US ENERGY CORP — Director's Dealing 2008

Oct 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2008-09-29

Reporting Person: FRASER H RUSSELL (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-29	Director/ Option(rtb)	$2.52	A	30000	Acquired	2018-09-21	U.S. Energy Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21363	Direct
Common Stock	1300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$2.46	2014-06-30	Common Stock (50000)	50000	Direct
Stock Options (Right to Buy)	$3.86	2015-10-13	Common Stock (25000)	25000	Direct
Stock Options (Right to Buy)	$3.90	2011-12-07	Common Stock (20000)	20000	Direct
Stock Options (Right to Buy)	$2.40	2011-01-09	Common Stock (10000)	10000	Direct
Stock Options (Right to Buy)	$2.25	2011-12-06	Common Stock (10000)	10000	Direct

Footnotes

F1: Includes 1,000 shares held in joint tenancy with the Reporting Person's wife.

F2: Includes 4,000 shares held in an Individual Retirement Account (IRA) for the benefit of the Reporting Person.

F3: Includes shares held directly by the Reporting Person.

F4: Includes 1,300 shares held in an IRA established for the benefit of the Reporting Person's wife. The Reporting Person disclaims any beneficial interest in these shares.

F5: Stock options granted under the Issuer's 2008 SOP for the Independent Directors and Advisory Board Members which vest in three (3) equal annual installments beginning September 22, 2009.

F6: Options issued to Reporting Person as a member of the Issuer's Board of Directors.