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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      April 7, 2006

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

      Re:	Gran Tierra Energy Inc.
      Registration Statement on Form SB-2
      	Filed March 10, 2006
      	File No. 333-132352

      	Form 10-KSB for the fiscal year ended December 31, 2005
      	Filed March 10, 2006
      	File No. 333-111656

Dear Mr. Coffield:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, 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 review 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.

General

1.	You will expedite the review process if you address each
portion
of every numbered comment that appears in this letter.  Provide
complete responses and, where disclosure has changed, indicate
precisely where in the marked version of the amendment you file we
will find your responsive changes.  Similarly, to minimize the
likelihood that we will reissue comments, please make
corresponding
changes where applicable throughout your document.  For example,
we
might comment on one section or example, but our silence on
similar
or related disclosure elsewhere does not relieve you of the need
to
make appropriate revisions elsewhere as appropriate.

Cover Page of the Prospectus

2.	Please highlight the reference to the risk factors discussion
later in the prospectus by prominent type or in another manner.

Summary

Our Company, page 1

3.	Please briefly describe the recent reverse takeover and
provide
the more detailed description in the Business section of the
prospectus.  The Summary section should provide a brief overview
of
the key aspects of the filing, and does not need to contain the
detailed information set forth in the prospectus.  Please refer to
503(a) of Regulation S-B.

Goldstrike, page 2

4.	You state that immediately following the share exchange,
Goldstrike disposed of its mineral claims.  We also note the risk
factor regarding your prior business that you have on page 8, and
exhibits 10.5 and 10.11 that you have filed to the registration
statement.  Please provide a brief discussion of the terms of the
split-off in the Business section of the prospectus.

Recent Developments, page 2

5.	Please update your disclosure regarding the loan that
Goldstrike
provided to Gran Tierra Canada to indicate the terms of the loan
and
whether it has been paid off.

6.	Please provide us with copies of all of the documents
relating
to the private placements that closed on September 1, 2005,
October
7, 2005, October 27, 2005, and February 2, 2006

Risk Factors

General

7.	We note that you have a going concern risk.  Please add a
separate risk factor that addresses your ability to continue to
operate as a going concern.

Penalties We May Incur..., page 11

8.	This risk factor is very general and could apply to any
company
in your industry.  Please revise this risk factor to clarify how
it
impacts your business and operations specifically.

Our Business Will Suffer if We Cannot Obtain..., page 13

9.	This risk factor is very general and could apply to any
company
in your industry.  Please revise to make it specific to your
business.  For example, you state that your operations will
require
licenses and permits, and in some cases renewals, from
governmental
authorities.  Please discuss the requirements for these licenses
and
permits, whether you have obtained any permits or licenses or the
status of your pending applications.

Foreign Currency Exchange Rate Fluctuations..., page 13

10.	You state that there may be restrictions on expatriating
proceeds and/or adverse tax consequences associated with funding
local operations.  Please provide more information on the impact
that
these events could have on your operations.  Please also indicate
whether there are, at this time, any such restrictions or tax
consequences.

Selling Stockholders, page 17

11.	In the footnotes to this table, please identify the natural
persons with power to vote or to dispose of the securities offered
for resale by all of the entities listed as selling shareholders.
See Interpretation No. 4S of the Regulation S-K section of the
Division of Corporation Finance`s March 1999 Supplement to the
Manual
of Publicly Available Telephone Interpretations.

Market For Common Equity and Related Stockholder Matters

Equity Compensation Plan, page 27

12.	Explain to us why the warrants issued to investors in the
private placements in September, October and December, 2005 are
listed on the table under "Equity compensation plans not approved
by
security holders."

Management`s Discussion and Analysis

Overview, page 28

13.	We note your auditor`s report includes an explanatory
paragraph
indicating there is substantial doubt about your ability to
continue
as a going concern.  Please disclose specifically within MD&A that
there is substantial doubt about your ability to continue as a
going
concern.  Discuss the pertinent conditions and events that give
rise
to this assessment, the possible effects of such conditions and
events and management`s plans to circumvent such conditions and
events.  Please refer to Section 607.02 of the Financial Reporting
Codification for additional guidance.

