UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT 1934

For the quarterly period ended                        March 31, 2001
                               -------------------------------------------------
                                       or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT 1934

For the transition period from                             to
                               ----------------------------  -------------------

Commission File Number:                             1-7940
                          ------------------------------------------------------

                         Goodrich Petroleum Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

          815 Walker Street, Suite 1040, Houston, Texas           77002
--------------------------------------------------------------------------------
            (Address of principal executive offices)            (ZipCode)

                                 (713) 780-9494
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                      None
-------------------------------------------------------------------------------
         (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

     At  May  11,  2001  there  were  17,565,139 shares  of  Goodrich  Petroleum
Corporation common stock outstanding.

                                       1




                         GOODRICH PETROLEUM CORPORATION
                                    FORM 10-Q
                                 March 31, 2001
                                      INDEX

                                                                        Page No.
                                                                        --------
                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Consolidated Balance Sheets
   March 31, 2001 (Unaudited) and December 31, 2000...........             3-4

Consolidated Statements of Operations (Unaudited)
   Three Months Ended March 31, 2001 and 2000.................               5

Consolidated Statements of Cash Flows (Unaudited)
   Three Months Ended March 31, 2001 and 2000.................               6

Consolidated Statements of Stockholders' Equity
   and Comprehensive Income (Unaudited)
   Three Months Ended March 31, 2001 and 2000.................               7

Notes to Consolidated Financial Statements....................            8-10

Item 2.  Management's Discussion and Analysis of Financial
   Condition and Results of Operations.                                  11-15


                         PART II - OTHER INFORMATION                        16


Item 1.  Legal Proceedings.

Item 2.  Changes in Securities.

Item 3.  Defaults Upon Senior Securities.

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

Item 5.  Other Information.

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

                                       2




                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                                         March 31,  December 31,
                                                           2001         2000
                                                         ---------  -----------
                                                        (Unaudited)
                             ASSETS

CURRENT ASSETS
                                                              
  Cash and cash equivalents..........................$   2,768,373    3,531,763
  Accounts receivable
    Trade and other, net of allowance................      476,511      241,659
    Accrued oil and gas revenue......................    5,193,529    4,553,863
  Prepaid insurance..................................      287,167      238,647
                                                        ----------   -----------
      Total current assets...........................    8,725,580    8,565,932
                                                        ----------   -----------

PROPERTY AND EQUIPMENT
  Oil and gas properties (successful efforts method).   85,155,464   79,252,980
  Furniture, fixtures and equipment..................      241,807      240,150
                                                       -----------   -----------
                                                        85,397,271   79,493,130

  Less accumulated depletion,
        depreciation and amortization................  (27,708,907) (26,044,257)
                                                        ----------   -----------
    Net property and equipment.......................   57,688,364   53,448,873
                                                        ----------   -----------

OTHER ASSETS
  Restricted cash....................................    1,450,000    1,240,000
  Deferred Taxes.....................................      756,371    1,694,675
  Other..............................................        4,015      394,114
                                                        ----------   -----------
       Total other assets............................    2,210,386    3,328,789
                                                        ----------   -----------

          TOTAL ASSETS...............................$  68,624,330   65,343,594
                                                        ==========   ===========


                 See notes to consolidated financial statements.

                                       3


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets (Continued)


                                                      March 31,     December 31,
                                                        2001            2000
                                                      ---------     ------------
                                                     (Unaudited)

                       LIABILITIES AND STOCKHOLDERS' EQUITY


                                                              

CURRENT LIABILITIES
  Accounts payable..............................$      4,033,465      3,043,477
  Accrued liabilities...........................       1,760,206      1,231,965
  Derivative liability..........................         940,336           ---
  Current portion other non-current liabilities.         808,337        820,454
                                                      ----------     -----------
    Total current liabilities...................       7,542,344      5,095,896
                                                      ----------     -----------

