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

                                    FORM 10-Q


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

For the quarterly period ended                             June 30, 2001
                                 -----------------------------------------------
                                 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 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 incorporation       (I.R.S. Employer ID. No.)
           or organization)

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


                                 (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 August 13,  2001,  there were  17,850,816  shares of Goodrich  Petroleum
Corporation common stock outstanding.

                                       1

                         GOODRICH PETROLEUM CORPORATION
                                    FORM 10-Q
                                  June 30, 2001
                                      INDEX


                                                                      Page No.
                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.
                                                                      

Consolidated Balance Sheets
   June 30, 2001 (Unaudited) and December 31, 2000..................      3-4

Consolidated Statements of Operations (Unaudited)
   Six Months Ended June 30, 2001 and 2000..........................        5

   Three Months Ended June 30, 2001 and 2000........................        6

Consolidated Statements of Cash Flows (Unaudited)
   Six Months Ended June 30, 2001 and 2000..........................        7

Consolidated Statements of Stockholders' Equity (Unaudited)
   Six Months Ended June 30, 2001 and 2000..........................        8

Notes to Consolidated Financial Statements..........................     9-11

Item 2.  Management's Discussion and Analysis of Financial
   Condition and Results of Operations.                                 12-16

Item 3. Quantitative and Qualitative Disclosures about Market Risk..    16-17


                               PART II - OTHER INFORMATION              18-20

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


                                                         June 30,   December 31,
                                                           2001         2000
                                                       ------------ ------------
                                                        (Unaudited)


                                  ASSETS
                                                              
 CURRENT ASSETS
  Cash and cash equivalents...........................$  1,288,769    3,531,763
  Accounts receivable
   Trade and other, net of allowance..................     877,703      241,659
   Accrued oil and gas revenue........................   4,327,035    4,553,863
   Derivative receivable..............................     211,227          ---
  Prepaid insurance...................................     127,390      238,647
                                                      ------------  -----------
      Total current assets............................   6,832,124    8,565,932
                                                      ------------  -----------

 PROPERTY AND EQUIPMENT
  Oil and gas properties (successful efforts method)..  95,974,283   79,252,980
  Furniture, fixtures and equipment...................     285,410      240,150
                                                      ------------  -----------
                                                        96,259,693   79,493,130

  Less accumulated depletion, depreciation and
     amortization..................................... (29,415,388) (26,044,257)
                                                      ------------  -----------
   Net property and equipment.........................  66,844,305   53,448,873
                                                      ------------  -----------

 OTHER ASSETS
  Restricted cash.....................................   2,310,000    1,240,000
  Deferred taxes......................................      40,153    1,694,675
  Other...............................................      60,310      394,114
                                                      ------------  -----------
      Total other assets..............................   2,410,463    3,328,789
                                                      ------------  -----------
           TOTAL ASSETS...............................$ 76,086,892   65,343,594
                                                      ============  ===========


                 See notes to consolidated financial statements.

                                       3


           GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
               Consolidated Balance Sheets (Continued)

                                                       June 30,     December 31,
                                                        2001            2000
                                                    -------------   ------------
                                                     (Unaudited)
                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
                                                             
  Accounts payable..................................$  4,126,128   $  3,043,477
  Accrued liabilities...............................   1,904,805      1,231,965
  Current portion other non-current liabilities.....     581,908        820,454
                                                     -----------    -----------
            Total current liabilities...............   6,612,841      5,095,896
                                                     -----------    -----------

LONG TERM DEBT......................................  16,025,000     22,965,000

OTHER NON-CURRENT LIABILITIES
  Production payment payable........................     997,542        969,870
  Accrued abandonment costs.........................   3,988,407      3,707,612

STOCKHOLDERS' EQUITY
  Preferred stock; authorized 10,000,000 shares:
  Series A convertible preferred stock, par value
     per share; issued and outstanding 791,968 and
     791,968 shares (liquidation preference $10 per
     share, aggregating to $7,919,680)..............     791,968        791,968
  Series B convertible preferred stock, par value
      per share; issued and outstanding 0
      and 660,839 shares............................         ---        660,839
  Common stock; par value $0.20 per share:
      Authorized 50,000,000 shares; issued and
      outstanding 17,707,111 and 13,318,920 shares..   3,534,502      2,663,784
  Additional paid-in capital........................  52,248,691     39,348,013
  Accumulated deficit...............................  (8,249,357)   (10,859,388)
  Accumulated other comprehensive income............     137,298            ---
                                                     -----------    -----------
             Total stockholders' equity.............  48,463,102     32,605,216
                                                     -----------    -----------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..$ 76,086,892   $ 65,343,594
                                                     ===========    ===========

                 See notes to consolidated financial statements.

