SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Act of 1934
(Amendment No. 3)*

GOODRICH PETROLEUM CORPORATION

(Name of Issuer)

Common Stock, par value $0.20 per share

(Title of Class of Securities)

382410-10-8

(CUSIP Number)

Steven N. Machtinger

560 Mission Street

San Francisco, CA 94105

(415) 315-7800

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

January 16, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ý.

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 to whom copies are to be sent.

* 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 (“Act”) 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—10—8

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Page 2 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Alps Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,544,341
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,544,341
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON IV

* See Item 5 herein.

CUSIP NO. 382410—10—8

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Page 3 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Campbell Associates
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,442
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,442
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON PN

* See Item 5 herein.

CUSIP NO. 382410—10—8

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Page 4 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Donald M.Campbell Money Purchase Pension Plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 262,629
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 262,629
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON PN

* See Item 5 herein.

CUSIP NO. 382410—10—8

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Page 5 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Daniel H. Case III Living Trust U/A Dated 7/17/00
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 516,286
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 516,286
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON OO

* See Item 5 herein.

CUSIP NO. 382410—10—8

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Page 6 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Estate of Daniel H. Case III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 27,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 27,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON OO

* See Item 5 herein.

CUSIP NO. 382410—10—8

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Page 7 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Stacey B. Case Living Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 128,663
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 128,663
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON OO

* See Item 5 herein.

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Page 8 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Michael D. Fulton and Katheryn E. Cole
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 869,507
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 869,507
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON IN

* See Item 5 herein.

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Page 9 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Laurence L. Spitters
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 210,892
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 210,892
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON IN

* See Item 5 herein.

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Page 10 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Hambrecht & Quist California
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,786,632
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,786,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON CO

* See Item 5 herein.

CUSIP NO. 382410—10—8

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Page 11 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Hambrecht & Quist Group
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,786,632
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,786,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON CO

* See Item 5 herein.

CUSIP NO. 382410—10—8

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Page 12 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Hambrecht & Quist Guaranty Finance, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,786,632
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,786,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON OO

* See Item 5 herein.

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Page 13 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Donald M. Campbell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 293,518*
		8	SHARED VOTING POWER 3,051,703*
		9	SOLE DISPOSITIVE POWER 293,518*
		10	SHARED DISPOSITIVE POWER 3,051,703*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON IN

* See Item 5 herein.

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Page 14 of 27 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only) Guaranty Finance Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,786,632
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,786,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,641,910*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8%*
14	TYPE OF REPORTING PERSON OO

* See Item 5 herein.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Introduction.

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D is filed by Alps Investments LLC, a Virginia limited liability company (“Alps”); Daniel H. Case III Living Trust U/A Dated 7/17/00 (the “D. Case Trust”); Estate of Daniel H. Case III (the “D. Case Estate”); Stacey B. Case Living Trust (the “S. Case Trust”); Michael D. Fulton & Katheryn E. Cole (“Fulton & Cole”); Laurence L. Spitters (“Spitters”); Campbell Associates, a Nevada family partnership (“Campbell Associates”); Delaware Charter Guaranty Trust Co., Custodian for Donald M. Campbell Money Purchase Pension Plan (the “Plan”); Donald M. Campbell (“Campbell”); Hambrecht & Quist Group, a Delaware corporation (“H&Q Group”), Hambrecht & Quist California, a California corporation (“H&Q California”); Hambrecht & Quist Guaranty Finance LLC, a California limited liability company (“H&Q Guaranty Finance”); and Guaranty Finance Management, LLC, a Delaware limited liability company (“Guaranty Finance Management”, and, together with Alps, the D. Case Trust, the D. Case Estate, the S. Case Trust, Fulton & Cole, Spitters, Campbell Associates, the Plan, Campbell, H&Q Group, H&Q California and H&Q Guaranty Finance, the “Reporting Persons”). This Amendment No. 3 amends the Original Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on October 15, 1999 by certain of the Reporting Persons, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on September 5, 2002 by H&Q Group, H&Q California, H&Q Guaranty Finance, Guaranty Finance Management and Campbell (“Amendment No. 1”), as amended by Amendment No. 2 to Schedule 13D filed with the SEC on October 9, 2002 by H&Q Group, H&Q California, H&Q Guaranty Finance, Guaranty Finance Management and Campbell (“Amendment No. 2”).

