##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year ended
    December 31, 2007o

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(Jurisdiction of Incorporation
    or Organization)

(I.R.S. Employer Identification
    No.)   363 North Sam Houston Parkway East, Suite 1200
 Houston, Texas 77060
 (Address of Principal Executive
    Offices) (Zip Code)
  281-876-0120
 (Registrants Telephone
    Number, Including Area Code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Shares, without par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    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
      Form 10-K.




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##### 





TABLE OF
    CONTENTS
   
 PagePART ICertain Definitions


3Item 1.


Business


5Item 1A.


Risk Factors


15Item 1B.


Unresolved Staff Comments


21Item 2.


Properties


21Item 3.


Legal Proceedings


28Item 4.


Submission of Matters to a Vote of Security
    Holders


28PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


29Item 6.


Selected Financial Data


31Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


32Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 8.


Financial Statements and Supplementary Data


42Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosures


76Item 9A.


Controls and Procedures


76Item 9B.


Other Information


76PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


76Item 11.


Executive Compensation


77Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


77Item 13.


Certain Relationships, Related Transactions and
    Director Independence


77Item 14.


Principal Accounting Fees and Services


77PART IVItem 15.


Exhibits, Financial Statement Schedules


77Signatures


79Subsidiaries of the CompanyConsent of Netherland, Sewell & Associates, Inc.Consent of Ryder Scott CompanyConsent of Ernst & Young LLP.Consent of KPMG LLPCertification 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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Certain
    Definitions  Terms
    used to describe quantities of oil and natural gas and
    marketing
  
    Bbl One stock tank barrel, or 42
    U.S. gallons liquid volume, of crude oil or other liquid
    hydrocarbons.
    Bcf One billion cubic feet of natural gas.
    Bcfe One billion cubic feet of natural gas
    equivalent.
    BOE One barrel of oil equivalent, converting
    natural gas to oil at the ratio of 6 Mcf of natural gas to
    1 Bbl of oil.
    BTU British Thermal Unit.
    Condensate An oil-like liquid produced in
    association with natural gas production that condenses from
    natural gas as it is produced and delivered into a separator or
    similar equipment and collected in tanks at each well prior to
    the delivery of such natural gas to the natural gas gathering
    pipeline system.
    MBbl One thousand barrels.
    Mcf One thousand cubic feet of natural gas.
    Mcfe One thousand cubic feet of natural gas
    equivalent, converting oil or condensate to natural gas at the
    ratio of 1 Bbl of oil or condensate to 6 Mcf of
    natural gas.
    MMBbl One million barrels of oil or other
    liquid hydrocarbons.
    MMcf One million cubic feet of natural gas.
    MBOE One thousand BOE.
    MMBOE One million BOE.
    MMBTU One million British Thermal Units.  Terms
    used to describe the Companys interests in wells and
    acreage
  
    Gross oil and natural gas wells or acres The
    Companys gross wells or gross acres represent the total
    number of wells or acres in which the Company owns a working
    interest.
    Net oil and natural gas wells or acres Determined by multiplying gross oil
    and natural gas wells or acres by the working interest that the
    Company owns in such wells or acres represented by the
    underlying properties.
    Prospect A location where hydrocarbons such
    as oil and gas are believed to be present in quantities which
    are economically feasible to produce.  Terms
    used to assign a present value to the Companys
    reserves
  
    Standardized measure of discounted future net cash flows,
    after income taxes The present value, discounted
    at 10%, of the pre-tax future net cash flows attributable to
    estimated net proved reserves. The Company calculates this
    amount by assuming that it will sell the oil and natural gas
    production attributable to the proved reserves estimated in its
    independent engineers reserve report for the oil and
    natural gas spot prices on the last day of the year, adjusted
    for quality and transportation. The Company also assumes that
    the cost to produce the reserves will remain constant at the
    costs prevailing on the date of the report. The assumed costs
    are subtracted from the assumed revenues resulting in a stream
    of future net cash flows. Estimated future income taxes, using
    rates in effect on the date of the report, are deducted from the
    net cash flow stream. The after-tax cash flows are discounted at
    10% to result in the standardized measure of the Companys
    proved reserves.
    Standardized measure of discounted future net cash flows
    before income taxes The discounted present value
    of proved reserves is identical to the standardized measure
    described above, except that estimated 3




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future income taxes are not deducted in calculating future net
    cash flows. The Company discloses the discounted present value
    without deducting estimated income taxes to provide what it
    believes is a better basis for comparison of its reserves to the
    producers who may have different income tax rates.  Terms
    used to classify the Companys reserve
    quantities
  Regulation S-X,
  Proved oil and natural gas reserves. Rule 4-10(a)(2).
  and/or
      Proved developed reserves Rule 4-10(a)(3).
  Proved undeveloped reserves Rule 4-10(a)(4).
  Terms
    used to describe the legal ownership of the Companys oil
    and natural gas properties
  
    Working interest A real property interest
    entitling the owner to receive a specified percentage of the
    proceeds of the sale of oil and natural gas production or a
    percentage of the production, but requiring the owner of the
    working interest to bear the cost to explore for, develop and
    produce such oil and natural gas. A working interest owner who
    owns a portion of the working interest may participate either as
    operator or by voting his percentage interest to approve or
    disapprove the appointment of an operator and drilling and other
    major activities in connection with the development and
    operation of a property.  Terms
    used to describe seismic operations
  
    Seismic data Oil and natural gas companies
    use seismic data as their principal source of information to
    locate oil and natural gas deposits, both to aid in exploration
    for new deposits and to manage or enhance production from known
    reservoirs. To gather seismic data, an energy source is used to
    send sound waves into 4




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
    2-D
    seismic data 2-D
    seismic survey data has been the standard acquisition technique
    used to image geologic formations over a broad area.
    2-D seismic
    data is collected by a single line of energy sources which
    reflect seismic waves to a single line of geophones. When
    processed,
    2-D seismic
    data produces an image of a single vertical plane of sub-surface
    data.
    3-D
    seismic data 3-D
    seismic data is collected using a grid of energy sources, which
    are generally spread over several miles. A
    3-D survey
    produces a three dimensional image of the subsurface geology by
    collecting seismic data along parallel lines and creating a cube
    of information that can be divided into various planes, thus
    improving visualization. Consequently,
    3-D seismic
    data is generally considered a more reliable indicator of
    potential oil and natural gas reservoirs in the area evaluated. PART I  Item 1.
    Business.  Business Corporations Act
    Sino-American (Sino-American),
  Sino-American, Sino-American
   5




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Form 10-K, Form 10-Q, Form 8-K, (281) 876-0120.
  and/or 1-800-SEC-0330.
  Business
    Strategy
  Green
    River Basin, Wyoming
  40-acre (40-acre (10-acre (5-acre 80-acre (10-acre 80-acre (5-acre
  Pennsylvania
    Bohai
    Bay, China
  Sino-American,
 6




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Marketing
    and Pricing
      Natural
    Gas Marketing
       7




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8




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Oil
    Marketing
  Sino-American, Sino-American,
    Environmental
    Matters
   9




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80-acre 80-acre 80-acre 80-acre 80-acre
     10




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(20-acre (5-acre (10-acre 40-acre 40-acre (10-acre (5-acre 5-acre 10-acre 20-acre 40-acre
  2004-2005. 2005-2006 2013-2014
       11




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Regulation
  Oil
    and Gas Regulation
       12




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on-site and/or
      Environmental
    Regulations
  General.
  Solid and Hazardous Waste.
   13




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Superfund.
  National Environmental Policy Act.
  Oil Pollution Act.
  Air Emissions.
  Clean Water Act.
 14




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Endangered Species Act.
  OSHA and other Regulations. and/or
    Employees
    Item 1A.
    Risk
    Factors.  There
    are inherent limitations in all control systems and failure of
    our controls and procedures to detect error or fraud could
    seriously harm our business and results of
    operations.
    Our
    reserve estimates may turn out to be incorrect if the
    assumptions upon which these estimates are based are inaccurate.
    Any material inaccuracies in these reserve estimates or
    underlying assumptions will materially affect the quantities and
    present value of our reserves.
   15




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Competitive
    industry conditions may negatively affect our ability to conduct
    operations.
      
    our access to the capital necessary to drill wells and acquire
    properties;
    our ability to acquire and analyze seismic, geological and other
    information relating to a property;
    our ability to retain the personnel necessary to properly
    evaluate seismic and other information relating to a
    property; and
    our ability to access pipelines, and the locations of facilities
    used to produce and transport oil and natural gas production.  Factors
    beyond our control affect our ability to effectively market
    production and may ultimately affect our financial
    results.
    
    the extent of domestic production and imports of oil and natural
    gas;
    the availability of pipeline capacity;
    the proximity of natural gas production to those natural gas
    pipelines;
    the effects of inclement weather;
    the demand for oil and natural gas by utilities and other end
    users;
    the availability of alternative fuel sources;
    state and federal regulations of oil and natural gas
    marketing; and
    federal regulation of natural gas sold or transported in
    interstate commerce.    We may
    experience a temporary decline in revenues if we lose one of our
    significant customers.
   16




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A
    decrease in oil and natural gas prices may adversely affect our
    results of operations and financial condition.
        A
    price decrease may more adversely affect the price received for
    our Wyoming production than production in other U.S.
    regions.
  and/or
  Compliance
    with environmental and other government regulations could be
    costly and could negatively impact our production.
    
    require that we acquire permits before commencing drilling;
    restrict the substances that can be released into the
    environment in connection with drilling and production
    activities;
    limit or prohibit drilling activities on protected areas such as
    wetlands or wilderness areas; and 17




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
    require remedial measures to mitigate pollution from former
    operations, such as plugging abandoned wells.  clean-up
  on-site and/or
  We may
    not be able to replace our reserves or generate cash flows if we
    are unable to raise capital. We will be required to make
    substantial capital expenditures to develop our existing
    reserves and to discover new oil and gas reserves.
      Our
    operations may be interrupted by severe weather or drilling
    restrictions, particularly in the Rocky Mountain
    region.
   18




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Our
    focus on exploration projects increases the risks inherent in
    our oil and gas activities.
    Unless
    we are able to replace reserves which we have produced, our cash
    flows and production will decrease over time.
    We are
    exposed to operating hazards and uninsured risks that could
    adversely impact our results of operations and cash
    flow.
    There
    are risks associated with our drilling activity that could
    impact our results of operations.
    Our
    decision to drill a prospect is subject to a number of factors
    which may alter our drilling schedule or our plans to drill at
    all.
    
    receipt of additional seismic data or reprocessing of existing
    data; 19




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
    material changes in oil or natural gas prices;
    the costs and availability of drilling equipment;
    success or failure of wells drilled in similar formations or
    which would use the same production facilities;
    availability and cost of capital;
    changes in the estimates of costs to drill or complete wells;
    the approval of partners to participate in the drilling of
    certain wells;
    our ability to attract other industry partners to acquire a
    portion of the working interest to reduce exposure to costs and
    drilling risks;
    decisions of our joint working interest owners; and
    regulatory requirements, including those based on the BLMs
    interpretation of an EIS and the results of the permitting
    process.    If oil
    and natural gas prices decrease, we may be required to take
    write-downs of the carrying value of our oil and gas
    properties.
  and/or country-by-country
  Forward-Looking
    Statements
      
    our oil and natural gas reserve quantities, and the discounted
    present value of those reserves;
    the amount and nature of our capital expenditures;
    drilling of wells;
    the timing and amount of future production and operating costs; 20




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
    business strategies and plans of management; and
    prospect development and property acquisitions.    
    general economic conditions;
    the volatility of oil and natural gas prices;
    the uncertainty of estimates of oil and natural gas reserves;
    the impact of competition;
    the availability and cost of seismic, drilling and other
    equipment;
    operating hazards inherent in the explorations for and
    production of oil and natural gas;
    difficulties encountered during the explorations for and
    production of oil and natural gas;
    difficulties encountered in delivering oil and natural gas to
    commercial markets;
    changes in customer demand and producers supply;
    the uncertainty of our ability to attract capital;
    compliance with, or the effect of changes in, the extensive
    governmental regulations regarding the oil and natural gas
    business;
    actions of operators of our oil and natural gas
    properties; and
    weather conditions.    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.  Location
    and Characteristics
  10-year
  Green
    River Basin, Wyoming
   21




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Exploratory Wells.
  Development Wells.
  Pennsylvania
    Exploratory Wells.
 22




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Oil and
    Gas Reserves
    December 31,2007


2006


2005(In thousands)Proved Undeveloped ReservesNatural gas (MMcf)


1,758,431



1,415,132



1,264,632Oil (MBbl)


14,067



11,321



10,117Proved Developed ReservesNatural gas (MMcf)


1,084,224



842,969



635,591Oil (MBbl)


8,764



6,522



5,087Total Proved Reserves (MMcfe)


2,979,644



2,365,159



1,991,447Estimated future net cash flows, before income tax

$
13,076,921


$
6,590,206


$
12,067,267Standardized measure of discounted future net cash flows, before
    income taxes(1)

$
5,841,194


$
2,690,464


$
5,311,312Future income tax

$
1,971,792


$
905,384


$
1,809,228Standardized measure of discounted future net cash flows, after
    income tax

$
3,869,402


$
1,785,080


$
3,502,084Calculated weighted average price at December 31,Gas ($/Mcf)

$
6.13


$
4.50


$
8.00Oil ($/Bbl)

$
86.91


$
59.95


$
60.81     (1)
    
    Management believes that the presentation of the standardized
    measure of discounted future net cash flows, before income
    taxes, of estimated proved reserves, discounted at 10% per
    annum, may be considered a non-GAAP financial measure as defined
    in Item 10(e) of
    Regulation S-K,
    therefore the Company has included this reconciliation of the
    measure to the most directly comparable GAAP financial measure
    (Standardized measure of discounted future net cash flows, after
    income taxes). Management believes that the presentation of the
    standardized measure of future net cash flows before income
    taxes, provides useful information to investors because it is
    widely used by professional analysts and sophisticated investors
    in evaluating oil and gas companies. Because many factors that
    are unique to each individual company may impact the amount of
    future income taxes to be paid, the use of the pre-tax measure
    provides greater comparability when evaluating companies. It is
    relevant and useful to investors for evaluating the relative
    monetary significance of the Companys oil and natural gas
    properties. Further, investors may utilize the measure as a
    basis for comparison of the relative size and value of the
    Companys reserves to other companies. The standardized
    measure of discounted future net cash flows, before income
    taxes, is not a measure of financial or operating performance
    under GAAP, nor is it intended to represent the current market
    value of the estimated oil and natural gas reserves owned by the
    Company. Standardized measure of discounted future net cash
    flows, before income taxes, should not be considered in
    isolation or as a substitute for the standardized measure of
    discounted future net cash flows as defined under GAAP. 23




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December 31,2007


2006


2005(In thousands)Proved Undeveloped ReservesNatural gas (MMcf)










Oil (MBbl)






1,301



2,577Proved Developed ReservesNatural gas (MMcf)










Oil (MBbl)






2,686



2,484Total Proved Reserves (MMcfe)






23,922



30,366Estimated future net cash flows, before income tax

$



$
111,994


$
166,931Standardized measure of discounted future net cash flows, before
    income taxes(1)

$



$
91,984


$
134,271Future Income Tax

$



$
5,511


$
59,861Standardized measure of discounted future net cash flows, after
    income tax

$



$
86,473


$
74,410Calculated weighted average price at December 31, Oil
    ($/Bbl)

$



$
46.57


$
48.74     (1)
    
    Management believes that the presentation of the standardized
    measure of discounted future net cash flows, before income
    taxes, of estimated proved reserves, discounted at 10% per
    annum, may be considered a non-GAAP financial measure as defined
    in Item 10(e) of
    Regulation S-K,
    therefore the Company has included this reconciliation of the
    measure to the most directly comparable GAAP financial measure
    (Standardized measure of discounted future net cash flows, after
    income taxes). Management believes that the presentation of the
    standardized measure of future net cash flows, before income
    taxes, provides useful information to investors because it is
    widely used by professional analysts and sophisticated investors
    in evaluating oil and gas companies. Because many factors that
    are unique to each individual company may impact the amount of
    future income taxes to be paid, the use of the pre-tax measure
    provides greater comparability when evaluating companies. It is
    relevant and useful to investors for evaluating the relative
    monetary significance of the Companys oil and natural gas
    properties. Further, investors may utilize the measure as a
    basis for comparison of the relative size and value of the
    Companys reserves to other companies. The standardized
    measure of discounted future net cash flows, before income
    taxes, is not a measure of financial or operating performance
    under GAAP, nor is it intended to represent the current market
    value of the estimated oil and natural gas reserves owned by the
    Company. Standardized measure of discounted future net cash
    flows, before income taxes, should not be considered in
    isolation or as a substitute for the standardized measure of
    discounted future net cash flows as defined under GAAP. 24




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December 31,2007


2006


2005(In thousands)Proved Undeveloped ReservesNatural gas (MMcf)


1,758,431



1,415,132



1,264,632Oil (MBbl)


14,067



12,622



12,694Proved Developed ReservesNatural gas (MMcf)


1,084,224



842,969



635,591Oil (MBbl)


8,764



9,208



7,571Total Proved Reserves (MMcfe)


