EXHIBIT 4.22

     VOID AFTER 12:00 O'CLOCK MIDNIGHT., MOUNTAIN TIME, ON FEBRUARY 5, 2004


                    WARRANT TO PURCHASE 75,000 COMMON SHARES

                                U.S. ENERGY CORP.

         This is to Certify That, FOR VALUE RECEIVED, MICHAEL BAYBAK & CO. INC.
of 4515 Ocean View Blvd., Suite 305, La Canada, CA 91011 ("Holder"), is entitled
to purchase, subject to the provisions of this Warrant, from U.S. ENERGY CORP.
("Company"), a Wyoming corporation, at any time until 12:00 O'clock Midnight,
Mountain Time, on February 5, 2004 ("Expiration Date"), 75,000 Common Shares of
the Company at a price of $2.25 per share, the ("Purchase Price") during the
period this Warrant is exercisable.

         (A) EXERCISE OF WARRANT. This Warrant may be exercised 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, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of the
Purchase Price for the number of shares specified in such Form.

         (B) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and 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) SUBSTITUTION OR REPLACEMENT OF WARRANT. This Warrant may be divided
or combined with up to five 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. Notwithstanding the foregoing, this Warrant shall not be divided in such
manner that there are, at any time that this Warrant is outstanding, more than
five Holders of this Warrant and any other Warrants that carry the same rights
as this Warrant. 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.

         (D) 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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         (E) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

                  (1) If at any time during the period commencing July 6, 1999,
         and ending July 5, 2004, the Company should file a registration
         statement (which term shall not include any registration statement
         filed on Forms S-8 or S-4) under the Securities Act of 1933, as amended
         (the "Act"), which relates to a current offering of securities of the
         Company (other than solely in exchange for properties, assets or stock
         of other individuals or corporations), such registration statement and
         the prospectus included therein shall also, at the written request to
         the Company from the Holder(s) of the Warrants, relate to, and meet the
         requirements of the Act with respect to any public offering of the
         Warrant Shares so as to permit the public sale thereof in compliance
         with the Act. The Company shall give notice to the Holder(s) of its
         intention to file a registration statement under the Act relating to a
         current offering of the aforesaid securities of the Company prior to
         the filing of such registration statement, and the written request
         provided for in the first sentence of this subsection shall be made by
         the Holder(s) to file such registration statement. Neither the delivery
         of such notice by the Company nor of such request by the Holder(s)
         shall in any way obligate the Company to file such registration
         statement and notwithstanding the filing of such registration
         statement, the Company may, at any time prior to the effective date
         thereof, determine not to proceed to effectiveness with such
         registration statement, without liability to the Holder(s). The Company
         shall pay all expenses (with the exception of any selling commissions
         relating to the sale of the Warrant Shares which shall be paid by the
         sellers thereof) of any such registration statement.

                  (2) In addition, the Company will cooperate with the then
         Holder(s) of the Warrant Shares in preparing and signing any
         registration statement, in addition to the registration statements
         discussed above, required in order to sell or transfer the Warrant
         Shares and will sign and supply all information required therefor.

                  (3) When, pursuant to subsection (1) or (2) of this Section,
         the Company shall take any action to permit a public offering or sale
         or other distribution of the Warrant Shares, the Company shall:

                           (A) Supply to the selling Holder(s) two executed
                  copies of each registration statement and a reasonable number
                  of copies of the preliminary, final and other prospectus in
                  conformity with requirements of the Act and the Rules and
                  Regulations promulgated thereunder and such other documents as
                  the Holders shall reasonably request.

                           (B) Take all actions necessary to register or qualify
                  for sale the Warrant Shares in up to one state selected by the
                  Holder. The Company shall bear the complete cost and expense
                  (other than any selling commissions relating to the sale of
                  the Warrant Shares, which shall be paid by the seller thereof)
                  of such registrations or qualifications except those filed
                  under subsection (e)(2) which shall be at the Holder's cost
                  and expense.

                           (C) Keep effective such registration statement until
                  the first of the following events occur: (i) 12 months have
                  elapsed after the effective date of such registration
                  statement or (ii) all of the registered Warrant Shares issued
                  by the Company either before or after the effective date of
                  such registration statement has been publicly sold under such
                  registration statement.


