SecProbe.io

June 4, 2015

Via E -Mail
Mr. James Rozon
Chief Financial Officer
Gran Tierra Energy Inc.
200, 150 13th Avenue S.W.
Calgary, Alberta
Canada T2R 0V2

Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001 -34018

Dear  Mr. Rozon :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
54

Overview, page 54

1. We note disclosure in your filing indicating your plans are being materially impacted by
the recent decline in oil and gas prices.  For example, the following excerpts in your 2014
Form 10 -K pertaining to your oil and gas reserves, development plans, and accounting,
indicate measureable effects may be known and anticipated.  We note similar disclosures
in your March 31, 2014 Form 10 -Q.

Mr. James Rozon
Gran Tierra Energy Inc.
June 4, 2015
Page 2

  "Largely as a result of the current low commodity price environment, we reevaluated
our business strategy with a renewed focus on balancing the return and risk of our
exploration and development projects" (page 21)
 "If Brent oil prices continue to averag e $52.00 per bbl or below, we believe it is
reasonably likely that we would record a ceiling test impairment loss on our Brazil
cost center in the first or second quarter of 2015 and our Columbia cost center in the
fourth quarter of 2015." (page 81)
We als o note your capital budget for 2015 is $140 million, which is a reduction from
your previously announced budget of $310 million and your capital expenditures of
$416.2 million in 2014.
Items 303(a)(1), (2)(ii) and (3)(ii) of Regulation S -K require you to  address the
reasonably likely effects of trends and uncertainties on liquidity, capital resources, and
results of operations. Quantification of the material effects of known material trends and
uncertainties should be provided to the extent quantitative i nformation is reasonably
available.
Unless you have determined that it is not reasonably possible that a continuation of the
current economic environment would lead to material adverse effects, revise your
disclosure to provide quantified information regar ding the reasonably possible effects of
a continuation of current commodity prices on your reported reserve volumes and ceiling
tests under the full cost methodology to the extent that quantified information is
reasonably available .  For example, if the de velopment plans underlying your disclosed
reserves will not be undertaken if prices do not increase, quantify the extent to which
proved reserves are associated with such plans.  Similarly, if the current economic
environment indicates the amounts capitali zed for oil and gas prices are not expected to
be recoverable, disclose the extent to which you anticipate a write -down in the event that
prices do not increase.  Given the method by which the ceiling test is performed under the
full cost methodology, we w ould expect you to have a reasonable basis to quantify
reasonably possible near -term impacts of ceiling test impairments (using price
information that is more current when filing your report than was utilized in the
computation for the period covered by th e report).

Refer to the guidance in FRC §§ 501.12.a, 501.12.b.3, and 501.14 (Sections III.A, III.B.3,
and V of SEC Release Nos. 33 -8350; 34 -48960; FR -72), as it relates to disclosures in an
introductory section or overview, the effects of material trends and uncertai nties, and
critical accounting estimates.

Mr. James Rozon
Gran Tierra Energy Inc.
June 4, 2015
Page 3

 Form 8 -K

2. We note the executive changes which were announced via press release on February 2,
2015.  It appears that these events may have required reporting under Item 2.06 of Form
8-K.  Explain to us ho w evaluated your reporting requirements with respect to th ese
change s.

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 the information the Securities Exchange Act  of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comme nts 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.

You may contact Joseph Klinko at (202) 551 -3824, Kimberly Calder at (202) 551 -3701
or me at  (202) 551 -3489  with any questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant