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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended              March 31, 2003
                               ------------------------------------------------
                                       Or

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

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

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

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

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

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

     Indicate by checkmark  whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No

     At  May  8,  2003  there  were  18,039,482  shares  of  Goodrich  Petroleum
Corporation common stock outstanding.

                                       1

                         GOODRICH PETROLEUM CORPORATION
                               INDEX TO FORM 10-Q
                                 March 31, 2003

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

Item 1.  Financial Statements.

Consolidated Balance Sheets
   March 31, 2003 (Unaudited) and December 31, 2002..............     3-4

Consolidated Statements of Operations (Unaudited)
   Three Months Ended March 31, 2003 and 2002....................       5

Consolidated Statements of Cash Flows (Unaudited)
   Three Months Ended March 31, 2003 and 2002....................       6

Consolidated Statements of Stockholders' Equity
   and Comprehensive Income (Unaudited)
   Three Months Ended March 31, 2003 and 2002....................       7

Notes to Consolidated Financial Statements.......................    8-14

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.                       15-18

Item 3.  Quantitative and Qualitative Disclosures About
         Market Risk                                                   19

Item 4.  Controls and Procedures                                       21

                               PART II - OTHER INFORMATION             22

Item 1.  Legal Proceedings.

Item 2.  Changes in Securities.

Item 3.  Defaults Upon Senior Securities.

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

Item 5.  Other Information.

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

                                       2

                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets




                                                        March 31,   December 31,
                                                          2003          2002
                                                        --------      --------
                                                      (Unaudited)
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents...........................$ 1,270,119     3,351,380
  Accounts receivable
   Trade and other, net of allowance..................  2,339,275     3,111,240
   Accrued oil and gas revenue........................  3,444,716     3,141,968
   Prepaid insurance and other.........................   610,876       884,318
                                                       -----------  ------------
     Total current assets.............................  7,664,986    10,488,906
                                                       -----------  ------------

PROPERTY AND EQUIPMENT
  Oil and gas properties (successful efforts method).. 110,066,646  105,971,168
  Furniture, fixtures and equipment...................     618,693      567,908
                                                       -----------  ------------
                                                       110,685,339  106,539,076

    Less accumulated depletion, depreciation
        and amortization.............................. (39,744,334) (38,978,816)
                                                       -----------  -----------
      Net property and equipment......................  70,941,005   67,560,260
                                                       -----------  -----------


     OTHER ASSETS
        Restricted cash...............................   2,039,000    2,039,000
        Deferred taxes................................     151,917      450,238
        Other.........................................     143,998      227,570
                                                       -----------  -----------
             Total other assets.......................   2,334,915    2,716,808
                                                       -----------  -----------

                  TOTAL ASSETS........................$ 80,940,906   80,765,974
                                                       ===========  ===========
                 See notes to consolidated financial statements.

                                       3


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets (Continued)

                                                         March 31,  December 31,
                                                           2003        2002
                                                         --------    --------
                                                       (Unaudited)
                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable.......................................$ 3,648,873   6,927,158
 Accrued liabilities....................................  1,602,136   1,564,583
 Fair value of oil and gas derivatives..................    560,774   1,108,428
   Fair value of interest rate derivatives..............    168,038         ---
 Current portion other non-current liabilities..........    125,000     125,000
                                                          ---------- -----------
      Total current liabilities.........................  6,104,821   9,725,169
                                                          ---------- -----------

LONG TERM DEBT.......................................... 20,000,000  18,500,000

OTHER NON-CURRENT LIABILITIES
 Production payment payable.............................    897,953     978,321
 Accrued abandonment costs..............................  6,257,065   4,756,368
                                                        -----------  ----------
      Total liabilities................................. 33,259,839  33,959,858
                                                        -----------  ----------

STOCKHOLDERS' EQUITY
 Preferred stock; authorized 10,000,000 shares:
  Series A convertible preferred stock, par value
   $1.00 per share; issued and outstanding 791,968
   and 791,968 shares (liquidating preference $10
   per share, aggregating to $7,919,680)................    791,968     791,968
 Common stock, par value $0.20 per share; authorized
  50,000,000 shares; issued and outstanding 18,039,482
  and 17,914,325 shares.................................  3,607,896   3,582,864
 Additional paid-in capital............................. 53,194,712  52,333,738
 Unamortized restricted stock awards....................   (456,166)        ---
 Accumulated deficit.................................... (9,024,988) (9,223,359)
 Accumulated other comprehensive income.................   (432,355)   (679,095)
                                                        -----------  ----------
      Total stockholders' equity........................ 47,681,067  46,806,116
                                                        -----------  ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.........$80,940,906  80,765,974
                                                        ===========  ==========

                 See notes to consolidated financial statements.

