EXHIBIT 4.6

             VOID AFTER 3:30 P.M., MOUNTAIN TIME, ON _______________
  [SUBJECT TO EARLIER EXPIRATION - SEE "ACCELERATION OF EXPIRATION DATE" BELOW]

                  INVESTOR'S WARRANTS TO PURCHASE COMMON SHARES

                                U.S. ENERGY CORP.

     This is to Certify That, FOR VALUE RECEIVED, _______________ ("Holder"), is
entitled to purchase, subject to the provisions of this Warrant, from U.S.
ENERGY CORP., a Wyoming corporation (the "Company" or "we"), at any time until
3:30 P.M., Mountain Time, on _______________, 2004 ("Expiration Date" unless
"Accelerated Expiration Date" applies under section (a)(2)) __________ shares of
the Common Stock of the Company ("Common Shares") at a purchase price per share
of $4.00 during the period that this Warrant is exercisable. The number of
Common Shares to be received upon the exercise of this Warrant and the price to
be paid for a Common Share may be adjusted from time to time as hereinafter set
forth. The purchase price of a Common Share in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the "Exercise
Price." This Warrant is one of a series of warrants identical in form issued by
the Company to purchase Common Shares of the Company; "Warrants" used herein
means all such warrants (including this Warrant). The Common Shares underlying
the Warrants are sometimes referred to as "Warrant Shares" and include all
Common Shares that have been issued upon the exercise of the Warrants and all
unissued Common Shares underlying the Warrants.

     (A)  EXERCISE OF WARRANT.

          (1) SURRENDER AND PAYMENT. This Warrant may be exercised in whole or
in part at any time or from time to time until the Expiration Date or if the
Expiration Date is a day on which banking institutions are authorized by law to
close, then on the next succeeding day which shall not be such a day, by
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, with the Purchase Form annexed hereto duly executed and
accompanied by cash payment or wire transfer of the Exercise Price for the
number of shares specified in such Form, together with all federal and state
taxes applicable upon such exercise. Cashless exercise is not permitted.

          (2) ACCELERATION OF EXPIRATION DATE. The Holder and the Company agree
that if at any time after the original issue date of this Warrant until the
Expiration Date, the average closing price of the Company's common stock over
any period of five consecutive trading days equals or is more than $8.00 per
share (the calendar day after the fifth trading day is the "start date"), then
this Warrant shall be exercisable for 30 calendar days at the Exercise Price. At
3:30 pm Mountain Time on the thirtieth calendar day after the start date, this
Warrant shall expire (such expiration date will be the "Accelerated Expiration
Date"). The Holder agrees that the Holder shall have sole responsibility for
monitoring the Company's stock price for such purposes, and that the Company
shall have no responsibility to notify the Holder of stock prices at any time
during the life of this Warrant.


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     Such Accelerated Expiration Date has the meaning and effect herein set
forth; acceleration of Expiration Date for purposes of subparagraph (2) below
has the meaning and effect therein set forth.

          (3) MERGER; REORGANIZATION. The Company agrees not to merge,
reorganize or take any action that would terminate this Warrant unless
provisions are made as part of a Reorganization Action (as defined below) which
would provide the holders of this Warrant with an equivalent of this Warrant as
specified in Section (h); provided, however, that if reasonably required by the
other party or parties to such Reorganization Action, the Company may accelerate
the Expiration Date to a date prior to such merger, reorganization or other
action, but only if the Company shall give the Holder written notice of such
acceleration at least 30 days prior to such accelerated Expiration Date. A
"Reorganization Action" means the closing of a merger or consolidation of the
Company with or into another entity in which the Company is not the surviving
entity, or a merger (including a reverse triangular merger) in which the Company
is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into cash, securities or other property.

          (4) TENDER; PARTIAL EXERCISE. The Company agrees to provide notice to
the Holder that any tender offer is being made for the Company's Common Shares
no later than three business days after the day the Company becomes aware that
any tender offer is being made for outstanding Common Shares of the Company. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing
the right of the Holder to purchase the balance of the Common Shares purchasable
hereunder. Upon receipt by the Company of this Warrant at the office of the
Company or at the office of the Company's stock transfer agent, in proper form
for exercise and accompanied by the Exercise Price, the Holder shall be deemed
to be the holder of record of the Common Shares issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such Common Shares shall not then be
actually delivered to the Holder.

     (B) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of Common Shares as shall be required for issuance or
delivery upon exercise of this Warrant.

