
                                                                   EXHIBIT 23.2

                                STEPHEN E ROUNDS
                                 Attorney at Law

4635 EAST EIGHTEENTH AVENUE                            TELEPHONE (303) 377-6997
DENVER COLORADO 80220 USA                              FACSIMILE (303) 377-0231

                                  June 29, 1998


U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501

Re:      Registration Statement on Form S-1

Gentlemen:

         I hereby  consent  to the  filing of my  opinion  as an  exhibit to the
registration  statement  on Form S-1.  However,  I do not admit that I am in the
category of those  persons  whose  consent is required to be so filed by Section
7(a) of the Securities Act of 1933.


                                            Yours Sincerely,

                                              s/ Stephen E.  Rounds





