Sec Form 13G Filing - BAIRD SHEILA filing for ULTRALIFE CORP (ULBI) - 2004-02-17

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13G/A
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 4)


                        Ultralife Batteries, Inc. (ULBI)
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $0.10 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    903899102
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2003
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

          [X] Rule 13d-1(b)

          [X] Rule 13d-1(c)

          [_] Rule 13d-1(d)

- ----------
     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No. 903899102
          ----------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Kimelman & Baird, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     288,838

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     288,838

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     2.13%

12.  TYPE OF REPORTING PERSON

     BD



CUSIP No. 903899102
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Daeg Capital Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     175,200

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     175,200

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     175,200

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     1.29%

12.  TYPE OF REPORTING PERSON

     IA



CUSIP No. 903899102
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Daeg Partners, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     175,200

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     175,200

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     175,200

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     1.29%

12.  TYPE OF REPORTING PERSON

     PN



CUSIP No. 903899102
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Sheila Baird

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     175,200

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     464,038

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     464,038

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.42%

12.  TYPE OF REPORTING PERSON

     IN



CUSIP No. 903899102
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Michael Kimelman

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     175,200

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     464,038

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     464,038

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.42%

12.  TYPE OF REPORTING PERSON

     IN



CUSIP No. 903899102
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Scott Kimelman

2.   HECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     175,200

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     175,200

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     175,200

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     1.29%

12.  TYPE OF REPORTING PERSON

     IN



CUSIP No. 903899102
          ---------

Item 1(a).  Name of Issuer:

            Ultralife Batteries, Inc. (ULBI)
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            2000 Technology Parkway
            Newark, NY 14513 USA
            --------------------------------------------------------------------

Item 2(a)-(c).  Name, Principal Business Address and Citizenship of Persons
                Filing:

            Kimelman & Baird, LLC
            100 Park Avenue
            New York, NY 10017

            Delaware Limited Liability Company

            Daeg Capital Management, LLC
            100 Park Avenue
            New York, NY 10017

            Delaware Limited Liability Company

            Daeg Partners, L.P.
            100 Park Avenue
            New York, NY 10017

            Delaware Limited Partnership

            Sheila Baird
            100 Park Avenue
            New York, NY 10017

            U.S.A.

            Michael Kimelman
            100 Park Avenue
            New York, NY 10017

            U.S.A.

            Scott Kimelman
            100 Park Avenue
            New York, NY 10017

            U.S.A.
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Stock, $0.10 par value
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            903899102
            --------------------------------------------------------------------

Item 3.     If This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), check whether certain of the persons filing are a:

     (a)  [X] Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_] Insurance  company as defined in Section  3(a)(19) of the Exchange
              Act.

     (d)  [_] Investment  company  registered  under Section 8 of the Investment
              Company Act.

     (e)  [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_] An employee benefit plan or endowment fund in accordance with Rule
              13d-1(b)(1)(ii)(F);

     (g)  [_] A parent holding company or control person in accordance with Rule
              13d-1(b)(1)(ii)(G);

     (h)  [_] A savings  association  as defined in Section  3(b) of the Federal
              Deposit Insurance Act;

     (i)  [_] A  church  plan  that  is  excluded  from  the  definition  of  an
              investment  company  under  Section  3(c)(14)  of  the  Investment
              Company Act;

     (j)  [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.     Ownership.

     (a)  Amount Beneficially  Owned:  288,838 shares owned by Kimelman & Baird,
          LLC;  175,200 shares owned by Daeg Capital  Management,  LLC;  175,200
          shares owned by Daeg  Partners,  L.P.;  464,038 shares owned by Sheila
          Baird; 464,038 shares owned by Michael Kimelman;  175,200 shares owned
          by Scott Kimelman

     (b)  Percent  of  Class:  2.13% by  Kimelman  & Baird,  LLC;  1.29% by Daeg
          Capital Management, LLC; 8.24% by Daeg Partners, L.P.; 3.42% by Sheila
          Baird; 3.42% by Michael Kimelman; 1.29% by Scott Kimelman

     (c)  Kimelman  & Baird,  LLC - 0  shares  with  shared  power to vote or to
          direct  the vote;  0 shares  with sole  power to vote or to direct the
          vote;  288,838  shares with  shared  power to dispose or to direct the
          disposition  of; 0 shares  with the sole power to dispose or to direct
          the disposition of

     Daeg Capital Management,  LLC - 175,200 shares with shared power to vote or
     to direct the vote; 0 shares with sole power to vote or to direct the vote;
     175,200  shares with shared  power to dispose or to direct the  disposition
     of; 0 shares with the sole power to dispose or to direct the disposition of

     Daeg Partners, L.P. - 175,200 shares with shared power to vote or to direct
     the vote;  0 shares with sole power to vote or to direct the vote;  175,200
     shares  with  shared  power to dispose or to direct the  disposition  of; 0
     shares with the sole power to dispose or to direct the disposition of

