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US ENERGY CORP Director's Dealing 2008

Oct 2, 2008

34687_dirs_2008-10-01_9bf96cc7-c1c0-4c5d-94ed-9d58bb0f0eee.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: 2008-09-29

Reporting Person: YOUNGBAUER STEVEN R (SECRETARY & GENERAL COUNSEL)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-10-01 Common Stock A 5000 Acquired 76574 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-09-29 Stock Option (Right to Buy) $2.52 A 75000 Acquired 2018-09-21 Common Stock (75000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 13575 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $2.46 2014-06-30 Common Stock (25000) 25000 Direct
Stock Options (Right to Buy) $3.86 2015-10-13 Common Stock (50000) 50000 Direct
Stock Options (Right to Buy) $4.97 2017-07-26 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 fourth quarter of the calendar year ending December 31, 2008. 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 shares held directly by the Reporting Person.

F3: 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.

F4: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.

F5: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

F6: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.