(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

At ~~November, 10, 2004,~~May 9, 2005, there were ~~20,509,935~~21,050,430 shares of Goodrich Petroleum Corporation common stock outstanding.


	September 30, 2004			December 31, 2003			March 31, 2005			December 31, 2004
	(unaudited)						(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,760,577		$	1,488,852		$	1,382,408		$	3,449,210
Cash held temporarily for stockholders		—			3,886,988
Accounts receivable
Trade and other, net of allowance		9,307,489			3,500,095			6,003,386			7,183,356
Accrued oil and gas revenue		2,594,019			2,829,082			4,208,497			3,121,932
Prepaid insurance and other		815,146			351,527			403,588			631,472
Fair value of interest rate derivative								112,632			—

Total current assets		14,477,231			12,056,544			12,110,511			14,385,970

PROPERTY AND EQUIPMENT
Oil and gas properties (successful efforts method)		147,480,323			118,682,309			174,527,385			159,903,454
Furniture, fixtures and equipment		789,321			661,842			855,425			821,236

		148,269,644			119,344,151			175,382,810			160,724,690

Less accumulated depletion, depreciation and amortization		(53,000,150	)		(44,381,223	)		(52,058,531	)		(51,319,998	)

Net property and equipment		95,269,494			74,962,928			123,324,279			109,404,692

OTHER ASSETS
Restricted cash		2,039,000			2,039,000
Restricted cash and investments								2,039,000			2,039,000
Deferred taxes		1,750,000			—			6,317,655			2,070,000
Other		89,087			124,096			355,875			77,418

Total other assets		3,878,087			2,163,096			8,712,530			4,186,418

TOTAL ASSETS	$	113,624,812		$	89,182,568		$	144,147,320		$	127,977,080


	September 30, 2004			December 31, 2003			March 31, 2005			December 31, 2004
	(unaudited)						(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	15,278,732		$	6,707,583		$	23,549,546		$	23,352,051
Accrued liabilities		4,048,385			1,483,329			4,729,545			3,214,103
Liability for funds held temporarily for stockholders		—			3,886,988
Fair value of oil and gas derivatives		6,684,610			1,257,442			13,377,264			1,834,195
Fair value of interest rate derivatives		147,236			142,515			—			144,042
Current portion of other non-current liabilities		91,605			91,600			91,605			91,605

Total current liabilities		26,250,568			13,569,457			41,747,960			28,635,996

LONG TERM DEBT		25,500,000			20,000,000			35,500,000			27,000,000

OTHER NON-CURRENT LIABILITIES
Accrued abandonment costs								6,885,286			6,718,895
Production payment payable and other		427,468			704,643			169,411			296,960
Accrued abandonment costs		6,921,833			6,509,586
Fair value of oil and gas derivatives		961,485			—			1,889,916			—
Fair value of interest rate derivatives		154,266			135,423			—			17,925
Deferred taxes		—			204,465

Total liabilities		60,215,620			41,123,574			86,192,573			62,669,776

STOCKHOLDERS’ EQUITY
Preferred stock; authorized 10,000,000 shares:
Series A convertible preferred stock, par value $1.00 per share; issued and outstanding 791,968 shares (liquidation preference $10 per share, aggregating to $7,919,680)		791,968			791,968			791,968			791,968
Common stock, par value $0.20 per share; authorized 50,000,000 shares; issued and outstanding 20,433,145 and 18,130,011 shares		4,086,629			3,626,002
Common stock, par value $0.20 per share; authorized 50,000,000 shares; issued and outstanding, 21,049,763 and 20,587,074 shares								4,209,952			4,117,414
Additional paid-in capital		54,253,303			53,359,023			56,870,906			55,408,587
Retained earnings (deficit)		538,709			(8,338,403	)
Retained earnings								3,247,303			9,555,977
Unamortized restricted stock awards		(1,160,183	)		(381,598	)		(2,615,854	)		(1,762,001	)
Accumulated other comprehensive income		(5,101,234	)		(997,998	)
Accumulated other comprehensive income (loss)								(4,549,528	)		(2,804,641	)

Total stockholders’ equity		53,409,192			48,058,994			57,954,747			65,307,304

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	113,624,812		$	89,182,568		$	144,147,320		$	127,977,080


	Nine Months Ended September 30,
	2004		2003			Three Months Ended March 31,
			(restated)			2005			2004
REVENUES
Oil and gas revenues	$	32,329,489	$	22,551,001		$	13,010,795		$	10,665,753
Other		144,705		404,976			129,219			98,739

Total revenues		32,474,194		22,955,977			13,140,014			10,764,492

EXPENSES
Lease operating expense		5,078,643		4,559,167			2,243,688			1,514,868
Production taxes		2,178,325		1,613,727			786,367			687,399
Depletion, depreciation and amortization		8,453,944		6,311,896			5,846,100			2,707,229
Exploration		3,881,443		1,829,454			1,524,207			936,825
General and administrative		4,473,296		3,992,792			1,619,539			1,505,406
Interest expense		788,590		745,999			307,078			216,931

Total expenses		24,854,241		19,053,035			12,326,979			7,568,658

GAIN (LOSS) ON SALE OF ASSETS AND LITIGATION JUDGMENT		1,986,903		(228,829	)
OTHER INCOME (EXPENSE)
Unrealized gain (loss) on derivatives							(10,422,805	)		—
Gain (loss) on sale of assets							151,196			—

INCOME BEFORE INCOME TAXES		9,606,856		3,674,113
Total other income (expense)							(10,271,609	)		—

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES							(9,458,574	)		3,195,834
Income taxes		254,974		1,285,435			(3,308,101	)		1,118,542

NET INCOME BEFORE CUMULATIVE EFFECT		9,351,882		2,388,678
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE NET OF TAX		—		(205,293	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS							(6,150,473	)		2,077,292
DISCONTINUED OPERATIONS INCLUDING GAIN ON SALE, NET OF INCOME TAXES							—			47,146

NET INCOME		9,351,882		2,183,385
NET INCOME (LOSS)							(6,150,473	)		2,124,438
Preferred stock dividends		474,770		475,098			158,201			158,365

NET INCOME APPLICABLE TO COMMON STOCK	$	8,877,112	$	1,708,287
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK						$	(6,308,674	)	$	1,966,073

NET INCOME PER SHARE - BASIC
NET INCOME BEFORE CUMULATIVE EFFECT	$	0.49	$	0.13
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING		—		(0.01	)
NET INCOME (LOSS) PER COMMON SHARE - BASIC
NET INCOME (LOSS) FROM CONTINUING OPERATIONS						$	(0.30	)	$	0.11
DISCONTINUED OPERATIONS							—			0.01

NET INCOME	$	0.49	$	0.12
NET INCOME (LOSS)						$	(0.30	)	$	0.12

NET INCOME APPLICABLE TO COMMON STOCK	$	0.46	$	0.09
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK						$	(0.30	)	$	0.11

NET INCOME PER SHARE - DILUTED
NET INCOME BEFORE CUMULATIVE EFFECT	$	0.47	$	0.12
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING		—		(0.01	)
NET INCOME (LOSS) PER COMMON SHARE - DILUTED
NET INCOME (LOSS) FROM CONTINUING OPERATIONS						$	(0.30	)	$	0.10
DISCONTINUED OPERATIONS							—			—

NET INCOME	$	0.47	$	0.11
NET INCOME (LOSS)						$	(0.30	)	$	0.10

NET INCOME APPLICABLE TO COMMON STOCK	$	0.44	$	0.08
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK						$	(0.30	)	$	0.09

AVERAGE COMMON SHARES OUTSTANDING - BASIC		19,228,728		18,042,332			20,784,058			18,413,570
AVERAGE COMMON SHARES OUTSTANDING - DILUTED		20,044,793		20,363,832			20,784,058			20,796,148


	Nine Months Ended September 30,
	2004			2003			Three Months Ended March 31,
				(restated)			2005			2004
OPERATING ACTIVITIES
Net income	$	9,351,882		$	2,183,385
Adjustments to reconcile net income to cash provided by operating activities:
Net income (loss)							$	(6,150,473	)	$	2,124,438
Adjustments to reconcile net income to cash provided by operating activities
Depletion, depreciation and amortization		8,453,944			6,311,896			5,846,100			2,707,229
Deferred income taxes		254,974			1,174,893			(3,308,101	)		1,143,928
Dry hole costs		—			809,249
Unrealized loss on derivatives								10,422,805			—
Amortization of leasehold costs		1,013,482			361,863			542,234			201,334
Non-cash charge for stock issued for cancelled options		—			403,006
Cumulative effect of change in accounting principle		—			315,835
Dry hole expense								641,579			—
Loss on sale of assets		63,097			228,829			(144,515	)		—
Other items, net		(129,860	)		364,622
Non-cash effect of discontinued operations								—			46,618
Amortization of restricted stock								243,339			59,000
Other non-cash items								—			5,293
Net change in:
Accounts receivable		(5,572,331	)		(2,290,967	)		93,405			(1,249,337	)
Prepaid insurance and other		(463,619	)		(499,417	)		227,884			131,789
Accounts payable		8,571,149			982,790			197,496			1,769,434
Accrued liabilities		2,565,056			523,271			1,515,443			235,416

Net cash provided by operating activities		24,107,774			10,869,255			10,127,196			7,175,142

INVESTING ACTIVITIES
Capital expenditures		(28,808,528	)		(15,371,275	)		(20,771,819	)		(5,682,514	)
Proceeds from sale of assets		8,895			341,176			130,086			—

Net cash used in investing activities		(28,799,633	)		(15,030,099	)		(20,641,733	)		(5,682,514	)

