EXHIBIT 21.1









                 VARIOUS OIL AND GAS DISCLOSURES
                    OF CHURCHILL U.S.A., INC.
                                

<PAGE>
Churchill U.S.A., Inc. ("CUSA" or the "Company") was incorporated
on January 18, 1994.  The Company is a wholly-owned subsidiary of
Churchill  Technology Inc. (the Parent).  On February  16,  1994,
the   Parent   transferred  all  its  assets,  liabilities,   and
operations to the Company.  As a result, the Company assumed  the
prior activities of the Parent, which was principally engaged  in
the  acquisition  and operation of oil and  gas  properties.   In
conjunction with the acquisition of Churchill Technology (Isle of
Man),  Ltd. by Churchill Technology Inc., the assets, liabilities
and   operations  of  Churchill  Technology  Inc.  prior  to  the
acquisition  were transferred to CUSA to be held in  trust  until
February, 2001.

The Company's subsidiaries and equity interests are as follows:

<TABLE>
<CAPTION>
                          SUBSIDIARIES
                                
     Name                                    Equity Ownership

     <S>                                     <C>
     KTP Energy, Inc. ("KTP")                       82.30%
     Churchill Energy, Inc. ("CEI")                      80.21%
     Trans Energy, Inc. ("TRANS")                 100.00%
</TABLE>

<TABLE>
<CAPTION>
                        EQUITY INTERESTS
                                
     Name                                    Equity Ownership

     <S>                                       <C>
     Caspen Oil, Inc.                               25.00%
     CSV Holdings, Inc. ("CSV")                          28.30%
</TABLE>

Recent Developments

Consolidation of Working Interest in Nukern Lease

Pursuant  to an agreement dated September 20, 1994, and finalized
on  December  1,  1994,  between Churchill U.S.A.,  Inc.,  Summit
Overseas  Exploration, Inc. and the Villiers Group plc, a  public
limited  company  organized under the laws of  Northern  Ireland,
each party agreed to capitalize a
                                2
<PAGE>
newly  formed company, CSV Holdings Inc., a Colorado  corporation
("CSV")  for  the  purpose  of  administering  the  Nukern  lease
holdings  of  each to maximize the value of the lease.   To  this
end,  each  party transferred its respective working interest  in
the Nukern lease to CSV as its share of the capitalization, along
with  a  pari-parsu working capital loan to cover  the  estimated
projected  maintenance costs of the Nukern lease  through  fiscal
1995.  Of this, CUSA transferred its 24.47% working interest  for
which  it  received 28.3% of the equity in CSV and  a  production
loan  of $1,116,477.  In addition, CUSA paid $24,465 as its share
of the working capital loan.  The working capital loan is tied to
a  promissory  note  dated December 1, 1994, with  principal  and
interest, at six percent, due in full December 1, 1998.

Oil and Gas Activities

Since   its  acquisition  of  oil  and  gas  properties   through
bankruptcy  proceedings,  the Company has  been  engaged  in  the
development  of  leasehold  acreage  in  potential  oil  and  gas
producing areas, located primarily in the western United  States.
Workovers  that  will provide the greatest return  on  investment
will  be  identified and scheduled for completion.  In  addition,
new  development  and drilling projects will  be  identified  and
analyzed as to benefits and funding requirements.

The  Company  presently plans to keep exploratory drilling  to  a
minimum.  In order to do this, the Company typically enters  into
farm  out agreements or other such agreements with third  parties
with  respect  to certain of its undeveloped properties.   As  an
alternative, the Company may eventually sell certain  undeveloped
properties and attempt to retain an overriding royalty  or  other
reversionary interest.

During  fiscal  1995, two wells were successfully recompleted  by
adding  additional  pay  zones for which reserves  had  not  been
previously  assigned.   The  Colorado Oil  and  Gas  Conservation
Commission amended its rules regarding spacing and commingling in
the  Wattenberg field area of Weld and Adams Counties,  Colorado.
As  a  result, the Company is able to include behindpipe reserves
in  ten  (10) wells in which it retains ownership.  The operators
of  these  wells have proposed recompletions for exploitation  of
these  reserves  during  the 1996 Fiscal  Year.   One  additional
prospect  was farmed out for drilling during 1996.  One well  was
successfully  recompleted  during  the  1995  Fiscal  Year  which
resulted  in  commercial production from a  previously  abandoned
zone.  During the fiscal year, minority working interests in  one
property  was  disposed of through sale due to low  relative  and
future value.

