As filed with the Securities and Exchange Commission on May 15, 2001

                                                  Registration No. 333 -
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ULTRALIFE BATTERIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              16-1387013
(State or other jurisdiction of                                (I.R.S Employer
incorporation or organization)                               Identification No.)

                             2000 Technology Parkway
                             Newark, New York 14513
               (Address of Principal Executive Offices) (Zip Code)

                             2000 Stock Option Plan
                              (Full title of plan)

                               John D. Kavazanjian
                      President and Chief Executive Officer
                            Ultralife Batteries, Inc.
                             2000 Technology Parkway
                             Newark, New York 14513

                     (Name and address of agent for service)

                                 (315) 332-7100
          (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                     Calculation of Registration Fee
--------------------------------------------------------------------------------
Title of Plan   Title of      Amount to   Proposed      Proposed     Amount of
               securities         be       maximum       maximum    registration
                  to be      registered   offering      aggregate       fee
               registered                   price       offering
                                         per share(1)    price(1)
--------------------------------------------------------------------------------
2000 Stock     Common Stock,   500,000     $5.60       $2,800,000     $700.00
Option Plan    par value       shares
               $.10 per
               share
--------------------------------------------------------------------------------

      (1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) of the Securities Act of 1933
and based upon the high and low prices of the Registrant's Common Stock, par
value $.10, as reported on the Nasdaq National Market System on May 14, 200l.

In addition, pursuant to Rule 416, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the stock
option plan described herein.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

      The following documents of the Registrant previously filed with the
Securities and Exchange Commission are incorporated herein by reference:

(a)   the Registrant's Annual Report on Form 10-K for the fiscal year ended June
      30, 2000;

(b)   the Registrant's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2000;

(c)   the Registrant's Amended Quarterly Report on Form 10-QA for the quarter
      ended September 30, 2000;

(d)   the Registrant's Quarterly Report on Form 10-Q for the quarter ended
      December 31, 2000;

(e)   the Registrant's Definitive Proxy Statement on Form DEF 14A, filed on
      October 30, 2000;

(f)   the Registrant's Quarterly Report on Form 10-Q for the quarter ended March
      31, 2001; and

(g)   the description of the Registrant's Common Stock, par value $.10 per
      share, contained in the Registrant's Registration Statement on Form S-1
      (Registration No. 33-54470), filed with the Securities and Exchange
      Commission on December 23, 1992.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement (and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

      Not Applicable.

Item 5. Interests of Named Experts and Counsel

      Not Applicable.

Item 6. Indemnification of Directors and Officers

      The Company's Certificate of Incorporation and By-laws, each as amended,
provide for elimination of the liability of Directors to the Registrant to the
fullest extent permitted by Section 102(7)(b) of the Delaware General
Corporation Law, as the same may be amended and supplemented.

      The Registrant's Certificate of Incorporation, as amended, provides, in
accordance with the Delaware General Corporation Law, that Directors are not
liable to the Registrant or its stockholders for monetary damages for breaches
of fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions


                                      -2-
<PAGE>

not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for dividend payments or stock repurchases in violation of the
Delaware General Corporation Law, or (iv) for any transaction from which the
Director derived any improper personal benefit.

      The Certificate of Incorporation and the By-laws of the Registrant
includes provisions by which the Registrant will indemnify all persons whom it
shall have the power to indemnify under Section 145 of the Delaware General
Corporation Law from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said section. The indemnification
provided for in Section 145 shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.

      The general effect of these provisions will be to eliminate the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages in the event of a breach
of fiduciary duty as a director (including breach of duty in the case of
negligence or grossly negligent behavior) except in the situations as described
above. These provisions will not affect the availability of injunctive relief
against directors of the Registrant (although such relief may not always be
available as a practical matter) nor will it limit director's liability for
violations of the federal securities laws.

Item 7. Exemption from Registration Claimed

      Not Applicable.

Item 8. Exhibits

Exhibit 4- Instruments defining the rights of security holders, including
indentures

      4.1 Certificate of Incorporation of the Registrant (Exhibit 3.1)(1)
      4.2 Amendment to Certificate of Incorporation (Exhibit 3.1)(2)
      4.3 Restated Certificate of Incorporation*
      4.4 By-laws of the Registrant (Exhibit 3.2)(1)
      4.5 Form of Common Stock Certificate of the Registrant (Exhibit 4.1)(1)

Exhibit 5- re: Legality

      5.1 Opinion of Harter, Secrest & Emery LLP*

Exhibit 15- Letter re: Unaudited interim financial information

      Not Applicable.

Exhibit 23- Consents of Experts and Counsel

      23.1 Consent of Arthur Andersen LLP*
      23.2 Harter, Secrest & Emery LLP(3)

Exhibit 24- Power of Attorney

      Not Applicable.


                                      -3-
<PAGE>

Exhibit 99

      99.1 Ultralife Batteries, Inc. 2000 Stock Option Plan*

*Exhibit filed with this Registration Statement

(1)Exhibit previously filed as part of and is incorporated by reference to the
Registrant's Registration Statement on Form S-1 (Registration No. 33-544701).
The exhibit number contained in parenthesis refers to the exhibit number in such
Registration Statement.

