Amended Quarterly Report (10-q/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

þ	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Quarterly Period Ended September 30, 2016

¨	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from to

Commission File Number 000-6814

U.S. ENERGY CORP.
(Exact Name of Registrant as Specified in its Charter)
Wyoming		83-0205516
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4643 S. Ulster Street, Suite 970, Denver, CO		80237
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		(303) 993-3200

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 registrant 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO þ

The registrant had 5,134,506 shares of its $0.01 par value common stock outstanding as of November 16, 2016.

EXPLANATORY NOTE

We are filing this Form 10-Q/A to correct an error on the cover page of the original filing on November 21, 2016 that indicated we are considered a shell company. We have corrected the cover page in this amendment to indicate that we are not a shell company (as defined in Rule 12b-2 of the Exchange Act). No other changes were made to our Form 10-Q as originally filed on November 21, 2016.

Item 6. Exhibits

10.1	Fourth Amendment to Credit Agreement with Wells Fargo Bank, N.A. (incorporated by reference from Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed August 15, 2016)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
31.2*	Certification of principal financial officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
32.1∞	Certification under Rule 13a-14(b) of Chief Executive Officer and principal financial officer
101.INS∞	XBRL Instance Document
101.SCH∞	XBRL Schema Document
101.CAL∞	XBRL Calculation Linkbase Document
101.DEF∞	XBRL Definition Linkbase Document
101.LAB∞	XBRL Label Linkbase Document
101.PRE∞	XBRL Presentation Linkbase Document

* Filed herewith.

∞ Incorporated by reference to the Company's quarterly report on Form 10-Q filed November 21, 2016.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.