The  properties are subject to royalty agreements, current  taxes
and    other   burdens,   minor   encumbrances,   easements   and
restrictions.  The Company does not believe any of the  foregoing
factors  materially detract from the value of its  properties  or
would materially interfere with future operations.
                                3
<PAGE>
The  Company's subsidiaries serve as the operators of  its  major
oil  and  gas  properties.   Being the  operator  of  a  property
increases the Company's ability to control the timing,  cost  and
method of development drilling activity on that property.

Competition

There are numerous firms which are larger, better established and
better  financed  than the Company.  The Company  has  a  limited
amount  of  money  available  for  acquisitions  and  is   at   a
competitive   disadvantage  to  firms  with   greater   financial
resources.

Many  companies and individuals are engaged in the  oil  and  gas
business.   Some  are  very  large  and  well  established   with
substantial capabilities and long earnings records.  The  Company
may  be  at a competitive disadvantage in acquiring oil  and  gas
prospects, obtaining drilling funds to explore its lease acreage,
purchasing producing properties, and marketing oil and gas  since
it  must  compete with these individuals and companies,  many  of
which  have  greater  financial resources  and  larger  technical
staffs than the Company.

The acquisition, exploration, development, production and sale of
oil  and gas interests and the production and sale of oil and gas
are  subject  to  many  factors which are outside  the  Company's
control.   These factors include worldwide and domestic  economic
conditions, oil import quotas, availability of drilling rigs  and
pipelines,  supply  and price of other fuels,  local  demand  for
natural  gas,  and the regulation of production,  transportation,
and marketing by Federal and State governmental authorities.

Environmental Regulation

Various  federal,  state and local laws and regulations  covering
the  discharge  of materials into the environment,  or  otherwise
relating  to  the protection of the environment, may  affect  the
Company's operations and costs as a result of their effect on oil
and  gas exploration, development and production operations.   It
is  not anticipated that the Company will be required in the near
future  to  expend amounts that are material in relation  to  its
total capital expenditure program by reason of environmental laws
and  regulations,  but  because such  laws  and  regulations  are
constantly  being changed, the Company is unable to  predict  the
ultimate  cost  to  it  of  complying  with  present  and  future
environmental laws and regulations.

Governmental Regulation

Domestic exploration for and production and sale of oil  and  gas
is  subject  to  federal and state governmental regulation  in  a
variety  of ways.  Legislation affecting the oil and gas industry
is  under  constant review for amendment or expansion, frequently
increasing the regulatory burden.  Also, numerous departments and
agencies,  both federal and state, are authorized by  statute  to
issue, and
                                4
<PAGE>
have issued, rules and regulations applicable to the oil and  gas
industry  that are often difficult and costly to comply with  and
that  may carry substantial penalties for failure to comply.   In
as  much as new legislation affecting the oil and gas industry is
commonplace  and  existing  laws and regulations  are  frequently
amended  or  reinterpreted, the Company is unable to predict  the
future   cost  or  impact  of  complying  with  such   laws   and
regulations.

Oil and Gas Properties

(a)  General.  As of September 30, 1995, the Company, through its
majority-owned subsidiaries, had a working interest in  25  gross
and  4.51  net  oil wells, 15 gross and 5.88 net  gas  wells  and
approximately  7,001 gross (2,929 net) developed leasehold  acres
and  5,045  gross (675 net) undeveloped leasehold  acres  in  the
states  of  Colorado, Nebraska, Oklahoma and Texas.  In addition,
the  Company  owns overriding royalty interests in 23  gross  oil
wells,  37  gross gas wells covering 9,493 gross developed  acres
and  2,960  gross  undeveloped acres in Colorado,  North  Dakota,
Oklahoma and Texas.  The Company also owns mineral interests in 6
gross  oil wells, 4 gross gas wells, 1,480 gross developed acres,
and 10,926 gross undeveloped acres.

Detailed  information with respect to the Company's oil  and  gas
properties is set forth below. The information includes  oil  and
gas properties owned by the Company's subsidiaries as shown.

(b) Oil and Gas Properties.

