SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
January 5, 2007

By U.S. mail and facsimile

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.
Amendment No. 3 to Registrati on Statement on Form SB-2
 Filed December 7, 2006
 File No. 333-132352
 Form 10-KSB, as amended, for the fiscal year ended December 31,
 2005
 Form 10-QSB, as amended, for th e fiscal quarter ended September
 31, 2006
 File No. 333-111656

Dear Mr. Coffield:

We have reviewed your filings and have the following comments.   Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 2
Form SB-2/A3

General
1. We note that you have added shares to the Form SB-2 that were sold in a private
placement that closed in June 2006.  Since you originally filed the Form SB-2 in
March 2006, you may not add these shares to  this registration statement.  The
underlying private placement must be comp leted before you first file the resale
registration statement.  Please refer to  the Manual of Publicly Available
Telephone Interpretations, March 1999 Supplement, Interpreta tion 3S(b). This
manual is available from our website at  www.sec.gov.  Please call us to discuss
this issue.
2. Certain comments written on your latest am endment to your registration statement
also pertain to the comparable areas of your Form 10-KSB.

Management’s Discussion and Analysis, page 56
3. We note that you had revenues from ope rations in 2005.  If you also have
revenues from operations in 2006, please revise your MD&A section to comply with Item 303(b) of Regulation S-B.  Specifically, please discuss your financial
condition, with particular emphasis on your futu re prospects, especially in light of
your recent acquisitions.  Do not merely recite information that is evident from the financial statements.  If material , disclose any known trends, events or
uncertainties that are reasonably likely  to have a material impact on your
liquidity, especially in light of your r ecent acquisitions; material commitments for
capital expenditures and expected sources of funds to pay for such expenditures,
especially in light of you r recent acquisitions; and th e causes for any material
changes from period to peri od in your line items.

Directors, Executive Officers Promoters and Control Persons, page 77
4. Provide the information required by Item 407(a) of Regulation S-B in regard to
director independence.

Security Ownership of Certain Beneficial Owners and Management, page 81
5. If applicable, provide the ownership information required by amended Item 403(b) of Regulation S-K.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 3
Executive Compensation, page 83
6. Revise your disclosure in this section to comply with the amended Item 402 of
Regulation S-B.  Information on compen sation for your 2006 fiscal year should
also be included.

Financial Statements – 14% Interest in the Palmar Largo Joint Venture

Schedule of Revenues, Royalties and Operating Costs, page F-118
7. Please amend the registration statement to include an auditor’ s report that opines
on the Schedule of Revenues, Royalties and Operating Costs Corresponding to the
14% Interest in the Palmar Largo Joint Venture for the years ended December 31,
2004 and 2003.
8. Please include all SFAS 69 disclosures that  apply to an income statement only
format as required by SFAS 69, SAB Topic 2:D, questions 5 and 7 and Item 302(b) of Regulation SK.  The inclusion of this information was requested verbally on October 23, 2006.

Exhibits
9. We note your amendment to the registra tion statement only included consents
from accountants that opined on the financ ial statements of Gran Tierra Energy
Inc. for the period January 26, 2005 through December 31, 2005, and the Argosy International, L.P. financial statements for the years ended December 31, 2005
and 2004.  Please amend your filing to include  consents for inclusion of the audit
reports on the financial statements of Gran  Tierra Energy, Inc. for the nine months
ended September 30, 2006, and the Schedules of Revenues, Royalties and
Operating Costs Corresponding to the 14% Interest in the Palmar Largo Joint Venture.

Form 10-KSB, as amended, for the fiscal year ended December 31, 2005

Explanatory  Paragraph
10. Please delete the reference to filing the amendment in response to SEC comments and summarize the changes you made in the amendment.

Form 10-QSB/A for the Interim Period Ended September 30, 2006
11. We note this amendment includes only th e pages you have changed.  Please note
that amendments must set forth the complete text of each item undergoing

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 4
revision.  Therefore, it will be necessary to further amend your filing to include the complete text of your financial statements.

Closing Comments

As appropriate, please amend your Form  10-KSB and Form 10-QSB within ten
days of the date of this lette r or tell us when you will amend it. As appropriate, amend the
registration statement in response to these co mments. You may wish to provide us with
marked copies of the amendments to expedite  our review.  Please furnish a cover letter
with your amendments that keys your re sponses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing your amendments 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 th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d 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.

  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed 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 staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 5
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Jenifer Ga llagher at (202) 551-3706 or, in her absence, Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  Please contact Donna  Levy at (202) 551-3292
or me at (202) 551-3745 with any other questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: Jason Scott, Esq. (facsimile: 704-353-6181)
Jenifer Gallagher
Donna Levy