SecProbe.io

CORRESP
 1
 filename1.htm

 August
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Houston
 American Energy Corp.

 Registration
 Statement on Form S-1 (File No. 333-289142)

 Request
 for Acceleration of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Houston American Energy Corp. hereby requests
for acceleration of the effective date of the above-referenced registration statement so that it becomes effective as of 5:30 p.m. Eastern
Time on Tuesday, August 12, 2025, or as soon thereafter as possible.

 Very
 truly yours,

 Houston
 American Energy Corp.

 By:
 /s/
 Edward Gillespie

 Name:

 Edward
 Gillespie

 Title:

 Chief
 Executive Officer

 cc:
Joseph E. Segilia, Sullivan & Worcester LLP

CORRESP
 1
 filename1.htm

 August
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Houston
 American Energy Corp.

 Registration
 Statement on Form S-1 (File No. 333-289146)

 Request
 for Acceleration of Effective Date

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Houston American Energy Corp. hereby requests
for acceleration of the effective date of the above-referenced registration statement so that it becomes effective as of 5:30 p.m. Eastern
Time on Tuesday, August 12, 2025, or as soon thereafter as possible.

 Very
 truly yours,

 Houston
 American Energy Corp.

 By:
 /s/
 Edward Gillespie

 Name:
 Edward
 Gillespie

 Title:

 Chief
 Executive Officer

 cc:
Joseph E. Segilia, Sullivan & Worcester LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 6, 2025

Edward Gillespie
Chief Executive Officer
Houston American Energy Corp.
801 Travis St., Suite 1425
Houston, TX 77002

 Re: Houston American Energy Corp.
 Registration Statement on Form S-1
 Filed July 31, 2025
 File No. 333-289146
Dear Edward Gillespie:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Joseph E. Segilia, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Houston
American Energy Corp.

 801
Travis Street, Suite 1425

 Houston,
Texas 77002

 VIA
EDGAR

 July
31, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy and Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549-3561

 Attention:
Anuja Majmudar and Irene Barberena-Meissner

 Re:
 Houston
 American Energy Corp.
 Draft
 Registration Statement on Form S-1
 Filed
 July 11, 2025
 CIK
 No. 0001156041

 Ladies
and Gentlemen:

 Set
forth below are the responses of Houston American Energy Corp. (the " Company ," " we ,"
" us ," or " our ") to comments received from the staff of the Division of Corporation
Finance (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "),
by letter dated July 25, 2025, with respect to the Company's Draft Registration Statement on Form S-1, File No. 377-08202, submitted
to the Commission on July 11, 2025. Concurrently with the submission of this letter, we are filing the Registration Statement on Form
S-1 (" Registration Statement ").

 For
reference purposes, the comments contained in the Staff's letter dated July 25, 2025 are reproduced below in italics and the corresponding
responses are shown below the comments. All references to page numbers and captions correspond to the Registration
Statement, unless otherwise specified herein.

 Draft
Registration Statement on Form S-1 submitted July 11, 2025

 Security
Ownership of Certain Beneficial Owners and Management, page 55

 1.
 Please
 revise your disclosure to identify the natural person or persons who have voting and/or investment control of the shares held by
 Bower Family Holdings, LLC and Abundia Financial, LLC. Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.

 RESPONSE :
The Company respectfully acknowledges the Staff's comment and has revised its disclosure on the page 55 of the Registration
Statement.

 Exhibits

 2.
 We
 note your exhibit index indicates that you plan to file form agreements as Exhibits 4.7 and 10.16 through 10.19. Please file executed
 versions of these agreements and ensure that they include any schedules, as applicable, that identify the counterparties.

 RESPONSE :
The Company respectfully acknowledges the Staff's comment and has revised its exhibit index of the Registration Statement,
and has filed executed versions of the agreements.

 *
* * * *

 Please
direct any questions that you have with respect to the foregoing, or if any additional supplemental information is required by the Staff,
to Joseph E. Segilia at jsegilia@sullivanlaw.com of Sullivan & Worcester LLP.

 Very
 truly yours,

 HOUSTON
 AMERICAN ENERGY CORP.

 By:
 /s/
 Edward Gillespie

 Name:

 Edward
 Gillespie

 Title:
 Chief
 Executive Officer

 Enclosures

 cc:
 Joseph
 E. Segilia

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 25, 2025

Edward Gillespie
Chief Executive Officer
Houston American Energy Corp.
801 Travis St., Suite 1425
Houston, TX 77002

 Re: Houston American Energy Corp.
 Draft Registration Statement on Form S-1
 Submitted July 11, 2025
 CIK No. 0001156041
Dear Edward Gillespie:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted July 11, 2025
Security Ownership of Certain Beneficial Owners and Management, page 55

1. Please revise your disclosure to identify the natural person or persons
who have
 voting and/or investment control of the shares held by Bower Family
Holdings, LLC
 and Abundia Financial, LLC. Refer to Item 403 of Regulation S-K and
Exchange Act
 Rule 13d-3.
Exhibits

2. We note your exhibit index indicates that you plan to file form
agreements as Exhibits
 4.7 and 10.16 through 10.19. Please file executed versions of these
agreements and
 ensure that they include any schedules, as applicable, that identify the
counterparties.
 July 25, 2025
Page 2

 Please contact Anuja Majmudar at 202-551-3844 or Irene Barberena-Meissner
at 202-
551-6548 with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Joseph E. Segilia
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Robert Bailey
Chief Financial Officer
Houston American Energy Corp.
801 Travis Street, Suite 1425
Houston, TX 77002

 Re: Houston American Energy Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed February 28, 2025
 File No. 001-32955
Dear Robert Bailey:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Lee McIntyre
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Norton Rose Fulbright US LLP

 1550 Lamar Street, Suite 2000

 Houston, TX 77010-4106 United States

 Direct line +1 713 651 5557

 brian.fenske@nortonrosefulbright.com

 Tel +1 713 651 5151

 Fax +1 713 651 5246

 April
4, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Anuja Majmudar

 Karina
Dorin

 Re:
 Houston American Energy
 Corp.

 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

 Filed on March 25, 2025

 File No. 001-32955

 SEC Comment Letter dated April 2, 2025

 Dear
Ms. Majmudar and Ms. Dorin:

 On
behalf of Houston American Energy Corp. ("HUSA", the "Registrant" or the "Company"), we are submitting
via EDGAR for review by the Securities and Exchange Commission (the "Commission") this response letter and the accompanying
Amendment No. 2 ("Amendment No. 2") to the Registrant's above-referenced Amendment No. 1 to Preliminary Proxy Statement
on Schedule 14A ("Amendment No. 1"). This letter and Amendment No. 2 reflect the Registrant's respectful acknowledgement
and responses to the comments received from the staff of the Commission (the "Staff") contained in the Staff's letter
dated April 2, 2025 (the "Comment Letter"), and certain other updated information. For your convenience, the Registrant is
providing to the Staff a supplemental typeset copy of Amendment No. 2 marked to indicate the changes from Amendment No. 1.

 The
Staff's comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of
the Registrant are shown below each comment. All references to page numbers in the Registrant's responses are to the page numbers
in Amendment No. 2.

 Norton
Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

 Norton
Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright
South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose
Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each
entity, with certain regulatory information, are available at nortonrosefulbright.com.

 Ms.
Majmudar and Ms. Dorin

 Securities and Exchange Commission

 April
4, 2025

 Page 2

 Amendment
No. 1 to Preliminary Proxy Statement on Schedule 14A filed March 25, 2025

 Risk
Factors, page 19

 1. We
 note your response to prior comment 5 states that the Share Exchange will result in a change
 of control, with Abundia Financial, LLC holding 84.6% of your then outstanding shares of
 common stock. Please disclose whether the company will be a "controlled company"
 and, if applicable, include risk factor disclosure discussing the effect, risks and uncertainties
 of being a controlled company. Please also ensure that the percentage of shares to be held
 by Abundia Financial, LLC is consistent throughout your proxy statement. In this regard,
 we note your disclosure on page 70 indicating that Abundia Financial, LLC will hold approximately
 90.7% of your issued and outstanding common stock following the Share Exchange.

 Response : The Registrant included
disclosure regarding the combined company's status as a "controlled company" on the cover letter and page 50 of
Amendment No. 2. The Registrant has revised the Risk Factors section on page 37 of Amendment No. 2 to include disclosure
regarding the combined company's status as a "controlled company" and the effect, risks and uncertainties of being
a controlled company. The Registrant has also revised the disclosure on page 74 of Amendment No. 2 to correctly
indicate that Abundia Financial, LLC will hold approximately 84.6% of the issued and outstanding Common Stock following the Share
Exchange.

 Background
to the Share Exchange and AGIG Transaction, page 45

 2. We
 note your disclosure that the parties agreed on an indicative valuation for AGIG of approximately
 $300 million. Please identify the individuals that participated in the discussions and discuss
 how the parties arrived at this valuation. In addition, please identify the date the indicative
 valuation of $300 million was agreed and explain the reasons the initial share consideration
 increased from AGIG receiving 86% to 95% and then ultimately 94% of your outstanding shares.

 Response :
The Registrant has revised the disclosure on pages 46-47 of Amendment No. 2 to provide greater detail regarding the indicative
valuation of approximately $300 million for AGIG, including the individuals who participated in the discussions, how the parties
arrived at the valuation, the date on which the valuation was agreed, and the adjustments to the initial share consideration for
AGIG.

 3. We
 note your disclosure that in August 2024, Univest identified the potential for a transaction
 with AGIG while assisting you with your assessment of growth options and that Univest acted
 as placement agent in connection with your private placement with BFG, a AGIG unitholder,
 on November 8, 2024. We also note that on November 25, 202[4], AGIG formally engaged Univest
 as an advisor to provide corporate finance and strategic advice regarding the potential sale
 of AGIG. Disclose how your board considered any related conflicts of interest in negotiating
 and approving the Share Exchange Agreement and include risk factor disclosure highlighting
 the potential conflicts of interests involving Univest due to its role as placement agent
 in your November 2024 private placement, its role in your assessment of the Share Exchange
 and its role as AGIG's advisor in connection with the Share Exchange. In this regard,
 we note that Univest will receive a fee equal to 3.5% of the aggregate transaction value,
 payable in shares of your common stock, upon completion of the Share Exchange.

 Response :
The Registrant has revised the disclosure on page 48 of Amendment No. 2 to provide further information on how the Registrant's
board of directors considered any related conflicts of interest in negotiating and approving the Share Exchange Agreement. The Registrant
has also revised the Risk Factors disclosure on page 36 of Amendment No. 2 to disclose the risks associated with the potential
conflicts of interests involving Univest Securities, LLC due to its role as placement agent in the Registrant's previous
private placement, its role in the Registrant's assessment of the Share Exchange, its role as AGIG's advisor in connection
with the Share Exchange, and its compensation that is contingent on the completion of the Share Exchange.

 Ms.
Majmudar and Ms. Dorin

 Securities and Exchange Commission

 April
4, 2025

 Page
3

 Opinion
of HUSA's Financial Advisor, page 65

 4. We
 note your response to our prior comment 2. Please revise to quantify any compensation paid
 or to be paid to Evans & Evans in connection with its role as financial advisor in connection
 with the Share Exchange. Refer to Item 14(b)(6) of Schedule 14A and Item 1015(b)(4) of Regulation
 M-A.

 Response :
The Registrant has revised the disclosure on page 65 of Amendment No. 2 to quantify the compensation paid to Evans &
Evans in connection with its role as financial advisor in connection with the Share Exchange, as required by Item 14(b)(6) of Schedule
14A and Item 1015(b)(4) of Regulation M-A.

 5. Please qualitatively and quantitatively describe all material assumptions underlying the prospective
financial information. Refer to Item 1015(b)(6) of Regulation M-A.

 Response :
The Registrant has revised the disclosure on pages 66-69 of Amendment No. 2 to provide greater detail regarding all material assumptions
underlying the prospective financial information, as required by Item 1015(b)(6) of Regulation M-A.

 *
* *

 We
hope that the foregoing has been helpful to the Staff's understanding of HUSA's disclosure and that the disclosure modifications
in Amendment No. 2 are satisfactory to the Staff. If you have any questions or comments about this letter or need any further information,
please call the undersigned at (713) 651-5557 or Lee McIntyre at (713) 651-5328.

