<PAGE>

                                                                     EXHIBIT 3.3

                              ULTRA PETROLEUM CORP.

                 CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS

         The Chief Executive Officer, Chief Financial officer, principal
accounting officer or Controller, and other senior financial officers performing
similar functions (collectively, the "OFFICERS") of Ultra Petroleum Corp. (the
"COMPANY") each have an obligation to the Company, its shareholders, the public
investor community, and themselves to maintain the highest standards of ethical
conduct. In recognition of this obligation, the Company has adopted the
following standards of ethical conduct for the purpose of promoting:

         -        Honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships;

         -        Full, fair accurate, timely and understandable disclosure in
                  the reports and documents that the Company files with, or
                  submits to, the Securities and Exchange Commission (the
                  "SEC"), and in other public communications made by the
                  Company;

         -        Compliance with applicable governmental laws, rules and
                  regulations;

         -        The prompt internal reporting to an appropriate person or
                  persons identified herein of violations of this Code of
                  Ethics; and

         -        Accountability for an adherence to this Code of Ethics.

         The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The Officers are bound by all of the
provisions set forth therein, including those relating to ethical conduct,
conflicts of interest and compliance with law. In addition to the Code of
Business Conduct and Ethics, the Officers are subject to the additional specific
policies described below. Adherence to these standards is integral to achieving
the objectives of the Company and its shareholders. The Officers shall not
commit acts contrary to these standards nor shall they condone the commission of
such acts by others within the Company.

COMPETENCE

         The Officers have a responsibility to:

         -        Maintain an appropriate level of professional competence
                  through the ongoing development of their knowledge and skills.

         -        Perform their professional duties in accordance with relevant
                  laws, regulations, and technical standards.

         -        Prepare accurate and timely financial statements, reports and
                  recommendations after appropriate analyses of relevant and
                  reliable information.

CONFIDENTIALITY

         The Officers have a responsibility to protect the Company by:

         -        Refraining from disclosing confidential information regarding
                  the Company or otherwise acquired in the course of their work
                  except when authorized, unless legally obligated to do so.

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         -        Informing subordinates as appropriate regarding the
                  confidentiality of information acquired in the course of their
                  work and monitoring their activities to assure the maintenance
                  of that confidentiality.

         -        Refraining from using or appearing to use confidential
                  information acquired in the course of their work for unethical
                  or illegal advantage either personally or through third
                  parties.

INTEGRITY

         The Officers have a responsibility to:

         -        Comply with laws, rules and regulations of federal, state and
                  local governments, and appropriate private and public
                  regulatory agencies or organizations, including insider
                  trading laws.

         -        Act in good faith, responsibility, without misrepresenting
                  material facts or allowing their independent judgment to be
                  subordinated.

         -        Protect the Company's assets and insure their efficient use.

         -        Avoid actual or apparent conflicts of interest with respect to
                  suppliers, customers and competitors and reports potential
                  conflicts as required in the Company's Conflict of Interest
                  Policy.

         -        Refrain from engaging in any activity that would prejudice
                  their ability to carry out their duties ethically.

         -        Refrain from either actively or passively subverting the
                  attainment of the organization's legitimate and ethical
                  objectives.

         -        Recognize and communicate professional limitations or other
                  constraints that would preclude responsible judgment or
                  successful performance of an activity.

         -        Report to senior management and the Audit Committee any
                  significant information they may have regarding judgments,
                  deficiencies, discrepancies, errors, lapses or any similar
                  matters relating to the Company's or its subsidiaries'
                  accounting, auditing or system of internal controls. The
                  officers must communicate unfavorable as well as favorable
                  information and professional judgments or opinions.

         -        Refrain from engaging in or supporting any activity that would
                  discredit their profession or the Company and proactively
                  promote ethical behavior within the Company.

OBJECTIVITY

The Officers have a responsibility to:

         -        Communicate information fairly and objectively.

         -        Disclose all material information that could reasonably be
                  expected to influence intended user's understanding of the
                  reports, comments and recommendations presented.

