DRAFT
07/23/98  2:40 PM
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 SCHEDULE 13G/A

                                (AMENDMENT NO. 2)

                    Under the Securities Exchange Act of 1934


                         GOODRICH PETROLEUM CORPORATION
                                (Name of Issuer)

                           COMMON STOCK $.20 PAR VALUE
                         (Title of Class of Securities)

                                   382410 40 5
                                 (CUSIP Number)






CUSIP No. 382410 40 5

1.  Name of Reporting Persons and IRS or SS Identification Number:
    Walter G. Goodrich
2.  Check the Appropriate Box if a Member of a Group:
    (a)   N/A
    (b)   N/A
3.  SEC Use Only
4.  Citizenship or Place of Organization:
    United States
Number of Shares Beneficially Owned by Each Reporting Person with:
5.  Sole Voting Power
    618,047
6.  Shared Voting Power
    550,269
7.  Sole Dispositive Power
    618,047
8.  Shared Dispositive Power
    550,269
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
    1,168,316*
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares
    No
11. Percent of Class Represented by Amount in Row 9
    21.71%
12. Type of Reporting Person
    IN

*    Includes  550,269 shares held by HGF Partnership,  a Louisiana  partnership
     owned by Henry  Goodrich  and Walter G.  Goodrich.  Henry  Goodrich  is the
     managing  general partner and Walter G. Goodrich holds an indirect  general
     partnership  interest.  Henry Goodrich exercises sole voting and investment
     power with respect to the shares held. Includes 47,833 shares issuable upon
     the  conversion of 42,900 shares of Series B Convertible  Preferred  Stock.
     Also includes 282,134 shares  currently owned by Goodrich Energy,  Inc. and
     61,495 shares  issuable to Goodrich  Energy,  Inc.  upon the  conversion of
     55,153 shares of Series B Convertible  Preferred Stock.  Walter G. Goodrich
     is the sole stockholder of Goodrich Energy, Inc. Also includes 1,666 shares
     of Common Stock  issuable  upon to  conversion  of 4,000 shares of Series A
     Convertible  Preferred  Stock and vested options to purchase  21,875 shares
     that are  exercisable  pursuant to the  Company's  1995 Stock  Option Plan.
     Henry  Goodrich  and Walter G.  Goodrich  beneficially  own an aggregate of
     1,205,597  shares,  or 22.33%  of the  outstanding  shares of Common  Stock
     deemed to be outstanding.



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CUSIP No. 382410 40 5

1.  Name of Reporting Persons and IRS or SS Identification Number:
    Goodrich Energy, Inc.
2.  Check the Appropriate Box if a Member of a Group: (a) N/A (b) N/A
3.  SEC Use Only
4.  Citizenship or Place of Organization:
    Louisiana
Number of Shares Beneficially Owned by Each Reporting Person with:
5.  Sole Voting Power
    343,629*
6.  Shared Voting Power
    0
7.  Sole Dispositive Power
    343,629*
8.  Shared Dispositive Power
    0
9.  Aggregate Amount Beneficially Owned by Each Reporting Person
    343,629*
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares
    No
11. Percent of Class Represented by Amount in Row 9 6.47%
12. Type of Reporting Person
    CO


*    Includes  61,495 shares issuable upon conversion of 55,153 shares of Series
     B Convertible Preferred Stock.





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Item 1(a) Name of Issuer:
          Goodrich Petroleum Corporation
Item 1(b) Address of Issuer's principal executive offices:
          5847 San Felipe, Suite 700
          Houston, TX 77057 
Item 2(a) Name of person filing:
          1.  Walter G. Goodrich
          2.  Goodrich Energy, Inc.
Item 2(b) Address of principal business office or, if none, residence:
          1.  5847 San Felipe
              Suite 700
              Houston, TX  77057
          2.  333 Texas St.
              Suite 1350
              Shreveport, LA  71101
Item 2(c) Citizenship:
          1.  United States
          2.  Louisiana
Item 2(d) Title of class of securities:
          Common Stock, $.20 par value
Item 2(e) CUSIP Number:  382410 40 5
Item 3    Not Applicable
Item 4    Ownership:
          (a) Amount beneficially owned:
              1,168,316*
          (b) Percent of class:
              21.71%
          (c) Number of shares as to which such person has:
              (i)   sole power to vote or to direct the vote - 618,047 
              (ii)  shared power to vote or to direct the vote - 550,269 
              (iii) sole power to dispose or to direct the disposition of - 
                    618,047
              (iv)  shared power to dispose or to direct the disposition of -
                    550,269
Item 5-10 Not Applicable

*    Includes  550,269 shares held by HGF Partnership,  a Louisiana  partnership
     owned by Henry  Goodrich  and Walter G.  Goodrich.  Henry  Goodrich  is the
     managing  general partner and Walter G. Goodrich holds an indirect  general
     partnership  interest.  Henry Goodrich exercises sole voting and investment
     power with respect to the shares held. Includes 47,833 shares issuable upon
     the  conversion of 42,900 shares of Series B Convertible  Preferred  Stock.
     Also includes 282,134 shares  currently owned by Goodrich Energy,  Inc. and


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     61,495 shares  issuable to Goodrich  Energy,  Inc.  upon the  conversion of
     55,153 shares of Series B Convertible  Preferred Stock.  Walter G. Goodrich
     is the sole stockholder of Goodrich Energy, Inc. Also includes 1,666 shares
     of Common Stock  issuable  upon to  conversion  of 4,000 shares of Series A
     Convertible  Preferred  Stock and vested options to purchase  21,875 shares
     that are  exercisable  pursuant to the  Company's  1995 Stock  Option Plan.
     Henry  Goodrich  and Walter G.  Goodrich  beneficially  own an aggregate of
     1,205,597  shares,  or 22.33%  of the  outstanding  shares of Common  Stock
     deemed to be outstanding.




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         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.




Dated:            August 6, 1998



/s/ Walter G. Goodrich
- ---------------------------
Walter G. Goodrich


Goodrich Energy, Inc.



By:  /s/ Walter G. Goodrich
   ------------------------
Name:    Walter G. Goodrich
Title:   President


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