 Very
 Truly Yours,

 By:

 /s/
 Brian Fenske

 Brian
 Fenske

 cc:
 Robert
 Bailey (Houston American Energy Corp.)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Robert Bailey
Chief Financial Officer
Houston American Energy Corp.
801 Travis Street, Suite 1425
Houston, TX 77002

 Re: Houston American Energy Corp.
 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
 Filed March 25, 2025
 File No. 001-32955
Dear Robert Bailey:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed March 25,
2025
Risk Factors, page 19

1. We note your response to prior comment 5 states that the Share Exchange
will result
 in a change of control, with Abundia Financial, LLC holding 84.6% of
your then
 outstanding shares of common stock. Please disclose whether the company
will be a
 "controlled company" and, if applicable, include risk factor disclosure
discussing the
 effect, risks and uncertainties of being a controlled company. Please
also ensure that
 the percentage of shares to be held by Abundia Financial, LLC is
consistent
 throughout your proxy statement. In this regard, we note your disclosure
on page 70
 indicating that Abundia Financial, LLC will hold approximately 90.7% of
your issued
 and outstanding common stock following the Share Exchange.
Background to the Share Exchange and AGIG Transaction, page 45

2. We note your disclosure that the parties agreed on an indicative
valuation for AGIG of
 approximately $300 million. Please identify the individuals that
participated in the
 discussions and discuss how the parties arrived at this valuation. In
addition, please
 April 2, 2025
Page 2

 identify the date the indicative valuation of $300 million was agreed
and explain the
 reasons the initial share consideration increased from AGIG receiving
86% to 95%
 and then ultimately 94% of your outstanding shares.
3. We note your disclosure that in August 2024, Univest identified the
potential for a
 transaction with AGIG while assisting you with your assessment of growth
options
 and that Univest acted as placement agent in connection with your
private placement
 with BFG, a AGIG unitholder, on November 8, 2024. We also note that on
 November 25, 202[4], AGIG formally engaged Univest as an advisor to
provide
 corporate finance and strategic advice regarding the potential sale of
AGIG. Disclose
 how your board considered any related conflicts of interest in
negotiating and
 approving the Share Exchange Agreement and include risk factor
disclosure
 highlighting the potential conflicts of interests involving Univest due
to its role as
 placement agent in your November 2024 private placement, its role in
your
 assessment of the Share Exchange and its role as AGIG's advisor in
connection with
 the Share Exchange. In this regard, we note that Univest will receive a
fee equal to
 3.5% of the aggregate transaction value, payable in shares of your
common stock,
 upon completion of the Share Exchange.
Opinion of HUSA's Financial Advisor, page 65

4. We note your response to our prior comment 2. Please revise to quantify
 any compensation paid or to be paid to Evans & Evans in connection with
its role as
 financial advisor in connection with the Share Exchange. Refer to Item
14(b)(6) of
 Schedule 14A and Item 1015(b)(4) of Regulation M-A.

5. Please qualitatively and quantitatively describe all material
assumptions underlying
 the prospective financial information. Refer to Item 1015(b)(6) of
Regulation M-A.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at
202-551-3763
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Lee McIntyre
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Norton Rose Fulbright US LLP
 1550 Lamar Street, Suite 2000
 Houston, TX 77010-4106 United States

 Direct line +1 713 651 5557 brian.fenske@nortonrosefulbright.com

 Tel +1 713 651 5151
 Fax +1 713 651 5246

 March
25, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Anuja Majmudar

 Karina
Dorin

 Re:
 Houston American Energy Corp.

 Preliminary
Proxy Statement on Schedule 14A

 Filed
on February 28, 2025

 File
No. 001-32955

 SEC
Comment Letter dated March 14, 2025

 Dear
Ms. Majmudar and Ms. Dorin:

 On
behalf of Houston American Energy Corp. ("HUSA", the "Registrant" or the "Company"), we are submitting
via EDGAR for review by the Securities and Exchange Commission (the "Commission") this response letter and the accompanying
Amendment No. 1 ("Amendment No. 1") to the Registrant's above-referenced Preliminary Proxy
Statement on Schedule 14A (the "Preliminary Proxy Statement"). This letter and Amendment No. 1 reflect the Registrant's
respectful acknowledgement and responses to the comments received from the staff of the Commission (the "Staff") contained
in the Staff's letter dated March 14, 2025 (the "Comment Letter"), and certain other updated information. For your
convenience, the Registrant is providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from
the Preliminary Proxy Statement.

 The
Staff's comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of
the Registrant are shown below each comment. All references to page numbers in the Registrant's responses are to the page numbers
in Amendment No. 1.

 Norton
 Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

 Norton
Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright
South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose
Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each
entity, with certain regulatory information, are available at nortonrosefulbright.com.

 Ms. Majmudar and Ms. Dorin

 Securities and Exchange Commission

 March
25, 2025

 Page 2

Preliminary Proxy Statement on Schedule 14A filed February 28, 2025

 Background
to the Share Exchange and AGIG Transactions, page 45

 1. Please
 substantially revise your disclosure throughout this section to provide greater detail as
 to the background of the Share Exchange and AGIG Transaction, including the circumstances
 under which the parties were introduced, any pre-existing relationships and understandings
 among the parties, the material issues and key negotiated terms discussed at each meeting,
 how parties' positions differed, and how issues were resolved. Revise to clarify the
 material transaction terms that were included in the non-binding letter of intent, the date
 such letter of intent was executed, and how the terms of the business combination evolved
 during negotiations. The disclosure should provide stockholders with an understanding of
 how, when, and why the material terms of your proposed acquisition evolved. For guidance,
 please refer to Item 14(b)(7) of Schedule 14A and Items 1005(b) and 1011(a)(1) of Regulation
 M- A.

 Response :
The Registrant has revised the disclosure on pages 45 through 47 of Amendment No. 1 to provide greater detail regarding
the background of the Share Exchange and AGIG Transaction, clarify the terms of the letter of intent, and provide more information about
how the AGIG Transaction evolved.

 Opinion
of HUSA's Financial Advisor, page 65

 2. Please
 revise to fully summarize the opinion provided by Evans & Evans and provide the information
 required by Item 14(b)(6) of Schedule 14A. Describe each of the material analysis conducted
 by Evans & Evans, including the Guideline Public Company analysis and Discounted Cash
 Flow analysis, and provide qualitative and quantitative support for the ultimate conclusions
 reached in each analysis. In addition, please disclose the AGIG financial forecasts and projections
 for the years ended December 31, 2024 to 2034 that were reviewed and used by Evans &
 Evans to prepare its opinion.

 Response :
The Registrant has revised the disclosure on pages 64 through 69 of Amendment No. 1 to provide the information required
by Item 14(b)(6) of Schedule 14A, describe the material analysis of Evans & Evans, and provide support for their conclusions. AGIG's
management has provided financial models for the years ended December 31, 2024 to 2034 to Evans & Evans, which utilized such financial
models to prepare the prospective financial information for the years ended December 31, 2024 to 2034. Such prospective financial information
has been disclosed on page 65 of Amendment No. 1.

 General

 3. Please
 tell us whether you intend to register the offer of the securities issued to AGIG or disclose
 the exemption from registration under the Securities Act upon which you will rely in issuing
 the shares pursuant to the Issuance Proposal and the facts supporting the reliance on such
 exemption.

 Response :
The Registrant does not intend to register the offer of the securities issued to the AGIG Unitholders pursuant to the Issuance
Proposal and the Registrant will rely on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of
1933, as amended. As described in the background of the transaction, AGIG and the AGIG Unitholders were not solicited through any
public means and there are only two AGIG Unitholders that will receive shares of common stock of the Registrant as a part of the
Share Exchange. Each of the AGIG Unitholders, Bower Family Holdings, LLC and Abundia Financial,
LLC, has indicated that it is acquiring the shares for investment purposes and not with the view toward their further transfer. For the
reasons stated above, the issuance of the securities to the AGIG Unitholders is exempt from registration pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended.

 4. Please
 tell us what consideration was given to reflecting the proposed reverse stock split in your
 unaudited pro forma combined consolidated financial information. We note your disclosure
 on page 14 that HUSA stockholder approval of the Issuance Proposal, the Reverse Stock Split
 Proposal, and the Share Issuance Proposal is a condition for completing the Share Exchange.
 Refer to SAB Topic 4:C.

 Response :
The Registrant has revised the unaudited pro forma combined consolidated financial information on page 77 of Amendment No.
1 to give effect to the potential range of the Reverse Stock Split Proposal.

 Ms.
Majmudar and Ms. Dorin

 Securities
and Exchange Commission

 March
25, 2025

 Page
3

 5. In
 light of the number of shares to be issued pursuant to the Share Exchange Agreement, it appears
 that you should include information showing how the beneficial ownership table would change
 in the event the Share Exchange Agreement is approved. In addition, please provide us with
 your analysis regarding whether the Share Exchange Agreement will result in a change of control.

 Response :
We have updated the beneficial ownership information on page 5 of Amendment No. 1 to reflect the changes in the event the Issuance
Proposal is approved. The Registrant has determined that the AGIG Transaction will result in a change of control of the Registrant. Prior
to the Share Exchange, there is no single stockholder that owns a majority of the Registrant's shares.
The single largest stockholder (Bower Family Holdings, LLC) holds 13.28% of the Registrant's outstanding shares
of common stock as of March 21, 2025. If the Issuance Proposal is approved and the AGIG Transaction proceeds, Abundia Financial,
LLC, previously an AGIG Unitholder, will hold 84.6% of the Registrant's then outstanding shares of common stock. Additionally,
pursuant to the Share Exchange Agreement, three out of five board seats will be nominated by AGIG and AGIG's Chief Executive
Officer, Chief Operating Officer, and Chief Financial Officer will become the Registrant's Chief Executive Officer,
Chief Operating Officer, and Chief Financial Officer, respectively, following the Share Exchange.

 *
 *
 *

 We
hope that the foregoing has been helpful to the Staff's understanding of HUSA's disclosure and that the disclosure modifications
in Amendment No. 1 are satisfactory to the Staff. If you have any questions or comments about this letter or need any further information,
please call the undersigned at (713) 651-5557 or Lee McIntyre at (713) 651-5328.

 Very Truly Yours,

 By:

 /s/
 Brian Fenske

 Brian
 Fenske

 cc: Robert
 Bailey (Houston American Energy Corp.)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Robert Bailey
Chief Financial Officer
Houston American Energy Corp.
801 Travis Street, Suite 1425
Houston, TX 77002

 Re: Houston American Energy Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed February 28, 2025
 File No. 001-32955
Dear Robert Bailey:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed February 28, 2025
Background to the Share Exchange and AGIG Transactions, page 45

1. Please substantially revise your disclosure throughout this section to
provide greater
 detail as to the background of the Share Exchange and AGIG Transaction,
including
 the circumstances under which the parties were introduced, any
pre-existing
 relationships and understandings among the parties, the material issues
and key
 negotiated terms discussed at each meeting, how parties positions
differed, and how
 issues were resolved. Revise to clarify the material transaction terms
that were
 included in the non-binding letter of intent, the date such letter of
intent was executed,
 and how the terms of the business combination evolved during
negotiations. The
 disclosure should provide stockholders with an understanding of how,
when, and why
 the material terms of your proposed acquisition evolved. For guidance,
please refer
 to Item 14(b)(7) of Schedule 14A and Items 1005(b) and 1011(a)(1) of
Regulation M-
 A.
 March 14, 2025
Page 2
Opinion of HUSA's Financial Advisor, page 65

2. Please revise to fully summarize the opinion provided by Evans & Evans
and provide
 the information required by Item 14(b)(6) of Schedule 14A. Describe each
of the
 material analysis conducted by Evans & Evans, including the Guideline
Public
 Company analysis and Discounted Cash Flow analysis, and provide
qualitative and
 quantitative support for the ultimate conclusions reached in each
analysis. In addition,
 please disclose the AGIG financial forecasts and projections for the
years ended
 December 31, 2024 to 2034 that were reviewed and used by Evans & Evans
to
 prepare its opinion.
General

3. Please tell us whether you intend to register the offer of the
securities issued to
 AGIG or disclose the exemption from registration under the Securities
Act upon
 which you will rely in issuing the shares pursuant to the Issuance
Proposal and the
 facts supporting the reliance on such exemption.
4. Please tell us what consideration was given to reflecting the proposed
reverse stock
 split in your unaudited pro forma combined consolidated financial
information. We
 note your disclosure on page 14 that HUSA stockholder approval of the
Issuance
 Proposal, the Reverse Stock Split Proposal, and the Share Issuance
Proposal is a
 condition for completing the Share Exchange. Refer to SAB Topic 4:C.
5. In light of the number of shares to be issued pursuant to the Share
Exchange
 Agreement, it appears that you should include information showing how
the beneficial
 ownership table would change in the event the Share Exchange Agreement
is
 approved. In addition, please provide us with your analysis regarding
whether the
 Share Exchange Agreement will result in a change of control.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at
202-551-3763
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Lee McIntyre
</TEXT>
</DOCUMENT>

CORRESP
1
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HOUSTON
AMERICAN ENERGY CORP.

801
TRAVIS, SUITE 1425

HOUSTON,
TEXAS 77002

TELEPHONE
(713) 222-6966

FACSIMILE
(713) 222-6440

October
31, 2024

Attn:
Mr. Timothy Levenberg

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Houston
    American Energy Corp. (the “Company”)

    Registration
    Statement on Form S-3

    Filed
    October 22, 2024

    File
    No. 333-282778

Dear
Mr. Levenberg:

Pursuant
to Rule 461 under the Securities Act of 1933 (the “Act”), request is hereby made to accelerate the effectiveness of
the above referenced registration statement to 10:00 a.m. Eastern time, Monday, November 4, 2024, or as soon thereafter as practicable.
In this regard, the Company is aware of its obligations under the Act.

Please
direct any comments or questions to our counsel, Samuel E. Whitley, at (281) 206 – 0434.

    Sincerely,

    HOUSTON
    AMERICAN ENERGY CORP.

    /s/
    John Terwilliger

    John
    Terwilliger

    President

October 29, 2024
John Terwilliger
Chief Executive Officer and President
Houston American Energy Corp.
801 Travis, Suite 1425
Houston, TX 77002
Re:Houston American Energy Corp.
Registration Statement on Form S-3
Filed October 22, 2024
File No. 333-282778
Dear John Terwilliger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Samuel E. Whitley, Esq., of Whitley LLP Attorneys at Law

CORRESP
1
filename1.htm

HOUSTON
AMERICAN ENERGY CORP.

801
TRAVIS, SUITE 1425

HOUSTON,
TEXAS 77002

TELEPHONE
(713) 222-6966

FACSIMILE
(713) 222-6440

September
2, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Mr. Arthur Tornabene-Zalasa

    Re:
    Houston
    American Energy Corp. (the “Company”)

    Registration
    Statement on Form S-3

    Filed
    August 30, 2022

    File
    No. 333-267163

Dear
Mr. Tornabene-Zalasa:

Pursuant
to Rule 461 under the Securities Act of 1933 (the “Act”), request is hereby made to accelerate the effectiveness of the above
referenced registration statement to 4:00 p.m. eastern time, Friday, September 9, 2022, or as soon thereafter as practicable. In this
regard, the Company is aware of its obligations under the Act.

Please
direct any comments or questions to our counsel, Michael Sanders, at (512) 264-2062.

    Sincerely,

    HOUSTON
    AMERICAN ENERGY CORP.

    /s/
    John Terwilliger

    John
    Terwilliger

    President

United States securities and exchange commission logo
September 2, 2022
John F. Terwilliger
Chief Executive Officer and President
Houston American Energy Corp.
801 Travis St.
Suite 1425
Houston, TX 77002
Re:Houston American Energy Corp.
Registration Statement on Form S-3
Filed August 30, 2022
File No. 333-267163
Dear Mr. Terwilliger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Liz Packebusch, Staff
Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Sanders, Esq.

CORRESP
1
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HOUSTON
AMERICAN ENERGY CORP.

801
TRAVIS, SUITE 1425

HOUSTON,
TEXAS 77002

TELEPHONE
(713) 222-6966

FACSIMILE
(713) 222-6440

January
29, 2019

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Anuja A. Majmudar

    Re:
    Houston
    American Energy Corp. (the “Company”)

    Registration
    Statement on Form S-3

    Filed
    December 11, 2018

    File
    No. 333-228749

Dear
Ms. Majmudar:

Pursuant
to Rule 461 under the Securities Act of 1933 (the “Act”), request is hereby made to accelerate the effectiveness of
the above referenced registration statement to 4:00 p.m. eastern time, Friday, February 1, 2019, or as soon thereafter as practicable.
In this regard, the Company is aware of its obligations under the Act.

Please
direct any comments or questions to our counsel, Michael Sanders, at (512) 264-2062.

    Sincerely,

    HOUSTON
    AMERICAN ENERGY CORP.

    /s/
    James Schoonover

    James
    Schoonover

    President

December 18, 2018
James Schoonover
Chief Executive Officer and President
HOUSTON AMERICAN ENERGY CORP
801 Travis, Suite 1425
Houston, TX 77002
Re:HOUSTON AMERICAN ENERGY CORP
Registration Statement on Form S-3
Filed December 11, 2018
File No. 333-228749
Dear Mr. Schoonover:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
1
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HOUSTON
AMERICAN ENERGY CORP.

801
TRAVIS, SUITE 1425

HOUSTON,
TEXAS 77002

TELEPHONE
(713) 222-6966

FACSIMILE
(713) 222-6440

October
24, 2017

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Anuja A. Majmudar

    Re:
    Houston
    American Energy Corp. (the “Company”)

    Registration
    Statement on Form S-3

    Filed
    October 17, 2017

    File
    No. 333-220990

Dear
Ms. Majmudar:

Pursuant
to Rule 461 under the Securities Act of 1933 (the “Act”), request is hereby made to accelerate the effectiveness of
the above referenced registration statement to 4:00 p.m. eastern time, Thursday, October 26, 2017, or as soon thereafter as practicable.
In this regard, the Company is aware of its obligations under the Act.

The
Company acknowledges that

    ●
    should
    the Securities and Exchange Commission (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 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.

Please
direct any comments or questions to our counsel, Michael Sanders, at (512) 264-2062.

    Sincerely,

    HOUSTON
    AMERICAN ENERGY CORP.

    /s/
    John P. Boylan

    John
    P. Boylan

    President

Mail Stop 4628
October 23 , 2017

John P. Boylan
Chairman, Chief Executive Officer and President
Houston American Energy Corp.
801 Travis, Suite 1425
Houston, TX 77002

Re: Houston American Energy Corp.
  Registration Statement on Form S-3
Filed  October 17 , 2017
  File No.  333-220990

Dear Mr. Boylan :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Anuja A. Majmudar, Attorney -Advisor,  at 202 -551-3844  with any
questions.

Sincerely ,

 /s/ Timothy S. Levenberg

      for H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Michael W. Sanders, Esq.

CORRESP
1
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HOUSTON AMERICAN ENERGY CORP.

801 TRAVIS, SUITE 1425

HOUSTON, TEXAS 77002

TELEPHONE (713) 222-6966

FACSIMILE (713) 222-6440

January 4, 2016

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Anuja A. Majmudar

Re:

Houston American Energy Corp. (the “Company”)

Registration Statement on Form S-3

Filed December 18, 2015

File No. 333-208630

Dear Ms. Majmudar:

Pursuant to Rule 461 under the Securities Act of 1933 (the “Act”), request is hereby made to accelerate the effectiveness of the above referenced registration statement to 4:00 p.m. eastern time, Thursday, January 7, 2016, or as soon thereafter as practicable.  In this regard, the Company is aware of its obligations under the Act.

The Company acknowledges that

•
should the Securities and Exchange Commission (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 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.

Please direct any comments or questions to our counsel, Michael Sanders, at (512) 264-2062.

Sincerely,

HOUSTON AMERICAN ENERGY CORP.

/s/ John P. Boylan

John P. Boylan

President

Mail Stop 4628
December 31 , 2015

John P. Boylan
Chief Executive Officer and President
Houston American Energy Corp.
801 Travis, Suite 1425
Houston, TX 77002

Re: Houston American Energy Corp.
  Registration Statement on Form S-3
Filed  December 18 , 2015
  File No.  333-208630

Dear Mr. Boylan :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 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 wit h 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 th e filing; and

 the company may not assert 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

John P. Boylan
Houston American Energy Corp.
December 31 , 2015
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Anuja A. Majmudar, Attorney -Advisor,  at 202 -551-3844  with any
questions.

Sincerely,

 /s/ Timothy S. Levenberg

      for H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Michael W. Sanders, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

January 29, 2010

Mr. John F. Terwilliger
President Houston American Energy Corp. 801 Travis Street, Suite 1425 Houston, Texas 77002
 Re: Houston American Energy Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 16, 3009 Definitive Proxy Statement filed on Schedule 14A Filed April 27, 2009
  File No. 1-32955

 Dear Mr. Terwilliger:
We have completed our review of your Form 10-K and have no further comments
at this time.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
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    corresp.htm

      HOUSTON
AMERICAN ENERGY CORP.

      801
TRAVIS, SUITE 1425

      HOUSTON,
TEXAS 77002

      TELEPHONE
(713) 222-6966

      FACSIMILE
(713) 222-6440

      January
14, 2010

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                Attn:

                Parker
      Morrill

                RE:

                Houston
      American Energy Corp.

                Form
      10-K for Fiscal Year Ended December 31,
2008

                Filed
      March 16, 2009

                Definitive
      Proxy Statement filed on Schedule
14A

                Filed
      April 27, 2009

                File
      No. 1-32955

      Dear Mr.
Morrill:

      Please
find the following responses to the Staff’s letter, dated December 30, 2009, to
Houston American Energy Corp. (the “Company”).

      Per the
discussion of January 11, 2010 among yourself and Michael Sanders, our counsel,
we propose to address each of the comments herein through appropriate
incorporation into our future filings as opposed to filing amendments to our
Form 10-K and Proxy Statement referenced above.  We believe such
approach is appropriate given the fact that we will be filing our 2009 Form 10-K
and annual Proxy Statement in the near future and our belief that the comments
in question, and resulting amendments, are minimal in nature.  It is
our belief that the investing public will derive little, if any, benefit from
amending our prior filings as those filings will be outdated by the more current
information included in our upcoming 2009 Form 10-K and Proxy Statement filings
and, therefore, the amendment of prior filings would not be of material benefit
to the investing public.

      Set forth
below are the comments included in the Staff’s December 30, 2009 letter followed
by our responses.

      Form
10-K

      Natural Gas & Oil
Reserves, page 8

                1.

                You
      state “the reserve data contained in this report represent only
      estimates.” Revise your disclosure to clarify that proved reserves are
      quantities that the company is reasonably certain of obtaining or delete
      those quantities.

      U.S.
Securities and Exchange Commission

      January
14, 2010

      Page
2

      Company
Response:

      The
Company proposes, in future filings, to delete the referenced language and to
replace the same with the following language “The
reserve data contained in this report represent quantities that the company is
reasonably certain of obtaining.”

      Results of Operations, page
27

                2.

                To
      the extent practicable, quantify the impact of each of the factors cited
      as contributing to the increase in revenue.  We note the
      reference to “principally due.”

      Company
Response:

      The
Company proposes, in future filings, to provide additional information with
respect to period to period changes in production volumes and average sales
prices to assist readers in quantifying the impact of factors affecting
revenues.  Such information is reflected in the Company’s 2009 Form
10-Qs.  Where specific factors can be further quantified by isolating
individual factors, the Company will provide further details to quantify the
impact of each such factor.

      As an
example, the current discussion of revenues appearing in the first four
paragraphs under Oil and Gas
Revenues beginning on the bottom of page 27 and continuing on page 28
through the Hydrocarbon Price table, would be revised and expanded to read as
follows:

      Oil and Gas Revenues. Total
oil and gas revenues increased $5,644,878, or 113.4%, to $10,622,050 in fiscal
2008 compared to $4,977,172 in fiscal 2007.

      The
increase in oil and gas revenue is due to increased oil production (up 52,720
barrels or 74%, or approximately $4.4 million based on average oil prices
realized during 2008) resulting from the development of the Colombian fields and
higher average oil prices during 2008 ($1.3 million), partially offset by
decreased natural gas production ($0.1 million).

      The
change in production volumes reflects increased production in fields in which we
hold higher working interests (12.5% vs. 1.6% in Caracara) which more than
offset a decrease in production from the Caracara concession resulting from our
sale of our interest in the same during the second quarter of
2008.  Oil production from the Caracara prospect totaled 29,954
barrels during 2008, through the sale of the prospect in June of 2008, as
compared to 56,705 barrels during the 2007 full fiscal year.

      During
2008, we had interests in 45 producing wells in Colombia, including the 34
Caracara wells, and 6 producing wells in the U.S as compared to 39 producing
wells in Colombia and 7 producing wells in the U.S. during
2007.

      U.S.
Securities and Exchange Commission

      January
14, 2010

      Page
3

      The
following table sets forth a comparison of net oil and gas production and
hydrocarbon prices for 2008 and 2007:

                2008

                2007

                Net
      gas production (Mcf)

              24,748

              44,250

                Net
      oil production (Bbls)

              123,925

              71,205

                Oil—Average
      price per barrel

              $
              83.67

              $
              65.61

                Gas—Average
      price per mcf

              $
              10.22

              $
              6.90

      Control and
Procedures

      Changes in Internal Control
over Financial Reporting, page 35

                3.

                You
      disclose that “Except as noted above, no change in our internal control
      over financial reporting (as defined in Rule 13a-15(f) under the
      Securities Exchange Act of 1934) occurred during the fourth quarter of
      fiscal 2008 that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial
      reporting.”  Please modify your disclosure to state clearly, of
      correct, that there were changes in your internal control over financial
      reporting that occurred during this quarter that have materially affected,
      or are reasonably likely to materially affect, your internal control over
      financial reporting.  In this regard, we do not believe the
      guidance in Item 308(c) of Regulation S-K allows for such qualifying
      language in the disclosure.

      Company
Response:

      The
Company proposes, in future filings and to the extent applicable, to delete the
referenced language.  As a result, the disclosure will simply state
(as is the case excluding the language in question) the change(s), if any, that
occurred during the applicable quarter.

      Schedule
14A

      Executive Compensation, page
6

                4.

                We
      note that the NEOs received stock and option awards in
      2008.  Please provide the Grants of Plan-Based Awards Table set
      forth in Regulation S-K, Item
402(d).

      Company
Response:

      The
Company proposes, in future filings, to assure that the Grants of Plan-Based
Awards Table set forth in Regulation S-K, Item 402(d) will be included in its
proxy statement, or Form 10-K, as appropriate.

      U.S.
Securities and Exchange Commission

      January
14, 2010

      Page
4

      As an
example, in the Proxy Statement in question, immediately following the Summary
Compensation Table, the following table would be inserted:

      Grants of Plan-Based Awards
in Fiscal Year 2008

      The following table sets forth
information concerning annual incentive awards, stock options, restricted stock
units and performance units granted during fiscal year 2009 to each of the named
executive officers:

                  Estimated
      Future Payouts Under

                  Non-Equity
      Incentive Plan Awards

                  Estimated
      Future Payouts Under

                  Equity
      Incentive Plan Awards

                  Name

                  Grant
      Date

                  Threshold

                  ($)

                  Target

                  ($)

                  Maximum

                  ($)

                  Threshold

                  (#)

                  Target

                  (#)

                  Maximum

                  (#)

                  All

                  Other

                  Stock

                  Awards:

                  Number
      of

                  Shares
      of

                  Stock
      or

                  Units
      (#)(1)

                  All
      Other

                  Option

                  Awards:

                  Number
      of

                  Securities

                  Underlying

                  Options

                  (#)(2)

                  Exercise
      or

                  Base
      Price

                  of
      Option

                  Awards

                  ($/Sh)

                  Grant

                  Date
      Fair

                  Value
      of

                  Stock
      and

                  Option

                  Awards

                  ($)(3)

                  John
      Terwilliger

                  6/2/2008

                —

                —

                —

                —

                —

                —

                41,700

                —

                —

                300,240

                  6/2/2008

                —

                —

                —

                —

                —

                —

                —

                900,000

                7.20

                4,569,640

                  Jay
      Jacobs

                  6/2/2008

                —

                —

                —

                —

                —

                —

                13,900

                —

                —

                100,080

                  6/2/2008

                —

                —

                —

                —

                —

                —

                —

                150,000

                7.20

                729,573

                (1)

                Reflects
      the number of restricted stock units awarded in fiscal year 2008. For
      accounting purposes, the 2008 annual restricted stock unit awards have a
      grant date of June 2, 2008. This date is based on the date the approval by
      the shareholders of awards approved by the Compensation Committee on July
      2, 2007 subject to such shareholder approval. The awards vested in full on
      July 2, 2007, being the later of one year from the date of approval of the
      grants by the Compensation Committee or the date of approval by the
      shareholders.

                (2)

                Reflects
      the number of stock options awarded in fiscal year 2008. Stock options
      vest (a) with respect to Mr. Terwilliger, one-sixth on each of the first
      six anniversaries of the grant date, and (b) as to Mr. Jacobs, one-third
      on each of the first three anniversaries of the grant
  date.

                (3)

                The
      amounts included in the Grant Date Fair Value of Stock and Option Awards
      column represent the grant date fair value of the awards made to named
      executive officers in fiscal year 2008 in accordance with SFAS No. 123(R).
      The value ultimately realized by the executive upon the actual vesting of
      the award(s) or the exercise of the stock options may or may not be equal
      to the SFAS No. 123(R) determined
value.

                5.

                In
      2008, you awarded an “event specific bonus.”  Please explain
      what types of events qualify for this type of bonus.  Discuss
      the criteria that must be met or the factors considered before awarding
      this type of bonus.  Clarify why “the compensation committee
      determined that the sale of the company’s interest in the Caracara
      prospect represented the ultimate measure of performance of the management
      team in creation of shareholder value.”  Explain how the amount
      of the bonus is determined.

      U.S.
Securities and Exchange Commission

      January
14, 2010

      Page
5

      Company
Response:

      The
Company proposes, in future filings, to assure that the CD&A discussion
includes, as appropriate, a full discussion of (i) the types of events
qualifying for “event specific bonuses,” (i) the factors considered in making
such awards, and (iii) how the amount of such bonuses are
determined.

      As an
example, the Proxy Statement in question would be revised to reflect the above
matters as they relate to the 2008 bonuses as follows:

      Event
specific bonuses may be paid when the efforts of management produce results that
the Compensation Committee deems to be extraordinary.  Specifically,
acquisitions and dispositions, entry into material agreements and execution of
material financing transactions are evaluated by the Compensation Committee to
determine the propriety of paying “event specific bonuses.”  The
Compensation Committee will generally only consider paying such an “event
specific bonus” where the transactions or relationships in question reflect
current or past extraordinary efforts or contributions by the management team as
distinguished from transactions that arise organically from the Company’s
existing operations, assets or relationships.  The Compensation
Committee believes that such “event specific bonuses” are appropriate given the
entrepreneurial nature of our business, the small size of our management team
and our dependence upon our management team to source opportunities and
relationships.

      Generally,
an “event specific bonus” will only be paid after the Company has realized a
tangible measureable benefit from the specific events identified by the
Compensation Committee.  In the case of the “event specific bonus”
paid based on the sale of the Caracara assets, the management team made a case
to the Compensation Committee that the sale represented an extraordinary return
on invested capital and an accelerated realization of the value of the assets in
question without the need to invest additional capital or exposure of the
Company to operating and market risks.  The Compensation Committee
agreed with that assessment, noting that the Company’s CEO had personally
sourced the Caracara opportunity and established and nurtured the relationships
that led to the Company’s investment in the Caracara prospect.

      In
determining the amount of “event specific bonuses” to be paid in relation to the
Caracara sale, the Compensation Committee did not apply any specific formula but
attempted to arrive at an amount that would properly recognize and reward the
management team for their efforts, taking into account the realized benefits to
the Company, and provide the prospect of future bonuses as incentive to
management to provide future efforts to seek out opportunities with the
potential to produce superior returns on invested capital for the
Company.

      The
Compensation Committee balances the desire to fix bonuses at levels intended to
reward and provide incentive for extraordinary efforts with a desire to preserve
the vast majority of the value derived from those efforts for the
shareholders.  To that end, the Compensation Committee rejected a
recommendation from the management team that bonuses totaling $900,000 should be
paid upon consummation of the Caracara sale and, instead, determined that total
bonuses in that regard should be capped at a rounded amount approximating 6.5%
of the sales proceeds received from the Caracara sale.  The
Compensation Committee determined that a 93.5% / 6.5% sharing ratio would both
adequa

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628

        December 30, 2009  Mr. John F. Terwilliger President Houston American Energy Corp. 801 Travis Street, Suite 1425 Houston, Texas 77002
 Re: Houston American Energy Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 16, 3009 Definitive Proxy Statement filed on Schedule 14A
Filed April 27, 2009
  File No. 1-32955

 Dear Mr. Terwilliger:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those i ssues we have addressed in our comments.
Please provide a written response to our comments.  Please be as detailed as necessary in
your explanation.  In some of our comment s, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

 Natural Gas & Oil Reserves, page 8

1. You state “the reserve data contained in this report represent only estimates.”
Revise your disclosure to clarify that proved reserves  are quantitie s that the
company is reasonably certain of obtai ning or delete those quantities.

John F. Terwilliger
Houston American Energy Corp. December 30, 2009 Page 2  Results of Operations, page 27

2. To the extent practicable, quantify the im pact of each of th e factors cited as
contributing to the increase in revenue.  We note the reference to “principally due.”
 Controls and Procedures

 Changes in Internal Control over Financial Reporting, page 35

3. You disclose that “Except as noted above , no change in our in ternal control over
financial reporting (as defined in Rule  13a-15(f) under the Securities Exchange
Act of 1934) occurred during the fourth qua rter of fiscal 2008 that has materially
affected, or is reasonably likely to materi ally affect, our internal control over
financial reporting.” Please m odify your disclosure to st ate clearly, if correct, that
there were changes in your internal contro l over financial reporting that occurred
during this quarter that have materially affected, or are reasonably likely to
materially affect, your intern al control over financial repor ting. In this regard, we
do not believe the guidance in Item 308(c)  of Regulation S-K allows for such
qualifying language in the disclosure.
 Schedule 14A

Executive Compensation, page 6
4. We note that the NEOs received stock a nd option awards in 2008.  Please provide
the Grants of Plan-Based Awards Table se t forth in Regulation S-K, Item 402(d).
5. In 2008, you awarded an “event specific bonus .”  Please explain what types of
events qualify for this type of a bonus.  Disc uss the criteria that must be met or the
factors considered before awarding this  type of bonus.  Clarify why “the
compensation committee determined that the sale of the company’s interest in the
Caracara prospect represented the ultim ate measure of performance of the
management team in creation of share holder value.” Explain how the amount of
the bonus is determined.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.  Please respond to these comments within 10

John F. Terwilliger
Houston American Energy Corp. December 30, 2009 Page 3  business days or tell us when you will provide us with a response.  Please furnish a letter
that keys your responses to our comment s and provides any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewin g your responses to our comments.
  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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.”
Please contact Parker Morrill at (202) 551- 3696 or, in his absence, me at (202)
551-3745 with any questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        February 19, 2009
   Mr. James J. Jacobs Chief Financial Officer Houston American Energy Corp. 801 Travis Street, Suite 1425 Houston, Texas 77002
Re: Houston American Energy Corp.
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed March 28, 2008
File No. 1-32955

Dear Mr. Jacobs:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.            S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

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    HOUSTON
AMERICAN ENERGY CORP.

      801
TRAVIS, SUITE 1425

      HOUSTON,
TEXAS 77002

      TELEPHONE
(713) 222-6966

      FACSIMILE
(713) 222-6440

      February
2, 2009

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                Attn:

                Jennifer
      O’Brien

                RE:

                Houston
      American Energy Corp.

      Form 10-K
for Fiscal Year Ended December 31, 2007, as Amended

      Response
Letter Dated December 9, 2008

      File No.
1-32955

      Dear Ms.
O’Brien:

      Set forth
below are the Staff’s engineering comments, as set forth in the Staff’s letter
dated January 28, 2009, followed by our responses, which are numbered to
correspond with the numbers set forth in the Staff’s comment
letter.

      Business, page
3

      Natural Gas and Oil
Reserves, page 8

                1.

                In
      part, response two in your December 9, 2008 letter states, “In preparing
      the engineering reports for both Hupecol and Houston American Energy,
      Aluko and Associates reviewed the work of Hupecol’s geophysicists and
      geologists specifically as it pertained to determining the estimate of
      productive area and bulk volumes.”  This statement concurs with
      Aluko’s that HUPECOL’s in-house seismic interpretations were used to
      determine productive area and bulk volume per our prior comment
      2.  We do not believe that current seismic interpretation
      technology has sufficient reliability to determine proved volumes without
      the data generated by at least one well penetration of the subject
      reservoir.  Please explain to us
  whether:

                ●

                The
      productive area and bulk volume for any of your proved reserves were
      estimated solely by the use of seismic data interpretation.  If
      true, submit the affected properties and
  reserves;

                ●

                Aluko
      performed significant interpretive analysis before adopting the productive
      area and bulk volume estimates of HUPECOL. Address the efforts/methods to
      determine single well drainage
volumes.

U.S.
Securities and Exchange Commission

      February
2, 2009

      Page
2

      Company
Response:

      Our
proved reserves were NOT estimated solely by the use of seismic
interpretation.  All of our proved undeveloped reserve locations were
based on direct offsets to producing wells.   In performing his
analysis, Aluko used volumetric analysis based upon recoveries of wells in the
basin as well as evidence from producing wells in the immediate
areas.  This analysis of historical decline curves and well histories
was combined to establish decline curves and estimates of our proved
locations.

                2.

                Response
      two also states, “In our opinion this [reliance upon HUPECOL’s seismic
      interpretation] did not compromise Aluko & Associates’ independence,
      as third party engineers often are required to rely on information from
      the hiring company in determining their estimates.”  The
      information that independent third party engineers rely on are items of
      verifiable fact such as production history or ownership figures, not items
      that require significant technical interpretation.  If Aluko
      adopted seismic interpretations of the operator without significant
      analysis, please modify your disclosure here to inform the public of that
      fact.

      Company
Response:

      While we
believe Aluko reviewed our operators’ seismic interpretations, we do not believe
that Aluko adopted these seismic interpretations without significant
analysis.  We believe that this was only one of the several methods
that he used in establishing the basis for our proved
reserves.  Accordingly, no revisions have been made to disclosure in
our Form 10-K.

                3.

                Response
      three indicates that current production rates for two wells – Dorotea B2
      (953 BOPD) and Dorotea B3 (571 BOPD) – are well below those projected in
      your third party reserve report.  Please explain the technical
      factors that caused this shortfall.

      Company
Response:

      The
Dorotea B2 was estimated to produce 427,000 barrels on an 8/8th basis
for 2008.  The actual production volumes for this well were
significantly reduced throughout the year due to transportation and weather
issues in the field.  Using our proved reserve estimates at the time
of our engineering report at year end 2007, 427,000 barrels for the year results
in an average production rate of 1,170 Boe/d.  We are currently
producing this well at a rate approximately 19% lower then this estimate due to
the well being produced on a reduced choke and slightly less then expected flow
rates which we believe were predominately due to lack of sufficient storage on
location which required the wells to be shut in periodically.

      The
Dorotea B3 was estimated to produce 309,000 barrels on an 8/8th basis
for 2008.  The actual production volumes for this well were
significantly reduced throughout the year due to transportation and weather
issues in the field.  Using our proved reserve estimates at the time
of our engineering report at year end 2007, 309,000 barrels for the year results
in an average production rate of 846 Boe/d.  We are currently
producing this well at a rate approximately 32% lower then this estimate due to
the well being produced on a reduced choke and less then expected flow rates
which we believe were predominately due to lack of sufficient storage on
location which required the wells to be shut in periodically.

      U.S.
Securities and Exchange Commission

      February
2, 2009

      Page
3

      Supplemental Information on
Oil and Gas Exploration, Development and Production Activities (Unaudited), Page
F-19

      Changes in standardized
measure, page F-23

                4.

                We
      note the absence of certain line items prescribed by FAS 69, paragraph 33,
      such as “Previously estimated development costs incurred during the
      period.”  Please amend your document to comply fully with FAS
      69.

      Company
Response:

      We agree
we have incorrectly  combined three of the line items called for by
FAS 69, paragraph 33 in the changes in standardized measure
presentation.  Specifically, we combined the impact of “Previously
estimated development costs incurred during the period” and “Changes in
estimated future development costs” into the line item “Net change in sales and
transfer price, net of production costs.”  Given that no other
revisions to Form 10-K are being made at this time and the fact that we will be
filing our 2008 Form 10-K in less than 45 days, we propose to address this
comment on a prospective basis through corrected disclosure in the 2008 Form
10-K.

      Acknowledgements

      The
Company hereby acknowledges 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 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 Unites States.

U.S.
Securities and Exchange Commission

      February
2, 2009

      Page
4

      Please
address any comments or questions to the undersigned at the address set forth
above.

                  Sincerely,

                  /s/
      John F. Terwilliger

                  John
      F. Terwilliger

                  President

                cc:

                James
      Jacobs

      Michael
Sanders, Esq.

      Nelson
Haight

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        January 28, 2009

Mr. John F. Terwilliger
President Houston American Energy Corp. 801 Travis Street, Suite 1425 Houston, Texas 77002
 Re: Houston American Energy Corp.
  Form 10-K for Fiscal Year Ended December 31, 2007, As Amended
Filed December 10, 2008 Response Letter Dated December 9, 2008 File No. 1-32955

Dear Mr. Terwilliger:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Form 10-K for the Fiscal Year Ended December 31, 2007, As Amended

 Engineering Comments

 Business, page 3

Natural Gas and Oil Reserves, page 8

1. In part, response two in your December 9, 2008 letter states, “In preparing the engineering reports for both Hupecol and Houston American Energy, Aluko and Associates reviewed the work of Hupecol’s geophysicists and geologists specifically as it pertained to determining the estimate of productive area and bulk volumes.”  This statement concurs with Aluko’s that HUPECOL’s in-house seismic interpretations were used to determine productive area and bulk volume per our prior comment 2.  We do not believe that current seismic interpretation

Mr. John F. Terwilliger
Houston American Energy Corp.
January 28, 2009 Page 2

technology has sufficient reliability to determine proved volumes without the data generated by at least one well penetration of the subject reservoir.  Please explain to us whether:

• The productive area and bulk volume for any of your proved reserves were estimated solely by the use of seismic data interpretation.  If true, submit the affected properties and reserves;

• Aluko performed significant interpretive analysis before adopting the productive area and bulk volume estimates of HUPECOL.  Address the efforts/methods to determine single well drainage volumes.
 2. Response two also states, “In our opinion this [reliance upon HUPECOL’s seismic interpretation] did not compromise Aluko & Associates’ independence, as third party engineers often are required to rely on information from the hiring company in determining their estimates.”  The information that independent third party engineers rely on are items of verifiable fact such as production history or ownership figures, not items that require significant technical interpretation.  If Aluko adopted seismic interpretations of the operator without significant analysis, please modify your disclosure here to inform the public of that fact.
 3. Response three indicates that current production rates for two wells – Dorotea B2 (953 BOPD) and Dorotea B3 (571 BOPD) – are well below those projected in your third party reserve report.  Please explain the technical factors that caused this shortfall.
 Supplemental Information on Oil and Gas Exploration, Development and Production
Activities (Unaudited), Page F-19

Changes in standardized measure, page F-23

4. We note the absence of certain line items prescribed by FAS 69, paragraph 33, such as “Previously estimated development costs incurred during the period”.  Please amend your document to comply fully with FAS 69.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.

Mr. John F. Terwilliger
Houston American Energy Corp. January 28, 2009 Page 3

Please understand that we may have additional comments after reviewing your amendment and responses to our comments.”
You may contact Jennifer O’Brien at (202) 551-3721, or Kevin Stertzel at (202)
551-3723 if you have questions regarding comments on the financial statements and related matters.  You may contact Ronald M. Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,              Jill S. Davis         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        November 24, 2008

Mr. John F. Terwilliger
President Houston American Energy Corp. 801 Travis Street, Suite 1425 Houston, Texas 77002
 Re: Houston American Energy Corp.
Response Letter Dated October 2, 2008
  File No. 1-32955

 Dear Mr. Terwilliger:
We have reviewed your response letter and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Engineering Comments

Form 10-K for the Fiscal Year Ended December 31, 2007
 Business, page 3

Other Holdings, page 6

1. The table for “Acres Leased or Under Option at December 31, 2007” includes a description (footnote 1) stating “Company Net Acres are either leased or under option in which we own an undivided interest.”  With a view toward possible disclosure, please explain the differences, including your financial obligations, between these leases and options.  Tell us the net acres for which you have options.

Natural Gas and Oil Reserves, page 8

Mr. John F. Terwilliger
Houston American Energy Corp.
November 24, 2008 Page 2

 2. Your third party engineering report states “…seismic and geological interpretations by HUPECOL in house geophysicists and geologists were used to determine the productive area and bulk volumes [for Colombian proved reserves].”  Even when properly interpreted, seismic data and visualization techniques are not conclusive in determining if hydrocarbons are present in economically producible amounts.  The use of volumetric parameters determined solely by seismic interpretation is not appropriate for the estimation of proved reserves.

• Please explain to us the methodology used in estimating these proved reserves.

• With a view toward possible disclosure, tell us why you believe your third party engineer’s proved reserve estimates are independent in light of their statement above.
 3. We note that, on a net equivalent reserve basis, three of your top four proved undeveloped properties and your top two proved developed non-producing
properties are all scheduled for first production by June 1, 2008.  Please furnish to us each property’s complete daily production history and describe, in appropriate detail, whether these production volumes support the proved reserve estimates.  Address any significant cost overruns.
 Risk Factors, page 10

 A substantial percentage of our properties are undeveloped; therefore the risk associated
with our success is greater than would be the case if the majority of our properties were
categorized as proved developed producing., page 11
 4. Please expand this factor to disclose the portion of your proved reserves that are producing as of 2007 year-end.
 Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any
material inaccuracies in these reserve estimates or underlying assumptions will materially
affect the quantities and present value of our reserves., page 11
 5. Please expand this factor to include the significant negative revisions to your proved reserves that occurred in the last two years.

Mr. John F. Terwilliger
Houston American Energy Corp. November 24, 2008 Page 3

Supplemental Information on Oil and Gas Exploration, Development and Production
Activities (Unaudited), Page F19

Reserve Information and Related Standardized Measure of Discounted Future Net Cash
Flows, page F-21

6. FAS 69, paragraph 11 requires “appropriate explanation of significant changes” to proved reserves during the year.  We note significant changes to your proved reserves due to extensions and discoveries and due to revisions in 2006 and 2007.  Please explain to us how you intend to comply with this requirement.
 Standard(sic) measure of discounted future net cash flows at December 31, 2007,

page F-22
 7. FAS 69, paragraph 30 requires the inclusion of estimated future development costs in the calculation of the standardized measure.  It appears you did not include the development costs - $2.5 million – presented in your third party reserve report.  Please explain to us how you intend to comply with this requirement.
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   You may contact Kevin Stertzel at (202)  551-3723, or Jill S. Davis, Branch Chief,
at (202) 551-3683 if you have questions regarding comments on the financial statements and related matters.  You may contact Ronald M. Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3740 with any other questions.          S i n c e r e l y ,             H .  R o g e r  S c h w a l l          A s s i s t a n t  D i r e c t o r

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HOUSTON AMERICAN ENERGY CORP.

    801
TRAVIS, SUITE 1425

    HOUSTON,
TEXAS 77002

    TELEPHONE
(713) 222-6966

    FACSIMILE
(713) 222-6440

    December
19, 2008

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Attn:

              Jennifer
      O’Brien

    RE:      Houston
American Energy Corp.

    Form 10-K
for Fiscal Year Ended December 31, 2007, as Amended

    Filed
March 28, 2008

    Form 10-Q
for Fiscal Quarter Ended June 30, 2008

    Filed
August 12, 2008

    Form 8-K,
Filed June 24, 2008

    File No.
1-32955

    Dear Ms.
O’Brien:

    Pursuant
to our discussions of November 18, 2008, we are supplementing our response,
dated October, 2, 2008, to Comment 2 (the “Comment”) of the Staff’s letter dated
August 25, 2008.

    Set forth
below is the Comment followed by our expanded response.

    Controls and Procedures,
page 25

              2.

              We
      note your disclosure that “Based on the evaluation described above, our
      Chief Executive Officer and Chief Financial Officer have concluded that,
      as of December 31, 2007, our disclosure controls and procedures were not
      effective in ensuring that the information required to be disclosed by us
      in reports filed under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in
      the rules and forms of the SEC.”  Please note Item 307 of
      Regulation S-K requires you to disclose your officer’s conclusions
      regarding the effectiveness of your disclosure controls and procedures as
      that term is defined in Rule 13a-15(e) of the Exchange Act.  The
      definition in Rule 13a-15(e) is more comprehensive than that included in
      your disclosure.  Specifically, the term disclosure controls and
      procedures “means controls and procedures of an issuer that are designed
      to ensure that information required to be disclosed by the issuer in the
      reports that its files or submits under the Act is recorded, processed,
      summarized and reported, within the time periods specified in the
      Commission’s rules and forms.  Disclosure controls and
      procedures include, without limitation, controls and procedures designed
      to ensure that information required to be disclosed an issuer in the
      reports that it files or submits under the Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      and principal financial
      officers, or persons performing similar functions, as appropriate to allow
      timely decisions regarding required disclosure.” Your officer’s conclusion
      does not state whether your disclosure controls and procedures are
      effective or ineffective at accomplishing all of these
      items.  Please modify your officer’s conclusion to state whether
      your disclosure controls and procedures are effective or ineffective at
      accomplishing all of the items included within the definition of
      disclosure controls and procedures as defined in Rule 13a15(e) of the
      Exchange Act.

