SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 12, 2025

Ryan Ellson
Chief Financial Officer
Gran Tierra Energy Inc.
500 Centre Street S.E.
Calgary, Alberta Canada T2G 1A6

 Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 File No. 001-34018
Dear Ryan Ellson:

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 September 8, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C. 20549-3561

 Attn:
 Joseph Klinko

 Robert Babula

 Re:
 Gran Tierra Energy Inc.

 Form 10-K for the Fiscal Year ended December 31, 2024

 Filed February 24, 2025

 File No. 001-34018

 Ladies and Gentlemen:

 This letter sets forth the
responses of Gran Tierra Energy Inc. (" GTE ", the " Company ," or " we ")
to the comment received from the staff of the Division of Corporation Finance (the " Staff ") of the Securities
and Exchange Commission by letter dated August 25, 2025 (the " Comment Letter ") with respect to GTE's
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-34018) filed with the Commission on
February 24, 2025 (the " Form 10-K ").

 For the Staff's convenience,
we have repeated the comment of the Staff exactly as given in the Comment Letter and provided our response below such comment.

 Form 10-K for the Fiscal Year ended December 31, 2024

 Financial and Operational Highlights, page 37

 1. We note your response to prior comment one indicating that you will include a reconciliation of
operating netback to the most directly comparable GAAP measure in future filings, although you indicate this would be net income or loss.
You indicate that a gross profit measure would not accurately reflect expenses "that are integral to operating netback" while
also suggesting that DD&A related to your oil and gas properties is "not directly attributable to operating costs." However,
you do not explain how costs that are integral to your non-GAAP measure would be appropriately omitted from the measure, nor provide any
support for the view that DD&A related to properties that are utilized in revenue generating activities would not be considered a
cost of revenue. We note that your proposal reconciliation for operating netback includes ten reconciling items, while a reconciliation
using gross profit would appear to entail a single reconciling item of DD&A.

 We continue to believe that you will need to identify
gross profit as the directly comparable GAAP measure to utilize in the reconciliation that is required by Item 10(e)(1)(i)(A) of
Regulation S-K. We reissue prior comment one.

 Response :

 We acknowledge the Staff's comment
and respectfully advise the Staff that in future filings, we will include a reconciliation of operating netback to the most directly comparable
GAAP measure gross profit.

 In our Management Discussion and Analysis
("MD&A") reported on Form 10-Q and earnings press release for the quarter ended September 30, 2025, and in future
applicable filings, we intend to extend the disclosure of consolidated and by segment gross profit in the results of operations section
and provide the reconciliation of consolidated gross profit to non-GAAP measure operating netback in the non-GAAP measures section and
by segment in the results of operations section.

 For the Staff's reference, please
see the proposed disclosures below illustrating how the Company plans to present consolidated gross profit in applicable future filings,
as applied to our 2024 Form 10-K:

 (Thousands of U.S. Dollars)
 Year ended December 31, 2024

 Colombia
 Ecuador
 Canada
 Total

 Revenue
 $575,482
 $27,412
 $18,955
 $621,849

 Operating expenses
 (179,257)
 (13,425)
 (9,649)
 (202,331)

 Transportation expenses
 (16,297)
 (1,495)
 (672)
 (18,464)

 Depletion and accretion*
 (199,323)
 (10,155)
 (8,938)
 (218,416)

 Gross profit (loss)
 $180,605
 $2,337
 $(304)
 $182,638

 * Calculated as depletion, depreciation and accretion of $230,619
as reported on the statements of operations on Form 10-K, less depreciation of administrative assets of $12,203.

 Operating netback, as presented, is
most directly comparable to gross profit and is calculated as gross profit adjusted for depletion and accretion related to producing assets.
Management believes that operating netback is a useful supplemental measure for management and investors to analyze financial performance
and provides an indication of the results generated by our principal business activities prior to the consideration of other income and
expenses.

 An example of the reconciliation from
gross profit to operating netback using the financial information for the year ended December 31, 2024, is as follows:

 (Thousands of U.S. Dollars)
 Year ended December 31, 2024

 Colombia
 Ecuador
 Canada
 Total

 Gross profit (loss)
 $180,605
 $2,337
 $(304)
 $182,638

 Adjustment to reconcile gross profit to operating netback

 Depletion and accretion*
 199,323
 10,155
 8,938
 218,416

 Operating netback
 $379,928
 $12,492
 $8,634
 $401,054

 * Calculated as depletion, depreciation and accretion of $230,619
as reported on the statements of operations on Form 10-K, less depreciation of administrative assets of $12,203.

 Operating netback, as presented, is
most directly comparable to gross profit and is calculated as gross profit adjusted for depletion and accretion related to producing assets.
Management believes that operating netback is a useful supplemental measure for management and investors to analyze financial performance
and provides an indication of the results generated by our principal business activities prior to the consideration of other income and
expenses.

 With respect to the Staff's comments
in relation to our non-GAAP Cash Netback measures in our earning press releases, we consider gross profit to be the most directly comparable
GAAP measure and will include a reconciliation from gross profit to cash netback.

 An example of the reconciliation from
gross profit to Non-GAAP measure cash netback reported in our earnings press release for the year ended December 31, 2024, is as
follows:

 (Thousands of U.S. Dollars)
 Year ended December 31, 2024

 South America
 Canada
 Other
 Total

 Gross profit
 $182,942
 $(304)
 $ -
 $182,638

 Adjustments to reconcile gross profit to operating netback and cash netback

 Depletion and accretion*
 209,478
 8,938
 -
 218,416

 Operating netback
 $392,420
 $8,634
 $ -
 $401,054

 Cash G&A expenses
 (36,143)
 (2,578)
 (1,191)
 (39,912)

 Severance expenses
 (532)
 -
 (987)
 (1,519)

 Transaction costs
 (553)
 -
 (5,354)
 (5,907)

 Realized foreign exchange gain (loss)
 2,718
 (17)
 (1,786)
 915

 Cash settlement on derivative instruments
 -
 1,103
 -
 1,103

 Interest expense, excluding amortization of debt issuance costs
 (4,360)
 (86)
 (63,102)
 (67,548)

 Interest income
 1,027
 54
 2,585
 3,666

 Other cash gain
 16
 -
 1,462
 1,478

 Net lease payments
 517
 4
 367
 888

 Current income tax
 (61,441)
 (952)
 (6,884)
 (69,277)

 Cash netback
 $293,669
 $6,162
 $(74,890)
 $224,941

 * Calculated as depletion, depreciation and accretion of $230,619
as reported on the statements of operations on Form 10-K, less depreciation of administrative assets of $12,203.

 Operating netback, as presented, is
most directly comparable to gross profit and is calculated as gross profit adjusted for depletion and accretion related to producing assets.

 Cash netback, as presented, is most
directly comparable to gross profit and is calculated as gross profit adjusted for depletion and accretion related to producing assets,
cash G&A expenses, severance expenses, transaction costs, realized foreign exchange gain, cash settlement on derivative instruments,
interest expense excluding amortization of debt issuance costs, interest income other cash gain, net lease payments, and current income
tax. Management believes that operating netback and cash netback are useful supplemental measures for management and investors to analyze
financial performance and provides an indication of the results generated by our principal business activities prior to the consideration
of other income and expenses.

 * * * * *

 If you have any questions with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Jon Young at 403-698-7911 or Hillary H. Holmes of Gibson, Dunn &
Crutcher LLP at (346) 718-6602.

 Very truly yours,

 /s/ Ryan Ellson

 Ryan Ellson

 Chief Financial Officer

 Cc:
 Jon Young, Gran Tierra Energy
 Inc

 Phillip Abraham, Gran Tierra
 Energy Inc.

 Hillary H. Holmes, Gibson, Dunn &
 Crutcher LLP

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

Ryan Ellson
Chief Financial Officer
Gran Tierra Energy Inc.
500 Centre Street S.E.
Calgary, Alberta Canada T2G 1A6

 Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 24, 2025
 Response Letter dated August 8, 2025
 File No. 001-34018
Dear Ryan Ellson:

 We have reviewed your August 8, 2025 response to our comment letter and
have the
following comment.

 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.
Unless we note otherwise, any references to prior comments are to comments in
our July 25,
2025 letter.

Form 10-K for the Fiscal Year ended December 31, 2024
Financial and Operational Highlights, page 37

1. We note your response to prior comment one indicating that you will
include a
 reconciliation of operating netback to the most directly comparable GAAP
measure in
 future filings, although you indicate this would be net income or loss.
You indicate
 that a gross profit measure would not accurately reflect expenses "that
are integral to
 operating netback" while also suggesting that DD&A related to your oil
and gas
 properties is "not directly attributable to operating costs."

 However, you do not explain how costs that are integral to your non-GAAP
measure
 would be appropriately omitted from the measure, nor provide any support
for the
 view that DD&A related to properties that are utilized in revenue
generating activities
 August 25, 2025
Page 2

 would not be considered a cost of revenue. We note that your proposed
reconciliation
 for operating netback includes ten reconciling items, while a
reconciliation using
 gross profit would appear to entail a single reconciling item of DD&A.

 We continue to believe that you will need to identify gross profit as
the directly
 comparable GAAP measure to utilize in the reconciliation that is
required by Item
 10(e)(1)(i)(A) of Regulation S-K. We reissue prior comment one.

 Please contact Joseph Klinko at 202-551-3824 or Robert Babula at
202-551-3339 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 8, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C. 20549-3561

 Attn: Joseph Klinko

 Robert Babula

 Re: Gran Tierra Energy Inc.

 Form 10-K for the Fiscal Year ended December 31,
2024

 Filed February 24, 2025

 File No. 001-34018

 Ladies and Gentlemen:

 This letter sets forth the
responses of Gran Tierra Energy Inc. (" GTE ", the " Company ," or " we ")
to the comment received from the staff of the Division of Corporation Finance (the " Staff ") of the Securities
and Exchange Commission by letter dated July 25, 2025 (the " Comment Letter ") with respect to GTE's Annual
Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-34018) filed with the Commission on February 24, 2025 (the
 " Form 10-K ").

 For the Staff's convenience,
we have repeated the comment of the Staff exactly as given in the Comment Letter and provided our response below such comment.

 Form 10-K for the Fiscal Year ended December 31, 2024

 Financial and Operational Highlights, page 37

 1. We note that your disclosures of the non-GAAP Operating
Netback measures include the table on page 38 which, while reflecting its compilation and composition, does not address the reconciliation
requirement in Item 10(e)(1)(i)(A) of Regulation S-K, as sales alone/unburdened by any costs would not be the most comparable.

 Please expand
your disclosures to include a reconciliation from the most directly comparable GAAP measure to the non-GAAP measure which, considering
its composition and characterization as a performance measure, would be gross profit in our view, reflecting all costs that would ordinarily
be attributable to sales in accordance with GAAP, and consistent with Rule 5-03.2 of Regulation S-X. For example, please ensure that gross
profit measures utilized in your reconciliations reflect the amounts of DD&A that are attributable to cost of sales under GAAP.

 Please submit
the revisions that you propose to adhere to the requirements in Item 10(e) of Regulation S-K and Rule 100(a) of Regulation G, as these
pertain to the disclosures in your periodic reports and earnings releases. Please also address this reconciliation concern with respect
to your non-GAAP Cash Netback measures.

 Response :

 We
acknowledge the Staff's comment and respectfully advise the Staff that in future filings, we will include a reconciliation of
operating netback to the most directly comparable GAAP measure. Generally, issuers in the oil and gas industry do not present gross
profit measure because the expenses reflected in gross profit do not accurately reflect the expenses customary to oil and gas
industry operations that are integral to operating netback. Further, our operating costs do not include any depletion, depreciation
and accretion expenses as those are not directly attributable to operating costs, but rather, due to the nature of oil and gas
industry, reflect the amortization of assets associated with the development of our oil and gas properties and accretion of asset
retirement obligation. In our view, operating netback is more directly comparable to net income (loss) as the closest comparable
GAAP measure that reflects our financial performance

 In our Form 10-Q and earnings press
release for the quarter ended September 30, 2025 and in future applicable filings, we intend to extend the disclosure of operating netback
and reconcile this non-GAAP measure to net income (loss). For the Staff's reference, please see the proposed disclosures below illustrating
how the Company plans to present this information in applicable future filings, as applied to our 2024 Form 10-K:

 Operating netback, as presented, is
most directly comparable to net income (loss) and is calculated as net income (loss) adjusted for depletion, depreciation and accretion,
general and administrative expenses, severance expenses, transaction costs, foreign exchange gain, derivative instruments loss, interest
expense, other gain, interest income and income tax expense. Management believes that operating netback is a useful supplemental measure
for management and investors to analyze financial performance and provides an indication of the results generated by our principal business
activities prior to the consideration of other income and expenses.

 An example of the reconciliation using
the financial information for the year ended December 31, 2024 is as follows:

 (Thousands of U.S. Dollars)
 Year ended December 31, 2024

 Net income
 $ 3,216

 Adjustments to reconcile net income to operating netback

 Depletion, depreciation and accretion
 230,619

 General and administrative expenses
 49,619

 Severance expenses
 1,519

 Transaction cots
 5,907

 Foreign exchange gain
 (8,808 )

 Derivative instruments loss
 2,271

 Interest expense
 80,466

 Other gain
 (1,478 )

 Interest income
 (3,666 )

 Income tax expense
 41,389

 Operating netback
 $ 401,054

 With respect to the Staff's comments
in relation to our non-GAAP Cash Netback measures in our earning press releases, we consider net income (loss) to be the most directly
comparable GAAP measure and a reconciliation from net income (loss) was already included in our earnings press releases.

 The below is the reconciliation from
net income to Non-GAAP measure cash netback reported in our earnings press release for the year ended December 31, 2024:

 (Thousands of U.S. Dollars)
 Year ended December 31, 2024

 Net income
 $ 3,216

 Adjustments to reconcile net income to operating netback

 Depletion, depreciation and accretion
 230,619

 Deferred tax recovery
 (27,888 )

 Stock-based compensation expense
 9,707

 Amortization of debt issuance costs
 12,918

 Non-cash lease expense
 5,923

 Lease payments
 (5,035 )

 Unrealized foreign exchange gain
 (7,893 )

 Unrealized derivatives instruments loss
 3,374

 Cash netback
 $ 224,941

 * * * * *

 If you have any questions with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Jon Young at 403-698-7911 or Hillary H. Holmes of Gibson, Dunn &
Crutcher LLP at (346) 718-6602.

 Very truly yours,

 /s/ Ryan Ellson

 Ryan Ellson

 Chief Financial Officer

 Cc: Jon Young, Gran Tierra Energy Inc

 Phillip Abraham, Gran Tierra Energy Inc.

 Hillary H. Holmes, Gibson, Dunn & Crutcher
LLP

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

Ryan Ellson
Chief Financial Officer
Gran Tierra Energy Inc.
500 Centre Street S.E.
Calgary, Alberta Canada T2G 1A6

 Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 24, 2025
 File No. 001-34018
Dear Ryan Ellson:

 We have reviewed your filing and have the following comment.

 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.

Form 10-K for the Fiscal Year ended December 31, 2024
Financial and Operational Highlights, page 37

1. We note that your disclosures of the non-GAAP Operating Netback measures
include
 the table on page 38 which, while reflecting its compilation and
composition, does not
 address the reconciliation requirement in Item 10(e)(1)(i)(A) of
Regulation S-K, as
 sales alone/unburdened by any costs would not be the most comparable.

 Please expand your disclosures to include a reconciliation from the most
directly
 comparable GAAP measure to the non-GAAP measure which, considering its
 composition and characterization as a performance measure, would be
gross profit in
 our view, reflecting all costs that would ordinarily be attributable to
sales in
 accordance with GAAP, and consistent with Rule 5-03.2 of Regulation S-X.
For
 example, please ensure that gross profit measures utilized in your
reconciliations
 reflect the amounts of DD&A that are attributable to cost of sales under
GAAP.

 Please submit the revisions that you propose to adhere to the
requirements in Item
 10(e) of Regulation S-K and Rule 100(a) of Regulation G, as these
pertain to the
 July 25, 2025
Page 2

 disclosures in your periodic reports and earnings releases. Please also
address this
 reconciliation concern with respect to your non-GAAP Cash Netback
measures.

 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 Joseph Klinko at 202-551-3824 or Robert Babula at
202-551-3339 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

GRAN TIERRA ENERGY INC.

500 Centre Street S.E.

Calgary, Alberta, Canada T2G 1A6

VIA EDGAR

August 23, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

 Re: Gran Tierra Energy Inc.

Registration Statement on Form S-3 (File No. 333-281161)

To Whom it May Concern:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), Gran Tierra Energy Inc. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to August
27, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Gibson, Dunn & Crutcher
LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its obligations under the Act.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP, by calling Hillary H. Holmes at (346)
718-6602.

    Sincerely,

    GRAN TIERRA ENERGY, INC.

    /s/ Phillip Abraham

    Vice President, Legal and Business Development

 cc: Adam Scrivens, Gran Tierra Energy, Inc.

Hillary H. Holmes, Gibson, Dunn & Crutcher
LLP

August 8, 2024
Gary S. Guidry
Chief Executive Officer
Gran Tierra Energy Inc.
500 Centre Street S.E.
Calgary, Alberta, Canada T2G 1A6
Re:Gran Tierra Energy Inc.
Registration Statement on Form S-3
Filed August 1, 2024
File No. 333-281161
Dear Gary S. Guidry:
            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:Hillary Holmes

CORRESP
1
filename1.htm

GRAN TIERRA ENERGY, INC.

900, 520 - 3 Avenue SW

Calgary, Alberta, Canada T2P 0R3

VIA EDGAR

August 11, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

 Re: Gran Tierra Energy, Inc.

Registration Statement on Form S-3 (File No. 333-258433)

To Whom it May Concern:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), Gran Tierra Energy, Inc. (the “Company”) hereby requests that the effective date
of the above-referenced registration statement (the “Registration Statement”) be accelerated to August 13, 2021, at 9:00 a.m.,
Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone
that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges
that it is aware of its obligations under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP, by calling Hillary H. Holmes at (346) 718-6602.

    Sincerely,

    GRAN TIERRA ENERGY, INC.

    /s/ Ryan Ellson

    Chief Financial Officer and Executive Vice President, Finance

 cc: Phillip Abraham, Gran Tierra Energy, Inc.

Hillary H. Holmes, Gibson, Dunn & Crutcher
LLP

United States securities and exchange commission logo
August 9, 2021
Gary Guidry
President and Chief Executive Officer
GRAN TIERRA ENERGY INC.
900, 520 - 3 Avenue SW
Calgary, Alberta, Canada T2P 0R3
Re:GRAN TIERRA ENERGY INC.
Registration Statement on Form S-3
Filed August 4, 2021
File No. 333-258433
Dear Mr. Guidry:
            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 Collins at 202-551-3176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary Holmes

October 22, 2019
Gary S. Guidry
President and Chief Executive Officer
Gran Tierra Energy Inc.
900, 520-3 Avenue SW
Calgary, Alberta Canada T2P 0R3
Re:Gran Tierra Energy Inc.
Form 10-K for the Fiscal Year ended December 31, 2018
Filed February 27, 2019
File No.: 001-34018
Dear Mr. Guidry:
            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

CORRESP
1
filename1.htm

October 22, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Natural Resources

100 F Street, NE

Washington, D.C. 20549-3561

Attn: Joseph Klinko

  Karl Hiller

    Re:
    Gran Tierra Energy Inc.

    Form 10-K for the Fiscal Year ended December 31, 2018

    Filed February 27, 2019

    File No.: 001-34018

Ladies and Gentlemen:

This letter sets forth the responses of Gran
Tierra Energy Inc. (the “Company,” or “we”) to the comments received telephonically
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
on October 15, 2019 in response to the Company’s letter dated October 3, 2019 (the “Second Response Letter”),
with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-34018)
filed with the Commission on February 27, 2019 and amended on April 16, 2019 (the “2018 Form 10-K”).

For the Staff’s convenience, we have
included a summary of the Staff’s comment as received telephonically and provided our response below such comment.

Financial Statements

Supplementary Data (Unaudited), Page 77

 1. With respect to the Company’s response to Comment #3 contained in the Second Response Letter, the Staff requests
that the Company revise its presentation of “Costs Incurred” in Schedule C to conform with the applicable disclosure
illustration at FASB ASC 932-235-55-4.

Response: In response to
the Staff’s comment, in future filings, beginning with our Annual Report on Form 10-K for the year ended December 31, 2019,
the Company will revise its disclosure to conform to the applicable disclosure illustration at FASB ASC 932-235-55-4, including
removal of summations of select data.

    October 22, 2019

Page 2 of 2

* * * * *

If you have any questions with respect to
the foregoing or if any additional supplemental information is required by the Staff, please contact Kristine Robidoux at (403)
698-7927 or Hillary H. Holmes of Gibson, Dunn & Crutcher LLP at (346) 718-6602.

    Very truly yours,

    /s/ Ryan Ellson

        Ryan Ellson

        Chief Financial Officer

 Cc: Gary S. Guidry, Gran Tierra Energy Inc.

    Kristine Robidoux, Gran Tierra Energy Inc.

    Hillary H. Holmes, Gibson, Dunn & Crutcher
LLP

    Shane Doig, KPMG LLP

    Cam Boulton, McDaniel & Associates Consultants
Ltd.

CORRESP
1
filename1.htm

October 3, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Natural Resources

100 F Street, NE

Washington, D.C. 20549-3561

 Attn: Joseph Klinko

                                                                                Karl Hiller

 Re: Gran Tierra Energy Inc.

Form 10-K for the Fiscal
Year ended December 31, 2018

Filed February 27, 2019

Response Letter dated August
26, 2019

File No.: 001-34018

Ladies and Gentlemen:

This
letter sets forth the responses of Gran Tierra Energy Inc. (“GTE”, the “Company,”
or “we”) to the comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission by letter dated September 19, 2019 in response to GTE’s letter dated August 26,
2019 (the “Prior Response Letter”), with respect to GTE’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018 (File No. 001-34018) filed with the Commission on February 27, 2019 and amended on April 16, 2019.

For
the Staff’s convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and provided
our responses below each such comment.

Financial Statements for the Fiscal Year
ended December 31, 2018

Production, Revenue and Price History,
page 12

 1. Your responses to comments 6 and 7 indicate you
did not have any natural gas sales during each of the last three fiscal years. However, you disclose natural gas production and
proved natural gas reserves for each of these periods under this heading and elsewhere in your filing. If these natural gas production
figures are not also sales volumes, expand your disclosure to clarify the basis for their inclusion in your filing.

This
comment also applies to the disclosure of proved natural gas reserves in Exhibit 99.1. Refer to the disclosure requirements pursuant
to FASB ASC 932-235-50-10 and the definition of reserves in Rule 4-10(a)(26) of Rule S-X.

Response:
As stated in the Prior Response Letter, the Company did not have any commercial production or sales of natural gas in
its Costayaco, Moqueta and Acordionero Fields for each of the last three fiscal years. The Company had de minimis production
and sales of natural gas from non-core fields of 208,961 mcf (34,827 boe), 591,775 mcf (98,629 boe) and 592,298 mcf (98,716
boe) for each of the years ended December 31, 2018, 2017 and 2016, respectively. In 2018, the Company produced 99.7% oil and
our corporate focus was and remains on the exploration for and development of oil. As a result, the Company respectfully
advises the Staff that it does not believe it is necessary to expand its disclosure to quantify these immaterial amounts of
natural gas production and sales as such information is not material to an investor. Should the Company’s production of
natural gas become material or if its strategy changes to include the pursuit of natural gas production, we will expand our
disclosure as appropriate at that time. Furthermore, in future filings, beginning with our Annual Report on Form 10-K for the
year ended December 31, 2019 (the “2019 Form 10-K”), we will revise our disclosure, as applicable,
so that it is consistent with our production and sales of natural gas.

900, 520-3 Avenue SW, Calgary, Alberta
Canada T2P 0R3, (403) 265-3221

October 3, 2019

Page 2 of 3

 2. We have read your response to comment 7 and note
the aggregate oil production figures in your response appear to be inconsistent with the comparable figures presented in the reconciliation
of the changes in total proved reserves. Revise your disclosure as may be necessary to resolve this inconsistency or tell us why
a revision is not needed.

Response:
In response to the Staff’s comment, we will include the following tabular disclosure, which will include disclosure
that resolves the inconsistency, in future filings, beginning with our 2019 Form 10-K:

The following table
presents oil production, net after royalty, and average sales price and operating expenses per oil production, net after royalty,
from each of our Costayaco (“CYC”), Moqueta (“MQT”) and Acordionero (“ACR”) Fields and from
all of our properties for the three years ended December 31, 2018:

    Year
    Ended December 31,

    2018
    2017
    2016

    CYC (1)
    MQT (1)
    ACR
    (1)
    Total
    for All

    Properties (2) (3)
    CYC (1)
    MQT (1)
    ACR (1)
    Total
    for All

    Properties (2) (3)
    CYC (1)
    MQT (1)
    ACR (1)
    Total
    for All

    Properties (2)(3)

    Oil, bbl
      2,244,497
      1,020,673
      5,469,072
      10,604,197
      3,173,659
      1,550,344
      3,131,577
      9,776,533
      3,975,842
      2,091,361
      648,518
      8,486,294

    Average sales price of oil, per bbl
    $ 58.19
    $ 59.87
    $ 57.64
    $ 58.53
    $ 43.55
    $ 45.05
    $ 43.90
    $ 43.29
    $ 33.52
    $ 32.86
    $ 35.87
    $ 33.00

    Operating  expenses
    of oil, per bbl
    $ 22.23
    $ 20.47
    $ 11.22
    $ 10.62
    $ 11.70
    $ 15.27
    $ 10.34
    $ 13.81
    $ 13.71
    $ 10.50
    $ 8.00
    $ 13.99

(1) 100% of product sales
were oil.

(2) Includes de minimis
natural gas sales from non-core properties of 208,961 mcf (34,872 boe), 591,775 mcf (98,629 boe) and 592,298 mcf (98,716 boe),
for each of the years ended December 31, 2018, 2017 and 2016, respectively.

(3) In 2018,
100% of production was from Colombia. In addition to production from Colombia, the 2017 and 2016 total production from all
properties included oil and natural gas production from Brazil up to June 30, 2017, the effective date of the Brazil
disposition. Included in the 2017 total production from all
properties is 197,841 bbl of oil production and 73,325 mcf (12,221 boe) of natural gas
production from Brazil, and included in the 2016 total production from all
properties is 262,012 bbl of oil and 2,432 mcf (405 boe) of natural gas
production from Brazil.

Financial Statements

Supplementary Data (Unaudited), page 77

 3. We have read your response to prior comment 9,
concerning your summations of select data in Schedule C which is contrary to the applicable disclosure illustration at FASB ASC
932-235-55-4. We note that you have reported oil and gas property balances in accordance with GAAP in your financial statements
of $1,310,026, $1,094,029, $1,060,093 and $780,360 as of December 31, 2018, 2017, 2016 and 2015, respectively; while including
balances of oil and gas property costs in Schedule C of $4,237,753, $3,861,578, $3,583,144, and $2,548,176 as of these same dates.

If you wish to retain the
non-GAAP balances in your tabulation, you should label the summations accordingly and provide a separate reconciliation in Schedule
C of these balances to the amounts you report for oil and gas properties in accordance with GAAP. Under this scenario, also include
a narrative to explain the differences and reasons for presenting your cumulative select data figures. Alternatively, you may remove
the non-GAAP balances to conform with the illustration referenced above.

Response:
This contradiction is attributable to expenditures related to the Brazil and Peru businesses, which were disposed on June 30,
2017 and December 8, 2017, respectively, as well as the exclusion of certain items in our reconciliation of select data in
Schedule C. In future filings, beginning with the 2019 Form 10-K, we will expand our disclosure in Schedule C to footnote
which businesses have been disposed and to include all GAAP balances.

* * * * *

October 3, 2019

Page 3 of 3

If
you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please
contact Kristine Robidoux at (403) 698-7927 or Hillary H. Holmes of Gibson, Dunn & Crutcher LLP at (346) 718-6602.

    Very truly yours,

    /s/ Ryan Ellson

        Ryan Ellson

        Chief Financial Officer

 Cc: Gary S. Guidry, Gran Tierra Energy Inc.

Kristine
Robidoux, Gran Tierra Energy Inc.

Hillary
H. Holmes, Gibson Dunn & Crutcher LLP

Shane
Doig, KPMG LLP

Cam
Boulton, McDaniel & Associates Consultants Ltd.

September 19, 2019
Gary S. Guidry
President and Chief Executive Officer
Gran Tierra Energy Inc.
900, 520-3 Avenue SW
Calgary, Alberta Canada T2P 0R3
Re:Gran Tierra Energy Inc.
Form 10-K for the Fiscal Year ended December 31, 2018
Filed February 27, 2019
Response Letter dated August 26, 2019
File No.: 001-34018
Dear Mr. Guidry:
            We have reviewed your August 26, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 30, 2019 letter.
Financial Statements for the Fiscal Year ended December 31, 2018
Production, Revenue and Price History, page 12
1.Your responses to comments 6 and 7 indicate you did not have any natural gas sales
during each of the last three fiscal years.  However, you disclose natural gas production
and proved natural gas reserves for each of these periods under this heading and elsewhere
in your filing. If these natural gas production figures are not also sales volumes, expand
your disclosure to clarify the basis for their inclusion in your filing.

This comment also applies to the disclosure of proved natural gas reserves in Exhibit
99.1.  Refer to the disclosure requirements pursuant to FASB ASC 932-235-50-10 and the
definition of reserves in Rule 4-10(a)(26) of Rule S-X.

 FirstName LastNameGary S. Guidry
 Comapany NameGran Tierra Energy Inc.
 September 19, 2019 Page 2
 FirstName LastName
Gary S. Guidry
Gran Tierra Energy Inc.
September 19, 2019
Page 2
2.We have read your response to comment 7 and note the aggregate oil production figures in
your response appear to be inconsistent with the comparable figures presented in the
reconciliation of the changes in total proved reserves.  Revise your disclosure as may be
necessary to resolve this inconsistency or tell us why a revision is not needed.
Financial Statements
Supplementary Data (Unaudited), page 77
3.We have read your response to prior comment 9, concerning your summations of select
data in Schedule C which is contrary to the applicable disclosure illustration at FASB
ASC 932-235-55-4. We note that you have reported oil and gas property balances in
accordance with GAAP in your financial statements of $1,310,026, $1,094,029,
$1,060,093 and $780,360 as of December 31, 2018, 2017, 2016 and 2015, respectively;
while including balances of oil and gas property costs in Schedule C of $4,237,753,
$3,861,578, $3,583,144, and $2,548,176 as of these same dates.

If you wish to retain the non-GAAP balances in your tabulation, you should label the
summations accordingly and provide a separate reconciliation in Schedule C of these
balances to the amounts you report for oil and gas properties in accordance with GAAP.
Under this scenario, also include a narrative to explain the differences and reasons for
presenting your cumulative select data figures. Alternatively, you may remove the non-
GAAP balances to conform with the illustration referenced above.
            You may contact John Hodgin, Petroleum Engineer, at (202) 551-3699 with
questions regarding engineering comments.  Please contact Joseph Klinko, Staff Accountant, at
(202) 551-3824 or Karl Hiller, Branch Chief, at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
1
filename1.htm

August 26, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Natural Resources

100 F Street, NE

Washington, D.C. 20549-3561

 Attn: Joseph Klinko

  Karl Hiller

 Re: Gran Tierra Energy Inc.

 Form 10-K for
                                         the Fiscal Year ended December 31, 2018

 Filed February
                                         27, 2019

 File No.: 001-34018

Ladies and Gentlemen:

This letter sets forth the responses of Gran
Tierra Energy Inc. (“GTE”, the “Company,” or “we”)
to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission by letter dated July 30, 2019 (the “Comment Letter”) with respect to GTE’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-34018) filed with the Commission on February
27, 2019 and amended on April 16, 2019 (the “2018 Form 10-K”).

For the Staff’s convenience, we have
repeated each comment of the Staff exactly as given in the Comment Letter and provided our responses below each such comment.

Form 10-K for the Fiscal Year ended December
31, 2018

Business and Properties

Estimated Reserves, page 10

 1. The discussion of probable and possible reserves refers to various circumstances identified in the definitions under
Rule 4-10(a)(18) and (a)(17) of Regulation S-X, respectively, under which such reserves may be assigned. Expand your disclosure
to further explain the extent to which one or more of the factors you have identified apply to the probable and possible reserves
disclosed as of December 31, 2018. Refer to the disclosure requirements in Item 1202(a)(5) of Regulation S-K.

Response:
In response to the Staff’s comment, in future filings beginning with our Annual Report on Form 10-K for the year ended
December 31, 2019 (the “2019 Form 10-K”), we will expand our disclosure to further explain the
extent to which one or more of the factors we have identified apply to the probable and possible reserves disclosed as of the
applicable fiscal year end.

900, 520-3 Avenue SW, Calgary, Alberta
Canada T2P 0R3, (403) 265-3221

    August 26, 2019

Page 2 of 7

With respect to the reserves included
in  the 2018 Form 10-K, such disclosure would read as follows, with the new text underlined and bold:

Proved reserves are
reserves which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible
from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations
prior to the time at which contracts providing the right to operate expires, unless evidence indicates that renewal is reasonably
certain. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil or natural
gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, we and the independent reserve engineers
employed technologies that have been demonstrated to yield results with consistency and repeatability. Estimates of proved reserves
are generated through the integration of relevant geological, engineering, and production data, utilizing technologies that have
been demonstrated in the field to yield repeatable and consistent results as defined in the SEC regulations. Data used in these
integrated assessments included information obtained directly from the subsurface through wellbores, such as well logs, reservoir
core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information.
The data utilized also included subsurface information obtained through indirect measurements such as seismic data. The tools used
to interpret the data included proprietary and commercially available seismic processing software and commercially available reservoir
modeling and simulation software. Reservoir parameters from analogous reservoirs were used to increase the quality of and confidence
in the reserves estimates when available. The method or combination of methods used to estimate the reserves of each reservoir
was based on the unique circumstances of each reservoir and the dataset available at the time of the estimate.

Probable reserves
are reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely
as not to be recovered. Estimates of probable reserves which may potentially be recoverable through additional drilling or recovery
techniques are by nature more uncertain than estimates of proved reserves and accordingly are subject to substantially greater
risk of not actually being realized by us. The probable reserves that have been assigned as of December 31, 2018 were based
on both the greater percentage of recovery of the hydrocarbons in place than assumed for proved reserves as well as to areas of
a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain.

    August 26, 2019

Page 3 of 7

Possible reserves
are reserves that are less certain to be recovered than probable reserves. Estimates of possible reserves are also inherently imprecise.
Estimates of probable and possible reserves are also continually subject to revisions based on production history, results of additional
exploration and development, price changes and other factors. The possible reserves that have been assigned as of December
31, 2018 were based on both the greater percentage of recovery of the hydrocarbons in place than assumed for probable reserves
as well as to areas of a reservoir adjacent to probable reserves where data control or interpretations of available data are less
certain.

 2. Expand your discussion of the uncertainty relating to probable and possible reserves to incorporate appropriate cautionary
language indicating estimates of probable and possible reserves (i) are more uncertain than proved reserves, (ii) have not been
adjusted for risk attributable to that uncertainty, and (iii) may not be comparable with each other and should not be summed arithmetically
with each other or with estimates for proved reserves. Refer to Item 1202(a)(5) of Regulation S-K and the Compliance and Disclosure
Interpretation Question 105.01.

Response:
In response to the Staff’s comment, we will include in future filings beginning with the 2019 Form 10-K, the following footnote
to the table of estimated reserves:

Estimates of probable
and possible reserves are more uncertain than proved reserves, but have not been adjusted for risk due to that uncertainty. Accordingly,
estimates of probable and possible reserves are not comparable and have not been, and should not be, summed arithmetically with
each other or with estimates of proved reserves.

Additionally, we respectfully direct
the Staff to pages 10, 11 and 15 of the 2018 Form 10-K for our current disclosure indicating that probable and possible reserves
are more uncertain than proved reserves. We will include this disclosure in future filings.

Proved Undeveloped Reserves, page 11

 3. Expand your disclosure of the changes in the net quantities of proved undeveloped reserves to include an explanation
of the material changes related to each line item shown in your reconciliation. To the extent that two or more unrelated factors
are combined to arrive at the line item figure, your disclosure should separately identify and quantify each individual factor
that contributed to a material change so that the change in net reserves between periods is fully explained.

The
disclosure of revisions in the previous estimates of reserves in particular should identify such factors as changes caused by
commodity prices, well performance, unsuccessful and/or uneconomic proved undeveloped locations or the removal of proved undeveloped
locations due to changes in a previously adopted development plan. Refer to Item 1203(b) of Regulation S-K.

    August 26, 2019

Page 4 of 7

This comment also applies
to the disclosure provided as part of the Supplementary Data (Unaudited) on page 78 relating to the significant changes in the
net quantities of total proved reserves for each line item shown in the reconciliation, other than production, and for each of
the periods presented. Refer to FASB ASC 932-235-50-5.

Response:
In response to the Staff’s comment, in future filings beginning with our 2019 Form 10-K, we will expand our existing tabular
presentation of the categories of changes in the net quantities of proved undeveloped reserves to include a narrative explanation
of the material changes related to each line item shown in our reconciliation. For example, the reconciliation table in the 2018
Form 10-K would be accompanied by the following:

Changes in proved
undeveloped reserves during the year ended December 31, 2018 shown in the table above primarily resulted from the following significant
factors:

Acquisitions.
During the year ended December 31, 2018, we added 0.7 MMBOE of proved reserves as a result of acquisitions of the remaining
45% working interest in the PUT-1 Block in the Putumayo Basin and two working interest additions in the VMM-2 Block in the
Middle Magdalena Valley Basin.

Conversion
to Proved Producing. In 2018, we converted 12.9 MMBOE, or 66%, of 2017 proved undeveloped reserves to developed status.
This was based on the drilling of 13 wells in the Acordionero Field, three wells in the Costayaco Field, and one well in the Cumplidor
and Juglar fields.

Discoveries
and Extensions. Discoveries and extensions added 6.4 MMBOE of 2018 proved undeveloped reserves during the year ended
December 31, 2018. Extensions added 5.6 MMBOE,  attributed to extensions in the Costayaco, Moqueta, Cumplidor, Ayombero and
Acordionero fields. Discoveries added 0.8 MMBOE, attributed to the Pomorroso discovery and the M2 Limestone discovery in the Costayaco
Field.

Revisions
of previous estimates. During the year ended December 31, 2018, we experienced revisions of 3.5 MMBOE of 2018 proved
undeveloped reserves to proved developed reserves, primarily as a result of positive technical revisions based on well performance
in the Acordionero Field, offset by negative revisions based on well performance in the Moqueta and Cumplidor sandstone reservoirs,
as well as the Costayaco sandstone and A limestone reservoirs.

Also in response to the Staff’s
comment, we will include similar information in the Supplementary Data in our annual financial statements.

    August 26, 2019

Page 5 of 7

Developed and Undeveloped Acreage, page
12

 4. Expand the disclosure of your acreage to discuss the expiration dates of material amounts of your undeveloped acreage.
Refer to the disclosure requirements under Item 1208(b) of Regulation S-K.

Response:
We acknowledge the Staff’s comment and note that, as of December 31, 2018, we did not have any material amount of undeveloped
acreage subject to leasehold expiration over the next three years or prior to the expected commercial depletion of such acreage.
As a result, we believe that no expanded disclosure is required at this time.

 5. Expand your disclosure to indicate the extent to which you have assigned any proved undeveloped reserves to locations
which are currently scheduled to be drilled after expiration of the related acreage. If there are material quantities of net proved
undeveloped reserves relating to such locations, also describe the steps that will be necessary to extend the time to the expiration
of such acreage.

Response:
We acknowledge the Staff’s comment and note that, as of December 31, 2018, we did not have any proved undeveloped reserves
assigned to locations currently scheduled to be drilled after expiration of the related acreage. As a result, we believe that no
expanded disclosure is required at this time.

Production, Revenue and Price History,
page 12

 6. Expand your disclosure of production and average sales prices, to include for the Costayaco, Moqueta and Acordionero
fields, and any other fields that contain 15% or more of your total proved reserves, the net quantities of natural gas production
and the related gas sales prices for each of the last three fiscal years. Refer to the disclosure requirements under Item 1204(a)
of Regulation S-K.

Response:
We acknowledge the Staff’s comment and respectfully note that we believe our disclosure of production quantities, proved
reserves and average sales prices is in compliance with Item 1204(a) of Regulation S-K. No field other than the Costayaco, Moqueta
and Acordionero fields contains more than 15% of our total proved reserves. We did not have any commercial natural gas production
or sales from these three fields for each of the last three fiscal years, as gas was either reinjected, used in operations, or flared,
and, as such, had no assigned natural gas reserves. As a result, we do not believe expanded disclosure is required at this time.

    August 26, 2019

Page 6 of 7

 7. Your tabular disclosure of production and price history appears to be limited to information relating specifically to
the Costayaco, Moqueta and Acordionero fields. Expand your tabulation to present comparable figures for the total aggregate amounts
of production, by final product sold of oil and natural gas, relating to all of your producing assets, for each of the last three
fiscal years. Refer to the disclosure requirements under Item 1204(a) of Regulation S-K.

Response:
In response to the Staff’s comment, we will revise our tabular disclosure in future filings, beginning with the 2019
Form 10-K, as shown below. We will include a line item for total aggregate amount of production by final product sold relating to all of our producing assets. We
note that we did not have any NGL sales or production or natural gas sales in any of the last three fiscal years.

The following table
presents oil production, net after royalty, and average sales price and operating expenses per oil production, net after royalty,
from each of our Costayaco (“CYC”), Moqueta (“MQT”) and Acordionero (“ACR”) Fields and from
all of our properties for the three years ended December 31, 2018:

    Year Ended December 31,

    2018
    2017
    2016

    CYC
    MQT
    ACR
    Total for
 All
 Properties
    CYC
    MQT
    ACR
    Total for
 All
 Properties
    CYC
    MQT
    ACR
    Total for
 All
 Properties

    Oil, bbl (1)
      2,244,497
      1,020,673
      5,469,072
      10,604,197
      3,173,659
      1,550,344
      3,131,577
      9,776,533
      3,975,842
      2,091,361
      648,518
      8,486,294

    Average sales price of oil, per bbl
    $ 58.19
    $ 59.87
    $ 57.64
    $ 58.53
    $ 43.55
    $ 45.05
    $ 43.90
    $ 43.29
    $ 33.52
    $ 32.86
    $ 35.87
    $ 33.00

    Operating expenses of oil, per bbl
    $ 22.23
    $ 20.47
    $ 11.22
    $ 10.62
    $ 11.70
    $ 15.27
    $ 10.34
    $ 13.81
    $ 13.71
    $ 10.50
    $ 8.00
    $ 13.99

(1) 100% of product sales were oil.

 8. The tabular presentation of production for the Costayaco, Moqueta and Acordionero fields and the preceding discussion
indicates the figures shown in the table include both oil and NGL production. However, footnote 1 to your reconciliation of the
changes in total proved reserves on page 34 indicates liquids reserves, and by extension the production figures, for all periods
are 100% oil. Revise your disclosure of production on page 12 to reconcile the apparent inconsistency in the description of your
liquids production, or tell us why a revision is not necessary.

Response:
We acknowledge the Staff’s comment and respectfully note that for each of the years ended December 31, 2018, 2017 and 2016,
as disclosed on pages 34 and 78 of the 2018 Form 10-K, our total hydrocarbon production consisted of 100% oil. The information
regarding production and sales quantities on pages 11 and 12 of the 2

CORRESP
1
filename1.htm

    Hillary H. Holmes

    Direct: +1 346.718.6602

    Fax: +1 346.718.6902

    HHolmes@gibsondunn.com

August 7, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Natural Resources

100 F Street, NE

Washington, D.C. 20549-3561

 Attn: Joseph Klinko

Karl Hiller

 RE: Gran Tierra Energy Inc.

Form 10-K for the Fiscal Year
ended December 31, 2018

Filed February 27, 2019

File No.: 001-34018

Ladies and Gentlemen:

Our client, Gran Tierra Energy Inc., a Delaware
corporation (the “Company”), is in receipt of the letter dated July 30, 2019 (the “Comment
Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-34018)
filed with the Commission on February 27, 2019 and amended on April 16, 2019.

In a telephone call with the Staff on August
7, 2019, we, on behalf of our client, requested that the deadline for responding to the Comment Letter be extended. The additional
time is needed due to the time dedicated by management of the Company to the preparation and filing of the Company’s Form
10-Q for the quarterly period ended June 30, 2019.

Per our telephone discussions, this letter
will confirm that the Company will submit its response to the Comment Letter on or before August 27, 2019.

August 7, 2019

Page 2

If you have any questions with respect to
the foregoing, please do not hesitate to call me at (346) 718-6602.

    Sincerely,

    /s/ Hillary H. Holmes

    Hillary H. Holmes

HHH/cw

 cc: Ryan Ellson, Gran Tierra Energy Inc.

Kristine Robidoux, Gran Tierra Energy Inc.

July 30, 2019
Gary S. Guidry
President and Chief Executive Officer
Gran Tierra Energy Inc.
900, 520-3 Avenue SW
Calgary, Alberta Canada T2P 0R3
Re:Gran Tierra Energy Inc.
Form 10-K for the Fiscal Year ended December 31, 2018
Filed February 27, 2019
File No.: 001-34018
Dear Mr. Guidry:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2018
Business and Properties
Estimated Reserves, page 10
1.The discussion of probable and possible reserves refers to various circumstances identified
in the definitions under Rule 4-10(a)(18) and (a)(17) of Regulation S-X, respectively,
under which such reserves may be assigned.  Expand your disclosure to further explain the
extent to which one or more of the factors you have identified apply to the probable and
possible reserves disclosed as of December 31, 2018.  Refer to the disclosure requirements
in Item 1202(a)(5) of Regulation S-K.
2.Expand your discussion of the uncertainty relating to probable and possible reserves to
incorporate appropriate cautionary language indicating estimates of probable and possible
reserves (i) are more uncertain than proved reserves, (ii) have not been adjusted for risk
attributable to that uncertainty, and (iii) may not be comparable with each other and
should not be summed arithmetically with each other or with estimates for proved

 FirstName LastNameGary S. Guidry
 Comapany NameGran Tierra Energy Inc.
 July 30, 2019 Page 2
 FirstName LastNameGary S. Guidry
Gran Tierra Energy Inc.
July 30, 2019
Page 2
reserves.  Refer to Item 1202(a)(5) of Regulation S-K and the Compliance and Disclosure
Interpretation Question 105.01.
Proved Undeveloped Reserves, page 11
3.Expand your disclosure of the changes in the net quantities of proved undeveloped
reserves to include an explanation of the material changes related to each line item shown
in your reconciliation.  To the extent that two or more unrelated factors are combined to
arrive at the line item figure, your disclosure should separately identify and quantify each
individual factor that contributed to a material change so that the change in net reserves
between periods is fully explained.

The disclosure of revisions in the previous estimates of reserves in particular should
identify such factors as changes caused by commodity prices, well performance,
unsuccessful and/or uneconomic proved undeveloped locations or the removal of proved
undeveloped locations due to changes in a previously adopted development plan.  Refer to
Item 1203(b) of Regulation S-K.

This comment also applies to the disclosure provided as part of the Supplementary Data
(Unaudited) on page 78 relating to the significant changes in the net quantities of total
proved reserves for each line item shown in the reconciliation, other than production, and
for each of the periods presented.  Refer to FASB ASC 932-235-50-5.
Developed and Undeveloped Acreage, page 12
4.Expand the disclosure of your acreage to discuss the expiration dates of material amounts
of your undeveloped acreage.  Refer to the disclosure requirements under Item 1208(b) of
Regulation S-K.
5.Expand your disclosure to indicate the extent to which you have assigned any proved
undeveloped reserves to locations which are currently scheduled to be drilled after
expiration of the related acreage.  If there are material quantities of net proved
undeveloped reserves relating to such locations, also describe the steps that will be
necessary to extend the time to the expiration of such acreage.
Production, Revenue and Price History, page 12
6.Expand your disclosure of production and average sales prices, to include for the
Costayaco, Moqueta and Acordionero fields, and any other fields that contain 15% or
more of your total proved reserves, the net quantities of natural gas production and the
related gas sales prices for each of the last three fiscal years.  Refer to the disclosure
requirements under Item 1204(a) of Regulation S-K.
7.Your tabular disclosure of production and price history appears to be limited to
information relating specifically to the Costayaco, Moqueta and Acordionero fields.

 FirstName LastNameGary S. Guidry
 Comapany NameGran Tierra Energy Inc.
 July 30, 2019 Page 3
 FirstName LastName
Gary S. Guidry
Gran Tierra Energy Inc.
July 30, 2019
Page 3
Expand your tabulation to present comparable figures for the total aggregate amounts of
production, by final product sold of oil and natural gas, relating to all of your producing
assets, for each of the last three fiscal years.  Refer to the disclosure requirements under
Item 1204(a) of Regulation S-K.
8.The tabular presentation of production for the Costayaco, Moqueta and Acordionero fields
and the preceding discussion indicates the figures shown in the table include both oil and
NGL production.  However, footnote 1 to your reconciliation of the changes in total
proved reserves on page 34 indicates liquids reserves, and by extension the production
figures, for all periods are 100% oil.  Revise your disclosure of production on page 12 to
reconcile the apparent inconsistency in the description of your liquids production, or tell
us why a revision is not necessary.
Financial Statements
Supplementary Data (Unaudited), page 77
9.We note that you have provided a roll-forward of acquisition, exploration and
development costs in your tabulation on page 79, including balances reflecting the
summation of such costs as of December 31, 2015, 2016, 2017 and 2018.  However, the
balances that you report do not coincide with the amounts that you report in Note 5 on
page 63, which appear to be those you present in conformity with U.S. GAAP.

As the disclosure requirements outlined in FASB ASC 932-235-50-17 through 20 include
amounts that may or may not be capitalized, and do not encompass DD&A, ceiling-test
write-downs, impairments, or other adjustments to capitalized costs, please clarify the
nature of the balances that you report.

Please observe the summary nature of this disclosure requirement, without vertical
summations or balances in the illustration at FASB ASC 932-235-55-4.
            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.
            You may contact John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding engineering comments.  Please contact Joseph Klinko at (202) 551-3824 or Karl
Hiller, Accounting Branch Chief at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

Mail Stop 4628
June 9, 2017

Via Email
Mr. Gary Guidry, President and
Chief Executive Officer, Director
Gran Tierra Energy Inc.
900, 520 – Avenue SW
Calgary, Alberta Canada T2P 0R3

Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year ended December 31 , 2016
Filed March 1, 2017
File No. 001 -34018

Dear Mr. Guidry :

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

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

May 24, 2017

Mr. Karl Hiller

Branch Chief, Office of Natural
Resources

United States Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop 4628

 Re: Gran Tierra Energy Inc.

Form 10-K for the Fiscal Year
Ended December 31, 2016

Filed March 1, 2017

File No. 001-34018

Ladies and Gentlemen:

Set forth below
are the responses of Gran Tierra Energy Inc. (“Gran Tierra,” the “Company”,
“we,” “us” or “our”), to comments received from the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated May 10, 2017, with respect to the Company’s Annual Report
on Form 10-K for the Fiscal Year ended December 31, 2016, File No. 001-34018, filed with the Commission on March 1, 2017 (the “2016
Form 10-K”).

For your convenience,
our response is prefaced by the exact text of the Staff’s comment in bold, italicized text. All references to page numbers
and captions correspond to the 2016 Form 10-K unless otherwise specified.

Form 10-K for the Fiscal Year
Ended December 31, 2016

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 48

Consolidated Results of Continuing
Operations for the Year Ended December 31, 2016, Compared with the Results for the Years Ended December 31, 2015 and 2014, page
55

Funds Flow From Continuing
Operations, page 62

1. We note you present
the non-GAAP measure identified as Funds Flow From Continuing Operations without presenting the most directly comparable GAAP measure.
See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and review this guidance
when preparing your next filing.

Response:

We have reviewed question 102.10
of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 (the “C&DI”),
and when preparing our next Form 10-Q for the quarterly period ended June 30, 2017 (the “Second Quarter 2017 Form 10-Q”)
we intend to present the most directly comparable GAAP measure with equal or greater prominence to the non-GAAP measure.

Suite
900, 520 – 3rd Avenue SW Calgary, Alberta, Canada, T2P 0R3 (403) 265-3221 Fax (403) 265-3242 www.grantierra.com

      GTE-001

2. We note that you present
Funds Flow from Continuing Operations for all periods presented and utilize this measure to analyze your liquidity. Please revise
your presentation to comply with Item 10(e)(1)(ii)(A) of Regulation S-K which prohibits exclusion of charges or liabilities that
required or will require cash settlement from non-GAAP liquidity measures.

Response:

We have reviewed our use of the
non-GAAP measure “Funds Flow from Continuing Operations” and the use of similar non-GAAP measures by our peers in the
oil and gas industry. Based on this review, we have determined that “Funds Flow from Continuing Operations” is a financial
measure used by management to analyze the company’s performance compared to other companies in our industry and trends in
the company’s performance between periods. Management does not currently use this measure to assess the company’s ability
to meet its short term obligations, and therefore, does not believe this is a liquidity measure. Because management uses Funds
Flow from Continuing Operations as a performance measure and not a liquidity measure, we believe the most directly comparable GAAP
measure is net income or loss from continuing operations. In our Second Quarter 2017 Form 10-Q, we intend clarify the manner in
which management uses Funds Flow from Continuing Operations and reconcile the non-GAAP measure Funds Flow from Continuing Operations
to net income or loss from continuing operations.

Form 8-K filed May 3, 2017

Exhibit 99.1

3. The presentation in
your earnings release pertaining to your 2017 first quarter results, including the bullet points under Key Highlights, results
in non-GAAP measures being presented with greater prominence than GAAP measures. See Question 102.10 of the updated Non-GAAP Compliance
and Disclosure Interpretations issued on May 17, 2016 and review this guidance when preparing your next earnings release.

Response:

We have reviewed question 102.10
of the C&DI, and when preparing our next earnings release we intend to present the most directly comparable GAAP measure with
equal or greater prominence to any non-GAAP measure, including ensuring that the most directly comparable GAAP measure precedes
the non-GAAP measure.

Form 8-K filed March 1, 2017

Exhibit 99.1

4. We note that you disclose
net asset value of $4.85 per share, based on before tax net present value discounted at 10% of 2P reserves. It appears that all
estimates of proved, probable and possible reserves and related future net revenue disclosed in the press release have been prepared
in accordance with NI 51-101. Please tell us how you considered providing disclosures of reserves and net asset value based on
SEC and FASB standards to supplement those disclosed under NI 51-101, to the extent the measures are materially different.

      GTE-002

Response:

National Instrument
51-101 - Standards of Disclosure for Oil and Gas Activities (“NI 51-101”) of the Canadian Securities
Administrators and the Canadian oil and Gas Evaluation Handbook (“COGEH”) requires Canadian-registered
oil and gas companies to present certain information with respect to reserves and related net present value, including the net
present value discounted at 10% of 2P reserves calculated in accordance with NI 51-101 and COGEH. Companies in our Canadian peer
group generally disclose net asset value (“NAV”) calculated in accordance with NI 51-101 and COGEH in
their annual earnings releases, and we believe that future net revenue calculated in accordance with NI 51-101 and COGEH is useful
information about the NAV of our oil and gas properties and provides investors with a useful tool for comparing against others
in our industry.

We disclosed the standardized
measure of our proved reserves based on SEC and FASB standards as at December 31, 2016, in our Annual Report on Form 10-K filed
with the SEC on March 1, 2017. However, the standardized measure of our proved reserves does not value probable reserves, and would
not be comparable to the net present value discounted at 10% of 2P reserves calculated in accordance with NI 51-101 and COGEH.
As a result of this incomparability, management believed it would not be useful to include reserve and net asset value calculations
based on SEC and FASB standards in this press release.

* * * *

If you have any questions with
respect to the foregoing or if any additional supplemental information is required by the Staff, please contact James M. Prince
of Vinson & Elkins L.L.P. at (713) 758-3710.

Sincerely,

Gran Tierra Energy Inc.

    By:
    /s/ Ryan Ellson

    Ryan Ellson

    Chief Financial Officer

cc: Gary Guidry, Gran Tierra Energy Inc.

David E. Hardy, Gran Tierra Energy Inc.

Douglas E. McWilliams, Vinson & Elkins L.L.P.

James M. Prince, Vinson & Elkins
L.L.P.

Scott D. Rubinsky, Vinson & Elkins L.L.P.

      GTE-003

Mail Stop 4628
May 10 , 2017

Via Email
Mr. Gary Guidry, President and
Chief Executive Officer, Director
Gran Tierra Energy Inc.
900, 520 – Avenue SW
Calgary, Alberta Canada T2P 0R3

Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year ended December 31 , 2016
Filed March 1, 2017
File No. 001-34018

Dear Mr. Guidry :

We have reviewed your filing an d have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

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

Form 10 -K for the Fiscal Year e nded December 31, 2016

Management’s Discu ssion and Analysis of Financial Condition and Results of Operations, page 48

Consolidated Results of Continuing Operations for the Year Ended December 31, 2016, Compared
with the Results for the Years Ended December 31, 2015 and 2014,  page 55

Funds Flow  From Continuing Operations, page 62

1. We note you present the non -GAAP measure identified as Funds Flow From Continuing
Operations without presenting the most directly comparable GAAP measure.  See Question
102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations  issued on
May 17, 2016  and review this guidance when preparing your next filing .

Mr. Gary Guidry
Gran Tierra Energy Inc.
May 10, 2017
Page 2

 2. We note that you present Funds Flow from Continuing Operations for a ll periods presented
and utilize this measure to analyze your liquidity.  Please revise your presentation to comply
with Item 10(e) (1)(ii)(A) of Regulation S -K which prohibits exclusion of charges or
liabilities that required or will require cash settleme nt from non -GAAP liquidity measures.

Form 8 -K filed May 3 , 2017

Exhibit 99.1

3. The presentation in your earnings release pertaining to your 201 7 first quarter results,
including the bullet point s under Key Highlights , result s in non -GAAP measures being
presented with greater prominence than GAAP measures . See Question 102.10 of the
updated Non-GAAP Compliance and Disclosure Interpretations  issued on May 17, 2016  and
review this guidance when preparing your next earnings release.

Form 8 -K filed March 1 , 2017

Exhibit 99.1

4. We note that you disclose net asset value of $4.85 per share, based on before tax net present
value discounted at 10% o f 2P reserves.  It appears that all estimates of proved, probable
and possible reserves and related futu re net revenue disclosed in th e press release have been
prepared in accordance with NI 51 -101.  Please tell us how you considered providing
disclosures  of reserves and net asset value based on SEC and FASB standards to supplement
those disclosed under NI 51 -101, to the extent the  measures are material ly different .

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.

You may contact Joseph Klinko  at (202) 551 -3824  or John Cannarella at (202) 551 -3337 if
you have questions regarding comments on the financial  statements and related matters.  Please
contact me at  (202) 551 -3686  with any other questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller,
Branch Chief
Office of Natural Resources

Mail Stop 4628
 December 27, 2016

Via E -Mail
Gary Guidry
Chief Executive Officer
Gran Tierra Energy  Inc.
900, 520 3rd Avenue S.W.
Calgary, Alberta, T2 P 0R3
Canada

Re: Gran Tierra Energy Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 001 -34018

Dear Mr. Guidry :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Ethan Horowitz for

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
filename1.htm

FOIA CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 83

October 11, 2016

Mr.
Brad Skinner

Senior
Assistant Chief Accountant

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Mail
Stop 4628

    Re:
    Gran Tierra Energy Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2015

    Filed February 29, 2016

    File No. 001-34018

Ladies
and Gentlemen:

Set
forth below are the responses of Gran Tierra Energy Inc. (“Gran Tierra,” the “Company”,
“we,” “us” or “our”), to comments received from
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated September 26, 2016, with respect to the Company’s Annual
Report on Form 10-K for the Fiscal Year ended December 31, 2015, File No. 001-34018, filed with the Commission on February 29,
2016 (the “2015 Form 10-K”).

Because
of the commercially sensitive nature of the information contained herein, this submission is accompanied by a request for confidential
treatment for selected portions of this letter. We have filed a separate letter with the Office of Freedom of Information and
Privacy Act (the “FOIA Office”) in connection with this confidential treatment request, pursuant to
Rule 83 of the Commission’s Rules on Information Requests (17 C.F.R. § 200.83). The location of the information subject
to the confidential treatment request is indicated in the EDGAR submission with [***]. For the Staff’s reference, we have
enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence
marked to show the portions redacted from the version filed via EDGAR and for which we are requesting confidential treatment.

In
accordance with Rule 83, we are requesting confidential treatment of (a) the marked portions (the “Confidential
Information”) of this response letter (the “Letter”) and (b) the accompanying Request
(collectively, the “Confidential Material”). Please promptly inform the undersigned of any request for
disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or otherwise so that the undersigned
may substantiate the foregoing request for confidential treatment in accordance with Rule 83.

Suite 900, 520 –
3rd Avenue SW Calgary, Alberta, Canada, T2P 0R3            (403) 265-3221
Fax (403) 265-3242             www.grantierra.com

GTE-001

Confidential Treatment Requested by Gran
Tierra Energy Inc.

In
accordance with Rule 83, this Letter has been clearly marked with the legend “Confidential Treatment Requested by Gran Tierra
Energy Inc.” and each page is marked for the record with the identifying numbers and code “GTE-001” through
“GTE-005.”

Pursuant
to Rule 83, a copy of the Request (but not this Letter) also is being delivered to the Commission’s FOIA Office.

For
your convenience, our response is prefaced by the exact text of the Staff’s comment in bold, italicized text. All references
to page numbers and captions correspond to the 2015 Form 10-K unless otherwise specified.

Form
10-K for the Fiscal Year Ended December 31, 2015

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 49

Critical
Accounting Policies and Estimates, page 68

Goodwill,
page 71

 1. We note your disclosure indicating that you performed your impairment test as of December
31, 2015 and concluded that goodwill, related entirely to the Colombia reporting unit, was not impaired. If any of the reporting
units are at risk or are reasonably likely to fail step one in a future goodwill impairment test under FASB ASC 350-20-35-4 through
8, please disclose the following:

 · The percentage by which fair value exceeded carrying value as of the date of the most recent
test;

 · A description of how the key assumptions were determined for your low, medium, and high valuation
cases in estimating the fair value of the Colombia reporting unit;

 · A discussion of the degree or extent of uncertainty associated with the key assumptions,
including specific details underlying your assessments; and

 · A description of any reasonably likely events or changes in circumstances, including consideration
of the recent acquisitions, that could negatively affect your key assumptions.

If you have concluded
that material goodwill does not exist at any reporting units that are at risk of failing step one, please submit supplementally
for review the quantitative and qualitative assessments that you have made in formulating this view.

If you require further
clarification or guidance please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of Financial Reporting Release No.
72, as it pertains to disclosures about Critical Accounting Estimates in Management’s Discussion and Analysis, codified
in FRC §501.14.

GTE-002

Response:

We
performed our impairment test as of December 31, 2015, and concluded that goodwill, related entirely to the Colombia reporting
unit, was not impaired and was not at risk of failing step one.

We
disclosed the following in the ‘Critical Accounting Policies and Estimates’ section of our Management’s Discussion
and Analysis of Financial Condition and Results of Operations in the 2015 Form 10-K: “At December 31, 2015, we performed
a valuation of our Colombia reporting unit and passed the first step of the goodwill impairment test at each of the low, medium,
and high valuation cases.”

Based
on the valuation, the fair value of the Colombian reporting unit exceeded its carrying amount at December 31, 2015, based on
the low, medium, and high valuation cases. The goodwill impairment assessment resulted in fair value in excess of carrying
value of [***] in the low, medium, and high valuation cases, respectively.

Factors
that contributed to the goodwill valuation cushion are: the valuation uses forward curve oil prices; goodwill is supported by
our most prolific assets; the goodwill arose on assets acquired at relatively low fair values due to the pricing environment
at the time of their purchase; and the carrying value of the Colombian reporting unit, against which the fair value was
compared, had been reduced by $140.7 million ($232.4 million of impairment before deferred income tax recovery of $91.7
million) as a result of the prescribed USGAAP full cost pool ceiling test (Rule 4.10 of Regulation S-X), which is not a fair
value test. Our year-end 2015 valuation was based on reserve reports with an effective date of December 31, 2015, prepared by
our independent third party reserves engineer, using their December 31, 2015 forward curve price deck. The medium valuation
case was based on management’s best estimate of future cash flows, with the low and high valuation cases based on cash
flows reduced and increased by [***]. The forward curve used by our independent third party reserves engineer was within a
+/- 10% spread from the mean of twenty-five forecasters, including reservoir engineering firms and major banks.

The
discount factors used in the evaluation were [***] for proved reserves and [***] for proved plus probable reserves. We
performed an assessment of these discount factors to ensure they were reasonable and within the range of our weighted average
cost of capital. We engaged an independent expert to assist with our assessment of discount factors at December 31, 2015.

Undeveloped
land was valued based on management’s assessment of [***] per acre for acreage in the area.
We considered recent market transactions in our Colombian reporting unit’s area of operation, but available market
data was very limited. Based on our recent corporate acquisitions, [***]  per acre appeared reasonable. We also ran a sensitivity test on
the goodwill impairment assessment and passed based on the low, medium and high cases on an undeveloped land value of [***]
 per acre.

GTE-003

[TEXT FROM PAGE GTE-003 OF THIS LETTER
HAS BEEN OMITTED AND PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 83.]

Confidential Treatment
Requested by Gran Tierra Energy Inc.

We
also compared the fair value of our reporting units to our market capitalization at December 31, 2015 and concluded that the implied
market premiums in the low, medium and high cases were reasonable in relation to our peers.

We
have provided to the Staff in Annex A additional information with respect to the quantitative and qualitative assessments
that we made in formulating our view that material goodwill does not exist at any reporting units that are at risk of failing
step one.

*
* * *

If
you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please
contact Douglas E. McWilliams of Vinson & Elkins L.L.P. at (713) 758-3613.

    Sincerely,

    Gran Tierra Energy Inc.

    By:

    /s/ Ryan Ellson

    Ryan Ellson

    Chief Financial Officer

    cc:
    Gary Guidry, Gran Tierra Energy Inc.

    David E. Hardy, Gran Tierra Energy Inc.

    Douglas E. McWilliams, Vinson & Elkins L.L.P.

GTE-004

Confidential Treatment
Requested by Gran Tierra Energy Inc.

Annex A

[***]

GTE-005

[TEXT FROM PAGE GTE-005 OF THIS LETTER
HAS BEEN OMITTED AND PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 83.]

Mail Stop 4628
September 26, 2016

Via E -Mail
Gary Guidry
Chief Executive Officer
Gran Tierra Energy, Inc.
200, 150 13 Avenue S.W.
Calgary, Alberta, T2R 0V2
Canada

Re: Gran Tierra Energy Inc.
Form 10 -K for the Fiscal Year ended December 31, 2015
Filed February 29, 2016
File No. 001 -34018

Dear Mr. Guidry :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

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

Form 10 -K for the Fiscal Year ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
49

Critical Accounting Policies and Estimates, page 68

Goodwill, page 71

1.  We note your disclosure indicating that you performed your impairment test as of
December 31, 2015 and concluded that goodwill, related entirely to the Colombia
reporting unit, was not impaired.  If any of the reporting units are at risk or are reasonably
likely to fail step one in a future goodwill impairment test under FASB ASC 350 -20-35-4
through 8, please disclose the following:

Gary Guidry
Gran Tierra Energy Inc.
September 26, 2016
Page 2

 The percentage by which fair value exceeded carrying value as of the date of the
most recent test;

 A description of how the key assumptions were determined for your low,
medium, and high valuation cases in estimating the fair value of the Colombia
reporting unit;

 A discussion of the degree or extent of uncertainty associated with the key
assumptions, including specific details underlying your assessments; and

 A description of any reasonably likely events or changes in circumstances,
including consideration of the recent acquisitions, that could negatively affect
your key assumptions.

If you have co ncluded that material goodwill does not exist at any reporting units that are
at risk of failing step one, please submit supplementally for review the quantitative and
qualitative assessments that you have made in formulating this view.

If you require fur ther clarification or guidance please refer to Item 303(a)(3)(ii) of
Regulation S -K and Section V of Financial Reporting Release No. 72, as it pertains to
disclosures about Critical Accounting Estimates in Management’s Discussion and
Analysis, codified in FRC §501.14.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written stateme nt 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.

Gary Guidry
Gran Tierra Energy Inc.
September 26, 2016
Page 3

 You may contact  Jeannette Wong , Staff Accountant, at (202) 551 -2137 or Kimberly
Calder, Assistant Chief Accountant, at (202) 551 -3701 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3489
with any other questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

Mail Stop 4628
September 30, 2015

Via E -Mail
Mr. Ryan Ellson
Chief Financial Officer
Gran Tierra Energy Inc.
200, 150 13th Avenue S.W.
Calgary, Alberta
Canada T2R 0V2

Re: Gran Tierra  Energy Inc.
 Form 10 -K for the Fiscal Year ended December 31, 2014
Filed March 2, 2015
File No. 001 -34018

Dear  Mr. Ellson :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or 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 th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely ,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
filename1.htm

VIA EDGAR

September 21, 2015

Mr. Brad Skinner

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:
    Gran Tierra Energy Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2014

    Filed March 2, 2015

    File No. 001-34018

Dear Mr. Skinner:

On behalf of Gran Tierra Energy
Inc. (“Gran Tierra” or the “Company”) we are responding to the comments (the
“Comments”) received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated September 8, 2015, with respect to Gran Tierra’s
Form 10-K listed above (the “2014 Form 10-K”). The Comment has, for the Staff’s convenience, been
set forth below in italics.

Form 10-K for the Fiscal
Year Ended December 31, 2014

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 54

 1. The example disclosure regarding proved reserves in your response to prior comment from our letter dated July 21, 2015 indicates
that “holding all factors constant, we do not expect any downward adjustment to our consolidated NAR reserve volumes during
2015.” Revise the disclosure to clarify, if true, that your analysis held all factors other than price constant. If price
is used as a variable, clarify in your discussion how you determined what price to use. Note this
comment also applies to the first paragraph of the example disclosure regarding the ceiling test.

 2. We note your disclosure regarding the impact to after tax cash flows of a $1 change in benchmark oil prices. Revise this
disclosure to quantify the reasonably possible impact, in terms of ceiling test impairment loss, based on current prices.

200,
150 - 13th Avenue SW, Calgary, Alberta, Canada (403) 265-3221 Fax (403) 265-3242 www.grantierra.com

    -2-

Response:

To address the Staff’s
comments, we propose to include disclosure, substantially in the following form, in our Form 10-Q for the quarter ended September
30, 2015 (“Q3 2015 Form 10-Q”) and propose to include substantially similar language in the Company’s
future Form 10-Q and Form 10-K filings, to the extent applicable. Due to the many factors impacting the asset base and the cash
flows used in the prescribed U.S.GAAP ceiling test calculation, we propose to provide disclosure regarding the impact of lower
commodity prices on our estimated ceiling test calculation and reserves for the subsequent quarter only.

“Holding all factors
constant other than benchmark oil prices, it is reasonably likely that we will experience ceiling test impairment losses in our
Brazil and Colombia cost centers in the fourth quarter of 2015.

It is difficult to predict
with reasonable certainty the amount of expected future impairment losses given the many factors impacting the asset base and the
cash flows used in the prescribed U.S.GAAP ceiling test calculation. These factors include, but are not limited to, future commodity
pricing, royalty rates in different pricing environments, operating costs and negotiated savings, foreign exchange rates, capital
expenditures timing and negotiated savings, production and its impact on depletion and cost base, upward or downward reserve revisions,
reserve additions, and tax attributes. Subject to these factors and inherent limitations, we believe that ceiling test impairment
losses in the fourth quarter of 2015 could exceed $• million in Brazil and $• million in Colombia. The calculation of
the impact of lower commodity prices on our estimated ceiling test calculation was prepared based on the presumption that all other
inputs and assumptions are held constant with the exception of benchmark oil prices. Therefore, this calculation strictly
isolates the impact of commodity prices on the prescribed GAAP ceiling test. This calculation was based on a pro forma oil
price of $• per bbl for the year ended December 31, 2015. This pro forma oil price was calculated using a 12-month unweighted
arithmetic average of oil prices, and included the oil prices on the first day of the month for the 10 months ended October 2015,
and, for November and December 2015, estimated oil prices for the fourth quarter of 2015 using the forward price curve forecast
of our independent reserves evaluator dated October 1, 2015.

As noted above, actual cash
flows may be materially affected by other factors. For example, in Colombia, cash royalties are levied at lower rates in low oil
price environments and foreign exchange rates can materially impact the deferred tax component of the asset base, operating costs,
and the income tax calculation. In Brazil, foreign exchange rates can materially impact operating costs and the income tax calculation.

Holding all factors constant
other than benchmark oil prices, we do not expect any downward adjustment to our consolidated NAR reserve volumes during the fourth
quarter of 2015. In a continued low oil price environment, we expect that a loss of less than one percent of the December 31, 2014,
consolidated proved NAR reserves in Brazil would be more than offset by an increase of NAR reserves in Colombia due to the lower
rate at which cash royalties are levied in low oil price environments. This disclosure is based on a pro forma oil price of $•
per bbl for the year ended December 31, 2015, calculated as described above.”

    -3-

Please do not hesitate to call
me at (403) 767-6501, if you have any questions or would like any additional information regarding this matter.

Sincerely,

Gran Tierra Energy Inc.

    By:
    /s/ Ryan Ellson

    Ryan Ellson

    Chief Financial Officer

    cc:
    Gary Guidry – President and Chief Executive Officer

    Nancy H. Wojtas, Esq.

September 8, 2015

Via E -Mail
Mr. Ryan Ellson
Chief Financial Officer
Gran Tierra Energy Inc.
200, 150 13th Avenue S.W.
Calgary, Alberta
Canada T2R 0V2

Re: Gran Tierra Energy Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
Response Letter dated August 11, 2015
File No. 001 -34018

Dear Mr. Ellson :

We have reviewed  your August 11,  2015 response to our comment  letter  and have the
following comment s.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possibl e when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our ref erences to prior comments are to comments in our  July 21,
2015 letter.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 54

Overview, page 54

1. The example disclosure regarding proved reserves in your response to prior
comment from our letter dated July 21, 201 5 indicates that “holding all factors
constant, we do not expect any downward adjustment to our consolidated NAR
reserve volumes during 2015.”   Revise the disclosure to clarify, if true, that your
analysis held all factors  other than price constant .  If price is used as a variable,

Mr. Ryan Ellson
Gran Tierra Energy Inc.
September 8, 2015
Page 2

 clarify in your discussion how you determined what price to use.  Note this
comment also applies to the first paragr aph of the example disclosure regarding
the ceiling test.

2. We note your disclosure regarding the impact to after tax cash flows of a $1
change in benchmark oil prices.  Revise this disclosure to quantify the reasonably
possible impact, in terms of ceiling test impairment loss, based on current prices.

You may contact Joseph Klinko at (202) 551 -3824 or Kimberly L. Calder at (202) 551 -
3701 if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551-3489 with any other questions .

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

VIA
EDGAR

August
11, 2015

Mr.
Brad Skinner

Senior
Assistant Chief Accountant

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-3628

    Re:
    Gran Tierra Energy Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2014

    Filed March 2, 2015

    File No. 001-34018

Dear
Mr. Skinner:

On
behalf of Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) we are
responding to the comment (the “Comment”) received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated July 21, 2015, with respect
to Gran Tierra’s Form 10-K listed above (the “2014 Form 10-K”). The Comment has, for the Staff’s
convenience, been set forth below in italics.

Form
10-K for the Fiscal Year Ended December 31, 2014

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 54

 1. We have read your response to prior comment one, indicating several reasons
why you have not quantified the reasonably possible effects of lower commodity prices on your development plans and accounting
under the full cost methodology. For example, we note the following remarks.

 · You explain that upon filing your annual and subsequent interim report
you “believed that it was possible that development capital would not be permanently deferred to 2016 or beyond”;

 · you express the views that “statements quantifying possible future
ceiling test impairments based upon estimates are potentially misleading” and “providing impairment sensitivity based
on changes in commodity prices changes alone would be misleading”; and

200,
150 - 13th Avenue SW, Calgary, Alberta, Canada           (403) 265-3221
Fax (403) 265-3242         www.grantierra.com

      - 2 -

 · you state that you do not believe the several months of depressed oil
prices at the time of filing your reports “represent a long term permanent decline in oil prices.”

The
requirements to address trends and uncertainties and their reasonably possible effects in Items 303(a)(1), (2)(ii), and (3)(ii)
of Regulation S-K, as well as Instruction 3 to that guidance, do not depend on certainty or permanence as conditions for disclosure,
as suggested in your reply. Rather, the requirements apply to the reasonably possible material impacts of known trends or uncertainties.

You
disclose on page 55 that you recently changed your business strategy “Largely as a result of the current low commodity price
environment” and, with regard to the Bretaña field, reclassified as contingent resources all probable and possible
reserves associated with the field and recognized a related impairment charge of $265 million. You state “Sustained periods
of low oil prices could be detrimental to our financial performance.”

Given
the foregoing and your response, it appears that it is at least reasonably possible that the impact of lower prices will be material.
On a related point, your statement that there is a possibility that development capital has not been permanently deferred seems
to imply that development capital has been deferred for an indefinite period, and may depend on an uncertain increase in commodity
prices in the future.

SEC
Release 33-8350 clarifies that quantified disclosure regarding the material effects of known material trends and uncertainties
should be provided if quantitative information is reasonably available. In view of this, and given your disclosure regarding possible
future impacts on development plans, we believe that you should expand your disclosure to quantify the impact on proved reserves
if assumed price increases do not occur.

Separately,
given that you would ordinarily have nine or ten of the twelve prices needed for the next ceiling test at the time of filing your
periodic reports, we also believe that you should disclose information about the magnitude of any material reasonably possible
upcoming ceiling test write-downs, based on information known to you in advance of filing your report, along with any of the underlying
assumptions that are necessary to clarify the nature of this disclosure.

      - 3 -

Response:

Proved
reserves

To
address the Staff’s comment regarding expanding our disclosure to quantify the impact on proved reserves in the event assumed
oil price increases do not occur, we have included disclosure, substantially in the following form, in our Form 10-Q for the quarter
ended June 30, 2015 (“Q2 2015 Form 10-Q”) and propose to include substantially similar language in the
Company’s future Form 10-Q and Form 10-K filings, to the extent applicable:

“Holding all factors
constant, we do not expect any downward adjustment to our consolidated NAR reserve volumes during 2015. The exploitation periods
for our major fields exceed the reserve life of the properties which allows the reserves to be developed prior to contract expiry,
even in the case of a short to medium term deferral of development expenditures. Furthermore, as disclosed in our press release
on June 24, 2015, we increased our planned 2015 capital budget in Colombia by $55 million and the 2015 capital investment is expected
to be consistent with the proposed capital investment included in our reserve report dated December 31, 2014 (the “2014
Reserves Report”). In Brazil, the 2015 facilities capital budgeted included in the 2014 Reserves Report, has already
been incurred. Additionally, in Colombia, the effect of prolonged low oil prices on NAR reserves is to increase reserves due to
the lower rate at which cash royalties are levied in low oil price environments. In a continued low oil price environment, we expect
that a loss of less than one percent of the December 31, 2014, consolidated proved NAR reserves in Brazil would be more than offset
by an increase of NAR reserves in Colombia.”

Ceiling test

To address the Staff’s
comment regarding disclosure of information about the magnitude of any material reasonably possible ceiling test write-down in
the event assumed oil price increases do not occur, we have included disclosure, substantially in the following form, in our Q2
2015 Form 10-Q and propose to include substantially similar language in the Company’s future Form 10-Q and Form 10-K filings,
to the extent applicable:

“Holding all factors
constant, it is reasonably likely that we will experience ceiling test impairment losses in our Brazil and Colombia cost centers
in the third and fourth quarters of 2015. It is difficult to predict with reasonable certainty the amount of expected future impairment
losses given the many factors impacting the asset base and the cash flows used in the prescribed U.S.GAAP ceiling test calculation.
These factors include, but are not limited to, future commodity pricing, royalty rates in different pricing environments, operating
costs and negotiated savings, foreign exchange rates, capital expenditures timing and negotiated savings, production and its impact
on depletion and cost base, upward or downward reserve revisions, reserve additions, and tax attributes.

Holding all other factors constant
other than benchmark oil prices, a $1.00 per bbl change in benchmark oil prices would result in changes to after tax cash flows
of approximately $12.0 million and $1.6 million, respectively, in Colombia and Brazil. As noted above, actual cash flows may be
materially affected by other factors. For example, in Colombia, cash royalties are levied at lower rates in low oil price environments
and foreign exchange rates can materially impact the deferred tax component of the asset base and the income tax calculation. In
Brazil, foreign exchange rates can materially impact operating costs and the income tax calculation.”

This disclosure provides information
that is not misleading about the magnitude of changes to our cash flows if oil price increases do not occur, assuming all other
factors remain constant, and also informs investors of the multiple factors that will affect the ceiling test calculation in addition
to oil prices.

      - 4 -

Examples of changes to other
factors which had a material impact on our estimates of potential future ceiling test write-downs since we filed our 2014 Form
10-K include: a 40% decline in the Brazilian currency exchange rate which significantly affected both operating costs and the tax
calculation used in the Brazil ceiling test; an 8% decline in the Colombian peso that resulted in a reduction of our deferred tax
liability, operating costs and the income tax effect calculation; and a 92% increase in our planned Colombian capital program that
will increase the asset base subject to the ceiling test in Colombia.

Furthermore, our oil and gas
reserves are subject to annual evaluation by our independent reserves evaluator which may result in upward or downward revisions
to our proved reserves. As noted above, our planned 2015 capital program in Colombia was increased by $55 million (effective June
2015) and the majority of the program is expected to be spent on development drilling activities, including six development wells
in the third and fourth quarters of 2015, which may result in revisions to the Company’s 2015 year-end reserves. As a result,
changes to our 2015 year-end reserves could have a material effect on our fourth quarter 2015 ceiling test calculation and cannot
be reliably estimated at this time.

Additionally, we have we have
taken advantage of the low oil price environment to renegotiate supply and service contracts and have taken other measures to reduce
operating and capital costs. For example, as disclosed in our press release dated May 6, 2015, cost optimization initiatives resulted
in $1.1 million of operating expense reductions in Colombia during the first quarter and an 11% negotiated reduction in Colombian
trucking tariffs. These factors could also materially affect third and fourth quarter USGAAP ceiling tests.

Finally, the Company does not
believe it is necessary to amend and refile its 2014 Form 10-K or Form 10-Q for the quarter ended March 31, 2015, to include additional
information about expected future 2015 ceiling test impairment losses based on facts that existed at that time since such disclosure
does not provide additional useful material information for investors to understand the Company’s current or historical financial
condition and results of operations.

Please do not hesitate to call
me at (403) 767-6501, if you have any questions or would like any additional information regarding this matter.

Sincerely,

Gran Tierra Energy Inc.

    By:
    /s/ Ryan Ellson

    Ryan Ellson

    Chief Financial Officer

    cc:
    Gary Guidry – President and Chief Executive Officer

    Nancy H. Wojtas, Esq.

CORRESP
1
filename1.htm

VIA EDGAR

August 4, 2015

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Attention: Brad Skinner

  Joseph Klinko

  Kimberly L. Calder

 Re: Gran Tierra Energy Inc. Gran Tierra Energy Inc.

Form 10-K for the Fiscal Year Ended December 31,
2014

Filed March 2, 2015

Response Letter dated June 16, 2015

File No. 001-34018

Ladies and Gentlemen:

Gran Tierra Energy Inc. is electronically
transmitting this letter to the Staff of the Securities and Exchange Commission in response to comments received from the Staff
contained in the letter from the Staff, dated July 21, 2015, with respect to Gran Tierra Energy’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2014, filed by Gran Tierra Energy with the Securities and Exchange Commission on March 2,
2015.

