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                       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 Report

                                October 28, 2004

                              ULTRA PETROLEUM CORP.
             (Exact name of registrant as specified in its charter)

     Yukon Territory, Canada              0-29370                 N/A
 (State or other jurisdiction of       (Commission          (I.R.S. Employer
 incorporation or organization)        File Number)       Identification Number)

        (363 North Sam Houston Pkwy, E., Suite 1200., Houston, TX 77060)

                                 (281-876-0120)

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Item 2.02. Second announcement of 3rd Quarter earnings conference call.



                                   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.

[October 28, 2004]                                            By: David Russell
                                                                  --------------
                                                                  David Russell




October 26, 2004

Ultra Petroleum Reports 170% Earnings Growth in 3rd Quarter
 
    HOUSTON, Oct. 26 /PRNewswire-FirstCall/ -- Ultra Petroleum Corp. 
(Amex: UPL) today reported earnings increased 170% to $27.9 million or 
$0.35 per diluted share for the quarter ended September 30, 2004 compared to 
$10.3 million or $0.13 per diluted share for the same period in 2003.  Cash 
flow (A) for the quarter ended September 30, 2004 increased 146% to 
$51.4 million or $0.64 per diluted share, compared to $20.9 million or 
$0.27 per diluted share for the same period in 2003. 
 
    For the nine-month period ended September 30, 2004 earnings increased 153% 
to $66.2 million or $0.83 per diluted share compared to $26.2 million or 
$0.33 per diluted share for the same period in 2003.  Cash flow (A) for the 
nine-month period increased 124% to $122.4 million or $1.53 per diluted share, 
compared to $54.7 million or $0.70 per diluted share for the same period in 
2003. 
 
    Production for the quarter increased 87% to 13 Bcfe, averaging 141 MMcfe/d 
compared to 7 Bcfe or 75.5 MMcfe/d for the same period in 2003.  Including the 
effects of hedging, average natural gas prices for the third quarter increased 
to $4.91 per Mcf compared to $4.17 per Mcf during the same period in 2003 
while average Wyoming oil prices increased to $42.12 per bbl compared to 
$31.37 per bbl in 2003.  Oil prices in China averaged $36.72 per bbl. 
 
    Production for the nine-month period ended September 30, 2004 increased 
69% to 32.3 Bcfe, or 106 MMcfe/d, compared to 19 Bcfe or 63 MMcfe/d for the 
same period in 2003.  Including the effects of hedging, average natural gas 
prices for the nine-month period increased to $4.87 per Mcf compared to $3.99 
per Mcf while average Wyoming oil prices increased to $38.83 per bbl compared 
to $31.04 per bbl in 2003. 
 
    "By continuing to bring on new wells from this year's program and 
delivering first oil in China during the quarter, we increased our production 
by 87% year over year and 35% sequentially.  With 21% stronger commodity 
prices and a flat cost structure, we established new highs for quarterly 
earnings and cash flow.  With nine-month production at 32.3 Bcfe, already 
ahead of our entire 2003 production of 28.9 Bcfe, we are well on our way to 
reaching and exceeding our 2004 year-end production goal of 44 Bcfe.  And, as 
the majority of this year's wells will come on line during the fourth quarter, 
we expect to see production climb to a new peak, setting us up for continued 
industry leading growth into 2005," stated Michael D. Watford, Ultra's 
Chairman, President and CEO. 
 
 
 
                                For the Three-Month        For the Nine-Month 
                                   Period Ended               Period Ended 
                              30-Sep-04    30-Sep-03     30-Sep-04   30-Sep-03 
    Production 
      Oil Production-bbls 
       - WY                     92,820       50,327       241,787      147,919 
      Oil Production-bbls 
       - China                 210,923          ---       210,923          --- 
      Natural Gas - Mcf     11,160,300    6,642,972    29,596,982   18,255,839 
    Gas Equivalent 
     Production - Mcfe      12,982,758    6,944,934    32,313,242   19,143,353 
 
    Realized Product Prices 
      Oil Price - $/bbl 
       - WY                     $42.12       $31.37        $38.83       $31.04 
      Oil Price - $/bbl 
       - China                  $36.72       $  ---        $36.72       $  --- 
      Gas Price - $/Mcf         $ 4.91       $ 4.17        $ 4.87       $ 3.99 
 
    Revenues 
      Oil Revenue - WY      $3,910,036   $1,578,976    $9,387,668   $4,591,912 
      Oil Revenue - China   $7,745,093         $---    $7,745,093         $--- 
      Gas Revenue          $54,786,316  $27,711,651  $144,037,747  $72,835,464 
    Total Revenues         $66,441,445  $29,290,627  $161,170,508  $77,427,376 
 
    Operating costs and 
     expenses 
      Production Costs 
       - WY                  1,574,589      872,364     4,104,257    2,484,784 
      Production Costs 
       - China                 889,000          ---       889,000          --- 
      Severance/Production 
       Taxes                 6,875,586    3,407,541    17,976,082    8,674,351 
      Gathering              3,259,412    1,899,519     8,778,545    5,195,693 
      DD&A - WY              6,676,869    4,033,606    17,573,574   11,091,346 
      DD&A - China           1,031,413          ---     1,031,413          --- 
      General and 
       administrative        1,562,380    1,468,553     4,306,767    4,210,029 
      Stock compensation       150,050          ---       773,573    1,018,220 
      Interest and debt 
       expense                 853,469      747,125     2,802,381    2,151,559 
    Total direct expenses   22,872,768   12,428,708    58,235,592   34,825,982 
 
