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 SEPTEMBER 30, 1996
------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT 1934

For the transition period from _____________ to ____________
(Amended by Exch Act Rel No. 312905. eff 4/26/93.)

Commission File Number: 33-58631
--------

GOODRICH PETROLEUM CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 76-466913
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)

5847 SAN FELIPE, SUITE 700, HOUSTON, TEXAS 77057
- -------------------------------------------------------------------------------
(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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common shares outstanding as of November 8, 1996: 41,804,510

GOODRICH PETROLEUM CORPORATION
FORM 10-Q
SEPTEMBER 30, 1996
INDEX
PAGE NO.
--------

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Consolidated Balance Sheets
September 30, 1996 (Unaudited) and December 31, 1995........ 3

Consolidated Statements of Operations (Unaudited)
Nine Months Ended September 30, 1996 and 1995............... 5

Three Months Ended September 30, 1996 and 1995.............. 7

Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 1996 and 1995............... 9

Consolidated Statements of Stockholders' Equity (Unaudited)
Nine Months Ended September 30, 1996 and 1995............... 10

Notes to Consolidated Financial Statements................... 11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. 14

PART II - OTHER INFORMATION 19

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.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets

September 30, December 31,
1996 1995
----------- ------------
(Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents........................... $ 388,888 $ 613,450
Marketable equity securities........................ 801,800 759,600
Accounts receivable
Trade and other, net of allowance.................. 231,653 170,593
Accrued oil and gas revenue........................ 908,912 1,014,709
Accrued pipeline joint venture..................... 336,000 530,792
Prepaid insurance................................... 202,080 302,113
Other............................................... 14,874 33,532
---------- ----------
Total current assets............................ 2,884,207 3,424,789
---------- ----------

PROPERTY AND EQUIPMENT
Oil and gas properties (successful efforts method).. 18,442,666 16,262,033
Furniture, fixtures and equipment................... 107,056 101,333
---------- ----------
18,549,722 16,363,366
Less accumulated depletion, depreciation
and amortization................................... (4,087,796) (2,217,425)
---------- ----------
Net property and equipment...................... 14,461,926 14,145,941
---------- ----------
OTHER ASSETS
Investment in pipeline joint venture, net........... 3,935,854 4,676,500
Deferred charges.................................... 121,910 135,486
---------- ----------
4,057,764 4,811,986
---------- ----------
TOTAL ASSETS................................ $ 21,403,897 $ 22,382,716
========== ==========

See notes to consolidated financial statements.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)

September 30, December 31,
1996 1995
----------- ------------
(Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable...................................... $ 383,795 $ 656,886
Accrued liabilities................................... 1,728,359 1,740,028
---------- ----------
Total current liabilities......................... 2,112,154 2,396,914
---------- ----------
LONG TERM DEBT.......................................... 9,800,000 9,750,000
OTHER LIABILITIES....................................... 240,781 572,990

STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00 per share;
authorized 10,000,000 shares; issued
801,149 at September 30, 1996 (liquidating
preference $10 per share, aggregating to
$8,011,490) and 734,859 at December
31, 1995.......................................... 801,149 734,859
Common stock, par value - $0.20 per share;
authorized 100,000,000 shares; issued
and outstanding 41,804,510........................ 8,360,902 8,360,902
Additional paid-in capital............................ 1,059,488 1,200,140
Accumulated deficit................................... (1,012,777) (633,089)
Unrealized gain on marketable equity securities....... 42,200 ---
---------- ----------
Total stockholders' equity........................ 9,250,962 9,662,812
---------- ----------
TOTAL LIABILITIES AND STOCK-
HOLDERS' EQUITY............................... $ 21,403,897 $ 22,382,716
========== ==========

See notes to consolidated financial statements.

