EXHIBIT 4.9

                                U.S. ENERGY CORP.
                            2001 STOCK AWARD PROGRAM


     U.S. Energy Corp. ("USE"), a Wyoming corporation with executive offices at
877 North 8th West, Riverton, Wyoming 82501, adopts this 2001 Stock Award Plan
effective as of January 15, 2002.

     WHEREAS, the Board of Directors of USE agreed to provide an annual
incentive compensation in the form of its common stock to certain officers of
USE as defined in SEC Rule 162-1(f) and such compensation arrangement was
approved by the shareholders of USE at its 2001 Annual Meeting in December,
2001.

     NOW THEREFORE, U.S. Energy Corp. adopts the following 2001 Stock Award
Program:

     1. An aggregate of up to 60,000 shares per year for the years 2001 through
2006 is available to be issued to five officers of USE including: John L.
Larsen, Keith G. Larsen, Daniel P. Svilar, Harold F. Herron and Robert S.
Lorimer, and Peter G. Schoonmaker, the president of its subsidiary Rocky
Mountain Gas, Inc. The taxes owed on such issuance shall be paid by USE and
provided the officer is employed by USE on the date of the grant.

     2. If fewer than 60,000 shares are issued during any year, the unissued
balance of the 60,000 share maximum will be available for issue in subsequent
years.

     3. The number of shares to be awarded each year out of such 60,000 shares
aggregate limit will be determined by the Compensation Committee of the USE
Board of Directors, and will be based on a variety of factors including the
Company's stock price, prior year's stock performance, the Company's financial
condition and business prospects and other factors deemed appropriate. Other
factors bearing on the prior year's profitability may be taken into
consideration by the USE Compensation Committee in determining the number of
shares to be issued.




     4. The actual number of shares recommended by the Compensation Committee to
be awarded to the officers will be submitted for approval by the Company's CFO
to determine the amounts. However, it is anticipated at the number of shares
shall be 10,000 per officer per year.

     5. The total number of shares issued will be divided equally among the
officers.

     6. Such shares shall be issued annually on or before January 15 of each
applicable year as long as each officer noted above is employed by USE or Rocky
Mountain Gas, Inc. However, the Board of Directors reserves the right to defer
authorization to issue the shares at a later date during the same calendar year.
One half of said compensation shall be paid by USE's subsidiary Crested Corp.

     7. Such shares shall be registered under the Securities and Exchange Act of
1933, as amended, under a Form S-8 registration statement.

U.S. ENERGY CORP.



  /s/  Keith G. Larsen
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Keith G. Larsen, President