                                       4

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

                                                           Three Months Ended
                                                                March 31,
                                                           2003         2002
                                                         --------     --------
REVENUES
   Oil and gas sales.................................. $ 6,747,283    4,692,818
   Other  ............................................     331,197        6,864
                                                        ----------  -----------
        Total revenues................................   7,078,480    4,699,682
                                                        ----------  -----------
EXPENSES
   Lease operating expense............................   1,757,185    1,987,048
   Production taxes...................................     530,904      399,589
   Depletion, depreciation and amortization...........   1,577,239    1,603,301
   Exploration........................................     553,472      445,758
   General and administrative.........................   1,538,444      842,743
   Interest expense...................................     235,497      316,417
                                                        ----------  -----------
        Total costs and expenses......................   6,192,741    5,594,856
                                                        ----------  -----------
GAIN (LOSS) ON SALE OF ASSETS.........................    (21,082)    2,836,501
                                                        ----------  -----------
INCOME BEFORE INCOME TAXES............................     864,657    1,941,327
   Income taxes.......................................     302,627      679,464
                                                        ----------  -----------
   INCOME BEFORE CUMULATIVE EFFECT....................     562,030    1,261,863
   CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
        PRINCIPLE NET OF TAX..........................   (205,293)          ---
                                                         ---------  -----------
 NET INCOME...........................................     356,737    1,261,863
   Preferred stock dividends..........................     158,366      154,798
                                                        ----------  -----------
NET INCOME APPLICABLE TO COMMON STOCK................. $   198,371    1,107,065
                                                        ==========  ===========
INCOME PER COMMON SHARE - BASIC
     INCOME BEFORE CUMULATIVE EFFECT.................. $       .03          .07
     CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
          PRINCIPLE...................................       (.01)          ---
                                                       -----------  -----------
     NET INCOME....................................... $       .02          .07
                                                        ==========  ===========
     NET INCOME APPLICABLE TO COMMON STOCK............ $       .01          .06
                                                        ==========  ===========
INCOME PER COMMON SHARE - DILUTED
     INCOME BEFORE CUMULATIVE EFFECT.................. $       .03          .06
     CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
          PRINCIPLE...................................       (.01)          ---
                                                       -----------  -----------
     NET INCOME....................................... $       .02          .06
                                                        ==========  ===========
     NET INCOME APPLICABLE TO COMMON STOCK............ $       .01          .05
                                                        ==========  ===========
AVERAGE COMMON SHARES OUTSTANDING (BASIC).............  17,971,341   17,896,356
AVERAGE COMMON SHARES OUTSTANDING (DILUTED)...........  20,112,090   20,282,305

            See notes to consolidated financial statements.

                                       5

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

                                                           Three Months Ended
                                                                March 31,
                                                           2003         2002
                                                         --------     --------
OPERATING ACTIVITIES
 Net income...........................................$   356,737    1,261,863
 Adjustments to reconcile net income to cash
   provided by operating activities:
    Depletion, depreciation and amortization..........  1,577,239    1,603,301
    Deferred income taxes.............................    192,085      679,464
    Amortization of leasehold costs...................    178,210      128,693
    Non-cash charge for stock issued for
        cancelled options.............................    403,006          ---
    Cumulative effect of change in accounting
        principle.....................................    315,835          ---
    Amortization of production payment discount.......     19,013       24,839
    Amortization of deferred debt financing...........     36,045       36,045
    (Gain) loss on sale of assets.....................     21,082   (2,836,501)

 Net change in:
    Accounts receivable...............................    469,217    1,530,714
    Prepaid insurance and other.......................    300,269      (30,961)
    Accounts payable.................................. (3,278,285)    (369,292)
    Accrued liabilities...............................     37,553     (458,642)
                                                       ----------   ----------
     Net cash provided by operating activities........    628,006    1,569,523
                                                       ----------   ----------
INVESTING ACTIVITIES
 Proceeds from sale of assets.........................    266,996   12,815,285
 Capital expenditures................................. (4,218,516)  (1,747,830)
                                                       -----------  -----------
     Net cash provided by (used in) investing
        activities.................................... (3,951,520)  11,067,455
                                                       -----------  ------------
FINANCING ACTIVITIES
 Principal payments of bank borrowings................        ---  (13,000,000)
 Proceeds from bank borrowings........................  1,500,000    1,000,000
 Production payments..................................    (99,381)     (88,046)
 Preferred stock dividends............................   (158,366)    (154,798)
                                                       -----------  ------------
     Net cash provided by (used in) financing
        activities....................................  1,242,253  (12,242,844)
                                                       -----------  ------------

NET INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS.............................. (2,081,261)     394,134

CASH AND CASH EQUIVALENTS AT BEGINNING
        OF PERIOD.....................................  3,351,380      248,701
                                                       -----------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............$ 1,270,119      642,835
                                                       ==========   ============

                 See notes to consolidated financial statements.

                                       6



                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                  Nine Months Ended March 31, 2003 and 2002
                                   (Unaudited)
 
                                                                                       Additional
                                        Series A                                        Paid-In
                                     Preferred Stock           Common Stock             Capital
                                     ---------------           ------------           -----------
                                                            
Balance at December 31, 2001....   791,968 $    791,968   17,896,356 $  3,579,271     $ 52,279,331
  Net Income....................       ---          ---          ---          ---              ---
  Other Comprehensive Income(Loss);
    Net of Tax
   Net Derivative Loss..........       ---          ---          ---          ---              ---
   Reclassification Adjustment..       ---          ---          ---          ---              ---
  Total Comprehensive Income....       ---          ---          ---          ---              ---
  Preferred Stock Dividends.....       ---          ---          ---          ---              ---
                                   -------    ---------   ----------    ---------      -----------
Balance at March 31, 2002.......   791,968 $    791,968   17,896,356 $  3,579,271     $ 52,279,331
                                   =======    =========   ==========    =========      ===========
Balance at December 31, 2002....   791,968      791,968   17,914,325    3,582,864     $ 52,333,738
  Net Income....................       ---          ---          ---          ---              ---
  Other Comprehensive Income(Loss);
    Net of Tax
   Net Derivative Loss..........       ---          ---          ---          ---              ---
   Reclassification Adjustment..       ---          ---          ---          ---
  Total Comprehensive Income....       ---          ---          ---          ---              ---
  Issuance of Restricted Stock and
        Amortization...........       ---          ---          ---          ---          483,000
  Issuance of Common Stock.....       ---          ---      125,157       25,032          377,974
  Preferred Stock Dividends.....       ---          ---          ---          ---              ---
                                   -------    ---------   ----------    ---------      -----------
Balance at March 31, 2003 ......   791,968 $    791,968   18,039,482 $  3,607,896     $ 53,194,712
                                   =======    =========   ==========    =========      ===========



