Edgar Filing: US ENERGY CORP

PROSPECTUS U.S. ENERGY CORP.
882,460 SHARES OF COMMON STOCK

This prospectus covers the offer and sale of up to 33,705 shares of common
stock ($0.01 par value) by shareholders; and up to 848,755 shares of common
stock by holders of warrants and options on exercise of the warrants and
options, and shares which may be issued if principal on two secured convertible
notes is converted to common shares. The shares are offered for sale by the
selling shareholders; all but one of the selling shareholders will become such
on exercise of their warrants, or if the principal on the secured convertible
notes is converted to common shares, and those persons decide to sell the
shares.

In this prospectus, "selling shareholder" or "selling shareholders" refers
to Caydal, LLC, 36 persons who own equity interests in VRG, 22 persons who had
been associated (licensed) with a broker- dealer which raised funds for YSFC,
Tsunami Partners, L.P, two trusts involved in the SGMC litigation settlement,
and the two persons who performed legal services for the company. In this
prospectus, and the information incorporated by reference, "we," "company," and
"USE" refer to U.S. Energy Corp. (and its subsidiaries unless otherwise
specifically stated).

For information on the transactions in which these persons and entities
acquired the various shares, warrants, options, and convertible notes, see
"Selling Shareholders."

The selling shareholders may sell the shares from time to time in
negotiated transactions, brokers' transactions or a combination of such methods
of sale at market prices prevailing at the time of sale or at negotiated prices.
Although we will receive proceeds if and to the extent the options and warrants
are exercised, we will not receive any proceeds from sale of any of the shares
offered by the selling shareholders. None of the options or warrants have been
exercised at prospectus date.

USE is traded ("USEG") on the Nasdaq National Market System ($3.11 on
February 17, 2004).

AN INVESTMENT IN THE SHARES OFFERED BY THIS PROSPECTUS IS SPECULATIVE AND
SUBJECT TO RISK OF LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 7 AND THE TABLE OF
CONTENTS ON PAGE 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS FEBRUARY 18, 2003.

TABLE OF CONTENTS
PAGE NO.

Summary Information............................................................4

The Company...........................................................4

The Offering..........................................................5

Risk Factors ..................................................................7

Risk Factors Involving the Company........................................7

Lack of coalbed methane production
and established reserves for most of the
coalbed methane properties may slow down
future exploration of these properties................................7

Continued low gas prices for Powder River
Basin production may hurt our business................................8

We may have to begin to curtail
operations if we don't raise
more capital by July 2003.............................................8

We are subject to certain kinds of risks
which are unique to the minerals business.............................9

Delays in obtaining permits for methane
wells could impair our business.......................................9

The company's poison pill could discourage
some advantageous transactions........................................9

Compliance with environmental
regulations may be costly.............................................9

Commodity price fluctuations may be
difficult to manage and could cause losses...........................10

Future equity transactions, including exercise of
options or warrants, could result in dilution........................10

Terms of subsequent financings may
adversely impact your investment.....................................10

There may be risks related to our prior use of
Arthur Andersen LLP as our independent
certified public accountant..........................................11

Risk Factor Involving This Offering......................................11

Representations About This Offering...........................................12

Forward Looking Statements....................................................12

Description of Securities.....................................................12

Use of Proceeds...............................................................16

Selling Shareholders..........................................................16

Plan of Distribution..........................................................25

Disclosure of Commission Position on Indemnification..........................26

Where to Find More Information About Us.......................................27

Incorporation of Certain Information by Reference.............................27

Legal Matters.................................................................28

Experts.......................................................................28

SUMMARY INFORMATION

The following summarizes all material information found elsewhere in this
prospectus and the information incorporated into it by reference. This summary
is qualified by the more detailed information in this prospectus and the
information incorporated by reference.

THE COMPANY

U.S. Energy Corp. is a Wyoming corporation, formed in 1966, in the business
of acquiring, exploring, developing and/or selling or leasing mineral
properties, and the mining and marketing of minerals. We now are engaged in the
exploration of coalbed methane gas properties, which is our primary business
focus. The only activities of a significant and recurring nature are in coalbed
methane.

We also hold mining properties, but these properties (uranium and a
property in Sutter Creek, California we bought for gold exploration) are shut
down. The most significant uranium properties are located on Sheep Mountain in
Wyoming, and in southeast Utah. We also hold a royalty interest in claims on
Green Mountain, Wyoming, now held by Kennecott Uranium Company (see below).
Interests are held in other mineral properties (principally molybdenum), but are
either non-operating interests or undeveloped claims. We know of no plans for
the molybdenum property to be put into production (this property is owned by
Phelps Dodge). Small oil and gas operations in Montana and Wyoming are conducted
as well. We also hold commercial properties, most of which are located in Utah
and leased to third parties. Our fiscal year ended May 31, but on December 16,
2002, our Board of Directors adopted a resolution changing the fiscal year end
of USE and its affiliates to December 31, effective December 31, 2002.

The exploration of coalbed methane properties is conducted through Rocky
Mountain Gas, Inc. RMG, a Wyoming corporation is owned 51.1% by USE and 40.4% by
Crested Corp. Crested is a 70.5% majority-owned subsidiary of the company (see
below). Properties of RMG are held in southeastern Montana and northeastern and
southwestern Wyoming. In April 2002, a lawsuit was filed challenging the
validity of Bureau of Land Management leases in Montana. Approximately 32%
(88,411 acres) of RMG's total acreage is leased from the BLM in Montana. See
Item 3 (Legal Proceedings) in the Form 10-K/A for fiscal 2002. The status of
this litigation will be updated in subsequent SEC filings.

Except for the Bobcat Field (for which we have established gas reserves) we
don't know if anything of value will result from our activities in the coalbed
methane area: Only a limited number of exploratory wells have been drilled, and
there is not yet enough information from these wells to determine if they
contain proved reserves; gas prices are low in the Powder River Basin (our area
of activity); permitting issues may delay further work, and more funding may be
needed but not available.

USE and Crested originally were independent companies, with two common
affiliates (John L. Larsen and Max T. Evans, Mr. Evans is now deceased). In
1980, USE and Crested formed a joint venture, referred to as the USECC Joint
Venture, to do business together (unless one or the other elected not to pursue
an individual project). As a result of USE funding certain of Crested's
obligations from time to time (due to Crested's lack of cash on hand), and later
payment of debts by Crested issuing common stock to USE, Crested became a
majority-owned subsidiary of USE in fiscal 1993. In fiscal 2001, Crested issued
another 6,666,666 shares of common stock to reduce Crested's debt owed to USE by
$3.0 million, which increased USE's ownership of Crested to 70.5%.

All of USE's and Crested's operations are in the United States. Principal
executive offices for USE and Crested are located in the Glen L. Larsen building
at 877 North 8th Street West, Riverton, Wyoming 82501, telephone 307.856.9271;
fax 307.857.3050.

Most of the company's (USE's) operations are conducted through
subsidiaries, the USECC joint venture with Crested, and various jointly-owned
subsidiaries of USE and Crested.

Until September 11, 2000, USE, Crested and Kennecott Uranium Company
("Kennecott"), owned the Green Mountain Mining Venture ("GMMV"), which held a
large uranium deposit and uranium mill in Wyoming. On September 11, 2000, USE
and Crested settled litigation with Kennecott involving the GMMV by selling
their interest in the GMMV and its properties back to Kennecott for $3.25
million and receiving a royalty interest in the uranium properties. Kennecott
also assumed all reclamation obligations on the GMMV properties. Other principal
uranium properties and an uranium mill in southeast Utah are held by Plateau
Resources Ltd., a wholly-owned subsidiary of USE. The Utah uranium properties
are shut down.

The property held by Sutter Gold Mining Company ("SGMC"), a majority-owned
subsidiary of USE, is shut down so far as a prospective mining operation is
concerned, because the current price of gold is too low to raise the capital
necessary to put the properties into production. There are no current plans to
start mining activities at Sutter.

THE OFFERING

Securities Outstanding 12,189,776 shares of common stock, $0.01 par
value.

Securities To Be Outstanding 13,038,531 shares of common stock, $0.01 par
value, assuming the options and warrants on
348,756 shares held by the selling
shareholders were exercised as of the date of
this prospectus, and the principal payments of
the two secured convertible notes is converted
to 499,999 common shares as of the date of
this prospectus.

Securities Offered 882,460 shares of common stock owned or to be
owned by the selling shareholders.

Use of Proceeds We will not receive any proceeds from sale of
shares by the selling shareholders, but we
will receive up to $1,124,431 in proceeds from
exercise of the warrants and options, if they
are exercised, which will be used by the
company for working capital.

Plan of Distribution The offering is made by the selling
shareholders named in this prospectus, to the
extent they sell shares. Sales may be made in
the open market or in private negotiated
transactions, at fixed or negotiated prices.
See "Plan of Distribution."

Risk Factors An investment is subject to risk. See "Risk
Factors."

GAS RESERVES FOR BOBCAT FIELD

The following table sets forth estimated proved reserves of gas and the
present value (discounted 10%, referred to as the "PV10") of such reserves as of
December 31, 2002. These reserves are for the Bobcat Field (24 wells, all
producing from the Cook coal, and wells to be drilled to the Cook coal, on
acreage adjacent to the producing wells). The reserve data and the present value
as of that date were prepared by Ryder Scott Company, independent petroleum
engineers. For further information, see Ryder Scott's reserve report included as
an exhibit to registration statement covering this prospectus.

Refer to these definitions when reading the reserve information:

PROVED RESERVES: The estimated quantities of gas that geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions.

PROVED DEVELOPED RESERVES: Proved reserves that can be expected to be
recovered from existing wells with existing equipment and operating methods.

PROVED UNDEVELOPED RESERVES: Proved reserves that are expected to be
recovered from new wells on undrilled acreage.

PRESENT VALUE (also referred to below as the "PV10 VALUE"): The present
value of estimated future revenues to be generated from the production of proved
reserves, net of estimated production and future development costs, using prices
and costs as of the calculation date without future escalation, all without
giving effect to non-property related expenses (such as general and
administrative expenses, debt service, or future income tax expense), or to
depreciation, depletion and amortization, and discounted using an annual
discount rate of 10%.

The PV10 value was prepared using constant prices ($3.00 per Mcf) as of the
calculation date, discounted at 10% per annum on a pre-income tax basis, and is
not intended to represent the current market value of the estimated gas reserves
owned by the company. Note that the PV10 discount factor has been calculated net
of ad valorem and production taxes, but before income taxes. The PV10 discount
factor is not the same as the standardized measure of present value calculations
which are determined on an after-income tax basis.

Proved Reserves Proved Reserves
Developed Undeveloped Total
--------- ----------- -----

Coalbed methane gas (Mmcf) 489.7 95.9 585.6
PV10 Value $ 793,482 $ 94,947 $ 888,429

These estimates of proved reserves have been filed only with the Securities
and Exchange Commission, and have not been included in reports to other federal
agencies.

Note that there are numerous uncertainties inherent in estimating gas
reserves and their estimated values, including many factors beyond the control
of the company. Reservoir engineering is a subjective process of estimating
underground accumulations of gas that cannot be measured exactly. Estimates of
economically recoverable gas, and the future net cash flows which may be
realized from the reserves, necessarily depend on a number of variable factors
and assumptions, such as historical production from the area compared with
production from other areas, the assumed effects of regulations by government

agencies, assumptions about future gas prices and operating costs, severance and
excise taxes, development costs, and workover and remedial costs. The outcomes
in fact may vary considerable from the assumptions.

Estimates of the economically recoverable quantities of gas attributable to
any particular property, the classification of reserves as to proved developed
and proved undeveloped based on risk of recovery, and estimates of the future
net cash flows expected from the properties, as prepared by different engineers
or by the same engineers but at different times, may vary substantially, and the
estimates may be revised up or down as assumptions change.

It is likely that actual production volumes, revenues from production, and
the amount of money spent on a property's reserves, will vary from the
estimates. These variances could be material.

The PV10 discount factor, which is required by Securities and Exchange
Commission for use in calculating discounted future net cash flows for reporting
purposes, is not necessarily the most appropriate discount factor, based on
interest rates in effect in the financial markets, and risks associated with the
gas business.

Generally, the volume of gas production declines as reserves are depleted,
with the rate of decline depending on reservoir characteristics. Except to the
extent we conduct successful exploration and development activities on our other
properties, or acquire properties with proved reserves, or both, our proved
reserves will decline with production. Therefore, our future production depends
on finding or acquiring more reserves.

The business of exploring for, developing, or acquiring reserves is capital
intensive. To the extent operating cash flow is reduced and external capital
becomes unavailable or limited, our ability to make the necessary capital
investment to maintain or expand our gas reserves asset base would be impaired.
There is no assurance future exploration, development, and acquisition
activities will result in additional proved reserves. Even if revenues increase
because of higher gas prices, increased exploration and development costs could
neutralize the increased revenues.

RISK FACTORS

An investment in our common stock is speculative in nature and involves a
high degree of risk. You should carefully consider the following risks and the
other information in this prospectus (including the information incorporated by
reference) before investing.

RISK FACTORS INVOLVING THE COMPANY

LACK OF COALBED METHANE PRODUCTION AND ESTABLISHED RESERVES FOR MOST OF THE
COALBED METHANE PROPERTIES MAY SLOW DOWN FURTHER EXPLORATION OF THESE
PROPERTIES. Presently we have only one property in production for which reserves
have been established (see "Gas Reserves for bobcat Field" above). We have not
drilled and tested enough wells on the other properties to determine if we have
economic reserves of coalbed methane in place. For some properties, we will have
to establish at least some reserve parameters before gas transmission companies
will build gas lines to our properties, and construction of lines will depend
also on then-current and projected market prices for gas. If we have the
necessary capital, we may elect to build our own lines over to existing
transmission lines near two of our properties in the Powder River Basin in
Wyoming. We can't sell production until the lines and associated gathering lines
and compression stations are constructed.

Due to permitting delays in Montana, we may not realize production from the
Castle Rock and Kirby prospects until late 2003, or later. The Bobcat property
in Wyoming is now in production, and other Wyoming properties could be in
production in 2003, but production might be delayed due to low market prices for
gas. Low market prices could delay gas purchasers from building the necessary
lines to move gas from our properties to the major gas transmission lines.

These factors may make it difficult to raise the amount of capital needed
to further explore the coalbed methane production potential in our properties in
a rapid manner. Therefore, we may have to seek to raise capital. In the
meantime, we have only limited working capital. See below.

CONTINUED LOW GAS PRICES FOR POWDER RIVER BASIN PRODUCTION MAY HURT OUR
BUSINESS. For September, 2002, RMG received an average price of $0.94 per
Million BTU (MMBtu) of gas produced from the Bobcat field (its only producing
field), with prices ranging from $0.46 to $1.22 per MMBtu. The energy content of
our CBM is close to one MMBtu per Mcf (from .96 to .98 MMBtu in 1.00 Mcf). The
Bobcat field is not economic at these low prices. These prices approximate what
other producers in the area were receiving in September 2002, and represent a
negative price differential of approximately 73% compared to the average price
of approximately $3.485 per MMBtu received by producers nationwide. This
negative differential usually narrows to within 60% to 30% of a national average
during the winter months. RMG owns a 27.6% working interest (22% net revenue
interest) in the Bobcat project.

There is no guarantee that increased pipeline capacity planned or under
construction will eliminate the negative price differential or even
significantly reduce it.

Produced and sold gas (net of gas used as fuel for the compressors)
averaged approximately 1,821 MMBtu per day in January 2003 (503 MMBtu net rate
to our 27.6% working interest). All gas was sold at market prices (average price
$3.03 per MMBtu), which for January 2003 represented a negative differential of
57% from national average gas prices in that month.

During March 2003, RMG will receive a guaranteed price of $3.49 per MMBtu
for its share of the first 500 MMBtu of gas sold each day with the balance at
market prices.

During February 2003, RMG received a guaranteed price of $3.07 per MMBtu
for its share of the first 1,000 MMBtu of gas sold each day, and an average
price of $4.25 per MMBtu for the balance of gas produced. This guaranteed
pricing arrangement may be available to RMG monthly, at prices negotiated with
the gas buyer at the end of each preceding month, or, RMG may elect to sell on
daily market prices.

The guaranteed pricing mechanism may, or may not, prove advantageous to RMG
in those months it is utilized, depending on market price performance during
those months, and in any event, would not insulate RMG from the negative price
differential to the extent it is a significant influence on prices.

The return of sustained low gas prices would impair our ability to raise
capital for RMG and reduce revenues from production coming on line. See the
discussion under the caption "Gathering and Transmission of CBM Gas" in the Form
10-K/A for fiscal 2002.

WE MAY HAVE TO BEGIN TO CURTAIL OPERATIONS IF WE DON'T RAISE MORE CAPITAL
BY JULY 2003. At November 30, 2002, U.S. Energy Corp. had working capital of
$2,166,600, and an accumulated deficit of $36,954,100. Our current level of
operations, including general and administrative overhead, mineral operations
(primarily holding costs for the uranium and gold properties), and costs to
comply with other property lease and permitting obligations for the coalbed
properties, are estimated to cost $2,900,000 for the six months ending June 30,
2003. However, if we can't realize cash from liquidating assets, or other

sources, or if RMG spends more money on exploration than will be covered by
current arrangements, then under these circumstances additional equity financing
may be necessary to sustain operations starting in July 2003. There are no
current commitments for such future financing as may be necessary.

Our strategy for RMG contemplates a total capital budget of up to
$50,000,000 through calendar 2003 to continue exploring our coalbed methane
properties; put them into production, and to acquire more properties. The cash
requirements for our coalbed methane business are in addition to working capital
requirements. However, lack of production and established reserves may make it
difficult to raise this amount of money in the near future. Therefore, we may
have to seek to raise capital in smaller amounts over time, which efforts
probably will extend well into calendar 2004. See the preceding risk factor.

WE ARE SUBJECT TO CERTAIN KINDS OF RISK WHICH ARE UNIQUE TO THE MINERALS
BUSINESS. The exploration for and production of minerals is highly speculative
and involves risks different from and in some instances greater than risks
encountered by companies in other industries. Many exploration programs do not
result in the discovery of mineralization and any mineralization discovered may
not be of sufficient quantity or quality. Also, the mere discovery of promising
mineralization may not warrant production, because the minerals (including
methane gas) may be difficult or impossible to extract (produce) on a profitable
basis.

Profitability of any mining and production we may conduct will involve a
number of factors, including, but not limited to: the ability to obtain all
required permits; costs of bringing the property into production; the
construction of adequate production facilities; the availability and costs of
financing; keeping ongoing costs of production at economic levels, and market
prices for the metals or hydrocarbons to be produced staying above production
costs. Our properties, or properties we might acquire in the future, may not
contain deposits of minerals or coalbed methane gas that will be profitable to
produce.

In addition, all forms of mineral (and oil and gas and coalbed methane)
exploration and production require permits to have been issued by various
federal and state agencies. See below.

DELAYS IN OBTAINING PERMITS FOR METHANE WELLS COULD IMPAIR OUR BUSINESS.
Drilling and producing coalbed methane wells requires obtaining permits from
various governmental agencies. The ease of obtaining the necessary permits
depends on the type of mineral ownership and the state in which the property is
located. Intermittent delays in the permitting process can reasonably be
expected throughout the development of any play. For example, there is currently
a temporary moratorium for drilling coalbed methane wells on fee and state lands
in Montana. We may shift our exploration and development strategy as needed to
accommodate the permitting process. As with all governmental permit processes,
permits may not be issued in a timely fashion or in a form consistent with our
plan of operations.

THE COMPANY'S POISON PILL COULD DISCOURAGE SOME ADVANTAGEOUS TRANSACTIONS.
We have adopted a shareholder rights plan, also known as a poison pill (see
"Description of Securities"). The plan is designed to discourage a takeover of
the company at an unfair low price. However, it is possible that the board of
directors and the takeover acquiror would not agree on a higher price, in which
case the takeover might be abandoned, even though the takeover price was at a
significant premium to market prices. Therefore, as a result of the mere
existence of the plan, shareholders would not receive the premium price.

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS MAY BE COSTLY. Our business
(mostly coalbed methane) is intensely regulated by government agencies. Permits
are required to drill and pump methane wells, explore for minerals, operate
mines, build and operate processing plants, and handle and store waste. The
regulations under which permits are issued change from time to time to reflect
changes in

public policy or scientific understanding of issues. If the economics of a
project would not justify the changes, we might have to abandon the project.

The company must comply with numerous environmental regulations on a
continuous basis, to comply with the United States Clean Air Act, the Clean
Water Act, the Resource Conservation and Recovery Act ("RCRA"), and the
Comprehensive Environmental Response Compensation Liability Act ("CERCLA"). For
example, water and dust discharged from mines and tailings from prior mining or
milling operations must be monitored and contained and reports filed with
federal, state and county regulatory authorities. Additional monitoring and
reporting is required by the United States Nuclear Regulatory Commission for
uranium mills even if not currently operating (like the company's uranium mill
at Ticaboo, Utah). The Abandoned Mine Reclamation Act in Wyoming and similar
laws in other states where we have properties impose reclamation obligations on
abandoned mining properties, in addition to or in conjunction with federal
statutes.

Failure to comply with these regulations could result in substantial fines
and environmental remediation orders. For information on the company's bonding
requirements to date, see note K to the audited financial statements in the 2002
Form 10-K/A.

COMMODITY PRICE FLUCTUATIONS MAY BE DIFFICULT TO MANAGE AND COULD CAUSE
LOSSES. Gas, gold and uranium prices can be volatile. Sharp swings in market
prices make budgeting and operations more difficult. Sustained lower prices can
result in impairment of the financial value of the mineral property purchased as
well as the facilities built to process the material (such as mills or gas
compression stations). Hedging activities, if available for the commodity, can
protect against price swings but may result in locking a company into a lower
than market price over time.

FUTURE EQUITY TRANSACTIONS, INCLUDING EXERCISE OF OPTIONS OR WARRANTS,
COULD RESULT IN DILUTION. From time to time the company sells restricted stock
and warrants, and convertible debt, to investors in private placements conducted
by broker-dealers, or in negotiated transactions. Because the stock is
restricted, the stock is sold at a greater discount to market prices compared to
a public stock offering, and the exercise price of the warrants sometimes is at
or even lower than market prices. These transactions cause dilution to existing
shareholders. Also, from time to time, options are issued to employees and third
parties, with exercise prices equal to market. Exercise of in-the-money options
and warrants will result in dilution to existing shareholders; the amount of
dilution will depend on the spread between market and exercise price, and the
number of shares involved. The company will continue to grant options to
employees with exercise prices equal to market price at grant date, and in the
future may sell restricted stock and warrants, all of which may result in
dilution to existing shareholders. See also "Registration for Resale of
Additional Shares May Depress Market Prices."

TERMS OF SUBSEQUENT FINANCINGS MAY ADVERSELY IMPACT YOUR INVESTMENT. We may
have to raise equity, debt or preferred stock financing in the future. Your
rights and the value of your investment in the common stock could be reduced.
For example, if we have to issue secured debt securities, the holders of the
debt would have a claim to our assets that would be prior to the rights of
stockholders until the debt is paid. Interest on these debt securities would
increase costs and negatively impact operating results. Preferred stock could be
issued in series from time to time with such designations, rights, preferences,
and limitations as needed to raise capital. The terms of preferred stock could
be more advantageous to those investors than to the holders of common stock. In
addition, if we need to raise more equity capital from sale of common stock,
institutional or other investors may negotiate terms at least and possibly more
favorable than the terms of this offering. Shares of common stock which we sell
could be sold into the market, which could adversely affect market price. See
"Risk Factor Involving This Offering" below.

THERE MAY BE RISKS RELATED TO OUR PRIOR USE OF ARTHUR ANDERSEN LLP AS OUR
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT. The consolidated balance sheet of U.S.
Energy Corp. for the year ended May 31, 2000 and the related consolidated
statements of operations, shareholders equity and cash flows for each of the two
years in the period ended May 31, 2000 included in the Annual Report on Form
10-K/A for the year ended May 31, 2002, as amended and incorporated by reference
into this prospectus, to the extent and for the periods indicated in their
report, have been audited by Arthur Andersen LLP, independent certified public
accountants.

The recent obstruction of justice conviction of Arthur Andersen LLP may
adversely affect Arthur Andersen LLP's ability to satisfy any claims arising
from the provision of auditing services to us, including claims that may arise
out of Arthur Andersen LLP's audit of our financial statements incorporated by
reference in this prospectus for the years ended May 31, 2000. Arthur Andersen
LLP has been convicted of federal obstruction of justice arising from the
government's investigation of Enron Corp. Should we seek to access the public
capital markets to raise money for the Company before October 1, 2003, SEC rules
will require us to include or incorporate by reference in any prospectus audited
financial statements for the fiscal year ended May 31, 2000, which has been
audited by Arthur Andersen LLP. If the SEC ceases accepting financial statements
audited by Arthur Andersen LLP, we could be unable to access the public capital
markets until after October 1, 2003, unless Grant Thornton LLP, our current
independent accounting firm, or another independent accounting firm, is able to
re-audit the financial statements originally audited by Arthur Andersen LLP. Any
delay or inability to access the public capital markets caused by these
circumstances could have a material adverse effect on our business,
profitability, and growth prospectus.