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

Nine Months Ended
September 30,
----------------------
1996 1995
-------- --------

REVENUES
Oil and gas sales.................................... $ 5,454,441 $ 3,582,548
Pipeline joint venture............................... 1,093,297 113,937
Other................................................ 459,218 34,079
----------- ---------
Total revenues...................................... 7,006,956 3,730,564
----------- ---------

EXPENSES
Lease operating expense and production taxes......... 1,145,016 534,819
Depletion, depreciation and amortization............. 2,681,208 907,562
Exploration.......................................... 953,095 ---
Interest expense..................................... 611,447 900,767
General and administrative........................... 1,511,268 197,044
----------- ---------
Total costs and expenses............................ 6,902,034 2,540,192
----------- ---------

INCOME BEFORE EXTRAORDINARY ITEM AND
INCOME TAXES.......................................... 104,922 1,190,372
Income taxes......................................... --- ---
----------- ---------

INCOME BEFORE EXTRAORDINARY ITEM....................... 104,922 1,190,372

Extraordinary item - early extinguishment of debt.... --- (482,906)
----------- ---------
NET INCOME............................................. 104,922 707,466

Preferred stock dividends............................ 484,610 107,960
----------- ---------

EARNINGS (LOSS) APPLICABLE TO COMMON STOCK............. $ (379,688) 599,506
=========== =========

LOSS PER AVERAGE COMMON SHARE.......................... $ (.01)
===========

AVERAGE COMMON SHARES OUTSTANDING...................... 41,804,510
===========

PRO FORMA INFORMATION:

Income before extraordinary item and income taxes...... $ 1,190,372
Pro forma income taxes (1)............................. 402,698
-----------
787,674
Extraordinary item - early extinguishment of debt.... (482,906)
-----------
Pro forma net income................................... 304,768
Preferred stock dividends............................ 107,960
-----------
Pro forma earnings applicable to common stock.......... $ 196,808
=========
Pro forma income before extraordinary item per
average common share.................................. $ .03
Pro forma extraordinary item per average common share.. (.02)
-----------
Pro forma earnings per average common share............ $ .01
=========
Pro forma average common shares outstanding (2)........ 23,095,631
===========
- --------------------

(1) No provision for income taxes is included in the 1995 consolidated statement
of operations for the period prior to August 15, 1995, for the operations of
La/Cal (predecessor company) due to La/Cal being a partnership and income
taxes having been the responsibility of the individual partners of La/Cal.
Certain unaudited pro forma information relating to the Company's results of
operations had La/Cal been a corporation, is shown here.
(2) For purposes of this presentation for the nine months ended September 30,
1995, the number of pro forma shares used for the operations of La/Cal
(predecessor company - January 1, 1995 through August 14, 1995), is
19,765,226 shares, the number issued by the Company in exchange for La/Cal's
net assets contributed.

See notes to consolidated financial statements.

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

Three Months Ended
September 30,
------------------------
1996 1995
----------- ---------

REVENUES
Oil and gas sales.................................... $ 1,671,302 1,414,410
Pipeline joint venture............................... 267,396 113,937
Other................................................ 254,751 21,177
----------- ----------
Total revenues................................... 2,193,449 1,549,524
----------- ----------

EXPENSES
Lease operating expense and production taxes......... 440,183 238,386
Depletion, depreciation and amortization............. 817,144 500,322
Exploration.......................................... 188,316 ---
Interest expense..................................... 198,914 363,542
General and administrative........................... 437,856 193,737
----------- ----------
Total costs and expenses......................... 2,082,413 1,295,987
----------- ----------
INCOME BEFORE EXTRAORDINARY ITEM AND
INCOME TAXES.......................................... 111,036 253,537
Income taxes......................................... --- ---
-------- ----------

INCOME BEFORE EXTRAORDINARY ITEM....................... 111,036 253,537

Extraordinary item - early extinguishment of debt.... --- (482,906)
----------- ----------
NET INCOME (LOSS)...................................... 111,036 (229,369)

Preferred stock dividends............................ 160,190 107,960
----------- ----------

LOSS APPLICABLE TO COMMON STOCK........................ $ (49,154) (337,329)
=========== ==========
LOSS PER AVERAGE COMMON SHARE.......................... $ ---
===========
AVERAGE COMMON SHARES OUTSTANDING...................... 41,804,510
===========
PRO FORMA INFORMATION:

Income before extraordinary item and income taxes...... $ 253,537
Pro forma income taxes (1)............................. 49,440
----------
204,097
Extraordinary item - early extinguishment of debt.... (482,906)
----------
Pro forma net loss..................................... (278,809)
Preferred stock dividends............................ 107,960
----------
Pro forma loss applicable to common stock.............. $ (386,769)
==========

Pro forma income before extraordinary item per
average common share.................................. $ ---
Pro forma extraordinary item per average common share.. (.01)
----------
Pro forma loss per average common share................ $ (.01)
==========
Pro forma average common shares outstanding (2)........ 29,647,839
==========

(1) No provision for income taxes is included in the 1995 consolidated statement
of operations for the period prior to August 15, 1995, for the operations of
La/Cal (predecessor company) due to La/Cal being a partnership and income
taxes having been the responsibility of the individual partners of La/Cal.
Certain unaudited pro forma information relating to the Company's results of
operations had La/Cal been a corporation, is shown here.
(2) For purposes of this presentation for the three months ended September 30,
1995, the number of pro forma shares used for the operations of La/Cal
(predecessor company - July 1, 1995 through August 14,1995), is 19,765,226
shares, the number of shares issued by the Company in exchange for La/Cal's
net assets contributed.

See notes to consolidated financial statements.

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

Nine Months
Ended September 30,
--------------------------
1996 1995
------------ ------------

OPERATING ACTIVITIES
Net income............................................... $ 104,922 707,466
Adjustments to reconcile net income to net cash provided
by operating activities:
Depletion, depreciation and amortization............. 2,681,208 907,562
Amortization of deferred debt financing costs........ 55,713 84,752
Gain on sale of oil and gas properties............... (95,252) ---
Capital expenditures charged to income............... 746,095 ---
Extraordinary item - early extinguishment of debt.... -- 482,906
Payment of contingent liability...................... (11,713) (31,920)
Payment of other liabilities......................... (295,552) (64,529)
---------- -----------
3,185,421 2,086,237
Changes in current assets and liabilities:
Accounts receivable.................................. 239,529 458,272
Prepaid insurance and other.......................... 118,691 (269,534)
Accounts payable..................................... (273,091) 181,728
Accrued liabilities.................................. (36,613) 97,505
---------- -----------
Net cash provided by operating activities........ 3,233,937 2,554,208
---------- -----------

INVESTING ACTIVITIES
Proceeds from sales of oil and gas properties............ 325,629 ---
Capital expenditures..................................... (3,219,528) (18,350)
Cash paid in connection with business combination........ (45,372) (1,088,432)
Sale of investment....................................... --- 9,600,000
Overdraft bank balances assumed in business combination.. --- (451,414)
---------- -----------
Net cash provided by (used in) investing
activities..................................... (2,939,271) 8,041,804
---------- -----------

FINANCING ACTIVITIES
Proceeds from bank borrowings............................ 800,000 21,000,000
Principal payments of bank borrowings.................... (750,000) (30,692,841)
Partnership distributions................................ --- (1,132,735)
Payment of debt financing costs......................... (10,256) (83,020)
Retirement of preferred stock............................ (74,362) ---
Preferred stock dividends................................ (484,610) (215,921)
---------- -----------
Net cash used in financing activities.......... (519,228) (11,124,517)
---------- -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS.................. (224,562) (528,505)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD........... 613,450 710,762
---------- -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD................. $ 388,888 182,257
========== ===========

See notes to consolidated financial statements.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Nine Months Ended September 30, 1996 and 1995
(Unaudited)

Preferred Stock Common Stock
Partners' ----------------------- ------------------------ Additional Paid
Capital Number Number In Accumulated
(Deficit) of shares Par Value of Shares Par Value Capital Deficit
--------- --------- ---------- ---------- ----------- --------------- -------------