This letter will confirm
that Gran Tierra Energy intends to file its written response to the Staff’s comment letter no later than Tuesday, August
11, 2015. Please contact me at (403) 767-6506, or Nancy Wojtas of Cooley LLP at (650) 843-5819 with any questions or comments.

Sincerely,

/s/ Susan Mawdsley

Susan Mawdsley

Corporate Controller

July 21, 2015

Via E -Mail
Mr. Ryan Ellson
Chief Financial Officer
Gran Tierra Energy Inc.
200, 150 13th Avenue S.W.
Calgary, Alberta
Canada T2R 0V2

Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
Response Letter dated June 16, 2015
File No. 001 -34018

Dear Mr. Ellson :

We have reviewed  your June 16, 2015 response to our comment  letter  and have the
following comment s.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references  to prior comments are to comments in our  June 4, 2015
letter.

1. We have read your response to prior comment one, indicating several reasons why you
have not quantified the reasonably possible effects of lower commodity prices on your
development plan s and accounting under the full cost methodology.   For example, we
note the following remarks.

 You explain that upon filing your annual and subsequent interim report you
“believed that it was possible that development capital would not be permanently
deferred to 2016 or beyond”;

 you express the views that “statements quantifying possible future ceiling test
impairments based upon estimates are potentially misleading” and “providing

Mr. Ryan Ellson
Gran Tierra Energy Inc.
July 21, 2015
Page 2

 impairment sensitivity based on changes in commodity prices changes al one
would be misleading”; and

 you state that you do not believe the several months of depressed oil prices at the
time of filing your reports “represent a long term permanent decline in oil
prices.”

The requirements to address trends and uncertainties  and their reasonably possible effects
in Items 303(a)(1), (2)(ii), and (3)(ii) of Regulation S -K, as well as Instruction 3 to that
guidance, do not depend on certainty or permanence as conditions for disclosure, as
suggested in your reply.   Rather, the re quirements apply to the reasonably possible
material impacts of known trends or uncertainties.

You disclose on page 55 that you recently changed your business strategy “Largely as a
result of the current low commodity price environment” and, with regard to the Bretaña
field, reclassified as contingent resources all probable and possible reserves associated
with the field and recognized a related impairment charge of $265 million.   You state
“Sustained periods of low oil prices could be detrimental to our financial performance.”

Given the foregoing and your response, it appears that it is at least reasonably possible
that the impact of lower prices will be material.  On a related point, your statement that
there is a possibility that development capital has  not been permanently deferred seems to
imply that development capital has been deferred for an indefinite period, and may
depend on an uncertain increase in c ommodity prices in the future.

SEC Release 33 -8350 clarifies that quantified disclosure regardin g the material effects of
known material trends and uncertainties should be provided if quantitative information is
reasonably available.  In view of this, and given your disclosure regarding possible future
impacts on development plans, we believe that yo u should expand your disclosure to
quantify the impact on proved reserves if assumed price increases do not occur .

Separately, given that you would ordinarily have nine or ten of the twelve prices needed
for the next ceiling test at the time of filing you r periodic reports, we also believe that you
should disclose information about the magnitude of any material reasonably possible
upcoming ceiling test write -downs, based on information known to you in advance of
filing your report, along with any of the un derlying assumptions that are necessary to
clarify the nature of this disclosure.

Mr. Ryan Ellson
Gran Tierra Energy Inc.
July 21, 2015
Page 3

 You may contact Joseph Klinko at (202) 551 -3824 or Kimberly L. Calder at (202) 551 -
3701 if you have questions regarding comments on the financial statements and related  matters.
Please contact me at (202) 551 -3489 with any other questions .

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Assistant Chief Accountant

CORRESP
1
filename1.htm

VIA EDGAR

June 16, 2015

Mr. Brad Skinner

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:
    Gran Tierra Energy Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2014

    Filed March 2, 2015

    File No. 001-34018

Dear Mr. Skinner:

On behalf of Gran Tierra Energy
Inc. (“Gran Tierra” or the “Company”) we are responding to comments (the “Comments”)
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated June 4, 2015, with respect to Gran Tierra’s Form 10-K listed above (the “2014 Form 10-K”).
The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have
been incorporated into this response letter.

Form 10-K for the Fiscal Year
Ended December 31, 2014

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 54

Overview, page 54

1.
We note disclosure in your filing indicating your plans are being materially impacted by the recent decline in oil and gas
prices. For example, the following excerpts in your 2014 Form 10-K pertaining to your oil and gas reserves, development plans,
and accounting, indicate measurable effects may be known and anticipated. We note similar disclosures in your March 31, 2014 Form
10-Q.

 • “Largely as a result of the current low commodity price environment, we reevaluated our
business strategy with a renewed focus on balancing the return and risk of our exploration and development projects.” (page
21)

 • “If Brent oil prices continue to average $52.00 per bbl or below, we believe it is reasonably
likely that we would record a ceiling test impairment loss on our Brazil cost center in the first or second quarter of 2015 and
our Colombia cost center in the fourth quarter of 2015.” (page 81)

    -2-

We also note your capital budget
for 2015 is $140 million, which is a reduction from your previously announced budget of $310 million and your capital expenditures
of $416.2 million in 2014.

Items 303(a)(1), (2)(ii) and
(3)(ii) of Regulation S-K require you to address the reasonable likely effects of trends and uncertainties on liquidity, capital
resources, and results of operations. Quantification of the material effects of known material trends and uncertainties should
be provided to the extent quantitative information is reasonably available.

Unless you have determined
that it is not reasonably possible that a continuation of the current economic environment would lead to material adverse effects,
revise your disclosure to provide quantified information regarding the reasonably possible effects of a continuation of current
commodity prices on your reported reserve volumes and ceiling tests under the full cost methodology to the extent that quantified
information is reasonably available. For example, if the development plans underlying your disclosed reserves will not be undertaken
if prices do not increase, quantify the extent to which proved reserves are associated with such plans. Similarly, if the current
economic environment indicates that amounts capitalized for oil and gas prices are not expected to be recoverable, disclose the
extent to which you anticipate a write-down in the event that prices do not increase. Given the method by which the ceiling test
is performed under the full cost methodology, we would expect you to have a reasonable basis to quantify reasonably possible near-term
impacts of ceiling test impairments (using price information that is more current when filing your report than was utilized in
the computation for the period covered by the report).

Refer to the guidance in FRC
§§ 501.12.a, 501.12.b.3, and 501.14 (Sections III.A, III.B.3, and V of SEC Release Nos. 33-8350; 34-48960; FR-72), as
it relates to disclosures in an introductory section or overview, the effects of material trends and uncertainties, and critical
accounting estimates.

    -3-

Response:

We evaluated the requirements
of Items 303(a)(1), (2)(ii) and (3)(ii) of Regulation S-K and the guidance in FRC §§ 501.12.a, 501.12.b.3, and 501.14
(Sections III.A, III.B.3, and V of SEC Release Nos. 33-8350; 34-48960; FR-72), prior to the date of our 2014 Form 10-K on February
27, 2015.

At the time of filing the 2014
Form 10-K, we did not expect material reductions to reserves volumes during 2015 as a result of the lower oil price environment.
In fact, net after royalty (“NAR”) reserves volumes in Colombia increase as a result of projected lower prices,
due to the lower rate at which cash royalties are levied in low oil price environments.

Additionally, we did not disclose
quantitative information regarding reductions to proved reserves associated with the deferral of development activities in 2015
as we did not expect any downward adjustment to reserve volumes during the year as a result of our reduced 2015 capital program.
The exploitation periods for our major fields exceed the reserve life of the properties; allowing these activities to be undertaken
and the associated reserves to still be developed prior to contract expiry.

Furthermore, at the time of filing
the 2014 Form 10-K, while there were uncertainties surrounding future oil prices, we respectfully submit that there was not enough
information available about a material trend. As at February 27, 2015, there were only three months of prices below US$ 80 per
barrel (“bbl”) of oil and the forward price curve forecast of our reserves evaluator, GLJ Petroleum Consultants
Ltd. (“GLJ”) dated January 1, 2015, estimated Brent oil prices averaging US$ 75 per bbl by the fourth quarter
of 2015. The GLJ forward price curve forecast dated April 1, 2015, estimated Brent oil prices averaging US$ 65 per bbl by the fourth
quarter of 2015 and US$ 75 for 2016. We revise our capital program forecast quarterly and we expect that additional development
capital will be the priority as oil prices increase. As such, at the time of filing the 2014 Form 10-K, and Form 10-Q for the three
months ended March 31, 2015, on May 6, 2015 (the “Q1 2015 Form 10-Q”), we believed that it was possible
that development capital would not be permanently deferred to 2016 or beyond.

We also respectfully submit that
while the application of the ceiling test under Rule 4-10 of Regulation S-X to determine impairment losses appears to be purely
mechanical, there are multiple factors that affect the calculation in addition to oil prices. Other factors that influence potential
impairments include the following: exchange rates (as they significantly affect operating costs and tax pools), depletion (as a
function of production and the capital base), future impairment assessments of unproved properties, the timing and amount of additions
as per our capital program and operating cost reductions. As a result, management believes that forward looking statements quantifying
possible future ceiling test impairments based upon estimates are potentially misleading, particularly the longer the time horizon.
We also believe that providing impairment sensitivity based on changes in commodity prices changes alone would be misleading given
the significant interconnectivity of the factors noted above. Furthermore, the three and five months of depressed oil prices at
the time of filing the 2014 Form 10-K and Q1 2015 Form 10-Q, respectively, did not, in our view, represent a long term permanent
decline in oil prices, given the estimated forward oil price curves noted above.

    -4-

However, management felt it was
prudent to provide early warning to our investors regarding potential future impairments if oil prices did not recover. Therefore,
we disclosed in our 2014 Form 10-K that if Brent oil prices continued to average $52.00 per bbl or below, we believed it was reasonably
likely that we would record a ceiling test impairment loss in our Brazil and Colombia cost centers in 2015, because we believed
this was material information to investors and that it was not misleading. We considered providing further quantitative information,
however we concluded that additional quantitative information regarding possible future ceiling test impairments would not have
provided useful material information to investors. That additional information would not have promoted an understanding of the
Company’s financial condition and results of operations and would likely have been misleading due to: the short time period
under which management was attempting to determine a trend; higher forecasted oil price curves at the time the 2014 Form 10-K was
filed; the multiple factors that impact ceiling test results as described above; and significant estimations involved.

Form 8-K

2.
We note the executive changes which were announced via press release on February 2, 2015. It appears that these events may
have required reporting under Item 2.06 of Form 8-K. Explain to us how evaluated your reporting requirements with respect to these
changes.

Response:

Please refer to the Item 5.02
disclosure regarding executive changes in the Form 8-K filed on February 5, 2015.

* * * *

In addition, Gran Tierra Energy
Inc. acknowledges:

 • Gran Tierra 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

 • Gran Tierra 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.

    -5-

Please do not hesitate to call
me at (403) 265-3221, ext. 2230, if you have any questions or would like any additional information regarding this matter.

    Sincerely,

    Gran Tierra Energy Inc.

    By:
    /s/ Ryan Ellson

    Ryan Ellson

    Chief Financial Officer

    cc:
    Gary Guidry – President and Chief Executive Officer

    Nancy H. Wojtas, Esq.

June 4, 2015

Via E -Mail
Mr. James Rozon
Chief Financial Officer
Gran Tierra Energy Inc.
200, 150 13th Avenue S.W.
Calgary, Alberta
Canada T2R 0V2

Re: Gran Tierra Energy Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001 -34018

Dear  Mr. Rozon :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
54

Overview, page 54

1. We note disclosure in your filing indicating your plans are being materially impacted by
the recent decline in oil and gas prices.  For example, the following excerpts in your 2014
Form 10 -K pertaining to your oil and gas reserves, development plans, and accounting,
indicate measureable effects may be known and anticipated.  We note similar disclosures
in your March 31, 2014 Form 10 -Q.

Mr. James Rozon
Gran Tierra Energy Inc.
June 4, 2015
Page 2

  "Largely as a result of the current low commodity price environment, we reevaluated
our business strategy with a renewed focus on balancing the return and risk of our
exploration and development projects" (page 21)
 "If Brent oil prices continue to averag e $52.00 per bbl or below, we believe it is
reasonably likely that we would record a ceiling test impairment loss on our Brazil
cost center in the first or second quarter of 2015 and our Columbia cost center in the
fourth quarter of 2015." (page 81)
We als o note your capital budget for 2015 is $140 million, which is a reduction from
your previously announced budget of $310 million and your capital expenditures of
$416.2 million in 2014.
Items 303(a)(1), (2)(ii) and (3)(ii) of Regulation S -K require you to  address the
reasonably likely effects of trends and uncertainties on liquidity, capital resources, and
results of operations. Quantification of the material effects of known material trends and
uncertainties should be provided to the extent quantitative i nformation is reasonably
available.
Unless you have determined that it is not reasonably possible that a continuation of the
current economic environment would lead to material adverse effects, revise your
disclosure to provide quantified information regar ding the reasonably possible effects of
a continuation of current commodity prices on your reported reserve volumes and ceiling
tests under the full cost methodology to the extent that quantified information is
reasonably available .  For example, if the de velopment plans underlying your disclosed
reserves will not be undertaken if prices do not increase, quantify the extent to which
proved reserves are associated with such plans.  Similarly, if the current economic
environment indicates the amounts capitali zed for oil and gas prices are not expected to
be recoverable, disclose the extent to which you anticipate a write -down in the event that
prices do not increase.  Given the method by which the ceiling test is performed under the
full cost methodology, we w ould expect you to have a reasonable basis to quantify
reasonably possible near -term impacts of ceiling test impairments (using price
information that is more current when filing your report than was utilized in the
computation for the period covered by th e report).

Refer to the guidance in FRC §§ 501.12.a, 501.12.b.3, and 501.14 (Sections III.A, III.B.3,
and V of SEC Release Nos. 33 -8350; 34 -48960; FR -72), as it relates to disclosures in an
introductory section or overview, the effects of material trends and uncertai nties, and
critical accounting estimates.

Mr. James Rozon
Gran Tierra Energy Inc.
June 4, 2015
Page 3

 Form 8 -K

2. We note the executive changes which were announced via press release on February 2,
2015.  It appears that these events may have required reporting under Item 2.06 of Form
8-K.  Explain to us ho w evaluated your reporting requirements with respect to th ese
change s.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act  of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comme nts 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.

You may contact Joseph Klinko at (202) 551 -3824, Kimberly Calder at (202) 551 -3701
or me at  (202) 551 -3489  with any questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant

January 29, 2013

Via E -Mail
Mr. James Rozon
Chief Financial Officer
Gran Tierra Energy Inc.
300, 625 11 th Avenue SW
Calgary, Alberta
Canada T2R 0E1

Re: Gran Tierra Energy Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 27, 2012
File No.  1-34018

Dear Mr. Rozon :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Brad Skinner

        Brad Skinner
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

VIA EDGAR

January 17, 2013

Mr. Brad Skinner

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Gran Tierra Energy Inc.

Form 10-K for the Fiscal Year
Ended December 31, 2011

Filed February 27, 2012

File No. 001-34018

Dear Mr. Skinner:

On behalf of Gran Tierra Energy
Inc. (“Gran Tierra” or the “Company”) we are responding to the comment (the
“Comment”) received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated January 9, 2013, with respect to Gran Tierra’s Form
10-K listed above (the “2011 Form 10-K”). The Comment has, for the Staff’s convenience, been set
forth below in this response letter.

Form 10-K for the Fiscal Year
Ended December 31, 2011

Proved Undeveloped Reserves,
page 18

1.
We note your response to comment one which indicates that you converted 3.9 MMBOE of proved undeveloped
reserves and added 4.6 MMBOE of PUDs in Colombia. Please quantify the amount of investments to convert the 3.9 MMBOE and tell us
how you expect to comply with Item 1203 of Regulation S-K.

Response:

During the year ended December
31, 2011, Gran Tierra incurred capital expenditures of $28.8 million associated with the development of proved undeveloped reserves
(“PUDs”) in Colombia. Given that both Costayaco and Moqueta were not mature fields and appraisal and development
activities were undertaken throughout 2011 which provided new information about the reservoir size and performance, work performed
resulted in reserve additions across all categories, including PUDs.  Specifically, the investments made with respect to PUDs
in 2011 both resulted in a movement from PUDs to proved producing reserves and increased PUDs through an increase in the estimated
reservoir size.

Gran
Tierra expects to satisfy the Item 1203(c) of Regulation S-K disclosure requirement in its Form 10-K for the year ended
December 31, 2012 (the “2012 Form 10-K”), by disclosing the amount of 2012 investments made,
including but not limited to capital expenditures, associated with the development of PUDs, the fields to which these
expenditures related and the nature of development activity undertaken to convert PUDs to proved developed reserves.

    300, 611-10th Avenue SW, Calgary, Alberta, Canada
    (403) 265-3221 Fax (403) 265-3242
    www.grantierra.com

The Company
intends to include disclosure of the following type of information in its 2012 Form 10-K using 2011 related information for example
purposes:

“At December 31,
2011, we had total proved undeveloped reserves NAR of 8.2 MMBOE (December 31, 2010 – 4.1 MMBOE), including 4.6 MMBOE
in Colombia (December 31, 2010 – 3.9 MMBOE), 3.3 MMBOE in Argentina (December 31, 2010 – 0.2 MMBOE) and 0.3
MMBOE in Brazil (December 30, 2010 – nil). Approximately 38% of proved undeveloped reserves are located in our Puesto
Morales field in Argentina. This field was acquired as a result of the Petrolifera acquisition in 2011. Additionally, approximately
37% and 15% of proved undeveloped reserves are in our Moqueta and Costayaco fields in Colombia. None of our proved undeveloped
reserves at December 31, 2011, have remained undeveloped for five years or more since initial disclosure as proved reserves
and we have adopted a development plan which indicates that the proved undeveloped reserves are scheduled to be drilled within
five years of initial disclosure as proved reserves.

Significant
changes in proved undeveloped reserves are summarized in the table below:

    Oil Equivalent

  (MMBOE)

    Balance, December 31, 2010

    4.1

    Purchases

    3.8

    Discoveries and extensions

    1.6

    Converted to proved

    (4.0)

    Technical revisions

    2.7

    Balance, December 31, 2011

    8.2

In 2011,
we converted 4.0 MMBOE proved undeveloped reserves to proved developed status. Approximately 100% of proved
undeveloped reserves conversions occurred in the Costayaco and Moqueta fields in Colombia. In 2011, we made investments,
consisting solely of capital expenditures, of $28.8 million in Colombia associated with the development of proved undeveloped
reserves. The majority of proved undeveloped conversions occurred as a result of ongoing development activities in the
Costayaco and Moqueta fields, including infill drilling and a pressure maintenance project in the Costayaco field and infill
drilling and facilities development in the Moqueta field.”

Please do not
hesitate to call me at (403) 265-3221, ext. 2223, if you have any questions or would like any additional information regarding
this matter.

    -2-

    Sincerely,

    Gran Tierra Energy Inc.

    By:
    /s/ James Rozon

    James Rozon

    Chief Financial Officer

    cc:
    Dana Coffield – Chief Executive Officer and President

    Nancy H. Wojtas, Esq.

    -3-

January 9, 2013

Via E -Mail
Mr. James Rozon
Chief Financial Officer
Gran Tierra Energy Inc.
300, 625 11 th Avenue SW
Calgary, Alberta
Canada T2R 0E1

Re: Gran Tierra Energy Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 27, 2012
Response Letter Dated October 10, 2012
File No.  1-34018

Dear Mr. Rozon :

We have reviewed your response letter  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended December 31, 2011

Proved Undeveloped Reserves, page 18

1. We note your response to comment one which indicates that you converted 3.9 MMBOE
of prove d undeveloped reserves and added 4.6 MMBOE of PUDs in Colombia.  Please
quantify the amount of investments to convert the 3.9 MMBOE and tell us how you
expect to comply with Item 1203 of Regulation S -K.

Mr. James Rozon
Gran  Tierra Energy Inc.
January 9, 2013
Page 2

 You may contact John Cannarella at (202) 551 -3337 if  you have questions regarding
comments on the financial statements and related matters.    Please contact me at (202) 551 -3489
with any other questions.

Sincerely,

        /s/ Brad Skinner

        Brad Skinner
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

VIA EDGAR

October 10, 2012

Mr. Brad Skinner

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Gran Tierra Energy Inc.

Form 10-K for the Fiscal Year
Ended December 31, 2011

Filed February 27, 2012

File No. 001-34018

Dear Mr. Skinner:

On behalf of Gran Tierra Energy
Inc. (“Gran Tierra” or the “Company”) we are responding to comments (the “Comments”)
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated September 24, 2012, with respect to Gran Tierra’s Form 10-K listed above (the “2011 Form 10-K”).
The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have
been incorporated into this response letter.

Form 10-K for the Fiscal Year
Ended December 31, 2011

Proved Undeveloped Reserves,
page 18

1.	Your
disclosure under this section indicates that proved undeveloped reserves in Argentina increased during 2011 as a result of the
Petrolifera acquisition, and that proved undeveloped reserves in the Moqueta and Costayaco fileds in Colombia did not change materially
during 2011. This implies that you did not convert material amounts of proved undeveloped reserves to proved developed during the
year. Supplementally, tell us the volume of provide undeveloped reserves converted to proved developed during the year. Additionally,
tell us how the volume of proved undeveloped reserves converted to proved developed during the year compared to your development
plans as of the beginning of the year.

Response:

As derived on page 18 of the
2011 Form 10-K, the total change to the proved undeveloped reserves in 2011 was 4.1 million barrels of oil equivalent (“MMBOE”).
Of the ending balance shown on page 18 of the 2011 Form 10-K, 38%, or 3.2 MMBOE, was disclosed as acquired in Argentina upon acquisition
of Petrolifera Petroleum Ltd. (“Petrolifera”). The remaining 0.6 MMBOE and 0.3 MMBOE increases in proved
undeveloped reserves in Colombia and through acquisition in Brazil, respectively, did not constitute material changes.

300, 611-10th
Avenue SW, Calgary, Alberta, Canada          (403) 265-3221 Fax (403) 265-3242          www.grantierra.com

    - 2 -

Argentina

At December 31, 2010, Gran
Tierra had 0.2 MMBOE of proved undeveloped reserves in Argentina. Gran Tierra did not convert material amounts of proved undeveloped
reserves to proved developed reserves in Argentina during 2011.

Under the 2011 development
plan for Argentina, Gran Tierra did not plan to convert proved undeveloped reserves to proved developed reserves during the year.
At December 31, 2011, the Company had a development plan in place to convert all proved undeveloped reserves to proved development
reserves within five years after their initial disclosure.

At December 31, 2011, Gran
Tierra had 3.3 MMBOE of proved undeveloped reserves in Argentina, of which 3.2 MMBOE, or 97% of the Company’s proved undeveloped
reserves in Argentina, were associated with fields that were acquired in connection with the acquisition of Petrolifera in March
2011.

Colombia

At December 31, 2010, Gran
Tierra had 3.9 MMBOE of proved undeveloped reserves in Colombia. Gran Tierra converted 3.9 MMBOE to proved developed reserves during
2011 and had additions of 4.6 MMBOE to proved undeveloped reserves. The development plan included infill drilling and facilities
construction in the Moqueta field, where all proved reserves were proved undeveloped reserves at December 31, 2010, and infill
drilling and a pressure maintenance project in the Costayaco field. This activity resulted in the conversion of the proved undeveloped
reserves to proved developed reserves and was consistent with the 2011 development plan for Colombia.

The 2011 additions to proved
undeveloped reserves in Colombia comprise primarily 3.1 MMBOE related to delineation activities and technical revisions in the
Moqueta field and 1.3 MMBOE related to technical revisions in the Costayaco field. The remaining 0.2 MMBOE was related to other
fields in Colombia.

2.	Your
disclosure under this section indicates that all your proved undeveloped reserves are scheduled for development within five years.
Confirm to us that, for all your proved undeveloped reserves, a development plan has been adopted which indicates that the reserves
are scheduled to be drilled within five years of initial booking as proved reserves. For any proved undeveloped reserves not schedule
to be drilled within five years of initial booking, describe the specific circumstances which justify a longer time. See Compliance
and Disclosure Interpretation 131.04 for information regarding what constitutes adoption of a development plan. See Compliance
and Disclosure Interpretations 108.01 and 131.03 for information regarding “development projects” and “specific
circumstances”.

Response:

Gran Tierra
confirms that for all the Company’s proved undeveloped reserves a development plan has been adopted which indicates that
the reserves are scheduled to be drilled within five years of initial disclosure as proved reserves.

    - 3 -

3.	Send
us, as supplemental information, a reconciliation of beginning and ending provide undeveloped reserves for the years ending December
31, 2010 and 2011. The reconciliation should include beginning and ending balances, as well as changes during the year attributable
to purchases, sales, discoveries and extensions and provide undeveloped reserves converted to proved.

Response:

The following
table provides a reconciliation of beginning and ending proved undeveloped reserves for the years ending December 31, 2010 and
2011:

    Oil equivalent

    MMBOE

    Balance as at December 31, 2009

            0.8

      Discoveries and extensions

            4.0

      Converted to proved developed

          (0.7)

    Balance as at December 31, 2010

            4.1

      Purchases

            3.8

      Discoveries and extensions

            1.6

      Converted to proved developed

          (4.0)

      Technical revisions

            2.7

    Balance as at December 31, 2011

            8.2

Supplementary Data, page 81

Reserve
Quantity Information, page 81

4.	Revise
to include net quantities of proved undeveloped reserves of oil and gas for all periods presented. Refer to ASC 932-235-50-4.

Response:

The following
amended table discloses net quantities of proved undeveloped reserves of oil and gas as at December 31, 2011, 2010 and 2009,
as required by ASC 932-235-50-4.

    - 4 -

    Colombia

    Argentina

    Brazil

    Total

    Oil

    Gas

    Oil

    Gas

    Oil

    Gas

    Oil

    Gas

    (Mbbl)
    (MMcf)
    (Mbbl)
    (MMcf)
    (Mbbl)
    (MMcf)
    (Mbbl)
    (MMcf)

    Proved Developed
    and Undeveloped Reserves, December 31, 2008

    17,681

    1,162

    1,557

    -

    -

    -

    19,238

    1,162

    Extensions
    and Discoveries

    2,025

-

    -

    -

    -

    -

    2,025

    -

    Purchases
    of Reserves in Place

    (113)

    -

    -

    -

    -

    -

    (113)

    -

    Production

    (4,284)

    (49)

    (337)

    -

    -

    -

    (4,621)

    (49)

    Revisions
    of Previous Estimates

    5,482

    -

    71

    756

    -

    -

    5,553

    756

    Proved
    Developed and Undeveloped reserves, December 31, 2009

    20,791

    1,113

    1,291

    756

    -

    -

    22,082

    1,869

    Extensions
    and Discoveries

    3,107

    -

    43

    -

    -

    -

    3,150

    -

    Purchases
    of Reserves in Place

-

    -

    -

    -

    -

    -

-

    -

    Production

    (4,945)

    (269)

    (283)

    -

    -

    -

    (5,228)

    (269)

    Revisions
    of Previous Estimates

    3,532

    388

    62

    (756)

         -

    -

    3,594

    (368)

    Proved Developed
    and Undeveloped Reserves, December 31, 2010

    22,485

    1,232

    1,113

    -

    -

    -

    23,598

    1,232

    Extensions
    and Discoveries

    4,009

    -

    47

    -

    -

    -

    4,056

    -

    Purchases
    of Reserves in Place

    238

    13,797

    4,639

    4,825

    396

    -

    5,273

    18,622

    Production

    (5,349)

    (268)

    (727)

    (1,143)

    (43)

    -

    (6,119)

    (1,411)

    Revisions of Previous Estimates

    4,042

    (121)

    72

    -

    -

                -

    4,114

    (121)

    Proved
    Developed and Undeveloped Reserves, December 31, 2011

    25,425

    14,640

    5,144

    3,682

    353

    -

    30,922

    18,322

    Proved Developed
    Reserves, December 31, 2009 (2)

    20,194

    1,113

    1,080

    756

    -

    -

    21,274

    1,869

    Proved
    Developed Reserves, December 31, 2010 (2)

    18,528

    1,232

    940

    -

    -

    -

    19,468

    1,232

    Proved Developed
    Reserves, December 31, 2011 (2)

    20,899

    13,927

    1,918

    3,351

    54

    -

    22,871

    17,278

    Proved Undeveloped
    Reserves, December 31, 2009

    597

    -

    211

    -

    -

    -

    808

    -

    Proved
    Undeveloped Reserves, December 31, 2010

    3,957

-

    173

    -

    -

    -

    4,130

    -

    Proved Undeveloped
    Reserves, December 31, 2011

    4,526

    713

    3,226

    331

    299

    -

    8,051

    1,044

    (1) Proved oil and gas reserves are the estimated quantities of natural gas, crude oil, condensate and NGLs that geological and engineering data demonstrate with reasonable certainty can be recovered in future years from known reservoirs under existing economic and operating conditions. Reserves are considered “proved” if they can be produced economically, as demonstrated by either actual production or conclusive formation testing.

    (2) Proved developed oil and gas reserves are expected to be recovered through existing wells with existing equipment and operating methods.

Gran Tierra undertakes to provide this disclosure in the supplementary data disclosure in future Form 10-Ks, including the Form
10-K for the year ended December 31, 2012, which will be filed in February 2013.

    - 5 -

Net quantities
of proved undeveloped reserves of oil and gas as at December 31, 2011, 2010 and 2009, can be calculated from the disclosure
provided on page 81 of the filed 2011 Form 10-K by deducting proved developed reserves from total proved developed and undeveloped
reserves. Additionally, net quantities of proved undeveloped reserves of oil and gas as at December 31, 2011 were disclosed
in the table under the heading “Reserves” on page 17 of the 2011 Form 10-K; as at December 31, 2011 and 2010, under
the heading “Proved Undeveloped Reserves” on page 18 of the 2011 Form 10-K; and by country as at December 31, 2011,
in Exhibit 99.1 Third Party Report on Reserves of the 2011 Form 10-K.

As users of
the 2011 Form 10-K seeking to review the net quantities of proved undeveloped reserves of oil and gas for the respective periods
are easily able to derive these net quantities from the table on page 81 of the 2011 Form 10-K, to obtain these amounts directly
from page 18 of the 2011 Form 10-K with respect to December 31, 2011 and 2010, or to obtain these amounts directly from Exhibit
99.1 to the 2011 Form 10-K with respect to December 31, 2011, to make informed decisions relating to proved undeveloped reserves,
Gran Tierra respectfully submits that the omission of this information from the table is not an omission sufficient in magnitude
as to make it necessary to amend and refile the 2011 Form 10-K to include this information in the supplementary data.

* * * *

In addition, Gran Tierra Energy
Inc. acknowledges:

 · Gran Tierra 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

 · Gran Tierra 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.

Please do not hesitate to call
me at (403) 265-3221, ext. 2223, if you have any questions or would like any additional information regarding this matter.

Sincerely,

Gran Tierra Energy Inc.

    By:
    /s/ James Rozon

    James Rozon

    Chief Financial Officer

    cc:
    Dana Coffield – Chief Executive Officer and President

    Nancy H. Wojtas, Esq.

September 2 4, 2012

Via E -Mail
Mr. James Rozon
Chief Financial Officer
Gran Tierra Energy Inc.
300, 625 11 th Avenue SW
Calgary, Alberta
Canada T2R 0E1

Re: Gran Tierra Energy Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 27, 2012
File No.  1-34018

Dear Mr. Rozon :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

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

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

Form 10 -K for the Fiscal Year Ended December 31, 2011

Proved Undeveloped Reserves, page 18

1. Your disclosure under this section indicates that proved undeveloped reserves in
Argentina increased during 2011 as a result of the Petrolifera acquisition, and that proved
undeveloped reserves in the Moqueta and Costayaco fileds in Colombia did not change
materially during 2011.   This implies that you did not convert material amounts of proved
undeveloped reserves to proved developed during the year.   Supplementally, tell us the
volume of provide undeveloped reserves converted to proved developed during the
year.   Additionally, tell us how the volume of proved undeveloped reserves converted to
proved developed during the year compared to your development plans as of the
beginning of the year.

Mr. James Rozon
Gran Tierra Energy Inc.
September 2 4, 2012
Page 2

2. Your disclosure under this section indicates that all your proved undeveloped reserves are
scheduled for development within five years.   Confirm to us that, for all your proved
undeveloped rese rves, a development plan has been adopted which indicates that the
reserves are scheduled to be drilled within five years of initial booking as proved
reserves.   For any proved undeveloped reserves not schedule to be drilled within five
years of initial bo oking, describe the specific circumstances which justify a longer
time.   See Compliance and Disclosure Interpretation 131.04 for information regarding
what constitutes adoption of a development plan.   See Compliance and Disclosure
Interpretations 108.01 an d 131.03 for information regarding “development projects” and
“specific circumstances”.

3. Send us, as supplemental information, a reconciliation of beginning and ending provide
undeveloped reserves for the years ending December 31, 2010 and 2011.   The
reconciliation should include beginning and ending balances, as well as changes during
the year attributable to purchases, sales, discoveries and extensions and provide
undeveloped reserves converted to proved.

Supplementary Data,   page 81

Reserve Quantit y Information, page 81

4. Revise to include net quantities of proved undeveloped reserves of oil and gas for all
periods presented.   Refer to ASC 932 -235-50-4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide  a written statement from the co mpany
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.

Mr. James Rozon
Gran Tierra Energy Inc.
September 2 4, 2012
Page 3

 You may contact John Cannarella at (202) 551 -3337 if you have q uestions regarding
comments on the financial statements and related matters.    Please contact me at (202) 551 -3489
with any other questions.

Sincerely,

        /s/ Brad Skinner

        Brad Skinner
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Unassociated Document

    VIA
EDGAR

    February
19, 2010

    Mr. Karl
Hiller

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Re:

              Gran Tierra Energy
      Inc.

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

                Filed
      February 27, 2009

                File
      No. 001-34018

    Dear Mr.
Hiller:

    On behalf
of Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) we are responding to
the comments received from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) by letter dated February 12, 2010 with
respect to Gran Tierra’s Form 10-K listed above (the “Comment”).  The
Comment has been replicated in italics below for the Staff’s
convenience.

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

    Financial
Statements

    Note 6 – Share Capital, page
98

    1.           We
note your response to prior comments 1 and 2, regarding your valuation of the
warrant modifications, and after considering the specific facts and
circumstances surrounding the satisfaction of your liquidated damage liability
with the participating shareholders, we believe that you will need to correct
your valuation of the warrant modifications to use assumptions that are
consistent with those underlying your valuation of other stock-based
compensation.

    However,
we will not object if you wish to rely upon the guidance of footnote 1 of APB 26
in characterizing that portion of the liability derecognized in excess of the
fair value of the warrant modification as a contribution of capital, although
under this scenario that activity in your statements of stockholders’ equity and
the information in your financial statement disclosures will need to be
consistent with this conclusion.

    We
understand that you do not believe these changes would be sufficiently material
to require an amendment to your Form 10-K for the fiscal year ended December 31,
2008. Therefore, in your Form 10-K for the fiscal year ended December 31, 2009,
you should revise your statements of stockholders’ equity to record the $4.3
million difference between the fair value of the liability and the fair value of
the warrant modifications that you calculated to additional paid in capital
rather than to warrants, and you should disclose the reasons for this adjustment
and details about correcting your valuation.

      300, 611-10th Avenue SW, Calgary, Alberta,
Canada          (403) 265-3221
Fax (403)
265-3242          www.grantierra.com

    - 2 -

    Your
revised disclosure should explain why you believe the excess is appropriately
characterized as a capital contribution from the investors, and it should
describe how you determined the fair value of the warrants before and after the
modifications, including reference to the underlying inputs used in your
Black-Scholes calculations. Please submit all of the revisions that you propose
to address the various points.

    Gran Tierra’s
Response

    Gran
Tierra acknowledges the Staff’s guidance and proposes the following disclosure
to be included in our Form 10-K for the fiscal year ended December 31, 2009 Note
6 – Share Capital:

    Registration Rights Payments -
Restatement

    In June, 2006, the Company sold an
aggregate of 50 million units of its securities at a price of $1.50 per unit in
a private offering for gross proceeds of $75 million, pursuant to three separate
Securities Purchase Agreements, dated June 20, 2006, and one Securities Purchase
Agreement, dated June 30, 2006 (collectively, the “2006
Offering”).  Each unit comprised one share of Gran Tierra’s common
stock and one warrant to purchase one-half of a share of Gran Tierra’s common
stock at an exercise price of $1.75 with a term of five years.  As a
result of the 2006 Offering, 50 million shares of Gran Tierra’s common stock
were issued.  In connection with the issuance of these securities,
Gran Tierra entered into four separate Registration Rights Agreements with the
investors pursuant to which Gran Tierra agreed to file a registration statement
with the SEC permitting the public resale of the shares and warrants (and shares
issuable upon exercise of the warrants) issued to the investors in the 2006
Offering by November 17, 2007 and failure to do so would result in liquidated
damages.  The registration statement filed by Gran Tierra with the SEC
to satisfy its obligations under the Registration Rights Agreements was declared
effective by the SEC on May 14, 2007.  As of that date, Gran Tierra
had accrued $8.6 million in liquidated damages under the Registration Rights
Agreements. The $8.6 million of liquidated damages
was recorded as an expense in the consolidated statement of operations in the
amounts of $7.4 million for the year ended December 31, 2007, and $1.3 million
in the fourth quarter of 2006, with a corresponding liability recorded on the
consolidated balance sheet.

    On June 27, 2007, pursuant to the terms
of the Registration Rights Agreements, the Company obtained a sufficient number
of consents from the signatories to the Registration Rights Agreements waiving
Gran Tierra’s obligation to pay in cash the accrued liquidated
damages.  In exchange for amending the Registration Rights Agreements
whereby the holders waived their rights to a cash payment, the Company agreed to
amend the terms of the warrants issued in the 2006 Offering by reducing the
exercise price of the warrants to $1.05 and extending the life of the warrants
by one year.  The revised fair value of the warrants was determined by
Gran Tierra using a Black-Scholes option pricing model using inputs similar to
those used for the Company’s stock based compensation awards except that,
instead of an historical volatility rate, Gran Tierra used a 25% volatility rate, which Gran Tierra
believed at the time reflected a typical volatility rate used to value this type
of financial instrument, and resulted in the fair value of the modified warrants
being equivalent to the amount of the liquidated damages ultimately waived by
the parties to the Registration Rights Agreements.  As a result, $8.6
million was credited to warrants on the consolidated balance
sheet.

    -
3 -

    The Company had previously reported this
fair value of the modified warrants in its audited financial statements for the
fiscal years ended December 31, 2007 and December 31, 2008 and its unaudited
financial statements for the quarters ended March 31, 2009, June 30, 2009, and
September 30, 2009.

    In the fourth quarter of 2009, the
Company determined that the previously disclosed basis for determining the
valuation of the warrant modification was inconsistent with the inputs used in
the Black-Scholes option pricing model to determine the fair value of the
Company’s stock based compensation awards.  As a result, Gran Tierra
determined in 2009 to change its methodology which resulted in the fair value of
the Company’s modified warrants (using the Black-Scholes option pricing model
utilized by the Company for its stock based compensation awards) equaling $4.2 million (rather
than $8.6 million).  As a result, $4.4 million (the excess of the
liquidated damages settled over the fair value of the amendment to the
warrants) has been restated as a decrease in warrants with a corresponding
increase in additional paid-in capital as at June 27, 2007.  The
Company has recorded this excess as an equity transaction as it relates to the
extinguishment of debt with a related party since the parties to the
Registration Rights Agreements comprised over 50 percent of the outstanding
shareholdings of the Company at the time of the transaction involving the
amendment of the Registration Rights Agreements (which agreements provided that
amendments to the Registrations Rights Agreements would be decided by a majority
of the then outstanding registrable shares, as defined in the
agreements).

    The inputs used in the Black-Scholes
option pricing model to determine the change in the fair value of the modified
warrants contemplated by the amendment to the Registration Rights Agreements are
as follows:

              Immediately Before
      Modification

              Immediately Subsequent to
      Modification

              Common share price (closing price
      June 26, 2007)

            $
            1.33

            $
            1.33

              Exercise
    price

            $
            1.75

            $
            1.05

              Dividend yield (per
      share)

              $

            nil

              $

            nil

              Volatility

            100
            %

            100
            %

              Risk-free interest
      rate

            4.69
            %

            4.67
            %

              Expected
    term

              4 years

              5 years

              Estimated forfeiture percentage
      (per year)

            0
            %

            0
            %

    - 4 -

    Additionally, the Statement of
Shareholders Equity included in our Form 10-K for the year ended December 31,
2009 will include the following reference “ Restated – Note 6” beside the
relevant restated financial statement line item amounts.

    * * *
*

    In
addition, Gran Tierra Energy Inc. acknowledges:

              ·

              Gran
      Tierra 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

              ·

              Gran
      Tierra 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.

    Please do
not hesitate to call me at (403) 265-3221, ext. 230, if you have any questions
or would like any additional information regarding this matter.

    Sincerely,

    Gran
Tierra Energy Inc.

    By:
/s/ Martin
Eden

    Martin
Eden

    Chief
Financial Officer

    cc:      Dana
Coffield – Chief Executive Officer and President

    Nancy H.
Wojtas, Esq.

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

DIVISION OF
CORPORATION FINANCE
        February 19, 2010

Mr. Martin Eden
Chief Financial Officer Gran Tierra Energy Inc. 300, 611 10th Avenue SW Calgary, Alberta, Canada T2R 0B2
 Re: Gran Tierra Energy Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009
  File No. 001-34018

Dear Mr. Eden:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.           S i n c e r e l y ,             Karl Hiller
Branch Chief

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

DIVISION OF
CORPORATION FINANCE
        February 12, 2010

Mr. Martin Eden
Chief Financial Officer Gran Tierra Energy Inc. 300, 611 10th Avenue SW Calgary, Alberta, Canada T2R 0B2
 Re: Gran Tierra Energy Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009 Response Letter Dated January 8, 2010
  File No. 001-34018

 Dear Mr. Eden:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  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 10-K for the Fiscal Year Ended December 31, 2008

 Financial Statements

Note 6 – Share Capital, page 98

1. We note your response to prior comments 1 and 2, regarding your valuation of the warrant modifications, and after considering the specific facts and circumstances surrounding the satisfaction of your liquidated damage liability with the participating shareholders, we believe that you will need to correct your valuation of the warrant modifications to use assumptions that are consistent with those underlying your valuations of other stock-based compensation.

Mr. Martin Eden
Gran Tierra Energy Inc. February 12, 2010 Page 2

However, we will not object if you wish to rely upon the guidance of footnote 1 of APB 26 in characterizing that portion of the liability derecognized in excess of the fair value of the warrant modifications as a contribution of capital, although under this scenario that activity in your statements of stockholders’ equity and the information in your financial statement disclosures will need to be consistent with this conclusion.    We understand that you do not believe these changes would be sufficiently material to require an amendment to your Form 10-K for the fiscal year ended December 31, 2008.  Therefore, in your Form 10-K for the fiscal year ended December 31, 2009, you should revise your statements of stockholders’ equity to record the $4.3 million difference between the fair value of the liability and the fair value of the warrant modifications that you calculated to additional paid in capital rather than to warrants, and you should disclose the reasons for this adjustment and details about correcting your valuation.  Your revised disclosure should explain why you believe the excess is appropriately characterized as a capital contribution from the investors, and it should describe how you determined the fair value of the warrants before and after the modifications, including reference to the underlying inputs used in your Black Scholes calculations.  Please submit all of the revisions that you propose to address the various points.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Craig Arakawa at (202) 551-3650, or Jenifer Gallagher at (202)
551-3706, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

    VIA
EDGAR

    January
19, 2010

    Mr. Karl
Hiller

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Re:

              Gran Tierra Energy
      Inc.

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

                Filed
      February 27, 2009

                File
      No. 001-34018

    Dear Mr.
Hiller:

    On behalf
of Gran Tierra Energy Inc. (“Gran
Tierra” or the “Company”)
we are responding to the information request received from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”)
by telephone on January 14, 2010, with respect to Gran Tierra’s Form 10-K for
the Fiscal Year Ended December 31, 2008.

    As
discussed during the telephone call with the Staff, Gran Tierra included a
letter of explanation to the parties to the Registration Rights Agreements
(which Gran Tierra was seeking an amendment) providing the
following:

    We
reviewed a variety of options to resolve the liquidated damages issue and view
this solution as the optimum one to benefit both shareholders and Gran Tierra
for a number of reasons.  Payment of liquidated damages in cash would
severely impact Gran Tierra’s ability to carry out its drilling
program.  The alternative, to pay the liquidated damages in shares, is
equally problematic.  It would require Gran Tierra to enter into
additional registration rights agreements with the investors, the filing of yet
another resale registration statement, and the initiation of the entire SEC
filing and approval process again. This process would cause the company to incur
additional legal and accounting fees to get another registration statement
effective, in addition to incurring an additional and significant amount of
management time as well as the associated lost-opportunity cost.

    The
letter continues:

    In
exchange, for the waiver of liquidated damages, Gran Tierra will decrease the
exercise price of the warrants held by each investor in the group and extend the
term of the warrant for one year.  Currently each warrant has an
exercise price of $1.75 per share.  So, if we obtain the waiver for
your group, thereby relieving the company of its obligation to pay you in cash,
your warrant will automatically become exercisable at an exercise price of $1.05
per share.  In addition, the expiry date of the warrant is being
extended one year from the original expiry date.  This increased value
in the warrants is equivalent to the $0.155 liquidated damages accrued per
unit.

      300,
611-10 th Avenue
SW , Calgary , Alberta , Canada   (403) 265-3221 Fax (403)
265-3242   www.grantierra.com

    As we
previously explained in our letters to the Staff, in 2007, Gran Tierra incurred
the liquidated damages under the Registration Rights Agreements as a result of
the associated resale registration statement, required to be declared effective
by November 14, 2006, not being declared effective until May 14,
2007.  As a result of this breach of the Registration Rights
Agreements, Gran Tierra accrued $8.6 million of liquidated damages as of May 14,
2007 which the Company was obligated to pay in cash or issue (at the option of
the parties to the Registration Rights Agreements) additional share capital to
settle this obligation.  Ultimately, the breaches of the Registration
Rights Agreements were waived and the terms of the warrants were modified to
decrease the exercise price from $1.75 to $1.05 and to extend the term by an
additional year in lieu of a cash payment or issuance of additional share
capital to settle the liquidated damages.

    If Gran
Tierra had completed its own independent valuation of the modification of the
warrants using a Black Scholes model, the fair value of this modification would
have been equivalent to $4.3 million.  The difference between such
calculated fair value and the amount of the liquidated damages would be recorded
as an equity transaction as we believe that the transaction represented the
extinguishment of debt with a related party.  Footnote 1 to Accounting
Principles Board Opinion No. 26, Early Extinguishment of Debt,
(APB 26) states (emphasis added):

    If
upon extinguishment of debt, the parties also exchange unstated (or stated)
rights or privileges, the portion of the consideration exchanged allocable to
such unstated (or stated) rights or privileges should be given appropriate
accounting recognition.  Moreover, extinguishment transactions
between related entities may be in essence capital
transactions.

    As the
holdings of the parties to the Registration Rights Agreements comprised over 50%
of the outstanding shareholdings of Gran Tierra and the Registration Rights
Agreements provided that decisions would be made by a majority of the then
outstanding registrable shares, we believe the settlement was negotiated with a
related party (as defined in Statement of Financial Accounting Standards No. 57,
Related Party
Disclosures.).

    APB 26,
Footnote 1 is not prescriptive as to where in equity this difference should be
recorded and since the amounts were settled via a modification of the warrants,
Gran Tierra recorded this difference to shareholders’ equity as part of
“Warrants”.

    In
conclusion, Gran Tierra believes that the accounting for the transaction should
remain unchanged.  Gran Tierra, however, will provide additional
explanatory disclosure relating to the transaction and the accounting therefor
in future filings.

    * * *
*

    In
addition, Gran Tierra Energy Inc. acknowledges:

          -2-

              ·

              Gran
      Tierra 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

              ·

              Gran
      Tierra 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.

    Please do
not hesitate to call me at (403) 265-3221, ext. 230, if you have any questions
or would like any additional information regarding this matter.

    Sincerely,

    Gran
Tierra Energy Inc.

    By:          /s/
Martin Eden

    Martin Eden

    Chief Financial Officer

              cc:

              Dana
      Coffield – Chief Executive Officer and President

                Nancy
      H. Wojtas, Esq.

          -3-

CORRESP
1
filename1.htm

    Unassociated Document

    VIA EDGAR

    January
8, 2010

    Mr. Karl
Hiller

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Re:

              Gran Tierra Energy
      Inc.

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

    Filed
February 27, 2009

    File
No. 001-34018

    Dear Mr.
Hiller:

    On behalf
of Gran Tierra Energy Inc. (“Gran
Tierra” or the “Company”)
we are responding to the comments received from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”)
by letter dated December 9, 2009, with respect to Gran Tierra’s Form 10-K listed
above (the “Comment”).  The
Comment has been replicated in
italics below for the Staff’s convenience.

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

    Financial
Statements

    Note 6 – Share Capital, page
98

    1.           We
have read your response to prior comment 1 indicating you continue to believe
that the contractual liability for liquidation damages is a more reliable
measure of fair value of the modifications than would result using the Black
Scholes model.

    If
you firmly believe that your negotiations properly considered the fair value of
the modifications and that this fair value was also reflected in the outcome, we
expect that the 25% volatility factor implicit in the terms of your settlement
would need to have been taken into account in estimating the expected volatility
used in your calculations of grant date fair value of stock options issued after
you made the warrant modifications to comply with the guidance in paragraphs 16
and A34 of SFAS 123(R), and SAB Topic 14D.1.

    Please
explain how your computation and use of the 100% volatility factor in these
other measurements after the settlement of the liability for liquidated damages
properly reflects the implicit volatility, if this is your view. Please clarify
the extent to which this measure of volatility reflects meaningful differences
between the option and warrants.

        1

    Gran Tierra’s
Response:

      In order
to clarify our responses to the previous response letters, the implied
volatility discussion was included to convey our thought process in assessing
the appropriate accounting to record the June 2007 warrant modification ( the
“warrant modification”). Ultimately, the Company concluded that the accounting
should be based on the accrued liquidated damages amount and the implied 25%
volatility factor had no effect on the accounting; as such, it should not be
considered prospectively.

    Additionally,
Gran Tierra believes that there are meaningful differences between its options
and warrants which support utilizing a different measure of
volatility.  Gran Tierra relied, and continues to rely, on historical
volatility for determining expected volatility when calculating the fair value
of stock options’ issued after the warrant modification was made. The first
options’ grant after the warrant modification occurred in November 2007. In
determining whether historical volatility versus an implied volatility or
combination of both should be used, the Company considered the following
guidance under SAB Topic 14D.1:

              a)

              Volume
      of Market Activity

    The
Company does not have any traded options or warrants. The Company’s only
transaction for which an implied volatility calculation could be attempted was
the June 2007 warrant modification of the terms of 50 million warrants to
purchase 25 million shares associated with the shares issued through the 2006
Offerings, as described in our letter to the SEC dated November 13, 2009. To
date, the largest single grant of options by the Company was 5.3 million
options.

    We
believe that the volatility implied by the warrant modification without
consideration of other potential stated or unstated rights would not necessarily
represent a marketplace participant’s expectation (as required by footnote 6 to
paragraph 7 of FAS 123(R)) regarding volatility as it was not a transaction in
an active market and was carried out with a non-arms length group of
shareholders. At the time of the warrant modification, the Company believed that
the warrant holders negotiated to receive the equivalent of the $8.6 million of
fair value. However, due to the warrant holders’ significant relationship with
the Company as shareholders, it is difficult to assess all of the factors the
warrant holders may have considered during the negotiations. Please refer to the
relevant discussion below in our response to the second comment.

              b)

              Synchronization
      of the Variables

    As
indicated above, the date of the warrant modification was June 2007 and the
first grant of stock options subsequent to this date was in November
2007.  We recognize that this time period is not significant enough to
preclude consideration of the volatility used for the warrant
modification.  However, the timing differences become more significant
for later grants since the Company continues to grant options to its employees
and directors from time to time.

        2

              c)

              Similarity
      in Exercise Prices

    The
modified exercise price for the warrants was not determined using a fair market
value determination that the Company uses for stock options granted under its
Equity Incentive Plan.  Stock options granted after the warrant
modification are “at-the-money” since the exercise price is determined on the
grant date using the closing price on the stock exchange of the Company’s stock
on that grant date. The warrants were repriced to $1.05 from the original $1.75
exercise price as a result of their modification when the “at-the-money” price
would have been $1.37 on the date of the warrant modification.

              d)

              Similarity
      in Length of Terms

    The
expected life used for determining the fair value of stock options granted after
the warrant modification is three years. The contractual life of the warrants,
as a result of the modification was five years. The Company understands that the
SEC’s staff’s position is that the implied volatility derived from a traded
option with a term of one year or greater would typically not be significantly
different from the implied volatility that would be derived from a traded option
with a significantly longer term.

    After
considering the above guidance to determine whether implied volatility should be
used to estimate expected volatility for other equity instruments issued by Gran
Tierra after the warrant modification, the Company concluded, and continues to
conclude, that the implied volatility data that could be inferred from the
warrant modification is unlikely to reliably reflect the market’s expectation of
future volatility for the Company’s options and therefore should not be included
in the determination of expected volatility when valuing the Company’s stock
options. The Company believes its position is supported mainly by the absence of
active trading in the Company’s options or warrants, limited implied volatility
data, differences in the volumes and exercise prices of the discussed equity
instruments and the non-arms length nature of the investors (“2006 Investors”)
involved in the warrant modification.

    Therefore,
the Company believes that exclusive reliance should be placed on the use of
historical volatility to determine expected volatility for the following
reasons:

          3

              a)

              Gran
      Tierra expected that future volatility over the expected life of the
      options issued subsequent to the warrant modification would be similar to
      that of its historical volatility at that time as the Company had no
      reason to believe that its future volatility over the options’ expected
      life was likely to differ from its past. At the time of the warrants
      modification, we did not identify any significant factors that would cause
      us to believe that future expectations of volatility would be
      significantly different from the
past.

              b)

              The
      computation of historical volatility uses a simple average calculation
      method based on the annualized standard deviation between the prices based
      on the expected life of the option.

              c)

              The
      period of sequential historical data used to value the options granted in
      November 2007 was shorter than the three year expected life of the options
      issued subsequent to the warrant modification as there were only two years
      of data since trading began in November 2005. Discussion of limitations on
      availability of historical data in SAB Topic 14.D indicates that for
      public companies, if the length of time the entity’s shares have been
      publicly traded is shorter than the expected or contractual term of the
      option, the term structure of volatility for the longest period for which
      trading activity is available generally should be used as long as this
      period is not less than two years.

    The
Company has no reason not to believe, as stated in a) above, that the future
volatility over the expected life of the options issued subsequent to the
warrant modification would not be similar to that of its historical volatility
at that time and the period of observations is reasonably long with no better
information on volatility available.

              d)

              The
      Company uses daily price observations over the historical two year period
      (or a longer period as more information becomes available) prior to
      granting options subsequent to the warrant
  modification.

    By
weighting the above factors, the Company believes that exclusive reliance should
be placed on historical volatility data to determine expected volatility for its
stock option grants subsequent to the warrant modification.

        4

    2.           We
understand from your response to prior comment 1 that if you were to calculate
the value of the warrant modifications using the Black Scholes model, you would
record the excess of the liability over this value as capital contribution,
placing reliance on the guidance in footnote 1 of APB 26.

    However,
referring to the investors on page 5 of your response letter, you state “… it
was clear that they believed that they were receiving equivalent fair value of
$8.6 million as a result of the modifications to these warrants.” Please explain
why you do not believe the intent of the investors would preclude the accounting
you suggest. Please also submit a schedule listing the investors, their
respective share holdings, percentage of such shares to total outstanding shares
at the time, the portion of the liability associated with each, and identifying
those who approved the settlement.

    Gran Tierra’s
Response:

    Since the
investors were contractually entitled to receive $8.6 million in liquidated
damages, the Company assumed that the investors believed that they were
receiving equivalent value as a result of the warrant modification or else they
would not have approved the amendment to the Registration Rights
Agreements.  Gran Tierra is unable to assess the intentions of the
2006 Investors surrounding their acceptance of the fair value provided in the
warrant modification and whether they were actually, in their view, receiving or
giving up some other benefit in their capacity as shareholders. If the Company
received consideration in excess of the fair value, based on using the Black
Scholes model with an historical volatility attributed to the warrant
modification, this may indicate the warrant holders may have considered other
factors important to them in their capacity as principal shareholders. As stated
in our letter to the SEC dated November 13, 2009, we believed that the warrant
holders negotiated to receive fair value equivalent to the liquidated damages.
However, the warrant holders may have agreed to a lesser fair value based on
their desire as shareholders to allow the Company to complete its planned
capital expenditure program that would otherwise have been postponed or
cancelled if a cash settlement was made for the liquidated damages rather than
accepting the warrant modification. The Company has considered whether this
excess over the fair value attributed to the warrant modification should be
considered as a reduction to the originally recorded liquidated damages, but
believes that because of the Company’s relationship with this principal
shareholder group as a related party (since the Registration Rights Agreements
provided that decisions would be made by a majority of the then outstanding
registrable shares), the substance of the transaction was the Company received
the excess as a contribution of capital.

        5

    Consistent
with this, the Company believes that because this transaction was carried out
with a related party group, it is not appropriate that a gain be recorded.
Accordingly, the resulting difference between the fair value of the warrant
modification using an expected volatility based on the Company’s historical
volatility and the liability for liquidated damages settled should be recorded
to shareholders’ equity as part of “Warrants”. The accounting for such a capital
contribution would be consistent with the accounting treatment currently adopted
by the Company for this transaction.

    Please
see Exhibit A for the requested information related to the listing of the 2006
Investors, their respective shareholdings, percentage of such shares to total
outstanding shares at the time, the portion of the liability associated with
each, and identifying those who approved the amendment to the Registration
Rights Agreements.

    In
conclusion, Gran Tierra believes that the accounting for the transaction should
remain unchanged, however, upon further reflection our disclosure of the
transaction and the accounting for the transaction should be clarified in future
filings.

    * * *
*

    In
addition, Gran Tierra Energy Inc. acknowledges:

              ·

              Gran
      Tierra 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

              ·

              Gran
      Tierra 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.

        6

    Please do
not hesitate to call me at (403) 265-3221, ext. 230, if you have any questions
or would like any additional information regarding this matter.

    Sincerely,

    Gran
Tierra Energy Inc.

              By:

              /s/ Martin
      Eden

              Martin
      Eden

              Chief
      Financial Officer

              cc:

              Dana
      Coffield – Chief Executive Officer and
President

              Nancy
      H. Wojtas, Esq.

        7

                  Exhibit
      A

                  Gran
      Tierra Energy Inc.

                  2006
      Offering Participants

                  Name of Investor

                  # of Shares

                  # of Warrants

                  % of Stock Ownership per Reg Rights
      Agreement

                  Consent Received (x)

                  Allocation of Liquidated
      Damages

                  Bristol
      Investment Fund, Ltd.

                  333,333

                  166,667

                  0.35%

                                51,666.77

                  Capital
      Ventures International

                  1,000,000

                  500,

CORRESP
1
filename1.htm

    Unassociated Document

    VIA
EDGAR

    December
18, 2009

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Attention:

              Karl
      Hiller, Branch Chief

              Brad
      Skinner

              Jenifer
      Gallagher

              Craig
      Arakawa

                Re:

                Gran Tierra Energy
      Inc.

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

    Filed
February 27, 2009

    File
No. 001-34018

    Ladies
and Gentlemen:

    Gran Tierra Energy Inc. is electronically transmitting
this letter to the Staff of the Securities and Exchange Commission in response
to comments received from the Staff contained in the letter from the Staff,
dated December 9, 2009, with respect to Gran Tierra Energy’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed by Gran Tierra
Energy with the Securities and Exchange Commission on February 27,
2009.

    This
letter will confirm that Gran Tierra Energy intends to file its written response
to the Staff’s comment letter no later than Friday, January 8,
2010.   Please contact me at (403) 265-3221, ext. 230, or Nancy
Wojtas of Cooley Godward Kronish LLP at (650) 843-5819 with any questions or
comments.

    Sincerely,

      /s/ James
Rozon

    James
Rozon

    Corporate
Controller

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

DIVISION OF
CORPORATION FINANCE
        December 9, 2009

Mr. Martin Eden
Chief Financial Officer Gran Tierra Energy Inc. 300, 611 10th Avenue SW Calgary, Alberta, Canada T2R 0B2
 Re: Gran Tierra Energy Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009 Response Letter Dated November 13, 2009
  File No. 001-34018

 Dear Mr. Eden:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  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 10-K for the Fiscal Year Ended December 31, 2008

 Financial Statements

Note 6 – Share Capital, page 98

1. We have read your response to prior comment 1 indicating you continue to believe that the contractual liability for liquidated damages is a more reliable measure of fair value of the warrant modifications than would result using the Black Scholes model.  If you firmly believe that your negotiations properly considered the fair value of the modifications and that this fair value was also reflected in the outcome, we

Mr. Martin Eden
Gran Tierra Energy Inc.
December 9, 2009 Page 2

expect that the 25% volatility factor implicit in the terms of your settlement would need to have been taken into account in estimating the expected volatility used in your calculations of grant date fair values of stock options issued after you made the warrant modifications to comply with the guidance in paragraphs16 and A34 of SFAS 123(R), and SAB Topic 14D.1.    Please explain how your computation and use of the 100% volatility factor in these other measurements after the settlement of the liability for liquidated damages properly reflects the implicit volatility, if this is your view.  Please clarify the extent to which this measure of volatility reflects meaningful differences between the options and warrants.
 2. We understand from your response to prior comment 1 that if you were to calculate the value of the warrant modifications using the Black Scholes model, you would record the excess of the liability settled over this value as a capital contribution, placing reliance on the guidance in footnote 1 of APB 26.

However, referring to the investors on page 5 of your response letter, you state “… it was clear that they believed that they were receiving equivalent fair value of $8.6 million as a result of the modifications to the warrants.”  Please explain why you do not believe the intent of the investors would preclude the accounting you suggest.  Please also submit a schedule listing the investors, their respective share holdings, percentage of such shares to total outstanding shares at the time, the portion of the liability associated with each, and identifying those who approved the settlement.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Martin Eden
Gran Tierra Energy Inc. December 9, 2009 Page 3

You may contact Craig Arakawa at (202) 551-3650, or Jenifer Gallagher at (202)
551-3706, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    VIA EDGAR

    November
13, 2009

    Mr. Karl
Hiller

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Re:

              Gran Tierra Energy
      Inc.

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

    Filed
February 27, 2009

    File
No. 001-34018

    Dear Mr.
Hiller:

    On behalf
of Gran Tierra Energy Inc. (“Gran
Tierra” or the “Company”)
we are responding to the comment received from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”)
by letter dated October 22, 2009, with respect to Gran Tierra’s Form 10-K listed
above (the “Comment”).  The
Comment has been replicated in
italics below for the Staff’s convenience.

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

    Financial
Statements

    Note 6 – Share Capital, page
98

    1.           We
note your response to prior comment 3 regarding your accounting for the
modification of the terms of the warrants issued in your 2006 offering and
understand that you believe that the contractual value of $8.6 million in
liquidation damages is a more reliable measure of fair value compared to the
fair value of the modification determined by using the Black Scholes. However,
we note that this view is not consistent with your policy of using the Black
Scholes model to reliably measure the fair value of other equity instruments,
such as your stock options and other warrants, nor is it consistent with having
relied upon this model in determining the extent of modifications that would be
made to the warrants; the difficulty rests on the measure of volatility you have
used in the model. Therefore, we are not convinced that the contractual amount
is a more reliable measure of the fair value conveyed as a result of the
modification of the warrants and we would therefore expect that the
determination of this value be performed consistent with paragraph 51 of SFAS
123R. Although we understand that you used the 25% volatility factor in
determining the warrant modifications that would be made to satisfy the $8.6
million in liquidation damages based on your correspondence with certain warrant
holders, this factor is inconsistent with the historical volatility you used to
compute the value of your other share based payments. If you believe some other
measure of volatility would be appropriate in the modification, you will need to
show how your estimate complies with the guidance in paragraphs A31 through A34
of SFAS 123R, and is not inconsistent with the approach taken in determining the
historical volatility utilized in valuing your other share based
payments.

        1

    Gran Tierra’s
Response:

    Background

    Gran
Tierra sold an aggregate of 50,000,000 units of Gran Tierra’s securities at a
price of $1.50 per unit in a private offering for gross proceeds of $75 million,
pursuant to three separate Securities Purchase Agreements, dated June 20, 2006,
and one Securities Purchase Agreement, dated June 30, 2006 (collectively, the
“2006
Offering”).  Each unit comprised one share of Gran Tierra’s
common stock and one warrant to purchase one-half of a share of Gran Tierra’s
common stock at an exercise price of $1.75 for a period of five years, resulting
in the issuance of 50,000,000 shares of Gran Tierra’s common stock and warrants
to purchase 25,000,000 shares of Gran Tierra’s common stock.  In
connection with the issuance of these securities, Gran Tierra entered into four
separate registration rights agreements (the “Registration
Rights Agreements”) with the investors (“2006
Investors”) pursuant to which Gran Tierra agreed to register for resale
the shares (and shares issuable pursuant to the warrants) issued to the
investors in the offering by November 17, 2006 (the “Mandatory
Effective Date”).  The registration statement filed on December
7, 2006, as amended, was declared effective by the Commission on May 14,
2007.

    Terms of the Registrations Rights
Agreements

    The
Registration Rights Agreements provided that Gran Tierra was required to pay
liquidated damages to the 2006 Investors if the resale registration statement
was not declared effective by the Mandatory Effective Date.  The
liquidated damages provisions in the Registration Rights Agreements provided
that the amount of damages would be calculated daily from the Mandatory
Effective Date until the effective date of the registration statement and would
be based on the gross proceeds of $75,000,000.  The rate of liquidated
damages began at 1% per month with the applicable percentage escalating at
various times.  The maximum amount of liquidated damages payable under
the Registration Rights Agreements was 25% of the gross proceeds, or
$18,750,000.  Payment of the liquidated damages to each investor was
either, at the
investor's option, in cash or additional shares of common stock of Gran
Tierra.

    The
Registration Rights Agreements provided that they could be amended or any term
or provision contained therein waived with the written consent of the holders of
a majority of the then outstanding registrable shares (as defined in each of the
Registration Rights Agreements) and Gran Tierra.  The amendment or
waiver would be effective against all signatories of the Registration Rights
Agreements provided that such amendment or waiver was not materially and
disproportionately adverse to any particular 2006 Investor (as compared to all
2006 Investors, under the particular Registration Rights Agreement, as a
group).

        2

    Gran
Tierra’s Decision to Seek an Amendment or Waiver under the Registration Rights
Agreements

    By May
14, 2009, the date the registration statement was declared effective by the
Commission, Gran Tierra had accrued liquidated damages in the amount of $8.6
million in its financial statements, recording such amount as a current
liability for liquidated damages payable and an associated expense in the income
statement.  The liquidated damages obligation became due and payable
under the terms of the Registration Rights Agreement, in cash, on May 19,
2007.

    The Board
of Directors determined that Gran Tierra would not have adequate cash to pay the
$8.6 million liquidated damages obligation and also complete its 2007 capital
expenditure program unless Gran Tierra sold some of the Company’s assets,
borrowed money under its line of credit with Standard Bank or obtained a waiver
under the Registration Rights Agreement from the 2006 Investors.  The
Board authorized management to approach the 2006 Investors to seek either an
amendment of, or waiver under, the Registration Rights Agreements whereby the
2006 Investors would waive their rights to the payment of liquidated
damages.  Management reached out to several hedge funds (the “Representative
Holders”) which funds constituted part of the 2006 Investors to discuss
whether a waiver was a viable option.

    Discussions
with Representative Holders

    For
approximately two weeks, management discussed with the Representative Holders
the terms upon which such Representative Holders believed would be acceptable to
the 2006 Investors to waive the cash payment owed for liquidated damages under
the Registration Rights Agreements.  The discussions centered upon
modifying the terms of the outstanding warrants held by the 2006
Investors.  During the course of the discussions, one of the
Representative Holders (the “Lead
Holder”) required that, for purposes of determining the nature of the
modifications to the warrants, a Black-Scholes warrant pricing model, based on a
25% volatility rate, be used when determining the fair value of the warrants as
proposed to be amended. The Lead Holder held approximately 13% of the units
issued in the 2006 Offering and the Representative Holders held approximately
28% of the units issued in the 2006 Offering.

    Waiver
and Consent Solicitation

    After the
discussions with the Representative Holders, Gran Tierra sought the consents
from the 2006 Investors to:

        3

    1.           Waive
the payment of all liquidated damages, together with any interest and penalties
related thereto, owed by Gran Tierra under Section 2(d) of the Registration
Rights Agreements to the 2006 Investors as a result of its failure to have the
registration statement declared effective by the Commission by November 17,
2006;

    2.           Waive
the breach of Section 2(e) of the Registration Rights Agreements which existed
as a result of the Commission declaring effective on February 14, 2007 another
registration statement previously filed by Gran Tierra for shares of common
stock acquired by certain of Gran Tierra’s shareholders in a previous offering;
and

    3.           Amend
the warrants to reduce the exercise price to $1.05 per share and extend the
expiry date of each warrant for one year from the original expiry
date.

    Results of the Waiver and Consent
Solicitation

    On June
27, 2007, the Company received waivers and consents from the 2006 Investors
holding 64.9% of the then outstanding registrable shares, as defined under the
Registration Rights Agreements.

    Analysis

    Gran
Tierra’s policy is to use the Black Scholes model, with a volatility rate based
on the historical volatility of the Company’s stock, to measure the fair value
of Gran Tierra’s equity instruments, including warrants and options. The policy
is consistent with paragraph 51 of SFAS 123R and complies with the guidance in
paragraphs A31 through A34 of SFAS 123R.  We believe this approach
represents the best method available to Gran Tierra for measuring fair value of
our equity instruments and we will continue to apply it consistently except in
rare circumstances where the Company has a more reliable and contractually based
and clearly evident measure of fair value.

    The
Representative Holders (and ultimately a majority of the then outstanding
registrable shares under the Registration Rights Agreements through the waiver
and consent process) agreed that the fair value of the negotiated modification
of the terms of the warrants was equivalent to the $8.6 million fair value of
the contractual obligation to pay liquidated damages.  The
Representative Holders advised the Company that a 25% volatility rate was more
appropriate than Gran Tierra’s historical volatility when valuing the
modification of the terms of the warrants.

    The fair
value of the modification of the terms of the warrants determined using a Black
Scholes model with a 100% volatility rate (based on Gran Tierra’s historical
volatility) was $4.3 million which would result in recording a gain of $4.3
million on settlement of the $8.6 million liability for liquidated
damages.

        4

    We
believe the $8.6 million fair value of the contractual liability represents the
most reliable measure of the fair value of the modification of the terms of the
warrants. We do not believe it would be appropriate to record a gain on
settlement of the liability as the 2006 Investors and Gran Tierra had agreed
that the fair value of the modification of the terms of the warrants was
equivalent to $8.6 million.

              1.

              FASB
      Technical Bulletin No. 80-1, paragraph
4.

    We believe that the Black Scholes model
is the appropriate model for determination of fair value of the equity
instruments the Company issues except in this rare circumstance where we have a
more reliable and contractually based measure of fair value. The exception to
this rule is the circumstance where there is a more reliable and contractually
based measure of fair value.  We believe this is consistent with FASB
Technical Bulletin No. 80-1, paragraph 4 which provides:

    The
reacquisition price of the extinguished debt is to be determined by the value of
the common or preferred stock issued or the value of the debt – whichever is
more clearly evident.

    Based on the discussions that Gran
Tierra had with the Representative Holders, it was clear that they believed that
they were receiving equivalent fair value of $8.6 million as a result of the
modifications to the warrants and that there was no element of forgiveness of
any part of the accrued liquidated damages owing to the 2006
Investors.  Consequently, we believe that we have a more reliable and
contractually based measure of fair value than a value determined using the
Black Scholes model, and therefore this case is one of the rare circumstances in
which the use of the contractually based measure of fair value is more
appropriate than using the Black Scholes model.

              2.

              SFAS
      123R, paragraph 51; Accounting Principles Board Bulletin 26, “Early
      Extinguishment of Debt” (APB 26) Footnote
1.

    Gran Tierra calculated the fair value
of the modifications to the warrants determined in accordance with the guidance
in paragraph 51 of SFAS 123R, using the Black-Scholes option pricing model with
a volatility rate of 100% (which is similar to the volatility rate Gran Tierra
used for determining the fair value of stock options granted in 2007 and is
based on the historical volatility of Gran Tierra’s stock).  The fair
value calculation using this methodology equaled $4.3 million compared to the
actual fair value of the liability accrued for the liquidated damages of $8.6
million.  We believe the contractually payable liability of $8.6
million is more clearly evident and a more reliable measure of the fair value of
the modifications to the warrants as this amount is contractually supported by
the Registration Rights Agreements.  The Black-Scholes model is an
estimate of fair value based on assumptions, which is the appropriate model to
use if it is the best estimate of fair value; however, we know the fair value of
the liability being settled in this instance.  By analogy, this is
consistent with paragraph 7 of SFAS 123R, which applies to transactions with
non-employees, and provides:

        5

    If
the fair value of goods or services received in a share-based payment
transaction with nonemployees is more reliably measurable than the fair value of
the equity instruments issued, the fair value of the goods or services received
shall be used to measure the transaction. In contrast, if the fair value of the
equity instruments issued in a share-based payment transaction with nonemployees
is more reliably measurable than the fair value of the consideration received,
the transaction shall be measured based on the fair value of the equity
instruments issued. A share-based payment transaction with employees shall be
measured based on the fair value (or in certain situations specified in this
Statement, a calculated value or intrinsic value) of the equity instruments
issued.

    However, we recognize the Staff’s
concern that this measurement approach is inconsistent with the approach we use
to reliably measure the fair value of our other equity instruments, which is in
accordance with SFAS 123R paragraph 51 and the guidance in paragraphs A31
through A34.

    As noted
above, the fair value of the modifications to the warrants determined in
accordance with the basis used to value our other equity instruments was
approximately $4.3 million, which would result in a gain of approximately $4.3
million on settlement of the $8.6 million liability for liquidated
damages.  However, we believe the gain would be recorded in a manner
consistent with our current accounting for this transaction.

    In this
regard, we note that APB 26, Footnote 1 supports accounting for this transaction
as capital in nature.

    If
upon extinguishment of debt, the parties also exchange unstated (or stated)
rights or privileges, the portion of the consideration exchanged allocable to
such unstated (or stated) rights or privileges should be given appropriate
accounting recognition. Moreover, extinguishment transactions between related
ent

CORRESP
1
filename1.htm

    Unassociated Document

    VIA
EDGAR

    November
5, 2009

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Attention:
              Karl
      Hiller, Branch Chief

              Brad
      Skinner

                Jenifer
      Gallagher

                Craig
      Arakawa

              Re:

              Gran Tierra Energy
      Inc.

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

                Filed
      February 27, 2009

                File
      No. 001-34018

    Ladies
and Gentlemen:

    Gran Tierra Energy Inc. is electronically transmitting
this letter to the Staff of the Securities and Exchange Commission in response
to comments received from the Staff contained in the letter from the Staff,
dated October 22, 2009, with respect to Gran Tierra Energy’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed by Gran Tierra
Energy with the Securities and Exchange Commission on February 27,
2009.

    This
letter will confirm that Gran Tierra Energy intends to file its written response
to the Staff’s comment letter no later than Friday, November 13,
2009.   Please contact me at (403) 265-3221, ext. 230, or Nancy
Wojtas of Cooley Godward Kronish LLP at (650) 843-5819 with any questions or
comments.

    Sincerely,

    /s/
Martin Eden

    Martin
Eden

    Chief
Financial Officer

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

DIVISION OF
CORPORATION FINANCE
        October 22, 2009

Mr. Martin Eden
Chief Financial Officer Gran Tierra Energy Inc. 300, 611 10th Avenue SW Calgary, Alberta, Canada T2R 0B2
 Re: Gran Tierra Energy Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009 Response Letter Dated September 18, 2009
  File No. 001-34018

 Dear Mr. Eden:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  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 10-K for the Fiscal Year Ended December 31, 2008

 Financial Statements

Note 6 – Share Capital, page 98

1. We note your response to prior comment 3 regarding your accounting for the modification of the terms of the warrants issued in your 2006 offering and understand that you believe that the contractual value of $8.6 million in liquidated damages is a more reliable measure of fair value compared to the fair value of the modification determined by using the Black Scholes model.  However, we note that this view is not consistent with your policy of using the Black Scholes model to reliably measure the fair value of other equity instruments, such as your stock

Mr. Martin Eden
Gran Tierra Energy Inc. October 22, 2009 Page 2

options and other warrants, nor is it consistent with having relied upon this model in determining the extent of modifications that would be made to the warrants; the difficulty rests on the measure of volatility you have utilized in the model.  Therefore, we are not convinced that the contractual amount is a more reliable measure of the fair value conveyed as a result of the modification of the warrants and we would therefore expect that the determination of this value be performed consistent with paragraph 51 of SFAS 123R.  Although we understand that you used the 25% volatility factor in determining the warrant modifications that would be made to satisfy the $8.6 million in liquidated damages based on your correspondence with certain warrant holders, this factor is inconsistent with the historical volatility you use to compute the value of your other share based payments.  If you believe some other measure of volatility would be appropriate in determining the amount of fair value conveyed to the warrant holders as a result of the modification, you will need to show how your estimate complies with the guidance in paragraphs A31 through A34 of SFAS 123R, and is not inconsistent with the approach taken in determining the historical volatility utilized in valuing your other share based payments.
  Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Craig Arakawa at (202) 551-3650, or Jenifer Gallagher at (202)
551-3706, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

VIA
EDGAR

    September
18, 2009

    Mr. Karl
Hiller

    Branch
Chief

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Re:

              Gran Tierra Energy
      Inc.

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

    Filed
February 27, 2009

    File
No. 001-34018

    Dear Mr.
Hiller:

    On behalf
of Gran Tierra Energy Inc. (“Gran
Tierra” or the “Company”)
we are responding to comments received from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”)
by letter dated August 31, 2009, with respect to Gran Tierra’s Form 10-K listed
above (the “Comments”).  The
numbering of the paragraphs below corresponds to the numbering of the Comments,
which for the Staff’s convenience have been incorporated into this response
letter.

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

    Financial
Statements

    Note 3 – Business
Combinations, page 90

    1.           We note your disclosures indicate
that upon closing of the acquisition of Solana Resources Limited, Gran Tierra
security holders owned approximately 51% of the combined company on a diluted
basis.  Please tell us how you have computed this ownership percentage
and submit a schedule which provides details of your
calculation.

    Response:

    Pursuant
to the terms of the arrangement agreement between Gran Tierra and Solana
Resources Limited (“Solana”)
which was announced July 29, 2008, each Solana shareholder received either (i)
0.9527918 of a common share of Gran Tierra or (ii) 0.9527918 of a common share
of Gran Tierra Exchangeco, Inc., a Canadian subsidiary of Gran Tierra (an "Exchangeable
Share") for each common share of Solana held. The Exchangeable Shares:
(i) have the same voting rights, dividend entitlements and other attributes as
Gran Tierra common stock; (ii) are exchangeable, at each shareholder's option,
on a one-for-one basis, into Gran Tierra common stock; and (iii) are listed on
the Toronto Stock Exchange. Exhibit A contains the details of our calculation
reflecting that Gran Tierra security holders owned approximately 51% of the
combined company on a diluted basis.  As reflected on Exhibit A, on
November 14, 2009, the total number of shares of Gran Tierra common stock, on a
diluted basis, for the combined company equaled 265,127,815
shares.  Gran Tierra security holders held 50.9% consisting of
104,611,399 of common stock outstanding, 10,984,129 shares of exchangeable
shares, 13,618,512 in-the-money warrants and 5,680,001 outstanding stock
options.  Former Solana stockholders held 48.4% consisting of
51,516,332 shares of Gran Tierra common stock, 69,104,635 Exchangeable Shares,
7,145,938 roll over warrants (held by certain directors/executive officers of
Solana) and 466,869 replacement stock options to former employees of Solana who
became employees of Gran Tierra or one of its subsidiaries.  Finally,
Crosby Capital LLC held 0.8% consisting of 2,000,000 shares of Gran Tierra
common stock issued upon the consummation of the arrangement
agreement.

            300, 611-10th
      Avenue SW, Calgary, Alberta, Canada

              (403) 265-3221 Fax
      (403) 265-3242

               www.grantierra.com

    2.           We note under the terms of the
agreement with Solana Resources Limited, you issued warrants and options that
have exercise prices denominated in Canadian dollars.  Further, we
note on page 84, your disclosure indicating you have designated the U.S. dollar
as your functional currency.  Please tell us how you have considered
the guidance in paragraph 33, footnote 19 and paragraph B129 of SFAS 123R in
determining these share-based payments are appropriately classified and
accounted for as equity rather than as liabilities.  Additionally,
please tell us whether you maintain any other options whose exercise prices are
denominated in currencies other than U.S. dollars.

    Response:

    Upon
closing of the arrangement agreement with Solana, 7,500,000 outstanding warrants
of Solana held by two individuals, one an officer and director of Solana and the
other one a director of Solana, became exercisable for Gran Tierra common
shares. The warrants’ exercise prices remain denominated in Canadian dollars,
the same currency as both of the above warrant holders were remunerated in their
capacities with Solana. Consequently, consistent with SFAS 123(R), paragraph 33,
footnote 19 and paragraph B129,1 the warrants are appropriately
classified as equity.

    No Solana
stock options remained after the closing of the arrangement agreement.
Unexercised Solana stock options as of the closing of the arrangement agreement
were cancelled either in exchange for Gran Tierra stock or Gran Tierra stock
options with exercise prices denominated in U.S.
dollars.  Consequently, the options granted are appropriately
classified as equity.

        1 SFAS
123(R), Share-based Payment (“SFAS 123(R)”), paragraph 33, footnote 19 states
the following:

        For this
purpose, an award of equity share options granted to an employee of an entity’s
foreign operation that provides for a fixed exercise price denominated either in
the foreign operation’s functional currency or in the currency in which the
employee’s pay is denominated shall not be considered to contain a condition
that is not a market, performance, or service condition. Therefore, such an
award is not required to be classified as a liability if it otherwise qualifies
as equity. For example, equity share options with an exercise price denominated
in Euros granted to employees of a U.S. entity’s foreign operation whose
functional currency is the Euro are not required to be classified as liabilities
if those options otherwise qualify as equity. In addition, such options are not
required to be classified as liabilities even if the functional currency of the
foreign operation is the U.S. dollar, provided that the employees to whom the
options are granted are paid in Euros.

        SFAS
123(R) paragraph B129 provides the background for the above guidance and adds
the following:

      In this
example, however, options with an exercise price denominated in, for instance,
the British pound would be required to be classified as
liabilities.

        - 2 -

    We do not
maintain any stock options or warrants other than those noted above with
exercise prices denominated in a currency other than our functional
currency.

    Note 6 – Share Capital, page
98

    3.           We note in 2007 that you modified
the terms of the warrants issued in the 2006 Offering and recorded $8.6 million
of liquidated damages representing the change in the fair value of the
warrants.  You disclose that you determined the revised fair value of
the warrants using a Black-Scholes warrant pricing model based on a 25%
volatility rate which you describe as a “typical volatility rate used to value
this type of security”.  Please explain how you determined that a 25%
volatility rate was “typical,” and tell us why you believe this rate is a better
estimate than your historical volatility rate in computing the fair value of
these warrants.