     (C) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Common Share called for upon any exercise hereof,
the Company shall, upon receipt by the Company or the Company's stock transfer
agent of the Exercise Price on such fractional share, pay to the Holder an
amount in cash equal to such fraction multiplied by the current market value of
such fractional share, determined as follows:

          (1) If the Common Shares are listed on a national securities exchange,
     are admitted to unlisted trading privileges on such an exchange, or are
     listed for trading on a trading system of the National Association of
     Securities Dealers, Inc. ("NASD") such as Regular NASDAQ ("NASDAQ") or
     NASDAQ/NMS ("NMS"), then the current value shall

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     be the last reported sale price of the Common Shares on such an exchange or
     system on the last business day prior to the date of exercise of this
     Wan-ant or if no such sale is made on such day, the average of the closing
     bid prices for the Common Shares for such day on such exchange or such
     system shall be used; or

          (2) If the Common Shares are not so listed on such exchange or system
     or admitted to unlisted trading privileges, the current value shall be the
     average of the last reported bid prices reported by the National Quotation
     Bureau, Inc. on the last business day prior to the date of the exercise of
     this Warrant; or

          (3) If the Common Shares are not so listed or admitted to unlisted
     trading privileges and if bid and asked prices are not so reported, the
     current value shall be an amount, not less than book value, determined in
     such reasonable manner as may be prescribed by the board of directors of
     the Company.

     (D) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations entitling the Holder thereof to
purchase (under the same terms and conditions as provided by this Warrant) in
the aggregate the same number of Common Shares purchasable hereunder. This
Warrant may not be sold, transferred, assigned, or hypothecated except in
compliance with the Securities Act of 1933. Any such transfer or assignment
shall be made by surrender of this Warrant to the Company or at the office of
its stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and with funds sufficient to pay any transfer tax; whereupon the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term "Warrant" as used
herein includes any warrants issued in substitution for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date. Subject to such right of indemnification, any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

     (E) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.



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     (F)  ADJUSTMENT PROVISIONS.

          (1) ADJUSTMENTS OF THE EXERCISE PRICE. If the Company subdivides
outstanding Common Shares into a greater number of Common Shares, the Exercise
Price in effect immediately prior to such subdivision shall be proportionately
reduced. If the Company combines its outstanding Common Shares into a lesser
number of Common Shares, the Exercise Price in effect immediately prior to such
combination shall be proportionally increased. In case of a subdivision or
combination, the adjustment of the Exercise Price shall be made as of the
effective date of the applicable event. No other adjustment to Exercise Price
shall be made, for any reason.


         (2) ADJUSTMENTS OF THE NUMBER OF SHARES FOLLOWING ADJUSTMENTS OF THE
EXERCISE PRICE. Upon any adjustment of the Exercise Price, the Holder of this
Warrant shall thereafter (until another such adjustment) be entitled to
purchase, at the new Exercise Price, the number of Common Shares, calculated to
the nearest full share, obtained by multiplying the number of Common Shares
initially issuable upon exercise of this Warrant by the Exercise Price specified
in the first paragraph hereof and dividing the product so obtained by the new
Exercise Price.

     (G) NOTICES TO HOLDERS. So long as this Warrant shall be outstanding and
unexercised (i) if any capital reorganization of the Company, reclassification
of the capital stock of the Company, consolidation or merger of the Company with
or into another corporation, sale, lease or transfer of all or substantially all
of the property and assets of the Company to another corporation, or voluntary
or involuntary dissolution, liquidation or winding up of the Company shall be
effected, then, in any such case, the Company shall cause to be delivered to the
Holder, at least 10 days prior to the date specified in (x) or (y) below, as the
case may be, a notice containing a brief description of the proposed action and
stating the date on which (x) a record is to be taken for the purpose of such
dividend, distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any is to be fixed, as of which the holders of
Common Shares of record shall be entitled to exchange their Common Shares for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

     (H) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding Common
Shares of the Company (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of an issuance of
Common Shares by way of dividend or other distribution or of a subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with a subsidiary in which merger
the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding Common
Shares of the class issuable upon exercise of this Warrant), or in case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, then the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, by
causing delivery to the Holder of another warrant, or by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property which the Holder would have received upon such reclassification,
capital reorganization

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or other change, consolidation, merger, sale or conveyance had this Warrant been
exercised prior to the consummation of such transaction. These provisions shall
apply to successive Reorganization Actions. In the event the Company spins off a
subsidiary by distributing to the shareholders of the Company as a dividend or
otherwise the stock of the subsidiary, the Company shall reserve for the life of
this Warrant, shares of the subsidiary to be delivered to the Holders of the
Warrants upon exercise to the same extent as if they were owners of record of
the Warrant Shares on the record date for payment of the shares of the
subsidiary.

     (I)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1) We agree with each Holder of this Warrant that as soon as
practicable in 2002 after the issuance of this Warrant, we will prepare at our
sole expense and file with the Securities and Exchange Commission (and use our
best efforts to have the agency declare effective) a registration statement on
Form S-3 under the Securities Act of 1933 to cover resale of Common Shares upon
exercise of any of these Warrants by the Holder, and as necessary to qualify
such issuance and resale thereof under the laws of such states specified in
writing to us by the Holder in accordance with the terms of the Subscription
Agreement between the Company and the Holder. The Holder shall be solely
responsible for payment of any commissions on sale of the Common Shares. We will
keep the registration statement effective by additional filings with the
Securities and Exchange Commission for so long as this Warrant is exercisable.
All provisions of this registration covenant shall be interpreted and controlled
by the provisions of the Subscription Agreement by which this Warrant originally
is issued to the Holder.

          (2) Each Holder shall supply such information as the Company may
reasonably require from such Holders, or any underwriter for any of them, for
inclusion in such registration statement or posteffective amendment.

          (3) The Company's agreements with respect to the Warrants and Warrant
Shares in this Section will continue in effect regardless of the exercise or
surrender of this Warrant.

          (4) Any notices or certificates by the Company to the Holder and by
the Holder to the Company shall be deemed delivered if in writing and delivered.
personally or sent by certified mail, return receipt requested, to the Holder,
addressed to him at his address as set forth on the Warrant or stockholder
register of the Company, or, if the Holder has designated, by notice in writing
to the Company, any other address, to such other address, and, if to the
Company, addressed to it at 877 North 8th West, Riverton, Wyoming 82501. The
Company may change its address by written notice to Holders.

     (J)  TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. The Company may
cause the following legend, or one similar thereto, to be set forth on the
Warrants and on each certificate representing Warrant Shares or any other
security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public or sold to underwriters for distribution to the
public, unless legal counsel for the Company is of the opinion as to any such
certificate that such legend, or one similar thereto, is unnecessary:


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         "The securities represented by this certificate may not be offered for
         sale, sold or otherwise transferred except pursuant to an effective
         registration statement made under the Securities Act of 1933 (the
         "Act") and under any applicable state securities law, or pursuant to an
         exemption from registration under the Act and under any applicable
         state securities law, the availability of which is to be established to
         the satisfaction of the Company."

     (K) APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the state of Wyoming.


Dated: ____________, 2002.


                                            U.S. ENERGY CORP.



                                            By:
                                                --------------------------
                                                Keith Larsen, President


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                                  PURCHASE FORM

                                                      Dated: ___________________

     The undersigned hereby irrevocably elects to exercise the Warrant to the
extent of purchasing shares of Common Stock and hereby makes payment of $ in
payment of the exercise price.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name:___________________________________________________________________________
                  (Please typewrite or print in block letters)

Address:________________________________________________________________________

Signature:______________________________________________________________________

                                 ASSIGNMENT FORM
                                 ---------------

                                                      Dated:____________________

     FOR VALUE RECEIVED, _______________________________________________________

hereby sells, assigns and transfers unto _______________________________________

________________________________________________________________________________
               (Name: Please typewrite or print in block letters)

Address:________________________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of

_______________ shares as to which such right is exercisable and does hereby

irrevocably constitute and appoint _____________________________________________

________________________________________________________________________________

attorney, to transfer the same on the books of the Company with full power of

substitution in the premises.

                             Signature:_________________________________________


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                                 LIST OF HOLDERS


                                                    NO. OF SHARES
              NAME                               UNDERLYING WARRANTS
              ----                               -------------------

          Jeffrey J. Schmitz                            615
          Vincent N. Schmitz                          3,077
          James V. Rauh                               3,077
          Michael M. Vuocolo IRA                      3,077
          Peyton Jackson                              1,538
          P-Con Consulting                            1,538
          Donald F. Kern                              4,615
          Fiserv Securities Inc.
             C/FBO Richard Huebner IRA                1,538
          Fiserv Securities Inc.
            C/FBO Steven Bathgate IRA                 1,539
          Generation Capital Association              6,154
          Dr. Ross Krueger                            3,077
          John J. Lais III                            5,000
          James A. McCaughey                          7,692
          Eggleston's LLC                             1,538
          Jason Wayne Assad                           3,077
          William N. Anderson                         9,231
                                                     ------
                                                     56,383


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