LONG TERM DEBT..................................       9,275,000     22,965,000

OTHER NON-CURRENT LIABILITIES
  Production payment payable....................         865,565        969,870
  Accrued abandonment costs.....................       3,849,898      3,707,612

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 and 791,968 shares (liquidating preference
    $10 per share, aggregating to $7,919,680)...         791,968        791,968

   Series B convertible preferred stock, par
    value $1.00 per share; issued and
    outstanding 0 and 660,759 shares............             ---        660,839
   Common stock, par value $0.20 per share; authorized
    25,000,000 shares; issued and outstanding
    17,515,930 and 13,318,520 shares............       3,503,186      2,663,784
   Additional paid-in capital...................      52,145,183     39,348,013
   Accumulated deficit..........................      (8,737,595)   (10,859,388)
   Accumulated other comprehensive income.......        (611,219)           ---
                                                      ----------     -----------
        Total stockholders' equity..............      47,091,523     32,605,216
                                                      ----------     -----------
    TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY...$     68,624,330     65,343,594
                                                      ==========     ===========


                 See notes to consolidated financial statements.

                                       4



                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)


                                                          Three Months Ended
                                                               March 31,
                                                           2001         2000
                                                         --------     --------
                                                                  

REVENUES
  Oil and gas sales....................................$ 9,351,275    4,488,948
  Other  ..............................................     54,415      184,842
                                                        ----------   -----------
  Total revenues.......................................  9,405,690    4,673,790
                                                        ----------   -----------

EXPENSES
  Lease operating expense and production taxes.........  2,042,070    1,340,665
  Depletion, depreciation and amortization.............  1,535,177    1,303,763
  Exploration..........................................  1,056,716      360,814
  Interest expense.....................................    370,523    1,182,438
  General and administrative...........................    624,651      479,015
  Hedge Premium Expense................................    306,996          ---
  Preferred dividend requirements of a subsidiary......        ---       38,364
                                                        ----------   -----------
  Total costs and expenses.............................  5,936,133    4,705,059
                                                        ----------   -----------

GAIN ON SALE OF ASSETS.................................     38,380          563
                                                        ----------   -----------

INCOME (LOSS) BEFORE INCOME TAXES......................  3,507,937      (30,706)
  Income taxes.........................................  1,227,778          ---
                                                        ----------   -----------

NET INCOME(LOSS).......................................  2,280,159      (30,706)

  Preferred stock dividends............................  2,534,908      307,607
                                                        ----------   -----------

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK...........   (254,749)    (338,313)
                                                        ==========   ===========

BASIC INCOME(LOSS) PER AVERAGE COMMON SHARE............       (.02)        (.05)
                                                        ==========   ===========

DILUTED INCOME(LOSS) PER AVERAGE COMMON SHARE..........      (.02)         (.05)
                                                        ==========   ===========
AVERAGE COMMON SHARES OUTSTANDING (BASIC AND DILUTED).. 16,112,677    6,965,415
                                                        ==========   ===========


                 See notes to consolidated financial statements.

                                       5




                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                             Three Months Ended
                                                                  March 31,
                                                             2001         2000
                                                            -------     -------