(2)Exhibit previously filed as part of and is incorporated by reference to the
Registrants' Form 10-Q for the quarterly period ended December 31, 2000
(Commission File No. 0-20852). The exhibit number contained in parenthesis
refers to the exhibit number in the Form 10-Q.

(3)Filed as Exhibit 5.1 to this Registration Statement.

Item 9. Undertakings

      (a) The undersigned Registrant hereby undertakes (subject to the proviso
contained in Item 512(a) of Regulation S-K):

            (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

            (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

            (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, controlling persons of
the Registrant pursuant to the provisions


                                      -4-
<PAGE>

described under Item 6 above, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.


                                      -5-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Newark, State of New York, on this 15 day of May
2001.

                                      ULTRALIFE BATTERIES, INC.

                                      BY: /s/ John D. Kavazanjian
                                          -------------------------------------
                                             JOHN D. KAVAZANJIAN, PRESIDENT AND
                                             CHIEF EXECUTIVE OFFICER

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Signature                        Title                              Date

/s/ John D. Kavazanjian          President and Chief Executive      May 15, 2001
-----------------------          Officer and Director
John D. Kavazanjian              (Principal Executive Officer)

/s/ Robert W. Fishback           Vice President-Finance and Chief   May 15, 2001
-----------------------          Financial Officer (Principal
Robert W. Fishback               Financial Officer and Principal
                                 Accounting Officer)

/s/ Arthur M. Lieberman          Director                           May 15, 2001
-----------------------
Arthur M. Lieberman

/s/ Joseph C. Abeles             Director                           May 15, 2001
-----------------------
Joseph C. Abeles

/s/ Joseph N. Barrella           Director                           May 15, 2001
-----------------------
Joseph N. Barrella

/s/ Patricia C. Barron           Director                           May 15, 2001
-----------------------
Patricia C. Barron

/s/ Richard A. Hansen            Director                           May 15, 2001
-----------------------
Richard A. Hansen

/s/ Carl H. Rosner               Director                           May 15, 2001
-----------------------
Carl H. Rosner

/s/ Ranjit Singh                 Director                           May 15, 2001
-----------------------
Ranjit Singh


                                      -6-
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{"company-data": {"conformed-name": "ULTRALIFE BATTERIES INC", "cik": "0000875657", "assigned-sic": "3690", "irs-number": "161387013", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60984", "film-number": "1640671"}, "business-address": {"street1": "2000 TECHNOLOGY PARKWAY", "city": "NEWARK", "state": "NY", "zip": "14513", "phone": "3153327100"}, "mail-address": {"street1": "2000 TECHNOLOGY PARKWAY", "city": "NEWARK", "state": "NJ", "zip": "14513"}}
As filed with the Securities and Exchange Commission on May 15, 2001

                                                  Registration No. 333 -
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ULTRALIFE BATTERIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              16-1387013
(State or other jurisdiction of                                (I.R.S Employer
incorporation or organization)                               Identification No.)

                             2000 Technology Parkway
                             Newark, New York 14513
               (Address of Principal Executive Offices) (Zip Code)

                             2000 Stock Option Plan
                              (Full title of plan)

                               John D. Kavazanjian
                      President and Chief Executive Officer
                            Ultralife Batteries, Inc.
                             2000 Technology Parkway
                             Newark, New York 14513

                     (Name and address of agent for service)

                                 (315) 332-7100
          (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                     Calculation of Registration Fee
--------------------------------------------------------------------------------
Title of Plan   Title of      Amount to   Proposed      Proposed     Amount of
               securities         be       maximum       maximum    registration
                  to be      registered   offering      aggregate       fee
               registered                   price       offering
                                         per share(1)    price(1)
--------------------------------------------------------------------------------
2000 Stock     Common Stock,   500,000     $5.60       $2,800,000     $700.00
Option Plan    par value       shares
               $.10 per
               share
--------------------------------------------------------------------------------

      (1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) of the Securities Act of 1933
and based upon the high and low prices of the Registrant's Common Stock, par
value $.10, as reported on the Nasdaq National Market System on May 14, 200l.

In addition, pursuant to Rule 416, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the stock
option plan described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

      The following documents of the Registrant previously filed with the
Securities and Exchange Commission are incorporated herein by reference:

(a)   the Registrant's Annual Report on Form 10-K for the fiscal year ended June
      30, 2000;

(b)   the Registrant's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2000;

(c)   the Registrant's Amended Quarterly Report on Form 10-QA for the quarter
      ended September 30, 2000;

(d)   the Registrant's Quarterly Report on Form 10-Q for the quarter ended
      December 31, 2000;

(e)   the Registrant's Definitive Proxy Statement on Form DEF 14A, filed on
      October 30, 2000;

(f)   the Registrant's Quarterly Report on Form 10-Q for the quarter ended March
      31, 2001; and

(g)   the description of the Registrant's Common Stock, par value $.10 per
      share, contained in the Registrant's Registration Statement on Form S-1
      (Registration No. 33-54470), filed with the Securities and Exchange
      Commission on December 23, 1992.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement (and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

      Not Applicable.