The SEC's rules would not require the use of the financial statements for
the fiscal year ended May 31, 2000, in any prospectus we file after October 1,
2003.

RISK FACTOR INVOLVING THIS OFFERING

REGISTRATION FOR RESALE OF ADDITIONAL SHARES MAY DEPRESS MARKET PRICES.
From time to time we have funded operations by selling restricted securities of
subsidiary companies for their operations, then later reacquired those
securities by exchange for shares and warrants of USE. For example, in January
2002, we issued 1,423,460 restricted shares of common stock in exchange for
restricted shares of Rocky Mountain Gas, Inc. and in conversion of preferred
stock of USE, for which the exchanging shareholders, and the holder of the USE
preferred stock, originally had invested $5,309,000. The shares of common stock
of USE were issued based on the market price of $3.92 per share on December 5,
2001, and the original investment amount for RMG and preferred stock, plus
$270,959 of interest owed three of the investors.

In addition, in February and March 2002, we sold 281,926 shares of
restricted stock, at $3.25 per share, and two year warrants to purchase 56,383
shares of stock, with an exercise price of $4.00 per share, for $916,254 cash.
We also issued 20,000 shares to Robert H. Taggart, Jr. in exchange for
unexercised warrants and for services.

15,385 of the shares sold in February and March 2002 have been sold by two
of the original investors under rule 144. The remaining 266,541 shares sold by
us in February and March 2003, the 1,423,460 shares issued in January 2002 in
exchange for RMG stock and on conversion of USE preferred stock, plus the 20,000
shares issued to Mr. Taggart (for a total of 1,710,001 shares of USE common
stock), and resale of the 56,383 shares on exercise of the warrants (at $4.00
per share), into the public market will be registered on two Form S-3
registration statements filed with the Securities and Exchange Commission in
March 2003.

Such resales could adversely affect market prices for the investors who buy
shares in this offering.

From time to time, we may sell restricted shares to raise capital.
Registration for resale of such additional shares could adversely affect market
prices for investors who buy shares in this offering.

REPRESENTATIONS ABOUT THIS OFFERING

We have not authorized anyone to provide you with information different
from that contained in this prospectus. This prospectus is not an offer to sell
nor does it seek an offer to buy the shares in any jurisdiction where this offer
or sale is not permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus (or any supplement), regardless
of when it is delivered or when any shares are sold.

FORWARD LOOKING STATEMENTS

We make statements in this prospectus which are considered to be "forward
looking" statements. All statements (other than statements of historical fact)
about financial and business strategy and the performance objectives of
management are forward-looking statements. These forward-looking statements are
based on the beliefs of management, as well as assumptions made by and
information currently available to them. These statements involve risks that are
both known and unknown, including unexpected economic and market factors,
failure to accurately forecast operating and capital expenditures and capital
needs (due to rising costs and/or different drilling and production conditions
in the field), changes in timing or conditions for getting regulatory approvals
to drill coalbed methane wells where needed, and other business factors. The use
of the words "anticipate," "believe," "estimate," "expect," "may," "will,"
"should," "continue," "intend" and similar words or phrases, are intended by us
to identify forward-looking statements (also known as "cautionary statements"
because you should be cautious in evaluating such statements in the context of
all the information in this prospectus and the information incorporated by
reference into this prospectus). These statements reflect our current views with
respect to future events. They are subject to the realization in fact of
assumptions, but what we now think will happen may be turn out much different,
and our assumptions may prove to have been inaccurate or incomplete.

The investment risks discussed under "Risk Factors" specifically address
all of the material risk factors that may influence future operating results and
financial performance. Those investment risks are not "boiler plate" but are
intended to tell you about the uncertainties and risks inherent in our business
at the present time which you need to evaluate before making your investment
decision.

DESCRIPTION OF SECURITIES

COMMON STOCK. We are authorized by our articles of incorporation to issue
an unlimited number of shares of common stock, $0.01 par value, and 100,000
shares of preferred stock, $0.01 par value.

Shares of common stock may be issued for such consideration and on such
terms as determined by the board of directors, without shareholder approval.
Holders are entitled to receive dividends when and as declared by the board of
directors out of funds legally available therefor. There are no restrictions on
payment of cash dividends. Cash dividends have not been declared on the common
stock, although a 1 for 10 stock dividend was declared in November 1990. It is
anticipated that future earnings would be reinvested into operations and not
declared as dividends on the common stock. All holders of shares of common stock
have equal voting rights, and the shares of common stock sold in this offering
will have the same rights. Holders of shares of common stock are entitled to one
vote per share on all matters upon which such holders are entitled to vote, and
further have the right to cumulate their votes in elections of

directors. Cumulation means multiplying the number of shares held, by the number
of nominees to the board of directors, then voting the product among the
nominees as desired. Directors are elected by a plurality of the votes cast.

Shares of common stock sold in this offering are fully-paid and
nonassessable shares of U.S. Energy Corp.

Pursuant to our articles of incorporation and as permitted by Wyoming law,
shares of common stock held by our subsidiaries may be voted by such
subsidiaries as determined by the board of directors of each, in elections of
directors and other matters brought before shareholders.

In September 2001, the company adopted a shareholder rights plan ("poison
pill") and filed the plan with the Securities and Exchange Commission as an
exhibit to Form 8-A. The following three paragraphs briefly state principal
features of the plan, which are qualified by reference to the complete plan,
which is incorporated by reference into this prospectus.

Under the plan, the holder of each share of common stock has the right to
purchase (when the rights become exercisable) from the company one-one
thousandth (1/1,000th) of one (1) share of Series P preferred stock at a price
of $200.00 for each one-one thousandth (1/1,000th) share of such preferred
stock. The purpose of the plan is to deter an unfairly low priced hostile
takeover of the company, by encouraging a hostile party to negotiate a fair
offer with the board of directors and thus eliminate the poison pill.

The rights trade with the common stock and aren't separable therefrom; no
separate certificate for the rights is issued unless and until there is a
hostile takeover attempted, after which time separate and tradable rights
certificates would be issued.

The rights are not exercisable and never can be unless and until a hostile
(not negotiated with the board) takeover of the company is initiated with the
objective of acquiring 15% of the company's voting stock. If before the takeover
is launched the hostile party comes to agreement with the board of directors
about price and terms and makes a "qualified offer" to buy the stock of the
company, then the board of directors may redeem (buy back) the rights for $0.01
each. But, if such a "qualified offer" isn't agreed upon, then the rights are
exercisable for preferred stock, which in turn would enable the holder to
convert the preferred stock into voting common stock of the company at a price
equal to one-half the market price.

PREFERRED STOCK. Shares of preferred stock may be issued by the board of
directors with such dividend, liquidation, voting and conversion features as may
be determined by the board of directors without shareholder approval. In June
2000, we established a Series A Convertible Preferred Stock, for which 1,000
shares of preferred stock are reserved for sale at $10,000 per share; 200 shares
were issued and outstanding at November 30, 2001. In January 2002, we converted
the 200 outstanding shares of Series A stock by issuing 513,140 shares of
restricted common stock to the holder, based on $2,000,000 invested plus $11,507
of interest (annual rate of 7.5%) which accrued in December 2001 (previous
interest had been paid in cash), divided by $3.92 (market price for USE stock on
December 5, 2001).

WARRANTS. As of the date of this prospectus, warrants and options (to
persons or entities other than employees, officers or directors of the company)
are issued and outstanding to purchase a total of 743,870 shares of common
stock:

o Options to purchase 18,000 shares at $3.00 held by Robert A. Nicholas,
issued February 3, 2003 and expiring February 2, 2004, issued as partial payment
for legal services. Resale of shares acquired on exercise of these options is
covered by this resale prospectus.

o Warrants to purchase 60,000 shares at $3.00 held by Tsunami Partners,
L.P., issued on November 19, 2002 and expiring November 19, 2005, issued in
connection with a $500,000 convertible loan to the company from Tsunami, L.P.
Resale of shares acquired on exercise of these warrants is covered by this
resale prospectus.

o Warrants to purchase 15,000 shares at $3.00 held by 34 persons who own
equity interests in VentureRound Group ("VRG"), a licensed broker-dealer, which
served as financial advisor in connection with the Tsunami loan transaction. The
warrants were issued as of November 19, 2002, expiring on November 19, 2005.
Resale of shares acquired on exercise of these warrants is covered by this
resale prospectus.

o Warrants to purchase 120,000 shares at $3.00 held by Caydal, LLC, issued
on May 30, 2002 and expiring May 30, 2005, issued in connection with a
convertible loan to the company from Caydal. Resale of shares acquired on
exercise of these warrants is covered by this resale prospectus.

o Warrants to purchase 30,000 shares at $3.00 held by 31 persons who own
equity interests in VRG, which served as financial advisor in connection with
the Caydal loan transaction. The warrants were issued as of May 30, 2002,
expiring on March 30, 2005. Resale of shares acquired on exercise of these
warrants is covered by this resale prospectus.

o Warrants to purchase 3,000 shares at $3.75 per share held by one person
who owns an equity interest in VRG, which served as the financial advisor to the
company in connection with the private transactions from June to October 2001
(see above). These warrants were issued as partial compensation for services
provided to the company by the individual, who owns an equity interest in and
who is associated (licensed) with VRG. These warrants were issued as of October
18, 2001 and expire October 18, 2006. Resale of shares acquired on exercise of
these warrants is covered by this resale prospectus.

o Warrants to purchase 28,192 shares at $4.00 held by 36 persons who own
equity interests in VRG, issued as of March 25, 2002, expiring on March 25,
2005. VRG served as the financial advisor to the company in connection with the
private transactions in February and March 2002. Resale of shares acquired on
exercise of these warrants is covered by this resale prospectus.

o Options to purchase 20,000 shares at $3.90 held by James E. Seale issued
as of January 10, 2002, expiring on January 9, 2005 for consulting services.
Resale of shares acquired on exercise of these options is not yet covered by a
resale prospectus.

o Warrants to purchase 10,000 shares at $3.75 held by Kevin P. Daly, issued
as of October 18, 2001 and expiring October 18, 2003. Resale of shares acquired
on exercise of these warrants is covered by a prospectus filed pursuant to Rule
424(b)(2).

o Warrants to purchase 50,000 shares at $3.00 held by Caydal, LLC, issued
on October 24, 2001 and expiring October 24, 2003. Resale of shares acquired on
exercise of these warrants is covered by a prospectus filed pursuant to Rule
424(b)(2).

o Warrants to purchase 67,936 shares at $3.75 held by 18 investors who
purchased shares and warrants in private transactions with the company from June
29, 2001 to October 18, 2001. These warrants

were issued as of October 18, 2001 and expire October 18, 2006. Resale of shares
acquired on exercise of these warrants is covered by a prospectus filed pursuant
to Rule 424(b)(2).

o Warrants to purchase 34,761 shares at $3.75 held by persons who own
equity interests in VRG, which served as the financial advisor to the company in
connection with the private transactions from June to October 2001 (see above).
These warrants were issued as partial compensation for services provided to the
company by persons who own equity interests in VRG, which services were provided
by licensed brokers . These warrants were issued as of October 18, 2001 and
expire October 18, 2006. Resale of shares acquired on exercise of these warrants
is covered by a prospectus filed pursuant to Rule 424(b)(2).

o Warrants to purchase 11,034 shares at $3.75 held by persons who own
equity interests in VRG. These warrants were issued for financial consulting
services provided by persons who own equity interests in VRG. The services were
provided by licensed brokers. These warrants were issued as of November 2, 2001
and expire November 2, 2006. Resale of shares acquired on exercise of these
warrants is covered by a prospectus filed pursuant to Rule 424(b)(2).

o Warrants to purchase 74,564 shares at $3.64, issued in exchange for
Yellowstone Fuels Corporation (a subsidiary of USE) warrants under a share and
warrant exchange agreement between YSFC and USE. The warrants expire July 19,
2003, and were issued to 23 persons who had been associated (licensed) with a
broker-dealer (American Fronteer, f/k/a RAF Financial) which raised funds for
YSFC in 1997. Resale of shares acquired on exercise of these warrants is covered
by this resale prospectus.

o Options issued February 8, 1999 to purchase 75,000 shares at $2.25 per
share (expiring February 8, 2004), to consultant Michael Baybak. Resale of the
shares acquired on exercise of these options is not covered by a resale
prospectus.

o Options issued February 8, 1999 to purchase 20,000 shares at $2.62 per
share (expiring March 15, 2003), to (former) consultant R. J. Falkner. Resale of
the shares acquired on exercise of these options is covered by a prospectus
filed pursuant to Rule 424(b)(2).

o Warrants issued May 14, 2001 to purchase 10,000 shares at $4.70 per share
(expiring May 14, 2003), to consultant Riches in Resources, Inc. The warrants
are not exercisable unless the company's stock price closes at or above $6.50
per share for 90 consecutive days before expiration of the options. Resale of
the shares acquired on exercise of these options is covered by a prospectus
filed pursuant to Rule 424(b)(2).

o Warrants issued May 14, 2001 to purchase 20,000 shares at $4.70 per share
(expiring May 14, 2003), to consultant Riches in Resources, Inc. The warrants
are not exercisable until the company's stock price closes at or above $10.00
per share for 90 consecutive days. Resale of the shares acquired on exercise of
these options is covered by a prospectus filed pursuant to Rule 424(b)(2).

o Options issued April 11, 2001 to purchase 20,000 shares at $3.98 per
share, expiring April 10, 2006, to (former) consultant R. J. Falkner and
Company. Resale of the shares acquired on exercise of these options is covered
by a prospectus filed pursuant to Rule 424(b)(2).

o Warrants to purchase 56,383 shares at $4.00 per share, held by 16
investors who purchased shares and warrants in private transactions with the
company in February and March, 2002. These warrants were issued in February and
April 2002, and will expire three years after issuance. Resale of the shares
acquired on exercise of these options is not yet covered by a resale prospectus.

OPTIONS. USE has granted options to employees, officers and directors to
purchase shares at exercise prices from $2.00 to $3.90 per share. At March 6,
2003, a total of 3,690,945 shares may be issued upon exercise of these options.
These options expire at various times from 2008 to 2012.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the
selling shareholders pursuant to this prospectus, but we will receive up to
$1,124,431 in proceeds from the exercise of the options and warrants, if they
exercise all the options and warrants, (pursuant to which the shares underlying
such options and warrants will be sold pursuant to this prospectus), which will
be used by the company for working capital.

SELLING SHAREHOLDERS

This prospectus covers the offer and sale by the selling shareholders of up
to 882,460 shares of common stock ($0.01 par value) owned or to be owned on
exercise of options and warrants by the selling shareholders, and conversion of
debt. The footnotes to the table below give information about shares issuable on
exercise of the options and warrants by the selling shareholders. All shares
issued (and all shares issuable on exercise of options and warrants, and
conversion of debt) are (and will be) restricted securities as that term is
defined in rule 144 of the Securities and Exchange Commission under the
Securities Act of 1933, and will remain restricted unless and until such shares
are sold pursuant to this prospectus, or otherwise are sold in compliance with
rule 144 or the restriction removed in accordance with rule 144(k).

None of the selling shareholders are affiliates of the company or any
subsidiary of the company.

The shares covered by this prospectus include:

o 28,192 shares under warrants held by 36 persons who own equity
interests in VRG, exercisable at $4.00 per share.

o 333,333 shares which may be issued if $1,000,000 principal on a
secured convertible note held by Caydal, LLC is converted to common
shares at a rate of 1 share for $3.00 of principal.

o 120,000 shares under warrants held by Caydal, LLC, a private lender
and shareholder of U.S. Energy Corp., exercisable at $3.00 per share.

o 30,000 shares under warrants held by 31 persons who own equity
interests in VRG, exercisable at $3.00 per share.

o 3,000 shares under warrants held by one person who owns an equity
interest in VRG, exercisable at $3.75 per share.

o 74,564 shares under warrants, exercisable at $3.64 held by 23 persons
who had been associated (licensed) with a broker-dealer which raised
funds for Yellowstone Fuels Corp., a subsidiary of the company, under
a private placement of YSFC common stock in 1997. The YSFC warrants
were exchanged for warrants of the company in 1999. The warrants
expire July 19, 2003.

o 166,666 shares which may be issued if $500,000 principal on a secured
convertible note held by Tsunami Partners, L.P. is converted to common
shares at a rate of 1 share for $3.00 of principal.

o 60,000 shares under warrants held by Tsunami Partners, L.P.,
exercisable at $3.00 per share. These warrants expire November 19,
2005.

o 15,000 shares under warrants held by 34 persons who own equity
interests in VRG, exercisable at $3.00 per share. These warrants
expire November 19, 2005.

o 20,000 shares held by two trusts issued to them in settlement of a
lawsuit involving the company's subsidiary Sutter Gold Mining Company.

o 18,000 shares under options held by one person, which options were
issued as partial payment for legal services, exercisable at $3.00 per
share. These options expire February 2, 2004.

o 13,705 shares held by two persons, which shares were issued as partial
payment for legal services.

