CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas Noonan, the Chief Accounting Officer, certify that:

1.        I have reviewed this Quarterly Report on Form 10-Q of U.S. Energy
          Systems Inc.

2.        Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this report.

3.        Based on my knowledge, the financial statements, and other financial
          information included in this report, fairly present in all material
          respects the financial condition, results of operations and cash flows
          of the registrant as of, and for, the periods presented in this
          report.

4.        The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant
          and have:

(a)       designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

(b)       evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

(c)       disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting.

5.        The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation of internal controls over financial
          reporting, to the registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing equivalent
          functions):

(a)       all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

(b)       any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls over financial reporting.



Dated: May 14, 2004


                 /s/ THOMAS NOONAN
                     -------------
                     Thomas Noonan
                     Chief Accounting Officer
                    (Principal Accounting Officer and Financial Officer)