Item 5. Interests of Named Experts and Counsel

      Not Applicable.

Item 6. Indemnification of Directors and Officers

      The Company's Certificate of Incorporation and By-laws, each as amended,
provide for elimination of the liability of Directors to the Registrant to the
fullest extent permitted by Section 102(7)(b) of the Delaware General
Corporation Law, as the same may be amended and supplemented.

      The Registrant's Certificate of Incorporation, as amended, provides, in
accordance with the Delaware General Corporation Law, that Directors are not
liable to the Registrant or its stockholders for monetary damages for breaches
of fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions

                                      -2-
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for dividend payments or stock repurchases in violation of the
Delaware General Corporation Law, or (iv) for any transaction from which the
Director derived any improper personal benefit.

      The Certificate of Incorporation and the By-laws of the Registrant
includes provisions by which the Registrant will indemnify all persons whom it
shall have the power to indemnify under Section 145 of the Delaware General
Corporation Law from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said section. The indemnification
provided for in Section 145 shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.

      The general effect of these provisions will be to eliminate the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages in the event of a breach
of fiduciary duty as a director (including breach of duty in the case of
negligence or grossly negligent behavior) except in the situations as described
above. These provisions will not affect the availability of injunctive relief
against directors of the Registrant (although such relief may not always be
available as a practical matter) nor will it limit director's liability for
violations of the federal securities laws.

Item 7. Exemption from Registration Claimed

      Not Applicable.

Item 8. Exhibits

Exhibit 4- Instruments defining the rights of security holders, including
indentures

      4.1 Certificate of Incorporation of the Registrant (Exhibit 3.1)(1)
      4.2 Amendment to Certificate of Incorporation (Exhibit 3.1)(2)
      4.3 Restated Certificate of Incorporation*
      4.4 By-laws of the Registrant (Exhibit 3.2)(1)
      4.5 Form of Common Stock Certificate of the Registrant (Exhibit 4.1)(1)

Exhibit 5- re: Legality

      5.1 Opinion of Harter, Secrest & Emery LLP*

Exhibit 15- Letter re: Unaudited interim financial information

      Not Applicable.

Exhibit 23- Consents of Experts and Counsel

      23.1 Consent of Arthur Andersen LLP*
      23.2 Harter, Secrest & Emery LLP(3)

Exhibit 24- Power of Attorney

      Not Applicable.

                                      -3-
Exhibit 99

      99.1 Ultralife Batteries, Inc. 2000 Stock Option Plan*

*Exhibit filed with this Registration Statement

(1)Exhibit previously filed as part of and is incorporated by reference to the
Registrant's Registration Statement on Form S-1 (Registration No. 33-544701).
The exhibit number contained in parenthesis refers to the exhibit number in such
Registration Statement.

(2)Exhibit previously filed as part of and is incorporated by reference to the
Registrants' Form 10-Q for the quarterly period ended December 31, 2000
(Commission File No. 0-20852). The exhibit number contained in parenthesis
refers to the exhibit number in the Form 10-Q.

(3)Filed as Exhibit 5.1 to this Registration Statement.

Item 9. Undertakings

      (a) The undersigned Registrant hereby undertakes (subject to the proviso
contained in Item 512(a) of Regulation S-K):

            (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

            (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

            (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, controlling persons of
the Registrant pursuant to the provisions

                                      -4-
described under Item 6 above, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      -5-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Newark, State of New York, on this 15 day of May
2001.

                                      ULTRALIFE BATTERIES, INC.

                                      BY: /s/ John D. Kavazanjian
                                          -------------------------------------
                                             JOHN D. KAVAZANJIAN, PRESIDENT AND
                                             CHIEF EXECUTIVE OFFICER

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Signature                        Title                              Date

/s/ John D. Kavazanjian          President and Chief Executive      May 15, 2001
-----------------------          Officer and Director
John D. Kavazanjian              (Principal Executive Officer)

/s/ Robert W. Fishback           Vice President-Finance and Chief   May 15, 2001
-----------------------          Financial Officer (Principal
Robert W. Fishback               Financial Officer and Principal
                                 Accounting Officer)

/s/ Arthur M. Lieberman          Director                           May 15, 2001
-----------------------
Arthur M. Lieberman

/s/ Joseph C. Abeles             Director                           May 15, 2001
-----------------------
Joseph C. Abeles

/s/ Joseph N. Barrella           Director                           May 15, 2001
-----------------------
Joseph N. Barrella

/s/ Patricia C. Barron           Director                           May 15, 2001
-----------------------
Patricia C. Barron

/s/ Richard A. Hansen            Director                           May 15, 2001
-----------------------
Richard A. Hansen

/s/ Carl H. Rosner               Director                           May 15, 2001
-----------------------
Carl H. Rosner

/s/ Ranjit Singh                 Director                           May 15, 2001
-----------------------
Ranjit Singh

                                      -6-