                                                                      Accumulated
                                                    Unamortized         Other           Total
                                   Accumulated       Restricted      Comprehensive    Stockholders'
                                     Deficit        Stock Awards         Income          Equity
                                     -------        ------------    --------------       ------

                                                                       
Balance at December 31, 2001....    $(8,738,473)           ---    $      8,450     $ 47,920,547
  Net Income....................      1,261,863            ---             ---        1,261,863
  Other Comprehensive Income(Loss);
    Net of Tax
   Net Derivative Loss..........          ---              ---        (475,626)        (475,626)
   Reclassification Adjustment..          ---              ---          (3,975)          (3,975)
                                                                                     ----------
  Total Comprehensive Income....          ---              ---             ---          782,262
  Preferred Stock Dividends.....     (154,798)             ---             ---         (154,798)
                                    ---------       ----------       ---------      -----------
Balance at March 31, 2002.......  $(7,631,408)             ---    $   (471,151)    $ 48,548,011
                                    =========       ==========       =========      ===========
Balance at December 31, 2002....  $(9,223,359)             ---        (679,095)    $ 46,806,116
  Net Income....................      356,737              ---             ---          356,737
  Other Comprehensive Income(Loss);
    Net of Tax
   Net Derivative Loss..........          ---              ---        (831,275)        (831,275)
   Reclassification Adjustment..          ---              ---       1,078,015        1,078,015
                                                                                     ----------
  Total Comprehensive Income....          ---              ---             ---          603,477
  Issuance of Restricted Stock and
        Amortization...........          ---              ---             ---           26,834
  Issuance of Common Stock.....          ---         (456,166)            ---          403,006
  Preferred Stock Dividends.....     (158,366)             ---             ---         (158,366)
                                    ---------       ----------       ---------      -----------
Balance at March 31, 2003 ......  $(9,024,988)        (456,166)   $   (432,355)    $ 47,681,067
                                    =========       ==========       =========      ===========

                 See notes to consolidated financial statements.

                                       7


                 GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             March 31, 2003 and 2002
                                   (Unaudited)


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

The  consolidated   financial  statements  of  Goodrich  Petroleum   Corporation
("Goodrich"  or "the  Company")  included in this Form 10-Q have been  prepared,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange Commission and,  accordingly,  certain information normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States has been  condensed or omitted.  The  consolidated
financial  statements  reflect all normal  recurring  adjustments  that,  in the
opinion of management, are necessary for a fair presentation.

The accompanying consolidated financial statements of the Company should be read
in conjunction with the consolidated  financial statements and notes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

The results of operations  for the  three-month  period ended March 31, 2003 are
not necessarily indicative of the results to be expected for the full year.

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

Effective  January 1, 2003,  the Company  adopted SFAS No. 143,  Accounting  for
Asset  Retirement  Obligations.  SFAS No. 143  requires  the Company to record a
liability equal to the fair value of the estimated cost to retire an asset.  The
asset  retirement  liability  must be  recorded  in the  periods  in  which  the
obligation  meets the  definition  of a liability,  which is generally  when the
asset is placed in service.  Prior to the  adoption of SFAS No. 143, the Company
recorded  liabilities  for the abandonment of oil and gas properties only in its
two largest fields, with such liabilities amounting to $4,881,000 as of December
31, 2002.  In  accordance  with the  transition  provisions of SFAS No. 143, the
Company recorded an adjustment to recognize additional estimated liabilities for
the abandonment of oil and gas properties,  as of January 1, 2003, in the amount
of  $1,408,000,  and  additional  oil and  gas  properties,  net of  accumulated
depletion,  depreciation  and  amortization,  in the  amount of  $1,092,000.  To
recognize  the  cumulative  effect of this change in accounting  principle,  the
Company  recorded  a charge to  earnings  as of January 1, 2003 in the amount of
$205,000,  reflecting  the $316,000  difference  between the  adjustments to the
liability and asset accounts, net of the related income tax effect. In the three
months  ended March 31,  2003,  the Company  recorded  an  additional  charge to
earnings  for the  accretion  of the  abandonment  liability  in the  amount  of
$93,000. Any subsequent  difference between costs incurred upon settlement of an
asset retirement  obligation and the recorded  liability will be recognized as a
gain or loss in the Company's earnings.

                                       8


The pro forma accrued abandonment costs as of January 1, 2002 and March 31, 2002
were  $5,933,000  and  $6,022,000,  respectively.  Pro forma net  income for the
period  ended  March  31,  2002,   assuming   SFAS  No.  143  had  been  applied
retroactively, was as follows:

                                                          2002
                                                          ----
   Net income
                     As reported..................... $ 1,261,863
                     Pro forma.......................   1,168,415

   Net income applicable to common stock
                     As reported..................... $ 1,107,065
                     Pro forma.......................   1,013,617

   Net income per share
                     As reported, basic.............. $     .06
                     Pro forma, basic................       .06
                     As reported, diluted............       .05
                     Pro forma, diluted..............       .05

Effective   January  1,  2002,   the  Company   adopted  three  new   accounting
pronouncements  which  had no  significant  impact  on the  Company's  financial
statements: (a) SFAS No. 141, Business Combinations;  (b) SFAS No. 142, Goodwill
and Other Intangible Assets; and (c) SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets.


NOTE C - Sale of Oil and Gas Properties to Related Party
--------------------------------------------------------

On March 12, 2002,  the Company  monetized a portion of the value created in its
Burrwood  and West  Delta  fields by  selling  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 fields for $12 million to Malloy Energy  Company,  LLC led by Patrick
E.  Malloy,  III and  participated  in by  Sheldon  Appel,  both  members of the
Company's Board of Directors,  as well as Josiah Austin, who subsequently became
a member of the Company's  Board of Directors (Mr. Malloy is now Chairman of the
Company's Board of Directors).  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 retained an
approximate 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, the investor  group  provided a $7.7 million line of credit.  The
$7.7 million line of credit,  which  reduced to $5.0 million on January 1, 2003,
is  subordinate  to the  Company's  senior  credit  facility and can be used for
acquisitions,   drilling,  development  and  general  corporate  purposes  until
December 31, 2004.  The investor  group retains the option to convert the amount
outstanding under the credit line, and/or provide cash on any unused credit to a

                                       9


maximum of $5.0 million through December 31, 2004, into working interests in any
acquisition(s)  the Company may make in Louisiana  prior to January 1, 2005. The
conversion of the credit facility will be on a pro-rata basis with the Company's
interest and may not exceed a maximum of $5.0 million through December 31, 2004,
or thirty percent (30%) of any potential acquisition(s).

The Company recorded a non-recurring  gain of approximately  $2.4 million in the
first quarter of 2002 as a result of the sale.  The proceeds were used to reduce
outstanding debt under its senior credit facility.


NOTE D - Senior Credit Facility
-------------------------------

On November 9, 2001,  the Company  established a three-year  $50,000,000  senior
credit facility with BNP Paribas, with an initial borrowing base of $25,000,000,
subject to periodic redetermination.  As of March 31, 2003, the latest borrowing
base  determination  that had been made by BNP Paribas was completed in November
2002 in the amount of $23,000,000.  A subsequent  redetermination  was scheduled
for March 31, 2003, however, that redetermination has not been completed pending
evaluation  by BNP Paribas of  production  information  on three new oil and gas
wells  completed  by the Company in the first  quarter of 2003.  As of March 31,
2003, borrowings outstanding under the credit facility were $20,000,000.

Interest  on  borrowings  under  the  senior  credit  facility  accrue at a rate
calculated,  at the option of the  Company,  as either the BNP Paribas 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.  Accrued  interest  on each  base-rate
borrowing  is due and  payable  on the  last  day of each  quarter.  The  credit
facility  requires  that the  Company  pay a 0.375%  per annum  commitment  fee,
payable  in  quarterly  installments  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. The Company is in
substantial  compliance  with  all  such  requirements.  Substantially  all  the
Company's assets are pledged to secure the senior credit facility.

As indicated in Note E, the Company  entered into three  separate  interest rate
swaps with BNP Paribas in February 2003  covering a three year period,  with the
first  interest  rate swap having an effective  date of February 26, 2003.  As a
result of this arrangement, the Company's net interest expense on its borrowings
under the senior  credit  facility,  was reduced to 3.46%,  in the three  months
ended March 31, 2003.
                                       10


NOTE E - Hedging Activities
---------------------------

As of March 31, 2003,  the Company's  open forward  position on its  outstanding
natural  gas and  crude  oil  hedging  contracts  and its  interest  rates  swap
contracts, all of which were with BNP Paribas, were as follows:

                                   Natural Gas
                                   -----------

3000 MMBtu per day with a no cost collar of $3.50 and $5.19 per Mmbtu for
        January through December 2003; and
3000 MMBtu per day "swap" at $4.06 for January 2003 through December 2003.

                                    Crude Oil
                                    ---------

300 barrels of oil per day "swap" at $27.45 for April 2003 through May 2003; and
200 barrels of oil per day "swap" at $29.08 for April 2003 through May 2003; and
300 barrels of oil per day "swap" at $32.58 for April 2003 through May 2003; and
300 barrels of oil per day "swap" at $28.47 for June 2003 through December 2003;
        and
200 barrels of oil per day "swap" at $29.32 for June 2003 through December 2003;
        and
200 barrels of oil per day "swap" at $29.97 for June 2003 through December 2003

The fair value of the natural gas and oil  hedging  contracts  in place at March
31, 2003,  resulted in a liability of $560,774.  As of March 31, 2003,  $323,120
(net of $173,987 in income taxes) of deferred  losses on derivative  instruments
accumulated in other  comprehensive  income are expected to be reclassified into
earnings  during the next twelve  months.  In the three  months  ended March 31,
2003,  $831,275  in  realized  loss  (net  of  $447,610  in  income  taxes)  was
reclassified from accumulated other comprehensive income to oil and gas sales as
the cash flow of the hedged  items was  recognized.  For the three  months ended
March 31, 2003, the Company's earnings were not materially affected by cash flow
hedging ineffectiveness arising from the oil and gas hedging contracts.

                               Interest Rate Swaps
                               -------------------

The Company has a variable-rate  debt obligation that exposes the Company to the
effects of changes in  interest  rates.  To  partially  reduce its  exposure  to
interest rate risk, the Company entered into three separate  interest rate swaps
with BNP  Paribas  in  February  2003  covering a three  year  period  which are
designated  as cash flow  hedges.  The first  interest  rate swap,  which has an
effective  date of February 26, 2003 and a maturity date of February 26, 2004 is
for $18,000,000  with a LIBOR swap rate of 1.53%. The second interest rate swap,
which has an effective date of February 26, 2004 and a maturity date of November
8, 2004, is for $18,000,000  with a LIBOR swap rate of 2.25%. The third interest
rate swap,  which has an effective  date of November 8, 2004 and a maturity date
of February 26, 2006, is for  $18,000,000  with a LIBOR swap rate of 3.46%.  The
fair value of the  effective  portions  of the  interest  rate swaps and changes
thereto  is  deferred  in  other   comprehensive   income  and  is  subsequently
reclassified  into interest  expense in the periods in which the hedged interest
payments on the variable-rate  debt affect earnings.  For the period ended March
31, 2003, the income effect from cash flow hedging  ineffectiveness  of interest
rates was  immaterial.  The fair value of the interest  rate swaps are estimated
using LIBOR forward curve rates  obtained from BNP Paribas.  The estimated  fair
value approximates the values based on quotes from BNP Paribas and resulted in a
liability  at March  31,  2003 of  $168,000.  Of this  amount,  $57,000  will be
reclassified to earnings within the next twelve months.

                                       11


NOTE F - 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 months ended March 31, 2003 and 2002.  The
following table  reconciles the  weighted-average  shares  outstanding  used for
these computations.
                                                   Three months
                                                  ended March 31,
                                         2003                       2002
                                         ----                       ----

   Basic Method......................  17,971,341                17,896,356
   Dilutive Stock Warrants...........   2,088,637                 2,307,621
   Dilutive Stock Options............      52,112                    78,328
                                       ----------                ----------
   Diluted Method....................  20,112,090                20,282,305
                                       ==========                ==========

The  computation of earnings per share for the three months ended March 31, 2003
and 2002 considered  exercisable  stock warrants and stock options to the extent
that the exercise of such securities  would have been dilutive.  The computation
of earnings per share for the three months ended March 31, 2003 and 2002 did not
consider  preferred  stock  which is  convertible  into  shares of common  stock
because the effect of such conversion would have been antidilutive.

In February  2003,  the Company issued 125,157 shares of its common stock to the
holders of 1,016,500  outstanding stock options in exchange for the cancellation
of such options (at the time of cancellation, the options were antidilutive). At
the same time,  the Company  agreed to issue  150,000  restricted  shares of its
common  stock,  with a three year vesting  period,  to its  employees  under the
Company's  existing  incentive stock option and restricted stock awards plan. In
the first quarter of 2003, the Company recorded a non-cash charge to earnings of
approximately  $403,000  related to the  issuance of shares in lieu of cancelled
options and a charge to a contra equity  account for the value of the restricted
stock awards in the amount of approximately  $483,000. The contra equity account
is being  amortized  to  earnings  over the  three  year  vesting  period of the
restricted  stock  awards and  resulted in a non-cash  charge to earnings in the
first quarter of 2003 of approximately  $27,000. The Company will be required to
record  recurring  non-cash  charges to  earnings of  approximately  $40,000 per
quarter,  through the first quarter of 2006,  related to the periodic vesting of
the restricted stock.

The Company applies APB Opinion No. 25 in accounting for its stock  compensation
plans and,  accordingly,  no compensation cost has been recognized for its stock
options in the financial  statements.  Had the Company  determined  compensation
cost based on the fair value at the grant date for its stock  options under SFAS
No.  123,  net income for the three  months  ended March 31, 2003 and 2002 would
have reduced to the pro forma amounts indicated below.

                                       12

                                                 2003             2002
                                                 ----             ----
Net income before cumulative effect
   As reported............................. $    562,030        1,261,863
   Pro forma...............................      499,035        1,026,411

Net income applicable to common stock
   As reported............................. $    198,371        1,107,065
   Pro forma...............................      135,376          871,613


Net income per share
   As reported, basic......................    $     .02              .06
   Pro forma, basic........................          .01              .05
   As reported, diluted....................          .02              .05
   Pro forma, diluted......................          .01              .04

NOTE G - 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 estimates that the remaining cost of long-term  clean-up of the site
will  be  approximately   $3.5  million,   with  the  Company's   percentage  of
responsibility  estimated to be  approximately  3.05%. As of March 31, 2003, the
Company had paid $321,000 in costs  related to this matter and accrued  $122,500
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.

In connection  with the  acquisition of its Burrwood and West Delta fields,  the
Company secured a performance  bond and established an escrow account to be used
for the payment of obligations  associated  with the plugging and abandonment of
the wells, salvage and removal of platforms and related equipment,  and the site
restoration of the fields.  Required  escrowed  outlays included an initial cash
payment of $750,000 and monthly cash payments of $70,000  beginning June 1, 2000
and  continuing  until June 1, 2005.  The escrow  agreement  was  amended in the
fourth  quarter  of 2001 to suspend  monthly  cash  payments  and cap the escrow
account at its current balance of $2,039,000.

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  agreements  associated  primarily  with  the  joint  acquisition  of and
unfettered  access to a license to 3-D seismic data over the field. The operator
has counter-claimed  against Goodrich on the grounds that Goodrich was obligated
to post a bond to secure the plugging and abandonment  obligations in the field.

                                       13


On November 1, 2002 the 125th Judicial  District Court of Harris County,  Texas,
ruled in favor of the Company  stating (1) The Sale and  Assignment  between the
Company and the  operator  assigned the same rights to the 3-D seismic data that
the operator  had pursuant to the  operator's  data use license  agreement  from
Texaco  Exploration and Production,  Inc.("TEPI");  and (2) Also pursuant to the
terms of the 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 request that would  require the
Company to post 49% of the bond  liability to TEPI.  However,  in a statement to
the Court, TEPI stated that whatever may be the obligation  between the operator
and Goodrich  regarding the requirement,  if any, for Goodrich to post a bond in
favor of the operator covering  Goodrich's P&A obligations,  TEPI does not claim
that  it is  entitled  to  any  bond  unless  and  until  the  operator's  total
shareholder  value (as defined in the  Purchase and Sale  Agreement  between the
operator and TEPI) falls below $80 million.  The damages  portion of the suit is
ongoing and it is too early to predict a likely outcome, however, this action is
not  expected  to have a  significantly  adverse  impact  on the  operations  or
financial position of the Company.

