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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.      )*

U.S. Energy Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
911805109
(CUSIP Number)
July 3, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
911805109 
  

 

           
1   NAMES OF REPORTING PERSONS:
Corriente Advisors, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   1,207,018
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   1,207,018
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,207,018
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  5.9%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO/IA

 

                     
CUSIP No.
  
911805109 
  

 

           
1   NAMES OF REPORTING PERSONS:
Mark L. Hart III
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  5   SOLE VOTING POWER:
     
NUMBER OF   1,207,018
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   1,207,018
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,207,018
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  5.9%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 

Item 1.
  (a)   Name of Issuer
 
      U.S. Energy Corp.
 
  (b)   Address of Issuer’s Principal Executive Offices
 
      Glen L. Larsen Building, 877 North 8th West, Riverton, Wyoming 82501
Item 2.
  (a)   Name of Person Filing
               This statement is jointly filed by and on behalf of Corriente Advisors, LLC and Mark L. Hart III.
               Corriente Advisors serves as an investment adviser and/or manager to other persons. Corriente Advisors may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of other persons. Mr. Hart is the manager of Corriente Advisors. Mr. Hart may be deemed to beneficially own securities owned and/or held by and/or for the account and/or benefit of Corriente Advisors.
               Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
               Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
  (b)   Address of Principal Business Office or, if none, Residence
               The address of the principal business office of each of the reporting persons is 201 Main Street, Suite 1800, Fort Worth, Texas 76102.
  (c)   Citizenship
               See disclosure provided in response to Item 4 on the cover page(s) hereto.
  (d)   Title of Class of Securities
               Common Stock of U.S. Energy Corp.
  (e)   CUSIP Number
               911805109
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

 

         
(a)
  o   A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
        
(b)
  o   A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
        
(c)
  o   An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
        
(d)
  o   An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
        
(e)
  o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
        
(f)
  o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
        
(g)
  o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
        
(h)
  o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
        
(i)
  o   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
        
(j)
  o   A group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.   Ownership.
  (a)   Amount beneficially owned:
 
      See disclosure provided in response to Item 9 on the cover page(s) hereto.
 
  (b)   Percent of class:
 
      See disclosure provided in response to Item 11 on the cover page(s) hereto.
 
  (c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote:
 
      See disclosure provided in response to Item 5 on the cover page(s) hereto.
 
  (ii)   Shared power to vote or to direct the vote:
 
      See disclosure provided in response to Item 6 on the cover page(s) hereto.
 
  (iii)   Sole power to dispose or to direct the disposition of:
 
      See disclosure provided in response to Item 7 on the cover page(s) hereto.
 
  (iv)   Shared power to dispose or to direct the disposition of:
 
      See disclosure provided in response to Item 8 on the cover page(s) hereto.

 

 

Item 5.   Ownership of 5% or Less of a Class.
               If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Item 6.   Ownership of More than 5 Percent on Behalf of Another Person
               Corriente Master Fund, L.P. is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement that may be deemed to be beneficially owned by the reporting persons.
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
               Not Applicable
Item 8.   Identification and Classification of Members of the Group
               Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
Item 9.   Notice of Dissolution of Group
               Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
Item 10.   Certifications
     (a) Not Applicable
     (b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE
               Each reporting person certifies that, after reasonable inquiry and to the best of such reporting person’s knowledge and belief, the information set forth in this statement is true, complete and correct.
         
  Corriente Advisors, LLC
 		  
  By:   /s/ Mark L. Hart III   
  Name:   Mark L. Hart III   
  Title:   Chairman and CEO   
 
  Mark L. Hart III
 		  
  By:   /s/ Mark L. Hart III   
  Name:   Mark L. Hart III   
       
 

 

 

EXHIBIT INDEX
     
Exhibit    
No.   Description of Exhibit
99.1
  Joint Filing Agreement dated July 13, 2007 between Corriente Advisors, LLC and Mark L. Hart III