U.S.
Energy Corp.
877
North 8th
West
Riverton,
Wyoming 82501
Tel.
307.856.9271.2467 Fax 307.857.3050
November
2, 2006
Edgar
Securities
and Exchange Commission
Division
of Corporation Finance
100
F
Street NE
Washington,
D.C. 20549-2001
Attn: Jason
Wynn
Re:
U.S.
Energy Corp.
Pre-Effective
Form S-3 - File No. 333-135958
Application
for Withdrawal
Dear
Commissioners:
By
this
letter, U.S. Energy Corp. (the “company”) applies for withdrawal of the subject
registration statement.
The
grounds for our application are as follows:
As
of
October 31, 2006, the company and Cornell Capital, LP (“Cornell”) terminated the
standby equity distribution agreement (the “SEDA”) and the registration rights
agreement (as those agreements had been previously amended). As of the same
date, the company and Newbridge Securities Corp. (“Newbridge”) terminated the
placement agent agreement which had been entered into with Newbridge in
connection with the SEDA. Today, we have filed a Form 8-K disclosing
termination.
The
company will file an amendment to another pending pre-effective registration
statement (333-137139) to add Cornell and Newbridge as selling shareholders
for
(i) the total of 69,930 shares issued to those parties by the company in
April
2006; and (ii) the 100,000 shares underlying a warrant issued to Cornell
in May
2006. Registration statement 333-137139 will not related to any primary
financing by Cornell or Newbridge, because the SEDA has been terminated and
there is no other agreement in place with Cornell or Newbridge.
Please
advise our securities counsel, Stephen E. Rounds (tel. 303.377.6997, fax
303.377.0231) if the staff has any questions.
Yours
Truly,
/s/Robert
Scott Lorimer
Chief
Financial Officer