SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                FORM 10-QSB/A
                               Amendment No. 1
          Amending Consolidated Statement of Operations, Consolidated
           Statement of Cash Flow, Note 5 (Additional Financing and
      Related Party Transactions) and Management's Discussion and Analysis
                                 
                                 
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
OF 1934

                     For the Quarter ended April 30, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES ACT OF
1934

                        Commission File Number:
                               0-10238
                               -------

                        U.S. ENERGY SYSTEMS, INC.
------------------------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)
                 Delaware                       52-1216347
          ------------------------         ----------------------
          (State of Incorporation)           (I.R.S. Employer
                                            Identification Number)
        515 N. Flagler Drive, Suite 202, West Palm Beach, FL 33401
------------------------------------------------------------------------------
                   (Address of Principal Executive Offices)
                                (561) 820-9779
------------------------------------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for a 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. [ X ].

     Indicate by check mark whether issuer has 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 of Reorganization confirmed by the
court. [ X ].

     As of April 30,1996, the number of outstanding shares of the registrant's
Common Stock was as follows:

                        Title of Class                       Number of Shares
                       ----------------                     ------------------
Common (After giving effect to reverse split, 1 for 40)           439,650

Transitional Small Business Disclosure Format: [  ] Yes   [ X ] No

<PAGE>
                                                                   Page 1 of 2
                 U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                                April 30,1996
                                (Unaudited)
<TABLE>
<CAPTION>
                                 ASSETS
<S>                                                              <C>
Current assets:
     Cash                                                        $      2,000
     Other current assets                                               1,000
                                                                 ------------
        Total current assets                                            3,000
Investments in Joint Ventures - at equity:
     Lehi Independent Power Associates, L.C.                        1,150,000
     Plymouth Cogeneration Limited Partnership                        684,000
Other assets                                                          161,000
                                                                 ------------
        TOTAL                                                    $ 1,998,000
                                                                 ============

                                 LIABILITIES
Current liabilities:
     Accrued expenses and other current liabilities
        (including due to related parties of $642,000)           $  1,253,000
     Pre-reorganization income taxes payable and accrued
        interest -  current                                           182,000
     Loans payable                                                    910,000
                                                                  -----------
        Total current liabilities                                   2,345,000

Convertible subordinated secured debentures 
        (including due to related parties of $325,000)              1,525,000
Notes payable (including due to related parties of $775,000)          970,000
Deferred interest (including due to related parties of $12,000)       114,000
Pre-reorganization income taxes payable and accrued interest          184,000
Advances from Joint Ventures                                           19,000
                                                                 ------------
        Total liabilities                                           5,157,000
                                                                 ------------

                                 CAPITAL DEFICIENCY

Preferred stock, $.01 par value, authorized
     5,000,000 shares; issued and outstanding 57,500
     (liquidating preference $575,000)                                  1,000
Common Stock, $.01 par value, authorized
     35,000,000 shares; issued and outstanding 439,650                  4,000
Additional paid-in capital                                            112,000
Accumulated deficit                                                (3,276,000)
                                                                  ------------
        Total capital deficiency                                   (3,159,000)
                                                                  ------------
        TOTAL                                                     $ 1,998,000
                                                                  ============
                       See notes to financial statements
</TABLE>
<PAGE>
                  U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF OPERATIONS
           Three Months Ended April 30, 1996 and 1995
                                (Unaudited)
<TABLE>
<CAPTION>
                                                1996          1995   
                                            -----------   -----------
<S>                                         <C>           <C>       

Revenues                                    $        -    $        -
                                            -----------   -----------
Administrative expense                         221,000       197,000
Interest expense                               170,000        99,000
Loss from Joint Ventures                        39,000        39,000
                                            -----------   -----------
Total Expenses                                 430,000       335,000
                                            -----------   -----------

Net (Loss)                                  $ (430,000)   $ (335,000)
                                                           ==========
Dividends on preferred stock                   (14,000)
                                            -----------            
(Loss) applicable to
   common stock                             $ (444,000)
                                            ===========            
Net (loss) per 
   common share                             $    (1.01)   $    (0.77)
                                            ===========      ========
Weighted average
   shares outstanding                          439,622       436,167 
                                            ===========   ===========

                     See notes to financial statements
</TABLE>
<PAGE>

                 U.S. ENERGY SYSTEMS AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY
                    Three Months Ended April 30, 1996
                             (Unaudited)

<TABLE>
<CAPTION>
                           Preferred Stock       Common Stock
                          -----------------   ------------------
                                                                  Additional
                            Number              Number             Paid-in
                          of Shares  Amount   of Shares   Amount   Capital
                          ---------  ------   ----------  ------- ---------  
<S>                       <C>        <C>      <C>         <C>     <C>
Balance, 
   January 31, 1996          57,500  $1,000      439,650   $4,000  $112,000
Net (loss) for the three
  months ended April
  30, 1996 (Unaudited)
                          ---------  ------   ----------  -------  --------

Balance, April 30, 1996
 (Unaudited)                 57,500  $1,000      439,650   $4,000  $112,000
                          =========  ======   ==========  =======  ========
</TABLE>
<TABLE>
<CAPTION>
                                                 Accumulated
                                                   Deficit        Total
                                                 ------------  ------------
<S>                                              <C>           <C>
Balance, January 31, 1996                        $(2,846,000)  $(2,729,000)

Net (loss) for the three months
ended April 30, 1996 (Unaudited)                    (430,000)     (430,000)
                                                 ------------  ------------
Balance, April 30, 1996
(Unaudited)                                      $(3,276,000)  $(3,159,000)
                                                 ============  ============

</TABLE>
                       See notes to financial statements

<PAGE>

                  U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                     Three Months Ended April 30, 1996 & 1995
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                         1996          1995
                                                      ----------    ----------
<S>                                                   <C>           <C>
Cash flows from operating activities:
   Net (loss)                                         $(430,000)    $(335,000)
   Adjustments to reconcile net 
   (loss)to net cash (used in)
   operating activities:
      Amortization of debt discount                       5,000         3,000
      Amortization of purchase price
      in excess of equity in Joint Ventures              14,000        14,000
      Amortization of deferred
      financing and registration costs                   19,000
      Equity in (income)/loss of Joint
      Ventures, net of distributions                     25,000        20,000
      Deferred interest                                                53,000
      Accrued interest on pre-reorganization
      income taxes payable                                4,000         2,000
      Changes in operating assets and liabilities:
         Decrease in current assets                      15,000
         Increase in accounts payable and
         accrued expenses                               280,000       151,000
                                                      ----------    ----------
         Net cash (used in) operating activities        (68,000)      (92,000)
                                                      ----------    ----------
Cash flows from investing activities:
   Loan from officers                                                  40,000
   Collections of loans receivable - officer                           16,000
                                                      ----------    ----------
         Net cash provided by (used in)
         investing activities                                          56,000
                                                      ----------    ----------
Cash flows from financing activities:
   Proceeds from issuance of convertible
   subordinated debt                                                   25,000
   Proceeds from issuance of common stock                               9,000
   Proceeds from loans payable and preferred stocks     125,000
   Payment of pre-reorganization income taxes payable    (3,000)       (8,000)
   Advances from Joint Ventures                           4,000         3,000
   Deferred registration costs                          (58,000)
                                                      ----------    ----------
      Net cash provided by financing activities          68,000        29,000
                                                      ----------    ----------
NET INCREASE (DECREASE) IN CASH                           -0-          (7,000)

Cash - beginning of the period                            2,000         8,000
                                                      ----------    ----------
CASH - END OF THE PERIOD                              $   2,000     $   1,000
                                                      ==========    ==========
Supplemental disclosure of cash flow information:
   Cash paid for interest                             $  34,000     $  15,000

Schedule of noncash financing activity:                                NONE

                       See notes to financial statements.

</TABLE>
<PAGE>
                  U. S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                        NOTES TO FINANCIAL STATEMENTS
                  THREE MONTHS ENDED APRIL 30, 1996 AND 1995
                                 (Unaudited)



Note 1 -     Basis of Presentation

     The accompanying unaudited condensed 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, and
refer to the financial statements and footnotes included in the Company's
Annual Report on Forms 10-KSB and 10KSB/A for its fiscal year ended January
31, 1996.

Note 2 -     Income Taxes

     No income tax provisions have been made due to losses incurred.  Deferred
income tax benefits have been fully reserved due to the uncertainty of future
realization.

Note 3 -     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 or immaterial.  All references to shares and per share
amounts have been adjusted retroactively to reflect the reverse split of the
Company's Common Stock which became effective on May 10, 1996.

Note 4 -    Subsequent Events

     The Company has filed a Schedule 14C Information Statement with the
Securities and Exchange Commission stating that the Company's name is being
changed to U. S. Energy Systems, Inc. to avoid confusion with another company,
and to be more representative of the Company's business.  The name change will
become effective on June 27, 1996.

     The stockholders of the Company, at the 1995 annual meeting and its
adjournments, approved a reverse split of the Company's Common Stock, one new
share for forty old shares.  The effective date set by the Board of Directors
was May 10, 1996.  This has been given retroactive effect in this filing, and
all references to shares and per share amounts have been adjusted to reflect
the reverse split.

     On-going Projects

          Lehi, Utah.     As previously reported, in December 1995, Lehi
Independent Power Associates, L.C. ("LIPA") concluded a sale of non-essential
parts and commenced plans to bring the remaining 10 megawatt  engines to
operational readiness.  Restoring the engines to reliable service is necessary
before either a power purchase agreement for the 10 megawatts can be
negotiated with the municipal power authority or, alternatively, a sale of the
10 megawatt engines can be concluded with interested parties.  LIPA has
received such a purchase bid which it is currently evaluating.  If the 10
megawatt engines are sold, it would be LIPA's intent to acquire larger, more
efficient gas turbines which could be accommodated under the air permit.  The
Company and its partners believe the market for electricity in the Utah area
will continue to grow.

          Plymouth, New Hampshire.   The study regarding expanding the
facility to 10 megawatts from its present 2.5 megawatts is still under way. 
The purpose would be to provide power to two other state college campuses. 
Further plans are under development to install special fuel treatment
equipment which will allow the existing engines to burn less costly and more
efficient fuels.  Fuel savings would be shared equally between the college and
the partnership, Plymouth Cogeneration Limited Partnership ("Plymouth").

          Steamboat Geothermal Power Plants.    The Company's agreements,
subject to financing, to form a limited liability company ("Steamboat LLC"), 
which will own two geothermal power plants, awaits only the completion of the 
private and public financing for the Company more fully described  below in
Note 5.  It is expected that this will be completed during June and July.

          Shopping Malls.   The joint development company which was formed by
the Company and Cowen Investment Group has been informed by the mall owner
that the contract for the first mall cannot be drawn before mid-July at the
earliest.  When that is signed, construction will begin within 60 days.

          U. S. Virgin Islands.  The contract with Bluebeard Holding Company
for construction of a  2 megawatt cogeneration project for Bluebeard's Castle
in St. Thomas, U.S. Virgin Islands, is expected to be signed during June.  
Engineering drawings are in the preliminary draft stage.

          New Projects

          Other potential projects are being explored by the Company.  These
include power plants in India, Panama, Israel, New York , Illinois, and
elsewhere in the Caribbean basin.
          
          Legal Proceedings

          The suit brought by the owner of a farm adjacent to the LIPA
facility in Lehi, Utah, is being heard by the court.  While depositions are
being taken, LIPA continues to explore settlement options with the plaintiff. 
Neither the Company nor its partners believe that the plaintiff has a strong
case, but settlement might be less costly than further extensive work on
testing and on litigation.

Note 5 -  Additional Financing and Related Party Transactions

          On May 3, 1996, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form SB-2 for a public offering of
1,625,000 shares of Common Stock at $4.00 per share, and 1,625,000 Redeemable
Common Stock Purchase Warrants at ten cents per Warrant.   Each Warrant
entitles the holder to purchase one share of Common Stock for $4.00 during the
four-year period commencing one year from the date of the offering.  The
underwriters, Gaines Berland, Inc., have the option to purchase an additional
243,750 shares of Common Stock and 243,750 Redeemable Common Stock Purchase
Warrants to cover over-allotments, if any.  The total of this offering to the
public, before the exercise of the underwriters' over-allotment option, will
be $6,662,500.

          The Company has also signed contracts with two private investors for
a total of $3,500,000 in Preferred Stock and Private Warrants, to be closed
concurrently with the closing of the public underwriting described above.  
1,600,000 shares of 11% Preferred Stock is to be sold to Enviro Partners, L.P.
for $3,100,000, and 500,000 Private Warrants are to be sold to Energy
Management Corporation for $400,000.

          Further details will be found in Forms 10-KSB and 10-KSB/A of
January 31, 1996.

<PAGE>
                  U.S. ENERGY SYSTEMS, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            Results of Operations

              Three Months Ended April 30, 1996 Compared to 1995


The periods had no revenues.  The losses shown were made up of the following
major elements:

<TABLE>
<CAPTION>
                                               1996              1995
                                             ---------         --------
<S>                                          <C>               <C>
Administrative expenses:

     Salaries and consulting fees            $121,000          $ 84,000
     Legal and professional fees               51,000            33,000
     Corporate expenses                         6,000            32,000
     All other                                 43,000            48,000
                                             --------          --------
Total administrative expenses                $221,000          $197,000
                                             ========          ========
Interest expenses                            $170,000          $ 99,000
</TABLE>

Loss From Joint Ventures breaks down as follows:
<TABLE>
<CAPTION>
     <S>                                            <C>          <C>
     Lehi Independent Power Associates, L.C.        $21,000      $19,000
     Plymouth Cogeneration Limited Partnership       18,000       20,000
                                                     ------       ------
          Total loss from Joint Ventures            $39,000      $39,000
                                                     ======       ======
</TABLE>

Consulting agreements which began during 1995 and were not in existence during
the 1995 quarter accounted for the increase in salaries and consulting fees.

Legal and professional fees were higher in the current quarter due to the
additional costs related to the additional bridge loans, amortized over the
terms of the loans.  Costs incurred in connection with the public and private
financing have been deferred.  As of April 30, 1996, these amounted to
$108,000.

Interest expenses increased in the 1996 quarter due principally to the
additional borrowings in bridge loans, which came into being starting in June
1995.

                       Liquidity and Capital Resources

During the 1996 quarter, cash flow has been carefully conserved.  Salaries
have been deferred and additional bridge loan borrowings amounting to $125,000
were received.  50% of interest payments to holders of the subordinated
debentures continue to be deferred, by agreement of the bondholders.

As of April 30, 1996, the Company had a working capital deficiency of 
$2,342,000 and a capital deficiency of $3,159,000.  This compared with 
$860,000 and $1,736,000 respectively a year earlier.  The private and public
offerings described in Note 5 above will bring both capital and working
capital to positive figures.



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


Date:    October 22, 1996


U. S. Energy Systems, Inc.



By:_____________/s/____________
    Richard H. Nelson
    President and Chief Executive Officer



By:____________/s/____________
    Seymour J. Beder
    Chief Accounting Officer and Controller