exhibi4_1.htm

 

    
      

    

     

     

    EXHIBIT
4.1

      RESTATED

      ARTICLES
OF INCORPORATION

      OF

      U.S
ENERGY CORP.

      AS
AMENDED

      


      


      Pursuant
to the provisions of Section 17-16-202 of the Wyoming Business Corporation Act
and a Resolution adopted by its Board of Directors, U.S. Energy Corp. hereby
adopts the following Restated Articles of Incorporation, which sets forth all of
the operative provisions of the Articles of Incorporation and supersedes the
original Articles of Incorporation, all Restated Articles of Incorporation and
all amendments thereto.

      


      


      ARTICLE  I

      


      Name

      


      The name
of the Corporation shall be U.S. ENERGY CORP.

      


      


      ARTICLE  II

      


      Duration

      


      The
period of duration of the Corporation shall be perpetual.

      


      


      ARTICLE  III

      


      Objects, Purposes and
Powers

      


      The
purposes for which the Corporation is organized are to engage in any activity or
business not in conflict with the laws of the State of Wyoming or of the United
States and, without limiting the generality of the foregoing,
specifically:

      


      
        	
                 
      

              	
                1.

              	
                To
      engage in exploring, prospecting, drilling for, developing, mining,
      extracting, producing, milling, refining, and otherwise processing for its
      own account and for the account of others any and every type of mineral
      substance of whatever nature, including but not limited to oil, gas, and
      other hydrocarbon substances, base and precious metals, and fissionable
      materials.

              


      

      


      
        	
                 
      

              	
                2.

              	
                To
      market any and all mineral substances, including all hydrocarbon
      substances, before or after
refinement.

              


      

       

       

       

      
        
           

        

        
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                3.

              	
                To
      manufacture, buy, sell, and generally deal in any article, product, or
      commodity produced as the result of or through the use of any inventions,
      devices, processes, discoveries, formulae, improvements, and/or
      modifications of any thereof, or any articles, products, commodities,
      supplies, and materials used or suitable to be used in connection
      therewith or in any manner applicable or incidental thereto:  to
      grant licenses, sub-licenses rights, interests, and/or privileges in
      respect of any of the foregoing; to supervise or otherwise exercise such
      control over its licensees or grantees and the business conducted by them,
      as may be agreed upon in its contracts or agreements with such licensees
      or grantees, for the protection of its rights and interests therein; and
      to secure to it the payment of agreed royalties or other
      considerations.

              


      

      


      
        	
                 
      

              	
                4.

              	
                To
      form, promote, and assist, financially or otherwise, corporations,
      syndicates, partnerships, companies, and associations of all kinds; to
      give any lawful guarantee in connection therewith or otherwise for the
      payment of money or for the performance of any obligations or
      undertakings; and to achieve the purposes and exercise the power specified
      herein, either directly or through subsidiary corporations, syndicates,
      partnerships, companies, or other
associations.

              


      

      


      
        	
                 
      

              	
                5.

              	
                To
      acquire, own, hold, develop, maintain, operate, manage, lease, sell,
      exchange, convey, mortgage, dispose of, and otherwise deal in property of
      every nature and description, both real and personal, whether situated in
      the United States or elsewhere, so far as permissible by law; to pay for
      the same in cash, the stock of this Corporation, bonds, or otherwise; to
      hold, exploit, and develop or in any manner to dispose of or assign the
      whole or any part of the property so purchased; and to produce, refine,
      and market any and all minerals or other products from any such
      operations.

              


      

      


      
        	
                 
      

              	
                6.

              	
                To
      advance or negotiate the advance of money or interest on securities or
      otherwise; to lend money or negotiate loans; to draw, accept, endorse,
      discount, buy, sell, and deliver bills of exchange, promissory notes,
      bonds, debentures, coupons, and other negotiable instruments and
      securities; and to issue on commission, subscribe for, take, acquire, and
      hold, sell exchange, and deal in shares, stock, bonds, obligations, and
      securities of any government or authority or
  company.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Generally,
      to carry on and undertake any business, undertaking, transaction, or
      operation commonly carried on or undertaken by promoters and financiers;
      and to engage in any other business which may seem to the Corporation
      capable of being conveniently carried on in connection with the above or
      calculated, directly or indirectly, to enhance the value of or render
      profitable any of the Corporation’s activities or
  business.