FINANCING ACTIVITIES
Principal payments of bank borrowings		(1,000,000	)		—			(5,500,000	)		(1,000,000	)
Proceeds from bank borrowings		6,500,000			3,100,000
Exercise of stock options and warrants		169,251			122,324
Net proceeds from bank borrowings								13,772,389			—
Exercise of stock warrants and options								457,665			122,897
Production payments		(230,897	)		(307,411	)		(124,118	)		(84,468	)
Preferred stock dividends		(474,770	)		(475,098	)		(158,201	)		(158,366	)

Net cash provided by financing activities		4,963,584			2,439,815
Net cash provided by (used in) financing activities								8,447,735			(1,119,937	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		271,725			(1,721,029	)		(2,066,802	)		372,691
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1,488,852			3,351,380			3,449,210			1,488,852

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,760,577		$	1,630,351		$	1,382,408		$	1,861,543

~~Nine~~Three Months Ended ~~September 30,~~March 31, 2005 and 2004 ~~and 2003~~


	Series A Preferred Stock			Common Stock			Additional Paid – In Capital			Retained Earnings (Deficit)				Unamortized Restricted Stock Awards			Accumulated Other Comprehensive Income				Total Stockholders’ Equity				Series A Preferred Stock			Common Stock			Additional Paid - In Capital		Retained Earnings (Deficit)			Unamortized Restricted Stock Awards			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Shares	Amount		Shares	Amount					Retained Earnings (Deficit)																					Additional Paid - In Capital		Retained Earnings (Deficit)			Unamortized Restricted Stock Awards			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
							Additional Paid – In Capital						(Restated)															(Restated)
Balance at December 31, 2002	791,968	$	791,968	17,914,325	$	3,582,864	$	52,333,738		$	(11,422,436	)		Unamortized Restricted Stock Awards	$	—	Accumulated Other Comprehensive Income		$	(679,095	Total Stockholders’ Equity	)		$	44,607,039
Net Income	—		—	—		—		—			2,183,385				—			—				2,183,385
Other Comprehensive Income (Loss); Net of Tax
Net Derivative (Loss)	—		—	—		—		—			—				—			(1,271,238	)			(1,271,238	)
Reclassification Adjustment	—		—	—		—		—			—				—			1,634,006				1,634,006

Total Comprehensive Income																						2,546,153
Issuance and Amortization of Restricted Stock	—		—	—		—		517,650			—				(407,428	)		—				110,222
Issuance of Common Stock	—		—	125,157		25,032		377,974			—				—			—				403,006
Exercise of Stock Options and Warrants	—		—	88,029		17,606		104,718			—				—			—				122,324
Preferred Stock Dividends	—		—	—		—		—			(475,098	)			—			—				(475,098	)

Balance at September 30, 2003	791,968	$	791,968	18,127,511	$	3,625,502	$	53,334,080		$	(9,714,149	)		$	(407,428	)	$	(316,327	)		$	47,313,646
																									Shares	Amount		Shares	Amount		Additional Paid - In Capital		Retained Earnings (Deficit)			Unamortized Restricted Stock Awards			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at December 31, 2003	791,968	$	791,968	18,130,011	$	3,626,002	$	53,359,023		$	(8,338,403	)		$	(381,598	)	$	(997,998	)		$	48,058,994			791,968	$	791,968	18,130,011	$	3,626,002						Unamortized Restricted Stock Awards			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Net Income	—		—	—		—		—			9,351,882				—			—				9,351,882			—		—	—		—	Additional Paid - In Capital		Retained Earnings (Deficit)	—		2,124,438			—			—			2,124,438
Other Comprehensive Income (Loss); Net of Tax
Net Derivative (Loss), net of tax of $3,404,407	—		—	—		—		—			—				—			(6,322,471	)			(6,322,471	)
Reclassification Adjustment, net of tax of $1,194,973	—		—	—		—		—			—				—			2,219,235				2,219,235
Net Derivative (Loss), net of tax of $730,967																									—		—	—		—		—		—			—			(1,357,509	)		(1,357,509	)
Reclassification Adjustment, net of tax of $211,497																									—		—	—		—		—		—			—			392,780			392,780

Total Comprehensive Income																						5,248,646																					1,159,709
Issuance and Amortization of Restricted Stock	—		—	4,331		866		1,184,790			—				(778,585	)		—				407,071			—		—	—		—		1,133,670		—			(996,032	)		—			137,638
Exercise of Stock Options and Warrants	—		—	2,298,803		459,761		(290,510	)		—				—			—				169,251
Exercise of Stock Warrants																									—		—	376,344		75,269		47,628		—			—			—			122,897
Preferred Stock Dividends	—		—	—		—		—			(474,770	)			—			—				(474,770	)		—		—	—		—		—		(158,366	)		—			—			(158,366	)

Balance at September 30, 2004	791,968	$	791,968	20,433,145	$	4,086,629	$	54,253,303		$	538,709			$	(1,160,183	)	$	(5,101,234	)		$	53,409,192
Balance at March 31, 2004																									791,968	$	791,968	18,506,355	$	3,701,271	$	54,540,321	$	(6,372,331	)	$	(1,377,630	)	$	(1,962,727	)	$	49,320,872

Balance at December 31, 2004																									791,968	$	791,968	20,587,074	$	4,117,414	$	55,408,587	$	9,555,977		$	(1,762,001	)	$	(2,804,641	)	$	65,307,304
Net Loss																									—		—	—		—		—		(6,150,473	)		—			—			(6,150,473	)
Other Comprehensive Income (Loss); Net of Tax
Net Derivative (Loss), net of tax of $1,704,546																									—		—	—		—		—		—			—			(3,165,585	)		(3,165,585	)
Reclassification Adjustment, net of tax of $764,391																									—		—	—		—		—		—			—			1,420,698			1,420,698

Total Comprehensive Loss																																											(7,895,360	)
Issuance and Amortization of Restricted Stock																									—		—	95,689		19,138		1,078,054		—			(853,853	)		—			243,339
Exercise of Stock Warrants and Options																									—		—	367,000		73,400		384,265		—			—			—			457,665
Preferred Stock Dividends																									—		—	—		—		—		(158,201	)		—			—			(158,201	)

Balance at March 31, 2005																									791,968	$	791,968	21,049,763	$	4,209,952	$	56,870,906	$	3,247,303		$	(2,615,854	)	$	(4,549,528	)	$	57,954,747

The consolidated financial statements of Goodrich Petroleum Corporation (“Goodrich” or “the Company”) included in this Form 10-Q have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and, accordingly, certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States has been condensed or omitted. The consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation.

The accompanying consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2003.~~2004.

The results of operations for the ~~nine-month~~three-month period ended ~~September 30, 2004~~March 31, 2005 are not necessarily indicative of the results to be expected for the full year.

~~The Company follows the asset and liability method of accounting for deferred income taxes prescribed by SFAS No. 109, “~~~~Accounting for Income Taxes~~”. The statement provides for the recognition of a deferred tax asset for deductible temporary timing differences, capital and operating loss carryforwards, statutory depletion carryforward and tax credit carryforwards, net of a “valuation allowance”. The valuation allowance is provided for that portion of the asset for which it is deemed more likely than not that it will not be realized.

As discussed in Note F of the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, the Company established a deferred tax valuation allowance of $17.5 million as of December 31, 2003. The Company revised its deferred tax valuation allowance in the nine months ended September 30, 2004 in the amount of $3,106,000, based on the anticipated reversal of temporary differences and utilization of tax operating loss carryforwards.

In ~~the course of preparing its 2003 year-end financial statements,~~October 2004, the Company ~~discovered a systematic error~~sold its operated interests in the ~~calculations~~Marholl and Sean Andrew fields, along with its non-operated interests in the Ackerly field, all of ~~its non-cash depletion, depreciation and amortization expense since 1997. Essentially,~~which were located in West Texas, for gross proceeds of approximately $2,100,000. The Company realized a pre-tax gain of $877,000 on the ~~Company had~~sale of these non-core properties. Prior period results of operations of these sold properties have been ~~allocating~~presented as discontinued operations in the ~~acquisition and development costs~~accompanying consolidated statement of ~~its oil and gas~~operations. Results for these properties over total proved reserves in each field rather than segregating the costs between those costs to be allocated over proved developed reserves versus those costs to be allocated over total proved reserves. Accordingly, the Company has restated its previously reported ~~depletion, depreciation and amortization expense~~as discontinued operations for the three months ~~and nine months~~ ended September 30, 2003. Such restated amounts reflect reallocations of the purchase price of three oil and gas property acquisitions completed prior to January 1, 2001, based upon analyses of contemporaneous documentation from the time of the acquisitions. The tax-effected amounts of the adjustments resulted in changes in the Company’s previously reported Statement of OperationsMarch 31, 2004 were as follows:

The tax-adjusted cumulative effect of the error on non-cash depletion, depreciation and amortization expense in years prior to December 31, 2002 resulted in a reduction of stockholders’ equity as of January 1, 2003 in the amount of $2,199,077. The restatement adjustments had no impact on cash flow from operating, investing or financing activities.

between costs incurred upon settlement of an asset retirement obligation and the recorded liability will be recognized as a gain or loss in the Company’s earnings. To recognize the cumulative effect of this change in accounting principle, the Company recorded a charge to earnings as of January 1, 2003 in the amount of $205,000, reflecting the $316,000 difference between the adjustments to the liability and asset accounts, net of the related income tax effect. For the ~~nine~~three months ended ~~September 30,~~March 31, 2005 and 2004, ~~and 2003,~~ the Company recorded the following activity in the abandonment liability:

In April 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133,Accounting for Derivatives and Hedging Activities. This statement (1) clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative, (2) clarifies when a derivative contains a financing component, and (3) amends the definition of an underlying derivative to conform to Financial Accounting Standards Board Interpretation No. 45. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, with all provisions applied prospectively. The Company adopted SFAS No. 149, effective July 1, 2003, and the adoption had no impact on its financial statements.

