Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LARSEN MARK J
   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)
PRESIDENT & COO
(Last)
(First)
(Middle)
877 NORTH 8TH WEST		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2008
(Street)

RIVERTON, WY 82501		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/21/2008   J(1)   5,812 A $ 4.25 52,272 I (2) By ESOP
U.S. Energy Common Stock 02/21/2008   J(3)   14,530 A $ 4.25 134,281 I (4) By Immediate Family
U.S. Energy Common Stock               127,772 D (5)  
U.S. Energy Common Stock               4,600 I (6) By Custodian For Child

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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 Underlying Securities
(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 of Derivative Security: 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
Employe Option 7 (RTB) $ 4.97             01/01/2008 07/26/2017 U.S. Energy Common Stock 200,000   200,000 (7) D  
Employee Option 1 (Right to Buy) $ 2.88             12/04/1998 09/05/2008 U.S. Energy Common Stock 27,782   27,782 (8) D  
Employee Option 2 (Right to Buy) $ 2.4             01/10/2001 01/09/2011 U.S. Energy Common Stock 41,248   41,248 (8) D  
Employee Option 3 (Right to Buy) $ 3.9             12/07/2001 12/06/2011 U.S. Energy Common Stock 100,000   100,000 (9) D  
Employee Option 4 (Right to Buy) $ 2.25             08/08/2002 12/07/2011 U.S. Energy Common Stock 52,556   52,556 (9) D  
Employee Option 5 (Right to Buy) $ 2.46             07/01/2004 06/30/2014 U.S. Energy Common Stock 98,519   98,519 (9) D  
Employee Option 6 (Right to Buy) $ 3.86             10/14/2005 10/13/2015 U.S. Energy Common Stock 100,000   100,000 (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LARSEN MARK J
877 NORTH 8TH WEST
RIVERTON, WY 82501		   X     PRESIDENT & COO  

Signatures

 By: Robert Scott Lorimer Attorney in Fact   02/22/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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.
(3) Includes shares distributed to the 'ESOP' accounts of the Reporting Persons 'Immediate Family' under the Terms of the Plan.
(4) Includes shares 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).
(5) Includes 127,772 shares held directly by the Reporting Person.
(6) Includes 4,600 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.
(7) Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.
(8) Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.
(9) Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

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