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    [Cooley
      Godward Kronish LLP Letterhead]

    VIA
      EDGAR

    October
      7, 2008

    H.
      Roger
      Schwall

    Assistant
      Director

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:

              Gran
                Tierra Energy Inc.

                Registration
                  Statement on Form S-3

                File
                  No. 333-153376

                Filed
                  September 9, 2008

                Preliminary
                  Proxy Statement on Schedule 14A, as revised

                File
                  No. 1-34018

                Filed
                  September 30, 2008

    Dear Mr. Schwall:

    On
      behalf
      of Gran Tierra Energy Inc. (“Gran
      Tierra”),
      we
      are responding to comments received from the staff (the “Staff”)
      of the
      Securities and Exchange Commission (the “Commission”)
      by
      letter dated October 7, 2008, with respect to the registration statement and
      preliminary proxy statement referenced above (the “Comments”).
      The
      numbering of the paragraphs below corresponds to the numbering of the Comments,
      which for the Staff’s convenience have been incorporated into this response
      letter. Capitalized terms not defined in this letter have the meanings assigned
      to them in the Preliminary Proxy Statement.

    Form
      S-3

              1.

              Briefly
                explain to us why you believe that Form S-3 is the appropriate form
                on
                which to register this
                transaction.

    We
      believe that Gran Tierra should be able to use Form S-3 to register the shares
      of Gran Tierra common stock issuable upon redemption, retraction or other
      exchange of the GTE-Solana Exchangeable Shares for the following
      reasons:

    a. The
      Joint
      Proxy Statement on Schedule 14A relates to the authorization to issue the
      GTE-Solana Exchangeable Shares and shares of Gran Tierra common stock in the
      transaction with Solana. These issuances will be made pursuant to Section
      3(a)(10) of the Securities Act of 1933, as amended. As a result, no registration
      of the issuance of these shares is required, and the use of Schedule 14A is
      appropriate. As a result, only the issuance of the Gran Tierra common stock
      upon
      redemption, retraction or other exchange of the GTE-Solana Exchangeable Shares
      requires registration, a process that will occur from time to time over the
      next
      five years.

    b. We
      have
      reviewed precedent in exchangeable share transactions and have seen both Form
      S-4 and Form S-3 used. For example, in the Molson/Coors transaction (SEC Reg.
      No. 333-120776), Form S-3 was used in the same manner as contemplated in the
      Gran Tierra / Solana transaction.

    c. The
      Form
      S-3 is being filed under General Instruction I.B.4.(a)(3) to cover the issuances
      of Gran Tierra common stock upon redemption, retraction or other exchange of
      the
      GTE-Solana Exchangeable Shares. Nancy Wojtas of our firm had previously
      confirmed with Celeste Murphy (who consulted with Anne Nguyen-Parker in the
      branch) regarding the structure of the transaction, and Ms. Murphy confirmed
      that the structure was acceptable so long as the Form S-3 was declared effective
      prior to the mailing of the Joint Proxy Statement to the holders of Gran Tierra
      common stock and Solana common shares (including the Solana stockholders who
      receive the GTE-Solana Exchangeable Shares). Therefore, the issue regarding
      the
      availability of Form S-3 was resolved through the Staff’s interpretation of
      availability and, in reliance on this, Gran Tierra structured the transaction
      using Form S-3.

    d. The
      use
      of Form S-4 appears to be impracticable and inappropriate in this transaction,
      as the Form S-4 is a cumbersome document and would provide a whole host of
      irrelevant information to a holder of GTE-Solana Exchangeable Shares. The
      GTE-Solana Exchangeable Shares will be outstanding for up to five years. Much
      of
      an Form S-4 registration statement would contain information relevant to making
      a decision as to whether to approve the transaction, but irrelevant to whether,
      once the stockholder is a holder of GTE-Solana Exchangeable Shares, to redeem,
      retract or otherwise exchange the GTE-Solana Exchangeable Shares. Form S-3
      would
      provide the information relevant to a holder of GTE-Solana Exchangeable Shares
      without all of the extraneous information. A review of precedent has shown
      companies that use Form S-4 then later convert to Form S-3 after the transaction
      is completed. It appears to be a meaningless exercise to file a Form S-4 and
      then convert it to a Form S-3, and therefore it would be appropriate to use
      the
      form which could be used once the transaction is completed (as, obviously,
      no
      use of the registration statement would be used prior to the closing of the
      transaction).

    Income
      Tax Consequences, Page 8

              2.

              If
                the tax consequences are material to investors, obtain and file opinions
                of tax counsel that clearly indicate the tax consequences. In that
                regard,
                do not suggest that the disclosure you provide is a “discussion [that] is
                of a general nature only” or that you disclose merely a “fair and accurate
                summary of the anticipated material” tax consequences. Make clear in each
                case what portion of the disclosure you provide constitutes counsel’s
                opinion. If counsel is unable to render any type of opinion, including
                a
                reasoned opinion, disclose why that is the case and eliminate any
                suggestion that an opinion is being rendered. We note for example
                the
                disclosure at page 13. See
                Item 601(b)(8) of Regulation
                S-K.

        2

    The
      tax
      consequences of the transaction could be material to investors. If the
      transaction is considered a taxable transaction by the IRS, investors could
      have
      taxable gain but would not receive cash with which to pay their taxes.