14.	You state that your gross revenues were negatively impacted
by
extraordinary weather conditions in North Argentina, which reduced
deliveries in November and December.  Please add a risk factor
that
discusses the impact that severe weather may have on your
operations.

15.	Please provide a discussion of your plan of operations for
the
next twelve months. For example, we note that on page 42 you state
that you will be assessing the
production potential of the Nacatimbay field, including
opportunities
to extend production.

16.	We note you filed Form 8-Ks on February 22, 2006 and March 2,
2006 to announce that you entered into agreements to acquire
interests in certain properties.  Please discuss the announced
acquisitions of (a) a 50% interest in the El Vinalar Block in the
Noroeste Basin of Argentina and (b) participation interests in
eight
properties owned by Compania General de Combustibles S.A. in
northern
Argentina.  Specifically, please discuss the terms of these
agreements, how you intend to fund the acquisitions, and how you
anticipate these interests will impact your future results of
operations and cash flows.  Finally, tell us the reasons you
decided
against disclosing these agreements to acquire property interests
as
subsequent events within your financial statements.   If required
by
Item 601(10)(C) of Regulation S-B, please also file the
acquisition
agreements as exhibits.

Operating Expenses, page 29

17.	Please spell out the acronym DD&A.

Liquidity and Capital Resources

Liquidity, page 29

18.	Please discuss the existence and timing of capital
expenditures
and other known and reasonably likely cash requirements for the
next
twelve months, and expected sources of funding.  Please refer to
section 501.13 of the Financial Reporting Codification for more
information.

19.	In regard to your cash requirements, you indicate that you
believe that your current operations can be maintained from
existing
cashflow and cash on hand barring unforeseen events or a severe
downturn in oil and gas prices.  Also, in Note 1 to the Financial
Statements you state that you expect to incur substantial
expenditures to further your capital investment programs.  Please
specify exactly how long your current cash on hand is expected to
last and when you anticipate having to obtain more funding. We
note
that you state on page 30 that you are currently involved in
financing initiatives.  Please provide more information on those
initiatives.

20.	Please describe to whom and when the $400,000 of restricted
cash
on your balance sheet is payable.  Please also discuss if you have
commitments to set aside additional amounts of restricted cash to
fund future cash calls.  Please add a risk factor, if necessary,
to
discuss risks if you are unable to fund cash calls of any joint
venture.

Critical Accounting Estimates

Oil and Gas Accounting -Impairments, page 31

21.	You indicate that you must assess estimated discounted future
cash flows to determine if properties are impaired and that these
estimates require assumptions about reserves.  You further state
that
the relationship between the reserves estimate and the estimated
discounted cash flows is complex.  Please provide a brief
discussion
of why this relationship is complex and identify the factors and
assumptions that go into making a determination of impairment.
Please
refer to Section 501.14 of the Financial Reporting Codification
for
more information.

Business

The Argentina Acquisitions, page 38

22.	You indicate that Compania General de Combustibles S.A. (CGC)
is
a partner in all three Argentina properties.  Please state whether
your pending acquisition of interests of CGC include any of these
properties.  If so, please discuss how the acquisition would
affect
your operations.

Markets and Competition, page 39

23.	You state that the Palmar Largo oil is shipped by pipeline
and
truck to a nearby refinery and that prices are defined by a
multiyear
contract.  Since these are your principal customers and suppliers,
please file the contracts that you have with the pipeline,
trucking
company and refinery as exhibits.  Please refer to Item 601 (10)
(B)
of regulation S-B.  Please also add risk factors that discuss the
risks to you if you, the pipeline, trucking company or refinery
are
unable to fulfill each of your respective obligations under the
contracts.  We note, for instance, that your gross revenues
decreased
in November and December due to reduced deliveries because of bad
weather.

Environmental Compliance, page 40

24.	Please provide your costs of compliance with environmental
laws.

Employees, page 40

25.	Please update your disclosure in this section to February 28,
2006.  We note that on page 36 you provide this updated
information.

Additional Information, page 40

26.	Please revise your disclosure in this section to indicate
that
you are required to file annual reports, quarterly reports and
other
reports, as that will be your status when the registration
statement
goes effective.

