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US ENERGY CORP Director's Dealing 2008

Nov 17, 2008

34687_dirs_2008-11-17_15dc2824-c1cc-4891-b6bb-e3706e5dc57b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2008-09-30

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-09-30 Common Stock Z 155811 Disposed 0 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 264335 Direct
Common Stock 65853 Indirect
Common Stock 120700 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $2.52 2018-09-21 Common Stock (75000) 75000 Direct
Stock Options (Right to Buy) $2.40 2011-01-09 Common Stock (267734) 267734 Direct
Stock Options (Right to Buy) $3.90 2011-12-06 Common Stock (100000) 100000 Direct
Stock Options (Right to Buy) $2.25 2011-12-07 Common Stock (52556) 52556 Direct
Stock Options (Right to Buy) $2.46 2014-06-30 Common Stock (59350) 59350 Direct
Stock Options (Right to Buy) $3.86 2015-10-13 Common Stock (100000) 100000 Direct
Stock Options (Right to Buy) $4.97 2017-07-26 Common Stock (150000) 150000 Direct

Footnotes

F1: Shares that had been pledged against debt by the ESOP payable to USE and not allocated to participant accounts. The loan was retired by surrender of the collateral shares which were subsequently cancelled.

F2: Includes shares held directly by the Reporting Person.

F3: 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.

F4: Includes 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).

F5: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.

F6: Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.

F7: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

F8: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.