BALANCE AT DECEMBER 31,
1994...................... $(2,081,217) --- $ --- --- $ --- $ --- $ ---
Partnership distributions.. (1,229,344) --- --- --- --- --- ---
Business Combination....... 3,310,561 1,098,710 1,098,710 39,530,452 7,906,090 258,539 ---
Unrealized appreciation of
marketable securities
available for sale........ --- --- --- --- --- --- ---
Preferred stock dividends.. --- --- --- --- --- --- (107,960)
Net income................. --- --- --- --- --- 1,032,562 (325,096)
----------- --------- ---------- ---------- ---------- ---------- -----------
BALANCE AT SEPTEMBER 30,
1995...................... --- 1,098,710 1,098,710 39,530,452 7,906,090 1,291,101 (433,056)
=========== ========= ========== ========== ========== ========== ===========
BALANCE AT DECEMBER 31,
1995...................... --- 734,859 734,859 41,804,510 8,360,902 1,200,140 (633,089)

Net income................. --- --- --- --- --- --- 104,922

Unrealized appreciation of
marketable securities
available for sale........ --- --- --- --- --- --- ---

Preferred stock dividends.. --- --- --- --- --- --- (484,610)

Retirement of preferred
stock..................... --- (10,000) (10,000) --- --- (64,362) ---

Reinstatement of preferred
stock under appraisal
rights................... --- 76,290 $ 76,290 --- --- (76,290) ---
----------- --------- ---------- ---------- ---------- ---------- -----------
BALANCE AT SEPTEMBER 30,
1996...................... $ --- 801,149 $ 801,149 41,804,510 $8,360,902 $1,059,488 $(1,012,777)
=========== ========== ========== ========== ========== ========== ===========

UNREALIZED GAIN TOTAL
ON MARKETABLE STOCKHOLDERS'
EQUITY SECURITIES EQUITY (DEFICIT)
------------------ ----------------

BALANCE AT DECEMBER 31,
1994...................... $ --- $(2,081,217)
Partnership distributions.. --- (1,229,344)
Business Combination....... --- 12,573,900
Unrealized appreciation of
marketable securities
available for sale........ 84,400 84,400
Preferred stock dividends.. --- (107,960)
Net income................. --- 707,466
------- -----------
BALANCE AT SEPTEMBER 30,
1995...................... 84,400 9,947,245
======= ===========
BALANCE AT DECEMBER 31,
1995...................... --- 9,662,812
Net income................. --- 104,922
Unrealized appreciation of
marketable securities
available for sale........ 42,200 42,200
Preferred stock dividends.. --- (484,610)
Retirement of preferred
stock..................... --- (74,362)
------- -----------
Reinstatement of preferred
stock under appraisal
rights................... --- ---
------- -----------
BALANCE AT SEPTEMBER 30,
1996...................... $42,200 $ 9,250,962
======= ===========

See notes to consolidated financial statements.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1996 and 1995

NOTE A - BUSINESS COMBINATION

As noted in the Company's 1995 annual report on Form 10-K, a business
combination of Patrick Petroleum Company ("Patrick"), La/Cal Energy Partners
("La/Cal") and Goodrich Petroleum Corporation (the "Company") took place in
August, 1995. As a result of the accounting for the combination transactions,
the financial statements for the three and nine months ended September 30, 1995
reflect solely the operations of La/Cal prior to August 15, 1995, whereas the
financial statements for the three and nine months ended September 30, 1996
reflect the operations of the combined entities.

NOTE B - BASIS OF PRESENTATION

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to rules and regulations of the
Securities and Exchange Commission; however, the Company believes the
disclosures which are made are adequate to make the information presented not
misleading. The financial statements and footnotes included in this Form 10-Q
should be read in conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10-K for the year ended December
31, 1995, specifically as it relates to the business combination and the related
impact on the basis of presentation of the accompanying financial statements.

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, 1996 and the results of its operations for the three and nine
months ended September 30, 1996 and 1995.

The results of operations for the three and nine month periods ended September
30, 1996 are not necessarily indicative of the results to be expected for the
full year.

NOTE C - 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 EPA has estimated that the total cost of long-

term clean-up of the site will be approximately $15.4 million with the Company's
percentage of responsibility to be approximately 3.09%. As of September 30,
1996, the Company has paid approximately $135,000 in costs related to this
matter and accrued an additional $379,000 for the remaining liability. The EPA
and 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 by the EPA. 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 accrued for this liability.

