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                              June 12, 2020

       Michael J. Killelea
       General Counsel
       Goodrich Petroleum Corporation
       801 Louisiana, Suite 700
       Houston, Texas 77002

                                                        Re: Goodrich Petroleum
Corporation
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed June 5, 2020
                                                            File No. 333-238286

       Dear Mr. Killelea:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
29, 2020 letter.

       Amendment No. 1 to Form S-3 Filed June 5, 2020

       Risk Factors, page 5

   1.                                                   We note that your
response letter indicates the revisions to the prospectus clarify for
                                                        investors that the
forum selection provision contained within the Company's amended and
                                                        restated certificate of
incorporation "is not intended to apply to claims" arising under the
                                                        Securities Act or
Exchange Act. However, we also note that the revised prospectus
                                                        disclosure states that
the provision would not apply to suits brought "solely" to enforce
                                                        any liability or duty
created by the Securities Act or Exchange Act or any other claim for
                                                        which the courts have
exclusive jurisdiction. Please revise your disclosure on pages 5 and
                                                        25 to clarify whether
your exclusive forum provision is intended to apply to claims arising
                                                        under the Securities
Act or Exchange Act, or tell us why you have included "solely" in the
 Michael J. Killelea
Goodrich Petroleum Corporation
June 12, 2020
Page 2
      revised disclosure. We may have further comments.
       Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 or
Lauren Nguyen,
Legal Branch Chief, at (202) 551-3642 with any questions.



                                                          Sincerely,
FirstName LastNameMichael J. Killelea
                                                          Division of
Corporation Finance
Comapany NameGoodrich Petroleum Corporation
                                                          Office of Energy &
Transportation
June 12, 2020 Page 2
cc:       Michael Telle
FirstName LastName