================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-Q

                                   (Mark One)
              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2001

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the transition period from      to

                          Commission File No. 000-30841

                                   ----------

                               UNITED ENERGY CORP.
             (Exact name of registrant as specified in its charter)

               Nevada                                  22-3342379
   (State or other jurisdiction of        (I.R.S. Employer Identification No. )
   incorporation or organization)

   600 Meadowlands Parkway, Secaucus, N.J.                 07094
  (Address of principal executive offices)              (Zip Code)

                                 (201) 842-0288
              (Registrant's telephone number, including area code)

     Indicate  by check  mark  whether  the  Issuer  (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 such shorter  period that the Issuer
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. |X| Yes |_| No

     The number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date.

                               UNITED ENERGY CORP.

                Class                        Outstanding as of January 31, 2002
    Common Stock, $.01 par value                      16,080,270 shares

================================================================================


<PAGE>


                                      INDEX

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION

<S>                                                                                       <C>
Item 1.      Consolidated Financial Statements
             (Unaudited)...................................................................3

             Consolidated balance sheets
             December 31, 2001 (Unaudited) and March 31, 2000 (Revised)....................4

             Consolidated statements of operations for the three months and nine months
             ended December 31, 2001 (Unaudited) and 2000 (Unaudited) (Revised)............5

             Consolidated statements of cash flows for the nine months ended
             December 31, 2001 (Unaudited) and 2000 (Unaudited) (Revised)..................6

             Notes to consolidated financial statements
             December 31, 2001.............................................................7

Item 2.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations....................................................11

Item 3.      Quantitative and Qualitative Disclosures About Market Risk...................14

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings............................................................14

Item 2.      Changes in Securities and Use of Proceeds....................................14

Item 3.      Defaults upon Senior Securities..............................................14

Item 4.      Submission of Matters to a Vote of Security Holders..........................14

Item 6.      Exhibits and Reports on Form 8-K.............................................14

Signatures................................................................................15
</TABLE>



<PAGE>




                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
                                                                                                Page
<S>                                                                                             <C>
CONSOLIDATED FINANCIAL STATEMENTS:
         Consolidated Balance Sheets as of December 31, 2001 (Unaudited) and
              March 31, 2001 (Revised)....................................................         4

         Consolidated Statements of Operations for the Three and Nine Months
              Ended December 31, 2001 (Unaudited) and 2000 (Unaudited) (Revised)..........         5

         Consolidated Statements of Cash Flows for the Nine Months Ended
              December 31, 2001 (Unaudited) and 2000 (Unaudited) (Revised)................         6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................................         7
</TABLE>


                                       3







<PAGE>




                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 2001 (Unaudited)
                          AND MARCH 31, 2001 (Revised)

<TABLE>
<CAPTION>
                                                                                 December 31,        March 31,
                                                                                     2001              2001
                                                                                  (Unaudited)        (Revised)

                                     ASSETS

<S>                                                                             <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents ..............................................     $     163,722    $      96,695
   Accounts receivable, net of allowance for doubtful accounts of $4,651
      and $71,656, respectively ...........................................           421,160          970,433
   Inventory ..............................................................           173,535          121,753
   Prepaid expenses .......................................................             7,234               --
                                                                                -------------    -------------
        Total current assets ..............................................           765,651        1,188,881

PROPERTY AND EQUIPMENT, net of accumulated depreciation and
   amortization of $20,128 and $17,320, respectively ......................            18,172            7,134

OTHER ASSETS:
   Goodwill, net of accumulated amortization of $16,261 and $11,935,
      respectively ........................................................            70,262           74,588
   Patent, net of accumulated amortization of $27,498 and $19,545,
      respectively.........................................................           131,558          139,511
   Other assets............................................................             1,385            1,585
                                                                                -------------    -------------
        Total assets ......................................................     $     987,028    $   1,411,699
                                                                                =============    =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable and accrued expenses...................................     $     425,445    $     636,754
   Accounts payable to shareholders........................................                --          350,000
   Related party loans payable.............................................            73,141           30,009
   Short-term bank loan and revolving line of credit ......................           125,000               --
                                                                                -------------    -------------
        Total current liabilities .........................................           623,586        1,016,763
                                                                                -------------    -------------

