SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                    PURSUANT TO SECTION 13 AND 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


DATE  OF  REPORT  (DATE OF EARLIEST EVENT REPORTED):  NOVEMBER 20, 2003 (OCTOBER
28,  2003)


                                U.S. ENERGY CORP.
                                -----------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           WYOMING                    0-6814                   83-205516
----------------------------     -----------------     -------------------------
(STATE OR OTHER JURISDICTION        (COMMISSION           (I.R.S.  EMPLOYER
     OF INCORPORATION)               FILE NO.)            IDENTIFICATION NO.)


GLEN  L.  LARSEN  BUILDING
877  NORTH  8TH  WEST
RIVERTON,  WY                                                      82501
--------------------------------------------                    ------------
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                    (ZIP  CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (307) 856-9271


                                 NOT APPLICABLE
                                 --------------
              (FORMER NAME, FORMER ADDRESS OR FORMER FISCAL YEAR,
                          IF CHANGED FROM LAST REPORT)





ITEM  5:  OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE.

     Debt  Restructuring.  On  October  28,  2003, the company restructured $1.4
     --------------------
million  of  secured  convertible debt held by Caydal, LLC and Tsunami Partners,
L.P.  The original 2002 transactions with the lenders provided for conversion of
principal,  but not interest, to shares at a conversion rate of 1 share for each
$3.00  of  principal.  The  loans  have  been  restructured  to:  (i) reduce the
interest  rate, starting September 1, 2003, from the original 8% annual rate, to
be  equal  to  the  Federal Short Term Rate for annual compounding (the "Federal
Short Term Rate" as defined in section 1274(d) of the Internal Revenue Code), as
that  rate changes from time to time; (ii) allow conversion of interest, as well
as  principal,  to  shares; (iii) not require quarterly payment of interest with
cash,  but  add accruing interest to principal; (iv) extend the maturity date to
December  31,  2004;  (v)  reduce  the  conversion  rate  for  principal to (and
establish  the  conversion  rate  for  interest  at)  1  share for each $2.25 of
principal  and  interest; and (vi) provide for mandatory conversion of principal
and  accrued  interest  outstanding at maturity to shares at the same conversion
rate  of  1 share for each $2.25 of principal and interest.  Optional conversion
of  principal  and  accrued  interest  prior to maturity is permitted.  Also, in
connection  with  the restructuring of debt, the expiration date of the warrants
issued  to the lenders was extended 12 months (from the original May 30, 2005 to
the  new  date  of  May  30,  2006).

     The  debt  also  may  be  convertible, at the lenders' option, to shares of
Rocky  Mountain  Gas,  Inc., a subsidiary of the company, at the rate of 1 share
for  each $1.50 of principal and interest.  This conversion rate was not changed
in  the  restructuring.

     RMG  Equity  Restructuring.  In  June  and  July 2003, Caydal, LLC and five
     ---------------------------
individuals  invested  $750,000 in Rocky Mountain Gas, Inc. ("RMG," a subsidiary
of  the  company) for 333,333 shares of RMG stock (at $2.25 per share); warrants
on  62,500  RMG  shares  at $3.00 per share, exercisable until June 3, 2006; and
warrants  on  46,875 shares of the company at $4.00 per share, exercisable until
June  3,  2006.  Under  the terms of the original transaction, each share of RMG
stock  was  convertible  into  that  number of shares of the company obtained by
dividing  (i)  $2.25  (subject  to anti-dilution adjustments) by (ii) 85% of the
then-current  market  price  of  the  company's  shares,  provided  that (a) the
conversion  price  cannot  exceed  $5.00,  and (b) the exchange rights expire 20
business  days  after the company's stock price exceeds $7.50 for 20 consecutive
trading  days.  The  RMG shares issuable on exercise of the RMG warrants are not
entitled  to  conversion  into  shares  of  the  company.

     On  October  28,  2003, Caydal and one of the individual investors accepted
the  company's  and  RMG's  offer,  made to all of the 2003 investors in RMG, to
restructure  the  transaction by (i) refunding 50% of the investment (Caydal was
refunded  $250,000  and  the  individual was refunded $50,000), and reducing the
conversion rate for their remaining total of 133,333 RMG shares down to 77.5% of
market  price.  The other four individuals elected to remain fully invested, for
which  election  the  company  and  RMG  reduced  the  conversion rate for their
remaining  total of 66,666 RMG shares down to 70% of market price.  The terms of
the  warrants  to  buy  stock in the company, and in RMG, have not been changed.

     Full  implementation  of  RMG's business strategy to develop and/or acquire
additional  coalbed  methane  properties  will  require  significant  capital
resources.  Although  RMG  and the company are optimistic that such capital will
be  obtained,  progress  in  this  regard  has  been  slower  than  expected.

     The  restructuring offer was made to Caydal and the individual investors to
allow  them the opportunity to reduce the extent of their investments in RMG and
increase  the  rate of conversion of those investments into stock in the company
and  RMG,  given the longer period of time now expected to fully implement RMG's
business  strategy.

     Phelps  Dodge  Litigation.  The Company was advised on November 15, 2003 by
     --------------------------
its  attorneys,  that the trial date in the case of Phelps Dodge Corporation and
Mt. Emmons Mining Company v. U.S. Energy Corp and its subsidiary, Crested Corp.,
(with cross-claims and counter-claims) that  was set for January 5, 2004, in the
U.S.  District  Court  of Colorado, has been stricken.  A new trial date has not
been  set,  but  motions  will  be  considered  on  January  22  and  23,  2004.

ITEM  7.     FINANCIAL  STATEMENTS  AND  EXHIBITS.

     (a)     Financial  statements  of  business  acquired.  Not  applicable.

     (b)     Pro  forma  financial  information.  Not  applicable.

     (c)     Exhibits.  Not  applicable

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  Report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                       U.S.  ENERGY  CORP.



Dated:  November  20,  2003            By:      /s/  Daniel  P.  Svialr
                                             ------------------------
                                                Secretary