SecProbe.io

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								July 13, 2005

Mr. D. Hughes Watler, Jr.
Chief Financial Officer
Goodrich Petroleum Corporation
808 Travis St., Suite 1320
Houston, Texas  77002

	Re:	Goodrich Petroleum Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 25, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
      Filed May 10, 2005
		File No. 1-12719

Dear Mr. Watler:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note B-Summary of Significant Accounting Policies, page 37

Derivative Instruments and Hedging Activities, page 38

1. We understand that you assess "at inception, and on an ongoing
basis, whether a derivative instrument used as a hedge is highly
effective in offsetting changes in the fair value or cash flows of
the hedged item."  Please expand on your policy disclosure to
explain, in more detail, how hedge effectiveness is determined and
evaluated.  Also, please expand on your critical accounting
policies
discussion in MD&A at page 29 to provide information about the
quality and potential variability of your earnings and cash flow
so
that investors may ascertain the extent to which your reported
financial information is indicative of your future results.  In
your
response, clearly describe to us the factors that contributed to
your
conclusion during the fiscal quarter ended March 31, 2005 that the
hedging derivatives were ineffective thereby resulting in the
recognition in earnings an unrealized loss in the amount of
$10,423,000.

Engineering Comments

NOTE P-Supplemental Oil and Gas Reserve Information (Unaudited),
page
55

2. We note your 2004 proved reserve revisions are -22% for gas and
-
44% for oil.  Your 2004 proved reserve extensions, discoveries and
other additions are +156% for gas and +25% for oil.  Reconcile
these
changes to us.  Include the reserve reports that are the bases for
your 2003 and 2004 proved reserve disclosures, a discussion of the
hyperbolic decline curve parameters that you used and any other
supplemental information that you consider appropriate.  Amend
your
document to explain these changes per paragraph 11 of Financial
Accounting Standard 69.  You may contact us for assistance in this
matter.

Form 10-Q for the Fiscal Quarter Ended March 31, 2005

Financial Statements

Consolidated Statements of Operations, page 5

3. We understand from the "Derivative Instruments and Hedging
Activities" section of your summary of significant accounting
policies discussion at page 39 of your Form 10-K for the fiscal
year
ended December 31, 2004 that "ineffective portions of a cash flow
hedging derivative`s change in fair value are recognized currently
in
earnings as oil and gas revenues."  We note from the consolidated
statements of operations and the related disclosure at page 11 of
your Form 10-Q for the fiscal quarter ended March 31, 2005 that
you
"recognized in earnings an unrealized loss on derivative
instruments
in the amount of $10,423,000" and that the unrealized loss was
reported as a component of "Other Income(Expense)."  Please
explain
why these are not classified in a manner that is consistent with
the
policy described in your Form 10-K and support your classification
of
the unrealized loss as a component of "Other Income(Expense)" as
opposed to a component of "Revenues."  In your response, indicate
whether the change in reporting classification during the fiscal
quarter ended March 31, 2005 reflects a change in your policy that
you intend to consistently apply to all future periods.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Regina Balderas, Staff Accountant, at (202)
551-
3722 or Jill Davis, Branch Chief, at (202) 551-3683 if you have
questions regarding comments on the financial statements and
related
matters.  You may contact Ronald Winfrey, Petroleum Engineer, at
(202) 551-3703 with questions about engineering comments.  Please
contact me at (202) 551-3740 with any other questions.

								Sincerely,

								H. Roger Schwall
								Assistant Director

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Mr. D. Hughes Watler, Jr.
Goodrich Petroleum Corporation
July 13, 2005
page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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