EXHIBIT 4.14

            VOID AFTER 3:30 P.M., MOUNTAIN TIME, ON OCTOBER 18, 2003

                  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 October 18, 2003 ("Expiration Date") Common Shares of the
Company at a purchase price per share of $3.75 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 or
may be one of a series of warrants identical in form issued by the Company to
purchase an aggregate of Common Shares of the Company and the term "Warrants" as
used herein means all such Warrants (including this Warrant). The Common Shares,
as adjusted from time to time, underlying the Warrants are hereinafter 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. 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, if
any, with the Purchase Form annexed hereto duly executed and accompanied by cash
payment of the Exercise Price for the number of shares specified in such Form,
together with all federal and state taxes applicable upon such exercise. The
Company agrees not to merge, reorganize or take any action that would terminate
this Warrant unless provisions are made as part of such merger, reorganization
or other action which would provide the holders of this Warrant with an
equivalent of this Warrant as specified in Section (i) hereof; provided,
however, that if reasonably required by the other party or parties to such
merger, reorganization or other action, the Company may accelerate the
Expiration Date to a date prior to such merger, reorganization or other action,
provided further, however, that the Company shall give the Holder written notice
of such acceleration at least 30 days prior to such accelerated Expiration Date.
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

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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 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

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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.

     (F) ADJUSTMENT PROVISIONS.

          (1)      ADJUSTMENTS OF THE EXERCISE PRICE.

          (A) If the Company subdivides its outstanding Common Shares into a
     greater number of Common Shares, the Exercise Price in effect immediately
     prior to such subdivision shall be proportionately reduced. Conversely, 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. A distribution on Common Shares,
     including a distribution of Convertible Securities, to shareholders of the
     Company on a pro rata basis shall be considered a subdivision of Common
     Shares for the purposes of this subsection (1)(A), except that the
     adjustment will be made as of the record date for such distribution and any
     such distribution of Convertible Securities shall be deemed to be a
     distribution of the Common Shares underlying such Convertible Securities.

          (B) If the Company shall at any time distribute or cause to be
     distributed to its shareholders, on a pro rata basis, cash, assets, or
     securities of any entity other than the Company, then the Exercise Price in
     effect immediately prior to such distribution shall automatically be
     reduced by an amount determined by dividing (x) the amount (if cash) or

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     the value (if assets or securities) of the holders' of Warrants (as such
     term is defined in the first paragraph hereof) pro rata share of such
     distribution determined assuming that all holders of Warrants had exercised
     their Warrants on the day prior to such distribution, by (y) the number of
     Common Shares issuable upon the exercise of this Warrant by the Holder on
     the day prior to such distribution.

     (2) ADJUSTMENTS OF EXERCISE PRICE - ON ISSUE AT LESS THAN EXERCISE PRICE.
     Excepted from the adjustment for anti-dilution provisions of this Section
     (2) and Section 3 are the Company's issuance of "Excluded Common Shares" as
     defined below, and also all Common Shares or Convertible Securities in the
     form of stock options to the Company's employees or non-executive
     directors, or Common Shares issued to acquire a subsidiary or its assets,
     provided such Common Shares or Convertible Securities are issued at prices
     or with exercise terms equal to the Company's then current market price on
     the date of such issuance. Whenever reference is made in this Section (2)
     or Section (3) to the distribution of Convertible Securities, the term
     "Convertible Securities" shall mean options or warrants or rights for the
     purchase of Common Shares of the Company or for the purchase of any stock
     or other securities convertible into or exchangeable for Common Shares of
     the Company.

