December 2, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Goodrich Petroleum Corporation
Withdrawal of Form S-3, File No. 333-121560
Ladies and Gentlemen:
In accordance with Rule 477 of Regulation C promulgated under the Securities Act of 1933, as amended, Goodrich Petroleum Corporation, a Delaware corporation (the Registrant) hereby respectfully requests the immediate withdrawal of the above-referenced Registration Statement on Form S-3 (the Registration Statement) (File No. 333-121560) filed on December 22, 2004, as amended on March 29, 2005.
The Registrant is making this request because the Registrant filed a new shelf registration statement on Form S-3 (File No. 333-129642) (the New Registration Statement) on November 10, 2005. Securities registered under the Registration Statement (File No. 333-121560) having an aggregate offering price of $42,866,000, remain unsold. In accordance with Rule 457(p), the registration fee of $5,045.33 associated with such unsold securities was offset against the total registration fee due in connection with the filing of the New Registration Statement (File No. 333-129642).
We appreciate your assistance and should you need any additional information, please feel free to contact the undersigned at (832) 399-3145, or Stephen M. Gill of Vinson & Elkins L.L.P., at (713) 758-4458.
Goodrich Petroleum Corporation
/s/ D. Hughes Watler, Jr.
D. Hughes Watler, Jr.
Sr. Vice President & Chief Financial Officer