8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report
October 22, 2007
(Date of earliest event reported)

ULTRA PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

Yukon Territory, Canada
(State or other jurisdiction of
incorporation or organization) 0-29370
(Commission File Number) N/A
(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 2 — Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets

     On October 22, 2007, Ultra Petroleum Corp.’s wholly-owned subsidiary, UP Energy Corporation, a Nevada corporation, completed the previously-announced sale of all of the outstanding shares of Sino-American Energy Corporation, a Texas corporation, to SPC E&P (China) Pte. Ltd., a Singapore corporation for $223 million. A copy of the press release announcing the sale is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 5 — Corporate Governance and Management

Item 5.02 Departures of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On October 23, 2007, the Company’s board of directors elected Roger A. Brown to fill a vacancy on the Company’s Board of Directors and to serve until the next annual meeting of stockholders. The Board also appointed Mr. Brown to the Audit Committee and Nominating and Corporate Governance Committee. Mr. Brown is an “independent director” pursuant to the rules adopted by the SEC applicable to the corporate governance standards for companies listed on the New York Stock Exchange. A copy of the press release announcing the appointment of Mr. Brown is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

     (b) Pro Forma Financial Information

The unaudited pro forma financial information for the year ended December 31, 2006, the six months ended June 30, 2007 and as of June 30, 2007 is attached as exhibit 99.2. The unaudited pro forma financial information for the year ended December 31, 2006 and for the six months ended June 30, 2007 has been prepared as if the disposition had occurred on January 1, 2006. The unaudited pro forma financial information as of June 30, 2007 has been prepared as if the disposition had occurred on June 30, 2007. This information is not necessarily indicative of the results that actually would have been attained if the acquisition had occurred on these dates or that may be attained in the future. Such information should be read in conjunction with the historical financial statements of the company.

     (d) Exhibits

Exhibit Number	Title of Document
99.1	Press release dated October 24, 2007 announcing sale of China asset and appointment of Mr. Brown.
99.2	Unaudited pro forma balance sheet as of June 30, 2007 and unaudited pro forma income statement for the year ended December 31, 2006 and the six months ended June 30, 2007.

1

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
October 26, 2007	By:	/s/ Michael D. Watford
		Name:	Michael D. Watford
		Title:	Chairman, President and Chief Executive Officer

2

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated October 24, 2007 announcing sale of China asset and appointment of Mr. Brown.
99.2	Unaudited pro forma balance sheet as of June 30, 2007 and unaudited pro forma income statement for the year ended December 31, 2006 and for the six months ended June 30, 2007.

3

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

ULTRA PETROLEUM CLOSES SALE OF CHINA INTERESTS AND
APPOINTS ROGER A. BROWN TO THE BOARD OF DIRECTORS

HOUSTON, Texas — October 24, 2007 — Ultra Petroleum Corp. (NYSE: UPL) today reported the closing on its previously announced sale of Sino-American Energy Company which represents all of Ultra’s interest in Bohai Bay, China. The transaction’s effective date is June 30, 2007. The purchaser of the Bohai Bay asset is SPC E&P (China) Pte Ltd, a wholly-owned subsidiary of Singapore Petroleum Company Limited.

The company is also announcing the appointment of Roger A. Brown to the Board of Directors. He will serve on the Audit and Nominating and Corporate Governance Committees. Mr. Brown was most recently Vice President Strategic Initiatives for Smith International, Inc., and prior to that, President of Smith Technologies, a division of Smith International. He retired from Smith earlier this year. He holds a Bachelor of Science, Economics, History and Political Science and a Juris Doctorate all from the University of Oklahoma.

“We are delighted to quickly close the sale of our Bohai Bay assets,” commented Michael D. Watford, Chairman, President and Chief Executive Officer. “And, we are very fortunate to have Mr. Brown join our Board of Directors. His leadership and knowledge of the energy sector will be a valuable asset for Ultra as we continue to execute our business plan,” Watford added.

Conference Call Webcast Scheduled for October 31, 2007

Ultra Petroleum’s third quarter 2007 conference call will be available via live audio webcast at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) on Wednesday, October 31, 2007. To listen to this webcast, log on to www.ultrapetroleum.com. The webcast will be archived on Ultra Petroleum’s website through February 20, 2008.

Ultra Petroleum Corp. is an independent, exploration and production company focused on developing its long-life natural gas reserves in the Green River Basin of Wyoming — the Pinedale and Jonah Fields. Ultra is listed on the New York Stock Exchange under the symbol “UPL”. The Company had 151,892,002 shares outstanding as at June 30, 2007.

Ultra Petroleum Corp.
Closes Sale of China Asset Page 1 of 2 

This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections or other statements, other than statements of historical fact, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Certain risks and uncertainties inherent in the Company’s business are set forth in our filings with the SEC, particularly in the section entitled “Risk Factors” included in our Annual Report on Form 10-K for our most recent fiscal year and from time to time in other filings made by us with the SEC. These risks and uncertainties include increased competition, the timing and extent of changes in prices for crude oil and natural gas, particularly in Wyoming, the timing and extent of the Company’s success in discovering, developing, producing and estimating reserves, the effects of weather and government regulation, availability of oil field personnel, services, drilling rigs and other equipment, and other factors listed in the reports filed by the Company with the SEC.

This release can be found at http://www.ultrapetroleum.com

For further information contact:
Kelly L. Whitley
Manager Investor Relations
Phone: 281-876-0120 Extension 302
Email:info@ultrapetroleum.com
Website:www.ultrapetroleum.com

Ultra Petroleum Corp.
Closes Sale of China Asset Page 2 of 2 

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements are presented to give effect to the disposition on October 22, 2007 of all the outstanding shares of wholly-owned subsidiary Sino-American Energy Corporation for $210.4 million in cash (the “Disposition”).

The unaudited pro forma condensed consolidated income statement for the year ended December 31, 2006 has been derived from our consolidated income statement for the year ended December 31, 2006. The unaudited pro forma condensed consolidated income statement should be read together with our consolidated income statement and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2006.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2007 and the unaudited pro forma condensed consolidated income statement for the six months ended June 30, 2007 have been derived from our interim consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 and should be read in conjunction with those financial statements, including the notes thereto.

The unaudited pro forma condensed consolidated financial statements are based on the following assumptions and adjustments:

• the unaudited pro forma balance sheet is presented as if the Disposition occurred on June 30, 2007;

• the unaudited pro forma income statements present our operations as if the Disposition had occurred on January 1, 2006; and

• the unaudited pro forma estimates of proved reserves and unaudited pro forma standardized measure of discounted future net cash flows related to proved oil and gas reserves give effect to the Disposition as if it had occurred at December 31, 2006.

Pursuant to Securities and Exchange Commission rules for pro forma financial statements, no pro forma adjustments were made with respect to the following:

• reductions in general and administrative expense to reflect cost savings associated with the reduction in our technical and administrative staff resulting from the Disposition;

• increases in assumed interest income associated with the investment of the proceeds received from the Disposition.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only. The financial results may have been different if the Disposition had occurred as of the dates indicated above. This financial information does not purport to indicate the future results of operations or financial position. These pro forma condensed consolidated statements of operations do not include the gain on disposition to be recorded in the fourth quarter of 2007 or the effects of the use of proceeds from the disposition.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Amounts in thousands of U.S. dollars)

	June 30, 2007
				Sino-American
				Disposition
	Historical			Pro Forma
	Consolidated			Adjustments				Pro Forma
Current assets
Cash and cash equivalents		17,481			(18,600	)	(b)		207,535
					208,654		(a)
Restricted cash		1,874			—				1,874
Accounts receivable		108,597			(6,137	)	(b)		102,460
Deferred tax asset		8,512			—				8,512
Derivative asset		1,412			—				1,412
Inventory		13,166			(75	)	(b)		13,091
Prepaid drilling costs and other current assets		649			—				649
Total current assets		151,691			183,842				335,533
Oil and gas properties net, using the full cost method of accounting
Proved		1,332,960			(70,310	)	(b)		1,262,650
Unproved		77,764			(42,310	)	(b)		35,454
Capital assets		1,679			—				1,679
Other		2,407			—				2,407
Total assets		1,566,501			71,222				1,637,723
Current liabilities
Accounts payable and accrued liabilities		122,639			(2,644	)	(b)		119,995
Current taxes payable		6,133			(5,580	)	(b)		31,091
					30,538		(a)
Capital cost accrual		85,115			—				85,115
Total current liabilities		213,887			22,314				236,201
Long-term debt		300,000			—				300,000
Deferred income tax liability		300,400			(6,445	)	(b)		293,955
Other long-term obligations		26,071			(1,362	)	(b)		24,709
Shareholders’ equity
Share capital		478			—				478
Treasury stock		(16,744	)		—				(16,744	)
Retained earnings		740,444			56,715				797,159
Accumulated other comprehensive income		1,965			—				1,965
Total Shareholders’ equity		726,143			56,715				782,858
Total liabilities and shareholders’ equity		1,566,501			71,222				1,637,723

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
(Amounts in thousands of U.S. dollars, except per share data)

	Six Months Ended June 30, 2007
	Historical			Sino-American			Pro Forma
	Consolidated			Disposition			Adjustments				Pro Forma
Revenues
Natural gas sales		263,705			—			—				263,705
Oil sales		69,310			(45,568	)		—		(d)		23,742
Total operating revenues		333,015			(45,568	)		—				287,447
Expenses
Production expenses and taxes		66,665			(10,734	)		—		(d)		55,931
Depletion and depreciation		73,263			(11,043	)		—		(d)		62,220
General and administrative		6,943			(304	)		(177	)	(d)(e)		6,462
Total operating expenses		146,871			(22,081	)		(177	)			124,613
Operating income		186,144			(23,487	)		177				162,834
Other income (expense)
Interest expense		(6,921	)		—			—				(6,921	)
Interest income		636			—			—				636
Total other income		(6,285	)		—			—				(6,285	)
Income before income tax provision		179,859			(23,487	)		177				156,549
Income tax provision		64,199			(8,220	)		62		(d)(c)		56,041
Net income		115,660			(15,267	)		115				100,508
Earnings per share:
Basic	$	0.76									$	0.66
Diluted	$	0.73									$	0.63
Weighted average common shares outstanding for
Basic earnings per share		151,975										151,975
Diluted earnings per share		159,056										159,056

