SecProbe.io

Mail Stop 4628
May 12 , 2017

David A. Veltri
President and Chief Executive Officer
U.S. Energy Corp.
4643 S. Ulster Street, Suite 970
Denver, CO 80202

Re: U.S. Energy Corp.
 Preliminary Proxy Statement on Schedule 14A
Filed April 21, 2017
File No. 0 -06814

Dear Mr. Veltri :

We have limited our review of your filing to those issues we have addressed in our
comment s.  Please note that we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal 5:  Approval of the Issuance of Shares Pursuant to a Securities Purchase Agreement and
Warrants, page 15

Summary

1. You disclose on page 15 that you have filed a registration statement to register the resale
of the warrant shares and are “required to use [your] commercially reasonable efforts to
cause the registration statement to become ef fective no later than the initial exercise
date.”  We note that this pro posal is related to the warrant  shares and the initial exercise
date on the warrants is June 21, 2017.  We further note that your annual meeting of
shareholders is scheduled for June 30, 201 7.  Please be advised that we will not be in a
position to accelerate the effectiveness of your registration statement until those
comments have been resolved and you have received shareholder approval for the
issuance of shares pursuant to the securities purchase agreement and warrants.  As
necessary, p lease re vise your disclosure accordingly .

David A. Veltri
U.S. Energy Corp
May 12 , 2017
Page 2

 2. We note that the Common Stock Purchase Warrant you have attached as Appendix C is
not an executed version.  Therefore, certain terms, such as the “floor price” of the anti -
dilution provision, are not included.  Please file an executed version of the Warrant and
revise your disclosure to clarify the mechanics of the anti -dilution provision and the
elimination of the floor price upon shareholder approval.  In this regard, specific ally
indicate that you are seeking shareholder approval under Nasdaq Rule 5635 since the
anti-dilution provision will result in the issuance of shares at less than the greater of
market price or book value per share.

3. Revise your disclosure to explain the potential consequences and impact on the Company
if you do not receive the requisite shareholder approval for the issuance of the shares
pursuant to the securities purchase agreement and warrants.

Effect of the Purchase Agreement on Current Shareho lders , page 17

4. Please expand your disclosure in this proposal to describe the general effect upon the
rights of existing shareholders.  This disclosure should describe in particular the dilutive
impact on the voting power of existing shareholders if share holders approve the share
issuance pursuant to the securities purchase agreement.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Anuja A. Majmudar, Attorney -Advisor, at (202) 551 -3844 or me, at (202)
551-3642 with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources