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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A


                               (AMENDMENT NO. 2)


            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the Fiscal Year ended March 31, 2003

                                       OR

          |_| 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
incorporation or organization)                           Identification Number)


                           600 Meadowlands Parkway #20
                              Secaucus, N.J. 07094
                              --------------------
              (Address of Principal Executive Offices and Zip Code)

       Registrant's Telephone Number, Including Area Code: (800) 327-3456
                                                           --------------

        Securities Registered Pursuant to Section 12(B) of the Act: None
                                                                    ----

           Securities Registered Pursuant to Section 12(G) of the Act:
                     Common Stock, Par Value $.01 Per Share
                     --------------------------------------

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

The aggregate market value of the registrant's common stock held by
nonaffiliates on July 28, 2003 (based on the average of the bid and asked prices
of the Common Stock on the OTC Bulletin Board on such date) was $16,534,377.

As of July 28, 2003 there were 22,180,270 shares of the registrant's common
stock outstanding.


================================================================================
<PAGE>



Introduction
------------

On June 26, 2003, United Energy Corp. ("United Energy" or the "Company"), filed
with the Securities and Exchange Commission (the "Commission") its Annual Report
on Form 10-K for its fiscal year ended March 31, 2002 (the "2002 Form 10-K").
The information called for by items 10, 11, 12, 13 and 14 of Part III of Form
10-K was not included in the body of the 2002 Form 10-K as filed, but was
incorporated by reference to the Company's Proxy Statement which was expected to
be filed with the Commission within the 120-day period. Because the Company is
not in fact filing its Proxy Statement within such 120 day period, this Form
10-K/A amends the 2002 Form 10-K by deleting therefrom the caption and first
paragraph and substituting therefore the following replacements for Items 10,
11, 12, 13 and 14.

Item 10 - Directors and Executive Officers of the Registrant
------------------------------------------------------------


The following table shows the positions held by the Company's Board of Directors
(the "Board") and executive officers during the fiscal year ended March 31,
2003. Directors are elected annually and serve until the next annual meeting of
the Company's stockholders, and until their successors have been elected and
have qualified. Officers are appointed to their positions, and continue in such
positions, at the discretion of the Directors.


<TABLE>
<CAPTION>


      NAME                     AGE        POSITION                           HELD SUCH POSITION(S) SINCE
      ----                     ---        --------                           ---------------------------


      <S>                      <C>        <C>                                           <C>
      Ronald Wilen             64         Chairman of the Board, CEO                    1995
                                          and Director

      Rodney I. Woods*         61         Director and President                        2002

      Martin Rappaport         67         Director                                      2001

      Robert F. Deak**         56         Director                                      2002

      Andrea Pampanini         63         Director                                      2001

      Thomas Spencer***        59         Director                                      2001

      Andrew Lundquist#        41         Director and President of the                 2002
                                          Energy Division

      Sanford M. Kimmel        50         Chief Financial Officer                       2002
</TABLE>
* Resigned from the Company as President and a Director on April 14, 2003.


** Resigned from the Company as a Director on February 5, 2003.
*** Term as a Director was not renewed effective with the annual meeting held on
November 6, 2002.
# Resigned from the Company as a Director and President of the Energy Division
on December 31, 2002.


There are no family relationships among Officers and/or Directors.


Ronald Wilen. Since October 1995 Mr. Wilen has been primarily engaged as the
Chief Executive Officer of United Energy Corp., serving as its President and as
a Director. Mr. Wilen has also served during the period as the President of Nor
Industries, Inc., the principal subsidiary of United Energy. In the period from
April



                                      -2-
<PAGE>

1995 through October 1995, Mr. Wilen was primarily responsible for overseeing
the development of the assets which are now part of United Energy,
assembling the team of administrative and technical personnel to run United
Energy and in arranging for the acquisition of the Company which took place in
October 1995. In August 2001, Mr. Wilen resigned as President of the Company and
became Chairman of the Board and CEO and a Director of the Company in order to
make available the position of President for an experienced marketing executive.

