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

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

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

                                   Form 10-Q/A
                                   (Mark One)
|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 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 August 14, 2001
            -----                             ----------------------------------
                                                       16,080,270 shares
Common Stock, $.01 par value                  Outstanding as of January 31, 2002
                                              ----------------------------------
                                                       16,080,270 shares

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

<PAGE>


                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements

            Consolidated balance sheets
            June 30, 2001 (Unaudited) (Revised) and March 31, 2001 (Revised)...4

            Consolidated statements of operations for the three months
            ended June 30, 2001 (Unaudited) (Revised) and 2000 (Unaudited)
            (Revised)..........................................................5

            Consolidated statements of cash flows for the three months
            ended June 30, 2001 (Unaudited) (Revised)and 2000 (Unaudited)
            (Revised)..........................................................6

            Notes to consolidated financial statements
            June 30, 2001 (Revised)............................................7

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations.........................................10

Item 3.     Quantitative and Qualitative Disclosures About Market Risk........12

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings.................................................12

Item 2.     Changes in Securities and Use of Proceeds.........................12

Item 3.     Defaults upon Senior Securities...................................12

Item 4.     Submission of Matters to a Vote of Security Holders...............12

Item 5.     Other Information.................................................12

Item 6.     Exhibits and Reports on Form 8-K..................................12

Signatures  ..................................................................13


                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----
CONSOLIDATED FINANCIAL STATEMENTS:

         Consolidated Balance Sheets as of June 30, 2001 (Unaudited)
              (Revised) and March 31, 2001 (Revised).........................  4

         Consolidated Statements of Operations for the Three Months
              Ended June 30, 2001 (Unaudited) (Revised) and 2000 (Unaudited)
              (Revised)......................................................  5

         Consolidated Statements of Cash Flows for the Three Months Ended
              June 30, 2001 (Unaudited) (Revised) and 2000 (Unaudited)
              (Revised)......................................................  6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 (Revised)...........7-9


                                        3
<PAGE>


                   UNITED ENERGY CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2001 (Unaudited) (Revised)
                          AND MARCH 31, 2001 (Revised)

<TABLE>
<CAPTION>
                                                                           June 30,        March 31,
                                                                             2001            2001
                                                                             ----            ----
                                                                          (Unaudited)
                                                                           (Revised)       (Revised)
                                     ASSETS
<S>                                                                      <C>             <C>
CURRENT ASSETS:
   Cash and cash equivalents...........................................  $     75,689    $     96,695
   Accounts receivable, net of allowance for doubtful accounts
      of $41,465 and $71,656, respectively.............................     1,057,602         970,433
   Inventory...........................................................       103,169         121,753
   Prepaid expenses....................................................        38,150              --
                                                                         ------------    ------------
      Total current assets.............................................     1,274,610       1,188,881

PROPERTY AND EQUIPMENT, net of accumulated depreciation and
   amortization of $20,335 and $19,848, respectively...................         6,647           7,134

OTHER ASSETS:
   Goodwill, net of accumulated amortization of $12,930 and
      $11,935, respectively............................................        73,593          74,588
   Patent, net of accumulated amortization of $22,197 and
      $19,545, respectively............................................       136,859         139,511
   Other assets........................................................         1,385           1,585
                                                                         ------------    ------------

      Total assets.....................................................  $  1,493,094    $  1,411,699
                                                                         ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable and accrued expenses...............................  $    557,958    $    636,754
   Accounts payable to shareholders....................................            --         350,000
   Related party loans payable.........................................        30,009          30,009
   Short-term bank loan and revolving line of credit...................       100,000              --
                                                                         ------------    ------------
      Total current liabilities........................................       687,967       1,016,763
                                                                         ------------    ------------

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock; 100,000,000 shares authorized of $0.01 par
      value, 16,080,270 and 15,830,270 shares issued and
      outstanding as of June 30 and March 31, 2001, respectively.......       160,802         158,302
   Additional paid-in capital..........................................     4,452,052       4,042,052
   Stock subscription receivable.......................................       (25,000)        (25,000)
   Accumulated deficit.................................................    (3,782,727)     (3,780,418)
                                                                         ------------    ------------
      Total stockholders' equity.......................................       805,127         394,936
                                                                         ------------    ------------

      Total liabilities and stockholders' equity.......................  $  1,493,094    $  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 MONTHS ENDED
       JUNE 30, 2001 (Unaudited) (Revised) AND 2000 (Unaudited) (Revised)

