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):

                                 August 21, 2006

                            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))



                                        1



Item 7.01 Regulation FD Disclosure

Ultralife Batteries, Inc. (the "Company") has filed a shelf registration
statement on Form S-3 with the U.S. Securities and Exchange Commission (SEC).

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 August 21, 2006.






                                    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: August 21, 2006                   By: /s/ Peter F. Comerford
                                             -----------------------------------
                                             Vice President of Administration &
                                             General Counsel









                                        2



                                INDEX TO EXHIBITS

(99)    Additional Exhibits

99.1    Press Release dated August 21, 2006.















                                        3