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):

                                  June 16, 2005

                            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))


Item 7.01. Regulation FD Disclosure. Ultralife Batteries, Inc. (the "Company") expects second quarter revenue of approximately $21 million, after the U.S. Defense Department informed it that a planned BA-5390 battery procurement will not occur before the end of the second quarter, as originally anticipated in the company's second quarter revenue guidance of approximately $28 million. 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 June 16, 2005. 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: June 16, 2005 By: /s/Robert W. Fishback -------------------------------- Robert W. Fishback Vice President of Finance & CFO 2

INDEX TO EXHIBITS (99) Additional Exhibits 99.1 Press Release dated June 16, 2005. 3

                                                                    Exhibit 99.1

              Ultralife Batteries Updates Second Quarter Guidance;
               2005 Revenue Projected to Grow up to 10% Over 2004


    NEWARK, N.Y.--(BUSINESS WIRE)--June 16, 2005--Ultralife Batteries,
Inc. (NASDAQ: ULBI) expects second quarter revenue of approximately
$21 million, after the U.S. Defense Department informed it that a
planned BA-5390 battery procurement will not occur before the end of
the second quarter, as originally anticipated in the company's second
quarter revenue guidance of approximately $28 million. The company
expects to report modest operating income for the second quarter as
compared to its previous guidance of approximately $2.5 million.
    At this time, purchasing of the BA-5390 batteries by the Defense
Department requires an 'urgent buy' contract due to the delay in
qualification of these batteries caused by the now-resolved protest of
the Next Gen II, Phase IV award. Processing of 'urgent buy' contracts
is taking longer than expected, making it difficult for the company to
predict BA-5390 order flow. The company remains on track to complete
qualification of the enhanced BA-5390 batteries in the third quarter
under the Next Gen II, Phase IV award. Once qualified, BA-5390
batteries will be ordered under the Next Gen contract, obviating the
need for procurements under 'urgent buy' contracts.
    "We are confident that order flow will become more predictable
following qualification under the Next Gen II, Phase IV award," said
John D. Kavazanjian, president and chief executive officer. "For the
remainder of 2005, the timing of BA-5390 order flow is likely to
remain uncertain. As a result, we are now adjusting our 2005 revenue
range to be between the 2004 level and up to 10% growth." Kavazanjian
continued, "At the same time, our commercial business is performing
extremely well on the strength of our successful development efforts,
broadened product portfolio and expanded distribution network, giving
us confidence that we will see an acceleration of orders in such key
markets as telematics, search and rescue and medical in the second
half of the year."

    About Ultralife Batteries, Inc.

    Ultralife is a global provider of power solutions 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 range of standard products and
engineered solutions, Ultralife is able to provide the next generation
of power systems. Industrial, retail and government customers include
General Dynamics, Philips Medical Systems, Energizer, Kidde Safety,
Lowe's, 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 facility, is located in Abingdon,
England. Both facilities are ISO-9001 certified. Detailed information
about 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.

    Ultralife(R) is a registered trademark of Ultralife Batteries,
Inc.


    CONTACT: Ultralife Batteries, Inc.
             Robert 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