EXHIBIT 4.24

                             U. S. ENERGY CORP.

                           STOCK OPTION AGREEMENT


This stock option agreement is made by and between U. S. ENERGY CORP.
(herein referred to as the "Company") and ROBERT A. NICHOLAS (hereinafter
referred to as the "Optionee").

1.   The Company hereby grants to the Optionee an option to purchase an
     aggregate of 18,000 shares of the common stock of the Company, $0.01
     par value (hereinafter referred to as the "Shares") at an option price
     of $3.00 per share. The Shares shall become available for exercise
     FEBRUARY 3, 2003.

2.   This option, to the extent not exercised, shall expire on FEBRUARY 2,
     2004, or earlier upon the death of the Optionee.

3.   The Optionee may exercise this option at any time, or from time to
     time, as 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. Optionee shall
     also execute an investment representation statement in a form approved
     by the board of directors of the company prior to issuance of share
     certificates. Upon compliance with the terms of this Agreement,
     certicate(s) representing the Shares purchased shall be issued as soon
     as practicable after notice of exercise is given to the Company.

4.   This option is not transferable by the Optionee and is exercisable
     only by him.

5.   In the event of Optionee's death prior to the complete exercise of the
     option, any remaining portion of the option may be exercised in whole
     or in part after the date of the Optionee's death, but only by the
     Optionee's estate or by or on behalf of the person(s) to whom the
     Optionee's rights pass under his will or the laws of descent and
     distribution. To the extent not exercised, the option shall terminate
     sixty (60) days after Optionee's death. If the Optionee is not a
     natural person, to the extent not exercised, the option shall
     terminate immediately upon Optionee's dissolution, liquidation or
     legal termination.

6.   The Optionee hereby represents that the option granted hereunder and the
     Shares purchased by him pursuant to the exercise of all or any part of the
     option are and will be acquired by him for investment and not with a view
     to the distribution thereof. The option is granted by the Company in
     reliance upon this representation. Upon the exercise of the option,
     Optionee shall not thereafter transfer, encumber or dispose of the Shares
     so purchased unless: (a) an effective registration statement covering such
     Shares is filed pursuant to the Securities Act of 1933, as amended, and
     applicable state law; or (b) an opinion letter of the Optionee'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.


<PAGE>


Stock Option Agreement
Robert A. Nicholas
Page 2



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


                                            U. S. ENERGY CORP.



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


                                            OPTIONEE:



Dated:            2/11/03                     /s/  Robert A. Nicholas
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