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            September 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               (I.R.S. Employer ID. No.)
       incorporation or organization)

815 Walker,  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 November 14, 2001,  there were 17,807,662  shares of Goodrich  Petroleum
Corporation common stock outstanding.

                                       1

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



                                                                       Page No.

                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

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

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

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

Consolidated Statements of Stockholders' Equity and
         Comprehensive Income (Unaudited)
   Nine Months Ended September 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 Disclosure about Market Risk       16-17


                           PART II - OTHER INFORMATION                      18


Item 2.  Changes in Securities and Use of Proceeds.

Item 6.  Exhibits and Reports on Form 8-K


                                       2


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets



                                                     September 30,  December 31,
                                                         2001           2000
                                                     -------------  ------------
                                                      (Unaudited)
                                 ASSETS
CURRENT ASSETS
                                                               
 Cash and cash equivalents.......................... $    127,402    3,531,763
 Accounts receivable
   Trade and other, net of allowance................      928,176      241,659
   Accrued oil and gas revenue......................    4,225,939    4,553,863
   Fair value of oil and gas derivatives............      502,699          ---
 Prepaid insurance..................................      111,640      238,647
                                                      -----------  -----------
      Total current assets..........................    5,895,856    8,565,932
                                                      -----------  -----------
PROPERTY AND EQUIPMENT
 Oil and gas properties (successful efforts method).  103,777,721   79,252,980
 Furniture, fixtures and equipment..................      304,010      240,150
                                                      -----------  -----------
                                                      104,081,731   79,493,130
 Less accumulated depletion, depreciation
     and amortization...............................  (31,405,498) (26,044,257)
                                                      -----------  -----------
   Net property and equipment.......................   72,676,233   53,448,873
                                                      -----------  -----------
OTHER ASSETS
 Restricted cash....................................    2,495,000    1,240,000
 Deferred taxes.....................................          ---    1,694,675
 Other..............................................       60,310      394,114
                                                      -----------  -----------
      Total other assets............................    2,555,310    3,328,789
                                                      -----------  -----------

           TOTAL ASSETS............................. $ 81,127,399   65,343,594
                                                      ===========  ===========


                 See notes to consolidated financial statements.


                                       3

                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets (Continued)



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

CURRENT LIABILITIES
                                                            
  Accounts payable.................................. $  3,854,238 $   3,043,477
  Accrued liabilities...............................    1,864,453     1,231,965
  Current portion other non-current liabilities.....      124,875       820,454
                                                      -----------  ------------
            Total current liabilities...............    5,843,566     5,095,896
                                                      -----------  ------------
LONG TERM DEBT......................................   19,000,000    22,965,000

OTHER NON-CURRENT LIABILITIES
  Production payment payable........................    1,385,687       969,870
  Accrued abandonment costs.........................    4,129,741     3,707,612
  Deferred Taxes....................................      831,294           ---

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 17,773,060 and 13,318,920 shares..    3,554,612     2,663,784
    Additional paid-in capital......................   52,303,990    39,348,013
    Accumulated deficit.............................   (7,040,213)  (10,859,388)
    Accumulated other comprehensive income..........      326,754           ---
                                                      -----------   -----------
               Total stockholders' equity...........   49,937,111    32,605,216
                                                      -----------   -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..... $ 81,127,399 $  65,343,594
                                                      ===========   ===========


                 See notes to consolidated financial statements.

                                       4

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



                                                           Nine Months Ended
                                                              September 30,
                                                           2001          2000
                                                        ----------   -----------
REVENUES
                                                               
