April 22, 2020

Daniel P. Poneman
President and Chief Executive Officer
Centrus Energy Corp.
6901 Rockledge Drive, Suite 800
Bethesda, Maryland 20817

       Re: Centrus Energy Corp.
           Preliminary Proxy Statement on Schedule 14A
           Filed April 15, 2020
           File No. 001-14287

Dear Mr. Poneman:

       We have reviewed your filing and have the following comment. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A

PROPOSAL 2. APPROVAL OF THE SECTION 382 RIGHTS AGREEMENT, AS
AMENDED, page 33

1.    Please revise to disclose the reasons for and general effect of
shareholder approval for
      Proposal 2. In this regard, we note that while the Initial Rights
Agreement was approved
      by your stockholders, it appears that all amendments thereto (i.e., the
First Amendment,
      Second Amendment, and Third Amendment) were each adopted without
stockholder
      approval because it was not required under the Rights Agreement. We
further note that
      the Third Amendment approved by the Board and adopted by the Company on
April 13,
      2020 changed the Final Expiration Date from April 5, 2022 to June 30,
2021. Please
      revise to explain why the Board expects to further amend the Rights
Agreement to provide
      that the Final Expiration Date will be August 31, 2020 if the Rights
Agreement, as
      amended, is not approved by stockholders. Please refer to Item 19 of
Schedule 14A.
       We remind you that the company and its management are responsible for
the accuracy
 Daniel P. Poneman
Centrus Energy Corp.
April 22, 2020
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548
or Lauren
Nguyen, Legal Branch Chief, at 202-551-3642 with any questions.



FirstName LastNameDaniel P. Poneman                       Sincerely,
Comapany NameCentrus Energy Corp.
                                                          Division of
Corporation Finance
April 22, 2020 Page 2                                     Office of Energy &
Transportation
FirstName LastName