##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
   Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 001-33614
  ULTRA PETROLEUM CORP.
 (Exact name of registrant as
    specified in its charter)
   Yukon Territory, Canada

N/A(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. employer
    identification number)363 North Sam Houston Parkway,
    Suite 1200, Houston, Texas(Address of principal
    executive offices)

77060(Zip
    code)    (281) 876-0120
 (Registrants telephone
    number, including area code)
   þ o
    Large accelerated filer þ

Accelerated filer o

Non-accelerated filero

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




---



##### 



TABLE
    OF CONTENTS
   
 PART I  FINANCIAL
    INFORMATIONITEM 1


FINANCIAL STATEMENTS


3ITEM 2


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


19ITEM 3


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


27ITEM 4


CONTROLS AND PROCEDURES


28PART II  OTHER
    INFORMATIONITEM 1.


LEGAL PROCEEDINGS


29ITEM 1A.


RISK FACTORS


29ITEM 2.


CHANGES IN SECURITIES AND USE OF PROCEEDS


29ITEM 3.


DEFAULTS IN SENIOR SECURITIES


30ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY
    HOLDERS


30ITEM 5.


OTHER INFORMATION


30ITEM 6.


EXHIBITS


30SIGNATURES


31EXHIBIT INDEX


32EX-31.1EX-31.2EX-32.1EX-32.2   2




---



##### Table of Contents



PART I 
    FINANCIAL INFORMATION  ITEM 1 
    FINANCIAL STATEMENTS  ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2008


2007


2008


2007(Unaudited)(Amounts in thousands of U.S. dollars, except per share
    data)Revenues:Natural gas sales

$
266,573


$
103,847


$
793,140


$
367,552Oil sales


31,054



13,368



83,863



37,111Total operating revenues


297,627



117,215



877,003



404,663Expenses:Lease operating expenses


8,501



6,424



27,800



16,675Production taxes


31,625



12,960



98,336



45,166Gathering fees


8,857



6,667



27,621



20,141Transportation charges


11,431







33,101



Depletion and depreciation


45,652



31,864



130,681



94,084General and administrative


4,242



3,470



13,036



10,109Total operating expenses


110,308



61,385



330,575



186,175Operating income


187,319



55,830



546,428



218,488Other income (expense), net:Interest expense


(5,183
)


(5,550
)


(14,997
)


(12,471
)Realized gain (loss) on commodity derivatives


17,202







3,083



Unrealized gain (loss) on commodity derivatives


40,915







15,765



Interest income


92



203



368



839Total other income (expense), net


53,026



(5,347
)


4,219



(11,632
)Income before income tax provision


240,345



50,483



550,647



206,856Income tax provision


91,370



17,727



201,880



73,705Net income from continuing operations


148,975



32,756



348,767



133,151Income from discontinued operations, net of tax






4,644



415



19,909Net income


148,975



37,400



349,182



153,060Retained earnings, beginning of period


1,088,027



740,444



887,820



624,784Retained earnings, end of period

$
1,237,002


$
777,844


$
1,237,002


$
777,844Basic Earnings per Share:Income per common share from continuing operations

$
0.98


$
0.22


$
2.29


$
0.88Income per common share from discontinued operations

$
0.00


$
0.03


$
0.00


$
0.13Net Income per common share

$
0.98


$
0.25


$
2.29


$
1.01Fully Diluted Earnings per Share:Income per common share from continuing operations

$
0.95


$
0.21


$
2.22


$
0.84Income per common share from discontinued operations

$
0.00


$
0.03


$
0.00


$
0.12Net Income per common share

$
0.95


$
0.24


$
2.22


$
0.96Weighted average common shares outstanding  basic


152,217



151,530



152,592



151,825Weighted average common shares outstanding  fully
    diluted


156,072



158,224



157,326



158,768    3




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONDENSEND
    CONSOLIDATED BALANCE SHEETS
  September 30,


December 31,2008


2007(Unaudited)(Amounts in thousands of U.S. dollars)ASSETSCurrent assetsCash and cash equivalents

