SecProbe.io

CORRESP
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October 28, 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 September 27, 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 September 27, 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.

Our responses are as follows:

Form 20 – F for the
Fiscal Year Ended December 31, 2004

Summarized Financial and Operational
Data, page 45

Staff Comment No. 1.

1.

“We
have read the material you provided in response to prior comment 1, in
               which you argue for the continued use of the caption “Cash Flow from
               Operations,” for purposes of referring to your non-GAAP measure, and
               retention of your cash flow per unit disclosures, while expressing a
preference                for limiting any disclosure revisions to future filings. You
suggest that such                labeling is common in the industry and widely understood
to be different from                the GAAP-based measure “Cash Provided by
Operating Activities.”               However, it is our observation that these
captions, and similar variations, are                commonly used interchangeably by
reporting companies; and within the accounting,                auditing and reporting
literature, both in Canada and the United States, in                referring to measures
compiled in accordance with GAAP. Further, we do not                interpret the
observations you cite, on non-compliance with CSA Staff Notice                52-306, as
expressly permitting the use of GAAP labeling for non-GAAP                information.
Therefore, we are unable to concur with your view that the                distinction you
perceive is sufficiently clear to investors. Accordingly, we  continue
to believe that you will need to amend your filing to conform your labeling with the
guidance in Item 10(e)(1)(ii)(E) of Regulation S-K.

We
also understand that you believe disclosing measures of cash flow per unit is
accommodated under Section B.2 of Release 33-8176. We ask that you read the

October 28, 2005

Page 2

qualifying
language offered in footnote 11 of that release, stating “… per share measures
that are prohibited specifically under GAAP or Commission rules continue to be prohibited
in materials filed with or furnished to the Commission,” and the transitional
guidance provided by the Division of Corporation Finance in June 2003, specifically the
response to question 11, in Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures, located on our website at the following address:

http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm

Our
FAQ clarifies that “… the GAAP prohibition on presenting cash flow per share is
maintained and per share measures of liquidity continue to be prohibited.” We
continue to believe that your reporting of cash flow per unit is at odds with acceptable
practice.

As
for the requirement to reconcile your non-GAAP measure to the most comparable GAAP-based
measure, we note that while you explain that you have been unable to locate guidance for
identifying the most directly comparable financial measure presented in accordance with
GAAP, you believe the labeling you have utilized creates a perception of your measure as
being cash in nature, while associating it with your comparable measure, and provide
disclosure that is persuasive in this regard. It should be clear why you have selected
earnings over operating cash flows as the most directly comparable GAAP measure. Merely
adding a reconciliation to operating cash flows is not sufficient.

Additionally,
since you disclose on page 50 that your non-GAAP measure “excludes one-time
non-recurring events that may otherwise distort the financial results”, you will
need to demonstrate that your computation is consistent with the guidance in Item
10(e)(1)(ii)(B) of Regulation S-K. Further, we believe that you have not provided the
disclosure necessary to establish the appropriateness of your measure, from which you
have eliminated the effects of recurring items, as we advised would be necessary in our
response to question 8, included in our June 2003 summary of Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures.

Regardless
of whether you are able to reconfigure your disclosures of non-GAAP information to comply
with the guidance in Item 10(c) of Regulation S-K, or find it necessary to remove these
metrics, in conjunction with your amendment, you should provide disclosure explaining
that due to the similarity between labeling previously utilized for your non-GAAP
measure, and that which is often applied to the GAAP-based measure of operating cash
flow, you are either adopting a new caption or are discounting the presentation. Under
either scenario, we believe you should include comparable metrics based on the GAAP
measure of operating cash flows to bridge the transition in your disclosure and
narrative. We reissue prior comment 1.

Enterra’s Response:

The
revised disclosure is included in the amended 2004 Form 20-F filing.

October 28, 2005

Page 3

Staff Comment No. 2.

“With
regard to your response to prior comment 2, please include your revised controls and
procedures disclosure in your amended 2004 Form 20-F filing.”

Enterra’s Response:

The
revised controls and procedures disclosure is included in the amended 2004 Form 20-F
filing.

Staff Comment No. 3.

“We
note your response to prior comment 3, in which you did not provide support for reporting
the non-GAAP metrics in your Canadian GAAP financial statements, but agreed to eliminate
these items from future filings. As with the other matters discussed in this letter, we
believe that limiting compliance to future filings is not sufficient.”

Enterra’s Response:

We
have revised the operating section of the Statements of Cash Flows contained in Enterra’s
consolidated financial statements in response to the Staff’s comment to remove the
subtotal. The U.S GAAP reconciliation in Note 17(k) to our financial statements has been
revised to remove the statement that under U.S. GAAP the subtotal is not permitted to be
shown except as a reconciling item.

Thank you for your review of the
revised filing. If you should have any questions regarding the annual report or our
response letter, please do not hesitate to contact me at (403) 263-0262.

     Sincerely,

     Enterra Energy Trust

     John Kalman

     Chief Financial Officer

cc:

E.
Keith Conrad
         President and Chief Executive Officer