X0202 4 2005-02-21 0 0000101594 US ENERGY CORP USEG 0001065872 LARSEN KEITH G 877 NORTH 8TH WEST RIVERTON WY 82501 1 1 0 0 PRESIDENT and COO U.S. Energy Common Stock 2005-02-21 4 J 0 8229 0 A 51015 I By ESOP U.S. Energy Common Stock 2005-02-21 4 J 0 13165 0 A 86937 I By Immediate Family U.S. Energy Common Stock 43094 D U.S. Energy Common Stock 812915 I By Corporation U.S. Energy Common Stock 7500 I By Custodian For Child Employee Option 1 (Right to Buy) 2.88 1998-12-04 2008-09-05 U.S. Energy Common Stock 34782 34782 D Employee Option 1a (Right to Buy) 2.00 1998-12-04 2008-09-25 U.S. Energy Common Stock 52718 52718 D Employee Option 2 (Right to Buy) 2.40 2001-01-10 2011-01-09 U.S. Energy Common Stock 309400 309400 D Employee Option 3 (Right to Buy) 3.90 2001-12-07 2011-12-06 U.S. Energy Common Stock 100000 100000 D Employee Option 4 (Right to Buy) 2.25 2002-08-08 2011-12-07 U.S. Energy Common Stock 97000 97000 D Employee Option 5 (Right to Buy) 2.46 2004-07-01 2014-06-30 U.S. Energy Common Stock 125000 125000 D Shares issued in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person. 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. Includes 13,165 shares distributed from the 'ESOP' accounts of the Reporting Persons 'Immediate Family' under the Terms of the Plan. Shares issued to be held in ESOP accounts established for the benefit of 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). Includes 26,774 shares held directly by the Reporting Person. Includes 16,320 shares issued under the USEG Restricted Stock Bonus Plan which are subject to forfeiture by the Reporting Person. The forfeitable shares issued the 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 Plan are exempt under Rule 16b-3. 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). 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). 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). Includes 7,500 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. Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3. Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3. /s/ LARSEN, KEITH G 2005-02-22