SECURITIES AND EXCHANGE
                        COMMISSION WASHINGTON, D.C. 20549

                              --------------------


                                  FORM 10-QSB/A


(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended April 30, 2000

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     FOR THE TRANSACTION PERIOD FROM ______________ TO ______________


                             COMMISSION FILE NUMBER:
                                     0-10238

                            U.S. ENERGY SYSTEMS, INC.

           DELAWARE                                             52-1216347
   (STATE OR JURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)

                              515 N. FLAGLER DRIVE
                                    SUITE 702
                            WEST PALM BEACH, FL 33401
                    (Address of Principal Executive Offices)

                                 (561) 820-9779
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                             Yes [ ]          No [X]

     Check whether the registrant filed all documents and reports required to be
filed by  Section  12, 13 or 15(d) of the  Exchange  Act after  distribution  of
securities under a plan confirmed by a court.

                             Yes [X]          No [ ]

     State the  number of shares  outstanding  of each of  issuer's  classes  of
common equity, as of May 31, 2000:

         Title of Class                             Number of Shares
         --------------                             ----------------
             Common                                    6,214,538

           Transitional Small Business Disclosure Format (check one):

                             Yes [ ]          No [X]

                                      A-1

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                   U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                                           April 30, 2000   January 31, 2000
                                                                            (unaudited)         (audited)
                                                                            ------------      ------------

<S>                                                                         <C>               <C>
ASSETS
Current assets:
   Cash                                                                     $  2,680,000      $    301,000
   Accounts receivable (less allowance for doubtful accounts $15,000)            572,000           532,000
   Notes receivable - current portion                                             20,000            20,000
   Other current assets                                                          551,000           352,000
   Life insurance claim receivable                                                               1,001,000
                                                                            ------------      ------------

     Total current assets                                                      3,823,000         2,206,000
Property, plant and equipment, net                                             5,932,000         5,881,000
Notes receivable, less current portion                                         1,753,000         1,752,000
Accrued interest receivable                                                      459,000           459,000
Investments in joint ventures:
   Lehi Independent Power Associates, L.C                                        872,000           886,000
   Plymouth Cogeneration Limited Partnership                                     445,000           470,000
Deferred acquisition costs                                                       450,000           397,000
Deferred financing costs                                                         557,000           480,000
Goodwill, net                                                                  1,760,000         1,796,000
Other assets                                                                       9,000            27,000
                                                                            ------------      ------------
                                                                            $ 16,060,000      $ 14,354,000
                                                                            ============      ============

LIABILITIES
Current liabilities:
   Current portion of long-term debt                                        $    188,000      $    169,000
   Note payable - bank                                                           148,000           300,000
   Accounts payable and accrued expenses                                         629,000           717,000
   Payable to estate of former officer                                           332,000           375,000
   Litigation settlement payable                                                                   900,000
                                                                            ------------      ------------

     Total current liabilities                                                 1,297,000         2,461,000
Long-term debt, less current portion                                             444,000           384,000
Convertible subordinated debentures                                              366,000           366,000
Advances from joint ventures                                                     102,000            90,000
                                                                            ------------      ------------

     Total liabilities                                                         2,209,000         3,301,000
                                                                            ------------      ------------

Minority interests                                                               559,000           559,000
                                                                            ------------      ------------

Contingencies

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, authorized 10,000,000 shares:
   Series A, cumulative, convertible, issued and outstanding 277,778
     shares (liquidation value of $2,556,000)                                      3,000             3,000
   Series B, cumulative, convertible, issued and outstanding 509 shares             --                --
Common stock, $.01 par value, authorized 50,000,000 shares; issued
   6,190,469 and 5,364,124 shares as of April 30, 2000 and January 31,
   2000, respectively                                                             62,000            54,000
Treasury stock, 7,600 shares of common stock at cost                             (15,000)          (15,000)
Additional paid-in capital                                                    21,566,000        18,425,000
Accumulated deficit                                                           (8,324,000)       (7,973,000)
                                                                            ------------      ------------
                                                                              13,292,000        10,494,000
                                                                            ------------      ------------

