EXHIBIT 31.2
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                                  CERTIFICATION
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     I,  Robert  Scott  Lorimer,  certify  that:

1.   I  have  reviewed  this  annual  report  on Form 10-K of U.S. Energy Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     transition  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  registrant  as  of,  and  for,  the  periods presented in this report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a.   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which  this  report  is  being  prepared;

     b.   Evaluated  the  effectiveness  of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

     c.   Disclosed  in  this  report  any  change  in  the  resented  in  the
          registrant's  internal  control over financial reporting that occurred
          during  the  registrant's most recent fiscal quarter (the registrant's
          fourth  fiscal  quarter  in  the  case  of  an annual report) that has
          materially affected, or is reasonably likely to materially affect, the
          registrant's  internal  control  over  financial  reporting;  and;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of  directors  (or  persons  performing  the  equivalent  functions):

     a.   All  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

     b.   Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          control  over  financial  reporting.

DATED  this  26th  day  of  March,  2004.



                                       /s/  Robert  Scott  Lorimer
                                       -----------------------------------------
                                       Robert  Scott  Lorimer
                                       Chief  Financial  Officer