##### 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, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number 0-29370
   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

77060(Zip code)(Address of principal executive
    offices)    (281) 876-0120
 (Registrants telephone
    number, including area code)
   þ o
  Rule 12b-2 þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ




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##### 



TABLE
    OF CONTENTS
  PART I  FINANCIAL
    INFORMATIONITEM 1


FINANCIAL STATEMENTS


3ITEM 2


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


17ITEM 3


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


22ITEM 4


CONTROLS AND PROCEDURES


23PART II  OTHER INFORMATIONITEM 1.


LEGAL PROCEEDINGS


23ITEM 1A.


RISK FACTORS


23ITEM 2.


CHANGES IN SECURITIES AND USE OF PROCEEDS


24ITEM 3.


DEFAULTS IN SENIOR SECURITIES


24ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY
    HOLDERS


24ITEM 5.


OTHER INFORMATION


24ITEM 6.


EXHIBITS


25SIGNATURES


26EXHIBIT INDEX


27Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION
  ITEM 1 
    FINANCIAL
    STATEMENTS  ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Nine MonthsFor the Three Months Ended September 30,


Ended September 30,2007


2006


2007


2006(Unaudited)(Amounts in thousands of U.S. dollars, exceptper share data)Revenues:Natural gas sales

$
103,847


$
116,365


$
367,552


$
330,202Oil sales


13,368



11,168



37,111



27,971Total operating revenues


117,215



127,533



404,663



358,173Expenses:Production expenses and taxes


26,051



25,469



81,982



65,062Depletion and depreciation


31,864



19,556



94,084



50,189General and administrative


3,470



4,225



10,109



12,093Total operating expenses


61,385



49,250



186,175



127,344Operating income


55,830



78,283



218,488



230,829Other income (expense):Interest expense


(5,550
)


(872
)


(12,471
)


(1,183
)Interest income


203



285



839



1,629Total other income (expense)


(5,347
)


(587
)


(11,632
)


446Income before income tax provision


50,483



77,696



206,856



231,275Income tax provision


17,727



35,940



73,705



91,865Net income from continuing operations


32,756



41,756



133,151



139,410Income from discontinued operations, net of tax


4,644



10,719



19,909



31,215Net income


37,400



52,475



153,060



170,625Retained earnings, beginning of period


740,444



511,739



624,784



393,589Retained earnings, end of period

$
777,844


$
564,214


$
777,844


$
564,214Basic Earnings per Share:Income per common share from continuing operations

$
0.22


$
0.27


$
0.88


$
0.90Income per common share from discontinued operations

$
0.03


$
0.07


$
0.13


$
0.20Net Income per common share

$
0.25


$
0.34


$
1.01


$
1.10Fully Diluted Earnings per Share:Income per common share from continuing operations

$
0.21


$
0.26


$
0.84


$
0.86Income per common share from discontinued operations

$
0.03


$
0.07


$
0.12


$
0.19Net Income per common share

$
0.24


$
0.33


$
0.96


$
1.05Weighted average common shares outstanding  basic


151,530



153,351



151,825



154,591Weighted average common shares outstanding  fully
    diluted


158,224



160,920



158,768



162,447    3




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    BALANCE SHEETS
  September 30,


December 31,2007


2006(Unaudited)(Amounts in thousands of U.S. dollars)ASSETSCurrent assetsCash and cash equivalents

$
8,740


$
14,574Restricted cash


2,150



667Accounts receivable


87,924



87,805Deferred tax asset


8,512



8,266Derivative assets


7,467



Inventory


16,412



18,929Assets related to operations held for sale (see Note 8)


118,011



119,285Prepaid drilling costs and other current assets


751



Total current assets


249,967



249,526Oil and gas properties, net, using the full cost method of
    accountingProved


1,398,176



978,000Unproved


36,004



28,998Capital assets


1,752



1,775Deferred financing costs, derivative assets and other


6,432



Total assets

$
1,692,331


$
1,258,299LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesAccounts payable and accrued liabilities

$
111,861


$
75,458Current taxes payable


2,678



2,207Liabilities associated with operations held for sale (see
    Note 8)


13,238



13,162Other current liabilities






530Capital cost accrual


95,312



94,867Total current liabilities


223,089



186,224Long-term debt


395,000



165,000Deferred income tax liability


309,990



252,808Other long-term obligations


34,265



25,262Shareholders equityShare capital


4,042



5,415Treasury stock


(60,439
)


(1,194
)Retained earnings


777,844



624,784Accumulated other comprehensive income


8,540



Total shareholders equity


729,987



629,005Total liabilities and shareholders equity

$
1,692,331


$
1,258,299    4




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Nine Months EndedSeptember 30,2007


