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SEC Correspondence

 [Goodrich Petroleum Corporation Letterhead]

 August 24, 2005

 VIA EDGAR AND FAX

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W., Stop 4-5

 Washington, D.C. 20549

Attn:

 Ms. Regina Balderas

 Division of Corporation
Finance

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

 Response
Letter Dated July 26, 2005

 File No. 1-12719

 Ladies and Gentlemen:

 On behalf of Goodrich Petroleum Corporation (the “Company”), this
letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated August 10, 2005 (the “Comment Letter”)
with respect to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2004 and Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2005. For your convenience, we have repeated in italics each comment of the Staff
exactly as given in the Comment Letter and set forth below each such comment is the Company’s response.

 General Response to Comments 1 and 2:

 We read Comment 1 of your August 10, 2005 letter as a request to provide the Staff with more detail in order to provide sufficient background to further evaluate the Company’s hedge disclosures. The technical
detail of the matters requested in Comment 1 appears to go considerably beyond what we have reviewed in comparable disclosure in notes to financial statements. Given the nature of the requests, if hedging matters are to be discussed in more detail,
we respectfully suggest that such additional discussion should be more appropriately included in MD&A rather than in the financial statements. While we continue to believe our historical financial statement disclosures concerning hedging
accounting treatment are adequate, in our more detailed response to Comment 2 below, we have proposed MD&A disclosure to be included in our future reports that we believe should provide further understanding of our hedge positions and the
related accounting consequences.

 Securities and Exchange Commission

 August 24, 2005

 Page 2

 Our detailed responses to Comments 1 and 2 are provided below.

 Comment 1:

 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 have reviewed your response to prior comment one. Please address each of the following:

•

Please describe in more detail the structure of your commodity hedges such that it is clear how you determined, at inception, that the hedging relationships were expected to be
highly effective in achieving offsetting cash flows attributable to the hedged risk during the term of the hedges.

 Response:

 As discussed in our response letter dated July 26, 2005, at the inception of each of our currently outstanding hedge transactions, we expected that the
derivative would be highly effective in offsetting expected changes in cash flows from the item hedged based on the forward “strip prices” at the time of each hedge. We documented this expectation by tracking historic effectiveness
correlations on our gas swaps that only failed to meet our effectiveness correlation threshold under SFAS 133 for the first time in the fourth quarter of 2004, as further explained below.

 Currently we have only entered into oil and natural gas fixed price swap agreements whereby we pay or receive a settlement
amount on a monthly basis based on the difference of the fixed price in the contract and the settlement price. The settlement price of our oil swaps is generally the average daily NYMEX price for the month and for gas is generally the average NYMEX
price for the last three trading days of the month. In performing our effectiveness assessment, we have used 80% as the minimum threshold to indicate that the historical correlation between the derivative and the hedged item is “highly
effective.” Specifically, we perform a historical correlation analysis by comparing the change in monthly settlement prices on our oil and gas derivatives with the change in physical daily indexed prices that we receive from the field
purchasers for our oil and gas production designated for hedging. This historical correlation analysis is calculated using monthly trailing averages which extend for the same number of months “looking back” as we have outstanding hedges
“looking forward” (generally, 12 to 18 months).

 At
December 31, 2004, the historical correlation between the derivative settlement prices on our gas hedges and the field prices received for our physical production, using a 12 month trailing average, fell to approximately 75%. This is largely due to
the high gas price volatility

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 August 24, 2005

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 experienced that resulted in significant differences between the last three trading day average NYMEX price used in monthly settlement of the derivatives and the daily indexed prices that we receive for physical
deliveries of the gas being hedged. Since this percentage fell below the minimum 80% threshold, we concluded that our gas hedges ceased to be highly effective for that quarter. The situation continued in First Quarter 2005, as the historical
correlation analysis between the settlement prices and the field prices on our gas hedges, using a 12 month trailing average as of March 31, 2005, was approximately 60%. Thus, we continue to report all of our current gas hedges as not qualifying for
treatment as cash flow hedges in our financial statements.