Rodney I. Woods. Mr. Woods has served as President and a Director of the Company
since July 2002. Before his present appointment with the Company, Mr. Woods was
the Chief Executive Officer of McCormack Advisors International, LLC, a joint
venture between Merrill Lynch and International Management Group. Prior to the
formation of this investment advisory company, Mr. Woods was First Vice
President and National Marketing Manager for the Eastern Sales Division of
Merrill Lynch for five years. From 1998 to 1992, Mr. Woods was President and
Chief Executive Officer of the Merrill Lynch Trust Company. Before rejoining
Merrill Lynch in 1987, Mr. Woods was Senior Vice President and Marketing
Director of the United States Trust Company of New York. Mr. Woods resigned from
the Company as President and Director on April 14, 2003.

Martin Rappaport. Mr. Rappaport was elected to the Board in June 2001. Mr.
Rappaport is self-employed, and develops and manages commercial and residential
real estate interests (including office space leased to United Energy), having
done so for the past 30 years. He is active with, and a contributor to
Blythedale Children's Hospital in Valhalla, New York.


Andrea Pampanini. Mr. Pampanini has served as a Director since December 2001.
Mr. Pampanini is an organizational advisor with extensive restructuring,
marketing and strategic planning experience serving, among other industries, the
chemical, petroleum, pharmaceutical, basic metals, electrical equipment, power
generation and heavy industrial goods sectors. In 1989, Mr. Pampanini founded
Turnaround Associates Inc., a consulting firm specializing in the financial and
operational organization of medium to large-sized companies. Since 1998, Mr.
Pampanini has been a member of Leadership Strategies LLC, a group of
professionals specializing in strategic planning and personal leadership
coaching. Mr. Pampanini has devoted a major portion of his career to the Middle
East, including serving as Executive Vice President of Development Resources
Corporation from 1971 to 1977, during which time he supervised the final phases
of the Dez hydroelectric power and irrigation project in Iran.


Sanford M. Kimmel. In May 2002, Mr. Kimmel joined the Company as its Chief
Financial Officer. From April 2001 until May 2002, Mr. Kimmel served as Chief
Financial Officer of CTB Consulting, Inc., a technology consulting and service
company. From July 2000 to March 2001, Mr. Kimmel was Vice President and Chief
Financial Officer of QV Trading Systems, Inc., a software development and
financial outsource services company. During 1994 to 2000, Mr. Kimmel was Senior
Vice President, Treasurer and Chief Financial Officer of PXRE Group, Ltd.,
formerly PXRE Corporation.


As of March 31, 2003, there were no persons other than Mr. Wilen that could be
deemed either "promoters" or "controlling persons" with respect to United Energy
Corp., although all Directors would be deemed to be "affiliates" by virtue of
their Board positions.


Significant Employee
--------------------

Jeffery Langberg. Mr. Langberg has served as the Director of Marketing for the
Company since June 2002. Since 1995, Mr. Langberg has been self-employed as
a consultant and investment banker, assisting companies in the development and
execution of marketing plans, finding key management and specialty


                                      -3-
<PAGE>
consultants and raising early stage equity or debt financing. Mr. Langberg
has a Juris Doctor from Fordham Law School and a BS in Economics from the
Wharton School of Finance.

Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, file reports of ownership
on Forms 3, 4 and 5 with the Securities and Exchange Commission (the
"Commission"). Officers, directors and greater than ten percent stockholders are
required by the Commission's regulations to furnish the Company with copies of
all Forms 3, 4 and 5 they file.

Based solely on the Company's review of the copies of such forms it has received
and written representations from certain reporting persons that they were not
required to file reports on Form 5 for the fiscal year ended March 31, 2003, the
Company believes that all its officers, directors and greater than ten percent
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during the fiscal year ended March 31, 2003, except for
the following late Form 4 filings: Ronald Wilen (November 2002) and Martin
Rappaport (May 2002, November 2002).

