##### 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, 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,
    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
   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


23ITEM 4


CONTROLS AND PROCEDURES


24PART II  OTHER
    INFORMATIONITEM 1.


LEGAL PROCEEDINGS


24ITEM 1A.


RISK FACTORS


24ITEM 2.


CHANGES IN SECURITIES AND USE OF PROCEEDS


25ITEM 3.


DEFAULTS IN SENIOR SECURITIES


25ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY
    HOLDERS


25ITEM 5.


OTHER INFORMATION


25ITEM 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 Three MonthsEnded March 31,2008


2007(Unaudited)(Amounts in thousandsof U.S. Dollars, exceptper share data)Revenues:Natural gas sales

$
249,121


$
147,284Oil sales


22,016



9,292Total operating revenues


271,137



156,576Expenses:Production expenses and taxes


61,327



28,684Depletion and depreciation


42,250



29,629General and administrative


4,345



3,218Total operating expenses


107,922



61,531Operating income


163,215



95,045Other income (expense):Interest expense


(5,272
)


(2,700
)Interest income


150



327Total other income (expense), net


(5,122
)


(2,373
)Income before income tax provision


158,093



92,672Income tax provision


56,734



32,030Net income from continuing operations


101,359



60,642(Loss) income from discontinued operations, net of tax (benefit)
    provision of ($36) and $3,985, respectively


(67
)


5,949Net income


101,292



66,591Retained earnings, beginning of period


887,820



624,784Retained earnings, end of period

$
989,112


$
691,375Basic Earnings per Share:Income per common share from continuing operations

$
0.66


$
0.40Income per common share from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.66


$
0.44Fully Diluted Earnings per Share:Income per common share from continuing operations

$
0.64


$
0.38Income per common share from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.64


$
0.42Weighted average common shares outstanding  basic


152,501



151,928Weighted average common shares outstanding  fully
    diluted


158,083



159,112    3




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    BALANCE SHEETS
  March 31,


December 31,2008


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

$
46,339


$
10,632Restricted cash


2,598



2,590Accounts receivable


138,012



135,849Derivative assets






5,625Inventory


12,509



13,333Prepaid drilling costs and other current assets


3,892



424Total current assets


203,350



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


1,676,670



1,537,751Unproved


36,705



36,778Property, plant and equipment


4,903



4,739Deferred financing costs, derivative assets and other


5,921



3,861Total assets

$
1,927,549


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

$
164,725


$
140,641Derivative liabilities


53,175



Current taxes payable






10,839Capital cost accrual


94,473



88,445Total current liabilities


312,373



239,925Long-term debt


300,000



290,000Deferred income tax liability


352,560



341,406Other long-term obligations


40,619



26,672Shareholders equityShare capital


12,005



20,050Treasury stock


(46,697
)


(59,245
)Retained earnings


989,112



887,820Accumulated other comprehensive (loss) income


(32,423
)


4,954Total shareholders equity


921,997



853,579Total liabilities and shareholders equity

$
1,927,549


$
1,751,582    4




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2008


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

$
101,292


$
66,591Adjustments to reconcile net income to net cash provided by
    operating activities:Loss (income) from discontinued operations, net of tax (benefit)
    provision of ($36) and $3,985, respectively


67



(5,949
)Depletion and depreciation


42,250



29,629Deferred income taxes


56,933



30,505Excess tax benefit from stock based compensation


(25,529
)


(3,007
)Stock compensation


854



1,270Other


90



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


(8
)


(558
)Accounts receivable


(2,163
)


(9,088
)Prepaid drilling costs and other current and non-current assets


(3,299
)


(1,119
)Accounts payable and accrued liabilities


23,543



25,732Other long-term obligations


13,744



5,440Current taxes payable


(10,839
)


(625
)Net cash provided by operating activities from continuing
    operations


196,935



138,821Net cash provided by operating activities from discontinued
    operations






4,653Net cash provided by operating activities


196,935



143,474Investing activities:Oil and gas property expenditures


(179,349
)


(159,027
)Investing activities from discontinued operations






(7,725
)Post-closing adjustments on sale of subsidiary


(103
)


