EXHIBIT 4.8

                RESTATED U.S. ENERGY CORP. 1996 STOCK AWARD PLAN
                                       AND
              AMENDMENT TO U.S. ENERGY CORP. 1990 STOCK BONUS PLAN
                                 AUGUST 19, 1997

                                   RESOLUTION

               WHEREAS, the 14,158 common shares of U.S. Energy Corp. ("USE" or
        the "Company") authorized by the shareholders for 1997 issuance under
        the 1996 Stock Award Plan, have not been issued; and

               WHEREAS,  the intent of the Board in  authorizing  the 1996 Stock
        Award Plan was to provide an incentive  for such  officers  constituting
        management personnel to remain with the Company and Crested Corp.; and

               WHEREAS,  the board of directors deem it in the best interests of
        the Company to modify the Company's 1996 Stock Award Plan and to further
        modify the 1990 Stock Bonus Plan as amended.

               NOW,  THEREFORE,  BE IT RESOLVED,  that the 1996 Stock Award Plan
        ("Plan"),  as  originally  approved  by the  shareholders  of USE at the
        December 13, 1996 Annual  Meeting,  is hereby  modified to (i) lower the
        annual expense of the Company as reflected on its financial  statements,
        of issuing the shares, and (ii) provide an incentive for such management
        personnel to remain with the Company and Crested Corp. until retirement;
        that in  connection  therewith,  the Plan is  modified  and  restated as
        follows:

                         RESTATED 1996 STOCK AWARD PLAN

        1.     67,000  shares of Common Stock of the Company  shall be available
               each  year,  for an  aggregate  total  of  402,000  shares  being
               available  for  issue in the  name of  certain  officers  of USE.
               14,158  shares  have  already  been  approved  for  issue to five
               officers  of the  Company  for the grant year 1997 under the 1996
               Stock Award Plan (the  "Plan"),  of which 8,452  shares have been
               recorded  on the books of the  Company  as of May 31,  1997.  All
               provisions of this Restated 1996 Stock Award Plan (the  "Restated
               Plan") shall apply to all of those 14,158 shares,  as if approved
               for  original  issue  hereunder  and  that  the  Company's  stock
               transfer  agent be  instructed  and  directed to issue the 14,158
               shares to the five officers  pursuant to the Resolution  approved
               by  the  shareholders  at the  December  13,  1996  shareholders'
               meeting and deliver the shares to the USE Treasurer.


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                                                                     EXHIBIT 4.8

        2.     The  number of shares to be  awarded  each year out of the 67,000
               shares  available each year (plus any unissued  shares from prior
               grant years) shall be determined by the Compensation Committee of
               the  board  of  directors  of the  Company,  based  upon  (i) the
               earnings per share of Common Stock for the prior fiscal year (the
               first  fiscal year to be  considered  shall be the year ended May
               31, 1996, with respect to the first grant year,  1997);  and (ii)
               other  factors  bearing on the prior fiscal  year's goals and the
               achievement of such goals.

        3.     The total number of shares to be issued shall be allocated  among
               the officers based on the following percentages:

                             OFFICER                         PERCENTAGE
                             John L. Larsen                    29.85%
                             Daniel P. Svilar                  22.39%
                             Max T. Evans                      17.91%
                             Harold F. Herron                  14.93%
                             R. Scott Lorimer                  14.93%

        4.     The shares  shall be issued in the name of the  officer,  but the
               shares and the  certificates  therefor  shall be held in trust by
               the  Treasurer  of the  Company.  Such  shares  shall  be  deemed
               outstanding  and  entitled to vote,  however,  all voting  rights
               shall be held and  exercised  by  non-employee  directors  of the
               Company in their sole  discretion.  All  dividends on the shares,
               whether  in  stock,   cash  or   distributions   from  subsidiary
               corporation  stock,  shall be held in trust by the  Treasurer for
               the benefit of the officer entitled to such dividends.

        5.     Shares  issued  in the  name  of the  officer  shall  not  become
               available  to or come under the  control of the  officer in whose
               name the shares were issued until  termination  of  employment of
               the officer by retirement from the uranium  production  business,
               death or disability.  Upon termination of employment,  the shares
               and certificates shall be released to the officer, subject to the
               6 month period (or portion  thereof) hold provision  which may be
               applicable pursuant to paragraph 11 of this Resolution.

        6.     In the event of an officer  terminating  his employment  prior to
               his retirement  from the uranium  production  business (no sooner
               than age 55), death or disability,  all unallocated shares issued
               in his name shall be forfeited to the U.S. Energy Corp. treasury.
               The Board of Directors of USE and Crested Corp. can override this
               provision if they so deem appropriate.

