EXHIBIT 99.2

       Certification by the Audit Committee of U.S. Energy Corp.
            To the Board of Directors of the Corporation at


     The Board of Directors  formed an Audit  Committee  and adopted a committee
charter at its meeting on May 30, 2000.

     The committee reviewed the annual audit and report for fiscal 2001 prior to
its issuance and prior to its  inclusion in the Form 10-K filed with the SEC. In
addition,  the committee has met with senior  management to discuss,  understand
and oversee the fiscal matters of the corporation.

     Members of the committee have discussed various accounting matters with the
independent accounting firm who conducted the 2001 audit and did a review of the
fourth quarter 2000 quarterly reports.  The committee recommends to the Board of
Directors  that the present  auditing  firm is  qualified  to continue to do the
audit work and that they be selected  to perform  the annual  audit for the year
ending  May 31,  2002.  The  audit  firm  confirms  that they  believe  they are
independent as to the  corporation in regards the definition of  independence of
the Securities Act and Securities and Exchange Commission.

     The members of the committee hereby certify that:

     1)   they have met with  management  and the outside  audit firm to discuss
          the financial  statement  reporting process,  the internal  accounting
          control systems and the quality and independence of the audit work.

     2)   they  have  reviewed  the   corporation's   annual  audited  financial
          statement  for 2001 and  recommend  that the report be included in the
          proxy  statement  to be mailed to the  shareholders  of record for the
          annual meeting in December 2001.

     3)   they  recommend  to the Board of Directors  that the present  auditing
          firm be  retained  as  outside  accountants  to review  the  quarterly
          financial statements and perform the annual audit for fiscal 2002.

             /s/Nick Bebout                              /s/Don Anderson
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             independent member                          independent member

             /s/ H. Russel Fraser
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             independent member