                                       4



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

                                                             Six Months Ended
                                                                 June 30,
                                                            2001         2000

                                                        -----------   ----------
REVENUES
                                                                
   Oil and gas sales...................................$ 16,351,194   11,066,051
   Other...............................................      83,967      285,880
                                                         ----------   ----------
        Total revenues.................................  16,435,161   11,351,931
                                                         ----------   ----------
EXPENSES
   Lease operating expense.............................   3,077,637    2,111,555
   Production taxes....................................   1,014,715      933,012
   Depletion, depreciation and amortization............   3,157,585    2,568,106
   Exploration.........................................   2,716,456      726,187
   Interest expense....................................     597,238    2,391,993
   General and administrative..........................   1,440,801    1,197,257
   Preferred dividend requirements of a subsidiary.....         ---       38,364
                                                         ----------   ----------
        Total costs and expenses.......................  12,004,432    9,966,474
                                                         ----------   ----------

GAIN ON SALE OF ASSETS.................................      71,986      273,824
                                                         ----------   ----------

INCOME BEFORE INCOME TAXES.............................   4,502,715    1,659,281
   Income taxes........................................   1,575,950          ---
                                                         ----------   ----------

 NET INCOME............................................   2,926,765    1,659,281

   Preferred stock dividends...........................   2,693,275      603,552
                                                         ----------   ----------
NET INCOME APPLICABLE TO COMMON STOCK..................     233,490    1,055,729
                                                         ==========   ==========
BASIC INCOME PER AVERAGE COMMON SHARE..................         .01          .13
                                                         ==========   ==========
DILUTED INCOME PER AVERAGE COMMON SHARE................         .01          .10
                                                         ==========   ==========
AVERAGE COMMON SHARES OUTSTANDING - BASIC..............  16,865,075    7,972,848
                                                         ==========   ==========
AVERAGE COMMON SHARES OUTSTANDING - DILUTED............  19,805,422   11,111,691
                                                         ==========   ==========


                 See notes to consolidated financial statements.


                                       5


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)
                                                           Three Months Ended
                                                                 June 30,
                                                            2001         2000

                                                         ----------    ---------
REVENUES
                                                                
   Oil and gas sales...................................$  6,999,949    6,577,103
   Other  .............................................     336,548      101,038
                                                         ----------   ----------
        Total revenues.................................   7,336,497    6,678,141
                                                         ----------   ----------
EXPENSES
   Lease operating expense.............................   1,590,646    1,119,985
   Production taxes....................................     459,636      583,917
   Depletion, depreciation and amortization............   1,622,408    1,264,343
   Exploration.........................................   1,659,740      365,373
   Interest expense....................................     226,715    1,209,555
   General and administrative..........................     816,150      718,242
                                                         ----------   ----------
        Total costs and expenses.......................   6,375,295    5,261,415
                                                         ----------   ----------
GAIN ON SALE OF ASSETS.................................      33,606      273,261
                                                         ----------   ----------
INCOME BEFORE INCOME TAXES.............................     994,808    1,689,987
   Income taxes........................................     348,172          ---
                                                         ----------   ----------
NET INCOME.............................................     646,636    1,689,987
   Preferred stock dividends...........................     158,367      295,945
                                                         ----------   ----------
NET INCOME APPLICABLE TO COMMON STOCK..................     488,269    1,394,042
                                                         ==========   ==========
BASIC INCOME PER AVERAGE COMMON SHARE..................         .03          .16
                                                         ==========   ==========
DILUTED INCOME PER AVERAGE COMMON SHARE................         .02          .12
                                                         ==========   ==========
AVERAGE COMMON SHARES OUTSTANDING - BASIC..............  17,609,205    8,892,668
                                                         ==========   ==========
AVERAGE COMMON SHARES OUTSTANDING - DILUTED............  20,586,448   12,057,286
                                                         ==========   ==========


                 See notes to consolidated financial statements.