    Interest and other 
     income                     20,054        6,666        42,698       26,431 
 
    Income Tax - deferred   15,713,357    6,540,598    36,796,518   16,458,292 
 
    Net Income             $27,875,374  $10,327,987   $66,181,096  $26,169,533 
      Per common share 
       - basic                   $0.37        $0.14         $0.88        $0.35 
      Per common share 
       - fully diluted           $0.35        $0.13         $0.83        $0.33 
 
    Cash flow from 
     operations (A)        $51,447,063  $20,902,191  $122,356,174  $54,737,391 
      Per common share 
       - basic                   $0.69        $0.28         $1.63        $0.74 
      Per common share 
       - diluted                 $0.64        $0.27         $1.53        $0.70 
 
    Shares outstanding      75,129,968   74,327,668    75,129,968   74,327,668 
 
    Weighted Average 
     - Basic                75,063,934   74,279,516    74,929,196   74,170,485 
 
    Weighted Average 
     - Diluted              80,090,907   78,537,895    79,957,440   78,335,831 
 
    Costs per Mcfe 
      Production Costs 
       - WY                       0.13         0.13          0.13         0.13 
      Production Costs 
       - China                    0.70          ---          0.70          --- 
      Severance/Production 
       Taxes                      0.53         0.49          0.56         0.45 
      Gathering                   0.25         0.27          0.27         0.27 
    Total Lease Operating         0.97         0.89          0.98         0.85 
 
    DD&A - WY                     0.57         0.58          0.57         0.58 
    DD&A - China                  0.81          ---          0.81          --- 
    General and administrative    0.12         0.21          0.13         0.22 
 
     These statements are unaudited and subject to year-end adjustments. 
 
     (A)  "Cash flow" refers to cash flow from operations before net changes 
          in non-cash working capital. 
 
     Reconciliation of cash flow from operations before change in net working 
     capital. 
 
 
                        Three Months Ended Sep 30    Nine Months Ended Sep 30 
                           2004          2003          2004           2003 
    Net cash provided 
     by operating 
     activities        $59,690,289   $19,607,671   $126,039,475   $52,361,410 
      Accounts payable 
       and accrued 
       liabilities    $(13,157,993)  $(3,865,573)   $(1,783,174)  $(3,341,399) 
      Prepaid expenses 
       and other 
       current assets    $(846,040)   $1,139,602     $2,795,440    $3,373,345 
      Accounts 
       receivable      $13,470,677    $2,748,564    $11,882,168    $3,313,559 
      Inventory        $(1,750,098)         $---    $(5,823,273)         $--- 
      Restricted cash  $       319          $318           $948        $1,044 
      Deferred revenue $(3,436,624)         $---    $(3,436,624)         $--- 
      Other long-term 
       obligations     $(2,523,467)   $1,271,609    $(7,318,786)    $(970,569) 
 
    Cash flow from 
     operations before 
     net change in 
     net changes in 
     working capital   $51,447,063   $20,902,191   $122,356,174   $54,737,391 
 
 
 
    Management believes that the non-GAAP measures of cash flow before changes 
in working capital is useful information to investors because it is widely 
used by professional analysts and sophisticated investors in valuing oil and 
gas companies.  Many other investors use research reports of these analysts in 
making investment decisions. 
 
    Ultra Petroleum is an independent, exploration and production company 
focused on developing its long life natural gas reserves in the Green River 
Basin of Wyoming, and oil reserves in Bohai Bay, offshore China.  Ultra is 
listed on the American Stock Exchange under the ticker "UPL" with 75,137,968 
shares outstanding as of the date of this release. 
 
    The United States Securities and Exchange Commission permits oil and gas 
companies, in their filings 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 may use certain terms in this press release, 
relating to reserves and/or production that the SEC's guidelines strictly 
prohibit us from including in filings with the SEC.  U.S. Investors are urged 
to consider closely the disclosure in our Form 10-K available from us at 
363 North Sam Houston Parkway E., Suite 1200, Houston, TX 77060.  You can also 
obtain this form from the SEC by calling 1-800-SEC-0330. 
 
    This news release includes "forward-looking statements" within the meaning 
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of 
the Securities Exchange Act of 1934, as amended.  The opinions, forecasts, 
projections or other statements, other than statements of historical fact, are 
forward-looking statements.  Although the Company believes that the 
expectations reflected in such forward-looking statements are reasonable, they 
can give no assurance that such expectations will prove to have been correct. 
Certain risks and uncertainties inherent in the Company's businesses are set 
forth in their filings with the Securities and Exchange Commission.  Full 
details regarding the selected financial information provided above will be 
available in the Company's annual report and in the Annual Information form to 
be filed under the cover of Form 10-K. 
 
 
 
SOURCE  Ultra Petroleum Corp. 
    -0-                             10/26/2004 
    /CONTACT:  David Russell, Investor Relations of Ultra Petroleum Corp., 
+1-281-876-0120, Extension 302/ 
    /Photo:  NewsCom: http://www.newscom.com/cgi-bin/prnh/20020226/DATU029LOGO 
             AP Archive:  http://photoarchive.ap.org 
             PRN Photo Desk, photodesk@prnewswire.com / 
    /Web site:  http://www.ultrapetroleum.com / 
    (UPL) 
 
CO:  Ultra Petroleum Corp. 
ST:  Texas 
IN:  OIL 
SU:  ERN