8-K

UNITED STATESSECURITIES 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 (Date of earliest event reported) August 6, 2008

ATP Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

Texas	000-32261	76-0362774
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4600 Post Oak Place, Suite 200 Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 713-622-3311

N/A

(Former name or former address, if changed since last report)

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)::

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

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

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

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

Item 2.02.     Results of Operations and Financial Condition

On August 6, 2008, ATP Oil & Gas Corporation, a Texas corporation, issued a press release a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits

(c)	Exhibits
	99.1      Press release dated August 6, 2008

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.

		ATP Oil & Gas Corporation
		(Registrant)
Date	August 6, 2008	/s/ Albert L. Reese, Jr.
		Albert L. Reese, Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1

ATP Announces Second Quarter 2008 Results

HOUSTON--(BUSINESS WIRE)--ATP Oil & Gas Corporation (NASDAQ:ATPG) today announced second quarter 2008 results and hedging update.

Highlights include:

• A production increase of 26% over second quarter 2007;
• An increase in oil and gas revenues of 45% over second quarter 2007;
• The sale of an interest in our Gomez Hub for $82.0 million representing 4.5% of our Gomez Hub proved reserves at December 31, 2007;
• The acquisition of proved reserves at Clipper for a minimal upfront investment;
• The refinancing of our debt, significantly extending the maturity; and
• The addition in July 2008 of costless oil collars for 2010 and 2011 with $105 per Bbl floor prices and ceiling prices ranging from $187 to $197 per Bbl.

Oil and gas production increased 26% to 3.1 MMBoe (18.5 Bcfe) for the second quarter of 2008, compared to 2.4 MMBoe (14.6 Bcfe) for the second quarter of 2007. Oil production was 1.4 MMBbls and natural gas production was 10.0 Bcf for the second quarter of 2008, compared to 1.0 MMBbls and 8.4 Bcfe for the second quarter of 2007. Oil and gas production increased 31% to 6.7 MMBoe (40.0 Bcfe) for the six months ended June 30, 2008, compared to 5.1 MMBoe (30.5 Bcfe) for the six months ended June 30, 2007.

Revenues from oil and gas production increased 45% to $191.8 million for the second quarter of 2008, compared to $132.2 million for the second quarter of 2007. Revenues from oil and gas production increased 51% to $417.8 million for the six months ended June 30, 2008, compared to $276.9 million for the six months ended June 30, 2007.

ATP recorded a net loss of $11.8 million or $0.33 per basic and diluted share for the second quarter of 2008, compared to net income of $6.1 million or $0.20 per basic and diluted share for the second quarter of 2007. ATP recorded net income of $35.1 million or $0.98 per basic share and $0.97 per diluted share for the six months ended June 30, 2008, compared to $33.6 million or $1.12 per basic share and $1.10 per diluted share for the six months ended June 30, 2007.

Results for the second quarter of 2008 were impacted by two items that research analysts typically exclude from their published estimates, a charge related to the extinguishment of our prior debt of $24.2 million ($15.7 million after tax) and a net unrealized loss on derivatives no longer accounted for as hedges of $49.2 million ($26.8 million after tax). The $24.2 million charge related to the costs of our previous debt which was required to be written off as a result of the closing of a new senior secured term loan facility which extended the maturity of ATP’s long-term debt and will provide flexibility with regard to the announced asset monetization program. Net income before these items, a non-GAAP measure, in the second quarter of 2008 was $30.8 million or $0.87 per basic share and $0.86 per diluted share. The same metric in the second quarter of 2007 is $11.9 million or $0.40 per basic and $0.39 per diluted share. A non-GAAP reconciliation is provided near the end of this press release.

In the second quarter of 2008, ATP sold a limited term overriding royalty interest at its Gomez Hub in the Gulf of Mexico for $82.0 million representing 5.8 Bcfe of proved reserves from this property. While this transaction is considered a sale for accounting purposes, the relevant guidance prevents ATP from recognizing a gain on this transaction. As such, the sale proceeds are recorded as deferred revenue on the balance sheet and will be recognized as oil and gas revenues as the reserves attributable to the sold interest are produced. During the second quarter of 2008 the production attributable to the sold interest was 0.5 Bcfe. The related reserves attributable to the sold interest have been removed from ATP’s proved reserves and the production will be excluded from ATP’s reported production.

Due to the sale, ATP’s forecasted production from the Gomez Hub has been reduced accordingly. In addition, as a result of changes in timing of forecasted production related to the U.K. derivatives, certain contracts were restructured. In each case the derivative contracts related to the previously forecasted production no longer qualify for hedge accounting treatment and, as a result, unrealized losses previously deferred were charged to earnings in the current period. Accordingly, during the second quarter of 2008, ATP recorded derivatives expense of $50.2 million, which consists of the previously noted $49.2 million noncash unrealized loss and a $1.0 million realized loss. Subsequent changes in the fair value of these derivatives will be recorded on a mark-to-market basis in the income statement. In conjunction with changes in the timing of forecasted production in the UK, ATP unwound 2.2 Bcfe of natural gas swaps with an average price of $7.35 scheduled from October 2008 through March 2009, and replaced them with 3.1 Bcfe of natural gas swaps with an average price of $9.28 from April 2009 through March 2010.

During the second quarter of 2008, ATP acquired a 55% working interest in Clipper (Green Canyon Blocks 299 and 300), which includes proved reserves. ATP acquired a 100% working interest in Mississippi Canyon Block 304, expanding the Canyon Express Hub.

ATP has expanded its oil hedging program to include costless collars. These are listed below. A detailed hedge and derivative schedule is provided near the end of this press release.

Gulf of Mexico Oil Collars

• 3,000 Bbls/day calendar year 2010, $105/Bbl (floor) to $195 - $197/Bbl (ceiling)
• 2,000 Bbls/day calendar year 2011, $105/Bbl (floor) to $187 - $188/Bbl (ceiling)

ATP's selected operating statistics and financial information, included within this press release, contain additional information on the company’s activities for the second quarter of 2008 and the comparable period of 2007.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
		2008			2007		2008		2007
Selected Operating Statistics (Unaudited)
Production
Natural gas (MMcf)		9,969			8,426		21,813		18,250
Gulf of Mexico		5,475			6,937		11,940		13,074
North Sea		4,494			1,489		9,873		5,176
Oil and condensate (MBbls)		1,414			1,027		3,036		2,039
Gulf of Mexico		1,402			1,024		3,012		2,029
North Sea		12			3		24		10
Natural gas equivalents (MMcfe)		18,455			14,590		40,029		30,486
Gulf of Mexico		13,892			13,082		30,014		25,251
North Sea		4,564			1,508		10,015		5,235
Average Prices (includes effect of cash flow hedges)
Natural gas (per Mcf)	$	7.93		$	8.24	$	8.49	$	8.74
Gulf of Mexico		9.99			8.47		9.61		8.47
North Sea		5.42			7.19		7.14		9.40
Oil and condensate (per Bbl)		74.89			60.80		74.39		57.48
Natural gas, oil and condensate (per Mcfe)		10.02			9.05		10.26		9.07
Other Expenses, per Mcfe
Lease operating expense	$	1.29		$	1.38	$	1.21	$	1.35
Gulf of Mexico		1.29			1.25		1.19		1.26
North Sea		1.27			2.45		1.28		1.77
Depreciation, depletion and amortization		4.33			3.61		4.23		3.48
Gulf of Mexico		3.59			3.52		3.53		3.32
North Sea		6.57			4.32		6.31		4.22
Selected Unaudited Financial Data (Unaudited)
(In Thousands, Except Per Share Data)
Oil and gas revenues (1)	$	191,809		$	131,919	$	417,846	$	276,593
Net income (loss)		(11,780	)		6,125		35,065		33,559
Net income (loss) per share:
Basic	$	(0.33	)	$	0.20	$	0.98	$	1.12
Diluted	$	(0.33	)	$	0.20	$	0.97	$	1.10
Weighted average shares outstanding:
Basic		35,440			30,058		35,631		30,031
Diluted		35,440			30,639		36,072		30,612
__________________
(1) Includes settlements on derivatives qualifying for hedge accounting.

