S-8

As filed with the Securities and Exchange Commission on December 17, 2010.

Registration File No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Texas	76-0362774
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

4600 Post Oak Place, Suite 100

Houston, Texas 77027

(713) 622-3311

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

ATP Oil & Gas Corporation 2010 Stock Plan

Albert L. Reese Jr. 4600 Post Oak Place, Suite 100 Houston, Texas 77027	(713) 622-3311
(Name and address, including zip code, of agent for service)	(Telephone number, including area code, of agent for service)

Copy to:

Richard S. Roth

Jackson Walker L.L.P.

1401 McKinney, Suite 1900

Houston, Texas 77010

(713) 752-4200

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  x	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common Stock, $0.001 par value	6,000,000 shares	$15.26	$91,560,000.00	$6,529.00

(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also covers any additional shares of Common Stock which become issuable under the ATP Oil & Gas Corporation 2010 Stock Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h)(1) under the Securities Act based upon the average of the high and low prices of the Registrant’s common stock reported on The NASDAQ Global Select Market on December 16, 2010.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

The document(s) containing the plan information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by ATP Oil & Gas Corporation (the “Company”) (File No. 1-32647) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or as otherwise indicated, are hereby incorporated in this Registration Statement by reference and shall be deemed to be a part hereof:

(a) our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Commission on March 16, 2010, as amended by Form 10-K/A filed with the Commission on December 10, 2010;

(b) our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010, as filed with the Commission on May 10, 2010, June 30, 2010, as filed with the Commission on August 9, 2010, and September 30, 2010, as filed with the Commission on November 9, 2010 ;

(c) our Current Reports on Form 8-K filed with the Commission on (i) February 4, 2010, (ii) March 26, 2010, (iii) April 23, 2010, (iv) April 29, 2010, (v) June 10, 2010, (vi) June 24, 2010 and (vii) September 30, 2010; and

(d) the description of our common stock in our registration statement on Form 8-A, as filed with the Commission on January 25, 2001, and the description of related preferred stock purchase rights in our registration statement on Form 8-A, as filed with the Commission on October 14, 2005.

All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered by this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Section 2.101(16) and Section 8.101 of the Texas Business Organizations Code and Article VI of the Third Amended and Restated Bylaws of ATP Oil & Gas Corporation (the “Company”) provide the Company with broad powers and authority to indemnify its directors and officers and to purchase and maintain insurance for such purposes. Pursuant to such statutory and Bylaws provisions, the Company has purchased insurance against certain costs of indemnification that may be incurred by it and by its officers and directors.

Additionally, Article Eleven of the Company’s Amended and Restated Certificate of Formation provides that a director of the Company is not liable to the Company for monetary damages for any act or omission in the director’s capacity as director, except that Article Eleven does not eliminate or limit the liability of a director to the extent the director is found liable for (i) a breach of such director’s duty of loyalty to the Company or its shareholders, (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the Company or which involves intentional misconduct or knowing violation of law, (iii) a transaction from which a director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office and (iv) an act or omission for which liability is expressly provided by an applicable statute.

Article Eleven also provides that any subsequent amendments to Texas statutes that further limit the liability of directors will inure to the benefit of the directors, without any further action by shareholders. Any repeal or modification of Article Eleven shall not adversely affect any right of protection of a director of the Company existing at the time of the repeal or modification.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following documents are filed as a part of this Registration Statement or incorporated by reference herein.

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Certificate of Formation, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 10, 2010.
4.2	Third Amended and Restated Bylaws of ATP, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed December 15, 2009.
4.3	Rights Agreement dated October 11, 2005 between the Company and American Stock Transfer & Trust Company, as Rights Agent, specifying the terms of the Rights, which includes the form of Statement of Designations of Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the form of the Summary of Rights to Purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 14, 2005.

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Exhibit Number	Description of Exhibit
4.4	Specimen of Common Stock certificate, incorporated by reference to Exhibit 4.1 of the Company’s registration statement No. 333-46034 on Form S-1.
4.5	ATP Oil & Gas Corporation 2010 Stock Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed April 29, 2010.
4.6*	Form of Nonqualified Stock Option Agreement.
4.7*	Form of Restricted Stock Award Agreement (to be used in connection with awards to directors of ATP).
4.8*	Form of Restricted Stock Award Agreement (to be used in connection with awards to executive officers of ATP).
5.1*	Legal Opinion of Jackson Walker L.L.P.
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2*	Consent of Deloitte & Touche LLP.
23.3*	Consent of Ryder Scott Company, L.P.
23.4*	Consent of Collarini Associates.
23.5*	Consent of Jackson Walker L.L.P. (see Exhibit 5.1).
24.1	Power of Attorney (see signature page of this Registration Statement).

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that (A) paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 17th of December, 2010.

ATP OIL & GAS CORPORATION
By:	/s/ Albert L. Reese Jr.
	Albert L. Reese Jr.
	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Albert L. Reese Jr., Keith R. Godwin and John E. Tschirhart, and each of them, each of whom may act without joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute in the name of each such person who is then an officer or director of the Registrant, and to file any amendments (including post-effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed by the following persons in the capacities indicated on the 17th day of December, 2010.

Signature	Title
/S/    T. PAUL BULMAHN         T. Paul Bulmahn	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/S/    ALBERT L. REESE JR.         Albert L. Reese Jr.	Chief Financial Officer (Principal Financial Officer)
/S/    KEITH R. GODWIN         Keith R. Godwin	Chief Accounting Officer (Principal Accounting Officer)
/S/    CHRIS A. BRISACK         Chris A. Brisack	Director
/S/    ARTHUR H. DILLY         Arthur H. Dilly	Director
/S/    GERARD J. SWONKE         Gerard J. Swonke	Director
/S/    BRENT M. LONGNECKER         Brent M. Longnecker	Director
/S/    WALTER WENDLANDT         Walter Wendlandt	Director
/S/    BURT A. ADAMS         Burt A. Adams	Director
/S/    GEORGE R. EDWARDS         George R. Edwards	Director
/S/    ROBERT J. KAROW         Robert J. Karow	Director

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Certificate of Formation, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 10, 2010.
4.2	Third Amended and Restated Bylaws of ATP, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed December 15, 2009.
4.3	Rights Agreement dated October 11, 2005 between the Company and American Stock Transfer & Trust Company, as Rights Agent, specifying the terms of the Rights, which includes the form of Statement of Designations of Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the form of the Summary of Rights to Purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 14, 2005.
4.4	Specimen of Common Stock certificate, incorporated by reference to Exhibit 4.1 of the Company’s registration statement No. 333-46034 on Form S-1.
4.5	ATP Oil & Gas Corporation 2010 Stock Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed April 29, 2010.
4.6*	Form of Nonqualified Stock Option Agreement.
4.7*	Form of Restricted Stock Award Agreement (to be used in connection with awards to directors of ATP).
4.8*	Form of Restricted Stock Award Agreement (to be used in connection with awards to executive officers of ATP).
5.1*	Legal Opinion of Jackson Walker L.L.P.
23.1*	Consent of PricewaterhouseCoopers.
23.2*	Consent of Deloitte & Touche LLP.
23.3*	Consent of Ryder Scott Company, L.P.
23.4*	Consent of Collarini Associates.
23.5*	Consent of Jackson Walker L.L.P. (see Exhibit 5.1).
24.1	Power of Attorney (see signature page of this Registration Statement).

* Filed herewith.

EX-4.6

Exhibit 4.6

NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement (“Option Agreement”) is between ATP Oil & Gas Corporation, a Texas corporation (the “Company”), and [NAME] (the “Optionee”).

WITNESSETH:

The Company has heretofore adopted the ATP Oil & Gas Corporation 2010 Stock Plan (the “Plan”) for the purpose of providing employees of the Company and its subsidiaries and Directors and Consultants (both, as defined in the Plan) with additional incentive to promote the success of the business, to increase their proprietary interest in the success of the Company, and to encourage them to remain in the employ and service of the Company and its subsidiaries.

NOW THEREFORE, for and in consideration of these premises it is agreed as follows:

1. Option. Subject to the terms and conditions contained herein, the Company, effective as of [GRANT DATE] (the “Grant Date”), hereby irrevocably grants to Optionee the right and option (“Option”) to purchase from the Company [NUMBER] shares of the Company’s common stock, $0.001 par value (“Common Stock”), at a price of $[PRICE] per share which has been determined to be not less than the fair market value of the Common Stock at the date of grant of this Option. For all purposes of this Agreement, fair market value of Common Stock shall be determined in accordance with the provisions of the Plan.

2. Option Period. Subject to the earlier expiration of this Option as herein provided, the Option herein granted may be exercised by Optionee in whole or in part for a period of [NUMBER] years from the Grant Date (the “Option Period”) in accordance with the following schedule:

On and After Date	Percentage of Shares  Purchasable
[DATE]		%
[DATE]		%
[DATE]		%
[DATE]		%

Notwithstanding the foregoing, upon the occurrence of a Corporate Change (as defined in the Plan), Optionee shall become one hundred percent (100%) vested in all Options previously granted to such Optionee under the Plan and all such Options shall immediately become fully exercisable.

Notwithstanding anything in this Agreement to the contrary, the Committee (as defined in the Plan), in its sole discretion, may waive the foregoing schedule of vesting and upon written notice to the Optionee, accelerate the earliest date or dates on which any of the Options granted hereunder are exercisable.

3. Procedure for Exercise. The Option herein granted may be exercised by written notice by Optionee to the Secretary of the Company (or such other officer or employee of the Company as the Company may designate from time to time) setting forth the number of shares of Common Stock with respect to which the Option is to be exercised accompanied by payment for the shares to be purchased, together with any taxes that are due as a result of exercising the option, and specifying the address to which the certificate for such shares is to be mailed. Payment shall be by means of personal check, cashier’s check, bank draft, money order, or wire transfer payable to the order of the Company, or at the discretion of the Committee, in Common Stock theretofore owned by such

Optionee (or a combination of payment and Common Stock). Notice may also be delivered by fax or e-mail provided that the purchase price of such shares and any taxes due is delivered to the Company on the same day the fax or e-mail is received by the Secretary of the Company. As promptly as practicable after receipt of such written notification and payment, the Company shall deliver to Optionee certificates for the number of shares of Common Stock with respect to which such Option has been so exercised. No fraction of a share of Common Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof; rather, Optionee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock.

4. Termination of Employment. If Optionee’s employment or service with the Company or its Affiliates is terminated during the Option Period for any reason other than death or Disability (as defined in Section 5), all Options granted hereunder that are exercisable at the date of termination may be exercised for a period of six (6) months after such termination of employment or service unless this Option Agreement should earlier terminate in accordance with its other terms. In no event may any Option be exercised after the end of the Option Period.

5. Death or Disability. If Optionee’s employment or service with the Company or its Affiliates is terminated by his death or Disability, all Options hereunder exercisable at the date of such death or Disability shall be thereafter exercisable by Optionee, his executor or administrator, or the person or persons to whom his rights under this Option Agreement shall pass by will or by the laws of descent and distribution, as the case may be, for a period of one (1) year from the date of Optionee’s death or Disability, unless this Option Agreement should earlier terminate in accordance with its other terms. In no event may any Option be exercised after the end of the Option Period. “Disability” shall mean with respect to the Optionee that in the opinion of a physician selected by the Committee, he is incapable of performing services for the Company by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration.

6. Transferability. This Option shall not be transferable by Optionee otherwise than by Optionee’s will or by the laws of descent and distribution. During the lifetime of Optionee, the Option shall be exercisable only by the Optionee. Any heir or legatee of Optionee shall take rights herein granted subject to the terms and conditions hereof. No such transfer of this Option Agreement to heirs or legatees of Optionee shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

7. No Rights as Stockholder. Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option Agreement until the date of issuance of a certificate for shares of Common Stock purchased pursuant to this Option Agreement. Until such time, Optionee shall not be entitled to dividends or to vote at meetings of the stockholders of the Company. Except as provided in Section 9 hereof, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash or securities or other property) paid or distributions or other rights granted in respect of any share of Common Stock for which the record date for such payment, distribution or grant is prior to the date upon which the Optionee shall have been issued share certificates, as provided hereinabove.

8. Extraordinary Corporate Transactions. The existence of outstanding Options shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of Common Stock or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceedings, whether of a similar character or otherwise. If the Company recapitalizes

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or otherwise changes its capital structure, or merges, consolidates, sells all of its assets or dissolves (each of the foregoing a “Fundamental Change”), then thereafter upon any exercise of an Option theretofore granted the Optionee shall be entitled to purchase under such Option, in lieu of the number of shares of Common Stock as to which option shall then be exercisable, the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the Fundamental Change if, immediately prior to such Fundamental Change, the Optionee had been the holder of record of the number of shares of Common Stock as to which such Option is then exercisable. Upon the occurrence of a Corporate Change, the Options granted hereunder shall be governed by Paragraph VIII(c) of the Plan and Section 2 of this Option Agreement.

9. Changes in Capital Structure. If the outstanding shares of Common Stock of the Company shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, or recapitalization, the number and kind of shares subject to the Plan or subject to any Options theretofore granted, and the Option prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares without changing the aggregate Option price.

10. Compliance With Securities Laws. Upon the acquisition of any shares pursuant to the exercise of the Option herein granted, Optionee (or any person acting under Section 6) will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Option Agreement.

11. Compliance With Laws. Notwithstanding any of the other provisions hereof, Optionee agrees not to exercise the Option(s) granted hereby, and that the Company will not be obligated to issue any shares pursuant to this Option Agreement, if the exercise of the Option(s) or the issuance of such shares of Common Stock would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority.

12. Withholding of Tax. To the extent that the exercise of the Option granted hereunder or the disposition of shares of Common Stock acquired by exercise of this Option results in compensation income to the Optionee for federal, state and/or local income tax purposes, the Optionee shall pay to the Company at the time of such exercise or disposition (or such other time as the law permits if the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended) such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations; and, if the Optionee fails to do so, the Company is authorized to withhold from any cash remuneration then or thereafter payable to the Optionee, any tax required to be withheld by reason of such resulting compensation income or Company may otherwise refuse to issue or transfer any shares otherwise required to be issued or transferred pursuant to the terms hereof. Payment of the withholding tax by the Optionee shall be made in accordance with Paragraph X(c) of the Plan.

13. Resolution of Disputes. As a condition of the granting of the Option hereby, the Optionee and his or her heirs and successors agree that any dispute or disagreement which may arise hereunder shall be determined by the Committee in its sole discretion and judgment, and that any such determination and any interpretation by the Committee of the terms of this Option Agreement shall be final and shall be binding and conclusive, for all purposes, upon the Company, Optionee, his or her heirs and personal representatives.

