SecProbe.io

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

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010

February 14, 2007

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

Re: Gran Tierra Energy Inc.
  Registration Statement on Form SB-2
Filed January 24, 2007
 File No. 333-140171

Dear Mr. Coffield:

We have limited our review of the above filing to the areas upon which we have
issued comments.  Where indicated, we th ink 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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form SB-2

General

1. We note that we recently issued comment s on another registration statement on
Form SB-2 that you filed on March 1 0, 2006 with the file number 333-132352.
All comments that we issued relating to that Form SB-2 should also be reflected
in the more recent one that you filed on January 24, 2007 with the file number
333-140171.  Similarly, both documents should provide consistent disclosure.
Please note that we will need time to review any additional disclosure.  We may have further comment.

Mr. Dana Coffield
Gran Tierra Energy Inc.
February 14, 2007 page 2

Selling Stockholders, page 17

2. Please disclose the natural persons who ex ercise voting and/or dispositive powers
with respect to the securities to be offered for resale by each  of the selling
shareholders.  For example, we note th at you have not iden tified the natural
persons who exercise voting and/or dis positive powers with respect to the
securities to be offered for resale by Ba ncor Inc.  See Interpretation I.60 of the
July 1997 manual of publicly available CF telephone interpretations, as well as
interpretation 4S of the Regulation S- K portion of the March 1999 supplement to
the CF telephone interpretation manual.

Closing Comments

As appropriate, please amend the above f ilings in response to these comments.
You may wish to provide us with a marked copy of the amendment to expedite our
review.  Please furnish a cover letter with  your amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and 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 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.

 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.

Mr. Dana Coffield
Gran Tierra Energy Inc.
February 14, 2007 page 3

 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
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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.

Please contact Jason Wynn at (202) 551-3756 or, in his absence, me at (202) 551-
3685 with any other questions.  Direct all correspondence to  the following ZIP code:
20549-7010.

         S i n c e r e l y ,

         H .  R o g e r  S c h w a l l
         A s s i s t a n t  D i r e c t o r

cc:   J. Wynn

via facsimile
Jason Scott, Esq.
McGuire Woods LLP
(704) 353-6181