$
30,999


$
10,632Restricted cash


2,687



2,590Accounts receivable


150,345



135,849Derivative assets


35,652



5,625Inventory


6,026



13,333Prepaid drilling costs and other current assets


2,699



424Total current assets


228,408



168,453Oil and gas properties, net, using the full cost method of
    accounting:Proved


2,082,096



1,537,751Unproved


46,873



36,778Property, plant and equipment


5,260



4,739Deferred financing costs, derivative assets and other


7,367



3,861Total assets

$
2,370,004


$
1,751,582LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesAccounts payable and accrued liabilities

$
237,981


$
136,674Current taxes payable






10,839Capital cost accrual


117,134



88,445Total current liabilities


355,115



235,958Long-term debt


448,000



290,000Deferred income tax liability


479,272



341,406Other long-term obligations


63,378



26,672Total shareholders equity


1,024,239



857,546Total liabilities and shareholders equity

$
2,370,004


$
1,751,582    4




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Nine Months EndedSeptember 30,2008


2007(Unaudited)(Amounts in thousands of U.S. dollars)Cash provided by (used in):Operating activities:Net income for the period

$
349,182


$
153,060Adjustments to reconcile net income to net cash provided by
    operating activities:Income from discontinued operations, net of tax provision of
    $225 and $10,720, respectively


(415
)


(19,909
)Depletion and depreciation


130,681



94,084Deferred income taxes


197,350



69,987Unrealized (gain) loss on commodity derivatives


(15,765
)


Excess tax benefit from stock based compensation


(65,932
)


(13,561
)Stock compensation


4,860



3,918Other


315



94Net changes in non-cash working capital:Restricted cash


(97
)


(1,483
)Accounts receivable


(14,496
)


(119
)Prepaid expenses and other current and non-current assets


(2,112
)


(1,142
)Accounts payable and accrued liabilities


100,374



31,199Other long-term obligations


35,080



9,370Current taxes payable


(10,839
)


(2,150
)Net cash provided by operating activities from continuing
    operations


708,186



323,348Net cash provided by operating activities from discontinued
    operations






33,683Net cash provided by operating activities


708,186



357,031Investing activities:Oil and gas property expenditures


(678,978
)


(515,961
)Investing activities from discontinued operations






(13,910
)Post-closing adjustments on sale of subsidiary


640



Change in capital cost accrual


28,689



445Inventory


7,307



2,517Purchase of capital assets


(1,098
)


(438
)Net cash used in investing activities


(643,440
)


(527,347
)Financing activities:Borrowings on long-term debt


480,000



230,000Payments on long-term debt


(322,000
)


Deferred financing costs


(1,580
)


(1,082
)Repurchased shares


(285,097
)


(84,515
)Excess tax benefit from stock based compensation


65,932



13,561Proceeds from exercise of options


18,366



6,518Net cash (used in) provided by financing activities


(44,379
)


164,482Increase (decrease) in cash during the period


20,367



(5,834
)Cash and cash equivalents, beginning of period


10,632



14,574Cash and cash equivalents, end of period

$
30,999


$
8,740    5




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Form 10-Q
  DESCRIPTION
    OF THE BUSINESS:
    1.
    SIGNIFICANT
    ACCOUNTING POLICIES:  Regulation S-X. Regulation S-X Form 10-K. Form 10-K.
  Basis of presentation and principles of
    consolidation: Sino-American
  Financial Statement Restatement:
   6




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash and cash equivalents:
  Restricted cash:
  Capital assets other than oil and gas
    properties:
  Oil and natural gas properties:
      Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
 7




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventories:
  Forward natural gas sales
    transactions:
  Income taxes:
    Earnings per share:
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007Net income from continuing operations

$
148,975


$
32,756


$
348,767


$
133,151Net income from discontinued operations

$



$
4,644


$
415


$
19,909Net income

$
148,975


$
37,400


$
349,182


$
153,060Weighted average common shares outstanding during the period


152,217



151,530



152,592



151,825Effect of dilutive instruments


3,855



6,694



4,734



6,943Weighted average common shares outstanding during the period
    including the effects of dilutive instruments