14. Legends on Certificate. The certificates representing the shares of Common Stock purchased by exercise of an Option will be stamped or otherwise imprinted with legends in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company will reflect stop-transfer instructions with respect to such shares.

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15. Notices. Every notice hereunder shall be in writing and shall be given by registered mail, certified mail, e-mail, fax or hand delivery and in each case other than e-mail with a return receipt requested with acknowledgment by the recipient. All notices of the exercise of any Option hereunder shall be directed to ATP Oil & Gas Corporation, 4600 Post Oak Place, Suite 100, Houston, Texas 77027-9726, Attention: Secretary. Any notice given by the Company to Optionee directed to Optionee’s address on file with the Company shall be effective to bind Optionee and any other person who shall acquire rights hereunder. The Company shall be under no obligation whatsoever to advise Optionee of the existence, maturity or termination of any of Optionee’s rights hereunder and Optionee shall be deemed to have familiarized himself or herself with all matters contained herein and in the Plan which may affect any of Optionee’s rights or privileges hereunder.

16. Construction and Interpretation. Whenever the term “Optionee” is used herein under circumstances applicable to any other person or persons to whom this award, in accordance with the provisions of Section 6 hereof, may be transferred, the word “Optionee” shall be deemed to include such person or persons. References to the masculine gender herein also include the feminine gender for all purposes.

17. Agreement Subject to Plan. This Option Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Option Agreement.

18. Employment or Service Relationship. Employees, Directors or Consultants shall be considered to be in the employment of the Company or in the service of the Company as long as they remain employees or in the service of the Company or an Affiliate. Any questions as to whether and when there has been a termination of such employment or service and the cause of such termination, shall be determined by the Committee, and its determination shall be final. Nothing contained herein shall be construed as conferring upon the Optionee the right to continue in the employ or in the service of the Company, nor shall anything contained herein be construed or interpreted to limit the “employment at will” relationship or the “service at will” relationship between the Optionee and the Company.

19. Status of Stock. The Company has registered for issuance under the Securities Act of 1933, as amended (the “Act”) the shares of Common Stock acquirable upon exercise of this Option, and intends to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from registration under the Act, issuance of share of Common Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use its reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon an exercise of this Option, Optionee (or the person permitted to exercise this Option in the event of Optionee’s death or incapacity), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws.

Optionee agrees that the share of Common Stock which Optionee may acquire by exercising this Option will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.

20. Binding Effect. This Option Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee.

21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of laws principles thereof.

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IN WITNESS WHEREOF, this Option Agreement has been executed as of the date first above written.

ATP OIL & GAS CORPORATION

By:

Name:

Title:

OPTIONEE

By:

Name:

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EX-4.7

Exhibit 4.7

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated [DATE], is entered into by and between ATP Oil & Gas Corporation, a Texas corporation (the “Company”), and [NAME] (the “Holder”).

W I T N E S S E T H

WHEREAS, the Company authorized the grant (the “Grant”) to the Holder of [NUMBER] restricted shares (the “Restricted Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and

WHEREAS, the Grant was made under and pursuant to that certain ATP Oil & Gas Corporation 2010 Stock Plan (the “Plan”) and this Agreement shall be governed by the provisions of the Plan and the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Award of Restricted Shares, Representations.

(a) Holder and the Company acknowledge and agree that effective as of the date hereof, the Company has issued and sold to the Holder the Restricted Shares as a Restricted Stock Award (as defined in Paragraph II of the Plan) pursuant to Paragraph VII(b) of the Plan. Holder will own the Restricted Shares subject to the restrictions, terms and conditions of this Agreement and the Plan.

(b) The Company represents and warrants to the Holder that the Restricted Shares are duly authorized, fully paid and nonassessable and except as contemplated herein, free and clear of any lien, claim or encumbrance.

2. Vesting of Restricted Shares, Nature of Additional Shares.

(a) Subject to Sections 6 and 7 of this Agreement, Restricted Shares are or shall become “vested”, and the Forfeiture Restrictions (as defined in Paragraph VII(b) of the Plan) with regard thereto shall lapse, as follows:

(i) [NUMBER] (        %) Restricted Shares shall become fully vested on the earlier of [DATE] or the date on which the Company’s [YEAR] annual meeting of shareholders occurs;

(ii) [NUMBER] (        %) Restricted Shares shall become fully vested on the earlier of [DATE] or the date on which the Company’s [YEAR] annual meeting of shareholders occurs; and

(iii) [NUMBER (        %) Restricted Shares shall become fully vested on the earlier of [DATE] or the date on which the Company’s [YEAR] annual meeting of shareholders occurs.

(b) To the extent that any additional shares of Common Stock, or any other security of the Company, are issued as a stock dividend or as a result of a merger, recapitalization of the Company, or otherwise, such additional shares or securities shall be treated for all purposes hereunder and under the Plan, including vesting and voting, as being a part of the Restricted Shares with respect to which they were received.

3. Limitations on Rights of Holder.

(a) Shares to Bear Restrictive Legend. The Restricted Shares, and any securities treated as part thereof pursuant to Section 2(b) above, will be represented by a stock certificate or certificates registered in the name of the Holder. From and after the date of original issuance, stock certificates representing the Restricted Shares shall bear, in addition to any other legend required by or appropriate under applicable law, a legend in substantially the following form:

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF [DATE], BY AND AMONG THE COMPANY AND THE REGISTERED HOLDER OF THIS CERTIFICATE (THE “RESTRICTED STOCK AGREEMENT”), COPIES OF WHICH ARE AVAILABLE AT THE COMPANY’S PRINCIPAL OFFICE FOR INSPECTION. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE RESTRICTED STOCK AGREEMENT.

(b) Company to Retain Custody of Stock. Promptly after the date of this Agreement, the Company will issue to the Holder, and the Holder will deposit with and deliver to the Company, the stock certificate or certificates referred to in sub-section (a) of this Section 3, representing the non-vested Restricted Shares, each duly endorsed in blank or accompanied by stock powers duly executed in blank.

(c) Certain Rights of Holder. The Restricted Shares, when issued pursuant to the provisions hereof, shall constitute issued and outstanding shares of Common Stock for all corporate purposes. From and after the date of original issuance, the Holder will have the right to vote the Restricted Shares and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to the Restricted Shares, with the exception that, until the Restricted Shares shall have become vested pursuant to the terms hereof (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing the non-vested Restricted Shares; (ii) the Company will retain custody of the non-vested Restricted Shares; and (iii) the Holder may not sell assign, transfer, pledge, exchange, encumber or dispose of the non-vested Restricted Shares, except pursuant to the terms of this Agreement until such time, if ever, as the Restricted Shares shall become vested.

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4. Delivery of Vested Securities. When any Restricted Shares shall become vested pursuant to the provisions of this Agreement, the Company shall promptly issue and deliver to the Holder new stock certificates or instruments representing the vested shares, registered in the name of the Holder or, if deceased, in the name of his or her legatees, personal representative(s) or distributee(s).

5. No Right to Additional Shares. Nothing in this Agreement shall be construed to give the Holder any right to be awarded any additional restricted shares or to confer on the Holder any right to continue in the service to the Company as a Director.

6. Acceleration of Vesting.

(a) Upon the first to occur of:

(i) a Corporate Change (as defined in the Plan); or

(ii) a Transaction (as defined in the Plan),

all Restricted Shares shall become fully vested and nonforfeitable and all restrictions thereon will terminate.

(b) If the Holder’s service to the Company as a Director terminates prior to the occurrence of a date set forth in Section 2 above:

(i) due to the Holder becoming Disabled (as defined below); or

(ii) due to the death of the Holder,

then all Restricted Shares shall become fully vested and nonforfeitable and all restrictions thereon will terminate.

(c) For purposes of this Section 6:

“Disabled” shall mean if the Holder has a physical or mental disability which renders him or her incapable, after reasonable accommodation, of performing substantially all of his or her duties.

7. Termination of Service. If, except as provided in Section 6 above, the Holder’s service as a Director of the Company is terminated for any reason prior to all Restricted Shares vesting hereunder, then any non-vested Restricted Shares shall automatically expire and terminate at such time, no further vesting shall occur and the Holder shall forfeit all such non-vested Restricted Shares, as of the date the Holder’s service terminated. The Holder shall not be entitled to receive any consideration or compensation for Restricted Shares that have not vested hereunder.

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8. Compliance with Law. Holder shall not sell any Restricted Shares except pursuant to an effective registration statement under the Securities Act of 1933 (or pursuant to an exemption from registration under such Act).

9. No Transfer or Assignment. No right or benefit under this Agreement shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit under this Agreement shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit. If the Holder or any beneficiary under this Agreement should become bankrupt or attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or benefit under this Agreement, then such right or benefit, in the sole discretion of the Company, shall cease and terminate, and in such event, the Company, in its sole discretion may hold or apply the same or any part thereof for the benefit of the Holder or his or her beneficiary, spouse, children or other dependents, or any of them, in such manner and in such proportion as the Company may deem proper.

10. Amounts Not Salary or Bonus. The Holder agrees that the award of the Restricted Shares hereunder will not be taken into account as “compensation” or “bonus” in determining the amount of any payment under any pension, retirement, profit-sharing, savings or stock ownership plan of the Company or any of its subsidiaries, unless expressly provided pursuant to the terms of such plan.

11. Section 83(b) Election. The Holder shall make an election within thirty (30) days after the date hereof under Section 83(b) of the Internal Revenue Code related to the Restricted Shares. The Holder shall be responsible and shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company any federal, state or local taxes required to be withheld with respect to such Restricted Shares. If the Holder shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Holder, any federal, state or local taxes of any kind required by law to be withheld with respect to such Restricted Shares.

12. Fees and Expenses. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations that, in the opinion of counsel for the Company, are applicable thereto.

13. Notices. Any notice or other communication which either party hereto may be required or permitted to give the other shall be made in writing and shall be delivered by registered mail, return receipt requested, facsimile, courier service or personal delivery to the Company at 4600 Post Oak Place, Suite 100, Houston, Texas 77027 and to the Holder at his or her last address on the books and records of the Company. All such notices and communications shall be deemed to have been duly given: (i) if delivered by hand, then upon receipt of personal delivery; (ii) if delivered by same day courier, then upon signature as package received; and (iii) if delivered by commercial mail delivery service or by standard U.S. postal mail delivery service and postage is prepaid, then upon seven (7) business days following delivering such notice to the commercial mail delivery service or delivering such notice to a U.S. postal office; and (iv) if delivered by facsimile, then upon confirmation that such facsimile was received at the appropriate facsimile number provided by the parties hereto.

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14. Amendments. This Agreement may only be amended or modified by written agreement of the Company and the Holder.

15. Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Holder and his or her legatees, distributee(s) and personal representative(s).

16. Governing Law. The validity, interpretation construction and performance of this Agreement shall be governed by the laws of the State of Texas applicable to agreements made and to be performed entirely in Texas without regard to the conflict of laws and principles of such state.

17. Definitions. As used in this Agreement, and unless otherwise defined or unless the context requires a different meaning, capitalized terms shall have the meanings provided for in the Plan.

18. No Amendments to Other Agreements; Conflicts. This Agreement is not intended to and shall not be deemed to amend any other agreement between the Company and the Holder or affecting their interests, including but not limited to the Plan. Holder acknowledges receipt of a copy of the Plan, together with the prospectus relating to the Restricted Shares. Holder further acknowledges notice of the terms, conditions, restrictions and limitations contained in the Plan and acknowledges the restrictions set forth in this Agreement. This Agreement and the Restricted Shares shall be subject to the terms of the Plan, as it may be amended from time to time. To the extent that any provision of this Agreement conflicts with the express terms of the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall control and, if necessary, the applicable provisions of this Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

IN WITNESS WHEREOF, this Agreement is executed by the Company and the Holder as of [DATE].

ATP OIL & GAS CORPORATION,
a Texas corporation
By:
	Name:
	Title:
Holder

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EX-4.8

Exhibit 4.8

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated [DATE], is entered into by and between ATP Oil & Gas Corporation, a Texas corporation (the “Company”), and [NAME] (the “Holder”).

W I T N E S S E T H

WHEREAS, the Company authorized the grant (the “Grant”) to the Holder of [NUMBER] restricted shares (the “Restricted Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and

WHEREAS, the Grant was made under and pursuant to that certain ATP Oil & Gas Corporation 2010 Stock Plan (the “Plan”) and this Agreement shall be governed by the provisions of the Plan and the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Award of Restricted Shares, Representations.

(a) Holder and the Company acknowledge and agree that effective as of the date hereof, the Company has issued and sold to the Holder the Restricted Shares as a Restricted Stock Award (as defined in Paragraph II of the Plan) pursuant to Paragraph VII(b) of the Plan. Holder will own the Restricted Shares subject to the restrictions, terms and conditions of this Agreement and the Plan.

(b) The Company represents and warrants to the Holder that the Restricted Shares are duly authorized, fully paid and nonassessable and except as contemplated herein, free and clear of any lien, claim or encumbrance.

2. Vesting of Restricted Shares, Nature of Additional Shares.

(a) Subject to Sections 6 and 7 of this Agreement, Restricted Shares are or shall become “vested”, and the Forfeiture Restrictions (as defined in Paragraph VII(b) of the Plan) with regard thereto shall lapse, as follows:

(i) [NUMBER] (        %) Restricted Shares shall become fully vested on [DATE];

(ii) [NUMBER] (        %) Restricted Shares shall become fully vested on [DATE]; and

(iii) [NUMBER (        %) Restricted Shares shall become fully vested on [DATE].

(b) To the extent that any additional shares of Common Stock, or any other security of the Company, are issued as a stock dividend or as a result of a merger, recapitalization of the Company, or otherwise, such additional shares or securities shall be treated for all purposes hereunder and under the Plan, including vesting and voting, as being a part of the Restricted Shares with respect to which they were received.

3. Limitations on Rights of Holder.

(a) Shares to Bear Restrictive Legend. The Restricted Shares, and any securities treated as part thereof pursuant to Section 2(b) above, will be represented by a stock certificate or certificates registered in the name of the Holder. From and after the date of original issuance, stock certificates representing the Restricted Shares shall bear, in addition to any other legend required by or appropriate under applicable law, a legend in substantially the following form:

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF [DATE], BY AND AMONG THE COMPANY AND THE REGISTERED HOLDER OF THIS CERTIFICATE (THE “RESTRICTED STOCK AGREEMENT”), COPIES OF WHICH ARE AVAILABLE AT THE COMPANY’S PRINCIPAL OFFICE FOR INSPECTION. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE RESTRICTED STOCK AGREEMENT.

