person acknowledged to me that said person executed
the same.

/s/ Peter F. Comerford
Notary Public
State of New York