##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q/A
   þ

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

77060Suite 1200, Houston, Texas

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

Accelerated filer o

Non-accelerated filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ




---



##### 





TABLE
    OF CONTENTS
   
 PART I  FINANCIAL
    INFORMATIONITEM 1


FINANCIAL STATEMENTS


4ITEM 2


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


21ITEM 3


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


27ITEM 4


CONTROLS AND PROCEDURES


29PART II  OTHER
    INFORMATIONITEM 1.


LEGAL PROCEEDINGS


29ITEM 1A.


RISK FACTORS


29ITEM 2.


CHANGES IN SECURITIES AND USE OF PROCEEDS


30ITEM 3.


DEFAULTS IN SENIOR SECURITIES


30ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY
    HOLDERS


30ITEM 5.


OTHER INFORMATION


30ITEM 6.


EXHIBITS


31SIGNATURES


32EXHIBIT INDEX


33EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



EXPLANATORY
    NOTE
       3




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##### Table of Contents



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


For the Six MonthsEnded June 30,


Ended June 30,2008


2007


2008


2007Restated





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

$
277,446


$
116,421


$
526,568


$
263,705Oil sales


30,794



14,451



52,809



23,743Total operating revenues


308,240



130,872



579,377



287,448Expenses:Lease operating expenses


8,562



5,573



19,299



10,251Production taxes


35,776



14,694



66,711



32,207Gathering fees


8,766



6,980



18,764



13,473Transportation charges


12,013







21,671



Depletion and depreciation


42,780



32,591



85,030



62,221General and administrative


4,449



3,421



8,794



6,639Total operating expenses


112,346



63,259



220,269



124,791Operating income


195,894



67,613



359,108



162,657Other income (expense), net:Interest expense


(4,543
)


(4,221
)


(9,814
)


(6,921
)Realized gain (loss) on commodity derivatives


(14,119
)






(14,119
)


Unrealized gain (loss) on commodity derivatives


2,523







(25,150
)


Interest income


127



309



277



636Total other income (expense), net


(16,012
)


(3,912
)


(48,806
)


(6,285
)Income before income tax provision


179,882



63,701



310,302



156,372Income tax provision


63,489



23,949



110,510



55,978Net income from continuing operations


116,393



39,752



199,792



100,394Income from discontinued operations, net of tax


482



9,317



415



15,266Net income


116,875



49,069



200,207



115,660Retained earnings, beginning of period


971,152



691,375



887,820



624,784Retained earnings, end of period

$
1,088,027


$
740,444


$
1,088,027


$
740,444Basic Earnings per Share:Income per common share from continuing operations

$
0.76


$
0.26


$
1.31


$
0.66Income per common share from discontinued operations

$
0.00


$
0.06


$
0.00


$
0.10Net Income per common share

$
0.76


$
0.32


$
1.31


$
0.76Fully Diluted Earnings per Share:Income per common share from continuing operations

$
0.74


$
0.25


$
1.27


$
0.63Income per common share from discontinued operations

$
0.00


$
0.06


$
0.00


$
0.10Net Income per common share

$
0.74


$
0.31


$
1.27


$
0.73Weighted average common shares outstanding  basic


153,061



152,022



152,781



151,975Weighted average common shares outstanding  fully
    diluted


157,818



158,992



157,905



159,056    4




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  June 30,


December 31,2008


2007Restated(Unaudited)(Amounts in thousands ofU.S. dollars)ASSETSCurrent assetsCash and cash equivalents

$
60,344


$
10,632Restricted cash


2,624



2,590Accounts receivable


177,409



135,849Derivative assets






5,625Inventory


6,733



13,333Prepaid drilling costs and other current assets


2,290



424Total current assets


249,400



168,453Oil and gas properties, net, using the full cost method of
    accountingProved


1,866,026



1,537,751Unproved


36,622



36,778Property, plant and equipment


4,846



4,739Deferred financing costs, derivative assets and other


3,063



3,861Total assets

$
2,159,957


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

$
213,998


$
140,641Derivative liabilities


54,065



Current taxes payable






10,839Capital cost accrual


118,084



88,445Total current liabilities


386,147



239,925Long-term debt


300,000



290,000Deferred income tax liability


376,524



341,406Other long-term obligations


49,686



26,672Total shareholders equity


1,047,600



853,579Total liabilities and shareholders equity

$
2,159,957


$
1,751,582    5




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Six Months EndedJune 30,2008


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

$
200,207


$
115,660Adjustments to reconcile net income to net cash provided by
    operating activities:Income from discontinued operations, net of tax provision of
    $225 and $8,220, respectively


(415
)


