UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC FILE NO.
0-6814
CUSIP NUMBER
911805-10-9
NOTIFICATION OF LATE FILING
(Check One):
[ ]Form 10-K [ ] Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: FEBRUARY 29, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Items(s) to which the notification relates.
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Part I - Registrant Information
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Full name of Registrant U.S. ENERGY CORP.
Former Name if Applicable N/A
Address of Principal Executive Office (Street and Number)
877 NORTH 8TH WEST
City, State and Zip Code
RIVERTON, WY 82501
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate.)
(a) The reasons described in reasonable detail in Part II of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the fifteenth
[X] calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-
Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K, 11-K,
10-Q, N-SAR or the transition report or portion thereof, could not
be filed within the prescribed time period.
Due to the sale of The Brunton Company ("Brunton"),
Registrant's wholly-owned subsidiary, there was additional
accounting work and review by both the Registrant's in house and
independent accounting staff as well as legal counsel. The
statements of operations for prior periods needed to be restated on
a comparative basis to properly reflect the discontinuation of
operations from Brunton. The accounting issues that arose as a
result of the sale of Brunton took additional time to review and
resolve to properly reflect the financial position as of February
29, 1996 and the results of operations and changes in cash position
for the three and nine months ended February 29, 1996 and February
28, 1996. Registrant has only one accountant in addition to its
Chief Financial Officer and a number of competing demands including
a tax audit by the Internal Revenue Service.
The Registrant will file the Form 10-Q Report on or before
April 19, 1996.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard
to this notification.
R. SCOTT LORIMER (307) 856-9271
(2) Have all other periodic reports required under section 13
or 15(d)of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such report(s)) been filed? If the answer is no, identify
reports(s).
[ X ]Yes [ ]No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included in
the subject report or portion thereof?
[ X ]Yes [ ]No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
The nine months ended February 29, 1996 is expected to show a
loss from continuing operations of approximately $1.8 million
compared to a loss of approximately $1.4 million for the nine
months ended February 28, 1995. As a result of a gain of
approximately $2.3 million from the sale of a subsidiary
corporation in a discontinued segment of Registrants business,
however, Registrant will report net income of approximately
$840,000 for the nine months ended February 29, 1996 compared to a
net loss of approximately $1.3 million for the nine months ended
February 28, 1995. For the comparable three months periods,
Registrant had a loss from continuing operations of approximately
$1.0 million in the three months ended February 29, 1996, compared
to approximately $270,000 in 1995, and net income of approximately
$1.2 million in the three months ended February 29, 1996, compared
to a net loss of $328,400 in the three months ended February 28,
1995.
U.S. ENERGY CORP.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 16, 1996 By: s/ R. Scott Lorimer
___________________ __________________________________
R. SCOTT LORIMER
Chief Financial Officer
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