(b) Company to Retain Custody of Stock. Promptly after the date of this Agreement, the Company will issue to the Holder, and the Holder will deposit with and deliver to the Company, the stock certificate or certificates referred to in sub-section (a) of this Section 3, representing the non-vested Restricted Shares, each duly endorsed in blank or accompanied by stock powers duly executed in blank.

(c) Certain Rights of Holder. The Restricted Shares, when issued pursuant to the provisions hereof, shall constitute issued and outstanding shares of Common Stock for all corporate purposes. From and after the date of original issuance, the Holder will have the right to vote the Restricted Shares and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to the Restricted Shares, with the exception that, until the Restricted Shares shall have become vested pursuant to the terms hereof (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing the non-vested Restricted Shares; (ii) the Company will retain custody of the non-vested Restricted Shares; and (iii) the Holder may not sell assign, transfer, pledge, exchange, encumber or dispose of the non-vested Restricted Shares, except pursuant to the terms of this Agreement until such time, if ever, as the Restricted Shares shall become vested.

4. Delivery of Vested Securities. When any Restricted Shares shall become vested pursuant to the provisions of this Agreement, the Company shall promptly issue and deliver to the Holder new stock certificates or instruments representing the vested shares, registered  in  the  name  of  the  Holder  or,  if  deceased,  in  the  name  of  his  or  her  legatees,  personal  representative(s)  or  distributee(s).

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5. No Right to Employment. Nothing in this Agreement shall be construed to give the Holder any right to be awarded any additional restricted shares or to confer on the Holder any right to continue in the employ of the Company or to be evidence in any agreement or understanding, express or implied, that the Company or any of its subsidiaries or affiliates will employ the Holder in any particular position or at any particular rate of remuneration, or for any particular period of time or to interfere, in any way, with the right of the Company (or the right of the Holder) to terminate the service of the Holder at any time notwithstanding the consequences of such termination pursuant to Section 7 of this Agreement.

6. Acceleration of Vesting.

(a) Upon the first to occur of:

(i) a Corporate Change (as defined in the Plan),

(ii) a Transaction (as defined in the Plan), or

(iii) a Change in Control (as defined in the Employment Agreement between Holder and the Company (the “Employment Agreement”)),

all Restricted Shares shall become fully vested and nonforfeitable and all restrictions thereon will terminate.

(b) If the Holder’s employment with the Company terminates prior to the occurrence of a date set forth in Section 2 above:

(i) due to the Holder becoming Totally Disabled (as defined in the Employment Agreement),

(ii) due to the death of the Holder,

(iii) by action of the Holder due to a Good Reason (as defined in the Employment Agreement), or

(iv) by action of the Company without Cause (as defined in the Employment Agreement),

then all Restricted Shares shall become fully vested and nonforfeitable and all restrictions thereon will terminate.

7. Termination of Service. If, except as provided in Section 6 above, the Holder’s service as an employee of the Company is terminated for any reason (whether by action of the Holder or the Company) prior to all Restricted Shares vesting hereunder, then any non-vested Restricted Shares shall automatically expire and terminate at such time, no further vesting shall occur and the Holder shall forfeit all such non-vested Restricted Shares, as of the date the Holder’s service terminated. The Holder shall not be entitled to receive any consideration or compensation for Restricted Shares that have not vested hereunder and the Holder shall cooperate in good faith with the Company to effectuate the purpose of this provision.

8. Compliance with Law. Holder shall not sell any Restricted Shares except pursuant to an effective registration statement under the Securities Act of 1933 (or pursuant to an exemption from registration under such Act).

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9. No Transfer or Assignment. No right or benefit under this Agreement shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit under this Agreement shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit. If the Holder or any beneficiary under this Agreement should become bankrupt or attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or benefit under this Agreement, then such right or benefit, in the sole discretion of the Company, shall cease and terminate, and in such event, the Company, in its sole discretion may hold or apply the same or any part thereof for the benefit of the Holder or his or her beneficiary, spouse, children or other dependents, or any of them, in such manner and in such proportion as the Company may deem proper.

10. Amounts Not Salary or Bonus. The Holder agrees that the award of the Restricted Shares hereunder will not be taken into account as “salary,” “compensation” or “bonus” in determining the amount of any payment under any pension, retirement, profit-sharing, savings or stock ownership plan of the Company or any of its subsidiaries, unless expressly provided pursuant to the terms of such plan.

11. Section 83(b) Election. The Holder shall make an election within thirty (30) days after the date hereof under Section 83(b) of the Internal Revenue Code related to the Restricted Shares. The Holder shall be responsible and shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company any federal, state or local taxes required to be withheld with respect to such Restricted Shares. If the Holder shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Holder, any federal, state or local taxes of any kind required by law to be withheld with respect to such Restricted Shares.

12. Fees and Expenses. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations that, in the opinion of counsel for the Company, are applicable thereto.