              


      

      



      
        
          
             

          

           


        

        
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                8.

              	
                To
      have one or more offices to carry on all or any of its business and,
      without restrictions or limits, to purchase or otherwise acquire, and to
      own, hold, maintain, work, develop, sell, trade, exchange, convey,
      mortgage, lease, or otherwise dispose of, without limit as to amount, and
      in any part of the world, any property, real, personal, or mixed, and any
      interests and rights, in whole or in part,
  therein.

              


      

      


      
        	
                 
      

              	
                9.

              	
                To
      apply for, obtain, register, lease, purchase, or otherwise acquire, hold,
      use, sell, trade, exchange, assign, mortgage, or otherwise dispose of
      trademarks, copyrights, inventions, trade names, formulae, secret
      processes, and all improvements and processes used in connection with or
      secured under letters patent of the United States or of other countries or
      otherwise, and to grant licenses in respect thereto, and otherwise turn
      the same to account.

              


      

      


      
        	
                 
      

              	
                10.

              	
                To
      contract with the United States, or any agency thereof, or any of the
      states or political subdivisions thereof, or with any persons in
      authority, municipalities, boards, bureaus, or departments, or any
      political subdivisions of any state of the United States or colonies or
      territories thereof, or any foreign countries, or any political
      subdivisions thereof, and all corporations, firms, associations, and
      individuals in relation to or in connection with any of the objects,
      purposes, or business of the
Corporation.

              


      

      


      
        	
                 
      

              	
                11.

              	
                To
      act as a dealer for the sale of its own stocks and bonds and to execute
      all instruments incident to the above; to enter into underwriting
      agreements for the sale of its stocks and bonds or other securities; and
      to make and enter into options for the sale of its stock upon such terms
      and conditions as are permitted by the laws of the State of Wyoming and
      the United States.

              


      

      


      
        	
                 
      

              	
                12.

              	
                To
      indemnify officers, directors, and employees against harm or loss
      resulting from their actions in their capacities as
  such.

              


      

      


      
        	
                 
      

              	
                13.

              	
                To
      purchase or otherwise acquire and to hold, mortgage, pledge, sell,
      exchanges, or otherwise dispose of securities (which term includes,
      without limitation of the generality thereof, any shares of stock, bonds
      debentures, notes, mortgages, or other obligations, and any
      certifications, receipts, or other instruments representing rights to
      receive, purchase, or subscribe for the same, or representing any other
      rights or interests therein or in any property or assets) created or
      issued by such persons, firms, associations, corporations, or governments
      or subdivisions thereof; to make payment therefore in any lawful manner;
      and to exercise, as owner or holder of any securities, any and all rights,
      powers, and privileges in respect
thereof.

              


      

      


      
        	
                 
      

              	
                14.

              	
                To
      lend its uninvested fund s from time to time to such extent to such
      persons, firms, associations, corporations, governments, or subdivisions
      thereof, and on such terms and on such security, if any, as the Board of
      Directors of the Corporation, may
determine.

              


      

      



      
        
          
             

          

           


        

        
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                15.

              	
                To
      endorse or guarantee the payment of principal, interest, or dividends
      upon, and to guarantee the performance, of, sinking-fund or other
      obligations of any securities, and to guaranteed in any way permitted by
      law the performance of any of the contracts or other undertaking in which
      the Corporation may otherwise be or become interested, of any persons,
      firms, associations, corporation, government or subdivision thereof, or of
      any other combination, organization, or entity
  whatsoever.

              


      

      


      
        	
                 
      

              	
                16.

              	
                To
      conduct is business in Wyoming, other states, the District of Columbia,
      the territories and colonies of the United States, and foreign countries
      and territories and colonies thereof; to have one or more officers outside
      of this state; and to acquire, purchase, hold, mortgage, pledge, assign,
      transfer, and convey real and personal property out of
      Wyoming.

              


      

      


      
        	
                 
      

              	
                17.