2006(Unaudited)(Amounts in thousands of U.S. dollars)Cash provided by (used in):Operating activities:Net income for the period

$
153,060


$
170,625Adjustments to reconcile net income to net cash provided by
    operating activities:Income from discontinued operations, net of tax


(19,909
)


(31,215
)Depletion and depreciation


94,084



50,189Deferred income taxes


69,987



82,908Excess tax benefit from stock based compensation


(13,561
)


(9,516
)Stock compensation


2,138



1,022Other


94



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


(1,483
)


(2
)Accounts receivable


(119
)


(10,170
)Prepaid drilling costs and other current assets


(1,142
)


22Accounts payable and accrued liabilities


36,403



31,583Other long-term obligations


7,117



5,255Taxes payable


(2,150
)


(3,565
)Net cash provided by operating activities from continuing
    operations


324,519



287,136Net cash provided by operating activities from discontinued
    operations


33,683



42,171Net cash provided by operating activities


358,202



329,307Investing activities:Oil and gas property expenditures


(517,132
)


(323,566
)Investing activities from discontinued operations


(13,910
)


(18,972
)Change in capital cost accrual


445



34,798Inventory


2,517



(2,555
)Purchase of capital assets


(438
)


(566
)Net cash used in investing activities


(528,518
)


(310,861
)Financing activities:Borrowings on long-term debt


230,000



110,000Deferred financing costs


(1,082
)


Repurchased shares


(84,515
)


(174,319
)Stock issued for compensation






1,741Excess tax benefit from stock based compensation


13,561



9,516Proceeds from exercise of options


6,518



7,493Net cash provided by (used in) financing activities


164,482



(45,569
)Decrease in cash during the period


(5,834
)


(27,123
)Cash and cash equivalents, beginning of period


14,574



43,968Cash and cash equivalents, end of period

$
8,740


$
16,845    5




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##### 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
  Accounting principles:
  Cash and cash equivalents:
  Restricted cash:
  Capital assets other than oil and gas
    properties:
  Oil and gas properties: country-by-country
 6




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    country-by-country
  Regulation S-X Rule 4-10. country-by-country
  Regulation S-X Rule 4-10 states
  Inventories:
  Forward natural gas sales
    transactions:
  Income taxes:
 7




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006Net income

$
37,400


$
52,475


$
153,060


$
170,625Weighted average common shares outstanding during the period


151,530



153,351



151,825



154,591Effect of dilutive instruments


6,694



7,569



6,943



7,856Weighted average common shares outstanding during the period
    including the effects of dilutive instruments


158,224



160,920



158,768



162,447Net income per share  basic

$
0.25


$
0.34


$
1.01


$
1.10Net income per share  fully diluted

$
0.24


$
0.33


$
0.96


$
1.05   Use of estimates:
  Accounting for share-based
    compensation:
    Revenue Recognition.
 8




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other Comprehensive Earnings
    (Loss):
  Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006Net income

$
37,400


$
52,475


$
153,060


$
170,625Unrealized gain on derivative instruments, net of tax


6,575







8,540



Comprehensive income

$
43,975


$
52,475


$
161,600


$
170,625   Reclassifications:
  Impact of recently issued accounting
    pronouncements:
  2.
    OIL AND
    GAS PROPERTIES:  September 30,


December 31,2007


2006Developed Properties:Acquisition, equipment, exploration, drilling and environmental
    costs  Domestic

$
1,688,004


$
1,174,683Less accumulated depletion, depreciation and
    amortization  Domestic


(289,828
)


(196,683
)1,398,176



978,000Unproven Properties:Acquisition and exploration costs  Domestic


36,004



28,998$
1,434,180


$
1,006,998  9




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##### Table of Contents



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


December 31,2007


2006Bank indebtedness

$
395,000


$
165,000Other long-term obligations


34,265



25,262$
429,265


$
190,262   Bank indebtedness:
      1 2
  Other long-term obligations:
  4.
    SHARE
    BASED COMPENSATION  Valuation
    and Expense Information under SFAS 123R
    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2006Total cost of share-based payment plans

$
3,317


$
1,406Amounts capitalized in fixed assets

$
1,679


$
684Amounts charged against income, before income tax benefit

$
1,638


$
722Amount of related income tax benefit recognized in income

$
575


$
253    10




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nine Months EndedSeptember 30, 2007


September 30, 2006Non-Executives


Executives


Non-Executives


ExecutivesExpected volatility


41.55  43.70
%


44.4
%


44.2  45.8
%


43.5
%Expected dividends


0
%


0
%


0
%


0
%Expected term (in years)


