SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.10)(1)
GOODRICH PETROLEUM CORPORATION
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(Name of Issuer)
Common Stock, par value $0.20 per share
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(Title of Class of Securities)
382410 40 5
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.382410 40 5 13G Page 2 of 5 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Walter G. Goodrich
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 867,354
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 280,125
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 867,354
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 280,125
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,147,479
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.63%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
*Includes the following securities held by Walter G. Goodrich on his own behalf
:(a) 484,278 shares of common stock and (b) 1,667 shares of common stock
issuable upon conversion of 4,000 shares of Series A preferred stock. In
addition, includes (a) 381,409 shares of common stock owned by Goodrich Energy,
Inc., a corporation with respect to which Walter G. Goodrich is the sole
stockholder, and (b) 280,125 shares of common stock held by HGF Partnership, a
Louisiana partnership, in which Walter G. Goodrich owns an indirect general
partnership interest. Walter G. Goodrich exercises sole voting and investment
rights power, with respect to the shares held by Goodrich Energy, and may be
deemed to exercise shared voting and investment power with Henry Goodrich with
respect to the shares held by HGF Partnership. Walter G. Goodrich and Henry
Goodrich beneficially own 4.70% of the outstanding shares of common stock
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.382410 40 5 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
GOODRICH PETROLEUM CORPORATION
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
808 TRAVIS STREET, SUITE 1320
HOUSTON, TEXAS 77002
____________________________________________________________________
Item 2(a). Name of Person Filing:
Walter G. Goodrich
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
808 TRAVIS STREET, SUITE 1320
HOUSTON, TEXAS 77002
____________________________________________________________________
Item 2(c). Citizenship:
U.S.A.
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock, Par Value $0.20 per share
____________________________________________________________________
Item 2(e). CUSIP Number:
382410 40 5
____________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No.382410 40 5 13G Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,147,479*
______________________________________________________________________
(b) Percent of class:
4.63%
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote____867,354____________,
(ii) Shared power to vote or to direct the vote____280,125__________,
(iii) Sole power to dispose or to direct the disposition of_867,354__,
(iv) Shared power to dispose or to direct the disposition of_280,125
*Includes the following securities held by Walter G. Goodrich on his own behalf
:(a) 484,278 shares of common stock and (b) 1,667 shares of common stock
issuable upon conversion of 4,000 shares of Series A preferred stock. In
addition, includes (a) 381,409 shares of common stock owned by Goodrich Energy,
Inc., a corporation with respect to which Walter G. Goodrich is the sole
stockholder, and (b) 280,125 shares of common stock held by HGF Partnership, a
Louisiana partnership, in which Walter G. Goodrich owns an indirect general
partnership interest. Walter G. Goodrich exercises sole voting and investment
rights power, with respect to the shares held by Goodrich Energy, and may be
deemed to exercise shared voting and investment power with Henry Goodrich with
respect to the shares held by HGF Partnership. Walter G. Goodrich and Henry
Goodrich beneficially own 4.70% of the outstanding shares of common stock
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
Not Applicable
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not Applicable
______________________________________________________________________
Item 10. Certifications.
(b) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2006
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(Date)
/s/Walter G. Goodrich
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(Signature)
Walter G. Goodrich
Vice Chairman and CEO
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(Name/Title)
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).