The transactions in which the selling shareholders acquired the various
shares, warrants, options, and convertible notes, are summarized below:

On May 30, 2002, we borrowed $1,000,000 from Caydal, LLC, a private lender
and shareholder of U.S. Energy Corp. The two year secured loan is convertible
into restricted shares of U.S. Energy Corp. common stock at the rate of 1 share
for $3.00 of principal (a maximum of 333,333 shares), or into restricted shares
of common stock of our subsidiary Rocky Mountain Gas, Inc. at the rate of 1
share for $1.50 of principal. In addition, USE issued to the lender a warrant to
purchase until May 30, 2005, 120,000 shares of USE restricted common stock, at
$3.00 per share, and RMG issued to the lender a warrant to purchase until May
30, 2005, 120,000 shares of RMG restricted common stock, at $1.50 per share.
VentureRound Group ("VRG"), a licensed broker-dealer, acted as the lender's
agent in the transaction, for which services USE paid VRG $25,000 cash and
issued (to 31 persons who own equity interests in VRG) warrants to purchase
until May 30, 2005, 30,000 restricted shares of common stock of U.S. Energy
Corp., at $3.00 per share. Resale of the shares of U.S. Energy Corp. common
stock issuable to the lender on conversion of the note, and the shares issuable
on exercise of the warrants to purchase shares of common stock of U.S. Energy
Corp. issued to the lender, and to the 31 persons who own equity interests in
VRG, are covered by this resale prospectus.

VRG also served as financial advisor to the company in connection with a
private financing by the company in February and March 2002. In connection with
that transaction, warrants to purchase 28,192 shares at $4.00 are held by 36
persons who own equity interests in VRG, issued as of March 25, 2002, expiring
on March 25, 2005. In connection with an earlier financing by the company, the
company issued warrants to purchase 3,000 shares at $3.75 to one person who owns
an equity interest in and is associated (licensed) with VRG; these warrants were
issued as of October 18, 2001 and expire on October 18, 2006. Resale of shares
acquired on exercise of all these warrants is covered by this resale prospectus.

On November 19, 2002, we borrowed $500,000 from Tsunami Partners, L.P., a
private lender. The two year secured loan is convertible into restricted shares
of U.S. Energy Corp. common stock at the rate of 1 share for $3.00 of principal,
or into restricted shares of common stock of our subsidiary Rocky Mountain Gas,
Inc. at the rate of 1 share for $2.00 of principal. In addition, U.S. Energy
Corp. issued to

the lender a warrant to purchase until November 19, 2005, 60,000 shares of U.S.
Energy Corp. restricted common stock, at $3.00 per share (a maximum of 166,166
shares), and RMG issued to the lender a warrant to purchase until November 19,
2005, 60,000 shares of RMG restricted common stock, at $2.00 per share. VRG
acted as the agent in the transaction, for which services USE paid VRG $20,000
cash and issued a warrant to purchase until November 19, 2005, 15,000 restricted
shares of common stock of U.S. Energy Corp., at $3.00 per share. These warrants
were issued to the equity owners of VRG (see below), including Robert H.
Taggart, a licensed broker who provided securities-transaction services. Resale
of the shares of U.S. Energy Corp. common stock issuable to the lender on
conversion of the note, and the shares issuable on exercise of the warrants to
purchase shares of common stock of U.S. Energy Corp. issued to the lender, and
to the equity owners of VRG, are covered by this resale prospectus.

In each of the financing or advisory transactions in which VRG was
involved, the services provided by VRG were provided by persons associated with
(licensed with) a broker-dealer registered with the Securities and Exchange
Commission. The warrants to purchase stock in USE were issued in partial
consideration for these services provided by licensed persons, but distributed
to the owners of VRG, including the persons licensed as brokers (who also own
equity interests in VRG). Those persons who received warrants as owners of VRG,
but who are not licensed as brokers, did not provide securities- transaction
services and did not otherwise pay for the warrants.

Effective September 19, 2002, we entered into amendments to warrants that
were to expire on that date. The original warrants were issued for the exercise
of up to 67,025 shares of the company's common stock to persons who had been
associated (licensed) with a broker-dealer which raised funds in 1997 for
Yellowstone Fuels Corp., a subsidiary of the company. As consideration for an
extension of time for exercising the warrants, the holders agreed to waive
certain rights relating to anti-dilutive and cashless exercise provisions of the
original warrants. The warrants, which cover now 74,564 shares, are exercisable
at $3.64 per share, and now expire on July 19, 2003. Resale of these 74,564
shares is covered by this prospectus.

On December 2, 2002, the company and its subsidiary Sutter Gold Mining
Company entered into a settlement agreement relating to certain litigation
involving SGMC. As a result of the settlement the company issued 20,000 shares
of U.S. Energy Corp. common stock to trusts. Resale of these 20,000 shares is
covered by this prospectus.

On February 3, 2003, the company issued 8,231 shares and 5,474 shares of
common stock, respectively, to two persons, and options to purchase 18,000
shares of common stock to one of them as partial payment for legal services.
Resale of these 13,705 shares is covered by this prospectus.

The selling shareholders may offer their shares for sale on a continuous
basis pursuant to rule 415 under the 1933 Act.

The following information has been provided to us by the selling
shareholders. All numbers of shares, and percentage ownership, are stated on a
pro forma basis as of prospectus date assuming issuance of 348,756 shares upon
exercise of all options and warrants listed above, and issuance of the 499,999
shares upon conversion of the principal payments of the two secured convertible
notes. There are 12,189,776 shares issued and outstanding on the initial date of
this prospectus; on a pro forma basis, 13,038,531 shares are outstanding, which
number assumes exercise only of the options and warrants (and conversion of
debt) held by the selling shareholders which are covered by this prospectus.
Additional shares issuable on possible exercise of additional options and
warrants presently outstanding, are not included in the pro forma calculation
above.

Number of Number of Shares
Shares of of Common Stock Percent Owned
Name and Address Common Stock Registered Prior to After
of Beneficial Owner Owned(1) For Sale Offering Offering(2)
-------------------------------------------------------------------------------------------------------------------

A. Clinton Allen 18,909 (4)(5)(6) 10,924 (5)(6) * *
1280 Massachusetts Ave. #200
Cambridge, MA 02138

Andy Galy 1,100 (7) 1,100 (7) * *
342 30th Street
New Orleans, LA 80203

Ardell J. Schelich 42,026 (4)(5)(6) 682 (5)(6) * *
347 Lake View Dr.
Washington, MO 93090

Bathgate McColley & Associates LLC 538 (4) 538 (4) * *
5350 S. Roslyn Street, Suite 308
Greenwood Village, CO 80111

Belmont Navy, LLC 1,167 (4)(5)(6) 682 (5)(6) * *
111 Sixth Street
Cambridge, MA 02141

Ben Bourgeois 192 (7) 192 (7) * *
3504 Lake Arrowhead
Harvey, LA 70058

Bourne Capital LLC 1,595 (5)(6) 1,595 (5)(6) * *
410 Marion Street
Denver, CO 80218

Caydal, LLC 673,333 (3)(6) 453,333 (3)(6) 5.1% 1.6%
410 Marion Street
Denver, Colorado 80218

Chris Donofrio 275 (7) 275 (7) * *
First Funding
848 W. Eastman, Suite 204
Chicago, IL 60622

Curragh Capital Partners, LLC 1,500 (6) 1,500 (6) * *
609 5th Avenue, 2nd Floor
New York, NY 10017

David Berkowitz 412 (7) 412 (7) * *
2013 Ottawa Drive
Las Vegas, NV 89109

David Berlin 1,167 (4)(5)(6) 682 (5)(6) * *
Birchwood Resources
1675 Broadway #1020
Denver, CO 80202

David Gertz 1,167 (4)(5)(6) 682 (5)(6) * *
7120 E. Orchard Rd. #300
Greenwood Village, CO 80111

Donna Schulze 3,208 (4)(6)(7) 2,708 (6)(7) * *
877 E. Dry Creek Rd.
Englewood, CO 80112

Edward J. Godin 1,000 (6) 1,000 (6) * *
7424 S. Chapparal Circle East
Aurora, CO 800016

Edward Swift and 10,000 10,000 * *
Margaret Swift Revocable Trust
50 Church Street, P. O. Box 128
Sutter Creek, CA 95685

Eric Stroud 1,100 (7) 1,100 (7) * *
7715 Dairy Lane
Village of Lakewood, IL 60014

