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ENTERRA ENERGY TRUST

September 13, 2005

H. Roger
Schwall

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

Re:

Responses to the Securities and Exchange Commission
Staff Comments dated August 29, 2005,
regarding
Enterra Energy Trust
Form 20-F for fiscal year ended December 31, 2004 filed
July 15, 2005
File No. 000-32115

Dear Mr. Schwall:

This letter responds to the
staff’s comments set forth in the August 29, 2005 letter regarding the
above-referenced Form 20-F (the "2004 Form 20-F"). For your convenience, the staff’s comments are included
below and we have numbered our responses accordingly.

In some of the responses, we have
agreed to change or supplement the disclosures in future filings. We are doing so in the
spirit of cooperation with the staff of the Securities and Exchange Commission, and not
because we believe our prior filing is materially deficient or inaccurate. Accordingly,
any changes implemented in future filings should not be taken as an admission that prior
disclosures were in any way deficient. We have also indicated in some responses that we
believe no change in disclosure is appropriate, and have explained why.

Our responses are as follows:

Summarized Financial and
Operational Data, page 45

Staff Comment No. 1.

1.

“We
note that you disclose a measure labeled Cash Flow from Operations,           with a
footnote explaining that this is a non-GAAP measure. Under General           Instruction
C(e) to Form 20-F, you are required to adhere to the guidance in           Item 10(e) of
Regulation S-K, which places limitations on the disclosure of           non-GAAP
information. Your disclosures diverge significantly from the           requirement in
several respects. As a result, an amendment to your filing will           be necessary to
address the following points.

a.

Your
labeling of this item is too similar to the corresponding GAAP-based           measure
Cash Flow from Operations, and thereby not in compliance with the           requirements
of Regulation S-K, Item 10(e)(1)(ii)(E);

b.

Your
presentation and discussion of your non-GAAP measure is not sufficiently
          balanced with information about the corresponding GAAP-based measure Cash

September 13, 2005

Page 2

 Flow
          from Operations. If you are able to show that your non-GAAP measure is calculated
in a manner that is consistent with the guidance in Item           10(e)(1)(ii)(A), you
will need to present with equal or greater prominence the           most comparable
GAAP-based measure to comply with Item 10(e)(1)(i)(A). You will           also need to
elaborate on your disclosure where such information is presented to           explain how
management uses the non-GAAP measure and the reasons that it           provides useful
information to investors (incremental to the GAAP-based measure           Cash Flow from
Operations);

c.

Given
the importance you place on your non-GAAP measure as the key factor          in
setting your monthly distribution rate, coupled with your labeling of the           item
as a measure of cash flow you will need to reconcile your non-GAAP measure           to
the GAAP-based measure Cash Flow from Operations to comply with the
          requirements of Item 10(e)(1)(i)(B);

d.

Your
presentation of Cash Flow from Operations per Unit conflicts with the
          restrictions placed on unit measures under FRC Section 202.04.”

Enterra’s Response:

After
reviewing your comments and the Form 20-F, we will supplement our disclosures in future
filings to include in the MD&A a presentation of and a reconciliation to “cash provided by operating activities”
when we present “cash flow from operations.”  However, with respect to the 2004 Form 20-F,
we respectfully submit that we believe that we
have in fact complied with the rules regarding non-GAAP measures as set forth below.

We
have addressed each of the items listed under Regulation S-K 229.10 (e) (1) (i),
specifically:

(A)

“A
presentation, with equal or greater prominence, of the most directly
                    comparable financial measure or measures calculated and presented in
accordance                     with Generally Accepted Accounting Principles (GAAP);"

Your
comments in your letter under 1(b) and 1(c) assume that the corresponding GAAP-based
measure would be the GAAP measure of “cash provided by operating activities”.
We have presented net earnings with equal prominence, which is the measure that we
considered to be the most directly comparable financial measure presented in accordance
with GAAP. As a foreign private issuer based in Canada, we are guided by CSA Staff Notice
52-306, paragraph 3: (emphasis added):

“Many
non-GAAP financial measures are derived from net income determined
in accordance with GAAP and, by omission of selected items, present a more positive
picture of financial performance. Terms by which non-GAAP financial measures are
identified include “pro forma earnings”, “operating earnings”, “cash
earnings”, “free cash flow”, “distributable cash”,
“EBITDA”, “adjusted earnings”, and “earnings before one-time
charges”. These terms lack standard, agreed upon meanings and each may be used
differently by different companies and even by the same company from period to period. In
addition, calculations such

September 13, 2005

Page 3

as
return on assets which use an asset base or net income that differs from amounts in the
GAAP financial statements are non-GAAP financial measures”.