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
(Amounts in thousands of U.S. dollars, except per share data)

	Year Ended December 31, 2006
	Historical			Sino-American			Pro Forma
	Consolidated			Disposition			Adjustments				Pro Forma
Revenues
Natural gas sales		470,324			—			—				470,324
Oil sales		122,343			(84,008	)		—		(d)		38,335
Total operating revenues		592,667			(84,008	)		—				508,659
Expenses
Production expenses and taxes		110,009			(17,321	)		—		(d)		92,688
Depletion and depreciation		93,499			(13,822	)		—		(d)		79,677
General and administrative		14,935			(50	)		(354	)	(d)(e)		14,531
Total operating expenses		218,443			(31,193	)		(354	)			186,896
Operating income		374,224			(52,815	)		354				321,763
Other income (expense)
Interest expense		(3,909	)		—			—				(3,909	)
Interest income		1,943			—			—				1,943
Total other income		(1,966	)		—			—				(1,966	)
Income before income tax provision		372,258			(52,815	)		354				319,797
Income tax provision		141,063			(18,850	)		124		(d)(c)		122,337
Net income		231,195			(33,965	)		230				197,460
Earnings per share:
Basic	$	1.50									$	1.28
Diluted	$	1.43									$	1.22
Weighted average common shares outstanding for
Basic earnings per share		153,879										153,879
Diluted earnings per share		161,615										161,615

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

Ultra Petroleum Corp.
UNAUDITED PRO FORMA SUPPLEMENTARY OIL AND GAS DISCLOSURES

Estimated Net Quantities of Proved Oil and Gas Reserves

          The following pro forma estimated reserve quantities show the effect of the Disposition as if it had occurred on December 31, 2006.

			Less:
			Sino-American
			Energy Corp.
	Consolidated		Disposition		Pro Forma
Proved developed and undeveloped:
Oil and condensate (Bbls)		21,829,300		3,986,700		17,842,600
Natural gas (Mcf)		2,258,100,700		0		2,258,100,700
Total proved reserves (Mcfe)		2,389,076,500		23,920,200		2,365,156,300
Proved developed:
Oil and condensate (MMBbls)		9,208,000		2,686,000		6,522,000
Natural gas (Bcf)		842,969,000		0		842,969,000
Total proved developed reserves (Bcfe)		898,217,000		16,116,000		882,101,000

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (US$000)

          The following pro forma standardized measure of discounted future net cash flows shows the effect of the Disposition as if it had occurred on December 31, 2006.

				Less:
				Sino-American
				Energy Corp.
	Consolidated			Disposition			Pro Forma
Future cash inflows	$	11,425,185		$	185,659		$	11,239,526
Less related future:
Production costs		(3,042,177	)		(67,750	)		(2,974,427	)
Development and abandonment costs		(1,680,808	)		(5,915	)		(1,674,893	)
Future net cash flows before income taxes		6,702,200			111,994			6,590,206
Future income tax expense		(2,224,419	)		(6,710	)		(2,217,709	)
Future net cash flows before 10% discount		4,477,781			105,284			4,372,497
10% annual discount for estimating timing of cash flows		(2,606,228	)		(18,811	)		(2,587,417	)
Standardized measure of discounted future net cash flows	$	1,871,553		$	86,473		$	1,785,080

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Assumptions:

(a) Represents cash proceeds of $210.4 million less transactions costs of $1.7 million related to the Disposition.

• net cash received of $210.4 million, equal to gross proceeds on the sale of $223.0 million, less preliminary sale price adjustments of $12.6 million for working capital and other closing adjustments.

• a pretax gain of $87.3 million and related tax expense of $30.5 million, for an after-tax gain of $56.8 million. This pro forma gain and tax information was developed by comparing the actual proceeds received at October 22, 2007 to the balance sheet at June 30, 2007. Had the proceeds been computed using the working capital at June 30, 2007, the proceeds and pretax gain presented in the pro forma could have been approximately $17 million higher.

The proceeds included in the pro forma condensed consolidated balance sheet are equal to the amount of cash received at the closing date (October 22, 2007), which was based on an estimate of working capital at that date. Approximately 60 days after closing, the proceeds will be adjusted to reflect actual working capital at the closing date; the adjustments to proceeds along with other changes in the balance sheet from June 30, 2007 through closing will change the actual gain to be recorded in the fourth quarter of 2007.

(b) Represents the deconsolidation of assets and liabilities of Sino-American Energy Corporation.

(c) Represents adjustment to reflect income tax expense for the effects of the pro forma adjustments based on the federal statutory income tax rate of 35%.

(d) Represents adjustments to eliminate the revenues and expenses of Sino -American Energy Corporation for the year ended December 31, 2006 and the six months ended June 30, 2007.

(e) Represents adjustment to eliminate the salaries and other direct general and administrative expenses attributable to Sino-American Energy Corporation.