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) November 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 November 5, 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 November 5, 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	November 6, 2008	/s/ Albert L. Reese, Jr.
		Albert L. Reese, Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1

ATP Announces Third Quarter 2008 Results and Update

HOUSTON--(BUSINESS WIRE)--November 5, 2008--ATP Oil & Gas Corporation (NASDAQ:ATPG) today announced third quarter 2008 results and update.

Highlights include:

• Net income of $36.5 million or $1.03 per share;
• Record nine month production and revenues despite the impact of hurricanes Gustav and Ike;
• Executed an agreement to sell 80% of certain assets in the U.K. North Sea for approximately $430 million, which represents significant progress toward our previously announced monetization program;
• Continued progress on our 2008 development program including completion and first production at West Cameron 462 during early fourth quarter 2008.

Oil and gas production for the third quarter of 2008 was 2.0 MMBoe (12.2 Bcfe) compared to 2.2 MMBoe (13.3 Bcfe) for the third quarter of 2007. Production for the quarter was significantly impacted by hurricanes Gustav and Ike resulting in a deferral of production during the quarter of approximately 1.0 MMBoe (5.7 Bcfe). Despite these deferrals our quarterly production was down only 9% from the comparable quarter in 2007. Oil production was 0.8 MMBbls and natural gas production was 7.3 Bcf for the third quarter of 2008, compared to 0.9 MMBbls and 8.0 Bcfe for the third quarter of 2007. Oil and gas production increased 19% to 8.7 MMBoe (52.2 Bcfe) for the nine months ended September 30, 2008, compared to 7.3 MMBoe (43.8 Bcfe) for the nine months ended September 30, 2007.

Revenues from oil and gas production were $118.3 million for the third quarter of 2008, compared to $117.0 million for the third quarter of 2007. Revenues from oil and gas production increased 36% to $536.2 million for the nine months ended September 30, 2008, compared to $393.6 million for the nine months ended September 30, 2007.

ATP recorded net income of $36.5 million or $1.03 per basic and $1.02 per diluted share for the third quarter of 2008, compared to net income of $2.3 million or $0.08 per basic and diluted share for the third quarter of 2007. ATP recorded net income of $71.5 million or $2.02 per basic share and $1.99 per diluted share for the nine months ended September 30, 2008, compared to $35.9 million or $1.19 per basic share and $1.17 per diluted share for the nine months ended September 30, 2007. During the third quarter of 2008 ATP recognized $12.6 million of oil and gas production revenue from the amortization of deferred revenue related to the second quarter 2008 sale of a limited-term overriding royalty interest. In addition, ATP recorded $12.5 million in capitalized interest.

Results for the third quarter included items that research analysts typically exclude from their published estimates, such as unrealized gains and losses on derivatives and impairments. Net income before these items, a non-GAAP measure, in the third quarter of 2008 was $21.6 million or $0.61 per basic share and $0.60 per diluted share, compared to $4.9 million or $0.16 per basic and diluted share in the third quarter of 2007. A non-GAAP reconciliation is provided near the end of this press release.

ATP previously announced that it had entered into a sale and purchase agreement for GBP 265.0 million (approximately $430 million) with EDF Production U.K. Limited, a subsidiary of EDF International of France, for certain of ATP's assets in the U.K. North Sea. Upon closing, the agreement will transfer 80% of ATP's interest in Tors (a 68% working interest) and Wenlock (an 80% working interest) to EDF, effective July 1, 2008. The sale has been approved by the respective boards and parents of ATP and EDF and is subject to approval by the U.K. regulatory authority. Closing and funding of the sale is expected before the end of 2008. ATP will remain as operator of both Tors and Wenlock.

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
Selected Operating Statistics (Unaudited)
Production
Natural gas (MMcf)		7,267		8,021		29,080		26,271
Gulf of Mexico		3,794		5,374		15,734		18,449
North Sea		3,473		2,647		13,346		7,822
Oil and condensate (MBbls)		821		887		3,857		2,926
Gulf of Mexico		817		881		3,829		2,911
North Sea		4		6		28		15
Natural gas equivalents (MMcfe)		12,190		13,343		52,219		43,830
Gulf of Mexico		8,693		10,661		38,707		35,913
North Sea		3,497		2,682		13,512		7,917
Average Prices (includes effect of cash flow hedges)
Natural gas (per Mcf)	$	7.32	$	7.25	$	8.20	$	8.28
Gulf of Mexico		9.39		7.63		9.55		8.22
North Sea		5.06		6.49		6.60		8.42
Oil and condensate (per Bbl)		64.01		66.30		72.18		60.15
Natural gas, oil and condensate (per Mcfe)		8.67		8.77		9.90		8.98
Other Expenses, per Mcfe
Lease operating expense	$	2.03	$	1.59	$	1.40	$	1.42
Gulf of Mexico		2.20		1.69		1.41		1.39
North Sea		1.61		1.17		1.36		1.57
Depreciation, depletion and amortization		4.33		4.02		4.25		3.64
Gulf of Mexico		3.51		3.71		3.53		3.44
North Sea		6.38		5.25		6.33		4.57
Selected Financial Data (Unaudited)
(In Thousands, Except Per Share Data)
Oil and gas revenues (1)	$	118,347	$	116,738	$	536,193	$	393,640
Net income		36,483		2,321		71,548		35,880
Net income per share:
Basic	$	1.03	$	0.08	$	2.02	$	1.19
Diluted	$	1.02	$	0.08	$	1.99		1.17
Weighted average shares outstanding:
Basic		35,452		30,118		35,441		30,060
Diluted		35,815		30,771		35,871		30,669
(1) Includes settlements on derivatives qualifying for hedge accounting. Additionally, the 2008 periods reflect oil and gas production revenues from amortization of deferred revenue related to the sale of a limited-term overriding royalty interest during the second quarter of 2008.

