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 7, 2009

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 7, 2009, 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 7, 2009

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 7, 2009	/s/ Albert L. Reese, Jr.
		Albert L. Reese, Jr.
		Chief Financial Officer

EX-99.1

Exhibit 99.1

ATP Announces Second Quarter 2009 Results

HOUSTON--(BUSINESS WIRE)--August 7, 2009--ATP Oil & Gas Corporation (NASDAQ:ATPG) today announced second quarter 2009 results and provided a hedging update.

Highlights include:

• Achieved initial production from two wells, one at South Marsh Island 190 in the Gulf of Mexico and one at Wenlock in the North Sea;
• Completed a $68.2 million common stock issuance, net of fees and expenses;
• Reduced long-term debt by $24.9 million in the second quarter and $58.7 million in the first six months of 2009;
• Hedged 2.2 million Bbls of crude oil at an average price of $68.36 per Bbl and 4.7 Bcf of natural gas at an average price of $6.08 per MMBtu.

ATP recorded net loss attributable to common shareholders of $4.4 million, or $(0.12) per basic and diluted share for the second quarter 2009, compared to a net loss of $11.8 million or $0.33 per basic and diluted share for the second quarter 2008. Oil and gas production for the second quarter 2009 was 1.6 MMBoe (58% oil) versus 3.1 MMBoe (46% oil) for the second quarter 2008. The partial sale of producing properties in the Gulf of Mexico and North Sea and natural declines contributed to lower production. Revenues from oil and gas production were $80.9 million for the second quarter 2009, compared to $191.8 million for the second quarter 2008. The decrease in revenues was primarily due to lower commodity prices and production.

As of June 30, 2009, ATP estimated its proved and probable reserves to be 193 MMBoe (57% oil) with a PV-10 value of $5.3 billion based on strip pricing in effect at June 30, 2009. Cash and cash equivalents as of June 30, 2009 were $100.2 million. Working capital, as defined in ATP’s senior secured credit facility, was $34.3 million as of June 30, 2009. For the quarter ended June 30, 2009, ATP was in compliance with all the terms of its credit agreement. Moreover, based on the Company’s current projections of production, asset monetizations, and existing liquidity, ATP believes that it will remain in compliance with all of its financial covenants throughout 2009.

During the first half of 2009, ATP incurred $240.0 million of capital expenditures toward its budgeted property developments. Additionally, during that period we capitalized interest of approximately $44.0 million. These costs were incurred primarily at the Telemark and Gomez Hubs in the Gulf of Mexico and at the Wenlock development in the North Sea. We are revising our 2009 estimated capital expenditure budget, which excludes capitalized interest, to a range of $350 million to $400 million from the previously announced range of $300 million to $400 million.

In June 2009, we conveyed limited-term net profits interests (“NPIs”) to three vendors in exchange for the value of their services and equipment that they will contribute to complete the development of our 100% owned Telemark Hub properties. At June 30, 2009, in addition to the capital expenditures noted above, we recorded the aggregate value of the services and equipment contributions of $43.3 million, and it is expected that additional contributions of about $80 million will be made in the second half of 2009 at the Telemark Hub. The total expected value of the NPIs is approximately $200 million. The NPIs provide for payments to the vendors out of the net profits from specified properties, for a limited time until the amounts of the NPIs are satisfied, at which time the interests will revert to ATP. Payments begin upon commencement of production from the specified properties and are due solely from the proceeds from the sale of production from the properties.

During the second quarter 2009, ATP issued 8.75 million shares of common stock and received net proceeds of $68.2 million ($8.25 per share before underwriters’ discounts and commissions and offering expenses.) In accordance with ATP’s term loans, ATP used $17.0 million of net proceeds from the issuance to reduce the Asset Sale Facility. During the first six months of 2009, ATP has reduced outstanding debt by $58.7 million, including $36.4 million from proceeds of asset sales, $17.0 million from the equity issuance, and $5.3 million from scheduled principal payments.

Since ATP announced first quarter earnings on May 7, 2009, ATP has been active in the derivatives market, hedging 2.2 million Bbls of crude oil at an average price of $68.36 per Bbl, 3.6 Bcf of natural gas in the U.S. at an average price of $5.73 per MMBtu and 1.1 Bcf of natural gas in the U.K. at an average price of $7.26 per MMBtu. ATP also unwound some natural gas derivatives in the second quarter, receiving cash proceeds of $14.1 million on U.S. fixed forward contracts and $0.8 million on U.K. natural gas swap contracts. A detailed hedge and derivative schedule is provided near the end of this press release.

ATP's selected financial data schedule included within this press release contains additional information on the company’s activities for the second quarter 2009 and comparable period in 2008.

Selected Financial Data	Three Months Ended						Six Months Ended
(Unaudited)	June 30,						June 30,
	2009			2008			2009			2008
Production
Natural gas (MMcf)		3,950			9,969			8,424			21,813
Gulf of Mexico		2,999			5,475			6,886			11,940
North Sea		951			4,494			1,538			9,873
Oil and condensate (MBbls)		898			1,414			1,813			3,036
Gulf of Mexico		893			1,402			1,807			3,012
North Sea		5			12			6			24
Natural gas, oil and condensate
Mcfe		9,339			18,455			19,302			40,029
Boe		1,557			3,076			3,217			6,672
Average Prices (1)
Natural gas (per Mcf)	$	4.24		$	7.93		$	4.51		$	8.49
Gulf of Mexico		3.94			9.99			4.31			9.61
North Sea		5.18			5.42			5.39			7.14
Oil and condensate (per Bbl)		58.76			74.89			48.77			74.39
Natural gas, oil and condensate
Per Mcfe	$	7.44		$	10.02		$	6.55		$	10.26
Per Boe		44.64			60.12			39.30			61.56
Deferred Revenue Recognized ($000's)
Natural gas	$	2,300		$	1,409		$	4,256		$	1,409
Oil and condensate		9,015			5,447			18,419			5,447
Total		11,315			6,856			22,675			6,856
Gain (Loss) on Oil and Gas Derivatives ($000's)
Natural gas contracts
Realized or settled during the period	$	20,465.00		$	-		$	36,826.00		$	-
Unrealized		(17,767	)		(33,979	)		(16,652	)		(33,979	)
Oil and condensate contracts
Realized or settled during the period		(455	)		(2,319	)		(455	)		(2,319	)
Unrealized		(31	)		(13,845	)		(1,262	)		(13,845	)
Total		2,212			(50,143	)		18,457			(50,143	)
(1) Includes the effect of cash flow hedges in 2008. Effective January 1, 2009, four U.K. contracts are accounted for as hedges and aggregate net settlements of $0.9 million and $0.6 million are reflected in the average oil and gas prices noted above for the three and six months ended June 30, 2009, respectively.

2^nd Quarter 2009 Conference Call

ATP Oil & Gas Corporation (NASDAQ:ATPG) will host a live conference call on Friday, August 7^th at 9:00 am CT to discuss the company’s second quarter results followed by a Q&A session.

Date: Friday, August 7, 2009

Time: 10:00 am ET; 9:00 am CT; 8:00 am MT and 7:00 am PT

ATP invites interested persons to listen to the live webcast on the company’s website at www.atpog.com. Phone participants should dial 888-809-5987. A digital replay of the conference call will be available at 888-203-1112, ID# 5709848, 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 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.

CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
	June 30,			December 31,
	2009			2008
Assets
Current assets:
Cash and cash equivalents	$	100,190		$	214,993
Restricted cash		5,726			-
Accounts receivable (net of allowance of $204 and $352, respectively)		74,820			93,915
Deferred tax asset		35,629			39,150
Derivative asset		1,404			15,366
Other current assets		19,062			11,954
Total current assets		236,831			375,378
Oil and gas properties:
Oil and gas properties (using the successful efforts method of accounting):
Proved properties		3,148,366			2,802,315
Unproved properties		15,124			14,705
		3,163,490			2,817,020
Less accumulated depletion, impairment and amortization		(1,033,520	)		(944,817	)
Oil and gas properties, net		2,129,970			1,872,203
Furniture and fixtures (net of accumulated depreciation)		450			470
Deferred financing costs, net		11,589			13,493
Other assets, net		14,454			14,066
Total assets	$	2,393,294		$	2,275,610
Liabilities and Equity
Current liabilities:
Accounts payable and accruals	$	191,784		$	277,914
Current maturities of long-term debt		10,500			10,500
Asset retirement obligation		35,923			32,854
Derivative liability		645			8,114
Deferred tax liability		148			-
Other current liabilities		9,159			9,537
Total current liabilities		248,159			338,919
Long-term debt		1,302,694			1,356,130
Asset retirement obligation		102,404			99,254
Deferred tax liability		105,161			101,953
Derivative liability		2,262			1,194
Deferred revenue		36,554			59,229
Net profits interests		43,267			-
Other liabilities		3,699			2,582
Total liabilities		1,844,200			1,959,261
Temporary equity-redeemable noncontrolling interest		139,609			-
Shareholders' equity:
Preferred stock, $0.001 par value		-			-
Common stock, $0.001 par value		45			36
Additional paid-in capital		472,809			400,334
Retained earnings		26,914			29,644
Accumulated other comprehensive loss		(89,372	)		(112,754	)
Treasury stock, at cost		(911	)		(911	)
Total shareholders' equity		409,485			316,349
Total equity		549,094			316,349
Total liabilities and equity	$	2,393,294		$	2,275,610

CONSOLIDATED INCOME STATEMENTS
(In Thousands, Except Per Share Amounts)
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Oil and gas revenues	$	80,897		$	191,809		$	149,153		$	417,846
Insurance proceeds & other		-			-			13,664			897
		80,897			191,809			162,817			418,743
Costs and operating expenses:
Lease operating		17,358			23,770			37,572			48,388
Exploration		93			-			267			-
General and administrative		7,105			8,831			18,208			18,067
Depreciation, depletion and amortization		43,575			79,873			82,973			169,272
Impairment of oil and gas properties		699			-			8,748			-
Accretion of asset retirement obligation		3,041			4,281			5,945			8,581
Loss on abandonment		16			1,036			1,013			1,413
Other, net		140			(264	)		288			(110	)
		72,027			117,527			155,014			245,611
Income from operations		8,870			74,282			7,803			173,132
Other income (expense):
Interest income		160			644			373			1,872
Interest expense		(10,174	)		(24,236	)		(22,797	)		(52,363	)
Derivative income (expense)		2,212			(50,190	)		18,457			(50,150	)
Loss on extinguishment of debt		-			(24,220	)		-			(24,220	)
		(7,802	)		(98,002	)		(3,967	)		(124,861	)
Income (loss) before income taxes		1,068			(23,720	)		3,836			48,271
Income tax (expense) benefit:
Current		732			2,078			354			(10,358	)
Deferred		(1,906	)		9,862			(654	)		(2,848	)
Total		(1,174	)		11,940			(300	)		(13,206	)
Net income (loss)		(106	)		(11,780	)		3,536			35,065
Less amount attributable to the redeemable noncontrolling interest		(4,260	)		-			(6,266	)		-
Net income(loss) attributable to common shareholders	$	(4,366	)	$	(11,780	)	$	(2,730	)	$	35,065
Net income (loss) per share attributable to common shareholders:
Basic	$	(0.12	)	$	(0.33	)	$	(0.08	)	$	0.98
Diluted	$	(0.12	)	$	(0.33	)	$	(0.08	)	$	0.97
Weighted average shares outstanding:
Basic		36,878			35,440			36,251			35,631
Diluted		36,878			35,440			36,251			36,072

CONSOLIDATED CASH FLOW DATA
(In Thousands)
(Unaudited)
	Six Months Ended
	June 30,
	2009			2008
				Restated
Cash flows from operating activities:
Net income	$	3,536		$	35,065
Adjustments to operating activities		107,223			255,865
Changes in assets and liabilities		(15,694	)		(13,523	)
Net cash provided by operating activities		95,065			277,407
Cash flows from investing activities:
Additions to oil and gas properties		(355,258	)		(461,623	)
Additions to furniture and fixtures		(110	)		(93	)
Proceeds from disposition of oil and gas properties		-			82,450
Increase in restricted cash		(5,726	)		-
Net cash used in investing activities		(361,094	)		(379,266	)
Cash flows from financing activities:
Proceeds from long term debt		-			1,608,750
Principal payments of long term debt		(58,664	)		(1,401,653	)
Deferred financing costs		-			(15,391	)
Proceeds from sale of noncontrolling interest		148,750			-
Partner distributions		(11,846	)		-
Net profits interest payments		(907	)		(10,871	)
Issuance of common stock		68,398			-
Exercise of stock options		-			28
Net cash provided by financing activities		145,731			180,863
Effect of exchange rate changes on cash		5,495			(130	)
Net increase (decrease) in cash and cash equivalents		(114,803	)		78,874
Cash and cash equivalents, beginning of period		214,993			199,449
Cash and cash equivalents, end of period	$	100,190		$	278,323

Hedges and Derivatives Contracts
	2009						2010
	3Q		4Q		FY		1Q		2Q		3Q		4Q		FY
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)		1,912		1,912		3,824		1,800		905		910		910		4,525
Price ($/MMBtu)	$	4.70	$	4.93	$	4.81	$	5.37	$	5.73	$	5.73	$	5.73	$	5.58
Crude Oil
Volumes (MBbls)		305		460		765		450		455		184		184		1,273
Price ($/Bbl)	$	67.60	$	67.60	$	67.60	$	67.60	$	67.60	$	70.00	$	70.00	$	68.29
Reparticipation calls ($/Bbl)	$	97.50	$	97.50	$	97.50	$	97.50	$	97.50	$	110.00	$	110.00	$	101.11
Collars
Natural Gas
Volumes (MMMBtu)		460		460		920		450		1,365		1,380		1,380		4,575
Floor Price ($/MMBtu)	$	4.00	$	4.00	$	4.00	$	4.00	$	4.75	$	4.75	$	4.75	$	4.68
Ceiling Price ($/MMBtu)	$	7.00	$	7.00	$	7.00	$	7.00	$	7.95	$	7.95	$	7.95	$	7.86
Puts
Crude Oil
Volumes (MBbls)		460		460		920		90		91		92		92		365
Floor Price ($/Bbl)	$	29.75	$	29.75	$	29.75	$	24.70	$	24.70	$	24.70	$	24.70	$	24.70
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)				759		759		270		273		276		276		1,095
Price ($/MMBtu)(1)			$	6.51	$	6.51	$	7.27	$	7.27	$	7.27	$	7.27	$	7.27
Collars
Natural Gas
Volumes (MMMBtu)								450		455		460		460		1,825
Floor Price ($/MMBtu)(1)							$	6.27	$	6.27	$	6.27	$	6.27	$	6.27
Ceiling Price ($/MMBtu)(1)							$	9.41	$	9.41	$	9.41	$	9.41	$	9.41
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.
(1) Assumes USD $1.65 to GBP 1.00 currency translation rate.

	2011
	1Q		2Q		3Q	4Q	FY
Gulf of Mexico
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)
Price ($/MMBtu)
Crude Oil
Volumes (MBbls)		90		91				181
Price ($/Bbl)	$	72.00	$	72.00			$	72.00
Reparticipation calls ($/Bbl)	$	115.00	$	115.00			$	115.00
Collars
Natural Gas
Volumes (MMMBtu)		1,350						1,350
Floor Price ($/MMBtu)	$	4.75					$	4.75
Ceiling Price ($/MMBtu)	$	7.95					$	7.95
Puts
Crude Oil
Volumes (MBbls)
Floor Price ($/Bbl)
North Sea
Fixed Forwards & Swaps
Natural Gas
Volumes (MMMBtu)
Price ($/MMBtu)(1)
Collars
Natural Gas
Volumes (MMMBtu)		270						270
Floor Price ($/MMBtu)(1)	$	6.27					$	6.27
Ceiling Price ($/MMBtu)(1)	$	9.41					$	9.41
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.
(1) Assumes USD $1.65 to GBP 1.00 currency translation rate.

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