As filed with the Securities and Exchange Commission on July 26, 2004

                                                     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)

                            Ultralife Batteries, Inc.
               Amended and Restated 2004 Long-Term Incentive Plan
                            (Full title of the 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

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------
                                                            Proposed maximum   Proposed maximum    Amount of
           Title of securities              Amount to be     offering price        aggregate      registration
             to be registered                registered       per share(1)     offering price(1)      fee
--------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>              <C>               <C>
Common Stock, par value $.10 per share         750,000           $21.38           $16,035,000       $2031.63
--------------------------------------------------------------------------------------------------------------
 </TABLE>

(1)   Estimated in accordance with Rule 457(c),  as of July 22, 2004, solely for
      the purpose of calculating the registration fee.

In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the stock option plan described herein.

<PAGE>

This Registration Statement on Form S-8 relates to the Ultralife Batteries, Inc.
Amended and Restated 2004 Long-Term Incentive Plan pursuant to which the
Registrant is authorized to issue up to 750,000 shares of its Common Stock
together with such additional shares as remain available for issuance under the
Company's Amended and Restated 2000 Stock Option Plan, as amended, or shares
which become available upon the lapse, expiration, termination or cancellation
of outstanding stock options under the 2000 Option Plan. Such additional shares
have been previously registered pursuant to two separate S-8 registration
statements (File No. 333-60984 and File No. 333-114271 filed with the Securities
and Exchange Commission on May 15, 2001 and April 7, 2004, respectively).
Pursuant to instruction E to Form S-8, the filing fee is being paid only with
respect to the 750,000 shares of Common Stock not previously registered.

                                     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 year ended
                  December 31, 2003;

            (b)   the Registrant's Definitive Proxy Statement on Schedule 14A
                  filed with the Commission on April 29, 2004;

            (c)   the Registrant's Quarterly Report on Form 10-Q for the
                  three-months ended March 27, 2004; and

            (d)   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.

<PAGE>

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 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
include 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 directors' liability for
violations of the federal securities laws.

Item 7.     Exemption from Registration Claimed

            Not Applicable.

Item 8.     Exhibits

            4.1   Restated Certificate of Incorporation of the Registrant
                  (Exhibit 4.3)(1)

            4.2   Amendment to Certificate of Incorporation (Exhibit 3.1)(2)

            4.3   By-laws of the Registrant (Exhibit 3.2)(3)

            4.4   Form of Common Stock Certificate of the Registrant (Exhibit
                  4.1)(3)

            5.1   Opinion of Harter, Secrest & Emery LLP*

            23.1  Consent of PricewaterhouseCoopers LLP*

            23.2  Consent of Harter, Secrest & Emery LLP(4)

            99.1  Ultralife Batteries, Inc. Amended and Restated 2000 Stock
                  Option Plan (Exhibit 99.1)(5)

<PAGE>

            99.2  Ultralife Batteries, Inc. Amended and Restated 2004 Long-Term
                  Incentive 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-8 (Registration No. 333-60984).
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
Registrant's 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) 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.

(4) Included in Exhibit 5.1 to this Registration Statement.

(5) Exhibit previously filed as part of and is incorporated by reference to the
Registrant's Registration Statement on Form S-8 (Registration No. 333-114271).
The exhibit number contained in parenthesis refers to the exhibit number in such
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

<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.

<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 26th day of
July 2004.

                                    ULTRALIFE BATTERIES, INC.

                                    By:    /s/ John D. Kavazanjian
                                           -------------------------------------
                                    Name:  John D. Kavazanjian
                                    Title: 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
              ---------                         -----                   ----


                                       President and Chief         July 26, 2004
                                       Executive Officer and
                                       Director (Principal
/s/ John D. Kavazanjian                Executive Officer)
-----------------------------------
John D. Kavazanjian


                                       Vice President-Finance      July 26, 2004
                                       and Chief Financial
                                       Officer (Principal Financial
                                       Officer and Principal
/s/ Robert W. Fishback                 Accounting Officer)
-----------------------------------
Robert W. Fishback

/s/ Patricia C. Barron                 Director                    July 26, 2004
-----------------------------------
Patricia C. Barron

/s/ Anthony J. Cavanna                 Director                    July 26, 2004
-----------------------------------
Anthony J. Cavanna

/s/ Paula H. J. Cholmondeley           Director                    July 26, 2004
-----------------------------------
Paula H. J. Cholmondeley

/s/ Daniel W. Christman                Director                    July 26, 2004
-----------------------------------
Daniel W. Christman

/s/ John D. Kavazanjian                Director                    July 26, 2004
-----------------------------------
John D. Kavazanjian

/s/ Carl H. Rosner                     Director                    July 26, 2004
-----------------------------------
Carl H. Rosner