 Notwithstanding the recent determination that our gas hedges are not highly effective for purposes of SFAS 133, the Company’s management continues to believe that its gas hedge strategy has been effective from a financial perspective
in that it provides cash flow stability.

 Comment 1 (continued):

•

Please clarify whether you exclude from your assessment of hedge effectiveness the changes in fair value attributable to changes in NYMEX quoted prices. Refer to paragraph 30 (a)
of SFAS 133, as further discussed in paragraph 63 in Section 2 of Appendix A of SFAS 133.

 Response:

 Pursuant to paragraph 30 (a) of SFAS 133, we do not exclude from our assessment of hedge effectiveness the changes in fair value attributable to changes in NYMEX quoted prices as such changes in fair value are reflected in the settlement
mechanism referenced in the response to the first bullet point of Comment 1 above.

 Comment 1 (continued):

•

Please describe in more detail the underlying factors that caused your gas hedges to fall below your 80% minimum price correlation threshold for the first time during the quarter
ended December 31, 2004 and again during the quarter ended March 31, 2005. In this regard, clearly explain to us the meaning of the statement, “Hedge ineffectiveness results from differences in the NYMEX contract terms and the physical
location, grade and quality of [your] oil and gas production” included at page 48 of your Form 10-K.

 Response:

 The impact of gas price volatility on measuring the hedge effectiveness and our pricing mechanics are explained in our response to the first bullet point
of Comment 1 above. In addition, changes in the basis differential, that is the difference in the indexed price received in the field for daily physical deliveries of the gas being hedged and the NYMEX price, and gas

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 August 24, 2005

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 grade and quality factors of our natural gas production impact the change in the prices we receive for our natural gas production, but do not have any effect on the change in the NYMEX prices that our hedge
settlements are based on. As a result, changes in basis differentials and fluctuations in gas grade and quality of hedged gas quantities will impact the correlation analysis used in determining hedging effectiveness, though historically these have
not been nearly as significant as the pricing differences caused by intra-month gas price volatility. Thus, we believe the quoted statement in our Form 10-K is correct.

 Comment 1 (continued):

•

Please confirm, if true, that pursuant to paragraph 32 of SFAS 133 you discontinued prospectively the accounting specified in paragraphs 30 and 31 of SFAS 133 when you
determined, during the quarters ended December 31, 2004 and March 31, 2005, that your gas hedges were no longer highly effective.

 Response:

 Pursuant to paragraph 32 of SFAS 133, we discontinued prospectively the accounting specified in paragraphs 30 and 31 of SFAS 133 when we determined,
during the quarters ended December 31, 2004 and March 31, 2005, that our gas hedges were no longer highly effective.

 Comment 2:

2.
We have reviewed your response to prior comment one. As previously requested, please expand your critical accounting policy and Management’s Discussion and Analysis
discussion to provide sufficient information regarding the factors that directly impact the effectiveness of the type of derivatives that you currently hold to enable investors to ascertain the extent to which your reported financial information is
indicative of your future results. Please expand your disclosures to more clearly discuss the potential volatility in earnings resulting from changes in the effectiveness of your hedges. Describe the underlying factors that contribute to those
changes in fair value of the derivatives. We generally find that disclosures including both sensitivity analyses and discussions of historical experience are effective in meeting this MD&A objective. Please refer to the guidance in FRC Section
501.14 if you require further clarification.

 Response:

 As discussed in our response
letter dated July 26, 2005, in the Fourth Quarter 2004 when our gas hedges were for the first time no longer deemed to be highly effective, we included

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 disclosure in the MD&A of our 2004 Form 10-K indicating that such ineffectiveness, if it continued, could cause volatility in our future earnings. Additionally, although not part of MD&A, we also call the
attention of the Staff to the sensitivity analysis in our 2004 Form 10-K indicating the impact that future increases or decreases in oil and gas prices could have on our oil and gas derivatives liability (see Item 7A. Quantitative and Qualitative
Disclosures About Market Risk, “Commodity Hedging Activities,” on page 30 of our 2004 Form 10-K). In our future Form 10-K filings, we propose to enhance our MD&A disclosures by providing an expanded sensitivity analysis which will
separately address the impact that future changes in oil and gas prices could have on our liabilities for gas derivatives (as presently ineffective) and oil derivatives (as presently effective) and by providing expanded disclosures of the factors
that directly impact the effectiveness of the derivatives we currently hold.

