SecProbe.io

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

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010

April 30, 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.
  Amendment No. 1 to Registration St atement to Form SB-2 on Form S-1
Filed April 13, 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.

Amendment No. 1 to Registration Statement to Form SB-2 on Form S-1

Compensation Discussion and Analysis, page 57

1. We note your disclosure that your Compensation Committee determines
the amount of each element of pay base d on individual accomplishments relative
to “ agreed objectives, operational and financial result s”, and overall corporate
performance.  Please provide further de tails regarding these elements.  For
instance, clearly disclose the pre-de fined objectives, how  the Compensation
Committee determines the objectives, and the weight it gives to each one.

Mr. Dana Coffield
Gran Tierra Energy Inc.
April 30, 2007 page 2

2. Please revise your disclosure to clarify on an individual  basis versus an aggregate
basis, the target levels and perfor mance goals set for each named executive
officer.  If you believe that disclosure of  the targets or other factors would cause
you competitive harm, using the standard you would use if requesting confidential
treatment, please discuss this supplementally.  We may have additional comments
on whether you have met the standard for treating the information confidentially.
Please refer generally to Item 402(b)(2)(ix)  of Regulation S-K and instruction 4 to
Item 402(b) of Regulation S-K.

3. Giving consideration to the aforementi oned comment, if you have established
targets with respect to individual and aggregate b onus amounts for fiscal 2007,
please disclose these as well. Alte rnatively, tell us how you would be
competitively harmed, as in our comment above, and include disclosure that explains how difficult it will be for the executives to achieve the undisclosed target levels.

4. We note that you subscribe to and particip ate in an annual compensation survey
covering oil and gas companies located in  Canada.  Please id entify the name of
this survey and provide us with a copy.

Further, in this regard, we note that  your Compensation Committee “gauges the
elements of pay against the 50th - 75th percentile of this survey for the position
within the peer group for the industry.”  Please iden tify the companies that
comprise this peer group.

Lastly, in describing this survey, you state that surv ey results for 2006 include
salary data from 37,524 incumbents and 158 organizations covering 274
positions.  Please explain the meaning of “incumbents,”  “organizations” and
“positions.”   See Item 402(b )(2)(xiv) of Regulation S-K.

5. We note that no cash bonuses were paid for 2005.  However, it appears from the
Summary Compensation Table that cash  bonuses were paid in 2006.  Please
discuss those bonuses.  For instance, explain why the bonuses were paid and the
basis for the different amounts.  Further, in this regard, please also discuss the
2006 option awards.

Summary Compensation Table, page 59

6. We note footnote (1).  Clarify whethe r columns for Option Awards and “All
Other Compensation” is in U.S. dollars and Canadian dollars.

Agreements with Executive Officers, page 60

7. We note your statement that the respectiv e agreements provide for an initial

Mr. Dana Coffield
Gran Tierra Energy Inc.
April 30, 2007 page 3

annual base salary and pr ovide for unspecified annual bonuses and options as
warranted.  Please provide further deta ils regarding these agreements.  For
instance, better describe these bonuses and options, such as how the amounts will
be determined, when they will be issued, and on what basis they will be awarded.

Closing Comments

As appropriate, please amend the above f iling 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.

 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.
April 30, 2007 page 4

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 questions.  Direct all corre spondence 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
Nancy Wojtas, Esq. and Brett White, Esq.
Cooley Godward Kronish LLP
(650) 849-7400