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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For Fiscal Year Ended December 31, 2004

Commission file number 1-7940

GOODRICH PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code is (713) 780-9494

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x        No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

At March 24, 2005, there were 21,050,430 shares of Goodrich Petroleum Corporation common stock outstanding. The aggregate market value of shares of common stock held by non-affiliates of the registrant as of March 24, 2005, was approximately $168,534,600 based on a closing price of $19.53 per share on the New York Stock Exchange on such date.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨        No x

At June 30, 2004, the aggregate market value of Goodrich Petroleum Corporation common stock held by non-affiliates was $71,198,700.

Documents Incorporated By Reference

Portions of the registrant’s annual proxy statement, to be filed within 120 days after December 31, 2004, are incorporated by reference into Part III of this Form 10-K.

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GOODRICH PETROLEUM CORPORATION

FORM 10-K

December 31, 2004

INDEX

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PART I

Items 1 and 2.    Business and Properties.

General

Goodrich Petroleum Corporation and subsidiaries (“Goodrich” or the “Company”) is an independent oil and gas company engaged in the exploration, exploitation, development and production of oil and natural gas properties primarily in the Cotton Valley trend of East Texas and Northwest Louisiana and in the transition zone of South Louisiana. The Company owns working interests in 89 active oil and gas wells located in 18 fields in four states. At December 31, 2004, Goodrich had estimated proved reserves of approximately 5.6 million barrels of oil and condensate and 67.7 billion cubic feet (“Bcf”) of natural gas, or an aggregate of 101.21 Bcf equivalent (“Bcfe”) with a pre-tax present value of future net revenues, discounted at 10%, of $241.5 million and an after-tax present value of future net revenues of $180.7 million.

The Company’s principal executive offices are located at 808 Travis Street, Suite 1320, Houston, Texas 77002. The Company also has an office in Shreveport, Louisiana. At March 24, 2005, the Company had 52 employees.

Business Strategy

The Company’s business strategy is to provide long term growth in net asset value per share, through the growth and expansion of its oil and gas reserves and production. The Company focuses on adding reserve value through the careful evaluation and aggressive pursuit of oil and gas drilling and acquisition opportunities. Economic analyses are prepared on each drilling and acquisition opportunity with criteria of adding net present value for every dollar invested. In addition, the Company implements an active hedging program designed to partially reduce commodity price risks in an effort to realize the desired economic returns.

Several of the key elements of Goodrich’s business strategy are the following:

The Company maintains a website at http://www.goodrichpetroleum.com. However, the information on the website does not constitute part of this Annual Report.

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Oil and Gas Operations and Properties

Cotton Valley Drilling Program

Overview.    In the first quarter of 2004, the Company commenced a major new initiative which is focused on a relatively low risk development drilling program in the Cotton Valley trend of East Texas and Northwest Louisiana. The Company spent approximately two-thirds of its total 2004 capital expenditures of $47 million on this drilling and leasehold program and has preliminarily committed a similar percentage of its total 2005 capital expenditure budget of approximately $75 million to the program. As of December 31, 2004, the Company had acquired or farmed in leases totaling approximately 45,000 gross acres, with an average working interest of approximately 85%, and is attempting to acquire additional acreage in the area. As of December 31, 2004, the Company had successfully drilled 14 operated wells targeting the Cotton Valley formation. Subsequent to December 31, 2004, the Company had successfully drilled and/or completed an additional four Cotton Valley wells. As of March 24, 2005, the Company was in the process of drilling another four Cotton Valley wells. The Company’s current Cotton Valley drilling activities are centered about three primary leasehold areas in East Texas and one field in Northwest Louisiana as further described below.

Dirgin-Beckville.    The Dirgin-Beckville area is located in Panola County, Texas. The Company has acquired leases totaling approximately 5,000 gross acres with an average working interest of approximately 90%. As of December 31, 2004, the Company had successfully completed four Cotton Valley wells in the Dirgin-Beckville area.

North Minden.    The North Minden area is located in Rusk County, Texas. The Company has acquired leases totaling approximately 18,000 gross acres with a working interest of 100%. As of December 31, 2004, the Company had successfully completed seven Cotton Valley wells in the North Minden area.

South Henderson.    The South Henderson area is located in Rusk County, Texas. The Company has acquired leases totaling approximately 4,000 gross acres with a working interest of nearly 100%. As of December 31, 2004, the Company had one Cotton Valley well drilling in the South Henderson area.