Item 11 - Executive Compensation
--------------------------------


During the three fiscal years ended March 31, 2003 the Company had no
arrangements for the remuneration of its Officers and Directors, except that
they were entitled to receive reimbursement for actual, demonstrable
out-of-pocket expenses, including travel expenses, if any, made on the Company's
behalf. Non-employee directors receive options on 10,000 shares of common stock
each year. The Company will pay compensation to the Officers and Directors
elected in 2003, if at all, at a rate yet to be determined by the Board.


The following table sets forth the compensation, if any, and the nature of such
compensation, received from the Company.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
                                       -------------------                      ----------------------
                                                                  OTHER                  SECURITIES                ALL
                                                                  ANNUAL    RESTRICTED   UNDERLYING               OTHER
NAME AND                       FISCAL                            COMPEN-      STOCK        OPTIONS      LTIP      COMPEN-
PRINCIPAL POSITION             YEAR      SALARY       BONUS     SATION(2)     AWARD         SARS       PAYOUTS    SATION
------------------             -----    --------    --------    ---------   ----------   -----------   -------    ------

<S>                            <C>      <C>         <C>         <C>          <C>          <C>             <C>       <C>
Ronald Wilen.................. 2003     $206,923           0    $22,308(1)   100,000      100,000         0
Chairman                       2002      $79,500           0    $18,642(1)         0      400,000         0          0
                               2001            0           0    $18,623(1)         0            0         0          0
</TABLE>


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
                                       -------------------                      ----------------------
                                                                  OTHER                  SECURITIES                ALL
                                                                  ANNUAL    RESTRICTED   UNDERLYING               OTHER
NAME AND                       FISCAL                            COMPEN-      STOCK        OPTIONS      LTIP      COMPEN-
PRINCIPAL POSITION             YEAR      SALARY       BONUS     SATION(2)     AWARD         SARS       PAYOUTS    SATION
------------------             -----    --------    --------    ---------   ----------   -----------   -------    ------
<S>                            <C>      <C>         <C>         <C>             <C>       <C>             <C>        <C>
Rodney I. Woods............... 2003     $192,308     $75,000     $3,492         0         500,000         0          0
President (3)

Jeffery Langberg.............. 2003     $114,423    $100,001    $13,684         0         300,000         0          0
Director of Marketing

Sanford M. Kimmel............. 2003     $110,584     $21,986    $13,439         0          62,500         0          0
Chief Financial Officer
</TABLE>



(1)  During the fiscal years ended March 31, 2003 and 2002, the Company paid for
     the leases on two automobiles used by Mr. Wilen under monthly lease
     payments. The Company also paid for the medical insurance for Mr. Wilen at
     a rate of $923.08 per month. The Company's revised financial statements
     reflect imputed salaries for Mr. Wilen and Mr. Seaman totaling $250,000 for
     2001 and part of 2002.



(2)  The Company pays for medical insurance for all employees. Included in the
     table is the amount of the premiums paid by the company dependant on the
     coverage provided.


(3)  Resigned from the Company as President and a Director on April 14, 2003.


                                      -5-
<PAGE>
                        OPTIONS/SAR GRANTS IN FISCAL YEAR
                              ENDED MARCH 31, 2003
<TABLE>
<CAPTION>
                            INDIVIDUAL GRANTS
                       ---------------------------
                        NUMBER OF     PERCENT OF
                       SECURITIES   TOTAL OPTIONS/                                     POTENTIAL REALIZATION
                       UNDERLYING        SARS                                        VALUE AT ASSUMED RATES OF
                        OPTIONS/      GRANTED TO      EXERCISE OF                    STOCK PRICE APPRECIATION
                          SARS         EMPLOYEES      BASE PRICE   EXPIRATION                   FOR
NAME                     GRANTED    IN FISCAL YEAR      ($/SH)        DATE                  OPTION TERM
----                   ----------   --------------    -----------  ----------   ------------------------------
<S>                    <C>               <C>          <C>            <C>        <C>      <C>       <C>
                                                                                0%($)     5% ($)      10% ($)
Ronald Wilen           100,000            4.7%        $1.80          11/6/12              99,239     244,431

Rodney Woods(1)        500,000           23.7%        $1.15          5/29/12             317,014     780,819

Jeffery Langberg       300,000(3)        14.2%        $2.00           6/1/12    $3.25(2) 723,229   1,151,621

Sanford M. Kimmel        62,500           3.0%        $2.05-$1.84    7/11/12              66,297     163,293
</TABLE>

There were no options exercised by executive officers or directors during the
last fiscal year.


(1)  Mr. Woods options expire 90 days after his resignation date of 4/14/03.


(2)  Mr. Langberg's options were issued with an exercise price below market
     value at the date of the grant.

(3)  200,000 of Mr. Langberg's options become exercisable upon attainment of
     $.25 earnings per share in any fiscal year.


                     COMPENSATION OF DIRECTORS AND OFFICERS

Non-employee directors receive options for 10,000 shares of the Company's common
stock in lieu of an annual retainer and meeting fees. Other than the 10,000
options granted, there were no special fees, contracts entered into in
consideration of any director's service, or payment issued to a director for any
service, except that Reginald Babcock received $26,851 for the performance of
Corporate Secretarial services during the fiscal year ended March 31, 2002.

During the fiscal year ended March 31, 2003, the Company entered into the
following employment agreements:

Mr. Rodney I. Woods entered into a two year employment agreement with the
Company on April 9, 2002. Mr. Woods was elected as a Director and appointed
President of the Company at the July 11, 2002 Board meeting. Under the
agreement, Mr. Woods has a base salary of $250,000 and is entitled to a bonus of
$100,000 payable on April 9, 2003. Mr. Woods was granted 500,000 options to
purchase common stock at an exercise price of $1.15 per share, which vests
immediately. Mr. Woods has also entered into a Confidentiality, Non-Compete and
Ownership and Intellectual Property Agreement with the Company pursuant to which
the Company and its assigns shall be the sole owner of all copyrights, patents,
patent applications, inventions and other forms of intellectual property or
property-related rights developed, conceived or created by, or with the
involvement of, Mr. Woods in his performance of services for the


                                      -6-
<PAGE>
Company under the agreement. Mr. Woods will not, while performing services
for the Company and for a period of one year following the termination of his
employment: (1) render services to compete with the Company in any way, (2)
solicit customers of the Company, or (3) induce any person engaged with the
Company to limit its relationship in any way.

Mr. Jeffery Langberg entered into a one year employment agreement with the
Company dated June 1, 2002 and was appointed Director of Marketing of the
Company at the May 29, 2002 Board Meeting. The agreement calls for Mr. Langberg
to receive a base salary of $175,000 per year. Mr. Langberg was granted 300,000
options to purchase common stock of the Company at a strike price of $2.00 per
share, 100,000 options vests immediately, and the remaining 200,000 options that
 vest upon the extension of his employment agreement at the end of one year
or at such time that the Company earns $0.25 per share in one year. On November
6, 2002 the Compensation Committee of the Board agreed to pay a bonus of
$100,001 to Mr. Langberg, which has been paid, reflecting his increased
responsibilities and contributions to the Company. On June 11, 2003 it was
determined by the Compensation Committee of the Board that future bonuses would
be suspended and that any future bonuses would be discretionary based upon
individual and Company wide performance and the achievement of certain sales and
cash flow objectives. The Company and Mr. Langberg are currently in discussions
regarding the terms of conditions of his continuing employment with the Company.