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock; 100,000,000 shares authorized of $0.01 par value,
      15,830,270 shares issued and outstanding as of December 31 and ............
      March 31, 2000, respectively ........................................           160,802          158,302
   Additional paid-in capital .............................................         4,577,052        4,042,052
   Stock subscription receivable ..........................................           (25,000)         (25,000)
   Accumulated deficit ....................................................        (4,349,412)      (3,780,418)
                                                                                -------------    -------------
        Total stockholders' equity ........................................           363,442          394,936
                                                                                -------------    -------------
        Total liabilities and stockholders' equity.........................     $     987,028    $   1,411,699
                                                                                =============    =============
</TABLE>

              The accompanying notes are an integral part of these
                          consolidated balance sheets.


                                       4
<PAGE>




                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
           DECEMBER 31, 2001(Unaudited) AND 2000 (Unaudited) (Revised)


<TABLE>
<CAPTION>
                                                  For the Three Months                For the Nine Months
                                                   Ended December 31,                 Ended December 31,
                                                   ------------------                 ------------------
                                                  2001              2000             2001              2000
                                            ------------------------------------------------------------------
                                              (Unaudited)       (Unaudited)        (Unaudited)    (Unaudited)
                                                                 (Revised)                         (Revised)
<S>                                         <C>               <C>               <C>              <C>
REVENUES, net...........................    $      450,055    $   1,281,608     $   1,132,342    $   2,854,703

COST OF GOODS SOLD......................           235,602          894,717           586,519        1,965,943
                                            --------------    -------------     -------------    -------------

        Gross profit....................           214,453          386,891           545,823          888,760
                                            --------------    -------------     -------------    -------------

OPERATING EXPENSES:
   General and administrative...........           323,593          261,955           909,421          723,352
   Executive services contributed by management     62,500           62,500           187,500          187,500
   Depreciation and amortization........             5,936            4,385            14,649           13,155
                                            --------------    -------------     -------------    -------------
        Total operating expenses........           392,029          328,840         1,111,570          924,007
                                            --------------    -------------     -------------    -------------
        Income (loss) from operations...          (177,576)          58,051          (565,747)         (35,247)
                                            ---------------   -------------     --------------   --------------

OTHER (EXPENSE) INCOME, net:
   Interest income......................               281               --             1,300               --
   Interest expense.....................            (1,519)          (3,945)           (4,547)          (8,875)
                                            --------------    -------------     -------------    -------------
        Total other expense, net........            (1,238)          (3,945)           (3,247)          (8,875)
                                            --------------    -------------     -------------    -------------
        Net income (loss)...............    $     (178,814)   $      54,106     $    (568,994)   $     (44,122)
                                            ===============   =============     ==============   ==============

BASIC AND DILUTED INCOME (LOSS)
   PER SHARE............................    $       (0.01)    $        0.00     $      (0.04)    $        0.00
                                            ==============    =============     =============    =============

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING, basic
   and diluted..........................        16,080,270       15,830,270        16,001,179       15,830,270
                                            ==============    =============     =============    =============
</TABLE>

              The accompanying notes are an integral part of these
                            consolidated statements.


                                       5

<PAGE>




                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
          DECEMBER 31, 2001 (Unaudited) AND 2000 (Unaudited) (Revised)

<TABLE>
<CAPTION>
                                                                                       For the Nine Months
                                                                                       Ended December 31,
                                                                                     2001              2000
                                                                                -------------------------------
                                                                                   (Unaudited)     (Unaudited)
                                                                                                    (Revised)

<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss)..............................................................     $    (568,994)   $     (44,122)
   Adjustments to reconcile net income to net cash used in operating activities-
      Depreciation and amortization .......................................            14,649           13,155
      Executive services contributed by management.........................           187,500          187,500
   Changes in operating assets and liabilities-
      Decrease (Increase) in accounts receivable, net .....................           549,273         (411,652)
      (Increase) Decrease in inventory.....................................           (51,782)         463,128
      Increase in prepaid expenses ........................................            (7,234)            (201)
      Decrease in other assets ............................................               200               --
      Decrease in accounts payable and accrued expenses ...................          (211,309)        (134,331)
                                                                                --------------   -------------

        Net cash (used in) provided by operating activities ...............           (87,697)          73,477
                                                                                --------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments for patent ....................................................           (13,408)              --
                                                                                --------------   -------------

        Net cash used in investing activities .............................           (13,408)              --
                                                                                --------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds on line of credit .............................................           125,000          160,000
   Payments on bank loan ..................................................                --           (5,697)
   Proceeds from loans payable to related party ...........................            43,132            1,430
                                                                                -------------    -------------

        Net cash provided by financing activities .........................           168,132          155,733
                                                                                -------------    -------------

        Net increase in cash and cash equivalents .........................            67,027          229,210

CASH AND CASH EQUIVALENTS, beginning of period.............................            96,695           46,008
                                                                                -------------    -------------

CASH AND CASH EQUIVALENTS, end of period...................................     $     163,722    $     275,218
                                                                                =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period-
      Interest.............................................................     $       4,512    $       7,585
                                                                                =============    =============

      Income taxes.........................................................     $         720    $       5,066
                                                                                =============    =============
</TABLE>

              The accompanying notes are an integral part of these
                            consolidated statements.


                                       6

<PAGE>




                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                DECEMBER 31, 2001

1. BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial  statements.  In the  opinion of  management,  the  unaudited  interim
financial  statements  furnished herein include all adjustments  necessary for a
fair presentation of the Company's  financial  position at December 31, 2001 and
March 31, 2001 and the results of its  operations  for the three  months and the
nine months ended  December 31, 2001 and 2000 and cash flows for the nine months
ended December 31, 2001 and 2000 All such  adjustments  are of normal  recurring
nature. Interim financial statements are prepared on a basis consistent with the
Company's annual financial statements. Results of operations for the three-month
and for the  nine-month  periods  ended  December  31, 2001 are not  necessarily
indicative  of the  operating  results  that may be expected for the year ending
March 31, 2002.

     The  consolidated  balance  sheet as of March 31, 2001  (Revised)  has been
derived from the audited financial  statements at that date but does not include
all of the  information  and notes required by accounting  principles  generally
accepted in the United States for complete financial statements.

     For further information, refer to the consolidated financial statements and
notes thereto included in the Annual Report statement on Form 10-K, as
amended.

2. NET LOSS PER SHARE OF COMMON STOCK

     The Company  computes net loss per share of common stock in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
No.  128").  Under  the  provisions  of SFAS No.  128,  basic net loss per share
("Basic EPS") is computed by dividing net loss by the weighted average number of
shares of common stock outstanding.  Diluted net loss per share is calculated by
dividing net loss  attributable to common  shareholders by the weighted  average
number  of  common  shares  outstanding,   adjusted  for  potentially   dilutive
securities.

3. STOCK OPTION PLAN

     On August 22, 2001,  the  Company's  shareholders  approved the 2001 Equity
Incentive Plan (the "2001 Plan"). Under the 2001 Plan, the Company is authorized
to grant stock options,  the exercise of which would allow up to an aggregate of
2,000,000  shares of the Company's common stock to be acquired by the holders of
said awards. The awards can take the form of Incentive Stock Options ("ISOs") or
Nonstatutory  Stock Options  ("NSOs").  ISOs and NSOs are to be granted in terms
not to exceed ten years. The exercise price of the ISOs will be no less than the
market price of the Company's common stock on the date of grant.

     The  Company's  current   arrangement  for  compensating  its  non-employee
directors  is that each such person is to receive  options for 10,000  shares of
the Company's  common stock for each year or portion  thereof during which he or
she serves as a director. Director options vest immediately and expire ten years
from the date of grant.  At its  meeting  held on  December  18,  2001,  each of
Messrs:  Babcock,  Pampanini,  Rappaport  and Spencer  were  granted  options to
acquire  10,000  shares  of the  Company's  common  stock at a price of $.70 per
share, the closing price of the common stock on the date of grant.

                                       7

<PAGE>


                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)--(Continued)

4. EXCLUSIVE DISTRIBUTION AGREEMENT

     On  September  22, 2000 the Company and  Alameda  Company  entered  into an
exclusive  distribution  agreement  (the  "Agreement"),   whereby  Alameda  will
purchase  from the  Company  various  products  from the graphic  arts  division
(meeting  certain  minimum  purchase  requirements)  at guaranteed  fixed prices
through December 31,2002 and distribute  these products  exclusively  throughout
the USA, Canada,  Puerto Rico,  Mexico,  Central America,  South America and the
Caribbean.

     No products  were shipped and no revenue was  recognized  under the Alameda
Agreement prior to October 2000.

5. CREDIT LINE AGREEMENT

     In June 2000, the Company  obtained a $1,000,000  line of credit from Fleet
Bank.  Borrowings  under the credit  line bear  interest  at prime.  Interest is
payable  monthly.  Amounts  outstanding  under the line of credit are subject to
repayment on demand and are secured by accounts receivable, inventory, furniture
and fixtures,  machinery  and  equipment  and a pledge of 750,000  shares of the
Company's common stock held in escrow.  The line is also secured by the personal
guarantee of a shareholder of the Company.

     The line of credit is  subject to certain  covenants,  including  financial
covenants  to which the  Company  must adhere on a  quarterly  or annual  basis.
Borrowings  under the line of credit  must be reduced to zero for a period of 30
consecutive days in any twelve-month period.

6. SEGMENT INFORMATION

     Under the  provision of SFAS No. 131 the Company's  activities  fall within
two  operating  segments:  Graphic Arts and Specialty  Chemicals.  The following
tables set forth the Company's  industry  segment  information for the three and
nine months ended December 31, 2001 and 2000 (Revised):

     The Company's total revenues,  net income (loss) and identifiable assets by
segment for the three months ended December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                       Graphic         Specialty
                                        Arts           Chemicals          Corporate            Total
                                  ---------------  ----------------    ---------------    ---------------

<S>                               <C>               <C>                <C>                <C>
Revenues                          $       396,311   $        53,744    $            --    $       450,055
                                  ===============   ===============    ===============    ===============

Gross profit                      $       192,009   $        22,444    $            --    $       214,453

General and administrative                 68,795            58,366            196,432            323,593
Contributed Management Services                --                --             62,500             62,500
Depreciation and amortization -                --             2,882              3,054              5,936
Interest expense                            1,519                --               (281)             1,238
                                  ---------------   ---------------    ---------------    ---------------

      Net income/(loss)           $       121,695   $       (38,804)   $      (261,705)   $      (178,814)
                                  ===============   ===============    ===============    ===============

Cash                              $            --                --    $       163,722    $       163,722
Accounts receivable, net                  402,963            18,197                 --            421,160
Inventory                                  65,160           108,375                 --            173,535
Prepaid Expenses                               --             7,034                200              7,234
Fixed assets, net                              --                --             18,172             18,172
Goodwill, net                                  --            70,262                 --             70,262
Patent, net                                    --           131,558                 --            131,558
Other assets                                   --                --              1,385              1,385
                                  ---------------   ---------------    ---------------    ---------------

      Total assets                $       468,123   $       335,426    $       183,479    $       987,028
                                  ===============   ===============    ===============    ===============
</TABLE>

                                       8

<PAGE>


                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)--(Continued)


     The Company's  total revenues and net income (loss) by segment for the nine
months ended December 31, 2001 (Revised), are as follows:

<TABLE>
<CAPTION>
                                  Graphic      Specialty
                                   Arts        Chemicals      Corporate        Total
                                ----------    -----------    -----------    -----------
<S>                             <C>           <C>            <C>            <C>

Revenues                        $   915,833   $   216,509    $        --    $ 1,132,342
                                ===========   ===========    ===========    ===========

Gross profit                    $   418,565   $   127,258    $        --    $   545,823

General and administrative          174,144       222,977        512,300        909,421
Contributed management services          --            --        187,500        187,500
Depreciation and amortization            --        11,433          3,216         14,649
Interest expense                      4,547            --         (1,300)         3,247
                                -----------   -----------    -----------    -----------
  Net income/(loss)             $   239,874   $  (107,152)   $  (701,716)   $  (568,994)
                                ===========   ===========    ===========    ===========
</TABLE>


     The Company's total revenues and net income (loss) by segment for the three
months ended December 31, 2000 (Revised), are as follows:

<TABLE>
<CAPTION>
                                  Graphic      Specialty
                                   Arts        Chemicals      Corporate        Total
                                ----------    -----------    -----------    -----------
<S>                              <C>          <C>            <C>            <C>