     Sheila  Baird - 175,200  shares with shared  power to vote or to direct the
     vote;  0 shares  with  sole  power to vote or to direct  the vote;  464,038
     shares  with  shared  power to dispose or to direct the  disposition  of; 0
     shares with the sole power to dispose or to direct the disposition of

     Michael Kimelman- 175,200 shares with shared power to vote or to direct the
     vote;  0 shares  with  sole  power to vote or to direct  the vote;  464,038
     shares  with  shared  power to dispose or to direct the  disposition  of; 0
     shares with the sole power to dispose or to direct the disposition of

     Scott  Kimelman - 175,200 shares with shared power to vote or to direct the
     vote;  0 shares  with  sole  power to vote or to direct  the vote;  175,200
     shares  with  shared  power to dispose or to direct the  disposition  of; 0
     shares with the sole power to dispose or to direct the disposition of

Item 5.   Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof certain the reporting  persons have ceased to be the beneficial  owner of
more than five percent of the class of securities check the following [X].

     Kimelman & Baird, LLC
     Daeg Capital Management, LLC
     Daeg Partners, L.P.
     Sheila Baird
     Michael Kimelman
     Scott Kimelman
     ---------------------------------------------------------------------------

Item 6.   Ownership of More Than Five Percent on Behalf of Another Person.

     If any other  person is known to have the right to  receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

     ---------------------------------------------------------------------------

Item 7.   Identification and Classification of  the  Subsidiary  Which  Acquired
          the Security  Being  Reported on by  the  Parent  Holding  Company  or
          Control Person.

     If a parent  holding  company  or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.

          ----------------------------------------------------------------------

Item 8.   Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule  pursuant to  ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit  stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to  ss.240.13d-1(c) or  ss.240.13d-1(d),  attach an exhibit stating the
identity of each member of the group.

          ----------------------------------------------------------------------

Item 9.   Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date  of  the   dissolution  and  that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

          ----------------------------------------------------------------------

Item 10.  Certifications.

          By  signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were acquired and are held in
          the ordinary course of business and were not acquired and not held for

          the  purpose  of or with the effect of  changing  or  influencing  the
          control of the issuer of the  securities and were not acquired and are
          not held in  connection  with or as a participant  in any  transaction
          having such purpose or effect.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

 February 13, 2004
- ------------------------


                                           KIMELMAN & BAIRD, LLC


                                           By: /s/ Sheila Baird
                                           ----------------------------
                                           Name: Sheila Baird
                                           Title: Member


                                           DAEG CAPITAL MANAGEMENT, LLC

                                           By: /s/ Sheila Baird
                                           ------------------------
                                           Name: Sheila Baird
                                           Title: Member


     By signing  below I certify  that,  to the best of my knowledge and belief,
     the securities referred to above were not acquired and are not held for the
     purpose of or with the effect of changing or influencing the control of the
     issuer  of the  securities  and  were  not  acquired  and are  not  held in
     connection with or as a participant in any transaction  having such purpose
     or effect.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
     certify that the information set forth in this statement is true,  complete
     and correct.

  February 13, 2004
- ------------------------
                                           DAEG PARTNERS, L.P.

                                           By: Daeg Capital Management, LLC

                                           By: /s/ Sheila Baird
                                           --------------------------------
                                           Name: Sheila Baird
                                           Title: Member


                                           /s/ Sheila Baird
                                           --------------------------------
                                           Sheila Baird


                                           /s/ Michael Kimelman
                                           --------------------------------
                                           Michael Kimelman


                                           /s/ Scott Kimelman
                                           --------------------------------
                                           Scott Kimelman

Note.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).




                                                                       Exhibit A


                                    AGREEMENT

     The  undersigned  agree  that  this  Schedule  13G,  Amendment  No. 4 dated
February  13, 2004  relating to the Common  Stock,  $0.10 par value of Ultralife
Batteries, Inc. shall be filed on behalf of the undersigned.

                                       Kimelman & Baird, LLC

                                       By:  /s/  Sheila Baird
                                       --------------------------
                                       Name: Sheila Baird
                                       Title: Member

                                       Daeg Capital Management, LLC

                                       By: /s/ Sheila Baird
                                       ------------------------
                                       Name: Sheila Baird
                                       Title: Member

                                       Daeg Partners, L.P.

                                       By: Daeg Capital Management, LLC

                                       By: /s/ Sheila Baird
                                       -------------------------
                                       Name: Sheila Baird
                                       Title: Member


                                       /s/  Sheila Baird
                                       --------------------------
                                       Sheila Baird


                                       /s/  Michael Kimelman
                                       --------------------------
                                         Michael Kimelman


                                       /s/  Scott Kimelman
                                       --------------------------
                                         Scott Kimelman

02962.0001 #463537