Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 17, 2009, the Board of Directors of U.S. Energy Corp. (the "Company") adopted and approved, effective immediately, amendments to the Company's Bylaws. Among other things, the amendments revise Article II of the bylaws to:

††† clarify that (i) the nomination of candidates for election to the Board of Directors shall be considered a purpose of the meeting (whether an annual or a special meeting); (ii) only the Company can send a notice to shareholders of either an annual or a special meeting; and (iii) only the purposes set forth in a notice may be considered at a meeting;

††† provide (consistent with the Federal securities laws) that the persons named as proxies in a proxy statement prepared by the Company will have discretionary authority to vote all shares represented thereby, as to matters of which the Company did not have proper advance notice, as required in the Bylaws;

††† add to the prior requirements which shareholders must follow for persons to be considered by the Board of Directors for inclusion as candidates for the Board of Directors, in the Company's proxy statement (pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934), to require disclosure to the Company of any material monetary agreements and other material relationships between a requesting shareholder and the persons proposed for consideration as candidates; and

††† add an advance notice provision, in connection with a shareholder's demand for the Company to call a special meeting, requiring disclosure to the Company of the purpose of such a meeting, with a brief description thereof (and the text of any proposed amendment to the Company's Articles of Incorporation or Bylaws, if applicable); the proposer's share ownership; and the proposer's relationship to any other stockholders, including material relationships and interests with other shareholders.

The foregoing description of the amendment is qualified in its entirety by reference to the text of the amendments, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference. The Company's complete Bylaws, as amended and restated, are attached as Exhibit 3.2.

Item 9.01. Financial Statements and Exhibits

Exhibit 3.1 Amendments to Bylaws as of March 17, 2009 (amendments shown in bold face). Exhibit 3.2 Complete text of Bylaws, as amended and restated, as of March 17, 2009.

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