SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):

                                  July 24, 2002

                            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)



Item 4. Changes in Registrant's Certifying Accountant

      On July 24, 2002, Ultralife Batteries, Inc. (the "Company") dismissed its
independent public accountants, Arthur Andersen LLP ("Andersen") and engaged
PricewaterhouseCoopers LLP ("PwC") as its new independent public accountants,
effective immediately, for the fiscal year ending June 30, 2002. This decision
was approved by the Company's Board of Directors, based on the recommendation of
its Audit Committee. The decision was based on interviews with large public
accounting firms and reflected the Audit Committee's judgment as to which firm
was best suited to deliver external audits to the Company. PwC replaces the
Company's previous audit firm, Andersen, who had been the Company's auditors
since 1996.

      Andersen's reports on the Company's consolidated financial statements for
each of the fiscal years ended June 30, 2001 and June 30, 2000 did not contain
an adverse opinion or a disclaimer of opinion, nor were qualified or modified as
to uncertainty, audit scope or accounting principles. The audit report on the
Company's consolidated financial statements for the fiscal year ended June 30,
2002 will be issued by PwC.

      During the fiscal years ended June 30, 2001 and June 30, 2000, and the
subsequent interim period through March 31, 2002, there were no disagreements
between the Company and Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Andersen's satisfaction, would have caused Andersen to make
reference to the subject matter of any such disagreements in connection with
their reports on the Company's financial statements for such years.

      None of the reportable events described under Item 304(a)(1)(v) of the
Securities and Exchange Commission's Regulation S-K occurred during the
Company's fiscal years ended June 30, 2001 and June 30, 2000, and the subsequent
interim period through March 31, 2002.

      During the fiscal years ended June 30, 2001 and June 30, 2000 and the
subsequent interim period through March 31, 2002, the Company did not consult
with PwC with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, or any
other matters or reportable events as described in Item 304(a)(2)(i) and (ii) of
Regulation S-K.

      The Company was unable to obtain a copy of a letter from Andersen stating
its agreement with these statements.


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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: July 24, 2002                   By: /s/ Robert W. Fishback
                                           -------------------------------------
                                           Robert W. Fishback
                                           Vice President - Finance and
                                           Chief Financial Officer


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