SecProbe.io

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 useg20250918_corresp.htm

 September 19, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporate Finance

 Office of Energy & Transportation

 Washington D.C. 20549

 Re:

 U.S. Energy Corp.

 Form S-3 Registration Statement

 Filed September 12, 2025

 File No. 333-290232

 Acceleration Request

 Request Date : Tuesday, September 23, 2025

 Request Time : 4:30 p.m. Eastern Time (or as soon thereafter as practicable)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, U.S. Energy Corp. (the “ Registrant ”) hereby requests that the United States Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-captioned Registration Statement (the “ Registration Statement ”) to become effective on Tuesday, September 23, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

 The Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request for acceleration. Please contact Mr. Gillies at (832) 380-4730, with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

 Sincerely,

 /s/ Ryan L. Smith

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 18, 2025

Ryan Smith
Chief Executive Officer
US ENERGY CORP
1616 S. Voss, Suite 725
Houston, TX 77057

 Re: US ENERGY CORP
 Registration Statement on Form S-3
 Filed September 12, 2025
 File No. 333-290232
Dear Ryan Smith:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: David M. Loev
</TEXT>
</DOCUMENT>

CORRESP
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1616
S Voss, Suite 725

Houston,
TX 77057

303-993-3200

September
13, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

Attn:
Cheryl Brown

Washington
D.C. 20549

Phone:
(202) 551-3905

    Re:
    U.S.
    Energy Corp.

    Registration
    Statement on Form S-3

    Filed
    September 2, 2022

    File
    No. 333-267286

Acceleration
Request

Request
Date: Thursday, September 15, 2022

Request
Time: 5:30 p.m. Eastern Time (or as soon thereafter as practicable)

Dear
Ms. Brown:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, U.S. Energy Corp. (the “Registrant”) hereby requests that
the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned
Registration Statement (the “Registration Statement”) to become effective on Thursday, September 15, 2022, at 5:30
p.m., Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request
for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify
him when this request for acceleration has been granted.

    Sincerely,

    /s/
    Ryan L. Smith

    Chief
    Executive Officer

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1616 S Voss, Suite 725

Houston, TX 77057

303-993-3200

September 13, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

Attn: Cheryl Brown

Washington D.C. 20549

Phone: (202) 551-3905

    Re:
    U.S. Energy Corp.

    Registration Statement on Form S-3

    Filed September 2, 2022

    File No. 333-267286

    Withdrawal
    of Acceleration Request

Dear
Ms. Brown:

Reference
is made to our letter, filed as correspondence via EDGAR on September 13, 2022, in which we requested the acceleration of the effective
date of the above-captioned registration statement on Form S-3 (the “Registration Statement”) to become effective
on Thursday, September 15, 2022, at 2:00 p.m., Eastern Time, or as soon thereafter as practicable (the “Effective Date and Time”),
in accordance with Rule 461 under the Securities Act of 1933, as amended.

We
respectfully formally withdraw our request for acceleration of the above-referenced Registration Statement immediately. We plan to file an updated acceleration request relating to the Registration Statement shortly after the date of this letter.

Thank
you for your assistance in this matter.

    Sincerely,

    /s/ Ryan L. Smith

    Chief Executive Officer

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1616
S Voss, Suite 725

Houston,
TX 77057

303-993-3200

September
13, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

Attn:
Cheryl Brown

Washington
D.C. 20549

Phone:
(202) 551-3905

    Re:
    U.S.
    Energy Corp.

    Registration
    Statement on Form S-3

    Filed
    September 2, 2022

    File
    No. 333-267286

Acceleration
Request

Request
Date: Thursday, September 15, 2022

Request
Time: 2:00 p.m. Eastern Time (or as soon thereafter as practicable)

Dear
Ms. Brown:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, U.S. Energy Corp. (the “Registrant”) hereby requests that
the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned
Registration Statement (the “Registration Statement”) to become effective on Thursday, September 15, 2022, at 4:00
p.m., Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request
for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify
him when this request for acceleration has been granted.

    Sincerely,

    /s/
    Ryan L. Smith

    Chief
    Executive Officer

United States securities and exchange commission logo
September 13, 2022
Ryan Smith
Chief Executive Officer
U.S. Energy Corp.
1616 S. Voss, Suite 725
Houston, TX 77057
Re:U.S. Energy Corp.
Registration Statement on Form S-3
Filed September 2, 2022
File No. 333-267286
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Cheryl Brown, Staff Attorney, at (202) 551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David M. Loev

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June
17, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

Attn:
Arthur Tornabene-Zalas

Washington
D.C. 20549

Phone:
(202) 551-3162

    Re:
    U.S.
    Energy Corp.

    Registration
    Statement on Form S-3

    Filed
    June 10, 2022

    File
    No. 333-265532

Acceleration
Request

Request
Date: Thursday, June 23, 2022

Request
Time: 12:30 p.m. Eastern Time (or as soon thereafter as practicable)

Dear
Mr. Tornabene-Zalas:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, U.S. Energy Corp. (the “Registrant”) hereby requests that
the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned
Registration Statement (the “Registration Statement”) to become effective on Thursday, June 23, 2022, at 12:30 p.m.,
Eastern Time, or as soon thereafter as practicable.

The
Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request
for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify
him when this request for acceleration has been granted.

    Sincerely,

    /s/
    Ryan L. Smith

    Chief
    Executive Officer

United States securities and exchange commission logo
June 17, 2022
Ryan Smith
Chief Executive Officer
U.S. Energy Corp.
675 Bering Drive
Suite 390
Houston, TX 77057
Re:U.S. Energy Corp.
Registration Statement on Form S-3
Filed June 10, 2022
File No. 333-265532
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Arthur Tornabene-Zalas at (202) 551-3162 or Kevin Dougherty, Staff
Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David M. Loev, Esq.

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November
10, 2020

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    U.S.
    Energy Corp.

    Registration
    Statement on Form S-1, as amended (File No. 333-249738)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as the underwriter of the proposed offering of U.S. Energy Corp. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 9:00 a.m., Eastern Time, on Thursday, November 12, 2020, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 0 copies
of the Preliminary Prospectuses dated October 29, 2020 and November 10, 2020 have been distributed to prospective dealers,
institutional investors, retail investors and others.

    Very truly yours,

    Kingswood Capital Markets, division of Benchmark Investments, Inc.

    By:

    /s/
    David W. Boral

    Name:
     David W. Boral

    Title:
     President

CORRESP
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November
10, 2020

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    U.S.
    Energy Corp.

    Registration
    Statement on Form S-1, as amended (File No. 333-249738)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as the underwriter of the proposed offering of U.S. Energy Corp. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 9:00 a.m., Eastern Time, on Thursday, November 12, 2020, or as soon thereafter as is practicable.

    Very truly yours,

    Kingswood Capital Markets, division of Benchmark Investments, Inc.

    By:

    /s/
    David W. Boral

    Name:
     David W. Boral

    Title:
     President

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November
10, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Karina Dorin

    Re:
    U.S.
    Energy Corp.

    Registration
    Statement on Form S-1 (as amended)

    File
    No: 333-249738

Acceleration
Request

Request
Date: Thursday, November 12, 2020

Request
Time: 9:00 a.m. Eastern Time (or as soon thereafter as practicable)

Dear
Ms. Dorin:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, U.S. Energy Corp. (the “Registrant”) hereby requests
that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-1, as amended (File No. 333-249738), to become effective on Thursday,
November 12, 2020, at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this
request for acceleration. Please contact Mr. Loev at (832) 930-6432, or Mr. Gillies at (832) 380-4730, with any questions you
may have concerning this request, and please notify either of them when this request for acceleration has been granted.

    Very truly yours,

    U.S. Energy Corp.

    By:
    /s/ Ryan L. Smith

    Name:
    Ryan L. Smith

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
November 3, 2020
Ryan L. Smith
Chief Executive Officer and Chief Financial Officer
U.S. Energy Corp.
675 Bering Dr, Suite 100
Houston, TX 77057
Re:U.S. Energy Corp.
Registration Statement on Form S-1
Filed October 30, 2020
File No. 333-249738
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Loev

United States securities and exchange commission logo
September 24, 2020
Ryan L. Smith
President, Chief Executive Officer and Chief Financial Officer
U.S. ENERGY CORP
675 Bering Dr, Suite 100
Houston, Texas 77057
Re:U.S. ENERGY CORP
Registration Statement on Form S-3
Filed September 18, 2020
File No. 333-248906
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Irene Barberena-Meissner, Attorney Advisor, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David M. Loev, Esq.

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    675
        Bering, Suite 100

        Houston,
        TX 77057

September
24, 2020

    Ms.
    Irene Barberena-Meissner
    VIA
    EDGAR

    Attorney
    Advisor

    Division
    of Corporate Finance

    U.S.
    Securities and Exchange Commission

    100
    F Street, N.E.

    Washington
    D.C. 20549

    Re:
    Request
    for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-248906) of U.S. Energy Corp. (the “Registrant”)

Acceleration
Request

Request
Date: Friday, September 25, 2020

Request
Time: 3:00 p.m. Eastern Time (or as soon thereafter as practicable)

Dear
Ms. Barberena-Meissner:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effectiveness of the above-captioned Form
S-3 Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement
will become effective on Friday, September 25, 2020 at 3:00 p.m., Eastern Time, or as soon thereafter as practicable. The Registrant
hereby authorizes The Loev Law Firm, PC, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The
Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, David M. Loev, of The Loev Law
Firm, PC, at (832) 930-6432.

    Sincerely,

    /s/
    Ryan L. Smith

    Ryan
    L. Smith

    CEO

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 U.S. Energy Corp.

4643 S. Ulster Street, Suite 970

Denver, Colorado 80237

VIA EDGAR

September 21, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

    Attention:
    Loan Lauren P. Nguyen,

    Anuja A. Majmudar

    Re:
    U.S. Energy Corp.

    Registration Statement on Form S-1 (File No. 333-220363)

    Request for Acceleration of Effective Date

Dear Ms. Nguyen and Ms. Majmudar:

U.S. Energy Corp. (the “Company”)
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective
date of the above-referenced Registration Statement (the “Registration Statement”) and declare the Registration
Statement effective at 9:00 a.m., Eastern Time, on September 26, 2017, or as soon thereafter as practicable, pursuant to Section
8(a) of the Securities Act of 1933, as amended.

In connection with this request, 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 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.

The Company respectfully requests that the Commission
notify Peter Grandey at Kutak Rock LLP, at telephone number (303) 292-7853, upon acceleration of effectiveness of the Registration
Statement.

Sincerely,

U.S. ENERGY CORP.

 By: /s/ David Veltri

 Name: David Veltri

 Title: President and Chief Executive Officer

Mail Stop 4628
June 2 , 2017

David A. Veltri
Chief Executive Officer
U.S. Energy Corp.
4643 S. Ulster Street, Suite 970
Denver, CO 80237

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

Dear Mr. Veltri :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Loan Lauren P. Nguyen

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

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        4643 S Ulster St.

        Suite 970

        Denver, CO 80237

        Ph: (303) 993-3200

        www.usnrg.com

May 22, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Loan Lauren P. Nguyen,

          Anuja A. Majmudar

 Re: U.S. Energy Corp.

Preliminary Proxy Statement on Schedule 14A

Filed April 21,2017

File No. 0-06814

Dear Ms. Nguyen and Ms. Majmudar:

This letter sets forth
the responses of U.S. Energy Corp. (the "Company") to the comment letter dated May 12, 2017 from the staff (the
"Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission")
regarding the Staff's review of the Company's preliminary proxy statement on Schedule 14A.

For your convenience,
the Staff's comments have been repeated below in their entirety, with the Company's response to a particular comment set out immediately
underneath it. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment
letter from the Staff. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such
terms in the preliminary proxy statement on Schedule 14A.

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 effective no later than the initial exercise date.” We note that this proposal 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, 2017. 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, please revise your disclosure accordingly.

Response: The Company has added
disclosure on page 15 of the preliminary proxy statement that the Commission will not be able to accelerate the effectiveness of
the Company’s registration statement and the impact to the Company as a result.

 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, specifically 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.

Response: The Company has attached an execution version
of the Common Stock Purchase Warrant as Appendix C reflecting the floor price and containing a conformed signature.

The Company has added disclosure on page 16 of the
preliminary proxy statement that it is specifically seeking shareholder approval under Nasdaq Rule 5635 because the anti-dilution
provisions of the warrant could 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.

Response:
The Company has added disclosure on pages 15 and 17 of the preliminary proxy statement explaining the potential consequences and
impact on the Company if it does not receive shareholder approval for the issuance of the shares and warrants pursuant to the securities
purchase agreement.

Effect of the Purchase
Agreement on Current Shareholders, 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 shareholders approve the share issuance pursuant to the securities purchase agreement.

Response:
The Company has added disclosure on page 17 of the preliminary proxy statement describing the general effect upon the rights of
existing shareholders and the dilutive impact to the shareholders if shareholders approve the share and warrant issuance pursuant
to the securities purchase agreement.

      2

In addition, please
note that, as discussed with Ms. Majmudar in a telephone conversation on May 15, 2017, additional changes have been made to the
proxy statement due primarily to the closing of the sale of the Company’s outstanding secured debt to a private equity group,
as disclosed in the Company’s Form 8-K filed on May 8, 2017. Director resignations and the new composition of the Company’s
board of directors have been disclosed. In addition, the Company now proposes to increase the availability of shares under its
equity incentive plan and is seeking shareholder approval for the increase.

If you have any questions
or comments regarding these responses or require any additional information, please do not hesitate to contact me at 303-993-3200.

    Very truly yours,

    /s/ David Veltri

        David Veltri,

        President & CEO

cc:  Kenneth S. Witt, Kutak Rock LLP

      3

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

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July 27, 2015

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Re:
U.S. Energy Corp. Registration Statement on Form S-3 (File No. 333-204350)

Ladies and Gentlemen:

            Pursuant to Rule 461 under the Securities Act of 1933, as amended, U.S. Energy Corp. (the "Company") hereby requests acceleration of the effective date of the above-referenced Registration Statement, so that it may become effective at 4:00 p.m. Eastern Time on July 29, 2015, or as soon thereafter as practicable.

The Company acknowledges that:

·

Should the Securities and Exchange Commission (the "Commission") or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

The action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; 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 contact John Elofson of Davis Graham & Stubbs LLP at (303) 892-7335 should you have any questions or comments.

Very truly yours,

By:

/s/  Steven D Richmond

Name:

Steven D Richmond

Title:

Chief Financial Officer

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June 16, 2015

BY EDGAR

Loan Lauren P. Nguyen

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-7010

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

Dear Ms. Nguyen:

Set forth below is the response of U.S. Energy Corp. (the "Company") to the comment of the Staff of the Division of Corporation Finance, which was delivered in your letter dated June 10, 2015, on the above-referenced Registration Statement.  The Staff's comment is indicated in bold and is followed by the Company's response.

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.

The outside front cover page of the prospectus included in the Registration Statement has been revised in response to the Staff's comment.

*              *              *              *              *

The Company acknowledges that:

·

Should the Securities and Exchange Commission (the "Commission") or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

The action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; 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.

Should you require further clarification of any of the issues raised in this letter, please contact John Elofson of Davis Graham & Stubbs LLP at (303) 892-7335.  Thank you in advance for your assistance.

Sincerely,

 /s/  Steven D. Richmond

Steven D. Richmond

Chief Financial Officer

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

January 1 7, 2013
Via E -mail
Keith G. Larsen
Chief Executive Officer
U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501

Re: U.S. Energy Corp.
Form 10 -K for the Fiscal Year ended December 31, 2011
Filed March 14, 2012
  File No. 0 -06814

Dear Mr. Larsen:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We urge all persons who are re sponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief

CORRESP
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January 3, 2013

Karl Hiller

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-7010

Re:

U.S. Energy Corp., Form 10-K for the Fiscal Year ended December 31, 2011

Filed March 14, 2012 (File No. 0-06814)

Dear Mr. Hiller:

Set forth below are responses of U.S. Energy Corp. (the “Company”) to the comments of the Staff of the Division of Corporation Finance, which were delivered in your letter dated December 20, 2012 regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “10-K”).

Set forth below are the Staff’s December 20, 2012 comments, indicated in bold, followed by responses on behalf of the Company.

Form 10-K for the Fiscal Year ended December 31, 2011

Business, page 7

Texas and Louisiana, page 12

1.

We note your statement, “The KM Ranch #1H well… had an announced initial gross production rate of 418 BOE/D from 11 fracture stimulation stages.”  The energy equivalency for oil and natural gas is six MCFG per barrel of oil equivalent (BOE) from page 126.  In order to avoid confusion concerning the energy and price equivalency of oil and natural gas, please expand your disclosure of production rates to include the figures for oil and for gas.

Response:

The KM Ranch #1H well was drilled to a total depth of approximately 12,500 feet (~6,000 ft. vertical, ~6,500 ft. horizontal) by Crimson Exploration, Inc. at the Leona River prospect.  It was completed in the second quarter of 2011 and had an announced initial gross production rate of 418 BOE/D (331 barrels of oil per day and 524 MCF per day) from 11 fracture stimulation stages.

Subject to the Staff’s comments, we propose to include both oil and gas production rates in all future production rate disclosures in our future Forms 10-K (beginning with our Form 10-K for the fiscal year ended December 31, 2012).

Properties, page 30

Proved Undeveloped Reserves, page 32

2.

We note that you disclose your proved undeveloped (PUD) reserves as of the beginning and end of 2011 and indicate that some changes were due to the conversion of 79 MBOE to proved developed status.  However, given that you had significant increases in PUD reserves, you should follow the guidance in Item 1203(b) of Regulation S-K which requires the disclosure of “…material changes in proved undeveloped reserves that occurred during the year, including proved undeveloped reserves converted into proved developed reserves.”  Please revise your presentation to identify material changes of PUD reserves due to:  revisions of previous estimates; improved recovery; acquisitions and divestures of properties; extensions and discoveries.

