SecProbe.io

June 10 , 2015

Keith G. Larsen
Chief Executive Officer
U.S. Energy Corp.
877 North 8th West
Riverton, WY 82501

Re: U.S. Energy Corp.
  Registration Statement on Form S-3
Filed  May 21, 2015
  File No.  333-204350

Dear Mr. Larsen :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  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 by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. It appears that you may be relying on General Instruction I.B.6 of Form S -3 to register
your offering .  As such, please revise your registration statement  to set forth on the
outside  front cover of the prospectus  the calculation of the aggregate  market value of
your outstanding voting and non -voting common equity held by non -affiliates  pursuant to
General  Instruction  I.B.6. and the amount of all securities offered pursuant to General
Instruction  I.B.6. during the prior 12 calendar month period that ends on, and includes,
the date of  the prospectus.  We refer you to the disclosure required pursuant to Instruction
7 to I.B.6.of Form S -3.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Keith G. Larsen
U.S. Energy Corp.
June 10 , 2015
Page 2

 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 you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion 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 ac curacy 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r 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.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Karina V. Dorin, Staff Attorney,  at (202) 551 -3763 or me at (202) 551 -
3642 with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Legal Branch  Chief