    Response:

    We advise
the Staff that the 25% volatility rate disclosed was the volatility rate we and
certain major warrant holders from the 2006 Offering (the “Major
Holders”) used in June 2007 to determine the fair value of the changes we
made to the terms of the warrants in lieu of a cash payment to the warrant
holders for liquidated damages.2

    a) In our
discussions with the Major Holders in the 2006 Offering, we agreed to amend the
terms of the warrants in lieu of a cash payment to the warrant holders of US$8.6
million for liquidated damages as originally contemplated in the Registration
Rights Agreements. We agreed to lower the exercise price of the warrants from
$1.75 to $1.05 and extend the term of the warrants by one year to June
2012.

    b) In the
process of determining the appropriate volatility to use in the calculation of
the fair value of the amendment to the terms of the warrants, we conferred with
the Major Holders and were advised that they value warrants on a mark-to-market
basis regularly. For those warrants that are not publicly traded and which have
a long expected life, similar to the Gran Tierra warrants, they typically use a
volatility rate in and around 25%.

    c) We
determined, after discussions with the investors, that the fair value of the
amendment to the terms of the warrants should be equivalent to the $8.6 million
of liquidated damages owed by Gran Tierra pursuant to the Registration Rights
Agreements.  We used a Black-Scholes option pricing model and an
assumed volatility of 25% in determining the required amendment to the terms of
the warrants that would result in a change in fair value equivalent to $8.6
million.

      2 Gran
Tierra sold an aggregate of 50,000,000 units of Gran Tierra’s securities at a
price of $1.50 per unit in a private offering for gross proceeds of $75 million,
pursuant to three separate Securities Purchase Agreements, dated June 20, 2006,
and one Securities Purchase Agreement, dated June 30, 2006 (collectively, the
“2006
Offering”).  Each unit comprised one share of Gran Tierra’s
common stock and one warrant to purchase one-half of a share of Gran Tierra’s
common stock at an exercise price of $1.75 for a period of five years, resulting
in the issuance of 50,000,000 shares of Gran Tierra’s common stock and warrants
to purchase 25,000,000 shares of Gran Tierra’s common stock. In connection with
the issuance of these securities,  Gran Tierra entered into four
separate registration rights agreements (the “Registration
Rights Agreements”) with the investors pursuant to which Gran Tierra
agreed to register for resale the shares (and shares issuable pursuant to the
warrants) issued to the investors in the offering by November 17, 2006 (the
“Mandatory
Effective Date”).  The registration statement filed on December
7, 2006, as amended, was not declared effective by the Securities and Exchange
Commission until May 14, 2007.

        - 3 -

    For
accounting purposes, the fair value of the amendment to the warrants was
determined in accordance with SFAS 123(R), paragraph 7, which
states:

    If the
fair value of goods or services received in a share-based payment transaction
with nonemployees is more reliably measurable than the fair value of the equity
instruments issued, the fair value of the goods or services received shall be
used to measure the transaction.

    The fair
value of the amendment to the warrants, using the Black-Scholes option pricing
model with a volatility rate of 100% (which is similar to the volatility rate we
used for determining the fair value of stock options granted), was $4.3
million.  This fair value of $4.3 million must then be compared to the
fair value of the goods and services received as a result of the amendment of
the warrants, namely the $8.6 million of value given in lieu of the cash
liquidated damages otherwise contractually payable if the warrants were not
amended.  As a result, Gran Tierra appropriately recorded the $8.6
million as a more reliable measure of the fair value of the amended warrants as
this amount is contractually supported by the Registration Rights Agreements and
consistent with paragraph 7 of SFAS 123(R).

    In future filings in which we discuss
the amendment of the warrants, we will clarify the disclosure to reflect the
discussion above as follows:

    Gran
Tierra sold an aggregate of 50,000,000 units of Gran Tierra’s securities at a
price of $1.50 per unit in a private offering for gross proceeds of $75 million,
pursuant to three separate Securities Purchase Agreements, dated June 20, 2006,
and one Securities Purchase Agreement, dated June 30, 2006 (collectively, the
“2006 Offering”).  Each unit comprised one share of Gran Tierra’s
common stock and one warrant to purchase one-half of a share of Gran Tierra’s
common stock at an exercise price of $1.75 for a period of five years, resulting
in the issuance of 50,000,000 shares of Gran Tierra’s common stock and warrants
to purchase 25,000,000 shares of Gran Tierra’s common stock. In connection with
the issuance of these securities, Gran Tierra entered into four separate
registration rights agreements (the “Registration Rights Agreements”) with the
investors pursuant to which Gran Tierra agreed to register for resale the shares
(and shares issuable pursuant to the warrants) issued to the investors in the
offering by November 17, 2006 (the “Mandatory Effective Date”).  The
registration statement was declared effective by the Securities and Exchange
Commission on May 14, 2007.  As a result, the Company accrued U.S.$8.6
million in liquidated damages.

        - 4 -

    On June
27, 2007, under the terms of the Registration Rights Agreements, the Company
obtained a sufficient number of consents from the signatories to the
Registration Rights Agreements waiving Gran Tierra’s obligation to pay in cash
the accrued liquidated damages.  In lieu of making a cash payment, the
Company agreed to amend the terms of the warrants issued in the 2006 Offering by
reducing the exercise price of the warrants to $1.05 and extending the life of
the warrants by one year.  The revision in the fair value of the
warrants resulting from the amendment to the terms of the warrants amounted to
$8.6 million (equivalent to the amount of the liquidated damages) and has been
reflected on the consolidated balance sheet as an increase to the warrants
included in shareholders’ equity and a settlement of the liability for
liquidated damages.  In calculating the revision in the fair value of
the warrants, Gran Tierra determined that the $8.6 million obligation for
payment of liquidated damages under the Registration Rights Agreements was a
more reliable measure than the lower fair value obtained using a Black-Scholes
option pricing model.  The $8.6 million of liquidated damages has been
recorded as an expense in the consolidated statement of operations in the
amounts of $7.37 million for the year ended December 31, 2007, and $1.26 million
in the fourth quarter of 2006, with a corresponding liability recorded on the
consolidated balance sheet.

    * * *
*

    In
addition, Gran Tierra Energy Inc. acknowledges:

              ·

              Gran
      Tierra 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

              ·

              Gran
      Tierra 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.

        - 5 -

    Please do
not hesitate to call me at (403) 265-3221, ext. 230, if you have any questions
or would like any additional information regarding this matter.

    Sincerely,

    Gran
Tierra Energy Inc.

              By:

              /s/ Martin
      Eden

    Martin Eden

    Chief Financial Officer

              cc:

              Dana
      Coffield – Chief Executive Officer and
President

        - 6 -

    Exhibit
A

              Gran
      Tierra Energy Inc.

              Analysis
      of Resulting Ownership Interests after Closing of
Agreement

              To
      Identify Acquirer

              Gran
      Tierra Energy Inc.

              14-Nov-08

              %

              Common
      Shares Issued

            104,611,399

              Exchangeable
      Shares Issued

            10,984,129

              Warrants(*)

            13,618,512

              Stock
      Options(**)

            5,680,001

            134,894,041

            50.9
            %

              Solana

CORRESP
1
filename1.htm

    Unassociated Document

    [Gran
Tierra Letterhead]

    VIA
EDGAR

    September
14, 2009

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-3628

              Attention:

              Karl
      Hiller, Branch Chief

              Jenifer
      Gallagher

              Craig
      Arakawa

              Re:

              Symyx
      Gran Tierra Energy Inc.

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

              Filed
      February 27, 2009

              File
      No. 001-34018

    Ladies
and Gentlemen:

    Gran Tierra Energy Inc. is electronically transmitting
this letter to the Staff of the Securities and Exchange Commission in response
to comments received from the Staff contained in the letter from the Staff,
dated August 31, 2009, with respect to Gran Tierra Energy’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed by Gran Tierra
Energy with the Securities and Exchange Commission on February 27,
2009.

    This
letter will confirm that Gran Tierra Energy intends to file its written response
to the Staff’s comment letter no later than Friday, September 18,
2009.   Please contact me at (403) 265-3221, ext. 230, or Nancy
Wojtas of Cooley Godward Kronish LLP at (650) 843-5819 with any questions or
comments.

    Sincerely,

    /s/
Martin Eden

    Martin
Eden

    Chief
Financial Officer

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

DIVISION OF
CORPORATION FINANCE
        August 31, 2009

Mr. Martin Eden
Chief Financial Officer Gran Tierra Energy Inc. 300, 611 10th Avenue SW Calgary, Alberta, Canada T2R 0B2
 Re: Gran Tierra Energy Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009
  File No. 001-34018

 Dear Mr. Eden:
We have reviewed your filing and have the following comments.  Please provide
a written response to our comments.  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 10-K for the Fiscal Year Ended December 31, 2008

 Financial Statements

Note 3 – Business Combinations, page 90

1. We note your disclosures indicate that upon closing of the acquisition of Solana Resources Limited, Grand Tierra security holders owned approximately 51% of the combined company on a diluted basis.  Please tell us how you have computed this ownership percentage and submit a schedule which provides details of your calculation.

Mr. Martin Eden
Gran Tierra Energy Inc.
August 31, 2009 Page 2

2. We note under the terms of the agreement with Solana Resources Limited, you issued warrants and options that have exercise prices denominated in Canadian dollars.  Further, we note on page 84, your disclosure indicating you have designated the U.S. dollar as your functional currency.   Please tell us how you have considered the guidance in paragraph 33, footnote 19 and paragraph B129 of SFAS 123R in determining these share-based payments are appropriately classified and accounted for as equity rather than as liabilities.  Additionally, please tell us whether you maintain any other options whose exercise prices are denominated in currencies other than U.S. dollars.

Note 6 – Share Capital, page 98

3. We note in 2007 that you modified the terms of the warrants issued in the 2006 Offering and recorded $8.6 million of liquidated damages representing the change in the fair value of the warrants. You disclose that you determined the revised fair value of the warrants using a Black-Scholes warrant pricing model based on a 25% volatility rate which you describe as “a typical volatility rate used to value this type of security”.  Please explain how you determined that a 25% volatility rate was “typical,” and tell us why you believe this rate is a better estimate than your historical volatility rate in computing the fair value of these warrants.
  Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing 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 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;

Mr. Martin Eden
Gran Tierra Energy Inc. August 31, 2009 Page 3

‚ 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 Craig Arakawa at (202) 551-3650, or Jenifer Gallagher at (202)
551-3706, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

                  Brett
                    D. White

                  (650)
                    843-5191

                  whitebd@cooley.com

                  VIA
                    EDGAR

October
        16, 2008

      H.
        Roger
        Schwall

      Assistant
        Director

      Securities
        and Exchange Commission

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549

              Re:

                Gran
                  Tierra Energy Inc.

      Registration
        Statement on Form S-3

      File
        No. 333-153376

      Filed
        September 9, 2008

      Dear
        Mr.
        Schwall:

      Attached
        on behalf of Gran Tierra Energy Inc. (“Gran
        Tierra”),
        pursuant to the request of Sean Donahue of the staff (the “Staff”)
        of the
        Securities and Exchange Commission (the “Commission”),
        are
        the pages of proposed changes to the above-referenced registration statement
        that were sent by facsimile transmission to the Staff on October
        15, 2008.

      Please
        call me at (650) 843-5191 should you have any questions regarding this
        matter.

      Sincerely,

      /s/
        Brett
        White

      Brett
        White

      Attachment

              cc:

                Dana
                  Coffield, Chief Executive Officer and President, Gran Tierra Energy
                  Inc.

      Martin
        Eden, Chief Financial Officer, Gran Tierra Energy Inc.

      Nancy
        Wojtas, Cooley Godward Kronish LLP

CORRESP
1
filename1.htm

      Unassociated Document

    [Gran
      Tierra Letterhead]

    October
      15, 2008

    Via
      EDGAR

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            RE:

              Gran
                Tierra Energy Inc.

    Registration
      Statement on Form S-3

    File
      No. 333-153376

    Ladies
      and Gentlemen:

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

    Further,
      Gran Tierra hereby confirms to the Commission:

              ·

              should
                the Commission or the staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

              ·

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                company
                from its full responsibility for the adequacy and accuracy of the
                disclosure in the filing; and

              ·

              the
                company may not assert the staff comments and the declaration of
                effectiveness as a defense in any proceeding initiated by the Commission
                or any person under the federal securities laws of the United
                States.

    Sincerely,

    Gran
      Tierra Energy Inc.

    /s/
      Martin Eden

            By:

              Martin
                Eden

    Chief
      Financial Officer

            cc:

              Nancy
                H. Wojtas and Brett D. White

    Cooley
      Godward Kronish llp

CORRESP
1
filename1.htm

      Unassociated Document

                Brett
                  D. White

                (650)
                  843-5191

                whitebd@cooley.com

                VIA
                  EDGAR

    October
      14, 2008

    H.
      Roger
      Schwall

    Assistant
      Director

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:

              Gran
                Tierra Energy Inc.

    Registration
      Statement on Form S-3

    File
      No. 333-153376

    Filed
      September 9, 2008

    Dear
      Mr.
      Schwall:

    Attached
      on behalf of Gran Tierra Energy Inc. (“Gran
      Tierra”),
      pursuant to our discussions with Timothy Levenberg and Sean Donahue of the
      staff
      (the “Staff”)
      of the
      Securities and Exchange Commission (the “Commission”),
      are
      proposed changes to the disclosure regarding Canadian Tax Consequences for
      your
      review.

    Please
      call me at (650) 843-5191, or Nancy Wojtas of our firm at (650) 843-5819, and
      advise us as to whether you have any comments to the attached
      disclosure.

    Sincerely,

    /s/
      Brett
      White

    Brett
      White

    Attachment

            cc:

              Dana
                Coffield, Chief Executive Officer and President, Gran Tierra Energy
                Inc.

    Martin
      Eden, Chief Financial Officer, Gran Tierra Energy Inc.

    Nancy
      Wojtas, Cooley Godward Kronish llp

          FIVE
            PALO
            ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000
            F:
            (650) 849-7400 WWW.COOLEY.COM

CORRESP
1
filename1.htm

                  Brett
                    D. White

                  (650)
                    843-5191

                  whitebd@cooley.com

                  VIA
                    EDGAR

      October
        9, 2008

      Securities
        and Exchange Commission

      100
        F
        Street, NE

      Washington,
        DC 20549

              Re:

                Gran
                  Tierra Energy Inc.

      SEC
        File No. 001-34018

      Ladies
        and Gentlemen:

      Transmitted
        for filing on behalf of Gran Tierra Energy Inc. (“Gran
        Tierra”),
        is
        Amendment No. 2 to the to a preliminary Notice of Special Meeting of
        Stockholders, Proxy Statement and form of Proxy (collectively, the “Preliminary
        Proxy Statement”)
        to be
        used in connection with a Special Meeting of Stockholders of Gran Tierra,
        currently scheduled to be held on November 14, 2008.

      We
        responded, by letter dated October 7, 2008, to a comment received from the
        staff
        (the “Staff”)
        of the
        Securities and Exchange Commission (the “Commission”)
        by
        letter dated October 7, 2008, with respect to the Preliminary
        Proxy Statement,
        and had
        discussions with the Staff regarding our response on October 8, 2008.
        The
        comment regarding the Preliminary Proxy Statement stated
        that Proposal 3 needed to be “unbundled.” On October 8, 2008, we faxed our
        changes to the Preliminary Proxy Statement to the Staff in response to the
        comment, and received a telephone call from Sean Donahue, the examiner,
        confirming that the changes made in response to comment, as faxed to Mr.
        Donahue, were responsive and that the Staff had no further comments with
        respect
        to the unbundling of Proposal 3.

      For
        the
        convenience of the Staff, attached is a marked copy of the Preliminary
        Proxy Statement,
        reflecting all changes made from Amendment No. 1 to the Preliminary Proxy
        Statement. Many of the new changes reflect a revision in the Plan of Arrangement
        that provides that Solana Shareholders who do not return their election form
        prior to the effective date of the Arrangement will automatically be deemed
        to
        elect to receive exchangeable shares if they have a Canadian residence on
        the
        Solana Share register, and otherwise will receive Gran Tierra common stock.
        For
        the Staff’s convenience, the following is a list of the changes made since
        Amendment No. 1 that were not
        reflected in the fax sent to the Staff on October 8, 2008:

                Page
                  Number

                Description

                Cover
                  page

                inserted
                  date of Preliminary Proxy Statement, October 10, 2008

                Second
                  page of the Gran Tierra letter to stockholders

                inserted
                  mailing date, October 16, 2008

                Second
                  page of the Solana Resources Limited (“Solana”)
                  letter to stockholders

                deleted
                  bolded paragraph

              FIVE
                PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA
                94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

            SEC

            October
              9, 2008

            Page
              Two

                First
                  page of the Gran Tierra “Notice of Special Meeting of
                  Stockholders”

                inserted
                  date of Notice of Special Meeting of Stockholders, October 10,
                  2008

                First
                  page of the “Notice of Special Meeting of Solana
                  Securityholders”

                inserted
                  date of Preliminary Proxy Statement, October 10, 2008

                Second
                  page of the “Notice of Special Meeting of Solana
                  Securityholders”

                inserted
                  date of Notice of Special Meeting of Solana Securityholders, October
                  10,
                  2008

                i

                inserted
                  date of Preliminary Proxy Statement, October 10, 2008 and inserted
                  date of
                  Court order, October 9, 2008

                ii

                inserted
                  date of Notice of Petition, October 10, 2008

                iii

                inserted
                  dates and U.S./Canadian exchange rates as at October 9,
                  2008

                5

                inserted
                  provisions regarding what Solana Shareholders can elect to receive
                  and
                  what will be received by those who fail to make an election,
                  deleted bolded paragraph and deleted “that are not exempt from tax under
                  Part I of the Income
                  Tax Act (Canada)
                  and, in the case of partnerships, are Canadian partnerships for
                  purposes
                  of the Income
                  Tax Act (Canada)”

                6

                inserted
                  provision regarding the potential tax impact of rights accompanying
                  the
                  GTE-Solana Exchangeable Shares on certain savings and pension plans
                  and
                  inserted “and election form” in two instances to address the inclusion of
                  an election form with the letter of transmittal

                7

                deleted
                  “if a Canadian resident that is not exempt from tax under Part I
                  of the
                  Income
                  Tax Act (Canada)
                  and, if a partnership, is a Canadian partnership for purposes of
                  the
                  Income
                  Tax Act (Canada)”

                9

                replaced
                  “non Canadian” with “other”

                10

                inserted
                  “can elect”

                11

                inserted
                  provisions regarding what Solana Shareholders can elect to receive
                  and
                  what will be received by those who fail to make an election, deleted
                  bolded paragraph

                13

                changed
                  page number reference

                17

                deleted
                  “that are not exempt from Part I tax under the Income
                  Tax Act (Canada)
                  and, in the case of partnerships, are Canadian partnerships for purposes
                  of the Income
                  Tax Act (Canada)”,
                  replaced “exchange of such shares for shares of Gran Tierra common stock”
                  with “disposition of such shares”

                18

                changed
                  page number reference

                19

                updated
                  selected pro forma “Balance Sheet Data”, including “Working capital
                  including cash” and “Shareholder’s equity” for the six months ended June
                  30, 2008

                22

                inserted
                  “as of June 30, 2008 and for the”, updated page number references, revised
                  “Statement of Operations Data” line items and reformatted “Balance Sheet
                  Data” table

                30

                inserted
                  intended mailing date of Preliminary Proxy Statement, October 16,
                  2008

            FIVE
              PALO
              ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650)
              843-5000 F:
              (650) 849-7400 WWW.COOLEY.COM

            SEC

            October
              9, 2008

            Page
              Three

                38

                redefined
                  the negative “ineligible shareholders” as the positive “eligible
                  shareholders”, distinguished what Solana Shareholders who fail to make an
                  election will receive

                43

                updated
                  “Background of Arrangement” to include a description of the October 9,
                  2008 amendment to the Arrangement Agreement

                44

                deleted
                  “that are not exempt from tax under Part I tax of the Income
                  Tax Act (Canada)
                  and, in the case of partnerships, are Canadian partnerships for
                  purposes
                  of the Income
                  Tax Act (Canada)”
                  and replaced “non Canadian holders” with “other
                  holders”

                61

                replaced
                  “eligible shareholders” and “ineligible shareholders” with references to
                  Solana Shareholders entitled to receive either GTE-Solana Exchangeable
                  Shares or Gran Tierra common stock, respectively

                74

                inserted
                  provisions regarding what Solana Shareholders can elect to receive
                  pursuant to the Arrangement and what will be received by those
                  who fail to
                  make an election

                79

                changed
                  reference regarding AMEX listing application to reflect an intention
                  to
                  apply in October rather than a specific October application date,
                  inserted
                  bolded provision encouraging consultation with tax advisors, deleted
                  “after the Arrangement” and inserted “particularly registered savings
                  plans.”

                82

                corrected
                  number of unvested Solana options held by Solana directors and
                  officers

                84

                increased
                  the combined company’s pro forma total shareholders’
                  equity

                85

                updated
                  “Comparative Per Share Market Price Data” table to reflect changes in Gran
                  Tierra’s high and low stock price and volume data for the period from
                  October 1, 2008 through October 8, 2008

                87

                updated
                  “Comparative Per Share Market Price Data” table to reflect an increase in
                  Solana’s September “high price” on the AIM and inserted the last closing
                  stock price data for Gran Tierra and Solana as at October 9,
                  2008

                88

                revised
                  the “Book Value per Common Share” figures for both “Pro Forma per Common
                  Share Data” and “Consolidated Equivalent Pro Forma per Common Share Data”
                  for the six months ended June 30, 2008

                89

                revised
                  selected pro forma “Balance Sheet Data”, including “Working capital
                  including cash” and “Total Shareholder’s equity”, for the six months ended
                  June 30, 2008

                99

                revised
                  the “Warrants” and “Total Shareholders’ Equity” line items of the “Pro
                  Forma Consolidated Capitalization of the Combined Company” outstanding as
                  of June 30, 2008

                104

                updated
                  one instance of the beneficial ownership “as of” date not updated in a
                  prior revision

                105

                updated
                  the Gran Tierra director and officer group beneficial ownership
                  of options
                  data in footnotes 10 and 4

                129

                inserted
                  “as of June 30, 2008 and for the”, updated page number references, revised
                  “Statement of Operations Data” line items and updated basic and diluted
                  income (loss) per common share prices

                130

                reformatted
                  “Balance Sheet Data” table

                131

                updated
                  page references

                144

                updated
                  “Amount and Nature of Beneficial Ownership” and “Percentage of Class”
                  data, including footnotes, for each Solana director and officer
                  to reflect
                  “as of” date change

            FIVE
              PALO
              ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650)
              843-5000 F:
              (650) 849-7400 WWW.COOLEY.COM

            SEC

            October
              9, 2008

            Page
              Four

                145

                updated
                  footnotes (continued from page 144) related to Solana director
                  and officer
                  beneficial ownership of Solana options to reflect “as of” date change and
                  inserted reference to interim financial statements in Solana’s “Documents
                  Incorporated by Reference”

                157

                inserted
                  bolded provision regarding assumptions made with respect to residency
                  of
                  certain Solana Shareholders

                158

                inserted
                  “is an Eligible Shareholder and”

                161

                inserted
                  section entitled “Exchange of Solana Shares for Gran Tierra Common Stock”
                  regarding certain tax consequences for certain participants under
                  the
                  Arrangement

                162

                replaced
                  “Resident Solana Shareholder” with “shareholder”

                163

                replaced
                  “when” with “if” and replaced “for GTE-Solana Exchangeable shares” with
                  “under the Arrangement.”

                166

                inserted
                  provision encouraging consultation with a tax advisor, providing
                  a “No
                  opinion” disclaimer and describing assumptions regarding
                  residency

                178

                corrected
                  a typo in a Gran Tierra Proposal number

                181

                inserted
                  date and Gran Tierra closing stock price on AMEX as at October
                  9,
                  2008

                188

                corrected
                  “Interests of Experts” ownership verification dates for Cooley Godward
                  Kronish LLP and DeGoyler and MacNaughton

                190

                removed
                  the “Rollover Warrants” line item from “Liabilities and Shareholders’
                  Equity” in the Gran Tierra “Pro Forma Consolidated Balance Sheet As at
                  June 30, 2008” and updated data listed under columns “Pro Forma
                  Adjustments”, “Note” and “Pro Forma Consolidated”

                195

                Note
                  1(g) - revised existing reference to Gran Tierra’s liability with respect
                  to warrants and deleted two sentences describing Gran Tierra’s treatment
                  of the fair value of Rollover Warrants as a liability, due to the
                  “Rollover Warrants” line item removal on

CORRESP
1
filename1.htm

    [Cooley
      Godward Kronish LLP Letterhead]

    VIA
      EDGAR

    October
      7, 2008

    H.
      Roger
      Schwall

    Assistant
      Director

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:

              Gran
                Tierra Energy Inc.

                Registration
                  Statement on Form S-3

                File
                  No. 333-153376

                Filed
                  September 9, 2008

                Preliminary
                  Proxy Statement on Schedule 14A, as revised

                File
                  No. 1-34018

                Filed
                  September 30, 2008

    Dear Mr. Schwall:

    On
      behalf
      of Gran Tierra Energy Inc. (“Gran
      Tierra”),
      we
      are responding to comments received from the staff (the “Staff”)
      of the
      Securities and Exchange Commission (the “Commission”)
      by
      letter dated October 7, 2008, with respect to the registration statement and
      preliminary proxy statement referenced above (the “Comments”).
      The
      numbering of the paragraphs below corresponds to the numbering of the Comments,
      which for the Staff’s convenience have been incorporated into this response
      letter. Capitalized terms not defined in this letter have the meanings assigned
      to them in the Preliminary Proxy Statement.

    Form
      S-3

              1.

              Briefly
                explain to us why you believe that Form S-3 is the appropriate form
                on
                which to register this
                transaction.

    We
      believe that Gran Tierra should be able to use Form S-3 to register the shares
      of Gran Tierra common stock issuable upon redemption, retraction or other
      exchange of the GTE-Solana Exchangeable Shares for the following
      reasons:

    a. The
      Joint
      Proxy Statement on Schedule 14A relates to the authorization to issue the
      GTE-Solana Exchangeable Shares and shares of Gran Tierra common stock in the
      transaction with Solana. These issuances will be made pursuant to Section
      3(a)(10) of the Securities Act of 1933, as amended. As a result, no registration
      of the issuance of these shares is required, and the use of Schedule 14A is
      appropriate. As a result, only the issuance of the Gran Tierra common stock
      upon
      redemption, retraction or other exchange of the GTE-Solana Exchangeable Shares
      requires registration, a process that will occur from time to time over the
      next
      five years.

    b. We
      have
      reviewed precedent in exchangeable share transactions and have seen both Form
      S-4 and Form S-3 used. For example, in the Molson/Coors transaction (SEC Reg.
      No. 333-120776), Form S-3 was used in the same manner as contemplated in the
      Gran Tierra / Solana transaction.

    c. The
      Form
      S-3 is being filed under General Instruction I.B.4.(a)(3) to cover the issuances
      of Gran Tierra common stock upon redemption, retraction or other exchange of
      the
      GTE-Solana Exchangeable Shares. Nancy Wojtas of our firm had previously
      confirmed with Celeste Murphy (who consulted with Anne Nguyen-Parker in the
      branch) regarding the structure of the transaction, and Ms. Murphy confirmed
      that the structure was acceptable so long as the Form S-3 was declared effective
      prior to the mailing of the Joint Proxy Statement to the holders of Gran Tierra
      common stock and Solana common shares (including the Solana stockholders who
      receive the GTE-Solana Exchangeable Shares). Therefore, the issue regarding
      the
      availability of Form S-3 was resolved through the Staff’s interpretation of
      availability and, in reliance on this, Gran Tierra structured the transaction
      using Form S-3.

    d. The
      use
      of Form S-4 appears to be impracticable and inappropriate in this transaction,
      as the Form S-4 is a cumbersome document and would provide a whole host of
      irrelevant information to a holder of GTE-Solana Exchangeable Shares. The
      GTE-Solana Exchangeable Shares will be outstanding for up to five years. Much
      of
      an Form S-4 registration statement would contain information relevant to making
      a decision as to whether to approve the transaction, but irrelevant to whether,
      once the stockholder is a holder of GTE-Solana Exchangeable Shares, to redeem,
      retract or otherwise exchange the GTE-Solana Exchangeable Shares. Form S-3
      would
      provide the information relevant to a holder of GTE-Solana Exchangeable Shares
      without all of the extraneous information. A review of precedent has shown
      companies that use Form S-4 then later convert to Form S-3 after the transaction
      is completed. It appears to be a meaningless exercise to file a Form S-4 and
      then convert it to a Form S-3, and therefore it would be appropriate to use
      the
      form which could be used once the transaction is completed (as, obviously,
      no
      use of the registration statement would be used prior to the closing of the
      transaction).

    Income
      Tax Consequences, Page 8

              2.

              If
                the tax consequences are material to investors, obtain and file opinions
                of tax counsel that clearly indicate the tax consequences. In that
                regard,
                do not suggest that the disclosure you provide is a “discussion [that] is
                of a general nature only” or that you disclose merely a “fair and accurate
                summary of the anticipated material” tax consequences. Make clear in each
                case what portion of the disclosure you provide constitutes counsel’s
                opinion. If counsel is unable to render any type of opinion, including
                a
                reasoned opinion, disclose why that is the case and eliminate any
                suggestion that an opinion is being rendered. We note for example
                the
                disclosure at page 13. See
                Item 601(b)(8) of Regulation
                S-K.

        2

    The
      tax
      consequences of the transaction could be material to investors. If the
      transaction is considered a taxable transaction by the IRS, investors could
      have
      taxable gain but would not receive cash with which to pay their taxes.

    In
      response to the Staff’s comment, the tax disclosure language will be revised to
      address the second sentence of the comment (i.e., the language regarding the
      “general nature” of the discussion and that the discussion is merely a “fair and
      accurate summary” will be deleted). Language will be added to the discussion of
      Canadian Federal Income Tax Consequences, on page 9, encouraging investors
      to
      consult their own tax advisors regarding their particular circumstances.
      Specifically, the second paragraph on page 9 will be revised to add to the
      end
      thereof the following sentence in bold text:

    “Holders
      of exchangeable shares should consult their own tax advisors having regard
      to
      their particular circumstances.”

    In
      addition, the next paragraph beginning with “This discussion is of a general
      nature . . .” will be deleted.

    The
      tax
      disclosure language on page 11 will be revised to clarify that the entire
      discussion under the heading “Material U.S. Federal Income Tax Consequences of
      the Retraction, Redemption or Purchase of Exchangeable Shares” is the opinion of
      U.S. counsel, by revising the first paragraph thereof to read in its entirety
      as
      follows:

    “The
      following discussion in this section entitled “Material U.S. Federal Income Tax
      Consequences of the Retraction, Redemption or Purchase of Exchangeable Shares”
is the opinion of Cooley Godward Kronish LLP, U.S. counsel to Gran Tierra
      Energy, Inc., with respect to the material U.S. federal income tax consequences
      to U.S. Holders of exchangeable shares who exchange their exchangeable shares
      for shares of Gran Tierra common stock in a retraction (a voluntary exchange
      initiated by a holder of exchangeable shares), redemption (an exchange initiated
      by Exchangeco to redeem the exchangeable shares) or purchase (a purchase of
      exchangeable shares by Exchangeco for cancellation) pursuant to the terms set
      forth in the Provisions Attaching to the Exchangeable Shares (Schedule A in
      the
      Plan of Arrangement). This discussion does not address any tax consequences
      arising under the income or other tax laws of any state, local or foreign
      jurisdiction or any tax treaties. It is based on the Internal Revenue Code
      of
      1986, as amended, or the Code, applicable Treasury Regulations, and
      administrative and judicial interpretations thereof, each as in effect as of
      the
      date hereof, all of which may change, possibly with retroactive effect. Any
      such
      change could affect the accuracy of the statements and conclusions discussed
      below and the tax consequences of a retraction, redemption or purchase
      transaction.”

        3

    The
      disclosure language on page 13 that was cited in the Staff’s comment is intended
      to inform the reader that there are two alternative tax positions that could
      apply to the transaction. The disclosure language will be revised to clarify
      that the tax consequences of each alternative is described as part of the
      opinion, by revising the first paragraph thereof to read in its entirety as
      follows:

    “There
      is no direct authority addressing the proper characterization of financial
      instruments with characteristics similar to the exchangeable shares and their
      ancillary rights for U.S. federal income tax purposes. As a consequence, it
      is
      not possible to determine whether the exchangeable shares will be treated as
      shares of Exchangeco stock or shares of Gran Tierra common stock for U.S.
      federal income tax purposes, and, accordingly, Cooley Godward Kronish LLP is
      unable to express an opinion with respect to which such treatment will apply.
      Because the U.S. federal income tax consequences of a retraction, redemption
      or
      purchase transaction will depend on such treatment, it is only possible to
      describe the consequences of each alternative treatment.”

    Preliminary
      Proxy Statement on Schedule 14A

    Gran
      Tierra Proposal 3, Page 174

              3.

              Although
                this proposal relate to an amendment to the fourth article of your
                articles of incorporation, it appears to deal with two different
                matters.
                Namely, you are asking stockholders to approve both (1) an increase
                in the
                number of authorized shares and (2) reducing to majority from unanimous
                the level of board approval required to issue common stock. Please
                unbundle these two proposals, and make the appropriate changes to
                the
                proxy statement and proxy card. See Rule 14a-4(a)(3) of Regulation
                14A and
                the Division of Corporation Finance’s September 2004 Interim Supplement to
                the Manual of Publicly Available Telephone Interpretations. Clearly
                describe each separate matter to be voted upon under its own caption
                in
                the proxy statement. See Rule
                14a-5(a).

    Gran
      Tierra will amend the Preliminary Proxy Statement to cause Proposal 3 to be
      two
      proposals, namely: (a) Proposal 3 will be an amendment to Gran Tierra’s articles
      of incorporation solely to increase the number of shares of authorized common
      stock, and (b) a new Proposal 4 will be added to be an amendment to Gran
      Tierra’s articles of incorporation solely to change the voting requirement by
      the Board of Directors to approve the issuance of Gran Tierra common
      stock.

    *
      * *
      *

        4

    Please
      do
      not hesitate to call me at (650) 843-5191, or Nancy Wojtas of our firm at (650)
      843-5191, if you have any questions or would like any additional information
      regarding this matter.

    Sincerely,

    /s/
      Brett
      White

    Brett
      White

            cc:

              Dana
                Coffield, Chief Executive Officer and President, Gran Tierra Energy
                Inc.

                Martin
                  Eden, Chief Financial Officer, Gran Tierra Energy Inc.

                Nancy
                  Wojtas, Cooley Godward Kronish llp

          5

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

        October 7, 2008
 By U.S. Mail and facsimile

 Dana Coffield
President & Chief Executive Officer
Gran Tierra Energy Inc. 300, 611-10th Avenue S.W. Calgary, Alberta T2R 0B2 Canada
 Re: Gran Tierra Energy Inc.   Registration Statement on Form S-3
  File No. 333-153376   Filed September 9, 2008

  Preliminary Proxy Statement on Schedule 14A, as revised
  File No. 1-34018   Filed September 30, 2008

Dear Mr. Coffield:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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.

Dana Coffield
Gran Tierra Energy Inc.
October 7, 2008 Page 2  Form S-3

1. Briefly explain to us why you believe that  Form S-3 is the appropriate form on
which to register this transaction.
 Income Tax Consequences, page 8

2. If the tax consequences are material to i nvestors, obtain and file opinions of tax
counsel that clearly indicate  the tax consequences.  In that regard, do not suggest
that the disclosure you provide is a “discuss ion [that] is of a general nature only”
or that you disclose merely a “fair an d accurate summary of the anticipated
material” tax consequences.  Make cl ear in each case what portion of the
disclosure you provide constitutes counsel’s opinion.  If counsel is unable to render any type of opinion, in cluding a reasoned opinion, di sclose why that is the
case and eliminate any suggestion that an opinion is being rendered.  We note for
example the disclosure at page 13.  See
 Item 601(b)(8) of Regulation S-K.

Preliminary Proxy Statement on Schedule 14A
 Gran Tierra Proposal 3, page 174

3. Although this proposal relates to an amen dment to the fourth  article of your
articles of incorporation, it appears to deal with two different matters.  Namely,
you are asking stockholders to approve bot h (1) an increase in the number of
authorized shares and (2) re ducing to majority from una nimous the level of board
approval required to issue common stoc k.  Please unbundle these two proposals,
and make the appropriate changes to the proxy statement and proxy card.  See
Rule 14a-4(a)(3) of Regulation 14A and the Division of Corporation Finance's
September 2004 Interim Supplement to th e Manual of Publicly Available
Telephone Interpretations.  Clearly describe each separate matter to be voted upon under its own caption in the proxy statement.  See
 Rule 14a-5(a).

Closing Comments

 Please amend your registration statement in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested supplemen tal 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 filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its

Dana Coffield
Gran Tierra Energy Inc.
October 7, 2008 Page 3  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.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, 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 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 this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequa te time after the filing of an amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Dana Coffield
Gran Tierra Energy Inc. October 7, 2008 Page 4
Please contact Sean Donahue at (202 ) 551-3579 or, in his absence, Timothy
Levenberg, Special Counsel at (202) 551-3707 with any questions.

Sincerely,

  H. Roger Schwall Assistant Director
 cc: Sean Donahue
Brett White (650-849-7400)

CORRESP
1
filename1.htm

corresp

[Gran Tierra Letterhead]

December 18, 2007

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Gran Tierra Energy Inc.

Registration Statement on Form S-1

Filed October 26, 2007

File No. 333-146953

Ladies and Gentlemen:

     The undersigned registrant hereby requests that the Commission take appropriate action to
cause the above-referenced Registration Statement on Form S-1 to become effective at 5:00 p.m.
Eastern Time on Wednesday, December 19, 2007 or as soon thereafter as is practicable.

Further, Gran Tierra hereby confirms to the Commission:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

    •

    the company may not assert the staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Sincerely,

Gran Tierra Energy Inc.

    /s/ Martin Eden

    By:

    Martin Eden

    Chief Financial Officer

    cc:

    Nancy H. Wojtas and Brett D. White

    Cooley Godward Kronish llp

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
November 16, 2007

By U.S. mail and facsimile

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

Re: Gran Tierra Energy Inc.
Registration Statement on Form S-1
 Filed October 26, 2007
 Amendment No. 1 to Form S-1
Filed November 13, 2007
 File No. 333-146953

Dear Mr. Coffield:

This letter is a follow-up to the oral comments given your counsel on November
13, 2007.  We have limited our review of your filings 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 revisi on 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.  Af ter 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.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
November 16, 2007 Page 2
General
1. We note that you have filed your Form 10-QSB for the quarter ended September
30, 2007.  Please update your financial statem ents in accordance with Item 3-01(f)
of Regulation S-X.  Also, update as appropr iate all of the related disclosure in
your registration statement.
2. In accordance with the requirements of Regulations C and S-T, file via EDGAR a marked version of the amended registration statement at the time you file each amendment.  In this regard, we note that no marked version accompanied the
filing of Amendment No. 1 to the registration statement.  Please also file a copy of Amendment No. 1 that ma rks all of the changes made from the original S-1.
On the cover page of your next amendment,  note that it is Amendment No. 2.

Principal and Selling Shareholders, page 69
3. Update the information on your benefici al ownership and selling shareholder
tables to a more recent date. We note that the information on the beneficial
ownership table is as of August 13, 2007 a nd on the selling shareholder table is as
of September 15, 2007.

Plan of Distribution, page 82
4. You indicate on page 84 that any broker de alers that are involved in selling shares
“may” be deemed to be underwriters.  Id entify by name the selling shareholders
who are broker-dealers, and state specif ically that they are underwriters.

Exhibit Index

Exhibit 5.1
5. The opinion of counsel that you have filed is  limited to the statut es of the state of
Nevada.  The opinion must also be based on the rules and regulations underlying the applicable statutory provisions and applicable judicial and regulatory
determinations. Obtain and refile an opinion that is not so limited.

Closing Comments

As appropriate, amend the registration st atement in response to these comments.
You may wish to provide us with marked c opies of the amendmen ts to expedite our
review.  Please furnish a cover letter with your amendments that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments and responses to our comments.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
November 16, 2007 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d 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.

  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
November 16, 2007 Page 4
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

  Please contact Donna Levy at (202) 551-3292 or me at (202) 551-3745 with any
questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: Brett White, Esq.
Donna Levy

CORRESP
1
filename1.htm

    [Gran
      Tierra Letterhead]

    November
      9, 2007

    Via
      EDGAR

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

                RE:

                Gran
                  Tierra Energy Inc.

                Registration
                  Statement on Form S-1

                Filed
                  October 26, 2007

                File
                  No. 333-146953

    Ladies
      and Gentlemen:

    The
      undersigned registrant hereby informs the Commission that it intends to file
      an
      Amendment No. 1 to the above-referenced Registration Statement on Tuesday,
      November 13, 2007, and requests that the Commission take appropriate action
      to
      cause the above-referenced Registration Statement on Form S-1, as so amended,
      to
      become effective at 3:00 p.m. Eastern Time on Tuesday, November 13, 2007 or
      as
      soon thereafter as is practicable.

    Further,
      Gran Tierra hereby confirms to the Commission:

            ·

              should
                the Commission or the staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

            ·

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                company
                from its full responsibility for the adequacy and accuracy of the
                disclosure in the filing; and

            ·

              the
                company may not assert the staff comments and the declaration of
                effectiveness as a defense in any proceeding initiated by the Commission
                or any person under the federal securities laws of the United
                States.

    Sincerely,

            Gran
              Tierra Energy Inc.

            /s/
              Martin
              Eden

                  By:

                  Martin
                    Eden

                  Chief
                    Financial Officer

                cc:

                Nancy
                  H. Wojtas and Brett D. White

                Cooley
                  Godward Kronish llp

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

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010

April 30, 2007

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta, Canada T2R 0B2

Re: Gran Tierra Energy Inc.
  Amendment No. 1 to Registration St atement to Form SB-2 on Form S-1
Filed April 13, 2007
 File No. 333-140171

Dear Mr. Coffield:

We have limited our review of the above filing to the areas upon which we have
issued comments.  Where indicated, we th ink 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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Amendment No. 1 to Registration Statement to Form SB-2 on Form S-1

Compensation Discussion and Analysis, page 57

1. We note your disclosure that your Compensation Committee determines
the amount of each element of pay base d on individual accomplishments relative
to “ agreed objectives, operational and financial result s”, and overall corporate
performance.  Please provide further de tails regarding these elements.  For
instance, clearly disclose the pre-de fined objectives, how  the Compensation
Committee determines the objectives, and the weight it gives to each one.