Bethany-Longstreet.    The Bethany-Longstreet field is located in Caddo and DeSoto Parishes in Northwest Louisiana. The Company commenced a drilling program targeting the Cotton Valley formation in the first quarter of 2004 and had successfully completed three Cotton Valley wells as of December 31, 2004. The Company’s initiative in this area began in the third quarter of 2003, when it obtained, via farmout, exploration rights to approximately 18,000 gross acres in the field. The Company retains continuous drilling rights to the entire block so long as it drills at least one well within 120 days from previous operations. For each productive well drilled under the agreement, the Company earns an assignment to 160 acres. The Company began exploration and development drilling activities in the field and completed three successful wells in a shallower formation in the fourth quarter of 2003. The Company has a 70% working interest in the Bethany-Longstreet field.

Production and Reserves.    For all Cotton Valley wells completed to date, the Company estimates that the initial average gross production rate per well is approximately 1,350 Mcf equivalent (“Mcfe”) of gas per day. This estimated average gross production rate is consistent with the range originally projected by the Company prior to commencing its drilling activities in the Cotton Valley trend. Initial production from the Cotton Valley wells commenced in June 2004, and taking into account the expected decline following the initial production period, the current gross production from the successfully completed wells is approximately 8,500 Mcfe of gas per day, or 5,300 Mcfe per day net to the Company. The Company’s independent reserve engineering firm has estimated that the average gross ultimate reserve of the Cotton Valley wells drilled and completed to date is approximately 1.0 Bcf equivalent (“Bcfe”) per well. The estimated ultimate gross reserve of the most recent nine wells, using a refined completion technique, is approximately 1.25 Bcfe per well.

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The following is a summary description of the Company’s other oil and gas properties.

Louisiana

The majority of the Company’s proved oil and natural gas reserves are in the transition zone of the south Louisiana producing region. This region refers to the geographic area that covers the onshore and in-land waters of south Louisiana lying in the southern half of Louisiana, which is one of the most prolific oil and natural gas producing sedimentary basins. The region generally contains sedimentary sandstones, which are of high qualities of porosity and permeabilities. There is a myriad of types of reservoir traps found in the region. These traps are generally formed by faulting, folding and subsurface salt movement, or a combination of one or more of these conditions.

The formations found in the southern Louisiana producing region range in depth from 1,000 feet to 20,000 feet below the surface. These formations range from the Sparta and Frio formations in the northern part of the region to Miocene and Pleistocene in the southern part of the region. The Company’s production comes predominately from Miocene and Frio age formations.

Burrwood and West Delta 83 Fields.    The Burrwood and West Delta 83 fields, located in Plaquemines Parish, Louisiana, were discovered in 1955 by Chevron. The fields lie upthrown to a large down-to-the southeast growth fault system with the structure striking northeast-southwest and dipping northwestward in a counter-regional direction. The fields have collectively produced over 50 million barrels of oil and 150 Bcf of natural gas. The productive sands are Miocene and Pliocene age sands ranging in depth from 6,300 feet to approximately 11,700 feet. There are currently 19 active producing wells in the fields.

Goodrich acquired a 95% working interest in approximately 8,600 acres of the Burrwood and West Delta 83 fields through an acquisition that closed on March 2, 2000 with an effective date of January 1, 2000. On March 12, 2002, the Company sold a 30% working interest in the existing production and shallow rights, and a 15% working interest in the deep rights below 10,600 feet, in such fields for $12 million to Malloy Energy Company, LLC (“MEC”) led by Patrick E. Malloy, III and participated in by Sheldon Appel, each of whom were members of the Company’s Board of Directors at that time, as well as Josiah Austin, who subsequently became a member of the Company’s Board of Directors. Mr. Malloy is currently Chairman of the Company’s Board of Directors and Mr. Appel retired from the Board of Directors in February 2004. For a further discussion of this transaction, see Note C of the Company’s consolidated financial statements in Item 8.

