SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Check the appropriate box:

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[_] CONFIDENTIAL, FOR USE OF THE
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RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

ATP OIL & GAS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Rule 14a-6(i)(3).

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Notes:

[ATP OIL & GAS CORPORATION LOGO]

Notice of Annual Meeting
Of Stockholders and
Proxy Statement

June 14, 2002
Courtyard by Marriott
3131 West Loop South
Houston, Texas 77027

ATP Oil & Gas Corporation
4600 Post Oak Place, Suite 200
Houston, Texas 77027

Notice of Annual Meeting of Shareholders

To Be Held June 14, 2002

Dear Shareholder:

You are cordially invited to attend the 2002 Annual Meeting of Shareholders
(the "Annual Meeting") of ATP Oil & Gas Corporation, a Texas corporation (the
"Company"), which will be held on June 14, 2002 at 10:00 a.m., local time, at
Courtyard by Marriott, 3131 West Loop South, Houston, Texas 77027. The Annual
Meeting will be held for the following purposes:

1. To elect two Directors to serve until the 2005 Annual Meeting of
Shareholders.

2. To ratify the appointment of KPMG LLP as independent auditors of the
Company for the fiscal year ending December 31, 2002.

3. To transact such other business as may properly come before such
meeting or any adjournment(s) or postponement(s) thereof.

The close of business on April 30, 2002 has been fixed as the record date
for the determination of shareholders entitled to receive notice of and to
vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof.

Whether or not you plan to attend the Annual Meeting, we ask that you sign
and return the enclosed proxy as promptly as possible to ensure that your
shares will be represented. A self-addressed envelope has been enclosed for
your convenience. If you attend the meeting, you may withdraw any previously
given proxy and vote your shares in person.

By Order of the Board of Directors,
/s/ Carol E. Overbey
CAROL E. OVERBEY
Corporate Secretary
May 14, 2002

ATP Oil & Gas Corporation
4600 Post Oak Place, Suite 200
Houston, Texas 77027
(713) 622-3311

----------------
Proxy Statement

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

Solicitation and Revocability of Proxies

The enclosed proxy is solicited by and on behalf of the Board of Directors
(the "Board") of ATP Oil & Gas Corporation, a Texas corporation (the
"Company"), for use at the 2002 Annual Meeting of Shareholders (the "Annual
Meeting") to be held on June 14, 2002 at 10:00 a.m., local time, at Courtyard
by Marriott, 3131 West Loop South, Houston, Texas 77027, or at any
adjournment(s) or postponement(s) thereof. The solicitation of proxies by the
Board of Directors will be conducted primarily by mail. Mellon Investor
Services has been retained to assist the Company in the solicitation of
proxies in connection with the Annual Meeting for a fee of $ 12,000, plus out-
of-pocket expenses. In addition, officers, Directors and employees of the
Company may solicit proxies personally or by telephone, telegram or other
forms of wire or facsimile communication. The Company will reimburse brokers,
custodians, nominees and fiduciaries for reasonable expenses incurred by them
in forwarding proxy material to beneficial owners of common stock (the "Common
Stock") of the Company. The costs of the solicitation will be borne by the
Company. This proxy statement and the form of proxy were first mailed to
shareholders of the Company on or about May 14, 2002.

The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy (a) by the execution and submission
of a revised proxy, (b) by written notice to the Secretary of the Company or
(c) by voting in person at the Annual Meeting. In the absence of such
revocation, shares represented by the proxies will be voted at the Annual
Meeting.

At the close of business on April 30, 2002, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding 20,312,648 shares of Common Stock, each share
of which is entitled to one vote. Common Stock is the only class of
outstanding securities of the Company entitled to notice of and to vote at the
Annual Meeting.

The Company's annual report to shareholders for the year ended December 31,
2001, including financial statements, is being mailed with this proxy
statement to all shareholders entitled to vote at the Annual Meeting. The
annual report does not constitute a part of this proxy soliciting material.

Item 1 on Proxy Card: Election of Two Directors

Two Directors are to be elected at the Annual Meeting. The Company's Bylaws
provide for a classified Board of Directors, divided into Classes I, II and
III. The terms of office are staggered three year terms which are currently
scheduled to expire on the dates of the Company's Annual Meetings of
Shareholders in 2002 (Class II), 2003 (Class III), and 2004 (Class I). The two
nominees are to be elected to Class II for a three-year term expiring at the
Company's annual meeting of shareholders in 2005. The Board's nominees for the
two Class II Directors to be elected at the 2002 Annual meeting are Mr. Chris
A. Brisack and incumbent Director Mr. Walter Wendlandt.

The Board of Directors recommends voting "For" the election of each of the
Director nominees.

A plurality of the votes cast in person or by proxy by the holders of
Common Stock is required to elect a Director. Accordingly, under the Texas
Business Corporation Act ("TBCA") and the Company's Bylaws, abstentions and
broker non-votes would have no effect on the election of Directors assuming a
quorum is present

or represented by proxy at the Annual Meeting. A broker non-vote occurs if a
broker or other nominee does not have discretionary authority and has not
received instructions with respect to a particular item. Shareholders may not
cumulate their votes in the election of Directors.

Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted FOR the election of the nominees listed below.
Although the Board of Directors does not contemplate that any of the nominees
will be unable to serve, if such a situation arises prior to the Annual
Meeting, the persons named in the enclosed proxy will vote for the election of
such other person(s) as may be nominated by the Board of Directors.

The following table sets forth information regarding the names, ages and
principal occupations of the nominees and Directors, Directorships in other
companies held by them and the length of continuous service as a Director of
the Company:

Nominees for Election at the Annual Meeting

Director
Class II Directors Principal Occupation and Directorships Since Age
------------------ -------------------------------------------- -------- ---

Chris A. Brisack.. Director of ATP Energy, Inc. since 1995; Nominee 43
Partner in Norquest & Brisack, LLP; of
Counsel to the law firm of Rodriguez, Colvin
& Chaney, LLP; Board Member of Texas State
Library & Archives Commission, appointed by
Governor George W. Bush.
Walter Wendlandt.. Director of the Company since 2001; Former 2001 72
Director, Railroad Commission of Texas (18
years); Sole Practitioner, Attorney at Law.

Continuing Directors

Class III Director
Directors Principal Occupation and Directorships Since Age
------------------ -------------------------------------------- -------- ---

Robert C. Thomas.. Director of the Company; Former Chairman and 2001 73
CEO of Tenneco Gas; Chairman of the Board,
The Sarkeys Energy Center of the University
of Oklahoma; Director, PetroCorp
Incorporated; Advisory Director, Pride
International, Inc.
Arthur H. Dilly... Director of the Company; Former Executive 2001 72
Secretary, Board of Regents of the
University of Texas System; Chairman and
Chief Executive Officer, Austin Geriatrics
Center.

Director
Class I Directors Principal Occupation and Directorships Since Age
------------------ ------------------------------------------ -------- ---

T. Paul Bulmahn... President and Chairman of the Company. 1991 58
Gerard J. Swonke.. Director of the Company; Of Counsel to the 1995 57
law firm of McConn & Williams, L.L.P.

Ms. Carol E. Overbey, who has ably served as a Director since our founding,
has decided not to stand for re-election as a Director. The Board appreciates
her service and dedication to the Company during its development stages.

Each of the nominees and Directors named above has been engaged in the
principal occupation set forth opposite his name for the past five years
except as set forth in the following biographies:

Chris A. Brisack (BS cum laude, JD) has served as a Director of ATP Energy,
Inc. since its creation in May, 1995. He also served as a Director of ATP Oil
& Gas Corporation from 1991 until 1995. Mr. Brisack is a partner in the law
firm of Norquest & Brisack, LLP. He is also Of Counsel to the law firm of
Rodriguez, Colvin

& Chaney, LLP. He was appointed by Governor George W. Bush and currently
serves on the Texas State Library and Archives Commission. He was Chairman of
Special Olympics (Rio Grande Valley) and Leadership Edinburg, and was elected
three times as Chairman of the Hidalgo County Republican Party. After
finishing law school, he served as law clerk to United States District Court
Judge Ricardo Hinojosa, in the Southern District of Texas. Governor Bush twice
named Mr. Brisack to the Honorary Inaugural Committee.

Walter Wendlandt (BS--Mechanical Engineering, JD) has served as a Director
since January 2001. He was Director, Railroad Commission of Texas for a total
of eighteen years during the period from 1961 to 1985. Mr. Wendlandt has been
a sole practitioner of law since 1984. He served as a Trustee of the Augustana
Annuity Trust from 1964 to 1992, a Director of the Georgetown Railroad from
1979 to 1982, and Director of Lamar Savings Association in 1989. He
additionally has served as President, National Conference of State
Transportation Specialists; Chairman, State Bar Committee on Public Utilities
Law; and was a member for six years of the Technical Pipeline Safety Standards
Committee of the U.S. Department of Transportation.

Robert C. Thomas (BS--Geological Engineering) has served as a Director
since January 2001. Since 1994, Mr. Thomas has served as Chairman of the Board
of The Sarkeys Energy Center of the University of Oklahoma and as a Senior
Associate with Cambridge Energy Research Associates, an independent energy
consulting firm. Additionally, between 1998 and 2001 he served as Vice
Chairman of the Gas Research Institute Advisory Council (now Gas Technology
Institute). In 1994, Mr. Thomas stepped down as Chairman and Chief Executive
Officer of Tenneco Gas when he reached mandatory retirement age after thirty-
eight years with Tenneco beginning in 1956. He was elected president of
Tenneco Gas in 1983 and chairman and chief executive officer in 1990. He was
with Tenneco's domestic exploration and production operations until 1970 when
he was elected Vice President of Tenneco Oil Company's Canadian subsidiary
with responsibility for all engineering, drilling, processing plant and
production operations. Mr. Thomas is a member of the Board of Directors of
PetroCorp Incorporated and an Advisory Director of Pride International, Inc.
He was in 2001 immediate past Chairman of the Board of Directors of the YMCA
of the Greater Houston Area and President of the Board of Directors of Houston
Hospice. He additionally has served on the Board of Governors of The Houston
Forum. Mr. Thomas has also served over 10 years on each of the following Board
of Directors: The Interstate Natural Gas Association of America, the American
Gas Association, Gas Research Institute, and the Institute of Gas Technology.
From 1989 to 1994 he was a member of the National Petroleum Council and served
as a Vice President of the International Association of LNG Importers
headquartered in Paris.

