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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                 Date of Report
                                February 24, 2005
                        (Date of earliest event reported)

                              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 File         (I.R.S. Employer
incorporation or organization)           Number)          Identification Number)

                    363 N. Sam Houston Parkway E., Suite 1200
                              Houston, Texas 77060
          (Address of principal executive offices, including zip code)

                                 (281) 876-0120
              (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))

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                Section 5 -- Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

      On February 24, 2005,  F. Fox Benton III, the Chief  Financial  Officer of
Ultra Petroleum  Corp. (the "Company")  tendered his resignation to the Company,
effective  February 25, 2005. On February 25, 2005, the Company issued the press
release attached as Exhibit 99.1 announcing Mr. Benton's resignation.

                 Section 9 -- Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

      (c) Exhibits

      Exhibit Number                   Title of Document
      --------------                   -----------------

          99.1                Press release dated February 25, 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 hereunto duly authorized.

                                              ULTRA PETROLEUM CORP.

February 25, 2005                             By: /s/ David Russell
                                                  -------------------------
                                              Name: David Russell
                                              Title: Director Investor Relations


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                                  Exhibit Index

      Exhibit Number                   Title of Document
      --------------                   -----------------

          99.1                Press release dated February 25, 2005


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