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      Acceleration Letter

    U.
      S. Energy Corp.

    877
      North 8th West

    Riverton,
      Wyoming 82501

    T.
      307.856.9271 F. 307.857.3050

    June
      9,
      2005

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street NE

    Washington,
      D.C. 20549-2001

    Re: U.S.
      Energy Corp.

    Form
      S-3

      File
      No.
      333-124277

    Attn: Carrie
      Darling

    Dear
      Ms.
      Darling:

    U.S.
      Energy Corp. hereby requests acceleration of the effective date for its Form
      S-3
      registration statement to Monday, June 13, 2005, at 12:00 pm (noon) EDT or
      as
      soon thereafter as possible. Acceleration is requested pursuant to Rule 461
      of
      Regulation C.

    No
      preliminary prospectuses have been distributed.

    U.S.
      Energy Corp. (hereafter, the “Company”) acknowledges 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.

    U.
      S.
      Energy Corp.

    /s/
      Robert Scott Lorimer

    By: Robert
      Scott Lorimer

    Chief
      Financial Officer

    Vice
      President Finance