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                  (4) The Holder(s) shall supply such information as the Company
         may reasonably require from such Holder(s), or any underwriter for any
         of them, for inclusion in such registration statement or post effective
         amendment.

                  (5) Any notices or certificates by the Company to the
         Holder(s) and by the Holder(s) 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.

         (F) 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
Warrant 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
pursuant to Section (g) hereof; unless legal counsel for the Company is of the
opinion as to any such certificate that such legend, or one similar thereto, is
unnecessary:

         "The securities represented by this certificate may not be offered
         for sales 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."

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

Dated as of February 6, 1999.

                                            U.S. ENERGY CORP.



                                       By:    /s/  Keith G. Larsen
                                            ------------------------------------
                                            KEITH G. LARSEN, President



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                                 ASSIGNMENT FORM

                                                Dated:  ________________, 20___


FOR VALUE RECEIVED,_____________________________________________________________

hereby sells, assigns and transfers unto _______________________________________

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

 Address: ______________________________________________________________________

the right to purchase the $.01 par value Common Shares represented by Assignor's
Warrant to the extent of ____________________ Common Shares of U.S. Energy Corp.
(the "Company") as to

which such right is exercisable.


When Assignee exercises his or her Warrant, please complete the Purchase Form
and return a copy of this Assignment to U.S. Energy Corp. at 877 North 8th West,
Riverton, WY 82501 with full power to transfer the same on the books of the
Company. The signature on this Assignment Form and the Purchase Form are both to
be Medallion guaranteed.

                                       ASSIGNOR



                                       Signature: ______________________________

                                       Name: ___________________________________

                                       Title: __________________________________
(MEDALLION GUARANTY)




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                                  PURCHASE FORM


To:      U.S. Energy Corp.
         877 North 8th West
         Riverton, WY 82501


                                                  Dated: ________________, 20___

The undersigned hereby irrevocably elects to exercise the Warrant
originally issued to Michael Baybak & Co. Inc. to the extent of purchasing
75,000 shares of the $.01 par value Common Shares of U.S. Energy Corp. and
hereby makes payment of $____________ to U.S. Energy Corp. in payment of
the actual Purchase Price thereof.


INSTRUCTIONS FOR REGISTRATION OF SHARES
---------------------------------------

Please register the shares in the following name(s):

________________________________________________________________________________

________________________________________________________________________________
                (Please typewrite or print in block letters)



                                       _________________________________________
                                       Social Security Number or
                                       Federal ID Number


                                       _________________________________________

                                       _________________________________________
                                       Address



                                       _________________________________________


                                       _________________________________________
                                       Signature(s)

(MEDALLION GUARANTY)




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                     ADDENDUM TO U. S. ENERGY CORP. WARRANT
                            MICHAEL BAYBAK & CO. INC.

      The Expiration Date for the Warrant to Purchase 75,000 Common Shares
of U. S. Energy Corp., issued to Michael Baybak & Co. Inc. on February 6,
1999, hereby is extended to Monday, August 9, 2004.

      As consideration for this extension, Michael Baybak & Co. Inc. agrees
to hold U. S. Energy Corp. harmless from and against any loss of market
value in the Common Shares issuable on exercise of the Warrant, between the
date of this Addendum and the date when public resale of the Common Shares
by Michael Baybak & Co. Inc. is registered with the Securities and Exchange
Commission. For its part, U. S. Energy Corp. agrees to use all reasonable
efforts to file a registration statement for the benefit of Michael Baybak
& Co. Inc. by April 30, 2004, and use all reasonable efforts to have that
filing thereafter declared effective as soon as possible by the Securities
and Exchange Commission, all at the sole expense of U. S. Energy Corp.

      This Addendum shall be effective only when signed by both U. S. Energy
Corp. and Michael Baybak & Co. Inc.


      Addendum signed February 28, 2004       U. S. Energy Corp.


                                                /s/  Keith G. Larsen
                                             -----------------------------------
                                             Authorized Officer



      Addendum signed February 28, 2004       /s/  Michael Baybak
                                            ------------------------------------
                                            Michael Baybak & Co. Inc.
                                            By Michael Baybak, duly authorized