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
