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 |