U.S. ENERGY CORP.
893,675 COMMON SHARES
SEC FILE NO. 033-64773
PROSPECTUS SUPPLEMENT
DATED AUGUST 13, 1996
TO
PROSPECTUS DATED MAY 30, 1996
FILED PURSUANT TO RULE 424(b)(1) OF
THE SECURITIES ACT OF 1993, AS AMENDED
Up to a total of 25,000 shares of the Common Stock of the
Company may be pledged by on of the Selling Stockholders (The Hedge
Fund) to Bear, Stearns Securities Corp. ("Bear Stearns") pursuant
to the margin provisions of their customer agreements with Bear
Stearns. Upon a default by such Selling Stockholder, Bear Stearns
may offer and sell the pledged shares of Common Stock from time to
time as described under the heading "Plan of Distribution" in the
Prospectus dated May 30, 1996.
This Prospectus Supplement is intended to supplement the
Prospectus dated May 30, 1996 and is filed under Rule 424(b)(1) of
the Securities Act of 1933, as amended.
The date of this Supplement is August 13, 1996.