                                       6


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

                                                           Six Months Ended
                                                                June 30,
                                                           2001          2000
                                                        -----------   ----------


OPERATING ACTIVITIES
                                                              
 Net income...........................................$  2,926,765  $ 1,659,281
 Adjustments to reconcile net income to cash
  provided by operating activities:
   Depletion, depreciation and amortization...........   3,157,585    2,568,106
   Deferred income taxes..............................   1,540,950          ---
   Amortization of leasehold costs....................     493,827      516,130
   Amortization of production payment discount........      63,825      121,410
   Amortization of deferred debt financing............      39,750      226,178
   Accrued interest on private placement borrowings...         ---      498,286
   Amortization of detachable stock purchase warrants.         ---      285,000
   Preferred dividends of subsidiary..................         ---       38,364
   Gain on sale of assets.............................     (71,986)    (273,824)
   Capital expenditures charged to income.............   1,542,830        4,709
   Other..............................................      28,201       30,000
 Net change in:
   Accounts receivable................................    (409,216)  (2,500,280)
   Prepaid insurance and other........................     104,447       27,020
   Accounts payable...................................   1,082,651      282,361
   Accrued liabilities................................     264,548      350,396
   Other liabilities..................................         ---     (484,525)
                                                        ----------   ----------
        Net cash provided by operating activities.....  10,764,177    3,348,612
                                                        ----------   ----------
INVESTING ACTIVITIES
 Proceeds from sale of assets.........................     451,986      426,050
 Acquisition of oil and gas properties................         ---   (1,198,631)
 Capital expenditures................................. (18,309,302)  (5,025,809)
                                                        ----------   ----------
        Net cash used in investing activities......... (17,857,316)  (5,798,390)
                                                       -----------   ----------
FINANCING ACTIVITIES
 Proceeds from public offering of common stock........  15,000,000    4,500,000
 Principal payments of bank borrowings................ (13,690,000)  (1,925,264)
 Proceeds from bank borrowings........................   6,750,000          ---
 Payment of debt and equity financing costs...........  (1,695,323)     (30,000)
 Exercise of stock purchase warrants..................     134,824      217,511
 Exercise of stock options............................      11,563      201,319
 Net change in restricted cash........................  (1,070,000)  (1,320,000)
 Production payments..................................    (274,185)    (170,583)
 Preferred stock dividends............................    (316,734)         ---
                                                        -----------   ---------
        Net cash provided by financing activities.....   4,850,145    1,472,983
                                                       -----------    ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS.............  (2,242,994)    (976,795)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......   3,531,763    5,929,229
                                                       -----------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD............$  1,288,769  $ 4,952,434
                                                       ===========    =========


                 See notes to consolidated financial statements

                                       7


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
                     Six Months Ended June 30, 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 Income................................     ---        ---       ---        ---          ---          ---
Total Comprehensive Income................     ---        ---       ---        ---          ---          ---
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
Exercise of Employee Stock Option.........     ---        ---       ---        ---      245,698       49,140
Director Stock Grants.....................     ---        ---       ---        ---        6,000        1,200
Conversion of Series B Preferred Stock
 to Common Stock..........................     ---     (3,059)   (3,059)       ---        3,411          682
                                           -------   --------  --------    -------   ----------    ---------

Balance at June 30, 2000.................. 796,318  $ 796,318   662,700  $ 662,700    8,985,789  $ 1,797,158
                                           =======   ========  ========    =======   ==========    =========

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.................     ---        ---       ---        ---          ---          ---
Director Stock Grant......................     ---        ---       ---        ---        5,130        1,026
Exercise of Stock Warrants................     ---        ---       ---        ---      156,580       31,316
Exercise of Stock Options.................     ---        ---       ---        ---        7,500        1,500
                                           -------   --------  --------    -------   ----------    ---------