(15,266
)Depletion and depreciation


85,030



62,221Deferred income taxes


110,704



53,308Excess tax benefit from stock based compensation


(62,627
)


(11,548
)Stock compensation


2,755



2,736Unrealized (gain) loss on commodity derivatives


25,150



Other


189



43Net changes in non-cash working capital:Restricted cash


(34
)


(1,207
)Accounts receivable


(41,560
)


(14,654
)Prepaid drilling costs and other current and non-current assets


(1,702
)


(1,006
)Accounts payable and accrued liabilities


71,124



42,729Other long-term obligations


20,424



(1,748
)Current taxes payable


(10,839
)


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


398,406



229,118Net cash provided by operating activities from discontinued
    operations






9,522Net cash provided by operating activities


398,406



238,640Investing activities:Oil and gas property expenditures


(409,089
)


(349,828
)Investing activities from discontinued operations






(10,960
)Post-closing adjustments on sale of subsidiary


640



Change in capital cost accrual


29,639



(9,752
)Inventory


6,600



5,837Purchase of capital assets


(461
)


(219
)Net cash used in investing activities


(372,671
)


(364,922
)Financing activities:Borrowings on long-term debt


332,000



135,000Payments on long-term debt


(322,000
)


Deferred financing costs


(1,580
)


(1,082
)Repurchased shares


(68,635
)


(39,744
)Excess tax benefit from stock based compensation


62,627



11,548Stock issued for compensation


4,934



Proceeds from exercise of options


16,631



4,867Net cash provided by financing activities


23,977



110,589Increase (decrease) in cash during the period


49,712



(15,693
)Cash and cash equivalents, beginning of period


10,632



14,574Cash and cash equivalents, end of period

$
60,344


$
(1,119
)    6




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Form 10-Q/A
  DESCRIPTION
    OF THE BUSINESS:
    1.
    FINANCIAL
    STATEMENT RESTATEMENT     7




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##### Table of Contents



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


Six Months EndedJune 30, 2008


June 30, 2008Previously


As


Previously


AsReported


Restated


Reported


RestatedConsolidated Statements of IncomeNatural gas sales

$
263,327


$
277,446


$
512,449


$
526,568Total operating revenues

$
294,121


$
308,240


$
565,258


$
579,377Operating income

$
181,775


$
195,894


$
344,989


$
359,108Realized gain (loss) on commodity derivatives

$



$
(14,119
)

$



$
(14,119
)Unrealized gain (loss) on commodity derivatives

$



$
2,523


$



$
(25,150
)Income before income tax provision

$
177,359


$
179,882


$
335,452


$
310,302Income tax provision

$
62,603


$
63,489


$
119,337


$
110,510Net income from continuing operations

$
114,756


$
116,393


$
216,115


$
199,792Net income

$
115,238


$
116,875


$
216,530


$
200,207Earnings per Share Basic

$
0.75


$
0.76


$
1.41


$
1.31Fully Diluted

$
0.73


$
0.74


$
1.37


$
1.27   June 30, 2008Previously


AsReported


RestatedConsolidated Balance SheetsAccumulated other comprehensive income (loss)

$
(35,743
)

$
(19,420
)Retained earnings

$
1,104,350


$
1,088,027   For the Six MonthsEnded June 30, 2008Previously


AsReported


RestatedConsolidated Statements of Cash FlowsCash flows from Operating Activities:Net income

$
216,530


$
200,207Unrealized (gain) loss on commodity derivatives

$



$
25,150Deferred income taxes

$
119,531


$
110,704   2.
    SIGNIFICANT
    ACCOUNTING POLICIES:   8




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Regulation S-X. Regulation S-X Form 10-K. Form 10-K.
  Basis of presentation and principles of
    consolidation: Sino-American
  Cash and cash equivalents:
  Restricted cash:
  Capital assets other than oil and gas
    properties:
  Oil and natural gas properties:
  units-of-production
    Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
 9




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventories:
  Forward natural gas sales
    transactions:
  Income taxes:
    Earnings per share:
 10




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##### Table of Contents



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


Six Months EndedJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007Restated





RestatedNet income from continuing operations

$
116,393


$
39,752


$
199,792


$
100,394Net income from discontinued operations

$
482


$
9,317


$
415


$
15,266Net income

$
116,875


$
49,069


$
200,207


$
115,660Weighted average common shares outstanding during the period


153,061



152,022



152,781



151,975Effect of dilutive instruments


4,757



6,970



5,124



7,081Weighted average common shares outstanding during the period
    including the effects of dilutive instruments


157,818



158,992



157,905



159,056Basic Earnings per Share:Income per common from continuing operations

$
0.76


$
0.26


$
1.31


$
0.66Income per common from discontinued operations

$
0.00


$
0.06


$
0.00


$
0.10Net income per common share

$
0.76


$
0.32


$
1.31


$
0.76Fully Diluted Earnings per Share:Income per common from continuing operations

