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*
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)
01/04/2008
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 01/04/2008 J(1) 5,000 A $0 209,894 D(2)
U.S. Energy Common Stock 01/04/2008 J(3) 175,000 D $0 125,556 I By Corporation
U.S. Energy Common Stock 01/04/2008 J(4) 125,556 D $0 0 I By Corporation
U.S. Energy Common Stock 4,500 I(5) By Custodian For Child
U.S. Energy Common Stock 34,724 I(6) By ESOP
U.S. Energy Common Stock 155,811 I(7) 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
Employe Option 7 (RTB) $4.97 01/01/2008 07/26/2017 U.S. Energy Common Stock 150,000 150,000(8) D
Employee Option 2 (Right to Buy) $2.4 01/10/2001 01/09/2011 U.S. Energy Common Stock 27,617 27,617(9) D
Employee Option 3 (Right to Buy) $3.9 12/07/2001 12/06/2011 U.S. Energy Common Stock 50,000 50,000(10) D
Employee Option 4 (Right to Buy) $2.25 08/08/2002 12/07/2011 U.S. Energy Common Stock 26,278 26,278(10) D
Employee Option 5 (Right to Buy) $2.46 07/01/2004 06/30/2014 U.S. Energy Common Stock 125,000 125,000(10) D
Employee Option 6 (Right to Buy) $3.86 10/14/2005 10/13/2015 U.S. Energy Common Stock 100,000 100,000(10) D
Explanation of Responses:
1. 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, 2008. 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.
2. Includes 209,894 shares held directly by the Reporting Person.
3. 175,000 shares held by Sutter Gold Mining Co., Inc. were released to USE for satisfaction of debt. An additional 50,000 shares which were to be converted to USE shares from the USE/Crested Corp. merger have also been released to USE for satisfaction of debt
4. Shares held by Plateau Resources were returned to USE and cancelled as Treasury Shares.
5. 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.
6. 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.
7. 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.
8. Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.
9. Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.
10. 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) 01/04/2008
** 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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