US ENERGY CORP — Director's Dealing 2010

Oct 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2010-10-11

Reporting Person: LORIMER R SCOTT (Director, TREASURER & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-11	Common Stock	M	80233	$2.40	Acquired	472075	Direct
2010-10-11	Common Stock	M	52556	$2.25	Acquired	524631	Direct
2010-10-11	Common Stock	M	59350	$2.46	Acquired	583981	Direct
2010-10-11	Common Stock	M	49998	$2.52	Acquired	633979	Direct
2010-10-11	Common Stock	F	154487	$5.10	Disposed	479492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-11	Stock Options (Right to Buy)	$2.40	M	80233	Disposed	2011-01-09	Common Stock (80233)	Direct
2010-10-11	Stock Options (Right to Buy)	$2.25	M	52556	Disposed	2011-12-07	Common Stock (52556)	Direct
2010-10-11	Stock Options (Right to Buy)	$2.46	M	59350	Disposed	2014-06-30	Common Stock (59350)	Direct
2010-10-11	Stock Option (Right to Buy)	$2.52	M	49998	Disposed	2018-09-21	Common Stock (49998)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	92864	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)	$3.86	2015-10-13	Common Stock (100000)	100000	Direct
Stock Options (Right to Buy)	$4.97	2017-07-26	Common Stock (89640)	89640	Direct

Footnotes

F1: Includes shares held directly by the Reporting Person.

F2: Received 87,650 net shares from the exercise of 242,137 options at various strike prices per share. Sufficient shares were withheld from the option exercises 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, October 11, 2010, of $5.10 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 stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.

F5: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

F6: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.

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.