UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Mark
One)
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þ
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Annual
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year Ended December 31, 2008
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¨
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Transition
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 for the transition period from ___________ to
___________
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Commission
file number 000-6814
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U.S.
ENERGY CORP.
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(Exact
Name of Company as Specified in its
Charter)
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Wyoming
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83-0205516
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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877
North 8th West, Riverton, WY
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82501
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(307)
856-9271
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Securities
registered pursuant to Section 12(b) of the Act:
None
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Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.01 par value
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(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. YES ¨ NO
þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. YES ¨ NO
þ
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES þ NO
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large accelerated
filer ¨ Accelerated
filer þ Non-accelerated
filer ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).YES ¨ NO
þ
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter (June 30, 2008) $69,971,930.
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Class
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Outstanding
at March 9, 2009
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Common
stock, $.01 par value
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21,521,329
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Documents incorporated by
reference: None.
Indicate
by check mark if disclosure of delinquent filers, pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the best of
the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K ¨.
U.S.
Energy Corp. files this amended report to replace the improper certifications
inadvertently filed with the original report, with the proper certifications
required by Rule 13a-14(a). The proper certifications are filed
herewith as Exhibits 31.1 and 31.2.
PART
IV
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ITEM
15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, REPORTS AND
FORMS 8-K
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Exhibit
No.
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Title
of Exhibit
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31.1
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Certification
under Rule 13a-14(a) Keith G. Larsen
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*
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31.2
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Certification
under Rule 13a-14(a) Robert Scott Lorimer
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*
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*
Filed herewith
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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U.S.
ENERGY CORP. (Registrant)
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Date:
April 2, 2009
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By:
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/s/
Keith G. Larsen
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KEITH
G. LARSEN, Chief Executive Officer
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
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Date:
April 2, 2009
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By:
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/s/
Keith G. Larsen
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KEITH
G. LARSEN, Director, Chairman and CEO
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Date:
April 2, 2009
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By:
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/s/
Robert Scott Lorimer
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ROBERT
SCOTT LORIMER
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Principal
Financial Officer/
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Chief
Accounting Officer, and Director
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Date:
April 2, 2009
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By:
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/s/
Mark J. Larsen
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MARK
J. LARSEN, President and Director
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Date:
April 2, 2009
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By:
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/s/
Allen S. Winters
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ALLEN
S. WINTERS, Director
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Date:
April 2, 2009
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By:
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/s/
H. Russell Fraser
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H.
RUSSELL FRASER, Director
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Date:
April 2, 2009
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By:
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/s/
Michael T. Anderson
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MICHAEL
T. ANDERSON, Director
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Date:
April 2, 2009
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By:
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/s/
Michael H. Feinstein
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MICHAEL
H. FEINSTEIN, Director
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