Arthur H. Dilly (BA with honors, MA) has served as a Director since January
2001. From 1981 to 1998, Mr. Dilly served as Executive Secretary of the Board
of Regents of the University of Texas System. He currently serves as Chairman
and Chief Executive Officer of Austin Geriatrics Center, Inc., a corporation
providing housing and support services for the low income elderly, a post he
has held since 1990. He has served as Vice Chairman of the Board of Directors
of the Shivers Cancer Foundation, a nonprofit organization providing patient
support services and education, since 1998. From 1978 to 1981, he was
Executive Director for Development, The University of Texas System.

T. Paul Bulmahn (BA, JD, MBA) has served as the Company's Chairman and
President since he founded the company in 1991. In 1991, he was elected
Chairman, Houston Bar Association Oil, Gas and Mineral Law Section, and in
1992 he was elected to serve for a three year term on the Oil & Gas Council of
the State Bar of Texas. From 1988 to 1991, Mr. Bulmahn served as President and
Director of Harbert Oil & Gas Corporation. From 1984 to 1988, Mr. Bulmahn
served as Vice President, General Counsel of Plumb Oil Company. From 1978 to
1984, Mr. Bulmahn served as counsel for Tenneco's interstate gas pipelines and
as regulatory counsel in Washington, D.C. From 1973 to 1978, Mr. Bulmahn
served the Railroad Commission of Texas, the Public Utility Commission and the
Interstate Commerce Commission as an administrative law judge. He has chaired
various oil and gas industry seminars, including "Marginal Offshore Field
Development" in 1996 and the "Upstream Oil and Gas E-Business Conference" in
2000, and has been a faculty lecturer in natural gas regulations. In June
2000, Mr. Bulmahn was selected Entrepreneur Of The Year 2000 in Energy &
Energy Services by Ernst & Young LLP.

Gerard J. Swonke (BA--Economics, JD) has served as a Director since 1995.
In November of 2001 he joined the law firm of McConn & Williams, L.L.P. Of
Counsel. Between 1985 and 2001, he was Of Counsel to the law firm of
Greenberg, Peden, Siegmeyer & Oshman, P.C. With both firms he engaged in
representing domestic and international oil and gas clients in contract
drafting and negotiations, including in Indonesia, Africa and the North Sea.
From 1975 to 1985 he was Counsel for Aminoil, Inc. with responsibility for
onshore and offshore matters. From 1967 to 1974 when he received his law
degree he was Controller for Automated Systems Corporation with responsibility
for corporate accounting and preparation of financial statements and corporate
tax returns.

Security Ownership of Certain Beneficial Owners

The following table presents information regarding beneficial ownership of
our Common Stock as of February 15, 2002, by:

. each known beneficial owner of more than 5% of our Common Stock;

. each of our Directors and nominee for Director;

. the persons named in our 2001 Summary Compensation Table; and

. all of our current officers and Directors as a group.

Percentage
Shares of
Beneficially Beneficial
Beneficial Owner Owned Ownership
- ---------------- ------------ ----------

T. Paul Bulmahn......... 9,014,667 44.38
Gerald W. Schlief....... 3,494,433 17.20
Carol E. Overbey........ 1,117,738 5.50
Albert L. Reese, Jr..... 614,676 3.03
Leland Tate (1)......... 29,762 0.15
Ross Frazer (1)......... 19,524 0.10
Arthur H. Dilly (2)..... 5,000 0.02
Gerard J. Swonke (2).... 5,000 0.02
Robert C. Thomas (2).... 15,000 0.06
Walter Wendlandt (2).... 5,000 0.02
Chris A. Brisack
(Nominee).............. 0 0
All officers and
Directors as a group,
13 persons (3)......... 14,422,166 71.00

- --------
(1) Includes shares that may be acquired as of February 9, 2002 through the
exercise of stock options.
(2) Includes options to purchase 5,000 shares at an exercise price of $14.00
per share, the price paid by the public in our initial public offering
which we granted to our non-employee Directors upon the close of our
initial public offering.
(3) Includes 118,810 shares that may be acquired through the exercise of
stock options.

Directors' Meetings and Committees of the Board of Directors

The Company's Board of Directors held six meetings during 2001. Each
Director attended at least 75% of the aggregate total meetings of the Board of
Directors and the committees on which such Director served during his tenure
of service.

Audit Committee. The Audit Committee currently consists of Messrs. Swonke,
Thomas and Wendlandt. The primary purpose of the Committee is to assist the
Board in monitoring:

. the integrity of the Company's financial reporting process and systems of
internal controls regarding finance, accounting and legal and regulatory
compliance; and

. the independence and performance of the Company's independent auditors
and any internal audit function that may be utilized in the future.

During 2001, the Audit Committee held five meetings. The report of the
Audit Committee is set forth on Page 5.

Compensation Committee. The compensation committee consists of Messrs.
Thomas, Dilly and Swonke. This committee's responsibilities include:

. administering and granting awards under our 2000 Stock Plan;

. reviewing the compensation of our President and recommendations of the
President as to appropriate compensation for our other executive officers
and key personnel;

. examining periodically our general compensation structure; and

. supervising our pension and compensation plans.

During 2001 the Compensation Committee had two meetings. The report of the
Compensation Committee is set forth on Page 10.

Report of the Audit Committee

The Audit Committee is governed by a restated charter adopted by the Board
of Directors onMay 10, 2001. A copy of the charter is attached to this Proxy
Statement as Annex A. The Audit Committee's primary duties and
responsibilities include:

. recommending annually to our Board of Directors the selection of our
independent public accountants;

. reviewing and approving the scope of our independent public accountants'
audit activity and the extent of non-audit services;

. reviewing with management and the independent public accountants the
adequacy of our basic accounting systems and the effectiveness of our
internal audit plan and activities;

. reviewing our financial statements with management and the independent
public accountants and exercising general oversight of our financial
reporting process; and

. reviewing our litigation and other legal matters that may affect our
financial condition and monitoring compliance with our business ethics
and other policies.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and for
issuing a report thereon. The Audit Committee's responsibility is to monitor
and oversee these processes.

The Audit Committee held five meetings during fiscal 2001. During these
meetings, the Audit Committee reviewed and discussed the Company's financial
statements with management and KPMG LLP ("KPMG"), its independent certified
public accountants.

The Audit Committee reviewed and discussed the audited financial statements
of the Company for the fiscal year ended December 31, 2001 with the Company's
management and management represented to the Audit Committee that the
Company's financial statements were prepared in accordance with accounting
principles generally accepted in the United States. The Audit Committee
discussed with KPMG matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees).

The Audit Committee received the written disclosures and the letter from
KPMG required by Independence Standards Board Standard No. 1 (Independence
Discussion with Audit Committees), and the Audit Committee

discussed with KPMG their independence from the Company. The Audit Committee
considered the non-audit services provided by KPMG and determined that the
services provided are compatible with maintaining KPMG's independence. The
total fees paid to KPMG for fiscal 2001 include audit fees of $247,100, fees
for assurance services of $31,350 and tax fees of $20,570.

Based on the Audit Committee's discussions with management and the
independent accountants and the Audit Committee's review of the representation
of management and the report of the independent accountants to the Audit
Committee, the Audit Committee recommended to the Board of Directors that the
Company's audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 for filing
with the Securities and Exchange Commission.

Each of the members of the Audit Committee listed below is independent as
defined under the listing standards of the National Association of Securities
Dealers.

Audit Committee

Gerard J. Swonke, Chairman
Robert C. Thomas
Walter Wendlandt

Compensation of Directors

Upon the closing of our initial public offering in February 2001, we
granted to each of our non-employee Directors options to purchase 5,000 shares
of common stock at an exercise price of $14.00 per share, the price paid by
the public in our initial public offering, for serving as a member of our
board of Directors. In addition, each outside Director receives $2,000 per
board meeting and $500 per committee meeting attended and is reimbursed for
expenses incurred. Directors who are our employees will not receive cash
compensation for their services as Directors or members of committees of the
Board.

Section 16 Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, Directors and persons who own more than 10% of the Common Stock to
file reports of ownership and changes in ownership concerning the Common Stock
with the SEC and to furnish the Company with copies of all Section 16(a) forms
they file. Based upon the Company's review of the Section 16(a) filings that
have been received by the Company, the Company believes that all filings
required to be made under Section 16(a) during 2001 were timely made.

Executive Compensation

The following table sets forth information regarding the compensation of
our President and each of our four other most highly compensated executive
officers for the years ended December 31, 2001 and 2000.

Summary Compensation Table

Annual Compensation
----------------------- All Other
Name and Principal Position Year Salary Bonus Compensation (1)
- --------------------------- ---- ------- ------- ----------------

T. Paul Bulmahn (2).................... 2001 190,000 24,373 5,100
Chairman and President 2000 155,600 85,800 5,300

Gerald W. Schlief (2).................. 2001 175,000 20,789 5,100
Senior Vice President 2000 156,900 31,400 5,300

Albert L. Reese, Jr.................... 2001 150,000 14,185 4,926
Senior Vice President 2000 125,000 123,800 4,400

Leland E. Tate......................... 2001 162,500 4,300 4,125
Sr. Vice President, Operations 2000(3) 55,192 3,000 0

G. Ross Frazer ........................ 2001 155,000 4,300 3,900
Vice President Engineering 2000(3) 59,135 0 0

- --------
(1) Consists of matching contributions to our 401k savings plan.
(2) In 2000, Mr. Bulmahn and Mr. Schlief each received overriding royalty
interests in one of our properties at the time we acquired our interest in
the property. In connection with their receiving these interests, we
recorded a non-cash charge of $0.3 million in 2000. These overriding
royalty interests entitle the holder to receive a designated percentage of
the net revenue during the life of the property. Our officers received
these interests for their contributions to our growth during our early
years. We do not expect our officers to receive such interests in the
future.
(3) Mr. Tate and Mr. Frazer joined ATP in August 2000, and their salary and
bonus amounts reflect their employment with ATP from August through
December of that year.

Stock Options

The following table presents information concerning options granted to the
named executive officers during the year ended December 31, 2001:

Individual Grants
------------------------------------------
Potential
Realizable Value
% of at Assumed Annual
Total Rates of Stock
Number of Options Price
Shares Granted Exercise Appreciation For
Underlying to or Base Option Term (2)
Options Employees Price Per Expiration -----------------
Name Granted (1) in 2001 Share Date 5% 10%
- ---- ----------- --------- --------- ---------- -------- --------

Leland E. Tate.... 100,000 9.1% $11.40 7/1/2006 $314,961 $695,981
G. Ross Frazer.... 50,000 4.6% $11.40 7/1/2006 $157,480 $347,991

- --------
(1) The options were granted on May 17, 2001. Under our 2000 Stock Option
Plan, one fourth of the options vest on each of July 1, 2002, 2003, 2004
and 2005.
(2) In accordance with the rules of the Securities and Exchange Commission,
shown are the gains or "option spreads" that would exist for the
respective options granted. These gains are based on the assumed rates of
annual compound stock price appreciation of 5% and 10% from the date the
option was granted over the full option term. The closing stock price on
the date of grant was equal to $11.40. These assumed annual compound rates
of stock price appreciation are mandated by the rules of the Securities
and Exchange Commission and do not represent our estimate or projection of
our future common stock prices.