   Oil and gas sales..................................$ 24,029,405   19,656,078
   Other..............................................     154,208      382,229
                                                        ----------  -----------
        Total revenues................................  24,183,613   20,038,307
                                                        ----------  -----------
EXPENSES
   Lease operating expense............................   4,733,427    3,416,725
   Production taxes...................................   1,457,000    1,584,138
   Depletion, depreciation and amortization...........   5,038,843    4,227,460
   Exploration........................................   3,253,732    2,084,469
   Interest expense...................................     918,809    3,696,048
   General and administrative.........................   2,252,700    1,711,525
   Preferred dividend requirements of a subsidiary....         ---       38,364
                                                        ----------  -----------
        Total costs and expenses......................  17,654,511   16,758,729
                                                        ----------  -----------
GAIN ON SALE OF ASSETS................................      71,986      307,299
                                                        ----------  -----------
INCOME BEFORE INCOME TAXES............................   6,601,088    3,586,877
   Income taxes.......................................  (2,310,381)   1,655,032
                                                        ----------  -----------
NET INCOME............................................   4,290,707    5,241,909
   Preferred stock dividends..........................   2,848,073      886,685
                                                        ----------  -----------
NET INCOME APPLICABLE TO COMMON STOCK.................   1,442,634    4,355,224
                                                        ==========  ===========
BASIC INCOME PER AVERAGE COMMON SHARE.................         .08          .49
                                                        ==========  ===========
DILUTED INCOME PER AVERAGE COMMON SHARE...............         .07          .35
                                                        ==========  ===========
AVERAGE COMMON SHARES OUTSTANDING - BASIC.............  17,167,718    8,873,159
                                                        ==========  ===========
AVERAGE COMMON SHARES OUTSTANDING - DILUTED...........  20,099,393   15,050,900
                                                        ==========  ===========


                 See notes to consolidated financial statements.


                                       5

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



                                                         Three Months Ended
                                                           September 30,
                                                        2001           2000
                                                    -------------   ----------
REVENUES
                                                              
   Oil and gas sales..............................$   7,678,211     8,590,027
   Other  ........................................       70,241        96,349
                                                     ----------   -----------
        Total revenues............................    7,748,452     8,686,376
                                                     ----------   -----------
EXPENSES
   Lease operating expense........................    1,655,790     1,305,170
   Production taxes...............................      442,285       651,126
   Depletion, depreciation and amortization.......    1,881,258     1,659,354
   Exploration....................................      537,276     1,358,282
   Interest expense...............................      321,571     1,304,055
   General and administrative.....................      811,899       514,268
                                                     ----------   -----------
        Total costs and expenses..................    5,650,079     6,792,255
                                                     ----------   -----------
GAIN ON SALE OF ASSETS............................          ---        33,475
                                                     ----------   -----------
INCOME BEFORE INCOME TAXES........................    2,098,373     1,927,596
   Income taxes...................................     (734,432)    1,655,032
                                                     ----------   -----------
 NET INCOME.......................................    1,363,941     3,582,628
   Preferred stock dividends......................      154,798       295,562
                                                     ----------   -----------
NET INCOME APPLICABLE TO COMMON STOCK.............    1,209,143     3,287,066
                                                     ==========   ===========
BASIC INCOME PER AVERAGE COMMON SHARE.............          .07           .31
                                                     ==========   ===========
DILUTED INCOME PER AVERAGE COMMON SHARE...........          .06           .23
                                                     ==========   ===========
AVERAGE COMMON SHARES OUTSTANDING - BASIC.........   17,763,136    10,644,423
                                                     ==========   ===========
AVERAGE COMMON SHARES OUTSTANDING - DILUTED.......   20,610,805    15,505,616
                                                     ==========   ===========


                 See notes to consolidated financial statements.

                                       6

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



                                                           Nine Months Ended
                                                             September 30,
                                                           2001          2000
                                                        ----------    ----------
OPERATING ACTIVITIES
                                                             