Description of Property, page 41

27.	Please file as an exhibit the consent of Gaffney, Cline and
Associates to be named as experts in the registration statement.

Legal Proceedings, page 44

28.	Please revise your statements in this section to provide the
disclosure, if applicable, required by Item 103 of Regulation S-B.
Please also refer to the Instructions to this Item.

Directors, Executive Officers, Promoters and Control Persons

Board Committees, page 47

29.	Please delete the fourth sentence of the third paragraph of
this
section.

Security Ownership of Certain Beneficial Owners and Management,
page
49

30.	Please add to footnote 8 the identity of the natural person
who
has voting authority for the stock owned by Bank Sal. Oppenheim
jr. &
Cie. (Switzerland) Ltd.

Executive Compensation

Director`s Compensation, page 51

31.	We note your disclosure that there are currently no
compensation
arrangements in place for the board of directors.  However, we
note
that on page 59 you state that options were issued to your
directors.
In addition, we note that under section 4 of your 2005 Equity
Incentive Plan, outside Directors are eligible to receive awards.
Please advise or revise.

2005 Equity Incentive Plan

Summary, page 51

32.	We note that your discussion of the terms of your 2005 Equity
Incentive Plan includes provisions that do not appear to be set
forth
in the plan document you filed as an exhibit to the registration
statement.  For example, you discuss Restricted Stock Units,
Performance Grants, and Stock Awards in the prospectus, but they
do
not seem to be provided for in the plan document. In addition, you
discuss Stock Appreciation Rights as a stand alone award, but
under
the plan document it appears that they may only be issued in
tandem
with options.  Finally, you discuss limits on the amount of shares
and cash that may be awarded to participants during certain
periods,
but these limitations do not appear to be in the plan document.
Conversely, you do not discuss in the prospectus certain features
of
the plan contained in the document, such as reload options. Please
advise or revise.

33.	Please state the persons eligible to receive awards under the
Plan.

Description of Securities

Special Voting Stock, page 58

34.	Please clarify that this stock is held by a trustee for the
benefit of the beneficial owners of the exchangeable shares and
that
the trustee may only cast votes based on the instructions given it
by
each beneficial owner.

Exchangeable Shares, page 58

35.	Please provide a brief description of the Insolvency Exchange
Rights and Automatic Exchange Rights of the holders of the
exchangeable shares, in addition to any other special rights they
have under the Voting Exchange and Support Agreement and the
schedules thereto.  In this regard we note that it appears that
such
holders also have the right to require the redemption of the
exchangeable shares.  Please also briefly describe the several
rights
that 1203647 Alberta Inc. and Gran Tierra have to acquire the
exchangeable shares under the Voting Exchange and Support
Agreement
and the schedules thereto.  Please file both Schedule A and
Schedule
B to the Voting Exchange and Support Agreement as exhibits.

Indemnification; Limitation on Liability, page 59

36.	Please add a brief description of the indemnity provisions
contained in the executive officers` employment agreements, and in
the indemnity agreement filed as exhibit 10.10.  Please also state
who has signed such indemnity agreement(s).

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 61

37.	We note that in conjunction with the reverse takeover, the
registrant has effectively undergone a change in auditors, from
Moen
and Company to Deloitte & Touche.  Please provide the information
required by Item 304 of Regulation S-B as required by Item 23 of
Form
SB-2.  In addition, please file an Item 4.01, Form 8-K to announce
the change in accountant.  Indicate within the Form 8-K that you
should have provided this information within four business days
after
the occurrence of the change in accountant.

Recent Sales of Unregistered Securities, page II-2

38.	In regard to the private placement that occurred on December
14,
2005, it appears from the provisions of Section 2 of the
Subscription
Agreement that the offering may not have closed, since only
1,343,222
units were sold in that offering and the section 2 provides that
closing will occur when 2.5 million units are sold.  Please

advise or revise.  Please also file as an exhibit the Escrow
Agreement referred to in section 2 of the Subscription Agreement.

39.	We note that you state that each of the three private
offerings
recently conducted by you were exempt from registration under