##### 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
    March 31, 2009oro

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
  Regulation S-T o o
  Rule 12b-2
  Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated filer
    o

Smaller reporting company
    o(Do not check if a smaller reporting
    company)   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


18Item 3

Quantitative and Qualitative Disclosures about
    Market Risk


25Item 4

Controls and Procedures


26PART II  OTHER
    INFORMATIONItem 1.

Legal Proceedings


27Item 1A.

Risk Factors


27Item 2.

Change in Securities and Use of Proceeds


27Item 3.

Defaults in Senior Securities


27Item 4.

Submission of Matters to a Vote of the Security
    Holders


27Item 5.

Other Information


27Item 6.

Exhibits


28Signatures


29Exhibit Index


30EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  ITEM 1 
    FINANCIAL STATEMENTS  ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Three MonthsEnded March 31,2009


2008(Unaudited)(Amounts in thousands of U.S. dollars, except per share
    data)Revenues:Natural gas sales

$
158,830


$
249,121Oil sales


9,123



22,016Total operating revenues


167,953



271,137Expenses:Lease operating expenses


10,243



10,737Production taxes


17,351



30,935Gathering fees


10,791



9,998Transportation charges


13,355



9,657Depletion and depreciation


60,661



42,250Write-down of proved oil and gas properties


1,037,000



General and administrative


4,574



4,345Total operating expenses


1,153,975



107,922Operating (loss) income


(986,022
)


163,215Other income (expense), net:Interest expense


(7,297
)


(5,272
)Other expense


(2,631
)


(12
)Gain (loss) on commodity derivatives


206,428



(27,673
)Interest income


18



162Total other income (expense), net


196,518



(32,795
)(Loss) income before income tax (benefit) provision


(789,504
)


130,420Income tax (benefit) provision


(276,916
)


47,021Net (loss) income from continuing operations


(512,588
)


83,399(Loss) from discontinued operations, net of tax






(67
)Net (loss) income


(512,588
)


83,332Basic (Loss) Earnings per Share:(Loss) income per common share from continuing operations

$
(3.39
)

$
0.55(Loss) income per common share from discontinued operations

$
0.00


$
0.00Net (loss) income per common share

$
(3.39
)

$
0.55Fully Diluted (Loss) Earnings per Share:(Loss) income per common share from continuing operations

$
(3.39
)

$
0.53(Loss) income per common share from discontinued operations

$
0.00


$
0.00Net (loss) income per common share

$
(3.39
)

$
0.53Weighted average common shares outstanding  basic


151,238



152,501Weighted average common shares outstanding  fully
    diluted


151,238



158,083    3




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    BALANCE SHEETS
  March 31,


December 31,2009


2008(Unaudited)(Amounts in thousandsof U.S. dollars)ASSETSCurrent assets:Cash and cash equivalents

$
14,396


$
14,157Restricted cash


1,669



2,727Accounts receivable


97,246



126,710Derivative assets


212,874



39,939Inventory


8,832



8,522Prepaid drilling costs and other current assets


4,297



6,163Total current assets


339,314



198,218Oil and gas properties, net, using the full cost method of
    accounting:Proved


1,475,574



2,294,982Unproved properties not being amortized






55,544Property, plant and equipment


6,135



5,770Deferred financing costs, derivative assets and other


15,947



3,648Total assets

$
1,836,970


$
2,558,162LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
135,307


$
163,902Production taxes payable


57,276



61,416Derivative liabilities


151



1,712Capital cost accrual


61,914



120,543Total current liabilities


254,648



347,573Long-term debt


721,000



570,000Deferred income tax liability


224,757



503,597Other long-term obligations


57,369



46,206Shareholders equity:Common stock  no par value; authorized 
    unlimited; issued and outstanding  151,262,256 and
    151,232,545, respectively


350,214



346,832Treasury stock


(43,615
)


(45,740
)Retained earnings


260,535



774,117Accumulated other comprehensive income


12,062



15,577Total shareholders equity


579,196



1,090,786Total liabilities and shareholders equity

$
1,836,970


20$
2,558,162    4




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2009


2008(Unaudited)(Amounts in thousands of U.S. dollars)Cash provided by (used in):Operating activities:Net (loss) income for the period

$
(512,588
)

$
83,332Adjustments to reconcile net income to net cash provided by
    operating activities:Loss from discontinued operations, net of tax provision of ($36)






67Depletion and depreciation


60,661



42,250Write-down of proved oil and gas properties


1,037,000



Deferred income taxes


(276,939
)


47,220Unrealized (gain) loss on commodity derivatives


(186,073
)


27,673Excess tax benefit from stock based compensation






(25,529
)Stock compensation


2,125



854Other


117



90Net changes in non-cash working capital:Restricted cash


1,058



(8
)Accounts receivable


29,464



(2,163
)Prepaid expenses and other current and non-current assets


2,006



(3,299
)Other non-current assets


(2,323
)


Accounts payable and accrued liabilities


(31,966
)


24,140Other long-term obligations


9,375



13,744Current taxes payable






(10,839
)Net cash provided by operating activities


131,917



197,532Investing activities:Oil and gas property expenditures


(221,869
)


(179,349
)Post-closing adjustments on sale of subsidiary






(103
)Change in capital cost accrual


(58,629
)


6,028Inventory


(310
)


824Purchase of capital assets


(591
)


(347
)Net cash used in investing activities


(281,399
)


(172,947
)Financing activities:Borrowings on long-term debt


493,000



332,000Payments on long-term debt


(342,000
)


(322,000
)Deferred financing costs


(1,279
)


(1,580
)Repurchased shares






(29,829
)Excess tax benefit from stock based compensation






25,529Proceeds from exercise of options






7,002Net cash provided by financing activities


149,721



11,122Increase in cash during the period


239



35,707Cash and cash equivalents, beginning of period


14,157



10,632Cash and cash equivalents, end of period

$
14,396


$
46,339    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:
  Cash and cash equivalents:
  Restricted cash:
  Capital assets other than oil and gas
    properties:
  Oil and natural gas properties:
   6




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
    Inventories:
  Derivative Instruments and Hedging
    Activities:
   7




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income taxes:
    Earnings per share:
    Three Months EndedMarch 31,


March 31,2009(1)


2008Net (loss) income from continuing operations

$
(512,588
)

$
83,399Net (loss) income from discontinued operations






(67
)Net (loss) income

$
(512,588
)

$
83,332Weighted average common shares outstanding during the period


151,238



152,501Effect of dilutive instruments






5,582Weighted average common shares outstanding during the period
    including the effects of dilutive instruments


151,238



158,083Basic (Loss) Earnings per Share:(Loss) income per common share from continuing operations

$
(3.39
)

$
0.55(Loss) income per common share from discontinued operations

$
0.00


$
0.00Net (loss) income per common share

$
(3.39
)

$
0.55Fully Diluted (Loss) Earnings per Share:(Loss) income per common share from continuing operations

$
(3.39
)

$
0.53(Loss) income per common share from discontinued operations

$
0.00


$
0.00Net (loss) income per common share

$
(3.39
)

$
0.53     (1)
    
    Due to the net loss for the three months ended March 31,
    2009, 2.6 million shares for options and restricted stock
    were anti-dilutive and excluded from the computation of loss per
    share.  Use of estimates:
 8




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Accounting for share-based
    compensation:
  Fair Value Accounting. SFAS No. 157-2
  Asset Retirement Obligation
  Revenue Recognition.
  Other Comprehensive Income:
  For the Three MonthsEnded March 31,2009


2008Net (loss) income

$
(512,588
)

$
83,332Loss on derivative instruments*


(5,416
)


(29,918
)Tax benefit on loss on derivative instruments*


1,901



10,501Other comprehensive (loss) income

$
(516,103
)

$
63,915     *
    
    Effective November 3, 2008, the Company changed its method
    of accounting for natural gas commodity derivatives to reflect
    unrealized gains and losses on commodity derivative contracts in
    the income statement rather than on the balance sheet (See
    Note 6). The net gain or loss in accumulated other
    comprehensive income at 9




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  November 3, 2008 will remain on the balance sheet and the
    respective months gains or losses will continue to be
    reclassified from accumulated other comprehensive income to
    earnings as the counterparty settlements affect earnings
    (January through December 2009). It is still considered probable
    that the original forecasted transactions will occur; therefore,
    the net gain or loss in accumulated other comprehensive income
    shall not be immediately reclassified into earnings. As a result
    of the de-designation on November 3, 2008, the company no
    longer has any derivative instruments which qualify for cash
    flow hedge accounting.    Reclassifications:
  Impact of recently issued accounting
    pronouncements: Form 10-K
    2.
    OIL AND
    GAS PROPERTIES:  March 31,


December 31,2009


2008Developed Properties:Acquisition, equipment, exploration, drilling and environmental
    costs

$
3,086,835


$
2,809,082Less accumulated depletion, depreciation and amortization


(1,611,261
)


(514,100
)1,475,574



2,294,982Unproven Properties*:Acquisition and exploration costs not being amortized






55,544$
1,475,574


$
2,350,526     *
    
    The Company holds interests in unproven properties in which
    leasehold costs and seismic costs related to these interests of
    $55.5 million were excluded from the amortization base at
    December 31, 2008. Exclusion from amortization is permitted
    in order to avoid distortion in the amortization per unit that
    could result if the cost of unevaluated properties with no
    proved reserves attributed to them was included in the
    amortization base. Effective January 1, 2009, the Company
    has determined that these costs are not significant enough to
    warrant exclusion from the amortization base and has begun
    amortizing the costs on a unit of production basis.   10




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    LONG-TERM
    LIABILITIES:  March 31,


December 31,2009


2008Bank indebtedness

$
186,000


$
270,000Senior notes


535,000



300,000Other long-term obligations


57,369



46,206$
778,369


$
616,206   Bank indebtedness:
      1 2
  Senior Notes, due 2016 and 2019:
     11




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Senior Notes, due 2015 and 2018:
    Other long-term obligations:
  4.
    SHARE
    BASED COMPENSATION:  Valuation
    and Expense Information under SFAS 123R
    Three Months Ended March 31,2009


2008Total cost of share-based payment plans

$
3,742


$
1,745Amounts capitalized in fixed assets

$
1,617


$
891Amounts charged against income, before income tax benefit

$
2,125


$
854Amount of related income tax benefit recognized in income

$
745


$
300     Three Months EndedMarch 31, 2009


March 31, 2008Non-Executives


Executives


Non-Executives


ExecutivesExpected volatility


41.2 - 47.6
%


42.5 - 43.3
%


41.2 - 41.4
%


42.5
%Expected dividends


0
%


0
%


0
%


0
%Expected term (in years)


5.01 - 5.15



5.98 - 6.45



5.01 - 5.06



5.98Risk free rate


2.48 - 3.41
%


2.98 - 3.00
%


2.48 - 3.28
%


2.98
%Expected forfeiture rate


14.0
%


14.0
%


15.0
%


15.0
%  12




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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


299


$
51.14 to $98.87Forfeited


(80
)

$
51.60 to $85.05Exercised


(3,595
)

$
0.25 to $67.73Balance, December 31, 2008


4,213


$
0.25 to $98.87Granted






Forfeited


(5
)

$
51.60 to $78.55Exercised






Balance, March 31, 2009


4,208


$
0.25 to $98.87   Performance
    Share Plans:
  Long Term Incentive Plans.
      Best in Class Program.
 13




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    INCOME
    TAXES:      For the Three MonthsEnded March 31,2009


2008$


Rate


$


RateContinuing Operations Current  State tax payments

$
23



0.0
%

$
10



0.0
%Current  Federal tax credit






0.0
%


(209
)


(0.1
)%Deferred tax (benefit) expense


(276,939
)


(35.1
)%


47,220



36.2
%Income tax (benefit) Provision

$
(276,916
)


(35.1
)%

$
47,021



36.1
%Discontinued Operations Deferred tax (benefit)  China

$




0.0
%

$
(36
)


(35.1
)%Income tax (benefit)

$




0.0
%

$
(36
)


(35.1
)%Total income tax (benefit) provision

$
(276,916
)


(35.1
)%

$
46,985



36.1
%   6.
    DERIVATIVE
    FINANCIAL INSTRUMENTS:     14




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inside FERC Gas Market Report
          Fair Value Volume-


Average


March 31,Type

Point of Sale

Remaining Contract Period

MMBTU/Day


Price/MMBTU


2009Swap

Mid Continent

April 2009 - October 2009


130,000


$
4.99


$
50,240Swap

NW Rockies

April 2009 - October 2009


130,000


$
5.85


$
87,440Swap

NW Rockies

November 2009


50,000


$
3.53


$
237Swap

NW Rockies

January 2009 - December 2009


100,000


$
5.65


$
73,332Swap

NW Rockies

January 2010 - December 2010


60,000


$
4.99


$
9,120Swap

NW Rockies

January 2011 - December 2011


10,000


$
5.00


$
(1,485
)  15




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three MonthsEnded March 31,2009


2008Natural Gas Commodity Derivatives:Realized gain (loss) on derivatives(1)

$
20,355


$
Unrealized gain (loss) on commodity derivatives(2)

$
186,073


$
(27,673
)Total gain (loss) on commodity derivatives

$
206,428


$
(27,673
)     (1)
    
    Included in gain (loss) on commodity derivatives in the
    Consolidated Statements of Operations. (Related tax expense of
    $7,145).(2)
    
    Included in gain (loss) on commodity derivatives in the
    Consolidated Statements of Operations. (Related tax expense
    (benefit) of $65,312 and ($9,713), respectively).    Volume-


AverageType

Point of Sale


Remaining Contract Period


MMBTU/Day


Price/MMBTUSwap


NW Rockies



January 2010 - December 2011



150,000


$
5.00Swap


Northeast



January 2010 - December 2011



20,000


$
6.35   7.
    FAIR
    VALUE MEASUREMENTS:    Level 1
  Level 2
  Level 3
   16




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Level 1


Level 2


Level 3


TotalAssets:Current derivative asset

$



$
212,874


$



$
212,874Non-current derivative asset

$



$
8,953


$



$
8,953Liabilities:Current derivative liability

$



$
151


$



$
151Non-current derivative liability

$



$
2,792


$



$
2,792     SFAS No. 157-2
  8.
    LEGAL
    PROCEEDINGS:   17




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##### Table of Contents



ITEM 2
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    2003-2009
        Rockies Express Pipeline.
   18




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##### Table of Contents



Discontinued Operations. Sino-American Sino-American
  Derivative Instruments and Hedging
    Activities.
      Fair Value Measurements. SFAS No. 157-2
     19




---



##### Table of Contents



Level 1(a)


Level 2(b)


Level 3(c)


TotalAssets:Current derivative asset

$



$
212,874


$



$
212,874Non-current derivative asset

$



$
8,953


$



$
8,953Liabilities:Current derivative liability

$



$
151


$



$
151Non-current derivative liability

$



$
2,792


$



$
2,792     (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.  Asset Retirement Obligation.
  Share-Based Payment Arrangements.
    Write-down of oil and gas properties. country-by-country
   20




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##### Table of Contents



Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
      RESULTS
    OF OPERATIONS
  QUARTER
    ENDED MARCH 31, 2009 VS. QUARTER ENDED MARCH 31,
    2008
           21




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22




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
      Bank indebtedness.
    1 2
  Senior Notes, due 2016 and 2019:
     23




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##### Table of Contents



Senior Notes, due 2015 and 2018:
      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
   24




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##### Table of Contents



and/or and/or Form 10-K
  ITEM 3
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Inside FERC Gas Market Report
       25




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##### Table of Contents



Volume-


Average


Fair Value Type

Point of Sale

Remaining Contract Period

MMBTU/Day


Price/MMBTU


March 31, 2009Swap

Mid Continent

April 2009 - October 2009


130,000


-$
4.99


$
50,240Swap

NW Rockies

April 2009 - October 2009


130,000


$
5.85


$
87,440Swap

NW Rockies

November 2009


50,000


$
3.53


$
237Swap

NW Rockies

January 2009 - December 2009


100,000


$
5.65


$
73,332Swap

NW Rockies

January 2010 - December 2010


60,000


$
4.99


$
9,120Swap

NW Rockies

January 2011 - December 2011


10,000


$
5.00


$
(1,485
)     For the Three MonthsEnded March 31,2009


2008Natural Gas Commodity Derivatives:Realized gain (loss) on derivatives(1)

$
20,355


$
Unrealized gain (loss) on commodity derivatives(2)

$
186,073


$
(27,673
)Total gain (loss) on commodity derivatives

$
206,428


$
(27,673
)     (1)
    
    Included in gain (loss) on commodity derivatives in the
    Consolidated Statements of Operations. (Related tax expense of
    $7,145).(2)
    
    Included in gain (loss) on commodity derivatives in the
    Consolidated Statements of Operations. (Related tax expense
    (benefit) of $65,312 and $9,713, respectively).    Volume-


AverageType

Point of Sale

Remaining Contract Period

MMBTU/Day


Price/MMBTUSwap

NW Rockies

January 2010 - December 2011


150,000


$
5.00Swap

Northeast

January 2010 - December 2011


20,000


$
6.35   ITEM 4
    CONTROLS
    AND PROCEDURES  (a)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(e)
 26




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##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    ITEM 1A.
    RISK
    FACTORS  Form 10-K
  ITEM 2.
    CHANGES
    IN SECURITIES AND USE OF PROCEEDS    ITEM 3.
    DEFAULTS
    IN SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF THE SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION   27




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##### Table of Contents



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).10
.2

First Supplement dated March 5, 2009 to 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 10, 2009).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 28




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##### Table of Contents



SIGNATURES      By:
    /s/  Michael
    D. Watford   Title:
    Chairman, President and     By:
    /s/  Marshall
    D. Smith   Title:
    Chief Financial Officer   29




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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).10
.2

First Supplement dated March 5, 2009 to 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 10, 2009).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