The  Company is party to  additional  lawsuits  arising in the normal  course of
business.  The Company intends to defend these actions  vigorously and believes,
based on currently available information, that adverse results or judgments from
such actions,  if any, will not be material to its financial position or results
of operations.

NOTE H - Subsequent Event
-------------------------

The Company owns a 33% non-operating interest in Block EP-397 offshore Australia
on which  drilling of an  exploratory  well was  commenced on March 31, 2003. In
April 2003,  the operator of the block  reported that the well was  unsuccessful
and had been abandoned.  The Company's share of the estimated well costs,  which
was paid into an escrow  account in 2002,  was  $650,000.  Of this  amount,  the
Company's  share of estimated  well costs that were  incurred on or before March
31, 2003 was approximately $100,000.  Accordingly, the Company recorded a charge
to  exploration  expense in the first  quarter of 2003 in the amount of $100,000
and will expense its remaining  share of the estimated  well costs in the second
quarter of 2003.


                                       14

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

The following  discussion is intended to assist in  understanding  the Company's
financial position, results of operations and cash flows for each of the periods
presented.  The Company's Annual Report on Form 10-K for the year ended December
31, 2002 includes a description of the Company's  critical  accounting  policies
and certain other detailed information that should be referred to in conjunction
with the following discussion.

Changes in Results of Operations
--------------------------------
           Three months ended March 31, 2003 versus three months ended
                                 March 31,2002

Total  revenues for the three months ended March 31, 2003 amounted to $7,078,000
compared to  $4,700,000  for the three months ended March 31, 2002.  Oil and gas
sales for the three  months  ended  March 31, 2003 were  $6,747,000  compared to
$4,693,000  for the  three  months  ended  March 31,  2002.  This  increase  was
primarily  due to increases in prices of both oil and gas as well as an increase
in gas  production  volumes,  partially  offset by a decrease in oil  production
volumes.  The  following  table  presents  the  production  volumes  and pricing
information  for the  comparative  periods,  with the average oil and gas prices
reflecting  the results of the Company's  commodity  hedging  program as further
described under  "Quantitative  and Qualitative  Disclosures About Market Risk -
Commodity Hedging Activity."

                            Three months               Three months
                        ended March 31, 2003          ended March 31, 2002
                   Production     Average Price  Production        Average Price

  Gas (Mcf)........  744,410    $      4.21       732,182     $          2.69
  Oil (Bbls).......  121,608          29.70       133,580               20.38

Other revenues for the three months ended March 31, 2003 were $331,000  compared
to $7,000 for the three months  ended March 31,  2002,  with the increase due to
prospect  fees  received by the Company on the sale of interests in its Spyglass
II and Tunney drilling prospects.

Lease operating expense was $1,757,000 for the three months ended March 31, 2003
versus  $1,987,000 for the three months ended March 31, 2002,  with the decrease
largely due to the March 2002 sale of an interest in the Company's  Burrwood and
West Delta fields (see below "Sale of Oil and Gas Properties to Related  Party")
as well as the  Company's  ongoing  efforts  to  reduce  costs  on its  operated
properties  since replacing a contract  operator in June 2002.  Production taxes
were  $531,000 in the three months ended March 31, 2003  compared to $400,000 in
the first  quarter of 2002,  due to higher oil and gas sales in the 2003 period.
Depletion,  depreciation and  amortization  expense was $1,577,000 for the three
months ended March 31, 2003 versus  $1,603,000  for the three months ended March
31, 2002,  with the net decrease due to lower  equivalent  units of  production,
partially  offset by higher depletion  rates.  Exploration  expense in the first

                                       15


quarter of 2003 was $553,000  versus  $446,000 in the first quarter of 2002, due
primarily  to the Company  recognizing  dry hole cost of $100,000  related to an
exploration  well in Australia  which  commenced  drilling in March 2003 and was
abandoned in April 2003.

General and  administrative  expenses amounted to $1,538,000 in the three months
ended  March 31, 2003 versus  $843,000  in the first  quarter of 2002.  The most
significant  factor in this  variance  was a  non-cash  charge of  approximately
$403,000 related to the February 2003 issuance of 125,157 shares of common stock
in  lieu  of  1,016,500  cancelled  stock  options  and  a  non-cash  charge  of
approximately  $27,000  related to the  initial  vesting  of  150,000  shares of
restricted common stock,  with a three year vesting period,  that were issued in
February  2003.  Additionally,  higher  insurance  and legal  costs in the first
quarter  of 2003  contributed  to the  increase  in general  and  administrative
expenses.  In the three months ended March 31, 2003,  the Company  accrued legal
expenses associated with litigation against the operator of the Lafitte field in
the amount of $70,000  per month  whereas in the three  months  ended  March 31,
2002, such accruals amounted to $35,000 per month.

Interest  expense was $235,000 in the three months ended March 31, 2003 compared
to  $316,000  in  the  first  quarter  of  2002,  with  the  decrease  primarily
attributable to a lower effective interest rate in the first quarter of 2003.

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

Net cash provided by operating activities was $628,000 in the three months ended
March 31, 2003  compared to $1,570,000 in the three months ended March 31, 2002.
While  cash  flow  from   operations,   before   changes  in  working   capital,
substantially  increased  in the first  quarter of 2003,  net changes in current
assets and  current  liabilities  resulted in a  $2,473,000  decrease in working
capital in the three months ended March 31, 2003 compared to a $672,000 increase
in working capital in the three months ended March 31, 2002.

Net cash used in investing  activities  was $3,952,000 in the three months ended
March  31,  2003  compared  to net cash  provided  by  investing  activities  of
$11,067,000  in the three months ended March 31, 2002.  In the first  quarter of
2003, capital expenditures totaled $4,219,000 as the Company participated in the
drilling  of  four  new  wells  in  its  Lafitte  field  (three  of  which  were
successfully  completed).  In the same  period,  the  Company  sold  its  entire
interest in the South Drew field and the proceeds  from the sale were  $267,000.
In the first quarter of 2002, total capital expenditures were $1,748,000,  which
were more than offset by proceeds from property sales of $12,815,000,  primarily
due to the sale of an interest in the  Company's  Burrwood and West Delta fields
as  further  described  below (see  "Sale of Oil and Gas  Properties  to Related
Party").

Net cash  provided by financing  activities  was  $1,242,000 in the three months
ended  March 31,  2003  compared  to net cash used in  financing  activities  of
$12,243,000  in the three months ended March 31, 2002.  In the first  quarter of
2003, net borrowings under the Company's senior credit facility provided cash of

                                       16


$1,500,000 to fund capital  expenditures,  while  preferred  stock dividends and
production payments required cash of $258,000. In the first quarter of 2002, net
repayments   under  the  Company's   senior  credit  facility  reduced  cash  by
$12,000,000,  while preferred stock dividends and production  payments  required
additional  cash of $243,000.  The cash resources for the net debt repayments in
the  first  quarter  of 2002 were  provided  by the sale of an  interest  in the
Company's  Burrwood and West Delta fields as further  described below (see "Sale
of Oil and Gas Properties to Related Party").

For the full year 2003,  the Company  anticipates  making  capital  expenditures
totaling  approximately $20 million, which will be primarily directed toward the
drilling  of up to fifteen  gross  wells.  The  Company  expects to finance  its
capital  expenditures  out of operating cash flow and available bank credit,  as
further described below (see "Senior Credit Facility").

Sale of Oil and Gas Properties to Related Party
-----------------------------------------------

On March 12, 2002,  the Company  monetized a portion of the value created in its
Burrwood  and West  Delta  fields by  selling  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 fields for $12 million to Malloy Energy  Company,  LLC led by Patrick
E.  Malloy,  III and  participated  in by  Sheldon  Appel,  both  members of the
Company's Board of Directors,  as well as Josiah Austin, who subsequently became
a member of the Company's  Board of Directors (Mr. Malloy is now Chairman of the
Company's Board of Directors).  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 retained an
approximate 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, the investor  group  provided a $7.7 million line of credit.  The
$7.7 million line of credit,  which  reduced to $5.0 million on January 1, 2003,
is  subordinate  to the  Company's  senior  credit  facility and can be used for
acquisitions,   drilling,  development  and  general  corporate  purposes  until
December 31, 2004.  The investor  group retains the option to convert the amount
outstanding under the credit line, and/or provide cash on any unused credit to a
maximum of $5.0 million through December 31, 2004, into working interests in any
acquisition(s)  the Company may make in Louisiana  prior to January 1, 2005. The
conversion of the credit facility will be on a pro-rata basis with the Company's
interest and may not exceed a maximum of $5.0 million through December 31, 2004,
or thirty percent (30%) of any potential acquisition(s).

The Company recorded a non-recurring  gain of approximately  $2.4 million in the
first quarter of 2002 as a result of the sale.  The proceeds were used to reduce
outstanding debt under its senior credit facility.

                                       17

Senior Credit Facility
----------------------

On November 9, 2001,  the Company  established a three-year  $50,000,000  senior
credit facility with BNP Paribas, with an initial borrowing base of $25,000,000,
subject to periodic redetermination.  As of March 31, 2003, the latest borrowing
base  determination  that had been made by BNP Paribas was completed in November
2002 in the amount of $23,000,000.  A subsequent  redetermination  was scheduled
for March 31, 2003, however, that redetermination has not been completed pending
evaluation  by BNP Paribas of  production  information  on three new oil and gas
wells  completed  by the Company in the first  quarter of 2003.  As of March 31,
2003, borrowings outstanding under the credit facility were $20,000,000.

Interest  on  borrowings  under  the  senior  credit  facility  accrue at a rate
calculated,  at the option of the  Company,  as either the BNP Paribas base rate
plus 0.00% to 0.50%,  or LIBOR plus 1.50% to 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.  Accrued  interest  on each  base-rate
borrowing  is due and  payable  on the  last  day of each  quarter.  The  credit
facility  requires  that the  Company  pay a 0.375%  per annum  commitment  fee,
payable  in  quarterly  installments  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. The Company is in
compliance with all such  requirements.  Substantially  all the Company's assets
are pledged to secure the senior credit facility.

In February  2003, the Company  entered into three separate  interest rate swaps
with BNP Paribas  covering a three year period as further  described  below (see
"Quantitative  and  Qualitative   Disclosures  About  Market  Risk  -  Debt  and
debt-related derivatives").

