SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
November 16, 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.
Registration Statement on Form S-1
 Filed October 26, 2007
 Amendment No. 1 to Form S-1
Filed November 13, 2007
 File No. 333-146953

Dear Mr. Coffield:

This letter is a follow-up to the oral comments given your counsel on November
13, 2007.  We have limited our review of your filings to those issues we have addressed
in our comments.   Where indicated, we think you should revise your document 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 information so we may better understand your disclosure.  Af ter 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 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.
November 16, 2007 Page 2
General
1. We note that you have filed your Form 10-QSB for the quarter ended September
30, 2007.  Please update your financial statem ents in accordance with Item 3-01(f)
of Regulation S-X.  Also, update as appropr iate all of the related disclosure in
your registration statement.
2. In accordance with the requirements of Regulations C and S-T, file via EDGAR a marked version of the amended registration statement at the time you file each amendment.  In this regard, we note that no marked version accompanied the
filing of Amendment No. 1 to the registration statement.  Please also file a copy of Amendment No. 1 that ma rks all of the changes made from the original S-1.
On the cover page of your next amendment,  note that it is Amendment No. 2.

Principal and Selling Shareholders, page 69
3. Update the information on your benefici al ownership and selling shareholder
tables to a more recent date. We note that the information on the beneficial
ownership table is as of August 13, 2007 a nd on the selling shareholder table is as
of September 15, 2007.

Plan of Distribution, page 82
4. You indicate on page 84 that any broker de alers that are involved in selling shares
“may” be deemed to be underwriters.  Id entify by name the selling shareholders
who are broker-dealers, and state specif ically that they are underwriters.

Exhibit Index

Exhibit 5.1
5. The opinion of counsel that you have filed is  limited to the statut es of the state of
Nevada.  The opinion must also be based on the rules and regulations underlying the applicable statutory provisions and applicable judicial and regulatory
determinations. Obtain and refile an opinion that is not so limited.

Closing Comments

As appropriate, amend the registration st atement in response to these comments.
You may wish to provide us with marked c opies of the amendmen ts to expedite our
review.  Please furnish a cover letter with your amendments 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 amendments and responses to our comments.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
November 16, 2007 Page 3

 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
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.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
November 16, 2007 Page 4
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.

  Please contact Donna Levy at (202) 551-3292 or me at (202) 551-3745 with any
questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: Brett White, Esq.
Donna Levy