Sec Form 4 Filing - LARSEN JOHN L @ US ENERGY CORP - 2006-08-10

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 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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1. Name and Address of Reporting Person LARSEN JOHN L 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 877 NORTH 8TH WEST 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2006 (Street) RIVERTON, WY82501 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/10/2006 J 2,000 D ( 1 ) $ 0 656,541 D U.S. Energy Common Stock 08/16/2006 J 8,000 D ( 2 ) $ 0 648,541 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) U.S. Energy Common Stock 812,915 I ( 7 ) ( 8 ) ( 9 ) By Corporation U.S. Energy Common Stock 151,192 I ( 10 ) By Immediate Family U.S. Energy Common Stock 155,811 I ( 11 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Option 1 (Right to Buy) $ 2.875 12/04/1998 09/05/2008 U.S. Energy Common Stock 34,782 34,782 ( 12 ) D Employee Option 1a (Right to Buy) $ 2 12/04/1998 09/25/2008 U.S. Energy Common Stock 77,718 77,718 ( 12 ) D Employee Option 2 (Right to Buy) $ 2.4 01/10/2001 01/09/2011 U.S. Energy Common Stock 184,400 184,400 ( 12 ) D Employee Option 3 (Right to Buy) $ 3.9 12/07/2001 12/06/2011 U.S. Energy Common Stock 100,000 100,000 ( 13 ) D Employee Option 4 (Right to Buy) $ 2.25 08/08/2002 12/07/2011 U.S. Energy Common Stock 97,000 97,000 ( 13 ) D Employee Option 5 (Right to Buy) $ 2.46 07/01/2004 06/30/2014 U.S. Energy Common Stock 125,000 125,000 ( 13 ) D Employee Option 6 (Right to Buy) $ 3.86 10/14/2005 10/13/2015 U.S. Energy Common Stock 100,000 100,000 ( 13 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LARSEN JOHN L 877 NORTH 8TH WEST RIVERTON, WY82501 X Signatures /s/ LARSEN, JOHN L 08/16/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mandatory disbursement from I.R.A. ( 2 )Shares gifted to persons by the Reporting Person. ( 3 )Includes 445,923 shares contributed by the Reporting Person and the Reporting Person's Wife into a Family Limited Partnership. ( 4 )Includes 500 shares held in a street name account for the benefit of the Reporting Person. ( 5 )Includes 56,918 shares held in an Individual Retirement Account (IRA) for the benefit of the Reporting Person. ( 6 )Includes 25,200 shares issued under the Restricted Stock Bonus Plan and 120,000 shares issued under the 1996 Stock Award program all of which are subject to forfeiture by the Reporting Person. Shares issued under the 1996 Stock Award program vest over a 5-year period at the rate of 20% per year, The forfeitable shares issued under both plans 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. The acquisitions of the shares by the Reporting Person from both the Bonus Plan and the Award Program are exempt under Rule 16b-3. ( 7 )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). ( 8 )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). ( 9 )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). ( 10 )Includes a balance of shares held in ESOP accounts established to benefit 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). ( 11 )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. ( 12 )Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3. ( 13 )Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

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