                                                                            $ 16,060,000      $ 14,354,000
                                                                            ============      ============
</TABLE>

               See notes to financial statements

                                      A-2

<PAGE>

                   U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    Three Months Ended April 30,
                                                                    ----------------------------
                                                                        2000             1999
                                                                    -----------      -----------
<S>                                                                 <C>              <C>
Revenues                                                            $ 1,108,000      $   902,000
                                                                    -----------      -----------

Cost and expenses:
     Operating expenses                                                 741,000          594,000
     Administrative expenses                                            491,000          466,000
     Litigation settlements and costs                                     2,000            1,000
     Depreciation and amortization                                      165,000          134,000
                                                                    -----------      -----------
                                                                      1,399,000        1,195,000
                                                                    -----------      -----------
Loss before interest income (expense) and extraordinary item           (291,000)        (293,000)
Interest income                                                          15,000           70,000
Interest expense                                                        (36,000)         (35,000)
Equity in loss from joint ventures                                      (39,000)         (24,000)
Minority interest                                                          --             (5,000)
                                                                    -----------      -----------

Loss before extraordinary item                                         (351,000)        (287,000)
Extraordinary gain on exchange of debentures to preferred stock            --             69,000
                                                                    -----------      -----------

NET LOSS                                                               (351,000)        (218,000)
Dividends on preferred stock                                            (68,000)         (55,000)
                                                                    -----------      -----------

LOSS APPLICABLE TO COMMON STOCK                                     $  (419,000)     $  (273,000)
                                                                    ===========      ===========

LOSS PER SHARE OF COMMON STOCK - BASIC AND DILUTED:
     LOSS BEFORE EXTRAORDINARY ITEM                                 $     (0.07)     $     (0.07)
     EXTRAORDINARY ITEM                                             $      --        $      0.02
                                                                    -----------      -----------
     NET LOSS                                                       $     (0.07)     $     (0.05)
                                                                    ===========      ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                            5,672,613        5,156,488
                                                                    ===========      ===========
</TABLE>

                   See notes to financial statements

                                      A-3

<PAGE>

                      U.S. ENERGY SYSTEMS AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL
                        Three Months Ended April 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                       Preferred Stock -- Series A      Preferred Stock -- Series B         Treasury Stock
                                       ----------------------------     ---------------------------    ----------------------------

                                         Number                            Number                         Number
                                        of Shares          Amount        of Shares         Amount       of Shares          Amount
                                       -----------      -----------     -----------     -----------    -----------      -----------
<S>                                        <C>          <C>                     <C>     <C>                 <C>         <C>

BALANCE , JANUARY 31, 2000                 250,000            3,000             509             (*)         (7,600)         (15,000)

Cash paid for fractional shares

Shares issued for exercised warrants

Shares issued for excercised options

Net (Loss) for the quarter
     ended April 30, 2000

Dividends on Preferreed Stock:
     Series A
     Series B

                                       -----------      -----------     -----------     -----------    -----------      -----------

BALANCE, APRIL 30, 2000                    250,000      $     3,000             509     $      --           (7,600)     $   (15,000)
                                       ===========      ===========     ===========     ===========    ===========      ===========

<CAPTION>
                                              Common Stock
                                       ---------------------------     -----------     -----------      -----------
                                                                       Additional
                                          Number                         Paid-in       Accumulated
                                        of Shares        Amount          Capital         Deficit           Total
                                       -----------     -----------     -----------     -----------      -----------
<S>                                      <C>           <C>             <C>             <C>              <C>

BALANCE , JANUARY 31, 2000               5,356,524     $    54,000     $18,425,000     $(7,973,000)     $10,494,000

Cash paid for fractional shares                 (2)

Shares issued for exercised warrants       689,447          7,000        2,751,000                        2,758,000

Shares issued for excercised options       144,500          1,000          458,000                          459,000