Changes in Critical Accounting Policies
---------------------------------------

Effective  January 1, 2003,  the Company  adopted SFAS No. 143,  Accounting  for
Asset  Retirement  Obligations.  SFAS No. 143  requires  the Company to record a
liability equal to the fair value of the estimated cost to retire an asset.  The
asset  retirement  liability  must be  recorded  in the  periods  in  which  the
obligation  meets the  definition  of a liability,  which is generally  when the
asset is placed in  service.  In the three  months  ended  March 31,  2003,  the
adoption of SFAS No. 143 resulted in the Company  recording a cumulative  effect
of an  accounting  change  in the  amount of  $205,000.  The  estimation  of the
liability involves the projection of future costs to plug and abandon individual
wells.  These  estimates are based on current  costs  inflated to the end of the
well's  economic life and discounted  back to the well's  origination  date. The
liability  will be accreted at the estimated  discount rate to the expected cash
required to settle the liability.  The estimate requires  management's  judgment
with respect to the future plugging and abandonment costs, the life of the well,
and the inflation  and discount  factors  used.  Changes in these  estimates can
significantly impact the amount of the liability.

                                       18

           Quantitative and Qualitative Disclosures About Market Risk

Commodity Hedging Activity
--------------------------

The Company enters into futures contracts or other hedging  agreements from time
to time to manage the commodity price risk for a portion of its production.  The
Company  considers  these  to  be  hedging  activities  and,  as  such,  monthly
settlements  on these  contracts are reflected in its oil and natural gas sales.
The Company's  strategy,  which is administered by the Hedging  Committee of the
Board of Directors,  and reviewed periodically by the entire Board of Directors,
has  been to hedge  between  30% and 70% of its  production.  A  portion  of the
Company's hedging  arrangements are in the form of costless  collars,  whereby a
floor and a ceiling are fixed.  It is the Company's  belief that the benefits of
the downside  protection  afforded by these costless  collars outweigh the costs
incurred  by  losing  potential  upside  when  commodity  prices  increase.  The
remainder  of the hedges  utilized by the Company are in the form of fixed price
swaps, where the Company receives a fixed price and pays a floating price.

As of March 31, 2003,  the Company's  open forward  position on its  outstanding
natural gas and crude oil hedging contracts, all of which were with BNP Paribas,
were as follows:

                                   Natural Gas
                                   -----------

3000 MMBtu per day with a no cost collar of $3.50 and $5.19 per Mmbtu for
        January through December 2003; and
3000 MMBtu per day "swap" at $4.06 for January 2003 through December 2003.

                                    Crude Oil
                                    ---------

300 barrels of oil per day "swap" at $27.45 for April 2003 through May 2003; and
200 barrels of oil per day "swap" at $29.08 for April 2003 through May 2003; and
300 barrels of oil per day "swap" at $32.58 for April 2003 through May 2003; and
300 barrels of oil per day "swap" at $28.47 for June 2003 through December 2003;
        and
200 barrels of oil per day "swap" at $29.32 for June 2003 through December 2003;
        and
200 barrels of oil per day "swap" at $29.97 for June 2003 through December 2003

The fair value of the natural gas and oil  hedging  contracts  in place at March
31, 2003, resulted, in a liability of $561,000. The hedging contracts summarized
above  represent  approximately  60% of the Company's  estimated net oil and gas
production  volumes for the  remainder of 2003.  Based on oil and gas pricing in
effect at March 31, 2003, a hypothetical  2% increase or decrease in oil and gas
prices  would  not  have  had a  material  effect  on  the  Company's  financial
statements.

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

In February  2003, the Company  entered into three separate  interest rate swaps
with BNP Paribas  covering a three year period.  The first  interest  rate swap,
which has an effective date of February 26, 2003 and a maturity date of February
26, 2004 is for $18,000,000 with a LIBOR swap rate of 1.53%. The second interest

                                       19


rate swap,  which has an effective date of February 26, 2004 and a maturity date
of November 8, 2004,  is for  $18,000,000  with a LIBOR swap rate of 2.25%.  The
third interest rate swap,  which has an effective date of November 8, 2004 and a
maturity date of February 26, 2006, is for $18,000,000 with a LIBOR swap rate of
3.46%.  The fair value of the interest rate swap contracts in place at March 31,
2003, resulted in a liability of $168,000.

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.

                                       20


                             Controls and Procedures
                             -----------------------

The  Company,  under the  direction  of its chief  executive  officer  and chief
financial  officer,  has  established  controls  and  procedures  to ensure that
material information  relating to the Company and its consolidated  subsidiaries
is made known to the officers who certify the Company's financial reports and to
other members of senior management and the Board of Directors.

Based on their  evaluation  as of a date  within  90 days of the  filing  of the
Quarterly  Report on form 10-Q, the chief executive  officer and chief financial
officer of Goodrich  Petroleum  Corporation  have  concluded  that the Company's
disclosure  controls and procedures (as defined in rules 13a-14(c) and 15d-14(c)
under the  Securities  Exchange  Act of 1934) are  effective  to ensure that the
information  required to be  disclosed  by  Goodrich  Petroleum  Corporation  in
reports that it files or submits  under the  Securities  Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in SEC rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their most recent evaluation.

                                       21


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

Item 2.  Changes in Securities.

          None

Item 3.  Defaults Upon Senior Securities.

          None.

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

           None.

Item 5.  Other Information.

           Not applicable.

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

          (a)     Exhibits

          (b) Reports on Form 8-K

                  None.

                                       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)


       May 8, 2003                        /s/  Walter G. Goodrich
-----------------------------------      ---------------------------------------
              Date                            Walter G. Goodrich,
                                              Chief Executive Officer


       May 8, 2003                        /s/  D. Hughes Watler, Jr.
-----------------------------------      ---------------------------------------
              Date                            D. Hughes Watler, Jr.,
                                              Chief Financial Officer

                                       23



                           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):
     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:  May 8, 2003

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

                                       24


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

I, D. Hughes Watler, Jr. 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:  May 8, 2003

/s/ D. Hughes Watler, Jr.
-------------------------
D. Hughes Watler, Jr.
Chief Financial Officer



                                       25