EXHIBIT 4.16
                               U. S. ENERGY CORP.

                             STOCK WARRANT AGREEMENT

     This Stock Warrant Agreement is made in Riverton, WY this 14th day of May,
2001 by and between U. S. Energy Corp. (herein referred to as the "Company" or
"USE") and Riches In Resources, Inc. (hereinafter referred to as the
"Consultant").

     1. The Company hereby grants Consultant two (2) Warrants to purchase an
aggregate of 30,000 shares of the common stock of the Company, $0.01 par value
(hereinafter referred to as the "Shares"). The first Warrant is to purchase
10,000 shares at $4.70/share for 24 months expiring on May 14, 2003, but only if
the market price for the Shares closes at or above $6.50 per share for 90
consecutive days prior to the expiration of this Warrant on May 14, 2003. The
second Warrant is to purchase 20,000 shares at $4.70 per share if the market
price for the Shares closes at or above $10.00 per share for 90 consecutive days
prior to the expiration of such Warrant on May 14, 2003.

     2. Exercise of the Warrants shall be covered by a piggy-back registration
right by the Consultant as part of the next subsequent appropriate USE
registration of shares with the SEC in which exercise of the Warrants could be
registered by USE. This registration would cover resale of the shares, as well.
In the event that no filing occurs within the term of the Warrants, the
Consultant shall have the right to demand that the Company file a registration
statement with the SEC for exercise of the balance of the Warrants, or for the
resale of the Shares acquired under the Warrants, but in the latter case, only
if at least 10,000 shares are acquired under the Warrants. The Company agrees to
file a registration statement but only at a time when financial statements for
the recently concluded fiscal year have been audited. The Company and Consultant
agree to each pay one half of the federal and state filing fees, Edgar filing
expense, legal fees and auditor's expenses for document review.

     3. The Consultant may exercise the options under this Warrant as provided
above 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. Upon compliance with the terms of this Agreement,
certificate(s) representing the Shares purchased shall be issued as soon as
practicable after notice of exercise is given to the Company.

     4. In the event of Consultant's death prior to the complete exercise of the
Warrant, any remaining portion of the Warrant shall terminate.

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5. The Consultant hereby represents that the Warrant granted hereunder and the
Shares purchased by him pursuant to the exercise of all or any part of the
Warrant are and will be acquired by him for investment and not with a view to
the distribution thereof. The Warrant is granted by the Company in reliance upon
this representation. Upon the exercise of the options under this Warrant,
Consultant shall not thereafter transfer, encumber or dispose of the Shares so
purchased unless: (a) a registration statement covering issuance of such Shares
on exercise of the Warrants is filed and becomes effective pursuant to the
Securities Act of 1933, as amended, and applicable state law, or if previously
exercised, the registration statement covers resale of the shares; or (b) an
opinion letter of the Warrantee'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.

     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 Consultant has executed this Agreement with
the intent to be legally bound as of the date written below.

                                        U. S. ENERGY CORP.



Attest:   /s/   Max T. Evans            By:   /s/   Keith G. Larsen
       ---------------------------         ------------------------------------
        Max T. Evans,                       Keith G. Larsen,
        Secretary                           President


                                        CONSULTANT:
                                        Neal Feagans,
                                        d/b/a Riches In Resources, Inc.



Dated:   August 20, 2001                    /s/  Neal Feagans
      ----------------------------      ----------------------------------------
                                        Neal Feagans


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