 While we continue to believe that this disclosure is adequate to advise investors of the impact of our hedges ceasing to be “highly effective” within the meaning of SFAS 133, in light of the Staff’s
comments and inquiries, we propose a further expansion of the discussion of our derivative instruments and hedging activities under “Critical Accounting Policies and Estimates – Derivative Instruments” in MD&A, to include language
substantially to the following effect:

 “At the inception
of each hedge, we document that the derivative will be highly effective in offsetting expected changes in cash flows from the item hedged. This assessment, which is updated at least quarterly, includes an evaluation of the most recent historical
correlation between the derivative and the item hedged. Currently our hedge agreements consist solely of oil and natural gas fixed price swap agreements whereby we pay or receive a settlement amount on a monthly basis based on the difference of the
fixed price in the contract and the settlement price. The terms of our current hedge agreements are described in Note I to our consolidated financial statements. A hedge must be determined to be “highly effective” under accounting rules in
order to qualify for hedge accounting treatment. We perform a historical correlation analysis at least every quarter to determine whether our oil and gas swaps are highly effective. In this analysis, we compare the change in monthly settlement
prices on our oil and gas derivatives with the change in physical daily indexed prices that we receive from the field purchasers for our oil and gas production designated for hedging. Commencing with the fourth quarter of 2004, our analysis
demonstrated that our natural gas swaps were not considered highly effective under SFAS 133. As a result they ceased to qualify for hedge accounting treatment and the changes in fair value of the hedge instrument are recognized in current earnings.

 Price volatility within a measured month is the primary factor
affecting our analysis of effectiveness of our natural gas and oil swaps. Volatility can reduce the correlation between the hedge settlement price and the price received for physical deliveries. Secondary factors contributing to changes in pricing
differentials include changes in the basis differential, that is the difference in the locally indexed price received for daily physical deliveries of hedged quantities

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 and the index price used in hedge settlement, and changes in grade and quality factors of our hedged oil and natural gas production which would further impact the price received for physical deliveries.

 Notwithstanding the recent determination that our natural gas price swaps
are not deemed highly effective for purposes of applicable accounting rules, our management continues to believe that the Company’s oil and gas price hedge strategy has been effective in satisfying the Company’s financial objective of
providing cash flow stability.”

 We respectfully suggest
that this clarifying disclosure regarding the more technical aspects of hedge accounting be included prospectively in future periodic reports.

 Comment 3:

 Engineering Comments

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

3.
In our prior comment two, we asked that you reconcile to us the changes in your 2004 proved reserves. Our purpose here is your detailed explanation of the reasons for your
reserve revisions and additions. Be advised that paragraph 11 of Financial Accounting Standard 69 requires various line item reconciliations for reserve figures and “appropriate explanation of significant changes.” Please explain to us the
details of the changes to your 2004 proved reserves per our prior comment two. Depending on your response, we may have additional comments.

 Response:

 As discussed in our response letter dated July 26, 2005, Schedule I in Note P of our Fiscal Year 2004 Form 10-K includes a reconciliation of the changes
in our proved oil and gas reserve volumes with all of the applicable reserve change categories which are specified in paragraph 11 of Statement of Financial Accounting Standards No. 69, Disclosures about Oil and Gas Producing Activities
(i.e., revisions, purchases of minerals in place, extensions and discoveries, production, and sales of minerals in place). We note that based on a review of filings of comparable companies, there is limited precedent of narrative explanations of
significant reserve changes. The two most significant reserve change categories in the 2004 column of that schedule are “Revisions of previous estimates” and “Extensions, discoveries, and other additions.” In response to your
request, we provide the following supplemental explanations for the 2004 changes in these two items:

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