SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE

							May 13, 2005

via facsimile and U.S. mail

Keith G. Larsen
President
U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501

Re:	U.S. Energy Corp.
Form S-3 filed April 22, 2005
	File No. 333-124277

Dear Mr. Larsen:

	We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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.  We may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

S-3
S-3 Eligibility

1. We note your timely filing of a Form 12b-25.  However, it
appears
that your 10Q that was filed on 5/24/04 was filed 7 calendar days
after the due date of that report. As a result of the form being
filed after the deadline for filing, you would be ineligible to
file
a Form S-3. Please look into this issue and response to us in
writing
why you believe you are eligible to file an S-3, at this time.

Convertible Debentures and Warrants, page 15

2. Expand your disclosure under "Warrants" at page 16 to explain
in
greater detail how the "anti-dilution" provisions operate.  Also
make
clear whether there is a limit on the number of additional shares
that could be potentially issuable, or if the 535,598 number is
only
an estimate.  Describe the potential adverse impact on market
price
if there are a substantial number of warrant exercises, or explain
to
us why you believe that is not a reasonable possibility.  We may
have
additional comments.

Closing Comments

      As appropriate, please amend your registration statements
and
Exchange Act reports 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
supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 this action as 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 a 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.

Direct questions relating to all disclosure issues to Carrie
Darling,
at (202) 942-2972 or, in her absence, to Timothy Levenberg,
Special
Counsel, at (202) 942-1896.   Direct all correspondence to us at
the
following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	via facsimile
	Mr. Stephen E. Rounds, Esq.

      Timothy Levenberg
      Carrie Darling
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U.S. Energy Corp.
May 13, 2005
page 3

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