exhibit10_1.htm


    
      

    

     

    
 

    
      877 North 8th West, Riverton,
WY  82501 USA, Ph:  (307) 856-9271, Fx: (307) 857-3050,
www.usnrg.com


      


      


      For
Immediate Release

      


      U.S.
ENERGY CORP. UPDATES TSX LISTING STRATEGY

      


      


      RIVERTON,
Wyoming – November 6, 2008 – U.S. Energy Corp. (NASDAQ Capital Market: “USEG”)
(“USE” or the “Company”), a natural resources exploration and development
company with interests in molybdenum, oil and gas, and real estate, today
announced that in light of current economic conditions it intends to suspend
finalizing its application for a listing on the Toronto Stock
Exchange.

      


      “In light
of the turbulent market conditions in the last quarter, we have chosen to
suspend our efforts to list on the TSX until an improvement in market conditions
warrants doing so,” stated Keith Larsen, CEO of U.S. Energy Corp.  “We
continue to believe that the TSX is one of the premier exchanges globally for
resource companies and that a Canadian listing could eventually play a role in
our future plans,” he added.

      


      


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            Press
Release

            November
6, 2008

            Page 2 of
2

            


            


          

        

      


      


      About
U.S. Energy Corp.

      


      U.S.
Energy Corp. is a diversified natural resource company with interests in
molybdenum, oil and gas, and real estate.  The Company is
headquartered in Riverton, Wyoming and its common stock is listed on The NASDAQ
Capital Market under the symbol “USEG”.

      


      * * * *
*

      


      


      Disclosure
Regarding Mineral Resources Under SEC and Canadian Regulations; and
Forward-Looking Statements

      


      The
Company owns or may come to own stock in companies which are traded on foreign
exchanges, and may have agreements with some of these companies to acquire
and/or develop the Company’s mineral properties.  An example is Sutter
Gold Mining Inc.  These other companies are subject to the reporting
requirements of other jurisdictions.

      


      United
States residents are cautioned that some of the information available about our
mineral properties, which is reported by the other companies in foreign
jurisdictions, may be materially different from what the Company is permitted to
disclose in the United States.

      


      This
news release includes statements which may constitute “forward-looking”
statements, usually containing the words “believe,” “estimate,” “project,”
“expect," or similar expressions.  These statements are made pursuant
to the safe harbor provision of the Private Securities Litigation Reform Act of
1995.  Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements.  Factors that would cause or contribute to
such differences include, but are not limited to, future trends in mineral
prices, the availability of capital, competitive factors, and other
risks.  By making these forward-looking statements, the Company
undertakes no obligation to update these statements for revision or changes
after the date of this release.

      


      For
further information on the differences between the reporting limitations of the
United States, compared to reports filed in foreign jurisdictions, and also
concerning forward-looking statements, please see the Company’s Form 10-K
(“Disclosure Regarding Forward-Looking Statements”; “Disclosure Regarding
Mineral Resources under SEC and Canadian Regulation”; and “Risk Factors”); and
similar disclosures in the Company’s Forms 10-Q.

      


      *
* * * *

      


      For
further information, please contact:

      


      Reggie
Larsen

      Director
of Investor Relations

      U.S.
Energy Corp.

      (800)
776-9271

      Reggie@usnrg.com

      


      Nick
Hurst

      The
Equicom Group

      Investor
Relations

      (403)
538-4845

      nhurst@equicomgroup.com