Revenues                         $1,224,826   $    56,782    $        --    $ 1,281,608
                                 ==========   ===========    ===========    ===========

Gross profit                     $  362,723        24,168    $        --    $   386,891

General and administrative           49,619        97,368        114,968        261,955
Contributed management services          --            --         62,500         62,500
Depreciation and amortization            --         4,020            365          4,385
Interest expense (income)             3,945            --             --          3,945
                                 ----------   -----------    -----------    -----------
  Net income/ (loss)             $  309,159   $   (77,220)   $  (177,833)   $    54,106
                                 ==========   ===========    ===========    ===========
</TABLE>

The Company's total revenues and net income by segment for the nine months ended
December 31, 2000, are as follows:


<TABLE>
<CAPTION>
                                  Graphic      Specialty
                                   Arts        Chemicals      Corporate        Total
                                -----------   -----------    -----------    -----------
<S>                             <C>           <C>            <C>            <C>

Revenues                        $ 2,671,401   $   183,302    $        --    $ 2,854,703
                                ===========   ===========    ===========    ===========

Gross profit                    $   816,018   $    72,742    $        --    $   888,760

General and administrative          178,897       158,931        385,524        723,352
Contributed management services          --            --        187,500        187,500
Depreciation and amortization            --        11,908          1,247         13,155
Interest expense (income)             8,875            --             --          8,875
                                -----------   -----------    -----------    -----------
  Net income/ (loss)            $   628,246   $   (98,097)   $  (574,271)   $   (44,122)
                                ===========   ===========    ===========    ===========
</TABLE>

                                       9

<PAGE>


                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED) --(Continued)

7. REVISION OF CONSOLIDATED FINANCIAL STATEMENTS

     Subsequent to the issuance of its March 31, 2001 financial statements,  the
Company recorded compensation for the executives' services that were contributed
by  management  in the amount of  $250,000  for each fiscal year (or $62,500 for
each fiscal quarter) commencing in 1996. Previously, no compensation expense was
reflected,  as none was paid.  Generally Accepted Accounting  Principles require
that the fair value of these services be reflected as an expense with the offset
reflected in  additional  paid-in-capital.  Such expense has now been  reflected
retroactively to 1996.

     Accordingly, the March 31, 2001 Consolidated Balance Sheet has been revised
for the above.  The  Company  also  recorded  additional  non-cash  compensation
expense  for stock  given to outside  consultants  during  fiscal  1999 and 2000
amounting to $103,750 and $48,210, respectively. The Company recorded a $325,000
gain for the fair value of the  cancellation  of 400,000 shares of the Company's
stock  returned  to the  Company in  connection  with the  settlement  of claims
arising from the  discontinuance  of the equipment  division in fiscal year 1998
and recorded $75,000 in expense relating to fiscal year 1996 for the issuance of
50,000 shares in connection with the SciTech acquisition.  The amounts have been
included in the accumulated deficit balance on the Consolidated  Balance Sheets.
None of the above impacted working capital or total stockholders' equity.

     Accordingly,  the  Consolidated  Statement of Operations  for the three and
nine months  ended  December 31, 2000 has been revised to reflect the $62,500 of
executive services contributed by management in each quarter.

                                       10

<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

OVERVIEW

     United  Energy   considers  its  primary  focus  to  be  the   development,
manufacture and sale of environmentally  safe specialty  chemical products.  The
Company  considers its leading product in terms of future earnings  potential to
be its KH-30(R) oil and gas well cleaning product.

     KH-30(R) is an  environmentally-safe,  non-petroleum  based product that is
non-toxic  and will  biodegrade.  Moreover,  the use of KH-30(R) in the well has
additional  beneficial effects "downstream"  resulting in cleaner flow lines and
holding tanks.  KH-30(R) has also been tested to be refinery  compatible in that
it contains no materials that are harmful to the refining process.  This product
has yet to achieve any significant market penetration.

     One of United Energy's  specialty  chemical  products is a  photo-sensitive
coating  that is  applied  to paper  to  produce  what is known in the  printing
industry as proofing  paper or "blue line"  paper.  The Company  developed  this
formulation  over several years of testing.  The Company's patent attorneys have
informed  the Company  that the  formulation  is  technically  within the public
domain as being within the scope of an expired duPont patent. However, the exact
formulation utilized by the Company has not been able to be duplicated by others
and is protected by the Company as a trade secret. The product is marketed under
the trade name UNIPROOF(R).

     The Company  introduced its UNIPROOF(R)  proofing paper in June of 1999. By
March of 2000,  sales of the product had  increased  to more than  $200,000  per
month and amounted to a total of  $2,921,345  during the fiscal year ended March
31, 2001.  UNIPROOF(R) sales totaled $396,311 for the quarter ended December 31,
2001 and  $915,833 for the nine months  ended  December 31, 2001, a  significant
decline from year previous nine months sales of $2,671.401. Sales of UNIPROOF(R)
for the  corresponding  quarter  of the  previous  fiscal  year,  which  totaled
$1,224,826  included a one-time  inventory  sale to the  Alameda  company in the
amount of $798,100.

     The Company's  business plan is to use UNIPROOF(R)  proofing paper sales to
provide the cash flow to support  world-wide  marketing efforts for its KH-30(R)
oil well cleaner and, to a lesser extent,  the other specialty chemical products
developed by the Company which are  described in its Form 10-K, as amended,  for
the fiscal year ended March 31, 2001.

     In order to provide  working  capital to build  UNIPROOF(R)  sales, in June
2000 the Company entered into a $1,000,000  Line of Credit  Agreement with Fleet
Bank, N.A., the material terms of which are described below under "Liquidity and
Capital Resources."

     On  September  22,  2000 the Company  entered  into an  agreement  with the
Alameda Company of Anaheim  California which grants them exclusive  distribution
rights in the  Western  Hemisphere  (North,  South and  Central  America and the
Caribbean) for UNIPROOF(R)  proofing  paper. As part of the arrangement  Alameda
bought all existing UNIPROOF(R) inventory for $798,100.  The Company turned over
to  Alameda  all  existing  customers  within  the  above  territory.  Sales  of
UNIPROOF(R)  for the third  quarter of the  previous  fiscal year  included  the
one-time  inventory  sale to the  Alameda  company  in the  amount of  $798,100.
Excluding this amount in the 2000 quarter,  UNIPROOF(R)  sales totaled $426,726,
compared with $396,311 in the corresponding quarter of the current year.

     The contract  with Alameda  covers the years 2001 and 2002 and is renewable
annually  thereafter provided they meet certain minimum product purchase levels.
To  maintain  exclusivity  for 2001  and  2002  they  must  purchase  a total of
13,394,641 sq. ft  ($3,348,660)  in 2001 and 16,073,568 sq. ft.  ($4,018,392) in
2002.  Future  minimums and prices are to be agreed upon. For more  information,
please see our  agreement  with  Alameda  which is included as an exhibit to our
report on Form 10-Q for the period  ended  September  30, 2000 filed on December
20, 2000.

     The  decline in the level of the U.S.  economy  during  calendar  year 2001
severely  impacted  the level of  proofing  paper  sales in the  United  States,
particularly  during  the  period  from June  through  September.  This  decline
resulted  in  large  part  from a drop in the  number  of  advertising  pages in
publications,  one of the main markets in which the Company's  proofing paper is
used.

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<PAGE>


     As a result of this decline in proofing paper demand generally, The Alameda
Company was unable to meet its agreed upon  purchase  levels  under its contract
with the  Company,  and may,  therefore,  cease  to be the  Company's  exclusive
distributor in certain  territories.  The Company is currently  considering  its
options  with  respect  to the  Alameda  Company  and  may  seek  to  add  other
distributors.

     Subsequent to the issuance of its March 31, 2001 financial statements,  the
Company  revised its financial  statements  to reflect the value of  contributed
executive  services  and for  other  adjustments.  See  Note 7 above of Notes to
Consolidated  Financial  Statements  for a more  complete  description  of  such
revisions.

                              RESULTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000

     Revenues.  Revenues for the third quarter of fiscal 2002 were  $450,055,  a
$831,553 or 65% decrease  from  revenues of  $1,281,608  in the third quarter of
fiscal  2001.  The  decrease  in  revenues  was  primarily  due to a decrease in
UNIPROOF(R)  sales.  Sales in the year earlier period were unusually high due to
by the  one-time  sale of  $798,100  of  UNIPROOF(R)  inventory  to the  Alameda
Company.

     Cost of Goods Sold.  Cost of goods sold  decreased to  $235,602,  or 52% of
revenues,  for the quarter  ended  December  31, 2001 from  $894,717,  or 70% of
revenues,  for the quarter ended  December 31, 2000.  The decrease was primarily
due to lower production of UNIPROOF(R)  proofing paper. The higher percentage in
the 2000  quarter  was due to a  discount  given  to  Alameda  on the  inventory
purchase.

     Gross Profit.  Gross profit for the December 31 quarter of fiscal year 2002
was  $214,453,  a $172,438 or 45% decrease  from  $386,891 in the  corresponding
period of fiscal 2001.  This  decrease was primarily  attributable  to decreased
UNIPROOF(R)  sales.  Gross profit as a percentage of sales was 48% in the fiscal
2002 quarter compared with 30% in the fiscal 2001 period, due to the discount on
the one-time inventory sale to the Alameda Company in the fiscal 2001 period.

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased to $323,593,  or 72% of revenues  for the quarter  ended  December 31,
2001 from $261,955,  or 20% of revenues for the quarter ended December 31, 2000.
The  percentage  increase  in the fiscal  2002  period was largely the result of
significantly lower revenues in that period,  while the increase in dollar terms
was primarily due to  continuing  high  professional  fees  associated  with the
preparation and filing of materials with the Securities and Exchange  Commission
to become a 1934 Act reporting entity.

     Executive  Services  Contributed  by Management.  Senior  Executives of the
Company  contributed $62,500 of services in the quarters ended December 31, 2001
and 2000 which was recorded as an expense.

     Interest  Expense,  Net of Interest  Income.  The Company had net  interest
expense of $1,238 for the quarter ended December 31, 2001 compared with interest
expense of $3,945 in the corresponding  2000 period. The decrease was the result
of lower  borrowings at lower  interest  rates under the credit line obtained in
June 2000 which were offset by funds on deposit.

     Net Income  (Loss).  For the quarter ended  December 31, 2001, our net loss
was  $178,814 as compared to income of $54,106 or 4% of revenues for the quarter
ended December 31, 2000.

                  NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000

     Revenues.   Revenues  for  the  first  nine  months  of  fiscal  2002  were
$1,132,342,  a $1,722,361  or 60% decrease  from  revenues of  $2,854,703 in the
first nine months of fiscal 2001.  The decrease in revenues was primarily due to
the  decrease  in  UNIPROOF(R)  sales.  Fiscal  2001 nine month  sales were also
unusually  high due to the one-time sale of $798,100 of inventory to the Alameda
Company.

                                       12

<PAGE>


     Cost of Goods  Sold.  Cost of goods sold  decreased  to  $586,519 or 52% of
sales,  for the nine months ended  December 31, 2001 from  $1,965,943  or 69% of
sales,  for the nine months ended  December  31, 2000.  The decrease in cost was
primarily due to lower  production and sales of UNIPROOF(R)  proofing paper. The
higher  percentage in the 2000 period was due to the  discounted  price given to
Alameda on the inventory purchase.

     Gross  Profit.  Gross  profit for the first nine months of fiscal year 2002
was  $545,823,  a $342,937 or 39% decrease  from  $888,760 in the  corresponding
period of fiscal 2001.  This  decrease was primarily  attributable  to decreased
UNIPROOF(R) sales, offset by the lower cost of goods sold.

     Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
increased to $909,421, or 80% of revenues for the nine months ended December 31,
2001 from  $723,352,  or 25% of revenues for the nine months ended  December 31,
2000.  The nine  month  2000  figure  included  a $53,396  net  addition  to the
allowance  for  doubtful  accounts  receivable,  and the  2001  amount  included
approximately $50,000 in expenses related to the holding of an annual meeting of
shareholders  which  did not  occur in the 2000  period.  Both the 2000 and 2001
periods included  continuing high  professional fees related to filings with the
U.S. Securities and Exchange Commission.

     Executive  Services  Contributed  by Management.  Senior  Executives of the
Company  contributed  $187,500 of services in the nine months ended December 31,
2001 and 2000 which were recorded as an expense.

     Interest  Expense,  Net of Interest  Income.  The Company had net  interest
expense of $3,247 for the nine months  ended  December  31, 2001  compared  with
interest expense of $8,875 in the corresponding  2000 period. The change was due
to lower borrowings under the Company's credit line.

     Net Loss. For the nine months ended December 31, 2001, our net loss totaled
$568,994 as compared to a net loss of $44,122 for the nine months ended December
31, 2000.  The  increased  loss is  primarily  the result of the lower volume of
UNIPROOF(R) sales and higher General and Administrative expenses.

     Liquidity and Capital Resources.

     Historically,  the Company  has  financed  its  operations  through  equity
contributions  from  principals  and from third  parties  supplemented  by funds
generated  from its  business.  As of March 31,  2001,  we had  $96,695 in cash,
accounts receivable of $970,433 and inventories of $121,753.  As of December 31,
2001 we had $163,722 in cash,  accounts  receivable of $421,160 and inventory of
$173,535.  The high  receivables  and low  inventory  figures at March 31,  2001
reflect the shipments to the Alameda Company just before fiscal year end.

     Cash (Used in) Provided by Operating Activities. Net cash used in operating
activities  was  $87,697  for the nine month  period  ended  December  31,  2001
compared to net cash  provided by  operating  activities  of $73,477 in the year
earlier period, a net decrease of $161,174.  The substantial decline in net cash
provided by  operating  activities  was due almost  entirely to the  significant
decline in  UNIPROOF(R)  sales in the 2001 period as compared to the same period
in 2000.

     Cash  Provided by  Financing  Activities.  Net cash  provided by  financing
activities  increased to $168,132  for the nine month period ended  December 31,
2001 from  $155,733  for the period  ended  December 31, 2000, a net increase of
$12,399.

     Inventories at March 31, 2001 were  $121,753,  and increased to $173,535 at
December 31, 2001, an increase of $51,782.

     Accounts  receivable  decreased from $970,433 on March 31, 2001 to $421,160
on December 31, 2001.  This $549,273 or 57% decrease was primarily the result of
the lower volume of UNIPROOF(R) sales.

                                       13

<PAGE>


     Capital  expenditures were negligible during the nine months ended December
31,  2001 and  during the  corresponding  period of 2000.  United  Energy has no
material  commitments  for future capital  expenditures.  However,  our need for
working capital will grow if we achieve higher levels of sales. As a result,  in
June 2000,  the Company  closed on an  agreement  for a $1.0  million  revolving
credit facility with Fleet Bank, N.A. The credit line,  which is  collateralized
by  substantially  all of the assets of the Company,  accrues interest at a rate
equal to the prime rate. As of December 31, 2001, $125,000 was outstanding under
the credit line, compared to zero on March 31, 2001.

     The  credit  line is further  secured by a pledge of 750,000  shares of the
Company's common stock held in treasury and by the guarantee of a shareholder of
the Company.

     United Energy  believes that its existing cash and credit  facility will be
sufficient to enable it to meet its foreseeable future capital needs.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     United Energy does not expect its operating results,  cash flows, or credit
available to be affected to any significant  degree by a sudden change in market
interest  rates.  Furthermore,  the Company does not engage in any  transactions
involving financial  instruments or in hedging  transactions with respect to its
operations.

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

     In the opinion of management,  there are no material  legal  proceedings in
process against the Company and none are threatened.

Item 2. Changes in Securities and Use of Proceeds

     Not applicable.

Item 3. Defaults upon Senior Securities

     Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters  were  submitted  to a vote of the  Company's  security  holders
during the quarter ended December 31, 2001.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits. None.

     (b)  Reports on Form 8-K. None.


                                       14


<PAGE>





                               UNITED ENERGY CORP.
                                    FORM 10-Q
                                DECEMBER 31, 2001

                                   SIGNATURES

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

                                          UNITED ENERGY CORPORATION

Dated:   February 14, 2002

                                          By:      \s\      ROBERT SEAMAN
                                                   -----------------------------
                                                   Robert L. Seaman,
                                                   Executive Vice President and
                                                   Principal Financial Officer


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