SecProbe.io

September 18, 2012

Via E -Mail
Thomas Patton
Chief Executive Officer
Quaterra Resources, Inc.
1100 – 1199 West Hastings Street
Vancouver, BC
V6E 3T5 Canada

Re: Quaterra Resources, Inc.
 Form 40-F for Fiscal Year Ended December 31, 2011
Filed March 30, 2012
File No. 001 -33965

Dear Mr. Patton :

We have reviewed your filing an d 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comm ents apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 40 -F for Fiscal Year End ed December 31, 2011

Exhibit 99.1

Annual Information Form

Mineral Resource Estimate, page 20

1. We note your disclosure of resource estimates below your current economic cutoff grade
in this  section of your filing. Mineral resources must have reasonable prospects for
economic extraction for both operating mines and undeveloped properties with the
reportable resources delimited using an economically based cutoff to segregate resources
from min eralization.  Please remove all resource estimates from your filing which are not
based on an economically derived cutoff.

 Thomas Patton
 Quaterra Resources, Inc.
  September 18, 2012
  Page 2

 2. Please disclose the metal price assumptions, all other key assumptions and parameters
used to prepare all your resource estimates.

History, page s 23, 32, and 33

3. Disclosure using non -SEC reserve definitions and resource estimates is allowed for
Canadian incorporated companies under the exception in Instruction 3 to Paragraph
(b)(5) of Industry Guide 7.  However, a ll mineral reserve s or resource estimates that you
disclose under this provision must meet the standards of National Instrument 43 -101.
Please note disclosure of a non -compliant historical estimate may be disclosed using the
historical terminology if the filer:

 Identifies the source and state of the historical estimate

 Comments on the relevance and reliability of the historical estimate

 to the extent known, provides the key assumptions, parameters, and methods used to
prepare the historical estimate;

 States whether the h istorical estimate uses categories other than those prescribed by
NI 43 -101

 Includes any more recent estimates or data available.

Please modify your filing to comply with the guidance.

Exhibit 99.2

Audited Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 2 Significant accounting policies

Mineral Properties, page 12

4. We note you capitalize costs related to exploration and development expenditures, net of
any recoveries.  Please describe to us and revise future filing s to disclose the nature of
these recoveries and provide the total amount included in the capitalized asset for the
fiscal years presented.

17.  Transition to IFRS , page 40

 Thomas Patton
 Quaterra Resources, Inc.
  September 18, 2012
  Page 3

 5. Please provide us with  the date you used to determine which accounting policies to apply.
Please refer to the guidance in IFRS 1, particularly paragraphs 7 and 8.

6. We note that you do not address the mandatory exceptions, as set forth in paragraphs 14 -
17 and Appendix B of IFRS  1, that  you applied upon the adoption of IFRS. To the extent
that your primary financial statements reflect the use of mandatory exceptions, please
identify the items or class of items to which the exceptions were applied and describe the
accounting prin ciple that was used and how it w as applied. In addition and to the extent
material, also qualitatively describe the impact on the financial condition, changes in
financial condition and results of operations that the treatment specified by IFRS would
have h ad absent these mandatory exceptions. Refer to paragraph 23 of IFRS 1.

Exhibit 99.3

Management’s Discussion and Analysis

Disclosure Controls and Internal Control over Financial Reporting, page 22

7. We note you have referenced Canadian GAAP in this sectio n.  Pl ease confirm to us that
in future filings you will remove this reference as  your financial statements are presented
in accordance with IF RS.

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 responsib le 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 comments 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.

 Thomas Patton
 Quaterra Resources, Inc.
  September 18, 2012
  Page 4

 You may contact Jamie Ke ssel at (202) 551 -3727 or me  at (202) 551 -3871  if you have
questions regarding comments on the financial statements and related matters.  Please co ntact
Ken Schuler at (202) 551 -3718 if you have any questions regarding engineering comments.

Sincerely,

/s/Tia L. Jenkins

 Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining