US ENERGY CORP — Director's Dealing 2007

Apr 3, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2007-04-02

Reporting Person: LARSEN KEITH G (Director, CHAIRMAN & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-04-02	U.S. Energy Common Stock	J	2500	—	Acquired	159556	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
U.S. Energy Common Stock	300556	Indirect
U.S. Energy Common Stock	7500	Indirect
U.S. Energy Common Stock	60041	Indirect
U.S. Energy Common Stock	106170	Indirect
U.S. Energy Common Stock	155811	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Option 1a (Right to Buy)	$2.00	2008-09-25	U.S. Energy Common Stock (52718)	52718	Direct
Employee Option 2 (Right to Buy)	$2.40	2011-01-09	U.S. Energy Common Stock (267734)	267734	Direct
Employee Option 3 (Right to Buy)	$3.90	2011-12-06	U.S. Energy Common Stock (100000)	100000	Direct
Employee Option 4 (Right to Buy)	$2.25	2011-12-07	U.S. Energy Common Stock (52556)	52556	Direct
Employee Option 5 (Right to Buy)	$2.46	2014-06-30	U.S. Energy Common Stock (84350)	84350	Direct
Employee Option 6 (Right to Buy)	$3.86	2015-10-13	U.S. Energy Common Stock (100000)	100000	Direct

Footnotes

F1: Shares issued to the Reporting Person under the USEG 2001 Stock Compensation Plan. The issuance of these shares is for the funding obligation under the plan for the second quarter of the calendar year ending December 31, 2007. The Issuer has agreed under the terms of the Plan to pay all taxes due. The Reporting Person has agreed not to sell these shares to the market or pledge them on obligations until after his (i) retirement; (ii) total disability or (iii) in the case of the death of the Reporting Person his estate may sell the shares of stock.

F2: Includes 150,736 shares held directly by the Reporting Person.

F3: Includes 8,820 shares issued under the USEG Restricted Stock Bonus Plan which are subject to forfeiture by the Reporting Person. The forfeitable shares issued the plan are deemed 'earned out' by the Reporting Person: (i) if he is continuously employed by USEG until he retires; (ii) if he becomes disabled; (iii) upon his death, or (iv) if the shares are claimed within three years following the occurrence of (i) (ii) (iii). The treasurer of USEG holds the shares in trust for the benefit of the Reporting Person, while non-employee directors of USEG exercise shared voting and dispositive rights over all forfeitable shares. Distributions to the Reporting Person will not be separately reported. The acquisitions of the shares by the Reporting Person from the Plan are exempt under Rule 16b-3.

F4: Includes 175,000 shares held by Sutter Gold Mining Co., Inc. (SGMI), a subsidiary of USEG. The Reporting Person is an Officer and/or Director of both USEG and SGMI and is not a controlling shareholder and does not have or share investment controll over these shares, and therefore does not have a pecuniary interest in the USEG shares held by SGMI, under rule 16a-1(a)(2)(iii).

F5: Includes 125,556 shares held by Plateau Resources Limited (Plateau), a wholly owned subsidiary of USEG. The Reporting Person is an Officer and/or Director of both USEG and Plateau and is not a controlling shareholder and does not have or share investment controll over these shares, and therefore does not have a pecuniary interest in the USEG shares held by Plateau, under rule 16a-1(a)(2)(iii).

F6: Includes 7,500 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.

F7: Includes 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.

F8: 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).

F9: Shares issued to be held in the ESOP which are not allocated to accounts established for the benefit of specific plan participants. The Reporting Person, as an ESOP Trustee, exercises the voting powers with respect to such unallocated shares.

F10: Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.

F11: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.