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, 2002
                              --------------------------------------------------
                                       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)

808 Travis Street,  Suite 1320, 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, 2002,  there were 17,914,325  shares of Goodrich  Petroleum
Corporation common stock outstanding.

                                       1


                         GOODRICH PETROLEUM CORPORATION
                                    FORM 10-Q
                               September 30, 2002
                                      INDEX



                                                                        Page No.

                             PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Consolidated Balance Sheets
   September 30, 2002 (Unaudited) and December 31, 2001............         4-5

Consolidated Statements of Operations (Unaudited)
   Nine Months Ended September 30, 2002 and 2001...................           6

   Three Months Ended September 30, 2002 and 2001..................           7

Consolidated Statements of Cash Flows (Unaudited)
   Nine Months Ended September 30, 2002 and 2001...................           8

Consolidated Statements of Stockholders' Equity and
         Comprehensive Income (Unaudited)
   Nine Months Ended September 30, 2002 and 2001...................           9

Notes to Consolidated Financial Statements.........................       10-13

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.                             14-19

Item 3.  Quantitative and Qualitative Disclosure about Market Risk        19-21

Item 4.  Controls and Procedures                                             21

                               PART II - OTHER INFORMATION                   22

Item 1.  Legal Procedings.                                                   22

Item 2.  Changes in Securities and Use of Proceeds.                          22
                                       2


Item 3.  Defaults Upon Senior Securities                                     22

Item 4.  Submission of Matters to a Vote of Security Holders                 22

Item 5.  Other Information                                                   22

Item 6.  Exhibits and Reports on Form 8-K                                    22


                                       3

                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                                     September 30,  December 31,
                                                         2002            2001
                                                     -------------  ------------
                                                       (Unaudited)

                                 ASSETS
CURRENT ASSETS
                                                             
 Cash and cash equivalents...........................$     304,486 $    248,701
 Accounts receivable
   Trade and other, net of allowance.................    2,975,907      825,593
   Accrued oil and gas revenue.......................    1,553,319    3,456,210
   Fair value of oil and gas derivatives.............          ---       13,000
 Prepaid insurance and other.........................      800,784      139,452
                                                      ------------  -----------
      Total current assets...........................    5,634,496    4,682,956
                                                      ------------  -----------

PROPERTY AND EQUIPMENT
 Oil and gas properties (successful efforts method)..  103,068,422  108,019,749
 Furniture, fixtures and equipment...................      527,463      321,393
                                                      ------------  -----------
                                                       103,595,885  108,341,142

 Less accumulated depletion, depreciation
   and amortization.................................. (37,356,000)  (33,247,502)
                                                      ------------  -----------
   Net property and equipment........................   66,239,885   75,093,640
                                                      ------------  -----------

OTHER ASSETS
 Restricted cash.....................................    2,039,000    2,039,000
 Deferred taxes......................................      403,977      207,605
 Other...............................................      243,979      220,730
                                                      ------------  -----------
      Total other assets.............................    2,686,956    2,467,335
                                                      ------------  -----------

           TOTAL ASSETS..............................$ 74,561,337  $ 82,243,931
                                                      ===========   ===========

                 See notes to consolidated financial statements.

                                       4


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets (Continued)


                                                     September 30,  December 31,
                                                         2002          2001
                                                     -------------  ------------

                                                      (Unaudited)
                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
                                                             
 Accounts payable.....................................$ 2,768,597  $  2,398,437
 Accrued liabilities..................................   1,130,238    1,693,674
 Fair value of oil and gas derivatives................     796,508          ---
 Current portion other non-current liabilities........     125,000      124,875
                                                       -----------   ----------
           Total current liabilities..................   4,820,343    4,216,986
                                                       -----------   ----------

LONG TERM DEBT........................................  17,000,000   24,500,000

OTHER NON-CURRENT LIABILITIES
 Production payment payable...........................   1,056,677    1,264,729
 Accrued abandonment costs............................   4,633,923    4,341,669

STOCKHOLDERS' EQUITY
 Preferred stock; authorized 10,000,000 shares:
  Series A convertible preferred stock, par value
    $1.00 per share; issued and outstanding 791,968
    and 791,968 shares (liquidation preference $10
    per share, aggregating to $7,919,680).............    791,968       791,968
 Common stock; par value $0.20 per share:
  Authorized 50,000,000 shares; issued and
    outstanding 17,914,325 and 17,896,356 shares......   3,582,864    3,579,271
 Additional paid-in capital...........................  52,333,738   52,279,331
 Accumulated deficit..................................  (9,140,445)  (8,738,473)
 Accumulated other comprehensive income...............    (517,731)       8,450
                                                       ------------  ----------
           Total stockholders' equity.................  47,050,394   47,920,547
                                                       ------------  ----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...........$ 74,561,337 $ 82,243,931
                                                        =========== ===========

                 See notes to consolidated financial statements.