/s/ Ranjit C. Singh                    Director                    July 26, 2004
-----------------------------------
Ranjit C. Singh
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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": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117662", "film-number": "04931229"}, "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 July 26, 2004

                                                     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)

                            Ultralife Batteries, Inc.
               Amended and Restated 2004 Long-Term Incentive Plan
                            (Full title of the 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
--------------------------------------------------------------------------------------------------------------
                                                            Proposed maximum   Proposed maximum    Amount of
           Title of securities              Amount to be     offering price        aggregate      registration
             to be registered                registered       per share(1)     offering price(1)      fee
--------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share         750,000           $21.38           $16,035,000       $2031.63
--------------------------------------------------------------------------------------------------------------
(1)   Estimated in accordance with Rule 457(c),  as of July 22, 2004, solely for
      the purpose of calculating the registration fee.

In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the stock option plan described herein.
This Registration Statement on Form S-8 relates to the Ultralife Batteries, Inc.
Amended and Restated 2004 Long-Term Incentive Plan pursuant to which the
Registrant is authorized to issue up to 750,000 shares of its Common Stock
together with such additional shares as remain available for issuance under the
Company's Amended and Restated 2000 Stock Option Plan, as amended, or shares
which become available upon the lapse, expiration, termination or cancellation
of outstanding stock options under the 2000 Option Plan. Such additional shares
have been previously registered pursuant to two separate S-8 registration
statements (File No. 333-60984 and File No. 333-114271 filed with the Securities
and Exchange Commission on May 15, 2001 and April 7, 2004, respectively).
Pursuant to instruction E to Form S-8, the filing fee is being paid only with
respect to the 750,000 shares of Common Stock not previously registered.

                                     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 year ended
                  December 31, 2003;

            (b)   the Registrant's Definitive Proxy Statement on Schedule 14A
                  filed with the Commission on April 29, 2004;

            (c)   the Registrant's Quarterly Report on Form 10-Q for the
                  three-months ended March 27, 2004; and

            (d)   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 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
include 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 directors' liability for
violations of the federal securities laws.

Item 7.     Exemption from Registration Claimed

            Not Applicable.

Item 8.     Exhibits

            4.1   Restated Certificate of Incorporation of the Registrant
                  (Exhibit 4.3)(1)

            4.2   Amendment to Certificate of Incorporation (Exhibit 3.1)(2)

            4.3   By-laws of the Registrant (Exhibit 3.2)(3)

            4.4   Form of Common Stock Certificate of the Registrant (Exhibit
                  4.1)(3)

            5.1   Opinion of Harter, Secrest & Emery LLP*

            23.1  Consent of PricewaterhouseCoopers LLP*

            23.2  Consent of Harter, Secrest & Emery LLP(4)

            99.1  Ultralife Batteries, Inc. Amended and Restated 2000 Stock
                  Option Plan (Exhibit 99.1)(5)
99.2  Ultralife Batteries, Inc. Amended and Restated 2004 Long-Term
                  Incentive 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-8 (Registration No. 333-60984).
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
Registrant's 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) 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.

(4) Included in Exhibit 5.1 to this Registration Statement.

(5) Exhibit previously filed as part of and is incorporated by reference to the
Registrant's Registration Statement on Form S-8 (Registration No. 333-114271).
The exhibit number contained in parenthesis refers to the exhibit number in such
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
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.
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 26th day of
July 2004.

                                    ULTRALIFE BATTERIES, INC.

                                    By:    /s/ John D. Kavazanjian
                                           -------------------------------------
                                    Name:  John D. Kavazanjian
                                    Title: 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
              ---------                         -----                   ----

                                       President and Chief         July 26, 2004
                                       Executive Officer and
                                       Director (Principal
/s/ John D. Kavazanjian                Executive Officer)
-----------------------------------
John D. Kavazanjian

                                       Vice President-Finance      July 26, 2004
                                       and Chief Financial
                                       Officer (Principal Financial
                                       Officer and Principal
/s/ Robert W. Fishback                 Accounting Officer)
-----------------------------------
Robert W. Fishback

/s/ Patricia C. Barron                 Director                    July 26, 2004
-----------------------------------
Patricia C. Barron

/s/ Anthony J. Cavanna                 Director                    July 26, 2004
-----------------------------------
Anthony J. Cavanna

/s/ Paula H. J. Cholmondeley           Director                    July 26, 2004
-----------------------------------
Paula H. J. Cholmondeley

/s/ Daniel W. Christman                Director                    July 26, 2004
-----------------------------------
Daniel W. Christman

/s/ John D. Kavazanjian                Director                    July 26, 2004
-----------------------------------
John D. Kavazanjian

/s/ Carl H. Rosner                     Director                    July 26, 2004
-----------------------------------
Carl H. Rosner

/s/ Ranjit C. Singh                    Director                    July 26, 2004
-----------------------------------
Ranjit C. Singh