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US ENERGY CORP Director's Dealing 2011

May 3, 2011

34687_dirs_2011-05-03_b34a7c30-e0ec-4356-9827-dd7e4774a84f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2011-05-02

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-02 Common Stock S 50000 $5.57 Disposed 499994 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 97586 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $4.97 2017-07-26 Common Stock (30000) 30000 Direct
Stock Option (Right to Buy) $2.52 2018-09-21 Common Stock (25000) 25000 Direct

Footnotes

F1: The sale reported in this Form 4 was made pursuant to the terms of a Rule 10b5-1 Trading Plan adopted by the Reporting Person in December 2010. The Plan was adopted by the Reporting Person to diversify his personal assets in anticipation of his retirement on June 30, 2011 after more that 30 years service to U.S. Energy Corp. The sale reported above is the first sale under the Plan.

F2: Includes shares held directly by the Reporting Person.

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

F5: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.