Exhibit 23.2










               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have issued our report dated February 18, 2003, accompanying the consolidated
financial   statements  of  U.S.  Energy  Corp.  (a  Wyoming   Corporation)  and
Subsidiaries  appearing  in  the  2002  Annual  Report  of  the  Company  to its
shareholders and accompanying the schedule  included in the Transition Report on
Form 10-K as of and for the seven  months  ended  December  31,  2002  which are
incorporated by reference in this Registration Statement on Form S-3. We consent
to  the  incorporation  by  reference  in  the  Registration  Statement  of  the
aforementioned  reports  and to the use of our  name  as it  appears  under  the
caption "Experts."






GRANT THORNTON LLP

Oklahoma City, Oklahoma
December 2, 2003