                                       5


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


                                                        Nine Months Ended
                                                            September 30,
                                                         2002           2001
                                                      -----------    ----------


REVENUES
                                                           
 Oil and gas sales................................. $ 13,118,118 $   24,029,405
 Other.............................................      147,609        154,208
                                                      ----------    -----------
      Total revenues................................  13,265,727     24,183,613
                                                      ----------    -----------

EXPENSES
 Lease operating expense...........................    5,805,347      4,733,427
 Production taxes..................................    1,156,321      1,457,000
 Depletion, depreciation and amortization..........    4,052,194      5,038,843
 Exploration.......................................    1,046,367      3,253,732
 Interest expense..................................      749,773        918,809
 General and administrative........................    3,177,356      2,252,700
                                                      ----------    -----------
      Total costs and expenses.....................   15,987,358     17,654,511
                                                      ----------    -----------

GAIN ON SALE OF ASSETS.............................    2,843,808         71,986
                                                      ----------    -----------

INCOME BEFORE INCOME TAXES.........................      122,177      6,601,088
 Income taxes...................... ...............      (42,762)    (2,310,381)
                                                      ----------    -----------

 NET INCOME........................................       79,415      4,290,707

   Preferred stock dividends.......................      481,387      2,848,073
                                                      ----------    -----------

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK.......    (401,972)      1,442,634
                                                      ==========    ===========

BASIC INCOME (LOSS) PER AVERAGE COMMON SHARE.......        (.02)            .08
                                                      ==========    ===========

DILUTED INCOME (LOSS) PER AVERAGE COMMON SHARE.....        (.02)            .07
                                                      ==========    ===========

AVERAGE COMMON SHARES OUTSTANDING - BASIC..........   17,840,491     17,167,718
                                                      ==========    ===========
AVERAGE COMMON SHARES OUTSTANDING - DILUTED........   17,840,491     20,099,393
                                                      ==========    ===========

                See notes to consolidated financial statements.

                                       6

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

                                                         Three Months Ended
                                                            September 30,
                                                          2002          2001

                                                       -----------    --------
 REVENUES
                                                            
  Oil and gas sales.................................$   4,239,650 $   7,678,211
  Other  ...........................................       18,370        70,241
                                                       ----------    ----------
       Total revenues...............................    4,258,020     7,748,452
                                                       ----------    ----------
 EXPENSES
  Lease operating expense...........................    1,779,529     1,655,790
  Production taxes..................................      354,573       442,285
  Depletion, depreciation and amortization..........    1,201,020     1,881,258
  Exploration.......................................      285,947       537,276
  Interest expense..................................      217,933       321,571
  General and administrative........................      957,329       811,899
                                                       ----------    ----------
       Total costs and expenses.....................    4,796,331     5,650,079
                                                       ----------    ----------
 GAIN (LOSS) ON SALE OF ASSETS......................     (80,393)           ---
                                                       ----------    ----------
 INCOME (LOSS) BEFORE INCOME TAXES..................    (618,704)     2,098,373
  Income taxes......................................      216,546      (734,432)
                                                       ----------    ----------
NET INCOME (LOSS)...................................     (402,158)    1,363,941

  Preferred stock dividends.........................      158,366       154,798
                                                       ----------    ----------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK........     (560,524)    1,209,143
                                                       ==========    ==========
BASIC INCOME (LOSS) PER AVERAGE COMMON SHARE........         (.03)          .07
                                                       ==========    ==========
DILUTED INCOME (LOSS) PER AVERAGE COMMON SHARE......         (.03)          .06
                                                       ==========    ==========
AVERAGE COMMON SHARES OUTSTANDING - BASIC...........   17,914,325    17,763,136
                                                       ==========    ==========
AVERAGE COMMON SHARES OUTSTANDING - DILUTED.........   17,914,325    20,610,805


                 See notes to consolidated financial statements.

                                       7

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

                                                             Nine Months Ended
                                                               September 30,
                                                             2002        2001

                                                         ----------    --------
OPERATING ACTIVITIES
                                                             
 Net income............................................$    79,415 $  4,290,707
 Adjustments to reconcile net income to cash
  provided by operating activities:
   Depletion, depreciation and amortization............  4,052,194    5,038,843
   Deferred income taxes...............................     42,762    2,310,381
   Amortization of leasehold costs.....................    348,686      769,402
   Amortization of production payment discount.........     70,558       92,931
   Amortization of deferred debt financing.............    108,135       39,750
   Gain on sale of assets.............................. (2,843,808)     (71,986)
   Capital expenditures charged to income..............        ---    1,566,736
   Other...............................................        ---       20,745
 Net change in:
   Accounts receivable.................................   (247,423)    (358,593)
   Prepaid insurance and other.........................   (748,523)      99,452
   Accounts payable....................................    370,160      810,761
   Accrued liabilities.................................   (533,439)     252,488
                                                       -----------  -----------
    Net cash provided by operating activities..........    698,717   14,861,617
                                                       -----------  -----------
INVESTING ACTIVITIES
 Proceeds from sale of assets.......................... 12,822,591      451,986
 Capital expenditures.................................. (5,233,526) (26,155,337)
                                                       -----------  -----------
    Net cash provided by/(used in) investing activities  7,589,065  (25,703,351)
                                                       -----------  -----------
FINANCING ACTIVITIES
 Proceeds from public offering of common stock.........        ---   15,000,000
 Principal payments of bank borrowings.................(13,000,000) (13,690,000)
 Proceeds from bank borrowings.........................  5,500,000    9,725,000
 Payment of debt and equity financing costs............        ---   (1,695,323)
 Exercise of stock purchase warrants...................        ---      210,233
 Exercise of stock options.............................     28,000       11,563
 Net change in restricted cash.........................        ---   (1,255,000)
 Production payments...................................   (278,610)    (397,568)
 Preferred stock dividends.............................   (481,387)    (471,532)
                                                       -----------  -----------
    Net cash (used in)/provided by financing activities (8,231,997)   7,437,373
                                                        -----------  -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS.............      55,785   (3,404,361)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......     248,701    3,531,763
                                                        -----------  -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD............$    304,486 $    127,402
                                                       ===========  ===========

                See notes to consolidated financial statements.

                                       8



                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                  Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)
 
                                        Series A               Series B
                                     Preferred Stock        Preferred Stock          Common Stock
                                     ---------------        ---------------          ------------
                                                                            
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
                                   =======    =========   ========    ========  ==========    =========
Balance at December 31, 2001....   791,968      791,968        ---         ---  17,896,356    3,579,271
  Net Income....................       ---          ---        ---         ---         ---          ---
  Other Comprehensive Income(Loss);
    Net of Tax
  Net Derivative Gain(Loss).....       ---          ---        ---         ---         ---          ---
  Reclassification Adjustment...       ---          ---        ---         ---         ---          ---
  Total Comprehensive Income....       ---          ---        ---         ---         ---          ---
  Preferred Stock Dividends.....       ---          ---        ---         ---         ---          ---
  Director Stock Grant..........       ---          ---        ---         ---       7,302        1,460
  Exercise of Stock Options.....       ---          ---        ---         ---      10,667        2,133
                                   -------    ---------   --------    --------  ----------    ---------
Balance at September 30, 2002...   791,968 $    791,968        --- $       ---  17,914,325 $  3,582,864
                                   =======    =========   ========    ========  ==========    =========



                                                                    Accumulated
                                    Additional                         Other             Total
                                     Paid-In      Accumulated      Comprehensive      Stockholders'
                                     Capital        Deficit            Income            Equity
                                     -------        -------       --------------         ------
                                                                        
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
                                     ==========    ============     ===========      ==========
Balance at December 31, 2001....    52,279,331       (8,738,473)          8,450      47,920,547
  Net Income....................           ---           79,415             ---          79,415
  Other Comprehensive Income(Loss);
      Net of Tax................
  Net Derivative Gain(Loss).....           ---              ---        (474,204)       (474,204)
  Reclassification Adjustment...           ---              ---         (51,977)        (51,977)
                                                                                      ----------
  Total Comprehensive Income....           ---              ---             ---        (446,766)
  Preferred Stock Dividends.....           ---         (481,387)            ---        (481,387)
  Director Stock Grant..........        28,540              ---             ---          30,000
  Exercise of Stock Options.....        25,867              ---             ---          28,000
                                     ---------     ------------     -----------      ----------
Balance at September 30, 2002...  $ 52,333,738    $  (9,140,445)       (517,731)   $ 47,050,394
                                    ==========    =============     ===========      ==========

                 See notes to consolidated financial statements.

                                      9

                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           September 30, 2002 and 2001
                                   (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, 2001.

     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, 2002 and the results of its operations for the three
and nine months ended September 30, 2002 and 2001.

     The  results  of  operations  for the three and nine  month  periods  ended
September 30, 2002 are not necessarily  indicative of the results to be expected
for the full year.

NOTE B - Sale of Oil and Gas Properties to Related Party
--------------------------------------------------------
     On March 12, 2002,  the Company,  in an effort to monetize a portion of the
value  created in its Burrwood  and West Delta fields and enhance its  liquidity
position,  completed the sale of a thirty percent (30%) working  interest in the
existing  production  and shallow  rights,  and a fifteen  percent (15%) working
interest in the deep rights below 10,600 feet, in its Burrwood and West Delta 83
fields for $12 million to Malloy Energy  Company,  LLC led by Patrick E. Malloy,
III and  participated  in by Sheldon  Appel and Joe  Austin,  all members of the
Company's Board of Directors. The Company received net proceeds from the sale of
approximately $11.8 million after purchase price adjustments. The sale price was
determined  by  discounting  the present  value of the acquired  interest in the
fields'  proved,  probable and possible  reserves  using  prevailing oil and gas
prices.  The Company has retained a sixty-five percent (65%) working interest in
the  existing  production  and shallow  rights,  and a  thirty-two  and one-half
percent  (32.5%)  working  interest  in the deep  rights  after the close of the
transaction.  In conjunction with the sale, Malloy Energy Company, LLC, provided
a $7.7  million  line of credit.  The $7.7  million  line of credit,  which will
reduce to $5.0  million  on January 1, 2003,  is  subordinate  to the  Company's
senior facility and can be used for  acquisitions,  drilling,  development,  and
general corporate purposes until December 31, 2004. Malloy Energy Company,  LLC,
retains  the  option,   during  the  two-year  period,  to  convert  the  amount
outstanding  under the credit line,  and/or provide cash on any unused credit up
to a maximum of $7.7 million in the first year,  reduced to $5.0  million  after


                                       10


December 31, 2002, into working interests in any  acquisition(s) the Company may
make in Louisiana  prior to January 1, 2005.  The  conversion of the credit line
will be on a  pro-rata  basis with the  Company  and may not exceed a maximum of
$7.7 million  reduced to $5.0 million after December 31, 2002, or thirty percent
(30%) of any potential acquisition(s).