Stock Option Exercises and Fiscal Year-End Values

The following table contains certain information with respect to the named
executive officers concerning options exercised during 2001 and the value of
unexercised options at December 31, 2001:

Number of Securities
Underlying Unexercised Value of Unexercised In-
Shares Options at the-Money Options at
Acquired December 31, 2001 December 31, 2001(1)
on Value ------------------------- -------------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------- -------- ----------- ------------- ----------- -------------

Leland E. Tate.......... 0 $ 0 29,762 159,524 $ 0 $ 0
G. Ross Frazer.......... 0 $ 0 13,095 76,191 $ 0 $ 0

- --------
(1) Based on the closing price on the NASDAQ National Market for Common Stock
on December 31, 2001 ($2.98 per share).

2000 Stock Plan

Our board of Directors and our shareholders have adopted the 2000 Stock
Plan. The purpose of the plan is to provide Directors, employees and
consultants of ATP and its subsidiaries additional incentive and reward
opportunities designed to enhance the profitable growth of our company. The
plan provides for the granting of incentive stock options intended to qualify
under Section 422 of the Internal Revenue Code, options that do not constitute
incentive stock options and restricted stock awards. The plan is administered
by the compensation committee of our board of Directors. In general, the
compensation committee is authorized to select the recipients of awards and
the terms and conditions of those awards.

The number of shares of common stock that may be issued under the plan will
not exceed 4,000,000 shares, subject to adjustment to reflect stock dividends,
stock splits, recapitalizations and similar changes in our capital structure.
Shares of common stock which are attributable to awards which have expired,
terminated or been canceled or forfeited are available for issuance or use in
connection with future awards. The maximum number of shares of common stock
that may be subject to awards granted under the plan to any one individual
during the term of the plan will not exceed 50% of the aggregate number of
shares that may be issued under the plan.

The price at which a share of common stock may be purchased upon exercise of
an option granted under the plan will be determined by the compensation
committee but (a) in the case of an incentive stock option, such purchase
price will not be less than the fair market value of a share of common stock
on the date such option is granted, and (b) in the case of an option that does
not constitute an incentive stock option, such purchase price will not be less
than 50% of the fair market value of a share of common stock on the date such
option is granted.

Shares of common stock that are the subject of a restricted stock award
under the plan will be subject to restrictions on disposition by the holder of
such award and an obligation of such holder to forfeit and surrender the
shares under certain circumstances. The restrictions will be determined by the
compensation committee in its sole discretion, and the compensation committee
may provide that the restrictions will lapse upon (a) the attainment of one or
more performance targets established by the compensation committee, (b) the
award holder's continued employment with ATP or continued service as a
consultant or Director for a specified period of time, (c) the occurrence of
any event or the satisfaction of any other condition specified by the
compensation committee in its sole discretion or (d) a combination of any of
the foregoing.

No awards under the plan may be granted after ten years from the date the
plan is adopted by our board of Directors. The plan will remain in effect
until all awards granted under the plan have been satisfied or expired. Our
board of Directors in its discretion may terminate the plan at any time with
respect to any shares of common stock for which awards have not been granted.
The plan may be amended, other than to increase the maximum aggregate number
of shares that may be issued under the plan or to change the class of
individuals eligible to receive awards under the plan, by our board of
Directors without the consent of our shareholders. No change in any award
previously granted under the plan may be made which would impair the rights of
the holder of such award without the approval of the holder.

1998 Stock Option Plan

In December 1998, our board of Directors and our shareholders adopted the
ATP Oil & Gas Corporation 1998 Stock Option Plan. In conjunction with our
initial public offering, the 1998 Stock Option Plan was amended to provide
that the options granted under the plan will remain outstanding until their
termination dates; however, no additional options will be granted.

Options granted under the plan expire on February 9, 2006; however, options
granted to an individual who, at the time of the grant, owned more than 10% of
our common stock expire five years from the date of the grant. There were no
grants to individuals who owned more than 10% of our common stock. Each option
under the 1998 Stock Option Plan may not be exercised for more than a
percentage of the aggregate number of shares offered by such option in
accordance with the following vesting schedule: 1/3 on April 9, 2001, 1/3 on
February 9, 2002 and 1/3 February 9, 2003.

If there is a merger or consolidation of ATP that results in at least 40%
of the outstanding voting stock of ATP (or the successor of ATP) being owned
by persons or entities other than the shareholders of ATP prior to the merger
or consolidation, all outstanding options will become vested and fully
exercisable for the remainder of their terms. If there is a change in control
other than as described in the preceding sentence, then the compensation
committee may effect certain alternatives with respect to the options,
including permitting exercise of the options for a limited period of time,
requiring surrender of the option in exchange for cash payments, or providing
for subsequent exercise for the number and class of shares of stock or other
securities or property in accordance with the terms of the transaction.

401k Savings Plan

Effective March 1, 1997, we adopted a 401k savings plan. This savings and
profit sharing plan covers all of our employees. The plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended,
and Section 401(a) of the Internal Revenue Code.

The assets of the plan are held and the related investments are executed by
the plan's trustee. Participants in the plan have investment alternatives in
which to direct their funds and may direct their funds in one or more of these
investment alternatives. We pay all administrative fees on behalf of the plan.
The plan provides for discretionary matching by ATP which is currently 50% of
each participant's contributions up to 6% of the participant's compensation.
We contributed $70,000 for the year ended December 31, 2001, $56,200 for the
year ended December 31, 2000 and $31,000 for the year ended December 31, 1999.

ATP All-Employee Bonus Program

The ATP All-Employee Bonus Program is a bonus program designed to benefit
all employees based upon our overall performance. We have historically made
payments to employees through the All-Employee Bonus Program on a semi-annual
basis. The amount available for each employee under this program is based upon
a formula that considers length of service and base compensation. Each
employee is eligible to participate in the program allocations effective the
first day of the month following the employee's date of employment with ATP.
There are certain restrictions related to payment of an employee's allocation
from the program within their first year of employment.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of Directors
or compensation committee of any entity that has one or more of its executive
officers serving as a member of our board of Directors or compensation
committee.

Report of the Compensation Committee

The primary goal of the Compensation Committee (the "Committee") is to
establish a compensation program that serves the long-term interests of the
Company and its stockholders. Such a program is intended to attract and retain
the highest caliber employee talent available, and the value of such talent is
expected to manifest itself in superior Company performance within the
industry. The levels of compensation of our executive officers are determined
in a similar manner to the determination of all of our employees. In
determining the level of compensation for executive officers who are
significant shareholders of the Company, including the CEO, the Committee
recognizes that their ownership position provides significant incentives to
perform at a high level.

The Company's compensation program at present consists of three main
components: (1) base salary; (2) discretionary bonuses based on overall
company performance as well as individual performance as medium term
incentives; and (3) discretionary grants of stock options as long term
incentives and to align the long term interests of the Company's employees and
the stockholders.

Base Salary. The Company's objective in determining base salaries is to
offer annual compensation that is competitive in the industry. Adjustments to
base salaries are made on an as-needed basis depending on the employee's
performance over time, changes in job scope, competition in the market and the
Company's size.

Bonuses. The Company's bonus programs are intended to provide additional
compensation opportunities depending on individual and Company performance.
Bonuses under the Company's discretionary All Employee Bonus Program are
determined periodically based on the Company's performance. The Company's
Incentive Bonus Program provides individual employees with discretionary
bonuses based on individual performance.

Stock Option Grants. The Company's long term incentives are available to
all employees in the form of stock option grants under the Company's incentive
stock option program. The options are granted at the market price on the date
of the grant, and have value only if the stock price increases above the
exercise price, and vesting and exercise of the options occur. Vesting occurs
only if the recipients remain employed until

the end of the vesting period, during which time they have an incentive to
contribute to the Company's improvement in performance. Individual option
grants are based on individual performance and responsibility levels within
the Company.

Under the 1998 program employees received options with a term of five
years. These options vest in the following manner: 1/3 vested sixty days after
the Company's initial public offering, with the remainder vesting 1/3 on the
first anniversary and 1/3 on the second anniversary of the initial public
offering.

Under the 2000 program employees received options with varied terms of
years and vesting schedules determined by the Committee at the time of each
grant.

The Committee periodically reviews the Company's compensation plan to make
sure that the overall plan meets the above goals and is of the opinion that at
this time such goals are presently being met. The Committee also believes that
the growth of the Company requires continued development of the comprehensive
employment philosophy that will assure retention and facilitate attraction of
capable executives in the future. To that end, the Committee has identified
the need for such a philosophy to address compensation domestically and
internationally, as well as the unique features of the Company that have made
it successful in the past, and will assure its continued success in the
future, at retaining the most qualified personnel.

Chief Executive Officer Compensation

The compensation for our Chief Executive Officer is determined with the
same criteria as that used to determine compensation for our other executive
officers. The Committee recognized that Mr. Bulmahn's significant ownership
position in the Company provides a high level of stock based incentive.

The Compensation Committee

Robert C. Thomas, Chairman
Gerard J. Swonke
Arthur H. Dilly

Shareholder Return Performance Presentation

The information set forth in the graph and table on the following page
compares the value of the Common Stock to the Nasdaq Market Index and to the MG
Independent Oil & Gas Index prepared by Media General Financial Services. Each
of the total cumulative returns presented assumes a $100 investment beginning
February 6, 2001, the date the Company commenced trading and ending December
31, 2001.

The performance of the indices is shown on a total return (dividend
reinvestment) basis; however, we paid no dividends on our common stock during
the period shown. The graph lines merely connect the beginning and end of the
measuring periods and do not reflect fluctuations between those dates.

[GRAPH APPEARS HERE]

Total Return Analysis 2/06/01 3/30/01 6/30/01 9/30/01 12/31/01
--------------------- ------- ------- ------- ------- --------

ATP Oil & Gas Corporation.............. $100.00 $ 87.06 $ 80.29 $49.64 $21.29
MG Group Index......................... $100.00 $102.52 $102.24 $86.77 $93.36
Nasdaq Market Index.................... $100.00 $ 67.24 $ 78.80 $54.72 $71.33

Item 2 on Proxy Card: Ratification of Appointment of Independent Auditors

The Board of Directors has appointed the firm of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31, 2002, and
recommends ratification by the shareholders of such appointment.

The Board of Directors recommends a vote "For" this proposal.

Ratification of the appointment of independent auditors requires the
affirmative vote of a majority of the votes entitled to be cast by holders of
shares of Common Stock who are represented in person or by proxy at the Annual
Meeting. Under the TBCA and the Company's By-laws, an abstention or a broker
non-vote would have the same legal effect as a vote against this proposal. A
broker non-vote occurs if a broker or other nominee does not have
discretionary authority and has not received instructions with respect to a
particular item.

Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted FOR the appointment of KPMG LLP as independent
auditors.

In the event the appointment is not ratified, the Board of Directors will
consider the appointment of other independent auditors. The Board of Directors
may terminate the appointment of KPMG LLP as the Company's independent
auditors without the approval of the shareholders of the Company whenever the
Board of Directors deems such termination necessary or appropriate. A
representative of KPMG LLP is expected to attend the Annual Meeting and will
have the opportunity to make a statement, if such representative desires to do
so, and will be available to respond to appropriate questions.

Shareholder Proposals and Director Nominations

Shareholders may propose matters to be presented at shareholders' meetings
and may also nominate persons for election as Directors. Formal procedures
exist for such proposals and nominations.

Any stockholder desiring to present a proposal for inclusion in the
Company's proxy materials for the annual meeting of shareholders to be held in
2003 ("the 2003 Annual Meeting") must present the proposal to the Secretary of
the Company not later than January 14, 2003. Only those proposals that comply
with the requirements of Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, as amended, will be included in the Company's proxy materials for
the 2003 Annual Meeting. Written notice of stockholder proposals submitted
outside the process of Rule 14a-8 for consideration at the 2003 Annual Meeting
(but not included in the Company's proxy materials) must be delivered in
writing to the Secretary of the Company between January 14, 2003 and February
13, 2003 in order to be considered timely, subject to compliance with any
other applicable provisions of the Company's bylaws. The chairman of the
meeting may determine that any proposal for which the Company did not receive
timely notice shall not be considered at the meeting. If in the discretion of
such chairman any such proposal is to be considered at the meeting, the
persons designated in the Company's proxy materials shall be granted
discretionary authority with respect to the untimely stockholder proposal.

The Board of Directors will consider any nominee recommended by
shareholders for election at the 2003 Annual Meeting if that nomination is
delivered in writing to the Secretary of the Company between January 14, 2003
and February 13, 2003, subject to compliance with any other provisions of the
Company's By-laws.

Other Matters

The Board of Directors does not know of any other matters that are to be
presented for action at the Annual Meeting. However, if any other matters
properly come before the Annual Meeting or any adjournment(s) or
postponement(s) thereof, it is intended that the enclosed proxy will be voted
in accordance with the judgment of the persons named in the proxy.

By Order of the Board of Directors,
/s/ Carol E. Overbey
CAROL E. OVERBEY
Corporate Secretary

April 30, 2002

Annex A

ATP OIL & GAS CORPORATION

Amended and Restated
Charter
of the
Audit Committee
of the
Board of Directors

Background

The Board of Directors (the "Board") of ATP Oil & Gas Corporation (the
"Company") established an Audit Committee (the "Committee") on January 5,
2001. The Board of Directors adopted this Amended and Restated Charter of the
Audit Committee of the Board of Directors on May 10, 2001.

Purpose

The primary purpose of the Committee is to assist the Board in monitoring:

1) the integrity of the Company's financial reporting process and systems
of internal controls regarding finance, accounting and legal and
regulatory compliance; and

2) the independence and performance of the Company's independent auditors
and any internal audit function that may be utilized in the future.

Composition

The Committee must be composed of no less than three members of the Board,
such members to be appointed from time to time by a majority of the Board.
Members of the Committee must meet the independence and experience
requirements promulgated by the Nasdaq National Market. A member may be
removed with or without cause at any time by a vote of a majority of the
Board.

Meetings; Quorum; Etc.

A majority of the members of the Committee constitute a quorum for the
transaction of business. A majority of the members of the Committee present at
any meeting at which a quorum is present are competent to act. The entire
Board shall choose the chairman and secretary of the Committee (the secretary
need not be a member of the Committee). The Committee shall fix its own rules
or procedures. The Committee will meet at times and places as may be
determined from time to time by the Committee. The Committee shall keep
minutes of all meetings and of all actions taken by the Committee, file such
minutes with the Secretary of the Company and provide a copy of such minutes
to the Board. Members of the Committee will be reimbursed by the Company for
all reasonable expenses incurred in connection with their duties as members of
the Committee.

Functions, Duties and Responsibilities

Review of Financial Statements. The Committee has the following duties and
responsibilities with respect to the Company's financial statements:

1) review the annual audited financial statements with management and the
independent auditor, including significant issues regarding accounting
and auditing principals and practices as well as the adequacy of
internal controls that could significantly affect the Company's
financial statements;

A-1

2) review an analysis prepared by management and the independent auditor
of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements;

3) discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of an audit;

4) based on the foregoing reviews and discussions, make a recommendation
to the Board as to whether the annual audited financial statements
should or should not be included in the Company's Annual Report on Form
10-K; and

5) review with management and the independent auditor the Company's
quarterly financial statements prior to the release of quarterly
earnings and the filing of the Company's Form 10-Q (which
responsibility may be delegated by the Committee to one or more members
of the Committee).