Additionally, the Company is party to a number of lawsuits arising in the normal
course of business. The Company has defended and intends to continue to defend
these actions vigorously and believes, based on currently available information,
that adverse results or settlements, if any, in excess of insurance coverage or
amounts already provided, will not be material to its financial position or
results of operations.

NOTE D - INCOME TAXES

The federal income tax effect of La/Cal's activities (prior to August 15, 1993)
is not reflected in the 1995 financial statements since such taxes were the
responsibility of the individual partners of La/Cal. The Company became subject
to income as of August 15, 1995, as a result of the La/Cal-Patrick-Goodrich
Petroleum business combination.

No provision for income taxes has been recorded for the Company due to its
ability to utilize net operating loss carryforwards to offset future financial
taxable income.

NOTE E - PRO FORMA FINANCIAL RESULTS OF OPERATIONS

Selected results of operations on a pro forma basis as if the La/Cal-Patrick-
Goodrich Petroleum business combination had occurred on January 1, 1995 are as
follows:

For the nine months ended
September 30, 1995
-------------------------

Revenues.................................... $9,144,470
Income before extraordinary item............ 2,414,688
Net income.................................. 1,931,782
Income applicable to common stock........... 1,245,861
Income per share before extraordinary item.. .04
Income per average common share............. $ .03

The pro forma operations above contain a net gain on the sale of an investment
which accounted for $1,563,762 of revenue and net income and amounted to $ .04
income per share for nine months ended September 30, 1995.

NOTE F - SUBSEQUENT EVENT

Effective October 22, 1996, the Company entered into an agreement with La/Cal
Energy Partners II ("La/Cal II") and certain working interest owners whereby the
Company would acquire oil and gas properties and related assets (primarily oil
and gas properties) of La/Cal II and the working interest owners. The
preliminary purchase price is $17,446,000 and is composed of $2,000,000 cash,
the issuance of a new series of the Company's convertible preferred stock
($7,500,000) and the assumption of La/Cal II's outstanding indebtedness (not to
exceed $7,946,000).

The transaction is subject to customary approvals, including approval of the
preferred stock issuance by the Company's shareholders. The Company expects to
close the transactions in either the fourth quarter of 1996 or the first quarter
of 1997.

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

Business Combination
- --------------------

As noted in the Company's 1995 annual report on Form 10-K, a business
combination of Patrick Petroleum Company ("Patrick"), La/Cal Energy Partners
("La/Cal") and Goodrich Petroleum Corporation (the "Company") took place in
August, 1995. As a result of the accounting for the combination transactions,
the financial statements for the three and nine months ended September 30, 1995
reflect solely the operations of La/Cal prior to August 15, 1995 whereas the
financial statements for the three and nine months ended September 30, 1996
reflect the operations of the combined entities. As a result, comparison of the
current and prior period financial statements presented are significantly
impacted by the combination transactions.

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

Nine months ended September 30, 1996 versus nine months ended September 30, 1995

Total revenues for the nine months ended September 30, 1996 amounted to
$7,007,000 and were $3,276,000 higher than the $3,731,000 for the nine months
ended September 30, 1995. Oil and gas sales were $1,872,000 higher due
substantially to increased oil production as a result of the inclusion of
revenues of the combined entities in the nine months ended September 30, 1996
along with increased oil prices for the period. Gas production for the nine
months ended September 30, 1996 was lower primarily due to the early abandonment
of two wells producing from a gas reservoir in the Lake Charles field and a
third well producing at a reduced rate. One of the abandoned wells has recently
been recompleted in an oil reservoir. The dollar impact of this decrease was
more than offset by increased gas prices for the period. (see volume and price
table below). Additionally, the nine months ended September 30, 1996 includes
nine months of revenues from the pipeline joint venture which was acquired in
the Patrick transaction amounting to $1,093,000 versus one and one-half month's
revenue ($114,000) in the nine months ended September 30, 1995. Included in
other, net for the nine months ended September 30, 1996 ($459,000) are gains
amounting to $95,000 on the sale of certain oil and gas properties,
substantially all in North Dakota, revenue received by the Company as operator
of certain wells and other miscellaneous income items.