     The  Company  recorded a gain of  approximately  $2.4  million in the first
quarter  as a result  of the  sale.  The  Company  used the  proceeds  to reduce
outstanding debt under its credit facility by approximately $12 million.

     In addition,  the Company sold other non-core oil and gas properties in the
nine  months  ended  September  30,  2002 for  $978,000  and  recorded a gain of
approximately $447,000.

NOTE C - Net Income (Loss) Per Share
------------------------------------
     Net income (loss) was used as the numerator in computing  basic and diluted
income per common share for the three and nine months ended  September  30, 2002
and 2001. The following table reconciles the weighted-average shares outstanding
used for these computations.

                                  Three months                Nine months
                               ended September 30,       ended September 30,
                               -------------------       -------------------
                               2002            2001        2002         2001
                               ----            ----        ----         ----

Basic Method...............  17,914,325    17,763,136   17,840,491   17,167,718
Dilutive Stock Warrants....         ---     2,728,026          ---    2,760,321
Dilutive Stock Options.....         ---       119,643          ---      171,354
                           ------------  ------------  -----------  -----------
Diluted Method.............  17,914,325    20,610,805   17,840,491   20,099,393
                             ==========  ============ -===========  ===========

     The  computation  of earnings  per share in the  consolidated  Statement of
Income for the three and nine months ended  September 30, 2001 and September 30,
2002,  respectively,  did not consider  convertible  preferred stock convertible
into 330,013 shares of common stock because the effects of the securities  would
have been  antidilutive.  The computation of loss per share in the  consolidated
Statements of Income for the three and nine months ended September 30, 2002, did
not consider stock warrants  convertible  into 2,055,649 and 2,210,775 shares of
common stock respectively,  and stock options convertible into 71,662 and 63,424
shares of common stock  respectively,  because the effects of these  convertible
securities would have been antidilutive.

NOTE D - Credit Facility
------------------------
     On November 9, 2001, the Company established a new credit facility with BNP
Paribas  Bank,  with an  initial  borrowing  base of  $25,000,000.  The  current
borrowing  base,  taking into effect the sale of a 30%  interest in the Burrwood
and West Delta 83 fields,  is $21,000,000  and will remain  effective  until the
next  borrowing  base  redetermination  initially  scheduled to take place on or
before September 30, 2002. Due to recent drilling  activities,  BNP Paribas Bank
agreed  to extend  the  borrowing  base  redetermination  date and is  currently
reviewing  the  borrowing  base and will inform the Company of the new borrowing

                                       11


base when they  complete  their  review.  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  borrowings 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 8, 2004. The credit  facility  requires
that the Company pay a quarterly  commitment fee equal to 0.375% per annum 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. At September 30, 2002, the Company had approximately $4,000,000
available under its borrowing base.

NOTE E - New Accounting Pronouncements
--------------------------------------
     The Company adopted Statement of Financial  Accounting Standards (SFAS) No.
141,  "Business  Combinations"  ("SFAS No.  141")  immediately  upon release and
(SFAS) No. 142,  "Goodwill  and Other  Intangible  Assets"  ("SFAS No.  142") on
January 1,  2002.  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 does not have
any  identified  intangible  assets nor any  goodwill as of December 31, 2001 or
September  30,  2002.  The  adoption  of SFAS No.  141 and  SFAS No.  142 had no
significant impact on the Company's financial statements.

     SFAS No. 144,  Accounting  for the  Impairment  or  Disposal of  Long-Lived
Assets (SFAS No. 144)  addresses  financial  accounting  and  reporting  for the
impairment  or disposal of  long-lived  assets.  This  Statement  requires  that
long-lived  assets be  reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future net cash flows expected
to be generated by the asset.  If the  carrying  amount of an asset  exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset. SFAS
No. 144 requires  companies to separately  report  discontinued  operations  and
extends that reporting to a component of an entity that either has been disposed
of (by sale,  abandonment,  or in a distribution  to owners) or is classified as
held for  sale.  Assets  to be  disposed  of are  reported  at the  lower of the
carrying  amount or fair value less costs to sell. The Company  adopted SFAS No.
144 on January 1, 2002. The adoption of SFAS No. 144 had no  significant  impact
on the Company's financial statements.

     In  addition,   Statement  of  Financial   Accounting   Standard  No.  143,
"Accounting for Asset Retirement  Obligations" ("SFAS No. 143") has been issued.
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

                                       12


estimate of fair value can be made.  The  statement  is  effective on January 1,
2003.  The Company is currently assessing the impact that this statement will
have on its financial statements.