In May 2003, the FASB issued SFAS No. 150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify an instrument that is within its scope as a liability. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and is effective at the beginning of the first interim period beginning after June 15, 2003, although in November 2003, the FASB deferred certain provisions of SFAS No. 150. As of March 31, 2005, the Company had no financial instruments within the scope of SFAS No. 150.

In ~~March~~December 2004, the FASB issued ~~an exposure draft on accounting~~SFAS No. 123R,Share-Based Payment, a revision of SFAS No. 123,Accounting for ~~stock-based compensation.~~Stock-Based Compensation. The exposure draft reflects the FASB’s tentative conclusion that the fair value of stock options should be expensed in companies’ financial statements for years ending after December 31, 2004. In October 2004, the FASB announced that it would defer the effective date forrevised statement requires the expensing of new, modified or repurchased stock-based compensation awards issued after June 15, 2005. Previously issued stock-based compensation awards, which are unvested as of that date, must also be accounted for in accordance with the revised statement. The revised statement provides for the use of either a closed-form model or open-form lattice model for the valuation of stock ~~options as proposed in the exposure draft for at least six months.~~option awards. The Company ~~will continue~~plans to ~~monitor developments with respect~~follow the “modified prospective application” to the ~~exposure draft to determine~~adoption of the revised statement and is currently evaluating the potential impact that the adoption of the revised statement will have on its financial statements. In April 2005, the SEC adopted a rule permitting registrants to delay the expensing of options, pursuant to SFAS No. 123R, to the first annual period beginning after June 15, 2005. Accordingly, the Company will implement the provisions of SFAS No. 123R in its financial statements, effective January 1, 2006.

Interest on borrowings ~~under the senior credit facility accrue~~accrues at a rate calculated, at the option of the Company, at either the BNP Paribas base rate plus 0.00% to 0.50%, or LIBOR plus 1.50%—2.50%, depending on borrowing base utilization. Interest on LIBOR-rate borrowings is due and payable on the last day of its respective interest period. Accrued interest on each base-rate borrowing is due and payable on the last day of each quarter. The credit facility requires that the Company pay a 0.375% per annum commitment fee, payable in quarterly installments based on the Company’s borrowing base utilization. Prior to maturity, no principal payments are required so long as the maximum borrowing base amount exceeds the amounts outstanding under the credit facility.

In February 2005, the borrowing base of the senior credit facility was redetermined to be $44,000,000 and the credit facility was amended to increase its size to $65,000,000 and to extend its term to February 25, 2008. The amended senior credit facility includes a second tranche, which provides for additional term borrowings of up to $15,000,000 to further finance development of the Company’s acreage in the Cotton Valley trend of East Texas and Northwest Louisiana. On February 25, 2005, $7,500,000 was advanced under the second tranche with the remainder to be advanced in two equal installments of $3,750,000 at the option of the Company and with the approval of BNP Paribas. Interest on borrowings under the second tranche accrues at a quarterly rate of LIBOR plus 5.0% and principal will be due on February 25, 2008.

The credit facility precludes the payment of dividends on the Company’s common stock and requires the Company to ~~monitor~~maintain an adjusted current ratio (as defined) of not less than 1.0:1.0, an interest coverage ratio for the trailing four quarters of at least 3.0 times, and a tangible net worth ~~and maintain certain financial statement ratios at certain levels.~~of not less than the sum of $53,392,838, plus 50% of the Company’s cumulative net income after September 30, 2004, plus 100% of the net proceeds of any equity issuance by the Company after September 30, 2004. As of ~~September 30, 2004,~~March 31, 2005, the Company was in compliance with all such ~~requirements.~~requirements, after giving effect to a waiver received from BNP Paribas with respect to non-compliance with the adjusted current ratio covenant at March 31, 2005. Substantially all the Company’s assets are pledged to secure the senior credit facility. As of March 31, 2005, the Company’s outstanding borrowings under the senior credit facility were $35,500,000, including $7,500,000 initially advanced under the second tranche. In May 2005, the credit agreement was amended to allow the Company to redraw the $7,500,000 initially advanced under the second tranche provided it is repaid within 30 days of a public stock offering (see Note G).

~~As indicated in Note D,~~In February 2003, the Company entered into three separate interest rate swaps with BNP Paribas ~~in February 2003,~~ covering a three year period, ~~commencing in February 2003,~~as further described below, and in February 2004, ~~the Company~~ entered into another interest rate swap with BNP Paribas ~~covering a~~for an additional one year period ~~commencing in February 2006.~~(see “Quantitative and Qualitative Disclosures About Market Risk—Debt and debt-related derivatives”).

The Company ~~utilizes~~enters into swap contracts or other hedging agreements from time to time to manage the commodity price risk for a portion of its production. The Company considers these to be hedging activities and, as such, monthly settlements on these contracts are reflected in its crude oil and natural gas sales. The Company’s strategy, which is administered by the Hedging Committee of the Board of Directors, and reviewed periodically by the entire Board

of Directors, has been to hedge between 30% and 70% of its production. As of March, 31, 2005, all of the commodity hedges utilized by the Company were in the form of fixed price swaps, ~~whereby~~where the Company receives a fixed price and pays a floating price based on NYMEX quoted prices. Hedge ineffectiveness results from differences in the NYMEX contract terms and the physical location, grade and quality of the Company’s oil and gas production. As of ~~September 30, 2004,~~March 31, 2005, the Company’s open forward position on its outstanding ~~natural gas and crude oil~~commodity hedging contracts, all of which were with BNP Paribas, ~~were~~was as follows:

The hedging contracts summarized above are based on floating NYMEX contract prices and fall within the Company’s targeted range of estimated net oil and gas production volumes for the applicable periods of 2005. The fair value of the crude oil and natural gas ~~and oil~~ hedging contracts in place at ~~September 30, 2004,~~March 31, 2005 resulted in a net liability of ~~$7,646,095.~~$15,267,000. As of ~~September 30, 2004, $4,281,073~~March 31, 2005, $4,197,000 (net of ~~$2,305,193~~$2,260,000 in income taxes) of deferred losses on derivative instruments accumulated in other comprehensive income are expected to be reclassified into earnings during the next twelve months. In the ~~nine~~three months ended ~~September 30, 2004, $3,306,950~~March 31, 2005, $1,388,000 of previously deferred losses (net of $747,000 in ~~realized losses~~income taxes) was reclassified from accumulated other comprehensive income to oil and gas sales as the cash flow of the hedged items was recognized. ~~For nine~~In the three months ended ~~September 30,~~March 31, 2005, the Company recognized in earnings an unrealized loss on derivative instruments in the amount of $10,423,000. This loss was recognized because the Company’s natural gas hedges were deemed to be ineffective for the first quarter of 2005, accordingly, the changes in fair value of such hedges could no longer be reflected in other comprehensive income. For the three months ended March 31, 2004, ~~and 2003,~~ the Company’s earnings were not ~~materially~~significantly affected by cash flow hedging ineffectiveness arising from the crude oil and gas hedging contracts. Subsequent to ~~September 30, 2004,~~March 31, 2005, the Company entered into the following crude oil and natural gas hedging contracts with BNP Paribas:

~~2,000 MMBtu per day “swap” at fixed price of $8.14 for January 2005 through March 2005;~~

Gas - 3,000 MMBtu per day “swap” at ~~fixed price of $6.55~~$6.94 per MMBtu for April ~~2005~~2006 through ~~June 2005;~~December 2006

Oil - 400 barrels per day “swap” at ~~fixed price of $6.50~~$52.88 per barrel for ~~July 2005 through September 2005;~~

~~3,000 MMBtu per day “swap” at fixed price of $6.75 for October 2005~~January 2006 through December ~~2005~~2006

The Company has a variable-rate debt obligation that exposes the Company to the effects of changes in interest rates. To partially reduce its exposure to interest rate risk, the Company entered into three separate interest rate swaps with BNP Paribas in February 2003 covering a three year period which are designated as cash flow hedges ~~(one~~(two of the interest rate swaps ~~has~~have now expired). The first interest rate swap, which had an effective date of February 26, 2003, expired on its maturity date of February 26, 2004, and was for $18,000,000 with a LIBOR swap rate of 1.53%. The second interest rate swap, which has an effective date of February 26, 2004 and a maturity date of November 8, 2004, is for $18,000,000 with a LIBOR swap rate of 2.25%. The thirdunexpired interest rate swap, which has an effective date of November 8, 2004 and a maturity date of February 26, 2006, is for $18,000,000 with a LIBOR swap rate of 3.46%. In February 2004, the Company entered into ~~a fourth~~another interest rate swap contract with BNP Paribas, which has an effective date of February 26, 2006

and a maturity date of February 26, 2007, for $23,000,000 with a LIBOR swap rate of 4.08%. The fair value of the interest rate swap contracts in place at ~~September 30, 2004,~~March 31, 2005, resulted in ~~a liability~~an asset of ~~$301,502.~~$113,000. As of ~~September 30, 2004, $95,703~~March 31, 2005, $60,000 (net of ~~$51,333~~$32,000 in income taxes) of deferred ~~losses~~gains on derivative instruments accumulated in other comprehensive income are expected to be reclassified into earnings during the next twelve months. In the ~~nine~~three months ended ~~September 30, 2004, $107,258~~March 31, 2005, $33,000 of previously deferred losses (net of $18,000 in income taxes) was reclassified from accumulated other comprehensive income to interest expense as the cash flow of the hedged items was recognized. For the ~~nine~~three months ended ~~September 30,~~March 31, 2005 and 2004, ~~and 2003,~~ the Company’s earnings were not significantly affected by cash flow hedging ineffectiveness of interest rates.