                                                               
OPERATING ACTIVITIES
  Net income(loss)......................................$ 2,280,159     (30,706)
  Adjustments to reconcile net income (loss) to cash
    provided by operating activities:
     Depletion, depreciation and amortization...........  1,535,177   1,303,763
     Deferred income taxes..............................  1,227,778         ---
     Amortization of leasehold costs....................    273,467     274,279
     Amortization of production payment discount........     33,022         ---
     Amortization of deferred debt financing............     32,250     111,089
     Accrued interest on private placement borrowings...        ---     246,660
     Amortization of detachable stock purchase warrants.        ---     142,500
     Preferred dividends of subsidiary..................        ---      38,364
     Gain on sale of assets.............................    (38,380)       (563)
     Capital expenditures charged to income.............    292,100         ---
     Payment of Contingent liability....................     (1,708)        ---
  Net change in:
     Accounts receivable................................   (874,518) (1,081,262)
     Prepaid insurance and other........................      8,465       4,718
     Accounts payable...................................    989,989     183,171
     Accrued liabilities................................    148,241    (464,822)
     Other liabilities..................................        ---    (484,525)
                                                         ----------   ----------
       Net cash provided by operating activities........  5,906,042     242,666
                                                         ----------   ----------
INVESTING ACTIVITIES
  Proceeds from sale of assets...........................   418,380     126,050
  Acquisition of oil and gas properties.................        ---  (1,198,631)
  Capital expenditures.................................. (6,196,241) (1,104,727)
                                                        -----------  -----------
       Net cash used in investing activities............ (5,777,861) (2,177,308)
                                                        -----------  -----------
FINANCING ACTIVITIES
  Proceeds from public offering of common stock......... 15,000,000   4,500,000
  Principal payments of bank borrowings.................(13,690,000) (1,025,264)
  Payment of debt and equity financing costs............ (1,695,323)    (30,000)
  Exercise of stock purchase warrants...................        ---     217,511
  Exercise of stock options.............................     11,563       9,875
  Net change in restricted cash.........................   (210,000) (1,250,000)
  Production payments...................................   (149,445)    (30,599)
  Preferred stock dividends.............................   (158,366)        ---
                                                        -----------  -----------
    Net cash (used in)provided by financing activities..   (891,571)  2,391,523
                                                        -----------  -----------

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS.....   (763,390)    456,881
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          3,531,763   5,929,229
                                                         ----------   ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD..............$ 2,768,373   6,386,110
                                                         ==========   ==========


                 See notes to consolidated financial statements.


                                       6


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                   Three Months Ended March 31, 2001 and 2000
                                   (Unaudited)

                                               Series A              Series B
                                            Preferred Stock       Preferred Stock          Common Stock
                                            ---------------       ---------------          ------------
                                                                                 
Balance at December 31, 1999.............. 796,318  $ 796,318   665,759  $ 665,759    5,417,171  $ 1,083,434

Net Loss..................................     ---        ---       ---        ---          ---          ---

Total Comprehensive Loss..................     ---        ---       ---        ---          ---          ---
Issuance of Common Stock..................     ---        ---       ---        ---    1,533,333      306,667
Conversion of Preferred Stock of
 Subsidiary to Common Stock...............     ---        ---       ---        ---    1,547,665      309,533

Exercise of Director Stock Option.........     ---        ---       ---        ---       12,500        2,500

Exercise of Common Stock Purchase Warrants     ---        ---       ---        ---      220,011       44,002
                                           -------   --------  --------    -------   ----------    ---------

Balance at March 31, 2000................. 796,318  $ 796,318   665,759  $ 665,759    8,730,680  $ 1,746,136
                                           =======   ========  ========    =======   ==========    =========

Balance at December 31, 2000.............. 791,968    791,968   660,839    660,839   13,318,920    2,663,784

Net Income................................     ---        ---       ---        ---          ---          ---
Other Comprehensive Income (Loss); Net of
       Tax
  Cumulative Effect of Accounting Change..     ---        ---       ---        ---          ---          ---
  Net Derivative Gain.....................     ---        ---       ---        ---          ---          ---
  Reclassification Adjustment.............     ---        ---       ---        ---          ---          ---

Total Comprehensive Income................     ---        ---       ---        ---          ---          ---
Issuance of Common Stock..................     ---        ---       ---        ---    3,000,000      600,000
Conversion of Series B Preferred Stock to
       Common Stock.......................     ---        ---  (660,839)  (660,839)   1,189,510      237,902
Preferred Stock Dividends.................     ---        ---       ---        ---          ---          ---

Exercise of Stock Options.................     ---        ---       ---        ---        7,500        1,500
                                           -------   --------  --------    -------   ----------    ---------