     In April 2002,  SFAS No. 145,  Rescission of FASB Statements No. 4, 44, and
64,  Amendment of FASB Statement No. 13, and Technical  Corrections  was issued.
SFAS No. 145  rescinds  SFAS No. 4,  which  required  all gains and losses  from
extinguishment  of debt to be  aggregated  and, if  material,  classified  as an
extraordinary  item, net of related income tax effect.  SFAS No. 145 amends SFAS
No. 13 to require that certain lease  modifications  that have economic  effects
similar to  sale-leaseback  transactions  be accounted for in the same manner as
sale-leaseback  transactions.  The various provisions of this pronouncement have
different  effective dates. The Company does not expect the adoption of SFAS No.
145 to have any significant impact on the Company's financial statements.

     On July 30, 2002, SFAS No. 146,  Accounting for Costs  Associated with Exit
or Disposal  Activities was issued. SFAS No. 146 requires companies to recognize
costs associated with exit or disposal  activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The Company has not yet determined  what, if any,  impact the adoption
of this statement may have on its financial statements.

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,
2002,  the Company  has paid  approximately  $321,000  in costs  related to this
matter and has $122,500  accrued for the remaining  liability.  These costs have
not been  discounted to their present value.  The EPA and the PRPs will continue
to evaluate  the site and revise  estimates  for the  long-term  clean-up of the
site.  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.


                                       13

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

             Nine months ended September 30, 2002 versus nine months
                            ended September 30, 2001

     Total  revenues for the nine months ended  September  30, 2002  amounted to
$13,266,000 and were $10,918,000  lower than the $24,184,000 for the nine months
ended  September 30, 2001 due  primarily to the sale of thirty  percent (30%) of
Burrwood/West Delta 83 field on March 12, 2002 and lower oil and gas prices. Oil
and gas sales were  $13,118,000  for the first nine  months of 2002  compared to
$24,029,000 for the first nine months of 2001, or $10,911,000 lower. Oil and gas
revenues were also reduced  during the period due to a majority of the Company's
oil and gas  production  being  shut in  temporarily  as a result  of  Hurricane
Isidore.  Oil and gas sales  decreased  by  $266,000  in the nine  months  ended
September  30, 2002 compared to a reduction of $1,256,000 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, 2002         ended September 30, 2001
                   Production       Average Price     Production   Average Price
                   ----------       -------------     ----------   -------------

Gas (Mcf).........   1,812,619   $        2.88        2,785,221    $        4.55
Oil (Bbls)........     346,808           22.75          436,088            26.07


     Lease operating  expense was $5,805,000 for the nine months ended September
30, 2002,  versus  $4,733,000  for the nine months ended  September 30, 2001, or
$1,072,000 higher due primarily to significantly increased costs associated with
salt water  disposal  in the  Burrwood  and West Delta 83  fields,  higher  well
insurance  costs and  transition  costs  associated  with the  Company  assuming
operations  of its oil and gas  properties  from a contract  operator on June 1,
2002, partially offset by the sale of a thirty percent (30%) working interest in
the Burrwood and West Delta fields on March 12, 2002.  Work was completed at the
end of the second quarter to alleviate  higher costs associated with compression
and salt-water  disposal.  Production  taxes amounted to $1,156,000 for the nine
months ended  September 30, 2002  compared to  $1,457,000 or $301,000  lower due
primarily  to  lower  oil  and  gas  sales  in the  current  period.  Depletion,
depreciation and amortization was $4,052,000 for the nine months ended September
30, 2002,  versus  $5,039,000  for the nine months ended  September 30, 2001, or
$987,000  lower due  primarily  to lower  production  volumes  in the first nine
months of 2002 versus 2001.

     Exploration  expense  for the nine  months  ended  September  30,  2002 was
$1,046,000 versus $3,254,000 for the same period of 2001 or $2,208,000 lower due
primarily to dry hole and seismic  costs of $0, and $120,000,  respectively,  in
the current period versus $1,567,000 and $532,000 for the same period in 2001.

                                       14

     Interest  expense was $750,000 in the nine months ended  September 30, 2002
compared to $919,000 in the nine months ended  September  30, 2001,  or $169,000
lower due to higher average debt  outstanding  and a higher  effective  interest
rate for the nine months ended September 30, 2001.

     General and  administrative  expenses  amounted to  $3,177,000  in the nine
months  ended  September  30, 2002 versus  $2,253,000  in the nine months  ended
September 30, 2001 or $924,000 higher due primarily to additional  salaries as a
result of taking over operations from the Company's  contract operator and legal
costs of approximately  $757,000  attributable to pending litigation against the
operator and joint owner of the Company's Lafitte field.