3^rd Quarter 2008 Conference Call

ATP Oil & Gas Corporation (NASDAQ: ATPG) will host a conference call on Thursday, November 6 at 10:30 am central time to discuss the company’s third quarter results, followed by a Q&A session.

Date:	Thursday, November 6, 2008
Time:	11:30 am ET; 10:30 am CT; 9:30 am MT and 8:30 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 (888) 812-8594. A digital replay of the conference call will be available at (888) 203-1112, ID# 9742913, for a period of 24 hours beginning at 12:30 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)
	September 30,			December 31,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	178,358		$	199,449
Restricted cash		-			13,981
Accounts receivable (net of allowances of $358 and $382)		44,460			127,891
Deferred tax assets		45,049			84,110
Derivative assets		1,409			1,286
Other current assets		12,582			15,934
Total current assets		281,858			442,651
Oil and gas properties:
Oil and gas properties (using the successful efforts method of accounting)		3,167,919			2,556,938
Less: Accumulated depletion, impairment and amortization		(931,092	)		(726,358	)
Oil and gas properties, net		2,236,827			1,830,580
Furniture and fixtures, net		589			860
Derivative assets		431			673
Deferred tax assets		19,841			-
Deferred financing costs, net		14,504			19,873
Other assets, net		17,741			12,496
Total assets	$	2,571,791		$	2,307,133
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accruals	$	220,317		$	270,557
Current maturities of long-term debt		10,500			12,165
Asset retirement obligation		19,075			28,194
Derivative liabilities		32,659			11,335
Other current liabilities		14,164			23,512
Total current liabilities		296,715			345,763
Long-term debt		1,598,392			1,391,846
Asset retirement obligation		167,778			158,577
Deferred tax liabilities		83,814			85,256
Derivative Liabilities		12,185			13,242
Deferred revenue		62,549			-
Other liabilities		2,582			2,583
Total liabilities		2,224,015			1,997,267
Shareholders' equity:
Preferred stock: $0.001 par value		-			-
Common stock: $0.001 par value		36			36
Additional paid-in capital		397,354			388,250
Accumulated deficit		(20,513	)		(92,061	)
Accumulated other comprehensive income		(28,190	)		14,552
Treasury stock, at cost		(911	)		(911	)
Total shareholders' equity		347,776			309,866
Total liabilities and shareholders' equity	$	2,571,791		$	2,307,133

CONSOLIDATED INCOME STATEMENTS (In Thousands, Except Per Share Amounts) (Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Oil and gas revenues	$	118,347		$	116,738		$	536,193		$	393,640
Other revenues		-			-			897			1,598
Total revenues		118,347			116,738			537,090			395,238
Costs and operating expenses:
Lease operating		24,723			21,152			73,111			62,326
Exploration		48			1,799			48			13,135
General and administrative		9,212			7,610			27,279			22,950
Depreciation, depletion and amortization		52,825			53,617			222,097			159,629
Impairment of oil and gas properties		-			4,028			-			9,798
Accretion of asset retirement obligation		4,211			3,039			12,792			9,019
Loss on abandonment		896			300			2,309			379
Other, net		(149	)		(1,785	)		(259	)		(1,785	)
Total costs and operating expenses		91,766			89,760			337,377			275,451
Income from operations		26,581			26,978			199,713			119,787
Other income (expense):
Interest income		1,079			1,329			2,951			5,947
Interest expense		(26,606	)		(29,717	)		(78,969	)		(87,541	)
Derivatives income (expense)		40,963			284			(9,187	)		284
Loss on debt extinguishment		-			-			(24,220	)		-
Total other income (expense)		15,436			(28,104	)		(109,425	)		(81,310	)
Income (loss) before income taxes		42,017			(1,126	)		90,288			38,477
Income tax (expense) benefit:
Current		6,710			1,566			(3,648	)		1,532
Deferred		(12,244	)		1,881			(15,092	)		(4,129	)
Total		(5,534	)		3,447			(18,740	)		(2,597	)
Net income	$	36,483		$	2,321		$	71,548		$	35,880
Net income per share:
Basic	$	1.03		$	0.08		$	2.02		$	1.19
Diluted	$	1.02		$	0.08		$	1.99		$	1.17
Weighted average shares outstanding:
Basic		35,452			30,118			35,441			30,060
Diluted		35,815			30,771			35,871			30,669

CONSOLIDATED CASH FLOW DATA (In Thousands) (Unaudited)
	Nine Months Ended
	September 30,
	2008			2007
Cash flows from operating activities:
Net income	$	71,548		$	35,880
Adjustments to operating activities		292,852			204,801
Changes in assets and liabilities		(111,052	)		(2,930	)
Net cash provided by operating activities		253,348			237,751
Cash flows from investing activities:
Additions to oil and gas properties		(544,176	)		(636,597	)
Additions to furniture and fixtures		(129	)		(296	)
Proceeds from disposition of oil and gas properties		82,644			-
Decrease in restricted cash		13,864			14,096
Net cash used in investing activities		(447,797	)		(622,797	)
Cash flows from financing activities:
Proceeds from long-term debt		1,608,750			574,500
Principal payments of long-term debt		(1,404,278	)		(184,552	)
Deferred financing costs		(15,523	)		(13,449	)
Principal payments of capital lease		-			(23,950	)
Net profits interest payments		(13,602	)		-
Exercise of stock options		33			2,004
Net cash provided by financing activities		175,380			354,553
Effect of exchange rate changes on cash		(2,022	)		882
Net decrease in cash and cash equivalents		(21,091	)		(29,611	)
Cash and cash equivalents, beginning of period		199,449			182,592
Cash and cash equivalents, end of period	$	178,358		$	152,981

Reconciliation of Non-GAAP Net Income (In Thousands, Except Per Share Amounts) (Unaudited)
	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2008			2007		2008		2007
Net income	$	36,483		$	2,321	$	71,548	$	35,880
Adjustments to net income, net of tax:
Impairment of oil and gas properties		-			2,618		-		6,369
Loss on debt extinguishment		-			-		15,743		-
Unrealized derivatives (income) expense		(14,868	)		-		11,958		-
Pro forma net income	$	21,615		$	4,939	$	99,249	$	42,249
Pro forma net income per share:
Basic	$	0.61		$	0.16	$	2.80	$	1.41
Diluted	$	0.60		$	0.16	$	2.77	$	1.38
Weighted average shares outstanding:
Basic		35,452			30,118		35,441		30,060
Diluted		35,815			30,771		35,871		30,669

	2008				2009
	4Q		FY		1Q		2Q		3Q		4Q		FY
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		3,055		3,055		2,700		1,815		1,830		1,830		8,175
Price ($/MMBtu)	$	8.62	$	8.62	$	8.63	$	7.56	$	7.57	$	8.10	$	8.04
Crude Oil
Volumes (MBbls)		982		982		788		705		713		621		2,827
Price ($/Bbl)	$	79.50	$	79.50	$	78.61	$	75.83	$	75.83	$	76.61	$	76.78
Equivalents
Volumes (MMMBtue)		8,947		8,947		7,425		6,047		6,108		5,556		25,136
Price ($/MMBtue)	$	11.67	$	11.67	$	11.48	$	11.12	$	11.12	$	11.23	$	11.25
Puts
Crude Oil
Volumes (MBbls)		626		626		369		373		377		377		1,497
Floor Price ($/Bbl)	$	54.67	$	54.67	$	54.00	$	54.00	$	54.00	$	54.00	$	54.00
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		4,370		4,370		3,668		1,843		1,863		1,219		8,592
Price ($/MMBtu)	$	7.78	$	7.78	$	7.63	$	7.94	$	7.94	$	7.66	$	7.77
Exchange rate = 1.82 USD/GBP as of September 30,2008
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.

	2010										2011
	1Q		2Q		3Q		4Q		FY		1Q		2Q		3Q		4Q		FY
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		-		-		-		-		-		-		-		-		-		-
Price ($/MMBtu)	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Crude Oil
Volumes (MBbls)		90		91		92		92		365		90		91		92		-		273
Price ($/Bbl)	$	68.20	$	68.20	$	68.20	$	68.20	$	68.20	$	68.20	$	68.20	$	68.20	$	-	$	68.20
Equivalents
Volumes (MMMBtue)		540		546		552		552		2,190		540		546		552		-		1,638
Price ($/MMBtue)	$	11.37	$	11.37	$	11.37	$	11.37	$	11.37	$	11.37	$	11.37	$	11.37	$	-	$	11.37
Puts
Crude Oil
Volumes (MBbls)		-		-		-		-		-		-		-		-		-		-
Floor Price ($/Bbl)	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		450		-		-		-		450		-		-		-		-		-
Price ($/MMBtu)	$	8.46	$	-	$	-	$	-	$	8.46	$	-	$	-	$	-	$	-	$	-
Exchange rate = 1.82 USD/GBP as of September 30,2008
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
Chairman and CEO
T. Paul Bulmahn, 713-622-3311
or
Chief Financial Officer
Albert L. Reese Jr., 713-622-3311
www.atpog.com