SAExploration Holdings, Inc.

3333 8^th Street SE, 3^rd Floor

Calgary, Alberta T2G 3A4

August 27, 2013

Via EDGAR AND FedEx

Securities and Exchange Commission

100 F. St, N.E.

Washington, D.C. 20549

Attn: Mr. Larry Spirgel Assistant Director

Mr. Joe Cascarano, Staff Accountant

Re: SAExploration Holdings, Inc.

Item 4.02 Form 8-K

Filed August 20, 2013
File No. 001-35471

Gentlemen:

SAExploration Holdings, Inc. (the “Company”) does hereby submit correspondence relating to the Company’s responses to the comments of the staff of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter to the Company dated August 21, 2013, regarding the Current Report on Form 8-K filed by the Company with the Commission on August 20, 2013 (the “Original Filing”), as follows:

Form 8-K

Item 4.02

Comment:

1. We note that you intend to file restated financial statements. Please tell us and disclose when you will file them.

Response:

At the time of the Original Filing, the Company was continuing to evaluate known errors as well as investigate whether additional cut-off errors existed. Accordingly, as of the date of the Original Filing, we were not certain of the exact timing of when we would file our restated financial statements. In the period since the filing of the Original Filing, we have reached a conclusion on our analysis and have filed an amendment to the Original Filing on the date hereof (the “Amendment”) restating the disclosure in Item 4.02 to specify the date on which we filed restated financial statements. For your convenience, we are enclosing a marked copy of the Item 4.02 disclosure contained in the Amendment to note the changes from the Original Filing.

Securities and Exchange Commission

August 27, 2013
Page 2

Comment:

2. Your disclosures provide little quantitative insight into the significance of your misstatements. Please amend your filing to disclose, at least, an estimated range of the amount of the errors you have discovered to date that resulted in your determination that your financial statements filed for the quarter ended March 31, 2013 should no longer be relied upon.

Response:

The Amendment restates the disclosure in Item 4.02 to specify an estimated amount of errors that we have discovered as of the date of the Original Filing that resulted in our determination that our financial statements filed for the quarter ended March 31, 2013 should no longer be relied upon. The enclosed marked copy of the Item 4.02 disclosure contained in the Amendment notes the changes from the Original Filing.

The Company acknowledges that: (i) it is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) staff comments or changes to disclosure in response to the above staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) 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.

Please contact the undersigned (713-816-6392) with any questions or further comments you may have.

Very truly yours,

/s/ Brent Whiteley


Brent Whiteley
Chief Financial Officer and General Counsel


Enclosure