EXHIBIT 4.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            ULTRALIFE BATTERIES, INC.

          FIRST.    NAME. The name of the  Corporation  is Ultralife  Batteries,
Inc. (The "Corporation").

          SECOND.   PURPOSE AND POWERS. The purpose for which the Corporation is
organized is as follows:

                    To  engage  in  any  lawful  act  or   activity   for  which
                    corporations may be organized under the General  Corporation
                    Law of the State of Delaware.

          THIRD.    CAPITALIZATION. The total number of shares of stock that the
Corporation shall have authority to issue is 13 million shares, consisting of 12
million  shares of Common Stock,  par value $.10 per share (the "Common  Stock")
and 1 million shares of Preferred Stock, $.10 par value (the "Preferred Stock").

          The   voting   powers,   designations,   preferences   and   relative,
participating, optional or other special rights and qualifications,  limitations
or restrictions of the classes of stock of the Corporation are as follows:

          I.        SHARES OF COMMON  STOCK.  All shares of Common Stock will be
identical  and  will  entitle  the  holders  thereof  to  the  same  rights  and
privileges.

          A.        VOTING  RIGHTS.  Except as  otherwise  required by law,  the
holders of Common  Stock  shall be entitled to one vote per share on each matter
on which the stockholders of the Corporation shall be entitled to vote.

          B.        DIVIDENDS.  The Board of  Directors of the  Corporation  may
cause  dividends or other  distributions  to be paid to the holders of shares of
Common  Stock out of funds  legally  available  for the payment of  dividends by
declaring an amount per share as a dividend or other distribution.

          C.        LIQUIDATION  RIGHTS.  In  the  event  of  any  voluntary  or
involuntary  liquidation,  dissolution  or  winding  up of  the  affairs  of the
Corporation  and after  payment shall have been made to the holders of Preferred
Stock of the full amount to which they may be entitled, the holders of shares of
Common  Stock shall be  entitled,  to the  exclusion of the holders of shares of
Preferred  Stock, to share ratably,  share for share, in all remaining assets of
the  Corporation  available  for  distribution  to its  stockholders.  Neither a
consolidation or merger of the Corporation  with or into any other  corporation,
nor a merger of any other corporation into the






Corporation,  nor a  reorganization  of the  Corporation,  nor the  purchase  or
redemption of all or part of the  outstanding  shares of any class or classes of
the  Corporation,  nor a sale or transfer of all or any part of its assets shall
be considered a liquidation, dissolution or winding up of the Corporation within
the meaning of this paragraph.

          II.       PREFERRED  STOCK.  The Board of Directors of the Corporation
shall  have the  full  authority  permitted  by law to fix by  resolution  full,
limited or no voting  powers and such  designations,  preferences  and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions of any series of Preferred Stock that may be desired.

          FOURTH.   ELECTIONS BY BALLOT.  Elections of directors  need not be by
written ballot.
          
          FIFTH.    AMENDMENT OF BYLAWS.  The Board of Directors  shall have the
power, in addition to the  stockholders,  to make, alter or repeal the bylaws of
the Corporation.

          SIXTH.    LIMIT ON LIABILITY AND INDEMNIFICATION.

          A.        LIABILITY.  To the full extent that the General  corporation
Law of the State of Delaware,  as it exists on the date hereof or may  hereafter
be amended,  permits the limitation or elimination of the liability of directors
or  officers,  a  director  of  the  Corporation  shall  not  be  liable  to the
Corporation or its stockholders for monetary damages.

          B.        INDEMNIFICATION. To the full extent permitted by the General
Corporation Law of the State of Delaware, as it exists on the date hereof or may
hereafter  be amended,  and any other  applicable  law,  the  Corporation  shall
indemnify a director of the  Corporation who is or was a party to any proceeding
by reason of the fact that such  person is or was such a  director  or is or was
serving at the request of the Corporation as a director of another  corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise.
The Board of Directors  is hereby  empowered to contract in advance to indemnify
any director.

          SEVENTH.  AMENDMENT OF CERTIFICATE OF  INCORPORATION.  The Corporation
reserves the right to amend,  alter, change or repeal any provision contained in
this Certificate of Incorporation,  in the manner now or hereafter prescribed by
statute,  and all rights conferred upon stockholders are granted subject to this
reservation.

          EIGHTH.   REGISTERED OFFICE.

                    The registered office of the Corporation is to be located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,  in the
County of New Castle, in the State of Delaware. The name of its registered agent
at that address is The Corporation Trust Company.


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