Response:

As of December 31, 2011, we had 980,696 BOE of proved undeveloped reserves, which is an increase of 773,769 BOE, or 474%, compared with 206,927 BOE of proved undeveloped reserves at December 31, 2010.  The increase in proved undeveloped reserves is primarily due to drilling activity in and adjacent to our Bakken/Three Forks acreage.  As a result of this drilling activity, our proved undeveloped reserve locations increased from 3 gross locations at December 31, 2010 to 29 gross locations at December 31, 2011. We invested approximately $4.6 million to convert 79,198 BOE of proved undeveloped reserves to proved developed reserves in 2011 in our Bakken/Three Forks properties.  The following table details the changes in the quantity of proved undeveloped reserves during the year ended December 31, 2011:

Proved Undeveloped Reserves

(BOE)

January 1, 2011

               206,927

Conversion to proved developed reserves

                 (79,198)

Revisions of previous quantity estimates

                  (13,381)

Extensions, discoveries and improved recoveries

                 952,112

Sales of reserves in place

                (85,764)

December 31, 2011

               980,696

Page 2 of 6

As of December 31, 2011, we have no proved undeveloped reserves that have been on the books in excess of five years and we have recorded no material proved undeveloped locations that were more than one direct offset from an existing producing well.  Additionally, no proved undeveloped reserves are scheduled for development beyond five years of booking.  As of December 31, 2011, estimated future development costs relating to proved undeveloped reserves are projected to be approximately $35.9 million over the next five years.

Subject to the Staff’s comments, we intend to include disclosure that is substantively consistent with the above disclosure in our future Forms 10-K (beginning with our Form 10-K for the fiscal year ended December 31, 2012).

3.

We note your statement “As of December 31, 2011, we have no proved undeveloped reserves that have been on the books in excess of five years…”.  Please tell us whether you have PUD reserves that are scheduled for development beyond five years of booking. You may refer to FASB ASC Section 932-235-20 Glossary for the definition of proved undeveloped reserves.

Response:

As of December 31, 2011, we have no PUD reserves that are scheduled for development beyond five years of initial booking.  Subject to the Staff’s comments, we intend to include in our future Forms 10-K disclosure clarifying that we have no proved undeveloped reserves that have been on the books more than five years after the date they were initially booked.

Oil and Gas Production, Production Prices, and Production Costs, page 33

4.

The guidance in Item 1204(a) of Regulation S-K requires separate disclosure of production for an area containing at least 15% of your proved reserves.  As such, it appears that you should disclose the annual production at your Williston Basin area in each of the last three years.

Page 3 of 6

Response:

The following table provides a regional summary of our production for the years ended December 31, 2011, 2010 and 2009:

December 31,

2011

2010

2009

Williston Basin

Oil (Bbls)

                271,939

               282,527

                  64,485

Natural gas (Mcf)

                129,635

                  98,820

                   12,750

Natural gas liquids (Bbls)

                            --

                            --

                            --

BOE

               293,545

               298,997

                   66,610

Gulf Coast / South Texas

Oil (Bbls)

                    16,081

                  20,906

                   15,976

Natural gas (Mcf)

               590,982

               659,085

                454,941

Natural gas liquids (Bbls)

                   19,325

                    19,104

                     5,987

BOE

                133,903

                149,858

                  97,787

Eagle Ford

Oil (Bbls)

                     4,290

                            --

                            --

Natural gas (Mcf)

                     8,479

                            --

                            --

Natural gas liquids (Bbls)

                            --

                            --

                            --

BOE

                     5,703

                            --

                            --

Austin Chalk

Oil (Bbls)

                      8,015

                            --

                            --

Natural gas (Mcf)

                      7,165

                            --

                            --

Natural gas liquids (Bbls)

                            --

                            --

                            --

BOE

                     9,209

                            --

                            --

Total

Oil (Bbls)

               300,325

               303,433

                   80,461

Natural gas (Mcf)

                736,261

               757,905

                467,691

Natural gas liquids (Bbls)

                   19,325

                    19,104

                     5,987

BOE

               442,360

               448,855

                164,397

Subject to the Staff’s comments, we intend to include tabular disclosure that is substantively consistent with the disclosure above in our future Forms 10-K (beginning with our Form 10-K for the fiscal year ended December 31, 2012).

Acreage, page 35

5.

We note that your table of leasehold acreage does not include details of acreage and lease expiration.  Item 1208(b) of Regulation S-K requires the disclosure of material acreage which will expire in the near term, e.g. each of the next three years.  Please expand your disclosure to comply with this requirement.

Page 4 of 6

Response:

As a non-operator, we are subject to lease expiration if any operator does not commence the development of operations within the agreed terms of our leases.  All of our leases for undeveloped acreage summarized in the table below will expire at the end of their respective primary terms, unless we renew the existing leases, establish commercial production from the acreage or some other “savings clause” is exercised.  In addition, our leases typically provide that the lease does not expire at the end of the primary term if drilling operations have been commenced.  While we generally expect to establish production from most of our acreage prior to expiration of the applicable lease terms, there is no assurance that we can do so.  The approximate expiration of our gross and net acres which are subject to expiration between 2012 and 2016 are set forth below:

Williston Basin,

North Dakota and Montana

Southeast Texas and Louisiana

Eagle Ford/Austin Chalk,

Texas

San Joaquin Basin, California

TOTAL

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

2012

             5,099

                   866

               1,281

                    173

                          -

                          -

               1,241

                   496

              7,621

              1,535

2013

           12,591

             4,788

                          -

                          -

                   889

                   445

                       29

                           9

          13,509

             5,242

2014

          16,220

           11,094

                          -

                          -

             2,392

              1,009

             3,320

               1,122

          21,932

          13,225

2015

             6,783

             3,227

                          -

                          -

                   889

                   445

              1,824

                   534

             9,496

             4,206

2016

              1,920

                   770

                          -

                          -

                          -

                          -

                       45

                        17

              1,965

                   787

          42,613

         20,745

               1,281

                    173

              4,170

              1,899

             6,459

              2,178

         54,523

         24,995

Subject to the Staff’s comments, we intend to include disclosure that is substantively consistent with the disclosure above in our future Forms 10-K (beginning with our Form 10-K for the fiscal year ended December 31, 2012).

Exhibit 99.2

6.

On page 3 of the third party reserve report the average adjusted natural gas price used for reserve estimates appears as $8.16/MCF while the benchmark price is $4.118/MMBTU. However, on page 33 of your Form 10-K you disclose that your 2011 average historic received price was $4.85/MCFG.  Please explain to us the adjustments you made to arrive at the $8.16 price used in your estimates.

Page 5 of 6

Response:

The $4.118/MMBTU price used in the December 31, 2011 reserve estimate prepared by Cawley, Gillespie and Associates is specific to our Bakken/Three Forks wells.  The operators of these wells do not break out natural gas liquids sales separately.  They combine all natural gas and natural gas liquids sales and report those sales back to us as natural gas sales only.  Because the natural gas in this region is typically high BTU gas, the price that the operators report to us as natural gas sales is approximately double the first day of month Henry Hub price for natural gas.  Based on actual historical sales prices, Cawley, Gillespie and Associates used a multiplier ranging from 1.962 to 2.149 for Bakken wells operated by Brigham Oil and Gas, L.P. Due to limited historical pricing information, Cawley, Gillespie and Associates used multiplier of 1.976 for Bakken wells operated by Zavanna LLC based on the average multiplier used for wells operated by Brigham Oil and Gas, L.P.

The remaining two reserve reports included in Exhibit 99.2 were prepared by Ryder Scott Company L.P. and Netherland Sewell and Associates, Inc. These reports cover our wells in Texas and Louisiana.  Like the Cawley, Gillespie and Associates reserve report, both Ryder Scott L.P. and Netherland Sewell and Associates, Inc. adjust product prices for each property to

reflect adjustments to the benchmark prices for gravity, quality, local conditions, gathering and transportation fees and/or distance from the market.  The average adjusted natural gas price used in the estimates for these reports is $4.15/MCF and $4.025/MCF, respectively.

The 2011 average historic received price of $4.85/MCF disclosed on page 33 of our Form 10-K is the average price received across all of our properties, including Bakken, Louisiana and Texas wells.

*              *              *              *              *

The Company acknowledges that:

·

it 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

·

it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you require further clarification of any of the issues raised in this letter, please contact the undersigned at (307) 856-9271. Thank you in advance for your assistance.

Sincerely,

/s/ Keith G. Larsen

Keith G. Larsen

Chief Executive Officer

Page 6 of 6

December 20 , 2012
Via E -mail
Keith G. L arsen
Chief Executive  Officer
U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501

Re: U.S. Energy Corp .
Form 10 -K for the Fiscal Year ended December 31, 2011
Filed March 14 , 2012
  File No. 0-06814

Dear M r. 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 advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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.

Form 10 -K for the Fiscal Year ended December 31, 2011

Business, page 7

Texas and Louisiana, page 12

1. We note your statement, “The KM Ranch #1H well… had an announced initial gross
production rate of 418 BOE/D from 11 fracture stimula tion stages.”  The e nergy
equivalency for oil and natural gas is six MCFG per barrel of oil equivalent (BOE) from
page 126.  In order to avoid confusion concerning the energy and price equivalency of oil
and natural gas, please expand your disclosure of production rates to in clude the figures
for oil and for gas.

Keith G. Larsen
U.S. Energy Corp .
December 20, 2012
Page 2

 Properties, page 30

Proved Undeveloped Reserves, page 32

2. We note that you disclose your  proved undeveloped (PUD) reserves as of the beginning
and end of 2011 and indicate that some changes were due to the conversion of 79 MBOE
to proved  developed status.  However, given that you had significant increases in PUD
reserves, you should follow th e guidance in Item 1203(b) of Regulation S -K which
requires the disclosure of “…material changes in proved undeveloped reserves that
occurred during the year, including proved undeveloped reserves converted into proved
developed reserves.”  Please revise y our presentation to identify material changes of PUD
reserves due to:  revisions of previous estimates; improved recovery; acquisitions and
divestures of properties; extensions and discoveries.

3. We note your statement “As of December 31, 2011, we have no p roved undeveloped
reserves that have been on the books in excess of five years…”.  Please tell us whether
you have PUD reserves that are scheduled for development beyond five years of booking.
You may refer to FASB ASC Section 932 -235-20 Glossary for the definition of proved
undeveloped reserves.

Oil and Gas Production, Production Prices, and Production Costs, page 33

4. The guidance in Item 1204(a) of Regulation S -K requires separate disclosure of
production for an area containing at least 15% of your proved reserves.  As such, it
appears that you should disclose the annual production at your Williston Basin area in
each of the last three years.

Acreage, page 35

5. We note that your table of leasehold acreage does not include details of acreage and lease
expiration.  Item 1208(b) of Regulation S -K requires the disclosure of material acreage
which will expire in the near term, e.g. each of the next three years.  Please expand your
disclosure to comply with this requirement.

Exhibit 99.2

6. On page 3 of the  third party reserve report the average adjusted natural gas price used for
reserve estimates appears a s $8.16/MCF while the benchmark price is $4.118/MMBTU .
However, on page 33 of your Form 10 -K you disclose that your 2011 average historic
received price  was $4.85/MCFG.  Please explain to us the adjustments you made to arrive
at the $8.16 price  used in your estimates .

Keith G. Larsen
U.S. Energy Corp .
December 20, 2012
Page 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 all information required under the Securities Act
of 1933 and the Securities Exchange Act of 1934, and that they have provided all information
investors require for an informed investment decision.  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 t hat:
 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 Commission or any person under the federal securities laws of the United States.

You may contact Ronald Winfrey, Petroleum Engineer, at (202) 551 -3704  with questions
about engineering comments , or myself at (202) 551 -3686 .

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

August 23, 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 July 20, 2010 response to comments 3, 4, and 5 from our letter to you dated
July 1, 2010.  Please file the revised report with the amended Form 10-K as soon as it
becomes available.

Exhibit 99.2, Report of Cawley, Gillespie & Associates, Inc.

2. We note your response to comments 6, 7, and 8 fr om our letter to you dated July 1, 2010.
Please file the revised report with the amended Form 10-K.

Keith G. Larsen U.S. Energy Corp.
August 23, 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 comment 9 from our  letter to you dated July 1, 2010.  Please
provide the proposed disclosure where approp riate in the amended Form 10-K that you
file to provide the revi sed engineering reports.
 Compensation Discussion and Analysis, page 18

 4. Insofar as the compensation committee appears to have utilized benchmarking, please provide all the disclosure which Item 402(b )(2)(xiv) of Regulati on S-K requires.
 5. We note your response to comment 11 from our letter to you dated July  1, 2010.  We also
note your statement that the personal goals ar e “quantifiable goals designed to increase
shareholder value.”  Please di sclose the specific personal goals and targets that were set
for each named executive.  See It em 402(b) of Regulation S-K.
 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 and 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.

Keith G. Larsen U.S. Energy Corp. August 23, 2010 Page 3

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

Sincerely,

H. Roger Schwall Assistant Director

February 10, 2011
 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
  File No. 0-06814

Dear Mr. Larsen:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Roger Schwall Assistant Director

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December 21, 2010

Parker Morrill

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-4628

Re:           U.S. Energy Corp. - File No. 0-06814

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 12, 2010

Form 10-K/A for the Fiscal Year Ended December 31, 2009,

Filed December 21, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 29, 2010

Dear Mr. Morrill:

We have reviewed your comment letter of December 16, 2010 and respond as set forth below.

Form 10-K for the Fiscal year Ended December 31, 2009

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

Comment 1:

We note your response to comment 1of our letter to you dated August 23, 2010.  Please provide the revised report in your amended Form 10-K.

Response:

The revised report of Ryder Scott Company, L.P. is filed as an exhibit to the Form 10-K/A.

]

Exhibit 99.2, Report of Cawley, Gillespie and Associate, Inc.

Comment 2:

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

Response:

The revised report of Cawley, Gillespie and Associates, Inc. is filed as an exhibit to the Form 10-K/A.

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

Business Experience and Other Directorships of Directors and Officers, page 15

Comment 3:

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

Response:

Steven Conrad:

The biographical information in the April 29, 2010 Proxy Statement has been updated to disclose Mr. Conrad’s relationship with the three oil and gas drilling funds (as set forth in our response letter of July 20, 2010, regarding comment 9).

As for the new topic (Item 404) in your comment 3 above, about the absence of related party disclosure as for Mr. Conrad in the Proxy Statement filed April 29, 2010, we note as follows:

“Item 404(a):

(a) Transactions with related persons. Describe any transaction, since the beginning of the registrant's last fiscal year, or any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.”

For the period January 1, 2009 through March 12, 2010, Mr. Conrad received no compensation or other payments (in cash or otherwise), directly or indirectly, from U.S. Energy Corp.

The Proxy Statement for the June 2010 Annual Meeting did not disclose payments made or contemplated, because no payments were made in 2009 or contemplated to be made through the date the definitive Proxy Statement was filed (April 29, 2010).  The Proxy Statement did not contain negative disclosure on this matter, which we believe was not required by Schedule 14A.  The 10-K/A now has this negative disclosure (Part III, Item 10, Penultimate paragraph).

Page2of 3

Accordingly, we submit that no Item 404 disclosure is needed as to Mr. Conrad, and that negative disclosure to that effect would be inappropriate.

Personal Goals:

Additionally, the 10-K/A discloses the personal goals of the executives, in conformity with our response of August 31, 2010 to comment 5.

Closing:

We confirm to you that:

·

We are responsible for the adequacy and accuracy of the disclosure in the filings;

·

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

·

We may not assert staff comments as a defense in any proceeding initiated by the Commission or by any person under the federal securities laws of the United States.

If you have any questions in the course of review, please contact me at the above phone number, scott@usnrg.com, or our counsel, Steve Rounds, at 303.377.6997, or by e-mail to him at sercounsel@msn.com.

Sincerely,

/s/ Robert Scott Lorimer

Robert Scott Lorimer,

CFO/V.P. Finance

Page3of 3

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

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August 31, 2010

Parker Morrill

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-4628

Re:           U.S. Energy Corp. - File No. 0-06814

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

Supplemental Information

Dear Mr. Morrill:

We have reviewed your comment letter of August 23, 2010 and respond as set forth below.  Because of the uncertainty of how to respond to some of the comments, we do not wish to make any filings on Edgar until we attained resolution of all comments.

Form 10-K for the Fiscal year Ended December 31, 2009

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

Comment 1:

We note your July 20, 2010 response to comments 3, 4, and 5 from our letter to you dated July 1, 2010.  Please file the revised report with the amended Form 10-K as soon as it becomes available.

Response:

We have received Ryder Scott’s revised report.  Ryder Scott has been advising us that they were in discussions with the staff (probably the Office of Engineering, though we are not certain of this) about the scope of changes requested to be made by Ryder Scott for a number of their clients, including U.S. Energy.  We are including Ryder Scott’s revised report, Exhibit A, with this letter, and a copy of their original report, Exhibit B, filed in the Form 10-K for convenient reference.  We are not sure of all the changes which were made in the revised report, so we are providing both for your consideration of the adequacy of the revised report in light of your comment. Since we are not in position to make the determination, we would appreciate you’re advising us if the revised report is indeed responsive.

Exhibit 99.2, Report of Cawley, Gillespie and Associate, Inc.

Comment 2:

We note your response to comments 6, 7, and 8 from our letter to you dated July 1, 2010 Please file the revised report with the amended Form 10-K.

Response:

Cawley, Gillespie also has provided a revised report, which will be filed as an exhibit to the Form 10-K/A.

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

Business Experience and Other Directorships of Directors and Officers, page 15

Comment 3:

We note your response to comment 9 from our letter to you dated July 1, 2010.  Please provide the proposed disclosure where appropriate in the amended Form 10-K that you file to provide the revised engineering reports.

Response:

Mr. Conrad was not a director at December 31, 2009, nor, at that date, had he been recommended by the Nominating Committee for nomination as a director for inclusion in the proxy statement for the June 2010 annual shareholders meeting.  However, it does not seem inappropriate for U.S. Energy to make the requested disclosure in Part III, Item 10 of the Form 10-K/A, which also will file the revised independent engineers’ reports.

Compensation Discussion and Analysis, page 18

Comment 4:

Insofar as the compensation committee appears to have utilized benchmarking, please provide all the disclosure which Item 402(b)(2)(xiv) of Regulation S-K requires.

Response:

As stated in our initial response to this comment, U.S. Energy does not engage in benchmarking. In support of this position, we advise you as follows:

In March 2009, the Compensation Committee drafted and proposed to the full Board of Directors the adoption of the Performance Compensation Plan (the PCP”), which was adopted in April 2009.  The PCP was first disclosed in the proxy statement for the 2009 annual shareholders meeting, and again in the proxy statement for the 2010 annual shareholders meeting.  To date, there have been no changes in how, or how much, we compensate the executives since implementation of the PCP in 2009.

Page 2 of 5

In fourth quarter 2008, the Compensation Committee requested, and management prepared an analysis of reports and proxy statements filed by 121 public companies in the Industrial Metals and Minerals, Independent Oil and Gas, and Oil and Gas Exploration sectors.  The data base companies had market capitalizations of $50 million to $100 million; 33% were United States companies and 67% were Canadian companies.  Canadian companies were included because U.S. Energy is in the mining-mineral exploration industry (the Mt. Emmons molybdenum property in Colorado), and there are many more mining companies in Canada than the United States.  The survey covered oil and gas companies because we had initiated oil and gas exploration activities in 2008, and a large number of oil and gas companies of similar size and market capitalization are located in Canada.

The analysis, which was only a survey, looked at (a) base salary compensation, (b) annual increases, (c) equity compensation and (d) bonuses in the group of companies.  The survey also showed a wide-spread prevalence of employment contracts between companies and their executives.

The survey was used only as a basis to determine if the various elements of compensation paid by U.S. Energy (base salary under written employment agreements, cash bonuses, and equity awards) generally were within the ranges reported by the compared group.  Overall, the survey confirmed that U.S. Energy’s compensation package was not materially different in terms of the types of categories, or average ranges within each category, from those reported by the compared companies.

U.S. Energy has not adopted any element of executive compensation, or changed any of the existing compensation elements, or paid executives because of, the compared companies’ performance.  Further, the only element of executive compensation that has been implemented since the late 2008 survey was completed, was the PCP.  There is no benchmarking metric in the PCP, and the Compensation Committee did not take into account the survey to justify or provide other foundation for the PCP.

Further, the Compensation Committee has not based any of its discrete compensation decisions (for an example, whether the Company has met a threshold in the PCP) upon, or justified such decisions with reference to, how any other company, public or private, has performed, or paid its executives.

We believe the above, in light of the Division’s answer to question 118.05 in its Compliance Disclosure and Interpretations, confirms our view that U.S. Energy is not engaged in benchmarking.

“Question: Item 402(b)(2)(xiv) provides, as an example of material information to be disclosed in the Compensation Discussion and Analysis, depending on the facts and circumstances, "[w]hether the registrant engaged in any benchmarking of total compensation, or any material element of compensation, identifying the benchmark and, if applicable, its components (including component companies)." What does "benchmarking" mean in this context?

Answer: In this context, benchmarking generally entails using compensation data about other companies as a reference point on which — either wholly or in part — to base, justify or providea framework for a compensation decision.  It would not include a situation in which a company reviews or considers a broad-based third-party survey for a more general purpose, such as to obtain a general understanding of current compensation practices. [emphasis added]

Page 3 of 5

Even though U.S. Energy set up its own survey and analysis, instead of reviewing or considering a third party survey, we do not believe that this difference makes the Division’s position inapplicable here.  As a result, we do not believe it necessary to make any changes to the 2010 proxy statement disclosure.  However, we have noted a typographical error in that disclosure.  “In the first quarter 2010 . . .” should have read “In the fourth quarter 2008 . . .”   We will make that change in the next proxy statement (for the June 2011 annual meeting).  We do not think that this error warrants immediate rectification, because, as stated above, the survey was not utilized in implementing the PCP or making any other change to executive compensation.

Comment 5:

We note your response to comment 11 from our letter to you dated July 1, 2010.  We also note your statement that the personal goals are “quantifiable goals designed to increase shareholder value.”  Please disclose the specific personal goals and targets that were set for each named executive.  See Item 402(b) of Regulation S-K.

Response:

We propose making the following disclosures under Part III, Item 11 of the Form 10-K/A.

Each of U.S. Energy’s four executives is eligible for an annual cash bonus based on the PCP, under which a maximum of 10% of base pay is allocated for attainment of personal goals, and the remaining 90% is allocated to various other non-personal goals.  The personal goals are set annually by each executive, then reviewed for accomplishment by the other executives and ultimately approved, or not approved, by the Compensation Committee.  The goals for 2009 were as follows:

Keith G. Larsen, Chief Executive Officer, and Mark J. Larsen, President and Chief Operating Officer

Maintain a hard working and knowledgeable employee staff; preserve cash and maximize yield on cash investments; develop a strong investor relations program to sustain and increase market interest in the Company’s stock; increase oil and gas production to an equivalent of 700 barrels per day by December 31, 2009; obtain long term financing for Remington Village; participate in alternative renewable energy investments; continue the search for either an oil and gas acquisition target or purchase existing production; insure long term advancement of the Mt. Emmons molybdenum project; and meet the departmental and corporate annual budgets.

Robert Scott Lorimer, Chief Financial Officer

Improve clarity of disclosures in SEC filings; help improve communications to shareholders and the market on U.S. Energy’s complimentary business focus (oil and gas for recurring revenues, Mt. Emmons for long-term potential); serve on management committees for the Mt. Emmons and geothermal projects; keep all audit and quarterly financial statement review adjustments to less than five per year, with no material weaknesses for internal controls; attend seminars on upcoming IFRS implementation matters; and cross-train accounting staff for general ledger responsibilities.

Page 4 of  5

Steven R. Youngbauer, General Counsel and Secretary

Advise management and the Board of Directors on corporate governance and legal issues to achieve the Company’s business strategy, increase shareholder value, and minimize litigation exposure; draft, review and negotiate contracts for the Company’s business as directed; advise management on compliance and enforcement of existing agreements; manage outside legal counsel in all legal matters by providing guidance, coordination and oversight to achieve a ten percent reduction on the Company’s budget for overall legal costs  during the year.

Closing:

We confirm to you that:

·

We are responsible for the adequacy and accuracy of the disclosure in the filings;

·

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

·

We may not assert staff comments as a defense in any proceeding initiated by the Commission or by any person under the federal securities laws of the United States.

If you have any questions in the course of review, please contact me at the above phone number, scott@usnrg.com, or our counsel, Steve Rounds, at 303.377.6997, or by e-mail to him at sercounsel@msn.com.

Sincerely,

/s/ Robert Scott Lorimer

Robert Scott Lorimer,

CFO/V.P. Finance

Page 5 of 5

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July 20, 2010

Parker Morrill

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-4628

Re:           U.S. Energy Corp. - File No. 0-06814

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

Form 10-Q for the Quarterly Period Ended March 31, 2010

Dear Mr. Morrill:

We are in receipt of your above referenced letter relating to the periodic reports and proxy statement.  It is our understanding that on July 6, 2010, you discussed some of the comments with Stephen Rounds, our outside securities counsel.  Below is the text of the staff comments, and our proposed responses and the timing thereof, taking into account the discussion with Mr. Rounds.

As an overview and in line with your discussion with Mr. Rounds, we are providing proposed disclosure for the staff’s consideration.  When we have come to agreement with the staff on content, we believe it appropriate to make all disclosures on a going forward basis.  Exceptions would be reserve determination technologies (comment 2) and filing revised engineering reports, which we propose to file by Form 10-K/A when we have both revised reports in hand (as discussed below) and have resolved with the engineers the reserve determination technologies issue.

General

1.

In light of recent events in the Gulf of Mexico, please review your disclosure to ensure that you have disclosed all material information regarding your potential liability in the event that your employees or your working partners are involved in an event that leads to property damage, personal injury, death or the discharge of hazardous materials into the environment.  For example, and without limitation, please address the following:

Page 1 of 10

·

Disclose your insurance coverage with respect to any liability related to any such event.  Such disclosure should address the types of claims covered, and the applicable policy limits and deductibles.  For example, and without limitations, such disclosure should address your insurance coverage with respect to any liability related to any resulting negative environmental effects.

·

Disclose your related indemnification obligations and those of your customers, if applicable.

Such disclosure should be set forth in the “Business” section of your annual report and in the “Risk Factors” and MD&A sections of your periodic reports, as applicable.  Please provide a sample of your proposed disclosure for our review.  In responding to this comment, please consider all your current and planned operations, not just those involved in offshore operations.

Response:

The Company’s potential liability exposure lies in five areas: Non-operated oil and gas exploration and production (mostly onshore, with some offshore-shallow water wells); a non-operated mineral property in the permitting-exploration stage (the Mt. Emmons molybdenum property in Colorado); a residential multi-family housing complex in Wyoming (owned and operated by the Company through a wholly-owned subsidiary); the operation of our corporate aircraft, and property damage and liability associated with the ownership of other corporate assets.

We propose to make all the following disclosures for the next Form 10-K for year ending December 31, 2010.  The additional risk factor would be disclosed in the next filed Form 10-Q (for period ended June 30, 2010).

New Risk Factor:

Insurance may be insufficient to cover future liabilities.  Our business is focused in three areas, each of which presents potential liability exposure: Oil and gas exploration and development; permitting and limited exploration of the Mt. Emmons molybdenum property; and a residential multi-family housing complex in Gillette, Wyoming.  We also have potential exposure in connection with the Company’s corporate aircraft and general liability and property damage associated with the ownership of other corporate assets.  We rely on the operators of our oil and gas and mineral properties to obtain and maintain liability insurance for our working interest in the properties.  We maintain insurance policies for the liability of and damage to our multifamily housing complex, corporate aircraft and general corporate assets.

We also have separate policies for liability and environmental exposures of the water treatment plant at the Mt. Emmons project.  These policies provide coverage for bodily injury and property damage as well as costs to remediate events adversely impacting the environment.

Page 2 of 10

We would be liable for claims in excess of coverage.  If uncovered liabilities are substantial, payment thereof could adversely impact the Company’s cash on hand, resulting in possible curtailment of operations.  See “Business – Insurance” elsewhere in this Report.  As of the date of this Report, we know of no claims related to any of our properties.

New Business Disclosure:

Insurance

The Company has the following insurance coverage:

General

A general liability policy provides $1 million of liability coverage per occurrence, $2 million general aggregate limit and a $10 million commercial excess liability policy.  These policies cover bodily injury and property damage, but do not cover all potential liabilities for Company activities.  Accordingly, we have additional policies related to other areas of our business.

Oil and Gas Exploration and Development

Pursuant to the Joint Operating Agreements (“JOAs”) between the Company and each operator of the properties where we hold working interests, each working interest owner is responsible for paying its share of costs and expenses related to operations.  The liability of the parties is several, not joint or collective, and the relationship between the parties is not a partnership.  None of the JOAs provide for indemnification between the parties.

The JOAs also require the operator to obtain and maintain liability insurance for the benefit of all the working interest owners (premiums are paid pro rata by the working interest owners).  Policies currently in place provide $1 million per event, $2 million general aggregate liability coverage, $1 million auto insurance, excess coverage (overlaying the preceding) of $5 million to $20 million and $5 million to $15 million for “operator’s extra expense” (control of well).  Premiums are paid by the working interest owners pro rata to ownership.

The Company is currently seeking bids on well control, general liability and property loss over and above the amount carried by the operators of the Company’s oil and gas and mineral properties.

Page 3 of 10

Mt. Emmons

The Company is responsible for all costs to operate the water treatment plant at the Mt. Emmons project until Thompson Creek Metals (“TCM”) elects to exercise its option to own an interest in the property.  We maintain an insurance policy for our benefit in the amounts of $1 million per event, $2 million aggregate general liability, $1 million automobile liability, $10 million environmental impairment liability, and $10 million excess liability (an upper limit on the coverage other than environmental).

U.S. Energy is an additional insured under TCM’s policies with respect to operations at Mt. Emmons not related to the water treatment plant, with policy limits of $1 million per event, $2 million general aggregate liability, and excess liability of $10 million.

We believe the above insurance is sufficient in the current permitting-exploration stage of the Mt. Emmons project.  Additional insurance will be obtained as the level of activity in exploration and development expands.

Corporate Aircraft

The Company maintains a $20 million per event liability policy on its corporate aircraft.  We also maintain physical damage insurance, $200,000 and $4.0 million, on the aircraft which approximates their replacement value.

Remington Village

We have a policy covering $1 million each event, $2 million general aggregate liability and a $9 million of excess liability policy.  The deductibles are $1,000 ($5,000 retained limited) per event.  We maintain $20.4 million of coverage for the real property written on a Special Form/Replacement Cost basis.

New MD&A Disclosure under Liquidity and Capital Resources:

We have liability insurance coverage in amounts deemed sufficient and in line with industry standards for the location, stage, and type of operations in oil and gas, mineral property development (the Mt. Emmons molybdenum project), and the Remington Village housing complex.  Payment of substantial liabilities in excess of coverage could require diversion of internal capital away from regular business, which could result in diminished operations.  We have property loss insurance on all major assets equal to the approximate replacement value of the assets.

Form 10-K for the Fiscal year Ended December 31, 2009

Properties

Oil and Natural Gas, page 27

Page 4 of 10

2.

We note that you have made material additions to your reserve estimates.  Please provide a discussion of the technologies you used to establish the appropriate level of certainty for reserves estimates from material properties included in the total reserves disclosed, pursuant to Item 1202(a)(6) of Regulation S-K.

Response:

The Company does not employ reserve engineers.  We rely on well data provided by the operators of each of our oil and gas properties.  Changes to reserve estimates are calculated by independent reserve engineers (the same ones that report on the operators’ reserves, but separately engaged by us for our internal and SEC reporting needs).

Specifically in response to this comment 2, we note that the subject Form 10-K has the following disclosure:

“Item 2 – Properties

Oil and Natural Gas

The following table sets forth our net proved reserves as of the dates indicated.  Our reserve estimates as of December 31, 2009 are based on reserve reports prepared by Ryder Scott Company, L.P. (“Ryder Scott”), and Cawley, Gillespie & Associates, Inc. (“CGA”).  Our reserve estimates as of December 31, 2008 are based on a reserve report prepared by Ryder Scott Company, L.P.  Ryder Scott and CGA are nationally recognized independent petroleum engineering firms.  Ryder Scott is a Texas Registered Engineering Firm (F-1580) and CGA is a Texas Registered Engineering Firm (F-693).  Ryder Scott prepared the estimates related to our Gulf Coast Basin, including Louisiana and Texas properties and CGA prepared the estimates or our North Dakota properties.  The reserve estimates were based upon the review by the relevant engineering firm(s) of production histories and other geological, economic, ownership and engineering data, as provided by us and by the operators.  Copies of these reports are filed as exhibits to this Annual Report.

We do not have in-house geological, geophysical and reserve engineering expertise.  We therefore primarily rely on the operators of our producing wells who provide production data to our contract reserve engineers.  Once the reserve engineers have reviewed all data and established preliminary reserves for the operators of the wells for which we rely on the operator, they also prepare a standalone report for us.”

We submit that current disclosure is sufficient.  Please advise if you concur.  If you do not, please provide guidance for different disclosure that would be consistent with the fact that we do not employ reservoir engineers.

Page 5 of 10

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

3.

The closing paragraph states in part that the report “was prepared for the exclusive use and sole benefit of U.S. Energy Corp., and may not be put to other use without our prior written consent for such use.”  As Item 1202(a)(8) of Regulation S-K requires the report, please obtain and file a revised version which retains no language that could suggest either a limited audience or a limit on potential investor reliance.

4.

We refer you to Items 1202(a)(8)(iv); 1202(a)(8)(viii) of Regulation S-K.  Please obtain and file a revised report from Ryder Scott which includes the following:

·

a statement that the consultant has used all methods and procedures as it considered necessary under the circumstances to prepare the report;

·

a discussion of the possible effects of regulation on the ability of the registrant to recover the estimated reserves; and

·

a statement that the assumptions, data, methods, and procedures used in the report are appropriate for the purpose served by the report.

5.

In the revised report you obtain, ensure that there is appropriate disclosure of the relevant benchmark prices and weighted average prices from the total company reserve report.  See Item 1202(a)(8)(v) of Regulation S-K.  Such weighted average prices should be provided by the geographic area required to be provided in the reserves table, pursuant to Item 1202(a)(2) of Regulation S-K.

Response to Comments 3, 4 and 5:

We have reviewed this request with Ryder Scott but as of the date of this response, we have not received a revised report from Ryder Scott.  We propose filing this report on Form 10-K/A, as soon as we receive Ryder Scott’s revised report.

Exhibit 99.2, Report of Cawley, Gillespie & Associates, Inc.

6.

Disclose the qualifications of the technical person primarily responsible for overseeing the preparation of the reserves estimates.  Refer to Item 1202(a)(7) of Regulation S-K.

7.

The report states that the methods employed in estimating reserves are described in page 4 of the Appendix.  The Appendix describes four methods generally but does not indicate which methods were actually used to estimate your reserves.  Please obtain a revised report that specifically indentifies the methods used to prepare your reserves.

Page 6 of 10

8.

We note the statements in the report on page 2 that state “Possible environmental liability related to the properties has not been investigated nor considered,” and “The possible effects of changes in legislation or other Federal or State restrictive actions which could affect the reserves and economics have not been considered.”  Please obtain a revised report that provides a discussion of the possible effects of regulation on the ability of the registrant to recover the estimated reserves, pursuant to Item 1202(a)(8)(vi).

Response to Comments 6, 7 and 8:

We have received a revised report from Cawley Gillespie, attached to this letter (with changes highlighted by Cawley), with changes requested by the staff.   We believe the changes are responsive, and propose filing Cawley, Gillespie’s revised report by Form 10-K/A at the same time we receive Ryder Scott’s revised report (see response to comments 3, 4 and 5).

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

Business Experience and Other Directorships of Directors and Officers, page 15

9.

Revise the biographical sketch for Mr. Conrad to identify the three oil and gas drilling funds with which he has served as Co-General Partner for the past five years.

Response:

We propose including the following disclosure in the Company’s next proxy statement:

For the past five years, Mr. Conrad has been, directly or indirectly a managing member of three privately-held oil and gas partnerships.  The partnerships, and his interest in them, are as follows:

·

Mr. Conrad is a co-managing member of Conrad Wildes Development GP, L.L.C. (the “Development LLC”).  The Development LLC is the general partner of the Conrad Wildes Development Program, LTD

·

Mr. Conrad is the co-managing member of Conrad Wildes Oil & Gas II, LLC and W. S. Vecta Exploration, LLC.

There is no relationship between U.S. Energy and these two partnerships.

In 2007, U.S. Energy Corp. entered into a Transfer Agreement with Wildes Exploration Mid-Miocene, LP (“WEMM”).  Mr. Conrad owns approximately 50% of WEMM which is entitl

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July 15, 2010

Parker Morrill

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-4628

Re:           U.S. Energy Corp. - File No. 0-06814

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

Form 10-Q for the Quarterly Period Ended March 31, 2010

Dear Mr. Morrill:

We have prepared responses to all of the staff’s comments, but are in the process of tying down the details (categories and limits of coverage, premiums, etc.) of the several insurance policies which cover U.S. Energy’s liabilities in oil and gas, energy-related residential housing, and mineral property work (the company’s three operations segments).