Nine months Nine months
ended September 30, 1996 ended September 30, 1995
------------------------- ------------------------
Production Average Price Production Average Price
---------- ------------- ---------- -------------

Gas (Mcf)... 1,194,704 $ 2.44 1,764,583 $ 1.57
Oil (Bbls).. 126,139 20.14 49,066 16.72

Lease operating expense and production taxes were $1,145,000 for the nine months
ended September 30, 1996 versus $535,000 for the nine months ended September 30,
1995 or $610,000 higher due to the addition of the Patrick oil and gas
properties. Depletion, deprecation and amortization was $2,681,000 versus
$908,000 or $1,774,000 higher than 1995 due to the addition of the Patrick oil
and gas properties and the pipeline joint venture subsequent to August 15, 1995.
The Company incurred $953,000 of exploration expense in 1996, whereas there was
no such expense in 1995 due to La/Cal having virtually no exploration
activities. Included in 1996 exploration expense is $511,000 of costs related
to dry holes during the period.

General and administrative expenses amounted to $1,511,000 in the nine months
ended September 30, 1996 versus $197,000 in 1995 due to the fact that La/Cal was
provided substantially all of its general and administrative expenses at no cost
by an affiliate whereas the Company provides its own general and administrative
services. Additionally, as a public company, the Company incurs a higher level
of general and administrative expenses than a privately held company.

Interest expense was $611,000 in the nine months ended September 30, 1996
compared to $901,000 (32% lower) in 1995 due to the Company having lower average
debt outstanding and a lower effective interest rate in the nine months ended
September 30, 1996 than La/Cal during the same period in 1995.

In connection with the combination transactions, the Company paid off La/Cal's
General Obligation Notes and the related unamortized debt financing costs of
$482,906 were charged to operations as an extraordinary item in the third
quarter of 1995.

The Company's preferred stock dividends amounted to $485,000 for the nine months
ended September 30, 1996 (nine months dividends on average of 808,000 shares
outstanding) compared to $108,000 for the prior period (one and one-half months
dividends on average of 1,080,000 shares outstanding).

Three months ended September 30, 1996 versus three months ended
September 30, 1995

Total revenues in the third quarter of 1996 amounted to $2,193,000 and were
$643,000 higher than the $1,550,000 in the third quarter of 1995. Oil and gas
sales were $257,000 higher due substantially to increased oil prices for the
period along with increased oil production as a result of the inclusion of
revenues of the combined entities for the entire third quarter of 1996 versus
only one and one-half months in 1995. Gas production for the three months ended
September 30, 1996 was lower primarily due to the early abandonment of two wells
producing from a gas reservoir in the Lake Charles field and a third well
producing at a reduced rate. One of the abandoned wells has recently been
recompleted in an oil reservoir. Most of the dollar impact of this decrease was
offset by increased gas prices for the period (see volume and price table
below). Additionally, the third quarter of 1996 includes three months of
revenues from the pipeline joint venture which was acquired in the Patrick
transaction amounting to $267,000 versus one and one-half month's revenue
($114,000) in the three months ended September 30, 1995.

Three months Three months
ended September 30, 1996 ended September 30, 1995
------------------------- ------------------------
Production Average Price Production Average Price
---------- ------------- ---------- -------------

Gas (Mcf)... 381,139 $ 2.26 584,637 $ 1.49
Oil (Bbls).. 39,093 20.75 32,717 16.67

Lease operating expense and production taxes were $440,000 in the third quarter
of 1996 versus $238,000 in the third quarter of 1995 or $202,000 higher due to
the addition of the Patrick oil and gas properties. Depletion, deprecation and
amortization was $817,000 versus $500,000 or $317,000 higher than 1995 due to
the addition of the Patrick oil and gas properties and the pipeline joint
venture subsequent to August 15, 1995. The Company incurred $188,000 of
exploration expense in 1996, whereas there was no such expense in 1995 due to
La/Cal having virtually no exploration activities.

