SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                    Pursuant to Section 13 and 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (date of earliest event reported): August 15, 2003 (August 14,
2003)


                                U.S. ENERGY CORP.
--------------------------------------------------------------------------------
              Exact Name of Registrant as Specified in its Charter)

     Wyoming                          0-6814                         205516
-----------------                ----------------               ----------------
(State or other jurisdiction      (Commission                  (I.R.S.  Employer
     of incorporation)               File No.)               Identification No.)


     Glen  L.  Larsen  Building
     877  North  8th  West
     Riverton,  WY                                                   82501
     -----------------------------------------------            ----------------
     (Address of Principal Executive Offices)                      (Zip  Code)


       Registrant's telephone number, including area code: (307) 856-9271


                                 Not Applicable
--------------------------------------------------------------------------------
              (Former Name, Former Address or Former Fiscal Year,
                          if Changed From Last Report)



ITEM  5.  OTHER  EVENTS

     On  August  1,  2003,  U.S.  Energy  Corp.'s wholy-owned subsidiary Plateau
Resources  Limited  (and  Plateau's  wholly-owned  subsidiary Canyon Homesteads,
Inc.)  signed  a  Stock  Purchase  Agreement  with The Cactus Group LLC, a newly
formed  Colorado limited liability company, which will be engaged in real estate
development  in  Ticaboo,  Utah.  The  Agreement  was closed on August 14, 2003.

     The  Cactus  Group has purchased all of the outstanding stock of Canyon for
$3,470,000:  $349,250  has been paid in cash and the $3,120,750 balance has been
paid  with  The  Cactus Group's five year promissory note. The five year note is
secured  with  all  the assets of The Cactus Group and Canyon (and is personally
guaranteed  by  the  six  principals  of  The Cactus Group). The note is payable
monthly  (with annual interest at 7.5%) with a $2,940,581 balloon payment due in
August  2008.

     Canyon's  properties in Ticaboo are located near Lake Powell, and include a
motel,  restaurant  and lounge, convenience store, recreational boat storage and
service  facility,  and  improved  residential  and  mobile  home  lots.


FORWARD  LOOKING  STATEMENTS

     This  Report  on  Form 8-K includes "forward-looking statements" within the
meaning  of  Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act").  All  statements  other  than  statements  of  historical fact
included  in  this Report, are forward-looking statements. In addition, whenever
words  like  "expect,"  "anticipate"  or  "believe"  are  used,  we  are  making
forward-looking  statements.






                                   SIGNATURES

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


                                             U.S.  ENERGY  CORP.



Dated:  August  15,  2003               By:  /s/  Robert  Scott  Lorimer
                                             -----------------------------------
                                             ROBERT  SCOTT  LORIMER
                                             Chief  Financial  Officer/Treasurer