    U.S
Securities and Exchange Comission

    December 19, 2008

    Page 2

    Company
Response:

    The
“Evaluation of Disclosure Controls and Procedures” discussion appearing in Item
9A(T) has been revised to eliminate the incomplete definition of disclosure
controls and procedures and to insert, in its place, “as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934,
as amended.”

    Further,
the discussion of disclosure controls and procedures has been revised to state
management’s conclusion that disclosure controls and procedures were effective
at December 31, 2007.  The original conclusion that disclosure
controls and procedures were not effective at December 31, 2007 was based on the
existence of two identified weaknesses: (1) a deficiency in segregation of
duties, and (2) a deficiency in treasury process controls.  Upon
further review of those weaknesses, management has determined that such
weaknesses constituted weaknesses in internal control over financial reporting
and not weaknesses in disclosure controls and
procedures.  Accordingly, the prior language that appeared as the
second paragraph under “Evaluation of Disclosure Controls and Procedures”
wherein the weaknesses were described and cited as the basis for concluding that
disclosure controls and procedures were not effective has been deleted and the
conclusion of management regarding the effectiveness of disclosure controls and
procedures has been revised to eliminate the statement that the same were “not
effective” and to replace that statement with a statement that disclosure
controls and procedures were effective.

    We
further note that the referenced weaknesses continue to be reflected as
weaknesses in internal control over financial reporting under “Management’s
Report on Internal Control Over Financial Reporting.”

    Acknowledgements

    The
Company hereby acknowledges 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 respect to the filing;
      and

      U.S
Securities and Exchange Comission

      December 19, 2008

      Page 3

              ·

              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 Unites States.

    Please
address any comments or questions to the undersigned at the address set forth
above.

                  Sincerely,

                  John
      F. Terwilliger

                  President

                cc:

                James
      Jacobs

                Michael
      Sanders, Esq.

                Nelson
      Haight

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HOUSTON AMERICAN ENERGY CORP.

801 TRAVIS, SUITE 1425

HOUSTON, TEXAS 77002

TELEPHONE (713) 222-6966

FACSIMILE (713) 222-6440

December 9, 2008

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:   Jennifer O’Brien

RE:

Houston American Energy Corp.
Form 10-K for Fiscal Year Ended December 31, 2007, as Amended

Response Letter Dated October 2, 2008

File No. 1-32955

Dear Ms. O’Brien:

Filed simultaneous herewith, via EDGAR, please find Amendment No. 3 to Form 10-K for the fiscal year ended December 31, 2007.

Set forth below are the Staff’s engineering comments, as set forth in the Staff’s letter dated November 25, 2008, followed by our responses, which are numbered to correspond with the numbers set forth in the Staff’s comment letter.

Business, page 3

Other Holdings, page 6

1.

The table for “Acres Leased or Under Option at December 31, 2007” includes a description (footnote 1) stating “Company Net Acres are either leased or under option in which we own an undivided interest.”  With a view toward possible disclosure, please explain the differences, including your financial obligations, between these leases and options.  Tell us the net acres for which
you have options.

Company Response:

Houston American Energy has an option on one its prospects, the Caddo Lake property located in Caddo Parish Louisiana.  Under this option, Houston American has the right but not the obligation to Lease 4,360 gross acres or 1,188.10 net acres.  If we chose to exercise the option then we would be obligated to pay the lessor
approximately $218,000 for the leases, and would be required to drill 1 well every 180 days to maintain the lease.   Other then this one prospect, Houston American Energy is current on all of its leases, either by them being paid in full or by them being held by production.

Footnote 1 to the referenced table has been modified and footnote 2 has been added to reflect the foregoing.

U.S. Securities and Exchange Commission

December 9, 2008

Page 2

Natural Gas and Oil Reserves, page 8

2.

Your third party engineering report states “…seismic and geological interpretations by HUPECOL in house geophysicists and geologists were used to determine the production area and bulk volumes [for Colombian proved reserves.]”  Even when properly interpreted, seismic data and visualization techniques are not conclusive in determining if hydrocarbons are present in economically producible amounts.  The
use of volumetric parameters determined solely by seismic interpretation is not appropriate for estimation of proved reserves.

·

Please explain to us the methodology used in estimating these proved reserves.

·

With a view toward possible disclosure, tell us why you believe your third party engineer’s proved reserve estimates are independent in light of their statement above.

Company Response:

In determining Houston American Energy’s proved reserves at year end 2007, Aluko & Associates, Inc. used production data from Hupecol, as well as well log and core analysis to determine net pay, average porosity and water saturation.  In addition, Aluko & Associates, Inc. used production and pressure performance data
from available producing wells to determine sands that where productive but behind pipe.  The proved non producing reserves were attributed to: 1) recompletion of behind pipe sands in existing wellbores; 2) wells that were perforated and produced but were temporarily shut-in due to weather; 3) wells that were already drilled and logged but waiting on completion; and 4) workovers of existing producing intervals.  The undeveloped reserves where attributed to drilling of updip or offset locations
to existing producing wells.

Aluko and Associates was hired by Hupecol and Houston American Energy as an independent third party engineer.  In preparing the engineering reports for both Hupecol and Houston American Energy, Aluko and Associates reviewed the work of Hupecol’s geophysicists and geologists specifically as it pertained to determining the estimate
of productive area and bulk volumes.  In our opinion this did not compromise Aluko & Associates’ independence, as third party engineers often are required to rely on information from the hiring company in determining their estimates.  Hupecol’s work was reviewed by Aluko and Associates and found to be within reason and accurate.  Also, as can be seen in the description above, this was only one of several methods that Aluko & Associates used in determining their
estimate of proved reserves.  Unfortunately Mr. Aluko passed away in August of 2008 and was not able to assist in our response to this question.

U.S. Securities and Exchange Commission

December 9, 2008

Page 3

3.

We note that, on a net equivalent reserve basis, three of your top four proved undeveloped properties and your top two proved developed non-producing properties are all scheduled for first production by June 1, 2008.  Please furnish to us each property’s complete daily production history and describe, in appropriate detail, whether these production volumes support the proved reserve estimates.  Address
any significant cost overruns.

Company Response:

Below is a brief description of the current status of the wells you outlined above:

PDNP

Dorotea B2 – on May 31, 2008 this well tested at 760 BOPD.  This well was put on production on May 28, 2008, and at November 25, 2008 this well was producing at a current rate of 953 BOPD.

Leona A1 – on April 29, 2007 this well tested at 800 BOPD, but shortly after it was placed on production on September 24, 2007 the electric submersible pump failed and the well was shut in.  A re-work of the well is planned after the Leona A2 well is completed.

PUD

Dorotea B3 – on June 17, 2008 this well tested at 2000 + BOPD and was placed on production on June 22, 2008 at 665 BOPD.  At November 25, 2008 this well was producing at a current rate of 571 BOPD.

Leona A2 – This well was being completed as of November 25, 2008.

Jaguar T7 – this well and property (Caracara) was sold in June 2008 with an effective date of the sale as of January 1, 2008.  The current production and outcome of this well are unknown to us.

No significant cost overruns occurred on any of these wells except for the Leona A2.  The total cost accrued on this well is still not known to the Company, as the well is still being completed, but due to stuck pipe we believe that the cost of this well will come in above Aluko and Associates’ estimate.  As to the
economics, we believe that the wells’ performance supports the reserve estimates except for the Leona A1 well whose results remain to be seen due to mechanical failure of the pump.

U.S. Securities and Exchange Commission

December 9, 2008

Page 4

Risk Factors, page 10

A substantial percentage of our properties are undeveloped; therefore the risk associated with our success is greater than would be the case if the majority of our properties were categorized as proved developed producing, page 11

4.

Please expand this factor to disclose the portion of your proved reserves that are producing as of 2007 year-end.

Company Response:

The referenced risk factor has been revised to indicate the producing portion at 2007 year-end.

Reserve estimates depend on many assumptions that may turn out to be inaccurate.  Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves, page 11.

5.

Please expand this factor to include the significant negative revisions to your proved reserves that occurred in the last two years.

Company Response:

The referenced risk factor has been revised to discuss the significant negative revisions to proved reserves during 2006 and 2007.

Supplemental Information on Oil and Gas Exploration, Development and Production Activities (Unaudited), Page F-19

Reserve Information and Related Standardized Measure of Discounted Future Net Cash Flows, page F-21

6.

FAS 69, paragraph 11 requires “appropriate explanation of significant changes” to proved reserves during the year.  We note significant changes to your proved reserves due to extensions and discoveries and due to revisions in 2006 and 2007.  Please explain to us how you intend to comply with this requirement.

Company Response:

The reserve information has been expanded to explain the nature of significant changes in proved reserves during 2006 and 2007.

U.S. Securities and Exchange Commission

December 9, 2008

Page 5

Standard (sic) measure of discounted future net cash flows at December 31, 2007, page F-22

7.

FAS 69, paragraph 30 requires the inclusion of estimated future development costs in the calculation of the standardized measure.  It appears that you did not include the development costs - $2.5 million – presented in your third party reserve report.  Please explain to us how you intend to comply with this requirement.

Company Response:

The standardized measure of discounted future net cash flows table at December 31, 2007 mistakenly included future development costs in future income tax.  The table has been revised to present future development costs as a separate line item.

Acknowledgements

The Company hereby acknowledges 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 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 Unites States.

Please address any comments or questions to the undersigned at the address set forth above.

Sincerely,

John F. Terwilliger

President

cc:

James Jacobs

Michael Sanders, Esq.

Nelson Haight

CORRESP
1
filename1.htm

    formcorresp.htm

      HOUSTON
AMERICAN ENERGY CORP.

      801
TRAVIS, SUITE 1425

      HOUSTON,
TEXAS 77002

      TELEPHONE
(713) 222-6966

      FACSIMILE
(713) 222-6440

      October
2, 2008

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                Attn:

                Jennifer
      O’Brien

                RE:

                Houston
      American Energy Corp.

      Form 10-K
for Fiscal Year Ended December 31, 2007, as Amended

      Filed
March 28, 2008

      Form 10-Q
for Fiscal Quarter Ended June 30, 2008

      Filed
August 12, 2008

      Form 8-K,
Filed June 24, 2008

      File No.
1-32955

      Dear Ms.
O’Brien:

      Filed
simultaneous herewith, via EDGAR, please find Amendment No. 2 to the above
referenced Form 10-K and Amendment No. 1 to the above referenced Form
10-Q.

      Set forth
below are the Staff’s comments, as set forth in the Staff’s letter dated August
25, 2008, followed by our responses, which are numbered to correspond with the
numbers set forth in the Staff’s comment letter.

      Form 10-K for the Fiscal
Year Ended December 31, 2007

      Business, page
3

      Natural Gas and Oil
Reserves, page 8

      Comment:

                1.

                We
      note your disclosure in footnote item (2) that you provided the
      standardized measure of discounted future net cash flows attributable to
      your reserves “using prices in effect at the end of the respective periods
      presented, discounted at 10% per annum on a pre-tax
      basis.”  Based on this disclosure, it appears the measure you
      present under this heading may be a non-GAAP measure since it differs from
      the GAAP standardized measure of discounted future net cash flows as
      contemplated in SFAS 69 due to the exclusion of future income
      taxes.  As such, please modify the description of this measure
      to avoid investor confusion and include the disclosures required by Item
      10(e) of Regulation S-K, including reconciliation to the most directly
      comparable component of the standardized measure of discounted future net
      cash flows or otherwise modify your calculation and disclosure as
      necessary.

      U.S.
Securities and Exchange Commission

      October
2, 2008

      Page
2

      Company
Response:

      The
“Natural Gas and Oil Reserves” presentation has been revised to present the
standardized measure after income taxes.

      Controls and Procedures,
page 25

                2.