Because there are multiple parties we need to talk to in order to complete the details, we will not be in position to file the complete response to comments today.  However, we fully expect to file by the close of business on or before Wednesday, July 21 2010.

Our counsel will call you to advise of this position, and also when the response has been Edgar filed.

Thank you.

U.S. Energy Corp.

/s/ Robert Scott Lorimer

Chief Financial Officer

July 1, 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 Form 10-Q for the Quarterly Period Ended March 31, 2010 Filed May 10, 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.

General

1. In light of recent events in the Gulf of Me xico, please review your disclosure to ensure
that you have disclosed all material informa tion regarding your poten tial liability in the
event that your employees or your working partners are involved in an  event that leads to
property damage, personal injury, death or th e discharge of hazardous materials into the
environment.  For example, and without  limitation, please ad dress the following:

• Disclose your insurance coverage with resp ect to any liability related to any such
event.  Such disclosure should address the types of claims covered, and the applicable
policy limits and deductibles.  For example,  and without limitation, such disclosure

Keith G. Larsen
U.S. Energy Corp.
July 1, 2010 Page 2
should address your insurance coverage with respect to any liabili ty related to any
resulting negative environmental effects.
• Disclose your related indemnification oblig ations and those of your customers, if
applicable.

Such disclosure should be set forth in the “Business” section of your annual report and in the “Risk Factors” and MD&A s ections of your periodic repo rts, as applicable.  Please
provide a sample of your proposed disclosure  for our review.  In responding to this
comment, please consider all your current and planned operations, not just those involved
in offshore operations.
 Form 10-K for the Fiscal year Ended December 31, 2009

 Properties

Oil and Natural Gas, page 27
 2. We note that you have made material additions  to your reserve estima tes.  Please provide
a discussion of the technologies you used to establish the appropriate  level of certainty
for reserves estimates from material propertie s included in the total reserves disclosed,
pursuant to Item 1202(a)(6) of Regulation S-K.
 Exhibit 99.1, Report of Ryder Scott Company, L.P.

 3. The closing paragraph states in part that the report “was prepared for the exclusive use and sole benefit of U.S. Energy Corp., and ma y not be put to other use without our prior
written consent for such use.”  As Item 1202(a)(8) of Regulation S- K requires the report,
please obtain and file a revised version wh ich retains no language that could suggest
either a limited audience or a lim it on potential investor reliance.
4. We refer you to Items 1202(a)(8)(iv); 1202(a)(8)(vi); and 1202(a)(8)(v iii) of Regulation
S-K.  Please obtain and file a revised re port from Ryder Scott which includes the
following:
• a statement that the consultant has used all methods and procedures as it considered
necessary under the circumstan ces to prepare the report;

• a discussion of the possible effects of regula tion on the ability of the registrant to
recover the estimated reserves; and

• a statement that the assumptions, data, met hods, and procedures used in the report are
appropriate for the purpose served by the report.

Keith G. Larsen
U.S. Energy Corp.
July 1, 2010 Page 3  5. In the revised report you obtain, ensure that ther e is appropriate disclo sure of the relevant
benchmark prices and weighted  average prices from the tota l company reserve report.
See Item 1202(a)(8)(v) of Regul ation S-K.  Such weighted  average prices should be
provided by the geographic area required to be provided in the reserves table, pursuant to
Item 1202(a)(2) of Regulation S-K.
 Exhibit 99.2, Report of Cawley, Gillespie & Associates, Inc.

 6. Disclose the qualifications of  the technical person primarily responsible for overseeing
the preparation of the reserves estimates.  Refer to Item 1202(a)(7) of Regulation S-K.
 7. The report states that the methods employed in  estimating reserves are described in page
4 of the Appendix.  The Appendix describes f our methods generally but does not indicate
which methods were actually used to estimat e your reserves.  Please obtain a revised
report that specifically identifies the me thods used to prepare your reserves.

8. We note the statements in the report on page 2 that state “Possible environmental liability
related to the properties has not been investigated nor c onsidered,” and “The possible
effects of changes in legislation or other Fe deral or State restrictive actions which could
affect the reserves and economics have not b een considered.”  Pl ease obtain a revised
report that provides a discussion of the possibl e effects of regulation on the ability of the
registrant to recover the estimated rese rves, pursuant to Item 1202(a)(8)(vi).
 Definitive Proxy Statement on Schedule 14A filed April 29, 2010

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

9. Revise the biographical sketch for Mr. Conrad  to identify the three oil and gas drilling
funds with which he has served as co-Gener al Partner for the past five years.
 Compensation Discussion and Analysis, page 18

10. We note that “the Compensation Committee has determined that the compensation
package generally is consistent with comp ensation arrangements at similarly-sized
corporations in the oil and ga s and minerals business.”  Plea se explain the criteria you use
to identify “similarly-sized corporations” and name the companies that the Committee
examined to make its determination.
11. Discuss in further detail the personal goals of  each executive that comprise the Personal
Goals portion of the Perfor mance Compensation Plan.

Keith G. Larsen
U.S. Energy Corp. July 1, 2010 Page 4  Form 10-Q for the Quarterly Period Ended March 31, 2010

 General

12. In light of the recent events in the Gulf of Mexico, be sure to include appropriate risk
factor disclosure to address any material di fficulty you may encounter in that area related
to these events, including the possible e ffects of government action or pending and
proposed regulation, or explai n why you have not yet includ ed such a risk factor.
 Closing Comments

              We urge all persons who are res ponsible for the 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 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 Commission or any person under the federal securities laws of the United
States.

You may contact Craig Arakaw a at (202) 551-3650 or Kimber ly Calder, Assistant Chief
Accountant, at (202) 551-3701 if you have que stions regarding comments on the financial
statements and related matters.  Please cont act Parker Morri ll at (202) 551-3696 or, in his
absence, Timothy Levenberg, Special Counsel, at  (202) 551-3707 with any other questions.

Sincerely,

H. Roger Schwall Assistant Director

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628

October 5, 2009

Mr. Robert Scott Lorimer Chief Financial Officer U.S. Energy Corp. 877 North 8
th West
Riverton, WY  82501
 Re: U.S. Energy Corp.
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 13, 2009
File No. 000-06814

  Dear Mr. Lorimer:

We have completed our review of your Form 10-K and have no further comments
at this time.
         S i n c e r e l y ,            Karl Hiller        B r a n c h  C h i e f

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October 1, 2009

Lily Dang

Joanna Lam

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

U.S. Energy Corp.

Supplemental Response Number 2 to September 8, 2009 Comment Letter

File Number 000-06814:

Form 10-K for the Fiscal Year Ended December 31, 2008 (filed March 13, 2009)

Form 10-K/A for the Fiscal Year ended December 31, 2008 (filed April 2, 2009)

Form 10-Q for the Fiscal Quarter Ended March 31, 2009 (Filed May 8, 2009)

Dear Ms. Dang:

We appreciate the opportunity of visiting with you by phone regarding our responses to the comment letters we have received relating to the Form 10-K and 10-K/A for the year ended December 31, 2008 and Form 10-Q for the Quarter ended March 31, 2009 for U.S. Energy Corp.

After our review and discussion of  Rule 4-10(c)(4)(i) of Regulation SX we will broaden our disclosure of Significant Accounting Policies for Long Lived Assets, Mineral Properties and Oil and Gas Properties to include the following disclosure in all future Form 10K and Form 10Q filings:

The Company follows the full cost method in accounting for its oil and gas properties. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and gas properties are capitalized and accumulated in a country-wide cost center. This includes any internal costs that are directly related
to development and exploration activities, but does not include any costs related to production, general corporate overhead or similar activities. Proceeds received from disposals are credited against accumulated cost except when the sale represents a significant disposal of reserves, in which case a gain or loss is recognized. The sum of net capitalized costs and estimated future development and dismantlement costs for each cost center is depleted on the equivalent unit-of-production method, based on proved
oil and gas reserves. Excluded from amounts subject to depletion are costs associated with unevaluated properties.

United States Securities and

     Exchange Commission

October 1, 2009

Page 2

Under the full cost method, net capitalized costs are limited to the lower of unamortized cost reduced by the related net deferred tax liability and asset retirement obligations or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenue, discounted at 10% per annum, from proved reserves,
based on unescalated year-end prices and costs, adjusted for contract provisions, financial derivatives that hedge the Company’s oil and gas revenue and asset retirement obligations, (ii) the cost of properties not being amortized, (iii) the lower of cost or market value of unproved properties included in the cost being amortized less (iv) income tax effects related to differences between the book and tax basis of the natural gas and crude oil properties. If the net book value reduced by the related net
deferred income tax liability and asset retirement obligations exceeds the cost center ceiling limitation, a non-cash impairment charge is required in the period in which the impairment occurs.

The Company will also expand its Footnote disclosure relating to Oil and Gas Properties.  Using December 31, 2008 as an example we will provide the following additional disclosure in our Oil and Gas Footnote to Financial Statements:

Ceiling Test Analysis

The Company performs a quarterly ceiling test for each of its oil and gas cost centers, which in 2008, there was only one.  The ceiling test incorporates assumptions regarding pricing and discount rates at quarter end and over which management has no influence in the determination of present value.  In arriving
at the ceiling test for the year ended December 31, 2008, the Company used $41.41 per barrel for oil and $5.88 per Mcf for natural gas to compute the future cash flows of the Company’s producing property.  The discount factor used was 10%.

At December 31, 2008 the ceiling was in excess of the net capitalized costs as adjusted for related deferred income taxes and no impairment was required.  Furthermore as of year-end there were no unproved properties that were considered to be impaired and reclassified to properties being amortized.  Management will
continue to review its unproved properties based on market conditions and other changes and if appropriate unproved property amounts may be reclassified to the amortized base of properties within the full cost pool.

We will also include all responses noted in our Response Letters dated August 13, 2009 and September 22, 2009 in all future Form 10K and Form 10Q filings.  It is our understanding that we will not be required to amend prior filings.

United States Securities and

     Exchange Commission

October 1, 2009

Page 3

Closing Comments:

Response:  Management of the Company acknowledges 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 Commission or any person under the federal securities law as of the United States.

We appreciate your review and comments.  In the event that further disclosure is required, please send further comments to me at FAX (307) 857-3050 with a copy to our SEC counsel, Steve Rounds at FAX (303) 377-0231.  Should you wish to discuss the proposed disclosures set forth above, prior to issuing further comments,
please call Mr. Rounds at (303) 377-6997.

Sincerely,

/s/ Robert Scott Lorimer

Robert Scott Lorimer,

CFO/V.P. Finance

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September 22, 2009

Joanna Lam

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

U.S. Energy Corp.

Supplemental Response to September 8, 2009 Comment Letter

File Number 000-06814:

Form 10-K for the Fiscal Year Ended December 31, 2008 (filed March 13, 2009)

Form 10-K/A for the Fiscal Year ended December 31, 2008 (filed April 2, 2009)

Form 10-Q for the Fiscal Quarter Ended March 31, 2009 (Filed May 8, 2009)

Dear Ms. Lam:

We are in receipt of your above referenced letter relating to the Form 10-K and 10-K/A for the year ended December 31, 2008 and Form 10-Q for the Quarter ended March 31, 2009 for U.S. Energy Corp.  Please find below the text of staff comments and our proposed responses.

Overview.  If you find the responses to accounting comments satisfactory, we propose to include similar disclosures in periodic reports going forward.  We submit that the changes in disclosure are not so substantial as to require amending the last 10-K
and the first quarter 10-Q.

Form 10-K for the Fiscal Year Ended December 31, 2008

Financial Statements

Note B – Summary of Significant Accounting Policies, page 72

Oil and Gas Properties, page 75

1.

We note your revised disclosure responding to prior comment 2 regarding your ceiling test computation.  Please further expand your disclosure to distinguish the details between points (B) and (C) of Rule 4-10(c)(4)(i)of Regulation S-X.

Additionally, tell us the extent your accounting would need to change and the impact on your financial statements to comply with the ceiling test requirements under Rule 4-10(c)(4)(i) of Regulation S-X.

United States Securities and

Exchange Commission

September 22, 2009

Page 2

Full cost pool capitalized costs are amortized over the life of production of proven properties.  Capitalized costs at June 30, 2009 and December 31, 2008 which were not included in the amortized cost pool were $3.2 million and $3.0 million, respectively.  These costs consist of seismic costs that are being analyzed
for potential drilling locations as well as land costs and are related to unproved properties.  No capitalized costs related to unproved properties are included in the amortization base at June 30, 2009 and December 31, 2008.  It is anticipated that these costs will be added to the full cost amortization pool in the next two years as properties are evaluated, drilled or abandoned.

As indicated in our response to comment 3, we will expand our disclosures in the third quarter Form 10-Q and the 2009 Form 10-K to include the above explanations.

As no impairment existed at December 31, 2008, our accounting at December 31, 2008 would not change and there would be no impact on the financial statements (please see response to comment 2 below).

Long-lived Assets, page 75

2.

We note your response to prior comment 3, explaining the assumptions you used to assess the impairment of your long-lived assets and your impairment assessment results for the first and second quarters of 2009.  Please also address how you reached no impairment conclusion on your oil and gas properties under the full cost ceiling test as of December 31,
2008, as requested in our prior comment 3, noting that your standardized measure of discounted future net cash flows relating to proved oil and gas reserves of $3.3 million as disclosed on page 88 is significantly less than your oil and gas properties capitalized cost balance of $7.9 million as disclosed on page 86.

In applying the full cost method, the Company performs an annual and quarterly ceiling tests on the cost center properties whereby the net cost of natural gas and oil properties, net of related deferred income taxes (“net cost”), is limited to the sum of the estimated future net revenues from proved reserves using prices
in effect at the end of the period held constant, discounted at 10%, and the lower of cost or fair value of unproved properties (“ceiling”). If the net cost exceeds the ceiling, an impairment loss is recognized for the amount by which the net cost exceeds the ceiling and is shown as a reduction in natural gas and oil properties.

United States Securities and

Exchange Commission

September 22, 2009

Page 3

As disclosed on page 88 of the Form 10-K for the fiscal year ended December 31, 2008, our estimated future net revenues from proved reserves discounted at 10% and net of estimated income tax effects is $3.3 million.  In the ceiling test certain adjustments to future discounted net revenues are made to this amount to account
for differences in the calculation of future income taxes.  As disclosed on page 86, unproved properties at December 31, 2008 is $3.0 million, which is less than the estimated fair value of such unproved properties.  Finally, the full cost pool is adjusted for related deferred income taxes as recorded within the financial statements.  The total of the unproved properties and the estimated discounted future net revenues is compared to total costs capitalized of $7.9 million (as adjusted
for related deferred income taxes).  Based on the Company’s calculation, no impairment existed on the Company’s oil and gas properties at December 31, 2008.

Supplemental Financial Information on Oil and Natural Gas Exploration, Development and Production Activities

Capitalized Costs, page 86

3.

We note your response to prior comment 4, asking us to refer to your response to prior comment 1.  Please note that our prior comment 4 requested disclosures about unproved oil and gas properties for which costs are excluded from amortization and which are required under Rule 4-10(c)(7)(ii) of Regulation S-X, rather than about mineral properties that you
addressed in response to prior comment 1.  We re-issue prior comment 4.

Prior comment 4:  Please provide the disclosures required under Rule 4-10(c)(7)(ii) of Regulation S-X, including the description and current status of unproved properties for which costs are excluded from amortization, and the anticipated timing of including such costs in your amortization computation.

As presented in the table at the bottom of page 86 of the Form 10-K for the fiscal year ended December 31, 2008, unproved properties as of December 31, 2008 include only acquisition costs incurred in the following years:

2007           $ 1,897,800

2008              1,069,800

   $ 2,967,600

As indicated in comment 1 above, the Company will add the following disclosure in its third quarter Form 10-Q and 2009 Form 10-K.

United States Securities and

Exchange Commission

September 22, 2009

Page 4

These costs consist of seismic costs that are being analyzed for potential drilling locations as well as land costs and are excluded from the amortization base at December 31, 2008.  It is anticipated that these costs will be added to the full cost amortization pool in the next two years as properties are evaluated, drilled
or abandoned.

Closing Comments:

Response:  Management of the Company acknowledges 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 Commission or any person under the federal securities law as of the United States.

We appreciate your review and comments.  In the event that further disclosure is required, please send further comments to me at FAX (307) 857-3050 with a copy to our SEC counsel, Steve Rounds at FAX (303) 377-0231.  Should you wish to discuss the proposed disclosures set forth above, prior to issuing further comments,
please call Mr. Rounds at (303) 377-6997.

Sincerely,

/s/ Robert Scott Lorimer

Robert Scott Lorimer,

CFO/V.P. Finance

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September 8, 2009

Joanna Lam

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

U.S. Energy Corp.

Staff Comment Letter No. 2 - In response to Submission of August 13, 2009

Dear Ms. Lam:

With respect to the comment letter dated today, we wish to confirm your discussion this afternoon with Steve Rounds, our outside securities counsel.  Scott Lorimer, CFO of U.S. Energy Corp., is out of the country for about two and one half weeks.  Upon his return, we will begin working on the second comment letter received
from you today.

We expect to provide written responses to the second comment letter by end of September, or at the latest the first week of October.  We will contact you when the responses are submitted on Edgar.

Yours Sincerely,

/s/ Steven R. Youngbauer

Steven R. Youngbauer

General Counsel to U.S. Energy Corp.

SRY/hdw

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        September 8, 2009

Mr. Robert Scott Lorimer
Chief Financial Officer U.S. Energy Corp.

877 North 8th West
Riverton, WY 82501
 Re: U.S. Energy Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 13, 2009 Form 10-K/A for the Fiscal Year Ended December 31, 2008 Filed April 2, 2009   Response Letter Dated August 13, 2009
  File No. 000-06814

 Dear Mr. Lorimer:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

 Financial Statements

 Note B - Summary of Significant Accounting Policies, page 72

Oil and Gas Properties, page 75

1. We note your revised disclosure responding to prior comment 2 regarding your ceiling test computation.  Please further expand your disclosure to distinguish the details between points (B) and (C) of Rule 4-10(c)(4)(i) of Regulation S-X.    Additionally, tell us the extent your accounting would need to change and the impact on your financial statements to comply with the ceiling test requirements under Rule 4-10(c)(4)(i) of Regulation S-X.

Mr. Lorimer
U.S. Energy Corp.
September 8, 2009 Page 2

 Long-lived Assets, page 75

 2. We note your response to prior comment 3, explaining the assumptions you used to assess the impairment of your long-lived assets and your impairment assessment results for the first and second quarters of 2009.  Please also address  how you reached no impairment conclusion on your oil and gas properties under the full cost ceiling test as of December 31, 2008, as requested in our prior
comment 3, noting that your standardized measure of discounted future net cash flows relating to proved oil and gas reserves of $3.3 million as disclosed on page 88 is significantly less than your oil and gas properties capitalized cost balance of $7.9 million as disclosed on page 86.

Supplemental Financial Information on Oil and Natural Gas Exploration, Development
and Production Activities

Capitalized Costs, page 86
 3. We note your response to prior comment 4, asking us to refer to your response to prior comment 1.  Please note that our prior comment 4 requested disclosures about unproved oil and gas properties  for which costs are excluded from
amortization and which are required under Rule 4-10(c)(7)(ii) of Regulation S-X, rather than about mineral properties that you addressed in response to prior
comment 1.  We re-issue prior comment 4.
 Closing Comments

   Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Lorimer
U.S. Energy Corp. September 8, 2009 Page 3

You may contact Joanna Lam at (202)  551-3476 or Lily Dang at (202) 551-3867
if you have questions regarding comments on the financial statements and related matters.    Please contact me at (202) 551-3686 with any other questions.           S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

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August 13, 2009

Joanna Lam

Ken Schuler

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Re:

U.S. Energy Corp.

Supplemental Response to August 5, 2009 Comment Letter

File Number 000-06814:

Form 10-K for the Fiscal Year Ended December 31, 2008 (filed March 13, 2009)

Form 10-K/A for the Fiscal Year ended December 31, 2008 (filed April 2, 2009)

Form 10-Q for the Fiscal Quarter Ended March 31, 2009 (Filed May 8, 2009)

Dear Ms. Lam and Mr. Schuler:

We are in receipt of your above referenced letter relating to the Form 10-K and 10-K/A for the year ended December 31, 2008 and Form 10-Q for the Quarter ended March 31, 2009 for U.S. Energy Corp.  Please find below the text of staff comments and our proposed responses.  Our responses to the financial statement comments
1 through 4 were included in our Form 10-Q for the quarter ended June 30, 2009.  Responses to the engineering comments also are set forth below.

Overview.  If you find the responses to accounting comments satisfactory, we propose to include similar disclosures in periodic reports going forward.  We submit that the changes in disclosure are not so substantial as to require amending the last 10-K
and the first quarter 10-Q.

Regarding the engineering comments, our counsel, Steve Rounds, last week reached agreement with Mr. Schuler that at such time as the staff and U.S. Energy come to agreement on the proposed disclosures, they would be disclosed in the Form 10-K for the year ending December 31, 2009, and no amendment of the filed 10-K would be needed.

Form 10-K for the Fiscal Year Ended December 31, 2008

Financial Statements

Note B – Summary of Significant Accounting Policies, page 72

Mineral Properties, page 74

United States Securities and

Exchange Commission

August 14, 2009

Page 2

1.

Please expand your disclosure either under this heading or in the table above this heading to describe the properties and nature of costs included in your mineral properties balance for each period presented.

Response at Page 12 of Form 10Q for the quarter ended June 30, 2009 under heading Mineral Properties and Item 2, Managements Discussion and Analysis, Critical Accounting Policies at page 26:

Mineral properties at June 30, 2009 and December 31, 2008 reflect capitalized costs associated with the Company’s Mount Emmons molybdenum property near Crested Butte, Colorado.  The Company has entered into an agreement with Thompson Creek Metals Company USA (“TCM”) to develop this property.   TCM
may earn up to a 75% interest in the project for the investment of $400 million.  The Company received the first of six annual payments in the amount of $1.0 million in January 2009.  This payment was applied as a reduction of the Company’s investment in the Mount Emmons property.  No impairment was therefore taken during either period on the Mount Emmons molybdenum property.

We believe the property contains high grade mineralized materials, sufficient for the project to be commercially viable in a volatile price environment.  Activities are ongoing at this advanced exploration stage property, under the supervision of Thompson Creek Metals Company USA as Project Manager.  TCM expended approximately
$2.5 million in exploration efforts in 2008 and has a budget of $5.9 million for 2009 (these amounts include TCM’s scheduled option payments for 2008 and 2009).

Oil and Gas Properties, page 75

2.

We note you disclose that you use the full cost method of accounting for oil and gas properties.  Please expand your disclosure to discuss in more details the limitation on your capitalized costs (i.e. the ceiling test).  Refer to Rule 4-10(c)(4)(i)(B) and (C) of Regulation S-X for guidance.

Response at Page 13 of Form 10-Q for the quarter ended June 30, 2009 under heading Oil and Gas Properties and Item 2, Management’s Discussion and Analysis, Critical Accounting Policies at page 26 and 27 of the Form 10-Q:

The Company uses the full cost method to account for its oil and natural gas operations. Accordingly, the costs to acquire, explore for and develop oil and natural gas properties are capitalized. Capitalized costs of oil and gas properties, net of accumulated Depreciation, Depletion and Amortization (“DD&A”) and related
deferred taxes, are limited to the estimated future net cash flows from proved oil and gas reserves, discounted at 10%, plus the lower of cost or fair value of unproved properties, as adjusted for related income tax effects (the full cost ceiling). If capitalized costs exceed the full cost ceiling, the excess is charged to ceiling test write down of oil and gas properties in the quarter in which the excess occurs.

United States Securities and

Exchange Commission

August 14, 2009

Page 3

Full cost pool capitalized costs are amortized over the life of production of proven properties.  Capitalized costs at June 30, 2009 and December 31, 2008 which were not included in the amortized cost pool were $3.2 million and $3.0 million, respectively.  These costs consist of seismic costs that are being analyzed
for potential drilling locations as well as land costs.  It is anticipated that these costs will be added to the full cost amortization pool in the next two years as properties are evaluated, drilled or abandoned.

Impairment of Oil and Gas Properties – Primarily due to the low market price for gas at March 31, 2009, the Company recorded a $1.1 million non-cash ceiling test write down of its oil and gas properties during the first quarter of 2009. At June 30, 2009, the Company computed
the estimated future net cash flows from its proved oil and gas reserves, discounted at 10%, using quarter end prices of $3.70 per Mcf of gas and $69.82 per barrel of oil. Capitalized costs for oil and gas properties at June 30, 2009 do not exceed the ceiling test limit and no further impairment was recorded.

Wells in Progress - Wells in progress represent the costs associated with wells that have not reached total depth or been completed as of period end. They are classified as wells in progress and withheld from the depletion calculation and the ceiling test. The costs for these
wells are then transferred to evaluated property when the wells reach total depth and are cased and the costs become subject to depletion and the ceiling test calculation in future periods.

Further, we did take an impairment to the oil and gas properties in second quarter 2009, as disclosed in the Form 10-Q.  No impairment was necessary for the molybdenum property, as disclosed in MD&A in the Form 10-Q.  We also refer you to Critical Accounting Policies – third paragraph under “Mineral
Properties.”

Long-lived Assets, page 75

3.

We note your disclosure indicating that for both 2008 and 2007, there was no impairment on your long-lived assets including mineral and oil and gas properties.

Please expand your disclosure under this heading and in the critical accounting policies section of your MD&A to discuss the assumptions used in reaching your no impairment conclusion, including your assumptions about the oil and gas and the molybdenum markets and your expectations of their pricing recoveries.

Additionally, explain how you reached no impairment conclusion on your oil and gas properties under the full cost ceiling test given that as of December 31, 2008, your standardized measure of discounted future net cash flows relating to proved oil and gas reserves of $3.3 million as disclosed on page 88 is significantly less than your oil and gas properties capitalized cost balance of $7.9 million
as disclosed on page 86.

United States Securities and

Exchange Commission

August 14, 2009

Page 4

Response at Page 13 of Form 10Q for the quarter ended June 30, 2009 under heading Long Lived Assets and Item 2, Managements Discussion and Analysis, Critical Accounting Policies at page 27:

The Company evaluates its long-lived assets, which consist of commercial real estate, for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. Impairment calculations are based on market appraisals.  If rental rates decrease or costs increase to levels that result
in estimated future cash flows, on an undiscounted basis, that are less than the carrying amount of the related asset, an asset impairment is considered to exist.  Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company's financial position and results of operations.  At June 30, 2009 and December 31, 2008 and 2007, no impairment existed on the Company’s long lived assets as the appraised value at December 31, 2008 exceeded construction
and carrying value and rental rates remained strong and costs within projected limits.

Please see our response to Comment 1 for discussion relating to mineral property impairment determination and our response to Comment 2 relating to the impairment of Oil & Gas properties.

Supplemental Financial Information on Oil and Natural Gas Exploration, Development and Production Activities

Capitalized Costs, page 86

4.

Please provide the disclosures required under Rule 4-10(c)(7)(ii) of Regulation S-X, including the description and current status of unproved properties for which costs are excluded from amortization, and the anticipated timing of including such costs in your amortization computation.

See the response to Comment 1 above.

Engineering Comments

General

5.

We note that your website and some press releases refer to or use the terms “measured”, “indicated”, and “inferred”, resources.  If you continue to make references on your web site or in press releases to measures other than proven and probable reserves, as defined by the SEC, please accompany such disclosure with the
following cautionary language or provide a legal disclaimer tab or page:

United States Securities and

Exchange Commission

August 14, 2009

Page 5

Cautionary Note to U.S. Investors – The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such as “measured”, “indicated”, and “inferred”
“resources”, which the SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 10-K which may be secured from us, or from our website at http://www.sec.gov/edgar.shtml.

Please indicate the location of this disclaimer in your response

Response:  Concerning the Mount Emmons Project on the Company’s website, the reference to “resources” has been removed and replaced with the following language concerning mineralized material:

Historical records filed by predecessor owners of the Mount Emmons Project with the Bureau of Land Management in the 1990’s for the application of patented mineral claims, referenced identification of mineralized material of approximately 220 million tons of 0.366% molybdic disulfide (MoS2), with a high grade section of mineralized
material containing approximately 23 million tons at a grade of 0.689% MoS2.

As requested, any future news releases concerning the Mount Emmons Project will either use the term mineralized materials or if the term resources is used, the requested disclaimer will be included in the news release.

Properties, page 21

6.

We note your disclosure regarding your mineral claims and other real property for your Mt. Emmons project.  Please disclose the total area and quantity of your patented, unpatented, and mill site claims.  If you have other real properties or surface rights in the project area, please also include these properties in your property area tabulation.

Response:  As requested, please find the following property area tabulation for the Mount Emmons Project:

Acres

# of Claims

Patented / Fee

365

n/a

Unpatented Claims

5,844

662

Mill Site Claims

1,218

244

Fee Property(1)

160

n/a

7,587

906

United States Securities and

Exchange Commission

August 14, 2009

Page 6

(1)

This property (fee ownership) is in the vicinity of the mining claims but presently is not considered by TCM and the Company to be part of the Mount Emmons Project.

7.

Please disclose the information required under paragraph (b) of Industry Guide 7 for all your material properties listed under this heading.  For any properties identified that are not material, please include a statement to that effect, clarifying your intentions.  For each material property, include the following information:

·

The location and means of access to your property, including the modes of transportation utilized to and from the property.

Response:  The Mount Emmons Project is located in Gunnison County, Colorado.  The property is accessed by vehicle traffic via Gunnison County Road 12.

·

Any conditions that must be met in order to obtain or retain title to the property, whether you have surface and/or mineral rights.

Response:  The Company owns both surface and mineral rights at the Mount Emmons Project in fee pursuant to mineral patents issued by the United States of America.  All fee property requires the payment of property taxes to Gunnison County.  Unpatented mining and mill site claims require the payment of an
annual maintenance fee of $125 per claim to the Bureau of Land Management, totaling payment for the 906 claims of $113,250 in 2008.

·

A brief description of the rock formations and mineralization of existing or potential economic significance on the property.

Response:  The exploration work conducted in the late 1970’s by Amax, Inc. as discussed in the Patent Claim Application to the Bureau of Land Management dated December 23, 1992, defined the initial mineralized material at the Mount Emmons Project as follows.

Molybdenite is present in randomly distributed veinlets (i.e. stockwork veining) and in some larger veins that are up to two feet wide.  This mineralized zone is found in metamorphosed sedimentary rocks and in Tertiary igneous complex which acted as the source of the mineralization.

United States Securities and

Exchange Commission

August 14, 2009

Page 7

The sedimentary sequence in the Mount Emmons area spans from late Cretaceous to early Tertiary time.  The oldest formation is the Mancos, a 4,000 foot sequence of shales with some interbedding limestone and siltstones.  The Mancos Formation is not exposed on Mount Emmons, but may be seen in valley bottoms a few miles
to the north, south, and east.  All of the Mancos Formation encountered in the vicinity of the Mount Emmons mineralization has been strongly metamorphosed and attempts to correlate internal divisions of the unit have not been made.  The overlying Mesaverde Formation, also of the late Cretaceous age, consists of a massive repetitive sequence of alternating sandstones, siltstones, shales and minor coals.  Coal seams were not observed in any of the diamond drill holes, or in any of
the underground drifts.

On Mount Emmons the Mesaverde Formation varies from 1100 to 1700 feet thick.  The variability in thickness of the Mesaverde Formation is mainly due to post-depositional erosion.  The Ohio Creek Formation, dominantly a coarse sandstone with local chert pebble conglomerate and well-defined shale to siltstone beds, overlies
the Mesaverde Formation.  The Ohio Creek Formation is of early Tertiary (Paleocene) age and remains fairly consistent at 400 feet thick on Mount Emmons.  Capping Mount Emmons is the Wasatch Formation, also of early Tertiary (Paleocene to Eocene) age.  On a more regional scale, within the Ruby Range the Wasatch Formation may reach 1700 feet in thickness.  However, on Mount Emmons specifically, all but the basal 600 to 700 feet has been erod

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

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        August 5, 2009

Mr. Robert Scott Lorimer
Chief Financial Officer U.S. Energy Corp.

877 North 8th West
Riverton, WY 82501
 Re: U.S. Energy Corp.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 13, 2009 Form 10-K/A for the Fiscal Year Ended December 31, 2008 Filed April 2, 2009
  Form 10-Q for the Fiscal Quarter Ended March 31, 2009
Filed May 8, 2009
  File No. 000-06814

 Dear Mr. Lorimer:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Lorimer
U.S. Energy Corp. August 5, 2009 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008

Financial Statements

Note B - Summary of Significant Accounting Policies, page 72
 Mineral Properties, page 74

 1. Please expand your disclosure either under this heading or in the table above this heading to describe the properties and nature of costs included in your m
ineral
properties balance for each period presented.
 Oil and Gas Properties, page 75

 2. We note you disclose that you use the full cost method of accounting for oil and gas properties. Please expand your disclosure to discuss in m
ore details the
limitation on  your capitalized costs (i.e. the ceiling test).  Refer to Rule 4-10(c)(4)(i)(B) and (C) of Regulation S-X for guidance.
 Long-lived Assets, page 75

 3. We note your disclosure indicating that for both 2008 and 2007, there was no im
pairment on  your long-lived assets including mineral and oil and  gas
properties.  Please expand your disclosure under this heading and in the critical accounting polices section of your MD&A to discuss the assumptions used in reaching your no impairment conclusion, including your assumptions about the oil and gas and the molybdenum markets and your expectations of their pricing recoveries.  Additionally, explain how you reached no impairment conclusion on your oil and gas properties under the full cost ceiling test given that as of December 31, 2008, your standardized measure of discounted future net cash flows relating to proved oil and gas reserves of $3.3 million as disclosed on page 88 is significantly less than your oil and gas properties capitalized cost balance of $7.9 million as disclosed on page 86.

Mr. Lorimer
U.S. Energy Corp. August 5, 2009 Page 3

Supplemental Financial Information on Oil and Natural Gas Exploration, Development
and Production Activities
 Capitalized Costs, page 86

 4. Please provide the disclosures required under Rule 4-10(c)(7)(ii) of Regulation S-X, including the description and current status of unproved properties for which costs are excluded from
 amortization, and the anticipated timing of including such
costs in your amortization computation.
 Engineering Comments

 General

 5. We note that your website and some press releases refer to or use the terms “m
easured,” “indicated,” and “inferred,” resources.  If you continue to make
references on your web site or in press releases to measures other than proven and probable reserves, as defined by the SEC, please accompany such disclosure with the following cautionary language or provide a legal disclaimer tab or page:

Cautionary Note to U.S. Investors -The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such as “measured,” “indicated,” and “inferred” “resources,” which the SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 10-K which may be secured from us, or from our website at http://www.sec.gov/edgar.shtml.

Please indicate the location of this disclaim
er in your response
 Properties, page 21

6. We note your disclosure regarding your mineral claims and other real property for your Mt. Em
mons project.  Please disclose the total area and quantity of your
patented, unpatented, and mill site claims.  If you have other real properties or surface rights in the project area, please also include theses properties in your property area tabulation.
 7. Please disclose the information required under paragraph (b) of Industry Guide 7 for all your m
aterial properties listed under this heading.  For any properties

Mr. Lorimer
U.S. Energy Corp. August 5, 2009 Page 4

identified that are not material, please include a statement to that effect, clarifying your intentions.  For each material property, include the following information:

• The location and means of access to your property, including the modes of transportation utilized to and from the property.

• Any conditions that must be met in order to obtain or retain title to the property, whether your have surface and/or mineral rights.

• A brief description of the rock formations and mineralization of existing or potential economic significance on the property.

• A description of any work completed on the property and its present condition.

• The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment.

• A description of equipment, infrastructure, and other facilities.

• The current state of exploration of the property.

• The total costs incurred to date and all planned future costs.

• The source of power and water that can be utilized at the property.

• If applicable, provide a clear statement that the property is without known reserves and the proposed program is exploratory in nature.

You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance pertaining to the foregoing, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf

8. Please insert a small-scale map showing the location and access to each material
property, as required by Instruction 3.B to Item
 102 of Regulation S-K.  Please
note that the EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any filings and amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if

Mr. Lorimer
U.S. Energy Corp. August 5, 2009 Page 5

additional assistance is required, please call Filer Support at (202) 551-3600 for Post-Acceptance Filing Issues or (202) 551-8900 for Pre-Acceptance Filing Issues.  Please include maps and drawings with the following features:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale; additional representations of scale such as "one inch equals one mile" may be utilized if the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state, province, or other geographic area in which it is located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.
 9. In the description of each exploration  property, please provide a clear statem
 ent
that the property is without known reserves and the proposed program is exploratory in nature to comply with the guidance in paragraph (b)(4)(i) of Industry Guide 7.
 10. On a related point, it appears you should also expand your disclosure concerning the exploration plans for the properties to address the following points.

• Disclose a brief geological justification for each of the exploration projects written in non-technical language.

• Give a breakdown of the exploration tim
etable and budget, including
estimated amounts that will be required for each exploration activity, such as geophysics, geochemistry, surface sampling, drilling, etc. for each prospect.

• If there is a phased program planned, briefly outline all phases.

Mr. Lorimer
U.S. Energy Corp. August 5, 2009 Page 6

• If there are no current detailed plans to conduct exploration on the property, disclose this prominently.

• Disclose how the exploration program will be funded.

• Identify who will be conducting any proposed exploration work, and discuss what their qualifications are.
 11. We recommend that a brief description of  the QA/QC protocols be provided to
inform
 readers regarding sample preparation, controls, custody, assay precision
and accuracy, covering those activities associated with your exploration program.
 Mount Emmons Molybdenum Property, page 36

 Mount Emmons Molybdenum Property and Thompson Creek Metals Company, USA.
Page 42
 12. We note your disclosure of mineral resources and minable reserves on the pages noted above.  The provisions in Industry Guide 7 generally preclude the use of any term
s other than proven or probable reserves for disclosure in SEC
documents.  However, we would not object if you wish to disclose quantity estimates for mineralized material that has been delineated by appropriate drilling and/or underground sampling to establish continuity sufficient to support an estimate of tonnage and an average grade of the selected metals.    Under SEC standards, until a comprehensive evaluation that includes appropriate estimates of unit costs, grades, recoveries, and other factors indicates the project is both economically and legally feasible, such a deposit would not qualify as a reserve.    Mineralized material may only be reported as an in-place tonnage and grade, and should not be disclosed as units of product, such as ounces of gold or pounds of copper.    Please note that mineralized material does not include: 1) material reported as reserves, and 2) volumes and grades estimated by using geologic inference, which are sometimes classed as inferred or possible by some evaluators.

• Please remove the terms such as resources, mineral resources, geological resources, minable reserves, and the associated estimates of tonnage and grade, which do not conform to the guidance outlined above.

Mr. Lorimer
U.S. Energy Corp. August 5, 2009 Page 7

• If the quantities associated with the above terms meet the requirements of mineralized material, disclose the estimates as mineralized material.

• Please do not disclose estimates based on geologic inference, such as inferred or possible resources.
 Closing Comments

   Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a 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 Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Lorimer
U.S. Energy Corp. August 5, 2009 Page 8

You may contact Joanna Lam at (202)  551-3476 or Lily Dang at (202) 551-3867
if you have questions regarding comments on the financial statements and related matters.  You may contact Ken Schuler, Mining Engineer, at (202) 551-3718 with
questions about engineering comments.  Please contact me at (202) 551-3686 with any other questions.           S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

      Acceleration Request Bourne Tsunami S-3

      U.
        S. Energy Corp.

      877
        North 8th West

      Riverton,
        Wyoming 82501

      T.
        307.856.9271 F. 307.857.3050

      February
        12, 2007

      Edgar
        and Fax 202-551-9369

      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 - 137139

      Attn: Jason
        Wynn

      Dear
        Mr.
        Wynn:

      Pursuant
        to rule 461, U.S. Energy Corp. hereby requests acceleration of the effective
        date for its Form S-3 registration statement to Thursday, February 15, 2007,
        at
        10:00 am ET or as soon thereafter as possible.

      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

CORRESP
1
filename1.htm

      Correspondence Proxy changes

    The
      Law Office of Stephen E. Rounds

    1544
      York Street, Suite 110

    Denver,
      Colorado USA 80206

    Tel.
      303.377.6997 Fax 303.377.0231

    sercounsel@msn.com

    Admin.
      Office T 307.856.4748 F 307.857.0319

    sra@wyoming.com

    May
      5,
      2006

    Fax
      202.772.9369

    Edgar

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street NE

    Washington,
      D.C. 20549-2001

    Re: U.S.
      Energy Corp.

    Preliminary
      Proxy Statement

    Supplemental
      Information

    Attn: Mellissa
      Duru

    Dear
      Ms.
      Duru:

    Further
      to my discussions with you as securities counsel to U.S. Energy Corp. regarding
      the oral comment on the registrant’s preliminary proxy statement, attached is
      revised disclosure for Proposal 3 (to lift Nasdaq’s 20% limit on new share
      issuance). Changes are red lined. Please let me know if the revisions are
      responsive to the comment. This letter and the changed pages will be filed
      on
      Edgar as correspondence immediately.

    You
      will
      note that there also is (new) disclosure of the termination of the original
      SEDA
      with Cornell, and the entering into of a new SEDA. The new SEDA will have a
      ‘price floor,’ as disclosed in the attached pages. This new SEDA will be signed
      today and a Form 8-K filed for the event on either Monday or Tuesday, May 8,
      2006. We understand that your review will not address the new financing terms
      with Cornell.

    The
      registrant still hopes to meet the mailing deadline (Tuesday afternoon, May
      9)
      for its June 23, 2006 shareholder meeting. If you can give me a response on
      Monday to the changes for your comment, we will file the Form 8-K and the
      definitive proxy statement, on Monday or Tuesday. This procedure will ensure
      that the definitive proxy statement’s disclosures about the SEDA, and the new
      SEDA are consistent.

    Yours
      Sincerely,

    /s/Stephen
      E. Rounds

    SER/sra

    Enc.

    cc:
      U.S.
      Energy Corp.

      Proposal
        3: Approval
        of the Future Issuance of Shares to Cornell Capital Partners,
        LP. to
        Comply
        with Nasdaq Marketplace Rule 4350(i)(1)(D).

      General

        On
          May 5,
          2006, we signed a Standby Equity Distribution Agreement with Cornell Capital
          Partners, LP (”Cornell”), under which Cornell has committed to provide up to $50
          million of equity financing to U.S. Energy Corp. over 36 months. We had
          signed a
          previous Standby Equity Distribution Agreement with Cornell on April 11,
          2006.
          That agreement was terminated by agreement with Cornell, and a new Standby
          Equity Distribution Agreement (the “SEDA”) was signed with Cornell on May 5,
          2006, which also provides a $50 million equity financing.  All references
          to SEDA in the following discussion mean the SEDA signed on May 5,
          2006.

      Each
        advance under the SEDA will have a maximum amount of $5 million, and there
        must
        be at least five trading days between each advance. Access to the SEDA financing
        is subject to the company having an effective re-sale registration statement
        on
        file with the SEC for the securities underlying the SEDA.

        Each
          advance under the SEDA will be a sale by us to Cornell of newly-issued
          shares of
          common stock. Subject to a re-sale registration statement being in effect,
          we
          will determine whether and when to request an advance, and the amount of
          the
          advance (subject to the $5 million maximum). The number of shares (the
“SEDA
          shares”) to be sold to Cornell will be determined by dividing the advance amount
          by 98% of the market price for our stock. Market price is defined in the
          SEDA as
          the lowest daily volume weighted average price (“VWAP”) of our common stock
          during the five trading days (the “pricing period”) immediately following the
          date we send an advance notice to Cornell.

        The
          SEDA
          gives the Company a floor price below which we can’t sell stock to Cornell: The
“market price” cannot be less than 95% of the VWAP price (defined in the SEDA as
          the “minimum acceptable price”) on the trading day before we send an advance
          notice to Cornell. If, during the pricing period, the market price is less
          than
          the minimum acceptable price, then the amount of the advance will be reduced
          20%
          for each day in the pricing period when the minimum acceptable price is
          less
          than the market price during the pricing period. We also will pay Cornell
          a cash
          fee equal to 2% of each advance we receive, plus $500, for each advance
          under
          the SEDA.

      On
        signing of the SEDA, we paid Cornell $20,000 for a structuring and due diligence
        fee, and issued to Cornell (i) 68,531 shares of restricted common stock (the
        “investor shares”); and (ii) a three year warrant (the “initial warrant”) to
        purchase 100,000 shares of restricted common stock at $7.15 per share (the
        “initial warrant shares”). If the closing bid price for our stock exceeds 150%
        of the exercise price of the applicable exercise price in a ten consecutive
        trading day period, the warrant will expire 20 trading days later unless
        exercised (but will not expire to the extent not exercised, if the closing
        bid
        price should be equal to or lower than $7.15 during the 20 day period). This
        kind of provision is often referred to as “forced exercise.”

          -1-

      In
        addition, each time we take advances aggregating $5 million under the SEDA,
        we
        will issue a “milestone warrant” to Cornell, to purchase 100,000 shares at the
        average VWAP for our stock for the ten trading days immediately preceding
        the
        date of the $5 million advance (or the last advance which brings the aggregate
        to $5 million). Like the initial warrant, the milestone warrants will have
        a
        forced exercise provision.

      We
        engaged Newbridge Securities Corporation, a registered broker-dealer, to
        act as
        our placement agent in connection with the SEDA. We have issued 1,399 restricted
        shares of common stock (the “Newbridge shares”) to Newbridge as compensation for
        services.

        By
          a
          registration rights agreement with Cornell, we have agreed to file with
          the SEC
          a registration statement covering public resale of the SEDA shares to be
          sold to
          Cornell, the investor shares, the Newbridge shares, and the initial warrant
          shares. If we issue milestone warrants to Cornell, we will file additional
          registration statements to cover resale of shares issued on exercise thereof.
          No
          registration statements have been filed as of May 5, 2006.

      The
        Nasdaq Official Closing Price for our common stock on April 19, 2006 was
        $7.02;
        the price on the record date (April 25, 2006) was $6.96.

      Whether
        and to what extent the SEDA financing will be used cannot be predicted. On
        hand
        at December 31, 2006 are substantial cash (and investments, for example,
        the
        Enterra Trust Units which we will receive on June 1, 2006) for continued
        exploration and development work on our uranium and molybdenum properties.
        Management continues to seek industry partners and/or direct investment by
        industry partners or institutional investors for the joint venture development
        of the properties. We also might sell some of the properties
        outright.

      In
        the
        meantime, we signed the SEDA to have back up financing available, if needed,
        for
        possible substantial capital and exploration/development expenditures, as
        well
        as for general and administrative expenses. SEDA financing also might be
        used
        for business acquisitions or other purposes in the future. However, we have
        not
        yet identified any specific application of SEDA financing. The company’s board
        of directors believes that the effective 4% cost of funds under the SEDA
        is very
        competitive in the equity capital markets.

      While
        Cornell will have the right to sell shares in the market as soon as we submit
        an
        advance request to Cornell, Cornell may or may not do so. If it does not,
        Cornell will have the right to sell, or keep, the SEDA shares, like any other
        investor, based on its assessment of the company’s financial condition, current
        business, and its position in the minerals sector.

      Why
        We Need Shareholder Approval

      The
        Company is authorized under Wyoming law to issue an unlimited number of shares
        of common stock. However, the company’s common stock is traded on the Nasdaq
        Capital Market (“Nasdaq”). Therefore, we are subject to the NASD’s Nasdaq
        Marketplace Rules of the Nasdaq Stock Market. Unless shareholder approval
        is
        obtained, under Nasdaq Marketplace Rule 4350(i)(1)(D) - the “20% rule” - we
        would not be allowed to issue more than an additional 20% of stock to Cornell
        (based on the 19,605,360 shares outstanding on April 14, 2006): 4,021,072
        shares
        (3,921,072 SEDA shares and 100,000 initial warrant shares). This base number
        of
        available SEDA shares will decrease as milestone warrants are issued to
        Cornell.

          -2-

      Shareholder
        approval is not required for the Company to issue fewer than 3,921,072 SEDA
        shares. In addition, shareholder approval is not required for future issuances
        of common stock in transactions outside the SEDA, so long as the 20% rule
        (as
        applied to each such transaction or set of related transactions) would not
        be
        exceeded.

      We
        need
        shareholder approval to issue more than 3,921,072 SEDA shares (20% of the
        shares
        outstanding at April 14, 2006), because only if the stock price exceeds $17.74
        would the company be able to raise $50 million by the SEDA (2,818,072 SEDA
        shares, and ten milestone warrants for a total of 1,000,000 milestone warrant
        shares). Without shareholder approval, if the stock price were $5.85, we
        would
        be able to raise only $20 million by the SEDA (3,418,072 SEDA shares, and
        four
        milestone warrants for a total of 400,000 milestone warrant shares). The
        funding
        available under the SEDA without shareholder approval to exceed the 20% ceiling
        would be proportionately lower if the stock price were below $5.85.

      The
        20% Rule

      Under
        the
        20% rule, companies whose securities are traded on Nasdaq must obtain
        shareholder approval to issue common stock in a private offering (or in a
        series
        of related offerings) at a price less than the greater of the book or market
        value per share of the stock, if the issuance amounts to 20% or more of the
        common stock or 20% or more of the voting power of a company outstanding
        before
        the issuance. The SEDA shares and the initial warrant shares (and any milestone
        warrant shares) will be issued in private offerings, notwithstanding a
        registration statement being on file to cover resale of the shares.

      Because
        the SEDA shares will be issued at a price equal to 98% of (a 2% discount
        to) the
        VWAP, and Cornell will retain 2% of each advance, the SEDA shares will be
        issued
        at a price below market value. The investor shares issued to Cornell and
        the
        Newbridge shares issued to Newbridge Securities Corporation were issued at
        a
        price above the market on April 11, 2006. The exercise price for the initial
        warrants issued to Cornell is above the market on April 11, 2006, but upon
        issuance, the exercise price for the initial warrant shares may be higher
        or
        lower than the market price. Last, the exercise price for the milestone warrants
        may be lower or higher than the market price on the date they are issued;
        in
        either event, their exercise price may be lower than market price when the
        milestone warrant shares are issued.

      Therefore,
        the 20% rule applies only to (i) more than 3,921,072 SEDA shares; (ii) the
        100,000 initial warrant shares; and (iii) and the milestone warrant shares
        (1,000,000 shares if five of these warrants are issued in connection with
        $50
        million of SEDA funding).

      If
        approved, this proposal will satisfy the requirements to issue more shares
        under
        the 20% rule, in connection with the securities to be issued to
        Cornell.

      Impact
        if Shareholder Approval is Not Obtained

        If
          the
          shareholders do not approve this proposal, and we are not successful in
          obtaining joint venture industry partner (or institutional) funding for
          exploration and development of our mineral properties during the current
          favorable commodity price environment, we may have to defer that work until
          alternative financing can be obtained. There is no assurance we would be
          able to
          obtain that financing on terms as favorable as available under the SEDA,
          or, it
          may be available, but not in time to take advantage of the favorable commodities
          price environment. For example, if the shareholders do not approve this
          proposal, then, at a market price of $6.50 per share, the Company would
          be able
          to access approximately $25 million through the SEDA. To raise more capital
          through the SEDA, we would have to seek shareholder permission to exceed
          the 20%
          share ceiling. See “The Right
          You Will Lose If This Proposal Is Approved”
below.

          -3-

      Factors
        Affecting Current Stockholders

      While
        the
        Board of Directors has unanimously approved the issuance of more than 3,921,072
        SEDA Shares, and all the initial warrant shares, and all the shares which
        may
        become issuable on future milestone warrants, and has determined that these
        transactions are in the best interests of all shareholders, you should consider
        the following in deciding whether to vote for, or against, this proposal.

      Effect
        of Issuing Shares Below Market Price. The
        issuance of any of the SEDA Shares (and the initial warrant shares and the
        milestone warrant shares) below market price may have a depressive effect
        on the
        market price by increasing the amount of shares of common stock outstanding.
        Declining market prices could encourage short sales, which could create more
        downward pressure.

      Issuance
        of the SEDA shares and warrant shares would significantly dilute the ownership
        interests and proportionate voting power of current shareholders. For example,
        a
        $30,000,000 SEDA financing at a VWAP

CORRESP
1
filename1.htm

      USE Letter to SEC 3-22-06

    March
      23,
      2006

    Sent
      Via Fax (202) 551-3740

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100F
      Street, N.E.

    Washington,
      D.C. 20549-7010

    Attn:
      Jennifer Gallagher

    Re:
      U.S.
      Energy Corp.

    Post-Effective
      Amendment No. 1 to Form S-1

    Filed
      October 25, 2005

    File
      No.
      333-115477

    Comment
      Letter dated March 21, 2006

    Supplemental
      Information

    Dear
      Ms.
      Gallagher;

    Thank
      you
      for your quick response to our letter of March 16, 2006. We accept the guidance
      given in your letter and will be filing all our response letters with you on
      EDGAR as required by Rule 101(a)(2) of Regulation S-T. We also have read and
      agree with your comments regarding the treatment of the Enterra Class D shares
      under SFAS 133.

    We
      will
      adjust all relevant accounts on our annual filing of Form 10K as well as re-file
      our Form 10 Q’s for the quarters ended June 30, 2005, and September 30, 2005. We
      have valued the “put” value of the conversion right under the Class D shares
      using the Black Scholes model. Volatility rates have been recalculated for
      each
      quarter and we have used the risk free interest rate of 4.38%.

    The
      result of these adjustments will result in the reversal of the deferred gain
      in
      the quarter ended June 30, 2005 and increase the gain on the sale of RMG by
      the
      same amount, $1,178,600. Additionally the value of the Enterra Trust shares
      increased at June 30, 2005 to $23.78 which will reflect an increase in net
      income of $2,662,200. The price of the Enterra Trust shares increased again
      during the third quarter to $24.71 which will result in a gain in net income
      again of an additional $802,000. At December 31, 2005 the share price of the
      Enterra Trust shares had

            United States Securities and Exchange Comission

          U.S.
            Energy Corp. Post-Effective Amendment No. 1 to Form S-1

          March
            22, 2006

          Page
            2 of 2

    decreased
      to $16.45 per share which will result in a decrease on the gain related to
      the
      derivative of $3,464,200. As the derivative is under water from the initial
      valuation of $19.00 per share there will be an additional $1,767,800 in the
      reduction of income in the form of a loss on the derivative.

    During
      the quarter ended March 31, 2006 we will again value the conversion feature
      of
      the of the Enterra Class D shares. At March 22, 2006 the market value of the
      Enterra Trust shares was $17.04. In the event that this price level is
      maintained at $17.04 we will again have income.

    During
      the second quarter ended June 30, 2006 the actual conversion will occur and
      the
      Enterra Class D shares will become marketable securities held for sale and
      will
      be accounted for as such.

    We
      would
      very much like to discuss this matter with you today if at all possible as
      I
      will be traveling tomorrow and we need to run these adjustments through our
      year
      end financials so we can timely file our Form 10K. Mr. Rounds is out of the
      office today so I will call and see if you are available for a phone call some
      time today with Mark Weber of Epstein Webber & Conover, PLC. We look forward
      to visiting with you and resolving this issue. Your assistance is greatly
      appreciated.

    Sincerely,

    /s/ Robert Scott Lorimer

    Robert
      Scott Lorimer,

    CFO/V.P.
      Finance

    cc.
      Keith
      Larsen - Chairman, U.S. Energy Corp.

    Mark
      Larsen - President, U.S. Energy Corp.

    Steve
      Rounds - Outside SEC Counsel

    Mark
      Weber - Epstein Weber & Conover, PLC

CORRESP
1
filename1.htm

      USE Letter to SEC 3-16-06

    March
      16,
      2006

    Sent
      Via Fax (202) 772-9369

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100F
      Street, N.E.

    Washington,
      D.C. 20549-7010

    Attn:
      Jennifer Gallagher

    Re:
      U.S.
      Energy Corp.

    Post-Effective
      Amendment No. 1 to Form S-1

    Filed
      October 25, 2005

    File
      No.
      333-115477

    Form
      10-Q
      for the Period Ended September 20, 2005

    Filed
      November 14, 2005

    Supplemental
      Information

    Dear
      Ms.
      Gallagher;

    Our
      outside SEC counsel, Mr. Steve Rounds, notified me yesterday that you and Karl
      Hiller had visited with him regarding our response letter of February 21, 2006.
      Mr. Rounds indicated that you had requested that we prepare a schedule detailing
      out the net gain for U.S. Energy Corp., Crested Corp. and Yellowstone Fuels
      Inc.
      from the sale of Rocky Mountain Gas on June 1, 2005. Additionally Mr. Rounds
      indicated that you would like to see what the employees, directors and others
      were paid out of the total $20 million in compensation paid by
      Enterra.

    Please
      find the table you requested attached to this letter. You will see that the
      total compensation paid was $19,999,970 which accounts for a $30 wire transfer
      fee that RMG paid when the initial $500,000 cash was wired in from Canada.
      You
      will see that the total consolidated compensation received by U. S. Energy
      was
      $18,904,313 less (1) the buy out of an over riding royalty of $266,000, (2)
      book
      basis of $2,869,944, (3) the 10% discount taken on the Acquisition Class D
      shares of $1,178,596 and (4) income taxes of $235,000 for a net gain on the
      disposal of Rocky Mountain Gas of $14,354,876.

            United States Securities and Exchange Commission

          U.S. Energy Corp. - Post Effective Amendment No 1 to From S-1

          March 16, 2006

          Page 2 of 3

    Crested
      recognized a gain of $5,292,184 on the sale of Rocky Mountain Gas while
      Yellowstone Fuels Inc. recorded a net book loss of $360,794.

    All
      of
      the Enterra Initial Units that were received by U.S. Energy and Crested were
      sold during the third quarter of 2005. Yellowstone Fuels still holds its Enterra
      Initial Units. The Class D shares in Acquisitions are convertible automatically
      on a one to one basis at June 1, 2006 into Enterra units. It currently is
      management’s plans to sell the Class D shares as quickly as possible after June
      1, 2006 without disrupting the market for the security. U.S. Energy, Crested
      and
      Yellowstone Fuels have no control over Enterra Acquisitions, do not give
      direction to Acquisitions or to Enterra and are only shareholders of the Class
      D
      shares, and do not participate in any manner in other assets which Acquisitions
      has acquired or may acquire in the future. We are not entitle do dividends
      or
      other distributions on the Class D shares. We only will be entitled to dividends
      on the Enterra units as paid from June 1, 2006.

    On
      a
      related matter, Mr. Rounds said that you inquired about the other business
      activities of Acquisitions. We are not kept informed of Enterra’s activities
      either generally or with specific reference to Acquisitions. However, as a
      result of your discussion with Mr. Rounds, we have reviewed some of the many
      Form 6-K filings made by Enterra Energy Trust in the third quarter 2005 and
      first quarter 2006. For example, the Form 6-K filed on March 3, 2006 discloses
      that Enterra, through Acquisitions, was in the process of closing a US $249
      million acquisition of Oklahoma oil and gas properties. The precise terms of
      the
      transaction (e.g. when the Acquisitions equity is exchangeable into Enterra
      units) are not disclosed. Enterra also apparently runs acquisitions through
      other entities - an example appears to be Rocky Mountain Acquisition Corp.
      (not
      to be confused with our sold subsidiary Rocky Mountain Gas, Inc.). Enterra’s
      Form 6-K of October 25, 2005 discloses that a holder of ‘Enterra Energy Corp.’
or RMAC exchangeable shares can convert to Enterra units at any time. But all
      of
      these other activities are of limited interest to us: To the extent Enterra’s
      acquisitions are profitable, the value of its units may increase, but again,
      we
      have no participation rights in Acquisitions or the other Enterra subsidiaries.
      As a final note, also as relayed to us by Mr. Rounds, in response to your
      question on Enterra’s dividend policy (or distribution policy, as the entity is
      a trust) Enterra’s Form 6-K of October 25, 2005 stated that the original monthly
      distribution rate was US$0.10 per unit; at January 15, 2005, the rate was
      increased to US $0.14.

    The
      second issue that Mr. Rounds indicated that you had discussed was the fact
      that
      we have just discovered that we are going to have to amend our Form 10-Q’s for
      the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 due
      to
      an inadvertent error we made in booking a convertible debt facility which we
      entered into on February 4, 2005. At the time the transaction was closed we
      did
      research, sought counsel from our outside auditors as well as an additional
      audit firm as to how the transaction should be booked.

          United States Securities and Exchange Commission

          U.S. Energy Corp. - Post Effective Amendment No 1 to From S-1

          March 16, 2006

          Page 2 of 3

            We
      recognized the
      appropriate discount on the fair value of the warrants which were issued in
      conjunction with the $4,720,000 debt facility. The item which we overlooked
      was
      the intrinsic value of the Beneficial Conversion Feature. During the course
      of
      closing our books and records for the year and consultations with our auditors,
      we became aware that EITF 98-5 had not been complied with as we had not
      correctly calculated the beneficial conversion feature. We had not considered
      that fair value of the warrants had not been deducted from the face amount
      of
      the debt in determining whether a beneficial conversion feature
      existed.

    We
      voluntarily have discussed the issue with our outside auditors and have agreed
      to amend our quarterly filings as indicated above. The entire amount of the
      convertible debt was converted to common stock during the year ended December
      31, 2005 so the entire amount of the beneficial conversion feature is to be
      amortized as interest expense during the year ended December 31, 2005. The
      non
      cash adjustments to income will be $15,400 in the quarter ended March 31, 2005,
      $1,543,200 for the quarter ended June 30, 2005 and $110,900 for the quarter
      ended September 30, 2005. We plan on filing these amended Form 10-Q’s at the
      same time we file our Form 10K.

    To
      avoid
      these types of issues in the future we continue to send our staff members to
      SEC
      and accounting training sessions annually. We also have subscribed to the RIA
      Checkpoint software which gives us updated information as well as gives us
      the
      opportunity of doing more comprehensive research. Lastly we have requested
      that
      our outside auditors perform more extensive procedures each quarter as a part
      of
      their reviews of our interim financial information.

    Should
      you wish to discuss these matters further you can reach me at (307) 856-9271
      or
      Mr. Rounds at (303) 377-6997. We would like to resolve these issues so we can
      move forward with our filings on a timely basis. Your assistance is greatly
      appreciated.

    Sincerely,

    Robert
      Scott Lorimer,

    CFO/V.P.
      Finance

    cc.  Steve
      Rounds

       Daniel
      P.
      Svilar

       Mark
      Weber

CORRESP
1
filename1.htm

      USE Letter to SEC 2-21-06

    February
      21, 2006

    Sent
      Via
      FAX (202) 845-1281

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549-7010

    Attn:
      Jennifer Gallagher

    Re:
      U.S.
      Energy Corp.

    Post-Effective
      Amendment No. 1 to Form S-1

    Filed
      October 25, 2005

    File
      No.
      333-115477

    Form
      10-Q
      for the Period Ended September 30, 2005

    Filed
      November 14, 2005

    Supplemental
      Information

    Dear
      Ms.
      Gallagher;

    We
      have
      reviewed your comment letter dated January 26, 2006 and herby submit our
      response for your review and consideration. We submit to you that while the
      subject disclosures in the periodic report may need some clarification, those
      disclosures, taken alone, are not of sufficient gravity to warrant amending
      prior reports.

    In
      addition, the 2004 audited financial statements in the S-1 have gone stale
      as of
      today. We will therefore be withdrawing the Form S-1 and we will be filing
      a
      Form S-3 for the selling shareholders now identified in the Form S-1.

    If
      needed, we would be pleased to arrange a conference call with the staff to
      further explain our proposed response.

            Securities and Exchange Commission

          Division of Corporation Finance

          Supplemental Information

          February 16, 2006

          Page 2 of 3

    Form
      10-Q for the Periods Ended September 30, 2005

    Note
      6, page 11

            2.

              We
                note your response to our prior comment three in our letter dated
                November
                18, 2005 where you discuss the gain you have deferred on the sale
                of Rocky
                Mountain Gas, Inc. The manner by which you are accounting for your
                investment in Enterra US Acquisitions, Inc. shares in the interim
                remains
                unclear, as do the circumstances under which you will recognize the
                gain
                into income. Please tell us how you account for your investment in
                Enterra
                US Acquisitions Inc. shares presently, and your plans once the one
                year
                holding period has passed. Also clarify whether you intend to recognize
                the deferred gain at that time, or only upon subsequent sale of those
                shares. In addition, please clarify what you mean when you state
                that you
                “…will recognize the additional gain or loss when the shares are
                ultimately sold.” Please cite the specific authoritative accounting
                literature that you have relied upon in evaluating the deferral and
                recognition of this gain; and in formulating a view on any accounting
                that
                may be necessary for the conversion
                feature.

    Response:

    Our
      response dated January 16, 2005 recorded the details of the transaction. We
      will
      therefore refer to the details in that earlier response and not repeat
      them.

    The
      investment in Enterra US Acquisitions Inc. Class D shares is being accounted
      for
      as a long term investment in a non affiliated company. A fair market value
      or
      readily determinable fair value for the shares of Enterra Acquisitions is not
      available. In accordance with FAS 107 management made its, “best estimate of
      fair value ... based on the quoted market price of a financial instrument with
      similar characteristics or on valuation techniques (…using the present value of
      estimated future cash flows using a discount rate commensurate with the risks
      involved, … pricing models or matrix pricing models.)” Management of the Company
      therefore estimated the risk and volatility of the Enterra shares at 10%. The
      discount of 10% was recorded as deferred income as detailed in our previous
      response, as an offset to the estimated value of the shares at the time of
      closing. The carrying value for these shares as of September 30, 2005 was
      $13,172,300; please note that this value includes the 10,931 shares which belong
      to Yellowstone Fuels as a consolidated entity.

          Securities and Exchange Commission

          Division of Corporation Finance

          Supplemental Information

          February 16, 2006

          Page 3 of 3

    (b)
      At
      June 1, 2006, the Class D shares of Enterra Acquisitions automatically convert
      on a one for one basis into Units of Enterra. At that time the Units will have
      a
      quoted market value and will be readily available for sale. The previously
      booked deferred gain will be netted against the carrying value of the Enterra
      Units and any additional gain or loss based on the fair market value at the
      time
      of conversion will also be recognized. Management currently intends to sell
      the
      Units after June 1, 2006. The gain or loss from the sale of those Units will
      be
      recognized at the time of sale for each reporting period. In the event that
      the
      Units are not sold comprehensive income will be recognized on those Units during
      each reporting period as per FAS 115.

    We
      submit
      that this is the proper treatment of the transaction. We believe that an
      amendment to the subject Form 10-Q is not necessary, and propose to make more
      detailed disclosure in future 1934 Act filings.

    We
      look
      forward to hearing from you at your earliest convenience. In the event that
      you
      would like us to arrange a conference call please call either myself or Steve
      Rounds, SEC Counsel at (303) 377-6997. We will have Mr. Rounds and Mark Weber,
      our Independent Accountant from Epstein Weber & Conover, PLC on the phone.
      Thank you.

    Sincerely,

    /s/
      Robert Scott Lorimer

    ___________________________

    U.S.
      Energy Corp.

    Robert
      Scott Lorimer

    CFO/V.P.
      Finance

    cc:
            Steve Rounds

        Mark
      Weber

        Daniel
      P.
      Svilar - General Counsel

        Keith
      G.
      Larsen - CEO and Chairman

        Mark
      J.
      Larsen - President and COO

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

DIVISION OF CORPORATION FINANCE
MAIL STOP 7010
        March 21, 2006

Mr. Daniel P. Svilar
U.S. Energy Corp.
877 North 8th West
Riverton, WY 82501

 Re: U.S. Energy Corp.
Post-Effective Amendment No. 1 to Form S-1
  Filed October 25, 2005
  File No. 333-115477

  Form 10-K for the Fiscal Year Ended December 31, 2004
  Filed April 15, 2005
  File No. 0-06814

  Form 10-Q for the Period Ended September 30, 2005
  Filed November 14, 2005

Dear Mr. Svilar:

We have reviewed your response letters dated February 21, 2006 and March 16,
2006 and have the following additional comments.  Where indicated, we think you
should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please file your letters dated February 21, 2006 and March 16, 2006 as correspondence with us on EDGAR as required by Rule 101(a)(2) of Regulation S-T.

Mr. Daniel P. Svilar
U.S. Energy Corp.
March 21, 2006 page 2

Form 10-Q for the Periods Ended September 30, 2006

Note 6, page 11

2. We have read your February 21, 2006 response to prior comment 2, regarding the gain you have deferred on the sale of Rocky Mountain Gas, Inc., and the additional details related to this matter provided in your March 16, 2006 response letter.  We understand that you calculated your gain as 10 percent of the market value of the Enterra Energy Trust units into which the Class D shares will convert after the one year holding period has elapsed; and that this value corresponds to your estimate of risk and volatility associated with the market price of the Enterra Energy Trust units.  You further explain that you plan to net the deferred gain against the market value of the units once conversion occurs and recognize any additional gain or loss indicated at that time in comprehensive income until the units are eventually sold.

We believe the conversion feature associated with your Class D units would need to be evaluated under the guidance in paragraph 12 of SFAS 133, pertaining to embedded derivative instruments.  The primary question in determining whether the conversion feature would need to be accounted for separately as a derivative instrument is posed in subparagraph (a), concerning whether the economic characteristics and risks of the embedded instrument are clearly and closely related to those of the host contract.  Given the clarifying guidance in paragraph 60 of SFAS 133, stating “…an embedded derivative would need to posses principally equity characteristics (related to the same entity) to be considered clearly and closely related to the host contract,” as well as the guidance in paragraph 61(e), more generally as it relates to puts and calls under which an issuer may reacquire an equity instrument, it appears the conversion feature on Class D shares would not be appropriately regarded as clearly and closely related to its host contract.  As such, it appears that it may be necessary for you to restate your financial statements to account for the embedded derivative at fair value, with changes in fair value reported in earnings, as prescribed in paragraphs 17 and 18(a) of SFAS 133.  If you believe the impact of this change would not be material, or if there is additional information that you believe would yield a different answer, you may submit your analysis for further review.  Under this scenario, please ensure that you address the impact on each interim and annual period.

Closing Comments

Mr. Daniel P. Svilar
U.S. Energy Corp.
March 21, 2006 page 3

As appropriate, please amend your filings in response to these comments.  You
may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

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 all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  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.

 Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us a letter, acknowledging 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 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.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Please contact Jenifer Gallagher at (202) 551-3706 or Karl Hiller, Branch Chief,
at (202) 551-3686 if you have questions regarding comments on the financial statements and related matters.  Please contact Jason Wynn at (202) 551-3756 or me at (202) 551-

Mr. Daniel P. Svilar
U.S. Energy Corp.
March 21, 2006 page 4

3740 with any other questions.  Direct all correspondence to the following ZIP code:  20549-7010.

        S i n c e r e l y ,

        H .  R o g e r  S c h w a l l
        A s s i s t a n t  D i r e c t o r

cc:   J. Wynn
       J. Gallagher
       K. Hiller

       Stephen E. Rounds, Esq.
       (303) 377-0231

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								January 26, 2006

Mr. Daniel P. Svilar
U.S. Energy Corp.
877 North 8th West
Riverton, WY 82501

	Re:	U.S. Energy Corp.
      Post-Effective Amendment No. 1 to Form S-1
		Filed October 25, 2005
		File No. 333-115477

		Form 10-K for the Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
		File No. 0-06814

		Form 10-Q for the Period Ended September 30, 2005
		Filed November 14, 2005

Dear Mr. Svilar:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

General

1. We understand that you would prefer to limit compliance with
our
prior comments to future filings on Forms 10-K and 10-Q.  We are
considering your request.
Form 10-Q for the Periods Ended September 30, 2005

Note 5, page 10

2. We note your response to our prior comment three in our letter
dated November 18, 2005 where you discuss the gain you have
deferred
on the sale of Rocky Mountain Gas, Inc.  The manner by which you
are
accounting for your investment in Enterra US Acquisitions Inc.
shares
in the interim remains unclear, as do the circumstances under
which
you will recognize the gain into income.  Please tell us how you
account for your investment in Enterra US Acquisitions Inc. shares
presently, and your plans once the one year holding period has
passed.  Also clarify whether you intend to recognize the deferred
gain at that time, or only upon subsequent sale of those shares.
In
addition, please clarify what you mean when you state that you
"...will recognize the additional gain or loss when the shares are
ultimately sold."  Please cite the specific authoritative
accounting
literature that you have relied upon in evaluating the deferral
and
recognition of this gain; and in formulating a view on any
accounting
that may be necessary for the conversion feature.

Closing Comments

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging 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 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Jennifer Gallagher at (202) 551-3706 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jason Wynn at (202) 551-3756 or me at (202) 551-
3740
with any other questions.  Direct all correspondence to the
following
ZIP code:  20549-7010.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:   J. Wynn
       J. Gallagher
       K. Hiller

       Stephen E. Rounds, Esq.
       (303) 377-0231
??

??

??

??

Mr. Daniel P. Svilar
U.S. Energy Corp.
January 26, 2006
page 1

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

  DIVISION OF CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

      USE Letter to SEC 1-16-06

    January
      16, 2006

    Fax
      202.845.1281

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549-7010

    Attn: Jennifer
      Gallagher

    Re: U.S.
      Energy Corp.

    Post-Effective
      Amendment No. 1 to Form S-1

    Filed
      October 25, 2005

    File
      No.333-115477

    Form
      10-K
      for the Fiscal Year Ended December 31, 2004

    Filed
      April 15, 2005

    File
      No.
      0-06814

    Form
      10-Q
      for the Period Ended September 30, 2005

    Filed
      November 14, 2005

    Supplemental
      Information

    Dear
      Ms.
      Gallagher:

    We
      have
      reviewed the November 18, 2005 comment letter, and propose to make conforming
      changes in future periodic reports (beginning with the Form 10-K for the year
      ended December 31, 2005). We submit to you that while the subject disclosures
      in
      the periodic reports certainly need clarification and correction, those
      disclosures, taken alone, are not of sufficient gravity to warrant amending
      prior reports.

    In
      addition, we propose to amend the Form S-1 only to clean up the inadvertent
      omissions of execution date and the prior audit firm consent, and other respects
      to update disclosures for the passage of time since the initial filing. If
      the
      staff does not concur with our position on future conforming changes in periodic
      reports, we will file amendments to those documents, then amend the S-1 as
      necessary. However, in that event, because the 2004 audited financial statements
      in the S-1 will go stale on February 14, 2006, we may withdraw the Form S-1
      and
      file a Form S-3 (after the new Form 10-K for year ended December 31, 2005 has
      been filed) for the selling shareholders now identified in the Form
      S-1.

    If
      needed, we would be pleased to arrange a conference call with the staff to
      further explain our proposed responses.

          Securities
            and Exchange Commission

          Division
            of Corporation Finance

          Supplemental
            Information

          January
            16, 2006

          Page
            2
of
            9

    Post-Effective
      Amendment No. 1 to Form S-1

    Exhibits

            1.

              Please
                file consent from your predecessor accountant in an amendment to
                the Form
                S-1.

    Response:

    The
      consent of Grant Thornton, our predecessor independent accountant, was
      inadvertently omitted. If we file an amendment to the Form S-1, we will file
      the
      consent. In the meantime, if desired by the staff. we will file a short-form
      amendment to include the consent.

    Signatures

            2.

              Please
                revise to specify the date your document was
                signed.

    Response:

    Thank
      you. The S-1 was signed on October 25, 2005, but the date was inadvertently
      omitted from the filing. If we file an amendment to the Form S-1, the execution
      date will be disclosed. In the meantime, if desired by the staff, we wil file
      a
      short-form amendment to include the original execution date.

    Form
      10-K for the Fiscal Year Ended December 31, 2004

    Financial
      Statements, page 56

    Balance
      Sheets, page 60

            3.

              We
                note you present $2,599,000 and $2,726,600 as deferred gain on sale
                of
                asset on your consolidated balance sheets at December 31, 2004 and
                2003.
                Similarly, we note you added an additional line item in your subsequent
                reports on Form 10-Q for the deferral of gain on the sale of Rocky
                Mountain Gas, Inc. at June 30 and September 30, 2005. Disclose the
                origin
                of these account balances in the applicable filings, including the
                terms
                under which they were generated, and the circumstances under which
                you
                will recognize the gain into income. Also disclose how each element
                of
                consideration was valued, and the manner by which you will account
                for
                changes in value until realization occurs. Please submit detailed
                computations of your gains, showing the amounts ascribed to each
                component, including book values of assets and liabilities
                relieved.

    Response:

    We
      reported $1,279,000 at December 31, 2004 and $1,295,700 at December 31, 2003
      as
      deferred gain on the sale of assets. The dollar amounts stated in the comment
      are the forfeitable dollar amounts reported for the years ended December 31,
      2004 and 2003. As the balance of this

            Securities
              and Exchange Commission

            Division
              of Corporation Finance

            Supplemental
              Information

            January
              16, 2006

            Page 3
              of
              9

    comment
      relates to deferred gain calculations, we are responding to the deferred gain
      on
      sale of asset line item.

    In
      the
      Form 10-K for the year ended December 31, 2003, Note F-Mineral Claims
      Transactions, page 75 (Rocky Mountain Gas, second paragraph),we made the
      following disclosure on the deferred gain on the stock sale of Canyon Resources
      to Cactus Group LLC.

    “On
      August 1, 2003, the Company sold all of the stock of Canyon Resources as a
      result of Plateau entering into a Stock Purchase Agreement to sell all the
      outstanding shares of Canyon Homesteads, Inc. ("Canyon") to The Cactus Group
      LLC, a newly formed Colorado limited liability company. The Cactus Group
      purchased all of the outstanding stock of Canyon for $3,470,000. Of that amount,
      $349,300 was paid in cash at closing and the balance of $3,120,700 is to be
      paid
      under the terms of a promissory note.

    The
      sale
      did not qualify for gain recognition under the full accrual method. A gain
      of
      $1,295,700 was deferred and reported in the consolidated balance sheet at
      December 31, 2003. The sale will be recognized by the installment method as
      cash
      payments are received from the purchaser. An installment note receivable of
      $2,988,000 at December 31, 2003 will be reduced as payments are
      received.

    Pursuant
      to the promissory note, the Company is to receive $5,000 per month for the
      months of November 2003 to March 2004 and $10,000 for the months of November
      2004 to March 2005 and $24,000 per month for the months of April to October
      2004
      and $24,000 per month on a monthly basis after March of 2005 from The Cactus
      Group until August of 2008, at which time, a balloon payment of $2.8 million
      is
      due. The note is secured with all the assets of The Cactus Group and Canyon
      along with personal guarantees by the six principals of The Cactus Group. As
      additional consideration for the sale, the Company will also receive the first
      $210,000 in gross proceeds from the sale of either single family or mobile
      home
      lots in Ticaboo.”

    The
      amount of the deferred gain at December 31, 2003 was calculated as
      follows:

          Securities
            and Exchange Commission

          Division
            of Corporation Finance

          Supplemental
            Information

          January
            16, 2006

          Page 4
            of
            9

              Gross
                Proceeds

              $

              3,470,000

              Net
                Value of Assets

              &
                Liabilities

              (1,803,800

              )

              Commission
                on Sale

              (165,000

              )

              Amount
                due Cactus

              (48,800

              )

              Subtotal

              $

              1,452,400

              Deferred
                Gain

              (1,295,700

              )

              Net
                Gain

              $

              156,700

    The
      sale
      of Canyon Resources was accounted for under FAS-66 as a Real Estate Installment
      Sale. The basis for the accounting was that all of the assets owned by Canyon
      Resources were real estate. The assets consisted of a motel, a restaurant,
      a
      convenience store, a boat storage facility and a town site with electrical,
      curb
      and gutter, and water and sewer improvements. The amount of the sale deferred
      was calculated by using the total sales price of $3,470,000 as the denominator
      and the actual amount of cash received by the Company from the sale of $349,300
      as the numerator, which yielded 10%. Using this logic, only 10%, allowing for
      rounding, of the total gain from the sale was therefore recognized during the
      year ended December 31, 2003 with the balance being deferred until actually
      realized.

    Although
      the disclosure was shortened on the Form 10-K for the year ended December 31,
      2004, the primary components of the transaction are disclosed in Note F, page
      82. None of the details of the transaction have changed since the date of the
      transaction. During the year ended December 31, 2004 the amount of the deferred
      gain was reduced by $16,700 from the amount of deferred gain reported at
      December 31, 2003. The reduction of the gain is consistent with the disclosure
      made at December 31, 2003.

    The
      second part of the comment refers to the deferred gain on the sale of RMG.
      The
      sale of RMG is described in footnote 6, page 10, MD&A pages 18, 19 and 25
      for the quarter ended June 30, 2005. Although the transaction is described
      in
      these areas of the 10-Q, the deferred gain on the sale of RMG is not
      specifically identified.

    The
      deferred gain on the sale of RMG is the difference between the net present
      value
      of the Enterra US Acquisitions Inc. shares, using a 10% discount rate that
      the
      Company and Crested received as consideration for the sale. The Company and
      Crested received a total of 682,345 shares of Acquisitions; the shares must
      be
      held for one year from June 1, 2005. Thereafter, the shares automatically
      convert on a one for one basis into units in Enterra, which will then be
      saleable on the Toronto Stock Exchange.

    The
      Acquisitions shares had a value of $19.00 per share (a total of $12,964,555).
      Using a 10% discount factor, the shares have a net present value of $11,785,959.
      The $1,178,596 difference between the value of the Acquisitions shares and
      the
      net present value was recorded as a deferred gain on the sale of RMG due to
      the
      uncertainty of what the value will be on June 1, 2006. This discount is
      appropriate; we will recognize the additional gain or loss when the shares
      are
      ultimately sold.

            Securities
              and Exchange Commission

            Division
              of Corporation Finance

            Supplemental
              Information

            January
              16, 2006

            Page 5
              of
              9

              Value
                of Acquisition Shares 682,345 @ $19

              $

              12,964,600

              Net
                Present Value of Shares

              (11,786,000

              )

              Deferred
                Gain

              $

              1,178,600

    We
      propose to make additional disclosure in the Form 10-K for the year ended
      December 31, 2005. We do not believe that the omission of this disclosure in
      the
      Form 10-Q requires an amendment to the Form 10-Q.

    Note
      B-Summary of Significant Accounting Policies, page 71

    Revenue
      Recognition, page 74

            4.

              In
                your disclosure you state management fees are for operating and overseeing
                coalbed methane production and oil production on the Fort Peck Reservation
                in Montana. It is our understanding that you do not hold an interest
                in
                this property. However, on page 49 you do state that management fee
                revenues increased in 2004 due to your acquisition of producing gas
                properties. Tell us the extent to which you have reported as revenue
                fees
                paid to you for operating properties in which you hold an interest.
                Please
                understand that any such management and service fees should be recorded
                as
                reimbursements of costs, offsetting the costs that were specifically
                incurred to provide the services, with any excess of fees over costs
                credited to the full cost pool, to comply with Rule 4-10(c)(6)(iii)
                and
                (iv) of Regulation S-X. Please revise your policy disclosure to describe
                your accounting for management fees and to include the amount of
                such fees
                that were credited to the full cost pool for each period presented.
                If you
                believe the amounts do not warrant disclosure due to immateriality,
                you
                may provide this information on a supplemental
                basis.

    Response:

    The
      breakdown of the management fees line item for the year ended December 31,
      2004
      is:

                Management
                  Fees RMG

                $

                796,300

                Oil
                  Sales

                143,800

                UPC
                  payments

                175,000

                N/R
                  Employee - Reserved

                47,300

                Miscellaneous

                17,500

                Total
                  Reported

                $

                1,179,900

    The
      management fee revenues from the sale of oil in Montana is correctly reported
      as
      management fees as we do not own the oil, but receive a fee from the Assiniboine
      Sioux tribes as the oil is produced. The revenues from UPC, notes receivable
      from employees and miscellaneous should be classified as “Other Revenues.” We
      propose that in future 1934 Act filings; we change the description to
“Management Fees and Other.”

              Securities
                and Exchange Commission

              Division
                of Corporation Finance

              Supplemental
                Information

              January
                16, 2006

              Page 6
                of
                9

    The
      fees
      for managing the RMG wells for RMG are recognized on wells in which RMG owned
      an
      interest. RMG’s portion of the operating costs of these wells exceeded the
      revenue recognized by the Company in its consolidated financial statements.
      As
      there is no excess revenue to credit against the full cost pool, the balance
      sheet and net earnings as well as earnings per share do not change by a
      reclassification. Lastly, all operations of RMG are now reported as discontinued
      operations, which we submit resolves any

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								November 18, 2005

Mr. Daniel P. Svilar
U.S. Energy Corp.
877 North 8th West
Riverton, WY 82501

	Re:	U.S. Energy Corp.
      Post-Effective Amendment No. 1 to Form S-1
		Filed October 25, 2005
		File No. 333-115477

		Form 10-K for the Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
		File No. 0-06814

		Form 10-Q for the Period Ended September 30, 2005
		Filed November 14, 2005

Dear Mr. Svilar:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Post-Effective Amendment No. 1 to Form S-1

Exhibits

1. Please file a consent from your predecessor accountant in an
amendment to the Form S-1.

Signatures

2. Please revise to specify the date your document was signed.

Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements, page 56

Balance Sheets, page 60

3. We note you present $2,599,000 and $2,726,600 as deferred gain
on
sale of asset on your consolidated balance sheets at December 31,
2004
and 2003.  Similarly, we note you added an additional line item in
your subsequent reports on Form 10-Q for the deferral of gain on
the
sale of Rocky Mountain Gas, Inc. at June 30 and September 30,
2005.
Disclose the origin of these account balances in the applicable
filings, including the terms under which they were generated, and
the
circumstances under which you will recognize the gain into income.
Also disclose how each element of consideration was valued, and
the
manner by which you will account for changes in value until
realization occurs.  Please submit detailed computations of your
gains, showing the amounts ascribed to each component, including
book
values of assets and liabilities relieved.

Note B - Summary of Significant Accounting Policies, page 71

Revenue Recognition, page 74

4. In your disclosure you state management fees are for operating
and
overseeing coalbed methane production and oil production on the
Fort
Peck Reservation in Montana.  It is our understanding that you do
not
hold an interest in this property.  However, on page 49 you do
state
that management fee revenues increased in 2004 due to your
acquisition
of producing gas properties.  Tell us the extent to which you have
reported as revenue fees paid to you for operating properties in
which
you hold an interest.  Please understand that any such management
and
service fees should be recorded as reimbursements of costs,
offsetting
the costs that were specifically incurred to provide the services,
with any excess of fees over costs credited to the full cost pool,
to
comply with Rule 4-10(c)(6)(iii) and (iv) of Regulation S-X.
Please
revise your policy disclosure to describe your accounting for
management fees and to include the amount of such fees that were
credited to the full cost pool for each period presented.  If you
believe the amounts do not warrant disclosure due to
immateriality,
you may provide this information on a supplemental basis.

Form 10-Q for the Period Ended September 30, 2005

Statements of Cash Flows, page 7

5. We note that you present cash flows used/received in the
development of mining claims as a component of cash flows from
investing activities.  Please note the determination of proven and
probable reserves, as defined by Industry Guide 7, is generally
required prior to the capitalization of mine development costs.
Therefore, we ordinarily expect costs relating to the exploration
or
development of mine claims for which there are no proved reserves
to
be expensed as incurred, and all related cash flows to be reported
as
operating activities in the Statements of Cash Flows.  Explain to
us
the nature of the activities associated with the costs reflected
in
this line item, and tell why you believe these cash flows are
appropriately classified as investing activities.

Note 5, page 10

6. We note you have reported the sale of Rocky Mountain Gas, Inc.
(RMG) as a discontinued operations.  Please comply fully with the
reporting and disclosure requirements outlined in paragraphs 41
through 48 of SFAS 144.

Note 6, page 11

7. We note your disclosure indicating that you received $500,000
cash
from Enterra as consideration for the sale of RMG on June 1, 2005.
However, on page 18 of your second quarter report on Form 10-Q,
you
state that you did not receive any cash from the sale of RMG
during
the six months ended June 30, 2005.  Finally, in the Statement of
Cash
Flows in your two most recent interim reports on Form 10-Q, you
report
cash outflows of $881,800 related to this sale.  Please reconcile
these differences for us and clarify within your disclosure the
cash
received and/or expended in consummating the transaction.

Management`s Discussion and Analysis, page 18

Capital Resources, page 22

Joint Venture with Uranium Power Corp., page 22

8. We note that you entered into an agreement in 2004 to sell a
50%
undivided interest in certain properties to Uranium Power Corp.
(UPC),
and in 2005 you entered into a joint venture with UPC to explore,
develop and mine these properties.  Disclose how you are
accounting
for the joint venture.  In addition, tell us why you have
classified
consideration received from UPC as Management fees, as this
caption
does not appear to depict the underlying origin of these amounts.

Closing Comments

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      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 all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging 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 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      Please contact Jennifer Gallagher at (202) 551-3706 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jason Wynn at (202) 551-3756 or me at (202) 551-
3740
with any other questions.  Direct all correspondence to the
following
ZIP code:  20549-7010.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:   J. Wynn
       J. Gallagher
       K. Hiller

       Stephen E. Rounds, Esq.
       (303) 377-0231
??

??

??

??

Mr. Daniel P. Svilar
U.S. Energy Corp.
November 18, 2005
page 1

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

  DIVISION OF CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

							May 13, 2005

via facsimile and U.S. mail

Keith G. Larsen
President
U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501

Re:	U.S. Energy Corp.
Form S-3 filed April 22, 2005
	File No. 333-124277

Dear Mr. Larsen:

	We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  We may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

S-3
S-3 Eligibility

1. We note your timely filing of a Form 12b-25.  However, it
appears
that your 10Q that was filed on 5/24/04 was filed 7 calendar days
after the due date of that report. As a result of the form being
filed after the deadline for filing, you would be ineligible to
file
a Form S-3. Please look into this issue and response to us in
writing
why you believe you are eligible to file an S-3, at this time.

Convertible Debentures and Warrants, page 15

2. Expand your disclosure under "Warrants" at page 16 to explain
in
greater detail how the "anti-dilution" provisions operate.  Also
make
clear whether there is a limit on the number of additional shares
that could be potentially issuable, or if the 535,598 number is
only
an estimate.  Describe the potential adverse impact on market
price
if there are a substantial number of warrant exercises, or explain
to
us why you believe that is not a reasonable possibility.  We may
have
additional comments.

Closing Comments

      As appropriate, please amend your registration statements
and
Exchange Act reports in response to these comments.  You may wish
to
provide us with marked copies of the amendments to expedite our
review.  Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

Direct questions relating to all disclosure issues to Carrie
Darling,
at (202) 942-2972 or, in her absence, to Timothy Levenberg,
Special
Counsel, at (202) 942-1896.   Direct all correspondence to us at
the
following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	via facsimile
	Mr. Stephen E. Rounds, Esq.

      Timothy Levenberg
      Carrie Darling
??

??

??

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U.S. Energy Corp.
May 13, 2005
page 3

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</DOCUMENT>

CORRESP
1
filename1.htm

      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