2^nd Quarter 2008 Conference Call

ATP Oil & Gas Corporation (NASDAQ:ATPG) will host a conference call on Thursday, August 7 at 10:00 am central time to discuss the company’s second quarter results, followed by a Q&A session.

Date: Thursday, August 7, 2008

Time: 11:00 am ET;10:00 am CT; 9:00 am MT and 8:00 am PT

ATP invites interested persons to listen to the live Internet webcast on the company’s website, www.atpog.com, linking through the Investor Info page and the Conference Calls link. Phone participants should dial (800) 524-3357. A digital replay of the conference call will be available at (888) 203-1112, ID number 4053448, for a period of 24 hours beginning at 12:00 pm CT, and the webcast will be archived for 30 business days at www.atpog.com.

About ATP Oil & Gas Corporation

ATP Oil & Gas is focused on development and production of oil and natural gas in the Gulf of Mexico and the North Sea. The Company trades publicly as ATPG on the NASDAQ Global Select Market. For more information about ATP Oil & Gas Corporation, visit www.atpog.com.

Forward-looking Statements

Certain statements included in this news release are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. ATP cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from those ATP expects include changes in natural gas and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as ATP’s ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. More information about the risks and uncertainties relating to ATP’s forward-looking statements are found in the Company’s SEC filings.

CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
	June 30,			December 31,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	278,323		$	199,449
Restricted cash		14,027			13,981
Accounts receivable (net of allowances of $382 and $382)		92,255			127,891
Deferred tax assets		43,312			84,110
Derivative assets		40			1,286
Other current assets		13,404			15,934
Total current assets		441,361			442,651
Oil and gas properties:
Oil and gas properties (using the successful efforts method of accounting)		2,977,575			2,556,938
Less: Accumulated depletion, impairment and amortization		(897,550	)		(726,358	)
Oil and gas properties, net		2,080,025			1,830,580
Furniture and fixtures, net		700			860
Derivative assets		1,315			673
Deferred tax assets		25,134			-
Deferred financing costs, net		15,348			19,873
Other assets, net		12,681			12,496
Total assets	$	2,576,564		$	2,307,133
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accruals	$	188,642		$	270,557
Current maturities of long-term debt		10,500			12,165
Asset retirement obligation		19,007			28,194
Derivative liabilities		54,397			11,335
Deferred tax liabilities		476			-
Other current liabilities		13,650			23,512
Total current liabilities		286,672			345,763
Long-term debt		1,598,365			1,391,846
Asset retirement obligation		169,480			158,577
Deferred tax liabilities		64,963			85,256
Derivative Liabilities		34,126			13,242
Deferred revenue		75,144			-
Other liabilities		2,582			2,583
Total liabilities		2,231,332			1,997,267
Shareholders' equity:
Preferred stock: $0.001 par value		-			-
Common stock: $0.001 par value		36			36
Additional paid-in capital		394,072			388,250
Accumulated deficit		(56,996	)		(92,061	)
Accumulated other comprehensive income		9,031			14,552
Treasury stock, at cost		(911	)		(911	)
Total shareholders' equity		345,232			309,866
Total liabilities and shareholders' equity	$	2,576,564		$	2,307,133