              	
                In
      furtherance of and not in limitation of the powers conferred by the laws
      of the State of Wyoming, the Board of Directors is expressly authorized
      without the assent or the vote of the stockholders to issue bonds,
      debentures, or other obligations of the Corporation, secured or unsecured,
      from time to time, for any of the objects or purposes of the Corporation
      and to include therein such provisions as the redeemability,
      convertibility into stock, or otherwise, and to sell or to otherwise
      dispose of any or all of them, all in such manner and upon such terms as
      the Board of Directors may deem property and as shall be fixed and stated
      in a resolution or resolutions adopted by the Board of
      Directors.

              


      

      


      
        	
                 
      

              	
                18.

              	
                To
      such extent as a corporation organized under the laws of the State of
      Wyoming may now or thereafter lawfully do, to do, either as principal or
      agent and either alone or in connection with other corporations, firms or
      individuals, all and everything necessary, suitable, convenient, or proper
      for, in connection with, or incident to the accomplishment of any of the
      purposes or the attainment of any one or more of the object herein
      enumerated or designed directly or indirectly to promote the interest of
      the Corporation or to enhance the value of its properties; and, in
      general, to do any and all things and exercise any and all powers, rights,
      and privileges which a corporation may now or thereafter be organized to
      do or to exercise under the laws of the State of Wyoming or under any act
      amendatory thereof, supplemental thereto, or substituted
      therefor.

              


      

      


      
        	
                 
      

              	
                19.

              	
                To
      become a member of one or more partnerships, limited partnerships, joint
      ventures, or similar associations.

              


      

      


      The
several clauses contained in this statement of purposes shall be construed as
both purposes and powers; and the statement contained in each clause shall be in
nowise limited or restricted, by reference to or inference form the terms of any
other clause, but shall be regarded as independent purposes and
powers.  No recitation, expression, or declaration of specific
purposes or special powers herein enumerated shall be deemed to be exclusive;
but it is hereby expressly declared that all other lawful powers not
inconsistent herewith are hereby included.

      



      
        
          
             

          

           


        

        
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      ARTICLE  IV

      


      Capital
Stock

      


      The total
number of shares of each class of capital stock which the corporation shall have
to authority to issue shall be divided into two classes as follows:

      


      100,000 shares of preferred stock with
a par value of $.01 per share, and

      


      
        	
                 
      

              	
                An
      unlimited number of shares of common stock with a par value of $.01 per
      share.

              


      

      


      Any stock
of the Corporation may be issued for money, property, services rendered, labor
done, cash advances to the Corporation or for any other assets of value in
accordance with the action of the Board of Directors whose judgment as to value
received in return therefor shall be conclusive and said stock when issued shall
be fully paid and nonassessable.

      


      The
preferred stock shall be classified, divided and issued in
series.  Each series of preferred stock may be issued as determined
from time to time by the Board of Directors and stated in the resolution or
resolutions providing for the issuance of such stock adopted by the Board of
Directors pursuant to authority vested in it.  Each series is to be
appropriately designated prior to the issue of any shares thereof by some
distinguishable letter, number or title.  All shares of preferred
stock shall be of equal rank and have the same powers, preferences and rights,
and shall be subject to the same qualifications, limitation and restrictions,
without distinction between the shares of different series thereof, except in
regard to the following particulars, which may be different in different
series:

      


      1.      The
rate of Dividends.

      2.      The
price at the terms and conditions on which shares may be redeemed.

      
        	
                 
      

              	
                3.

              	
                The
      amount payable upon shares in the event of voluntary or involuntary
      liquidation.

              


      

      
        	
                 
      

              	
                4.

              	
                Sinking
      fund provisions for the redemption or purchaser of
  shares.

              


      

      
        	
                 
      

              	
                5.

              	
                The
      terms and conditions on which shares may be converted if the shares of any
      series are issued with the privilege of
  conversion.

              


      

      
        	
                 
      

              	
                6.

              	
                Voting
      rights, if any.

              


      

      


      The Board
of Directors may, from time to time, increase the number of shares of any series
of preferred stock already created by providing that any unissued shares of
preferred stock shall constitute part of such series, or may decrease (but not
below the number of shares thereof then outstanding) the number of shares of any
series of any preferred stock already created providing that any unissued shares
previously assigned to such series shall no longer constitute a part
thereof.  The Board of Directors is hereby empowered to classify or
reclassify any unissued preferred stock by fixing or altering the terms thereof
in respect to the above-mentioned particulars and by assigning the same to an
existing or newly-created series from time to time before the issuance of such
stock.

       

       

       

      
        
           

        

        
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      There is
established the series P Preferred Stock.  The number of shares in the
series, its designation thereof, and the rights, preferences, privileges and
restrictions of the shares of such series, all are fixed and established as
follow:

      


      I.           Designation
and Amount

      


      The
series is designated the "Series P Preferred Stock."  The number of
shares constituting the Series P Preferred Stock is fifty thousand
(50,000).  Such number of shares may be increased or decreased by
resolution of the board of directors, but no decrease shall reduce the number of
shares of Series P Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of
any outstanding securities issued by the Corporation convertible into Series P
Preferred Stock.

      


      II.           Dividends
and Distributions

      


      (A)           Subject
to the rights of the holders of any shares of any series of Preferred Stock (or
any similar stock) ranking prior and superior to the Series P Preferred Stock
with respect to dividends, the holders of shares of Series P Preferred Stock, in
preference to the holders of Common Stock of the Corporation, shall be entitled
to receive, when, as and if declared by the board of directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
first day of March, June, September and December in each year (a "Quarterly
Dividend Payment Date"), starting on the first Quarterly Dividend Payment Date
after the first issuance of a share of Series P Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for  adjustment hereinafter set forth, 1,000
times the aggregate per share amount of all cash dividends, and 1,000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share of Series P Preferred
Stock.  If the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount to which holders of shares of Series P Preferred
Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.

      



      
        
          
             

          

           


        

        
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      (B)           The
Corporation shall declare a dividend or distribution on the Series P Preferred
Stock as provided in paragraph (A) of this Section immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock);  PROVIDED that, if no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $1.00 per share on the Series P Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

      


      (C)           Dividends
shall begin to accrue and be cumulative on outstanding shares of Series P
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
P Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series P Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding.  The board of directors may fix a record date for the
determination of holders of shares of Series P Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.

      


      III.           Voting
Rights

      


      The
holders of shares of Series P Preferred Stock shall have the following voting
rights:

      


      (A)           Subject
to the provision for adjustment hereinafter set forth, each share of Series P
Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters
submitted to a vote of the stockholders of the Corporation.

      


      (B)           Except
as otherwise provided herein, or in any other resolutions of the board of
directors creating a series of Preferred Stock or any similar stock, or by law,
the holders of shares of Series P Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

      


      (C)           Except
as set forth herein, in the Corporation's articles of incorporation or as
otherwise provided by law, holders of Series P Preferred Stock shall have no
voting rights.

      



      
        
          
             

          

           


        

        
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      IV.           Certain
Restrictions

      


      (A)           Whenever
quarterly dividends or other dividends or distributions payable on the Series P
Preferred Stock as provided in Section II are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series P Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

      


      (i)      declare
or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series P  Preferred Stock;

      


      (ii)       
declare or pay dividends, or make any other distributions, on any shares of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series P Preferred Stock, except dividends
paid ratably on the Series P Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

      


      (iii)         redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series P Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such stock in exchange for
shares of any stock of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series P Preferred Stock;
or

      


      (iv)         redeem
or purchase or otherwise acquire for consideration any shares of Series P
Preferred Stock, or any shares of stock ranking on a parity with the Series P
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the board of directors) to all holders of such
shares upon such terms as the board of directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or
classes.

      


      (B)           The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could, under paragraph (A) of this Section IV purchase or
otherwise acquire such shares at such time and in such manner.

      


      V.           Reacquired
Shares

       

      Any
shares of Series P Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.  All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the articles of incorporation, any
other Certificate of Designations creating a series of Preferred Stock or any
similar stock or as otherwise required by law.

       

      
 

      
        
           

        

        
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      VI.           Liquidation,
Dissolution, or Winding Up

      


      Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series P
Preferred Stock unless, prior thereto, the holders of shares of Series P
Preferred Stock shall have received $1,000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series P
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series P Preferred Stock, except distri-butions made ratably on the Series P
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. If the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series P
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

      


      VII.                      Consolidation,
Merger, Etc.

      


      In case
the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each share of Series P Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged.  If the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series P Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

      



      
        
          
             

          

           


        

        
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      VIII.           Redemption

      


      The
shares of Series P Preferred Stock shall not be redeemable.

