SEC FORM 4

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

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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^*

LARSEN JOHN L

(Last)

(First)

(Middle)

877 NORTH 8TH WEST

(Street)

RIVERTON

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)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
U.S. Energy Common Stock	02/25/2004		J		7,348	A⁽¹⁾	$0	575,394	D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
U.S. Energy Common Stock	02/25/2004		J		896	A⁽⁷⁾	$0	7,348	I⁽⁸⁾	By ESOP
U.S. Energy Common Stock	02/25/2004		J		7,348	D⁽⁹⁾	$0	0	I	By ESOP
U.S. Energy Common Stock	02/25/2004		J		14,558	A⁽¹⁰⁾	$0	181,557	I	By Immediate Family
U.S. Energy Common Stock	02/25/2004		J		29,796	D⁽¹¹⁾	$0	151,761	I	By Immediate Family
U.S. Energy Common Stock	02/25/2004		J		35,203	D⁽¹²⁾	$0	116,558	I⁽¹³⁾	By Immediate Family
U.S. Energy Common Stock								812,915	I⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	By Corporation
U.S. Energy Common Stock								42,350	I⁽¹⁷⁾	By Spouse
U.S. Energy Common Stock								155,811	I⁽¹⁸⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Option 1 (Right to Buy)	$2.875							12/04/1998	09/05/2008	U.S. Energy Common Stock	34,782		34,782⁽¹⁹⁾	D
Employee Option 1a (Right to Buy)	$2							12/04/1998	09/25/2008	U.S. Energy Common Stock	77,718		77,718⁽¹⁹⁾	D
Employee Option 2 (Right to Buy)	$2.4							01/10/2001	01/09/2011	U.S. Energy Common Stock	184,400		184,400⁽¹⁹⁾	D
Employee Option 3 (Right to Buy)	$3.9							12/07/2001	12/06/2011	U.S. Energy Common Stock	100,000		100,000⁽²⁰⁾	D
Employee Option 4 (Right to Buy)	$2.25							08/08/2002	12/07/2011	U.S. Energy Common Stock	97,000		97,000⁽²⁰⁾	D

Explanation of Responses:

1. Shares issued to the Reporting Person from the U.S. Energy Corp. Employee Stock Ownership Plan under the Terms of the Plan.

2. Includes 265,663 shares held directly by the Reporting Person (of this amount, 27,500 shares have been gifted to Reporting Person's wife but are still in Reporting Person's name).

3. Includes 106,000 shares held in joint tenancy with the Reporting Person's wife.

4. Includes 500 shares held in a street name account for the benefit of the Reporting Person.

5. Includes 50,683 shares held in an Individual Retirement Account (IRA) for the benefit of the Reporting Person.

6. Includes 25,200 shares issued under the Restricted Stock Bonus Plan and 120,000 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. The acquisitions of the shares by the Reporting Person from both the Bonus Plan and the Award Program are exempt under Rule 16b-3.

7. 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 has been adjusted from shares forfieted by Plan participants.

8. 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.

9. Shares distributed from the 'ESOP' Plan to the Reporting Person under the Terms of the Plan.

10. Includes 14,558 shares issued, subsequent to the final year end close, to be held in the 'ESOP' accounts established for the benefit of memebers of the Reporting Persons 'Immediate Family', as that term is defined in Rule 16s-1(e), in accordance with Rule 16-8(B)(2).

11. Includes 29, 796 shares distributed from the 'ESOP' accounts of the Reporting Persons 'Immediate Family' under the Terms of the Plan.

12. Includes 35,203 shares that, pursuant to a divorce in the 'Immediate Family', the Reporting Person is no longer required to report.

13. Includes a balance of 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).

14. 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).

15. 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).

16. 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).

17. Includes 42,350 shares held directly by the Reporting Person's wife or 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.

18. 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.

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

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

Remarks:

	/s/ LARSEN, JOHN L	02/26/2004
	** 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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