CONSOLIDATED INCOME STATEMENTS
(In Thousands, Except Per Share Amounts)
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2008			2007			2008			2007
Oil and gas revenues	$	191,809		$	132,153		$	417,846		$	276,902
Other revenues		-			-			897			1,598
Total revenues		191,809			132,153			418,743			278,500
Costs and operating expenses:
Lease operating		23,770			20,105			48,388			41,174
Exploration		-			10,605			-			11,336
General and administrative		8,831			6,572			18,067			15,340
Depreciation, depletion and amortization		79,873			52,612			169,272			106,012
Impairment of oil and gas properties		-			5,770			-			5,770
Accretion of asset retirement obligation		4,281			3,020			8,581			5,980
Loss on abandonment		1,036			2			1,413			79
Other, net		(264	)		-			(110	)		-
Total costs and operating expenses		117,527			98,686			245,611			185,691
Income from operations		74,282			33,467			173,132			92,809
Other income (expense):
Interest income		644			2,550			1,872			4,618
Interest expense		(24,236	)		(31,025	)		(52,363	)		(57,824	)
Derivatives expense		(50,190	)		-			(50,150	)		-
Loss on debt extinguishment		(24,220	)		-			(24,220	)		-
Total other income (expense)		(98,002	)		(28,475	)		(124,861	)		(53,206	)
Income (loss) before income taxes		(23,720	)		4,992			48,271			39,603
Income tax (expense) benefit:
Current		2,078			22			(10,358	)		(34	)
Deferred		9,862			1,111			(2,848	)		(6,010	)
Total		11,940			1,133			(13,206	)		(6,044	)
Net income (loss)	$	(11,780	)	$	6,125		$	35,065		$	33,559
Net income (loss) per share:
Basic	$	(0.33	)	$	0.20		$	0.98		$	1.12
Diluted	$	(0.33	)	$	0.20		$	0.97		$	1.10
Weighted average shares outstanding:
Basic		35,440			30,058			35,631			30,031
Diluted		35,440			30,639			36,072			30,612

CONSOLIDATED CASH FLOW DATA
(In Thousands)
(Unaudited)
	Six Months Ended
	June 30,
		2008			2007
Cash flows from operating activities:
Net income	$	35,065		$	33,559
Adjustments to operating activities		255,865			141,536
Changes in assets and liabilities		(126,138	)		2,434
Net cash provided by operating activities		164,792			177,529
Cash flows from investing activities:
Additions to oil and gas properties		(349,008	)		(389,972	)
Additions to furniture and fixtures		(93	)		(207	)
Proceeds from disposition of oil and gas properties		82,450			-
Decrease in restricted cash		-			1
Net cash used in investing activities		(266,651	)		(390,178	)
Cash flows from financing activities:
Proceeds from long-term debt		1,608,750			375,000
Principal payments of long-term debt		(1,401,653	)		(181,369	)
Deferred financing costs		(15,391	)		(8,445	)
Principal payments of capital lease		-			(23,950	)
Net profits interest payments		(10,871	)		-
Exercise of stock options		28			1,140
Net cash provided by financing activities		180,863			162,376
Effect of exchange rate changes on cash		(130	)		283
Net increase (decrease) in cash and cash equivalents		78,874			(49,990	)
Cash and cash equivalents, beginning of period		199,449			182,592
Cash and cash equivalents, end of period	$	278,323		$	132,602

Reconciliation of Non-GAAP Net Income
(In Thousands, Except Per Share Amounts)
(Unaudited)
	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008		2007
Net income (loss)	$	(11,780	)	$	6,125	$	35,065	$	33,559
Impairment of oil and gas properties		-			5,770		-		5,770
Loss on debt extinguishment, net of tax		15,743			-		15,743		-
Unrealized derivatives expense, net of tax		26,826			-		26,826		-
Pro forma net income	$	30,789		$	11,895	$	77,634	$	39,329
Pro forma net income per share:
Basic	$	0.87		$	0.40	$	2.18	$	1.31
Diluted	$	0.86		$	0.39	$	2.15	$	1.28
Weighted average shares outstanding:
Basic		35,440			30,058		35,631		30,031
Diluted		35,848			30,639		36,072		30,612

Reconciliation of Non-GAAP Cash Flow Measures
(In Thousands)
(Unaudited)
	Six Months Ended
	June 30,
	2008			2007
Cash flows from operating activities:
Net income	$	35,065		$	33,559
Adjustments to operating activities		255,865			141,536
Pro forma cash flows from operating activities before changes in assets and liabilities		290,930			175,095
Changes in assets and liabilities		(126,138	)		2,434
Net cash provided by operating activities	$	164,792		$	177,529

