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 EARLIEST EVENT REPORTED: October 1, 2005

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 000-32261

Texas	76-0362774
(State or other jurisdiction of incorporation or organization)	(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 (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 7.01 — Regulation FD Disclosure

The Board of Directors of ATP Oil & Gas Corporation declared a dividend distribution of one Preferred Share Purchase Right (“Rights”) on each outstanding share of its common stock on October 1, 2005.

The Rights are intended to enable all ATP shareholders to realize the long-term value of their investment in the Company and are designed to assure that all of ATP’s shareholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against abusive tactics to gain control of the Company. The Rights will not prevent a takeover, but should encourage anyone seeking to acquire the Company or a significant portion thereof to negotiate with the Board prior to attempting a takeover. The Rights are not being adopted in response to any specific takeover threat, but are a response to the general takeover environment.

The Rights will be exercisable only if a person or group acquires 15% or more of ATP’s common stock or commences a tender offer the consummation of which would result in ownership by a person or group of 15% or more of the common stock. Each Right will entitle shareholders to buy one one-hundredth of a share of a new series of junior participating preferred stock at an exercise price of $150.00.

If a person or group acquires 15% or more of ATP’s outstanding common stock, each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right’s then current exercise price, a number of ATP’s common shares having a market value of twice such price. In addition, if the Company is acquired in a merger or other business combination transaction after a person has acquired 15% or more of the Company’s outstanding common stock, each Right will entitle its holder to purchase, at the Right’s then current exercise price, a number of the acquiring company’s common shares having a market value of twice such price. The acquiring person will not be entitled to exercise these Rights.

Prior to the acquisition by a person or group of beneficial ownership of 15% or more of the Company’s common stock, the Rights are redeemable for one cent per Right at the option of the Board of Directors.

The Board of Directors is also authorized to reduce the 15% thresholds referred to above to not less than 10%.

The dividend distribution will be made on October 17, 2005, payable to shareholders of record on that date, and is not taxable to shareholders. The Rights will expire on October 17, 2015.

Item 9.01 — Financial Statements and Exhibits

(c) Exhibits

99.1 Press release of the Company issued October 5, 2005.

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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 and thereunto duly authorized.

	ATP Oil & Gas Corporation
Date: October 5, 2005	By:	/s/ Albert L. Reese, Jr.
		Albert L. Reese, Jr.
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

News Release

For Immediate Release 10/05/05

Company contacts:

T. Paul Bulmahn, Chairman and President

Albert L. Reese Jr., Chief Financial Officer

713-622-3311 www.atpog.com

ATP Oil & Gas Adopts Shareholder Rights Plan

Houston, Texas– October 5, 2005 (PR Newswire) –ATP Oil & Gas Corporation (NASDAQ: ATPG) announced today that its Board of Directors has adopted a Shareholder Rights Plan (the “Plan”). The Plan, which is similar to those adopted by many other companies, is to enable shareholders to realize the long-term value of their investment in the Company by protecting them from unfair or coercive takeover attempts. The Plan is not being adopted in response to any specific effort to acquire control of the Company, and it is not intended to restrict the Company’s ability to enter into future acquisition transactions. As is typical with these types of plans, the Plan will not prevent a takeover, but should encourage anyone seeking to acquire the Company or a significant portion thereof to negotiate with the Board of Directors.

A dividend distribution of one Preferred Share Purchase Right on each outstanding share of ATP’s common stock will be issued to shareholders of record on October 17, 2005.

Details of the Plan are contained in a report on Form 8-K that the Company will file with the Securities and Exchange Commission on October 5, 2005 and are outlined in a letter that is being mailed to all shareholders of record on October 17, 2005.

About ATP Oil & Gas

ATP Oil & Gas is focused on development and production of natural gas and oil in the Gulf of Mexico and the North Sea. The Company trades publicly as ATPG on the NASDAQ National Market.

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. More information about the risks and uncertainties relating to ATP’s forward-looking statements are found in our SEC filings.

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ATP Oil & Gas Corporation 4600 Post Oak Place Suite 200 Houston, TX 77027 www.atpog.com Page 1 of 1