Net (Loss) for the quarter
     ended April 30, 2000                                                                 (351,000)        (351,000)

Dividends on Preferreed Stock:
     Series A                                                              (56,000)                         (56,000)
     Series B                                                              (12,000)                         (12,000)

                                       -----------     -----------     -----------     -----------      -----------

BALANCE, APRIL 30, 2000                  6,190,469     $    62,000     $21,566,000     $(8,324,000)     $13,292,000
                                       ===========     ===========     ===========     ===========      ===========
</TABLE>

(*)  Less than $1,000

                        See notes to financial statements

                                      A-4

<PAGE>

                   U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                              Three Months Ended April 30,
                                                                                              ----------------------------
                                                                                                 2000              1999
                                                                                              -----------      -----------
<S>                                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                                  $  (351,000)     $  (218,000)
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
      Depreciation and amortization                                                               165,000          134,000
      Equity in loss of joint ventures                                                             39,000           24,000
      Minority interest                                                                              --              5,000
      Gain from exchange of debentures for preferred stock                                           --            (69,000)
      Changes in:
        Accounts and notes receivable, trade                                                      (40,000)         408,000
        Other current assets                                                                     (199,000)        (175,000)
        Other assets                                                                              (59,000)         (50,000)
        Accounts payable and accrued expenses                                                     (88,000)         (38,000)
        Litigation settlement payable                                                            (900,000)
        Life insurance proceeds, net of costs and expenses                                        958,000             --
                                                                                              -----------      -----------

      Net cash provided by (used in) operating activities                                        (475,000)          21,000
                                                                                              -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Loans to Reno Energy LLC                                                                       (1,000)         (30,000)
    Repayments of loan by Reno Energy, LLC                                                           --             29,000
    Acquisition of equipment and leasehold improvements                                          (180,000)         (74,000)
    Deferred acquisition costs                                                                    (53,000)         (59,000)
                                                                                              -----------      -----------

      Net cash used in investing activities                                                      (234,000)        (134,000)
                                                                                              -----------      -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments of notes payable                                                                    (152,000)        (197,000)
    Payment of long-term debt                                                                      79,000          (20,000)
    Proceeds from exercise of options and warrants                                              3,217,000             --
    Purchase of treasury shares                                                                      --            (12,000)
    Dividends on preferred stock                                                                  (68,000)         (55,000)
    Advances from joint ventures                                                                   12,000           17,000
                                                                                              -----------      -----------


      Net cash provided by (used in) financing activities                                       3,088,000         (267,000)
                                                                                              -----------      -----------

NET INCREASE (DECREASE) IN CASH                                                                 2,379,000         (380,000)
Cash - beginning of period                                                                        301,000          776,000
                                                                                              -----------      -----------

    CASH - END OF PERIOD                                                                      $ 2,680,000      $   396,000
                                                                                              ===========      ===========

Supplemental disclosure of cash flow information:
    Cash paid for interest                                                                    $    41,000      $    32,000

Supplemental schedule of non cash financing activities                                               None             None
</TABLE>


                        See notes to financial statements

                                      A-5

<PAGE>

                   U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED APRIL 30, 2000 AND 1999
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with  instructions to Form 10-QSB and,  accordingly,
do not include  all of the  information  and  footnotes  required  by  generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments  (consisting  of normal  accruals)  considered
necessary for a fair presentation have been included.  The results for the three
months are not necessarily indicative of results for the full year.

     For  further  information  see  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations,  and refer to the  financial
statements and footnotes  included in the Company's Annual report on Form 10-KSB
for its fiscal year ended January 31, 2000.

NOTE 2 - NET (LOSS) PER SHARE

     Net (Loss) per share has been computed on the basis of the weighted average
number of shares  outstanding  during the period.  Common stock equivalents have
not  been  included  in  the   computation   since  their   inclusion  would  be
anti-dilutive.

NOTE 3 - ADDITIONAL CAPITAL

     Between February 1, 2000 and April 30, 2000 we received $2,758,000 from the
exercise of 689,447 public  warrants.  During the same period we also received a
total of $459,000 as a result of the exercise of 144,500 stock options.


Item 2 - Management's Discussion and Analysis or Plan of Operation

THREE MONTHS ENDED APRIL 30, 2000 COMPARED TO THREE MONTHS ENDED APRIL 30, 1999

RESULTS OF OPERATIONS

     Revenues  increased 23% or  approximately  $206,000,  to $1,108,000 for the
three  months  ended April 30, 2000  ("First  Quarter  2000") as compared to the
three months  ended April 30, 1999 ("First  Quarter  1999).  First  Quarter 2000
revenues are  comprised of $375,000  from the Energy  Division and $733,000 from
the Environmental Division, as compared to $252,000 and $650,000,  respectively,
for First Quarter 1999. The 49%, or approximately $123,000, increase as compared
to the First Quarter 1999 revenues  generated from the Energy Division  resulted
from  increased  rates paid for power  produced  this year.  It is expected that
power  rates  will  continue  to  be  higher  than  in  the  past.  The  13%  or
approximately  $83,000  increase in  revenues  from the  Environmental  Division
resulted  from an  increased  service  area and  increased  capabilities  in the
services we provide.

     Operating  expenses,  costs directly related to the production of revenues,
increased 25%, or  approximately  $147,000 to $741,000 in the First Quarter 2000
as compared to $594,000 in First Quarter 1999.  The following  table  provides a
breakdown of the Company's operating expenses.

                                      FIRST QUARTER 2000      FIRST QUARTER 1999
                                      ------------------      ------------------
     Energy Division                      $ 185,000               $  171,000
     Environmental Division                 556,000                  423,000
                                          ---------                ---------
                                          $ 741,000                $ 594,000
                                          =========                =========

                                      A-6

<PAGE>

     Operating expenses for the Energy Division were 8% or approximately $14,000
higher in the First  Quarter 2000 compared to the previous  year.  This increase
primarily resulted from certain necessary equipment repairs occurring during the
current  period.   The  31%,  or   approximately   $133,000,   increase  in  the
Environmental  Division's  operating  expenses  was  essentially  caused  by the
Division's expansion of business operations.

     Administrative  expenses in First  Quarter 2000  increased to $492,000 from
$466,000 in First  Quarter  1999.  The  composition  of these  amounts is listed
below:

                                                         2000            1999
                                                       --------        --------
     Salaries and consulting costs                     $208,000        $202,000
     Steamboat royalties                                 47,000          35,000
     Legal and professional fees                         60,000          58,000
     Insurance                                           37,000          42,000
     Corporate expenses                                  35,000          31,000
     Other                                              104,000          98,000
                                                       --------        --------
                                                       $491,000        $466,000
                                                       ========        ========

     Depreciation expense, which includes amortization of goodwill, increased to
$165,000 in First Quarter 2000 from $134,000 in the same quarter of the previous
year due to increased  investment in depreciable assets necessary in positioning
the Company for growth.

     During First Quarter 2000 we earned $15,000 in interest credits on our cash
balances,  compared  to $70,000  in the same  period a year  earlier.  This is a
direct result of the lower cash  balances we were carrying  until the last month
of the period,  when the warrants and options were  exercised.  We also incurred
interest  charges of $36,000 in the current  quarter  compared to $35,000 a year
earlier.

     Losses from Joint Ventures for the three months ended April 30 are detailed
as follows:

                                                         2000              1999
                                                         ----              ----

     Lehi Independent Power Associates, L.C             $14,000          $15,000
     Plymouth Cogeneration Limited Partnership           25,000            9,000
                                                        -------          -------
                                                        $39,000          $24,000
                                                        =======          =======

     As a result of the above, the Company's net loss for the First Quarter 2000
was  $351,000 as  compared to a net loss of $218,000  for the same period a year
earlier.  The 1999 period  included an  extraordinary  gain of $69,000  from the
exchange  of the  Company's  Convertible  Subordinated  Debentures  for Series B
Convertible  Preferred Stock. On an EBITDA  (earnings  before  interest,  taxes,
depreciation   and   amortization)   basis,   and  exclusive  of  dividends  and
extraordinary  items,  net loss for First Quarter 2000 was $165,000  compared to
$180,000 in the 1999 quarter.

     The nature of the markets in which our two  divisions  operate is such that
the first quarter of the year is not as strong as the later quarters. The Energy
Division  benefits  from the usual higher energy  prices in warmer  months.  The
Environmental Division experiences increased operations in the later months. The
two divisions showed the following results for the April 30 quarter:

                              Energy Division             Environmental Division
                           ---------------------          ----------------------
                             2000         1999              2000          1999
                             ----         ----              ----          ----
     Net Income (Loss)     $ 80,000     ($14,000)         ($47,000)     $ 25,000
     EBITDA                $122,000      $26,000           $52,000      $128,000


     Dividends paid on preferred stock for the quarter totaled $68,000, compared
to $55,000 in the  previous  year.  The  increase  is  primarily a result of the
$250,000 additional investment in Series A Preferred Stock in June, 1999.

                                      A-7

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At April 30, 2000, cash totaled  approximately  $2,680,000,  as compared to
$301,000 at April 30, 1999, an increase of $2,379,000.  Cash flow from financing
activities of $3,088,000,  primarily from proceeds from exercise of warrants and
options,  was used to fund  $475,000 in  operating  activities  and  $234,000 of
investing activities, and provided the increase in cash and in working capital.

     During the first three  months of Fiscal 2000,  the Company  used  $475,000
cash  in  operating  activities  compared  with  $21,000  of  cash  provided  by
operations  in the like  period  last year.  Non-recurring  items  included  the
receipt of life insurance  proceeds of a policy on our former President,  which,
net of expenses paid during the quarter,  amounted to $958,000. We also paid the
$900,000 litigation settlement note.

     The  $234,000  used in  investing  activities  in the  First  Quarter  2000
compared to $134,000 in First  Quarter 1999 included  $53,000 of deferred  costs
expended on pending  acquisitions  as  compared to $59,000 in the earlier  year.
Cash applied to  acquisition  of  equipment  amounted to $180,000 in the current
year as compared to $74,000 in the earlier year.

     Cash  provided  by  financing  activities  in First  Quarter  2000  totaled
$3,088,000 primarily as a result of the $3,217,000 proceeds from the exercise of
warrants and options.  In First Quarter 1999 financing  activities  used cash of
$267,000 primarily for the payment of notes payable.

     Our receipt of net proceeds of $2,758,000 from the exercise of warrants and
$459,000  from the  exercise of options  was the primary  reason for our working
capital increasing to $2,526,000 at April 30, 2000 from a deficit of $255,000 at
January 31, 2000.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

     This Form  10-QSB  contains  certain  "forward  looking  statements"  which
represent the Company's expectations or beliefs,  including, but not limited to,
statements   concerning  industry  performance  and  the  Company's  operations,
performance,  financial condition,  growth and strategies. For this purpose, any
statements  contained in this Form 10-QSB that are not  statements of historical
fact may be  deemed to be  forward  looking  statements.  Without  limiting  the
generality of the foregoing,  words such as "may," "will," "expect,"  "believe,"
"anticipate,"  "intend,"  "could,"  "estimate"  or "continue" or the negative or
other  variations  thereof or  comparable  terminology  are intended to identify
certain  forward-looking  statements.  These  statements by their nature involve
substantial risks and  uncertainties,  certain of which are beyond the Company's
control,  and actual  results may differ  materially  depending  on a variety of
important  factors  which are noted  herein,  including  but not  limited to the
potential  impact  of  competition,   changes  in  local  or  regional  economic
conditions,  the  ability  of the  Company  to  continue  its  growth  strategy,
dependence on management and key personnel,  supervision  and regulation  issues
and the ability to find financing on terms suitable to the company.

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     None.

ITEM 2 - CHANGES IN SECURITIES

     On May 10, 2000,  a total of 24,069  shares of our Common Stock were issued
to Energy Systems  Investors,  LLC ("ESI") and Lawrence I. Schneider pursuant to
the  anti-dilution  provisions set forth in the original  agreement  pursuant to
which ESI and Mr. Schneider invested in the Company. The clause provided that if
any  non-operational,  extraordinary or non-recurring event affecting our equity
in an amount greater than $500,000  occurred  within 24 months of their purchase
of our Series A Preferred  Stock,  and which arose from  circumstances  existing
prior to their  investment,  shares of  common  stock  would be  issued  under a

                                      A-8

<PAGE>

formula  specified in the  agreement.  The settlement of our lawsuit with Enviro
Partners,  LP and Energy  Management  Corporation  for $900,000  triggered  this
anti-dilution protection,  resulting in the issuance of 21,662 shares to ESI and
2,407 shares to Mr. Schneider.

     In  December  1999,  the  Board of  Directors  agreed  to pay Mr.  Lawrence
Schneider a fee of $275,000 for his  substantial  efforts in connection with the
pending acquisition of the additional geothermal power plants known as Steamboat
2 and 3. Mr.  Schneider  received  187,234 shares of our common stock in lieu of
such cash  payment,  and options to acquire  46,800 shares of common stock at an
exercise price of $2.9375 per share.

All of the above shares were issued pursuant to an exemption provided by Section
4(2) of the Securities Act of 1933, as amended..


ITEM 3- DEFAULTS UPON SENIOR SECURITIES

     None.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5 - OTHER INFORMATION

     None.

                                      A-9

<PAGE>

ITEM 6 - EXHIBITS

     (a)  Exhibits

          2.1  Merger  Agreement by and between the Company,  AES Merger  Corp.,
               American Enviro-Services,  Inc., and the Shareholders of American
               Enviro-Services, dated as of August 4, 1997 (3)

          3.1  Restated  Certificate of  Incorporation of the Company filed with
               the Secretary of State of Delaware (1)

          3.2  By-Laws of the Company (2)

          3.3  Articles of Organization of Steamboat Envirosystems, L.C. (1)

          4.1  Specimen Stock Certificate (1)

          4.2  Form of Warrant (1)

          4.3  Form of Warrant Agreement (1)

          4.4  Form of Representative's Purchase Option (1)

          4.5  Certificate  of  Designation  of Series A  Convertible  Preferred
               Stock of the  Company  as filed  with the  Secretary  of State of
               Delaware on March 23, 1998 (4)

          4.6  Certificate  of  Designation  of Series B  Convertible  Preferred
               Stock of the  Company  as filed  with the  Secretary  of State of
               Delaware (5)

--------------------------------------------------------------------------------

     (1)  Incorporated by reference to the Company's  Registration  Statement on
          Form SB-2 (File No. 333-94612).

     (2)  Incorporated  by  reference  to the  Company's  Annual  Report on Form
          10-KSB for the year ended January 31, 1994.

     (3)  Incorporated by reference to the Company's  Current Report on form 8-K
          dated August 12, 1997.

     (4)  Incorporated by reference to the Company's  Current Report on Form 8-K
          filed on March 26, 1998.

     (5)  Incorporated  by  reference  to the  Company's  Annual  report on Form
          10-KSB for the year ended January 31, 1999.

     (b)  Reports on Form 8-K

          None.

                                      A-10

<PAGE>


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the Registrant  has caused this Amendment No. 1 to its Quarterly  Report on Form
10-QSB to be signed on its behalf by the undersigned duly authorized


Dated: June 19, 2000

U. S. Energy Systems, Inc.


By:  /s/Lawrence I. Schneider
     -----------------------------
     Lawrence I. Schneider
     Chief Executive Officer


By:  /s/ Seymour J. Beder
     -----------------------------
     Seymour J. Beder
     Chief Financial and Accounting Officer


                                      A-11