SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								January 26, 2006

Mr. Daniel P. Svilar
U.S. Energy Corp.
877 North 8th West
Riverton, WY 82501

	Re:	U.S. Energy Corp.
      Post-Effective Amendment No. 1 to Form S-1
		Filed October 25, 2005
		File No. 333-115477

		Form 10-K for the Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
		File No. 0-06814

		Form 10-Q for the Period Ended September 30, 2005
		Filed November 14, 2005

Dear Mr. Svilar:

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

      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.

Form 10-K for the Fiscal Year Ended December 31, 2004

General

1. We understand that you would prefer to limit compliance with
our
prior comments to future filings on Forms 10-K and 10-Q.  We are
considering your request.
Form 10-Q for the Periods Ended September 30, 2005

Note 5, page 10

2. We note your response to our prior comment three in our letter
dated November 18, 2005 where you discuss the gain you have
deferred
on the sale of Rocky Mountain Gas, Inc.  The manner by which you
are
accounting for your investment in Enterra US Acquisitions Inc.
shares
in the interim remains unclear, as do the circumstances under
which
you will recognize the gain into income.  Please tell us how you
account for your investment in Enterra US Acquisitions Inc. shares
presently, and your plans once the one year holding period has
passed.  Also clarify whether you intend to recognize the deferred
gain at that time, or only upon subsequent sale of those shares.
In
addition, please clarify what you mean when you state that you
"...will recognize the additional gain or loss when the shares are
ultimately sold."  Please cite the specific authoritative
accounting
literature that you have relied upon in evaluating the deferral
and
recognition of this gain; and in formulating a view on any
accounting
that may be necessary for the conversion feature.

Closing Comments

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

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, 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.

      Please contact Jennifer Gallagher at (202) 551-3706 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jason Wynn at (202) 551-3756 or me at (202) 551-
3740
with any other questions.  Direct all correspondence to the
following
ZIP code:  20549-7010.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:   J. Wynn
       J. Gallagher
       K. Hiller

       Stephen E. Rounds, Esq.
       (303) 377-0231
??

??

??

??

Mr. Daniel P. Svilar
U.S. Energy Corp.
January 26, 2006
page 1

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

  DIVISION OF CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>