SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628

        December 30, 2009  Mr. John F. Terwilliger President Houston American Energy Corp. 801 Travis Street, Suite 1425 Houston, Texas 77002
 Re: Houston American Energy Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 16, 3009 Definitive Proxy Statement filed on Schedule 14A
Filed April 27, 2009
  File No. 1-32955

 Dear Mr. Terwilliger:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those i ssues we have addressed in our comments.
Please provide a written response to our comments.  Please be as detailed as necessary in
your explanation.  In some of our comment s, 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 re view 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.

Form 10-K

 Natural Gas & Oil Reserves, page 8

1. You state “the reserve data contained in this report represent only estimates.”
Revise your disclosure to clarify that proved reserves  are quantitie s that the
company is reasonably certain of obtai ning or delete those quantities.

John F. Terwilliger
Houston American Energy Corp. December 30, 2009 Page 2  Results of Operations, page 27

2. To the extent practicable, quantify the im pact of each of th e factors cited as
contributing to the increase in revenue.  We note the reference to “principally due.”
 Controls and Procedures

 Changes in Internal Control over Financial Reporting, page 35

3. You disclose that “Except as noted above , no change in our in ternal control over
financial reporting (as defined in Rule  13a-15(f) under the Securities Exchange
Act of 1934) occurred during the fourth qua rter of fiscal 2008 that has materially
affected, or is reasonably likely to materi ally affect, our internal control over
financial reporting.” Please m odify your disclosure to st ate clearly, if correct, that
there were changes in your internal contro l over financial reporting that occurred
during this quarter that have materially affected, or are reasonably likely to
materially affect, your intern al control over financial repor ting. In this regard, we
do not believe the guidance in Item 308(c)  of Regulation S-K allows for such
qualifying language in the disclosure.
 Schedule 14A

Executive Compensation, page 6
4. We note that the NEOs received stock a nd option awards in 2008.  Please provide
the Grants of Plan-Based Awards Table se t forth in Regulation S-K, Item 402(d).
5. In 2008, you awarded an “event specific bonus .”  Please explain what types of
events qualify for this type of a bonus.  Disc uss the criteria that must be met or the
factors considered before awarding this  type of bonus.  Clarify why “the
compensation committee determined that the sale of the company’s interest in the
Caracara prospect represented the ultim ate measure of performance of the
management team in creation of share holder value.” Explain how the amount of
the bonus is determined.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.  Please respond to these comments within 10

John F. Terwilliger
Houston American Energy Corp. December 30, 2009 Page 3  business days or tell us when you will provide us with a response.  Please furnish a letter
that keys your responses to our comment s and provides any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewin g your 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.”
Please contact Parker Morrill at (202) 551- 3696 or, in his absence, me at (202)
551-3745 with any questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director