US ENERGY CORP — Director's Dealing 2010

Dec 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2010-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-15	Common Stock	M	41248	$2.40	Acquired	224020	Direct
2010-12-15	Common Stock	F	25535	$5.73	Disposed	198485	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-15	Stock Options (Right to Buy)	$2.40	M	41248	Disposed	2011-01-09	Common Stock (41248)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	71159	Indirect
Common Stock	170475	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)	$2.25	2011-12-07	Common Stock (52556)	52556	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)	$4.97	2017-07-26	Common Stock (200000)	200000	Direct
Stock Option (Right to Buy)	$2.52	2018-09-21	Common Stock (75000)	75000	Direct

Footnotes

F1: Includes shares held directly by the Reporting Person.

F2: Recieved 15,713 net shares from the exercise of 41,248 options at a strike price of $2.40 per share. Sufficient shares were withheld from the option exercise to cover the cost of the exercise, federal income taxes, and all statutory payroll taxes. Shares withheld were valued at the market close price on the date of exercise, December 15, 2010, of $5.73 per share.

F3: 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.

F4: 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).

F5: Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.

F6: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

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