13. Notices. Any notice or other communication which either party hereto may be required or permitted to give the other shall be made in writing and shall be delivered by registered mail, return receipt requested, facsimile, courier service or personal delivery to the Company at 4600 Post Oak Place, Suite 100, Houston, Texas 77027 and to the Holder at his or her last address on the books and records of the Company. All such notices and communications shall be deemed to have been duly given: (i) if delivered by hand, then upon receipt of personal delivery; (ii) if delivered by same day courier, then upon signature as package received; and (iii) if delivered by commercial mail delivery service or by standard U.S. postal mail delivery service and postage is prepaid, then upon seven (7) business days following delivering such notice to the commercial mail delivery service or delivering such notice to a U.S. postal office; and (iv) if delivered by facsimile, then upon confirmation that such facsimile was received at the appropriate facsimile number provided by the parties hereto.

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14. Amendments. This Agreement may only be amended or modified by written agreement of the Company and the Holder.

15. Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Holder and his or her legatees, distributee(s) and personal representative(s).

16. Governing Law. The validity, interpretation construction and performance of this Agreement shall be governed by the laws of the State of Texas applicable to agreements made and to be performed entirely in Texas without regard to the conflict of laws and principles of such state.

17. Definitions. As used in this Agreement, and unless otherwise defined or unless the context requires a different meaning, capitalized terms shall have the meanings provided for in the Plan.

18. No Amendments to Other Agreements; Conflicts. This Agreement is not intended to and shall not be deemed to amend any other agreement between the Company and the Holder or affecting their interests, including but not limited to the Plan or the Employment Agreement. Holder acknowledges receipt of a copy of the Plan, together with the prospectus relating to the Restricted Shares. Holder further acknowledges notice of the terms, conditions, restrictions and limitations contained in the Plan and acknowledges the restrictions set forth in this Agreement. This Agreement and the Restricted Shares shall be subject to the terms of the Plan, as it may be amended from time to time. To the extent that any provision of this Agreement conflicts with the express terms of the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall control and, if necessary, the applicable provisions of this Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

IN WITNESS WHEREOF, this Agreement is executed by the Company and the Holder as of [DATE].

ATP OIL & GAS CORPORATION,
a Texas corporation
By:
	Name:
	Title:
Holder

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EX-5.1

Exhibit 5.1

December 17, 2010

ATP Oil & Gas Corporation.

4600 Post Oak Place, Suite 200

Houston, Texas 77027

Re: Registration Statement on Form S-8 of ATP Oil & Gas Corporation

Ladies and Gentlemen:

We are acting as counsel for ATP Oil & Gas Corporation, a Texas corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), and the offering and sale of up to 6,000,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”) which Shares are issuable upon the exercise of options granted or to be granted from time to time to eligible persons pursuant to the ATP Oil & Gas Corporation 2010 Stock Plan (the “Plan”), which Plan is filed as an exhibit to a Registration Statement on Form S-8 covering the offering and sale of the Shares (the “Registration Statement”) that is expected to be filed with the Securities and Exchange Commission on or about the date hereof.

In reaching the conclusions expressed in this opinion, we have examined and relied upon the originals or certified copies of all documents, certificates and instruments as we have deemed necessary to the opinions expressed herein, including the Amended and Restated Certificate of Formation and the Third Amended and Restated Bylaws of the Company and copies of the Plan. In making the foregoing examinations, we have assumed the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us.

Based solely upon the foregoing, subject to the comments hereinafter stated, it is our opinion that the Shares have been duly authorized, and when issued and delivered, against receipt by the Company of the agreed consideration therefore, will be validly issued, fully paid and nonassessable.

We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Jackson Walker L.L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ATP Oil & Gas Corporation of our report dated March 16, 2010 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in ATP Oil & Gas Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

December 17, 2010

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2008, relating to the consolidated financial statements and financial statement schedule of ATP Oil & Gas Corporation and subsidiaries for the year ended December 31, 2007, appearing in the Annual Report on Form 10-K of ATP Oil & Gas Corporation for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

Houston, Texas

December 17, 2010

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the use of our reports, dated February 3, 2010, relating to the proved oil and gas reserves of ATP Oil & Gas Corporation (the “Company”) as of December 31, 2009, to the information derived from such reports and to the reference to this firm as an expert in Form S-8 registration statement and any amendments thereto filed by the Company and in the prospectus to which the registration statement relates.

/s/ Ryder Scott Company, L.P.

RYDER SCOTT COMPANY, L.P.

TBPE Firm Registration No. F-1580

Houston, Texas

December 16, 2010

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the use of our report, dated February 15, 2010, relating to the proved oil and gas reserves of ATP Oil & Gas Corporation (the “Company”) as of January 1, 2010, to the information derived from such reports and to the reference to this firm as an expert in the Form S-8 registration statement and any amendments thereto filed by the Company and in the prospectus to which the registration statement relates.

Collarini Associates

/s/ M. C. Reece

Mitch Reece, P.E.

President

December 16, 2010