Net income was used as the numerator in computing basic and diluted income per common share for the three months ended March 31, 2005 and ~~nine months ended September 30, 2004 and 2003.~~2004. The following table reconciles the weighted-average shares outstanding used for these computations.


	Three Months Ended September 30,		Nine Months Ended September 30,		Three months ended March 31,
	2004	2003	2004	2003	2005	2004
Basic Method	20,221,358	18,113,947	19,228,728	18,042,332	20,784,058	18,413,570
Dilutive Stock Warrants	522,008	2,382,368	509,743	2,255,168	—	2,266,996
Dilutive Stock Options and Restricted Stock	348,024	90,741	306,322	66,332
Dilutive Stock Options					—	115,582

Diluted Method	21,091,390	20,587,056	20,044,793	20,363,832	20,784,058	20,796,148

The computation of earnings per share for the three months ended March 31, 2005 and ~~nine months ended September 30,~~ 2004 ~~and 2003~~ considered exercisable stock warrants and stock options ~~and restricted stock~~ to the extent that the exercise of such securities would have been dilutive ~~however, such~~under the treasury stock method. The computation of earnings per share for the three months ended March 31, 2005 and 2004 did not consider preferred stock which is convertible into shares of common stock because the effect of such conversion would have been antidilutive. Pursuant to a May 2003 stock purchase agreement, the holders of 2,369,527 warrants to purchase common stock elected a cashless exercise of such warrants resulting in the issuance of 2,109,169 shares of common stock in three separate installments which closed in January, April, and July 2004. There are no further exercises of warrants to be made pursuant to the stock purchase agreement (see Note G).

In February 2003, the Company issued 125,157 shares of its common stock to ~~employees holding~~the holders of 1,016,500 outstanding stock options in exchange for the cancellation of such options (at the time of cancellation, the options were antidilutive). Based on the value of the Company’s common stock at the time of the exchange, the Company recorded a non-cash charge to earnings in February 2003 in the amount of $403,000 related to the issuance of shares in lieu of cancelled options. At the same time, the Company commenced granting a series of restricted share awards, with three year vesting periods, to its employees under a stockholder approved equity compensation plan. Based on the value of the Company’s common stock at the time of the grants, those awards resulted in charges to a contra equity account and credits to additional paid-in capital in the following amounts:

The charges to the contra equity account are being amortized to earnings as non-cash charges to general and administrative expenses over the three year vesting period of each restricted share award and

resulted in non-cash charges to earnings of ~~$110,000~~$243,000 and $59,000 in the ~~nine~~three months ended ~~September 30, 2003~~March 31, 2005 and ~~$407,000 in the nine months ended September 30, 2004.~~2004, respectively. In the ~~nine months~~year ended ~~September 30,~~December 31, 2004, the Company recorded a credit to the contra equity account and a charge to additional paid-in capital in the amount of ~~$158,000~~$157,000 for the value of 28,918 non-vested restricted share awards that were forfeited by terminated employees. The amortization to earnings of restricted share awards has been adjusted to reflect such forfeitures. Assuming no additional restricted share awards or forfeitures, the Company will be required to record recurring non-cash charges to earnings of approximately ~~$145,000~~$300,000 per quarter, related to the periodic vesting of the restricted share awards that have been issued to date.

The Company applies APB Opinion No. 25 in accounting for its stock compensation plans and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, net income for the three months ended March 31, 2005 and ~~nine months ended September 30,~~ 2004 ~~and 2003~~ would have been reduced to the pro forma amounts indicated below.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2004			2003			2004			2003			2005			2004
				(Restated)						(Restated)
Net income
Net income (loss)
As reported	$	4,337,394		$	1,224,976		$	9,351,882		$	2,183,385		$	(6,150,473	)	$	2,124,438
Restricted stock compensation expense included in net income, net of tax		139,311			43,139			407,071			110,222			158,170			137,638
Stock based compensation expense at fair value, net of tax		(140,976	)		(84,086	)		(412,065	)		(140,932	)		(264,979	)		(139,373	)

Pro forma	$	4,335,729		$	1,184,029		$	9,346,888		$	2,152,675		$	(6,257,282	)	$	2,122,703

Net income applicable to common stock
Net income (loss) applicable to common stock
As reported	$	4,179,193		$	1,066,610		$	8,877,112		$	1,708,287		$	(6,308,674	)	$	1,966,073
Restricted stock compensation expense included in net income, net of tax		139,311			43,139			407,071			110,222			158,170			137,638
Stock based compensation expense at fair value, net of tax		(140,976	)		(84,086	)		(412,065	)		(140,932	)		(264,979	)		(139,373	)

Pro forma	$	4,177,528		$	1,025,663		$	8,872,118		$	1,677,577		$	(6,415,483	)	$	1,964,338

Net income applicable to common stock per share
Net income (loss) per share
As reported, basic	$	0.21		$	0.06		$	0.46		$	0.09		$	(0.30	)	$	0.12
Pro forma, basic		0.21			0.06			0.46			0.09			(0.30	)		0.12
As reported, diluted		0.20			0.05			0.44			0.08			(0.30	)		0.10
Pro forma, diluted		0.20			0.05			0.44			0.08			(0.30	)		0.10

In connection with the acquisition of its Burrwood and West Delta fields, the Company secured a performance bond and established an escrow account to be used for the payment of obligations associated with the plugging and abandonment of the wells, salvage and removal of platforms and related equipment, and the site restoration of the fields. Required escrowed outlays included an initial cash payment of $750,000 and monthly cash payments of $70,000 beginning June 1, 2000 and continuing until June 1, 2005. The escrow agreement was amended in the fourth quarter of 2001 to suspend monthly cash payments and cap the escrow account at its current balance of $2,039,000.

On February 8, 2000, the Company commenced a suit against the operator and joint owner of the Lafitte field, alleging certain items of misconduct and violations of the agreements associated primarily with the joint acquisition of and unfettered access to a license to 3-D seismic data over the field. The operator counter-claimed against Goodrich on the grounds that Goodrich was obligated to post a bond to secure the plugging and abandonment obligations in the field. On November 1, 2002, the 125th Judicial District Court of Harris County, Texas, ruled in favor of the Company stating (1) The Sale and Assignment between the Company and the operator assigned the same rights to the 3-D seismic data that the operator had pursuant to the operator’s data use license agreement from Texaco Exploration and Production, Inc. (“TEPI”); and (2) Also pursuant to the terms of the Sale and Assignment, Goodrich is required to post 49% of the bond liability to TEPI at such time that TEPI requests it. A jury trial commenced in September 2003. On October 29, 2003, the jury found the operator and joint owner to be in breach of the Sale and Assignment and awarded a wholly-owned subsidiary of the Company monetary damages as well as recovery of attorneys’ fees. On May 28, 2004, the trial court ordered a final judgment which awarded the Company a net sum of approximately $2,065,000 as follows:

The trial court also ordered the Company to pay $103,000 to the operator in recovery of defendant’s attorneys’ fees and provided for post-judgment interest to accrue on the awarded damages and both parties’ attorneys’ fees through the date of ultimate payment. Either party could have appealed the final judgment or filed a motion for a new trial within ninety days from the date of the final judgment. In September 2004, the time period for either party to appeal the judgment elapsed, therefore, the Company accrued a non-recurring gain in the quarter ended September 30, 2004 in the amount of $2,050,000, reflecting the anticipated payment of the final judgment by the operator less the Company’s estimated expenses of the final judgment. In October 2004, the operator remitted a total of $2,118,000 to the Company in full satisfaction of the judgment, including the net amount of post-judgment interest.

The Company is party to additional lawsuits arising in the normal course of business. The Company intends to defend these actions vigorously and believes, based on currently available information, that adverse results or judgments from such actions, if any, will not be material to its financial position or results of operations.

Pursuant to a May 2003 stock purchase agreement, the Company acted as agent for certain stockholders to facilitate a sale of shares in three installments in January 2004, April 2004, and July 2004. In that capacity, the Company temporarily received funds totaling $3,886,988 from the purchasing stockholders in December 2003, which are reflected on the Company’s December 31, 2003 balance sheet in both cash and current liabilities. In accordance with the stock purchase agreement, the Company transferred the funds to the selling stockholders in January 2004 upon the sale of the shares. A portion of the shares of common stock sold by the selling stockholders in January 2004, April 2004, and July 2004 resulted from the cashless exercise of warrants to purchase common stock. There are no further exercises of warrants to be made pursuant to the stock purchase agreement (see Note E).

In ~~October 2004,~~April 2005, the Company ~~sold~~filed a prospectus supplement for a public offering of 2,800,000 shares of its ~~interests in several non-core properties in West Texas for gross~~common stock. Net proceeds of ~~$2,175,000.~~the offering would be used primarily to fund an accelerated Cotton Valley trend drilling program in East Texas and Northwest Louisiana. In the event that the offering is unsuccessful, the Company will seek other financing alternatives.

In May 2005, the Company plugged and abandoned an exploratory well drilled on its Port Hudson prospect in East Baton Rouge Parish, Louisiana. Through March 31, 2005, the Company had incurred net costs of $642,000 applicable to this well. This amount has been expensed as dry hole costs in the accompanying financial statements for the three months ended March 31, 2005. The Company ~~expects~~will expense its remaining share of the dry hole costs, estimated to ~~report a non-recurring gain of~~be approximately ~~$850,000 on the sale of these properties~~$800,000, in the ~~fourth~~second quarter of ~~2004.~~2005.

The following discussion is intended to assist in understanding the Company’s financial position, results of operations and cash flows for each of the periods presented. The Company’s Annual Report on Form 10-K for the year ended December 31, ~~2003~~2004 includes a description of the Company’s critical accounting policies ~~estimates~~ and certain other detailed information that should be referred to in conjunction with the following discussion.