Mr. Dana Coffield
Gran Tierra Energy Inc.
April 30, 2007 page 2

2. Please revise your disclosure to clarify on an individual  basis versus an aggregate
basis, the target levels and perfor mance goals set for each named executive
officer.  If you believe that disclosure of  the targets or other factors would cause
you competitive harm, using the standard you would use if requesting confidential
treatment, please discuss this supplementally.  We may have additional comments
on whether you have met the standard for treating the information confidentially.
Please refer generally to Item 402(b)(2)(ix)  of Regulation S-K and instruction 4 to
Item 402(b) of Regulation S-K.

3. Giving consideration to the aforementi oned comment, if you have established
targets with respect to individual and aggregate b onus amounts for fiscal 2007,
please disclose these as well. Alte rnatively, tell us how you would be
competitively harmed, as in our comment above, and include disclosure that explains how difficult it will be for the executives to achieve the undisclosed target levels.

4. We note that you subscribe to and particip ate in an annual compensation survey
covering oil and gas companies located in  Canada.  Please id entify the name of
this survey and provide us with a copy.

Further, in this regard, we note that  your Compensation Committee “gauges the
elements of pay against the 50th - 75th percentile of this survey for the position
within the peer group for the industry.”  Please iden tify the companies that
comprise this peer group.

Lastly, in describing this survey, you state that surv ey results for 2006 include
salary data from 37,524 incumbents and 158 organizations covering 274
positions.  Please explain the meaning of “incumbents,”  “organizations” and
“positions.”   See Item 402(b )(2)(xiv) of Regulation S-K.

5. We note that no cash bonuses were paid for 2005.  However, it appears from the
Summary Compensation Table that cash  bonuses were paid in 2006.  Please
discuss those bonuses.  For instance, explain why the bonuses were paid and the
basis for the different amounts.  Further, in this regard, please also discuss the
2006 option awards.

Summary Compensation Table, page 59

6. We note footnote (1).  Clarify whethe r columns for Option Awards and “All
Other Compensation” is in U.S. dollars and Canadian dollars.

Agreements with Executive Officers, page 60

7. We note your statement that the respectiv e agreements provide for an initial

Mr. Dana Coffield
Gran Tierra Energy Inc.
April 30, 2007 page 3

annual base salary and pr ovide for unspecified annual bonuses and options as
warranted.  Please provide further deta ils regarding these agreements.  For
instance, better describe these bonuses and options, such as how the amounts will
be determined, when they will be issued, and on what basis they will be awarded.

Closing Comments

As appropriate, please amend the above f iling in response to these comments.
You may wish to provide us with a marked copy 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 in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at 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 in formation required under
the Securities Act of 1933 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.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mr. Dana Coffield
Gran Tierra Energy Inc.
April 30, 2007 page 4

securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

Please contact Jason Wynn at (202) 551-3756 or, in his absence, me at (202) 551-
3685 with any questions.  Direct all corre spondence to the following ZIP code:  20549-
7010.

         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

cc:   J. Wynn

via facsimile
Nancy Wojtas, Esq. and Brett White, Esq.
Cooley Godward Kronish LLP
(650) 849-7400

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

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010

February 14, 2007

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta, Canada T2R 0B2

Re: Gran Tierra Energy Inc.
  Registration Statement on Form SB-2
Filed January 24, 2007
 File No. 333-140171

Dear Mr. Coffield:

We have limited our review of the above filing to the areas upon which we have
issued comments.  Where indicated, we th ink 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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form SB-2

General

1. We note that we recently issued comment s on another registration statement on
Form SB-2 that you filed on March 1 0, 2006 with the file number 333-132352.
All comments that we issued relating to that Form SB-2 should also be reflected
in the more recent one that you filed on January 24, 2007 with the file number
333-140171.  Similarly, both documents should provide consistent disclosure.
Please note that we will need time to review any additional disclosure.  We may have further comment.

Mr. Dana Coffield
Gran Tierra Energy Inc.
February 14, 2007 page 2

Selling Stockholders, page 17

2. Please disclose the natural persons who ex ercise voting and/or dispositive powers
with respect to the securities to be offered for resale by each  of the selling
shareholders.  For example, we note th at you have not iden tified the natural
persons who exercise voting and/or dis positive powers with respect to the
securities to be offered for resale by Ba ncor Inc.  See Interpretation I.60 of the
July 1997 manual of publicly available CF telephone interpretations, as well as
interpretation 4S of the Regulation S- K portion of the March 1999 supplement to
the CF telephone interpretation manual.

Closing Comments

As appropriate, please amend the above f ilings in response to these comments.
You may wish to provide us with a marked copy 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 in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at 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 in formation required under
the Securities Act of 1933 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.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, 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 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Mr. Dana Coffield
Gran Tierra Energy Inc.
February 14, 2007 page 3

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

Please contact Jason Wynn at (202) 551-3756 or, in his absence, me at (202) 551-
3685 with any other questions.  Direct all correspondence to  the following ZIP code:
20549-7010.

         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

cc:   J. Wynn

via facsimile
Jason Scott, Esq.
McGuire Woods LLP
(704) 353-6181

CORRESP
1
filename1.htm

      Unassociated Document

    [Gran
      Tierra Energy Letterhead]

    February
      13, 2007

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    Re:
Gran
      Tierra Energy, Inc.

    Registration
      Statement on Form SB-2/A

    File
      No.
      333-132352

    Ladies
      and Gentlemen:

    Gran
      Tierra Energy, Inc. (the “Company”), has filed a Registration Statement on Form
      SB-2/A (File No. 333-132352) and is requesting acceleration of the effective
      date. The Company acknowledges the following:

            ·

              The
                disclosure in the filing is the responsibility of the Company. The
                Company
                represents to the Securities and Exchange Commission (the “Commission”)
                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 with respect to the filing and
                the
                Company represents that it will not assert this action as a defense
                in any
                proceeding initiated by the Commission or any person under the federal
                securities laws of the United
                States.

            ·

              The
                Company further acknowledges, that 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 disclosures in the
                filing.

    In
      accordance with Rule 461 of the Securities Act of 1933, as amended, the
      undersigned, on behalf of the Company, hereby respectfully requests that the
      above-referenced registration statement be declared effective at 4:00 p.m.,
      Washington, D.C. time, on February 14, 2007, or as soon thereafter as
      practicable.

    Thank
      you
      for your assistance.

            Very truly yours,

            /s/ Martin Eden_________

            Martin Eden

              Chief
                Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
February 2, 2007

By U.S. mail and facsimile

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

Re: Gran Tierra Energy Inc.
Amendment No. 4 to Registrati on Statement on Form SB-2
 Filed January 17, 2007
 File No. 333-132352
 Form 10-KSB, as amended, for the fiscal year ended December 31,
 2005
 Form 10-QSB, as amended, for th e fiscal quarter ended September
 31, 2006
 File No. 333-111656

Dear Mr. Coffield:

We have reviewed your filings and have the following comments.   Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
February 2, 2007 Page 2
Form SB-2/A4

Management’s Discussion and Analysis

Plan of Operations, page 32

1. Please update your plan of operations for 2007.

Subsequent Events, page 35

2. If material, please describe the minimu m work obligations for the property you
own in Peru which has received final ratification by the government of Peru.

Oil and Gas Properties-Argentina

Nicatimbay, page 48

3. Please update the information in regard to  the status of the Nacatimbay property.
We note that you say that you will be assessing the potential of the block in 2006.

Directors, Executive Officers, Promoters and Control Persons

Executive Officers and Directors, page 55

4. We note your addition of a biography for your new CFO, Mr. Eden.  In his
biography, please add the month in which he began and ended the positions listed
for him for the past five years.

Closing Comments

As appropriate, amend the registration st atement in response to these comments.
You may wish to provide us with marked c opies of the amendmen ts to expedite our
review.  Please furnish a cover letter with your amendments that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendments and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d 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.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
February 2, 2007 Page 3
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

  Please contact Donna Levy at (202) 551-3292 or me at (202) 551-3745 with any
questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: Jason Scott, Esq. (facsimile: 704-353-6181)
Donna Levy

CORRESP
1
filename1.htm

      Unassociated Document

                Jason H. Scott

              jscott@mcguirewoods.com

              Direct:
                704.373.8862

              Direct
                Fax: 704.353.6181

    January
      17, 2007

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    Washington,
      D.C. 20549-7010

              Re:

              Gran
                Tierra Energy Inc. (the
“Company”)

    Amendment
      No. 3 to Registration Statement on Form SB-2

    Filed
      December 7, 2006

    File
      No. 333-132352

    Form
      10-KSB, as amended, for the fiscal year ended December 31,
      2005

    Form
      10-QSB, as amended, for the fiscal quarter ended September 31,
      2006

    File
      No. 333-111656

    Dear
      Mr.
      Schwall:

    This
      is
      in response to your comment letter to Dana Coffield dated January 5, 2007 with
      respect to the above-referenced filings. The Company is simultaneously filing
      Amendment No. 4 to Registration Statement No. 333-132352, Amendment No. 4 to
      Form 10-KSB for the period ended December 31, 2005, and Amendment No. 2 to
      Form
      10-QSB for the quarterly period ended September 30, 2006.

    We
      have
      set forth below the comments in your letter dated of January 5, 2007 in italics
      with the Company’s responses to each.

    Form
      SB-2/A3

    General

              1.

              We
                note that you have added shares to the Form SB-2 that were sold in
                a
                private placement that closed in June 2006. Since you originally
                filed the
                Form SB-2 in March 2006, you may not add these shares to this registration
                statement. The underlying private placement must be completed before
                you
                first file the resale registration statement. Please refer to the
                Manual
                of Publicly Available Telephone Interpretations, March 1999 Supplement,
                Interpretation 3S(b). This manual is available from our website at
                www.sec.gov. Please call us to discuss this
                issue.

      January
        17, 2007

      Page
        2

    RESPONSE:
      The
      Staff’s comment is noted and the Company has removed the shares sold in the
      private placement that closed in June 2006 from the Registration Statement
      No.
      333-132352. The Company is simultaneously filing a new registration statement
      on
      Form SB-2 to register those shares sold in the private placement that closed
      in
      June 2006.

              2.

              Certain
                comments written on your latest amendment to your registration statement
                also pertain to the comparable areas of your Form
                10-KSB.

    RESPONSE:
      We
      have
      indicated in this letter where our responsive changes appear in the marked
      versions of the Form SB-2/A and Form 10-KSB/A. All corresponding changes have
      been addressed throughout each of these documents.

    Management's
      Discussion and Analysis, page 56

              3.

              We
                note that you had revenues from operations in 2005. If you also have
                revenues from operations in 2006, please revise you MD&A section to
                comply with Item 303(b) of Regulation S-B. Specifically, please discuss
                your financial condition, with particular emphasis on your future
                prospects, especially in light of your recent acquisitions. Do not
                merely
                recite information that is evident from the financial statements.
                If
                material, disclose any known trends, events or uncertainties that
                are
                reasonably likely to have a material impact on your liquidity, especially
                in light of your recent acquisitions; material commitments for capital
                expenditures and expected sources of funds to pay for such expenditures,
                especially in light of your recent acquisitions; and the causes for
                any
                material changes from period to period in your line
                items.

    RESPONSE:
      The
      Company has revised the Management’s Discussion and Analysis section on pages 30
      to 39 of Form SB-2/A to comply with Item 303(b) of Regulation S-B.

    Directors,
      Executive Officers Promoters and Control Persons, page 77

              4.

              Provide
                the information required by Item 407(a) of Regulation S-B in regard
                to
                director independence.

    RESPONSE:
      The
      Company has revised page 55 of Form SB-2/A to provide the information required
      by Item 407(a) of Regulation S-B in regard to director
      independence.

    Security
      Ownership of Certain Beneficial Owners and Management, page
      81

              5.

              If
                applicable, provide the ownership information required by amended
                Item
                403(b) of Regulation S-K.

      January
        17, 2007

      Page
        3

    RESPONSE:
      The
      Company has revised the Security Ownership of Certain Beneficial Owners and
      Management section on page 56 of Form SB-2/A to provide the ownership
      information required by amended Item 403(b) of Regulation S-K, as
      applicable.

    Executive
      Compensation, page 83

              6.

              Revise
                you disclosure in this section to comply with the amended Item 402
                of
                Regulation S-B. Information on compensation for your 2006 fiscal
                year
                should also be included.

    RESPONSE:
      The
      Company has revised the Executive Compensation section on page 58 of Form SB-2/A
      to comply with amended Item 402 of Regulation S-B and to include information
      on
      compensation for the fiscal year ended December 31, 2006.

    Financial
      Statements - 14% Interest in the Palmar Largo Joint
      Venture

    Schedule
      of Revenues, Royalties and Operating Costs, page F-118

              7.

              Please
                amend the registration statement to include an auditor's report that
                opines on the Schedule of Revenues, Royalties and Operating Costs
                Corresponding to the 14% Interest in the Palmar Largo Joint Venture
                for
                the years ended December 31, 2004 and
                2003.

    RESPONSE:
      The
      Company has included an auditor’s report on page F-119 of Form SB-2/A and page
      50 of Form 10-KSB/A that opines on the Schedule of Revenues, Royalties and
      Operating Costs Corresponding to the 14% Interest in the Palmar Largo Joint
      Venture for the years ended December 31, 2004 and 2003.

              8.

              Please
                include all SFAS 69 disclosures that apply to an income statement
                only
                format as required by SFAS 69, SAB Topic 2:D, questions 5 and 7 and
                Item
                302(b) of Regulation SK. The inclusion of this information was requested
                verbally on October 23, 2006.

    RESPONSE:
      The
      Company has included SFAS 69 disclosures on pages F-118, F-123 and F-124 of
      Form
      SB-2/A and pages 49, 54 and 55 of Form 10-KSB/A. The SFAS 69 disclosures were
      prepared by calculating the Company’s 14% interest from the 2004 independent
      reserve report from Pluspetrol S.A., a partner in the Palmar Largo joint
      venture. Enclosed herewith, please find a copy of the 2004 independent reserve
      report.

    The
      Company was not able to obtain a reserve report for 2003. The Company’s partner,
      Pluspetrol S.A., did not prepare a reserve report for 2003. The company that
      sold its 14% interest in Palmar Largo to the Company did not obtain a reserve
      report for either 2004 or 2003. The one Palmar Largo partner that may have
      prepared a 2003 reserve report for Palmar Largo has refused to provide that
      report to the Company.

    Therefore,
      the Company prepared the SFAS 69 disclosures from the 2004 reserve report,
      the
      Palmar Largo production data for 2003 and the December 31, 2003 and December
      31,
      2004 independently reported sales price. The opening reserves balance for 2004
      was calculated by adding the 2004 production to the December 31, 2004 reserves
      balance from the 2004 reserve report. The closing balance for 2003 was obtained
      by using the opening 2004 reserve balance. The 2003 opening reserves balance
      was
      derived by adding the 2003 closing reserves balance to the 2003 production,
      based on the Company’s 14% interest in Palmar Largo. The Standardized Measure of
      Discounted Cash Flows for December 31, 2003 was obtained by using the 2004
      cash
      flows from the 2004 reserve report adjusted for 2004 production and 2004
      operating expenses (from the audited statement of Revenues, Royalties and
      operating expenses) and 2004 capital expenditures (estimated from the audit
      work
      done for 2004 ).

      January
        17, 2007

      Page
        4

              9.

              We
                note your amendment to the registration statement only included consents
                from accountants that opined on the financial statements of Gran
                Tierra
                Energy Inc. for the period January 26, 2005 through December 31,
                2005, and
                the Argosy International, L.P. financial statements for the years
                ended
                December 31, 2005 and 2004. Please amend your filing to include consents
                for inclusion of the audit reports on the financial statements of
                Gran
                Tierra Energy, Inc. for the nine months ended September 30, 2006,
                and the
                Schedules of Revenues, Royalties and Operating Costs Corresponding
                to the
                14% Interest in the Palmar Largo Joint
                Venture.

    RESPONSE:
      The
      Company has included the consents for inclusion of the audit reports on the
      financial statements of Gran Tierra Energy, Inc. for the nine months ended
      September 30, 2006, and on the Schedules of Revenues, Royalties and Operating
      Costs Corresponding to the 14% Interest in the Palmar Largo Joint Venture as
      exhibits to the Registration Statement on Form SB-2/A as Exhibits 23.2 and
      23.3,
      respectively.

    Form
      10-KSB, as amended, for the fiscal year ended December 31,
      2005

    Explanatory
      Paragraph

              10.

              Please
                delete the reference to filing the amendment in response to SEC comments
                and summarize the changes you made in the
                amendment.

    RESPONSE: The
      Company has deleted the reference to filing the amendment in response to SEC
      comments and has summarized the changes made in the amendments to Form
      10-KSB.

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

              11.

              We
                note this amendment includes only the pages you have changed. Please
                note
                that amendments must set forth the complete text of each item undergoing
                revision. Therefore, it will be necessary to further amend your filing
                to
                include the complete text of your financial
                statements.

    January
      17, 2007

      Page
        5

    RESPONSE:
      The
      Company has amended Form 10-QSB/A for the quarterly period ended September
      30,
      2006 to include the complete text of the Company’s financial
      statements.

    By
      copy
      of this letter, we are forwarding six marked copies of Amendment No. 4 to Form
      SB-2 to each of Donna Levy and Jennifer Gallagher of your office. We are also
      forwarding four copies of Amendment No. 4 to Form 10-KSB and four copies of
      Amendment No. 2 to Form 10-QSB to Donna Levy. If you have any questions, please
      contact me at (704) 373-8862.

              Sincerely,

              /s/
                Jason H. Scott

              Jason
                H. Scott

              cc:

              Donna
                Levy

    Dana
      Coffield

    Martin
      Eden

    James
      Hart

    Louis
      Zehil

    Jennifer
      Gallagher

    James
      Murphy

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
January 5, 2007

By U.S. mail and facsimile

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

Re: Gran Tierra Energy Inc.
Amendment No. 3 to Registrati on Statement on Form SB-2
 Filed December 7, 2006
 File No. 333-132352
 Form 10-KSB, as amended, for the fiscal year ended December 31,
 2005
 Form 10-QSB, as amended, for th e fiscal quarter ended September
 31, 2006
 File No. 333-111656

Dear Mr. Coffield:

We have reviewed your filings and have the following comments.   Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 2
Form SB-2/A3

General
1. We note that you have added shares to the Form SB-2 that were sold in a private
placement that closed in June 2006.  Since you originally filed the Form SB-2 in
March 2006, you may not add these shares to  this registration statement.  The
underlying private placement must be comp leted before you first file the resale
registration statement.  Please refer to  the Manual of Publicly Available
Telephone Interpretations, March 1999 Supplement, Interpreta tion 3S(b). This
manual is available from our website at  www.sec.gov.  Please call us to discuss
this issue.
2. Certain comments written on your latest am endment to your registration statement
also pertain to the comparable areas of your Form 10-KSB.

Management’s Discussion and Analysis, page 56
3. We note that you had revenues from ope rations in 2005.  If you also have
revenues from operations in 2006, please revise your MD&A section to comply with Item 303(b) of Regulation S-B.  Specifically, please discuss your financial
condition, with particular emphasis on your futu re prospects, especially in light of
your recent acquisitions.  Do not merely recite information that is evident from the financial statements.  If material , disclose any known trends, events or
uncertainties that are reasonably likely  to have a material impact on your
liquidity, especially in light of your r ecent acquisitions; material commitments for
capital expenditures and expected sources of funds to pay for such expenditures,
especially in light of you r recent acquisitions; and th e causes for any material
changes from period to peri od in your line items.

Directors, Executive Officers Promoters and Control Persons, page 77
4. Provide the information required by Item 407(a) of Regulation S-B in regard to
director independence.

Security Ownership of Certain Beneficial Owners and Management, page 81
5. If applicable, provide the ownership information required by amended Item 403(b) of Regulation S-K.

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 3
Executive Compensation, page 83
6. Revise your disclosure in this section to comply with the amended Item 402 of
Regulation S-B.  Information on compen sation for your 2006 fiscal year should
also be included.

Financial Statements – 14% Interest in the Palmar Largo Joint Venture

Schedule of Revenues, Royalties and Operating Costs, page F-118
7. Please amend the registration statement to include an auditor’ s report that opines
on the Schedule of Revenues, Royalties and Operating Costs Corresponding to the
14% Interest in the Palmar Largo Joint Venture for the years ended December 31,
2004 and 2003.
8. Please include all SFAS 69 disclosures that  apply to an income statement only
format as required by SFAS 69, SAB Topic 2:D, questions 5 and 7 and Item 302(b) of Regulation SK.  The inclusion of this information was requested verbally on October 23, 2006.

Exhibits
9. We note your amendment to the registra tion statement only included consents
from accountants that opined on the financ ial statements of Gran Tierra Energy
Inc. for the period January 26, 2005 through December 31, 2005, and the Argosy International, L.P. financial statements for the years ended December 31, 2005
and 2004.  Please amend your filing to include  consents for inclusion of the audit
reports on the financial statements of Gran  Tierra Energy, Inc. for the nine months
ended September 30, 2006, and the Schedules of Revenues, Royalties and
Operating Costs Corresponding to the 14% Interest in the Palmar Largo Joint Venture.

Form 10-KSB, as amended, for the fiscal year ended December 31, 2005

Explanatory  Paragraph
10. Please delete the reference to filing the amendment in response to SEC comments and summarize the changes you made in the amendment.

Form 10-QSB/A for the Interim Period Ended September 30, 2006
11. We note this amendment includes only th e pages you have changed.  Please note
that amendments must set forth the complete text of each item undergoing

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 4
revision.  Therefore, it will be necessary to further amend your filing to include the complete text of your financial statements.

Closing Comments

As appropriate, please amend your Form  10-KSB and Form 10-QSB within ten
days of the date of this lette r or tell us when you will amend it. As appropriate, amend the
registration statement in response to these co mments. You may wish to provide us with
marked copies of the amendments to expedite  our review.  Please furnish a cover letter
with your amendments that keys your re sponses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d 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.

  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 5
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Jenifer Ga llagher at (202) 551-3706 or, in her absence, Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  Please contact Donna  Levy at (202) 551-3292
or me at (202) 551-3745 with any other questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc: Jason Scott, Esq. (facsimile: 704-353-6181)
Jenifer Gallagher
Donna Levy

CORRESP
1
filename1.htm

      Unassociated Document

              Jason
                H. Scott

              jscott@mcguirewoods.com

              Direct:
                704.373.8862

              Direct
                Fax: 704.353.6181

    December
      7, 2006

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    Washington,
      D.C. 20549-7010

              Re:

              Gran
                Tierra Energy Inc. (the
“Company”)

    Amendment
      No. 2 to Registration Statement on Form SB-2

    Filed
      August 8, 2006

    File
      No. 333-132352

    Amendment
      No. 1 to Annual Report on Form 10-KSB/A for the fiscal year ended December
      31,
      2005

    Filed
      July 18, 2006

    File
      No. 333-111656

    Dear
      Mr.
      Schwall:

    This
      is
      in response to your comment letters to Dana Coffield dated August 8, 2006 and
      August 31, 2006 with respect to the above-referenced filings. Our responses
      to
      your comments from the letter dated August 8, 2006 appear first as numbers
      1 to
      6, on pages 2 to 9. Our responses to your comments from the letter dated August
      31, 2006 are set forth as numbers 1 to 26, on pages 9 to 17. The Company is
      simultaneously filing Amendment No. 3 to Registration Statement No. 333-132352
      and Amendment No. 3 to Form 10-KSB.

    We
      have
      set forth below the comments in your letters of August 8, 2006 and August 31,
      2006 in italics with the Company’s responses to each.

    Responses
      to August 8, 2006 Comments

    Form
      SB-2/A Filed April 21, 2006

    General

              1.

              We
                note from your response to prior comment 9 in our letter dated May
                10,
                2006 that you will defer filing an amendment to your registration
                statement until you resolve uncertainties surrounding your previously
                announced plans to acquire various entities. Although you state that
                you
                will file any required financial statements for acquired businesses,
                please understand the requirement for purposes of the registration
                statement also extends to businesses to be acquired, prior to acquisition,
                when probable. In all instances that you have filed Form 8-Ks announcing
                agreements to acquire businesses that you believe are not sufficiently
                certain to be considered probable of occurring, you should promptly
                amend
                those filings to clarify your views as they presently
                stand.

      December
        7, 2006

      Page
        2

    RESPONSE:
      The
      Company deferred filing an amendment to its registration statement until August
      8, 2006. In connection with the filing of the Company’s amended registration
      statement, the Company provided the financial statements of Argosy Energy
      International along with the related pro forma financial information required
      by
      Item 310 (c) and (d) of Regulation S-B. In addition, the Company filed a current
      report on Form 8-K on June 21, 2006, to disclose the completion of the
      acquisition of Argosy Energy and filed an amendment to that current report
      on
      August 21, 2006, to provide the financial statements and pro forma financial
      information required under Item 9.01 of Form 8-K. The Company has filed an
      amendment to its current report on Form 8-K to include pro forma financial
      information for the quarter ended September 30, 2006 and to make other revisions
      to the financial statements and pro forma financial information previously
      provided under Item 9.01 of Form 8-K. The Company has also amended its Form
      SB-2/A on pages F-63 to F-113 to include the revised financial statements and
      pro forma financial information provided in the Form 8-K/A.

    On
      August
      8, 2006, the Company filed an amendment to its current report on Form 8-K
      relating to the acquisition of the CGC properties and provided timely disclosure
      regarding the status of the CGC asset acquisitions. On October 24, 2006, the
      Company filed a current report on Form 8-K to disclose that court approval
      to
      dispose the CGC assets in Argentina was granted. On November 7, 2006, the
      Company filed a current report on Form 8-K to disclose the purchase of interests
      in four properties (a
      93.18%
      participation in the Valle Morado Block, a 100% interest in the Santa Victoria
      Block and the remaining 50% interests in the Nacatimbay and Ipaguazu Blocks
      (in
      which the Company currently holds 50% interests)) for a total purchase price
      of
      $2.1 million. On
      December 5, 2006, the Company filed a current report on Form 8-K to disclose
      the
      purchase of the 75% interest in the El Chivil block and a 75% participation
      interest in the Surubi block for total purchase price of $2.5 million. The
      Company also disclosed that its board of directors reached a final determination
      not to pursue the acquisition of CGC’s 17.85% interest in the Palmar Largo joint
      venture and the 5% participation interest in the Aguarague joint venture, and
      that it would allow the Company’s option to acquire these interests to expire by
      its terms on December 5, 2006.

    Form
      10-KSB/A1 for the Fiscal Year Ended December 31, 2005

    Financial
      Statements, page 20

    General

              2.

              We
                note your response to prior comment 24 in our letter dated May 10,
                2006 in
                which you explain that you did not acquire substantially all the
                assets of
                Don Won Corporation. Please tell us what percent of the net assets,
                revenues and related results of operations and cash flows of Don
                Won
                Corporation you obtained when you acquired the 14 percent interest
                in the
                Palmar Largo joint venture and the 50 percent interests in the Nacatimbay
                and Ipaguazu concessions.

              We
                continue to believe complete financial statements of the predecessor
                entity are necessary to satisfy the requirements of Item 310(c) of
                Regulation S-B; therefore, if you acquired only a component of the
                business of Don Won Corporation, you should
                present

      December
        7, 2006

      Page
        3

    financial
      statements of the acquired component. These carve out financial statements
      should be prepared in accordance with the guidance provided at SAB Topic 1:B:1
      and should include a complete balance sheet, income statement and statement
      of
      cash flows.

              As
                previously indicated, the accommodation for presenting Statements
                of Gross
                Revenues and Direct Lease Operating expenses in lieu of presenting
                complete financial statements is not generally extended to situations
                calling for the financial statements of a predecessor
                entity.

    RESPONSE:
      Pursuant
      to a conversation with the Staff, the Company has included audited financial
      statements for the nine-month period ended September 30, 2006 on pages F-20
      to
      F-41 of its amended Form SB-2. With the inclusion of the audited financial
      statements for the nine month period ended September 30, 2006, one complete
      year
      of financial statements for the Company which include the Argentina acquisitions
      will have been audited and included in the SB-2.

    In
      addition, the Schedule of Revenues, Royalties and Operating Costs corresponding
      to the 14% interests in the Palmar Largo joint venture for the eight month
      period ended August 31, 2005 and the years ended December 31, 2004 and December
      31, 2003 have been audited. The Company has filed the report of their
      independent registered public accountants with the SB-2, which report reflects
      the fact that such Schedules of Revenues, Royalties and Operating Costs have
      been audited.

    Note
      1—Description of Business and Going Concern, page 26

              3.

              We
                note your response to prior comment 28 in our letter dated May 10,
                2006 in
                which you explain that you had a statutory right to acquire the remaining
                shares of Gran Tierra Canada on the same terns and conditions as
                the
                initial share exchange. However, you did not tell us why you did
                not
                account for the purchase of the remaining shares of Gran Tierra Canada
                as
                an acquisition of a minority interest. Please explain to us why you
                did
                not account for the acquisition of this non-controlling interest
                under the
                purchase method in accordance with paragraph 14 of SFAS
                141.

    RESPONSE:
      The
      Company did not account for the purchase of the remaining shares of Gran Tierra
      Canada as an acquisition of a minority interest because the purchase of those
      remaining shares occurred simultaneously with the purchase of all of the other
      shares of Gran Tierra Canada’s capital stock. First, Goldstrike Exchange Co.
      acquired substantially all of Gran Tierra Canada’s capital stock. Second,
      immediately following that acquisition, Goldstrike Exchange Co. acquired the
      remaining shares of Gran Tierra Canada outstanding after the initial share
      exchange. In theory, these two transactions occurred one after the other;
      however, the closing of the transactions was simultaneous.

    As
      a
      result of these two parts of the larger acquisition transaction whereby
      Goldstrike Exchange Co. acquired all of the capital stock of Gran Tierra Canada
      and Goldstrike Inc. changed its name to Gran Tierra Energy Inc. and assumed
      the
      management and business operations of Gran Tierra Canada, Gran Tierra Canada
      became a wholly-owned subsidiary of Gran Tierra Energy Inc.

      December
        7, 2006

      Page
        4

    Thus,
      the
      combination of Gran Tierra Canada and Goldstrike Inc. was a reverse merger
      in
      which a private company (Gran Tierra Canada) merged into a non-operating public
      shell company (Goldstrike Inc.). The owners and management of Gran Tierra Canada
      maintained effective control of the company and the shareholders of Goldstrike
      Inc. continued as passive investors.

    The
      Company has revised its Form 10-KSB on page 26 and its Form SB-2/A on pages
      1,
      65 and F-47 to clearly and consistently state that the purchase of the Gran
      Tierra Canada capital stock by Goldstrike Exchange Co. in two steps was part
      of
      a single transaction, whereby Gran Tierra Canada became a wholly-owned
      subsidiary of Goldstrike Inc.

    Prior
      to
      the reverse takeover transaction, Goldstrike Exchange Co. was created as a
      wholly owned subsidiary of Goldstrike Inc. Gran Tierra Canada was a private
      company not under the control of Goldstrike. At the time of the reverse takeover
      transaction, Goldstrike Exchange Co. issued exchangeable shares to shareholders
      of Gran Tierra Canada who elected to receive exchangeable shares, in
      consideration for the transaction. Simultaneously, Goldstrike Inc. issued common
      shares to purchase the remaining shares of Gran Tierra Canada. Immediately
      prior
      to the transaction, Gran Tierra Canada was not a subsidiary of Goldstrike or
      Goldstrike Exchange Co.

    Paragraph
      14 of SFAS 141 requires acquisition of some or all of the noncontrolling equity
      interests in a subsidiary by a parent or another subsidiary to be accounted
      for
      using the purchase method. Paragraph 14 directs the reader to paragraphs A5-A7
      for further guidance.

              -

              Paragraph
                A5 references Technical Bulletin 85-5 which addresses how a parent
                company
                accounts for a minority interest in an exchange of stock between
                two of
                its subsidiaries if one or both of the subsidiaries are partially
                owned.
                Prior to the reverse acquisition transaction which occurred on November
                10, 2005, Goldstrike Exchange Co. was a wholly owned subsidiary of
                Goldstrike Inc., and Gran Tierra Canada was a separate private company.
                In
                connection with the reverse acquisition transaction, Goldstrike Exchange
                Co. acquired all of the capital stock of Gran Tierra Canada, resulting
                in
                Gran Tierra Canada becoming a wholly-owned subsidiary of Goldstrike
                Inc.,
                and as a result Paragraph A5 does not
                apply.

              -

              The
                reverse acquisition transaction between Goldstrike Inc. and Gran
                Tierra
                Canada, whereby Goldstrike Inc. acquired all of the capital stock
                of Gran
                Tierra Canada is not a transaction described in, or contemplated
                by
                Paragraph A6 which relates to the acquisition of a minority
                interest.

              -

              Paragraph
                A7 relates to a transaction whereby a subsidiary exchanges its common
                stock for the outstanding voting common stock of its parent. In the
                reverse acquisition transaction between Goldstrike Inc. and Gran
                Tierra
                Canada, Goldstrike Exchange Co. issued Exchangeable shares to the
                shareholders in Gran Tierra Canada that elected to receive them and
                Goldstrike Inc. issued its common stock for the remaining shareholders
                who
                elected to receive Goldstrike Inc. shares. Prior to this transaction,
                Gran
                Tierra Canada was not a subsidiary of Goldstrike Inc. There was no
                exchange of common shares between Goldstrike Exchange Co. and Goldstrike
                Inc. as part of the
                transaction.

      December
        7, 2006

      Page
        5

    The
      SEC
      Division of Corporation Finance: Frequently Requested Accounting and Financial
      Reporting Interpretations and Guidance, March 31, 2001 Section I-F references
      a
      December 1989 consensus by the Emerging Issues Committee of the Canadian
      Institute of Chartered Accountants which indicates that the post
      reverse-acquisition comparative historical financial statements furnished for
      the “legal acquirer” should be those of the “legal acquiree” (ie. the
“accounting acquirer”), with appropriate disclosure concerning the change in the
      capital structure effected at the acquisition date.

    The
      specific circumstances of EITF 90-13 do not apply to the reverse acquisition
      transaction between Goldstrike Inc. and Gran Tierra Canada because EITF 90-13
      stipulates that all parties to the transaction be substantive operating
      entities. Neither Goldstrike Inc. nor Goldstrike Exchange Co. were substantive
      operating entities and therefore EITF 90-13 is not applicable

CORRESP
1
filename1.htm

      Unassociated Document

            Jason H. Scott

               jscott@mcguirewoods.com

            Direct: 704.373.8862

               Direct
                Fax:
                704.353.6181

    November
      1, 2006

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    Washington,
      D.C. 20549-7010

              Re:

              Gran
                Tierra Energy Inc. (the “Company”)
                Amendment
                  No. 2 to Registration Statement on Form SB-2

                Filed
                  August 8, 2006

                File
                  No. 333-132352

                Amendment
                  No. 1 to Annual Report on Form 10-KSB/A for the fiscal year ended
                  December
                  31, 2005

                Filed
                  July 18, 2006

                File
                  No. 333-111656

    Dear
      Mr.
      Schwall:

    This
      is
      in response to your comment letters to Dana Coffield dated August 8, 2006 and
      August 31, 2006 with respect to the above-referenced filings. Our responses
      to
      your comments from the letter dated August 8, 2006 appear first as numbers
      1 to
      6, on pages 2 to 8. Our responses to your comments from the letter dated August
      31, 2006 are set forth as numbers 1 to 26, on pages 9 to 22. The Company intends
      to file Amendment No. 3 to Registration Statement No. 333-132352 and Amendment
      No. 3 to Form 10-KSB upon completion of its audit for the nine month period
      ended September 30, 2006 and completion of the Staff’s review of the proposed
      amendments set forth below.

    We
      have
      set forth below the comments in your letters of August 8, 2006 and August 31,
      2006 in italics with the Company’s responses to each.

    Responses
      to August 8, 2006 Comments

    Form
      SB-2/A1 Filed April 21, 2006

    General

              1.

              We
                note from your response to prior comment 9 in our letter dated May
                10,
                2006 that you will defer filing an amendment to your registration
                statement until you resolve uncertainties surrounding your previously
                announced plans to acquire various entities. Although you state that
                you
                will file any required financial statements for acquired businesses,
                please understand the requirement for purposes of the registration
                statement also extends to businesses to be acquired, prior to acquisition,
                when probable. In all instances that you have filed Form 8-Ks announcing
                agreements to acquire businesses that you believe are not sufficiently
                certain to be considered probable of occurring, you should promptly
                amend
                those filings to clarify your views as they presently
                stand.

            November
              1, 2006

            Page
              2

    RESPONSE:
      The
      Company deferred filing an amendment to its registration statement until August
      8, 2006. In connection with the filing of the Company’s amended registration
      statement, the Company provided the financial statements of Argosy Energy
      International along with the related pro forma financial information required
      by
      Item 310 (c) and (d) of Regulation S-B. In addition, the Company filed a current
      report on Form 8-K on June 21, 2006, to disclose the completion of the
      acquisition of Argosy Energy and filed an amendment to that current report
      on
      August 21, 2006, to provide the financial statements and pro forma financial
      information required under Item 9.01 of Form 8-K. The Company intends to amend
      its current report on Form 8-K to include pro forma financial information for
      the quarter ended September 30, 2006 and to make other revisions to the
      financial statements and pro forma financial information previously provided
      under Item 9.01 of Form 8-K. The Company intends to amend its Form SB-2/A to
      include the revised financial statements and pro forma financial information
      provided in the Form 8-K/A.

    On
      August
      8, 2006, the Company filed an amendment to its current report on Form 8-K
      relating to the acquisition of the CGC properties and provided timely disclosure
      regarding the status of the CGC asset acquisitions. On October 24, 2006, the
      Company filed a current report on Form 8-K to disclose that court approval
      to
      dispose the CGC assets in Argentina was granted. According
      to the purchase agreement with CGC, the Company is now obligated to purchase
      interests in four properties (a 93.18% participation in the Valle Morado Block,
      a 100% interest in the Santa Victoria Block and the remaining 50% interests
      in
      the Nacatimbay and Ipaguazu Blocks (in which the Company currently holds 50%
      interests)) for a total consideration of $2.1 million. The Company is
      considering its options to acquire the interests in the remaining four
      properties, which interests remain subject to rights of first refusal among
      joint venture partners and other third party consents.

    Form
      10-KSB/A1 for the Fiscal Year Ended December 31, 2005

    Financial
      Statements, page 20

    General

              2.

              We
                note your response to prior comment 24 in our letter dated May 10,
                2006 in
                which you explain that you did not acquire substantially all the
                assets of
                Don Won Corporation. Please tell us what percent of the net assets,
                revenues and related results of operations and cash flows of Don
                Won
                Corporation you obtained when you acquired the 14 percent interest
                in the
                Palmar Largo joint venture and the 50 percent interests in the Nacatimbay
                and Ipaguazu concessions.

              We
                continue to believe complete financial statements of the predecessor
                entity are necessary to satisfy the requirements of Item 310(c) of
                Regulation S-B; therefore, if you acquired only a component of the
                business of Don Won Corporation, you should present financial statements
                of the acquired component. These carve out financial statements should
                be
                prepared in accordance with the guidance provided at SAB Topic 1:B:1
                and
                should include a complete balance sheet, income statement and statement
                of
                cash flows.

            November
              1, 2006

            Page
              3

              As
                previously indicated, the accommodation for presenting Statements
                of Gross
                Revenues and Direct Lease Operating expenses in lieu of presenting
                complete financial statements is not generally extended to situations
                calling for the financial statements of a predecessor
                entity.

    RESPONSE:
      Pursuant
      to a conversation with the Staff, the Company intends to include audited
      financial statements for the nine-month period ended September 30, 2006 in
      its
      amended Form SB-2. The Company also intends to file the audited financial
      statements for the nine-month period ended September 30, 2006 along with its
      unaudited interim statements for the period ended September 30, 2006 with its
      quarterly report for the period ended September 30, 2006 or in a current report
      on Form 8-K filed thereafter.

    The
      audited financial statements for the period ended December 31, 2005 will also
      still be included in the amended SB-2. When the Company files its amended SB-2
      including the audited financial statements for the nine month period ended
      September 30, 2006, one complete year of financial statements for the Company
      will have been audited.

    In
      addition, the Schedule of Revenues, Royalties and Operating Costs corresponding
      to the 14% interests in the Palmar Largo joint venture for the eight month
      period ended August 31, 2005 and the years ended December 31, 2004 and December
      31, 2003 have been audited and the Company intends to file the report of their
      independent registered public accountants, which report will reflect the fact
      that such Schedules of Revenues, Royalties and Operating Costs has been
      audited.

    Note
      1—Description of Business and Going Concern, page 26

              3.

              We
                note your response to prior comment 28 in our letter dated May 10,
                2006 in
                which you explain that you had a statutory right to acquire the remaining
                shares of Gran Tierra Canada on the same terns and conditions as
                the
                initial share exchange. However, you did not tell us why you did
                not
                account for the purchase of the remaining shares of Gran Tierra Canada
                as
                an acquisition of a minority interest. Please explain to us why you
                did
                not account for the acquisition of this non-controlling interest
                under the
                purchase method in accordance with paragraph 14 of SFAS
                141.

    RESPONSE:
      The
      Company did not account for the purchase of the remaining shares of Gran Tierra
      Canada as an acquisition of a minority interest because the purchase of those
      remaining shares occurred simultaneously with the purchase of all of the other
      shares of Gran Tierra Canada’s capital stock. First, Goldstrike Exchange Co.
      acquired substantially all of Gran Tierra Canada’s capital stock. Second,
      immediately following that acquisition, Goldstrike Exchange Co. acquired the
      remaining shares of Gran Tierra Canada outstanding after the initial share
      exchange. In theory, these two transactions occurred one after the other;
      however, the closing of the transactions was simultaneous.

    As
      a
      result of these two parts of the larger acquisition transaction whereby
      Goldstrike Exchange Co. acquired all of the capital stock of Gran Tierra Canada
      and Goldstrike Inc. changed its name to Gran Tierra Energy Inc. and assumed
      the
      management and business operations of Gran Tierra Canada, Gran Tierra Canada
      became a wholly-owned subsidiary of Gran Tierra Energy Inc.