$
0.74


$
0.25


$
1.27


$
0.63Income per common from discontinued operations

$
0.00


$
0.06


$
0.00


$
0.10Net income per common share

$
0.74


$
0.31


$
1.27


$
0.73   Use of estimates:
  Accounting for share-based
    compensation:
  Fair Value Accounting.
 11




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##### Table of Contents



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


For the Six MonthsEnded June 30,


Ended June 30,2008


2007


2008


2007Restated





RestatedNet income

$
116,875


$
49,069


$
200,207


$
115,660Unrealized gain (loss) on derivative instruments*


(7,638
)


3,028



(37,556
)


3,028Taxes benefit (expense) on unrealized gain (loss) on derivative
    instruments*


2,681



(1,063
)


13,182



(1,063
)Other comprehensive income

$
111,918


$
51,034


$
175,833


$
117,625     *
    
    Relates to derivative instruments that qualify for hedge
    accounting treatment under SFAS No. 133.    Reclassifications:
  Impact of recently issued accounting
    pronouncements:
 12




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    OIL AND
    GAS PROPERTIES:  June 30,


December 31,2008


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

$
2,281,171


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


(415,145
)


(330,813
)1,866,026



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


36,622



36,778$
1,902,648


$
1,574,529   4.
    LONG-TERM
    LIABILITIES:  June 30,


December 31,2008


2007Bank indebtedness

$



$
290,000Senior notes, due 2015


100,000



Senior notes, due 2018


200,000



Other long-term obligations


49,686



26,672$
349,686


$
316,672   Bank indebtedness:
      1 2
  Senior Notes, due 2015 and 2018:
 13




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Other long-term obligations:
  5.
    SHARE
    BASED COMPENSATION:  Valuation
    and Expense Information under SFAS 123R
    Six Months Ended June 30,2008


2007Total cost of share-based payment plans

$
4,866


$
4,649Amounts capitalized in fixed assets

$
2,111


$
1,913Amounts charged against income, before income tax benefit

$
2,755


$
2,736Amount of related income tax benefit recognized in income

$
967


$
977     Six Months EndedJune 30, 2008


June 30, 2007Non-Executives


Executives


Non-Executives


ExecutivesExpected volatility


41.22 - 42.47
%


42.5
%


42.54 - 43.70
%


44.40
%Expected dividends


0
%


0
%


0
%


0
%Expected term (in years)


5.01 - 5.08



5.98



4.75 - 5.02



5.53Risk free rate


2.48 - 3.41
%


2.98
%


4.52 - 5.07
%


4.69
%Expected forfeiture rate


15.0
%


15.0
%


14.0
%


14.0
%  14




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Changes
    in Stock Options and Stock Options Outstanding
    WeightedAverageNumber of


Exercise PriceOptions


(US$)Balance, December 31, 2007


7,589


$
0.25 to $67.73Granted


183


$
71.72 to $87.59Exercised


(2,325
)

$
0.25 to $67.73Balance, June 30, 2008


5,447


$
0.25 to $87.59   PERFORMANCE
    SHARE PLANS:
  Long-Term Equity-Based Incentives.
           15




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      6.
    SHARE
    REPURCHASE PROGRAM:      Shares


Weighted AverageTotal

Purchased


Price per Share


$ Value1st Quarter  2008


397


$
75.25


$
29,8292nd Quarter  2008


452


$
85.97


$
38,807Prior


5,694


$
51.73


$
294,549May 2006  June 30, 2008


6,543


$
55.52


$
363,185   Shares


Weighted AverageOpen Market

Purchased


Price per Share


$ Value1st Quarter  2008


214


$
75.53


$
16,1392nd Quarter  2008


210


$
84.13


$
17,643Prior


5,401


$
51.19


$
276,442May 2006  June 30, 2008


5,825


$
53.27


$
310,224   Shares


Weighted AverageNet Share Settlements

Purchased


Price per Share


$ Value1st Quarter  2008


183


$
74.92


$
13,6902nd Quarter  2008


242


$
87.57


$
21,164Prior


293


$
61.73


$
18,107May 2006  June 30, 2008


718


$
73.79


$
52,961  16




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    INCOME
    TAXES:      8.
    DERIVATIVE
    FINANCIAL INSTRUMENTS:    Inside FERC Gas Market Report.
     17




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##### 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 (July  October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


90,000


$
7.06     Volume-


Average


UnrealizedMMBTU/


Price/


Loss (000s) atType

Remaining Contract Period


Day


MMBTU


6/30/2008*Swap


July 2008  Oct 2008



190,000


$
7.19


$
(40,801
)Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
(14,273
)     *
    
    Unrealized losses on commodity derivatives of $25,150 pre-tax
    ($16,322 after tax) are recorded on the Consolidated Statements
    of Income and $29,924 pre-tax ($19,421 after tax) are recorded
    on the Consolidated Balance Sheets in accumulated other
    comprehensive income.    9.
    DISCONTINUED
    OPERATIONS:  Sino-American
  Sino-American (Sino-American),
 18




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sino-American
  For the SixFor the Three Months


MonthsEnded June 30,


Ended June 30,2008


2007


2008


2007Operating revenues

$



$
25,951


$



$
45,568Post closing adjustment on sale of subsidiary


743







640



Operating expenses






12,399







22,082Income before income tax provision


743



13,552



640



23,486Income tax provision


261



4,235



225



8,220Income from discontinued operations, net of tax

$
482


$
9,317


$
415


$
15,266   10.
    FAIR
    VALUE MEASUREMENTS:    Level 1:
  Level 2: over-the-counter
  Level 3:
      Level 1

Level 2

Level 3

TotalAssets:Derivatives

$



$
1,071


$



$
1,071Liabilities:Derivatives

$



$
56,145


$



$
56,145  19




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    LEGAL
    PROCEEDINGS:   20




---



##### Table of Contents



ITEM 2 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    2003-2008
    Rockies Express Pipeline.
      Discontinued Operations. Sino-American Sino-American Sino-American
  Fair Value Measurements.
 21




---



##### Table of Contents



Level 1(a)

Level 2(b)

Level 3(c)

TotalAssets:Derivatives

$



$
1,071


$



$
1,071Liabilities:Derivatives

$



$
56,145


$



$
56,145     (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
 22




---



##### Table of Contents



Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
    RESULTS
    OF OPERATIONS
  QUARTER
    ENDED JUNE 30, 2008 VS. QUARTER ENDED JUNE 30,
    2007
             23




---



##### Table of Contents



SIX
    MONTHS ENDED JUNE 30, 2008 VS. SIX MONTHS ENDED JUNE 30,
    2007
     24




---



##### Table of Contents



25




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
      Bank indebtedness.
    1 2
  Senior Notes, due 2015 and 2018:
   26




---



##### Table of Contents



Operating Activities.
  Investing Activities.
  Financing Activities.
  OFF
    BALANCE SHEET ARRANGEMENTS
    CAUTIONARY
    STATEMENT PURSUANT TO SAFE HARBOR PROVISION OF THE PRIVATE
    SECURITIES LITIGATION REFORM ACT OF 1995
    and/or and/or Form 10-K
  ITEM 3  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   27




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##### Table of Contents



Inside FERC Gas Market Report
      Royalty-in-Kind
  Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUCalendar 2008


100,000


$
6.83Summer 2008 (July  October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


90,000


$
7.06     Volume-

Average

UnrealizedMMBTU/

Price/

Loss (000s) atType

Remaining Contract Period

Day

MMBTU

6/30/2008*Swap


July 2008  Oct 2008



190,000


$
7.19


$
(40,801
)Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
(14,273
)     *
    
    Unrealized losses on commodity derivatives of $25,150 pre-tax
    ($16,322 after tax) are recorded on the Consolidated Statements
    of Income and $29,924 pre-tax ($19,421 after tax) are recorded
    on the Consolidated Balance Sheets in accumulated other
    comprehensive income. 28




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##### Table of Contents



ITEM 4 
    CONTROLS AND PROCEDURES
  (a)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(e)
 PART II 
    OTHER INFORMATION  ITEM 1.LEGAL
    PROCEEDINGS
    ITEM1A.
    RISK
    FACTORS
  Form 10-K
 29




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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, 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 millionTOTAL


847,812


$
80.96



847,812


$
637 million     ITEM 3.DEFAULTS
    IN SENIOR SECURITIES
    ITEM 4.SUBMISSION
    OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
    Michael D. Watford



134,031,245 voted in favor, zero voted against and 839,676
    withheld.W. Charles Helton



134,499,794 voted in favor, zero voted against and 371,127
    withheld.Stephen J. McDaniel



133,826,892 voted in favor, zero voted against and 1,044,029
    withheld.Roger A. Brown



133,828,182 voted in favor, zero voted against and 1,042,739
    withheld.Robert E. Rigney



134,542,847 voted in favor, zero voted against and 328,074
    withheld.         ITEM 5.OTHER
    INFORMATION
   30




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##### Table of Contents



ITEM 6.EXHIBITS AND
    REPORTS ON
    FORM 8-K -
  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 31




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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   32




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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

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 33