1.    Oil  and  Gas  Reserves.   Oil and  gas  reserves  for  the
Company's properties have been evaluated at October 1,  1995  and
October 1, 1994 for the Company's subsidiaries CEI and KTP and at
October  1,  1994  for  the Company's California  properties,  by
Savage Engineers, Petroleum Engineering Consultants.

RESERVE  CALCULATIONS BY INDEPENDENT PETROLEUM ENGINEERS  INVOLVE
THE  ESTIMATION OF FUTURE NET RECOVERABLE RESERVES OF OIL AND GAS
AND  THE  TIMING AND AMOUNT OF FUTURE NET REVENUES TO BE RECEIVED
THEREFROM.   THOSE ESTIMATES ARE BASED ON NUMEROUS FACTORS,  MANY
OF  WHICH  ARE  VARIABLE AND UNCERTAIN.  RESERVE  ESTIMATORS  ARE
REQUIRED TO MAKE NUMEROUS JUDGMENTS BASED UPON THEIR PROFESSIONAL
TRAINING, EXPERIENCE AND EDUCATIONAL BACKGROUND.  THE EXTENT  AND
SIGNIFICANCE  OF  THE JUDGMENTS IN THEMSELVES ARE  SUFFICIENT  TO
RENDER  RESERVE  ESTIMATES INHERENTLY IMPRECISE.   SINCE  RESERVE
DETERMINATIONS   INVOLVE  ESTIMATES  OF  FUTURE  EVENTS,   ACTUAL
PRODUCTION,  REVENUES AND OPERATING EXPENSES  MAY  NOT  OCCUR  AS
ESTIMATED.   ACCORDINGLY, IT IS COMMON FOR THE ACTUAL  PRODUCTION
AND  REVENUES  LATER  RECEIVED TO VARY  FROM  EARLIER  ESTIMATES.
ESTIMATES  MADE  IN  THE FIRST FEW YEARS  OF  PRODUCTION  FROM  A
PROPERTY ARE GENERALLY NOT AS RELIABLE AS LATER
                                5
<PAGE>
ESTIMATES   BASED  ON  A  LONGER  PRODUCTION  HISTORY.    RESERVE
ESTIMATES  BASED  UPON VOLUMETRIC ANALYSIS  ARE  INHERENTLY  LESS
RELIABLE  THAN THOSE BASED ON LENGTHY PRODUCTION HISTORY.   ALSO,
POTENTIALLY  PRODUCTIVE  GAS  WELLS  MAY  NOT  GENERATE   REVENUE
IMMEDIATELY  DUE  TO LACK OF PIPELINE CONNECTIONS  AND  POTENTIAL
DEVELOPMENT  WELLS MAY HAVE TO BE ABANDONED DUE  TO  UNSUCCESSFUL
COMPLETION  TECHNIQUES.  HENCE, RESERVE ESTIMATES MAY  VARY  FROM
YEAR TO YEAR.

Estimated Proved Reserves

The following tables set forth the estimated proved developed oil
and  gas reserves and proved undeveloped oil and gas reserves  of
the  Company for the fiscal years ended September 30, 1995,   and
1994,  see  Note D to CUSA's "Consolidated Financial  Statements"
and the above discussion.

<TABLE>
<CAPTION>
Proved Reserves                     Oil (Bbls)      Gas (Mcf)
<S>                                          <C>          <C>
Estimated quantity September  30,     365,243       4,839,987
1995
Estimated quantity September  30,     829,631       4,594,601
1994
</TABLE>

<TABLE>
<CAPTION>
                                     Developed   and  Undeveloped
Reserves

                             Developed    Undeveloped          Total
<S>                              <C>                            <C>
                                        <C>
Oil (Bbls)                                                          
September 30, 1995             237,026        128,217        365,243
September 30, 1994             695,240        134,391        829,631
                                                                    
Gas (Mcf)                                                           
September 30, 1995           4,747,754         92,233      4,839,987
September 30, 1994           4,314,701        279,900      4,594,601
                                                                    
</TABLE>

The  decline in oil reserves from fiscal 1994 to fiscal  1995  is
primarily due to the transfer of CUSA's Nukern lease reserves  to
CSV  Holdings, Inc.  All of the Company's producing reserves  are
located within the United States.
                                6
<PAGE>
2.   Production, Average Sales Price and Average Production Costs
(Lifting).  The following table sets forth the net quantities  of
oil   and  gas  production  (net  of  all  royalties,  overriding
royalties  and  production  due to others)  attributable  to  the
Company  for the fiscal years ended September 30, 1995  and  1994
and  the  average sales prices and average production  costs  per
unit of production.
<TABLE>
<CAPTION>
                     Year Ended        Year Ended
                    September 30,    September 30,
                        1995              1994
<S>                     <C>              <C>
Sales:                                              
     Oil (Bbls)         8,536            13,270
     Gas (Mcf)         169,545          194,134
Average     Sales                           
Price:
       Oil   (per      $16.67            $13.04
Bbl)
       Gas   (per       $1.27            $1.46
Mcf)
Average                                             
Production Costs
      Per  Equiv.       $4.02            $6.91
Bbl of Oil
</TABLE>

4.    Gross  and  Net Productive Oil and Gas Wells and  Developed
Acres.  The following table sets forth at September 30, 1995, the
Company's leasehold interests in productive oil and gas wells and
in developed acres.

<TABLE>
<CAPTION>
                                   Productive Wells<F1>

                        Gross<F2>                 Net<F3>
                           Oil           Gas                  Oil
Gas
                                          BPO                 APO
BPO           APO
September 30, 1995
    <S>             <C>           <C>    <C>    <C>    <C>    <C>
                         <C>
     KTP             1     4     0.00   0.20          2.80   1.00
     CEI            17     4     0.96   2.42          0.00   1.33
     CUSA            6     7     0.00   0.93          0.00   0.75
</TABLE>
[FN]
__________________
(1)   Includes  producing wells and wells capable of  production.
One or more completions in
     the same bore hole are counted as one well.
(2)  A gross well is a well in which a working interest is owned.
The number of gross wells
      is the total number of wells in which a working interest is
owned.
(3)   A  net  well is deemed to exist when the sum of  fractional
ownership working interests in
      gross wells equals one.  The number of net wells is the sum
of the fractional working
      interests  owned in gross wells expressed as whole  numbers
and fractions thereof.
                                7
<PAGE>
[CAPTION]
<TABLE>
                              Developed Acreage Table
                    September 30, 1995
Company/                 Interest
State                   Working %<F1>                Net  Revenue
%<F1>              Developed Acres<F2>
            BPO     APO     BPO     APO         Gross<F3 Net<F4>
                                                   >
<S>        <C>     <C>     <C>     <C>     <C>              <C
                                                <C>      >
KTP:                                                     
            0.83-    0.99   0.65-    0.81         1,920  1,789
Oklahoma     1.00            0.81
                                                              
                0    0.20       0    0.15            72     14
Texas
                                                              
CEI:                                                          
             0.96   0.04-    0.74   0.03-         2,976    879
Colorado             0.62            0.49
                                                              
CUSA:                                                         
                0    0.58       0    0.44            72     42
Texas
                                                              
             0.14       0    0.10       0           640     88
Oklahoma
                                                              
                0   0.03-       0   0.02-         1,241    107
Colorado             0.27            0.20
                                                              
                0   0.12-       0   0.10-            80       
Nebraska             0.13            0.11                   10
                                                              
                                                  7,001  2,929
</TABLE>
[FN]
___________________
(1)   Represents a range of low to high working and  net  revenue
interests, respectively.
(2)  Consists of acres spaced or assignable in productive wells.
(3)   A  gross  acres is an acre in which a working  interest  is
owned.  The number of gross
      acres  is  the  total number of acres in  which  a  working
interest is owned.
(4)   A  net  acre is deemed to exist when the sum of  fractional
ownership working interests in
      gross acres equals one.  The number of net acres is the sum
of the fractional working
     interest owned in gross acres expressed as whole numbers and
fractions thereof.  The
     net acreage as reflected herein is reduced after payout.

                                8
<PAGE>
                  Overriding Royalty Interests
                                
The  following  table  sets  forth at  September  30,  1995,  the
Company's  royalty interests in productive oil and gas wells  and
in developed acreage:

<TABLE>
<CAPTION>
                                            Productive         
Company/State              Interest (%)      Wells<F1>    Acreage<F
                                                Oil           2>
                                                Gas
                                                          
<S>                <C>         <C>                            <C>
                                          <C>     <C>
CUSA:                                                     
     Texas                    0.225%        2       0       186
                                                             
     Colorado                0.00095-       16      30     6,647
                              1.5997%
                                                             
     North Dakota              0.25%        2       0       640
                                                             
KTP:                                                         
     Oklahoma                 0.0938-       1       3      1,640
                              2.1875%
                                                             
CEI:                                                         
     Colorado              0.557-5.000%     2       4       380
</TABLE>

<TABLE>
<CAPTION>
                    Mineral Royalty Interests

Company                                      Productive       Net
County/State               Interest (%)      Wells<F1>     Acreage<F
                                                Oil           2>
                                                Gas
                                                          
<S>                <C>                                    
                           <C>            <C>     <C>     <C>
CUSA:                                                     
      Washington,             1.0938%       3       0       70
Colorado
                              0.5208%       0       3       33
                              0.3906%       3       0        5
                                                             
           Adams,             3.125%        0       1       80
Colorado
</TABLE>
[FN]
_______________________
(1)   Includes  producing wells and wells capable of  production.
One or more completions in
     the same bore hole are counted as one well.
(2)   Consists  of net acres spaced or assignable  to  productive
wells.
                                9
<PAGE>
5.    Undeveloped  Acreage.  The following tables  set  forth  at
September   30,  1995,  the  Company's  leasehold  interests   in
undeveloped acreage.

<TABLE>
<CAPTION>
                                        Working Interests
                                      Working                
                 Expiration           Interest           Acreage
                 Dates                                  Gross<F1>
                                                         Net<F2>
<S>        <C>   <C>             <C>       <C>  <C>     <C>  
                                                             <C>
CEI:                                                         
                 Held        by          38.5-        163       76
Colorado         Production              49.5%
CUSA:                                                            
                 Held        by           0.1-       4,482     549
Colorado         Production             100.0%
                 Held        by          12.1-        400       50
Nebraska         Production              12.5%
</TABLE>

<TABLE>
<CAPTION>
                                    Overriding Royalty Interests
                                           ORRI           Acreage
                   Expiration              Intere         Gross<F1>
                   Dates                   st
<S>         <C>    <C>              <C>     <C>    <C>    
                                                          <C>
CEI:                                                      
                   Held         by          2.5%             640
Colorado           Production
                                                              
CUSA:                                                         
                   Held         by          .2-             1,240
Colorado           Production               1.5%
        N.         Held         by          .25-            1,080
Dakota             Production               .44%
</TABLE>

<TABLE>
<CAPTION>
                                   Mineral Royalty Interests
                   Acreage               Owned Net<F2>
                   Gross<F1>
<S>         <C>                   <C>    
                   <C>                   <C>
CUSA:                                    
                      12,326                 1,019
Colorado
                                               
CEI:                                           
                        80                    80
Colorado
</TABLE>
[FN]
______________________
(1)   A  gross  acre  is  an acre in which a working,  overriding
royalty or mineral interest is
      owned.   The number of gross acres is the total  number  of
acres in which such interest(s)
     is (are) owned.
(2)   A  net  acre is deemed to exist when the sum of  fractional
ownership interests in gross
     acres equals one.  The number of net acres is the sum of the
fractional working interests
      owned  in  gross  acres  expressed  in  whole  numbers  and
fractions thereof.
                               10
<PAGE>
6.    Productive and Dry Exploration and Development Wells.   The
following table sets forth the number of gross and net productive
and  dry  development wells drilled in which the Company  had  an
Interest during the fiscal years 1995 and 1994.

<TABLE>
<CAPTION>
                      Fiscal Year Ended    Fiscal Year Ended
                      September  30,  1995<F1>    September   30,
1994<F1>

              Explora Develop Explora Develop
               tory    ment    tory    ment
<S>               <C>    <C>          
                              <C>     <C>
Total Gross      0       3       2      12
Wells:
                                         
Recompleted<F            3               7
2>
Drilled          0       0       0       5
Productive       0       3       0       5
Dry Holes        0       0       2       0
                                         
Total     Net  0.00    1.01      0     1.16
Wells:
                                         
Recompleted    0.00    1.01      0     1.15
Drilled        0.00    0.00      0     0.01
Productive     0.00    1.01      0     0.01
Dry Holes      0.00    0.00      0       0
</TABLE>
[FN]
________________
(1)  Includes wells participated in which the Company did not pay
drilling costs as a result of
     promotions to third parties.
(2)   Includes  wells  which  were  previously  nonproducers  and
reworked for production.

                               11