                We
      note your disclosure that “Based on the evaluation described above, our
      Chief Executive Officer and Chief Financial Officer have concluded that,
      as of December 31, 2007, our disclosure controls and procedures were not
      effective in ensuring that the information required to be disclosed by us
      in reports filed under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in
      the rules and forms of the SEC.”  Please note Item 307 of
      Regulation S-K requires you to disclose your officer’s conclusions
      regarding the effectiveness of your disclosure controls and procedures as
      that term is defined in Rule 13a-15(e) of the Exchange Act.  The
      definition in Rule 13a-15(e) is more comprehensive than that included in
      your disclosure.  Specifically, the term disclosure controls and
      procedures “means controls and procedures of an issuer that are designed
      to ensure that information required to be disclosed by the issuer in the
      reports that its files or submits under the Act is recorded, processed,
      summarized and reported, within the time periods specified in the
      Commission’s rules and forms.  Disclosure controls and
      procedures include, without limitation, controls and procedures designed
      to ensure that information required to be disclosed an issuer in the
      reports that it files or submits under the Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      and principal financial officers, or persons performing similar functions,
      as appropriate to allow timely decisions regarding required disclosure.”
      Your officer’s conclusion does not state whether your disclosure controls
      and procedures are effective or ineffective at accomplishing all of these
      items.  Please modify your officer’s conclusion to state whether
      your disclosure controls and procedures are effective or ineffective at
      accomplishing all of the items included within the definition of
      disclosure controls and procedures as defined in Rule 13a15(e) of the
      Exchange Act.

      Company
Response:

      As
discussed with the staff, the “Evaluation of Disclosure Controls and Procedures”
discussion appearing in Item 9A(T) has been revised to eliminate the incomplete
definition of disclosure controls and procedures and to insert, in its place,
“as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended.”

      Further,
as discussed with the staff, the discussion of disclosure controls and
procedures has been revised to state management’s conclusion that disclosure
controls and procedures were effective at December 31, 2007.  The
prior language referencing weaknesses in internal control over financial
reporting as the basis for concluding that disclosure controls and procedures
were not effective has been deleted as management has determined that the
weaknesses in question related only to internal control over financial reporting
and did not constitute weaknesses in disclosure controls and
procedures.

      U.S.
Securities and Exchange Commission

      October
2, 2008

      Page
3

      Comment:

                3.

                Given
      your conclusion that your disclosure controls and procedures were not
      effective as of December 31, 2007, please expand your disclosure to
      address any remedial measures that you initiated and/or planned to
      undertake to address the deficiency.  Please also address
      whether there is an established timeline for implementing your initiated
      and/or planned remedial measures.  In addition, please expand
      your disclosure to identify the remedial actions that you have taken and
      to provide quantitative information regarding the cost of such remedial
      actions.

      Company
Response:

      In light
of the response to Comment 2 above and the determination by management that
disclosure controls and procedures were effective, no revisions have been made
with respect to remedial measures relating to disclosure controls and
procedures.

      Management’s Report on
Internal Control over Financial Reporting, page 25

      Comment:

                4.

                Please
      include a statement that your report does not include the auditor’s
      attestation report and that your registered public accounting firm has not
      attested to management’s report on the company’s internal control over
      financial reporting.  Refer to Release No.
    33-8760.

      Company
Response:

      The
statement set forth in Item 308T(a)(4) of Regulation S-K, indicating that an
attestation report is not included, has been added at the end of Management’s
Report on Internal Controls over Financial Reporting.

      Note 1 – Nature of Company
and Summary of Significant Accounting Policies, page F-7

      Comment:

                5.

                We
      note from your disclosure your “marketable securities consist of
      asset-backed securities and municipal bonds with original maturities
      beyond 90 days.”  We further note you view these “securities as
      representing investment of funds available for current operations;” and
      have, therefore, classified your marketable securities as current
      assets.  Please tell us and expand your disclosure to explain
      the nature and term of the investments you hold in asset-based securities
      and municipal bonds.

      U.S.
Securities and Exchange Commission

      October
2, 2008

      Page
4

      Company
Response:

      The
marketable securities held at December 31, 2007 consisted of (1) $900,000 in
face amount of AAA rated auction rate notes backed by student loans with a
variable coupon rate, interest payable monthly and maturing in 2032 and (2)
$8,750,000 in face amount of AAA rated revenue bonds of the Wisconsin State
General Fund with a variable coupon rate, interest payable monthly and maturing
in 2032.  The footnote relating to Marketable Securities has been
expanded to disclose the nature and terms of the marketable
securities.  In addition, these securities were sold in February of
2008 and the company realized no gains or losses associated on the
disposal.

      Form 10-Q for the Fiscal
Quarter Ended June 30, 2008

      Note 6.  Sale of
Oil and Gas Properties, page 9

      Comment:

                6.

                We
      note you determined the carrying value of the properties sold “by
      allocating total capitalized costs within the non-U.S. full cost pool
      between properties sold and properties retained based on their relative
      fair values.”  Please confirm, if true, that you determined
      there were substantial economic differences between the properties sold
      and those retained, as contemplated by Rule 4-10(c)(6)(i) of Regulation
      S-X, or otherwise advise.

      Company
Response

      We have
reviewed our allocation of capitalized costs and determined that the description
of the methodology used in allocating capitalized cost appearing in the Form
10-Q was incorrect.  There were no substantial economic differences
between the properties sold and those retained and, accordingly, we allocated
capitalized costs based on the ratio of proved reserves sold and proved reserves
retained which is the same basis as is used to compute
amortization.   We have revised the description in the amended
Form 10-Q to accurately reflect the methodology of allocating capitalized
costs.

      Controls and Procedures,
page 17

      Comment:

                7.

                We
      note your certifying officers concluded your disclosure controls and
      procedures were effective as of June 30, 2008.  Given your
      certifying officer’s conclusion that your disclosure controls and
      procedures were ineffective as of December 31, 2007, please tell and
      expand your disclosure to explain the necessary facts and circumstances
      that led to your ability to conclude that your disclosure controls and
      procedures were effective as of June 30,
2008.

      U.S.
Securities and Exchange Commission

      October
2, 2008

      Page
5

      Company
Response:

      In light
of the response to Comment 2 above and the determination by management that
disclosure controls and procedures were effective at December 31, 2007, no
revisions have been made with respect to the conclusion that disclosure controls
and procedures were effective as of June 30, 2008.  The disclosure
has, however, been revised to make the same consistent with that included in the
Form 10-K.

      Comment:

                8.

                We
      note your disclosure that there were no changes in your internal control
      over financial reporting during the quarter ended June 30, 2008 that has
      materially affected or is reasonably likely to materially affect, your
      internal control over financial reporting.  Please tell us
      whether you performed any remediation efforts during this reporting period
      which resulted in a change in your internal controls over financial
      reporting. In addition, please provide the following disclosures, if
      applicable, for each outstanding material weakness you identified in your
      Form 10-K for the fiscal year ended December 31,
  2007:

                ·

                Reiterate
      when each material weakness was first identified and by
    whom;

                ·

                Specifically
      identify the facts and circumstances surrounding each outstanding material
      weakness;

                ·

                Provide
      a more fulsome discussion of the nature of your remediation efforts and
      the actions you’ve already
undertaken;

                ·

                Indicate
      when you believe your remediation efforts will be
    completed;

                ·

                Disclose
      the material costs associated with each remediation
    procedure.

      Company
Response:

      The
weaknesses identified in the Form 10-K related to inadequate segregation of
duties and deficiencies in the treasury control process.

      As noted
in the Form 10-K, the lack of adequate segregation of duties relates to the fact
that the company has a one person internal accounting staff.  Further,
as noted, based on the scope of operations, the company has no present plans to
add accounting staff and has taken no steps in that regard that would remedy the
lack of segregation of duties.

      The
deficiencies in the treasury control process relate to occasional failure to
review bank reconciliations prepared by an outside consultant.  The
company has implemented a procedure to review and approve bank reconciliations
on a timely basis.

      The
discussion of Changes in Internal Control over Financial Reporting has been
expanded to provide additional disclosure regarding remediation efforts and
plans.

      U.S.
Securities and Exchange Commission

      October
2, 2008

      Page
6

      Form 8-K Filed June 24,
2008

      Comment:

                9.

                Please
      confirm, if true, that you were not required to provide pro forma
      financial information for the disposition of your interest in the Caracara
      Association Contract in accordance with Items 2.01 and 9.01 of Form 8-K,
      or otherwise advise.

      Company
Response:

      The
Company qualifies as a “smaller reporting company” and, pursuant to Item
9.01(b)(1) of Form 8-K, is subject to Rule 8-05 of Regulation S-X regarding
required pro forma financial statements.  Rule 8-05 of Regulation S-X
(unlike Article 11 of Regulation S-X) calls for pro forma information to be
provided for certain acquisitions but does not provide for pro forma information
with respect to dispositions.  Accordingly, the Company has determined
that it is not required to provide pro forma information in the Form
8-K.

      Engineering
Comments

      Comment:

                10.

                Please
      submit to us the petroleum engineering reports – in hard copy and
      electronic digital format – you used as the basis for your 2007 proved
      reserve disclosures.  Please ensure these materials
      include:

                a)

                One-line
      recaps for each property sorted by field and by present worth within each
      proved reserve category including the dates of first booking and estimated
      first production for your proved undeveloped
  properties;

                b)

                Total
      company summary income forecast schedules for each proved reserve category
      with proved developed segregated into producing and non-producing
      properties;

                c)

                Individual
      income forecast schedules for each of the three largest properties (net
      equivalent reserve basis) in the proved developed and proved undeveloped
      categories as well as the AFE for each of the three PUD
      projects;

                d)

                Engineering
      exhibits (e.g. maps, rate/time plots, volumetric calculations) for each of
      these six largest properties.  Please include normal operational

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        August 25, 2008

Mr. James J. Jacobs
Chief Financial Officer
Houston American Energy Corp.
801 Travis Street, Suite 1425
Houston, Texas 77002

 Re: Houston American Energy Corp.
  Form 10-K for Fiscal Year Ended December 31, 2007, As Amended
Filed March 28, 2008

Form 10-Q for Fiscal Quarter Ended June 30, 2008
Filed August 12, 2008

Form 8-K, Filed June 24, 2008
File No. 1-32955

Dear Mr. Jacobs:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. James J. Jacobs
Houston American Energy Corp.
August 25, 2008 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2007

Business, page 3

Natural Gas and Oil Reserves, page 8

1. We note your disclosure in footnote item (2) that you prepared the standardized measure of discounted future net cash flows attributable to your reserves “using prices in effect at the end of the respective periods presented, discounted at 10% per annum on a pre-tax basis.”  Based on this disclosure, it appears the measure you present under this heading may be a non-GAAP measure since it differs from the GAAP standardized measure of discounted future net cash flows as contemplated in SFAS 69 due to the exclusion of future income taxes.  As such, please modify the description of this measure to avoid investor confusion and include the disclosures required by Item 10(e) of Regulation S-K, including reconciliation to the most directly comparable component of the standardized measure of discounted future net cash flows or otherwise modify your calculation and disclosure as necessary.

Controls and Procedures, page 25

2. We note your disclosure that “Based on the evaluation described above, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2007, our disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.”  Please note Item 307 of Regulation S-K re quires you to disclose your officer’s
conclusions regarding the effectiveness of your disclosure controls and procedures as that term is defined in Rule 13a-15(e) of the Exchange Act.  The definition in Rule 13a-15(e) is more comprehensive than that included in your disclosure.  Specifically, the term disclosure controls and procedures “means controls and procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.”  Your officer’s conclusion does not state whether your disclosure controls and procedures are effective or ineffective at

Mr. James J. Jacobs
Houston American Energy Corp.
August 25, 2008 Page 3

accomplishing all of these items.  Please modify your officer’s conclusion to state whether your disclosure controls and procedures are effective or ineffective at accomplishing all of the items included within the definition of disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act.

3. Given your conclusion that your disclosure controls and procedures were not effective as of December 31, 2007, please expand your disclosure to address any remedial measures that you initiated and/or planned to undertake to address the deficiency.  Please also address whether there is an established timeline for implementing your initiated and/or planned remedial measures.  In addition, please expand your disclosure to identify the remedial actions that you have taken and to provide quantitative information regarding the cost of such remedial actions.

Management’s Report on Internal Control over Financial Reporting, page 25

4. Please include a statement that your report does not include the auditor’s attestation report and that your registered public accounting firm has not attested to management’s report on the company’s internal control over financial reporting.  Refer to Release No. 33-8760.

Note 1 – Nature of Company and Summary of Significant Accounting Policies, page F-7

Marketable Securities, page F-9

5. We note from your disclosure your “marketable securities consist of asset-backed securities and municipal bonds with original maturities beyond 90 days.”  We further note you view these “securities as representing the investment of funds available for current operations;” and have, therefore, classified your marketable securities as current assets.  Please tell us and expand your disclosure to explain the nature and terms of the investments you hold in asset-backed securities and municipal bonds.

