SEC Company Response from GRAN TIERRA ENERGY INC. (GTE) (CIK 0001273441) (GTE) — Oct 15, 2008

GRAN TIERRA ENERGY INC. (GTE) (CIK 0001273441)
Date: Oct. 15, 2008 · CIK: 0001273441 · Accession: 0001144204-08-057888

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File numbers found in text: 333-153376

Date

Oct. 15, 2008

Author

Gran

Form

CORRESP

Company

GRAN TIERRA ENERGY INC. (GTE) (CIK 0001273441)

Letter

RE:

Unassociated Document

[Gran Tierra Letterhead]

October 15, 2008

Via EDGAR

Securities and Exchange Commission

F Street, N.E.

Washington, D.C. 20549

Gran Tierra Energy Inc.

Registration Statement on Form S-3

File No. 333-153376

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 5:30 p.m. Eastern Time on Wednesday, October 15, 2008 or as soon thereafter as is practicable.

Further, Gran Tierra hereby confirms to the Commission:

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 the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
Gran
Tierra Energy Inc.

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CORRESP
1
filename1.htm

      Unassociated Document

    [Gran
      Tierra Letterhead]

    October
      15, 2008

    Via
      EDGAR

    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

    Ladies
      and Gentlemen:

    The
      undersigned registrant hereby requests that the Commission take appropriate
      action to cause the above-referenced Registration Statement on Form S-3 to
      become effective at 5:30 p.m. Eastern Time on Wednesday, October 15, 2008 or
      as
      soon thereafter as is practicable.

    Further,
      Gran Tierra hereby confirms to the Commission:

              ·

              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 the staff comments and the declaration of
                effectiveness as a defense in any proceeding initiated by the Commission
                or any person under the federal securities laws of the United
                States.

    Sincerely,

    Gran
      Tierra Energy Inc.

    /s/
      Martin Eden

            By:

              Martin
                Eden

    Chief
      Financial Officer

            cc:

              Nancy
                H. Wojtas and Brett D. White

    Cooley
      Godward Kronish llp

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