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
April 27, 2005
(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)

6801 Greenspoint Park Drive, Suite 370
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 — Results of Operations and Financial Condition

Item 2.02.  Results of Operations and Financial Condition

          The following information is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition,” not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

          On April 27, 2005, Ultra Petroleum Corporation issued the press release attached as Exhibit 99.1 providing information regarding the company’s operating results for the three-month period ended March 30, 2005.

Section 8 — Other Events

Item 8.01.  Other Events

Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

(c)  Exhibits
Exhibit Number	Title of Document
99.1	Press release dated April 27, 2005

2

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
April 27, 2005	By:	DAVID RUSSELL
	Name:	David Russell
	Title:	Director Investor Relations

3

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated April 27, 2005

4

EX-99.1

Exhibit 99.1

April 27th, 2005 

ULTRA PETROLEUM REPORTS 89% INCREASE IN 1^ST QUARTER EARNINGS

Houston, TX – Ultra Petroleum (AMEX-UPL) today reported earnings for the three-month period ended March 30^th, 2005 were $37.3 million or $0.46 per diluted share, an 89% increase from $19.8 million or $0.25 per diluted share for the same period in 2004.  Cash flow ^{( 1)} for the period was $69.4 million or $0.86 per diluted share, a 91% increase from $36.2 million or $0.46 per diluted share for the same period in 2004. Production increased 61% to 15.6 Bcfe compared to 9.7 Bcfe for the same quarter in 2004.  Average natural gas prices were $5.58 per Mcf during the quarter, compared to $4.95 per Mcf for the same period in 2004. China oil prices for the quarter averaged $33.66 per bbl while Wyoming oil prices averaged $49.79 per bbl compared to $37.20 per bbl for the same period in 2004.

“We are proud to guide the company through another record setting quarter, this being the most successful first quarter in Ultra’s history. By increasing production more than 60% to 15.6 Bcfe, enjoying strong commodity prices and maintaining our industry low cost structure we grew both earnings and cashflow 89% and 91% respectively. Our 100+ well 2005 drilling program is in motion. As we prepare for the lifting of winter restrictions on our northern acreage we are already moving rigs for what we anticipate will be another highly successful summer. Additionally, we will be going before the Wyoming Oil and Gas Conservation Commission in May to request increased density drilling on our Pinedale Anticline acreage.

Continuing our trend of operational successes, we are well on our way to achieving if not exceeding our year-end goals of increasing production 38% to 67.5 Bcfe, and achieving a reserve replacement ratio in excess of 500%. Clearly, this will be our most successful year,” stated Michael D. Watford, Ultra’s Chairman, President and CEO.

	For the Three-Month Period Ended
	31-Mar-05		31-Mar-04
Production
Oil Production - Bbls : WY		99,600		68,324
Oil Production - Bbls : China		295,037		0
Natural Gas - Mcf		13,253,052		9,316,055
Gas Equivalent Production - Mcfe		15,620,874		9,725,999
Realized Production Prices
Oil Price - WY $/bbl	$	49.79	$	37.20
Oil Price - China $/bbl	$	33.66	$	0.00
Gas Price - $/Mcf	$	5.58	$	4.95
Revenues
Oil Revenue - WY	$	4,959,416	$	2,541,550
Oil Revenue - China	$	9,930,951	$	0
Gas Revenue	$	73,950,973	$	46,077,223
Total Revenues	$	88,841,340	$	48,618,773
Operating costs and expenses
Operating expenses - WY	$	1,985,306	$	1,282,924
Operating expenses - China	$	1,454,000	$	0
Taxes	$	9,022,063	$	5,669,776
Gathering	$	3,630,543	$	2,772,197
Depreciation, depletion and amortization - WY	$	9,669,509	$	5,480,720
Depreciation, depletion and amortization - China	$	1,570,000	$	0
General and administrative	$	2,561,785	$	1,554,039
Stock compensation	$	614,576	$	100,023
Interest and debt expense	$	900,643	$	1,100,170
Total direct expenses	$	31,408,425	$	17,959,849
Interest and other income	$	74,865	$	12,734
Income Tax - Deferred	$	20,185,231	$	10,888,440
Net Income	$	37,322,549	$	19,783,218
Per common share - basic	$	0.49	$	0.27
Per common share - diluted	$	0.46	$	0.25
Cash flow from operations (1)	$	69,361,865	$	36,252,401
Per common share - basic	$	0.92	$	0.49
Per common share - diluted	$	0.86	$	0.46
Shares Outstanding
Weighted Average - Basic		75,433,107		74,624,845
Weighted Average - diluted		80,475,375		79,617,333
Costs per Mcfe - Corporate
Lease Operating	$	1.03	$	1.00
DD&A	$	0.72	$	0.56
General and administrative - Total	$	0.20	$	0.17
Interest	$	0.06	$	0.11
	$	2.01	$	1.85
Segment Costs per MCFE - United States
Production Costs	$	0.14	$	0.13
Severance/Production Taxes	$	0.65	$	0.58
Gathering	$	0.26	$	0.29
DD&A	$	0.70	$	0.56
	$	1.75	$	1.56
Segment Costs per Mcfe - China
Production Costs	$	0.82	$	—
DD&A	$	0.89	$	—
	$	1.71	$	—

These statements are unaudited and subject to year-end adjustment.

          (1) “Cash flow” refers to cash flow from operations before net change in non-cash working capital.

	Three Months Ended March 31
	2005			2004
Reconciliation of cash flow from operations before change in net working capital
Net cash provided by operating activities	$	92,294,159		$	25,734,115
Accounts payable and accrued liabilities	$	(15,528,963	)	$	16,106,026
Prepaid expenses and other current assets	$	2,560,819		$	(1,253,614	)
Accounts receivable	$	(10,339,753	)	$	(618,011	)
Inventory	$	675,463		$	0
Restricted cash	$	412		$	314
Other long-term obligations	$	(300,272	)	$	(3,716,429	)
Cash flow from operations before change in net working capital	$	69,361,865		$	36,252,401

Management believes that the non-GAAP measures of cash flow before changes in working capital is useful information to investors because it is widely used by professional analysts and sophisticated investors in valuing oil  and gas companies. Many other investors use research reports of these analysts in making investment decisions.

Ultra Petroleum is an independent, exploration and production company focused on developing its long life natural gas reserves in the Green River Basin of Wyoming, and oil reserves in Bohai Bay, offshore China. Ultra is listed on the American Stock Exchange under the ticker “UPL” with 76,435,868 shares outstanding as of the date of this release.

The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We may use certain terms in this press release,  relating to reserves and/or production that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 10-K available from us at 363 North Sam Houston Parkway E., Suite 1200, Houston, TX 77060. You can also obtain this form from the SEC by calling 1-800-SEC-0330.

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, they can give no assurance that such expectations will prove to have been correct.  Certain risks and uncertainties inherent in the Company’s businesses are set forth in their filings with the Securities and Exchange Commission.  Full details regarding the selected financial information provided above will be available in the Company’s annual report and in the Annual Information form to be filed under the cover of Form 10-K.

For more information contact
David Russell - Investor Relations
(281) 876-0120 Extension 302