US ENERGY CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2011-02-14

Reporting Person: FRASER H RUSSELL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-14	Common Stock	M	10000	$3.90	Acquired	31363	Direct
2011-02-14	Common Stock	D	10000	$6.50	Disposed	21363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-14	Stock Options (Right to Buy)	$3.90	M	10000	Disposed	2011-12-07	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$2.25	2011-12-06	Common Stock (10000)	10000	Direct
Stock Options (Right to Buy)	$2.46	2014-06-30	Common Stock (50000)	50000	Direct
Stock Options (Right to Buy)	$3.86	2015-10-13	Common Stock (25000)	25000	Direct
Director/ Option(rtb)	$2.52	2018-09-21	U.S. Energy Common Stock (30000)	30000	Direct

Footnotes

F1: Includes shares held directly by the Reporting Person.

F2: Includes 1,000 shares held in joint tenancy with the Reporting Person's wife.

F3: Includes 4,000 shares held in an Individual Retirement Account (IRA) for the benefit of the Reporting Person.

F4: Options purchased and sold under the Reporting Person's 10(b) 5-1 Plan dated November 15, 2010.

F5: Includes 1,300 shares held in an IRA established for the benefit of the Reporting Person's wife. The Reporting Person disclaims any beneficial interest in these shares.

F6: Options issued to Reporting Person as a member of the Issuer's Board of Directors.

F7: Stock options granted under the Issuer's 2008 SOP for the Independent Directors and Advisory Board Members granted on June 25, 2010 which vest in three (3) equal annual installments beginning June 25, 2011.