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 |