156,072



158,224



157,326



158,768 8




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007Basic Earnings per Share:Income per common from continuing operations

$
0.98


$
0.22


$
2.29


$
0.88Income per common from discontinued operations

$
0.00


$
0.03


$
0.00


$
0.13Net income per common share

$
0.98


$
0.25


$
2.29


$
1.01Fully Diluted Earnings per Share:Income per common from continuing operations

$
0.95


$
0.21


$
2.22


$
0.84Income per common from discontinued operations

$
0.00


$
0.03


$
0.00


$
0.12Net income per common share

$
0.95


$
0.24


$
2.22


$
0.96   Use of estimates:
  Accounting for share-based
    compensation:
  Fair Value Accounting.
  Revenue Recognition.
 9




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other Comprehensive Income:
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2008


2007


2008


2007Net income

$
148,975


$
37,400


$
349,182


$
153,060Unrealized gain on derivative instruments*


55,287



10,131



17,729



13,159Tax (expense) on unrealized gain on derivative instruments*


(19,406
)


(3,556
)


(6,223
)


(4,619
)Other comprehensive income

$
184,856


$
43,975


$
360,688


$
161,600     *
    
    Relates to derivative instruments that qualify for hedge
    accounting treatment under SFAS No. 133.    Reclassifications:
  Impact of recently issued accounting
    pronouncements:
  2.
    OIL AND
    GAS PROPERTIES:  September 30,


December 31,2008


2007Developed Properties:Acquisition, equipment, exploration, drilling and environmental
    costs

$
2,542,520


$
1,868,564Less accumulated depletion, depreciation and amortization


(460,424
)


(330,813
)2,082,096



1,537,751Unproven Properties:Acquisition and exploration costs


46,873



36,778$
2,128,969


$
1,574,529  10




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    LONG-TERM
    LIABILITIES:  September 30,


December 31,2008


2007Bank indebtedness

$
148,000


$
290,000Senior notes, due 2015


100,000



Senior notes, due 2018


200,000



Other long-term obligations


63,378



26,672$
511,378


$
316,672   Bank indebtedness:
      1 2
  Senior Notes, due 2015 and 2018:
      Other long-term obligations:
 11




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    SHARE
    BASED COMPENSATION:  Valuation
    and Expense Information under SFAS 123R
    Nine Months Ended September 30,2008


2007Total cost of share-based payment plans

$
7,737


$
6,768Amounts capitalized in fixed assets

$
2,877


$
2,850Amounts charged against income, before income tax benefit

$
4,860


$
3,918Amount of related income tax benefit recognized in income

$
1,706


$
1,375     Nine Months EndedSeptember 30, 2008


September 30, 2007Non-Executives


Executives


Non-Executives


ExecutivesExpected volatility


41.22 - 43.18
%


42.5 - 43.34
%


41.55 - 43.70
%


44.40
%Expected dividends


0
%


0
%


0
%


0
%Expected term (in years)


5.01 - 5.15



5.98 - 6.45



4.75 - 5.02



5.53Risk free rate


2.48 - 3.41
%


2.98 - 3.00
%


4.16 - 5.07
%


4.69
%Expected forfeiture rate


15.0
%


15.0
%


14.0
%


14.0
%   Changes
    in Stock Options and Stock Options Outstanding
    WeightedAverageNumber of


Exercise PriceOptions


(US$)Balance, December 31, 2007


7,589


$
0.25 to $67.73Granted


289


$
52.77 to $98.87Forfeited


(17
)

$
51.60 to $75.18Exercised


(2,462
)

$
0.25 to $67.73Balance, September 30, 2008


5,399


$
0.25 to $98.87  12




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PERFORMANCE
    SHARE PLANS:
  Long-Term Equity-Based Incentives.
             13




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      5.  SHARE
    REPURCHASE PROGRAM:
      Shares


