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):


                                  May 18, 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))


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Item 7.01. Regulation FD Disclosure.

Ultralife Batteries, Inc. (the "Company") has received an order valued in the
mid six-figure dollar range from one of its Australian distributors for its
HiRate(R) non-rechargeable lithium batteries for the Australian Defence Force to
power the SOPHIE thermal imaging system. 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 May 18, 2005.




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                                    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:  May 18, 2005                 By: /s/ Peter F. Comerford
                                        ---------------------------
                                        Peter F. Comerford
                                        Vice President of 
                                        Administration & General
                                        Counsel


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                                INDEX TO EXHIBITS

Exhibits Description
-------- -----------
99.1     Press Release dated May 18, 2005.