EXHIBIT 4.3
                       U. S. ENERGY CORP.
                  RESTRICTED STOCK BONUS PLAN
                    Amended February 7, 1994

       U.S.  Energy  Corp.  ("USE"),  a  Wyoming  corporation  with
executive offices at 877 North 8th West, Riverton, Wyoming,  82501,
adopts this Restricted Stock Bonus Plan effective as of January  6,
1994:

      WHEREAS,  on  May 25, 1990 the USE Board of Directors  issued
common  shares  to  certain  directors,  officers,  employees   and
consultants for services provided to USE; and

     WHEREAS, additional shares were issued to the same individuals
in 1990 and (with the exception of Mr. Herron) in 1993; and

       WHEREAS,  all  shares  to  date  have  been  issued  without
registration  under  federal  securities  laws,  and   subject   to
forfeiture  in  the  event  various periods  of  service  were  not
completed;

      NOW  THEREFORE, the USE Board of Directors expands and amends
the previously authorized stock issue plan, as follows:

      1.    There are reserved for issue 550,000 shares of USE $.01
par  value  common  stock under this Restricted  Stock  Bonus  Plan
("Plan"),  including  all shares issued and to  be  issued  through
January  4,  1994, which is the authorization date for such  issue;
and  shall  control  regardless of the date(s)  share  certificates
therefor are processed and issued.

      2.    All  shares  to  be  issued under  the  Plan  shall  be
registered  under  Form  S-8  with  the  Securities  and   Exchange
Commission; resale of all shares issued to date and through January
4,  1994,  shall  be  registered for  resale  through  the  Reoffer
Prospectus, comprising part of the Form S-8 registration statement;
and  resale of future shares to be issued under the Plan  shall  be
registered   under  Form  S-8,  by  the  filing  of  post-effective
amendments to the Reoffer Prospectus, as necessary.

      3.    All shares to be issued after January 4, 1994 shall  be
issued  only  (i) to employees, directors, consultants  and  others
providing  services to USE or its subsidiaries, provided,  that  no
shares  shall  be  issued  in  connection  with  capital  formation
activities, (ii) by authority of the USE Board of Directors,  (iii)
in  accordance  with  Wyoming law, and (iv) on  advice  of  counsel
regarding  possible  liabilities for  directors,  officers  and  10
percent  share owners, under Section 16 of the Securities  Exchange
Act of 1934, as amended.

      4.    All shares to be issued after January 4, 1994 shall  be
issued (a) to employees of USE, with such forfeiture conditions  as
may be established by the Board of Directors from time to time, and
(b)  to  consultants  and other non-employee  persons  who  provide
services to USE, without any forfeiture conditions.


  s/ Max T. Evans
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Max T. Evans, Secretary