	2008				2009
	3Q		4Q		1Q		2Q		3Q		4Q
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		3,960		3,055		2,700		1,815		1,830		1,830
Price ($/MMBtu)	$	8.63	$	8.62	$	8.63	$	7.56	$	7.57	$	8.10
Crude Oil
Volumes (MBbls)		1,135		982		788		705		713		621
Price ($/Bbl)	$	77.84	$	79.50	$	78.61	$	75.83	$	75.83	$	76.61
Equivalents
Volumes (MMMBtue)		10,770		8,947		7,425		6,047		6,108		5,556
Price ($/MMBtue)	$	11.38	$	11.67	$	11.48	$	11.12	$	11.12	$	11.23
Puts
Crude Oil
Volumes (MBbls)		626		626		369		373		377		377
Floor Price ($/Bbl)	$	54.67	$	54.67	$	54.00	$	54.00	$	54.00	$	54.00
Collars
Crude Oil
Volumes (MBbls)		-		-		-		-		-		-
Ceiling Price ($/Bbl)	$	-	$	-	$	-	$	-	$	-	$	-
Floor Price ($/Bbl)	$	-	$	-	$	-	$	-	$	-	$	-
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		4,610		4,370		3,668		1,843		1,863		1,219
Price ($/MMBtu)	$	6.65	$	8.55	$	8.39	$	8.72	$	8.72	$	8.42
Exchange rate = 2 USD/GBP
The above are ATP's outstanding financial and physical commodity contracts.
Additional hedges, derivatives and fixed price contracts, if any, will be announced during the year.
Recent North Sea Natural Gas Swaps unwound:
June 30, 2008: 70,000 Btu/day October 2008 to March 2009 at £3.00/MMBtu
June 30, 2008: 50,000 Btu/day October 2008 to March 2009 at £4.64/MMBtu
Recent North Sea Natural Gas Swaps entered:
June 30, 2008: 120,000 Btu/day April 2009 to September 2009 at £4.65/MMBtu
June 30, 2008: 50,000 Btu/day October 2009 to March 2010 at £4.65/MMBtu
Recent Gulf of Mexico Oil Collars:
July 10, 2008: 1,000 Bbls/day calendar year 2010, $105/Bbl to $195/Bbl
July 10, 2008: 1,000 Bbls/day calendar year 2010, $105/Bbl to $196/Bbl
July 10, 2008: 1,000 Bbls/day calendar year 2010, $105/Bbl to $197/Bbl
July 10, 2008: 1,000 Bbls/day calendar year 2011, $105/Bbl to $187/Bbl
July 10, 2008: 1,000 Bbls/day calendar year 2011, $105/Bbl to $188/Bbl

	2010								2011
	1Q		2Q		3Q		4Q		1Q		2Q		3Q		4Q
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		-		-		-		-		-		-		-		-
Price ($/MMBtu)	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Crude Oil
Volumes (MBbls)		90		91		92		92		90		91		92		-
Price ($/Bbl)	$	68.20	$	68.20	$	68.20	$	68.20	$	68.20	$	68.20	$	68.20	$	-
Equivalents
Volumes (MMMBtue)		540		546		552		552		540		546		552		-
Price ($/MMBtue)	$	11.37	$	11.37	$	11.37	$	11.37	$	11.37	$	11.37	$	11.37	$	-
Puts
Crude Oil
Volumes (MBbls)		-		-		-		-		-		-		-		-
Floor Price ($/Bbl)	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Collars
Crude Oil
Volumes (MBbls)		270		273		276		276		180		182		184		184
Ceiling Price ($/Bbl)	$	196.00	$	196.00	$	196.00	$	196.00	$	187.50	$	187.50	$	187.50	$	187.50
Floor Price ($/Bbl)	$	105.00	$	105.00	$	105.00	$	105.00	$	105.00	$	105.00	$	105.00	$	105.00
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		450		-		-		-		-		-		-		-
Price ($/MMBtu)	$	9.30	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Exchange rate = 2 USD/GBP
The above are ATP's outstanding financial and physical commodity contracts.
Additional hedges, derivatives and fixed price contracts, if any, will be announced during the year.

CONTACT:
ATP Oil & Gas Corporation, Houston
T. Paul Bulmahn, 713-622-3311
Chairman and CEO
Albert L. Reese Jr., 713-622-3311
Chief Financial Officer
www.atpog.com