SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4628

DIVISION OF
CORPORATION FINANC E
MAIL STOP 4628
        October  21, 2010

Mr. Roger Smith
Chief Financial Officer
Ur-Energy Incorporated
10758 W. Centennial R oad, Suite 200
Littleton , Colorado  80127

 Re: Ur-Energy Incorporated
  Form 20-F for the Fiscal Year Ended  December 31, 2009
Filed  March 12 , 2010
Response letter dated August  20, 2010
File No.  1-33905

Dear Mr. Smith :

We have reviewed your response letter dated August 20, 2010  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 advising us when you will provide the
requested response. If you do not believe our comments 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 filing and the information you provide in
response to these comments, we may have additional comments.

Mr. Roger Smith
Ur-Energy Incorporated
October 21, 2010
Page 2

Form 20-F for Fiscal  Year Ending December 31,  2009 filed March 12, 2010

Engineering Comments

General

1. We note your response to our previous comment 2  but do not concur.  Industry
Guide 7 provide s clear  guidance in regards to exploration stage and development
stage  projects .  It is our understanding that Canadian NI 43 -101 does as well.
Additionally , we note in your response that you consider your project  “unique”
and indicate you are unable to establish a reserve, even though you presently claim
an indicated resource.  All or a portion of a n indicated resource may be used to
determine  a probable reserve with an appropriate  feasibility study , therefore we do
not agree w ith your assessment .  Please revise you filing , referring to your projects
as exploration stage projects, until you have a proven or probable reserve.

2. In reference to your response to our previous comment number 3, our
understanding of Canadian NI 43 -101 is that a potential mineral deposit that is to
be the target of further exploration may be disclosed as a range of potential
quantity and grade.  However, your disclosure includes a range of contained
pounds of U 3O8, rath er than a range of quantity and grade.  Please advise or
revise.   Additionally, please ensure all estimates in your filing are disclosed as
quantity and grade , versus solely contained pounds of U3O8.

Lost Creek Project page 12

3. We note in re sponse to our previous comment 5 you state that your resource is
based on drill holes spaced closely enough for geological and grade continuity .
However  in your response to our previous comment number 2 , you reference your
2008 Lyntek technical repor t and state your resource is considered to be too
speculative geologically to have economic consideration.  These two statements
appear to be conflicting statements.  Please advise or revise.  In addition, p lease
tell us if you have an indicated resource a s defined by the CIM definition.

4. We note your response to our previous comment 6 in regards to the reasonable
prospect of economic extraction.  In addition, we note you used a base case price
of $80  per pound U 3O8 in your Lost Creek preliminary assessment.  While we
believe that the use of the three -year average price is more appropriate for the
estimation of reserves and resources in order to determine the reasonable prospect
for economic ext raction, please tell us the basis for the prices you used to
determine your resources.

Mr. Roger Smith
Ur-Energy Incorporated
October 21, 2010
Page 3

5. In an appropriate location of your filing, please include a discussion in regards to
the current price of U 3O8.

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain t hat the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. 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 provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 Commiss ion or any person under the federal securities laws of the
United States.

You may contact John Coleman  at (202) 551-3610  with questions about
engineering comments .  Please contact me at (202) 551 -3740  with any other questions.

        Sincerely,

H. Roger Schwall
Assistant Director