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US ENERGY CORP Director's Dealing 2008

Sep 26, 2008

34687_dirs_2008-09-26_8ae6f33e-cf2b-4b73-bf25-ef3378a866cc.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: 2008-09-26

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

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-09-26 Stock Options (Right to Buy) $2.88 J 27782 Disposed 2008-09-25 Common Stock (27782) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 137772 Direct
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: Includes shares held directly by the Reporting Person.

F2: 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.

F3: 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.

F4: 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.

F5: 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).

F6: Options expired 09/25/2008

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.

F9: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.