4.75  5.02



5.53



2.75  4.71



3.58Risk free rate


4.16  5.07
%


4.69
%


4.56  5.03
%


4.84
%Expected forfeiture rate


14.0
%


14.0
%


20.0
%


20.0
%   Changes
    in Stock Options and Stock Options Outstanding
    WeightedAverageNumber of


Exercise PriceOptions


(US$)Balance, December 31, 2006


9,082,756


$
0.26 to $67.73Granted


385,976


$
45.95 to $62.23Exercised


(880,250
)

$
0.38 to $55.58Forfeited


(76,432
)

$
47.19 to $63.05Expired






Balance, September 30, 2007


8,512,050


$
0.26 to $67.73   PERFORMANCE
    SHARE PLANS:
  Long-Term Equity-Based Incentives.
     11




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            5.
    SHARE
    REPURCHASE PROGRAM:     12




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      6.
    INCOME
    TAXES:  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109, Accounting for Income Taxes.
      non-U.S. income
     13




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Nine Months EndedFor the Three Months Ended September 30,


September 30,2007


2006


2007


2006$


Rate


$


Rate


$


Rate


$


RateContinuing Operations Current  State tax payments

$
10



0.0
%

$




0.0
%

$
25



0.0
%

$




0.0
%Current  US AMT payments


1,100



2.2
%






0.0
%


2,625



1.3
%






0.0
%Current  Withholding taxes






0.0
%


5,159



6.6
%


1,068



0.5
%


8,957



3.9
%Deferred tax expense


16,617



32.9
%


30,781



39.6
%


69,987



33.8
%


82,908



35.8
%Income Tax Provision  Continuing Operations

$
17,727



35.1
%

$
35,940



46.2
%

$
73,705



35.6
%

$
91,865



39.7
%Discontinued Operations Current taxes  China

$
2,374



33.2
%

$
390



3.5
%

$
12,019



39.2
%

$
14,215



31.3
%Deferred tax expense  China


126



1.8
%






0.0
%


(1,299
)


(4.2
)%






0.0
%Income Tax Provision  Discontinued Operations

$
2,500



35.0
%

$
390



3.5
%

$
10,720



35.0
%

$
14,215



31.3
%Total Income Tax Provision

$
20,227



35.1
%

$
36,330



40.9
%

$
84,425



35.5
%

$
106,080



38.3
%   7.
    DERIVATIVE
    FINANCIAL INSTRUMENTS:     14




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##### Table of Contents



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


Average


UnrealizedMMBTU/


Price/


Gain atType

Remaining Contract Period

Day


MMBTU


09/30/2007*Swap

Oct  2007  Dec 2007


10,000


$
4.59


$
1,271,989Swap

Apr 2008  Oct 2008


60,000


$
6.82


$
7,145,957Swap

Jan 2009  Dec 2009


30,000


$
7.35


$
4,741,349     *
    
    Unrealized gains are not adjusted for income tax effect.    Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUOctober 2007


40,000


$
6.20Calendar 2008


100,000


$
6.83Calendar 2009


10,000


$
7.51   8.
    DISCONTINUED
    OPERATIONS:  Sino-American
  Sino-American (Sino-American), Sino-American
  Sino-American
  For the Three Months


For the Nine MonthsEnded September 30,


Ended September 30,2007


2006


2007


2006Operating revenues

$
19,254


$
17,833


$
64,821


$
68,336Operating expenses


12,110



6,724



34,192



22,906Income before income tax provision


7,144



11,109



30,629



45,430Income tax provision


2,500



390



10,720



14,215Income from discontinued operations, net of tax

$
4,644


$
10,719


$
19,909


$
31,215  15




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


December 31,2007


2006ASSETSCurrent assetsCash and cash equivalents

$
100


$
132Accounts receivable


6,200



2,294Inventory






408Prepaid drilling costs and other current assets






4,025Total current assets


6,300



6,859Oil and gas properties, net, using the full cost method of
    accounting


111,711



112,371Capital assets






55Total assets related to operations held for sale

$
118,011


$
119,285LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesAccounts payable and accrued liabilities

$
2,529


$
833Current taxes payable


2,454



4,635Deferred revenues


296



Total current liabilities


5,279



5,468Long-term liabilitiesDeferred income tax liability


6,572



6,383Other long-term obligations


1,387



1,311Total liabilities associated with operations held for sale

$
13,238


$
13,162   9.
    SUBSEQUENT
    EVENT:  Sino-American
  10.
    LEGAL
    PROCEEDINGS:   16




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##### Table of Contents



ITEM 2 
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS    2003-2007
    Sino-American Sino-American Sino-American Sino-American Sino-American
     17




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##### Table of Contents



country-by-country
  Regulation S-X Rule 4-10. country-by-country
  Regulation S-X Rule 4-10 states
  RESULTS
    OF OPERATIONS
  QUARTER
    ENDED SEPTEMBER 30, 2007 VS. QUARTER ENDED SEPTEMBER 30,
    2006
     18




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##### Table of Contents



NINE
    MONTHS ENDED SEPTEMBER 30, 2007 VS. NINE MONTHS ENDED SEPTEMBER
    30, 2006
     19




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
     20




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##### Table of Contents



1 2
        OFF
    BALANCE SHEET ARRANGEMENTS
    CAUTIONARY
    STATEMENT PURSUANT TO SAFE HARBOR PROVISION OF THE PRIVATE
    SECURITIES LITIGATION REFORM ACT OF 1995
   21




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##### Table of Contents



and/or and/or Form 10-K
  ITEM 3 
    QUANTITATIVE AND QUALITATIVE DISCLOSURES
    ABOUT MARKET RISK        Volume-


Average


UnrealizedMMBTU/


Price/


Gain atType

Remaining Contract Period

Day


MMBTU


09/30/2007*Swap

Oct 2007  Dec 2007


10,000


$
4.59


$
1,271,989Swap

Apr 2008  Oct 2008


60,000


$
6.82


$
7,145,957Swap

Jan 2009  Dec 2009


30,000


$
7.35


$
4,741,349     *
    
    Unrealized gains are not adjusted for income tax effect. 22




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##### Table of Contents



Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUOctober 2007


40,000


$
6.20Calendar 2008


100,000


$
6.83Calendar 2009


10,000


$
7.51   ITEM 4 
    CONTROLS
    AND PROCEDURES  (a)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(e)
  PART II 
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS    ITEM 1A.
    RISK
    FACTORS  Form 10-K
 23




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##### Table of Contents



ITEM 2.
    CHANGES
    IN SECURITIES AND USE OF PROCEEDS  Total Number


Maximum Numberof Shares


(or ApproximatePurchased


Dollar Value)as Part of


of Shares ThatPublicly


May Yet beTotal Number


Average


Announced


Purchasedof Shares


Price Paid


Plans or


Under thePeriod

Purchased


per Share


Programs


Plans or ProgramsJan 1  Jan 31, 2007













$
802 millionFeb 1  Feb 28, 2007


18,179


$
51.87



18,179


$
801 millionMar 1  Mar 31, 2007


149,900


$
52.66



149,900


$
793 millionApr 1  Apr 30, 2007


217,350


$
55.01



217,350


$
781 millionMay 1  May 31, 2007


46,142


$
62.88



46,142


$
778 millionJun 1  Jun 30, 2007


272,000


$
56.41



272,000


$
763 millionJul 1  Jul 31, 2007


312,296


$
56.40



312,296


$
745 millionAug 1  Aug 31, 2007


307,000


$
54.31



307,000


$
729 millionSep 1  Sep 30, 2007


191,100


$
54.85



191,100


$
718 millionTOTAL


1,513,967


$
55.36



1,513,967


$
718 million           ITEM 3.
    DEFAULTS
    IN SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF THE SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION   24




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##### Table of Contents



ITEM 6.
    EXHIBITS AND
    REPORTS ON
    FORM 8-K    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

Credit Agreement dated as of April 30, 2007 among Ultra
    Resources, Inc., JPMorgan Chase Bank, N.A. as Administrative
    Agent, J.P. Morgan Securities Inc. as Sole Bookrunner and
    Sole Lead Arranger, and the Lenders party thereto 
    (incorporated by reference to Exhibit 10.1 of the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2007).10
.2

Employment Agreement between the Company and Michael D. Watford
    dated August 6, 2007  (incorporated by reference
    to Exhibit 10.2 of the Companys Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2007).10
.3

Share Purchase Agreement dated September 26, 2007 between
    UP Energy Corporation and SPC E&P (China) Pte.
    Ltd.  (incorporated by reference to Exhibit 10.1
    of the Companys Report on
    Form 8-K
    filed on September 26, 2007).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 25




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##### 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   26




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##### 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

Credit Agreement dated as of April 30, 2007 among Ultra
    Resources, Inc., JPMorgan Chase Bank, N.A. as Administrative
    Agent, J.P. Morgan Securities Inc. as Sole Bookrunner and
    Sole Lead Arranger, and the Lenders party thereto 
    (incorporated by reference to Exhibit 10.1 of the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2007).10
.2

Employment Agreement between the Company and Michael D. Watford
    dated August 6, 2007  (incorporated by reference
    to Exhibit 10.2 of the Companys Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2007).10
.3

Share Purchase Agreement dated September 26, 2007 between
    UP Energy Corporation and SPC E&P (China) Pte.
    Ltd.  (incorporated by reference to Exhibit 10.1
    of the Companys Report on
    Form 8-K
    filed on September 26, 2007).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 27