<TABLE>
<CAPTION>
                                                                 For the Three Months
                                                                    Ended June 30,
                                                                 2001             2000
                                                                 ----             ----
                                                                      (Unaudited)
                                                                       (Revised)

<S>                                                          <C>             <C>
REVENUES, net..............................................  $   589,692     $   836,332

COST OF GOODS SOLD.........................................      329,277         546,330
                                                             -----------     -----------

   Gross profit............................................      260,415         290,002
                                                             -----------     -----------

OPERATING EXPENSES:
   General and administrative..............................      195,303         303,344
   Executive services contributed by management............       62,500          62,500
   Depreciation and amortization...........................        4,134           4,385
                                                             -----------     -----------

      Total operating expenses.............................      261,937         370,229
                                                             -----------     -----------

      Income (Loss) from operations........................       (1,522)        (80,227)
                                                             ------------    ------------

OTHER (EXPENSE) INCOME, net:
   Interest income.........................................          582              --
   Interest expense........................................       (1,369)           (934)
                                                             -----------     -----------

Total other expense, net...................................         (787)           (934)
                                                             -----------     -----------

      Net Income (loss)....................................  $    (2,309)    $   (81,161)
                                                             ============    ============

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, basic
   and diluted.............................................   15,841,259      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 THREE MONTHS ENDED
        JUNE 30, 2001 (Unaudited)(Revised) AND 2000 (Unaudited)(Revised)

<TABLE>
<CAPTION>
                                                                                    For the Three Months
                                                                                       Ended June 30,
                                                                                    2001            2000
                                                                                    ----            ----
                                                                                         (Unaudited)
                                                                                          (Revised)

<S>                                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss.....................................................................   $  (2,309)  $  (81,161)
   Adjustments to reconcile net income to net cash used in operating activities-
      Depreciation and amortization.............................................       4,134        4,385
      Executive services contributed by management..............................      62,500       62,500
   Changes in operating assets and liabilities-
      (Increase) decrease in accounts receivable, net...........................     (87,169)     172,175
      Decrease (increase) in inventory..........................................      18,584     (209,887)
      Increase in prepaid expenses..............................................     (38,150)        (251)
      Decrease in other assets..................................................         200          200
      Decrease in accounts payable and accrued expenses.........................     (78,796)     (84,027)
                                                                                   ---------   ----------

        Net cash used in operating activities...................................    (121,006)    (136,066)
                                                                                   ---------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds on line of credit...................................................     100,000      160,000
   Payments on bank loan........................................................          --       (1,738)
                                                                                   ---------   ----------

      Net cash provided by financing activities.................................     100,000      158,262
                                                                                   ---------   ----------

      Net increase (decrease)in cash and cash equivalents.......................     (21,006)      22,196

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

CASH AND CASH EQUIVALENTS, end of period........................................   $  75,689   $   68,204
                                                                                   =========   ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period-
      Interest..................................................................   $   1,449   $      174
                                                                                   =========   ==========

      Income taxes..............................................................   $     720   $      720
                                                                                   ---------   ----------

      Conversion of Accounts payable to shareholders to common stock............   $ 350,000           --
                                                                                   =========   ==========
</TABLE>

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


                                       6
<PAGE>


                               UNITED ENERGY CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (REVISED)
                                  JUNE 30,2001


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  June  30,  2001
(unaudited)  and March 31, 2001 and the results of its  operations for the three
months ended June 30, 2001  (unaudited) and 2000  (unaudited) and cash flows for
the three months  ended June 30, 2001 and 2000.  All such  adjustments  are of a
normal and recurring  nature.  Interim  financial  statements  are prepared on a
basis  consistent with the Company's  annual  financial  statements.  Results of
operations  for the  three-months  ended  June  30,  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 Company's Annual Report on Form 10-K, as amended.

2.   STOCK OPTION PLAN

     On May 3, 1999,  the Board of  Directors  approved  the 1999  Comprehensive
Stock  Option  Plan (the  "1999  Plan").  Under the 1999  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 and
NSOs will be no less than the market price of the Company's  common stock on the
date of grant. Adoption of the 1999 Plan is pending shareholder approval.

     The Company has no options outstanding.

3.   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.


                                       7
<PAGE>


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


4.   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.

