US ENERGY CORP — Director's Dealing 2007

Jul 19, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2007-07-05

Reporting Person: LARSEN MARK J (Director, PRESIDENT & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-05	U.S. Energy Common Stock	M	44444	$2.25	Acquired	94022	Direct
2007-07-05	U.S. Energy Common Stock	M	26481	$2.46	Acquired	120503	Direct
2007-07-05	U.S. Energy Common Stock	F	29024	—	Disposed	91479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-05	Employee Option 4 (Right to Buy)	$2.25	M	44444	Disposed	2011-12-07	U.S. Energy Common Stock (44444)	Direct
2007-07-05	Employee Option 5 (Right to Buy)	$2.46	M	26481	Disposed	2014-06-30	U.S. Energy Common Stock (26481)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
U.S. Energy Common Stock	4600	Indirect
U.S. Energy Common Stock	46460	Indirect
U.S. Energy Common Stock	119751	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Option 1 (Right to Buy)	$2.88	2008-09-05	U.S. Energy Common Stock (27782)	27782	Direct
Employee Option 2 (Right to Buy)	$2.40	2011-01-09	U.S. Energy Common Stock (41248)	41248	Direct
Employee Option 3 (Right to Buy)	$3.90	2011-12-06	U.S. Energy Common Stock (100000)	100000	Direct
Employee Option 6 (Right to Buy)	$3.86	2015-10-13	U.S. Energy Common Stock (100000)	100000	Direct

Footnotes

F1: Surrendered shares for payment of exercise of options.

F2: Includes 91,479 shares held directly by the Reporting Person.

F3: Includes 4,600 shares indirectly held by the Reporting Person as Custodian for minor children under the Wyoming Uniform Transfers to Minors Act. The Reporting Person disclaims beneficial and pecuniary interest in these shares.

F4: Shares held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person. Subsequent to the final year end close the number of shares issued to the Reporting Person's ESOP account may be adjusted.

F5: Includes a balance of shares held in ESOP accounts established to benefit members of the Reporting Persons 'Immediate Family', as that term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2).

F6: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

F7: Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.