Exhibit 24.1


                              LIMITED POWER OF ATTORNEY
                          FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Kason Kerr, Rex Griffin, Maree Delgado and/or Jamie Whyte as the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

(1)     prepare, execute, acknowledge, deliver and file on behalf of the
        undersigned, in the undersigned's capacity as an officer, director
        and/or stockholder of ULTRA PETROLEUM CORP., a Yukon corporation
        (the "Company"), Forms 3, 4, and 5 (including any amendments thereto),
        with the United States Securities and Exchange Commission, any national
        securities exchanges and the Company, as considered necessary or
        advisable under Section 16(a) of the Securities Exchange Act of 1934 and
        the rules and regulations promulgated thereunder, as amended from time
        to time  (the "Exchange Act");

(2)     seek or obtain, as the undersigned's representative and on the
        undersigned's behalf, information on transactions in the Company's
        securities from any third party, including brokers, employee benefit
        plan administrators and trustees, and the undersigned hereby authorizes
        any such person to release any such information to the undersigned and
        approves and ratifies any such release of information; and

(3)     perform any and all other acts which in the discretion of such
        attorneys-in-fact are necessary or desirable for and on behalf of the
        undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)     this Power of Attorney authorizes, but does not require, such
        attorneys-in-fact to act in their discretion on information provided to
        such attorneys-in-fact without independent verification of such
        information;

(2)     any documents prepared and/or executed by such attorneys-in-fact on
        behalf of the undersigned pursuant to this Power of Attorney will be in
        such form and will contain such information and disclosure as such
        attorneys-in-fact, in his or her discretion, deems necessary or
        desirable;

(3)     neither the Company nor such attorneys-in-fact assumes (i) the
        undersigned's responsibility to comply with the requirement of the
        Exchange Act, (ii) any liability of the undersigned for any failure to
        comply with such requirements, or (iii) any obligation or liability of
        the undersigned for profit disgorgement under Section 16(b) of the
        Exchange Act; and

(4)     this Power of Attorney does not relieve the undersigned from
        responsibility for compliance with the undersigned's obligations under
        the Exchange Act, including without limitation the reporting
        requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, with full power of substitution or revocation, hereby ratifying
all that such attorneys-in-fact of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities of the Company, unless
earlier revoked by the undersigned in a signed writing delivered to such
attorneys-in-fact. This Power of Attorney may be filed with the SEC as a
confirming statement of the authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of May, 2019.




/s/ Sylvia K. Barnes
--------------------------------
Signature

Sylvia K. Barnes
--------------------------------
Printed Name


This instrument was acknowledged before me on this 22nd day of May, 2019 by
Sylvia K. Barnes.

                                             /s/ Michael Todd Ritchie
                                             -----------------------------------
                                             Notary Public's Signature


                                             MICHAEL TODD RITCHIE
                                             Notary Public
                                             State of Colorado
                                             Notary ID # 20164025556
                                             My Commission Expires 07-06-2020