SecProbe.io

December 16, 2010
 Keith G. Larsen Chief Executive Officer U.S. Energy Corp 877 North 8
th West
Riverton, Wyoming 82501
Re: U.S. Energy Corp.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 12, 2010
  Definitive Proxy Statement on Schedule 14A
Filed April 29, 2010 File No. 0-06814

Dear Mr. Larsen:
 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal year Ended December 31, 2009

 Exhibit 99.1, Report of Ryder Scott Company, L.P.

 1. We note your response to comment 1 of our letter dated August 23, 2010.  Please provide
the revised report in your amended Form 10-K.
 Exhibit 99.2, Report of Cawley, Gillespie & Associates, Inc.

 2. We note your response to comment 2 of our letter dated August 23, 2010.  Please provide
the revised report in your amended Form 10-K.

Keith G. Larson U.S. Energy Corp.  December 16, 2010 Page 2

Definitive Proxy Statement on Schedule 14A filed April 29, 2010

 Business Experience and Other Directorship s of Directors and Officers, page 15

 3. We note your response to prior comment 3 from our letter dated August 23, 2010 and
your response to prior comment 9 from our le tter dated July 1, 2010.  In addition to the
disclosure that you will provide  in Part III, Item 10 of th e amended Form 10-K, include
disclosure pursuant to Item 404 of Regulat ion S-K for Mr. Conrad or explain how you
met the requirements of this item in your proxy statement.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Parker Morrill at (202) 551-3696 or, in his absence, Timothy Levenberg,
Special Counsel, at (202) 551-3707 or me  at (202) 551-3740 with any questions.

Sincerely,

H. Roger Schwall Assistant Director