<PAGE>

     As filed with the Securities and Exchange Commission on May 11, 2001

                                                            Registration 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                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                         4600 POST OAK PLACE, SUITE 200
                              Houston, Texas 77027
                                 (713) 622-3311
          (Address of principal executive offices, including zip code)

                                ---------------

               ATP OIL & GAS CORPORATION 1998 STOCK OPTION PLAN;

                   ATP OIL & GAS CORPORATION 2000 STOCK PLAN
                           (Full title of the plans)

                              ALBERT L. REESE, JR.
                SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER
                         4600 POST OAK PLACE, SUITE 200
                              HOUSTON, TEXAS 77027
                    (Name and address of agent for service)

                                 (713) 622-3311
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                             Keith R. Fullenweider
                             Vinson & Elkins L.L.P.
                       2300 First City Tower, 1001 Fannin
                              Houston, Texas 77002
                                 (713) 758-2222

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
                 TITLE OF                                            PROPOSED MAXIMUM       PROPOSED MAXIMUM
             SECURITIES TO BE                  AMOUNT TO BE         OFFERING PRICE PER         AGGREGATE          AMOUNT OF
                REGISTERED                    REGISTERED (1)            SHARE  (2)           OFFERING PRICE    REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                 <C>                        <C>                <C>
Stock Options and Common Stock, $.001 par    4,646,607 shares               $1.40 -$14.00        $46,009,059            $11,502
 value....................................
==================================================================================================================================
(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 2000 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 in accordance with Rule 457(h) under the Securities Act of 1933
    solely for the purpose of calculating the registration fee.  The offering
    price per share and aggregate offering price for the unissued stock options
    and common stock are based upon the average of the high and low prices of
    the Registrant's common stock as reported on The Nasdaq National Market on
    May 8, 2001.  The offering price per share and aggregate offering price for
    the outstanding stock options are based upon the price at which the options
    may be exercised.

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

The chart below illustrates the calculation of the registration fee:

<TABLE>
<CAPTION>
                                                                 OFFERING PRICE              AGGREGATE
             SECURITIES                 NUMBER OF SHARES            PER SHARE              OFFERING PRICE
-----------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                       <C>
Shares issuable pursuant to                  301,787                $ 1.40                  $   422,502
 outstanding stock options under the         344,820                $ 3.85                  $ 1,327,557
 1998 Stock Option Plan and the 2000          20,000                $14.00                  $   280,000
 Stock Plan                                                                                 ----------
                                                                                            $ 2,030,059
-----------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued       3,980,000                $ 1.05                  $43,979,000
 stock options under the 2000 Stock
 Plan
-----------------------------------------------------------------------------------------------------------
Proposed Maximum Offering Price                                                             $46,009,059
-----------------------------------------------------------------------------------------------------------
Registration Fee                                                                            $    11,502
-----------------------------------------------------------------------------------------------------------
</TABLE>

         This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act.  Approximate date of
commencement of proposed sale to the public:  As soon as practicable after this
Registration Statement becomes effective.

                                      -2-
<PAGE>

                                     PART I

ITEM 1.  PLAN INFORMATION.

         Information required by Part I, Item 1 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Information required by Part I, Item 2 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.


                                    PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

  The following documents, which we have filed with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement:

  (a) Our Annual Report on Form 10-K filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") on April 5, 2001, which contains audited financial statements for the
fiscal year ended December 31, 2000, and

  (b) Our Registration Statement on Form S-1, as filed with the SEC on September
18, 2000 and any amendment thereto, and the description of our common stock
contained therein.

  All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered by this prospectus have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
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.

  Certain information incorporated by reference in this Registration Statement
relating to our net proved natural gas and oil reserves and future net cash
flows therefrom is derived from estimates prepared by our independent petroleum
engineering consultants, Ryder Scott Company, L.P. and Schlumberger Holditch-
Reservoir Technologies Consulting Services and is incorporated by reference
herein in reliance upon such firms as experts with respect to such matters.

ITEM 4.  DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation Act
and Article VI of the Restated Bylaws of ATP Oil & Gas Corporation (the
"Company") provide the Company with broad powers and authority to

                                      -3-
<PAGE>

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 Ten of the Company's Amended and Restated Articles of
Incorporation 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 Ten 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 Ten 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 Ten 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.

  Unless otherwise indicated below as being incorporated by reference to another
filing of the Company with the Commission, each of the following exhibits is
filed herewith:

  3.1  Amended and Restated Articles of Incorporation (incorporated by reference
       to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed
       with the Securities and Exchange Commission on December 12, 2000).

  3.2  Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
       to the Company's Registration Statement on Form S-1 filed with the
       Securities & Exchange Commission on December 12, 2000).

  4.1  Specimen Common Stock Certificate (incorporated by reference to Exhibit
       4.1 to the Company's Registration Statement on Form S-1 filed with the
       Securities and Exchange Commission on September 18, 2000).

  4.2  ATP Oil & Gas Corporation 2000 Stock Plan (incorporated by reference to
       Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the
       Securities and Exchange Commission on April 5, 2001).

  4.3  ATP Oil & Gas Corporation 1998 Stock Option Plan (incorporated by
       reference to Exhibit 10.9 to the Company's Registration Statement on Form
       S-1 filed with the Securities & Exchange Commission on September 18,
       2000).

  4.4  First Amendment to the ATP Oil & Gas Corporation 1998 Stock Option Plan
       (incorporated by reference to Exhibit 10.10 to the Company Registration
       Statement on Form S-1 filed with the Securities & Exchange Commission on
       September 18, 2000).

  4.5  Second Amendment to ATP Oil & Gas Corporation 1998 Stock Option Plan.

  5.1  Opinion of Vinson & Elkins L.L.P.

  23.1 Consent of KPMG LLP.

  23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

                                      -4-
<PAGE>

  23.3 Consent of Ryder Scott Company, L.P.

  23.4 Consent of Schlumberger Holditch-Reservoir Technologies Consulting
       Services.

  24.1 Powers of Attorney (included on the signature page to this registration
       statement).



                                  UNDERTAKINGS

  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:

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

       (b) 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;

       (c) 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 paragraphs (1)(a) and (1)(b) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed 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.

     (4) 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.

     (5) 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,

                                      -5-
<PAGE>

  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.

                                      -6-
<PAGE>

                                   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 10th day of May 2001.

                                 ATP OIL & GAS CORPORATION


                                 By:  /s/ Albert L. Reese, Jr.
                                      ------------------------
                                      Albert L. Reese, Jr.
                                      Senior Vice President and Chief Financial
                                      Officer

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Albert L. Reese, Jr. as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
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 other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and anything appropriate or
necessary to be done, as fully and for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent 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 and on the
10th day of May, 2001.

<TABLE>
<CAPTION>
               SIGNATURE                                                       TITLE
----------------------------------------                 -------------------------------------------------
<S>                                                      <C>
/s/ T. Paul Bulmahn                                      Chairman, President and Director
----------------------------------------                 (Principal Executive Officer)
    T. Paul Bulmahn

 /s/ Albert L. Reese, Jr.                                Senior Vice President and Chief Financial Officer
----------------------------------------
     Albert L. Reese, Jr.

/s/ Keith R. Godwin                                      Vice President and Controller
----------------------------------------                 (Principal Accounting Officer)
    Keith R. Godwin

/s/ Carol E. Overbey                                     Director
----------------------------------------
    Carol E. Overbey

/s/ Gerard Swonke                                        Director
----------------------------------------
    Gerard Swonke

/s/ Arthur H. Dilly                                      Director
----------------------------------------
    Arthur H. Dilly

/s/ Robert C. Thomas                                     Director
----------------------------------------
    Robert C. Thomas

/s/ Walter Wendlandt                                     Director
----------------------------------------
    Walter Wendlandt
</TABLE>

                                      -7-
<PAGE>

                               INDEX TO EXHIBITS

  3.1  Amended and Restated Articles of Incorporation (incorporated by reference
       to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed
       with the Securities and Exchange Commission on December 12, 2000).

