As  filed  with  the  Securities  and Exchange Commission on September 19, 2003.

                                                     SEC  File  No.  333-


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                          UNDER SECURITIES ACT OF 1933
                                U.S. ENERGY CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Wyoming                                       83-0205516
-------------------------------                 --------------------------------
     (State  or  other  jurisdiction  of               (I.R.S.  Employer
     incorporation  or  organization                   Identification  No.)

     877 North 8th West, Riverton, Wyoming                   82501
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)             (Zip  Code)

        U.S. ENERGY CORP. 2001 INCENTIVE STOCK OPTION PLAN (AS AMENDED)
--------------------------------------------------------------------------------
                              (Full title of plan)

            Daniel P. Svilar, 877 North 8th West, Riverton, WY 82501
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (307) 856-9271
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                Copies  to:    Stephen  E.  Rounds,  Attorney
                               The  Law  Office  of  Stephen  E.  Rounds
                               1544  York  St.,  Suite  110,  Denver,  CO  80206
                               Tel:  303.377.6997;  Fax:  303.377.0231


<PAGE>


                        Calculation of Registration Fee
<TABLE>
<CAPTION>

Title of each                Proposed       Proposed
<S>             <C>          <C>            <C>          <C>
class of . . .               maximum        maximum      Amount
securities . .  Amount       offering       aggregate    of
to be. . . . .  to be        price          offering     regis.
registered . .  registered   per share(1)   price(1)     fee(2)
--------------  -----------  -------------  -----------  --------

Common stock,.    1,010,000  $        3.90  $ 3,939,000  $ 318.66
..01 par value     shares (3)

Common stock,.       10,000  $        3.82       38,200      3.09
..01 par value     shares (3)

Common stock,.      973,000  $        2.25    2,189,250    177.11
..01 par value     shares (3)

Common stock,.    1,007,000  $        4.00    4,028,000    325.86
..01 par value     shares (4)

Totals . . . .    3,000,000                 $10,194,450  $ 824.72
                  shares
</TABLE>


                                        2

(1)  Pursuant  to Rule 457(h)(1), the maximum proposed offering price for shares
     underlying  options currently outstanding is based on the exercise price of
     the  options.  For options yet to be issued and shares acquired on exercise
     of  options, the maximum proposed offering price is based on the average of
     the  high  and  low  prices reported on Nasdaq Small Cap Market within five
     business  days  of  the  filing  of  this  registration statement ($4.00 on
     September  16,  2003).  The maximum aggregate offering price is the maximum
     proposed  offering  price times the number of shares underlying the options
     or  the  number  of  shares  acquired  on  exercise.

(2)  The registration fee has been calculated pursuant to Rule 457(h) of the Act
     by  multiplying the proposed aggregate offering price times the fee rate of
     $.00008090.

(3)  Represents  shares  to  be  acquired  on exercise of options already issued
     pursuant  to  the  Company's  2001  Incentive Stock Option Plan, as amended
     ("2001  ISOP").

(4)  Represents  the  number  of  shares  underlying options which may be issued
     under  the  2001  ISOP  (up  to  a maximum of 1,007,000 additional shares).

Pursuant  to  Rule  416(a)  and  (c)  under  the  Securities  Act  of 1933, this
registration  statement  also  covers an undeterminate amount of interests to be
offered  or sold pursuant to the employee benefit plan described herein and such
additional number of shares as may be required in the event of a stock dividend,
stock  split,  recapitalization  or  other  similar  event.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.

     Information  required  by  Part  I  to  be  contained  in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428  under  the  Securities  Act  of  1933.

ITEM  2.     REGISTRANT  INFORMATION  AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information  required  by  Part  I  to  be  contained  in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428  under  the  Securities  Act  of  1933.


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCES.

     Registrant  hereby  incorporates  the  documents  listed in (a) through (c)
below  by  reference  into  this Form S-8 registration statement.  All documents
subsequently filed by registrant pursuant to sections 13(a), 13(d), 14 and 15(d)
of  the  Securities  Exchange Act of 1934, as amended ("Exchange Act"), prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall  be  deemed  to  be incorporated by reference in the registration
statement  and  to  be  part  thereof  from  the  date of filing such documents.

     (a)  Registrant's latest annual report on Form 10-K (for seven months ended
December  31,  2002),  registrant's proxy statement for shareholders' meeting on
June  6,  2003,  and quarterly report on Form 10-Q for the six months ended June
30,  2003.

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred  to  in  (a)  above.

     (c)  The  registrant's  class  of  common  stock  is described in the S-3/A
registration  statement filed with the Commission on April 4, 2003 (SEC File No.
333-103692),  including  any  amendment  which  may  be filed for the purpose of
updating  such  description.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable  (see  Item  3(c)  above).

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.


<PAGE>


ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Our  articles  of  incorporation and bylaws provide that we shall indemnify
directors  provided  that  the  indemnification shall not eliminate or limit the
liability  of  a  director  for  breach of the director's duty or loyalty to the
corporation  or  its  stockholders, or for acts of omission not in good faith or
which  involve  intentional  misconduct  or  a  knowing  violation  of  law.

     Wyoming  law  permits  a  corporation,  under  specified  circumstances, to
indemnify  its  directors,  officers,  employees  or  agents  against  expenses
(including  attorney's  fees),  judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with  any action, suit or
proceeding  brought by third parties by reason of the fact that they were or are
directors, officers, employees or agents of the corporation, if these directors,
officers,  employees  or  agents  acted  in  good  faith  and  in  a manner they
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation  and,  with  respect  to  any criminal action or proceedings, had no
reason  to believe their conduct was unlawful. In a derivative action, i.e., one
by  or  in  the  right  of the corporation, indemnification may be made only for
expenses  actually  and reasonably incurred by directors, officers, employees or
agent  in  connection  with  the defense or settlement of an action or suit, and
only  with  respect  to a matter as to which they shall have acted in good faith
and  in  a  manner  they reasonably believed to be in or not opposed to the best
interests  of  the  corporation, except that no indemnification shall be made if
such  person shall have been adjudged liable to the corporation, unless and only
to  the  extent  that  the  court  in which the action or suit was brought shall
determine  upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such  adjudication  of  liability.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS.

                                                                      SEQUENTIAL
EXHIBIT  NO.     TITLE  OF  EXHIBIT                                    PAGE  NO.
------------     ------------------                                   ----------

4.1     USE  2001  Incentive  Stock  Option  Plan  as  Amended
        in  June  2003  with  a  Form  of  an  Option  Agreement . . . . . . . *

5.1     Opinion  re-legality  and  consent  of  Counsel . . . . . . . . . . . .*

23.1    Included  in  Exhibit  5.1

23.2    Consent  of  Independent  Auditors  (Grant  Thornton  LLP) . . . . . . *


*  Filed  herewith.

ITEM  9.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

     (a)(1)     To  file,  during  any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:


<PAGE>


          (iii)    To include any material information  with respect to the plan
of  distribution  not  previously  disclosed  in  the  registration statement or
any material  change  to  such  information  in  the  registration  statement.

     (2)  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona-fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)     FILING  INCORPORATING  SUBSEQUENT  EXCHANGE  ACT  DOCUMENTS  BY
REFERENCE.

     The  undersigned  registrant  hereby  undertakes  that  for  purposes  of
determining  any  liability  under  the  Securities  Act  ,  each  filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934)  that  is incorporated by reference in the registration statement shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.

     (h)     RELATIVE  TO  REQUEST  FOR  ACCELERATION  OF  EFFECTIVE  DATE.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933,  as  amended, may be permitted to directors, officers, and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission, such indemnification is against public policy as expressed
in  the Securities Act and is therefore unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant  of  expenses incurred or paid by a director, officer, or controlling
person  of  the  registrant  in  the  successful defense of any action, suit, or
proceeding)  is  asserted  by  such  director, officer, or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  of 1933, as amended, and will be governed by the final adjudication of such
issue.


<PAGE>


                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
has  duly caused this Form S-8 Registration Statement to be signed on its behalf
by the undersigned, duly authorized in the City of Riverton, WY on September 18,
2003.

                                           U.S.  ENERGY  CORP.
                                           (Registrant)


Date:  September  10,  2003                By:       /s/  Keith  G.  Larsen
                                                 -------------------------------
                                                 KEITH G. LARSEN, President, COO

     In  accordance  with  the  requirements of the Securities Act of 1933, this
Registration  Statement  on  Form S-8 was signed by the following persons in the
capacities  and  on  the  dates  stated.


Date:  September  18,  2003                By:       /s/  John  L.  Larsen
                                                 -------------------------------
                                                 JOHN  L.  LARSEN,  Chairman,
                                                 CEO  and  Director


Date:  September  18,  2003                By:       /s/  Keith  G.  Larsen
                                                 -------------------------------
                                                 KEITH  G.  LARSEN,
                                                 President  and  Director


Date:  September  18,  2003                By:       /s/  Harold  F.  Herron
                                                 -------------------------------
                                                 HAROLD  F.  HERRON,
                                                 Vice  President  and  Director


Date:  September  _,  2003                 By:
                                                 -------------------------------
                                                 DON  C.  ANDERSON,  Director


Date:  September  18,  2003                By:       /s/  Nick  Bebout
                                                 -------------------------------
                                                 NICK  BEBOUT,  Director


Date:  September  18,  2003                By:       /s/  H.  Russell  Fraser
                                                 -------------------------------
                                                 H.  RUSSELL  FRASER,  Director


Date:  September  18,  2003                By:       /s/  Michael  Anderson
                                                 -------------------------------
                                                 MICHAEL  ANDERSON,  Director


Date:  September  18,  2003                By:       /s/  Robert  Scott  Lorimer
                                                 -------------------------------
                                                 ROBERT  SCOTT  LORIMER,
                                                 Treasurer and
                                                 Chief Financial Officer
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "description": "S-8 2001 ESOP AS AMENDED", "secsgml_size_bytes": 16096}]
{"company-data": {"conformed-name": "US ENERGY CORP", "cik": "0000101594", "assigned-sic": "1000", "irs-number": "830205516", "state-of-incorporation": "WY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108979", "film-number": "03903588"}, "business-address": {"street1": "877 NORTH 8TH WEST", "street2": "GLEN L LARSEN BLDG", "city": "RIVERTON", "state": "WY", "zip": "82501", "phone": "3078569271"}, "mail-address": {"street1": "877 NORTH 8TH WEST", "city": "RIVERTON", "state": "WY", "zip": "82501"}, "former-company": {"former-conformed-name": "WESTERN STATES MINING INC", "date-changed": "19851229"}}
As  filed  with  the  Securities  and Exchange Commission on September 19, 2003.

                                                     SEC  File  No.  333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                          UNDER SECURITIES ACT OF 1933
                                U.S. ENERGY CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Wyoming                                       83-0205516
-------------------------------                 --------------------------------
     (State  or  other  jurisdiction  of               (I.R.S.  Employer
     incorporation  or  organization                   Identification  No.)

     877 North 8th West, Riverton, Wyoming                   82501
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)             (Zip  Code)

        U.S. ENERGY CORP. 2001 INCENTIVE STOCK OPTION PLAN (AS AMENDED)
--------------------------------------------------------------------------------
                              (Full title of plan)

            Daniel P. Svilar, 877 North 8th West, Riverton, WY 82501
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (307) 856-9271
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                Copies  to:    Stephen  E.  Rounds,  Attorney
                               The  Law  Office  of  Stephen  E.  Rounds
                               1544  York  St.,  Suite  110,  Denver,  CO  80206
                               Tel:  303.377.6997;  Fax:  303.377.0231
Calculation of Registration Fee
Title of each                Proposed       Proposed
class of . . .               maximum        maximum      Amount
securities . .  Amount       offering       aggregate    of
to be. . . . .  to be        price          offering     regis.
registered . .  registered   per share(1)   price(1)     fee(2)
--------------  -----------  -------------  -----------  --------

Common stock,.    1,010,000  $        3.90  $ 3,939,000  $ 318.66
..01 par value     shares (3)

Common stock,.       10,000  $        3.82       38,200      3.09
..01 par value     shares (3)

Common stock,.      973,000  $        2.25    2,189,250    177.11
..01 par value     shares (3)

Common stock,.    1,007,000  $        4.00    4,028,000    325.86
..01 par value     shares (4)

Totals . . . .    3,000,000                 $10,194,450  $ 824.72
                  shares
2

(1)  Pursuant  to Rule 457(h)(1), the maximum proposed offering price for shares
     underlying  options currently outstanding is based on the exercise price of
     the  options.  For options yet to be issued and shares acquired on exercise
     of  options, the maximum proposed offering price is based on the average of
     the  high  and  low  prices reported on Nasdaq Small Cap Market within five
     business  days  of  the  filing  of  this  registration statement ($4.00 on
     September  16,  2003).  The maximum aggregate offering price is the maximum
     proposed  offering  price times the number of shares underlying the options
     or  the  number  of  shares  acquired  on  exercise.

(2)  The registration fee has been calculated pursuant to Rule 457(h) of the Act
     by  multiplying the proposed aggregate offering price times the fee rate of
     $.00008090.

(3)  Represents  shares  to  be  acquired  on exercise of options already issued
     pursuant  to  the  Company's  2001  Incentive Stock Option Plan, as amended
     ("2001  ISOP").

(4)  Represents  the  number  of  shares  underlying options which may be issued
     under  the  2001  ISOP  (up  to  a maximum of 1,007,000 additional shares).

Pursuant  to  Rule  416(a)  and  (c)  under  the  Securities  Act  of 1933, this
registration  statement  also  covers an undeterminate amount of interests to be
offered  or sold pursuant to the employee benefit plan described herein and such
additional number of shares as may be required in the event of a stock dividend,
stock  split,  recapitalization  or  other  similar  event.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.

     Information  required  by  Part  I  to  be  contained  in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428  under  the  Securities  Act  of  1933.

ITEM  2.     REGISTRANT  INFORMATION  AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information  required  by  Part  I  to  be  contained  in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428  under  the  Securities  Act  of  1933.

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCES.

     Registrant  hereby  incorporates  the  documents  listed in (a) through (c)
below  by  reference  into  this Form S-8 registration statement.  All documents
subsequently filed by registrant pursuant to sections 13(a), 13(d), 14 and 15(d)
of  the  Securities  Exchange Act of 1934, as amended ("Exchange Act"), prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall  be  deemed  to  be incorporated by reference in the registration
statement  and  to  be  part  thereof  from  the  date of filing such documents.

     (a)  Registrant's latest annual report on Form 10-K (for seven months ended
December  31,  2002),  registrant's proxy statement for shareholders' meeting on
June  6,  2003,  and quarterly report on Form 10-Q for the six months ended June
30,  2003.

     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred  to  in  (a)  above.

     (c)  The  registrant's  class  of  common  stock  is described in the S-3/A
registration  statement filed with the Commission on April 4, 2003 (SEC File No.
333-103692),  including  any  amendment  which  may  be filed for the purpose of
updating  such  description.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable  (see  Item  3(c)  above).

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.
ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Our  articles  of  incorporation and bylaws provide that we shall indemnify
directors  provided  that  the  indemnification shall not eliminate or limit the
liability  of  a  director  for  breach of the director's duty or loyalty to the
corporation  or  its  stockholders, or for acts of omission not in good faith or
which  involve  intentional  misconduct  or  a  knowing  violation  of  law.

     Wyoming  law  permits  a  corporation,  under  specified  circumstances, to
indemnify  its  directors,  officers,  employees  or  agents  against  expenses
(including  attorney's  fees),  judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with  any action, suit or
proceeding  brought by third parties by reason of the fact that they were or are
directors, officers, employees or agents of the corporation, if these directors,
officers,  employees  or  agents  acted  in  good  faith  and  in  a manner they
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation  and,  with  respect  to  any criminal action or proceedings, had no
reason  to believe their conduct was unlawful. In a derivative action, i.e., one
by  or  in  the  right  of the corporation, indemnification may be made only for
expenses  actually  and reasonably incurred by directors, officers, employees or
agent  in  connection  with  the defense or settlement of an action or suit, and
only  with  respect  to a matter as to which they shall have acted in good faith
and  in  a  manner  they reasonably believed to be in or not opposed to the best
interests  of  the  corporation, except that no indemnification shall be made if
such  person shall have been adjudged liable to the corporation, unless and only
to  the  extent  that  the  court  in which the action or suit was brought shall
determine  upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such  adjudication  of  liability.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS.

                                                                      SEQUENTIAL
EXHIBIT  NO.     TITLE  OF  EXHIBIT                                    PAGE  NO.
------------     ------------------                                   ----------

4.1     USE  2001  Incentive  Stock  Option  Plan  as  Amended
        in  June  2003  with  a  Form  of  an  Option  Agreement . . . . . . . *

5.1     Opinion  re-legality  and  consent  of  Counsel . . . . . . . . . . . .*

23.1    Included  in  Exhibit  5.1

23.2    Consent  of  Independent  Auditors  (Grant  Thornton  LLP) . . . . . . *

*  Filed  herewith.

ITEM  9.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

     (a)(1)     To  file,  during  any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
(iii)    To include any material information  with respect to the plan
of  distribution  not  previously  disclosed  in  the  registration statement or
any material  change  to  such  information  in  the  registration  statement.

     (2)  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona-fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)     FILING  INCORPORATING  SUBSEQUENT  EXCHANGE  ACT  DOCUMENTS  BY
REFERENCE.

     The  undersigned  registrant  hereby  undertakes  that  for  purposes  of
determining  any  liability  under  the  Securities  Act  ,  each  filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934)  that  is incorporated by reference in the registration statement shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.

     (h)     RELATIVE  TO  REQUEST  FOR  ACCELERATION  OF  EFFECTIVE  DATE.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933,  as  amended, may be permitted to directors, officers, and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission, such indemnification is against public policy as expressed
in  the Securities Act and is therefore unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant  of  expenses incurred or paid by a director, officer, or controlling
person  of  the  registrant  in  the  successful defense of any action, suit, or
proceeding)  is  asserted  by  such  director, officer, or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  of 1933, as amended, and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
has  duly caused this Form S-8 Registration Statement to be signed on its behalf
by the undersigned, duly authorized in the City of Riverton, WY on September 18,
2003.

                                           U.S.  ENERGY  CORP.
                                           (Registrant)

Date:  September  10,  2003                By:       /s/  Keith  G.  Larsen
                                                 -------------------------------
                                                 KEITH G. LARSEN, President, COO

     In  accordance  with  the  requirements of the Securities Act of 1933, this
Registration  Statement  on  Form S-8 was signed by the following persons in the
capacities  and  on  the  dates  stated.

Date:  September  18,  2003                By:       /s/  John  L.  Larsen
                                                 -------------------------------
                                                 JOHN  L.  LARSEN,  Chairman,
                                                 CEO  and  Director

Date:  September  18,  2003                By:       /s/  Keith  G.  Larsen
                                                 -------------------------------
                                                 KEITH  G.  LARSEN,
                                                 President  and  Director

Date:  September  18,  2003                By:       /s/  Harold  F.  Herron
                                                 -------------------------------
                                                 HAROLD  F.  HERRON,
                                                 Vice  President  and  Director

Date:  September  _,  2003                 By:
                                                 -------------------------------
                                                 DON  C.  ANDERSON,  Director

Date:  September  18,  2003                By:       /s/  Nick  Bebout
                                                 -------------------------------
                                                 NICK  BEBOUT,  Director

Date:  September  18,  2003                By:       /s/  H.  Russell  Fraser
                                                 -------------------------------
                                                 H.  RUSSELL  FRASER,  Director

Date:  September  18,  2003                By:       /s/  Michael  Anderson
                                                 -------------------------------
                                                 MICHAEL  ANDERSON,  Director

Date:  September  18,  2003                By:       /s/  Robert  Scott  Lorimer
                                                 -------------------------------
                                                 ROBERT  SCOTT  LORIMER,
                                                 Treasurer and
                                                 Chief Financial Officer