            November
              1, 2006

            Page
              4

    Thus,
      the
      combination of Gran Tierra Canada and Goldstrike Inc. was a reverse merger
      in
      which a private company (Gran Tierra Canada) merged into a non-operating public
      shell company (Goldstrike Inc.). The owners and management of Gran Tierra Canada
      maintained effective control of the company and the shareholders of Goldstrike
      Inc. continued as passive investors.

    The
      Company intends to revise its Form 10-KSB and its Form SB-2/A to clearly and
      consistently state that the purchase of the Gran Tierra Canada capital stock
      by
      Goldstrike Exchange Co. in two steps was part of a single transaction, whereby
      Gran Tierra Canada became a wholly-owned subsidiary of Goldstrike
      Inc.

    Prior
      to
      the reverse takeover transaction, Goldstrike Exchange Co. was created as a
      wholly owned subsidiary of Goldstrike Inc. Gran Tierra Canada was a private
      company not under the control of Goldstrike. At the time of the reverse takeover
      transaction, Goldstrike Exchange Co. issued exchangeable shares to shareholders
      of Gran Tierra Canada who elected to receive exchangeable shares, in
      consideration for the transaction. Simultaneously, Goldstrike Inc. issued common
      shares to purchase the remaining shares of Gran Tierra Canada. Immediately
      prior
      to the transaction, Gran Tierra Canada was not a subsidiary of Goldstrike or
      Goldstrike Exchange Co.

    Paragraph
      14 of SFAS 141 requires acquisition of some or all of the noncontrolling equity
      interests in a subsidiary by a parent or another subsidiary to be accounted
      for
      using the purchase method. Paragraph 14 directs the reader to paragraphs A5-A7
      for further guidance.

            -

              Paragraph
                A5 references Technical Bulletin 85-5 which addresses how a parent
                company
                accounts for a minority interest in an exchange of stock between
                two of
                its subsidiaries if one or both of the subsidiaries are partially
                owned.
                Prior to the reverse acquisition transaction which occurred on November
                10, 2005, Goldstrike Exchange Co. was a wholly owned subsidiary of
                Goldstrike Inc., and Gran Tierra Canada was a separate private company.
                In
                connection with the reverse acquisition transaction, Goldstrike Exchange
                Co. acquired all of the capital stock of Gran Tierra Canada, resulting
                in
                Gran Tierra Canada becoming a wholly-owned subsidiary of Goldstrike
                Inc.,
                and as a result Paragraph A5 does not
                apply.

            -

              The
                reverse acquisition transaction between Goldstrike Inc. and Gran
                Tierra
                Canada, whereby Goldstrike Inc. acquired all of the capital stock
                of Gran
                Tierra Canada is not a transaction described in, or contemplated
                by
                Paragraph A6 which relates to the acquisition of a minority
                interest.

            -

              Paragraph
                A7 relates to a transaction whereby a subsidiary exchanges its common
                stock for the outstanding voting common stock of its parent. In the
                reverse acquisition transaction between Goldstrike Inc. and Gran
                Tierra
                Canada, Goldstrike Exchange Co. issued Exchangeable shares to the
                shareholders in Gran Tierra Canada that elected to receive them and
                Goldstrike Inc. issued its common stock for the remaining shareholders
                who
                elected to receive Goldstrike Inc. shares. Prior to this transaction,
                Gran
                Tierra Canada was not a subsidiary of Goldstrike Inc. There was no
                exchange of common shares between Goldstrike Exchange Co. and Goldstrike
                Inc. as part of the transaction.

            November
              1, 2006

            Page
              5

    The
      SEC
      Division of Corporation Finance: Frequently Requested Accounting and Financial
      Reporting Interpretations and Guidance, March 31, 2001 Section I-F references
      a
      December 1989 consensus by the Emerging Issues Committee of the Canadian
      Institute of Chartered Accountants which indicates that the post
      reverse-acquisition comparative historical financial statements furnished for
      the “legal acquirer” should be those of the “legal acquiree” (ie. the
“accounting acquirer”), with appropriate disclosure concerning the change in the
      capital structure effected at the acquisition date.

    The
      specific circumstances o

CORRESP
1
filename1.htm

      Unassociated Document

    September
      15, 2006

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    Washington,
      D.C. 20549-7010

              Re:

              Gran
                Tierra Energy Inc. (the
“Company”)

    Amendment
      No. 1 to Registration Statement on Form SB-2

    Filed
      April 21, 2006

    File
      No. 333-132352

    Amendment
      No. 1 to Annual Report on Form 10-KSB/A for the fiscal year ended December
      31,
      2005

    Filed
      July 18, 2006

    File
      No. 333-111656

    Dear
      Mr.
      Schwall:

    This
      is
      in response to your comment letter of August 8, 2006 to Dana Coffield with
      respect to the above-referenced filings. Pursuant to a conversation with staff,
      the Company is separately responding to the comment related to the predecessor
      financial statements of Dong Won Corporation. The Company will respond to the
      remaining comments from the August 8, 2006 letter when we respond to your
      comment letter of August 31, 2006. The Company intends to file Amendment No.
      3
      to Registration Statement No. 333-132352 and Amendment No. 3 to Form 10-KSB
      when
      we respond to your remaining comments from the August 8, 2006 and August 31,
      2006 letters.

    We
      have
      set forth below the comment related to the predecessor financial statements
      of
      Dong Won Corporation in your letter of August 8, 2006 in italics with the
      Company’s response:

    Form
      10-KSB/A for the Fiscal Year Ended December 31, 2005

    Financial
      Statements, page 20

    General

              2.

              We
                note your response to prior comment 24 in our letter dated May 10,
                2006 in
                which you explain that you did not acquire substantially all the
                assets of
                Don Won Corporation. Please tell us what percent of the net assets,
                revenues and related results of operations and cash flows of Don
                Won
                Corporation you obtained when you acquired the 14 percent interest
                in the
                Palmar Largo joint venture and the 50 percent interests in the Nacatimbay
                and Ipaguazu concessions.

              We
                continue to believe complete financial statements of the predecessor
                entity are necessary to satisfy the requirements of Item 310(c) of
                Regulation S-B; therefore, if you acquired only a component of the
                business of Don Won Corporation, you should present financial statements
                of the acquired component. These carve out financial statements should
                be
                prepared in accordance with the guidance provided at SAB Topic 1:B:1
                and
                should include a complete balance sheet, income statement and statement
                of
                cash flows.

    September
      15, 2006

    Page
      2

              As
                previously indicated, the accommodation for presenting Statements
                of Gross
                Revenues and Direct Lease Operating expenses in lieu of presenting
                complete financial statements is not generally extended to situations
                calling for the financial statements of a predecessor
                entity.

    RESPONSE:
      Dong
      Won
      Corporation is a public Korea-based company involved in the provision of energy
      and natural resources. The company’s common shares trade on the Korean Stock
      Exchange and its reporting currency is the South Korea Won. According to public
      information, net assets of Dong Won Corporation at December 31, 2004 (prior
      to
      the disposition of the Argentina assets) were $114.1 million. Based on the
      acquisition cost of $7.0 million for Palmar Largo, Nacatimbay and Ipaguazu,
      we
      purchased 6% of the net assets of Dong Won Corporation. According to our audit
      of the revenues, royalties and operating expenses, gross revenue of the 14%
      interest in the Palmar Largo joint venture for the year was $4.7 million,
      representing 8% of reported revenues for Dong Won Corporation of $57.7 million.
      Revenues from Nacatimbay were minor and Ipaguazu was non-producing. Operating
      expenses and royalties for the interest in Palmar Largo for the year were $1.9
      million, approximately 3% of cost of sales for Dong Won Corporation. Dong Won
      Corporation recorded an operating deficit of $27.5 million and operating cash
      flow deficit of $9.4 million for the year due to results of operations that
      were
      not acquired by Gran Tierra.

    Dong
      Won
      operates in Argentina as a branch of the parent company. The branch reports
      its
      financial information in Argentine pesos, and is in accordance with Argentine
      GAAP to comply with statutory audit requirements. According to public
      information for 2004 (prior to Gran Tierra’s acquisition of the Argentine
      assets), the acquisition cost of $7 million for the interests at Palmar Largo,
      Nacatimbay and Ipaguazu represents 55% of the net assets of the branch. Gross
      revenue from the interest in Palmar Largo represented approximately 70% of
      revenues of the branch for the year, and operating expenses and royalties for
      Palmar Largo for the year were approximately 39% of cost of sales. Revenues
      from
      Nacatimbay were minor and Ipaguazu was non-producing. A calculation of the
      percentage of operating results and cash flows acquired is not instructive
      as
      results for the branch include significant costs of operations, in particular,
      that are not associated with the assets acquired. In other words, an assessment
      of the component parts of operating profit and operating cash flow - that is,
      revenue and expense - is appropriate.

    At
      the
      time of the acquisition, Dong Won (Argentina) had the following oil and gas
      interests:

            1.

              14%
                interest Palmar Largo - operated by Pluspetrol - acquired by Gran
                Tierra
                for $6,969,559

            2.

              50%
                interest Nacatimbay - operated by CGC - acquired by Gran Tierra for
                $50,467

            3.

              50%
                interest Ipaguazu - operated by CGC - acquired by Gran Tierra for
                $12,588

            4.

              25%
                interest El Chivil - operated by CGC - not acquired by Gran
                Tierra

            5.

              25%
                interest Surubi - operated by CGC - not acquired by Gran
                Tierra

            6.

              50%
                interest El Vinalar - operated by Dong Won - not acquired by Gran
                Tierra

      September
        15, 2006

      Page
        3

    We
      understand that Dong Won Argentina also holds interests in two properties in
      Bolivia, either directly or indirectly. We purchased Dong Won’s interests in
      three of the six properties above, and did not purchase any of the other
      interests that were operated by the branch, which would have entailed project
      management responsibilities, with associated operational activities and
      expenses.

    On
      the
      basis of the above information, we have stated that we have not acquired
“substantially all” of the assets of Dong Won Argentina.

    Topic
      2,
      Item 3(b) of the SEC Division of Corporate Finance Accounting Disclosure Rules
      & Practices Training Manual states that “Acquisition of selected parts of an
      entity may result in less than full financial statements.” Item 3(b)(3) further
      states “the staff may accept audited statements of assets acquired and
      liabilities assumed and statements of revenues and direct expenses if it is
      impractical to prepare the full financial statements required by Regulation
      S-X
      [and, presumably, Regulation S-B] and explanation of that impracticality is
      included in the filing.”

    We
      contend that it is not practical to prepare financial statements for Dong Won
      Argentina. A full audit of the financials of the branch would involve an audit
      of each of the six joint ventures, only three of which were acquired, and would
      require the cooperation and commitment of Pluspetrol (the operator of Palmar
      Largo) and CGC (the operator of Nacatimbay, Ipaguazu, Chivil and Surubi).
      Furthermore, the translation of Dong Won financials from Argentine GAAP, pesos
      and successful efforts accounting into U.S. GAAP, U.S. dollars, full-cost
      accounting would need to be performed by Dong Won, who have divested their
      interests in Argentina and have not maintained a staff in-country. Dong Won
      would also be required to grant their consent to the inclusion of the re-defined
      financials, which consent is not an obligation. The scope of the audit would
      extend into an audit of tax matters and legal diligence, in addition to an
      audit
      of fixed assets, current assets and liabilities and longer-term obligations
      that
      were not acquired by Gran Tierra and were not associated with the assets
      acquired by Gran Tierra. Ultimately, this exercise would not provide additional
      meaningful information, in our view. We believe that the statement of revenues,
      royalties and operating expenses provides investors with the complete financial
      history of the acquired business.

    We
      consider that it may not be possible to provide audited financial statements
      for
      Dong Won Argentina. An audit would otherwise be impractical, involving a
      significant time and cost, and would not provide additional material information
      relevant to our acquisition.

    Topic
      2,
      Item 3(b)(6) of the Training Manual states that “requests for substitution of
      abbreviated financial information in lieu of full financial statements should
      be
      directed to DCAO prior to filing.” We wish to request for substitution of
      abbreviated financial information on this basis.

    We
      appreciate your comment that the accommodation for presenting statements of
      revenues and operating expenses in lieu of complete financial statements is
      not
      necessarily extended to situations calling for the financial statements of
      a
      predecessor entity. However, we understand that such accommodation may be
      granted, and wish to have the staff consider the realities of our
      situation.

      September
        15, 2006

      Page
        4

    We
      also
      wish the staff to re-consider the perspective that the predecessor entity is
      not
      Dong Won but is the 14% interest in the Palmar Largo joint venture, and our
      view
      that the presentation of revenues, royalties and operating expenses and
      corresponding pro forma financial statements are an accurate representation
      of
      the financial performance of the predecessor and impact of the Palmar Largo
      acquisition.

    Having
      regard for our response, should the staff believe that complete financial
      statements of the predecessor entity are necessary, we would request an
      opportunity to discuss this issue further. If you have any questions, please
      contact me at (704) 373-8862.

Sincerely,

            /s/ Jason
              H.
              Scott

              Jason
              H. Scott

              cc:

              Donna
                Levy

              Dana
                Coffield

              James
                Hart

              Louis
                Zehil

              Jennifer
                Gallagher

              James
                Murphy

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      August 31, 2006

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

      Re:	Gran Tierra Energy Inc.
      Amendment No. 2 to Registration Statement on Form SB-2
      	Filed August 8, 2006
      	File No. 333-132352
      	Response Letter dated August 8, 2006

Dear Mr. Coffield:

      We have reviewed your filing and have the following
comments.
Our page references are to the redlined version of the amended
Form
SB-2.  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.

General
1. Please respond to the comments included in our letter dated
August
8, 2006 in conjunction with your response to the comments included
in
this letter.
2. Please update the financial information included in the
registration statement to comply with Item 3-10(g) of Regulation
S-B.
Please also correspondingly update your disclosure in the
Management`s Discussion and Analysis section, specifically in the
plan of operations and liquidity sections.
3. We note that you refer to the three private placements, two of
which had multiple closings, discussed on page 2 of the Summary
section by different terminology throughout the SB-2.  Please
revise
your disclosure to used defined terms, and use them consistently
throughout the document.  We note especially that in several
footnotes to the Selling Stockholders table on pages 21-26 the
private placements are referred to as the "first offering,"
"second
offering," and "third offering," but it is unclear as to which
offering you are referring due to the multiple closings.
 Summary

Our Company, page 1
4. Please add a brief description of the company`s business.

Recent Developments, page 2
5. We note your responses to prior comments 3 and 5.  In the
fourth
paragraph under this section, it appears that the first three
sentences are repeated in the sentences that follow.  Please
advise
or revise.
6. We note that you make reference to a "Closing Date" in the
sixth
paragraph of this section, but it does not appear that this term
is
defined.  Please advise or revise.
7. We note your response to our prior comment 4 and acknowledge
receipt of a Confidential Private Placement Memorandum dated
August
31, 2005, a Canadian Offering Memorandum dated August 31, 2005 and
a
Confidential Private Placement Memorandum dated October 12, 2005.
It
does not appear that we received the offering memorandum relating
to
the third private placement.  Please advise.
8. We acknowledge receipt of copies of the Subscription Agreements
and Registration Rights Agreements for each of the two private
placements closed in the Fall of 2005 and the private placement
closed in February 2006.  Please file these agreements as exhibits
to
the Form SB-2.

Recent Financing Activities, page 2
9. We note the disclosure in your Form 10-QSB for the quarter
ended
June 30, 2006 that a portion of the proceeds from the recent
private
placement is still held in escrow.  Please update your disclosure
to
indicate that a portion is held in escrow and state the conditions
that must be satisfied for all of the proceeds to be released.

The Offering, page 3
10. You state that 15,547,606 shares are being offered by the
selling
shareholders.  Please revise this figure to include the stock you
are
registering that is issuable upon exercise of the warrants.  We
note
that you state on the cover page of the prospectus that you are
registering for resale 22,821,417 shares of common stock.

Selling Stockholders, page 17
11. Please update the information on this table to a more recent
practicable date.
12. We note that you have identified several selling shareholders
as
affiliates of broker-dealers.  Please identify any such selling
shareholder as an underwriter, unless you can state that it
purchased
the securities in the ordinary course of business and at the time
of
purchase, had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
13. Disclose whether any selling shareholder is a broker-dealer.
If
any selling shareholder is a broker-dealer, please identify it as
an
underwriter unless you can state that it obtained the securities
being registered for resale as compensation for investment banking
services.

Description of Securities

General
14. Please revise your disclosure, as appropriate, to reflect the
recent amendments to your bylaws as disclosed in the 8-K filed
June
21, 2006 in this section and in Item 24, Part II.  Finally, please
file the amendment to your bylaws as an exhibit to the
registration
statement.

Exchangeable Shares, page 62
15. We note your response to our prior comment 15, and reissue it
in
part.  Please state that 1203647 Alberta Inc. is a subsidiary of
Gran
Tierra Energy, and describe how 1203647 Alberta Inc. will acquire
the
shares necessary to satisfy its obligations.

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 65
16. We note your response to our prior comment 17 and your
reference
to the letter submitted by Moen and Company.  Please specifically
file this letter as an exhibit to the SB-2.
Exhibits

Exhibit 5.1, page II-3
17. Please obtain and submit a revised legal opinion that does not
limit who may rely on it.

Financial Statements

Pro Forma Financial Statements for the three months ended March
31,
2006 and the year ended December 31, 2005, page F-36
18. We understand that you will be addressing the composition of
the
financial statements of your predecessor entity when responding to
prior comment 2 in our letter dated August 8, 2006.  It will be
necessary for you to revise the pro forma presentation in
accordance
with the resolution of that matter.
19. Refer to your pro forma statement of operations for the three
months ended March 31, 2006.  We note on the "Provision for income
taxes" line item that you refer to Note 3b.  It appears that you
may
have meant to refer to Note 2b.  If so, please revise the note
reference accordingly.

Note 1 - Pro Forma Adjustments to the Consolidated Balance Sheet,
page F-41

Note 3 - Purchase Price Allocation, page F-41
20. We note that $40,402,000 of the purchase price has been
allocated
to Argosy`s oil and gas properties.  However, we note that you
have
adjusted the "Capital Assets" line item on the pro forma balance
sheet to increase it by $39,776,000.  Please disclose the
underlying
reason for this difference in the pro forma notes.

Note 4 - Basic and Diluted Earnings Per Share, page F-42
21. We note you have disclosed the number of shares used to
compute
the pro forma per share data.  Please confirm the number of shares
used in the pro forma per share data calculation considers the
effect
of the shares issued to finance the acquisition as if the
acquisition
had taken place as of January 1, 2005.

Argosy Energy International, LP Unaudited Interim Financial
Statements, page F-43
22. Please present a statement of income and statement of cash
flows
for the comparative interim period of the prior year, as required
by
Items 310(b) and (c) of Regulation S-B.

Argosy Energy International, LP Audited Financial Statements

Note 2 - Summary of Significant Accounting Policies and Practices,
page F-71

(f) Asset Retirement Obligation, page F-72
23. We note that Argosy has accrued for costs related to
environmental remediation and abandonment of wells belonging to
the
Aporte Putumayo Contract.  Please explain to us why you did not
increase your asset retirement obligation for this assumed
obligation
as of the date the business combination transaction was
consummated.

Note 7 - Pension Plan, page F-76
24. Please present a reconciliation of the beginning and ending
balances of the benefit obligation related to Argosy`s benefit
plan
as required by paragraph 5a of SFAS 132R.

Note 12 - Disagreements Between Argosy Energy International and
Ecopetrol, page F-81
25. We note your disclosure in which you explain you and your
customer have interpreted certain key terms of a contract
differently, and you are currently seeking resolution through
legal
proceedings.  In addition, we note you have presented an estimated
value of the possible loss that you may incur if the legal
proceedings do not result in your favor.  Please disclose whether
you
have accrued any amount of this possible loss in your financial
statements.

Supplemental Oil and Gas Information (Unaudited), page F-83
26. We note that Argosy has capitalized unproved oil and property
costs that are not yet subject to amortization. Please comply with
the disclosure requirements of Rule 4-10(c)(7)(ii) of Regulation
S-X,
which requires a description of the current status of the
significant
unproved properties, including the anticipated timing of the
inclusion of the associated costs in the amortization computation;
and a table showing by categories the costs making up the unproved
oil and gas properties account balance.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with marked
copies of the amendments to expedite our review.  Please furnish a
cover letter with your amendments 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 amendments and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities Act
of
1933 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.

		Notwithstanding our comments, in the event the company
requests acceleration of the effective date of the pending
registration statement, it should furnish a letter, at the time of
such request, 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 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 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.

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

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation 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
securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment

for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.

      You may contact Jenifer Gallagher at (202) 551-3706 or, in
her
absence, Karl Hiller, Branch Chief, at (202) 551-3686 if you have
questions regarding comments on the
financial statements and related matters.  Please contact Donna
Levy
at (202) 551-3292 or me at (202) 551-3745 with any other
questions.

      Sincerely,

      H. Roger Schwall
      Assistant Director

cc:	Jason Scott, Esq.
      Jenifer Gallagher (SEC)
      Donna Levy (SEC)

Mr.  Dana Coffield
Gran Tierra Energy Inc.
Page 7

</TEXT>
</DOCUMENT>

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

        August 8, 2006

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

Re: Gran Tierra Energy Inc.
Amendment No. 1 to Registration Statement on Form SB-2
 Filed April 21, 2006
 File No. 333-132352

 Form 10-KSB/A for the fiscal year ended December 31, 2005
 Filed July 18, 2006
 File No. 333-111656

Dear Mr. Coffield:

We have reviewed your amended Form 10-KSB, filed in response to our
comment letter dated May 10, 2006 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.  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. Dana Coffield
Gran Tierra Energy, Inc.
August 8, 2006 Page 2

 Form SB-2/A1 Filed April 21, 2006

General

1. We note from your response to prior comment 9 in our letter dated May 10, 2006 that you will defer filing an amendment to your registration statement until you resolve uncertainties surrounding your previously announced plans to acquire various entities.  Although you state that you will file any required financial statements for acquired businesses, please understand the requirement for purposes of the registration statement also extends to businesses to be acquired, prior to acquisition, when probable.  In all instances that you have filed Form 8-Ks announcing agreements to acquire businesses that you believe are not sufficiently certain to be considered probable of occurring, you should promptly amend those filings to clarify your views as they presently stand.

Form 10-KSB/A1 for the Fiscal Year Ended December 31, 2005

Financial Statements, page 20

General

2. We note your response to prior comment 24 in our letter dated May 10, 2006 in which you explain that you did not acquire substantially all the assets of Don Won Corporation.  Please tell us what percent of the net assets, revenues and related results of operations and cash flows of Don Won Corporation you obtained when you acquired the 14 percent interest in the Palmar Largo joint venture and the 50 percent interests in the Nacatimbay and Ipaguazu concessions.

We continue to believe complete financial statements of the predecessor entity are necessary to satisfy the requirements of Item 310(c) of Regulation S-B; therefore, if you acquired only a component of the business of Don Won Corporation, you should present financial statements of the acquired component.  These carve out financial statements should be prepared in accordance with the guidance provided at SAB Topic 1:B:1 and should include a complete balance sheet, income statement and statement of cash flows.

As previously indicated, the accommodation for presenting Statements of Gross Revenues and Direct Lease Operating expenses in lieu of presenting complete financial statements is not generally extended to situations calling for the financial statements of a predecessor entity.

Mr. Dana Coffield
Gran Tierra Energy, Inc.
August 8, 2006 Page 3

Note 1 – Description of Business and Going Concern, page 26

3. We note your response to prior comment 28 in our letter dated May 10, 2006 in which you explain that you had a statutory right to acquire the remaining shares of Gran Tierra Canada on the same terms and conditions as the initial share exchange.  However, you did not tell us why you did not account for the purchase of the remaining shares of Gran Tierra Canada as an acquisition of a minority interest.  Please explain to us why you did not account for the acquisition of this non-controlling interest under the purchase method in accordance with paragraph 14 of SFAS 141.

Note 3 – Capital Assets, page 33

4. We have read your response to prior comment 31 in our letter dated May 10, 2006 in which you explain that the materials and supplies included in capital assets will be used in drilling capital projects.  However, in your response to prior comment 61 in our letter dated April 7, 2006 you state that the materials and supplies will be used for oil and gas production.

We do not object to your current presentation to the extent these materials, when put to use, will be classified as a long-term asset.  However, if your intent is to use these materials in the production of oil and gas, and you will charge the cost of the materials to expense as incurred, these costs should be classified as either inventory or prepaid costs on your balance sheet.

Please disclose how you intend to use the costs you have classified as materials and supplies in your oil and gas operations; and modify your presentation if necessary to comply with the guidance above.

Note 4 – Share Capital, page 34

Share capital, page 34

5. We understand from your response to prior comments 28 and 32 in our letter dated May 10, 2006, that the holders of the exchangeable shares have the same rights and preference as holders of the common shares.  Please disclose this information, if true.

Warrants, page 34

6. We note that you recently completed a private placement of 50,000,000 units, each consisting of one share of common stock and one warrant to purchase one-half share of common stock.  We also note that these units are subject to

Mr. Dana Coffield
Gran Tierra Energy, Inc.
August 8, 2006 Page 4

registration rights agreements which require you to register the shares of common stock and shares of common stock underlying the warrants.

It is our understanding that you will be liable for significant penalties in the event the registration statement is not effective by a certain date, or if you fail to maintain the effectiveness of the registration statement for a specified period of time.  In addition, we note the holders of the units may exercise all or any part of the warrants in a cashless exercise.  Terms such as these typically result in the warrants being treated as a derivative liability under the guidance of EITF 00-19 and SFAS 133.

Please explain to us how you intend to report and account for the warrants, with reference to the specific passages within this guidance that you believe would be applicable in your situation.  Please ensure that you address how the cashless exercise feature and the significant penalties will impact your accounting treatment.

 Closing Comments

As appropriate, please amend your registration statement and Form 10-KSB in
response to these comments. You may wish to provide us with marked copies of the amendments to expedite our review.  Please furnish a cover letter with your amendments 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 amendments and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes all information required under the Securities Act of 1933 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.

 Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 with respect to the filing;

Mr. Dana Coffield
Gran Tierra Energy, Inc.
August 8, 2006 Page 5

• 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 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.

 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 connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as confirmation 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 securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact Jenifer Gallagher at (202) 551-3706 or, in her absence, Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  You may contact Jim Murphy at (202) 551-3703 if you have any questions regarding the engineering comments.  Please contact
Donna Levy at (202) 551-3292 or me at (202) 551-3740 with any other questions.

Sincerely,

H. Roger Schwall
Assistant Director

cc:  Mr. Jason H. Scott, Esq.

CORRESP
1
filename1.htm

      Unassociated Document

              Jason
                H. Scott

              jscott@mcguirewoods.com

              Direct:
                704.373.8862

              Direct
                Fax: 704.353.6181

    August
      8,
      2006

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    Washington,
      D.C. 20549-7010

              Re:

              Gran
                Tierra Energy Inc. (the
                “Company”)

    Registration
      Statement on Form SB-2

    Filed
      March 10, 2006

    File
      No. 333-132352

    Form
      10-KSB for the fiscal year ended December 31, 2005

    Filed
      March 10, 2006

    File
      No. 333-111656

    Dear
      Mr.
      Schwall:

    This
      is
      in response to your comment letter of May 10, 2006 to Dana Coffield with respect
      to the above-referenced filings. The Company is simultaneously filing Amendment
      No. 2 to Registration Statement No. 333-132352. The Company previously filed
      Amendment No. 2 to the Annual Report on Form 10-KSB for the period ended
      December 31, 2005 on July 18, 2006.

    We
      have
      set forth below the comments in your letter of May 10, 2006 in italics with
      the
      Company’s responses to each.

    General

            1.

              You
                will expedite the review process if you address each portion of every
                numbered comment that appears in this letter. Provide complete responses
                and, where disclosure has changed, indicate precisely where in the
                marked
                version of the amendment you file we will find your responsive changes.
                Similarly, to minimize the likelihood that we will reissue comments,
                please make corresponding changes where applicable throughout your
                document. For example, we might comment on one section or example,
                but our
                silence on similar or related disclosure elsewhere does not relieve
                you of
                the need to make appropriate revisions elsewhere in the same document
                or
                other document as
                appropriate.

    RESPONSE:
      We have
      addressed your comments in the letter below and in the filed amendment to the
      Company’s registration statement on Form SB-2/A, as well as the filed amendment
      to the Company’s annual report on Form 10-KSB/A filed July 18, 2006. We have
      indicated in this letter where our responsive changes appear in the Form SB-2/A.

    Registration Statement on Form
      SB-2

        August
          8,
          2006

        Page
          3

    Recent
      Developments, page 2

            2.

              Expand
                this section to clearly discuss the reverse takeover cited in prior
                comment 3. We note your discussion on page
                39.

    RESPONSE:
      We
      have
      modified the “Recent Developments” section on page 2 of the Form SB-2/A in
      response to this comment 2.

            3.

              We
                note your response to our prior comment 5. We note your updated disclosure
                in regard to the loan. Please explain what you mean when you say
                the loan
                “will be extinguished.”

    RESPONSE:
      The
      original loan agreement between Goldstrike and Gran Tierra Canada specified
      that
      the original bridge loan amount would be deemed forgiven on the date of the
      merger.  However, since Goldstrike and Gran Tierra Canada became part
      of the same corporate entity on the merger date, the companies have decided
      to retain the intercompany debt between the two legal entities.  The
      Company has no immediate plans for repayment and does not intend to forgive
      this loan. We have modified page 2 of the Form SB-2/A to reflect that the loan
      will remain outstanding.

            4.

              We
                note your response to our prior comment 6. You indicated in your
                response
                that you provided copies of the private placement memorandum and
                Canadian
                offering memorandum. However, these documents were not included in
                the
                package you sent us. Please provide these
                documents.

    RESPONSE:
      The
      relevant documents were sent to Donna Levy on July 18, 2006.

            5.

              Please
                separate your discussion of the first and second private placements
                to
                more clearly state the total proceeds received from each placement
                (we
                note that you discuss the first placement and the first closing on
                the
                second placement together), the amount of cash commissions paid from
                the
                proceeds, identifying the persons who received the commissions, the
                net
                proceeds to you, and the use of proceeds. Please also provide the
                same
                information for the third
                offering.

    RESPONSE:
      We
      have
      modified page 2 of the Form SB-2/A in response to this comment 5.

            6.

              You
                provide two different dates for the date of the first closing on
                the
                second private placement, September 27 and October 27. Please revise
                or
                advise.

      RESPONSE:
        October
        27 is the date of the first closing on the second private placement. We have
        modified page 2 of the Form SB-2/A to disclose that the closing occurred
        on
        October 27.

      Selling
        Stockholders, page 17

        August
          8,
          2006

        Page
          4

              7.

              We
                note your response to our prior comment 11. However, there are still
                several entities for which the identity of the natural persons with
                power
                to vote or to dispose of the securities offered for resale has not
                been
                provided. Please provide this
                information.

    RESPONSE:
      We
      have
      modified the footnotes in the “Selling Stockholders” section on pages 21-26 of
      the Form SB-2/A to identify the natural persons with the power to vote or
      dispose of the securities.

    Management’s
      Discussion and Analysis

            8.

              We
                note that you have included a discussion about your ability to continue
                as
                a going concern in response to prior comment 13 in our letter dated
                April
                7, 2006. As previously explained, you should also disclose that there
                is
                substantial doubt about your ability to continue as a going concern,
                and
                include details of your plans to overcome your financial difficulties,
                to
                comply with the guidance in FRC Section 607.02; comparable disclosure
                is
                generally required in your financial statements under this guidance.
                In
                addition, indicate what you believe the outcome will be in the event
                your
                plans are unsuccessful in addressing the going concern
                uncertainty.

    RESPONSE:
      We
      have
      modified the “Management’s Discussion and Analysis” section on page 29 of the
      Form SB-2/A in response to this comment 8, and we previously modified the
“Management’s Discussion and Analysis” section on page 14 of the Form 10-KSB/A
      filed July 18, 2006.

    Plan
      of Operations, page 28

            9.

              Within
                your response to prior comment 16 in our letter dated April 7, 2006,
                you
                state the consummations of the acquisitions you announced in the
                Form 8-Ks
                are not considered probable. Given that you had deemed information
                about
                these agreements to be material to security holders in filing the
                Form
                8-K’s, coupled with the level of detail of the terms of the agreements
                you
                have provided in the press releases, it is unclear to us how you
                reached
                the conclusion that these acquisitions are not
                probable.

    The
      determination of a transaction’s probability of occurrence is based on facts and
      circumstances; however, FRC 506.02.c.ii, states that the consummation of a
      transaction is considered probable whenever the registrant’s financial
      statements alone would not provide investors adequate financial information
      with
      which to make an investment decision. Based on the information you have
      disclosed, these potential acquisitions would appear to be material to your
      current and future financial position, results of operations and cash flows,
      and
      would therefore trigger a reporting obligation under this
      guidance.

    Please
      provide further detail to support the conclusions you have reached
      regarding the probability of these acquisitions as well as the potential
      acquisition of Argosy Energy International, announced in the Form 8-K that
      you
      filed on April 7, 2006. It should be clear how you have evaluated each aspect
      of
      each transaction, including the likelihood of satisfying each of the
      contingencies mentioned.

        August
          8,
          2006

        Page
          5

    Please
      provide further detail to support the conclusions you have reached regarding
      the
      probability of these acquisitions as well as the potential acquisition of Argosy
      Energy International, announced in the Form 8-K that you filed on April 7,
      2006.
      It should be clear how you have evaluated each aspect of each transaction,
      including the likelihood of satisfying each of the contingencies
      mentioned.

    If
      you continue to regard these transactions as being not probable, you should
      submit the draft disclosure revisions that you would file in amendments to
      each
      of the Form 8-K’s to advise readers of your skepticism and uncertainty
      surrounding the prospect of completing these acquisitions, including details
      sufficient to understand the basis for your earlier disclosures, and the reasons
      that you believe financial information about the targets is no longer relevant.
      Under these circumstances, disclosure in your registration statement would
      also
      be essential to correct any misperceptions over the likelihood of
      occurrence.

    To
      the extent these business combinations are considered probable, you will be
      required to include financial statements of these businesses along with related
      pro forma financial information to comply with item 310(c) and (d) of Regulation
      SB. Please note we presume these acquisitions would be considered significant
      at
      the greater than 50% level; therefore, the acquiree financial statements would
      need to be included within the registration statement.

    In
      addition, please discuss the terms of each of these agreements (including the
      amount of any break-up fees), how you intend to fund the acquisitions, your
      increase in your capital expenditures, and how you anticipate these interests
      will impact your future results of operations and cash flows. If required by
      Item 601(10)(C) of Regulation S-B, please also file the acquisition agreements
      as exhibits.

    RESPONSE:
      The
      Company acquired Argosy Energy International on June 20, 2006. We have provided
      financial statements of Argosy Energy International along with related pro
      forma
      financial information to comply with Item 310(c) and (d) of Regulation S-B.

    On
      page
      32 of the SB-2/A we have made additional disclosure regarding the acquisition
      of
      the CGC properties. There are eight separate CGC properties that are subject
      to
      the Company’s offer. The Company considers four of the properties to be minor
      properties and four of the properties to be more significant. The total cash
      consideration for the four minor properties is $2.1 million. In order to
      complete the purchase of the four minor properties, the Company would have
      to
      renew its offer and receive court approval for the sale. We believe that there
      is a much greater chance that the Company will be able to acquire these four
      minor properties than any of the other four CGC properties. However, significant
      challenges remain in order to complete the acquisition of these four minor
      properties. If the Company were to complete the acquisition of these four minor
      properties, financial statements of the four minor properties and pro forma
      financial information would not be required due to the size of the
      acquisitions.

      The
        consideration for the four more significant properties is $35.7 million.
        Of the
        four more significant properties, only one property is individually material
        to
        the Company. There are challenges that dramatically reduce the possibility
        that
        the Company will acquire any of these four properties. In light of the
        challenges presented by these four acquisitions and as a result of the Company’s
        acquisition of Argosy, the Company does not expect to complete the acquisition
        of all four of these properties.

        August
          8,
          2006

        Page
          6

    In
      addition to the fact that the offer has expired, these four acquisitions are
      subject to court approval in Argentina. Also, the interests in these four
      properties are interests in joint ventures. The partners in those joint ventures
      have a right of first refusal. If the Company is able to acquire any of these
      properties, it is likely that some of the joint venture partners in these
      properties will exercise their right of first refusal and that the Company
      will
      not acquire the CGC interests in those properties. Finally, the
      acquisition of the interest in the property that would be material to the
      Company requires the consent of third-parties, and the Company believes that
      it
      is highly unlikely that it will obtain all of the third-party consents necessary
      to acquire the interests in this material property. The Company does not believe
      that the combined interest in any of the eight properties that may be able
      to be
      acquired will be material to the Company, and the acquisition, if any, of CGC
      properties will not require financial statements or related pro forma financial
      information in order to comply with Item 310(c) and (d) of Regulation S-B.

    A
      third
      acquisition in Argentina (an interest in the Vinalar Block) is not material
      to
      the Company and does not require financial disclosure. A subsequent acquisition
      of exploration acreage in Peru is also not material to the Company.

    The
      Company has filed an amended Form 8-K/A to describe the current status of the
      CGC acquisitions, as elaborated in the SB-2/A. We have disclosed details
      regarding the CGC offer

CORRESP
1
filename1.htm

              Jason
                H. Scott

              jscott@mcguirewoods.com

              Direct:
                704.373.8862

              Direct
                Fax: 704.353.6181

    July
      18,
      2006

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    Washington,
      D.C. 20549-7010

              Re:

              Gran
                Tierra Energy Inc. (the
                “Company”)

    Registration
      Statement on Form SB-2

    Filed
      March 10, 2006

    File
      No. 333-132352

    Form
      10-KSB for the fiscal year ended December 31, 2005

    Filed
      March 10, 2006

    File
      No. 333-111656

    Dear
      Mr.
      Schwall:

    This
      is
      in response to your comment letter of May 10, 2006 to Dana Coffield with respect
      to the above-referenced filings. The Company is simultaneously filing Amendment
      No. 2 to the Annual Report on Form 10-KSB for the period ended December 31,
      2005, and pursuant to a conversation with the staff, will not file Amendment
      No.
      2 to Registration Statement No. 333-132352 until deemed appropriate in light
      of
      any pending acquisitions.

    We
      have
      set forth below the comments in your letter of May 10, 2006 in italics with
      the
      Company’s responses to each.

    General

              1.

              You
                will expedite the review process if you address each portion of every
                numbered comment that appears in this letter. Provide complete responses
                and, where disclosure has changed, indicate precisely where in the
                marked
                version of the amendment you file we will find your responsive changes.
                Similarly, to minimize the likelihood that we will reissue comments,
                please make corresponding changes where applicable throughout your
                document. For example, we might comment on one section or example,
                but our
                silence on similar or related disclosure elsewhere does not relieve
                you of
                the need to make appropriate revisions elsewhere in the same document
                or
                other document as appropriate.

    July
      18,
      2006

    Page
      2

    RESPONSE:
      We have
      addressed your comments in the letter below and in the filed amendment to the
      Company’s annual report on Form 10-KSB/A. We will also address your comments to
      the registration statement when the Company files its amended registration
      statement on Form SB-2/A. We have indicated in this letter where our responsive
      changes appear in the Form 10-KSB/A.

    Registration
      Statement on Form SB-2

    Recent
      Developments, page 2

              2.

              Expand
                this section to clearly discuss the reverse takeover cited in prior
                comment 3. We note your discussion on page
                39.

    RESPONSE:
      We
      will
      modify the “Recent Developments” section in response to this comment 2 when the
      Company files its amended registration statement.

              3.

              We
                note your response to our prior comment 5. We note your updated disclosure
                in regard to the loan. Please explain what you mean when you say
                the loan
                “will be extinguished.”

    RESPONSE:
      The
      loan
      will remain outstanding as inter-company debt. We will modify the Form SB-2/A
      in
      response to this comment 3 when the Company files its amended registration
      statement.

              4.

              We
                note your response to our prior comment 6. You indicated in your
                response
                that you provided copies of the private placement memorandum and
                Canadian
                offering memorandum. However, these documents were not included in
                the
                package you sent us. Please provide these
                documents.

    RESPONSE:
      Enclosed
      herewith please find copies of the private placement memorandum and Canadian
      offering memorandum.

              5.

              Please
                separate your discussion of the first and second private placements
                to
                more clearly state the total proceeds received from each placement
                (we
                note that you discuss the first placement and the first closing on
                the
                second placement together), the amount of cash commissions paid from
                the
                proceeds, identifying the persons who received the commissions, the
                net
                proceeds to you, and the use of proceeds. Please also provide the
                same
                information for the third
                offering.

    RESPONSE:
      We
      will
      modify the Form SB-2/A in response to this comment 5 when the Company files
      its
      amended registration statement.

              6.

              You
                provide two different dates for the date of the first closing on
                the
                second private placement, September 27 and October 27. Please revise
                or
                advise.

    July
      18,
      2006

    Page
      3

    RESPONSE:
      October
      27 is the date of the first closing on the second private placement. We will
      modify Form SB-2/A to reflect this date when the Company files its amended
      registration statement.

    Selling
      Stockholders, page 17

              7.

              We
                note your response to our prior comment 11. However, there are still
                several entities for which the identity of the natural persons with
                power
                to vote or to dispose of the securities offered for resale has not
                been
                provided. Please provide this
                information.

    RESPONSE:
      We
      will
      modify the “Selling Stockholders” section in response to this comment 7 when the
      Company files its amended registration statement.

    Management’s
      Discussion and Analysis

              8.

              We
                note that you have included a discussion about your ability to continue
                as
                a going concern in response to prior comment 13 in our letter dated
                April
                7, 2006. As previously explained, you should also disclose that there
                is
                substantial doubt about your ability to continue as a going concern,
                and
                include details of your plans to overcome your financial difficulties,
                to
                comply with the guidance in FRC Section 607.02; comparable disclosure
                is
                generally required in your financial statements under this guidance.
                In
                addition, indicate what you believe the outcome will be in the event
                your
                plans are unsuccessful in addressing the going concern
                uncertainty.