Lafitte Field.    The Lafitte field is located in Jefferson Parish, Louisiana and was discovered in 1935 by Texaco. The Lafitte field is a large, north-south elongated salt dome anticline feature. There are currently more than thirty (30) defined productive sands, which have collectively produced in excess of approximately 265 million barrels of oil and 320 Bcf of natural gas. The productive sands are Miocene and Pliocene age sands ranging in depth from 3,000 feet to approximately 12,000 feet. There are currently 25 active producing wells in the field. In September 1999, the Company acquired a non-operated working interest of approximately 49% in the Lafitte field with respect to the field’s leases, surface facilities and equipment and a non-operated working interest of approximately 45% in the active producing wells. In November 1999, the Company acquired additional interests, resulting in a field-wide non-operated working interest of approximately 49%.

Second Bayou Field.    The Second Bayou field is located in Cameron Parish, Louisiana and was discovered in 1955 by the Sun Texas Company. Goodrich is the operator of eight producing wells, three of which are dually completed, and has an average working interest of approximately 31% in 1,395 gross acres. To date, the field has produced over 425 Bcf of natural gas and 3.6 million barrels of oil from multiple Miocene aged sands ranging from 4,000 to 15,200 feet.

Plumb Bob.    The Plumb Bob field is located in St. Martin Parish in southern Louisiana and was originally discovered by Texaco in 1939. Apache acquired the field from Texaco in a large divesture package in 1995 and did not drill any additional wells in the field prior to the time it was abandoned in 1997. In September 2003, the

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Company reached an agreement with a subsequent owner to obtain certain rights in the field. The rights include a 70% working interest in oil and gas leases covering approximately 450 acres and 3-D seismic permits with oil and gas lease options covering approximately 17,000 acres. In the fourth quarter of 2003, the Company began workover drilling activities in the field and restored production capability in three wells, one of which is currently producing. In the fourth quarter of 2003, the Company also commenced a 30 square mile 3-D seismic survey which was completed in the second quarter of 2004. Processing and evaluation of the seismic data was completed in late 2004 and the Company will soon determine the extent of its drilling and remaining workover plans in the field.

St. Gabriel.    The St. Gabriel field is located in Ascension and Iberville Parishes in southern Louisiana and was originally discovered by Shell Oil Company in 1939. In July 2004, the Company announced that it had acquired a 70% working interest in 3-D seismic permits and oil and gas lease options enabling it to acquire an approximate 30 square mile 3-D seismic survey over the field. The Company commenced shooting the 3-D seismic survey in July 2004 and data acquisition was completed in September 2004. Processing of the data was completed in November 2004 and evaluation of the data is expected to be completed in April 2005.

Other.    The Company maintains ownership interests in acreage and wells in several additional fields in Louisiana, including the (i) Ada field, located in Bienville Parish, (ii) Lake Raccourci field, located in Terrebonne Parish and (iii) Pecan Lake field, located in Cameron Parish.

Texas

In addition to the areas in Texas indicated previously under “Cotton Valley Drilling Program”, the Company presently has production operations in the eastern and southern regions of Texas, as more fully described below.

Mary Blevins Field.    The Mary Blevins field is located in Smith County, Texas. It was a new discovery that is fault separated from Hitts Lake field, which was discovered in 1953 by Sun Oil. Currently, there are two producing wells in the field in which Goodrich serves as operator, having an approximate 48% working interest in 782 gross acres. To date, Hitts Lake has produced over 14 million barrels of oil and Mary Blevins has produced over 551,000 barrels of oil from the Paluxy B sands, which occur at a depth of approximately 7,300 feet.

Marholl and Sean Andrew Fields.    The Marholl field is a Siluro-Devonian (Fussellman) field in Dawson County, Texas, discovered in 1995 through the use of 3-D seismic. Prior to selling its interest in the field in October 2004, the Company operated two wells in the field with an approximate 23% working interest. The Sean Andrew field in Dawson County, Texas was discovered by the Company in 1994 utilizing the Company’s 375 square mile 3-D seismic database in West Texas. Prior to selling its interest in the field in October 2004, the Company was the operator of two wells in the field and held an approximate 37.5% working interest. In October 2004, the Company sold its operated interests in both the Marholl and Sean Andrew fields, along with its non-operated interests in the Ackerly field, located in Dawson and Howard Counties, to third parties for gross proceeds of $2.1 million and recognized a non-recurring gain of $877,000 on the sale.

Other.    The Company maintains ownership interests in acreage and/or wells in several additional fields in Texas including the (i) Midway field, located in San Patricio County and (ii) Mott Slough field, located in Wharton County.