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                                                                     EXHIBIT 4.8


        7.     For financial  reporting  purposes (i) the cost of the stock will
               be split with Crested  Corp.;  (ii) the cost will be amortized on
               the  books  of the  Company  at 20%  per  year,  and  (iii)  upon
               termination of the officer's employment,  the Company will report
               the release of the shares (in the fiscal year of  termination) on
               the  Company's  books as an expense  for the Company in an amount
               equal to the  closing  price of the shares  reported on NASDAQ or
               such successor  market on the termination  date less the original
               cost booked at time of issuance.  No  deduction  for tax purposes
               will be taken  until  such time as the shares  are  released  and
               delivered to the officer or his heirs or estate.

        8.     In the event  there is a change in control of the  Company as the
               result of a hostile  takeover  or the Company  being  acquired by
               another entity, and as a further result, the officer's employment
               is terminated  within 3 years of the change in control,  then the
               number of shares which have been held in trust in the name of the
               officer under this Restated Plan shall be  automatically  doubled
               without  further  action  of the  Company  and  released  to such
               officer.

        9.     A  registration  statement  on Form S-8  shall be filed  with the
               Securities  and Exchange  Commission  for this Restated  Plan, to
               permit the issuance of shares  hereunder as  unrestricted  except
               for such  restrictions as may apply because of the affiliation of
               the  recipients  with the Company.  This  Restated  Plan shall be
               filed as an exhibit to the Form S-8, and the Company shall not be
               required to file a "reoffer  prospectus" for resale of any shares
               issued  under this  Restated  Plan to any officer of the Company,
               until after his retirement, death or disability.

        10.    For purposes of the reporting  obligations  of the officers under
               Section  16(a) of the  Securities  Exchange Act of 1934,  and the
               liability  provisions of Section 16(b) of the Act, the receipt by
               an  officer of shares  pursuant  to this  Restated  Plan shall be
               reported  on Form 4 filed with the SEC by the  officer (i) as the
               acquisition  of  securities  in the name of the officer  (not the
               Treasurer);  (ii) on Table I of Form 4 (with the price  subcolumn
               in Column 4 blank); (iii) in Column 6 of Form 4 as directly owned
               by the  officer,  using  Transaction  Code A pursuant to SEC Rule
               16b-3(d); and (iv) all the shares issued shall be reported on the
               Form  4,  disregarding  the  vesting   provisions  for  reporting
               purposes  (however,  the  vesting  mechanism  shall  be  noted by
               footnote on the Form 4).



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                                                                      EXHIBIT4.8

        11.    In order to preserve the exemption from the liability  provisions
               of  Section  16(b)  provided  by SEC Rule  16b-3(d)(3),  under no
               circumstances  shall any officer dispose of any shares which have
               been  acquired  under this  Restated Plan until at least 6 months
               after the date of  acquisition  of the shares (which shall be the
               date  of  award  in any  grant  year).  The  board  of  directors
               recognizes that generally such 6 month hold provision will not be
               applicable,  due  to  the  provisions  of  paragraph  5  of  this
               Resolution.


                         RESTATED 1990 STOCK BONUS PLAN

               FURTHER  RESOLVED,  that the  Company's  1990 Stock Bonus Plan as
        amended, shall be modified by adding the following provisions:

        1.     None of the shares issued above shall become available to or come
               under the control of the  officer in whose name the  certificates
               were issued until  termination  of  employment  of the officer by
               retirement  from  the  uranium  production  business,   death  or
               disability.  Upon  termination  of  employment,  the  shares  and
               certificates  shall be released to the officer,  subject to the 6
               month period (or portion  thereof)  hold  provision  which may be
               applicable pursuant to the following provision.

               (a)    In order to  preserve  the  exemption  from the  liability
                      provisions   of  Section   16(b)   provided  by  SEC  Rule
                      16b-3(d)(3),  under no  circumstances  shall  any  officer
                      dispose of any shares which have been acquired  under this
                      Restated  1990  Stock  Bonus  Plan until at least 6 months
                      after the date of  acquisition  of the shares (which shall
                      be the date of award in any grant year).

        2.     All other  provisions of the 1990 Stock Bonus Plan remain and are
               in full force and effect.

               BE IT FURTHER RESOLVED,  that the modifications to the 1996 Stock
        Award  Plan and the 1990  Stock  Bonus  Plan  shall as  required  by the
        Company's SEC Counsel, be submitted to the Company's shareholders at the
        1998 Annual Meeting of Shareholders.


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