UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~May 1731, 2006 (~~January~~May 1329, 2006)

CRESTED CORP.

(Exact Name of Company as Specified in its Charter)

Colorado	0-8773	84-0608126
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
incorporation or organization)		Identification No.)

Glen L. Larsen Building
877 North 8^th West Riverton, WY		82501
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (307) 856-9271

Not Applicable Former Name, Former Address or Former Fiscal Year,, If Changed From Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Section 1:8 ~~Registrant’s~~Other ~~Business and Operations~~Event

Item 18.01. ~~Amendment of~~ aOther ~~Material Definitive Agreement~~Event

OnSutter ~~January~~Gold ~~13,~~Mining ~~2006, Crested Corp~~Inc. ~~and~~(TSX-VX: ~~USE.~~SGM) ~~(acting~~successfully asclosed ~~their~~a ~~joint~~$3 ~~venture~~million ~~USECC~~(Cdn) private ~~amended~~placement ~~their~~to ~~December~~fund 8,a ~~2004~~combined ~~Purchase~~underground and ~~Sale~~surface ~~Agreement~~diamond ~~with~~drill ~~Uranium~~program and feasibility ~~Power~~study on its Sutter Gold Mine which is an advanced stage gold ~~Corp.~~project ~~UPC~~in ~~has~~the ~~paid~~historic ~~USECC~~Mother ~~US$2~~Lode located about 50 miles southeast of Sacramento,~~152,011~~ CA.89 ~~pursuant~~The 18,000 foot drill program is scheduled to ~~the~~start ~~amendment~~this June. Sutter Gold Mining Inc. is a majority-owned subsidiary of U.S. Energy Corp., and a minority-owned subsidiary of Crested Corp.

· The private ~~original~~placement ~~agreement~~consisted ~~required~~of ~~UPC~~12,062,000 tounits ~~pay~~offered ~~USECC~~at $~~800,000~~0.25 ~~and~~(Cdn) ~~issue~~per unit. Each ~~750,000~~unit ~~shares~~comprises ofone ~~UPC~~common ~~stock~~share onand ~~June~~one ~~29,~~24-month ~~2006,~~warrant. ~~and~~The ~~pay~~warrants may be anexercised ~~additional~~to ~~$800,000~~purchase ~~and~~one ~~issue~~common ~~750,000~~share ~~more~~at ~~shares~~a price of ~~UPC~~$0.35 ~~stock~~(Cdn) onper ~~December~~share. IBK ~~29,~~Capital ~~2006~~Corp. ~~UPC~~of ~~has~~Toronto, ~~paid~~Ontario ~~the~~acted ~~$1.6~~as ~~million~~the ~~cash~~placement ~~and~~agent ~~the~~for 1the Company.5 ~~million~~The ~~shares~~private ~~will~~placement beoffering ~~issued~~is subject to ~~USE~~TSX Venture Exchange approval and ~~Crested~~a infour-month ~~equal~~hold ~~amounts~~period from the date of ~~750~~issuance. The units were not offered to,~~000~~ ~~shares~~and none were purchased by, persons resident in the United States.

· The 2006 drill ~~original~~program ~~agreement~~will ~~required~~be ~~UPC~~divided tobetween ~~pay~~underground toand ~~USECC~~surface $1holes.5 ~~million~~The on24 hole underground ~~April~~step-out ~~29,~~and ~~2006,~~infill ~~and~~drill anprogram ~~additional~~will ~~$1.5~~further ~~million~~define onareas ~~October~~with significant ~~29,~~mineralized ~~2006.~~material ~~This~~in ~~payment~~six ~~schedule~~vein ~~has~~structures ~~been~~at ~~extended~~the ~~one~~southern ~~year,~~end of the toComet ~~require~~zone. ~~the~~The ~~payments~~underground ondrill ~~April~~stations ~~29,~~will ~~2007~~be ~~and~~located ~~October~~at ~~29,~~the ~~2007~~end of the existing 2,850 ~~provided~~foot ~~that~~decline. ~~UPC~~The is9 ~~required~~to 12 hole surface drill program is to ~~pay~~grid test ~~50%~~an ofarea ~~all~~containing ~~money~~what itmay ~~raises~~be ~~after~~another ~~January~~significant 13mineralized zone in the K5 Vein, ~~2006~~historically ~~until~~mined on Sutter's property at the ~~two~~South ~~$1.5~~Spring ~~million~~Hill ~~payments~~Mine. Historical ~~are~~records ~~made,~~from ~~regardless~~this area of the ~~one~~K5 ~~year~~Vein ~~extension~~reported that portions of the vein were mined with widths ranging from 8 to 70 feet from the mine's drifts and crosscuts.

· The funds will ~~amendment~~be ~~requires~~used ~~UPC~~for tofurther ~~pay~~exploration ~~USECC~~of the ~~$152,011.89~~Sutter ~~outstanding~~Gold ~~balance~~Mine ~~for~~in ~~the 2005 uranium property drilling program~~ California and ~~an additional $400,000 of $775,440 budgeted~~ for ~~the~~general ~~first~~working ~~half of the 2006 drilling program~~capital. ~~UPC has paid this $552,011.89.~~

The original agreement required UPC to pay a total of $4,050,000 and 4 million shares of UPC stock. However, the cash portion was subject to increase by $3 million (in two $1.5 million installments) if the uranium oxide price (long term indicator) attained or exceeded $30.00/lb for four consecutive weeks. This price benchmark was achieved on June 20, 2005, which resulted in the two $1.5 million payments being required on April 29 and October 29, 2006.

The original agreement required two additional payments each of $800,000 cash and 750,000 UPC shares (total $1,600,000 cash and 1,500,000 UPC shares) due on June 29, 2007 and December 29, 2007. These payment requirements have not been amended and remain due in accordance with the original agreement.

As provided for in the original agreement, UPC would own nothing in the properties subject to the agreement if UPC fails to make any payments on time.

Except as amended, the original agreement is unchanged. For more information on the original agreement, see the Form 8-K filed on December 13, 2004.

Item 9.01 Financial Statements and Exhibits

(b) Amendment to Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRESTED CORP.
Dated: January 17, 2006	By:	/s/Harold F. Herron
Dated: May 31, 2006	By:	/s/ Harold F. Herron
		President
		Harold F. Herron, President

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