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: LARSEN MARK J (Director, PRESIDENT & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-01	Common Stock	A	5000	—	Acquired	142772	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	155811	Indirect
Common Stock	4600	Indirect
Common Stock	52272	Indirect
Common Stock	134281	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$3.90	2011-12-06	Common Stock (100000)	100000	Direct
Stock Options (Right to Buy)	$2.40	2011-01-09	Common Stock (41248)	41248	Direct
Stock Options (Right to Buy)	$2.46	2014-06-30	Common Stock (98519)	98519	Direct
Stock Options (Right to Buy)	$3.86	2015-10-13	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)	$4.97	2017-07-26	Common Stock (200000)	200000	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: Shares 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.

F4: 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.

F5: 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.

F6: 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).

F7: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.

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

F9: Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.

F10: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.