5.   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 months ended
June 30, 2001 (Revised) and 2000 (Revised):

     The Company's total revenues,  net income (loss) and identifiable assets by
segment for the three months ended June 30, 2001 (Unaudited)  (Revised),  are as
follows:

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

<S>                                             <C>              <C>              <C>             <C>
Revenues .....................................  $      516,558   $       73,134   $           --  $       589,692
                                                ==============   ==============   ==============  ===============

Gross profit..................................  $      225,408   $       35,007   $           --  $       260,415
General and administrative....................          53,658           36,510          105,135          195,303
Executive services contributed by management..              --               --           62,500           62,500
Depreciation and amortization.................              --            4,053               81            4,134
Interest expense/net..........................           1,369               --             (582)             787
                                                --------------   --------------   --------------  ---------------
         Net income/(loss)....................  $      170,381   $       (5,556)  $     (167,134) $        (2,309)
                                                ==============   ==============   ==============  ===============

Cash     .....................................  $           --               --   $       75,689  $        75,689
Accounts receivable, net......................       1,033,307           24,295               --        1,057,602
Inventory.....................................          57,067           46,102               --          103,169
Prepaid Expenses..............................              --           37,950              200           38,150
Fixed assets, net.............................              --               --            6,647            6,647
Goodwill, net.................................              --           73,593               --           73,593
Patent, net...................................              --          136,859               --          136,859
Other assets..................................              --               --            1,385            1,385
                                                --------------   --------------   --------------  ---------------

         Total assets.........................  $    1,090,374   $      318,799   $       83,921  $     1,493,094
                                                ==============   ==============   ==============  ===============
</TABLE>


                                        8
<PAGE>


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

     The Company's total revenues and net income (loss) by segment for the three
months ended June 30, 2000 (Unaudited) (Revised) are as follows:

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

<S>                                             <C>              <C>              <C>             <C>
Revenues ....................................   $      802,517   $       33,815   $           --  $      836,332
                                                ==============   ==============   ==============  ==============

Gross profit..................................  $      281,504   $        8,498   $           --  $      290,002
General and administrative....................          98,106           32,711          172,527         303,344
Executive services contributed by management..              --               --           62,500          62,500
Depreciation and amortization.................              --            3,868              517           4,385
Interest expense/ net.........................             934               --               --             934
                                                --------------   --------------   --------------  --------------
Net income/(loss).............................  $      182,464   $      (28,081)  $     (235,544) $      (81,161)
                                                ==============   ==============   ==============  ==============
</TABLE>

6.   NEW ACCOUNTING PRONOUNCEMENT

     In July 2001, the FASB issued SFAS No. 141 "Business Combinations" and SFAS
No. 142  "Goodwill  and Other  Intangible  Assets".  SFAS No. 141  requires  all
business  combinations  initiated  after June 30, 2001 to be accounted for using
the purchase  method.  Under SFAS No. 142,  goodwill and intangible  assets with
indefinite  lives are no longer  amortized  but are  reviewed  annually (or more
frequently if impairment indicators arise) for impairment.  Separable intangible
assets  that  are not  deemed  to have  indefinite  lives  will  continue  to be
amortized over their useful lives (but with no maximum life).  The  amortization
provisions  of SFAS No. 142 apply to goodwill  and  intangible  assets  acquired
after June 30, 2001.  With respect to goodwill and  intangible  assets  acquired
prior to July 1, 2001,  the Company is required to adopt SFAS No. 142  effective
April 1, 2002.  The Company is currently  evaluating the effect that adoption of
the provisions of SFAS No. 142 that are effective April 1, 2002 will have on its
results of operations and financial position.

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 and June 30,  2001  Consolidated  Balance
Sheets have been  revised for the above.  The Company also  recorded  additional
non-cash  compensation  expense  for stock given to outside  consultants  during
fiscal 2000 and 1999,  amounting  to $48,210  and  $103,750,  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 months
ended  June 30,  2001  and 2000 has been  revised  to  reflect  the  $62,500  of
executive services contributed by management in each quarter. The above resulted
in losses per share of $.00 and $.01 for the three  months  ended June 30,  2001
and 2000.


                                        9
<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'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.

     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.

     On  September  22,  2000 the Company  entered  into an  agreement  with the
Alameda   Company  of  Anaheim   California   which  grants  Alameda   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 has
turned over to Alameda all existing customers within the above territory.

     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.

     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 JUNE 30, 2001 AND 2000

     Revenues. Revenues for the first three months of fiscal 2002 were $589,692,
a $246,640, or 29% decrease, from revenues of $836,332 in the first three months
of fiscal  2001.  The  decrease in  revenues  was  primarily  due to a temporary
decline in  UNIPROOF(R)  sales as the  Alameda  Company  adjusts  its  marketing
program to accommodate the purchase and sale  requirements  under their contract
with us.