     If the Company should at any time or from time to time hereafter issue or
     sell any of its Common Shares (other than Common Shares issued upon the
     exercise of Convertible Securities outstanding on October 18, 2001, which
     Common Shares shall be referred to herein as the "Excluded Common Shares")
     without consideration or for a consideration per share less than the
     Exercise Price in effect immediately prior to the time of such issue or
     sale, then forthwith upon such issue or sale, the Exercise Price shall be
     automatically adjusted to a price (computed to the nearest cent) determined
     by dividing (i) the sum of (x) the number of Common Shares outstanding
     immediately prior to such issue or sale multiplied by the Exercise Price in
     effect immediately prior to such issue or sale, by (y) the consideration,
     if any, received by the Company upon such issue or sale, by (ii) the total
     number of Common Shares outstanding immediately after such issue or sale.
     For purposes of this Section (2) and (3), the following provisions (i) and
     (ii) shall also be applicable:

          (i) RIGHTS, OPTIONS OR WARRANTS. In case at any time hereafter the
     Company shall in any manner grant any right to subscribe for or to
     purchase, or any option or warrant for the purchase of Common Shares or for
     the purchase of any stock or securities convertible or exchangeable for
     Common Shares (such convertible or exchangeable stock or securities being
     hereinafter referred to as the "Underlying Convertible Securities") and if
     the minimum price per share for which Common Shares are issuable, pursuant
     to such rights, options, warrants or upon conversion or exchange of such
     Underlying Convertible Securities (determined by dividing (i) the total
     amount, if any, received or receivable by the Company as consideration for
     the granting of such rights, options, or warrants plus the minimum
     aggregate amount of additional consideration payable to the Company upon
     the exercise of such rights, options, or warrants under the terms of such
     rights, options, or warrants at the time of making such computation, plus,
     in the case of such Underlying Convertible Securities, the minimum
     aggregate amount of additional consideration, if any, payable upon

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     the conversion or exchange thereof under the terms of such Underlying
     Convertible Securities at the time of making such computation, by (ii) the
     total maximum number of Common Shares issuable pursuant to such rights,
     options, or warrants or upon the conversion or exchange of the total
     maximum amount of such Underlying Convertible Securities issuable upon the
     exercise of such rights, options, or warrants or Underlying Convertible
     Securities at the time of making such computation) shall be less than the
     Exercise Price in effect immediately prior to the time of the granting of
     such rights or options, then the total maximum number of Common Shares
     issuable pursuant to such rights, options, warrants or upon conversion or
     exchange of the total maximum amount of such Underlying Convertible
     Securities issuable upon the exercise of such rights, options, or warrants
     under the terms of such rights, options, warrants or Underlying Convertible
     Securities at the time of making such computation shall (as of the date of
     granting of such rights, options, or warrants) be deemed to be outstanding
     and to have been issued for said price per share as so determined;
     provided, that no further adjustment of the Exercise Price shall be made
     upon the actual issue of Common Shares so deemed to have been issued unless
     the price per share received by the Company upon the actual issuance of
     Common Shares so deemed to be issued differs from the price per share which
     was last used to adjust the Exercise Price or unless by the terms of such
     rights, options, or warrants or Underlying Convertible Securities the price
     per share which the Company will receive upon any such issuance of Common
     Shares differs from the price per share which was last used to adjust the
     Exercise Price, in either of which events the Exercise Price shall be
     adjusted upon the occurrence of either such event to reflect the new price
     per share of Common Stock; and further provided, that, upon the expiration
     of such rights (including rights to convert or exchange), options or
     warrants (a) the number of shares of Common Stock deemed to have been
     issued and outstanding by reason of the fact that they were issuable
     pursuant to such rights, options, or warrants (including rights to convert
     or exchange) that were not exercised, shall no longer be deemed to be
     issued and outstanding, and (b) the Exercise Price shall forthwith be
     adjusted to the price which would have prevailed had all adjustments been
     made on the basis of the issue only of the Common Shares actually issued
     upon the exercise of such rights, options, or warrants or upon conversion
     or exchange of such Underlying Convertible Securities. Such adjustments
     upon expiration shall have no effect on Warrants exercised prior to such
     expirations.

