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 11, 1998


                            ULTRALIFE BATTERIES, INC.
          -------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



          DELAWARE                       0-20852                 16-1387013
- ----------------------------           -----------            ----------------
(State or Other Jurisdiction           (Commission            (I.R.S. Employer
      of Incorporation)                File Number)          Identification No.)



1350 ROUTE 88 SOUTH, NEWARK, NEW YORK                             14513
- ----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)


                                 (315) 332-7100
          -------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)






ITEM 5.     OTHER EVENTS.

            On June 11, 1998, the Company issued a press release  reporting that
the  Company's  fourth  quarter  financial  results would not meet the Company's
expectations.  A copy of the  press  release  is  attached  to this  Form 8-K as
Exhibit 99.01.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

            (a)   Financial statements of business acquired:

                  Not applicable.

            (b)   Pro forma financial information:

                  Not applicable.

            (c)   Exhibits:

                  99.01       Ultralife Batteries, Inc. Press Release dated 
                              June 11, 1998.


                                S I G N A T U R E

            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.



Date: June 11, 1998                           By:  /s/ Frederick F. Drulard
                                                 -------------------------------
                                                  Frederick F. Drulard
                                                  Vice President, Finance





                                       -2-





                                  EXHIBIT INDEX


Exhibit
Number            Description
- ------            -----------

99.01             Ultralife Batteries, Inc. Press Release dated June 11, 1998.







                                       -3-



                                                         Contact: Fred Drulard
                                                         Vice President, Finance
                                                         (315) 332-7100

         ULTRALIFE BATTERIES, INC. SAYS FOURTH QUARTER RESULTS WILL NOT
                           MEET COMPANY'S EXPECTATIONS

Newark, NY - June 11, 1998

Ultralife  Batteries,  Inc. (NASDAQ:  ULBI) announced today that results for the
Company's fourth quarter, which ends June 30, 1998, would not meet the Company's
expectations,  and that  earnings  would be lower  than the $0.15 per share loss
reported in the year-ago quarter. Ultralife expects to announce earnings for the
fourth quarter and fiscal year ending June 30, 1998, in late August.

While demand for the Company's  9-volt  lithium  battery is at an all-time high,
and the product will achieve  record sales this fiscal year,  manufacturing  has
not been able to ramp up to planned  production rates as quickly as anticipated.
As a result,  the Company has incurred higher than anticipated  production costs
and fallen short of anticipated revenues for the quarter. However, the necessary
corrective  actions  have been taken to  accelerate  production  to the required
levels and improve efficiencies.

The Company continues to make progress producing advanced rechargeable batteries
on its new  high-speed  manufacturing  line.  However,  the  initial  commercial
production  and sales  anticipated  during the current  quarter are now expected
early in fiscal 1999.

Ultralife  Batteries,  Inc.  manufactures  and markets a  comprehensive  line of
high-performance  lithium batteries. The Company's primary lithium batteries are
used in a wide  variety of  consumer,  industrial  and  military  products.  The
Company's advanced rechargeable  batteries are being commercialized for notebook
computers,  cellular telephones and many other portable electronic products. Key
customers  include  Coleman,   Eveready,  First  Alert,  Fyrnetics,   Mitsubishi
Electronics America,  Inc., Radio Shack and the national defense agencies of the
United States and the United Kingdom.

This document contains forward-looking statements based on current expectations.
Actual  results  could  differ  materially  from those  projected as a result of
various risks and uncertainties,  including  continued  acceptance of and demand
for the Company's  products and changes in customers'  purchasing  plans. A more
detailed description of such uncertainties is contained in the Company's filings
with the Securities and Exchange Commission,  such as the Registration Statement
on Form S-3 which was declared effective April 30, 1998.

Detailed  information on Ultralife is available at the Company's  World Wide Web
site at HTTP://WWW.ULBI.COM


                                      # # #