General and administrative expenses amounted to $438,000 in the third quarter of
1996 versus $194,000 in 1995 due to the fact that La/Cal was provided
substantially all of its general and administrative expenses at no cost by an
affiliate prior to August 15 ,1995 whereas the Company provides its own general
and administrative services. Additionally, as a public company, the Company
incurs a higher level of general and administrative expenses than a privately
held company.

Interest expense was $199,000 in the third quarter of 1996 compared to $364,000
(45% lower) in 1995 due to the Company having slightly lower average debt
outstanding and a lower effective interest rate in the three months ended
September 30, 1996 than La/Cal during the same period in 1995.

The Company's preferred stock dividends amounted to $160,000 for the three
months ended September 30, 1996 (three months dividends on 801,000 shares)
compared to $108,000 for the prior period (one and one-half months dividends on
1,080,000 shares).

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

Net cash provided by operating activities was $3,234,000 in the nine months
ended September 30, 1996 compared to $2,554,000 in the nine months ended
September 30, 1995. 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.

The nine months ended September 30, 1996 reflects $3,220,000 in capital
expenditures offset by $326,000 in proceeds from the sale of certain oil and gas
properties, primarily located in North Dakota. The nine months ended September
30, 1995 reflects the receipt by the Company of $9,600,000 cash from the sale of
the investment in the Penske Corporation as well as the payment by the Company
of $1,088,000 in connection with the business combination. The 1995 period
included no capital expenditures as drilling and exploration operations were
suspended in anticipation of the combinations transactions.

Net cash used by financing activities was $519,000 for the current period as
compared to $11,125,000 in the prior year period. The 1996 amount is composed
primarily of preferred stock dividends of $485,000. The 1995 amount included
the borrowing of $21,000,000 by the Company which was used primarily to pay off
the debt assumed from La/Cal and Patrick ($19,777,531). The remainder of the
loan proceeds were used to provide working capital and pay accrued interest.
The quarter ended September 30, 1995 also reflects debt paydowns as follow: 1)
$915,310 by La/Cal on its General Obligation Notes prior to August 15, 1995; 2)
$9,500,000 by the Company on its credit facility in September from the Penske
sale proceeds; 3) $500,000 by the Company on its credit facility from
operations/working capital. The 1995 amount also includes partnership
distributions by La/Cal of $1,132,735 prior to August 15, 1995 and the Company's
preferred stock dividend for the third quarter in the amount of $215,921.

The Company has a credit facility with a bank which provides for a total
borrowing base determined by the bank every six months based in part, on the
Company's oil and gas reserve information. Such borrowing base is currently
$12,800,000. The maturity date for all amounts drawn under the bank credit
facility is June 1, 1998. Interest is based on either of two methods at the
option of the Company: the bank's prime lending rate or LIBOR plus 2%.
Interest rates are set on specific draws for one, two, three or six month
periods, also at the option of the Company. The Company's credit facility
requires minimum net worth and debt service ratios be maintained by the Company.
Accordingly, the Company had $435,000 available for the payment of dividends at
September 30, 1996. The amount outstanding under this facility as of September
30, 1996 was $9,800,000.

The Company had $3,220,000 in capital expenditures in the nine months ended
September 30, 1996. The Company plans to incur capital expenditures in the
amount of approximately $1,300,000 in the fourth quarter of 1996. The Company
plans to fund such expenditures from operating cash flow and borrowings under
its bank credit facility.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

Not applicable.

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

(a) Exhibits

27 Financial Data Schedule

(b) Reports on Form 8-K

Form 8-K as of October 22, 1996 reporting the agreement between
Goodrich Petroleum Corporation, La/Cal Energy Partners II and
certain Working Interest Owners.

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
-------------------------------------
Goodrich Petroleum Corporation

November 11, 1996 /s/ Walter G. Goodrich
----------------- ------------------------------------
Date Walter G. Goodrich, President and
Chief Executive Officer

November 11, 1996 /s/ Roland L. Frautschi
----------------- ------------------------------------
Date Roland L. Frautschi, Senior Vice
President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)