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Oil and Natural Gas Reserves

The following tables set forth summary information with respect to the Company’s proved reserves as of December 31, 2004 and 2003, as estimated by the Company by compiling reserve information derived from the evaluations performed by Netherland Sewell & Associates, Inc. as of December 31, 2004, and by Coutret and Associates, Inc. as of December 31, 2003.

Reserve engineering is a subjective process of estimating underground accumulations of crude oil, condensate and natural gas that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. The quantities of oil and natural gas that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures and future oil and natural gas sales prices may differ from those assumed in these estimates. Therefore, the pre-tax Present Value of Future Net Revenues amounts shown above should not be construed as the current market value of the oil and natural gas reserves attributable to the Company’s properties.

In accordance with the guidelines of the Securities and Exchange Commission (SEC), the engineers’ estimates of future net revenues from the Company’s properties and the pre-tax Present Value of Future Net Revenues thereof are made using oil and natural gas sales prices in effect as of the dates of such estimates and are held constant throughout the life of the properties, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations. The prices as of December 31, 2004, and 2003 used in such estimates averaged $6.14 and $6.42 per Mcf, respectively, of natural gas and $42.72 and $31.75 per Bbl, respectively, of crude oil/condensate.

Productive Wells

The following table sets forth the number of active well bores in which the Company maintains ownership interests as of December 31, 2004:

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Productive wells consist of producing wells and wells capable of production, including gas wells awaiting pipeline connections. A gross well is a well in which the Company maintains an ownership interest, while a net well is deemed to exist when the sum of the fractional working interests owned by the Company equals one. Wells that are completed in more than one producing horizon are counted as one well. Of the gross wells reported above, eight had multiple completions.

Acreage

The following table summarizes the Company’s gross and net developed and undeveloped natural gas and oil acreage under lease as of December 31, 2004. Acreage in which the Company’s interest is limited to a royalty or overriding royalty interest is excluded from the table.

Undeveloped acreage is considered to be those lease acres on which wells have not been drilled or completed to the extent that would permit the production of commercial quantities of natural gas or oil, regardless of whether or not such acreage contains proved reserves. As is customary in the oil and gas industry, the Company can retain its interest in undeveloped acreage by drilling activity that establishes commercial production sufficient to maintain the leases or by payment of delay rentals during the remaining primary term of such a lease. The natural gas and oil leases in which the Company has an interest are for varying primary terms; however, most of the Company’s developed lease acreage is beyond the primary term and is held so long as natural gas or oil is produced.

Operator Activities

The Company operates a majority in value of its producing properties, and will generally seek to become the operator of record on properties it drills or acquires in the future.

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Drilling Activities

The following table sets forth the drilling activities of the Company for the last three years. (As denoted in the following table, “Gross” wells refers to wells in which a working interest is owned, while a “net” well is deemed to exist when the sum of fractional ownership working interests in gross wells equals one.)

Net Production, Unit Prices and Costs

The following table presents certain information with respect to oil, gas and condensate production attributable to the Company’s interests in all of its fields, the revenue derived from the sale of such production, average sales prices received and average production costs during each of the years in the three-year period ended December 31, 2004.

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The Company’s acquisition strategy for the Gulf Coast Basin calls for the acquisition of mature oil and gas fields with declining production profiles, established production histories and multiple productive sands that have been overlooked and/or starved of capital. Acquisitions of this type generally require significant lease operation, exploration and capital expenditure cash outlays during initial years of ownership. The Company’s Lafitte and Burrwood/West Delta 83 acquisitions in 1999 and 2000, were strategic acquisitions that fit the aforementioned profile, and account for the majority of the unit costs in the periods presented above. The impact of the Cotton Valley drilling program in East Texas and Northwest Louisiana will begin to affect the Company’s unit costs to a greater extent in 2005 and are expected to result in a gradual decrease in lease operating and exploration expenses and a gradual increase in DD&A expense.

Oil and Gas Marketing and Major Customers

Marketing.    Goodrich’s natural gas production is sold under spot or market-sensitive contracts to various gas purchasers on short-term contracts. Goodrich’s natural gas condensate is sold under short-term rollover agreements based on current market prices. The Company’s crude oil production is marketed to several purchasers based on short-term contracts.

Customers.    Due to the nature of the industry, the Company sells its oil and natural gas production to a limited number of purchasers and, accordingly, amounts receivable from such purchasers could be significant. Revenues from these sources as a percent of total revenues for the periods presented were as follows: