SecProbe.io

November 7, 2014

Via E -mail
Mr. Scott Hean
Chief Financial Officer
Quaterra Resources Inc.
1100-1199 West Hastings Street
Vancouver, British Columbia
Canada V6E 3T5

Re: Quaterra Resources Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2013
Filed March 31, 2014
File No. 001 -33965

Dear Mr. Hean :

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 comments 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  20-F for the Fiscal Year Ended December 31, 2013.

D. Property, Plants and Equipment page 15

1.   We note that the results of your preliminary economic assessments include inferred
resources.  Our understanding of National Instrument 43 -101 is that the results of a
preliminary economic assessment that includes inferred resources should include
language stating that the assessment is preliminary in nature, includes inferred resources
that are considered too speculative geologically to have economic co nsiderations applied
to them, and that there is no certainty that the assessment will be realized.  Please advise.

2. We note your disclosure on page 26 regarding 124 million tons of mineralized material.
Please tell us if this estimate is considered a h istorical estimate.  If so, our understanding

Mr. Scott Hean
 Quaterra Resources Inc.
 November 7, 2014
 Page 2

 of National Instrument 43 -101 is that historical estimates should include the language
listed under section 2.4 of National Instrument 43 -101.  Please advise.

We urge all persons who are responsible for the ac curacy 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 fac ts 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 comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not as sert 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 John Coleman  at(202)551 -3610  if you have questions regarding
engineering comments.

Sincer ely,

 /s/ John Reynolds

John Reynolds
Assistant Director