Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(c) Effective September 7, 2012, Steven D. Richmond, age 42, was appointed to the position of Chief Financial Officer. Mr. Richmond has been employed by the U.S. Energy Corp. ("Company") and its subsidiaries since 1992 and has served as Controller & Assistant Controller for the Company since 2003. Mr. Richmond has over 12 years of experience in the accounting profession and 20 years in the oil & gas & mining industries. Mr. Richmond received a Bachelor of Science degree in Business Administration from the University of Wyoming.

In connection with his appointment, Mr. Richmond's annual salary will remain $155,000 per annum and he is eligible to earn a bonus of up to 100% of his annual salary depending on the achievement of certain Company goals and objectives as provided for in the Company's Performance Compensation Plan. Mr. Richmond will not receive any additional options as a result of his appointment. Mr. Richmond has not entered into an employment agreement with the Company at this time.