Mr. Sanford M. Kimmel entered into a three year employment contract with the
Company on May 14, 2002 and was appointed Chief Financial Officer of the Company
at the May 29, 2002 Board meeting. The agreement calls for Mr. Kimmel to receive
a base salary of $125,000 per year and a bonus of $25,000 to be paid on May 14,
2003. Mr. Kimmel was granted 12,500 options to purchase common stock at a strike
price of $2.05 per share, that vests immediately, and an additional 12,500
options that  vest in one year. At the July 11, 2002 Board meeting, Mr.
Kimmel was granted an additional 37,500 options, 12,500 options which will vest
immediately and the remaining 25,000 options will vest in one year at a strike
price of $1.84 per share. Mr. Kimmel's employment agreement includes a Change of
Control provision that would pay Mr. Kimmel's salary for one year if terminated
under certain conditions. Mr. Kimmel has also entered into a Confidentiality,
Non-Compete and Ownership and Intellectual Property Agreement with the Company
pursuant to which the Company and its assigns shall be the sole owner of all
copyrights, patents, patent applications, inventions and other forms of
intellectual property or property-related rights developed, conceived or created
by, or with the involvement of, Mr. Kimmel in the performance of his services
for the Company under the agreement. Mr. Kimmel will not while performing
services for the Company and for a period of one year following the termination
of his employment: (1) render services to compete with the Company in any way,
(2) solicit customers of the Company, or (3) induce any person engaged with the
Company to limit its relationship in any way. On June 11, 2003 it was determined
by the Compensation Committee of the Board that future bonuses would be
suspended and that any future bonuses would be discretionary based upon
individual and Company wide performance and the achievement of certain sales and
cash flow objectives.

All three individuals are entitled to other standard benefits including health
insurance and reimbursement of out of pocket expenses and such other future
benefits that the Company may implement in the future.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Ronald Wilen, Martin Rappaport and
Andrea Pampanini. During the year ended March 31, 2003, Mr. Robert Deak and
Mr. Thomas Spencer served on the Compensation Committee until they left the
Board. Mr. Ronald Wilen is an executive employee of the Company and was not
paid a salary until May 2002 at which time he began drawing a salary paid.


                                      -7-
<PAGE>

Other than Mr. Wilen, none of the other members of the Compensation Committee is
an officer or employee of the Company or any of its subsidiaries. There were no
compensation interlocks.

Martin Rappaport, a major shareholder and director of the Company, owns the
property from which United Energy leases the 9,600 square foot facility it
occupies in Secaucus, New Jersey. The Company pays approximately $100,000 per
year under the lease, excluding real estate taxes.

No interlocking relationships exist between the member of the Company's Board or
Compensation Committee and the Board or Compensation Committee of any other
Company, nor has any such relationship existed in the past.

Compensation Committee Report on Executive Compensation
-------------------------------------------------------

As reported in the notes to the summary compensation table, the compensation
committee in fiscal year 2002 approved the grant of 400,000 options to Mr. Wilen
and Mr. Seaman in recognition of the fact that these executives have forgone
cash compensation for the last several years. There were no performance-based
criteria upon which the compensation was based for Mr. Wilen and Mr. Seaman. The
options issued are subject to terms set forth on the 2001 Equity Plan filed with
filed with Form 10-Q for period ended September 30, 2001 and the Amendment
thereto filed with this report on Form 10-K.

Item 12 - Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

                      EQUITY COMPENSATION PLAN INFORMATION
                              AS OF MARCH 31, 2003
<TABLE>
<CAPTION>
                                                                                                 NUMBER OF SECURITIES
                                                                                                 REMAINING AVAILABLE FOR
PLAN CATEGORY                     NUMBER OF SECURITIES TO BE                                     FUTURE ISSUANCE UNDER EQUITY
                                  ISSUED UPON EXERCISE OF        WEIGHTED-AVERAGE EXERCISE       COMPENSATION PLANS
                                  OUTSTANDING OPTIONS,           PRICE OF OUTSTANDING OPTIONS,   (EXCLUDING SECURITIES
                                  WARRANTS AND RIGHTS            WARRANTS AND RIGHTS             REFLECTED IN COLUMN (A))
                                  --------------------------     ----------------------------    ----------------------------
                                           (a)                              (b)                            (c)
<S>                                     <C>                                <C>                         <C>
EQUITY COMPENSATION                     1,335,020                          $1.29                       2,664,980
PLANS APPROVED BY
SECURITY HOLDERS