Change in capital cost accrual


6,028



15,588Inventory


824



284Purchase of capital assets


(347
)


(142
)Net cash used in investing activities


(172,947
)


(151,022
)Financing activities:Borrowings on long-term debt


332,000



20,000Payments on long-term debt


(322,000
)


Deferred financing costs


(1,580
)


Repurchased shares


(29,829
)


(9,543
)Excess tax benefit from stock based compensation


25,529



3,007Stock issued for compensation


597



Proceeds from exercise of options


7,002



1,766Net cash provided by financing activities


11,719



15,230Increase in cash during the period


35,707



7,682Cash and cash equivalents, beginning of period


10,632



14,574Cash and cash equivalents, end of period

$
46,339


$
22,256    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
  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:
  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 EndedMarch 31,


March 31,2008


2007Net income from continuing operations

$
101,359


$
60,642Net (loss) income from discontinued operations

$
(67
)

$
5,949Net income

$
101,292


$
66,591Weighted average common shares outstanding during the period


152,501



151,928Effect of dilutive instruments


5,582



7,184Weighted average common shares outstanding during the period
    including the effects of dilutive instruments


158,083



159,112Basic Earnings per Share:Income per common from continuing operations

$
0.66


$
0.40Income per common from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.66


$
0.44Fully Diluted Earnings per Share:Income per common from continuing operations

$
0.64


$
0.38Income per common from discontinued operations

$
0.00


$
0.04Net income per common share

$
0.64


$
0.42   Use of estimates:
  Accounting for share-based
    compensation:
   8




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Accounting.
  Revenue Recognition.
  Other Comprehensive Income:
  Three Months Ended March 31,2008


2007Net income

$
101,292


$
66,591Unrealized loss on derivative instruments


(49,958
)


Taxes on unrealized loss on derivative instruments


17,535



Other comprehensive income

$
68,869


$
66,591     Reclassifications:
  Impact of recently issued accounting
    pronouncements:
 9




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2.
    OIL AND
    GAS PROPERTIES:  March 31,


December 31,2008


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

$
2,049,384


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


(372,714
)


(330,813
)1,676,670



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


36,705



36,778$
1,713,375


$
1,574,529   3.
    LONG-TERM
    LIABILITIES:  March 31,


December 31,2008


2007Bank indebtedness

$



$
290,000Senior notes, due 2015


100,000



Senior notes, due 2018


200,000



Other long-term obligations


40,619



26,672$
340,619


$
316,672   Bank indebtedness:
      1 2
  Senior Notes, due 2015 and 2018:
 10




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other long-term obligations:
  4.
    SHARE
    BASED COMPENSATION  Valuation
    and Expense Information under SFAS 123R
    Three Months Ended March 31,2008


2007Total cost of share-based payment plans

$
1,745


$
1,590Amounts capitalized in fixed assets

$
891


$
820Amounts charged against income, before income tax benefit

$
854


$
770Amount of related income tax benefit recognized in income

$
300


$
270Cash flow from operations

$
(25,529
)

$
(3,007
)Cash flow from financing activities

$
25,529


$
3,007    11




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31, 2008


March 31, 2007Non-Executives


Executives


Non-Executives


ExecutivesExpected volatility


41.22 - 41.39
%


42.5
%


43.25 - 43.70
%


44.40
%Expected dividends


0
%


0
%


0
%


0
%Expected term (in years)


5.01 - 5.06



5.98



4.75 - 4.85



5.53Risk free rate


2.48 - 3.28
%


2.98
%


4.52 - 4.68
%


4.69
%Expected forfeiture rate


15.0
%


15.0
%


14.00
%


14.00
%   Changes
    in Stock Options and Stock Options Outstanding
    WeightedAverageNumber of


Exercise PriceOptions


(US$)Balance, December 31, 2007


7,589


$
0.25 to $67.73Granted


142


$
71.60 to $78.55Exercised


(1,069
)

