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 KEITH G (Director, CHAIRMAN & CEO)

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	65853	Indirect
2008-02-21	U.S. Energy Common Stock	J	14530	$4.25	Acquired	120700	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
U.S. Energy Common Stock	249335	Direct
U.S. Energy Common Stock	155811	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employe Option 7 (RTB)	$4.97	2017-07-26	U.S. Energy Common Stock (150000)	150000	Direct
Employee Option 2 (Right to Buy)	$2.40	2011-01-09	U.S. Energy Common Stock (267734)	267734	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 (59350)	59350	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: 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.

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 249,335 shares held directly by the Reporting Person.

F6: Shares issued to be 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.

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.