          (ii) CONVERTIBLE SECURITIES. If the Company shall in any manner issue
     or sell any Convertible Securities other than the rights, options, or
     warrants described in Section (w) or (3) hereof and if the minimum price
     per share for which Common Shares are issuable upon conversion or exchange
     of such Convertible Securities (determined by dividing (i) the total amount
     received or receivable by the Company as consideration for the issue or
     sale of such Convertible Securities, plus the minimum aggregate amount of
     additional consideration, if any, payable to the Company upon the
     conversion or exchange thereof under the terms of such Convertible
     Securities at the time of making such computation, by (ii) the total
     maximum number of Common Shares issuable upon the conversion or exchange of
     all such Convertible Securities under the terms of such Convertible
     Securities

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     at the time of making such computation) shall be less than the Exercise
     Price in effect immediately prior to the time of such issue or sale, then
     the total maximum number of Common Shares issuable upon conversion or
     exchange of all such Convertible Securities at the time of making such
     computation shall (as of the date of the issue or sale of such Convertible
     Securities) be deemed to be outstanding and to have been issued for said
     price per share as so determined; provided, that no further adjustment of
     the Exercise Price shall be made upon the actual issue of Common Shares so
     deemed to have been issued unless the price per share received by the
     Company upon the actual issuance of Common Shares so deemed to be issued
     differs from the price per share which was last used to adjust the Exercise
     Price or unless by the terms of such Convertible Securities the price per
     share which the Company will receive upon any such issuance of Common
     Shares differs from the price per share which was last used to adjust the
     Exercise Price, in either of which events the Exercise Price shall be
     adjusted upon the occurrence of either such event to reflect the new price
     per share of Common Shares; and, further provided that if any such issue or
     sale of such Convertible Securities is made upon exercise of any right to
     subscribe for or to purchase or any option to purchase any such Convertible
     Securities for which an adjustment of the Exercise Price has been or is to
     be made pursuant to the provisions of Section (2) or (3), then no further
     adjustment of the Exercise Price shall be made by reason of such issue or
     sale unless the price per share received by the Company upon the conversion
     or exchange of such Convertible Securities when actually issued differs
     form the price per share which was last used to adjust the Exercise Price
     or unless by the terms of such Convertible Securities the price per share
     which the Company will receive upon any such issuance of Common Shares upon
     conversion or exchange of such Convertible Securities differs from the
     price per share which was last used to adjust the Exercise Price, in either
     of which events the Exercise Price shall be adjusted upon the occurrence of
     either of such events to reflect the new price per share of Common Shares;
     and, further provided, that, upon the termination of the right to convert
     or to exchange of any such Convertible Securities, which were not so
     converted or exchange, shall no longer be deemed to be issued and
     outstanding, and the Exercise Price shall forthwith be adjusted to the
     price which would have prevailed had all adjustments been made on the basis
     of the issue only of the number of Common Shares actually issued upon
     conversion or exchange of such Convertible Securities. Such adjustments
     upon expiration shall have no effect on Warrants exercised prior to such
     expiration.

     (3) DETERMINATION OF ISSUE PRICE. In case any Common Shares or Convertible
     Securities which shall be issued for cash, the consideration received
     therefor, which shall be the gross sales price for such security without
     deducting therefrom any commission or other expenses paid or incurred by
     the Company for any underwriting of, or otherwise in connection with, the
     issuance thereof, shall be deemed to be the amount received by the Company
     therefor. In case any Common Shares or Convertible Securities shall be
     issued for a consideration part or all of which shall be other than cash,
     then the Board of Directors of the Company shall determine the fair value
     of such consideration, irrespective of accounting treatment, and such
     Common Shares or Convertible Securities shall be deemed

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     to have been issued for an amount of cash equal to the value so determined
     by the Board of Directors. The reclassification of securities other than
     Common Shares into securities including Common Shares shall be deemed to
     involve the issuance for a consideration other than cash of such Common
     Shares immediately prior to the close of business on the date fixed for the
     determination of security holders entitled to receive such Common Shares.
     In case any Common Shares or Convertible Securities shall be issued
     together with other stock or securities or other assets of the Company for
     consideration, the Board of Directors of the Company shall determine what
     part of the consideration so received is to be deemed to be consideration
     for the issue of such Common Shares or Convertible Securities.