   Net income.........................................$  4,290,707 $  5,241,909
   Adjustments to reconcile net income to cash
    provided by operating activities:
     Depletion, depreciation and amortization.........   5,038,843    4,227,460
     Deferred income taxes............................   2,310,381   (1,655,032)
     Amortization of leasehold costs..................     769,402      762,914
     Amortization of production payment discount......      92,931      177,999
     Amortization of deferred debt financing..........      39,750      300,292
     Accrued interest on private placement borrowings.         ---      973,631
     Amortization of detachable stock purchase
          warrants....................................         ---      357,016
     Preferred dividends of subsidiary................         ---       38,364
     Gain on sale of assets...........................     (71,986)    (307,299)
     Capital expenditures charged to income...........   1,566,736      954,640
     Other............................................      20,745       30,000
   Net change in:
     Accounts receivable..............................    (358,593)  (3,296,961)
     Prepaid insurance and other......................      99,452     (107,103)
     Accounts payable.................................     810,761    2,321,635
     Accrued liabilities..............................     252,488      (55,133)
     Other liabilities................................         ---     (484,525)
                                                       -----------  -----------
          Net cash provided by operating activities...  14,861,617    9,479,807
                                                       -----------  -----------
INVESTING ACTIVITIES
   Proceeds from sale of assets.......................     451,986      459,526
   Acquisition of oil and gas properties..............         ---   (1,198,631)
   Capital expenditures............................... (26,155,337) (10,783,174)
                                                       -----------  -----------
          Net cash used in investing activities....... (25,703,351) (11,522,279)
                                                       -----------  -----------
FINANCING ACTIVITIES
   Proceeds from public offering of common stock......  15,000,000    4,500,000
   Principal payments of bank borrowings.............. (13,690,000)  (3,225,617)
   Proceeds from bank borrowings......................   9,725,000         ---
   Payment of debt and equity financing costs.........  (1,695,323)     (30,000)
   Exercise of stock purchase warrants................     210,233      249,322
   Exercise of stock options..........................      11,563      201,319
   Net change in restricted cash......................  (1,255,000)  (1,030,000)
   Production payments................................    (397,568)    (452,733)
   Preferred stock dividends..........................    (471,532)  (2,068,652)
                                                       -----------  -----------
          Net cash provided by financing activities...   7,437,373   (1,856,361)
                                                       -----------  -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS.............  (3,404,361)  (3,898,833)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......   3,531,763    5,929,833
                                                       -----------  -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............$    127,402 $  2,030,396
                                                       ===========  ===========


                 See notes to consolidated financial statements.


                                       7

                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                  Nine Months Ended September 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 ..............................     ---        ---       ---        ---    1,547,665      309,533
Exercise of Director Stock Option.........     ---        ---       ---        ---       12,500        2,500
Conversion of Notes Payable and Issuance
 of Common Stock in Connection therewith..     ---        ---       ---        ---    3,295,647          ---
Preferred Stock Dividends.................     ---        ---       ---        ---          ---          ---
Exercise of Common Stock Purchase Warrants     ---        ---       ---        ---      252,022       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..........................     ---        ---    (4,920)    (4,920)       5,486          682
                                           -------   --------  --------    -------   ----------    ---------

Balance at September 30, 2000............. 796,318  $ 796,318   660,839  $ 660,839   12,315,522  $ 2,463,104
                                           =======   ========  ========    =======   ==========    =========

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................     ---        ---       ---        ---      252,000       50,400
Exercise of Stock Options.................     ---        ---       ---        ---        7,500        1,500
                                           -------   --------  --------    -------   ----------    ---------

Balance at September 30, 2001............. 791,968  $ 791,968       ---  $     ---   17,773,060  $ 3,554,612
                                           =======   ========  ========    =======   ==========    =========


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                  Nine Months Ended September 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................................            ---     5,241,909            ---      5,241,909
Total Comprehensive Income................            ---           ---            ---      5,241,909
Issuance of Common Stock..................      4,193,333           ---            ---      4,500,000
Conversion of Preferred Stock of
  Subsidiary..............................      2,411,956           ---            ---      2,721,489
Exercise of Director Stock Option.........          7,375           ---            ---          9,875
Conversion of Notes Payable and Issuance
 of Common Stock in Connection therewith..            ---           ---            ---     10,410,849
Preferred Stock Dividends.................            ---    (2,068,652)           ---     (2,068,652)
Exercise of Common Stock Purchase Warrants        173,509           ---            ---        249,322
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 September 30, 2000.............  $  34,894,343  $(11,117,324)  $        ---   $ 27,697,280
                                               ==========   ===========     ==========     ==========