2,979,644



2,389,081



2,021,813Estimated future net cash flows, before income tax

$
13,076,921


$
6,702,200


$
12,234,198Standardized measure of discounted future net cash flows, before
    income taxes(1)

$
5,841,194


$
2,782,448


$
5,445,583Future income tax

$
1,971,792


$
910,895


$
1,869,089Standardized measure of discounted future net cash flows, after
    income tax

$
3,869,402


$
1,871,553


$
3,576,494     (1)
    
    Management believes that the presentation of the standardized
    measure of discounted future net cash flows, before income
    taxes, of estimated proved reserves, discounted at 10% per
    annum, may be considered a non-GAAP financial measure as defined
    in Item 10(e) of
    Regulation S-K,
    therefore the Company has included this reconciliation of the
    measure to the most directly comparable GAAP financial measure
    (Standardized measure of discounted future net cash flows, after
    income taxes). Management believes that the presentation of the
    standardized measure of future net cash flows, before income
    taxes, provides useful information to investors because it is
    widely used by professional analysts and sophisticated investors
    in evaluating oil and gas companies. Because many factors that
    are unique to each individual company may impact the amount of
    future income taxes to be paid, the use of the pre-tax measure
    provides greater comparability when evaluating companies. It is
    relevant and useful to investors for evaluating the relative
    monetary significance of the Companys oil and natural gas
    properties. Further, investors may utilize the measure as a
    basis for comparison of the relative size and value of the
    Companys reserves to other companies. The standardized
    measure of discounted future net cash flows, before income
    taxes, is not a measure of financial or operating performance
    under GAAP, nor is it intended to represent the current market
    value of the estimated oil and natural gas reserves owned by the
    Company. Standardized measure of discounted future net cash
    flows, before income taxes, should not be considered in
    isolation or as a substitute for the standardized measure of
    discounted future net cash flows as defined under GAAP.   25




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Production
    Volumes, Average Sales Prices and Average Production
    Costs
    Year Ended December 31,2007


2006


2005(In thousands, except per unit data)ProductionNatural gas (Mcf)


109,178



78,395



61,722Oil (Bbl)  US


870



594



464Oil (Bbl)  China (See Note 11 on Discontinued
    Operations)


1,153



1,603



1,556Total (Mcfe)


121,316



91,580



73,846RevenuesNatural gas sales

$
509,140


$
470,324


$
422,091Oil sales  US


57,498



38,335



26,640Oil sales  China (See Note 11 on Discontinued
    Operations)


64,822



84,008



67,762Total revenues

$
631,460


$
592,667


$
516,493Lease Operating ExpensesProduction costs  US(a)

$
23,968


$
15,068


$
9,048Production costs  China(a) (See Note 11 on
    Discontinued Operations)


11,419



8,922



7,352Severance/production taxes  US


63,480



57,899



52,689Severance/production taxes  China (See Note 11
    on Discontinued Operations)


8,113



8,398



3,388Gathering


27,921



19,721



17,125Total lease operating expenses

$
134,903


$
110,008


$
89,602Realized PricesNatural gas ($/Mcf, including hedges)

$
4.66


$
6.00


$
6.84Natural gas ($/Mcf, excluding financial hedges)(b)

$
4.65


$
6.00


$
6.99Oil ($/Bbl)  US

$
66.08


$
64.52


$
57.37Oil ($/Bbl)  China (See Note 11 on Discontinued
    Operations)

$
56.21


$
52.40


$
43.57Operating Costs per Mcfe  Total ConsolidatedProduction costs

$
0.29


$
0.26


$
0.22Severance/production taxes

$
0.59


$
0.72


$
0.76Gathering

$
0.23


$
0.22


$
0.23DD&A

$
1.24


$
1.02


$
0.79Interest

$
0.15


$
0.04


$
0.04Total operating costs per Mcfe

$
2.50


$
2.26


$
2.04     (a)
    
    Production costs include lifting costs and remedial workover
    expenses.(b)
    
    In addition to our financial hedges and to a larger extent, we
    sell a portion of our production pursuant to fixed price forward
    natural gas sales contracts. During 2007, 2006 and 2005, we sold
    6.8 MMMBtu (6%), 20.4 MMMBtu (22%) and
    22.2 MMMBtu (30%) pursuant to these contracts,
    respectively. The average price we received for production sold
    pursuant to term fixed price contracts was $6.20, $5.86 and
    $5.95 per MMBtu 26




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in 2007, 2006 and 2005, respectively. The average spot price (as
    measured by the Inside FERC First of Month Index for Northwest
    Pipeline  Rocky Mountains) was $3.95, $5.66 and $6.96
    per MMBtu in 2007, 2006 and 2005, respectively. If we had sold
    the production we sold under the fixed price contracts at spot
    market prices during these periods, we may have received more or
    less than these prices, because the amount of production we sell
    could have influenced the spot market prices in the areas in
    which we produce and because we are able to select among several
    market indices when selling our production.  Productive
    Wells
    Productive Wells*

Gross Wells


Net WellsNatural Gas and Condensate


686.0



301.2     *
    
    Productive wells are producing wells plus shut-in wells the
    Company deems capable of production. A gross well is a well in
    which a working interest is owned. The number of net wells
    represents the sum of fractional working interests the Company
    owns in gross wells.  Oil and
    Gas Acreage
    Developed Acres


Undeveloped AcresGross


Net


Gross


NetWyoming


17,399



7,638



104,253



55,118Pennsylvania


640



640



251,989



139,460Other


80



14







All States


18,119



8,292



356,242



194,578   Drilling
    Activities
    Wyoming 
    Green River Basin
  2007


2006


2005Gross


Net


Gross


Net


Gross


NetDevelopment WellsProductive


72.00



32.35



80.00



38.44



60.00



23.68Dry


0.00



0.00



0.00



0.00



0.00



0.00Total


72.00



32.35



80.00



38.44



60.00



23.68  27




---



##### Table of Contents



2007


2006


2005Gross


Net


Gross


Net


Gross


NetExploratory WellsProductive


79.0



43.76



44.0



19.79



18.00



8.62Dry


0.00



0.00



0.00



0.00



0.00



0.00Total


79.0



43.76



44.0



19.79



18.00



8.62     Pennsylvania
  2007


2006


2005Gross


Net


Gross


Net


Gross


NetExploratory WellsProductive


2.00



1.12



0.00



0.00



1.00



1.00Dry


0.00



0.00



0.00



0.00



0.00



0.00Total


2.00



1.12



0.00



0.00



1.00



1.00     China 
    Bohai Bay
  2007


2006


2005Gross


Net


Gross


Net


Gross


NetDevelopment WellsProductive


15.00



1.34



26.00



2.16



17.00



1.52Dry


0.00



0.00



0.00



0.00



0.00



0.00Total


15.00



1.34



26.00



2.16



17.00



1.52Exploratory WellsProductive and Successful Appraisal*


0.00



0.00



0.00



0.00



0.00



0.00Dry


2.00



0.18



1.00



0.23



1.00



0.18Total


2.00



0.18



1.00



0.23



1.00



0.18     *
    
    A successful appraisal well is a well that is drilled into a
    formation shown to be productive of oil or natural gas by an
    earlier well for the purpose of obtaining more information about
    the reservoir.  Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   28




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  intra-day
  2007

High


LowFirst Quarter

$
53.65


$
44.20Second Quarter

$
64.94


$
52.09Third Quarter

$
62.49


$
52.16Fourth Quarter

$
72.32


$
61.50   2006

High


LowFirst Quarter

$
70.00


$
49.65Second Quarter

$
68.60


$
44.40Third Quarter

$
61.84


$
41.80Fourth Quarter

$
56.80


$
44.60     COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    Ultra Petroleum Corp.
  
