US ENERGY CORP — Director's Dealing 2008

Feb 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2008-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-21	U.S. Energy Common Stock	J	5812	$4.25	Acquired	52272	Indirect
2008-02-21	U.S. Energy Common Stock	J	14530	$4.25	Acquired	134281	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
U.S. Energy Common Stock	127772	Direct
U.S. Energy Common Stock	4600	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employe Option 7 (RTB)	$4.97	2017-07-26	U.S. Energy Common Stock (200000)	200000	Direct
Employee Option 1 (Right to Buy)	$2.88	2008-09-05	U.S. Energy Common Stock (27782)	27782	Direct
Employee Option 2 (Right to Buy)	$2.40	2011-01-09	U.S. Energy Common Stock (41248)	41248	Direct
Employee Option 3 (Right to Buy)	$3.90	2011-12-06	U.S. Energy Common Stock (100000)	100000	Direct
Employee Option 4 (Right to Buy)	$2.25	2011-12-07	U.S. Energy Common Stock (52556)	52556	Direct
Employee Option 5 (Right to Buy)	$2.46	2014-06-30	U.S. Energy Common Stock (98519)	98519	Direct
Employee Option 6 (Right to Buy)	$3.86	2015-10-13	U.S. Energy Common Stock (100000)	100000	Direct

Footnotes

F1: Shares issued in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person.

F2: 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.

F3: Includes shares distributed to the 'ESOP' accounts of the Reporting Persons 'Immediate Family' under the Terms of the Plan.

F4: Includes shares held in ESOP accounts established for the benefit of 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: Includes 127,772 shares held directly by the Reporting Person.

F6: Includes 4,600 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.

F7: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.

F8: Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.

F9: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.