8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report:
May 15, 2006
(Date of earliest event reported)

ULTRA PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

Yukon Territory, Canada	0-29370	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

363 N. Sam Houston Parkway East
Suite 1200
Houston, Texas 77060
(Address of principal executive offices, including zip code)

(281) 876-0120
(Registrant’s telephone number, including area code)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 4 — Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant

     On May 15, 2006, the Audit Committee of the Board of Directors voted to appoint Ernst & Young LLP (“Ernst & Young”) to serve as the Company’s independent auditor for the fiscal year ending December 31, 2006, and dismissed KPMG LLP as the Company’s independent auditor. Ultra is a Yukon corporation and under Yukon law, the dismissal of the Company’s independent auditor and approval of a new independent auditor is subject to shareholder approval. Accordingly, the Audit Committee’s appointment is subject to the receipt of such approval at the 2006 Annual Meeting of Shareholders.

     The audit reports of KPMG LLP (“KPMG”) on the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2004 and 2005 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

• KPMG’s report on the consolidated financial statements of Ultra Petroleum Corp. and subsidiaries as of and for the years ended December 31, 2005 and 2004, contained a separate paragraph referring to the adoption of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, effective January 1, 2003.

     The audit report of KPMG on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion and was not modified as to uncertainty, audit scope, or accounting principles, except that KPMG’s report indicates that the Company did not maintain effective internal control over reporting as of December 31, 2005 because of the effect of material weakness on the achievement of objectives of the control criteria and contains an explanatory paragraph that states that the following material weaknesses have been identified and included in management’s assessment:

• The Company did not maintain effective company level controls.

• The Company did not have adequate policies and procedures regarding supervisory review of account reconciliations and account and transaction analyses.

• The Company did not have adequate policies and procedures to ensure that accurate and reliable interim and annual consolidated financial statements were prepared and reviewed on a timely basis.

     In connection with the audits of the two fiscal years ended December 31, 2004 and 2005 and subsequent interim periods through May 15, 2006, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG would have caused them to make reference in connection with their reports to the subject matter of the disagreement.

     In connection with the audits of the years ended December 31, 2004 and 2005 and subsequent interim periods to May 15, 2006, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K, except that KPMG advised the Company of the material weaknesses described above.

     The Audit Committee discussed the subject matter of the material weaknesses with KPMG and the Company has authorized KPMG to respond fully to the inquiries of Ernst & Young concerning the material weaknesses.

2

     Prior to the selection of Ernst & Young to provide the audit of the Company’s financial statements and the review of interim filings, the Company did not consult Ernst & Young regarding any matter requiring disclosure under Item 304(a)(2) of Regulation S-K. Specifically, during the years ended December 31, 2004 and December 31, 2005 and subsequent interim periods through May 15, 2006, we have not consulted with Ernst & Young regarding either (i) the application of accounting principles to a specified transaction, either competed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to the Company that Ernst & Young concluded was an important factor considered by us in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event as described in Item 304(a) of Regulation S-K.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

Exhibit Number	Title of Document
16.1	Letter from KPMG to the Securities and Exchange Commission dated May 31, 2006

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ULTRA PETROLEUM CORPORATION
June 2, 2006	Name: /s/ Michael D. Watford
	Title: Chairman, President and Chief
	Executive Officer

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Exhibit Index

Exhibit Number	Title of Document
16.1	Letter from KPMG to the Securities and Exchange Commission dated May 31, 2006

5

EX-16.1

Exhibit 16.1

May 31, 2006

Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We were previously principal accountants for Ultra Petroleum Corp. and, under the date of March 30, 2006, we reported on the consolidated financial statements of Ultra Petroleum Corp. as of and for the years ended December 31, 2005 and 2004, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, and the effectiveness of internal control over financial reporting as of December 31, 2005. On May 15, 2006, our appointment as principal accountants was terminated. We have read Ultra Petroleum Corp.’s statements included under Item 4.01 of its Form 8-K/A dated May 15, 2006 and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statement that the change was approved by the audit committee of the board of directors and the statements in the last sentence of the first paragraph and the first sentence in the seventh paragraph.

Very truly yours,

CORRESP

June 2, 2006

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:	Ultra Petroleum Corp.
	Item 4.01 Form 8-K
	Filed May 17, 2006
	File No. 0-29370

Dear Ladies and Gentlemen:

On behalf of our client, Ultra Petroleum Corp. (“Ultra”), we submit the following responses to the letter dated May 17, 2006 containing comments from the staff of the Securities and Exchange Commission (the “Staff”) relating to Ultra’s Report on Form 8-K.

1. Please amend your Form 8-K to disclose whether the former accountant resigned, declined to stand for re-election, or was dismissed, and the date of such termination. Refer to Item 304(a)(1)(i) of Regulation S-K for additional guidance.

The Form 8-K has been amended to disclose that the former accountant, KPMG, LLP (“KPMG”), was dismissed on the date Ernst & Young was appointed. Ultra is incorporated under the laws of the Yukon Territory, Canada. Canadian counsel has advised Ultra that under Yukon law, only the shareholders are permitted to dismiss and appoint a company’s independent auditors. Accordingly, the dismissal of KPMG and approval of the appointment of Ernst & Young is subject to shareholder approval at the 2006 annual meeting.

2. Please obtain and file an Exhibit 16 letter from your former accountant stating whether the accountant agrees with the statements made in your revised Form 8-K.

         In accordance with Item 304 of Regulation S-K, Ultra provided KPMG a copy of the disclosures made in response to Item 304(a) prior to filing the Form 8-K and at such time requested that the former accountant furnish Ultra with a letter addressed to the Commission as required under Item 304. Ultra received

Securities and Exchange Commission
June 2, 2006
Page 2
 

KPMG’s letter on May 31, 2006 and has filed it as Exhibit 16.1 to the amended Form 8-K.

     Attached as Exhibit A is a statement of Ultra Petroleum Corp. acknowledging certain matters in connection with this response.

     Should you or a member of the Staff have any questions or comments concerning the enclosed materials, please contact Guy Young at (713) 547-2081 or Judy Little at (713) 547-2235.

Very truly yours,
 

/s/ Guy Young  

Guy Young 

cc:	Mr. Michael D. Watford, Chairman, President and Chief Executive Officer
	Mr. Marshall D. Smith, Chief Financial Officer

Exhibit A

Ultra Petroleum Corp. acknowledges that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Ultra Petroleum Corp.
By:	/s/ Marshall D. Smith
	Chief Financial Officer