THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
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                 BETWEEN HI-PRO PRODUCTION, LLC, AS SELLER, AND
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          ROCKY MOUNTAIN GAS, INC., AS BUYER, DATED DECEMBER 18, 2003
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     THIS  THIRD  AMENDMENT  TO  PURCHASE  AND  SALE  AGREEMENT  between  HI-PRO
PRODUCTION,  LLC,  as  Seller  ("Hi-Pro") and ROCKY MOUNTAIN GAS, INC., as Buyer
("RMG")  is  dated  January  30,  2004.

     WITNESSETH,  that

     WHEREAS,  the  Parties entered into that certain Agreement for Purchase and
Sale  dated  December  18,  2003,  as  amended December 30, 2003, and as amended
January  20,  2004;  and

     WHEREAS,  the  Parties  wish to make this Third Amendment in order to allow
for  a  closing  to  occur  this  day.

     NOW,  THEREFORE,  it  is  agreed  by  and  between  the Parties as follows:

     1.  The  Parties  shall enter into an "Agreement to Deliver Shares" whereby
     certain  shares  of  U.S. Energy Corp. to be paid as a part of the Purchase
     Price  shall  be  delivered  to  Hi-Pro's assigns on or before February 17,
                                                                             --
     2004,  in  accordance  with  an  "Agreement to Deliver Shares" of even date
     herewith.

     2.  That portion of the Exhibit to the Parties' Purchase and Sale Agreement
     describing  the  "Gas  Contracts"  to  be conveyed by Hi-Pro to RMG, or its
     assigns,  shall be amended to conform with that Schedule attached hereto as
     Exhibit  "A".

     3.  Except  as  amended  by this Third Amendment, the Parties reconfirm the
     Agreement  for  Purchase  and  Sale,  as  previously  amended.

     DATED  this  30th  day  of  January,  2003.



SELLER:                                HI-PRO  PRODUCTION,  LLC


                                       BY:  /s/ Steven R. Youngbauer
                                            STEVEN  R.  YOUNGBAUER  -  PRESIDENT


BUYER:                                 ROCKY  MOUNTAIN  GAS,  INC.


                                       BY:  /s/ Mark Larsen
                                            MARK  LARSEN  -  PRESIDENT



                                       U.S.  ENERGY  CORP.


                                       BY:  /s/ Keith Larsen
                                            KEITH  LARSEN  -  PRESIDENT