     (4) DETERMINATION OF DATE OF ISSUE. In case the Company shall take a record
     of the holders of Common Shares for the purpose of entitling them (i) to
     receive a dividend or other distribution payable in Common Shares or in
     Convertible Securities or (ii) to subscribe for or purchase Common Shares
     or Convertible Securities, then such record date shall be deemed to be the
     date of the issue or sale of the Common Shares deemed to have been issued
     or sold upon the declaration of such dividend or the making of such other
     distribution or the date of the granting of such right of subscription or
     purchase, as the case may be.

     (5) TREASURY SHARES. For the purpose of this Section (f), Common Shares at
     any relevant time owned or held by, or for the account of, the Company
     shall not be deemed outstanding.

     (G) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required above, the Company shall forthwith file in the custody of its Secretary
or an Assistant Secretary at its principal office, and with its stock transfer
and warrant agent, if any, an officer's certificate showing the adjusted
Exercise Price determined as herein provided and setting forth in reasonable
detail the facts requiring such adjustment. Each such officer's certificate
shall be made available at all reasonable times for inspection by the Holder and
the Company shall, forthwith after each such adjustment, deliver a copy of such
certificate to the Holder.

     (H) NO ADJUSTMENT FOR SMALL AMOUNTS. Anything in Sections (2) or (3) to the
contrary notwithstanding, the Company shall not be required to give effect to
any adjustment in the Exercise Price unless and until the net effect of one or
more adjustments, determined as above provided, shall have required a change of
the Exercise Price by at least five cents, but when the cumulative net effect of
more than one adjustment so determined shall be to change the actual Exercise
Price by at least five cents, such change in the Exercise Price shall thereupon
be given effect.

     (I) NUMBER OF SHARES ADJUSTED. 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.

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     (J) NOTICES TO HOLDERS. So long as this Warrant shall be outstanding and
unexercised (i) if the Company shall pay any dividend or make/any distribution
upon the Common Shares or (ii) if the Company shall offer to the holders of
Common Shares for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) 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.

     (K) 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, the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, 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 or other change, consolidation, merger,
sale or conveyance had this Warrant been exercised prior to the consummation of
such transaction. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (i) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of Common Shares and to successive consolidations, mergers, sales or
conveyances. 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.


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     (L) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

     (1) We agree with each Holder of this Warrant that as soon as practicable
in 2001 after our financial statements for the fiscal year ended May 31, 2001
have been audited by our independent audit firm, 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 the issuance of restricted Common
Shares upon exercise of any of these Warrants, and public resale of such Common
Shares by the Holder, and to qualify such issuance and resale thereof under the
laws of such states specified in writing to us by 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.

     (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.

     (M) 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:

     "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."



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

Dated: November 12, 2001.

                                   U.S. ENERGY CORP.


                                   By:
                                        ----------------------------------------
                                         Keith G. 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 actual exercise price thereof.

                     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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                   HOLDERS OF WARRANTS DATED NOVEMBER 2, 2001


                                                   Number of Shares
          Name                                      Exercisable
          ----                                     ----------------

          Ardel J. Schelich                               6,667
          Charles D. & Bonnie B. Snow                     1,333
          Domenico Porco                                  1,667
          Mark A. Loewenstein &
            Kangping K. Lowenstein                        6,667
          John w. & Annette C. Golen                      1,667
          Francis M. Harris                              10,000
          Dr. Ross T. Krueger                             1,667
          James A. McCaughey                              6,667
          Lynden L. Rader                                 4,000
          Wesley A. Pomeroy                                 533
          Russell A. Pomeroy                              1,867
          Marshall Gray Folkes, Jr.                       3,333
          Marshal G. Folkes, III                          5,000
          Jack D. Koser                                   2,067
          Michael J. Alfano                               6,667
          Eleanor Crosswait                                 667
          Joesph & Daphne C. Alphonso
            Family Trust                                  6,667
          Richard A. Peterson                               800


                                       65

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