Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRASER H RUSSELL
   2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [USEG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
877 N 8TH ST W		 3. Date of Earliest Transaction (Month/Day/Year)
02/14/2011
(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
Common Stock 02/14/2011   M   10,000 A $ 3.9 31,363 D (1) (2) (3)  
Common Stock 02/14/2011   D(4)   10,000 D $ 6.5 21,363 D (1) (2) (3)  
Common Stock               1,300 I (5) By Spouse

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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
Stock Options (Right to Buy) $ 3.9 02/14/2011   M     10,000 12/07/2001 12/07/2011 Common Stock 10,000 $ 0 5,000 D (6)  
Stock Options (Right to Buy) $ 2.25             08/08/2002 12/06/2011 Common Stock 10,000   10,000 D (6)  
Stock Options (Right to Buy) $ 2.46             07/01/2005 06/30/2014 Common Stock 50,000   50,000 D (6)  
Stock Options (Right to Buy) $ 3.86             10/14/2005 10/13/2015 Common Stock 25,000   25,000 D (6)  
Director/ Option(rtb) $ 2.52             09/22/2009 09/21/2018 U.S. Energy Common Stock 30,000   30,000 D (7)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRASER H RUSSELL
877 N 8TH ST W
RIVERTON, WY 82501		   X      

Signatures

 /s/ Robert Scott Lorimer, attorney-in-fact   02/15/2011
**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) Includes shares held directly by the Reporting Person.
(2) Includes 1,000 shares held in joint tenancy with the Reporting Person's wife.
(3) Includes 4,000 shares held in an Individual Retirement Account (IRA) for the benefit of the Reporting Person.
(4) Options purchased and sold under the Reporting Person's 10(b) 5-1 Plan dated November 15, 2010.
(5) Includes 1,300 shares held in an IRA established for the benefit of the Reporting Person's wife. The Reporting Person disclaims any beneficial interest in these shares.
(6) Options issued to Reporting Person as a member of the Issuer's Board of Directors.
(7) Stock options granted under the Issuer's 2008 SOP for the Independent Directors and Advisory Board Members granted on June 25, 2010 which vest in three (3) equal annual installments beginning June 25, 2011.

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