May 26, 2020

Via E-mail
Gislar Donnenberg, Esq.
DLA Piper LLP (US)
1000 Louisiana, Suite 2800
Houston, Texas 77002

       Re:     Epsilon Energy Ltd.
               Schedule TO-I
               Filed May 19, 2020
               File No. 5-91403

Dear Mr. Donnenberg:

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

       Please respond to this letter by amending the filing or by providing the
requested
information. If you do not believe our comments apply to the Company's facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

        After reviewing any amendment to the filing and the information you
provide in response
to these comments, we may have additional comments. All defined terms used in
this letter have
the same meaning as in the Offer to Purchase, unless otherwise indicated.

Offer to Purchase

Conditions of the Offer, page 22

1.     Refer to clause (a) and (b) in this section. A tender offer may be
conditioned on a variety
       of events and circumstances, provided that they are not within the
direct or indirect
       control of the bidder. The conditions also must be drafted with
sufficient specificity to
       allow for objective verification that the conditions have been
satisfied. The disclosure in
       clause (a) and (b) in this section includes the language "there shall
have been
       threatened...any action..." and "there shall have been any action or
proceeding
       threatened..." With a view towards revised disclosure, please advise
what is meant by
       the term "threatened" and how it may be objectively determinable.
 Gislar Donnenberg, Esq.
DLA Piper LLP (US)
May 26, 2020
Page 2


2.    Refer to condition (vi) disclosed on page 23. Please advise us, with a
view toward
      revised disclosure, whether or not such condition has become operative
given the
      continuing adverse economic developments linked to the recent COVID-19
viral
      outbreak. To the extent such condition has been determined not to be
operative, please
      advise us, with a view towards revised disclosure, of the measurement
date against which
      such condition should be evaluated. Please also refer to condition (xi)
and advise us what
      would constitute a material acceleration or worsening of condition (vi).

3.    Refer to the preceding comment and condition (iii) disclosed on page 23.
Given the
      inclusion of condition (vi), please advise us, with a view towards
disclosure, whether
      condition (iii) is also intended to include the COVID-19 pandemic, and if
so, how such
      condition, as it relates to COVID-19, is different than condition (vi).
In addition, since
      the condition refers to the "material worsening" of a war, armed
hostilities, act of
      terrorism or other international or national calamity, please advise us,
with a view
      towards revised disclosure, how the "material worsening" language in
condition (xi)
      should be read in conjunction with the "material worsening" language in
condition (iii).

4.    To the extent the Company concludes that condition (vi) has occurred,
please advise us,
      with a view toward revised disclosure, whether or not the condition has
been waived or a
      decision has been made to terminate the offer. Please also advise us
whether or not a
      material change has occurred under Exchange Act Rules 13e-4(e)(3),
13e-4(c)(3) and
      13e-4(d)(2), and if so, how the Company intends to effectuate compliance
with those
      rules.

5.    Refer to conditions (vii) and (viii). Given that condition (vii) enables
the Company to
      measure the 15% market drop immediately prior to the Expiration Time,
please advise us
      of the purpose of condition (viii). Please respond to this comment with
respect to
      conditions (ix) and (x) as well.

6.    We note the following statement on page 24: "The failure by the Company
at any time to
      exercise its rights under any of the foregoing conditions shall not be
deemed a waiver of
      any such right, and the waiver of any such right with respect to
particular facts and other
      circumstances shall not constitute a waiver with respect to any other
facts and
      circumstances, and each such right shall be deemed an ongoing right which
may be
      asserted at any time or from time to time." This language suggests that
if a condition is
      triggered and the Company fails to assert the condition, the Company will
not lose the
      right to assert the condition at a later time. Please note that when a
condition is triggered
      and the Company decides to proceed with the Offer anyway, we believe that
this decision
      is tantamount to a waiver of the triggered condition(s). Depending on the
materiality of
      the waived condition and the number of days remaining in the Offer, the
Company may
      be required to extend the Offer and recirculate new disclosure to
security holders. Please
      confirm the Company's understanding that if an Offer condition is
triggered, the
      Company will notify shareholders whether or not it has waived such
condition. In
 Gislar Donnenberg, Esq.
DLA Piper LLP (US)
May 26, 2020
Page 3


       addition, when an Offer condition is triggered by events that occur
during the Offer
       period and before the expiration of the Offer, the Company should inform
holders how it
       intends to proceed immediately, rather than waiting until the end of the
Offer period,
       unless the condition is one where satisfaction of the condition may be
determined only
       upon expiration. Please confirm the Company's understanding in your
response letter.

                                          *    *   *

        We remind you that the registrant 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 me at (202) 551-3444 with any questions.

                                                          Sincerely,

                                                          /s/ Perry Hindin

                                                          Perry Hindin
                                                          Special Counsel
                                                          Office of Mergers and
Acquisitions