      


      IX.           Rank

      


      The
Series P Preferred Stock shall rank, with respect to the payment of dividends
and the distribution of assets, junior to all series of any other class of the
Corporation's Preferred Stock.

      


      X.           Amendment

      


      The
articles of incorporation of the Corporation shall not be amended in any manner
which would alter or change the powers, preferences or special rights of the
Series P Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series P
Preferred Stock, voting together as a single class.

      


      Dividends
shall be payable upon the preferred or common stock at the discretion of the
Board of Directors of the Corporation at such times and in such amounts as it
deems advisable, subject, however, to the provisions of any applicable law;
provided further however, that any dividends which may be declared by the Board
of Directors of the Corporation shall be paid in cash or property only out of
the unreserved and unrestricted earned surplus of the Corporation, except as
otherwise provided by the applicable laws of the State of Wyoming and except
that the Board of Directors of the Corporation , from time to time, may
distribute to its shareholders in partial liquidation, out of capital surplus of
the Corporation, a portion of its assets, in cash or property, subject to the
following provisions:

      


      
        	
                 
      

              	
                1.

              	
                No
      such distribution shall be made at a time when the corporation is
      insolvent or when such distribution would render the Corporation
      insolvent; and

              


      

      


      
        	
                 
      

              	
                2.

              	
                Each
      such distribution when made shall be identified as a distribution in
      partial liquidation and the amount per share disclosed to the shareholders
      receiving the same concurrently with the distribution
    thereof.

              


      

      


      Each
outstanding share of common stock, $.01 par value, shall be entitled to one vote
at shareholders’ meetings, either by person or by proxy.

      


      In all
elections for directors, every holder of the common stock shall have the right
to vote in person, by proxy or by voting trustee under any voting trust, the
number of shares of stock owned by him for as many persons as there are
directors to be elected, or to cumulate such shares and to give one candidate as
many votes as shall be equal to the number of directors multiplied by the number
of his shares of stock or to distribute them on the same principle among as many
candidates as he shall think fit; and directors shall not be elected in any
other manner.  Holders of preferred stock shall have such voting
rights as are established by the Board of Directors in accordance with the terms
hereof.

       

       

      
        
           

        

        
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      No holder
of shares of common or preferred stock or any other securities which the
Corporation may now or hereafter be authorized to issue shall be entitled to any
preemptive or preferential right to subscribe to any unissued common or
preferred stock or any other securities which the Corporation may now or
hereafter be authorized to issue.  The Board of Directors of the
Corporation, however, in its discretion by resolution, may determine that any
unissued securities of the Corporation shall be offered for subscription solely
to the holders of its common or preferred stock or solely to the holders of any
class or classed of such stock, which the corporation may now or hereafter be
authorized to issue, in such proportions based on stock ownership as the Board
of Directors in its discretion may determine.

      


      The Board
of Directors may restrict the transfer of any of the Corporation’s common or
preferred stock or any other securities which the Corporation may now or
hereafter authorize to issue by giving the Corporation or any shareholder “first
right of refusal to purchase” the stock, by making the stock redeemable or by
restricting the transfer of the stock under such terms and in such manner as the
directors may deem necessary and as are not inconsistent with the laws of the
State of Wyoming.  Any stock so restricted must carry a conspicuous
legend noting the restriction and the place where such restriction may be found
in the records of the Corporation.

      


      


      ARTICLE  V

      


      Place of
Business

      


      The
address of the Corporation’s principal office is 877 North 8th
West, Riverton, WY.  The agent for service of process at that address
will be Keith G. Larsen.

      


      


      ARTICLE  VI

      


      Directors

      


      The
affairs of the Corporation shall be governed by a Board of Directors of not less
than three (3) nor more than seven (7) directors who shall be elected in
accordance with the By-Laws of the Corporation and the statutes of the State of
Wyoming now or hereafter in effect.  The number of directors shall be
increased to decreased in accordance with the By-Laws of the Corporation and the
laws of the State of Wyoming as now or hereafter in effect.