    In
      response to the Staff’s comment, the tax disclosure language will be revised to
      address the second sentence of the comment (i.e., the language regarding the
      “general nature” of the discussion and that the discussion is merely a “fair and
      accurate summary” will be deleted). Language will be added to the discussion of
      Canadian Federal Income Tax Consequences, on page 9, encouraging investors
      to
      consult their own tax advisors regarding their particular circumstances.
      Specifically, the second paragraph on page 9 will be revised to add to the
      end
      thereof the following sentence in bold text:

    “Holders
      of exchangeable shares should consult their own tax advisors having regard
      to
      their particular circumstances.”

    In
      addition, the next paragraph beginning with “This discussion is of a general
      nature . . .” will be deleted.

    The
      tax
      disclosure language on page 11 will be revised to clarify that the entire
      discussion under the heading “Material U.S. Federal Income Tax Consequences of
      the Retraction, Redemption or Purchase of Exchangeable Shares” is the opinion of
      U.S. counsel, by revising the first paragraph thereof to read in its entirety
      as
      follows:

    “The
      following discussion in this section entitled “Material U.S. Federal Income Tax
      Consequences of the Retraction, Redemption or Purchase of Exchangeable Shares”
is the opinion of Cooley Godward Kronish LLP, U.S. counsel to Gran Tierra
      Energy, Inc., with respect to the material U.S. federal income tax consequences
      to U.S. Holders of exchangeable shares who exchange their exchangeable shares
      for shares of Gran Tierra common stock in a retraction (a voluntary exchange
      initiated by a holder of exchangeable shares), redemption (an exchange initiated
      by Exchangeco to redeem the exchangeable shares) or purchase (a purchase of
      exchangeable shares by Exchangeco for cancellation) pursuant to the terms set
      forth in the Provisions Attaching to the Exchangeable Shares (Schedule A in
      the
      Plan of Arrangement). This discussion does not address any tax consequences
      arising under the income or other tax laws of any state, local or foreign
      jurisdiction or any tax treaties. It is based on the Internal Revenue Code
      of
      1986, as amended, or the Code, applicable Treasury Regulations, and
      administrative and judicial interpretations thereof, each as in effect as of
      the
      date hereof, all of which may change, possibly with retroactive effect. Any
      such
      change could affect the accuracy of the statements and conclusions discussed
      below and the tax consequences of a retraction, redemption or purchase
      transaction.”

        3

    The
      disclosure language on page 13 that was cited in the Staff’s comment is intended
      to inform the reader that there are two alternative tax positions that could
      apply to the transaction. The disclosure language will be revised to clarify
      that the tax consequences of each alternative is described as part of the
      opinion, by revising the first paragraph thereof to read in its entirety as
      follows:

    “There
      is no direct authority addressing the proper characterization of financial
      instruments with characteristics similar to the exchangeable shares and their
      ancillary rights for U.S. federal income tax purposes. As a consequence, it
      is
      not possible to determine whether the exchangeable shares will be treated as
      shares of Exchangeco stock or shares of Gran Tierra common stock for U.S.
      federal income tax purposes, and, accordingly, Cooley Godward Kronish LLP is
      unable to express an opinion with respect to which such treatment will apply.
      Because the U.S. federal income tax consequences of a retraction, redemption
      or
      purchase transaction will depend on such treatment, it is only possible to
      describe the consequences of each alternative treatment.”

    Preliminary
      Proxy Statement on Schedule 14A

    Gran
      Tierra Proposal 3, Page 174

              3.

              Although
                this proposal relate to an amendment to the fourth article of your
                articles of incorporation, it appears to deal with two different
                matters.
                Namely, you are asking stockholders to approve both (1) an increase
                in the
                number of authorized shares and (2) reducing to majority from unanimous
                the level of board approval required to issue common stock. Please
                unbundle these two proposals, and make the appropriate changes to
                the
                proxy statement and proxy card. See Rule 14a-4(a)(3) of Regulation
                14A and
                the Division of Corporation Finance’s September 2004 Interim Supplement to
                the Manual of Publicly Available Telephone Interpretations. Clearly
                describe each separate matter to be voted upon under its own caption
                in
                the proxy statement. See Rule
                14a-5(a).

    Gran
      Tierra will amend the Preliminary Proxy Statement to cause Proposal 3 to be
      two
      proposals, namely: (a) Proposal 3 will be an amendment to Gran Tierra’s articles
      of incorporation solely to increase the number of shares of authorized common
      stock, and (b) a new Proposal 4 will be added to be an amendment to Gran
      Tierra’s articles of incorporation solely to change the voting requirement by
      the Board of Directors to approve the issuance of Gran Tierra common
      stock.

    *
      * *
      *

        4

    Please
      do
      not hesitate to call me at (650) 843-5191, or Nancy Wojtas of our firm at (650)
      843-5191, if you have any questions or would like any additional information
      regarding this matter.

    Sincerely,

    /s/
      Brett
      White

    Brett
      White

            cc:

              Dana
                Coffield, Chief Executive Officer and President, Gran Tierra Energy
                Inc.

                Martin
                  Eden, Chief Financial Officer, Gran Tierra Energy Inc.

                Nancy
                  Wojtas, Cooley Godward Kronish llp

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