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   Quaterra Resources Inc.: CORRESP - Filed by newsfilecorp.com

12 November 2014

Mr. John Reynolds
Assistant Director
Division of
Corporation Finance
U.S. Securities & Exchange Commission
100 F
Street, NE
Washington, D.C. 20549

ATTN: Coleman, John [mailto:ColemanJ@sec.gov]

Dear Mr. Coleman:

    RE:
    Quaterra Resources Inc.

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

    Filed March 31, 2014

    File No 001-33965

On behalf of Quaterra Resources Inc. (the “Company”), I am in
receipt of your comment letter dated November 7, 2014 and provide the following
responses:

    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 considerations applied to them, and
      that there is no certainty that the assessment will be realized. Please
      advise.

RESPONSE:

       In future filings and
relevant submissions to the Securities and Exchange Commission (the
“Commission”), the Company will include the cautionary language referenced in
your comment regarding the use of inferred resources. Please note that he
appropriate cautionary notes regarding the use of inferred resources are however
disclosed in the MacArthur preliminary economic analysis (“PEA”), the press
release announcing the PEA and the Company’s corporate presentation. The
technical reports, press release and corporate presentation are all posted on
the Company’s website.

    2.

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

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RESPONSE:

       In future filings and
relevant submissions to the Commission, the Company will include the cautionary
language referenced in your comment. Please note that the statement on page 26
of the Form 20-F regarding 124 million tons of mineralized material refers to
the “residuals” present on the Yerington Mine Site that are present from
previous mining operations at the site. The residuals are referenced in the
MacArthur PEA and the Yerington Mine 43-101 Resource reports, as “mineralized
material” and therefore are neither a 43-101 compliant resource nor a historical
resource. Additional details regarding the residuals are described in the NI
43-101 Technical Reports. The residuals are not included in the resource
estimate at the Yerington site or in the PEA or resource estimate at the
MacArthur site.

* * *

In connection with responding to the staff’s comments, the
Company acknowledges the following:

  the Company is responsible for the adequacy and accuracy of the disclosure
  contained 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.

If you have any questions, please do not hesitate to contact me
at (604) 641-2747.

Yours truly

/s/ Scott Hean

Scott Hean
Chief Financial Officer

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