On February 12, 2002, Alps filed Amendment No. 5 to its Statement on Schedule 13G (as amended to date, the “Alps Schedule 13G”). On February 13, 2002, Fulton & Cole filed Amendment No. 5 to their Statement on Schedule 13G (as amended to date, the “Fulton & Cole Schedule 13G”). The Alps Schedule 13G and the Fulton & Cole Schedule 13G are incorporated by reference herein.

All capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in Amendment No. 1. The Original Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2 (the “Schedule 13D”) is hereby amended as follows:

Item 1. Security and Issuer.

No change since Amendment No. 2 (“No Change”).

Item 2. Identity and Background.

No Change, except the following:

The Reporting Persons, except for H&Q Group, H&Q California and Guaranty Finance Management, are stockholders of Goodrich Petroleum Corporation (the “Issuer”) and are acting as a group (the “Group”), as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The address of Campbell is Unit 31, 550 Davis Street, San Francisco, CA 94111.

Alps is a Virginia limited liability company and is an investment company. Its principal business office is PMB 249, 1718 M. Street, NW, Washington DC 20036.

The D. Case Trust is an investment trust for the benefit of the Estate of Daniel H. Case III. Its address is PMB 249, 1718 M. Street, NW, Washington DC 20036 c/o Ka Po’e Hana LLC.

The address for the D. Case Estate is PMB 249, 1718 M. Street, NW, Washington DC 20036 c/o Ka Po’e Hana LLC.

The address for the S. Case Estate is PMB 249, 1718 M. Street, NW, Washington DC 20036 c/o Ka Po’e Hana LLC.

Michael D. Fulton and Katheryn E. Cole are United States citizens whose business address is 35-10th Ave. W., Kirkland, WA 98033. Fulton & Cole’s principal occupation is investments.

Spitters is a United States citizen whose business address is 746 Webster St., Palo Alto, CA 94301.

Campbell Associates is a Nevada family partnership with a business address of Unit 31, 550 Davis Street, San Francisco, CA 94111.

The Plan is a money purchase pension plan. The address of the beneficiary is Unit 31, 550 David Street, San Francisco, CA 94111.

To the best knowledge of the Reporting Persons, during the last five years none of the Reporting Persons or their officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

No Change.

Item 4. Purpose of Transaction.

No Change, except that on January 16, 2003, the Reporting Persons, except for H&Q Group, H&Q California and Guaranty Finance Management, entered into an Agreement (the “Agreement”) whereby they agreed to form the Group for the purpose of coordinating the disposition of some or all of the Common Stock beneficially owned by them (the “Possible Disposition”). As of the date of the Agreement, an aggregate of 6,593,483 shares of Common Stock beneficially owned by the Reporting Persons is subject to the Agreement (the “Group Shares”). This amount excludes any shares of Common Stock issuable to a Reporting Person upon conversion of the Issuer’s Series A Preferred Stock.

Pursuant to the terms of the Agreement, each Reporting Person has agreed that for 150 days from the date of the Agreement, without the consent of Reporting Persons representing at least 75% of the shares of Common Stock subject to the Agreement, that such Reporting Person will not, and will not agree or commit to (by grant of options or otherwise), sell, transfer, assign or otherwise dispose of the Common Stock beneficially owned or hereafter acquired by such Reporting Person except (i) in a corporate transaction requiring the approval of the holders of a majority of the outstanding Common Stock and as to which the requisite approval of the Issuer’s stockholders shall have been obtained, (ii)

