SEC – ‘UPLOAD’ from 5/24/06 re: Goodrich Petroleum Corp – ‘LETTER’

On:  Wednesday, 5/24/06, at 8:44am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  11/13/06   ·   Accession #:  0-6-24466

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    16K 


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

DIVISION OF                                                   
CORPORATION FINANCE                                                             
Mail Stop 7010                                                                  
May 19, 2006                                                        

Mr. David R. Looney                                                             
Executive Vice President and Chief Financial Officer                            
Goodrich Petroleum Corporation.                                                 
808 Travis Street, Suite 1320                                                   
Houston, Texas 77002                                                            

Re:       Goodrich Petroleum Corporation                            
Registration Statement on Form S-3                              
Filed April 20, 2006                                            
File No. 333-133431                                             

Dear Mr. Looney:                                                                

We have limited our review of your filing to those issues we        
have addressed in our comments.  Where indicated, we think you                  
should                                                                          
revise your document in response to these comments.  If you                     
disagree,                                                                       
we will consider your explanation as to why our comment is                      
inapplicable or a revision is unnecessary.  Please be as detailed               
as                                                                              
necessary in your explanation.  In some of our comments, we may                 
ask                                                                             
you to provide us with information so we may better understand                  
your                                                                            
disclosure.  After reviewing this information, we may raise                     
additional comments.                                                            

Please understand that the purpose of our review process is         
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or any other aspect               
of                                                                              
our review.  Feel free to call us at the telephone numbers listed               
at                                                                              
the end of this letter.                                                         

Selling Securityholders, page 41                                                

1.      Please state whether or not any selling shareholder is a                
broker-                                                                         
dealer.  If any selling shareholder is a broker dealer, please                  
identify then as an underwriter, unless you can confirm that such               
selling shareholder obtained the securities being registered for                
resale as compensation for investment banking services.                         

2.      Please state whether or not any selling shareholder is an               
affiliate of a broker-dealer. If any selling shareholder is an                  
affiliate of a broker dealer, please identify them as an                        
underwriter,                                                                    
unless you can confirm that such selling shareholder obtained the               
securities being registered for resale in the ordinary course of                
business, and at the time of purchase did not have any agreements               
or                                                                              
understandings, directly or indirectly, with any party to                       
distribute                                                                      
securities.                                                                     

3.      In footnotes to the selling shareholder ownership table,                
please                                                                          
identify the natural persons with power to vote or to dispose of                
the                                                                             
securities offered for resale by the entities listed as selling                 
shareholders.  See Interpretation No. 4S of the Regulation S-K                  
section of the Division of Corporation Finance`s March 1999                     
Supplement to the Manual of Publicly Available Telephone                        
Interpretations.                                                                

Undertakings, page II-3                                                         

4.      Please provide the undertaking required by Item 512(a)(6) of            
Regulation S-K.                                                                 

Closing Comments                                                                

As appropriate, please amend your registration statement in         
response to these comments.  You may wish to provide us with                    
marked                                                                          
copies of the amendment to expedite our review.  Please furnish a               
cover letter with your amendment that keys your responses to our                
comments and provides any requested information.  Detailed cover                
letters greatly facilitate our review.  Please understand that we               
may                                                                             
have additional comments after reviewing your amendment and                     
responses                                                                       
to our comments.                                                                

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filing to be certain that the                 
filing includes all information required under the Securities Act               
of                                                                              
1933 and that they have provided all information investors require              
for an informed investment decision.  Since the company and its                 
management are in possession of all facts relating to a company`s               
disclosure, they are responsible for the accuracy and adequacy of               
the                                                                             
disclosures they have made.                                                     

Notwithstanding our comments, in the event the company              
requests                                                                        
acceleration of the effective date of the pending registration                  
statement, it should furnish a letter, at the time of such                      
request,                                                                        
acknowledging that:                                                             

?       should the Commission or the staff, acting pursuant to                  
delegated                                                                       
authority, declare the filing effective, it does not foreclose the              
Commission from taking any action with respect to the filing;                   

?       the action of the Commission or the staff, acting pursuant to           
delegated authority, in declaring the filing effective, does not                
relieve the company from its full responsibility for the adequacy               
and                                                                             
accuracy of the disclosure in the filing; and                                   

?       the company may not assert staff comments and the declaration           
of                                                                              
effectiveness as a defense in any proceeding initiated by the                   
Commission or any person under the federal securities laws of the               
United States.                                                                  

In addition, please be advised that the Division of             
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in connection with our review of                
your                                                                            
filing or in response to our comments on your filing.                           

We will consider a written request for acceleration of the          
effective date of the registration statement as confirmation of                 
the                                                                             
fact that those requesting acceleration are aware of their                      
respective                                                                      
responsibilities under the Securities Act of 1933 and the                       
Securities                                                                      
Exchange Act of 1934 as they relate to the proposed public                      
offering                                                                        
of the securities specified in the above registration statement.                
We                                                                              
will act on the request and, pursuant to delegated authority,                   
grant                                                                           
acceleration of the effective date.                                             

We direct your attention to Rules 460 and 461 regarding             
requesting acceleration of a registration statement.  Please allow              
adequate time after the filing of any amendment for further review              
before submitting a request for acceleration.  Please provide this              
request at least two business days in advance of the requested                  
effective date.                                                                 

Please contact Donna Levy at 202-551-3292 or me at 202-551-         
3745                                                                            
with any questions.                                                             

Sincerely,                                                          

H. Roger Schwall                                                    
Assistant Director                                                  

cc:     James M. Prince, Esq.                                                   
D. Levy                                                             

Mr. David R. Looney                                                             
Goodrich Petroleum Corporation                                                  
Page 3                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/13/06		4,  UPLOAD
Filed on:		5/24/06		UPLOAD
		5/19/06		4,  UPLOAD
		4/20/06		8-K,  S-3,  UPLOAD
				List all Filings