There
is no published definition of the “most directly comparable financial measure
presented in accordance with GAAP”. As noted in our reconciliation on page 61 of our
20-F filing, our non-GAAP measure “Cash Flow from Operations” has been derived
from net  income, so we had determined that net income presented in accordance with GAAP is the most
directly comparable financial measure. To further quote from CSA Staff Notice 52-306,
paragraph 9 (emphasis added):

“Staff
is also concerned that some issuers give greater prominence to one or more non-GAAP
financial measures related to earnings than to net income determined in accordance with
GAAP. Non-GAAP financial measures are sometimes the primary focus of earnings releases.
Such releases commonly include comparisons of non-GAAP earnings measures to the previous
quarter and to previously published estimates of earnings, both in aggregate and on a per
share basis, together with absolute and percentage changes. Net income determined
in accordance with GAAP is often presented as secondary to the
non-GAAP measure and commonly lacks a similar level of analysis.”

We had understood this to mean that we
are expected to give equal prominence to net income determined in accordance with GAAP,
and we have done so in our 20-F filing on page 46, as follows:

3 YEAR SUMMARY

     SUMMARIZED FINANCIAL AND OPERATIONAL DATA (in
Thousands except for volumes and per unit amounts)
     Year
2004
     Year
2003
     Year
2002

     Revenue
     $108,293
     $72,097
     $25,746

     Cash flow from operations(1)
     $50,242
     $30,693
     $11,901

     Cash flow from operations per unit - basic(1)
     $2.15
     $1.62
     $0.65

     Cash flow from operations per unit - diluted(1)
     $2.13
     $1.62
     $0.63

Net earnings

$14,764

$5,098

$4,881

     Net earnings per unit - basic
     $0.63
     $0.27
     $0.27

     Net earnings per unit - diluted
     $0.63
     $0.27
     $0.26

(1)    Cash
flow from operations is a non-GAAP measure. Cash flow from operations           is
reconciled to GAAP earnings in the cash flow section below.

We notice a wide range of practice
amongst our peer companies in the oil and gas industry where most companies give equal
prominence to net earnings, while a few companies give equal prominence to cash provided
by operating activities. We have also provided this presentation in our 20-F filing on
the face of the financial statement “Consolidated Statements of Cash Flows”,
where the reader can see each of net income, adjusted for non-cash items, cash flow from
operations, adjusted for working capital changes and cash provided by operating
activities being reconciled to each other. As discussed above, in order to continue to
enhance our disclosure, we will supplement our disclosures in future filings to include
in the MD&A a

September 13, 2005

Page 4

presentation of and reconciliation to “cash provided
by operating activities” when we present “cash flow from operations”.

Your comments in your letter under
1(a) state that the term “cash flow from operations: is “too similar” to
the corresponding GAAP based measure “cash provided by operating activities”.

The Canadian Institute of Chartered
Accountants “CICA” provides guidance on the MD&A, as follows:

220.4

Management
determines those measures of performance that would be useful to readers and should
therefore be disclosed in the MD&A. To the extent that such performance measures
qualify as non-GAAP financial measures as defined by regulators, then care must be taken
to ensure that all necessary disclosures are provided, such as those concerning the
purpose and relevance of such measures and how they reconcile to GAAP financial measures.

As stated on page 6 of our 20-F
filing:

“It is management’s view,
based on its communications with investors during events like conference calls, webcasts
or road shows, that cash flow from operations is most relevant to our investors and
unitholders, especially since the Trust’s conversion to an oil and gas income trust.
Cash flow from operations is extremely relevant to investors because it is the starting
point for setting the monthly distribution level.”

We also notice that the non-GAAP term
“cash flow from operations” is in common usage in filings by companies in the
oil and gas sector, and our investors and analysts have told us that they find this be
extremely relevant.

Since we are required by the CICA to
include measures of performance that would be useful to readers, and since it is
management’s view that “cash flow from operations” is extremely relevant to
investors”, then we feel that it is appropriate to include this term. We believe the
phrase “cash flow from operations” is the commonly used phrase in the oil and
gas industry and is understood by investors to be a non-GAAP number distinct from
“cash provided by operating activities”. The use of a different phrase may be
less clear to investors. To further clarify the difference between the two phrases, we
included the following phrase on page 6 of our 20-F, under the title of “NON-GAAP
ITEMS” (emphasis added):

“Cash flow as presented is not
intended to represent operating cash flow or operating profits for the period nor
should it be viewed as an alternative to cash flow from operating
activities, net earnings or other measures of financial performance
calculated in accordance with Canadian GAAP.”

We would also note that the SEC
Release No. 33-8176 “Conditions for Use of Non-GAAP Financial Measures,” section
B.1.b. – “Foreign private issuers” states that:

“However,
a non-GAAP financial measure that would otherwise be prohibited will be permitted in a
form 20-F filing of a foreign private issuer if the measure is (1) required or expressly
permitted by the standard-setter that establishes the generally accepted accounting
principles used in the foreign private issuer’s primary financial statements

September 13, 2005

Page 5

and
(2) included in the foreign private issuer’s annual report or financial statements
used in its home country jurisdiction or market.”

The Alberta Securities Commission is
our local regulator, and also reviews most other Canadian oil and gas issuers. In their
report “Continuous Disclosure Review Program – 2004 REPORT on the Review of
Financial Statements and MD&A”, dated February 2005 (“2004 Report”),
they have a section on Non-GAAP Financial Measures on page 9. To quote from the 2004
Report (emphasis added):

NON-GAAP
FINANCIAL MEASURES
CSA
Staff Notice 52-306 on Non-GAAP Financial Measures was issued November 14, 2003. While the
Notice sets out a number of expectations, many companies have not:

explained
why the non-GAAP financial measure provides useful information to readers and how
management uses the measure; provided a clear quantitative reconciliation from the
non-GAAP financial measure to the most directly comparable measure calculated in
accordance with GAAP. These reconciliations should be numerical, not simply a narrative
description. Examples noted include EBITDA, EBIT, and cash flow from
operations.

We
have also noted instances of non-GAAP financial measures being presented in the GAAP
financial statements. We consider such presentation inappropriate.

Since the Alberta Securities
Commission, in their interpretation of CSA Staff Notice 52-306, expressly permits the use
of “cash flow from operations”, and such term is included in our annual report
and financial statements filed with the Alberta Securities Commission, and we have
complied with each of the steps listed in the 2004 Report above, we believe we are
permitted to use this term in accordance with Release 33-8176.

We believe this measure is in common usage
in the oil and gas industry and is well-known to investors in the
industry. Most Canadian oil and gas companies use the term, such as Encana Corporation,
ARC Energy Trust, Harvest Energy Trust, Provident Energy Trust, and Petro Canada. Each of
these entities is a “foreign private issuer” and an Exchange Act reporting
company.

The next requirement under Regulation
S-K 229.10 (e) (1) (i) is:

(B)              “A
reconciliation (by schedule or other clearly understandable method),           which
shall be quantitative for historical non-GAAP measures presented, and
          quantitative, to the extent available without unreasonable efforts, for
          forward-looking information, of the differences between the non-GAAP financial
          measure disclosed or released with the most directly comparable financial
          measure or measures calculated and presented in accordance with GAAP identified
          in paragraph (e)(1)(i)(A) of this section;"

September 13, 2005

Page 6

In response to your concerns noted in 1(c),
in future filings we will include a reconciliation to cash provided by operating activities.  However,
with respect to the 2004 20-F, we respectfully submit that we believe that we have in fact complied with the rules
regarding reconciliation because we have presented a reconciliation to net earnings, which is the measure
that we considered to be the most directly comparable financial measure presented in accordance with
GAAP, on page 61 of our 20-F filing, as follows:

     CASH FLOW FROM OPERATIONS (in Thousands except for per unit amounts)

     Q4
     Q4

     Year
     Year

     2004
     2003
     Change
     2004
     2003
     Change

     Net earnings (loss)
     $3,417
     $(5,087)
     167%
     $14,764
     $5,098
     190%

     Add back depletion and depreciation
     11,650
     6,210
     88%
     35,438
     23,306
     52%

     Add back (deduct) amortization of deferred
financing charges
     (18)
     (27)
     33%
     33
     262
     -87%

     Add back (deduct) future income taxes
     (340)
     331
     203%
     (71)
     1,988
     -104%

     Deduct amortization of deferred gain
     -
     -

     -
     (237)
     -100%

     Asset Retirement Expenditures
     -
     (5)
     -100%
     -
     (6)
     -100%

     Add back (deduct) non-cash expense related to
warrants/options
     (606)
     282
     315%
     78
     282
     -72%

     Cash flow from operations
     $14,103
     $1,704
     728%
     $50,242
     $30,693
     64%

In your letter, point 1 (d), you
state that:

“Your
presentation of Cash Flow from Operations per Unit conflicts with the restrictions placed
on unit measures