Three months ended ~~September 30, 2004~~March 31, 2005 versus three months ended ~~September 30, 2003~~

March 31, 2004— Total revenues from continuing operations for the three months ended ~~September 30, 2004~~March 31, 2005 amounted to ~~$12,182,000~~$13,140,000 compared to ~~$7,995,000~~$10,764,000 for the three months ended ~~September 30, 2003.~~March 31, 2004. Oil and gas sales for the three months ended ~~September 30, 2004~~March 31, 2005 were ~~$12,152,000~~$13,011,000 compared to ~~$7,979,000~~$10,666,000 for the three months ended ~~September 30, 2003.~~March 31, 2004. This increase resulted from a ~~30%~~7% increase in oil and gas production volumes, due to ~~a number of~~several successful well completions since the first quarter of ~~2003,~~2004, as well as ~~an increase in~~higher average ~~oil prices. Additionally,~~prices for oil and gas revenues include sales of natural gas liquids in the amount of $578,000 in the three months ended September 30, 2004 compared to $306,000 in the three months ended September 30, 2003, resulting from processing a portion of the Company’s natural gas production beginning in July 2003 (sales of natural gas liquids are reflected in the calculation of average gas prices shown below).gas. The following table presents the production volumes and pricing information for the comparative periods, with the average oil and gas prices ~~reflecting the results of~~including realized gains and losses on the Company’s commodity hedging program as further described under “Quantitative and Qualitative Disclosures ~~About~~about Market Risk – Commodity Hedging Activity.”


	Three Months Ended September 30, 2004			Three Months Ended September 30, 2003			Three months ended March 31, 2005			Three months ended March 31, 2004
	Production	Average Price		Production	Average Price		Production	Average Price		Production	Average Price
Gas (Mcf)	1,439,698	$	5.42	814,198	$	5.48	1,326,344	$	6.94	995,715	$	5.86
Oil (Bbls)	120,904	$	35.99	141,843	$	24.79	98,093		38.84	131,277		35.06

Other revenues for the three months ended ~~September 30, 2004~~March 31, 2005 were ~~$30,000~~$129,000 compared to ~~$15,000~~$99,000 for the three months ended ~~September 30, 2003, with the increase primarily due to higher interest income and miscellaneous income.~~March 31, 2004.

Lease operating expense from continuing operations was ~~$1,887,000~~$2,244,000 for the three months ended March 31, 2005 versus $1,515,000 for the three months ended March 31, 2004, with the increase due to an increase in production volumes as well as unanticipated expenses on a non-producing field in South Louisiana. Production taxes from continuing operations were $786,000 in the three months ended ~~September 30, 2004 versus $1,291,000~~March 31, 2005 compared to $687,000 in the three months ended September 30, 2003, resulting from cost increases experienced primarily in the Burrwood/West Delta and Lafitte fields as well as from having a larger number of producing wells. Production taxes were $889,000 in the three months ended September 30, 2004 compared to $567,000 in the thirdfirst quarter of ~~2003,~~2004, with the increase due to higher ~~oil and gas sales in the 2004 period.~~production volumes. Depletion, depreciation and amortization expense from continuing operations was ~~$3,220,000~~$5,846,000 for the three months ended ~~September 30, 2004~~March 31, 2005 versus ~~$2,187,000~~$2,707,000 for the three months ended ~~September 30, 2003,~~March 31, 2004, with the increase due to higher equivalent units of production and higher depletion ~~rates.~~rates resulting from an increase in net capitalized development costs and a reduction at year end 2004 in proved developed reserves. Exploration expense in the three months ended ~~September 30, 2004~~March 31, 2005 was ~~$1,865,000~~$1,524,000 compared to ~~$385,000~~$937,000 in the three months ended ~~September 30, 2003,~~March 31, 2004, with the increase ~~primarily~~mainly due to ~~seismic~~dry hole costs in the ~~St. Gabriel field~~amount of $642,000 applicable to an exploratory well drilled in East Baton Rouge Parish, Louisiana, which was plugged and ~~higher non-producing leasehold amortization expense.~~abandoned in May 2005. The Company will expense its remaining share of the dry hole costs, estimated to be approximately $800,000 in the second quarter of 2005.

General and administrative expenses amounted to ~~$1,641,000~~$1,620,000 in the three months ended ~~September 30, 2004~~March 31, 2005 versus ~~$1,365,000~~$1,505,000 in the ~~third~~first quarter of ~~2003.~~2004. The most significant factor in this variance resulted from an increase in the Company’s payroll and employee benefits expense to ~~$1,074,000~~$1,062,000 in the three months ended

~~September 30, 2004~~ March 31, 2005 from ~~$616,000~~$783,000 in the three months ended ~~September 30, 2003, primarily due to an increase in the number of employees. Additionally, non-cash charges for employee equity compensation programs increased to $139,000 in the third quarter of~~March 31, 2004, ~~from $43,000 in the third quarter of 2003. Partially offsetting these increases were decreases in legal fees and other administrative expenses.~~

Interest expense was $317,000 in the three months ended September 30, 2004 compared to $324,000 in the third quarter of 2003, with the decrease primarily resulting from a decline in the amortization of prepaid debt costs.

Gains and losses on asset sales and litigation judgement were a net gain of $2,046,000 in the three months ended September 30, 2004 compared to $8,000 in the three months ended September 30, 2003, with the increase due to a non-recurring gain resulting from the final judgment ordered by the trial judge in favor of the Company in its litigation against the operator of the Lafitte field.

Income tax expense was $72,000 in the three months ended September 30, 2004 compared to $660,000 in the three months ended September 30, 2003. The Company revised its deferred tax valuation allowance in the third quarter of 2004 in the amount of $1,471,000, based primarily on the anticipated utilization of tax operating loss carryforwards, whereas in the three months ended September 30, 2003 income tax expense represented 35% of pre-tax income.

~~Nine months ended September 30, 2004 versus nine months ended September 30, 2003~~

Total revenues for the nine months ended September 30, 2004 amounted to $32,474,000 compared to $22,956,000 for the nine months ended September 30, 2003. Oil and gas sales for the nine months ended September 30, 2004 were $32,329,000 compared to $22,551,000 for the nine months ended September 30, 2003. This increase resulted from a 26% increase in oil and gas production volumes, due to a number of successful well completions since the first quarter of 2003, as well as an increase in average oil and gas prices. Additionally, oil and gas revenues include sales of natural gas liquids in the amount of $1,417,000 in the nine months ended September 30, 2004 compared to $306,000 in the nine months ended September 30, 2003, resulting from processing a portion of the Company’s natural gas production beginning in July 2003 (sales of natural gas liquids are reflected in the calculation of average gas prices shown below). The following table presents the production volumes and pricing information for the comparative periods, with the average oil and gas prices reflecting the results of the Company’s commodity hedging program as further described under “Quantitative and Qualitative Disclosures About Market Risk – Commodity Hedging Activity.”

Other revenues for the nine months ended September 30, 2004 were $145,000 compared to $405,000 for the nine months ended September 30, 2003, with the decrease of $260,000 primarily due to the absence of prospect fees received on two drilling prospects in the first quarter of 2003.

Lease operating expense was $5,079,000 in the nine months ended September 30, 2004 versus $4,559,000 in the nine months ended September 30, 2003, with the increase resulting largely from an increase in the number of producing wells. Production taxes were $2,178,000 in the nine months ended September 30, 2004 compared to $1,614,000 in the nine months ended September 30, 2003, due to higher oil and gas sales in the 2004 period. Depletion, depreciation and amortization expense was $8,454,000 for the nine months ended

September 30, 2004 versus $6,312,000 for the nine months ended September 30, 2003, with the increase due to higher equivalent units of production, and higher depletion rates. Exploration expense in the nine months ended September 30, 2004 was $3,881,000 compared to $1,829,000 in the nine months ended September 30, 2003, with the increase primarily due to seismic costs in the Plumb Bob and St. Gabriel fields and higher non-producing leasehold amortization expense, partially offset by a decrease in exploratory dry hole costs.

General and administrative expenses amounted to $4,473,000 in the nine months ended September 30, 2004 versus $3,993,000 in the nine months ended September 30, 2003. The most significant factor in this variance resulted from an increase in the Company’s payroll and employee benefits expense to $2,360,000 in the nine months ended September 30, 2004 from $1,523,000 in the nine months ended September 30, 2003, primarily due to an increase in the number of employees. Partially offsetting this increase were decreases in ~~legal fees and~~ certain other administrative expenses as well as a decrease in non-cash charges for employee equity compensation programs to $407,000 in the nine months ended September 30, 2004 from $513,000 in the nine months ended September 30, 2003. In the 2004 period, these non-cash charges consisted solely of vesting of restricted stock grants in the amount of $407,000, whereas in the 2003 period, such amounts included charges of $403,000 related to the February 2003 issuance of 125,157 shares of common stock in lieu of 1,016,500 cancelled stock options and $110,000 related to the vesting of restricted stock grants.expenses.

Interest expense was ~~$789,000~~$307,000 in the ~~nine~~three months ended ~~September 30, 2004~~March 31, 2005 compared to ~~$746,000~~$217,000 in the ~~nine~~three months ended ~~September 30, 2003,~~March 31, 2004, with the increase primarily attributable to ~~a higher~~an increase in the level of borrowings.

Unrealized loss on derivatives amounted to $10,423,000 in the ~~2004 period.~~three months ended March 31, 2005, compared to zero in the three months ended March 31, 2004. The 2005 amount arose because the Company’s natural gas hedges were deemed to be ineffective under accounting rules for the first quarter of 2005, which resulted in the changes in fair value of such hedges being reflected in earnings rather than in other comprehensive income, a component of stockholders’ equity. To the extent that the Company’s hedges are not deemed to be effective in the future, the Company will be exposed to volatility in earnings resulting from changes in the fair value of its hedges.

~~Gains and losses~~Net gains on asset sales ~~and litigation judgement~~ were ~~a net gain of $1,987,000~~$151,000 in the ~~nine~~three months ended ~~September 30, 2004~~March 31, 2005 compared to ~~a net loss of $229,000~~zero in the ~~nine~~three months ended ~~September 30, 2003, with the increase due to a non-recurring gain resulting~~March 31, 2004 and primarily resulted from the ~~final judgment ordered by the trial judge~~sale of a marginally producing 3 well field in ~~favor of the Company in its litigation against the operator of the Lafitte field.~~South Louisiana.

Income ~~tax expense was $255,000~~taxes from continuing operations were a benefit of $3,308,000 in the ~~nine~~three months ended ~~September 30, 2004~~March 31, 2005 compared to ~~$1,285,000~~an expense of $1,119,000 in the ~~nine~~three months ended ~~September 30, 2003.~~March 31, 2004. The ~~Company revised its deferred tax valuation allowance~~amounts in the nine months ended September 30, 2004 in the amount of $3,106,000, based on the anticipated reversal of temporary differences and utilization of tax operating loss carryforwards, whereas in the nine months ended September 30, 2003 income tax expenseboth periods essentially represented 35% of pre-tax ~~income.~~income (loss) attributable to continuing operations.

Net cash provided by operating activities was ~~$24,108,000~~$10,127,000 in the ~~nine~~three months ended ~~September 30, 2004,~~March 31, 2005 compared to ~~$10,869,000~~$7,175,000 in the ~~nine~~three months ended ~~September 30, 2003.~~March 31, 2004. The increase in the ~~2004~~2005 period reflects higher oil and gas revenues, partially offset by an increase in lease operating ~~expenses, production taxes, and exploration~~ expenses. The operating cash flow amounts are net of changes in ~~working capital,~~current assets and current liabilities, which resulted in an increase in ~~operating cash flow~~working capital of ~~$5,100,000~~$2,034,000 in the ~~nine~~three months ended ~~September 30, 2004,~~March 31, 2005, compared to ~~a decrease~~an increase of ~~$1,284,000~~$887,000 in the ~~nine~~three months ended ~~September 30, 2003.~~March 31, 2004.

Net cash used in investing activities was ~~$28,800,000~~$20,642,000 in the ~~nine~~three months ended ~~September 30, 2004,~~March 31, 2005, compared to ~~$15,030,000~~$5,683,000 in the ~~nine~~three months ended ~~September 30, 2003.~~March 31, 2004. In the ~~nine months ended September 30, 2004~~first quarter of 2005, capital expenditures totaled ~~$28,809,000,~~$20,772,000, as the Company ~~participated in the drilling of two successful exploratory wells and one successful sidetrack well in the Burrwood/West Delta 83 field and~~ incurred substantial drilling and leasehold acquisition costs in East Texas and Northwest Louisiana (see “Cotton Valley Drilling Program”). ~~Offsetting these capital expenditures was a minor property sale in the amount of $9,000.~~ In the ~~nine months ended September 30, 2003,~~first quarter of 2004, capital expenditures totaled ~~$15,371,000 and were partially offset by~~$5,683,000, as the ~~sale of the Company’s interest~~Company participated in the drilling of two successful exploratory wells in the Burrwood/West Delta 83 field in South ~~Drew field resulting in proceeds of $341,000.~~

Net cash provided by financing activities was ~~$4,964,000~~$8,448,000 in the ~~nine~~three months ended ~~September 30, 2004,~~March 31, 2005 compared to ~~$2,440,000~~net cash used in financing activities of $1,120,000 in the ~~nine~~three months ended ~~September 30, 2003.~~March 31, 2004. In the ~~nine months ended September 30, 2004,~~first quarter of 2005, net borrowings under the Company’s senior credit facility provided cash of ~~$5,500,000~~$8,272,000 and exercises of stock ~~options~~warrants and ~~warrants~~options provided cash of ~~$169,000,~~$458,000, while preferred stock dividends and production payments used cash of ~~$705,000.~~$282,000. In the ~~nine months ended September 30, 2003, borrowings under the Company’s senior credit facility provided~~first quarter of 2004, cash was used for debt repayments of ~~$3,100,000~~$1,000,000 and preferred stock dividends and production payments of $243,000, while exercises of stock warrants provided cash of ~~$122,000, while preferred stock dividends and production payments used cash of $782,000.~~$123,000.

In ~~July 2004,~~April 2005, the Company announced that its ~~Board~~board of ~~Directors~~directors had ~~approved~~authorized an increase in ~~the Company’s 2004~~its 2005 capital expenditure budget ~~from $25~~to approximately $95 million, upsubject to ~~$45 million. The Board approved the increase in order to accelerate the development~~quarterly approval. Approximately two-thirds of the ~~Company’s acreage~~2005 capital expenditure budget is expected to be focused on a relatively low risk development drilling program in the Cotton Valley trend of East Texas and Northwest Louisiana (see “Cotton Valley Drilling Program”) and ~~due to~~the remainder on the Company’s ~~improving projections for cash flow from operations. The~~existing properties and new exploration programs. Subject to current economics and financial resources, the Company expects to finance its ~~remaining 2004~~2005 capital expenditures through a combination of cash flow from operations and borrowings under its existing ~~and, possibly, expanded~~ bank credit ~~facilities~~facility which was expanded in February 2005 (see “Senior Credit Facility”). ~~Approximately 50%~~

In April 2005, the Company also filed a prospectus supplement for a public offering of 2,800,000 shares of its common stock. Net proceeds of the ~~2004 capital expenditure budget has been designated for exploration and development drilling activities in the~~offering would be used primarily to fund an accelerated Cotton Valley ~~trend.~~trend drilling program in East Texas and Northwest Louisiana. In the event that the offering is unsuccessful, the Company will seek other financing alternatives.

In the first quarter of 2004, the Company commenced what it believes is a relatively low risk drilling ~~initiative~~program which is focused on the Cotton Valley trend in the East Texas Basin in and around Rusk ~~Panola~~ and ~~Smith~~Panola Counties, Texas, and DeSoto and Caddo Parishes, Louisiana. As of ~~October 31, 2004,~~May 5, 2005, the Company had acquired or farmed in leases totaling approximately ~~45,000~~48,000 gross acres, with an average working interest of approximately ~~80%~~90%, and is attempting to acquire additional acreage in the area. ~~The~~As of May 5, 2005, the Company ~~has~~had successfully drilled 823 operated wells targeting the Cotton Valley ~~formation and projects that it will drill a total of 14 to 15 such wells by the end of 2004.~~formation. For the wells completed and placed on production to date, the Company estimates that the average initial ~~30 day average~~ gross production rate per well is approximately ~~900 Mcf~~1,600 Mcfe of gas per day. This estimated average initial gross production rate ~~for the initial 30 day period~~ is consistent with the range originally projected by the Company prior to commencing its drilling activities in the Cotton Valley trend. Initial production from the Cotton Valley wells commenced in June 2004, and taking into account the expected decline following the initial 30 day period, the current gross production from the ~~8 successfully completed~~ wells placed in production is approximately ~~5,200 Mcf~~12,900 Mcfe of gas per ~~day, or 3,500 Mcf of gas per day net to the Company.~~day.

In East Texas, the Company began leasing acreage in the first quarter of 2004 and commenced a drilling program in April ~~2004 and has~~2004. As of May 5, 2005, the Company had drilled a total of 619 successful wells in East Texas on its operated acreage targeting the Cotton Valley formation. The Company has a 100% working interest in ~~four~~11 of the completed wells and an ~~85%~~86% working interest in ~~two~~eight of the completed wells. ~~The Company currently has engaged two drilling rigs which are drilling new wells on its operated acreage in East Texas and has a third rig under contract.~~

In Northwest Louisiana, the Company commenced a drilling program targeting the Cotton Valley formation in the first quarter of 2004 and has ~~successfully~~currently completed ~~two wells, which are currently in production.~~three Cotton Valley wells. The Company’s initiative in this area began in the third quarter of 2003, when it obtained, via farmout, exploration rights to approximately 18,000 gross acres in the Bethany-Longstreet ~~field (excluding the Crane zone of the Pettit formation).~~field. The Company ~~will retain~~retains continuous drilling rights to the entire block so long as it drills at least one well ~~every~~within 120 ~~days.~~days from previous operations. For each productive well drilled under the agreement, the Company ~~will earn~~earns an assignment to 160 acres. The Company began exploration and development drilling activities in the field and completed three successful wells in ~~the Hosston~~a shallower formation in the fourth quarter of 2003. The Company has a 70% working interest in the ~~five~~ Bethany-Longstreet ~~wells completed to date and anticipates that its working interests in the additional wells to be drilled in the field will range between 50% and 70%.~~field.

In— During the ~~second~~first quarter of ~~2004,~~2005, the ~~Company successfully completed two exploratory wells~~initial well on the Company’s Tunney prospect in the Burrwood/West Delta 83 ~~fields~~field went off production from the initial zone due to reservoir depletion and was recompleted in ~~Plaquemines Parish, Louisiana. The first well was the Company’s initial Dempsey Prospect well,~~two sands in ~~which it has~~ a ~~70% working interest and the second well was the Company’s initial Norton Prospect well,~~dual completion in ~~which it has a 65% working interest. Additionally, in the third quarter~~April 2005. Upon completion of ~~2004,~~an additional flowline, the Company ~~drilled a successful sidetrack well to one of its other existing producing wells in the field, in which it has a 65% working interest. The Company’s share of the current~~expects combined gross production from ~~these three wells is~~the recompleted zones will be approximately ~~4,300 Mcf~~1,750 Bbls of ~~gas~~oil per day and ~~425 barrels of oil~~3,500 Mcf per day. InThe Company owns an approximate 40% working interest in the ~~fourth quarter of 2004, the Company anticipates drilling an additional exploratory well on a prospect with a 42% working interest.~~well.

— In the third quarter of 2003, the Company obtained certain rights in the Plumb Bob field located in St. Martin Parish, Louisiana. The rights include a 70% working interest in oil and gas leases covering approximately 450 acres, 3-D seismic permits with oil and gas lease options covering approximately 17,000 ~~acres, seven existing shut-in wellbores, where the Company identified recompletion projects, and the rights to acquire related production facilities and pipelines upon establishment of production.~~acres. In the fourth quarter of 2003, the Company began workover drilling activities in the field and restored production capability in three ~~wells.~~wells, one of which is currently producing. In the fourth quarter of 2003, the Company also commenced a 30 square mile 3-D seismic survey which was completed in the second quarter of 2004. Processing of the seismic data was completed in late 2004 and evaluation of the ~~seismic~~ data ~~will take place in the second half of 2004. Based on the evaluation of the seismic data, the Company will determine the extent of its drilling and remaining workover plans in the field.~~is ongoing.

— In July 2004, the Company announced that it ~~has entered into~~had acquired a 70% working interest in 3-D seismic permits and oil and gas lease options enabling it to acquire an approximate 30 square mile 3-D seismic survey over the St. Gabriel field in Ascension and Iberville Parishes, Louisiana. The Company commenced shooting the 3-D seismic survey in July ~~2004. Data~~2004 and data acquisition was ~~recently~~ completed ~~and the Company expects to receive the processed data by the end~~in September 2004. Processing of the ~~year. The Company has an approximate 70% working interest~~data was completed in ~~the project~~November 2004 and ~~has budgeted a total of approximately $1.75 million for the acquisition~~evaluation of the ~~rights and the 3-D seismic survey in 2004. Post 3-D development drilling activities are not expected to occur prior to 2005.~~data is ongoing.

OnIn November 9, 2001, the Company established a ~~three-year~~ $50,000,000 senior credit facility with BNP Paribas, with an initial borrowing base of ~~$25,000,000.~~$25,000,000 and a three year term. In December 2003, the borrowing base was redetermined to be $28,000,000 and BNP Paribas and the Company agreed to extend the term of the senior credit facility to December 29, 2006, subject to periodic redeterminations of the borrowing base. In August 2004, the borrowing base was redetermined to be $32,000,000. Borrowings outstanding under the senior credit facility were $25,500,000 as of September 30, 2004 and November 10, 2004 and the Company expects to have continuing liquidity to meet its working capital needs and capital expenditures. The Company has also entered into a non-binding agreement for a subordinated bank credit facility of up to $15 million that would be available to finance the increased capital expenditures related to development of the Company’s acreage in the Cotton Valley trend (see “Liquidity and Capital Resources”).

Interest on borrowings ~~under the existing senior credit facility accrue~~accrues at a rate calculated, at the option of the Company, asat either the BNP Paribas base rate plus 0.00% to 0.50%, or LIBOR plus 1.50% to —2.50%,

depending on borrowing base utilization. Interest on LIBOR-rate borrowings is due and payable on the last day of its respective interest period. Accrued interest on each base-rate borrowing is due and payable on the last day of each quarter. The credit facility requires that the Company pay a 0.375% per annum commitment fee, payable in quarterly installments based on the Company’s borrowing base utilization. Prior to maturity, no principal payments are required so long as the maximum borrowing base amount exceeds the amounts outstanding under the credit facility.

The credit facility precludes the payment of dividends on the Company’s common stock and requires the Company to ~~monitor~~maintain an adjusted current ratio (as defined), an interest

coverage ratio for the trailing four quarters of at least 3.0 times, and a tangible net worth ~~and maintain certain financial statement ratios at certain levels.~~of not less than the sum of $53,392,838, plus 50% of the Company’s cumulative net income after September 30, 2004, plus 100% of the net proceeds of any equity issuance by the Company after September 30, 2004. As of ~~September 30, 2004,~~March 31, 2005, the Company was in compliance with all such ~~requirements.~~requirements, after giving effect to a waiver received from BNP Paribas with respect to the adjusted current ratio covenant. The Company sought and obtained the waiver of non-compliance with the current ratio covenant in its credit agreement for the first quarter 2005, which states that the Company must maintain a defined current ratio of 1.00 to 1.00, as adjusted to include borrowing capacity with current assets and to exclude any current liability for derivatives, other non-cash charges and current maturities. The current ratio deficit occurred due to the Company’s accelerated drilling activities, primarily in the Cotton Valley Trend. The Company believes it can avoid future deficiencies in its current ratio by replacing borrowing capacity through the pay down of current borrowings with proceeds from equity offerings or alternate financings, increases in borrowing base resulting from the addition of new developed reserves or adjusting the timing of its capital expenditures. The Company is in compliance with all of its other bank covenants. Substantially all the Company’s assets are pledged to secure the senior credit facility. As of March 31, 2005 and May 9, 2005, the Company’s outstanding borrowings under the senior credit facility were $35,500,000 and $39,500,000, respectively, including $7,500,000 initially advanced under the second tranche. In May 2005, the credit agreement was amended to allow the Company to redraw the $7,500,000 initially advanced under the second tranche provided it is repaid within 30 days of a public stock offering.

In February 2003, the Company entered into three separate interest rate swaps with BNP Paribas covering a three year period, ~~commencing in February 2003,~~as further described below, and in February 2004, ~~the Company~~ entered into ~~a fourth~~another interest rate swap with BNP Paribas ~~covering a~~for an additional one year period ~~commencing in February 2006~~ (see “Quantitative and Qualitative Disclosures About Market ~~Risk –~~ Risk—Debt and debt-related derivatives”).

Effective January 1, 2003, the Company adopted SFAS No. 143,Accounting for Asset Retirement ~~Obligations~~Obligations.. SFAS No. 143 requires the Company to record a liability equal to the fair value of the estimated cost to retire an asset. The asset retirement liability must be recorded in the periods in which the obligation meets the definition of a liability, which is generally when the asset is placed in service. Prior to the adoption of SFAS No. 143, the Company recorded liabilities for the abandonment of oil and gas properties only in its two largest fields, with such liabilities amounting to $4,881,000 as of December 31, 2002. In accordance with the transition provisions of SFAS No. 143, the Company recorded an adjustment to recognize additional estimated liabilities for the abandonment of oil and gas properties, as of January 1, 2003, in the amount of $1,408,000, and additional oil and gas properties, net of accumulated depletion, depreciation and amortization, in the amount of $1,092,000. Any subsequent difference between costs incurred upon settlement of an asset retirement obligation and the recorded liability will be recognized as a gain or loss in the Company’s earnings. To recognize the cumulative effect of this change in accounting principle, the Company recorded a charge to earnings as of January 1, 2003 in the amount of $205,000, reflecting the $316,000 difference between the adjustments to the liability and asset accounts, net of the related income tax effect.

In December 2004, the FASB issued ~~an exposure draft on accounting~~SFAS No. 123R,Share-Based Payment, a revision of SFAS No. 123,Accounting for ~~stock-based compensation.~~Stock-Based Compensation. The exposure draft reflects the FASB’s tentative conclusion that the fair value of stock options should be expensed in companies’ financial statements for years ending after December 31, 2004. In October 2004, the FASB announced that it would defer the effective date forrevised statement requires the expensing of new, modified or repurchased stock-based compensation awards issued after June 15, 2005. Previously issued stock-based compensation awards, which are unvested as of that date, must also be accounted for in accordance with the revised statement. The revised statement provides for the use of either a closed-form model or open-form lattice model for the valuation of stock ~~options as proposed in the exposure draft for at least six months.~~option awards. The Company ~~will continue~~plans to ~~monitor developments with respect~~follow the “modified prospective application” to the ~~exposure draft to determine~~adoption of the revised statement and is currently evaluating the potential impact that the adoption of the revised statement will have on its financial statements. In April 2005, the SEC adopted a rule permitting registrants to delay the expensing of options, pursuant to SFAS No. 123R, to the first annual period beginning after June 15, 2005. Accordingly, the Company will implement the provisions of SFAS No. 123R in its financial statements, effective January 1, 2006.

The Company enters into futures contracts or other hedging agreements from time to time to manage the commodity price risk for a portion of its production. The Company considers these to be hedging activities and, as such, monthly settlements on these contracts are reflected in its crude oil and natural gas sales. The Company’s strategy, which is administered by the Hedging Committee of the Board of Directors, and reviewed periodically by the entire Board of Directors, has been to hedge between 30% and 70% of its production. As of ~~September 30, 2004,~~March, 31, 2005, all of the commodity hedges utilized by the Company were in the form of fixed price swaps, where the Company receives a fixed price and pays a floating price based on NYMEX quoted prices. The basis risk for the pricing differentials between the points the Company sells its production and the NYMEX locations is not hedged. Changes in the basis during the term of a hedge may cause ineffectiveness of the hedge. As of ~~September 30, 2004,~~March 31, 2005, the Company’s open forward position on its outstanding commodity hedging contracts, all of which were with BNP Paribas, was as follows:

The hedging contracts summarized above fall within the Company’s targeted range of its estimated net oil and gas production volumes for the applicable periods of 2005. The fair value of the crude oil and natural gas ~~and oil~~ hedging contracts in place at ~~September 30, 2004,~~March 31, 2005 resulted in a liability of ~~$7,646,000.~~$15,267,000. Based on oil and gas pricing in effect at ~~September 30, 2004,~~March 31, 2005, a hypothetical 10% increase in oil and gas prices would have increased the liability to ~~$11,963,000~~$23,567,000 while a hypothetical 10% decrease in oil and gas prices would have decreased the liability to ~~$3,329,000.~~$6,993,000. Subsequent to ~~September 30, 2004,~~March 31, 2005, the Company entered into the following crude oil and natural gas hedging contracts with BNP Paribas:

~~2,000 MMBtu per day “swap” at fixed price of $8.14 for January 2005 through March 2005;~~

Gas - 3,000 MMBtu per day “swap” at ~~fixed price of $6.55~~$6.94 per MMBtu for April ~~2005~~2006 through ~~June 2005;~~December 2006

Oil - 400 barrels per day “swap” at ~~fixed price of $6.50~~$52.88 per barrel for ~~July 2005 through September 2005;~~

~~3,000 MMBtu per day “swap” at fixed price of $6.75 for October 2005~~January 2006 through December ~~2005~~2006

In February 2003, the Company entered into three separate interest rate swaps with BNP Paribas covering a three year period (one of the interest rate swaps has now expired). The first interest rate swap, which had an effective date of February 26, 2003, expired on its maturity date of February 26, 2004, and was for $18,000,000 with a LIBOR swap rate of 1.53%. The second interest rate swap, which has an effective date of February 26, 2004 and a maturity date of November 8, 2004, is for $18,000,000 with a LIBOR swap rate of

~~2.25%. The third~~unexpired interest rate swap, which has an effective date of November 8, 2004 and a maturity date of February 26, 2006, is for $18,000,000 with a LIBOR swap rate of 3.46%. In February 2004, the Company entered into ~~a fourth~~another interest rate swap contract with BNP Paribas, which has an effective date of February 26, 2006 and a maturity date of February 26, 2007, for $23,000,000 with a LIBOR swap rate of 4.08%. The fair value of the interest rate swap contracts in place at ~~September 30, 2004,~~March 31, 2005, resulted in ~~a liability~~an asset of ~~$302,000.~~$113,000. Based on interest rates ~~in effect~~ at ~~September 30, 2004,~~March 31, 2005, a hypothetical 10% increase or decrease in interest rates would not have a material effect on the liability.

Despite the measures taken by the Company to attempt to control price risk, the Company remains subject to price fluctuations for natural gas and oil sold in the spot market. Prices received for natural gas sold on the spot market are volatile due primarily to seasonality of demand and other factors beyond the Company’s control. Domestic oil and gas prices could have a material adverse effect on the Company’s financial position, results of operations and quantities of reserves recoverable on an economic basis.

Certain statements in this Quarterly Report on Form 10-Q regarding future expectations and plans for future activities may be regarded as “forward looking statements” within the meaning of Private Securities Litigation Reform Act of 1995. They are subject to various risks, such as financial market conditions, operating hazards, drilling risks and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

The Company, under the direction of its chief executive officer and chief financial officer, has established controls and procedures to ensure that material information relating to the Company and its consolidated subsidiaries is made known to the officers who certify the company’s financial reports and to other members of senior management and the Board of Directors.

Based on their evaluation as of ~~September 30, 2004,~~March 31, 2005, the chief executive officer and chief financial officer of Goodrich Petroleum Corporation have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of ~~September 30, 2004~~March 31, 2005 to ensure that the information required to be disclosed by Goodrich Petroleum Corporation in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

~~Except for changes implemented by the Company to correct the material weakness in internal controls reported in the Company’s Annual Report on Form 10-K for the year ended December, 31, 2003, there~~There were no ~~significant~~ changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their most recent evaluation.

For a description of the Company’s legal proceedings, see Note F to the Consolidated Financial Statements included in Part I, Item 1 of this quarterly report on Form 10-Q, and Part I, Item 3 of the Company’s Form 10-K filed on March 25, 2005.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Delaware		76-0466193
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer ID. No.)

808 Travis Street, Suite 1320, Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)


		Page No.
PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Consolidated Balance Sheets ~~September 30, 2004~~ March 31, 2005 (Unaudited) and December 31, ~~2003~~2004		3-4

Consolidated Statements of Operations (Unaudited) Three Months Ended ~~September 30,~~March 31, 2005 and 2004 ~~and 2003~~ ~~Nine Months Ended September 30, 2004 and 2003~~		5 6

Consolidated Statements of Cash Flows (Unaudited) ~~Nine~~ Three Months Ended ~~September 30,~~March 31, 2005 and 2004 ~~and 2003~~		76

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Unaudited) ~~Nine~~ Three Months Ended ~~September 30,~~March 31, 2005 and 2004 ~~and 2003~~		87

Notes to Consolidated Financial Statements (Unaudited)		~~9-15~~8-14

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.		~~16-21~~15-19

Item 3.Quantitative and Qualitative Disclosures About Market Risk.		~~22-23~~20

Item 4.Controls and Procedures.		2422

PART II - OTHER INFORMATION		2523

Item 1.Legal Proceedings.		2523

Item 2.~~Changes in Securities.~~ Unregistered Sales of Equity Securities and Use of Proceeds.		2523

Item 3.Defaults ~~Upon~~upon Senior Securities.		2523

Item 4.Submission of Matters to a Vote of Security Holders.		2523

Item 5.Other Information.		2523

Item 6.~~Exhibits and Reports on Form 8-K.~~ Exhibits.		2523


	Three Months Ended September 30, 2003				Nine Months Ended September 30, 2003
	As Reported		As Restated		As Reported		As Restated
Depletion, Depreciation and Amortization	$	1,704,263	$	2,186,782	$	4,889,893	$	6,311,896
Income Taxes		828,483		659,601		1,783,640		1,285,435
Net Income		1,538,613		1,224,976		3,107,183		2,183,385
Net Income Applicable to Common Stock		1,380,247		1,066,610		2,632,085		1,708,287
Net Income per Average Common Share (Basic)		0.08		0.06		0.15		0.09
Net Income per Average Common Share (Diluted)		0.07		0.05		0.13		0.08


Oil and gas sales	$	160,773
Operating expenses		(88,241	)
Gain on sale		—

Income before taxes		72,532
Income tax expense		25,386

Income from discontinued operations	$	47,146


	Three Months Ended March 31,
	2005			2004
Beginning balance	$	6,810,500		$	6,601,186
Accretion of liability		91,240			78,393
Liability for newly added wells		75,151			130,925
Abandonment costs incurred		—			—

Ending balance		6,976,891			6,810,504
Less: current portion		(91,605	)		(91,605	)

	$	6,885,286		$	6,718,899


Natural Gas	4^th Qtr 2004			1st Qtr 2005			2nd Qtr 2005			3rd Qtr 2005			4^th Qtr 2005
	Qty*	Price		Qty*	Price		Qty*	Price		Qty*	Price		Qty*	Price
	3,000	$	5.00	6,000	$	6.27	4,000	$	6.03	4,000	$	6.03	4,000	$	6.03
	3,000	$	5.94	2,000	$	7.70	2,000	$	6.50	2,000	$	6.50	2,000	$	6.70
* Quantity in MMBtu per day.

Crude Oil	4^th Qtr 2004			1st Qtr 2005			2nd Qtr 2005			3rd Qtr 2005			4^th Qtr 2005
	Qty**	Price		Qty**	Price		Qty**	Price		Qty**	Price		Qty**	Price
	700	$	28.20	500	$	33.28	500	$	35.00	500	$	34.65	500	$	34.50
	300	$	30.25	500	$	35.73	500	$	37.18	500	$	36.18	500	$	39.20


	Natural Gas			Crude Oil
	Quantity*	Price		Quantity**	Price
Second Quarter 2005	15,000	$	6.54	1,000	$	36.09
Third Quarter 2005	15,000		6.53	1,000		35.42
Fourth Quarter 2005	15,000		6.61	1,000		36.85

First Quarter 2006	14,000	$	7.05	300	$	45.80
Second Quarter 2006	8,000		6.88	400		48.71
Third Quarter 2006	8,000		6.88	400		48.71
Fourth Quarter 2006	8,000		6.88	400		48.71


	Nine Months Ended September 30, 2004			Nine Months Ended September 30, 2003
	Production	Average Price		Production	Average Price
Gas (Mcf)	3,457,886	$	5.91	2,306,721	$	5.26
Oil (Bbls)	366,295	$	32.35	366,310	$	28.30


~~Item 1.~~10.1		~~Legal Proceedings.~~

		~~See Note F~~First Amendment to ~~Consolidated Financial Statements~~

~~Item 2.~~		~~Changes in Securities.~~

		~~None~~

~~Item 3.~~		~~Defaults Upon Senior Securities.~~

		~~None~~

~~Item 4.~~		~~Submission~~the Amended and Restated Credit Agreement, dated as of ~~Matters to a Vote of Security Holders.~~

		~~None~~

~~Item 5.~~		~~Other Information.~~

		~~Not applicable~~

~~Item 6.~~		~~Exhibits and Reports on Form 8-K.~~

~~(a)~~		~~Exhibits~~April 29, 2005.

31.1		Certification by Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~(b)~~		~~Reports on Form 8-K~~

		~~On August 16, 2004, the Company filed a Form 8-K report containing its Second Quarter 2004 Earnings Release.~~


				GOODRICH PETROLEUM CORPORATION
				(Registrant)

~~November~~ May 10, ~~2004~~2005				/s/ Walter G. Goodrich
Date				Walter G. Goodrich,
				Vice Chairman & Chief Executive Officer

~~November~~ May 10, ~~2004~~2005				/s/ D. Hughes Watler, Jr.
Date				D. Hughes Watler, Jr.,
				Senior Vice President & Chief Financial Officer