    RESPONSE:
      We
      will
      modify the “Management’s Discussion and Analysis” section in response to this
      comment 8 when the Company files its amended registration statement, and we
      have
      modified the “Management’s Discussion and Analysis” section on page 14 of
      the Form 10-KSB/A.

    Plan
      of Operations, page 28

              9.

              Within
                your response to prior comment 16 in our letter dated April 7, 2006,
                you
                state the consummations of the acquisitions you announced in the
                Form 8-Ks
                are not considered probable. Given that you had deemed information
                about
                these agreements to be material to security holders in filing the
                Form
                8-K’s, coupled with the level of detail of the terms of the agreements
                you
                have provided in the press releases, it is unclear to us how you
                reached
                the conclusion that these acquisitions are not
                probable.

    The
      determination of a transaction’s probability of occurrence is based on facts and
      circumstances; however, FRC 506.02.c.ii, states that the consummation of a
      transaction is considered probable whenever the registrant’s financial
      statements alone would not provide investors adequate financial information
      with
      which to make an investment decision. Based on the information you have
      disclosed, these potential acquisitions would appear to be material to your
      current and future financial position, results of operations and cash flows,
      and
      would therefore trigger a reporting obligation under this
      guidance.

    July
      18,
      2006

    Page
      4

    Please
      provide further detail to support the conclusions you have reached regarding
      the
      probability of these acquisitions as well as the potential acquisition of Argosy
      Energy International, announced in the Form 8-K that you filed on April 7,
      2006.
      It should be clear how you have evaluated each aspect of each transaction,
      including the likelihood of satisfying each of the contingencies
      mentioned.

    If
      you continue to regard these transactions as being not probable, you should
      submit the draft disclosure revisions that you would file in amendments to
      each
      of the Form 8-K’s to advise readers of your skepticism and uncertainty
      surrounding the prospect of completing these acquisitions, including details
      sufficient to understand the basis for your earlier disclosures, and the reasons
      that you believe financial information about the targets is no longer relevant.
      Under these circumstances, disclosure in your registration statement would
      also
      be essential to correct any misperceptions over the likelihood of
      occurrence.

    To
      the extent these business combinations are considered probable, you will be
      required to include financial statements of these businesses along with related
      pro forma financial information to comply with item 310(c) and (d) of Regulation
      SB. Please note we presume these acquisitions would be considered significant
      at
      the greater than 50% level; therefore, the acquiree financial statements would
      need to be included within the registration statement.

    In
      addition, please discuss the terms of each of these agreements (including the
      amount of any break-up fees), how you intend to fund the acquisitions, your
      increase in your capital expenditures, and how you anticipate these interests
      will impact your future results of operations and cash flows. If required by
      Item 601(10)(C) of Regulation S-B, please also file the acquisition agreements
      as exhibits.

    RESPONSE:
      Pursuant
      to our conversation with the Staff, the Company will not file an amended Form
      SB-2 until deemed appropriate in light of any pending acquisitions. If required,
      the Company will file financial statements of acquired businesses along with
      related pro forma financial information to comply with Item 310(c) and (d)
      of
      Regulation S-B.

              10.

              You
                state that no drilling is planned for 2006 and that your current
                cash and
                expected cash flow will fund operations through 2006. Please add
                a
                discussion of how your 2006 business plan will change if you close
                on any
                of your three planned acquisitions. We note that in the press release
                filed as an exhibit to the Form 8-K filed April 7, 2006, you state
                that
                “[a] total of nine (gross) wells have been planned for 2006/early
                2007….”
                You also state that the corresponding capital budget is approximately
                $25
                million.

    RESPONSE:
      Pursuant
      to our conversation with the Staff, the Company will not file an amended Form
      SB-2 until deemed appropriate in light of pending acquisitions. The Company
      will
      add a discussion of any changes to the 2006 business plan, if
      applicable.

    July
      18,
      2006

    Page
      5

    Liquidity
      and Capital Resources

    Liquidity,
      page 20

              11.

              We
                note your response to our prior comment 20. You state that after
                escrow is
                terminated, you will still be subject to additional cash calls. Please
                discuss the reasons for any additional cash calls, their amount and
                their
                anticipated timing.

    RESPONSE:
      We
      will
      modify the “Liquidity” section in response to comment 11 when the Company files
      its amended registration statement, and we have modified the “Liquidity” section
      on page 16 of the Form 10-KSB/A.

    Business

    The
      Argentina Acquisitions, page 38

              12.

              We
                note your response to our prior comment 22. We re-issue this comment
                in
                light of your need to discuss the CGC acquisition in the registration
                statement. Please state whether your pending acquisition of interests
                of
                CGC include any of the properties listed in this section. If so,
                please
                discuss how the acquisition would affect your
                operations.

    RESPONSE:
      Pursuant
      to our conversation with the Staff, the Company will not file an amended Form
      SB-2 until deemed appropriate in light of any pending acquisitions. The Company
      will discuss the acquisition of CGC assets as required at that
      time.

    Directors,
      Executive Officers, Promoters and Control Persons

    Board
      Committees, page 47

              13.

              We
                note your statement that you audit committee charter will be available
                on
                your website as soon as practicable. We also note that you filed
                your
                audit committee charter as an exhibit to your Form 10-KSB filed on
                March
                10, 2006. Please advise as to when your audit committee charter will
                be
                posted to your website.

    RESPONSE:
      The
      Company’s audit committee charter has been posted to its website.

    2005
      Equity Incentive Plan

    Duration,
      Amendment and Termination, page 52

              14.

              You
                state that the plan terminates on November 10, 2005. The incentive
                plan
                filed as an exhibit states that the plan will expire on November
                10, 2015.
                Please revise or advise.

    RESPONSE:
      The plan
      terminates on November 10, 2015. We will modify the “Duration, Amendment and
      Termination” section to reflect the November 10, 2015 expiration date when the
      Company files its amended registration statement, and we have modified the
      Form
      10-KSB/A on page 61.

    July
      18,
      2006

    Page
      6

    Description
      of Securities

    Exc

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

       DIVISION OF
CORPORATION FINANCE
May 4, 2006

VIA US Mail and Facsimile to 403-265-3242
Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

Re: Gran Tierra Energy Inc.
Item 4.01 Form 8-K
 Filed April 20, 2006

 Item 4.01 Form 8-K/A
 Filed April 24, 2006
File No. 333-111656

Dear Mr. Coffield:

We have reviewed your filings and have th e 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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  After re viewing 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 requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.

1. In the third paragraph, describe the nature of  the audit reports on the company’s financial
statements for the two fiscal ye ars prior to the date of cha nge.  See Item 304(a)(1)(ii) of
Regulation S-B.  Specifically identify the two fiscal years as December 31, 2004 and
2003 to avoid confusion with the fiscal  year ended December 31, 2005 which fell
between the dates of change and reporting.

2. Please disclose, if true, that the period for which there were no disagreements or
reportable events with the former auditor c overed the two fiscal years ended December

Mr. Dana Coffield
Gran Tierra Energy, Inc.
Page 2
31, 2004 and continued through the April 12, 2006 reporting date or provide the
disclosure required by Item 304(a)(1)(iv) of Regulation S-B.

3. Provide an updated letter from the former a uditor at Exhibit 16 no ting his agreement with
the changes made pursuant to these commen ts.  See Item 304(a)(3) of Regulation S-B.

As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will respond.  Y ou may wish to provide us with marked copies
of the amendments to expedite our review.  Please furnish a c over letter with your amendments
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 amendmen ts and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing in cludes all information required under the Securities
Act of 1933 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 comme nts, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclosure in its filings;

• staff comments or changes to disclosure in re sponse 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 advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Please contact Gabrielle Malits at (202) 551-3702 with any questions.

Sincerely,

Jill Davis
Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      May 10, 2006

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

      Re:	Gran Tierra Energy Inc.
      Amendment No. 1 to Registration Statement on Form SB-2
      	Filed April 21, 2006
      	File No. 333-132352

      	Form 10-KSB/A for the fiscal year ended December 31,
2005
      	Filed April 21, 2006
      	File No. 333-111656

      	Form 8-K
      	Filed April 7, 2006
      	File No. 333-111656

Dear Mr. Coffield:

      We have reviewed your amended filings on Form SB-2 and Form
10-
KSB, filed in response to our comment letter dated April 7, 2006,
along with the filings on Form 8-K noted above 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.

General

1.	You will expedite the review process if you address each
portion
of every numbered comment that appears in this letter.  Provide
complete responses and, where disclosure has changed, indicate
precisely where in the marked version of the amendment you file we
will find your responsive changes.  Similarly, to minimize the
likelihood that we will reissue comments, please make
corresponding
changes where applicable throughout your documents.  For example,
we
might comment on one section or example, but our silence on
similar or
related disclosure elsewhere does not relieve you of the need to
make
appropriate revisions elsewhere in the same document or other
document
as appropriate.

Registration Statement on Form SB-2

Recent Developments, page 2

2.	Expand this section to clearly discuss the reverse takeover
cited
in prior comment 3.  We note your discussion on page 39.

3.	We note your response to our prior comment 5.  We note your
updated disclosure in regard to the loan. Please explain what you
mean
when you say the loan "will be extinguished."

4.	We note your response to our prior comment 6.  You indicated
in
your response that you provided copies of the private placement
memorandum and Canadian offering memorandum.  However, these
documents
were not included in the package you sent us. Please provide these
documents.

5.	Please separate your discussion of the first and second
private
placements to more clearly state the total proceeds received from
each
placement (we note that you discuss the first placement and the
first
closing on the second placement together), the amount of cash
commissions paid from the proceeds, identifying the persons who
received the commissions, the net proceeds to you, and the use of
proceeds.  Please also provide the same information for the third
offering.

6.	You provide two different dates for the date of the first
closing
on the second private placement, September 27 and October 27.
Please
revise or advise.

Selling Stockholders, page 17

7.	We note your response to our prior comment 11.  However,
there
are still several entities for which the identity of the natural
persons with power to vote or to dispose of the securities offered
for
resale has not been provided.  Please provide this information.

Management`s Discussion and Analysis

Overview, page 28

8.	We note you have included a discussion about your ability to
continue as a going concern in response to prior comment 13 in our
letter dated April 7, 2006.  As previously explained, you should
also
disclose that there is substantial doubt about your ability to
continue as a going concern, and include details of your plans to
overcome your financial difficulties, to comply with the guidance
in
FRC Section 607.02; comparable disclosure is generally required in
your financial statements under this guidance.  In addition,
indicate
what you believe the
outcome will be in the event your plans are unsuccessful in
addressing
the going concern uncertainty.

Plan of Operations, page 28
9.	Within your response to prior comment 16 in our letter dated
April 7, 2006, you state the consummations of the acquisitions you
announced in the Form 8-Ks are not considered probable.  Given
that
you had deemed information about these agreements to be material
to
security holders in filing the Form 8-K`s, coupled with the level
of
detail of the terms of the agreements you have provided in the
press
releases, it is unclear to us how you reached the conclusion that
these acquisitions are not probable.

The determination of a transaction`s probability of occurrence is
based on facts and circumstances; however, FRC 506.02.c.ii, states
that the consummation of a transaction is considered probable
whenever
the registrant`s financial statements alone would not provide
investors adequate financial information with which to make an
investment decision.  Based on the information you have disclosed,
these potential acquisitions would appear to be material to your
current and future financial position, results of operations and
cash
flows, and would therefore trigger a reporting obligation under
this
guidance.

Please provide further detail to support the conclusions you have
reached regarding the probability of these acquisitions as well as
the
potential acquisition of Argosy Energy International, announced in
the
Form 8-K that you filed on April 7, 2006.  It should be clear how
you
have evaluated each aspect of each transaction, including the
likelihood of satisfying each of the contingencies mentioned.

If you continue to regard these transactions as being not
probable,
you should submit the draft disclosure revisions that you would
file
in amendments to each of the Form 8-Ks to advise readers of your
skepticism and uncertainty surrounding the prospect of completing
these acquisitions, including details sufficient to understand the
basis for your earlier disclosures, and the reasons that you
believe
financial information about the targets is no longer relevant.
Under
these circumstances, disclosure in your registration statement
would
also be essential to correct any misperceptions over the
likelihood of
occurrence.

To the extent these business combinations are considered probable,
you
will be required to include financial statements of these
businesses
along with related pro forma financial information to comply with
Item
310(c) and (d) of Regulation SB.  Please note we presume these
acquisitions would be considered significant at the greater than
50%
level; therefore, the acquiree financial statements would need to
be
included within the registration statement.

In addition, please discuss the terms of each of these agreements
(including the amount of any break-up fees), how you intend to
fund
the acquisitions, your increase in your capital expenditures, and
how
you anticipate these interests will impact your future results of
operations and cash flows.  If required by Item 601(10)(C) of
Regulation S-B, please also file the acquisition agreements as
exhibits.

10.	You state that no drilling is planned for 2006 and that your
current cash and expected cash flow will fund operations through
2006.
Please add a discussion of how your 2006 business plan will change
if
you close on any of your three planned acquisitions.  We note that
in
the press release filed as an exhibit to the Form 8-K filed April
7,
2006, you state that "[a] total of nine (gross) wells have been
planned for 2006/early 2007...."  You also state that the
corresponding capital budget is approximately $25 million.

Liquidity and Capital Resources

Liquidity, page 29

11.	We note your response to our prior comment 20.  You state
that
after escrow is terminated, you will still be subject to
additional
cash calls.  Please discuss the reasons for any additional cash
calls,
their amount and their anticipated timing.

Business

The Argentina Acquisitions, page 38

12.	We note your response to our prior comment 22.  We re-issue
this
comment in light of your need to discuss the CGC acquisition in
the
registration statement. Please state whether your pending
acquisition
of interests of CGC include any of the properties listed in this
section.  If so, please discuss how the acquisition would affect
your
operations.

Directors, Executive Officers, Promoters and Control Persons

Board Committees, page 47

13.	We note your statement that your audit committee charter will
be
available on your website as soon as practicable.  We also note
that
you filed your audit committee charter as an exhibit to your Form
10-
KSB filed on March 10, 2006. Please advise as to when your audit
committee charter will be posted to your website.

2005 Equity Incentive Plan

Duration, Amendment and Termination, page 52

14.	You state that the plan terminates on November 10, 2005.  The
incentive plan filed as an exhibit states that the plan will
expire on
November 10, 2015. Please revise or advise.

Description of Securities

Exchangeable Shares, page 57

15.	We note your response to our prior comment 35.  Please add a
description of the exchangeable shares` preferences over the
common
stock with respect to the payment of dividends and the
distribution of
assets in the event of the liquidation, dissolution or winding-up
of
the company.  Please state that 1203647 Alberta Inc. is a
subsidiary
of Gran Tierra Energy, and describe how 1203647 Alberta Inc. will
acquire the shares necessary to satisfy its obligations.

Indemnification; Limitation on Liability, page 58

16.	We note your response to our prior comment 36.  We re-issue
this
comment in part.  Please identify any executive officers or
directors
who have signed such indemnity agreement(s).

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 60

17.	We note you have filed an Item 4.01 Form 8-K to announce your
change in accountant in response to our prior comment 37 in our
letter
dated April 7, 2006.  Please note that you must also provide the
information required by Item 304 of Regulation SB in the Form SB-
2.
Refer to Item 23 of the Form SB-2 if you require further
clarification.

Recent Sales of Unregistered Securities, page II-2

18.	We note your response to our prior comment 38.  We re-issue
this
comment in part.  Please file as an exhibit(s) the Escrow
Agreement(s)
referred to in the Subscription Agreements.

Exhibits, page II-5

19.	The term of the agreement filed as exhibit 10.17 ended on
March
31, 2006.  Please file a current copy of the agreement.

Engineering Comments

Risk Factors, page 4

Risks Related to Our Business, page 4
20.	Regarding response number 43 revise this proposed risk factor
to
include, as originally requested, the fact that in Argentina
natural
gas prices tend to be materially lower than in North America.
Describe the effects this may have on your results as compared to
operating in North America.  Remove the disclosure concerning the
full
cost rule of accounting as it does not address this particular
risk
factor.

21.	Regarding response number 44 revise your proposed risk
factors to
specifically explain the conditions in Argentina including current
Argentine policies on the export of oil and gas.  In addition,
please
disclose the fluctuations in Argentine exchange rates; whether you
receive payment for your production in pesos rather than U.S.
currency, and how all this may affect your future results.

Markets and Competitions, page 39
22.	As previously requested expand your disclosure to include the
price you receive in Argentina for your gas production.

Description of Property, page 41
23.	As required by Industry Guide 2 disclose the amount of
production
of oil in barrels and gas in Mcf and the average price received
for
both oil in dollars per barrel and gas in dollars per Mcf for each
of
the last three years or for the amount of time you owned the
properties.

Form 10-KSB/A for the Fiscal Year Ended December 31, 2005

	Amend your Form 10-KSB/A in response to the following
comments
within ten business days of the date of this letter.  Also, comply
with these comments in the Form SB-2 as applicable.

Financial Statements, page 20

General
24.	We have read your response to prior comment 54 in our letter
dated April 7, 2006, regarding your predecessor financial
statements.
Unfortunately, we are unable to waive the financial statement
requirements of Item 310(a) of Regulation S-B, and the
accommodation
for Statements of Gross Revenues and Direct Lease Operating
Expenses
that is sometimes available under IRQ 7 to SAB Topic 2:D, in
satisfying the requirements of Item 310(c) of Regulation S-B, is
not
generally extended to situations calling for the financial
statements
of a predecessor entity.

Therefore, we continue to believe it will be necessary for you to
present complete audited financial statements of your predecessor
for
the years ended December 31, 2003 and 2004.  You must also present
audited interim period predecessor financial statements for the
period
January 1, 2005 through August 31, 2005, and unaudited comparative
interim period financial statements for the eight months ended
August
31, 2004.  In the event you are not able to provide these
financial
statements, we will be unable to declare any registration
statements
effective until you have filed audited financial statements for
the
operations of the predecessor for a time span equal to the periods
for
which audited financial statements are required by Item 310(a) of
Regulation S-B.

You may correspond directly with the Division of Corporation
Finance`s
Office of Chief Accountant to the extent there is additional
pertinent
information you wish to have considered regarding this matter.
25.	In your response to prior comment 54 in our letter dated
April 7,
2006 you state that you believe your predecessor is only the 14%
interest in the Palmar Largo joint venture.  Please explain to us
why
you believe your 50% interests in the Nacatimbay and Ipaguazu
concessions are not part of the predecessor entity.  We understand
currently the Nacatimbay property has a single producing well and
the
Ipaguazu property is non-producing.  Within your response, please
describe for us exploration and drilling activities that were
occurring on these properties as of the date of the acquisition.

Report of Independent Registered Chartered Accountants, page 21
26.	We have read your response to prior comment 56 in our letter
dated April 7, 2006, setting forth your reasons for using an
auditor
based in Canada.  Based on your specific facts and circumstances,
we
will not object to the use of a Canadian audit firm, provided that
your independent accountant sends us a letter representing that it
will follow the procedures set forth in Appendix K of the AICPA`s
SEC
Practice Section Reference Manual, when performing its audit of
your
financial statements.
27.	Given that all of your operations are located in Argentina,
coupled with your statement that you place reliance on your
auditor`s
relationship with its affiliate in Argentina, it appears the
Argentinean affiliate of Deloitte & Touche participated in the
audit
of your financial statements, although the extent of it

CORRESP
1
filename1.htm

      Unassociated Document

             Jason H. Scott

               jscott@mcguirewoods.com

             Direct: 704.373.8862

               Direct
                Fax:
                704.353.6181

    April
      21,
      2006

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporation Finance

    Mail
      Stop
      7010

    Washington,
      D.C. 20549-7010

              Re:

              Gran
                Tierra Energy Inc. (the
                “Company”)

    Registration
      Statement on Form SB-2

    Filed
      March 10, 2006

    File
      No. 333-132352

    Form
      10-KSB for the fiscal year ended December 31, 2005

    Filed
      March 10, 2006

    File
      No. 333-111656

    Dear
      Mr.
      Schwall:

    This
      is
      in response to your comment letter of April 7, 2006 to Dana Coffield with
      respect to the above-referenced filings. The Company is simultaneously filing
      Amendment No. 1 to Registration Statement No. 333-132352 and Amendment No.
      1 to
      the Annual Report on Form 10-KSB for the period ended December 31, 2005.

    We
      have
      set forth below the comments in your letter of April 7, 2006 in italics with
      the
      Company’s responses to each.

    General

            1.

              You
                will expedite the review process if you address each portion of every
                numbered comment that appears in this letter. Provide complete responses
                and, where disclosure has changed, indicate precisely where in the
                marked
                version of the amendment you file we will find your responsive changes.
                Similarly, to minimize the likelihood that we will reissue comments,
                please make corresponding changes where applicable throughout your
                document. For example, we might comment on one section or example,
                but our
                silence on similar or related disclosure elsewhere does not relieve
                you of
                the need to make appropriate revisions elsewhere as
                appropriate.

    RESPONSE:
      We have
      addressed each of your comments in the letter below and in our filed amendments
      to our registration statement on Form SB-2/A and annual report on Form 10-KSB/A.
      We have indicated in this letter where our responsive changes appear in the
      marked versions of our SB-2/A and 10-KSB/A. All corresponding changes have
      been
      addressed throughout the documents.

    April
      21,
      2006

    Page
      2

    Cover
      Page of the Prospectus

              2.

              Please
                highlight the reference to the risk factors discussion later in the
                prospectus by prominent type or in another
                manner.

    RESPONSE:
      The
      type
      size has been increased and has been put in bold text on the cover page of
      the
      prospectus.

    Summary

    Our
      Company, page 1

              3.

              Please
                briefly describe the recent reverse takeover and provide the more
                detailed
                description in the Business section of the prospectus. The Summary
                section
                should provide a brief overview of the key aspects of the filing,
                and does
                not need to contain the detailed information set forth in the prospectus.
                Please refer to 503(a) of Regulation
                S-B.

    RESPONSE:
      We
      have
      briefly set forth certain information regarding the reverse takeover in the
      Prospectus Summary beginning on page 1 of the SB-2/A. A more extensive
      description of the transaction and the Company’s business is set forth in the
      Business section of the prospectus, beginning on pages 34, 38 and
      39.

    Goldstrike,
      page 2

              4.

              You
                state that immediately following the share exchange, Goldstrike disposed
                of its mineral claims. We also note the risk factor regarding your
                prior
                business that you have on page 8, and exhibits 10.5 and 10.11 that
                you
                have filed to the registration statement. Please provide a brief
                discussion of the terms of the split-off in the Business section
                of the
                prospectus.

    RESPONSE:
      We
      have
      included a paragraph regarding the Prior Goldstrike Business in the Business
      section of the prospectus, beginning on page 39 and on page 6 of the Form
      10-KSB/A

    Recent
      Developments, page 2

              5.

              Please
                update your disclosure regarding the loan that Goldstrike provided
                to Gran
                Tierra Canada to indicate the terms of the loan and whether it has
                been
                paid off.

    RESPONSE:
      We
      have
      updated our disclosure on page 2 of the prospectus regarding the loan that
      Goldstrike provided to Gran Tierra Canada to indicate that upon the
      consolidation of the companies, the loan became intercompany debt and will
      be
      extinguished.

      April
        21,
        2006

      Page
        3

              6.

              Please
                provide us with copies of all of the documents relating to the private
                placements that closed on September 1, 2005, October 7, 2005, October
                27,
                2005, and February 2, 2006.

    RESPONSE:
      Enclosed
      herewith please find copies of private placement memorandum, Canadian offering
      memorandum, a form of investor questionnaire, forms of registration rights
      agreements and forms of subscription agreements relating to such private
      placement.

    Risk
      Factors

    General

              7.

              We
                note
                that you have a going concern risk. Please add a separate risk factor
                that
                addresses your
                ability to continue to operate as a going
                concern.

    RESPONSE:
      We
      have
      included a going concern risk factor on page 8 of the prospectus.

    Penalties
      We May Incur..., page 11

              8.

              This
                risk factor is very general and could apply to any company in your
                industry, Please revise this risk factor to clarify how it impacts
                your
                business and operations
                specifically.

    RESPONSE:
      We
      have
      modified the risk factor relating to penalties we may incur on page 11 of the
      prospectus.

    Our
      Business Will Suffer if We Cannot Obtain…., page 13

              9.

              This
                risk factor is very general and could apply to any company in your
                industry. Please revise to make it specific to your business. For
                example,
                you state that your operations will require licenses and permits,
                and in
                some cases renewals, from governmental authorities. Please discuss
                the
                requirements for these licenses and permits, whether you have obtained
                any
                permits or licenses or the status of your pending
                applications.

    RESPONSE:
      We have
      modified the risk factor relating to licenses and permits required to conduct
      business on page 13 of the prospectus.

    Foreign
      Currency Exchange Rate Fluctuations..., page 13

              10.

              You
                state that there may be restrictions on expatriating proceeds and/or
                adverse tax consequences associated with holding local operations.
                Please
                provide more information on the impact that these events could have
                on
                your operations. Please also indicate whether there are, at this
                time, any
                such restrictions or tax
                consequences.

    RESPONSE:
      We
      have
      modified the risk factor relating to foreign currency exchange rate fluctuations
      and have separated that risk factor into two risk factors beginning on page
      13
      of the prospectus.

      April
        21,
        2006

      Page
        4

    Selling
      Stockholders, page 17

              11.

              In
                the footnotes to this table, please identify the natural persons
                with
                power to vote or to dispose of the securities offered for resale
                by all of
                the entities listed as selling shareholders. See Interpretation No.
                4S of
                the Regulation S-K section of the Division of Corporation Finance’s March
                1999 Supplement to the Manual of Publicly Available Telephone
                Interpretations.

    RESPONSE:
      In
      the
      footnotes to the Selling Stockholder table, we have identified the natural
      persons with the power to vote and dispose of the shares being
      registered.

    Market
      for Common Equity and Related Stockholder Matters

    Equity
      Compensation Plan, page 27

              12.

              Explain
                to us why the warrants issued to investors in the private placements
                in
                September, October and December, 2005 are listed on the table under
                “Equity compensation plans not approved by security
                holders.”

    RESPONSE:
      Under
      Item 201(d) of Regulation S-B, the table on page 27 of the prospectus should
      not
      have included the warrants issued to investors in the private placements in
      September, October and December, 2005. These warrants were not issued pursuant
      to a "compensation plan," as such term is used in Item 201(d) or the
      Instructions thereto. We have amended page 27 of the prospectus to delete the
      references to these warrants. The corresponding change has been made on pages
      13
      and 64 of the Form 10-KSB/A.

    Management’s
      Discussion and Analysis

    Overview,
      page 28

              13.

              We
                note your auditor’s report includes an explanatory paragraph indicating
                there is substantial doubt about your ability to continue as a going
                concern. Please disclose specifically within MD&A that there is
                substantial doubt about your ability to continue as a going concern.
                Discuss the pertinent conditions and events that give rise to this
                assessment, the possible effects of such conditions and events and
                management’s plans to circumvent such conditions and events. Please refer
                to Section 607.02 of the Financial Reporting Codification for additional
                guidance.

    RESPONSE:
      We
      have
      added specific disclosure relating to the Company’s ability to continue as a
      going concern in the MD&A section of the prospectus on page 28 and in the
      MD&A section of the Form 10-KSB/A on page 14.

      April
        21,
        2006

      Page
        5

              14.

              You
                state that your gross revenues were negatively impacted by extraordinary
                weather conditions in North Argentina, which reduced deliveries in
                November and December. Please add a risk factor that discusses the
                impact
                that severe weather may have on your
                operations.

    RESPONSE:
      We have
      added the risk factor “Drilling oil and gas wells could be hindered by
      hurricanes, earthquakes and other weather-related operating risks” on page 10 of
      the prospectus.

              15.

              Please
                provide a discussion of your plan of operations for the next twelve
                months. For example, we note that on page 42 you state that you will
                be
                assessing the production potential of the Nacatimbay field, including
                opportunities to extend
                production.

    RESPONSE:
      We
      have
      added a Plan of Operations section in the MD&A section of the prospectus on
      page 28 and in the MD&A section of the Form 10-KSB/A on page
      14.

              16.

              We
                note you filed Form 8-Ks on February 22, 2006 and March 2, 2006 to
                announce that you entered into agreements to acquire interests in
                certain
                properties. Please discuss the announced acquisitions of (a) a 50%
                interest in the El
                Vinalar Block in the Noroeste Basin of Argentina and (b) participation
                interests in eight properties owned by Compania General de Combustibles
                S.A. in northern Argentina. Specifically, please discuss the terms
                of
                these agreements, how you intend to fund the acquisitions, and how
                you
                anticipate these interests will impact your future results of operations
                and cash flows. Finally, tell us the reasons you decided against
                disclosing these agreements to acquire property interests as subsequent
                events within your financial statements. If required by Item 601(10)(C)
                of
                Regulation S-B, please also file the acquisition agreements as
                exhibits.

    RESPONSE:
      The
      Company’s acquisition of participation interests in eight properties owned by
      CGC, announced on February 22, 2006 is not considered probable at this time.
      The
      Company has entered into an agreement with CGC that is dependent on several
      conditions, including the waiving of rights of first refusal among partners
      of
      CGC for the principal properties, and the successful conclusion of financing
      for
      the transaction. CGC and the Company have not provided notice to the partners
      of
      CGC that they have a right of first refusal in connection with the Company’s
      contemplated acquisition. Negotiations are occurring to extend the closing
      of
      the transaction, beyond April 30, 2006.

    If
      completed the CGC property acquisition would increase production by
      approximately 670 bbl per day of oil production (net after royalties of 12%)
      and
      approximately 7.5 million cubic feet of gas per day (net after royalty of 12%).

    The
      Company’s acquisition and farm-in agreement to acquire a 50% interest in the El
      Vinalar block involves a cash payment of $950,000 plus a commitment to spend
      up
      to $2.7 million of the costs of a planned well. Closing of this acquisition
      is
      subject to several conditions, including the successful conclusion of financing.
      Negotiations are occurring to extend the closing of the transaction beyond
      April
      30 2006. The Company does not believe this transaction is probable at this
      time.

    For
      these
      reasons, the Company has not disclosed these matters as subsequent events in
      its
      financial statements.

      April
        21,
        2006

      Page
        6

    Operating
      Expenses, page 29

              17.

              Please
                spell out the acronym
                DD&A.

    RESPONSE:
      We have
      spelled out the acronym

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      April 7, 2006

Mr. Dana Coffield
President and Chief Executive Officer
Gran Tierra Energy Inc.
300, 611-10th Avenue S.W.
Calgary, Alberta T2R 0B2, Canada

      Re:	Gran Tierra Energy Inc.
      Registration Statement on Form SB-2
      	Filed March 10, 2006
      	File No. 333-132352

      	Form 10-KSB for the fiscal year ended December 31, 2005
      	Filed March 10, 2006
      	File No. 333-111656

Dear Mr. Coffield:

      We have reviewed your filing 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.

General

1.	You will expedite the review process if you address each
portion
of every numbered comment that appears in this letter.  Provide
complete responses and, where disclosure has changed, indicate
precisely where in the marked version of the amendment you file we
will find your responsive changes.  Similarly, to minimize the
likelihood that we will reissue comments, please make
corresponding
changes where applicable throughout your document.  For example,
we
might comment on one section or example, but our silence on
similar
or related disclosure elsewhere does not relieve you of the need
to
make appropriate revisions elsewhere as appropriate.

Cover Page of the Prospectus

2.	Please highlight the reference to the risk factors discussion
later in the prospectus by prominent type or in another manner.

Summary

Our Company, page 1

3.	Please briefly describe the recent reverse takeover and
provide
the more detailed description in the Business section of the
prospectus.  The Summary section should provide a brief overview
of
the key aspects of the filing, and does not need to contain the
detailed information set forth in the prospectus.  Please refer to
503(a) of Regulation S-B.

Goldstrike, page 2

4.	You state that immediately following the share exchange,
Goldstrike disposed of its mineral claims.  We also note the risk
factor regarding your prior business that you have on page 8, and
exhibits 10.5 and 10.11 that you have filed to the registration
statement.  Please provide a brief discussion of the terms of the
split-off in the Business section of the prospectus.

Recent Developments, page 2

5.	Please update your disclosure regarding the loan that
Goldstrike
provided to Gran Tierra Canada to indicate the terms of the loan
and
whether it has been paid off.

6.	Please provide us with copies of all of the documents
relating
to the private placements that closed on September 1, 2005,
October
7, 2005, October 27, 2005, and February 2, 2006

Risk Factors

General

7.	We note that you have a going concern risk.  Please add a
separate risk factor that addresses your ability to continue to
operate as a going concern.

Penalties We May Incur..., page 11

8.	This risk factor is very general and could apply to any
company
in your industry.  Please revise this risk factor to clarify how
it
impacts your business and operations specifically.

Our Business Will Suffer if We Cannot Obtain..., page 13

9.	This risk factor is very general and could apply to any
company
in your industry.  Please revise to make it specific to your
business.  For example, you state that your operations will
require
licenses and permits, and in some cases renewals, from
governmental
authorities.  Please discuss the requirements for these licenses
and
permits, whether you have obtained any permits or licenses or the
status of your pending applications.

Foreign Currency Exchange Rate Fluctuations..., page 13

10.	You state that there may be restrictions on expatriating
proceeds and/or adverse tax consequences associated with funding
local operations.  Please provide more information on the impact
that
these events could have on your operations.  Please also indicate
whether there are, at this time, any such restrictions or tax
consequences.

Selling Stockholders, page 17

11.	In the footnotes to this table, please identify the natural
persons with power to vote or to dispose of the securities offered
for resale by all of the entities listed as selling shareholders.
See Interpretation No. 4S of the Regulation S-K section of the
Division of Corporation Finance`s March 1999 Supplement to the
Manual
of Publicly Available Telephone Interpretations.

Market For Common Equity and Related Stockholder Matters

Equity Compensation Plan, page 27

12.	Explain to us why the warrants issued to investors in the
private placements in September, October and December, 2005 are
listed on the table under "Equity compensation plans not approved
by
security holders."

Management`s Discussion and Analysis

Overview, page 28

13.	We note your auditor`s report includes an explanatory
paragraph
indicating there is substantial doubt about your ability to
continue
as a going concern.  Please disclose specifically within MD&A that
there is substantial doubt about your ability to continue as a
going
concern.  Discuss the pertinent conditions and events that give
rise
to this assessment, the possible effects of such conditions and
events and management`s plans to circumvent such conditions and
events.  Please refer to Section 607.02 of the Financial Reporting
Codification for additional guidance.

14.	You state that your gross revenues were negatively impacted
by
extraordinary weather conditions in North Argentina, which reduced
deliveries in November and December.  Please add a risk factor
that
discusses the impact that severe weather may have on your
operations.

15.	Please provide a discussion of your plan of operations for
the
next twelve months. For example, we note that on page 42 you state
that you will be assessing the
production potential of the Nacatimbay field, including
opportunities
to extend production.

16.	We note you filed Form 8-Ks on February 22, 2006 and March 2,
2006 to announce that you entered into agreements to acquire
interests in certain properties.  Please discuss the announced
acquisitions of (a) a 50% interest in the El Vinalar Block in the
Noroeste Basin of Argentina and (b) participation interests in
eight
properties owned by Compania General de Combustibles S.A. in
northern
Argentina.  Specifically, please discuss the terms of these
agreements, how you intend to fund the acquisitions, and how you
anticipate these interests will impact your future results of
operations and cash flows.  Finally, tell us the reasons you
decided
against disclosing these agreements to acquire property interests
as
subsequent events within your financial statements.   If required
by
Item 601(10)(C) of Regulation S-B, please also file the
acquisition
agreements as exhibits.

Operating Expenses, page 29

17.	Please spell out the acronym DD&A.

Liquidity and Capital Resources

Liquidity, page 29

18.	Please discuss the existence and timing of capital
expenditures
and other known and reasonably likely cash requirements for the
next
twelve months, and expected sources of funding.  Please refer to
section 501.13 of the Financial Reporting Codification for more
information.

19.	In regard to your cash requirements, you indicate that you
believe that your current operations can be maintained from
existing
cashflow and cash on hand barring unforeseen events or a severe
downturn in oil and gas prices.  Also, in Note 1 to the Financial
Statements you state that you expect to incur substantial
expenditures to further your capital investment programs.  Please
specify exactly how long your current cash on hand is expected to
last and when you anticipate having to obtain more funding. We
note
that you state on page 30 that you are currently involved in
financing initiatives.  Please provide more information on those
initiatives.

20.	Please describe to whom and when the $400,000 of restricted
cash
on your balance sheet is payable.  Please also discuss if you have
commitments to set aside additional amounts of restricted cash to
fund future cash calls.  Please add a risk factor, if necessary,
to
discuss risks if you are unable to fund cash calls of any joint
venture.

Critical Accounting Estimates

Oil and Gas Accounting -Impairments, page 31

21.	You indicate that you must assess estimated discounted future
cash flows to determine if properties are impaired and that these
estimates require assumptions about reserves.  You further state
that
the relationship between the reserves estimate and the estimated
discounted cash flows is complex.  Please provide a brief
discussion
of why this relationship is complex and identify the factors and
assumptions that go into making a determination of impairment.
Please
refer to Section 501.14 of the Financial Reporting Codification
for
more information.

Business

The Argentina Acquisitions, page 38

22.	You indicate that Compania General de Combustibles S.A. (CGC)
is
a partner in all three Argentina properties.  Please state whether
your pending acquisition of interests of CGC include any of these
properties.  If so, please discuss how the acquisition would
affect
your operations.

Markets and Competition, page 39

23.	You state that the Palmar Largo oil is shipped by pipeline
and
truck to a nearby refinery and that prices are defined by a
multiyear
contract.  Since these are your principal customers and suppliers,
please file the contracts that you have with the pipeline,
trucking
company and refinery as exhibits.  Please refer to Item 601 (10)
(B)
of regulation S-B.  Please also add risk factors that discuss the
risks to you if you, the pipeline, trucking company or refinery
are
unable to fulfill each of your respective obligations under the
contracts.  We note, for instance, that your gross revenues
decreased
in November and December due to reduced deliveries because of bad
weather.

Environmental Compliance, page 40

24.	Please provide your costs of compliance with environmental
laws.

Employees, page 40

25.	Please update your disclosure in this section to February 28,
2006.  We note that on page 36 you provide this updated
information.

Additional Information, page 40

26.	Please revise your disclosure in this section to indicate
that
you are required to file annual reports, quarterly reports and
other
reports, as that will be your status when the registration
statement
goes effective.

Description of Property, page 41

27.	Please file as an exhibit the consent of Gaffney, Cline and
Associates to be named as experts in the registration statement.

Legal Proceedings, page 44

28.	Please revise your statements in this section to provide the
disclosure, if applicable, required by Item 103 of Regulation S-B.
Please also refer to the Instructions to this Item.

Directors, Executive Officers, Promoters and Control Persons

Board Committees, page 47

29.	Please delete the fourth sentence of the third paragraph of
this
section.

Security Ownership of Certain Beneficial Owners and Management,
page
49

30.	Please add to footnote 8 the identity of the natural person
who
has voting authority for the stock owned by Bank Sal. Oppenheim
jr. &
Cie. (Switzerland) Ltd.

Executive Compensation

Director`s Compensation, page 51

31.	We note your disclosure that there are currently no
compensation
arrangements in place for the board of directors.  However, we
note
that on page 59 you state that options were issued to your
directors.
In addition, we note that under section 4 of your 2005 Equity
Incentive Plan, outside Directors are eligible to receive awards.
Please advise or revise.

2005 Equity Incentive Plan

Summary, page 51

32.	We note that your discussion of the terms of your 2005 Equity
Incentive Plan includes provisions that do not appear to be set
forth
in the plan document you filed as an exhibit to the registration
statement.  For example, you discuss Restricted Stock Units,
Performance Grants, and Stock Awards in the prospectus, but they
do
not seem to be provided for in the plan document. In addition, you
discuss Stock Appreciation Rights as a stand alone award, but
under
the plan document it appears that they may only be issued in
tandem
with options.  Finally, you discuss limits on the amount of shares
and cash that may be awarded to participants during certain
periods,
but these limitations do not appear to be in the plan document.
Conversely, you do not discuss in the prospectus certain features
of
the plan contained in the document, such as reload options. Please
advise or revise.

33.	Please state the persons eligible to receive awards under the
Plan.

Description of Securities

Special Voting Stock, page 58

34.	Please clarify that this stock is held by a trustee for the
benefit of the beneficial owners of the exchangeable shares and
that
the trustee may only cast votes based on the instructions given it
by
each beneficial owner.

Exchangeable Shares, page 58

35.	Please provide a brief description of the Insolvency Exchange
Rights and Automatic Exchange Rights of the holders of the
exchangeable shares, in addition to any other special rights they
have under the Voting Exchange and Support Agreement and the
schedules thereto.  In this regard we note that it appears that
such
holders also have the right to require the redemption of the
exchangeable shares.  Please also briefly describe the several
rights
that 1203647 Alberta Inc. and Gran Tierra have to acquire the
exchangeable shares under the Voting Exchange and Support
Agreement
and the schedules thereto.  Please file both Schedule A and
Schedule
B to the Voting Exchange and Support Agreement as exhibits.

Indemnification; Limitation on Liability, page 59

36.	Please add a brief description of the indemnity provisions
contained in the executive officers` employment agreements, and in
the indemnity agreement filed as exhibit 10.10.  Please also state
who has signed such indemnity agreement(s).

Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 61

37.	We note that in conjunction with the reverse takeover, the
registrant has effectively undergone a change in auditors, from
Moen
and Company to Deloitte & Touche.  Please provide the information
required by Item 304 of Regulation S-B as required by Item 23 of
Form
SB-2.  In addition, please file an Item 4.01, Form 8-K to announce
the change in accountant.  Indicate within the Form 8-K that you
should have provided this information within four business days
after
the occurrence of the change in accountant.

Recent Sales of Unregistered Securities, page II-2

38.	In regard to the private placement that occurred on December
14,
2005, it appears from the provisions of Section 2 of the
Subscription
Agreement that the offering may not have closed, since only
1,343,222
units were sold in that offering and the section 2 provides that
closing will occur when 2.5 million units are sold.  Please

advise or revise.  Please also file as an exhibit the Escrow
Agreement referred to in section 2 of the Subscription Agreement.

39.	We note that you state that each of the three private
offerings
recently conducted by you were exempt from registration under