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): ~~July~~December 1322, 2006 (~~July~~December 1020, 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 8: Other ~~Event~~Events.

Item 8.01. Other Events ~~Event~~- Offer to Merge Crested Corp. into U.S. Energy Corp.

On ~~July 10~~ December 20, 2006, ~~Crested~~the ~~Corp.~~special ~~(“Crested)~~committee ~~and~~of the board of directors of U.S. Energy Corp. (“~~USEG~~USE”) ,met ~~d/b/a~~with the ~~USECC~~ ~~Joint~~special ~~Venture~~committee of the board of directors of Crested Corp. (“~~USECC~~Crested”). ~~signed~~Following anextensive ~~Exclusivity~~discussions ~~Agreement~~between ~~with~~the ~~sxr Uranium~~two ~~One~~ committees, ~~Inc.~~the ~~(“Uranium~~USE ~~One”~~special orcommittee ~~“SXR”),~~proposed ~~which~~a ismerger ~~headquartered~~of inCrested ~~Toronto~~into USE, ~~Canada~~by ~~with~~ means ~~offices~~of inan ~~South~~offer ~~Africa~~to ~~and~~acquire ~~Australia~~the ~~(TSE~~minority ~~and~~shares ~~JSE~~of ~~“SXR”).~~Crested, ~~Upon~~based ~~signing~~on ~~the~~an ~~Exclusivity~~ exchange ~~Agreement,~~ratio ~~the~~of ~~Term~~one ~~Sheet~~share ~~(signed~~of bycommon ~~Uranium~~stock ~~One,~~of ~~and~~USE byfor ~~USEG~~every two shares ~~and~~ of Crested oncommon ~~June~~stock ~~22,~~not ~~2006)~~held ~~became~~by ~~effective.~~USE ~~The~~(which ~~Term~~owns ~~Sheet~~71% ~~sets~~of ~~forth~~ the ~~indicative~~ ~~terms~~Crested ofcommon stock). aBoth ~~proposed~~special ~~sale~~committees ofare ~~the~~comprised ~~majority~~ of ~~the~~independent ~~USEG~~outside ~~and Crested’s~~board ~~uranium~~ members ~~assets~~of tothe ~~Uranium~~respective ~~One~~companies.

~~Under~~The ~~the~~ offer ~~terms~~ also ofprovided ~~the~~that Exclusivity Agreement, Uranium One will pay to USECC US $750,000 cash (nonrefundable, except for material breach of the Exclusivity Agreement) for the exclusive right to purchase the USECC uranium assets, including the Shootaring Canyon uranium mill in southeast Utah (and all geological libraries and other intellectual property related to the acquired assets and the mill), for a period of up to 270 days (an initial six month period, plus an optional three month extension). During this time, the parties will prepare definitive acquisition agreements. Subject to satisfactory results on Uranium One’s due diligence review and obtaining all required approvals associated with the sale and purchase of the assets, the definitive agreements would be signed and the sale closed as soon as possible.

In(i) ~~addition, USECC anticipates that it will continue exploratory and other work~~ USE on would ~~some~~ vote orin ~~all~~line ofwith the ~~assets.~~vote ~~The~~of ~~Exclusivity~~a ~~Agreement~~majority ~~provides~~of ~~that when~~ the ~~assets~~ ~~acquisition~~holders isof ~~closed,~~the ~~Uranium One will reimburse USECC for those~~Crested ~~expenses~~ minority shares; ~~which have been pre-approved by Uranium One.~~

~~Under~~(ii) ~~the~~ USE ~~Term~~ may decline ~~Sheet~~to consummate the merger, ~~Uranium~~even ~~One~~after ~~has~~approval by the ~~right~~holders toof a majority ~~purchase~~of the ~~assets~~minority ~~under~~Crested shares, if the ~~following~~holders of more than 200,000 ~~terms:~~ Crested shares perfect their rights to dissent from the merger under Colorado law or for other reasons, in USE’s sole discretion; and

·(iii) USCrested ~~$49,250,000~~ shares inof ~~Uranium One~~ common stock atissuable aunder ~~set~~options ~~price~~held atby ~~closing~~USE ~~(the~~officers, ~~set~~directors, ~~price is~~ and ~~the~~employees ~~volume~~would ~~weighted~~participate ~~average~~in ~~price~~the ofoffer ~~Uranium~~on ~~One stock for~~ the 10same ~~days~~exchange ratio ~~prior to~~ basis ~~signing~~ as the ~~Exclusivity~~Crested ~~Agreement,~~minority ~~which~~shareholders is(the USnumber ~~$7.45~~of ~~per~~Crested ~~share~~option orshares would ~~Cdn~~be ~~$8.32). This~~ determined ~~represents~~by the ~~$50~~extent ~~million~~to ~~portion,~~which ~~less~~Crested’s ~~the~~market ~~cash~~price ~~paid~~exceeds ~~for~~ the ~~Exclusivity~~$1.71 ~~Agreement~~ option exercise price).

~~· US~~The ~~$20~~ Crested special committee accepted the offer. Thereafter, the special committees ~~million~~ recommended into ~~cash~~their ~~upon~~respective full boards that the ~~start~~merger ofoffer ~~commercial~~be ~~operation~~approved. On ofDecember 20, 2006, the ~~Shootaring~~full boards of directors of USE and Crested Corp. ~~Canyon uranium~~ voted ~~mill~~to approve the merger offer.

~~· US~~Consummation ~~$7.5 million~~ of inthe ~~cash~~merger ~~upon~~is subject to execution of definitive documents; USE delivering to the ~~first~~Crested ~~delivery~~minority shareholders a proxy statement/prospectus (following declaration of ~~mineralized~~effectiveness ~~material~~by the SEC of a Form S-4 to be filed by USE with the SEC) for a ~~commercial~~special meeting of the Crested shareholders; approval of ~~uranium~~ the merger ~~mill~~by ~~from~~the ~~any~~holders of a majority of the ~~purchased~~minority ~~properties~~Crested ~~that~~shares; ~~are~~and satisfaction ~~subject~~of customary representations and warranties to be contained in the ~~Agreement~~ definitive documents. The Board of Directors is recommending that approval of the merger agreement be given by the shareholders of Crested Corp. USE will not seek USE shareholder approval of the merger.

~~· A~~For ~~cash royalty~~ information ~~equivalent~~on tothe 5%appointment of the ~~revenues~~special ~~derived~~committees, ~~from~~please ~~the~~see ~~sales value of~~the ~~any~~ Forms ~~commodity~~ 8-K ~~produced~~filed ~~from~~by ~~the~~USE ~~Shootaring~~and ~~Canyon~~Crested ~~uranium~~on ~~mill~~October 13, ~~to a maximum royalty payment of US $12~~2006.~~5 million.~~

~~USECC~~Navigant ~~holds~~ Capital aAdvisors, 4%LLC ~~net~~is ~~profits~~acting ~~interest~~as onfinancial ~~Rio~~advisor ~~Tinto’s~~to ~~Jackpot~~the ~~uranium~~USE ~~property located~~special on committee, ~~Green~~and ~~Mountain~~Neidiger inTucker ~~Wyoming~~Bruner Inc. ~~This~~is ~~interest~~acting ~~will~~as ~~not~~financial beadvisor to ~~included in~~ the ~~agreement~~ Crested tospecial ~~sell uranium assets to SXR~~committee. ~~SXR~~These ~~has~~firms ~~announced~~will ~~that~~deliver itopinions ~~may~~to ~~acquire~~USE and Crested, to the ~~Sweetwater~~effects ~~mill~~that ~~and~~ the ~~Green~~exchange ~~Mountain~~ratio ~~properties~~is ~~from~~fair ~~Rio~~to ~~Tinto,~~USE ~~separate from~~and to the ~~proposed~~Crested minority ~~transaction~~shareholders, ~~with USECC~~respectively.

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: July 13, 2006	By:	/s/ Harold F. Herron
Dated: December 22, 2006	By:	/s/ HAROLD F. HERRON
		Harold F. Herron, President
		President

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