Larsen John L – ‘4’ for 12/31/02 re: US Energy Corp.

On:  Thursday, 4/10/03, at 9:18am ET   ·   For:  12/31/02   ·   Accession #:  1028269-3-52   ·   File #:  0-06814

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 - December 31, 2002                             4±    22K 


UNITED STATES SECURITIES AND EXCHANGE COMMISSION                                
WASHINGTON, D.C. 20549                                                          
FORM 4                                                                          
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP                                    
( ) Check this box if no longer subject to Section 16.                          
Form 4 or Form 5 obligations may continue. See Instructions 1(b).               
1. Name and Address of Reporting Person                                         
LARSEN, JOHN L.                                                   
877 NORTH 8TH WEST                                                
RIVERTON, WY  82501                                               
USA                                                                       
2. Issuer Name and Ticker or Trading Symbol                                     
U.S. ENERGY CORP.                                                 
USEG                                                              
3. IRS or Social Security Number of Reporting Person (Voluntary)                

4. Statement for Month/Year                                                     
December 31, 2002                                                     
5. If Amendment, Date of Original (Month/Year)                                  

6. Relationship of Reporting Person(s) to Issuer (Check all applicable)         
(X) Director (X) 10% Owner (X) Officer (give title below) ( ) Other       
(specify below)                                                           
CHAIRMAN AND CEO                                                          
7. Individual or Joint/Group Filing (Check Applicable Line)                     
(X) Form filed by One Reporting Person                                    
( ) Form filed by More than One Reporting Person                          

                                                        [Enlarge/Download Table]

___________________________________________________________________________________________________________________________________ 
 Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned                                                 |
___________________________________________________________________________________________________________________________________|
1. Title of Security       |2.    |3.    |4.Securities Acquired (A)         |5.Amount of        |6.Dir |7.Nature of Indirect       |
                           | Transaction |  or Disposed of (D)              |  Securities       |ect   |  Beneficial Ownership     |
                           |      |      |                                  |  Beneficially     |(D)or |                           |
                           |      |    | |                  | A/|           |  Owned at         |Indir |                           |
                           | Date |Code|V|    Amount        | D |    Price  |  End of Month     |ect(I)|                           |
___________________________________________________________________________________________________________________________________|
                                                                                                                                    
    $.01 Par Value Common S|12/31/|A   | |4,782 (a)         |A  |NIL        |394,418            |D (b) |                           |
tock                       |02    |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|N/A   |    | |NONE              |   |N/A        |129,426            |D (c) |                           |
tock                       |      |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|N/A   |    | |NONE              |   |N/A        |42,350             |I (d) |By Wife                    |
tock                       |      |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|12/31/|A   | |19,994            |A  |NIL        |161,521            |I (e) |Relative's ESOP            |
tock                       |02    |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|N/A   |    | |NONE              |   |N/A        |155,811            |I (f) |ESOP Trustee               |
tock                       |      |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|N/A   |    | |NONE              |   |N/A        |125,556            |I (g) |By Plateau                 |
tock                       |      |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|N/A   |    | |NONE              |   |N/A        |175,000            |I (h) |By SGMC                    |
tock                       |      |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|N/A   |    | |NONE              |   |N/A        |512,359            |I (i) |By Crested                 |
tock                       |      |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
    $.01 Par Value Common S|N/A   |    | |NONE              |   |N/A        |1,581              |I (j) |By NWG                     |
tock                       |      |    | |                  |   |           |                   |      |                           |
-----------------------------------------------------------------------------------------------------------------------------------|
___________________________________________________________________________________________________________________________________|

___________________________________________________________________________________________________________________________________ 
 Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned                                                   |
___________________________________________________________________________________________________________________________________|
1.Title of Derivative |2.Con-  |3.   |4.    |5.Number of De |6.Date Exer|7.Title and Amount  |8.Price|9.Number    |10.|11.Nature of|
  Security            |version |Transaction | rivative Secu |cisable and|  of Underlying     |of Deri|of Deriva   |Dir|Indirect    |
                      |or Exer |     |      | rities Acqui  |Expiration |  Securities        |vative |tive        |ect|Beneficial  |
                      |cise    |     |      | red(A) or Dis |Date(Month/|                    |Secu   |Securities  |(D)|Ownership   |
                      |Price of|     |      | posed of(D)   |Day/Year)  |                    |rity   |Benefi      |or |            |
                      |Deriva- |     |      |               |Date |Expir|                    |       |ficially    |Ind|            |
                      |tive    |     |      |           | A/|Exer-|ation|   Title and Number |       |Owned at    |ire|            |
                      |Secu-   |     |    | |           | D |cisa-|Date |   of Shares        |       |End of      |ct |            |
                      |rity    |Date |Code|V|  Amount   |   |ble  |     |                    |       |Month       |(I)|            |
___________________________________________________________________________________________________________________________________|
                                                                                                                                    
 Stock Option (Right t|$2.875/s|N/A  |    | |           |   |12/04|09/25|Common Stock|34,782 |       |34,782      |D  |            |
o Buy) (k)            |h       |     |    | |           |   |/98  |/08  |            |       |       |            |   |            |
-----------------------------------------------------------------------------------------------------------------------------------|
 Stock Option (Right t|$2.00/sh|N/A  |    | |           |   |12/04|09/25|Common Stock|77,718 |       |77,718      |D  |            |
o Buy) (k)            |        |     |    | |           |   |/98  |/08  |            |       |       |            |   |            |
-----------------------------------------------------------------------------------------------------------------------------------|
 Stock Option (Right t|$2.40/sh|N/A  |    | |           |   |01/10|01/09|Common Stock|184,400|       |184,400     |D  |            |
o Buy) (k)            |        |     |    | |           |   |/01  |/11  |            |       |       |            |   |            |
-----------------------------------------------------------------------------------------------------------------------------------|
 Stock Option (Right t|$3.90/sh|N/A  |    | |           |   |12/07|12/06|Common Stock|100,000|       |100,000     |D  |            |
o Buy) (l)            |        |     |    | |           |   |/01  |/11  |            |       |       |            |   |            |
-----------------------------------------------------------------------------------------------------------------------------------|
 Stock Option (Right t|$2.25/sh|N/A  |    | |           |   |08/08|12/07|Common Stock|97,000 |       |97,000      |D  |            |
o Buy) (l)            |        |     |    | |           |   |/02  |/11  |            |       |       |            |   |            |
-----------------------------------------------------------------------------------------------------------------------------------|
                      |        |     |    | |           |   |     |     |            |       |       |            |   |            |
___________________________________________________________________________________________________________________________________|

Explanation of Responses:                                                       
Attachment to Form 4 dated April 9,                                             
2003.                                                                           
(a)   Consists of shares contributed to the USEG Employee Stock Ownership       
("ESOP") for the benefit of the                                                 
Reporting Person.  The Reporting Person is over age 70 1/2 and therefore the    
shares are immediately distributed to                                           
him (ie. his IRA).  The transaction date (12/31/02) reflects USEG's fiscal year 
end date, which date is used to                                                 
determine the total number of shares contributed to the ESOP, however, the      
individual contribution amounts are not                                         
available until after audit of the company's payroll.  Distribution was made to 
the Reporting Person's IRA on March                                             
11,                                                                             
2003.                                                                           
(b)     Consists of 243,163 shares held directly by the Reporting Person        
(including 27,500 shares gifted by the                                          
Reporting Person to his wife, but not transferred into her name), 500 shares    
held in street name account for his                                             
benefit, 106,000 shares held by the Reporting Person in joint tenancy with his  
wife, 44,755 shares held in an                                                  
Individual Retirement Account established for the benefit of the Reporting      
Person.                                                                         
(c)   Consists of 25,200 shares and 104,226 shares subject to forfeiture.  The  
25,200 shares, issued under the                                                 
USEG Restricted Stock Bonus Plan, are deemed "earned out" by the Reporting      
Person:  (i) if he is continuously                                              
employed by USE until he retires; (ii) if he becomes disabled; (iii) upon his   
death, or (iv) if the shares are claimed                                        
within three years following the occurrence of (i), (ii) or (iii).  The 104,226 
shares, issued under the 1996 Stock                                             
Award Program, vest over a 5 year period at the rate of 20% per year and are    
subject to the same forfeiture                                                  
conditions noted previously.  The treasurer of USEG holds the shares in trust   
for the benefit of the Reporting                                                
Person, while the non-employee directors of USEG exercise shared voting and     
dispositive rights over all 129,426                                             
shares.  The shares do not come under the control of the Reporting Person until 
termination of employment.  The                                                 
total number of shares is presently reported; distributions to the Reporting    
Person will not be separately reported.                                         
The acquisition of the shares by the Reporting Person from both the Bonus Plan  
and the Award Program are                                                       
exempt under Rule                                                               
16b-3.                                                                          
(d)    Consists of shares held directly by the Reporting Person's               
wife.                                                                           
(e)    Consists of shares held in ESOP accounts established to benefit members  
of the Reporting persons                                                        
"immediately family", as that term is defined in Rule 16a-1(e), in accordance   
with Rule 16a-8(b)(2).  The transaction                                         
date (12/31/02) reflects USEG's fiscal year end date, which date is used to     
determine the total number of shares                                            
contributed to the ESOP, however, the individual contribution amounts are not   
available until after audit of the                                              
company's                                                                       
payroll.                                                                        
(f)    Consists of shares held in the ESOP which are not allocated to accounts  
established for the benefit of                                                  
specific plan participants.  The Reporting Person, as an ESOP Trustee,          
exercises the voting powers with respect                                        
to such unallocated                                                             
shares.                                                                         
(g)    Consists of shares held by Plateau Resources Limited ("Plateau"), a      
wholly-owned subsidiary of USEG.  The                                           
Reporting Person is an officer and director of both USEG and Plateau.  The      
Reporting Person is not a controlling                                           
shareholder of Plateau, and therefore the Reporting Person does not have a      
pecuniary interest in the USEG shares                                           
held by Plateau, under Rule                                                     
16a-1(a)(2)(iii).                                                               
(h)    Consists of shares held by Sutter Gold Mining Company ("SGMC"), a        
subsidiary of USEG.  The Reporting                                              
person is an officer and director of both USEG and SGMC.  The Reporting Person  
is not a controlling shareholder                                                
of SGMC, and therefore the Reporting Person does not have a pecuniary interest  
in the USEG shares held by                                                      
SGMC, under Rule                                                                
16a-1(a)(2)(iii).                                                               
(i)    Consists of shares held by Crested Corp. ("Crested"), a majority-owned   
subsidiary of USEG.  The Reporting                                              
Person is an officer and director of both USEG and Crested.                     
(j)    Consists of shares held by Northwest Gold, Inc. ("NWG"), a subsidiary of 
USEG.  The Reporting Person is an                                               
officer and director of both USEG and NWG.  The Reporting Person is not a       
controlling shareholder of NWG, and                                             
therefore the Reporting Person does not have a pecuniary interest in the USEG   
shares held by NWG, under Rule                                                  
16a-1(a)(2)(iii).                                                               
(k)     Stock options granted under the Issuer's 1998 Incentive Stock Option    
Plan, and exempt under Rule 16b-3.                                              
(l)   Stock option granted under the Issuer's 2001 Incentive Stock Option Plan, 
and exempt under Rule 16b-3.                                                    
NOTE:   Pursuant to SEC Rule 16a-1(a)(2), information on Crested, Plateau, SGMC 
and NWG is not required,                                                        
however, Registrant has                                                         
        undertaken comprehensive disclosure and reports shares held by
Crested, Plateau, SGMC and NWG as                                               
indirectly owned                                                                
by                                                                              
the Reporting Person.                                 
          The Reporting Person disclaims beneficial and pecuniary interest
in the shares reported under footnotes                                          
d, e,  f, g, h, i and                                                           
j.                                                                              
SIGNATURE OF REPORTING PERSON                                                   
/s/   JOHN L. LARSEN                                                  
DATE                                                                            
April 9, 2003                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘4’ Filing		Date		Other Filings
Filed on:		4/10/03		4
		4/9/03		8-K
		3/11/03
For Period end:		12/31/02		10-K,  4,  NT 10-K
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