Weighted AverageTOTAL

Purchased


Price per Share


$ Value1st Quarter  2008


397


$
75.25


$
29,8292nd Quarter  2008


452


$
85.97


$
38,8073rd Quarter  2008


3,266


$
66.27


$
216,461Prior


5,694


$
51.73


$
294,549May 2006  September 30, 2008


9,809


$
59.10


$
579,646   Shares


Weighted AverageOPEN MARKET

Purchased


Price per Share


$ Value1st Quarter  2008


214


$
75.53


$
16,1392nd Quarter  2008


210


$
84.13


$
17,6433rd Quarter  2008


3,237


$
65.97


$
213,589Prior


5,401


$
51.19


$
276,442May 2006  September 30, 2008


9,062


$
57.81


$
523,813   Shares


Weighted AverageNET SHARE SETTLEMENTS

Purchased


Price per Share


$ Value1st Quarter  2008


183


$
74.92


$
13,6902nd Quarter  2008


242


$
87.57


$
21,1643rd Quarter  2008


29


$
98.88


$
2,872Prior


293


$
61.73


$
18,107May 2006  September 30, 2008


747


$
74.76


$
55,833  14




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    INCOME
    TAXES:      For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2008


2007


2008


2007$


Rate


$


Rate


$


Rate


$


RateContinuing Operations Current  State tax payments

$
12



0.0
%

$
10



0.0
%

$
28



0.0
%

$
25



0.0
%Current  US AMT payments






0.0
%


1,100



2.2
%


(209
)


0.0
%


2,625



1.3
%Current  Withholding taxes


4,711



2.0
%






0.0
%


4,711



0.9
%


1,068



0.5
%Deferred tax expense


86,647



36.0
%


16,617



32.9
%


197,350



35.8
%


69,987



33.8
%Income Tax Provision  Continuing Operations

$
91,370



38.0
%

$
17,727



35.1
%

$
201,880



36.7
%

$
73,705



35.6
%Discontinued Operations Current taxes  China

$




0.0
%

$
2,374



33.2
%

$
225



35.1
%

$
12,019



39.2
%Deferred tax expense  China






0.0
%


126



1.8
%






0.0
%


(1,299
)


(4.2
)%Income Tax Provision   Discontinued Operations

$




0.0
%

$
2,500



35.0
%

$
225



35.1
%

$
10,720



35.0
%Total Income Tax Provision

$
91,370



38.0
%

$
20,227



35.1
%

$
202,105



36.7
%

$
84,425



35.5
%     7.
    DERIVATIVE
    FINANCIAL INSTRUMENTS:    Inside FERC
    Gas Market Report.
   15




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Volume-

AverageType

Remaining Contract Period

MMBTU/Day

Price/MMBTUSwap

October 2008


190,000


$
7.19Swap

Jan 2009  Dec 2009


30,000


$
7.35     For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2008


2007


2008


2007Realized gains (loss) on derivatives designated as cash flow
    hedges(1)

$
4,918


$



$
(5,176
)

$
Realized gains (loss) on derivatives(2)

$
17,202


$



$
3,083


$
Unrealized gain (loss) on commodity derivatives(3)

$
40,915


$



$
15,765


$
     (1)
    
    Included in natural gas sales in the income statement. (Related
    tax expense (benefit) of $1,726 and ($1,817), respectively).(2)
    
    Included in realized gain (loss) on commodity derivatives in the
    income statement. (Related tax expense (benefit) of $6,038 and
    $1,082, respectively).(3)
    
    Included in unrealized gain (loss) on commodity derivatives in
    the income statement. (Related tax expense (benefit) of $14,361
    and $5,534, respectively). 16




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Royalty-in-Kind
  Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUCalendar 2008


100,000


$
6.83Summer 2008 (October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


90,000


$
7.06   8.
    DISCONTINUED
    OPERATIONS:  Sino-American
  Sino-American (Sino-American),
    For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2008


2007


2008


2007Operating revenues

$



$
19,254


$



$
64,821Post closing adjustment on sale of subsidiary










640



Operating expenses






12,110







34,192Income before income tax provision






7,144



640



30,629Income tax provision






2,500



225



10,720Income from discontinued operations, net of tax

$



$
4,644


$
415


$
19,909   9.
    FAIR
    VALUE MEASUREMENTS:    Level 1:
    Quoted prices (unadjusted) in active markets for identical
    assets and liabilities that we have the ability to access at the
    measurement date.Level 2:
    Inputs other than quoted prices included within Level 1
    that are either directly or indirectly observable for the asset
    or liability, including quoted prices for similar assets or
    liabilities in active markets, quoted prices for identical or
    similar assets or liabilities in 17




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  inactive markets, inputs other than quoted prices that are
    observable for the asset or liability, and inputs that are
    derived from observable market data by correlation or other
    means. Instruments categorized in Level 2 include
    non-exchange traded derivatives such as over-the-counter
    forwards and swaps.  Level 3:
    Unobservable inputs for the asset or liability, including
    situations where there is little, if any, market activity for
    the asset or liability.      Level 1


Level 2


Level 3


TotalAssets:Derivatives

$



$
41,128


$



$
41,128Liabilities:Derivatives

$



$



$



$
     10.
    LEGAL
    PROCEEDINGS:    11.
    SUBSEQUENT
    EVENT:   18




---



##### Table of Contents



ITEM 2
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    2003-2008
    Financial Statement Restatement.
    Rockies Express Pipeline.
 19




---



##### Table of Contents



Discontinued Operations. Sino-American
  Forward Natural Gas Sales.
  Fair Value Measurements.
     20




---



##### Table of Contents



Level 1(a)


Level 2(b)


Level 3(c)


TotalAssets:Derivatives

$



$
41,128


$



$
41,128Liabilities:Derivatives

$



$



$



$
     (a)
    
    Values represent observable unadjusted quoted prices for traded
    instruments in active markets.(b)
    
    Values with inputs that are observable directly or indirectly
    for the instrument, but do not qualify for Level 1.(c)
    
    Values with a significant amount of inputs that are not
    observable for the instrument.  Share-Based Payment Arrangements.
    Full Cost Method of Accounting. country-by-country
  Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
 21




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  QUARTER
    ENDED SEPTEMBER 30, 2008 VS. QUARTER ENDED SEPTEMBER 30,
    2007
               22




---



##### Table of Contents



NINE
    MONTHS ENDED SEPTEMBER 30, 2008 VS. NINE MONTHS ENDED SEPTEMBER
    30, 2007
       23




---



##### Table of Contents



24




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
      Bank indebtedness.
    1 2
  Senior Notes, due 2015 and 2018:
 25




---



##### Table of Contents



Operating Activities.
  Investing Activities.
  Financing Activities.
  Recent Disruption in the Credit Markets.
  OFF
    BALANCE SHEET ARRANGEMENTS
    CAUTIONARY
    STATEMENT PURSUANT TO SAFE HARBOR PROVISION OF THE PRIVATE
    SECURITIES LITIGATION REFORM ACT OF 1995
   26




---



##### Table of Contents



and/or and/or Form 10-K
  ITEM 3
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Inside FERC Gas Market Report.
     27




---



##### Table of Contents



Volume-


AverageType

Remaining Contract Period

MMBTU/Day


Price/MMBTUSwap

October 2008


190,000


$
7.19Swap

Jan 2009  Dec 2009


30,000


$
7.35     For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2008


2007


2008


2007Realized gains (loss) on derivatives designated as cash flow
    hedges(1)

$
4,918


$



$
(5,176
)

$
Realized gains (loss) on derivatives(2)

$
17,202


$



$
3,083


$
Unrealized gain (loss) on commodity derivatives(3)

$
40,915


$



$
15,765


$
     (1)
    
    Included in natural gas sales in the income statement. (Related
    tax expense (benefit) of $1,726 and ($1,817), respectively).(2)
    
    Included in realized gain (loss) on commodity derivatives in the
    income statement. (Related tax expense (benefit) of $6,038 and
    $1,082, respectively).(3)
    
    Included in unrealized gain (loss) on commodity derivatives in
    the income statement. (Related tax expense (benefit) of $14,361
    and $5,534, respectively).  Royalty-in-Kind
  Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUCalendar 2008


100,000


$
6.83Summer 2008 (October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


90,000


$
7.06   ITEM 4
    CONTROLS
    AND PROCEDURES  (a)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(e)
 28