  *
    $100 invested on 12/31/02 in stock or
    index-including
    reinvestment of dividends. Fiscal year ending December 31.  © McGraw-Hill
   29




---



##### Table of Contents



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 ProgramsOct 1  Oct 31, 2007





$







$
718 millionNov 1  Nov 30, 2007


114,179


$
68.22



114,179


$
710 millionDec 1  Dec 31, 2007


68,346


$
68.63



68,346


$
706 million        30




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Year Ended December 31,2007


2006


2005


2004


2003(In thousands, except per share data)Statement of Operations DataRevenues:Natural gas sales

$
509,140


$
470,324


$
422,091


$
224,208


$
114,841Oil sales


57,498



38,335



26,640



14,659



6,740Interest and other


1,087



1,941



612



91



37Total revenues

$
567,725


$
510,600


$
449,343


$
238,958


$
121,618Expenses:Production expenses and taxes


115,371



92,688



78,862



47,574



25,224Depreciation, depletion and amortization


135,470



79,675



48,455



27,346



16,216General and administrative


8,060



13,328



11,405



6,123



5,568Stock compensation


5,201



1,557



2,859



924



1,018Interest


17,760



3,909



3,286



3,783



2,851Total expenses


281,862



191,157



144,867



85,750



50,877Income before income taxes


285,863



319,443



304,476



153,208



70,741Income tax provision


105,621



122,741



107,864



53,406



25,254Net income from continuing operations


180,242



196,702



196,612


$
99,802


$
45,487Income from discontinued operations (including pre-tax gain on
    sale of $98,066), net of tax provision of $45,482


82,794



34,493



31,688



9,348



(164
)Net income

$
263,036


$
231,195


$
228,300


$
109,150


$
45,323Basic Earnings per Share:Income per common share from continuing operations

$
1.19


$
1.28


$
1.28


$
0.67


$
0.31Income per common share from discontinued operations

$
0.54


$
0.22


$
0.21


$
0.06


$
0.00Net income per common share

$
1.73


$
1.50


$
1.49


$
0.73


$
0.31Fully Diluted Earnings per Share:Income per common share from continuing operations

$
1.14


$
1.22


$
1.21


$
0.62


$
0.29Income per common share from discontinued operations

$
0.52


$
0.21


$
0.20


$
0.06


$
0.00Net income per common share

$
1.66


$
1.43


$
1.41


$
0.68


$
0.29Statement of Cash Flows DataNet cash provided by (used in):Operating activities

$
428,748


$
436,151


$
414,140


$
175,343


$
90,051Investing activities


(508,746
)


(454,841
)


(306,549
)


(165,014
)


(103,622
)Financing activities


76,056



(10,704
)


(80,344
)


4,770



13,988Balance Sheet Data Cash and cash equivalents

$
10,632


$
14,574


$
43,968


$
16,721


$
1,804Working capital (deficit)


(71,472
)


55,036



44,600



(18,298
)


(20,912
)Oil and gas properties


1,574,529



1,006,998



599,901



381,409



226,893Total assets


1,776,200



1,258,299



742,566



435,076



264,715Total long-term debt


290,000



165,000







102,000



99,000Other long-term obligations


26,672



25,262



19,821



9,312



5,120Deferred income taxes, net


366,024



252,808



148,743



78,129



25,212Total shareholders equity


853,579



629,005



571,201



267,992



149,453  31




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    2003-2007
    2007

2006

2005

2004

2003Production  Bcfe


121.3



91.6



73.8



49.5



28.9     Critical
    Accounting Policies
    Oil and Gas Reserves. Rule 4-10(a) Regulation S-X
   32




---



##### Table of Contents



Full Cost Method of Accounting.
    country-by-country regulation S-X Rule 4-10 states
  and/or
  Asset Retirement Obligation. period-to-period
 33




---



##### Table of Contents



Entitlements Method of Accounting for Oil and Natural Gas
    Sales.
  Make-up
  Valuation of Deferred Tax Assets.
    Commodity Derivative Instruments and Hedging
    Activities. and/or and/or
 34




---



##### Table of Contents



Legal, Environmental and Other
    Contingencies. and/or
  Share-Based Payment Arrangements.
    Recently issued accounting pronouncements.
    Results
    of Operations  Year Ended December 31, 2007
    Compared to Year Ended December 31, 2006
     35




---



##### Table of Contents



Sino-American
    Results
    of Operations  Year Ended December 31, 2006
    Compared to Year Ended December 31, 2005
     36




---



##### Table of Contents



U.S.-Canada
    Liquidity
    and Capital Resources
       37




---



##### Table of Contents



1 2
        Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments Due by Period:Less Than








More ThanTotal


One Year


1-3 Years


3-5 Years


5 Years(Amounts in thousands of U.S. dollars)Long-term debt

$
290,000


$



$



$
290,000


$
Drilling contracts


127,681



71,221



52,582



3,878



Operating leases


1,200



1,200











Office space lease


2,813



645



2,077



91



Total contractual obligations

$
421,694


$
73,066


$
54,659


$
293,969


$
   2007-2012
   38




---



##### Table of Contents



39




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.        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)


50,000


$
6.77     Volume-

Average

UnrealizedMMBTU/

Price/

Gain (000s) atType

Remaining Contract Period

Day

MMBTU

12/31/2007*Swap


Apr 2008  Oct 2008



60,000


$
6.82


$
5,625Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
2,009     *
    
    Unrealized gains are not adjusted for income tax effect. 40




---



##### Table of Contents



Volume-

AverageRemaining Contract Period

MMBTU/Day

Price/MMBTUSummer 2009 (April  October)


20,000


$
6.79     Volume-

AverageRemaining Contract Period

Remaining Contract Period

MMBTU/Day

Price/MMBTUSwap


Apr 2008  Oct 2008



60,000


$
6.70  41




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    Rules 13a-15(f).
    
      42




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 
    43




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
         KPMG
    LLP
    44




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Shareholder of
             
    45




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
  Year Ended December 31,2007


2006


2005(Amounts in thousands of U.S. Dollars,except per share data)REVENUES:Natural gas sales

$
509,140


$
470,324


$
422,091Oil sales


57,498



38,335



26,640566,638



508,659



448,731EXPENSES:Production expenses and taxes, excluding depreciation and
    amortization


115,371



92,688



78,862Depletion, depreciation and amortization


135,470



79,675



48,455General and administrative, excluding depreciation and
    amortization


13,261



14,885



14,264264,102



187,248



141,581OPERATING INCOME


302,536



321,411



307,150OTHER INCOME (EXPENSE):Interest income


1,087



1,941



612Interest expense


(17,760
)


(3,909
)


(3,286
)(16,673
)


(1,968
)


(2,674
)INCOME BEFORE INCOME TAX PROVISION


285,863



319,443



304,476Income tax provision


105,621



122,741



107,864NET INCOME FROM CONTINUING OPERATIONS


180,242



196,702



196,612Income from discontinued operations (including pre-tax gain on
    sale of $98,066), net of tax provision of $45,482


82,794



34,493



31,688NET INCOME


263,036



231,195



228,300RETAINED EARNINGS, beginning of year


624,784



393,589



165,289RETAINED EARNINGS, end of year

$
887,820


$
624,784


$
393,589Basic Earnings per Share:Income per common share from continuing operations

$
1.19


$
1.28


$
1.28Income per common share from discontinued operations

$
0.54


$
0.22


$
0.21Net income per common share

$
1.73


$
1.50


$
1.49Fully Diluted Earnings per Share:Income per common share from continuing operations

$
1.14


$
1.22


$
1.21Income per common share from discontinued operations

$
0.52


$
0.21


$
0.20Net income per common share

$
1.66


$
1.43


$
1.41Weighted average common shares outstanding  basic


151,762



153,879



153,100Weighted average common shares outstanding  diluted


158,616



161,615



161,943       /s/  Michael
    D. Watford

/s/  
    Stephen J. McDanielChairman of the Board,
    Chief Executive Officer and President

Director  46




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006(Amounts in thousands of U.S.dollars, except share data)ASSETSCurrent assetsCash and cash equivalents

$
10,632


$
14,574Restricted cash


2,590



667Accounts receivable


135,849



87,805Derivative assets


5,625



Inventory


13,333



18,929Assets related to operations held for sale (see Note 11)






119,285Prepaid drilling costs and other current assets


424



Total current assets


168,453



241,260Oil and gas properties, using the full cost method of accountingProved


1,537,751



978,000Unproved


36,778



28,998Property, plant and equipment


4,739



1,775Deferred tax asset


24,618



8,266Deferred financing costs, derivative assets and other


3,861



TOTAL ASSETS

$
1,776,200


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

$
140,641


$
75,458Current taxes payable


10,839



2,207Liabilities associated with operations held for sale (see
    Note 11)






13,162Other current liabilities






530Capital cost accrual


88,445



94,867Total current liabilities


239,925



186,224Long-term debt


290,000



165,000Deferred income tax liability


366,024



252,808Other long-term obligations


26,672



25,262Shareholders equity:Common stock  no par value; authorized 
    unlimited; issued and outstanding  152,003,671 and
    151,795,633 at December 31, 2007 and 2006, respectively


20,050



5,415Treasury stock


(59,245
)


(1,194
)Retained earnings


887,820



624,784Accumulated other comprehensive income


4,954



Total shareholders equity


853,579



629,005Commitments and contingencies (Note 12)TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
1,776,200


$
1,258,299    47




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedOtherComprehensive





TotalShares


Common


Retained


Income


Treasury


ShareholdersIssued


Stock


Earnings


(Loss)


Stock


Equity(Amounts in Thousands)Balances at December 31, 2004


150,235


$
106,514


$
165,289


$
(2,617
)

$
(1,194
)

$
267,992Stock options exercised


4,794



20,267















20,267Employee stock plan grants


47



1,389















1,389Tax benefit of stock options exercised






50,636















50,636Comprehensive earnings:Net earnings










228,300











228,300Change in derivative instruments fair value














2,617







2,617Total comprehensive earnings






















230,917Balances at December 31, 2005


155,076


$
178,806


$
393,589


$



$
(1,194
)

$
571,201Stock options exercised


656



9,203















9,203Employee stock plan grants


34



2,141















2,141Shares repurchased and retired


(3,970
)


(197,551
)














(197,551
)Fair value of employee stock option grants






2,313















2,313Tax benefit of stock options exercised






10,503















10,503Comprehensive earnings:Net earnings










231,195











231,195Total comprehensive earnings






















231,195Balances at December 31, 2006


151,796


$
5,415


$
624,784


$



$
(1,194
)

$
629,005Stock options exercised


1,849



11,686















11,686Employee stock plan grants


56



877















877Shares repurchased and retired


(364
)


(20,837
)










1,194



(19,643
)Shares repurchased


(1,068
)














(59,245
)


(59,245
)Net share settlements


(265
)


(18,107
)














(18,107
)Fair value of employee stock option grants






4,324















4,324Tax benefit of stock options exercised






36,692















36,692Comprehensive earnings:Net earnings










263,036











263,036Change in derivative instruments fair value














4,954







4,954Total comprehensive earnings






















267,990Balances at December 31, 2007


152,004


$
20,050


$
887,820


$
4,954


$
(59,245
)

$
853,579    48




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  CONSOLIDATED
    STATEMENTS OF CASH FLOW
  Year Ended December 31,2007


2006


2005(Amounts in thousands of U.S. Dollars)Cash flows from operating activities:Net income

$
263,036


$
231,195


$
228,300Adjustments to reconcile net income to net cash provided by
    operating activities:Income from discontinued operations (including pre-tax gain on
    sale of $98,066), net of tax provision of $45,482


(82,794
)


(34,493
)


(31,688
)Depletion, depreciation and amortization


135,470



79,675



48,455Deferred and current non-cash income taxes


127,802



105,681



57,228Tax benefit of stock options exercised










50,636Stock compensation


2,137



1,557



2,859Excess tax benefit from stock based compensation


(36,692
)


(10,503
)


Other


177







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


(1,923
)


(453
)


(2
)Accounts receivable


(48,044
)


(12,149
)


(47,895
)Prepaid expenses and other current assets


(273
)


128



1,598Accounts payable and accrued liabilities


64,653



26,495



32,814Other long-term obligations


(1,840
)


2,156



7,931Taxation payable


8,632



2,207



Net cash provided by operating activities from continuing
    operations


430,341



391,496



350,236Net cash provided by operating activities from discontinued
    operations


(1,593
)


44,655



63,904Net cash provided by operating activities


428,748



436,151



414,140Cash flows from investing activities:Oil and gas property expenditures


(697,800
)


(481,391
)


(263,507
)Change in capital costs accrual


(6,422
)


47,987



(6,239
)Proceeds on sale of subsidiary, net of transaction costs


208,032







Inventory


5,596



1,677



(16,054
)Purchase of capital assets


(3,702
)


(623
)


(1,586
)Investing activities from discontinued operations


(14,450
)


(22,491
)


(19,163
)Net cash (used in) investing activities


(508,746
)


(454,841
)


(306,549
)Cash flows from financing activities:Borrowings of long-term debt, gross


396,000



165,000



22,000Payments on long-term debt, gross


(271,000
)






(124,000
)Repurchased shares


(96,995
)


(197,551
)


Proceeds from issuance of common stock


11,686



9,203



20,267Excess tax benefit from stock based compensation


36,692



10,503



Deferred financing costs


(1,204
)






Stock issued for compensation


877



2,141



1,389Net cash provided by (used in) financing activities


76,056



(10,704
)


(80,344
)Net (decrease)/increase in cash and cash equivalents


(3,942
)


(29,394
)


27,247Cash and cash equivalents, beginning of year


14,574



43,968



16,721Cash and cash equivalents, end of year

$
10,632


$
14,574


$
43,968SUPPLEMENTAL INFORMATIONCash paid for:Interest

$
16,218


$
1,913


$
3,393Income taxes

$
21,513


$
21,380


$
327Non-cash tax benefit of stock options exercised









$
50,636    49




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Years Ended December 31, 2007, 2006 and 2005
    DESCRIPTION OF THE BUSINESS
  Form 10-K
    1.
    SIGNIFICANT
    ACCOUNTING POLICIES:  Basis of presentation and principles of
    consolidation: Sino-American
  Cash and cash equivalents:
  Restricted cash:
  Capital assets:
  Oil and natural gas properties:
  units-of-production
    Regulation S-X Rule 4-10. country-by-country regulation S-X Rule 4-10 states
 50




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventories:
  Forward natural gas sales
    transactions:
  Income taxes:
    Earnings per share:
 51




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005Income from continuing operations

$
180,242


$
196,702


$
196,612Income from discontinued operations

$
82,794


$
34,493


$
31,688Net Income

$
263,036


$
231,195


$
228,300Weighted average common shares outstanding during the period


151,762



153,879



153,100Effect of dilutive instruments


6,854



7,736



8,843Weighted average common shares outstanding during the period
    including the effects of dilutive instruments


158,616



161,615



161,943Basic Earnings per Share:Income per common share from continuing operations

$
1.19


$
1.28


$
1.28Income per common share from discontinued operations

$
0.54


$
0.22


$
0.21Net income per common share

$
1.73


$
1.50


$
1.49Fully Diluted Earnings per Share:Income per common share from continuing operations

$
1.14


$
1.22


$
1.21Income per common share from discontinued operations

$
0.52


$
0.21


$
0.20Net income per common share

$
1.66


$
1.43


$
1.41Number of shares not included in dilutive earnings per share
    that would have been anti-dilutive because the exercise price
    was greater than the average market price of the common shares


674



240



540   Use of estimates:
  Accounting for share-based
    compensation:
   52




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,

2005Net income:As reported

$
228,300Deduct: Fair value of stock options issued, net of tax


(13,511
)Pro forma

$
214,789Net income per common share:Basic earnings per share:As reported

$
1.49Pro forma

$
1.40Fully diluted earnings per share:As reported

$
1.41Pro forma

$
1.33     For the Year Ended December 31,

2005Expected volatility

34.8 - 44.9%Expected dividends

0.0%Expected term (in years)

1.9Risk free rate

4.18% - 4.41%Expected forfeiture rate

Actual forfeitures   Revenue Recognition.
 53




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accumulated Other Comprehensive Income
    (Loss):
  Year Ended December 31,2007


2006


2005Net income

$
263,036


$
231,195


$
228,300Unrealized gain on derivative instruments


7,633







Taxes on unrealized gain on derivative instruments


(2,679
)






Other comprehensive income

$
267,990


$
231,195


$
228,300     Reclassifications:
  Impact of recently issued accounting
    pronouncements:
    2.
    ASSET
    RETIREMENT OBLIGATIONS:  and/or
 54




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,


December 31,2007


2006Asset retirement obligations at beginning of period

$
6,131


$
2,846Accretion expense


493



225Liabilities incurred


2,674



1,682Liabilities settled


(66
)


Revisions of estimated liabilities


(934
)


1,378Asset retirement obligations at end of period


8,298



6,131Less: current asset retirement obligations






Long-term asset retirement obligations

$
8,298


$
6,131   3.
    OIL AND
    GAS PROPERTIES:  December 31,


December 31,2007


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

$
1,868,564


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


(330,813
)


(196,683
)1,537,751



978,000Unproven Properties:Acquisition and exploration costs


36,778



28,998$
1,574,529


$
1,006,998       Total


2007


2006


2005


PriorUnited States:Acquisition costs

$
36,809


$
5,423


$
12,780


$
1,819


$
16,787Exploration costs


10,977



3,348



151



546



6,932Less transfers to proved


(11,008
)


(991
)


(1,580
)


(1,627
)


(6,810
)Total

$
36,778


$
7,780


$
11,351


$
738


$
16,909  55




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    CAPITAL
    ASSETS:  December 31,December 31,


2007


December 31,


December 31,2007


Accumulated


2007


2006Cost


Depreciation


Net Book Value


Net Book ValueComputer equipment

$
1,504


$
(996
)

$
508


$
467Office equipment


408



(245
)


163



68Field equipment


376



(166
)


210



941Property


2,437







2,437



Other


3,131



(1,710
)


1,421



299$
7,856


$
(3,117
)

$
4,739


$
1,775   5.
    LONG-TERM
    LIABILITIES:  December 31,


December 31,2007


2006Bank indebtedness

$
290,000


$
165,000Other long-term obligations


26,672



25,262$
316,672


$
190,262   Bank indebtedness:
    1 2
  Other long-term obligations:
  6.
    SHARE
    BASED COMPENSATION:   56




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Accounting
    for share-based compensation
     57




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Valuation
    and Expense Information under SFAS 123R
    Year-Ended


Year-EndedDecember 31,


December 31,2007


2006Total cost of share-based payment plans

$
4,324


$
2,314Amounts capitalized in fixed assets

$
2,187


$
1,157Amounts charged against income, before income tax benefit

$
2,137


$
1,157Amount of related income tax benefit recognized in income

$
750


$
406Cash flow from operations

$
(36,692
)

$
(10,503
)Cash flow from financing activities

$
36,692


$
10,503     2007


2006Non-Executives


Executives


Non-Executives


ExecutivesExpected volatility


41.3-45.8
%


43.5-47.4
%


43.7-45.8
%


43.5-47.4
%Expected dividends


0
%


0
%


0
%


0
%Expected term (in years)


2.75-5.02



3.58-5.55



2.75-4.71



3.58-5.55Risk free rate


4.16-5.07
%


4.69-4.84
%


4.51-5.03
%


4.76-4.84
%Expected forfeiture rate


18.0
%


18.0
%


20.0
%


20.0
%   Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesNumber of





Remaining Available forSecurities to


Weighted-


Future Issuance Underbe Issued


Average


Equity CompensationUpon Exercise


Exercise Price of


Plans (Excludingof Outstanding


Outstanding


Securities Reflected inPlan Category

Options


Options


the First Column)Equity compensation plans approved by security holders


7,589


$
13.72



10,303Equity compensation plans not approved by security holders


n/a



n/a



n/aTotal


7,589


$
13.72



10,303  58




---



##### Table of Contents



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


Weighted AverageOptions


Exercise Price (US$)Balance, December 31, 2004


12,704


$
0.25 to $24.31Granted


1,529


$
23.90 to $58.71Exercised


(4,794
)

$
0.32 to $25.68Forfeited


(50
)

$
25.68 to $25.68Balance, December 31, 2005


9,389


$
0.25 to $58.71Granted


380


$
46.05 to $67.73Exercised


(656
)

$
0.46 to $40.00Forfeited


(30
)

$
16.97 to $63.05Balance, December 31, 2006


9,083


$
0.25 to $67.73Granted


436


$
45.95 to $65.94Exercised


(1,849
)

$
0.25 to $67.73Forfeited


(81
)

$
47.19 to $63.05Balance, December 31, 2007


7,589


$
0.25 to $67.73     Options OutstandingWeightedAverage


WeightedNumber


Remaining


Average


AggregateRange of Exercise Price

Outstanding


Contractual Life


Exercise Price


Intrinsic Value$0.38  0.46


2,020



1.08


$
0.46


$
143,492$0.25  0.57


640



2.26


$
0.31


$
45,565$1.49  2.61


911



3.21


$
1.85


$
63,448$3.91  4.43


520



4.36


$
4.42


$
34,882$4.83  7.10


643



5.33


$
4.93


$
42,819$11.68  24.21


1,021



6.27


$
15.10


$
57,564$23.90  58.71


1,105



7.49


$
36.05


$
39,157$46.05  67.73


303



8.47


$
57.99


$
4,091$45.95  65.94


426



9.28


$
53.94


$
7,491   59




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Options ExercisableWeightedAverage


WeightedNumber


Remaining


Average


AggregateRange of Exercise Price

Exercisable


Contractual Life


Exercise Price


Intrinsic Value$0.38  0.46


2,020



1.08


$
0.46


$
143,492$0.25  0.57


640



2.26


$
0.31


$
45,565$1.49  2.61


911



3.21


$
1.85


$
63,448$3.91  4.43


520



4.36


$
4.42


$
34,882$4.83  7.10


643



5.33


$
4.93


$
42,819$11.68  24.21


1,021



6.27


$
15.10


$
57,564$23.90  58.71


1,105



7.49


$
36.05


$
39,157$46.05  67.73


118



8.24


$
62.77


$
1,029$45.95  65.94














   in-the-money
    2007


2006Share options granted

$
23.85


$
23.65Non-vested share options at beginning of year

$
23.65


$
Non-vested share options at end of year

$
23.93


$
23.65Options vested during the year

$
22.79


$
Options forfeited during the year

$
22.25


$
21.64         PERFORMANCE
    SHARE PLANS:
  Long-Term
    Equity-Based Incentives
   60




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               61




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    DERIVATIVE
    FINANCIAL INSTRUMENTS:        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)


50,000


$
6.77  62




---



##### Table of Contents



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

Average

UnrealizedMMBTU/

Price/

Gain (000s) atType

Remaining Contract Period

Day

MMBTU

12/31/2007*Swap


Apr 2008  Oct 2008



60,000


$
6.82


$
5,625Swap


Jan 2009  Dec 2009



30,000


$
7.35


$
2,009     *
    
    Unrealized gains are not adjusted for income tax effect.    Volume-

AverageMMBTU/Day

Price/MMBTUSummer 2009 (April  October)


20,000


$
6.79     Volume-

AverageRemaining Contract Period

Remaining Contract Period

MMBTU/Day

Price/MMBTUSwap


Apr 2008  Oct 2008



60,000


$
6.70   8.
    SHARE
    REPURCHASE PROGRAM:      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 ProgramsOct 1  Oct 31, 2007





$







$
718 millionNov 1  Nov 30, 2007


114,179


$
68.22



114,179


$
710 millionDec 1  Dec 31, 2007


68,346


$
68.63



68,346


$
706 million    63




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    INCOME
    TAXES:    Year Ended December 31,2007


2006


2005United States

$
286,045


$
320,033


$
304,943Foreign


(182
)


(590
)


(467
)Total

$
285,863


$
319,443


$
304,476     Year Ended December 31,2007


2006


2005Current:U.S. federal & state

$
14,511


$
27,563


$
50,636Foreign










Deferred:U.S. federal & state


91,110



95,178



57,228Foreign










Total income tax provision

$
105,621


$
122,741


$
107,864       Year Ended December 31,2007


2006


2005Income tax provision computed at the U.S. statutory rate

$
100,052


$
111,805


$
106,567State income tax provision net of federal benefit


423



150



297Withholding tax on share repurchase transactions


1,068



10,401



Other, net


4,078



385



1,000$
105,621


$
122,741


$
107,864    64




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006Deferred tax assets:U.S. federal tax credit carryforwards

$
20,101


$
7,101Canadian net operating loss carryforwards


1,808



1,475Other, net


4,517



1,16526,426



9,741Valuation allowance  Canadian net operating loss
    carryforwards


(1,808
)


(1,475
)Net deferred tax assets  Long-term

$
24,618


$
8,266Deferred tax liabilities:Property and equipment


(363,345
)


(252,808
)Other comprehensive income, tax effect of derivative
    instruments


(2,679
)


Net deferred tax liabilities  Long-term

$
(366,024
)

$
(252,808
)Net deferred tax asset (liability)  Long-term

$
(341,406
)

$
(244,542
)         non-U.S. income
       65




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        and/or
    10.
    EMPLOYEE
    BENEFITS:    11.
    DISCONTINUED
    OPERATIONS:  Sino-American
  Sino-American (Sino-American), Sino-American
 66




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sino-American
  For the Year Ended December 31,2007


2006


2005Operating revenues

$
64,822


$
84,008


$
67,762Gain on sale of subsidiary


98,066







Lease operating expenses


11,419



8,922



7,352Severance taxes


8,113



8,398



3,388Depletion, depreciation and amortization expenses


14,981



13,822



9,648General and administrative expenses


99



52



78Income before income tax provision


128,276



52,814



47,296Income tax provision


45,482



18,321



15,608Income from discontinued operations, net of tax

$
82,794


$
34,493


$
31,688     December 31,2006ASSETSCurrent assets:Cash and cash equivalents

$
133Accounts receivable


2,294Inventory


408Prepaid drilling costs and other current assets


4,024Total current assets


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


112,371Capital assets


55Total assets related to operations held for sale

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

$
833Current taxes payable


4,635Total current liabilities


5,468Other long-term obligations


1,311Deferred income tax liability


6,383Total liabilities associated with operations held for sale

$
13,162   12.
    COMMITMENTS
    AND CONTINGENCIES:   67




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007-2011
          13.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS:   68




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    SIGNIFICANT
    CUSTOMERS:    15.
    SUMMARIZED
    QUARTERLY FINANCIAL INFORMATION (UNAUDITED):  1st
    Quarter


2nd
    Quarter


3rd
    Quarter


4th
    Quarter


Total2007Revenues from continuing operations

$
156,903


$
131,180


$
117,418


$
162,224


$
567,725Expenses from continuing operations

$
64,230


$
67,481


$
66,935


$
83,216


$
281,862Income before income tax provision

$
92,673


$
63,699


$
50,483


$
79,008


$
285,863Income tax provision

$
32,030


$
23,949


$
17,727


$
31,915


$
105,621Income from continuing operations

$
60,643


$
39,750


$
32,756


$
47,093


$
180,242Revenues from discontinued operations

$
19,617


$
25,951


$
19,254


$
98,066


$
162,888Expenses from discontinued operations

$
9,683


$
12,399


$
12,110


$
420


$
34,612Income tax provision - discontinued operations

$
3,985


$
4,235


$
2,500


$
34,762


$
45,482Net income

$
66,592


$
49,067


$
37,400


$
109,977


$
263,036Basic Earnings per Share:Income per common share from continuing operations

$
0.40


$
0.26


$
0.22


$
0.31


$
1.19Income per common share from discontinued operations

$
0.04


$
0.06


$
0.03


$
0.42


$
0.54Net income per common share

$
0.44


$
0.32


$
0.25


$
0.73


$
1.73Fully Diluted Earnings per Share:Income per common share from continuing operations

$
0.38


$
0.25


$
0.21


$
0.30


$
1.14Income per common share from discontinued operations

$
0.04


$
0.06


$
0.03


$
0.40


$
0.52Net income per common share

$
0.42


$
0.31


$
0.24


$
0.70


$
1.66     69




---



##### Table of Contents



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


2nd
    Quarter


3rd
    Quarter


4th
    Quarter


Total2006Revenues from continuing operations

$
126,389


$
105,592


$
127,818


$
150,801


$
510,600Expenses from continuing operations

$
40,385


$
38,018


$
50,122


$
62,632


$
191,157Income before income tax provision

$
86,004


$
67,574


$
77,696


$
88,169


$
319,443Income tax provision

$
36,492


$
19,433


$
35,939


$
30,877


$
122,741Income from continuing operations

$
49,512


$
48,141


$
41,757


$
57,292


$
196,702Revenues from discontinued operations

$
25,432


$
25,071


$
17,833


$
15,672


$
84,008Expenses from discontinued operations

$
7,470


$
8,712


$
6,724


$
8,288


$
31,194Income tax provision - discontinued operations

$



$
13,825


$
390


$
4,106


$
18,321Net income

$
67,474


$
50,675


$
52,476


$
60,570


$
231,195Basic Earnings per Share:Income per common share from continuing operations

$
0.32


$
0.31


$
0.27


$
0.38


$
1.28Income per common share from discontinued operations

$
0.11


$
0.02


$
0.07


$
0.02


$
0.22Net income per common share

$
0.43


$
0.33


$
0.34


$
0.40


$
1.50Fully Diluted Earnings per Share:Income per common share from continuing operations

$
0.30


$
0.30


$
0.26


$
0.36


$
1.22Income per common share from discontinued operations

$
0.11


$
0.01


$
0.07


$
0.02


$
0.21Net income per common share

$
0.41


$
0.31


$
0.33


$
0.38


$
1.43   16.
    DISCLOSURE
    ABOUT OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED):    A.
    OIL
    AND GAS RESERVES:   70




---



##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  B.
    ANALYSES
    OF CHANGES IN PROVEN RESERVES:  United States


China


TotalNatural Gas





Natural





Natural GasOil (Bbls)


(Mcf)


Oil (Bbls)


Gas (Mcf)


Oil (Bbls)


(Mcf)Reserves, December 31, 2004


11,389,100



1,414,000,600



7,587,600







18,976,700



1,414,000,600Extensions, discoveries and additions


5,516,300



680,671,500



370,600







5,886,900



680,671,500Production


(464,300
)


(61,722,300
)


(1,556,300
)






(2,020,600
)


(61,722,300
)Revisions


(1,236,400
)


(132,727,000
)


(1,341,000
)






(2,577,400
)


(132,727,000
)Reserves, December 31, 2005


15,204,700



1,900,222,800



5,060,900







20,265,600



1,900,222,800Extensions, discoveries and additions


3,962,000



505,773,000











3,962,000



505,773,000Production


(594,100
)


(78,395,500
)


(1,603,400
)






(2,197,500
)


(78,395,500
)Revisions


(730,000
)


(69,499,600
)


529,200







(200,800
)


(69,499,600
)Reserves, December 31, 2006


17,842,600



2,258,100,700



3,986,700







21,829,300



2,258,100,700Extensions, discoveries and additions


6,091,000



747,914,000











6,091,000



747,914,000Sales










(2,833,400
)






(2,833,400
)


Production


(870,100
)


(109,177,600
)


(1,153,300
)






(2,023,400
)


(109,177,600
)Revisions


(232,000
)


(54,182,200
)










(232,000
)


(54,182,200
)Reserves, December 31, 2007


22,831,500



2,842,654,900











22,831,500



2,842,654,900Proved developed reserves:December 31, 2004


4,195,000



514,686,000



4,356,000







8,551,000



514,686,000December 31, 2005


5,087,000



635,591,000



2,484,000







7,571,000



635,591,000December 31, 2006


6,522,000



842,969,000



2,686,000







9,208,000



842,969,000December 31, 2007


8,764,000



1,084,224,000











8,764,000



1,084,224,000  71




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  C.
    STANDARDIZED
    MEASURE:    United States


China


TotalAs of December 31, 2005Future cash inflows

$
16,124,248


$
246,666


$
16,370,914Future production costs


(2,943,364
)


(72,920
)


(3,016,284
)Future development costs


(1,113,618
)


(6,815
)


(1,120,433
)Future income taxes


(4,110,554
)


(30,235
)


(4,140,789
)Future net cash flows


7,956,712



136,696



8,093,408Discounted at 10%


(4,454,628
)


(62,286
)


(4,516,914
)Standardized measure of discounted future net cash flows

$
3,502,084


$
74,410


$
3,576,494As of December 31, 2006Future cash inflows

$
11,239,526


$
185,659


$
11,425,185Future production costs


(2,974,427
)


(67,750
)


(3,042,177
)Future development costs


(1,674,893
)


(5,915
)


(1,680,808
)Future income taxes


(2,217,709
)


(6,710
)


(2,224,419
)Future net cash flows


4,372,497



105,284



4,477,781Discounted at 10%


(2,587,417
)


(18,811
)


(2,606,228
)Standardized measure of discounted future net cash flows

$
1,785,080


$
86,473


$
1,871,553As of December 31, 2007Future cash inflows

$
19,411,520


$



$
19,411,520Future production costs


(4,233,952
)






(4,233,952
)Future development costs


(2,100,647
)






(2,100,647
)Future income taxes


(4,414,331
)






(4,414,331
)Future net cash flows


8,662,590







8,662,590Discounted at 10%


(4,793,188
)






(4,793,188
)Standardized measure of discounted future net cash flows

$
3,869,402


$



$
3,869,402    72




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  D.
    SUMMARY
    OF CHANGES IN THE STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET
    CASH FLOWS:  December 31,


December 31,


December 31,2007


2006


2005Standardized measure, beginning

$
1,871,553


$
3,576,494


$
1,669,336Net revisions of previous quantity estimates


(126,447
)


(185,419
)


(436,425
)Extensions, discoveries and other changes


1,784,862



755,149



2,306,982Sales of reserves in place


(46,451
)






Changes in future development costs


(254,538
)


(193,004
)


(130,727
)Sales of oil and gas, net of production costs


(496,556
)


(482,659
)


(426,891
)Net change in prices and production costs


1,607,811



(2,915,081
)


1,992,707Development costs incurred during the period that reduce future
    development costs


315,523



243,933



172,962Accretion of discount


269,046



544,558



254,236Net changes in production rates and other


11,007



(395,071
)


Net change in income taxes


(1,066,408
)


922,653



(1,825,686
)Aggregate changes


1,997,849



(1,704,941
)


1,907,158Standardized measure, ending

$
3,869,402


$
1,871,553


$
3,576,494     E.
    COSTS
    INCURRED IN OIL AND GAS EXPLORATION AND DEVELOPMENT ACTIVITIES
    (US$000):  UNITED
    STATES
  Years EndedDecember 31,


December 31,


December 31,2007


2006


2005Acquisition costs  unproved properties

$
7,780


$
11,351


$
775Exploration


385,238



152,922



56,894Development


304,782



317,118



208,173Total

$
697,800


$
481,391


$
265,842  73




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CHINA
  Years EndedDecember 31,


December 31,


December 31,2007


2006


2005Acquisition costs  unproved properties

$
10,356


$
7,152


$
2,876Exploration










Development


4,094



15,339



16,465Total

$
14,450


$
22,491


$
19,341   TOTAL
  Years EndedDecember 31,


December 31,


December 31,2007


2006


2005Acquisition costs  unproved properties

$
18,136


$
18,503


$
3,651Exploration


385,238



152,922



56,894Development


308,876



332,457



224,638Total

$
712,250


$
503,882


$
285,183   F.
    RESULTS
    OF OPERATIONS FOR OIL AND GAS PRODUCING
    ACTIVITIES:  UNITED
    STATES
  Years EndedDecember 31,


December 31,


December 31,2007


2006


2005Oil and gas revenue

$
566,638


$
508,659


$
448,731Production expenses and taxes


(115,371
)


(92,688
)


(78,862
)Depletion and depreciation


(135,470
)


(79,675
)


(48,455
)Income taxes


(104,553
)


(111,722
)


(107,916
)Total

$
211,244


$
224,574


$
213,498   CHINA
  Years EndedDecember 31,


December 31,


December 31,2007


2006


2005Oil and gas revenue

$
64,822


$
84,008


$
67,762Production expenses and taxes


(19,532
)


(17,320
)


(10,740
)Depletion and depreciation


(14,981
)


(13,822
)


(9,648
)Income taxes


(10,454
)


(18,941
)


(15,556
)Total

$
19,855


$
33,925


$
31,818  74




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##### Table of Contents



ULTRA
    PETROLEUM CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TOTAL
  Years EndedDecember 31,


December 31,


December 31,2007


2006


2005Oil and gas revenue

$
631,460


$
592,667


$
516,493Production expenses and taxes


(134,903
)


(110,008
)


(89,602
)Depletion and depreciation


(150,451
)


(93,497
)


(58,103
)Income taxes


(115,007
)


(130,663
)


(123,472
)Total

$
231,099


$
258,499


$
245,316   G.
    CAPITALIZED
    COSTS RELATING TO OIL AND GAS PRODUCING
    ACTIVITIES:  December 31,


December 31,2007


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

$
1,868,564


$
1,174,683Acquisition, equipment, exploration, drilling and environmental
    costs  China






96,875Less accumulated depletion, depreciation and
    amortization  Domestic


(330,813
)


(196,683
)Less accumulated depletion, depreciation and
    amortization  China






(26,566
)1,537,751



1,048,309Unproven Properties:Acquisition and exploration costs  Domestic


36,778



28,998Acquisition and exploration costs  China






42,062$
1,574,529


$
1,119,369  75




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##### Table of Contents



Item 9.
    Change
    in and Disagreements with Accountants on Accounting and
    Financial Disclosures.    Item 9A.
    Controls
    and Procedures.  Managements
    Report on Assessment of Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
    Changes
    in Internal Control Over Financial Reporting
    Evaluation
    of Effectiveness of Disclosure Controls and Procedures
  Rule 13a-15(e) Rule 15d-15(e)
  Item 9B.
    Other
    Information.   Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance     76




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##### Table of Contents



Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Regulation S-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   Part IV  Item 15.
    Exhibits,
    Financial Statement Schedules.    Financial Statements:
  Financial Statement Schedules:
  Exhibits. Regulation S-K
 77




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##### Table of Contents



ExhibitNumber

Description3
.1

Articles of Incorporation of Ultra Petroleum Corp. (incorporated
    by reference to Exhibit 3.1 of the Companys Quarterly
    Report on
    Form 10-Q
    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 10-Q
    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 10-Q
    for the period ended June 30, 2001).4
.2

Form 8-A
    filed with the Securities and Exchange Commission on
    July 23, 2007.10
.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

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).10
.3

Precedent Agreement between Rockies Express Pipeline LLC and
    Ultra Resources, Inc. dated December 19, 2005 (incorporated
    by reference to Exhibit 10.1 of the Companys Report
    of
    Form 8-K
    filed on February 9, 2006).10
.4

Precedent Agreement between Rockies Express Pipeline LLC,
    Entrega Gas Pipeline LLC and Ultra Resources, Inc. dated
    December 19, 2005 (incorporated by reference to
    Exhibit 10.2 of the Companys Report on
    Form 8-K
    filed on February 9, 2006).10
.5

Ultra Petroleum Corp. 2005 Stock Incentive Plan (incorporated by
    reference to Exhibit 99.1 of the Companys
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-132443),
    filed with the SEC on March 15, 2006).10
.6

Ultra Petroleum Corp. 2000 Stock Incentive Plan (incorporated by
    reference to Exhibit 99.1 of the Companys
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-13278),
    filed with the SEC on March 15, 2001).10
.7

Ultra Petroleum Corp. 1998 Stock Option Plan (incorporated by
    reference to Exhibit 99.1 of the Companys
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-13342)
    filed with the SEC on April 2, 2001).10
.8

Employment Agreement between Ultra Petroleum Corp. and Michael
    D. Watford dated August 6, 2007 (incorporated by reference
    from Exhibit 10.2 of the Companys Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2007).14
.1

Code of Ethics for Chief Executive Officer and Senior Financial
    Officers of Ultra Petroleum Corp. (incorporated by reference to
    Exhibit 3.3 of the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003).*21
.1

Subsidiaries of the Company.*23
.1

Consent of Netherland, Sewell & Associates, Inc.*23
.2

Consent of Ryder Scott Company.*23
.3

Consent of Ernst & Young LLP.*23
.4

Consent of KPMG LLP.*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 78




---



##### Table of Contents



SIGNATURES      
   Title:
    Chairman of the Board,     Signature

Title

Date/s/  Michael
    D. WatfordMichael
    D. Watford

Chairman of the Board, Chief Executive Officer, and President
    (principal executive officer)

February 22, 2008/s/  Marshall
    D. SmithMarshall
    D. Smith

Chief Financial Officer (principal financial officer)

February 22, 2008/s/  Garland
    R. ShawGarland
    R. Shaw

Corporate Controller (principal accounting officer)

February 22, 2008/s/  W.
    Charles HeltonW.
    Charles Helton

Director

February 22, 2008/s/  Stephen
    J. McDanielStephen
    J. McDaniel

Director

February 22, 2008/s/  Robert
    E. RigneyRobert
    E. Rigney

Director

February 22, 2008/s/  Roger
    A. BrownRoger
    A. Brown

Director

February 22, 2008  79




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##### Table of Contents



EXHIBIT INDEX
  ExhibiNumber

Description3
.1

Articles of Incorporation of Ultra Petroleum Corp. (incorporated
    by reference to Exhibit 3.1 of the Companys Quarterly
    Report on
    Form 10-Q
    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 10-Q
    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 10-Q
    for the period ended June 30, 2001).4
.2

Form 8-A
    filed with the Securities and Exchange Commission on
    July 23, 2007.10
.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

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).10
.3

Precedent Agreement between Rockies Express Pipeline LLC and
    Ultra Resources, Inc. dated December 19, 2005 (incorporated
    by reference to Exhibit 10.1 of the Companys Report
    of
    Form 8-K
    filed on February 9, 2006).10
.4

Precedent Agreement between Rockies Express Pipeline LLC,
    Entrega Gas Pipeline LLC and Ultra Resources, Inc. dated
    December 19, 2005 (incorporated by reference to
    Exhibit 10.2 of the Companys Report on
    Form 8-K
    filed on February 9, 2006).10
.5

Ultra Petroleum Corp. 2005 Stock Incentive Plan (incorporated by
    reference to Exhibit 99.1 of the Companys
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-132443),
    filed with the SEC on March 15, 2006).10
.6

Ultra Petroleum Corp. 2000 Stock Incentive Plan (incorporated by
    reference to Exhibit 99.1 of the Companys
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-13278),
    filed with the SEC on March 15, 2001).10
.7

Ultra Petroleum Corp. 1998 Stock Option Plan (incorporated by
    reference to Exhibit 99.1 of the Companys
    Registration Statement on
    Form S-8
    (Reg.
    No. 333-13342)
    filed with the SEC on April 2, 2001).10
.8

Employment Agreement between Ultra Petroleum Corp. and Michael
    D. Watford dated August 6, 2007 (incorporated by reference
    from Exhibit 10.2 of the Companys Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2007).14
.1

Code of Ethics for Chief Executive Officer and Senior Financial
    Officers of Ultra Petroleum Corp. (incorporated by reference to
    Exhibit 3.3 of the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003).*21
.1

Subsidiaries of the Company.*23
.1

Consent of Netherland, Sewell & Associates, Inc.*23
.2

Consent of Ryder Scott Company.*23
.3

Consent of Ernst & Young LLP.*23
.4

Consent of KPMG LLP.*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 80