EXHIBIT 2.4

                               THIRD AMENDMENT TO
                      PLAN AND AGREEMENT OF SHARE EXCHANGE


                                  May 24, 2001


     THE PLAN AND AGREEMENT OF SHARE EXCHANGE  ("Agreement")  entered into as of
March 2, 2001,  by and  between  Admiralty  Corporation,  a Georgia  corporation
("Admiralty");  Ruby Mining Company, a Colorado  corporation  ("RMC");  and U.S.
Energy Corp., a Wyoming  corporation  ("USE"),  was amended as of April 6, 2001,
was amended  again as of May 4, 2001,  and is amended  this third time as of May
24, 2001. "Section" refers to sections in the Agreement;  capitalized terms have
the meanings therein ascribed. Except for the following changes, the Agree- ment
as amended remains in effect.

     1.   The Closing  Date under  Section 1.02 is changed to not later than May
          25, 2001.

     2.   Harold F. Herron will remain a director after the closing.

     3.   Shares of RMC will be issued at  closing to the then  shareholders  of
          Admiralty.  Subscription for additional shares of Admiralty, which are
          received  but checks not cleared as of the Closing Date will be booked
          as  subscriptions  receivable,  and  shares  of  RMC  will  be  issued
          post-closing  to  such  subscribers  whose  checks  clear,  as if such
          persons were shareholders as of the Closing Date.

     IN WITNESS  WHEREOF,  each of the Parties has caused this  Amendment  to be
executed on its behalf  attested by  officers  thereunto  as of the day and year
first above written. Execution by USE follows on next page.

                                      RMC:


                                      RUBY MINING COMPANY


                                      By     /s/    Harold F. Herron
                                         ---------------------------------------
                                      Name    Harold F. Herron
                                           -------------------------------------
                                      Title      Vice President
                                            ------------------------------------





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               [Signature page for Admiralty for Third Amendment]








                                      ADMIRALTY:


                                      ADMIRALTY CORPORATION


                                      By    /s/   Herbert C. Leeming
                                         ---------------------------------------
                                      Name      Herbert C. Leeming
                                           -------------------------------------
                                      Title        Chairman
                                            ------------------------------------


                                      USE:


                                      U.S. ENERGY CORPORATION


                                      By     /s/   John L. Larsen
                                         ---------------------------------------
                                      Name      John L. Larsen
                                           -------------------------------------
                                      Title        CEO
                                            ------------------------------------






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