U. S. ENERGY CORP.
                                  STOCK WARRANT

     This  Stock Warrant is made in Riverton, WY this 17th day of March, 2003 by
and  between  U.  S. Energy Corp. (herein referred to as the "Company" or "USE")
and  CCRI Corporation (hereinafter referred to as the "Consultant").  This Stock
Warrant  is  issued  in connection with the Consulting Agreement between USE and
the  Consultant,  dated April 17, 2003.  Jason Wayne Assad of 6585 Sterling Dr.,
Suwanee, GA  30024, who is an assignee of Warrants issued pursuant to this Stock
Warrant  agrees  to those provisions of the Consulting Agreement, which apply to
Warrants.

1.     The  Company  hereby  grants  Jason  Wayne Assad a Warrant to purchase an
aggregate  of  12,500 shares of the common stock of the Company, $0.01 par value
(hereinafter  referred to as the "Shares") $3.75/share for 36 months expiring on
March  16,  2006.

2.     Exercise  of  the  Warrant  shall be covered by a piggy-back registration
right  by  the  Consultant  as  part  of  the  next  subsequent  appropriate USE
registration  of  shares with the SEC in which exercise of the Warrants could be
registered by USE.  This registration would cover resale of the shares, as well.
In  the  event  that  no  filing  occurs  within  the  term  of the Warrant, the
Consultant  or  its  assignee(s) shall have the right to demand that the Company
file  a  registration  statement with the SEC for exercise of the balance of the
Warrant,  or  for  the  resale  of  the Shares acquired under the Warrants.  The
Company  agrees  to  file  a  registration  statement  but  only  at a time when
financial  statements  for the recently concluded fiscal year have been audited.
The  Company and Consultant or its assignee(s) agree to each pay one half of the
federal  and  state  filing fees, Edgar filing expense, legal fees and auditor's
expenses  for  document  review.

3.     The  Consultant  or  its  assignee(s) may exercise the options under this
Warrant  as  provided  above  to all or any part of the Shares by giving written
notice  to the Company, at its principal office, specifying the number of Shares
to  which  the  exercise  shall  apply,  and  accompanied by payment of the full
purchase  price  for the Shares being purchased.  Upon compliance with the terms
of  this  Agreement,  certificate(s)  representing the Shares purchased shall be
issued  as soon as practicable after notice of exercise is given to the Company.

4.     The  Consultant  or  its  assignee(s)  hereby represents that the Warrant
granted hereunder and the Shares purchased by it pursuant to the exercise of all
or  any part of the Warrant are and will be acquired for investment and not with
a  view  to  the distribution thereof.  The Warrant is granted by the Company in
reliance  upon this representation.  Upon the exercise of the options under this
Warrant,  Consultant  or its assignee(s) shall not thereafter transfer, encumber
or  dispose  of  the  Shares  so  purchased unless: (a) a registration statement
covering  issuance  of  such  Shares  on  exercise  of the Warrants is filed and
becomes  effective  pursuant  to  the  Securities  Act  of 1933, as amended, and
applicable  state  law,  or  if previously exercised, the registration statement
covers resale of the shares; or (b) an opinion letter of the Warrantee's counsel
is  obtained, satisfactory to the Company and its counsel, that such transfer is
not  in  violation  of  any  applicable  federal  or  state  securities  laws or
regulations.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  its duly authorized officer and to be sealed with its corporate
seal,  attested by its secretary, and Consultant or its assignee(s) has executed
this Agreement with the intent to be legally bound as of the date written below.

                                       U.  S.  ENERGY  CORP.


Attest:                                By:
       ---------------------------         -------------------------------------
       Daniel  P.  Svilar,                   Keith  G.  Larsen,
       Secretary                             President

                                       CONSULTANT'S  ASSIGNEE:


Dated:
      ----------------------------         -------------------------------------
                                           Jason  Wayne  Assad