            Three months ended September 30, 2002 versus three months
                            ended September 30, 2001

     Total  revenues for the three months ended  September  30, 2002 amounted to
$4,258,000  and were  $3,490,000  lower than the $7,748,000 for the three months
ended September 30, 2001 due primarily to the sale of 30% of Burrwood/West Delta
83 field on March 12,  2002 and lower oil and gas sales.  Oil and gas sales were
$4,240,000  for the quarter ended  September 30, 2002 compared to $7,678,000 for
the quarter ended  September  30, 2001 or $3,438,000  lower due primarily to the
March 12,  2002 sale and also lower oil prices,  partially  offset by higher gas
prices.  Oil and gas sales were also negatively  impacted during the 2002 period
by  Hurricane  Isidore as a  majority  of the  Company's  wells were shut in for
approximately  nine days.  Oil and gas sales  decreased  by $80,000 in the three
months ended  September 30, 2002 compared to an increase of $198,000 in the same
period in 2001 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, 2002      ended September 30, 2001
                     Production     Average Price   Production     Average Price

Gas (Mcf)............   561,258            3.32     1,088,781     $       3.17
Oil (Bbls)...........   101,951           23.29       166,087            25.44

     Lease operating expense was $1,780,000 for the three months ended September
30, 2002,  versus  $1,656,000 for the three months ended  September 30, 2001, or
$124,000  higher due  primarily to higher well  insurance  costs and  continuing
transition costs associated with the Company assuming  operations of its oil and
gas properties from a contract operator on June 1, 2002, partially offset by the
sale of a thirty  percent (30%) working  interest in the Burrwood and West Delta
Fields on March 12, 2002.  Production  taxes were  $355,000 for the three months
ended  September  30,  2002  compared  to $442,000  for the three  months  ended
September  30, 2001 or $87,000 lower due primarily to lower oil and gas sales in
the current period. Depletion,  depreciation and amortization was $1,201,000 for
the three  months ended  September  30, 2002,  versus  $1,881,000  for the three
months  ended  September  30,  2001,  or $680,000  lower due  primarily to lower
production volumes in the third quarter 2002 versus 2001.

                                       15


     The Company incurred  $286,000 of exploration  expense in the third quarter
of 2002,  compared to $537,000 in the third quarter of 2001,  or $251,000  lower
primarily due to seismic costs of $6,000, prospect depletion of $126,000 and dry
hole  costs of $0 in the third  quarter of 2002  versus  $66,000,  $274,000  and
$24,000 respectively in 2001.

     Interest  expense was $218,000 in the three months ended September 30, 2002
compared  to  $322,000 in the third  quarter of 2001,  or $104,000  lower due to
higher average debt outstanding and a higher effective interest rate in the 2001
period.

     General and administrative expense amounted to $957,000 in the three months
ended  September  30,  2002  versus  $812,000  in the third  quarter  of 2001 or
$145,000 higher due primarily to additional  salaries as a result of taking over
operations from the Company's contract operator and legal costs of approximately
$94,000  attributable to pending litigation against the operator and joint owner
of the Company's Lafitte field.

Liquidity and Capital Resources
-------------------------------
     Net cash provided by operating  activities  was $699,000 in the nine months
ended  September 30, 2002 compared to net cash provided by operating  activities
of  $14,862,000  in the nine months  ended  September  30, 2001.  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 provided by investing  activities  totaled $7,589,000 for the nine
months  ended  September  30,  2002  compared  to net  cash  used  in  investing
activities  of  $25,703,000  in 2001.  The nine months ended  September 30, 2002
reflects capital expenditures  totaling $5,234,000 and proceeds from the sale of
oil and gas properties of $12,823,000.  The nine months ended September 30, 2001
consists of capital expenditures totaling $26,155,000 and proceeds from the sale
of oil and gas properties of $452,000.

     Net cash used in financing  activities  was  $8,232,000 for the nine months
ended  September  30,  2002  as  compared  to net  cash  provided  by  financing
activities of $7,437,000 in the prior year period.  The 2002 amount includes pay
downs by the Company  under its line of credit of  $13,000,000.  The 2002 amount
also  includes  proceeds  from bank  borrowings  of  $5,500,000  and  production
payments  of $279,000  as well as  preferred  stock  dividends  of $481,000  and
exercise of stock options of $28,000.  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 amount 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.

                             16


Sale of Oil and Gas Properties to Related Party
-----------------------------------------------
     On March 12, 2002,  the Company,  in an effort to monetize a portion of the
value  created in its Burrwood  and West Delta fields and enhance its  liquidity
position,  completed the sale of a thirty percent (30%) working  interest in the
existing  production  and shallow  rights,  and a fifteen  percent (15%) working
interest in the deep rights below 10,600 feet, in its Burrwood and West Delta 83
fields for $12 million to Malloy Energy  Company,  LLC led by Patrick E. Malloy,
III and  participated  in by Sheldon  Appel and Joe  Austin,  all members of the
Company's Board of Directors. The Company received net proceeds from the sale of
approximately $11.8 million after purchase price adjustments. The sale price was
determined  by  discounting  the present  value of the acquired  interest in the
fields'  proved,  probable and possible  reserves  using  prevailing oil and gas
prices.  The Company has retained a sixty-five percent (65%) working interest in
the  existing  production  and shallow  rights,  and a  thirty-two  and one-half
percent  (32.5%)working  interest  in the deep  rights  after  the  close of the
transaction.  In conjunction with the sale, Malloy Energy Company, LLC, provided
a $7.7  million  line of credit.  The $7.7  million  line of credit,  which will
reduce to $5.0  million  on January 1, 2003,  is  subordinate  to the  Company's
senior facility and can be used for  acquisitions,  drilling,  development,  and
general corporate purposes until December 31, 2004. Malloy Energy Company,  LLC,
retains  the  option,   during  the  two-year  period,  to  convert  the  amount
outstanding  under the credit line,  and/or provide cash on any unused credit up
to a maximum of $7.7 million in the first year,  reduced to $5.0  million  after
December 31, 2002, into working interests in any  acquisition(s) the Company may
make in Louisiana  prior to January 1, 2005.  The  conversion of the credit line
will be on a  pro-rata  basis with the  Company  and may not exceed a maximum of
$7.7 million  reduced to $5.0 million after December 31, 2002, or thirty percent
(30%) of any potential acquisition(s).