OVERSIGHT AND DISCLOSURE

         The Officers have a responsibility to:

         -        Ensure the preparation of full, fair, accurate, timely and
                  understandable disclosure in the periodic reports required to
                  be filed by the Company with the SEC. Accordingly, it is the
                  responsibility of the

                                       2
<PAGE>

                  Officers to promptly bring to the attention of the Audit
                  Committee any material information of which he or she may
                  become aware that affects the disclosures made by the Company
                  in its public filings or otherwise assist the Audit Committee
                  in fulfilling its responsibilities of overseeing the Company's
                  financial statements and disclosures and internal control
                  systems.

         -        Promptly bring to the attention of the Audit Committee any
                  information he or she may have concerning (1) significant
                  deficiencies in the design or operation of internal controls
                  which could aversely affect the Company's ability to record,
                  process, summarize and report financial data or (2) any fraud,
                  whether or not material, that involves management or other
                  employees who have a significant role in the Company's
                  financial reporting, disclosures or internal controls.

         -        Promptly bring to the attention of the CEO or internal legal
                  counsel, if any, and to the Audit Committee any information he
                  or she may have concerning any violation of the Company's Code
                  of Business Conduct and Ethics, including any actual or
                  apparent conflicts of interest between personal and
                  professional relationships, involving any management or other
                  employees who has a significant role in the Company's
                  financial reporting, disclosures or internal controls.

         -        Promptly bring to the attention of the CEO or internal legal
                  counsel, if any, and to the Audit Committee any information he
                  or she may have concerning evidence of a material violation of
                  the securities or other laws, rules or regulations applicable
                  to the Company and the operation of its business, by the
                  Company or any agent thereof, or of violation of the Code of
                  Business Conduct and Ethics or of these additional procedures.

ENFORCEMENT

         The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Business Conduct and Ethics or of these additional procedures by
the Officers. Such actions shall be reasonably designed to deter wrongdoing and
to promote accountability for adherence to the Code of Business Conduct and
Ethics and to these additional procedures, and shall include written notices to
the individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

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<PAGE>

         IN WITNESS WHEREOF, the undersigned Officer certifies that he or she
has read the above Code of Ethics and agrees to abide thereby.

/s/ F. Fox Benton III
------------------------
F. Fox Benton III
CFO

Date: February 6, 2004

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                              ULTRA PETROLEUM CORP.

                 CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS

         The Chief Executive Officer, Chief Financial officer, principal
accounting officer or Controller, and other senior financial officers performing
similar functions (collectively, the "OFFICERS") of Ultra Petroleum Corp. (the
"COMPANY") each have an obligation to the Company, its shareholders, the public
investor community, and themselves to maintain the highest standards of ethical
conduct. In recognition of this obligation, the Company has adopted the
following standards of ethical conduct for the purpose of promoting:

         -        Honest and ethical conduct, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships;

         -        Full, fair accurate, timely and understandable disclosure in
                  the reports and documents that the Company files with, or
                  submits to, the Securities and Exchange Commission (the
                  "SEC"), and in other public communications made by the
                  Company;

         -        Compliance with applicable governmental laws, rules and
                  regulations;

         -        The prompt internal reporting to an appropriate person or
                  persons identified herein of violations of this Code of
                  Ethics; and

         -        Accountability for an adherence to this Code of Ethics.

         The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The Officers are bound by all of the
provisions set forth therein, including those relating to ethical conduct,
conflicts of interest and compliance with law. In addition to the Code of
Business Conduct and Ethics, the Officers are subject to the additional specific
policies described below. Adherence to these standards is integral to achieving
the objectives of the Company and its shareholders. The Officers shall not
commit acts contrary to these standards nor shall they condone the commission of
such acts by others within the Company.

COMPETENCE

         The Officers have a responsibility to:

         -        Maintain an appropriate level of professional competence
                  through the ongoing development of their knowledge and skills.

         -        Perform their professional duties in accordance with relevant
                  laws, regulations, and technical standards.

         -        Prepare accurate and timely financial statements, reports and
                  recommendations after appropriate analyses of relevant and
                  reliable information.

CONFIDENTIALITY

         The Officers have a responsibility to protect the Company by:

         -        Refraining from disclosing confidential information regarding
                  the Company or otherwise acquired in the course of their work
                  except when authorized, unless legally obligated to do so.

                                       1
<PAGE>

         -        Informing subordinates as appropriate regarding the
                  confidentiality of information acquired in the course of their
                  work and monitoring their activities to assure the maintenance
                  of that confidentiality.

         -        Refraining from using or appearing to use confidential
                  information acquired in the course of their work for unethical
                  or illegal advantage either personally or through third
                  parties.

INTEGRITY

         The Officers have a responsibility to:

         -        Comply with laws, rules and regulations of federal, state and
                  local governments, and appropriate private and public
                  regulatory agencies or organizations, including insider
                  trading laws.

         -        Act in good faith, responsibility, without misrepresenting
                  material facts or allowing their independent judgment to be
                  subordinated.

         -        Protect the Company's assets and insure their efficient use.

         -        Avoid actual or apparent conflicts of interest with respect to
                  suppliers, customers and competitors and reports potential
                  conflicts as required in the Company's Conflict of Interest
                  Policy.

         -        Refrain from engaging in any activity that would prejudice
                  their ability to carry out their duties ethically.

         -        Refrain from either actively or passively subverting the
                  attainment of the organization's legitimate and ethical
                  objectives.

         -        Recognize and communicate professional limitations or other
                  constraints that would preclude responsible judgment or
                  successful performance of an activity.

         -        Report to senior management and the Audit Committee any
                  significant information they may have regarding judgments,
                  deficiencies, discrepancies, errors, lapses or any similar
                  matters relating to the Company's or its subsidiaries'
                  accounting, auditing or system of internal controls. The
                  officers must communicate unfavorable as well as favorable
                  information and professional judgments or opinions.

         -        Refrain from engaging in or supporting any activity that would
                  discredit their profession or the Company and proactively
                  promote ethical behavior within the Company.

OBJECTIVITY

The Officers have a responsibility to:

         -        Communicate information fairly and objectively.

         -        Disclose all material information that could reasonably be
                  expected to influence intended user's understanding of the
                  reports, comments and recommendations presented.

OVERSIGHT AND DISCLOSURE

         The Officers have a responsibility to:

         -        Ensure the preparation of full, fair, accurate, timely and
                  understandable disclosure in the periodic reports required to
                  be filed by the Company with the SEC. Accordingly, it is the
                  responsibility of the

                                       2
<PAGE>

                  Officers to promptly bring to the attention of the Audit
                  Committee any material information of which he or she may
                  become aware that affects the disclosures made by the Company
                  in its public filings or otherwise assist the Audit Committee
                  in fulfilling its responsibilities of overseeing the Company's
                  financial statements and disclosures and internal control
                  systems.

         -        Promptly bring to the attention of the Audit Committee any
                  information he or she may have concerning (1) significant
                  deficiencies in the design or operation of internal controls
                  which could aversely affect the Company's ability to record,
                  process, summarize and report financial data or (2) any fraud,
                  whether or not material, that involves management or other
                  employees who have a significant role in the Company's
                  financial reporting, disclosures or internal controls.

         -        Promptly bring to the attention of the CEO or internal legal
                  counsel, if any, and to the Audit Committee any information he
                  or she may have concerning any violation of the Company's Code
                  of Business Conduct and Ethics, including any actual or
                  apparent conflicts of interest between personal and
                  professional relationships, involving any management or other
                  employees who has a significant role in the Company's
                  financial reporting, disclosures or internal controls.

         -        Promptly bring to the attention of the CEO or internal legal
                  counsel, if any, and to the Audit Committee any information he
                  or she may have concerning evidence of a material violation of
                  the securities or other laws, rules or regulations applicable
                  to the Company and the operation of its business, by the
                  Company or any agent thereof, or of violation of the Code of
                  Business Conduct and Ethics or of these additional procedures.

ENFORCEMENT

         The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Business Conduct and Ethics or of these additional procedures by
the Officers. Such actions shall be reasonably designed to deter wrongdoing and
to promote accountability for adherence to the Code of Business Conduct and
Ethics and to these additional procedures, and shall include written notices to
the individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

                                       3
<PAGE>

         IN WITNESS WHEREOF, the undersigned Officer certifies that he or she
has read the above Code of Ethics and agrees to abide thereby.

/s/ Michael D. Watford
------------------------
Michael D. Watford
President and CEO

Date: February 6, 2004