SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HERRON HAROLD F (Last) (First) (Middle) 877 NORTH 8TH WEST (Street) RIVERTON WY 82501 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol US ENERGY CORP [ USEG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) SR VICE PRESIDENT
	3. Date of Earliest Transaction (Month/Day/Year) 01/25/2002
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
U.S. Energy Common Stock	12/18/2002		J		5,000	D(1)	$0	132,886	D
U.S. Energy Common Stock	11/20/2003		J		9,450	D(2)	$0	123,436	D
U.S. Energy Common Stock	11/20/2003		J		30,000	D(3)	$0	93,436	D
U.S. Energy Common Stock	11/20/2003		J		12,561	D(4)	$0	80,875	D
U.S. Energy Common Stock	12/19/2003		A		20,000	A(5)	$0	100,875	D
U.S. Energy Common Stock	01/05/2004		A		2,500	A(6)	$0	103,375	D
U.S. Energy Common Stock	01/06/2004		J		5,000	D(1)	$0	98,375	D(7)(8)(9)
U.S. Energy Common Stock	06/16/2003		J		1,581	D(10)	$0	812,915	I(11)(12)(13)	By Corporation
U.S. Energy Common Stock	01/25/2002		J		3,100	D(14)	$0	4,500	I(15)	By Custodian For Child
U.S. Energy Common Stock	11/20/2003		J		17,154	D(16)	$0	10,701	I	By ESOP
U.S. Energy Common Stock	12/19/2003		J		6,452	A(17)	$0	17,153	I(18)	By ESOP
U.S. Energy Common Stock	09/30/2003		J		20,946	D(19)	$0	107,680	I	By Immediate Family
U.S. Energy Common Stock	11/20/2003		J		107,680	D(20)	$0	0	I	By Immediate Family
U.S. Energy Common Stock	11/20/2003		J		2,895	D(21)	$0	0	I	By Spouse
U.S. Energy Common Stock								155,811	I(22)	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Option 1 (Right to Buy)	$2.875	11/20/2003		J(23)			17,391	12/04/1998	09/05/2008	U.S. Energy Common Stock	17,391	$2.875	17,391	D(24)
Employee Option 1a (Right to Buy)	$2	11/20/2003		J(23)			20,109	12/04/1998	09/25/2008	U.S. Energy Common Stock	20,109	$2	20,109	D(24)
Employee Option 2 (Right to Buy)	$2.4	11/20/2003		J(23)			33,700	01/10/2001	01/09/2011	U.S. Energy Common Stock	33,700	$2.4	33,700	D(24)
Employee Option 3 (Right to Buy)	$3.9	11/20/2003		J(23)			50,000	12/07/2001	12/06/2011	U.S. Energy Common Stock	50,000	$3.9	50,000	D(25)
Employee Option 4 (Right to Buy)	$2.25	11/20/2003		J(23)			48,500	08/08/2002	12/07/2011	U.S. Energy Common Stock	48,500	$2.25	48,500	D(25)

Explanation of Responses:

1. Shares transfered to U.S. Energy Corp. as payment of note dated October 5, 1998.

2. 9,450 shares issued under the Restricted Stock Bonus Plan were allocated to the Reporting Person's former wife pursuant to a divorce agreement dated 11/20/2003. All shares allocated to the Reporting Person's former wife remain in the Reporting Person's name and are subject to the same forfeiture provisions. The forfeitable shares issued under the Restricted Stock Bonus Plan are deemed 'earned out' by the Reporting Person: (i) if he is continuously employed by USEG until he retires; (ii) if he becomes disabled; (iii) upon his death, or (iv) if the shares are claimed within three years following the occurrence of (i) (ii) (iii). The treasurer of USEG holds the shares in trust for the benefit of the Reporting Person, while non-employee directors of USEG exercise shared voting and dispositive rights over all forfeitable shares. Distributions to the Reporting Person will not be separately reported. The acquisitions of the shares by the Reporting Person from the Bonus Plan are exempt under Rule 16b-3.

3. 30,000 shares issued under the 1996 Stock Award program were allocated to the Reporting Person's former wife pursuant to a divorce agreement dated 11/20/2003. All shares allocated to the Reporting Person's former wife remain in the Reporting Person's name and are subject to the same forfeiture provisions. Shares issued under the 1996 Stock Award program vest over a 5-year period at the rate of 20% per year. The forfeitable shares issued under the 1996 Stock Award program are deemed 'earned out' by the Reporting Person: (i) if he is continuously employed by USEG until he retires; (ii) if he becomes disabled; (iii) upon his death, or (iv) if the shares are claimed within three years following the occurrence of (i) (ii) (iii). The treasurer of USEG holds the shares in trust for the benefit of the Reporting Person, while non-employee directors of USEG exercise shared voting and dispositive rights over all forfeitable shares. Distributions to the Reporting Person will not be separately reported. The acquisitions of the shares by the Reporting Person from the Award Program are exempt under Rule 16b-3.

4. Pursuant to divorce agreement on 11/20/2003, 12,561 directly held shares were transferred to the Reporting Person's former wife by the Reporting Person.

5. 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 calendar years ended December 31, 2002 and 2003. 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.

6. 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, 2004. 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.

7. Includes 47,925 shares held directly by the Reporting Person.

8. Includes 11,000 shares held in an Individual Retirement Account (IRA) for the benefit of the Reporting Person.

9. Includes 9,450 shares issued under the Restricted Stock Bonus Plan and 30,000 shares issued under the 1996 Stock Award program all of which are subject to forfeiture by the Reporting Person. Shares issued under the 1996 Stock Award program vest over a 5-year period at the rate of 20% per year, The forfeitable shares issued under both plans are deemed 'earned out' by the Reporting Person: (i) if he is continuously employed by USEG until he retires; (ii) if he becomes disabled; (iii) upon his death, or (iv) if the shares are claimed within three years following the occurrence of (i) (ii) (iii). The treasurer of USEG holds the shares in trust for the benefit of the Reporting Person, while non-employee directors of USEG exercise shared voting and dispositive rights over all forfeitable shares. Distributions to the Reporting Person will not be separately reported. The acquisitions of the shares by the Reporting Person from both the Bonus Plan and the Award Program are exempt under Rule 16b-3.

10. Shares that were held by Northwest Gold, Inc., (NWG), a former subsidiary of USEG. These shares were transferred to USEG upon the acquisition of NWG by Pogo, Inc.

11. Includes 512,359 shares held by Crested Corp. (Crested), a majority-owned subsidiary of USEG. The Reporting Person is an Officer and/or Director of both USEG and Crested and is not a controlling shareholder and does not have or share investment controll over these shares, and therefore does not have a pecuniary interest in the USEG shares held by Crested, under rule 16a-1(a)(2)(iii).

12. Includes 175,000 shares held by Sutter Gold Mining Company (SGMC), a subsidiary of USEG. The Reporting Person is an Officer and/or Director of both USEG and SGMC and is not a controlling shareholder and does not have or share investment controll over these shares, and therefore does not have a pecuniary interest in the USEG shares held by SGMC, under rule 16a-1(a)(2)(iii).

13. Includes 125,556 shares held by Plateau Resources Limited (Plateau), a wholly owned subsidiary of USEG. The Reporting Person is an Officer and/or Director of both USEG and Plateau and is not a controlling shareholder and does not have or share investment controll over these shares, and therefore does not have a pecuniary interest in the USEG shares held by Plateau, under rule 16a-1(a)(2)(iii).

14. Shares reported by former brother-in-law as Custodian for minor children of Reporting Person under the Wyoming Uniform Transfers to Minors Act not deducted earlier.

15. Includes 4,500 shares indirectly held by the Reporting Person as Custodian for minor children under the Wyoming Uniform Transfers to Minors Act. The Reporting Person disclaims beneficial and pecuniary interest in these shares.

16. Pursuant to a divorce agreement on 11/20/2003, 17,154 shares were allocated to Reporting Persons former wife but still held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person. Shares allocated to the Reporting Person's former wife will not be distributed until all shares in the Reporting Person's account are distributed subsequent to the terms and conditions of the ESOP Plan. Subsequent to the final year end close the number of shares issued to the Reporting Person's ESOP account may be adjusted.

17. Shares issued to be held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person for the 2003 Plan year. Subsequent to the final year end close the number of shares issued to the Reporting Person's ESOP account may be adjusted.

18. 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. Subsequent to the final year end close the number of shares issued to the Reporting Person's ESOP account may be adjusted.

19. Distribution of ESOP shares as a result of the resignation of an Immediate Family member, as that term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2).

20. Pursuant to a divorce dated 11/20/2003 the Reporting person is no longer a member of the 'Immediate Family' and is no longer required to report 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).

21. 2,895 shares held directly by the Reporting Person's former wife. Subject to the divorce agreement on 11/20/2003, the Reporting Person has no beneficial interest in these shares.

22. Includes shares 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.

23. Pursuant to divorce settlement on 11/20/2003, the Reporting Person allocated one half of all outstanding options to his former wife. Under the terms of the option plans, all options allocated to the Reporting Person's former wife are subject to the same terms and conditions of the original options issued to the Reporting Person.

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

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

Remarks:

	/s/ HERRON, HAROLD F (HAL)	01/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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