pursuant to an offer to purchase not less than all outstanding shares of Common Stock (other than the shares owned by the offeror or offerors), which the Issuer’s Board of Directors shall not have determined is inadequate or not in the best interests of the stockholders of the Issuer as a whole, and which an independent investment banker of national reputation as the Issuer may select, shall have determined to be fair and equitable to the Issuer’s stockholders from a financial point of view, (iii) pursuant to an offer to purchase less than all outstanding shares of Common Stock; provided, that the offeror or offerors have entered into an agreement of merger or consolidation or similar agreement with the Issuer that has been approved by a majority of the Issuer’s Board of Directors, and which is to be submitted to the stockholders of the Issuer for approval; or (iv) by gift, will or pursuant to the laws of descent and distribution; provided, that any recipient of shares of Common Stock pursuant to such permitted sale, transfer, assignment or disposition shall be bound by the Agreement as if a signatory thereto.

Nothing in the Agreement restricts the rights of any Reporting Person to vote (including, without limitation, the right of any Reporting Person to vote as he, she or it wishes on the Possible Disposition), and nothing in the Agreement restricts the rights of any Reporting Person to sell or dispose of shares of the Common Stock except as specifically set forth in the Agreement. Under the Agreement, there are no grants of proxies as to voting the Group Shares.

The Group’s current desire is to sell the Group Shares at a price which reflects the value of the Issuer’s assets, which the Group believes to be significantly greater than the price at which the Common Stock has been trading recently. The Group expects to value the Group Shares using the Estimated Net Proved Oil and Gas Reserves and the related Standardized Measure of Discounted Future Net Cash Flows Related to Proved Oil and Gas Reserves prepared by the Issuer’s independent petroleum engineering consultants and the other financial information provided in the Issuer’s audited financial statements.

Notwithstanding the foregoing and the terms of the Agreement, there are no agreements as to the possible form of any coordinated disposition and no prediction can be made as to whether the Possible Disposition will occur. Moreover, the Reporting Persons, subject to the terms of the Agreement which restrict certain actions as described above, reserve the right in their sole discretion to (i) abandon both their intention to dispose of some or all of the Common Stock beneficially owned by them, (ii) cease discussions about a coordinated transaction with any or all of such other Reporting Persons and (iii) withdraw as a member of the Group.

Item 5. Interest in Securities of Issuer.

No Change, except for the following:

The Reporting Persons have formed a Group. 1,440 shares of Common Stock disclosed in Amendment No. 2 as being beneficially owned by Campbell are no longer beneficially owned by him. The following chart amends and restates the chart in Item 5 in Amendment No. 2 and the related disclosure:

Reporting Person	Sole Power⁽¹⁾ to Vote	Shared Power⁽¹⁾ to Vote	Sole Power⁽¹⁾ to Dispose	Shared Power⁽¹⁾ To Dispose	Percentage⁽¹⁾ Of Class (not as a Group)	Aggregate⁽²⁾⁽³⁾ Beneficial Ownership	Percentage^{(2) (3)} Of Class (as a Group)

Alps	1,544,341	0	1,544,341	0	8.4%	6,641,910	32.8%

D. Case Trust	516,286	0	516,286	0	2.9%	6,641,910	32.8%

D. Case Estate	27,000	0	27,000	0	0.15%	6,641,910	32.8%

S. Case Trust	128,663	0	128,663	0	0.72%	6,641,910	32.8%

Fulton & Cole	0	869,507	0	869,507	4.8%	6,641,910	32.8%

Spitters	210,092	0	210,892	0	1.2%	6,641,910	32.8%

Campbell Associates	0	2,442	0	2,442	0.01%	6,641,910	32.8%

H&Q Group	0	2,786,632⁽³⁾	0	2,786,632⁽³⁾	14.6%	6,641,910	32.8%

H&Q California	0	2,786,632⁽³⁾	0	2,786,632⁽³⁾	14.6%	6,641,910	32.8%

H&Q Guaranty Finance	0	2,786,632⁽³⁾	0	2,786,632⁽³⁾	14.6%	6,641,910	32.8%

Campbell	293,518	3,051,703⁽³⁾⁽⁴⁾	293,518	3,051,703⁽³⁾⁽⁴⁾	18.5%	6,641,910	32.8%

Guaranty Finance Management	0	2,786,632⁽³⁾	0	2,786,632⁽³⁾	14.6%	6,641,910	32.8%

⁽¹⁾ Calculated in accordance with Rule 13d-3 of the Exchange Act, excluding shares owned beneficially solely because of the formation of a Group.