Form 10-Q for the Fiscal Quarter Ended June 30, 2008

Note 6. Sale of Oil and Gas Properties, page 9

6. We note you determined the carrying value of the properties sold “by allocating total capitalized costs within the non-U.S. full cost pool between properties sold and properties retained based on their relative fair values.”  Please confirm, if true, that you determined there were substantial economic differences between the properties sold and those retained, as contemplated by Rule 4-10(c)(6)(i) of Regulation S-X, or otherwise advise.

Mr. James J. Jacobs
Houston American Energy Corp.
August 25, 2008 Page 4

Controls and Procedures, page 17

7. We note your certifying officers concluded your disclosure controls and procedures were effective as of June 30, 2008.  Given your certifying officer’s conclusion that your disclosure controls and procedures were ineffective as of December 31, 2007, please tell us and expand your disclosure to explain the necessary facts and circumstances that led to your ability to conclude that your disclosure controls and procedures were effective as of June 30, 2008.

Changes in Internal Control over Financial Reporting, page 17

8. We note your disclosure that there were no changes in your internal control over financial reporting during the quarter ended June 30, 2008 that has materially affected or is reasonably likely to materially affect, your internal control over financial reporting.  Please tell us whether you performed any remediation efforts during this reporting period which resulted in a change in your internal controls over financial reporting.  In addition, please provide the following disclosures, if applicable, for each outstanding material weakness you identified in your Form 10-K for the fiscal year ended December 31, 2007:

• Reiterate when each material weakness was first identified and by whom;
• Specifically identify the facts and circumstances surrounding each outstanding material weakness;
• Provide a more fulsome discussion of the nature of your remediation efforts and the actions you’ve already undertaken;
• Indicate when you believe your remediation efforts will be completed;
• Disclose the material costs associated with each remediation procedure.

Form 8-K Filed June 24, 2008

9. Please confirm, if true, that you were not required to provide pro forma financial information for the disposition of your interest in the Caracara Association Contract in accordance with Items 2.01 and 9.01 of Form 8-K, or otherwise advise.

Mr. James J. Jacobs
Houston American Energy Corp.
August 25, 2008 Page 5

Engineering Comments

10. Please submit to us the petroleum engineering reports – in hard copy and electronic digital format - you used as the basis for your 2007 proved reserve disclosures.  Please ensure these materials include:

a) One-line recaps for each property sorted by field and by present worth within each proved reserve category including the dates of first booking and estimated first production for your proved undeveloped properties;

b) Total company summary income forecast schedules for each proved reserve category with proved developed segregated into producing and non-producing properties;

c) Individual income forecasts for each of the three largest properties (net equivalent reserve basis) in the proved developed and proved undeveloped categories as well as the AFE for each of the three PUD projects;

d) Engineering exhibits (e.g. maps, rate/time plots, volumetric calculations) for each of these six largest properties.  Please include normal operational performance projections such as oil cut vs. cumulative production and injection history/estimated fill up for any secondary recovery units in the largest three developed properties.  Also include base maps for each PUD property/field that identify existing well and PUD locations as well as producing status.  You may contact us for assistance in this or any other matter.

Please direct these engineering items to:
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC  20549-7010
Attn:  Ronald M. Winfrey

Closing Comments

 As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Mr. James J. Jacobs
Houston American Energy Corp.
August 25, 2008 Page 6

  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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Jennifer O’Brien at (202) 551-3721, or Kevin Stertzel at (202) 551-3723 if you have questions regarding comments on the financial statements and related matters.  You may contact Ronald M. Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                          HOUSTON AMERICAN ENERGY CORP.
                             801 TRAVIS, SUITE 2020
                              HOUSTON, TEXAS 77002
                            TELEPHONE (713) 222-6966
                            FACSIMILE (713) 222-6440

                                November 17, 2006

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attn:  Jill S. Davis

          RE:  Houston American Energy Corp.
               Form 8-K filed November 9, 2006
               Form 10-QSB/A for the Fiscal Quarter Ended September 30, 2006
               Filed November 13, 2006
               File No. 0-33027

Dear Ms. Davis:

Filed simultaneous herewith, via EDGAR, please find Amendment No. 1 to the above
referenced Form 8-K and Amendment No. 2 to the above referenced Form 10-QSB/A.

Set forth below are the Staff's comments, as set forth in the Staff's letter
dated November 13, 2006, followed by our responses, which are numbered to
correspond with the numbers set forth in the Staff's comment letter.

Form 8-K Filed November 9, 2006
-------------------------------

Comment:

1.   We note  your  disclosure  that  indicates  your  independent  accountants
     informed  you that certain previously filed financial statements should not
     be  relied  upon.  If  true  please  refer  to Item 4.02(b) of Form 8-K and
     provide  a  statement of whether the audit committee, board of directors or
     authorized  officers  discussed  with  independent  accountants the matters
     disclosed  in  the  filing  made  under  this  Item  4.02  Form  8-K.

Company Response:

Authorized officers of the company discussed with the independent accountants
the matters disclosed in the filing made under the Item 4.02 Form 8-K.

The Form 8-K has been amended to affirmatively state that management discussed
the matters disclosed in the Form 8-K with the independent accountants.

<PAGE>
Comment:

2.   Please refer to Item 4.02(c) of Form 8-K and confirm that you provided your
     independent  accountant  with a copy of the disclosures you have made under
     this  Item  4.02.

Company Response

The company confirms that it provided a copy of the disclosures made under Item
4.02 to its independent accountant prior to filing of the subject Form 8-K.  The
amended Form 8-K filed simultaneous herewith confirms the same.

Comment:

3.   Please  request  your  independent  accountants  furnish  to  you  a letter
     addressed  to  the  Commission  stating  whether or not they agree with the
     statements  you  have  made  in  this  Item  4.02  Form  8-K.

Company Response:

A letter from our independent accountants has been requested and received
stating their agreement with the statements made in the Item 4.02 Form 8-K.

Comment:

4.   Please  amend  this Form 8-K to file the independent accountant's letter as
     an  exhibit.

Company Response:

The Form 8-K has been amended to include the accountant's letter referred to in
comment 3 as an exhibit.

Comment:

5.   Please  clarify  your  disclosure  and  explain to us who has prepared your
     financial  statements  for  the  year ended December 31, 2005. We note that
     your  disclosure  which  indicates  that  the need to restate the financial
     statements  was  determined  by  your  independent  public  accountants  in
     conjunction  with  the  preparation  of  your  financial statements. Please
     advise.

Company Response:

The Form 8-K has been amended to clarify that the advice from the independent
accountants was given in conjunction with the "audit" as opposed to the
"preparation" of the financial statements.

For clarification, the financial statements were prepared by company personnel,
including contract accounting personnel, and not by the independent public
accountants.

<PAGE>
Comment:

6.   Please  clarify when exactly the determination was made that your financial
     statements  required  restating.  We  note disclosure indicates February 3,
     2006  but  also  March  2006.

Company Response:

The reference to March 2006 was in error.  The February 3, 2006 date is the
correct date.  The March 2006 has been deleted from the amended Form 8-K.

Comment:

7.   Please  note that disclosure is required under Item 4.02 of Form 8-K within
     four  business  days  upon  determination  that previously issued financial
     statements should not be relied upon. Please explain why you have not filed
     this  Form  8-K  within  the time frame required by the Form. Also, tell us
     whether  you have considered the timeliness of required disclosures in your
     disclosure  controls  and procedures conclusions for all subsequent filings
     where  an  effectiveness  conclusion  is  required.

Company Response:

The Company is aware of the filing deadline for the Item 4.02 Form 8-K.  The
Company included disclosure in its Form 10-KSB for the year ended December 31,
2005 indicating that the financial statements in question would be restated and
the previously filed financial statements should not be relied upon.  The
failure to file the Form 8-K on a timely basis was an oversight on the part of
the Company and was a by-product of the limited resources available to the
Company at the time in question which predated the hiring of its Chief Financial
Officer and the formation of its audit committee.

The Company has considered the timeliness of required disclosures in its
disclosure controls and procedures conclusions for subsequent filings where an
effectiveness conclusion is required, including the formation of the audit
committee, hiring of a Chief Financial Officer and other steps taken to assure
that disclosure is made in a timely manner.

Form 10-QSB/A for the Quarter Ended September 30, 2006
------------------------------------------------------

Controls and Procedures, page 18
--------------------------------

Comment:

8.   Please  clarify  your disclosure that indicates certain stock option grants
     were  not  properly  accounted  for.  We  are  unable to locate any related
     discussion  to  this matter in your Item 4.02 Form 8-K. In addition, please
     direct  us  to  where you have otherwise discussed and disclosed the nature
     and  amount  of  the  restatement  associated  with  stock  option  grants.

<PAGE>
Company Response:

The reference in the Controls and Procedures discussion in the 10-QSB/A relating
to stock option grants not being properly accounted for relate to procedural
weaknesses relating to the timing of recording the expense associated with
certain non-employee option grants during the fourth quarter of 2005.  The
expense in question was recorded within the proper period but only after the
independent accountants identified the Company's failure to record the same.

Because the options were in fact properly accounted for in the reports filed
with the Commission, there is no disclosure of the same in the Item 4.02 Form
8-K and no restatement was required.

Moreover, because the weakness in question related to fourth quarter 2005
transactions the weakness did not exist when evaluating the controls and
procedures at September 30, 2005.  Accordingly, the Form 10-QSB/A for the
quarter ended September 30, 2005 has been further amended to eliminate the
reference to failure to properly account for certain stock option grants.

Acknowledgements
----------------

The Company hereby acknowledges 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
          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  Unites  States.

Please address any comments or questions to the undersigned at the address set
forth above.

                                        Sincerely,

                                        John F. Terwilliger
                                        President

cc:  James  Jacobs
     Michael Sanders, Esq.
     Jason Ramey

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        November 13, 2006

Mr. John Terwilliger
President and Chief Executive Officer
Houston American Energy Corp.
801 Travis Street, Suite 2020
Houston, TX  77002

 Re: Houston American Energy Corp.
  Form 8-K Filed November 9, 2006
  Form 10-QSB/A for the Fiscal Quarter Ended September 30, 2005
  Filed November 13, 2006
  File No. 0-33027

Dear Mr. Terwilliger:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K Filed November 9, 2006

1. We note your disclosure that indicates your independent accountants informed you that certain previously filed financial statements should not be relied upon.  If true please refer to Item 4.02(b) of Form 8-K and provide a statement of whether the audit committee, board of directors or authorized officers discussed with

Mr. John Terwilliger
Houston American Energy Corp.
November 13, 2006 page 2

independent accountants the matters disclosed in the filing made under this Item 4.02 Form 8-K.

2. Please refer to Item 4.02(c) of Form 8- K and confirm that you have provided your
independent accountant with a copy of the disclosures you have made under this Item 4.02.

3. Please request your independent accountants furnish to you a letter addressed to the Commission stating whether or not they agree with the statements you have made in this Item 4.02 Form 8-K.

4. Please amend this Form 8-K to file the independent accountant’s letter as an exhibit.

5. Please clarify your disclosure and explain to us who has prepared your financial statements for the year ended December 31, 2005.  We note that your disclosure which indicates that the need to restate the financial statements was determined by your independent public accountants in conjunction with the preparation of your financial statements. Please advise.

6. Please clarify when exactly the determination was made that your financial statements required restating.  We note disclosure that indicates February 3, 2006 but also March 2006.

7. Please note that disclosure is required under Item 4.02 of Form 8-K within four business days upon determination that previously issued financial statements should not be relied upon.  Please explain why you have not filed this Form 8-K within the time frame required by the Form.  Also, tell us whether you have considered the timeliness of required disclosures in your disclosure controls and procedures conclusions for all subsequent filings where an effectiveness conclusion is required.

Form 10-QSB/A for the Fiscal Quarter Ended September 30, 2006

Mr. John Terwilliger
Houston American Energy Corp.
November 13, 2006 page 3

Controls and Procedures, page 18

8. Please clarify your disclosure that indicates certain stock option grants were not properly accounted for.  We are unable to locate any related discussion to this matter in your Item 4.02 Form 8-K.  In addition, please direct us to where you have otherwise discussed and disclosed the nature and amount of the restatement associated with stock option grants.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. John Terwilliger
Houston American Energy Corp.
November 13, 2006 page 4

 You may contact Kevin Stertzel at (202) 551-3723, if you have questions regarding these comments.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f