     Cost of Goods  Sold.  Cost of goods sold  decreased  to  $329,277 or 56% of
sales,  for the three months ended June 30, 2001 from  $546,330 or 65% of sales,
for the three months ended June 30, 2000. The decrease was primarily


                                       10
<PAGE>


due  to  lower  production  of  UNIPROOF(R)  proofing  paper  as  the  sales  of
UNIPROOF(R) paper were temporarily decreased.

     Gross  Profit.  Gross  profit for the three  months ended June 30, 2001 was
$260,415, a $29,587 or 10% decrease from $290,002 in the corresponding period of
fiscal 2001. This decrease was primarily  attributable to decreased  UNIPROOF(R)
sales.

Operating Costs and Expenses

     General and Administrative  Expenses.  General and administrative  expenses
decreased  to  $195,303,  or 33% of revenues for the three months ended June 30,
2001 from $303,344, or 36% of revenues for the three months ended June 30, 2000.

     Executive  Services  Contributed  by Management.  Senior  Executives of the
Company  contributed $62,500 of services in the quarters ended June 30, 2000 and
2001 which were recorded as an expense.

     Interest  Expense,  Net of Interest  Income.  The Company had net  interest
expense of $787 for the three  months  ended June 30 of 2001  compared  with net
interest expense of $934 in the corresponding 2000 period.

     Net Loss.  The three  months  ended June 30,  2001  resulted in net loss of
$2,309 as compared to a net loss of $81,161 for the three  months ended June 30,
2000.  The  smaller  loss in the 2001  period is  primarily  the result of lower
general and administrative expenses.

Liquidity and Capital Resources

     As of  June  30,  2001 we had  $75,689  in  cash,  accounts  receivable  of
$1,057,602  and  inventory of $103,169.  As of March 31, 2001, we had $96,695 in
cash, accounts receivable of $970,433 and inventories of $121,753.

     Net  Cash  Used  in  Operating  Activities.  Net  cash  used  in  operating
activities  was  $121,006 in the three months ended June 30, 2001, a decrease of
$15,060 from the $136,066 used in the same period of the prior year.

     Cash  Provided by  Financing  Activities.  Net cash  provided by  financing
activities  decreased  to $100,000 for the three months ended June 30, 2001 from
$158,262 for the period ended June 30, 2000, a net decrease of $58,262.

     Inventories  at March 31, 2001 were  $121,753 and  decreased to $103,169 at
June 30, 2001, a decrease of $81,584.  The lower inventory from prior periods is
due to the  fact  that  we now  ship  most of our  UNIPROOF(R)  as soon as it is
produced.

     Capital expenditures were negligible during the three months ended June 30,
2001 and during the  corresponding  period of 2000.  The Company has no material
commitments for future capital expenditures.

     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 2% plus the bank's  prime rate.  As of June 30,  2001,
$100,000  was  outstanding  under the credit  line.  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 future  capital needs for at least the next
twelve months.

     New  Accounting  Pronouncement.  In July 2001, the FASB issued SFAS No. 141
"Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets".
SFAS No. 141 requires all business combinations initiated after June 30, 2001 to
be accounted  for using the purchase  method.  Under SFAS No. 142,  goodwill and
intangible assets with indefinite lives are no longer amortized but are reviewed
annually (or more  frequently if impairment  indicators  arise) for  impairment.
Separable  intangible  assets that are not deemed to have indefinite  lives will
continue to be


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<PAGE>


amortized over their useful lives (but with no maximum life).  The  amortization
provisions  of SFAS No. 142 apply to goodwill  and  intangible  assets  acquired
after June 30, 2001.  With respect to goodwill and  intangible  assets  acquired
prior to July 1, 2001,  the Company is required to adopt SFAS No. 142  effective
April 1, 2002.  The Company is currently  evaluating the effect that adoption of
the provisions of SFAS No. 142 that are effective April 1, 2002 will have on its
results of operations and financial position.

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

     On June 26, 2001,  the Company issued 250,000 shares of its common stock to
an entity  which had  previously  agreed to purchase  such shares for a total of
$350,000.  The proceeds  from the sale had been received in fiscal 2000 and were
used for general corporate purposes.

Item 3.  Defaults upon Senior Securities

     None.

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 June 30, 2001.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits. None.

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


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<PAGE>


                               United Energy Corp.
                                   FORM 10-Q/A
                                  June 30, 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:    January 31, 2002

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


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