$
0.25 to $67.73Balance, March 31, 2008


6,662


$
0.25 to $78.55   PERFORMANCE
    SHARE PLANS:
  Long-Term Equity-Based Incentives.
       12




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##### Table of Contents



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


Weighted AverageTOTAL

Purchased


Price per Share


$ ValueFirst Quarter  2008


396


$
75.25


$
29,829Prior


5,694


$
51.73


$
294,549May 2006  March 31, 2008


6,090


$
53.26


$
324,378   Shares


Weighted AverageOPEN MARKET

Purchased


Price per Share


$ ValueFirst Quarter  2008


214


$
75.53


$
16,139Prior


5,400


$
51.19


$
276,442May 2006  March 31, 2008


5,614


$
52.11


$
292,581   Shares


Weighted AverageNET SHARE SETTLEMENTS

Purchased


Price per Share


$ ValueFirst Quarter  2008


183


$
74.92


$
13,690Prior


293


$
61.73


$
18,107May 2006  March 31, 2008


476


$
66.79


$
31,797   6.
    INCOME
    TAXES:  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109, Accounting for Income Taxes.
 13




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        non-U.S. income
      7.
    DERIVATIVE
    FINANCIAL INSTRUMENTS:    Inside FERC Gas Market Report
 14




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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 (April  October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


70,000


$
6.77     Volume-


Average


UnrealizedMMBTU/


Price/


Loss (000s) atType

Remaining Contract Period


Day


MMBTU


3/31/2008*Swap


Apr 2008  Oct 2008



190,000


$
7.19


$
(47,436
)Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
(2,522
)     *
    
    Unrealized losses are not adjusted for income tax effect.  8.
    DISCONTINUED
    OPERATIONS:  Sino-American
  Sino-American (Sino-American), Sino-American
 15




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sino-American
  For the Three MonthsEnded March 31,2008


2007Operating revenues

$



$
19,617Post-closing adjustments on sale of subsidiary


(103
)


Operating expenses






9,683(Loss) income before income tax (benefit) provision


(103
)


9,934Income tax (benefit) provision


(36
)


3,985(Loss) income from discontinued operations, net of tax

$
(67
)

$
5,949   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 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

$



$
3,825


$



$
3,825Liabilities:Derivatives

$



$
53,784


$



$
53,784  16




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10.
    LEGAL
    PROCEEDINGS:   17




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##### Table of Contents



ITEM 2 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS    2003-2007
        Sino-American Sino-American Sino-American
  Fair Value Measurements.
 18




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##### Table of Contents



Level 1(1)


Level 2(2)


Level 3(3)


TotalAssets:Derivatives

$



$
3,825


$



$
3,825Liabilities:Derivatives

$



$
53,784


$



$
53,784     (1)
    
    Values represent observable unadjusted quoted prices for traded
    instruments in active markets.(2)
    
    Values with inputs that are observable directly or indirectly
    for the instrument, but do not qualify for Level 1.(3)
    
    Values with a significant amount of inputs that are not
    observable for the instrument.  Share-Based Payment Arrangements.
    Full Cost method of Accounting.
 19




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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 MARCH 31, 2008 VS. QUARTER ENDED MARCH 31,
    2007
         20




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
      Bank indebtedness.
   21




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##### Table of Contents



1 2
  Senior Notes, due 2015 and 2018:
      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
   22




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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
     23




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##### Table of Contents



Royalty-in-Kind
  Volume-


AverageRemaining Contract Period

MMBTU/Day


Price/MMBTUCalendar 2008


100,000


$
6.83Summer 2008 (April  October)


20,000


$
6.88Calendar 2009


10,000


$
7.51Summer 2009 (April  October)


70,000


$
6.77     Volume-


Average


UnrealizedMMBTU/


Price/


Loss (000s) atType

Remaining Contract Period


Day


MMBTU


3/31/2008*Swap


Apr 2008  Oct 2008



190,000


$
7.19


$
(47,436
)Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
( 2,522
)     *
    
    Unrealized losses are not adjusted for income tax effect.  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
 24




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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 millionTOTAL


396,432


$
75.25



396,432


$
676 million   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  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 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

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 27