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 |