Balance at March 31, 2001................. 791,968  $ 791,968       ---  $     ---   17,515,930  $ 3,503,186
                                           =======   ========  ========    =======   ==========    =========


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                   Three Months Ended March 31, 2001 and 2000
                                   (Unaudited)

                                                                            Accumulated
                                               Additional                     Other          Total
                                                Paid-In     Accumulated   Comprehensive    Stockholders'
                                                Capital       Deficit         Income          Equity
                                                -------       -------        -------         ------
                                                                               
Balance at December 31, 1999..............  $  18,156,114  $(14,290,581)  $        ---   $  6,411,044

Net Loss..................................            ---       (30,706)           ---        (30,706)
                                                                                           ----------
Total Comprehensive Loss..................            ---           ---            ---        (30,706)
Issuance of Common Stock..................      4,193,333           ---            ---      4,500,000
Conversion of Preferred Stock of
  Subsidiary to Common Stock..............      2,411,956           ---            ---      2,721,489

Exercise of Director Stock Option.........          7,375           ---            ---          9,875

Exercise of Common Stock Purchase Warrants        173,509           ---            ---        217,511
                                               ----------   -----------     ----------     ----------

Balance at March 31, 2000.................  $  24,942,287  $(14,321,287)  $        ---   $ 13,829,213
                                               ==========   ===========     ==========     ==========

Balance at December 31, 2000..............     39,348,013   (10,859,388)           ---     32,605,216

Net Income................................            ---     2,280,159            ---      2,280,159
Other Comprehensive Income (Loss); Net of
       Tax
  Cumulative Effect of Accounting Change..            ---           ---     (2,535,469)    (2,535,469)
  Net Derivative Gain.....................            ---           ---        936,254        936,254
  Reclassification Adjustment.............            ---           ---        987,986        987,986
                                                                                           ----------
Total Comprehensive Income................            ---           ---            ---      1,668,940
Issuance of Common Stock..................     12,469,170           ---            ---     13,069,170
Conversion of Series B Preferred Stock to
       Common Stock.......................        317,937           ---            ---       (105,000)
Preferred Stock Dividends.................            ---      (158,366)           ---       (158,366)

Exercise of Stock Options.................         10,063           ---            ---         11,563
                                               ----------    ----------     ----------     ----------

Balance at March 31, 2001.................  $  52,145,183 $  (8,737,595)  $   (611,219)   $47,091,523
                                              ===========    ===========    ==========     ==========

                See notes to consolidated financial statements.

                                       7


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             March 31, 2001 and 2000
                                   (Unaudited)

NOTE A - Basis of Presentation
------------------------------

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to rules  and  regulations  of the
Securities  and  Exchange   Commission;   however,   the  Company  believes  the
disclosures  which are made are adequate to make the  information  presented not
misleading.  The financial  statements and footnotes  included in this Form 10-Q
should be read in  conjunction  with the financial  statements and notes thereto
included in the Company's annual report on Form 10-K for the year ended December
31, 2000.

     In the opinion of the  Company,  the  accompanying  unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring  accruals)  necessary to present fairly the financial  position of the
Company as of March 31,  2001 and the  results of its  operations  for the three
months ended March 31, 2001 and 2000.

     The results of operations for the three-month period ended March 31, 2001
are not necessarily indicative of the results to be expected for the full year.

NOTE B - New Accounting Pronouncements
--------------------------------------

     On January 1, 2001, the Company adopted  Statement of Financial  Accounting
Standard  No. 133  (subsequently  amended by Financial  Accounting  Standard No.
138), Accounting for Derivative  Instruments and Hedging Activities ("FAS 133").
This  statement  requires all  derivatives to be recognized on the balance sheet
and measured at fair value.  All such  instruments  have been  designated by the
Company as hedges of forecasted cash flow  exposures.  Changes in the fair value
of  qualifying  cash flow  hedging  derivatives  are  deferred and recorded as a
component of Accumulated Other  Comprehensive  Income (AOCI) in the Consolidated
Balance  Sheet  until  the  forecasted  transaction  occurs,  at which  time the
derivative's fair value will be recognized in earnings.  The ineffective portion
of a derivative's change in fair value is required to be immediately  recognized
in earnings.

     Adoption of SFAS Nos. 133/138  resulted in a transition  adjustment loss to
AOCI of $2.5  million,  net of $1.4 million in income tax benefit,  in the first
quarter  of 2001  for  the  cumulative  effect  on  prior  years;  there  was no
cumulative   effect  on  earnings  upon   adoption.   Excluding  the  transition
adjustment,  the effect of this accounting  change  increased AOCI for the three
months ended March 31, 2001 by  $1,924,000,  net of  $1,036,000 in income taxes,
and decreased income for the same period by $200,000,  net of $107,000 in taxes,
$0.01 per share.  The deferred hedging loss included in AOCI will be transferred
to earnings as the forecasted  transactions actually occur. The $611,000 balance
in AOCI,  is  anticipated  to be  transferred  into  earnings over the next nine
months.

                                       8


NOTE C - Public Offering
------------------------

     On February 1, 2001, the Company  completed a public  offering of 3,000,000
shares of its  common  stock at $5.00 per share  resulting  in net  proceeds  of
approximately  $13.1 million to the Company.  The Company used the proceeds from
the offering along with other available funds to reduce  outstanding  debt under
its credit facility by approximately $13.7 million.  Transactions costs totaling
$303,000 were accounted for as deferred costs at December 31, 2000.

NOTE D - Exchange of Series B Preferred Stock
---------------------------------------------

     Prior to the public offering,  the Company reached an agreement with all of
the holders of its Series B preferred  stock to exchange  each share of Series B
for 1.8 shares of its common  stock.  Concurrent  with the closing of the public
offering,  the Company  exchanged  all 660,839  shares of its Series B preferred
stock into 1,189,510  shares of common stock.  In connection with the conversion
of the  Series  B  preferred  stock,  a  conversion  premium  in the  amount  of
$2,377,000 was recorded to reflect the excess of the 1.8 conversion  factor over
the terms of the original  preferred  stock  issuance.  This one-time,  non-cash
charge is  reflected  as a  preferred  stock  dividend  to arrive at net  income
applicable  to common  stock  and will not have an affect on total  stockholders
equity.  Transactions  costs of  $105,000  accounted  for as  deferred  costs at
December 31, 2000 were netted against  additional paid-in capital at the date of
conversion.

NOTE E - Loss Per Share
-----------------------

     Net loss was used as the numerator in computing basic loss per common share
for the three months ended March 31, 2001 and 2000. The computations of loss per
share in the  consolidated  Statements of Income did not consider stock warrants
convertible into 2,721,831 shares of common stock,  convertible  preferred stock
convertible  into 330,013  shares of common stock and stock options  convertible
into  167,564  shares of common  stock for the three months ended March 31, 2001
because  the   effects  of  these   convertible   securities   would  have  been
antidilutive.  No  potential  common  stock  amounts  have been  included in the
computation  of diluted  per share for the three  months  ended  March 31,  2000
period because to do so would have been antidilutive.


NOTE F - Commitments and Contingencies
--------------------------------------

     The U.S. Environmental Protection Agency ("EPA") has identified the Company
as a  potentially  responsible  party  ("PRP")  for  the  cost  of  clean-up  of
"hazardous  substances" at an oil field waste disposal site in Vermilion Parish,
Louisiana.  The Company  has  estimated  that the  remaining  cost of  long-term
clean-up  of the site will be  approximately  $4.5  million  with the  Company's
percentage of  responsibility  to be approximately  3.05%. As of March 31, 2001,
the Company has paid approximately  $321,000 in costs related to this matter and
$122,500  accrued  for the  remaining  liability.  These  costs  have  not  been
discounted  to their  present  value.  The EPA and the  PRPs  will  continue  to
evaluate the site and revise  estimates for the long-term  clean-up of the site.

                                       9


There can be no assurance that the cost of clean-up and the Company's percentage
responsibility will not be higher than currently estimated.  In addition,  under
the federal environmental laws, the liability costs for the clean-up of the site
is joint and several among all PRPs.  Therefore,  the ultimate cost of the clean
up to the  Company  could be  significantly  higher  than the  amount  presently
estimated or accrued for this liability.

NOTE G - Income Taxes
---------------------

     No  provision  for income  taxes was  recorded by the Company for the three
months ended March 31, 2000 due to its  incurring a net  operating  loss for the
period. A valuation  allowance was provided for the amount of net operating loss
carryforwards generated.

                                       10





                Management's Discussion and Analysis of Financial
                -------------------------------------------------
                       Condition and Results of Operations
                       -----------------------------------


Changes in Results of Operations
--------------------------------
    Three months ended March 31, 2001 versus three months ended March 31,2000

     Total  revenues  for the three  months  ended  March 31,  2001  amounted to
$9,406,000 and were  $4,732,000  higher than the $4,674,000 for the three months
ended March 31, 2000 due to higher oil and gas sales.  Oil and natural gas sales
were  $4,862,000  higher due  primarily  to  increased  production  volumes  and
significantly  higher gas prices for the  current  period,  compared to the same
period in 2000. Oil and gas sales were reduced by $1,213,000 in the three months
ended March 2001  compared to a reduction  of $485,000 in the three months ended
March 2000, as a result of the settlement of the Company's  outstanding  futures
contracts.

     The following table reflects the production volumes and pricing information
for the periods presented.


                                  Three months               Three months
                              ended March 31, 2001       ended March 31, 2000
                              --------------------       --------------------
                            Production  Average Price  Production  Average Price
                            ----------  -------------  ----------  -------------

                                                           

     Gas (Mcf).............   876,877     $  6.74        711,822    $   2.58
     Oil (Bbls)............   132,874       25.92        109,744       24.18


     Lease operating  expense and production taxes were $2,042,000 for the three
months ended March 31, 2001,  versus $1,341,000 for the three months ended March
31,  2000 due to higher  oil and gas sales and a full  three  months of costs at
Burrwood/West Delta 83 Field in the current period, compared to one month in the
prior period.  Depletion,  depreciation  and amortization was $1,535,000 for the
three months ended March 31, 2001 versus  $1,304,000  for the three months ended
March 31, 2000, or $231,000 higher due primarily to higher production volumes in
the three months ended March 31, 2001.  Exploration expense in the first quarter
of 2001 was $1,057,000 versus $361,000 in the first quarter of 2000, or $696,000
higher due  primarily  to 3-D seismic  costs and dry hole costs of $403,000  and
$292,000 respectively, in the first quarter of 2001 compared to none in the same
period of 2000.

     Interest  expense  was  $371,000 in the three  months  ended March 31, 2001
compared to $1,182,000 in the first quarter of 2000 due to the Company  having a
lower  effective  interest  rate and lower average debt  outstanding  due to the
conversion  of notes  payable  from the  September  1999 private  placement  and
repayment  of  approximately  $13,690,000  in debt with Compass  Bank.  The 2000
amount includes non-cash expenses  associated with the amortization of financing
costs and detachable  common stock purchase  warrants  issued in connection with
the September 1999 private placement of $111,000 and $142,500, respectively.

                                       11


     General  and  administrative  expenses  amounted  to  $625,000 in the three
months ended March 31, 2001 versus $479,000 in the first quarter of 2000.

Liquidity and Capital Resources
-------------------------------

     Net cash  provided by  operating  activities  was  $5,906,000  in the three
months ended March 31, 2001 compared to $243,000 in the three months ended March
31, 2000.  The  Company's  accompanying  Consolidated  Statements  of Cash Flows
identify major differences between net income and net cash provided by operating
activities for each of the periods presented.

     Net cash used in  investing  activities  totaled  $5,778,000  for the first
quarter of 2001 compared to $2,177,000 in 2000. The three months ended March 31,
2001 consists of capital  expenditures  of $6,196,000 and proceeds from the sale
of oil field  equipment  and oil and gas  properties  of $380,000  and  $38,000,
respectively.  The three  months  ended  March 31,  2000  reflects  cash paid in
connection  with the  acquisition of oil and gas  properties of $1,199,000,  and
capital  expenditures  totaling $1,105,000 and proceeds from the sale of oil and
gas properties of $126,000.

     Net cash used by financing  activities  was $892,000 for the current period
as compared to net cash provided by financing  activities of $2,392,000 in 2000.
The 2001  amount  consists  of proceeds  from the  issuance  of common  stock of
$15,000,000  and  pay  downs  by  the  Company  under  its  line  of  credit  of
$13,690,000.  The 2001 amount also  includes the payment of debt  financing  and
public offering costs of $1,695,000, changes in restricted cash of $210,000, and
production payments of $149,000. In addition, the 2001 amount includes preferred
stock  dividends of $158,000 and  proceeds  from the exercise of employee  stock
options of  $12,000.  The 2000 amount  includes  proceeds  from the  issuance of
common stock of $4,500,000 and pay downs by the Company under its line of credit
of  $1,025,000.   The  2000  amount  includes  changes  in  restricted  cash  of
$1,250,000,  production payments of $31,000 and debt financing costs of $30,000.
In  addition,  the 2000  amount  includes  proceeds  from the  exercise of stock
options and warrants of $227,000.

Compass Credit Facility
-----------------------

     On January 31, 2001, the Company amended its Credit  Agreement with Compass
Bank and Bank One. The amended credit facility provided for an initial borrowing
base, as determined in September  2000, of  $30,000,000,  subject to semi-annual
redeterminations  each  April and  October  based on a review  of the  Company's
reserves.  As of March 31,  2001 the  borrowing  base was  $22,250,000  and will
reduce by $1,550,000 in April 2001, and by $550,000 per calendar month until the
borrowing  base  redetermination  is  concluded.  The  Company and the banks are
currently  conducting a borrowing base review pursuant to the Credit  Agreement.
The Company  has  submitted  and the banks are  currently  reviewing  additional
reserves not included in the existing  borrowing  base. The Company  anticipates
the review process to be concluded and a new borrowing base  established in June
2001.  Interest on the credit  facility will accrue at a rate  calculated at the


                                       12


option of the Company as either the Compass Bank prime rate, or LIBOR plus 1.75%
- 2.00% depending on borrowing base  utilization.  Interest is payable  monthly.
The credit facility will mature on April 1, 2003. The credit  facility  requires
that the  Company  pay a  commitment  fee each  quarter  based on the  Company's
borrowing base utilization.  The fee is equal to 0.375% to 0.50% per annum based
on the borrowing base utilization.  Prior to maturity,  no payments are required
so long as the maximum  borrowing  base amount  exceeds the amounts  outstanding
under the credit facility.  The credit facility  requires the Company to monitor
tangible net worth and maintain  certain  financial  statement ratios at certain
levels and  restricts  the Company  from  declaring  or paying  dividends on its
common stock without the lenders consent. Substantially all the Company's assets
are pledged to secure the credit facility.

     Additionally,  the  Company has a $1 million  letter of credit  facility in
place with Compass Bank that  expires in April 2003.  There were no  outstanding
letters of credit as of March 31, 2001.

     The Company had  $6,200,000  in capital  expenditures  in the three  months
ended March 31, 2001. The Company's budget for 2001 capital expenditures was set
at the  beginning  of the year at  $20,000,000.  Such  budget is under  constant
review during the year and could change due to actual and  estimated  cash flow,
commodity prices,  business opportunities and other factors. The Company expects
to fund capital expenditures for the remainder of 2000 from operating cash flow,
cash and bank borrowings, if necessary.

Stock Listing
-------------

     The Company is  currently  below  certain of the New York Stock  Exchange's
("NYSE's") continued listing criteria.  The Company has been trading pursuant to
an approved  business plan to return to compliance within a 12-month time frame.
The  business  plan  covered  the  period  through  August  2000.  The  NYSE has
determined to forbear from  initiating  any formal removal action in view of the
fact that the  Company has  successfully  met one half of the  conjunction  test
requiring  that the Company return to $50 million each in  stockholders'  equity
and market capitalization and has made substantial progress on meeting the other
component of the test. The Company's market capitalization at May 8, 2001 was in
excess of $100  million  and, at March 31,  2001,  the  Company's  stockholder's
equity was approximately  $47,000,000.  This extension has been made in light of
evidence  that the Company has  provided a business  plan that shows the Company
successfully  meeting the $50 million  equity  requirement,  though in a delayed
time frame.

Accounting Matters
------------------

     As  described  in Note B of this  Form 10-Q  report,  the  Company  adopted
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments  and  Hedging  Activities,  as amended  by  Statement  of  Financial
Accounting Standards No. 138 effective January 1, 2001.

                                       13


Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

Debt and debt-related derivatives
---------------------------------

     The Company is exposed to  interest  rate risk on its  long-term  debt with
variable interest rates. Based on the overall interest rate exposure on variable
rate debt at March 31, 2001 a hypothetical 2% change in the interest rates would
increase interest expense by approximately $186,000.

Hedging Activity
----------------

     The Company engages in futures contracts ("Agreements") with certain of its
production.  The Company  enters into hedging  activities  in order to secure an
acceptable future price relating to a portion of future production.  The primary
objective of the activities is to protect against  decreases in price during the
term of the hedge. See Note B to the Company's Consolidated Financial Statements
for a discussion of activities involving derivative financial instruments during
the first quarter of 2001.

      At March 31, 2001, the Company's open forward position on its outstanding
crude oil was as follows:

(a)  500 barrels of oil per day with a no cost "collar" of $20.00 and $28.40 per
     barrel through  December 2001; and
(b)  300 barrels of oil per day with a no cost "collar" of $23.00 and $29.55 per
     barrel through December 2001

     The fair  value of the crude oil  hedging  contracts  in place at March 31,
2001  resulted in a liability of $20,000.  A 10%  increase in the average  NYMEX
price of crude oil would have  increased  this  liability by $81,000 while a 10%
decrease would have had little or no effect on the liability.

     At March 31, 2001, the Company had a natural gas hedging  contract in place
for  5,000  Mmbtu  per day with a no cost  collar  of $3.05  and $4.45 per Mmbtu
through December 31, 2001. The fair value of the natural gas hedging contract in
place at March 31, 2001  resulted in a liability of $920,000.  A 10% increase in
the average NYMEX price of natural gas would have  increased  this  liability by
$679,000,  while a 10% decrease  would have decreased the liability by a similar
amount.

Price fluctuations and the volatile nature of markets
-----------------------------------------------------

     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.

                                       14


Disclosure Regarding Forward-Looking Statement
----------------------------------------------

     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.

                                       15



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

Item 2.  Changes in Securities.

          None

Item 3.  Defaults Upon Senior Securities.

          None.

Item 4.  Submission 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

          (b)     Reports on Form 8-K

                  None.





                                       16



                                   SIGNATURES


     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.






                                       GOODRICH PETROLEUM CORPORATION
                                              (registrant)



      May 15, 2001                     /s/  Walter G. Goodrich
------------------------------         -----------------------------------------
                Date                        Walter G. Goodrich, President and
                                             Chief Executive Officer


      May 15, 2001                     /s/  Roland L. Frautschi
------------------------------         -----------------------------------------
                Date                        Roland L. Frautschi, Senior Vice
                                            President, Chief Financial Officer
                                             and Treasurer



                                       17