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)  October 23, 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 or organization)	(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)

(713) 622-3311
(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:

⃞ 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 1.01 — Entry into a Material Definitive Agreement.

On October 23, 2008, ATP Oil & Gas (UK) Limited (“ATP UK”), a wholly owned subsidiary of ATP Oil & Gas Corporation (the “Company”), finalized a Sale and Purchase Agreement (the “S&P Agreement”) with EDF Production UK Limited (“EDF”) relating to the sale of 80% of ATP UK’s working interests in certain producing oil and gas properties, leasehold acreage and gathering infrastructures, all located in the UK sector of the North Sea at the Tors and Wenlock fields.   The agreement provides for the acquisition to be effective as of July 1, 2008. The closing of the transaction is expected to occur by December 31, 2008, subject to customary closing conditions, including without limitation approval of the transaction by the United Kingdom’s Department of Energy and Climate Change.  ATP UK owns a 100% working interest in the Wenlock field and an 85% working interest in the Tors field.

The purchase price for these assets of £265 million was determined in arm’s-length negotiations and is subject to adjustment based on each party’s share of production proceeds received and expenses paid for periods before and after July 1, 2008 and other factors.  The agreement contains customary representations and warranties.  Either party may terminate the agreement if the closing has not occurred by December 31, 2008.

The parties also entered in to a Call Option Agreement dated October 23, 2008 pursuant to which ATP UK granted to EDF the option to acquire the remaining 20% of ATP UK’s working interests in the Wenlock and Tors fields.  The option may be exercised at any time after the later of December 1, 2008 or the closing date of the transaction contemplated by the S&P Agreement (“the Initial Exercise Date”) and the 60^th day following the Initial Exercise Date.  The minimum purchase price payable by EDF to ATP UK under the Call Option Agreement is £72,390,000, subject to being increased based on natural gas prices on the day before the option is exercised.

Item 7.01 — Regulation FD Disclosure.

On October 27, 2008, the Company issued a press release announcing the execution of the definitive material agreement described above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents thereof are incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits.

(d)	Exhibits
	99.1   Press Release of ATP Oil & Gas Corporation dated October 27, 2008.

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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 thereunto duly authorized.

			ATP Oil & Gas Corporation
Date:	October 29, 2008	By:	/s/ Albert L. Reese, Jr.
			Albert L. Reese, Jr.
			Chief Financial Officer

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EX-99.1

Exhibit 99.1

ATP Signs £265 Million Agreement to Sell a Portion of Its North Sea Assets

HOUSTON--(BUSINESS WIRE)--October 27, 2008--ATP Oil & Gas Corporation (NASDAQ:ATPG) and its wholly owned subsidiary ATP Oil & Gas (UK) Limited today announced that it has entered into a sale and purchase agreement for £265 million or approximately $430 million with EDF Production UK Limited (“EDF”), a subsidiary of EDF International of France, for certain of ATP’s UK assets in the North Sea. Effective July 1, 2008, the agreement transfers 80% of ATP’s UK interest in its Tors (a 68% working interest) and Wenlock (an 80% working interest) properties to EDF. In addition to this transaction, EDF has a later option to acquire the remaining ATP interests. The sale has been approved by the respective boards and parents of ATP and EDF and is subject to approval by the UK regulatory authority. Closing and funding of the sale is expected before the end of 2008. ATP UK will remain as operator of both Tors and Wenlock.

T. Paul Bulmahn, Chairman and CEO of ATP, stated, “In June 2008 ATP launched its asset monetization program with Scotia Waterous. ATP will use these proceeds to reduce its debt, further its 2008 and 2009 development program and for other corporate purposes. This is testimony to the value created by the employees of ATP and in particular by the staff at ATP’s UK office. We are pleased to have EDF as a partner in our North Sea production and development program.”

About ATP Oil & Gas Corporation

ATP Oil & Gas is an international offshore oil and gas development and production company with operations 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 our ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. The SEC has generally permitted oil and gas companies, in filings made 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 and our independent third party reservoir engineers use the terms "probable" and “possible” and we use the term “recoverable hydrocarbons” to describe volumes of reserves potentially recoverable through additional drilling or recovery techniques that the SEC's guidelines may prohibit us from including in filings with the SEC. These estimates are by their nature more speculative than estimates of proved reserves. All estimates of probable and possible reserves in this news release have been prepared by our independent third party engineers and all estimates of recoverable hydrocarbons have been prepared by management. More information about the risks and uncertainties relating to ATP's forward-looking statements is found in our SEC filings.

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