Internal Controls. The Committee has the following duties and
responsibilities with respect to its monitoring of the integrity of the
Company's financial reporting process and internal controls:

1) review with the independent auditor any problems or difficulties the
auditor may have encountered during its audit and any management letter
provided by the auditor and the Company's response to that letter, such
review to include:

a) any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information;

b) any changes required in the planned scope of the audit; and

c) the necessity of internal audit functions and the responsibilities,
budget and staffing of any internal audit function;

2) review reports from management and the internal and independent
auditors, if applicable, with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations;

3) advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations;

4) discuss procedures performed by the independent auditor pursuant to
Section 10A(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the results of such procedures and obtain
assurance from the independent auditor that Section 10A(b) of the
Exchange Act has not been implicated;

5) meet at least annually with the chief financial officer, the
independent auditor and the senior personnel of any internal audit
function in separate executive sessions;

6) meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures;

7) review significant changes to the Company's internal controls and
auditing and accounting principles and practices as suggested by the
independent auditor, internal auditors or management;

8) review the significant reports to management prepared by internal
auditors and management's responses; and

9) review with the Company's legal counsel or other appropriate persons
legal matters that may have a material impact on the financial
statements, the Company's compliance policies and any material reports
or inquiries received from regulators or governmental agencies.

A-2

Auditors. The Committee has the following duties and responsibilities with
respect to the Company's independent and internal auditors:

1) recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Committee and the Board;

2) meet with the independent auditor prior to the audit to review the
planning and staffing of the audit;

3) approve the fees to be paid to the independent auditor for audit
services and each non-audit service that exceeds 25% of the total
auditing fees;

4) evaluate together with the Board the performance of the independent
auditor and, if so determined by the Committee, recommend that the
Board replace the independent auditor;

5) receive and review periodic reports from the independent auditor
regarding the auditor's independence, discuss such reports with the
auditor, consider whether the provision of non-audit services is
compatible with maintaining the auditor's independence and, if so
determined by the Committee, recommend that the Board take appropriate
action to satisfy itself of the independence of the auditor;

6) if determined by the Committee to be necessary or advisable, recommend
that the Board take appropriate action to satisfy itself of the
independence of the auditor; and

7) review the appointment and replacement of any senior internal auditing
personnel.

Other Duties. The Committee has the following additional duties and
responsibilities:

1) make regular reports (at least twice each calendar year) to the Board
regarding the Committee's activities and such other reports as may be
requested by the Board;

2) review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval, such Charter to be
filed with the Company's Exchange Act filings every three years or as
otherwise required by law;

3) prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement;

4) review reports from management, any senior internal auditing personnel
and the independent auditor that the Company's subsidiary and foreign
affiliated entities are in conformity with applicable legal
requirements and the Company's policies; and

5) perform such additional special functions, duties or responsibilities
as may from time to time be designated by the Board.

Powers and Limitations

The Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Committee may request any
officer or employee of the Company or the Company's outside legal counsel or
independent auditor to attend any meeting of the Committee or to meet with any
members of, or consultants to, the Committee.

While the Committee has the duties, responsibilities and powers set forth
in this Charter, it is not the duty of the Committee to plan or conduct audits
or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is
it the duty of the Committee to conduct investigations, to resolve
disagreements between management and the independent auditor or to assure
compliance with laws and regulations and the policies of the Company.

A-3

ATP Oil & Gas Corporation

Notice of Annual Meeting of Shareholders To Be Held June 14, 2002

Whether or not you plan to attend the Annual Meeting, we ask that you sign
and return the enclosed proxy as promptly as possible to ensure that your shares
will be represented. A self-addressed envelope has been enclosed for your
convenience. If you attend the meeting, you may withdraw any previously given
proxy and vote your shares in person.

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

FOLD AND DETACH HERE

Please mark [X]
your votes as
indicated in
this example

1. To elect two Directors to serve until
the 2005 Annual Meeting of Shareholders.

Nominees: FOR
Chris A. Brisack 01 all nominees WITHHOLD
Walter Wendlandt 02 listed to AUTHORITY
the left to vote for
(except as all nominees
marked to the listed to
contrary) the left
[ ] [ ]

(INSTRUCTION: To withhold authority for any individual nominee, write the
nominee's name on the space below.)

FOR AGAINST ABSTAIN
2. To ratify the appointment of KPMG LLP as [ ] [ ] [ ]
independent auditors of the Company for
the fiscal year ending December 31, 2002.

3. To transact such other business as may
properly come before such meeting or any
adjournment(s) or postponement(s)
thereof.

Dated:_________________________________, 2002

_____________________________________________
Signature

_____________________________________________
Signature if held jointly

Please sign exactly as your name appears on
this Proxy Card. If shares are registered in
more than one name, the signatures of all such
persons are required. A corporation should
sign in its full corporate name by a duly
authorized officer, stating such officer's
title. Trustees, guardians, executors and
administrators should sign in their official
capacity giving their full title as such. A
partnership should sign in the partnership
name by an authorized person, stating such
person's title and relationship to the
partnership.

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

FOLD AND DETACH HERE

Vote by Mail

Mail

Mark, sign and date
your proxy card
and
return it in the
enclosed postage-paid
envelope.