      


      Directors
of the Corporation need not be residents of the State of Wyoming and need not
own shares of the Corporation’s stock.

      



      
        
          
             

          

           


        

        
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      Meetings
of the Board of Directors, regular or special, may be held within or without the
State of Wyoming upon such notice as may be prescribed by the By-Laws of the
Corporation.  Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends such meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.  Neither the business
to be transacted at nor the purpose of any regular or special meeting of the
Board of Directors needs to be specified in the notice of waiver of notice of
any such meeting unless the By-Laws of the Corporation otherwise
require.

      


      A
majority of the number of directors at any time constituting the Board of
Directors shall constitute a quorum for the transaction of business; and the
action of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

      


      Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors, though less than a quorum of the
Board of Directors.  A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.  Any
directorship to be filled by reason of any increase in the number of directors
shall be filled by election at an annual meeting of shareholders of the
Corporation or a special meeting of such shareholders called for that
purpose.

      


      Pursuant
to section 17-16-808(a) of the Wyoming Business Corporation Act, a director of
the Company shall be removed by the shareholders only for cause.

      


      The Board
of Directors shall have the power to designate, by resolution passed by a
majority of the whole board, not less than two (2) of its members to constitute
an Executive Committee which, to the extent provided in said resolution or in
the By-Laws of the Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business, affairs, and property of
the Corporation during the intervals between the meetings of the directors,
including the power to authorize the seal of the Corporation to be affixed to
all papers that may require it; and when the seal has been so affixed pursuant
to such authority, it shall be deemed to have been affixed by order of the Board
of Directors.

      


      The Board
of Director of the Corporation may, from time to time, distribute to its
shareholders in partial liquidation, out of capital surplus of the Corporation,
a portion of its assets, in cash or property, subject to the following
provisions:

      


      
        	
                 
      

              	
                1.

              	
                No
      such distribution shall be made at a time when the Corporation is
      insolvent or when such distribution would render the Corporation
      insolvent.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Each
      such distribution, when made, shall be identified as a distribution in
      partial liquidation and the amount per share disclosed to the shareholders
      receiving the same concurrently with the distribution
    thereof.

              


      

      



      
        
          
             

          

           


        

        
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      ARTICLE  VII

      


      By-Laws

      


      The
By-Laws of the Corporation shall be adopted by its Board of
Directors.  The power to alter, amend, or repeal the By-Laws, or to
adopt new By-Laws, shall be vested in the Board of Directors, except as may
otherwise be specifically provided in the By-Laws.

      


      


      ARTICLE  VIII

      


      Transactions with Directors
and other Interested Parties

      


      No
contract or other transaction between the Corporation and any other corporation,
whether or not a majority of the shares of the capital stock of such other
corporation is owned by this Corporation, and no act of this Corporation shall
in any way be affected or invalidated by the fact that any of the directors of
this Corporation are pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation.  Any director of this
Corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract or transaction of the Corporation; provided, however, that the fact
that he or such firm is so interested shall be disclosed or shall have been
known to the Board of Directors of this Corporation or a majority thereof; and
any director of this Corporation who is also a director or officer of such other
corporation, or who is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of this
Corporation that shall authorize such a contract or transaction and may vote
there at to authorize such contract or transaction with like force and effect as
if he were not such director or officer of such other corporation or not so
interested.

      


      


      ARTICLE  IX

      


      Section  1.                           Upon
the adoption of this provision to the Articles of Incorporation, the Board of
Directors shall be divided into three classes, as equal in number as the total
number of members of the Board of Directors provided in the By-Laws
permits.  The Board of Directors shall be separated into three classes
which shall be denominated as Class one, Class Two and Class Three.

      



      
        
          
             

          

           


        

        
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      Section  2.                           In
the voting upon the election of members of the Corporation’s Board of Directors
which first occurs after the filing of an amendment to the Corporation’s
Articles of Incorporation containing these provisions for a classified Board of
Directors, the persons nominated as Class One directors shall be elected to hold
office for a term expiring at the third succeeding annual meeting and until
their successors have been duly elected or appointed and qualified or until
death, resignation or removal.  Persons nominated for election as
Class Two directors shall be elected to hold office for a term expiring at the
second succeeding annual meeting and until their successors have been duly
elected or appointed and qualified or until death, resignation or
removal.  Persons nominated for election as Class Three directors
shall be elected to hold office for a term expiring at the next succeeding
annual meeting and until their successors have been duly elected or until death,
resignation or removal.  At all meetings thereafter, directors then
being elected shall be elected to hold office for a term expiring at the third
succeeding annual meeting and until their successors have been duly elected or
appointed and qualified or until death, resignation or removal, except for
directors being elected solely by a series of preferred stock, if the resolution
defining the rights of such series specifically state that the directors being
elected by the holders of that series of preferred stock shall be elected to
serve only until the next annual meeting of shareholders  and until
their successors have been duly elected or until death, resignation or
removal.  Any vacancies in the Board of Directors for any reason and
any newly created directorships resulting from any increase in the number of
created directorships resulting from any increase in the number of directors may
be filled by the Board of Directors acting by a majority of the directors then
in office, although less than a quorum, and any directors so chosen shall hold
office until the next election of the class for which such directors shall have
been chosen and until their successors shall be elected or appointed and
qualified or until death, resignation or removal.  No decrease in the
number of directors shall shorten the term of any incumbent
director.

      


      Section  3.                           Notwithstanding
any other provision of these Articles of Incorporation or the By-Laws of the
Corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, these Articles of Incorporation or the By-Laws of the
Corporation), the affirmative vote of the holders of 75% of the total votes of
the shares entitled to vote generally in the election of directors (considered
for this purpose as one class) shall be require to amend, alter, change or
repeal this Article IX of the Articles of Incorporation.

      



      
        
          
             

          

           


        

        
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      ARTICLE  X

      


      No
Director shall be personally liable to the Corporation or any shareholder for
monetary damages for breach of fiduciary duty as a director, except for any
matter in respect of which such director shall be liable under Section 17-16-833
of the Wyoming Statutes, or any amendment thereto or successor provision
thereto, and except for any matter in respect of which such director shall be
liable by reason that he (i) has breached his duty of loyalty to the corporation
of its shareholders, (ii) has not acted in good faith or, in failing to act, has
not acted in good faith, (iii) has acted in a manner involving intentional
misconduct or a knowing violation of law, in failing to act, as acted in a
manner involving intentional misconduct or a knowing violation of law, or (iv)
has derived an improper personal benefit.  Neither the amendment nor
repeal of this Article X, nor the adoption of any provision of the Articles of
Incorporation inconsistent with the Article X, shall eliminate or reduce the
effect of this Article X in respect of any matter occurring or any cause of
action, suit in respect of any matter occurring, or any cause of action, suit or
claim that, but the this Article X would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent provision.

      


      


      ARTICLE  XI

      


      Voting of Company Securities
Held By Majority-Owned Subsidiaries

      


      Notwithstanding
Wyoming Statues Section 17-16-721(b) or any successor provision, shares of a
voting class of the Corporation’s stock that are owned by a subsidiary of the
Corporation may be voted even though the Corporation holds a majority of the
shares entitled to vote for the directors of the subsidiary holding such shares;
provided, however, that the voting rights held by any single such
majority-controlled subsidiary with respect to a class of voting stock shall be
limited to 40% of the total outstanding shares of that class.

      


      Executed
in duplicate original this 13th day
of October, 2009.

      


      U.S.
ENERGY CORP.

      


      By  /s/ 
Keith G. Larsen

      Keith G.
Larsen,

      CEO &
Chairman

      


      ATTEST:

      


      


      /s/
Steven R. Youngbauer


      Steven R.
Youngbauer,

      Secretary

      



      
        
          
             

          

           


        

        
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      STATE OF
WYOMING                              )

      )  ss.

      COUNTY OF
FREMONT                            )

      


      The foregoing was subscribed and sworn
to before me by Keith G. Larsen, CEO & Chairman of U.S. Energy Corp. this
13th day of October, 2009.

      


      WITNESS my hand and official
seal.

      


      


      


      


      __________________________________________
NOTARY
PUBLIC

      


      



      
        
          
             

          

           


        

        
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