---



##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    ITEM 1A.
    RISK
    FACTORS  If the
    United States experiences a sustained economic downturn or
    recession, natural gas prices may fall, which may adversely
    affect our results of operations.
    Form 10-K
  ITEM 2.
    CHANGES
    IN SECURITIES AND USE OF PROCEEDS    Maximum NumberTotal Number of


(or ApproximateShares Purchased as


Dollar Value) ofPart of Publicly


Shares That MayTotal Number


Average


Announced


Yet be Purchasedof Shares


Price Paid


Plans or


Under thePeriod

Purchased


per Share


Programs


Plans or ProgramsJan 1  Jan 31, 2008


96,321


$
71.57



96,321


$
699 millionFeb 1  Feb 28, 2008


71,281


$
79.04



71,281


$
693 millionMar 1  Mar 31, 2008


228,830


$
75.61



228,830


$
676 millionApr 1  Apr 30, 2008


223,559


$
79.51



223,559


$
658 millionMay 1  May 31, 2008


45,668


$
90.07



45,668


$
654 millionJun 1  Jun 30, 2008


182,153


$
92.88



182,153


$
637 millionJul 1  Jul 31, 2008


878,147


$
77.23



878,147


$
569 millionAug 1  Aug 31, 2008


1,178,250


$
67.26



1,178,250


$
490 millionSep 1  Sep 30, 2008


1,210,085


$
57.35



1,210,085


$
420 millionTOTAL


4,114,294


$
69.29



4,114,294


$
420 million  29




---



##### Table of Contents



ITEM 3.
    DEFAULTS
    IN SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF THE SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS AND
    REPORTS ON
    FORM 8-K
    -  (a)
    Exhibits  3
.1

Articles of Incorporation of Ultra Petroleum Corp. 
    (incorporated by reference to Exhibit 3.1 of the
    Companys Quarterly Report on Form 10Q for the period
    ended June 30, 2001.)3
.2

By-Laws of Ultra Petroleum Corp-(incorporated by reference to
    Exhibit 3.2 of the Companys Quarterly Report on
    Form 10Q for the period ended June 30, 2001.)3
.3

Articles of Amendment to Articles of Incorporation of Ultra
    Petroleum Corp. (incorporated by reference to Exhibit 3.3
    of the Companys Report on
    Form 10-K/A
    for the period ended December 31, 2005)4
.1

Specimen Common Share Certificate  (incorporated by
    reference to Exhibit 4.1 of the Companys Quarterly
    Report on Form 10Q for the period ended June 30, 2001.)10
.1

Master Note Purchase Agreement dated March 6, 2008
    (incorporated by reference to Exhibit 10.1 of the
    Companys Report on
    Form 8-K
    filed on March 6, 2008).31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    filed herewith 30




---



##### Table of Contents



SIGNATURES      By:
    /s/  Michael
    D. Watford   Title:
    Chairman, President and 
    Chief Executive Officer    By:
    /s/  Marshall
    D. Smith   Title:
    Chief Financial Officer   31




---



##### Table of Contents



EXHIBIT INDEX  3
.1

Articles of Incorporation of Ultra Petroleum Corp. 
    (incorporated by reference to Exhibit 3.1 of the
    Companys Quarterly Report on Form 10Q for the period
    ended June 30, 2001.)3
.2

By-Laws of Ultra Petroleum Corp-(incorporated by reference to
    Exhibit 3.2 of the Companys Quarterly Report on
    Form 10Q for the period ended June 30, 2001.)3
.3

Articles of Amendment to Articles of Incorporation of Ultra
    Petroleum Corp. (incorporated by reference to Exhibit 3.3
    of the Companys Report on
    Form 10-K/A
    for the period ended December 31, 2005)4
.1

Specimen Common Share Certificate  (incorporated by
    reference to Exhibit 4.1 of the Companys Quarterly
    Report on Form 10Q for the period ended June 30, 2001).10
.1

Master Note Purchase Agreement dated March 6, 2008
    (incorporated by reference to Exhibit 10.1 of the
    Companys Report on
    Form 8-K
    filed on March 6, 2008).31
.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    filed herewith 32