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

Net Income................................            ---     4,290,707            ---      4,290,707
Other Comprehensive Income (Loss);
 Net of Tax
Cumulative Effect of Accounting Change....            ---           ---     (2,535,469)    (2,535,469)
Net Derivative Gain.......................            ---           ---      2,041,626      2,041,626
Reclassification Adjustment...............            ---           ---        820,597        820,597
Total Comprehensive Income................            ---           ---            ---      4,617,461
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.................            ---      (471,532)           ---       (471,532)
Director Stock Grant......................         28,974           ---            ---         30,000
Exercise of Stock Warrants................        129,833           ---            ---        180,233
Exercise of Stock Options.................         10,063           ---            ---         11,563
                                               ----------    ----------     ----------     ----------

Balance at September 30, 2001.............  $  52,303,990 $  (7,040,213)  $    326,754    $49,937,111
                                              ===========    ===========    ==========     ==========

                See notes to consolidated financial statements.

                                       8

                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           September 30, 2000 and 1999
                                   (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 September 30, 2001 and the results of its operations for the three
and nine months ended September 30, 2001 and 2000.

     The  results  of  operations  for the three and nine  months  period  ended
September 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 nine months ended September 30,
2001 by  $2,862,000,  net of $1,541,000  in income  taxes,  and had no impact on
income for the same period.  The deferred  hedging gain included in AOCI will be

                                       9


transferred  to earnings as the  forecasted  transactions  actually  occur.  The
$340,000  balance in AOCI, is anticipated  to be transferred  into earnings over
the next five 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 nine months ended September  30, 2001
and 2000. The following table reconciles the weighted-average shares outstanding
used for these computations.

                                 Three months               Nine months
                              ended September 30,        ended September 30,
                              -------------------        -------------------
                               2000        2001           2000         2001
                               ----        ----           ----         ----

   Basic Method............. 10,644,423  17,763,136    8,873,159    17,167,718
   Dilutive Stock Warrants..  2,744,955   2,728,026    2,757,535     2,760,321
   Dilutive Stock Options...    396,770     119,643      653,787       171,354
                            -----------  ----------   ----------    ----------
   Diluted Method........... 13,786,148  20,610,805   12,284,481    20,099,393
                            ===========  ==========   ===========   ==========

     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 nine months ended  September  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 September 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
---------------------
     The Company recorded a net deferred tax asset of approximately $1.6 million
in the three months ended September 30, 2000 based on projections for generating
sufficient   taxable   income  prior  to  expiration   of  net  operating   loss
carryforwards.  Although  realization is not assured,  management believes it is
more likely than not that the  recorded  deferred  tax asset,  net of  valuation
allowance provided, will be realized.

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

     On November 9, 2001 the Company  established a new credit facility with BNP
Paribas Bank, with a borrowing base of $25,000,000.  The new borrowing base will
remain effective until the next borrowing base  redetermination  scheduled to be
made on or before March 31, 2002. Interest on the credit facility will accrue at
a rate  calculated  at the option of the Company as either the BNP Paribas  Bank
base  rate  plus  0.00% to  0.50%,  or LIBOR  plus  1.50% - 2.50%  depending  on
borrowing  base  utilization.  Interest or  LIBOR-Rate is due and payable on the
last day of its respective  Interest Period.  Accrued interest on each Base-Rate
borrowing  is due and  payable  on the  last  day of each  quarter.  The  credit
facility will mature on November 9, 2004. The credit facility  requires that the
Company  pay a  0.375%  per  annum  commitment  fee  each  quarter  based on the
Company's  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. 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
                       -----------------------------------

Nine months ended September 30, 2001 versus nine months ended September 30, 2000

     Total  revenues for the nine months ended  September  30, 2001  amounted to
$24,184,000 and were $4,145,000  higher than the $20,038,000 for the nine months
ended September 30, 2000 due to higher oil and gas sales. Oil and gas sales were
$24,029,000  for the first nine months of 2001 compared to  $19,656,000  for the
first nine months of 2000,  or  $4,373,000  higher due to  increased  production
volumes and higher oil and gas prices. Oil and gas sales decreased by $1,256,000
in the  nine  months  ended  September  30,  2001  compared  to a  reduction  of
$1,763,000  in the  prior  period  as a result of  settlement  of the  Company's
outstanding futures contracts.

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




                              Nine months                    Nine months
                        ended September 30, 2001      ended September 30, 2000
                        ------------------------      ------------------------
                     Production     Average Price  Production     Average Price

                                                      
     Gas (Mcf)....... 2,785,221    $     4.55       2,453,378     $    3.57
     Oil (Bbls)......   436,088         26.07         435,607         25.02



     Lease operating  expense was $4,733,000 for the nine months ended September
30, 2001,  versus  $3,417,000  for the nine months ended  September 30, 2000, or
$1,316,000  higher due primarily to a full nine months of costs at Burrwood/West
Delta 83 field in the  current  period  compared  to seven  months  in the prior
period.  Production  taxes  amounted  to $1,457,000  for the nine  months  ended
September 30, 2001  compared to  $1,584,000 or $127,000  lower due to higher oil
and gas sales more than offset by severance tax  exemptions  received on certain
production in the  Burrwood/West  Delta 83 field.  Depletion,  depreciation  and
amortization was $5,039,000 for the nine months ended September 30, 2001, versus
$4,227,000 for the nine months ended  September 30, 2000, or $812,000 higher due
to increased  capitalized costs and higher production volumes in the nine months
ended 2001 versus 2000.

     Exploration  expense  for the nine  months  ended  September  30,  2001 was
$3,254,000  versus  $2,084,000 for the same period of 2000 or $1,170,000  higher
due  primarily to dry hole and  seismic costs  of   $1,567,000,   and  $532,000,
respectively, in the current period versus $-0- and $796,000 for the same period
in 2000.

     Interest  expense was $919,000 in the nine months ended  September 30, 2001
compared  to  $3,696,000  in the  nine  months  ended  September  30,  2000,  or
$2,777,000  lower due to higher  average  debt  outstanding  for the nine months
ended September 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 $2,253,000 in the nine
months ended September 30, 2001 versus $1,711,000 in the nine months ended
September 30, 2000.

     The  Company  recorded a gain on the sale of certain  non-core  oil and gas
properties of $72,000 for the nine months ended September 30, 2001.

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

     Total  revenues for the three months ended  September  30, 2001 amounted to
$7,748,000  and were  $938,000  lower than the  $8,686,000  for the three months
ended September 30, 2000 due to lower oil and gas sales.  Oil and gas sales were
$7,678,000  for the quarter ended  September 30, 2001 compared to $8,590,000 for
the quarter ended  September 30, 2000 or $912,000 lower due to lower oil and gas
prices and lower oil production partially offset by higher gas production in the
current period. Oil and gas sales were increased by $198,000 in the three months
ended  September  30, 2000 versus a reduction  of $725,000 in the same period in
2000 as a result of 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 September 30, 2001     ended September 30, 2000
                          ------------------------     ------------------------
                       Production     Average Price   Production   Average Price

                                                       
     Gas (Mcf)......... 1,088,781    $     3.17         964,317    $   4.17
     Oil (Bbls)........   166,087         25.44         173,582       26.33


     Lease operating expense was $1,656,000 for the three months ended September
30, 2001,  versus  $1,305,000 for the three months ended  September 30, 2000, or
$351,000  higher  due  primarily  to more  producing  wells in the  2001  period
compared  to the same period in 2000.  Production  taxes were  $442,000  for the
three months ended  September 30, 2001 compared to $651,000 for the three months
ended  September  30, 2000 or $209,000  lower due to lower oil and gas sales and
receipt of severance  tax exemption on certain  production in the  Burrwood/West
Delta 83 fields. Depletion, depreciation and amortization was $1,881,000 for the
three months ended  September 30, 2001,  versus  $1,659,000 for the three months
ended September 30, 2000, or $222,000 higher due to increased  capitalized costs
and  higher  production  volumes in the  current  period  compared  to the prior
period.

     The Company incurred  $537,000 of exploration  expense in the third quarter
of 2001,  compared to $1,358,000 in the third quarter of 2000, or $821,000 lower
primarily  due to seismic  costs of $66,000 in the third  quarter of 2001 versus
$792,000 in 2000. Additionally,  dry hole costs amounted to $24,000 in the third
quarter of 2001 compared to $158,000 for the same period in 2000.

     Interest  expense was $322,000 in the three months ended September 30, 2001
compared to $1,304,000  in the third  quarter of 2000, or $982,000  lower due to
higher average debt outstanding and a higher effective interest rate in the 2000

                                       13


period.  Also, the 2000 amount includes $203,000 in 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 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  $812,000 in the three
months ended September 30, 2001 versus $514,000 in the third quarter of 2000.

Liquidity and Capital Resources
-------------------------------
     Net cash  provided by  operating  activities  was  $14,862,000  in the nine
months  ended  September  30, 2001  compared to net cash  provided by  operating
activities  of  $9,480,000  in the nine months ended  September  30,  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  $25,703,000  for the nine
months ended September 30, 2001 compared to $11,522,000 in 2000. The nine months
ended September 30, 2001 reflects capital expenditures  totaling $26,155,000 and
proceeds from the sale of oil and gas  properties  of $452,000.  The nine months
ended September 30, 2000 reflects  capital  expenditures  totaling  $10,783,000,
cash  paid in  connection  with the  acquisition  of oil and gas  properties  of
$1,199,000, and proceeds from the sales of oil and gas properties of $460,000.

     Net cash  provided by  financing  activities  was  $7,437,000  for the nine
months  ended  September  30,  2001 as  compared  to net cash used in  financing
activities of $1,856,000 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 $9,725,000,  the payment of debt financing and
public  offering costs of $1,695,000,  changes in restricted cash of $1,255,000,
and  production  payments of  $398,000.  In addition,  the 2001 amount  includes
preferred  stock  dividends of $472,000 and proceeds  from the exercise of stock
warrants and employee stock options of $210,000 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  $3,226,000.  The 2000
amount  includes  changes in restricted  cash of  $1,030,000,  proceeds from the
exercise of stock  purchase  warrants of $249,000  and the  exercise of employee
stock  options of  $201,000.  The 2000  amount  also  includes  preferred  stock
dividends  of  $2,069,000,  production  payments of $453,000 and payment of debt
financing costs of $30,000.

Compass Credit Facility
-----------------------
     On November 9, 2001 the Company  established a new credit facility with BNP
Paribas Bank, with a borrowing base of $25,000,000.  The new borrowing base will
remain effective until the next borrowing base  redetermination  scheduled to be

                                       14


made on or before March 31, 2002. Interest on the credit facility will accrue at
a rate  calculated  at the option of the Company as either the BNP Paribas  Bank
base  rate  plus  0.00% to  0.50%,  or LIBOR  plus  1.50% - 2.50%  depending  on
borrowing base  utilization.  Interest on LIBOR-Rate loans is due and payable on
the last day of its  respective  Interest  Period.  Interest  on each  Base-Rate
borrowing  is due and  payable  on the  last  day of each  quarter.  The  credit
facility will mature on November 9, 2004. The credit facility  requires that the
Company  pay a  0.375%  per  annum  commitment  fee  each  quarter  based on the
Company's  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. Substantially all the Company's assets are pledged to secure the
credit facility.

     The  Company had  $26,155,000  in capital  expenditures  in the nine months
ended September 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 September 30, 2001 a  hypothetical  2% change in the interest rates
would increase interest expense by approximately $90,000.

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 third quarter of 2001.

     At  September  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  through  December
     2001;
(d)  300 barrels of oil per day "put" at $25.38 per barrel for January 2002; and
(e)  300 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 September 30,
2001 resulted in an asset of $279,000. A 10% increase in the average NYMEX price
of crude  oil  would  have  resulted  in an asset of  $134,000  and  would  have
decreased the asset by $145,000.

     At September  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 September 30, 2001 resulted in an asset of $224,000.  A 10% increase in
the  average  NYMEX  price of  natural  gas would have  resulted  in an asset of
$106,000 and would have decreased the asset by $118,000.

                                       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 2.  Changes in Securities and Use of Proceeds.

         Information required by this item is hereby incorporated by reference
         to the Company's Form 8-K filed October 15, 1999.

Item 6.  Exhibits and Reports on Form 8-K

          (a) Exhibits





                                       18




                                   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





                                       19