⁽²⁾ Calculated in accordance with Rule 13d-3 of the Exchange Act, including shares owned beneficially solely because of the formation of a Group.

⁽³⁾ Includes shares of Common Stock issuable upon the conversion of the Issuer’s Series A Preferred Stock, which Common Stock is excluded from the Group Shares.

⁽⁴⁾ Includes shares of Common Stock held in the name of Campbell Associates and Delaware Charter Guaranty & Trust Co., Custodian for the Plan.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.

No Change, except for the matters disclosed in Item 4 herein.

Item 7. Material to be Filed as Exhibits.

The following exhibits to this Statement on Schedule 13D are filed herewith:

1. Joint Filing Undertaking as required by Rule 13d-1(k).

2. Agreement, dated as of January 16, 2003, by and among Alps, Campbell Associates, the Plan, the D. Case Trust, the D. Case Estate, the S. Case Trust, Fulton & Cole, H&Q Guaranty Finance and Spitters.

SIGNATURE

Each party, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct.

Dated: January 22, 2003

HAMBRECHT & QUIST GROUP

By:	/s/ Steven N. Machtinger
Name: Steven N. Machtinger
Title: Vice President

HAMBRECHT & QUIST CALIFORNIA

By:	/s/ Steven N. Machtinger
Name: Steven N. Machtinger
Title: General Counsel

HAMBRECHT & QUIST GUARANTY FINANCE, LLC

By:	/s/ David Golden
Name: David Golden
Title: Member of Management Committee



	/s/ Donald M. Campbell
Donald M. Campbell

GUARANTY FINANCE MANAGEMENT, LLC


By:	/s/ Donald M. Campbell
	Donald M. Campbell
	Chief Executive Officer and Manager

ALPS INVESTMENT, LLC


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

CAMPBELL ASSOCIATES


By:	/s/ Donald M. Campbell
Name:	Donald M. Campbell
Title:	General Partner

DONALD M. CAMPBELL MONEY PURCHASE PENSION PLAN


By:	/s/ Donald M. Campbell
	Donald M. Campbell
	Beneficiary

DANIEL H. CASE III LIVING TRUST U/A DATED 7/17/00


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

ESTATE OF DANIEL H. CASE


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

STACEY B. CASE LIVING TRUST


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

MICHAEL D. FULTON


By:	/s/ Michael D. Fulton

KATHERYN E. COLE


By:	/s/ Katheryn E. Cole

LAURENCE L. SPITTERS


By:	/s/ Donald M. Campbell
	Donald M. Campbell
	Attorney-in-Fact*


* Pursuant to a Power-of-Attorney granted to Donald M. Campbell in the Agreement

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Exchange Act, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13D with respect to the Common Stock deemed to be beneficially owned by each of them.

The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness or accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information contained therein concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 22nd day of January, 2003.

HAMBRECHT & QUIST GROUP


By:	/s/ Steven N. Machtinger
Name:	Steven N. Machtinger
Title:	Vice President

HAMBRECHT & QUIST CALIFORNIA


By:	/s/ Steven N. Machtinger
Name:	Steven N. Machtinger
Title:	General Counsel

HAMBRECHT & QUIST GUARANTY FINANCE, LLC


By:	/s/ David Golden
Name:	David Golden
Title:	Member of Management Committee




/s/ Donald M. Campbell
Donald M. Campbell

GUARANTY FINANCE MANAGEMENT, LLC


By:	/s/ Donald M. Campbell
	Donald M. Campbell
	Chief Executive Officer and Manager

ALPS INVESTMENT, LLC


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

CAMPBELL ASSOCIATES


By:	/s/ Donald M. Campbell
Name:	Donald M. Campbell
Title:	General Partner

DONALD M. CAMPBELL MONEY PURCHASE PENSION PLAN


By:	/s/ Donald M. Campbell
	Donald M. Campbell
	Beneficiary

DANIEL H. CASE III LIVING TRUST U/A DATED 7/17/00


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

ESTATE OF DANIEL H. CASE


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

STACEY B. CASE LIVING TRUST


By:	Ka Po'e Hana, LLC, its Manager
By:	/s/ Joseph Rymal
Title:	Vice President

MICHAEL D. FULTON


By:	/s/ Michael D. Fulton

KATHERYN E. COLE


By:	/s/ Katheryn E. Cole

LAURENCE L. SPITTERS


By:	/s/ Donald M. Campbell
	Donald M. Campbell
	Attorney-in-Fact*


* Pursuant to a Power-of-Attorney granted to Donald M. Campbell in the Agreement

EXHIBIT 2

AGREEMENT

THIS AGREEMENT (this “Agreement”) is dated as of January 16, 2003 (the “Effective Date”), by and among the undersigned in their individual and/or fiduciary capacities as indicated below (each, a “Holder,” and collectively, the “Holders”).

WITNESSETH:

WHEREAS, each Holder owns or has an interest in the shares of the common stock, par value $0.20 per share (the “Common Stock”), of Goodrich Petroleum Corporation, a Delaware corporation (“Goodrich”);

WHEREAS, each Holder desires to sell its interest in the Common Stock set forth opposite such Holder’s name on the signature pages hereto (the “Disposition”) and has discussed preliminarily with one or more other Holders various other possibilities in that regard;

WHEREAS, the Holders recognize that a Disposition on a coordinated basis under circumstances designed to achieve a fair price for the Holders and to provide liquidity to the Holders is in the mutual best interest of the Company and its stockholders taken as a whole, including the Holders;

WHEREAS, the Holders recognize that the separate sale of the shares of Common Stock held by one or more of them could substantially interfere with the ability to sell any of such shares;

WHEREAS, prior to the Effective Date none of the Holders has agreed to act in concert with any other Holder or any other owner of the Common Stock, except as otherwise disclosed on a Statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”); and

WHEREAS, the Holders believe it to be in their best interest (i) to enter into this Agreement to coordinate their activities as to the Disposition and thus recognize that they may be deemed to have formed a “group,” as such term is used in Section 13(d) under the Securities and Exchange Act of 1934 (the “Exchange Act”), and (ii) to set forth certain other agreements related to the proposed Disposition.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, the parties hereto agree as follows:

1. No Agreement to Act in Concert Prior to the Effective Date. Each Holder represents, warrants and otherwise agrees that prior to the Effective Date such Holder has not agreed (whether orally, in writing or otherwise) to act in concert with any other person for the purpose of acquiring, holding, voting or disposing of equity securities of Goodrich, except as

disclosed on a Statement on Schedule 13D filed with the SEC in accordance with the Exchange Act.

2. Agreement to Act in Concert. Each Holder agrees that as of the Effective Date (i) such Holder agrees to act together for the purpose of consummating the Disposition on terms and conditions acceptable to the Holders, (ii) such agreement may result in the formation of a “group” under Section 13(d) of the Exchange Act, and (iii) the group may be deemed to have acquired beneficial ownership, for purposes of Section 13(d) of the Exchange Act, as of the Effective Date, of all equity securities of Goodrich beneficially owned by the Holders.

3. Fees and Expenses. Each Holder agrees that it will pay the costs and expenses, including, without limitation, the fees, expenses and disbursements of counsel, incurred by or on behalf of the Holders in connection with the negotiation and consummation of the Disposition transactions contemplated herein, including, without limitation, the preparation and filing of any Statement on Schedule 13D or any amendment thereto, in accordance with the proportion that the number of shares of Common Stock listed next to such Holder’s name on the signature pages hereto bears to the total number of shares of Common Stock listed on the signature pages hereto.

4. No Restrictions. Nothing in this Agreement shall restrict the rights of any Holder to vote (including, without limitation, the right of any Holder to vote as he, she or it wishes on the Disposition), and nothing in this Agreement shall restrict the rights of any Holder to sell or dispose of shares of the Common Stock except as specifically set forth herein.

5. Agreement Not to Sell, Etc. Each Holder agrees that for 150 days from the date hereof, without the consent of Holders representing at least 75% of the shares of Common Stock subject to this Agreement at the time, he, she or it will not, and will not agree or commit to (by the grant of options or otherwise), sell, transfer, assign or otherwise dispose of the Common Stock beneficially owned or hereafter acquired by him, her or it, or in which he, she or it has or hereafter acquires an interest, except

(a) in a corporate transaction requiring the approval of the holders of a majority of the shares of outstanding Goodrich Common Stock and as to which the requisite approval of the Goodrich stockholders shall have been obtained;

(b) pursuant to an offer to purchase not less than all outstanding shares of Common Stock (other than the shares owned by the offeror or offerors), which the Goodrich Board of Directors shall not have determined is inadequate or not in the best interests of the stockholders of the Company as a whole, and which an independent investment banker of national reputation as the Company may select, shall have determined to be fair and equitable to the Company’s stockholders from a financial point of view;

(c) pursuant to an offer to purchase less than all outstanding shares of Common Stock; provided, that the offeror or offerors have entered into an agreement of merger or consolidation or similar agreement with the Company that has been approved by a majority of the Goodrich Board of Directors, and which is to be submitted to the stockholders of the Company for approval; or

(d) by gift, will or pursuant to the laws of descent and distribution; provided, that any recipient of shares of Common Stock pursuant to a sale, transfer, assignment or disposition under clause (d) of this paragraph 5 shall be bound by this Agreement as if a signatory hereto.

6. Beneficial Ownership. As used in this Agreement, the phrases “beneficial ownership,” “beneficially owned” or phrases of similar import shall have the meanings ascribed to such phrases in accordance with Section 13 of the Exchange Act.

7. Effectiveness. This Agreement will become effective to each Holder upon the execution hereof by such Holder.

8. Additional Parties. It is recognized that other stockholders of Goodrich may wish to join this Agreement. Any stockholder wishing to do so may do so by executing a counterpart copy of this Agreement and setting forth next to his, her or its signature the number of shares of Common Stock to which he or it has an interest. The term “Holder” shall include any stockholder of Goodrich who becomes a party to this Agreement in accordance with the provisions of this paragraph 8.

9. Remedies. The Holders agree that legal remedies for breach of this Agreement will be inadequate and that this Agreement may be enforced by injunctive or other equitable relief.

10. Binding Effect. All authority herein conferred to agreed to be conferred by a Holder shall survive the death or incapacity of the Holder. This Agreement shall inure to the benefit of, and be binding upon, each of the parties hereto and each of their respective heirs, personal representatives, successors and assigns.

11. Notices. All notices given pursuant to this Agreement shall be in writing and sent by registered or certified mail, return receipt requested, to the party or parties to be given such notice at his, her or its address set forth next to his, her or its signature hereto or to such other address as such party to be given notice may have communicated to the sending party, provided such communication is received.

12. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall together constitute one and the same instrument.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

14. Amendments. This Agreement may not be amended or modified, except by a writing duly and validly executed by each of the Holders.

15. Capacity. Each party to this Agreement, by his, her or its execution hereof, shall have signed and entered into the Agreement in all capacities set forth on the signature pages hereto.

16. Filing Documents. Each party to this Agreement, by his, her or its execution hereof appoints each of Donald M. Campbell or David Yao as his, her or its attorney-in-fact to sign any documents which any of said attorneys-in-fact believes may be required to be filed with any government agency as a result of this Agreement, including, without limitation, a Statement on Schedule 13D under the Exchange Act and all amendments to such Statements. Each of the undersigned will provide the information to be used in this connection.

[Signatures on following pages]