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 OF SECURITIES 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 MARK J   2. Issuer Name and Ticker or Trading Symbol US ENERGY CORP [USEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT & COO (Last) (First) (Middle) 877 NORTH 8TH WEST 3. Date of Earliest Transaction (Month/Day/Year) 02/05/2007 (Street) RIVERTON, WY 82501 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price U.S. Energy Common Stock 02/05/2007   J(1)   4,418 A $ 0 46,460 I (2) By ESOP U.S. Energy Common Stock 02/05/2007   J(3)   10,601 A $ 0 119,751 I (4) By Immediate Family U.S. Energy Common Stock               42,078 D (5)   U.S. Energy Common Stock               4,600 I (6) By Custodian For Child

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of 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

27,782

27,782 (7)

D

Employee Option 2 (Right to Buy)

$ 2.4

01/10/2001

01/09/2011

U.S. Energy Common Stock

41,248

41,248 (7)

D

Employee Option 3 (Right to Buy)

$ 3.9

12/07/2001

12/06/2011

U.S. Energy Common Stock

100,000

100,000 (8)

D

Employee Option 4 (Right to Buy)

$ 2.25

08/08/2002

12/07/2011

U.S. Energy Common Stock

97,000

97,000 (8)

D

Employee Option 5 (Right to Buy)

$ 2.46

07/01/2004

06/30/2014

U.S. Energy Common Stock

125,000

125,000 (8)

D

Employee Option 6 (Right to Buy)

$ 3.86

10/14/2005

10/13/2015

U.S. Energy Common Stock

100,000

100,000 (8)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LARSEN MARK J 877 NORTH 8TH WEST RIVERTON, WY 82501	X		PRESIDENT & COO

Signatures

By: Robert Scott Lorimer Attorney in Fact		02/07/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares issued in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person.
(2)	Includes shares held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person.
(3)	Includes 10,601 shares distributed to the 'ESOP' accounts of the Reporting Persons 'Immediate Family' under the Terms of the Plan.
(4)	Shares issued to be held in ESOP accounts established for the benefit of 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).
(5)	Includes 42,078 shares held directly by the Reporting Person.
(6)	Includes 4,600 shares indirectly held by the Reporting Person as Custodian for minor children under the Wyoming Uniform Transfers to Minors Act. The Reporting Person disclaims beneficial and pecuniary interest in these shares.
(7)	Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.
(8)	Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

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