George D. Thompson 285 (4)(5)(6) 170 (5)(6) * *
11710 W. 102 Place
Overland Park, KS 66214

Greg Powers 165 (7) 165 (7) * *
709 7th Lane
Palm Beach Gardens, FL 33418

Gulf Projects Investment Company 4,670 (4)(5)(6) 2,720 (5)(6) * *
Kuwait Stock Exchange Building
Safat 13066, Kuwait

James A. McCaughey 83,268 (4)(5)(6) 1,699 (5)(6) * *
3 Cueta Drive
Rancho Mirage, CA 92270

James E. Hosch 1,231 (5) 1,231 (5) * *
7038 Willa Lane
Evergreen, CO 80439

James J. Cahill 26,148 (4)(5)(6) 15,648 (5)(6) * *
57 Lawrence Hill Rd.
Huntington, NY 11743

James V. Rauh 19,036 (4)(5)(6) 339 (5)(6) * *
7234 South Uravan Ct.
Aurora, CO 60016

Jeffrey J. Schmitz 4,266 (4)(5)(6) 339 (5)(6) * *
10356 E. Weaer Circle
Englewood, CO 80111

John J. Lais, III 30,574 (4)(5)(6) 339 (5)(6) * *
2602 Woodland Ct.
McKinney, TX 75070

John P. Kanouff 31,335 (7) 31,335 (7) * *
2525 E. Cedar Avenue
Denver, CO 80209

John Shuster 5,288 (7) 1,788 (7) * *
21379 York Ct.
Kildeer, IL 60047

Kurt Novey 1,450 (7) 550 (7) * *
4224 Nasyth Drive
Plano, TX 75093

Lance Hering 2,175 (4)(5) 675 (5) * *
5301 S. Yosemite St., Apt. 26206
Greenwood Village, CO 80111

Larry A. Bach & Susan A. Bach 285 (4)(5)(6) 170 (5)(6) * *
501 W. Fairbanks Avenue
Winter Park, FL 32789

Leonard Alsfeld 550 (7) 550 (7) * *
4705 Rebecca Blvd.
Metarie, LA 70003

Mark A. Loewenstein & 40,636 (4) (6) 135 (6) * *
Kangping K. Loewenstein
12512 White Drive
Silver Spring, MD 20904

Mark Reinstein 1,760 (7) 1,760 (7) * *
180 E. Meadows Ct.
Alpharetta, GA 30006

Marshall G. Folkes, III 24,749 (4)(5)(6) 339 (5)(6) * *
3841 Houndstooth Court
Richmond, VA 23233

Martin G. Williams & 574 (4)(5)(6) 339 (5)(6) * *
Margaret M. Williams
13333 Long Leaf Dr.
Clarksville, MD 21029

Maury Rogow 925 (4)(5)(6) 540 (5)(6) * *
1050 Taylor Street N #709
Arlington, VA 22201

Michael Bagnulo 412 (7) 412 (7) * *
1020 Martins Lake
Roswell, GA 30076

Mike Nixon 704 (7) 704 (7) * *
43557 Window Ct.
Ashburn, VA 20147

Mildred Swift McBride 10,000 10,000 * *
Testamentary Trust
50 Church Street, P. O. Box 128
Sutter Creek, CA 95685

Mohamed Ali Ahmed 574 (4)(5)(6) 339 (5)(6) * *
5052 Grimm Dr. #512
Alexandria, VA 23233

Morgan Stanley Dean Witter 574 (4)(5)(6) 339 (5)(6) * *
FBO Thomas Garrity
1857 Wainwright Dr.
Reston, VA 20190

Peyton N. Jackson & 12,190 (4)(5)(6) 845 (5)(6) * *
Linda M. Jackson
8704 Standish Rd.
Alexandria, VA 22308

Philip A. Nicholas 8,231 8,231 * *
170 North 5th Street
P. O. Box 928 Laramie, WY 82703

R. A. Fitzner, Jr. 3,574 (4)(5)(6) 3,339 (4)(5)(6) * *
P. O. Box 8000-260
Mesquite, NV 89024

Fiserv Securities Inc. C/FBO 1,731 (5) 193 (5) * *
Richard Huebner
16318 E. Berry Avenue
Centennial, CO 80115

Robert A. Nicholas 26,639 (8) 23,474 (8) * *
107 South Broadway, Suite 213
Riverton, WY 82501

Robert H. Taggart, Jr. 45,148 (4)(5)(6) 14,648 (5)(6) * *
4163 S. Chapparrel Circle East
Aurora, CO 80116

Robert Long 31,335 (7) 31,335 (7) * *
3125 Riverside Dr.
Riverton, WY 82501

Roger Conan 574 (4)(5)(6) 339 (5)(6) * *
14 Oakley Road
Dublin 6, Ireland

Roy Van Buskirk & Rachel Deutsch 872 (4)(5)(6) 512 (5)(6) * *
1616 Buchanan St.
Arlington, VA 22207

Sterne Agee & Leach, Inc. 19,036 (4)(5)(6) 339 (5)(6) * *
C/F Michael M. Vuocolo IRA
407 Arrowhead BL 123
Jonesboro, GA 30236

Steve Smitten 137 (7) 137 (7) * *
5520 Reflections Blvd.
Lutz, FL 33588

Fiserv Securities Inc. C/FBO 1,835 (5) 296 (5) * *
Steven Bathgate
6376 E. Tufts Avenue
Englewood, CO 80112

SJS Holdings 5,909 (4)(5)(6) 3,409 (5)(6) * *
c/o Susan Schoch
350 East 84th Street
New York, NY 10028

Tom Bazely 137 (7) 137 (7) * *
5021 Seminary Rd. #327
Alexandria, VA 22311

Troy G. Taggart 9,444 (4)(5)(6)(7) 5,444 (5)(6)(7) * *
21220 Craborchard Ct.
Ashburn, VA 20147

Tsunami Partners, L.P. 226,666 (3)(5) 226,666 (3)(5) 1.8% *
2011 Cedar Springs Rd., Apt. 506
Dallas, TX 75201

Vicki D.E. Barone 51 (5) 51 (5) * *
7854 S. Harrison Circle
Littleton, CO 80122

Vincent Schmitz 22,629 (4)(5)(6) 682 (5)(6) * *
4207 Montview Blvd.
Denver, CO 80207

Wayne A. Moore 1,167 (4)(5)(6) 682 (5)(6) * *
P. O. Box 68
Rock Falls, IL 61071

William Gamello 550 (7) 550 (7) * *
19 West Sky Lane
Clifton Park, NY 12065

William Gavin Kessler 275 (7) 275 (7) * *
1921 Bissell - Unit C
Chicago, IL 60614

William Potter 159 (5)(6) 159 (5)(6) * *
498 Ridgewood Avenue
Glen Ridge, NJ 07028

William Powers 550 (7) 550 (7) * *
19900 Earlwood Dr.
Jupiter, FL 33458

William Todd Mauney 137 (7) 137 (7) * *
600 Rainier Ct.
Highland Village, TX 75077

* Less than 1%.

(1) Includes shares underlying warrants which may not have yet been exercised
and are not covered by this resale prospectus.

(2) Assumes all shares registered for resale under this prospectus are sold by
the selling shareholder.

(3) Includes shares issuable upon conversion of principal payments to shares at
a rate of 1 share for $3.00 of principal payable on a convertible secured
promissory note.

(4) Includes shares issuable on exercise of warrants at $3.75 per share, and
assumes exercise of such warrants by the selling shareholder.

(5) Includes shares issuable on exercise of warrants at $4.00 per share, and
assumes exercise of such warrants by the selling shareholder.

(6) Includes shares issuable on exercise of warrants at $3.00 per share, and
assumes exercise of such warrants by the selling shareholder.

(7) Includes shares issuable on exercise of warrants at $3.64 per share, and
assumes exercise of such warrants by the selling shareholder.

(8) Includes shares issuable on exercise of warrants at $3.00 per share, and
assumes exercise of such warrants by the selling shareholder.

The shares owned or to be owned by the selling shareholders are registered
under rule 415 of the general rules and regulations of the Securities and
Exchange Commission, concerning delayed and continuous offers and sales of
securities. In regard to the offer and sale of such shares, we have made certain
undertakings in Part II of the registration statement of which this prospectus
is part, by which, in general, we have committed to keep this prospectus current
during any period in which the selling shareholders make offers to sell the
covered securities pursuant to rule 415.

PLAN OF DISTRIBUTION

The selling shareholders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded. These sales may be at fixed or negotiated prices. The selling
shareholders may use any one or more of the following methods when selling
shares:

O ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

O block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

O purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

O an exchange distribution in accordance with the rules of the
applicable exchange;

O privately negotiated transactions;

O short sales (sales of shares not owned in hopes of a decline in market
price so the seller can purchase in the market at a lower price to be
able to deliver the shares sold);

O broker-dealers may agree with the selling shareholder to sell a
specified number of such shares at a stipulated price per share;

O a combination of any such methods of sale; and

O any other method permitted pursuant to applicable law.

The selling shareholders also may resell all or a portion of the shares in
open market transactions in reliance upon rule 144 under the 1933 Act, provided
they meet the criteria and conform to the requirements of the rule.

The selling shareholders may also engage in short sales against the box (a
short sale where the seller borrows the stock from a third party, hoping the
market price will decline), puts and calls and other transactions in securities
of the company or derivatives of company securities and may sell or deliver
shares in connection with these trades. The selling shareholders may pledge
their shares to their brokers under

the margin provisions of customer agreements. If a selling shareholder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares. The selling shareholders have advised the company that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their his shares other than
ordinary course brokerage arrangements, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling shareholders.

Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

We are required to pay all fees and expenses incident to the registration
of resale of the shares covered by this prospectus. However, all discounts,
commissions or fees incurred in connection with the sale of the shares offered
hereby will be paid by the selling shareholders. The company has agreed to
indemnify the selling shareholders against certain losses, claims, damages and
liabilities, including liabilities under the 1933 Act. We have been advised that
in the opinion of the Securities and Exchange Commission, indemnification for
liabilities under the 1933 Act is against public policy, and therefore is
unenforceable. See below.

In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers. In addition, in certain
states the shares may not be sold unless the shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
company pursuant to the foregoing provisions, or otherwise (for example, in
connection with the sale of securities), we have been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act, and is,

therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the company of expenses incurred or
paid by a director, officer or controlling person 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
company 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 1933 Securities Act, and will be governed by the final
adjudication of such issue.

WHERE TO FIND MORE INFORMATION ABOUT US

We have filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 under the 1933 Act with
respect to the shares offered by this prospectus. This prospectus, filed as a
part of the registration statement, does not contain certain information
contained in part II of the registration statement or filed as exhibits to the
registration statement. We refer you to the registration statement and exhibits
which may be inspected and copied at the Public Reference Section of the
Commission, 450 5th Street, NW, Washington, D.C. 20549, at prescribed rates; the
telephone number for the Public Reference Section is 1.800.SEC.0330. The
registration statement and exhibits also are available for viewing at and
downloading from the EDGAR location within the Commission's internet website
(http://www.sec.gov).

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Our common stock is registered with the Commission under section 12(g) of
the Securities Exchange Act of 1934 (the "1934 Act"). Under the 1934 Act, we
file with the Commission periodic reports on Forms 10-K, 10-Q and 8-K, and proxy
statements, and our officers and directors file reports of stock ownership on
Forms 3, 4 and 5. These filings may be viewed and downloaded from the
Commission's internet website (http://www.sec.gov) at the EDGAR location, and
also may be inspected and copied at the Public Reference Section of the
Commission, 450 5th Street, NW, Washington, D.C. 20549, at prescribed rates; the
telephone number for the Public Reference Section is 1.800.SEC.0330. Information
on the operation of the Public Reference Room can be obtained by calling the
Commission at 1.800.SEC.0330.

All of the information contained in the following documents filed with the
Commission is incorporated by reference into this prospectus: Form 10-K for new
fiscal year ended December 31, 2002 filed April 1, 2003; Amended Annual Report
on Form 10-K/A for fiscal year ended May 31, 2002 filed March 3, 2003; Quarterly
Report on Form 10-Q for the three months ended August 31, 2002; Quarterly Report
on Form 10-Q for the three and six months ended November 30, 2002; Proxy
Statement for Annual Meeting of Shareholders in December 2002; Report on Form
8-K on September 20, 2001, reporting adoption in calendar 2001 of a "shareholder
rights plan" also commonly known as a "poison pill"; and Report on Form 8-K on
December 20, 2001 regarding status of coalbed methane operations; Report on Form
8-K on April 23, 2002, reporting that Suncor did not exercise an option to
acquire interest in coalbed methane properties and reporting a contract to
purchase the Bobcat coalbed methane property in Wyoming; Form 8-K on June 6,
2002, reporting closing of the contract to purchase the Bobcat property; Form
8-K on June 10, 2002, providing further information on the closing of the
contract to purchase the Bobcat property, and borrowing $1,000,000 in a secured
convertible loan transaction; Form 8-K on July 23, 2002, reporting the Phelps
Dodge legal proceedings; Report on Form 8-K on August 20, 2002, reporting the
entry of an order by the Special Master (appointed by the Court in the Nukem
litigation) to provide monthly reports on uranium transactions; Form 8-K on
September 5, 2002 concerning a research report; Form 8-K/A on September 24, 2002
amending the Form 8-K on the research report; Form 8-K on December 9, 2002
reporting an extension of time granted the Special Master in the Nukem
litigation to file his final accounting report and borrowing $500,000 in a
secured convertible debt transaction; Form 8-K on December 18, 2002 reporting
results of the company's annual meeting of shareholders and change in fiscal
year end; Form 8-K on January 8, 2003 reporting RMG option to purchase coalbed
methane

properties; Form 8-K on February 7, 2003 reporting an Option Agreement to
acquire additional coalbed methane properties, exploration results on Montana
properties now held, and improved gas prices for Bobcat production; Form 8-K on
March 3, 2003 reporting an additional extension of time granted the Special
Master in the Nukem litigation to file his final accounting report; and Form
8-A, on September 20, 2001, registering the preferred stock purchase rights (in
connection with the shareholder rights plan). The SEC file number for all of
these filings is 000-06814.

All of the information which will be contained in our future Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statements, and Reports on
Form 8-K, and any other filings we make pursuant to sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, all after the date of this prospectus, also are
incorporated by reference into this prospectus as of the dates when such
documents are filed with the Commission.

We will provide to you copies of any or all of the information in these
documents, and any exhibits to them, without charge, upon request addressed to
U.S. Energy Corp., 877 North 8th West, Riverton, Wyoming 82501, attention Daniel
P. Svilar, Secretary. You also may request these documents by telephone:
1.307.856.9271. Our internet address is www.useg.com. Our 1934 Act filings are
not directly available through our internet address (website), but you can
access those filings through the link to Nasdaq at our internet address
(website).

LEGAL MATTERS

The validity of the issuance of the shares offered has been passed upon by
The Law Office of Stephen E. Rounds, Denver, Colorado.

EXPERTS

Our consolidated balance sheet as of May 31, 2002 and 2001 and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year ended May 31, 2002 and 2001, have been audited by Grant Thornton LLP,
and are included, with the audit report from Grant Thornton LLP, in the Annual
Report on Form 10-K/a for the fiscal year ended May 31, 2002 in reliance upon
the authority of such firm as experts in accounting and auditing. Our
consolidated balance sheet as of May 31, 2000 and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
two years ended May 31, 2000, have been audited by Arthur Andersen LLP, and are
included along with the audit report of Arthur Andersen LLP, in the Annual
Report on Form 10-K/A for the fiscal year ended May 31, 2002, as amended, in
reliance upon the authority of such firm as experts in giving said report.
Arthur Andersen LLP has not consented to the incorporation by reference of their
report in this prospectus, and we have dispensed with the requirement to file
their consent in reliance upon rule 437a of the Securities Act of 1933. Because
Arthur Andersen LLP has not consented to the incorporation by reference of their
report in this prospectus, you will not be able to recover against Arthur
Andersen LLP under Section 11 of the Securities Act of 1933 for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen LLP or any omissions to state a material fact required to be
stated therein.

The letter report of Ryder Scott Company, which contains certain
information with respect to the company's gas reserves, has been filed as an
exhibit to the registration statement of which this prospectus forms a part. The
information contained in the Ryder Scott Company report is included in this
prospectus in reliance on such firm as experts in such matters.

882,460 SHARES COMMON STOCK

U.S. ENERGY CORP.

-------------------
PROSPECTUS
--------------------

February 18, 2004

No dealer, salesman or other person is authorized to give any information
or make any information or make any representations not contained in the
prospectus with respect to the offering made hereby. This prospectus does not
constitute an offer to sell any of the securities offered hereby in any
jurisdiction where, or to any person to whom it is unlawful to make such an
offer. Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that there has been no
change in the information set forth herein or in the business of our company
since the date hereof.