US ENERGY CORP — Director's Dealing 2008

Jan 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2008-01-02

Reporting Person: LARSEN KEITH G (Director, CHAIRMAN & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-02	U.S. Energy Common Stock	J	5000	—	Acquired	249335	Direct
2008-01-02	U.S. Energy Common Stock	J	175000	—	Disposed	125556	Indirect
2008-01-02	U.S. Energy Common Stock	J	125556	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
U.S. Energy Common Stock	60041	Indirect
U.S. Energy Common Stock	106170	Indirect
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 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 first 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 249,335 shares held directly by the Reporting Person.

F3: 175,000 shares held by Sutter Gold Mining Co., Inc. were released to USE for satisfaction of debt. An additional 50,000 shares which were to be converted to USE shares from the USE/Crested Corp. merger have also been released to USE for satisfaction of debt

F4: Shares held by Plateau Resources were returned to USE and cancelled as Treasury Shares.

F5: 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.

F6: Includes a balance of 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: 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.

F8: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule 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: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.