(DEL AM)
February 13 2017 - 4:35PM
Edgar (US Regulatory)
|
4643 Ulster St.
Suite 970
Denver, CO 80237
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Ph: (303) 993-3200
www.usnrg.com
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February 13, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Re: U.S.
Energy Corp.
Registration Statement on Form S-3 (No. 333-215887)
Ladies and Gentlemen:
We are filing this letter in order to provide
the staff of the Division of Corporation Finance sufficient time to perform its customary screening and review of registration
statements prior to their effectiveness.
Reference is made to the Registration Statement
on Form S-3 (File No. 333-215887) filed with the Securities and Exchange Commission by U.S. Energy Corp. (the “Registrant”)
on February 3, 2017. Pursuant to Rule 473 of the Securities Act of 1933 (the “Act”), as amended, the following delaying
amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated into the facing page of the Registration Statement immediately
following the calculation of the registration fee:
“The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.”
If you have any questions regarding this request,
please contact Kenneth Witt at (303) 292-7722. Thank you for your attention to this matter.
Kind Regards,
/s/ David A.
Veltri
David A. Veltri
Director, President and Chief Executive
Officer
cc: Kutak Rock LLP
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