     The Company recorded a gain of approximately  $2.4  million  in  the  first
quarter as a result of the sale.   The Company   used  the   proceeds to  reduce
outstanding debt under its credit facility to $12.5 million.

      In addition, the Company sold other non-core oil and gas properties in the
nine months ended 2002  for  $978,000  and  recorded  a  gain  of  approximately
$447,000.

Credit Facility
---------------

     On November 9, 2001, the Company established a new credit facility with BNP
Paribas Bank, with an initial borrowing base of $25,000,000. The current
borrowing base, taking into effect the sale of a 30% interest in the Burrwood
and West Delta 83 fields, is $21,000,000 and will remain effective until the
next borrowing base redetermination initially scheduled to take place on or
before September 30, 2002. Due to recent drilling activities, BNP Paribas Bank
agreed to extend the borrowing base redetermination date and is currently
reviewing the borrowing base and will inform the Company of the new borrowing
base when they complete their review. 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 borrowings is
due and payable on the last day of its respective Interest Period. Interest on

                                       17


each Base-Rate borrowing is due and payable on the last day of each quarter. The
credit facility will mature on November 8, 2004. The credit facility requires
that the Company pay a quarterly commitment fee equal to 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. At September 30,
2002, the Company had approximately $4,000,000 available under its line of
credit.

Capital Expenditures
--------------------
     The Company had $5,200,000 in capital expenditures in the nine months ended
September 30, 2002. The Company's budget for 2002 capital expenditures was set
at the beginning of the year at $15,000,000. The 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 2002 from operating cash flow,
cash, bank borrowings and borrowings under its line of credit with Malloy Energy
Company, LLC, if necessary.


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

New Accounting Pronouncements
-----------------------------

     The Company  adopted  Statement of Financial  Accounting  Standards  (SFAS)
No. 141,  "Business  Combinations" ("SFAS No. 141") immediately upon release and
(SFAS) No.  142,  "Goodwill  and  Other  Intangible  Assets" ("SFAS No. 142") on
January  1, 2002.  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 does not
have any identified  intangible  assets nor any goodwill as of December 31, 2001
or September 30, 2002. The adoption of SFAS No. 141 and 142 had no  significant
impact on the Company's financial statements.

     In  addition,   Statement  of  Financial  Accounting  Standard  No.  143,
"Accounting  for Asset Retirement Obligations" ("SFAS No. 143") has been issued.
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  on January 1,
2003.  The Company has not yet  determined  what, if any, impact the adoption of
this statement may have on its financial statements.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets ("SFAS No. 144"). SFAS No. 144 addresses
financial accounting and reporting for the impairment or disposal of long-lived

                                       18


assets. This Statement requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If the carrying
amount of an asset exceeds its estimated future cash flows, an impairment charge
is recognized by the amount by which the carrying amount of the asset exceeds
the fair value of the asset. SFAS No. 144 requires companies to separately
report discontinued operations and extends that reporting to a component of an
entity that either has been disposed of (by sale, abandonment, or in a
distribution to owners) or is classified as held for sale. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS
No. 144 had no significant impact on the Company's financial statements.

     In April 2002, SFAS No. 145, Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections was issued
("SFAS No. 145"). SFAS No. 145 rescinds SFAS No. 4, which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. SFAS No. 145 amends
SFAS No. 13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-leaseback transactions. The various provisions of this
pronouncement have different effective dates. The Company does not expect the
adoption of SFAS No. 145 to have any significant impact on the Company's
financial statements.

     On July 30, 2002, SFAS No. 146, Accounting for Costs Associated with Exit
or Disposal Activities ("SFAS No. 146") was issued. SFAS No. 146 requires
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. 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, 2002, a hypothetical 2% change in the interest rates
of 200 Basis points would increase interest expense by approximately  $278,000
for the nine months ended September 30, 2002.

Hedging Activity
----------------
     The Company enters into futures derivative contracts with certain of its
production. The derivatives are indexed to NYMEX Henry Hub for natural gas, and
NYMEX at Cusing for oil.  The Company enters into hedging activities in order to
secure an acceptable future price relating to a portion of future production.

                                       19


The primary objective of the hedging activities is to protect against decreases
in price during the term of the hedge.

     At September 30, 2002, the Company's open forward position on its
outstanding crude oil hedging contracts was as follows:

(a) 300 barrels of oil per day "swap" at $26.42 for October through
        November 2002;
(b) 300 barrels of oil per day "swap" at $26.39 for October through
        November 2002;
(c) 300 barrels of oil per day "swap" at $28.75 for October 2002;
(d) 200 barrels of oil per day "swap" at $30.85 for November 2002;
(e) 300 barrels of oil per day "swap" at $28.80 for December 2002 through
        February 2003;
(f) 200 barrels of oil per day "swap" at $29.07 for December 2002 through
        February 2003;
(g) 100 barrels of oil per day "swap" at $28.95 for December 2002 through
        February 2003;
(h) 300 barrels of oil per day "swap" at $27.45 for March 2003 through May 2003;

     The fair value of the crude oil hedging contracts in place at September 30,
2002 resulted in a liability of $186,000. A 10% increase in the average NYMEX
price of crude oil would have increased this liability by $368,000 while a 10%
decrease would have reduced the liability by $367,000 and created an asset of
$181,000.

     As of September 30, 2002, the Company's open forward positions on its
outstanding natural gas hedging contracts were as follows:

(a) 2000 MMBtu per day with a no cost  collar of $2.50 to $3.18 per Mmbtu
        through  December 31, 2002;
(b) 1333 MMBtu per day with a no cost  collar of $2.75 to $3.09 per Mmbtu
        through  December 31, 2002;
(c) 1,200 MMBtu per day "swap" at $2.87 for October through November 2002;
(d) 1,500 MMBtu per day "swap" at $2.89 for October through November 2002;
(e) 3,000 MMBtu per day "swap" at $3.50 for December 2002 through February 2003;
         and
(f) 3,000 MMBtu per day with a no cost  collar of $3.50 to $5.19 per Mmbtu for
        January  2003 through December 2003.

     The fair value of the natural gas hedging contracts in place at September
30, 2002 resulted in a liability of $610,000. A 10% increase in the average
NYMEX price of natural gas would have increased this liability by $297,000 while
a 10% decrease would have reduced the liability by $294,000.

                                       20


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.

                             Controls and Procedures
                             -----------------------
      Company management, including the Principal Executive Officer and the
acting Principal Financial Officer, have evaluated the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
on that evaluation, these officers have concluded that the disclosure controls
and procedures are effective in ensuring that all material information required
to be filed in this quarterly report has been made known to them in a timely
fashion. There have been no significant changes in internal controls, or in
factors that could significantly affect internal controls, subsequent to the
date the evaluation was completed.


                                       21


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

On February 8, 2000, the Company commenced a suit against the operator and joint
owner of the Lafitte Field, alleging certain items of misconduct and violations
of the letter agreement associated with the joint acquisition. The suit is
ongoing and as the Company is the plaintiff in this action, this action is not
expected to have a significantly adverse impact on the operations or financial
position of the Company.

On November 1, 2002, the 125th District  Court of Harris County,  Texas,  set a
date in December 2002 for the jury trial on damages, and ruled as follows:

1. The Sale  and  Assignment  between  Goodrich  Petroleum  Company ("Goodrich")
         and the operator of the Lafitte field dated September 23, 1999 assigned
         to Goodrich the same rights to the 3-D seismic data that the operator
         had pursuant to the operator's data use license from Texaco Exploration
         and Production. (TEPI").
2. Also pursuant to the terms of that Sale and Assignment, Goodrich is
         required to post 49% of the bond liability to TEPI at such time that
         TEPI requests it. The Court has not determined whether TEPI has already
         issued the type of request that would require Goodrich to post the 49%
         of the bond liability to TEPI.

Item 2.  Changes in Securities.

          None

Item 3.  Defaults Upon Senior Securities.

          None.

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

         None.

Item 5.  Other Information.

         Not applicable.

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

         (a) Exhibits

         (b) Reports on Form 8-K

             None.


                                       22


                                   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)



      November 14, 2002              /s/  Walter G. Goodrich
-------------------------------      -------------------------------------------
                Date                 Walter G. Goodrich, President and
                                          Chief Executive Officer


      November 14, 2002              /s/  Robert C. Turnham
-------------------------------      -------------------------------------------
               Date                  Robert C. Turnham, Executive Vice-
                                           President and Chief Operating Officer



                                       23



                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert C. Turnham, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Goodrich
          Petroleum Corporation;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report.
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
        a)designed such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
        b)evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
        c)presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):
        a)all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
        b)any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  November 14, 2002

/s/ Robert C. Turnham
---------------------
Robert C. Turnham
Acting Principal Financial Officer

                                       24



                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Walter G. Goodrich, certify that:

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  Goodrich
          Petroleum Corporation;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report.
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
        a)designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
        b)evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
        c)presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):
        d)all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
        e)any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and
     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  November 14, 2002

/s/ Walter G. Goodrich
----------------------
Walter G. Goodrich
Principal Executive Officer

                                       25