  3.2  Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
       to the Company's Registration Statement on Form S-1 filed with the
       Securities & Exchange Commission on December 12, 2000).

  4.1  Specimen Common Stock Certificate (incorporated by reference to Exhibit
       4.1 to the Company's Registration Statement on Form S-1 filed with the
       Securities and Exchange Commission on September 18, 2000).

  4.2  ATP Oil & Gas Corporation 2000 Stock Plan (incorporated by reference to
       Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the
       Securities and Exchange Commission on April 5, 2001).

  4.3  ATP Oil & Gas Corporation 1998 Stock Option Plan (incorporated by
       reference to Exhibit 10.9 to the Company Registration Statement on Form
       S-1 filed with the Securities & Exchange Commission on September 18,
       2000).

  4.4  First Amendment to the ATP Oil & Gas Corporation 1998 Stock Option Plan
       (incorporated by reference to Exhibit 10.10 to the Company Registration
       Statement on Form S-1 filed with the Securities & Exchange Commission on
       September 18, 2000).

  4.5  Second Amendment to ATP Oil & Gas Corporation 1998 Stock Option Plan.

  5.1  Opinion of Vinson & Elkins L.L.P.

  23.1 Consent of KPMG LLP.

  23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

  23.3 Consent of Ryder Scott Company, L.P.

  23.4 Consent of Schlumberger Holditch-Reservoir Technologies Consulting
       Services.

  24.1 Powers of Attorney (included on the signature page to this
       registration statement).

                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "STOCK OPTION PLANS", "secsgml_size_bytes": 23504}]
{"company-data": {"conformed-name": "ATP OIL & GAS CORP", "cik": "0001123647", "assigned-sic": "1311", "irs-number": "760362774", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60762", "film-number": "1630761"}, "business-address": {"street1": "4600 POST OAK PL", "street2": "STE 200", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7136223311"}, "mail-address": {"street1": "4600 POST OAK PLACE", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
As filed with the Securities and Exchange Commission on May 11, 2001

                                                            Registration 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                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                         4600 POST OAK PLACE, SUITE 200
                              Houston, Texas 77027
                                 (713) 622-3311
          (Address of principal executive offices, including zip code)

                                ---------------

               ATP OIL & GAS CORPORATION 1998 STOCK OPTION PLAN;

                   ATP OIL & GAS CORPORATION 2000 STOCK PLAN
                           (Full title of the plans)

                              ALBERT L. REESE, JR.
                SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER
                         4600 POST OAK PLACE, SUITE 200
                              HOUSTON, TEXAS 77027
                    (Name and address of agent for service)

                                 (713) 622-3311
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                             Keith R. Fullenweider
                             Vinson & Elkins L.L.P.
                       2300 First City Tower, 1001 Fannin
                              Houston, Texas 77002
                                 (713) 758-2222

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                 TITLE OF                                            PROPOSED MAXIMUM       PROPOSED MAXIMUM
             SECURITIES TO BE                  AMOUNT TO BE         OFFERING PRICE PER         AGGREGATE          AMOUNT OF
                REGISTERED                    REGISTERED (1)            SHARE  (2)           OFFERING PRICE    REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock, $.001 par    4,646,607 shares               $1.40 -$14.00        $46,009,059            $11,502
 value....................................
==================================================================================================================================
(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 2000 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 in accordance with Rule 457(h) under the Securities Act of 1933
    solely for the purpose of calculating the registration fee.  The offering
    price per share and aggregate offering price for the unissued stock options
    and common stock are based upon the average of the high and low prices of
    the Registrant's common stock as reported on The Nasdaq National Market on
    May 8, 2001.  The offering price per share and aggregate offering price for
    the outstanding stock options are based upon the price at which the options
    may be exercised.

----------------------------------------------------------------------------------------------------------------------------------
The chart below illustrates the calculation of the registration fee:
OFFERING PRICE              AGGREGATE
             SECURITIES                 NUMBER OF SHARES            PER SHARE              OFFERING PRICE
-----------------------------------------------------------------------------------------------------------
Shares issuable pursuant to                  301,787                $ 1.40                  $   422,502
 outstanding stock options under the         344,820                $ 3.85                  $ 1,327,557
 1998 Stock Option Plan and the 2000          20,000                $14.00                  $   280,000
 Stock Plan                                                                                 ----------
                                                                                            $ 2,030,059
-----------------------------------------------------------------------------------------------------------
Shares issuable pursuant to unissued       3,980,000                $ 1.05                  $43,979,000
 stock options under the 2000 Stock
 Plan
-----------------------------------------------------------------------------------------------------------
Proposed Maximum Offering Price                                                             $46,009,059
-----------------------------------------------------------------------------------------------------------
Registration Fee                                                                            $    11,502
-----------------------------------------------------------------------------------------------------------
This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act.  Approximate date of
commencement of proposed sale to the public:  As soon as practicable after this
Registration Statement becomes effective.

                                      -2-
PART I

ITEM 1.  PLAN INFORMATION.

         Information required by Part I, Item 1 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Information required by Part I, Item 2 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                    PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

  The following documents, which we have filed with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement:

  (a) Our Annual Report on Form 10-K filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") on April 5, 2001, which contains audited financial statements for the
fiscal year ended December 31, 2000, and

  (b) Our Registration Statement on Form S-1, as filed with the SEC on September
18, 2000 and any amendment thereto, and the description of our common stock
contained therein.

  All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered by this prospectus have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
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.

  Certain information incorporated by reference in this Registration Statement
relating to our net proved natural gas and oil reserves and future net cash
flows therefrom is derived from estimates prepared by our independent petroleum
engineering consultants, Ryder Scott Company, L.P. and Schlumberger Holditch-
Reservoir Technologies Consulting Services and is incorporated by reference
herein in reliance upon such firms as experts with respect to such matters.

ITEM 4.  DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation Act
and Article VI of the Restated Bylaws of ATP Oil & Gas Corporation (the
"Company") provide the Company with broad powers and authority to

                                      -3-
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 Ten of the Company's Amended and Restated Articles of
Incorporation 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 Ten 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 Ten 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 Ten 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.

  Unless otherwise indicated below as being incorporated by reference to another
filing of the Company with the Commission, each of the following exhibits is
filed herewith:

  3.1  Amended and Restated Articles of Incorporation (incorporated by reference
       to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed
       with the Securities and Exchange Commission on December 12, 2000).

  3.2  Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
       to the Company's Registration Statement on Form S-1 filed with the
       Securities & Exchange Commission on December 12, 2000).

  4.1  Specimen Common Stock Certificate (incorporated by reference to Exhibit
       4.1 to the Company's Registration Statement on Form S-1 filed with the
       Securities and Exchange Commission on September 18, 2000).

  4.2  ATP Oil & Gas Corporation 2000 Stock Plan (incorporated by reference to
       Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the
       Securities and Exchange Commission on April 5, 2001).

  4.3  ATP Oil & Gas Corporation 1998 Stock Option Plan (incorporated by
       reference to Exhibit 10.9 to the Company's Registration Statement on Form
       S-1 filed with the Securities & Exchange Commission on September 18,
       2000).

  4.4  First Amendment to the ATP Oil & Gas Corporation 1998 Stock Option Plan
       (incorporated by reference to Exhibit 10.10 to the Company Registration
       Statement on Form S-1 filed with the Securities & Exchange Commission on
       September 18, 2000).

  4.5  Second Amendment to ATP Oil & Gas Corporation 1998 Stock Option Plan.

  5.1  Opinion of Vinson & Elkins L.L.P.

  23.1 Consent of KPMG LLP.

  23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

                                      -4-
23.3 Consent of Ryder Scott Company, L.P.

  23.4 Consent of Schlumberger Holditch-Reservoir Technologies Consulting
       Services.

  24.1 Powers of Attorney (included on the signature page to this registration
       statement).

                                  UNDERTAKINGS

  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:

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

       (b) 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;

       (c) 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 paragraphs (1)(a) and (1)(b) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed 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.

     (4) 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.

     (5) 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,

                                      -5-
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.

                                      -6-
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 10th day of May 2001.

                                 ATP OIL & GAS CORPORATION

                                 By:  /s/ Albert L. Reese, Jr.
                                      ------------------------
                                      Albert L. Reese, Jr.
                                      Senior Vice President and Chief Financial
                                      Officer

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Albert L. Reese, Jr. as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
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 other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and anything appropriate or
necessary to be done, as fully and for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent 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 and on the
10th day of May, 2001.
SIGNATURE                                                       TITLE
----------------------------------------                 -------------------------------------------------
/s/ T. Paul Bulmahn                                      Chairman, President and Director
----------------------------------------                 (Principal Executive Officer)
    T. Paul Bulmahn

 /s/ Albert L. Reese, Jr.                                Senior Vice President and Chief Financial Officer
----------------------------------------
     Albert L. Reese, Jr.

/s/ Keith R. Godwin                                      Vice President and Controller
----------------------------------------                 (Principal Accounting Officer)
    Keith R. Godwin

/s/ Carol E. Overbey                                     Director
----------------------------------------
    Carol E. Overbey

/s/ Gerard Swonke                                        Director
----------------------------------------
    Gerard Swonke

/s/ Arthur H. Dilly                                      Director
----------------------------------------
    Arthur H. Dilly

/s/ Robert C. Thomas                                     Director
----------------------------------------
    Robert C. Thomas

/s/ Walter Wendlandt                                     Director
----------------------------------------
    Walter Wendlandt
-7-
INDEX TO EXHIBITS

  3.1  Amended and Restated Articles of Incorporation (incorporated by reference
       to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed
       with the Securities and Exchange Commission on December 12, 2000).

  3.2  Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
       to the Company's Registration Statement on Form S-1 filed with the
       Securities & Exchange Commission on December 12, 2000).

  4.1  Specimen Common Stock Certificate (incorporated by reference to Exhibit
       4.1 to the Company's Registration Statement on Form S-1 filed with the
       Securities and Exchange Commission on September 18, 2000).

  4.2  ATP Oil & Gas Corporation 2000 Stock Plan (incorporated by reference to
       Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the
       Securities and Exchange Commission on April 5, 2001).

  4.3  ATP Oil & Gas Corporation 1998 Stock Option Plan (incorporated by
       reference to Exhibit 10.9 to the Company Registration Statement on Form
       S-1 filed with the Securities & Exchange Commission on September 18,
       2000).

  4.4  First Amendment to the ATP Oil & Gas Corporation 1998 Stock Option Plan
       (incorporated by reference to Exhibit 10.10 to the Company Registration
       Statement on Form S-1 filed with the Securities & Exchange Commission on
       September 18, 2000).

  4.5  Second Amendment to ATP Oil & Gas Corporation 1998 Stock Option Plan.

  5.1  Opinion of Vinson & Elkins L.L.P.

  23.1 Consent of KPMG LLP.

  23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

  23.3 Consent of Ryder Scott Company, L.P.

  23.4 Consent of Schlumberger Holditch-Reservoir Technologies Consulting
       Services.

  24.1 Powers of Attorney (included on the signature page to this
       registration statement).

                                      -8-