US ENERGY CORP — Director's Dealing 2007

Feb 7, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2007-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-05	U.S. Energy Common Stock	J	4418	—	Acquired	46460	Indirect
2007-02-05	U.S. Energy Common Stock	J	10601	—	Acquired	119751	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
U.S. Energy Common Stock	42078	Direct
U.S. Energy Common Stock	4600	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Option 1 (Right to Buy)	$2.875	2008-09-05	U.S. Energy Common Stock (27782)	27782	Direct
Employee Option 2 (Right to Buy)	$2.400	2011-01-09	U.S. Energy Common Stock (41248)	41248	Direct
Employee Option 3 (Right to Buy)	$3.900	2011-12-06	U.S. Energy Common Stock (100000)	100000	Direct
Employee Option 4 (Right to Buy)	$2.250	2011-12-07	U.S. Energy Common Stock (97000)	97000	Direct
Employee Option 5 (Right to Buy)	$2.460	2014-06-30	U.S. Energy Common Stock (125000)	125000	Direct
Employee Option 6 (Right to Buy)	$3.860	2015-10-13	U.S. Energy Common Stock (100000)	100000	Direct

Footnotes

F1: Shares issued in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person.

F2: 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.

F3: Includes 10,601 shares distributed to the 'ESOP' accounts of the Reporting Persons 'Immediate Family' under the Terms of the Plan.

F4: Shares issued to be held in ESOP accounts established for the benefit of 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).

F5: Includes 42,078 shares held directly by the Reporting Person.

F6: 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.

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

F8: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.