Balance at June 30, 2001.................. 791,968  $ 791,968       ---  $     ---   17,672,510  $ 3,534,502
                                           =======   ========  ========    =======   ==========    =========


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                     Six Months Ended June 30, 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 Income................................            ---     1,659,281            ---      1,659,281
Total Comprehensive Income................            ---           ---            ---      1,659,281
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
Exercise of Employee Stock Option.........        142,304           ---            ---        191,444
Director Stock Grants.....................         28,800           ---            ---         30,000
Conversion of Series B Preferred Stock
 to Common Stock..........................          2,377           ---            ---            ---
                                               ----------   -----------     ----------     ----------
Balance at June 30, 2000..................  $  25,115,768  $(12,631,300)  $        ---   $ 15,740,644
                                               ==========   ===========     ==========     ==========

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

Net Income................................            ---     2,926,765            ---      2,926,765
Other Comprehensive Income (Loss);
 Net of Tax
Cumulative Effect of Accounting Change....            ---           ---     (2,535,469)    (2,535,469)
Net Derivative Gain.......................            ---           ---      1,722,827      1,722,827
Reclassification Adjustment...............            ---           ---        949,940        949,940
Total Comprehensive Income................            ---           ---            ---      3,064,063
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.................            ---      (316,734)           ---       (316,734)
Director Stock Grant......................         28,974           ---            ---         30,000
Exercise of Stock Warrants................        103,508           ---            ---        104,824
Exercise of Stock Options.................         10,063           ---            ---         11,563
                                               ----------    ----------     ----------     ----------

Balance at March 31, 2001.................  $  52,248,691 $  (8,249,357)  $    137,928    $48,463,102
                                              ===========    ===========    ==========     ==========

                See notes to consolidated financial statements.

                                       8


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000
                                   (Unaudited)

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

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America 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 June 30, 2001 and the results of its  operations for the three and
six months ended June 30, 2001 and 2000.

     The results of  operations  for the three and six months  period ended June
30, 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,  as of January
1, 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 six months ended June 30, 2001 by
$2,673,000,  net of $1,439,000 in income taxes,  and had no impact on income for

                                       9


the same period.  The deferred hedging gain included in AOCI will be transferred
to earnings as the forecasted  transactions actually occur. The $137,000 balance
in AOCI,  is  anticipated  to be  transferred  into earnings over the next eight
months.


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.  Transaction  costs paid in
2000  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.  Transaction  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 - Net Income Per Share
-----------------------------

     Net income was used as the  numerator in  computing  both basic and diluted
income per common  share for the three and six  months  ended June 30,  2001 and
2000. The following table  reconciles the  weighted-average  shares  outstanding
used for these computations.

                                  Three months              Six months
                                 ended June 30,            ended June 30,
                                 --------------            --------------
                                2000       2001         2000           2001
                                ----       ----         ----           ----

 Basic Method.............   8,892,668   17,609,205   7,972,848      16,865,075
 Dilutive Stock Warrants..   2,822,658    2,697,317   2,641,459       2,745,993
 Dilutive Stock Options...     341,960      279,926     497,384         194,354
 Diluted Method...........  12,057,286   20,586,448  11,111,691      19,805,422

     The  computation  of earnings  per share in the  consolidated  Statement of
Income did not consider  convertible  preferred stock  convertible  into 330,000
shares of common  stock for the three and six months ended June 30, 2001 because
the effects of the securities would have been antidilutive.

                                       10



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 June 30, 2001, the
Company  has paid  approximately  $321,000  in costs  related to this matter and
$123,000 has been 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.
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 and
six months ended June 30, 2000 due to the  availability  of net  operating  loss
carryforwards in the period.  A valuation  allowance was provided for the amount
of net operating loss carryforwards generated.

NOTE H - Credit Facility
------------------------

     On  July  31,  2001  the  Company's  borrowing  base  was  redetermined  at
$19,000,000   which  will  remain   effective  until  the  next  borrowing  base
redetermination scheduled for October 2001. Interest on the credit facility will
accrue at a rate  calculated  at the 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.


                                       11


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


Changes in Results of Operations
--------------------------------

      Six months ended June 30, 2001 versus six months ended June 30, 2000

     Total  revenues  for the  six  months  ended  June  30,  2001  amounted  to
$16,435,000 and were  $5,083,000  higher than the $11,352,000 for the six months
ended June 30, 2000 due to higher oil and gas  revenues.  Oil and gas sales were
$5,285,000  higher due primarily to higher oil and gas prices couple with higher
oil  production.  Oil and gas sales were reduced by $1,454,000 in the six months
ended June 30,  2001  compared to a reduction  of  $1,038,000  in the six months
ended  June 30,  2000 as a result of  settlement  of the  Company's  outstanding
future contracts.

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

                              Six months                   Six months
                          ended June 30, 2001         ended June 30, 2000
                     Production    Average Price   Production    Average Price

 Gas (Mcf).......    1,696,440    $      5.43      1,489,061      $   3.18
 Oil (Bbls)......      270,001          26.46        262,025         24.15

     Lease  operating  expense was  $3,078,000 for the six months ended June 30,
2001 versus  $1,487,000  for the six months  ended June 30,  2000 or  $1,591,000
higher due  primarily  to a full six months of costs at  Burrwood/West  Delta 83
Field in the  current  period  compared  to four  months  in the  prior  period.
Production  taxes  amounted to $1,014,000 for the six months ended June 30, 2001
compared to $933,000 for the six months  ended June 30, 2000 or $459,000  higher
due  primarily  to higher oil and gas sales in the  current  period.  Depletion,
depreciation  and  amortization was $3,198,000 for the six months ended June 30,
2001 versus $2,568,000 for the six months ended June 30, 2000 or $630,000 higher
due primarily to production volumes in the first six months of 2001 versus 2000.

     Exploration  expense for the six months ended June 30, 2001 was  $2,716,000
versus  $726,000 for the same period of 2000 or $1,990,000  higher due primarily
to dry hole and seismic  expense of  $1,543,000  and $466,000 for the six months
ended June 30, 2001 versus $-0- and $5,000 in the same period in 2000.

     Interest  expense  was  $597,000  in the six  months  ended  June 30,  2001
compared to  $2,392,000 in the six months ended June 30, 2000 due to the Company
having a higher effective  interest rate and higher average debt outstanding for
the six months ended June 30, 2000. 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 $226,000 and $285,000.

                                       12


     General  and  administrative  expenses  amounted to  $1,441,000  in the six
months  ended June 30, 2001 versus  $1,197,000  in the six months ended June 30,
2000.

     The  Company  recorded a gain on the sale of certain  non-core  oil and gas
properties  located in  Louisiana  and Texas of $72,000 and $274,000 for the six
months ended June 30, 2001 and 2000 respectively.

     Three months ended June 30, 2001 versus three months ended June 30,2000

     Total  revenues  for the three  months  ended  June 30,  2001  amounted  to
$7,336,000  and were $658,000  higher than the  $6,678,000  for the three months
ended June 30, 2000.  Oil and gas sales were  $423,000  higher due  primarily to
higher oil and gas prices  and  increased  gas  production  partially  offset by
decreased  oil  production.  Oil and gas sales were  reduced by  $241,000 in the
three  months  ended June 30, 2001  compared  to a reduction  of $553,000 in the
three months ended June 30, 2000 as a result of the  settlement of the Company's
outstanding future contracts.

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

                               Three months                Three months
                           ended June 30, 2001         ended June 30, 2000
                           -------------------         -------------------
                      Production     Average Price  Production    Average Price
                      ----------     -------------  ----------    -------------

 Gas (Mcf)..........     819,563    $       4.03      777,239    $     3.74
 Oil (Bbls).........     137,127           26.97      152,281         24.12

     Lease operating  expense was $1,591,000 for the three months ended June 30,
2001  versus  $1,120,000  for the three  months  ended June 30, 2000 or $471,000
higher due primarily more oil and gas wells in operation in the current  period.
Production  taxes  amounted to $460,000 in the three  months ended June 30, 2001
compared to $584,000 for the three months ended June 30, 2000 or $124,000  lower
due to lower effective  production tax rates at the  Burrwood/West  Delta Field.
Depletion,  depreciation  and  amortization  was $1,662,000 for the three months
ended June 30, 2001 versus  $1,264,000  for the three months ended June 30, 2000
or $398,000  higher than the second quarter of 2000 due to higher gas production
volumes in the second quarter of 2001 versus 2000.

     The  Company  incurred  $1,660,000  of  exploration  expense  in the second
quarter of 2001 compared to $365,000 in the second quarter of 2000 or $1,295,000
higher  primarily due to dry hole and seismic  costs of  $1,251,000  and $63,000
respectively  in the three  months  ended June 30,  2001  versus $-0- and $4,000
respectively, in the same period in 2000.

     Interest  expense  was  $227,000  in the three  months  ended June 30, 2001
compared to $1,210,000 in the second  quarter of 2000 due to higher average debt
outstanding for the quarter ended June 30, 2000.  Also, the 2000 amount includes
$256,000 in non-cash  expenses  associated  with the  amortization  of financing

                                       13


costs and detachable  common stock purchase  warrants  issued in connection with
the September 1999 private placement and amortization of the discount associated
with the production  payment  liability  recorded in connection with the Lafitte
Field acquisition.

     General and administrative  expenses amounted to $816,000 in the six months
ended June 30, 2001 versus $718,000 in the second quarter of 2000.

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

     Net cash provided by operating activities was $10,764,000 in the six months
ended June 30, 2001 compared to $3,349,000 in the six months ended June 30, 2000
attributable  to  significantly  higher  oil and  gas  revenues.  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  $17,857,000  for the six
months ended June 30, 2001 compared to $5,798,000 in 2000.  The six months ended
June 30, 2001  reflects  capital  expenditures  paid  totaling  $18,309,000  and
proceeds  from the sales of oilfield  equipment  and oil and gas  properties  of
$380,000 and $72,000  respectively.  The six months ended June 30, 2000 reflects
capital expenditures paid totaling $5,026,000,  cash paid in connection with the
acquisition of oil and gas properties of $1,199,000,  and proceeds from the sale
of oil and gas properties of $426,000.

     Net cash provided by financing activities was $4,850,000 for the six months
ended June 30, 2001 as compared to net cash provided by financing  activities of
$1,473,000 in the prior year period.  The 2001 amounts  consist 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 amounts also includes proceeds from
bank borrowings of $6,750,000, the payment of debt financing and public offering
costs of $1,695,000,  changes in restricted  cash of $1,070,000,  and production
payments of $274,000.  In addition,  the 2001 amount  includes  preferred  stock
dividends of $317,000 and proceeds from the exercise of stock warrants  employee
stock options of $135,000 and $12,000;  respectively.  The 2000 amount  includes
proceeds  from the  issuance of common stock of  $4,500,000  and paydowns by the
Company under its line of credit of $1,925,000. The 2000 amount includes changes
in restricted  cash of $1,320,000,  proceeds from the exercise of stock purchase
warrants of $218,000 and the exercise of employee stock options of $201,000. The
2000 amount also  includes  production  payments of $171,000 and payment of debt
financing costs of $30,000.

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

     On July 31, 2001 the borrowing base was  redetermined at $19,000,000  which
will remain  effective until the next borrowing base  redetermination  scheduled
for  October  2001.  Interest  on the  credit  facility  will  accrue  at a rate
calculated  at the 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

                                       14


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 other
outstanding letters of credit as of June 30, 2001.

     The Company had $18,309,000 in capital expenditures in the six months ended
June 30, 2001. The Company's budget for 2001 capital expenditures was set at the
beginning of the year at $20,000,000, and has since been updated to $26,000,000.
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 2001  from  operating  cash  flow,  cash and bank  borrowings,  if
necessary.

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

     The Company has been notified by the New York Stock Exchange  ("NYSE") that
it has been removed from the NYSE's "Watch List" under the Exchange's  continued
listing  and  compliance  standards  and is now  considered  a "company  in good
standing"  as the NYSE rule  filing  No.  SR-NYSE-2001-02  was  approved  by the
Securities and Exchange Commission on June 27, 2001. The Company will be subject
to the NYSE's normal continued listing requirements and its monitoring process.

New Accounting Pronouncement
----------------------------

     Statement   of   Financial   Accounting   Standards   No.  141,   "Business
Combinations"  ("SFAS No. 141") and Statement of Financial  Accounting  Standard
No. 142,  "Goodwill and Other Intangible Assets" ("SFAS No. 142") were issued in
July 2001. SFAS No. 141 requires that all business combinations be accounted for
under the purchase  method of accounting  and that certain  acquired  intangible
assets in a business combination be recognized and reported as assets apart from
goodwill.  SFAS No. 142 requires that  amortization of goodwill be replaced with
periodic tests of the goodwill's impairment at least annually in accordance with
the provisions of SFAS No. 142 and that intangible assets other than goodwill be
amortized  over  their  useful  lives.  The  Company  will  adopt  SFAS No.  141
immediately and SFAS No. 142 in the first quarter 2002. The adoption of SFAS No.
141 and 142 are not  expected  to have a  significant  impact  on the  Company's
financial statements.

                                       15


     In  addition,   Statement  of  Financial   Accounting   Standard  No.  143,
"Accounting for Asset Retirement Obligations" ("SFAS No. 143") has been approved
for  issuance.  SFAS No. 143 requires  that the fair value of a liability for an
asset retirement  obligation be recognized in the period in which it is incurred
if a reasonable  estimate of fair value can be made.  The statement is effective
for  fiscal  years  beginning  after  June 15,  2001.  The  Company  has not yet
determined  what, if any,  impact the adoption of this statement may have on its
financial statements.

           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 June 30, 2001 a hypothetical  2% change in the interest rates would
increase interest expense by approximately $97,000.

Hedging Activity

     The Company  engages in future  contracts  ("Agreements")  with some 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 second quarter of 2001.

     At June 30, 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;

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

     (c)  500  barrels of oil per day "swap" at $29.00 per barrel from July 2001
          through December 2001;

     (d)  500  barrels of oil per day "put" at $25.38  per  barrel  for  January
          2002; and

     (e)  500  barrels of oil per day "put" at $25.15  per  barrel for  February
          2002


     The fair value of the crude oil hedging contracts in place at June 30, 2001
resulted in an asset of $211,000.  A 10% increase in the average  NYMEX price of
crude oil would have resulted in a liability of $95,000 would have increased the
asset by $306,000.

     At June 30, 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 June 30, 2001 was not significant.

                                       16


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.

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.




                                       17


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         None

Item 2.  Changes in Securities.

          None

Item 3.  Defaults Upon Senior Securities.

          None.

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

     The Annual Meeting of Shareholders of the Company was held on May 17, 2001.
Set forth below is a brief  description of each matter acted upon at the meeting
and the number of votes cast for,  against or withheld,  and  abstaining  or not
voting as to each matter.

Election of Class III Directors
-------------------------------
                                     FOR                       WITHHELD
                                     ---                       --------

Walter G. Goodrich                   12,245,181                  74,322
Michael Y. McGovern                  12,246,297                  73,205
Arthur Seeligson                     11,586,321                 733,182

Ratification  of  the  amendment  to  the  Company's  Restated   Certificate  of
--------------------------------------------------------------------------------
Incorporation  to  increase  the  authorized  number of shares of the  Company's
--------------------------------------------------------------------------------
common stock from 25,000,000 to 50,000,000.
-------------------------------------------

             FOR                       AGAINST                      WITHHELD

          12,206,179                   102,458                       10,727

Ratification  of the  amendment  to the  Company's  1995  Stock  Option  Plan to
--------------------------------------------------------------------------------
increase  the  number of shares of common  stock  available  for  issuance  from
--------------------------------------------------------------------------------
1,175,000 to 2,000,000
----------------------

               FOR                    AGAINST                      WITHHELD
               ---                    -------                      --------

           11,365,789                 926,878                       26,698

Ratification  of the  appointment  of  KPMG  LLP as  the  Company's  independent
--------------------------------------------------------------------------------
auditors for 2001
-----------------

           FOR                     AGAINST                      WITHHELD

        12,295,484                  13,719                       10,299


                                       18


Item 5.  Other Information.

           Not applicable.

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

          (a)     Exhibits

          (b)     Reports on Form 8-K

                  None.






                                       19


                                   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)



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


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








                                       20