SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100F Street NE
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
May 4, 2006

VIA US Mail and Facsimile to 403-265-3242
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.
Item 4.01 Form 8-K
 Filed April 20, 2006

 Item 4.01 Form 8-K/A
 Filed April 24, 2006
File No. 333-111656

Dear Mr. Coffield:

We have reviewed your filings and have th e 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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  After re viewing 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 requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.

1. In the third paragraph, describe the nature of  the audit reports on the company’s financial
statements for the two fiscal ye ars prior to the date of cha nge.  See Item 304(a)(1)(ii) of
Regulation S-B.  Specifically identify the two fiscal years as December 31, 2004 and
2003 to avoid confusion with the fiscal  year ended December 31, 2005 which fell
between the dates of change and reporting.

2. Please disclose, if true, that the period for which there were no disagreements or
reportable events with the former auditor c overed the two fiscal years ended December

Mr. Dana Coffield
Gran Tierra Energy, Inc.
Page 2
31, 2004 and continued through the April 12, 2006 reporting date or provide the
disclosure required by Item 304(a)(1)(iv) of Regulation S-B.

3. Provide an updated letter from the former a uditor at Exhibit 16 no ting his agreement with
the changes made pursuant to these commen ts.  See Item 304(a)(3) of Regulation S-B.

As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will respond.  Y ou may wish to provide us with marked copies
of the amendments to expedite our review.  Please furnish a c over letter with your amendments
that keys your responses to our comments and provides any requested information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your amendmen ts and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing in cludes all information required under the Securities
Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are
in possession of all facts relating 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 comme nts, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclosure in its filings;

• staff comments or changes to disclosure in re sponse 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 advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Please contact Gabrielle Malits at (202) 551-3702 with any questions.

Sincerely,

Jill Davis
Branch Chief