EQUITY COMPENSATION                     4,710,000                          $1.44                            --
PLANS AND WARRANTS NOT
APPROVED BY SECURITY
HOLDERS

TOTAL                                   6,045,020                          $1.41                       2,664,980*
</TABLE>

*An amendment and restatement of the 2001 Equity Incentive Plan expanding the
number of shares to a total of four million has been approved by vote of the
shareholders at the annual meeting on November 6, 2002.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -8-
<PAGE>
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of July 28, 2003 by: (i) each Director and each
executive officer; (ii) all executive officers and Directors of the Company as a
group; and (iii) each person known by the Company to own beneficially more than
5% of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
                                                                            AMOUNT OF
                                                          AND NATURE OF COMMON STOCK BENEFICIALLY OWNED
                                                          ---------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                   NUMBER                              PERCENT
------------------------------------                      -------                            --------

Directors and Named Officers:

<S>                                                       <C>                                 <C>
Ronald Wilen                                              4,087,000(2)                        18.0%
600 Meadowlands Pkwy.
Secaucus, N.J. 07094

Martin Rappaport                                          3,020,100(4)                        13.1%
8 Rockledge Road
Saddle River, NJ 07458


Andrea Pampanini                                             42,500(5)                           *
1120 Avenue of the Americas
New York, N.Y. 10036

Rodney I. Woods                                             500,000(6)                         2.2%
600 Meadowlands Pkwy.
Secaucus, N.J. 07094

Sanford M. Kimmel                                            62,500(6)                           *
600 Meadowlands Pkwy.
Secaucus, N.J. 07094

Total of all shareholdings of Directors and Named
Officers as of July 28, 2003                              7,712,100                           32.0%

5% Stockholders:

John Holmgren                                             1,500,000(7)                         6.6%
301 Merritt 7
Norwalk, CT 06851

UNRG Investments LLC                                      1,500,000(7)                         6.6%
3960 Howard Hughes Parkway, 5th Floor,
Las Vegas, NV 89109

LSR Capital UNRG, LLC                                     1,500,000(7)                         6.6%
50 Charles Lindbergh Blvd. Suite 500
Uniondale, NY 11553
</TABLE>
                                      -9-
<PAGE>
<TABLE>
<CAPTION>
                                                                            AMOUNT OF
                                                          AND NATURE OF COMMON STOCK BENEFICIALLY OWNED
                                                          ---------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                   NUMBER                              PERCENT
------------------------------------                      -------                            --------

<S>                                                       <C>                                 <C>
Robert L. Seaman                                          2,361,627(3)                        10.5%
515 Madison Ave.
New York, NY 10022
</TABLE>

*Denotes less than 1%.

(1)  Unless otherwise indicated in these footnotes, each stockholder has sole
     voting and investment power with respect to the shares beneficially owned.
     All share amounts reflect beneficial ownership determined pursuant to Rule
     13d-3 under the Exchange Act. All information with respect to beneficial
     ownership has been furnished by the respective Director, executive officer
     or stockholder, as the case may be. Except as otherwise noted, each person
     has an address in care of the Company.

(2)  Includes (i) 3,580,000 shares; (ii) options to purchase 400,000 shares at
     an exercise price of $1.11 per share, and (iii) options to purchase 100,000
     shares at an exercise price of $1.80 per share held by Mr.Wilen, all of
     which are immediately exercisable except for 100,000 options which vest
     over a four year period.

(3)  Includes (i) 1,861,627 shares held by Mr. Seaman; (ii) 100,000 shares held
     by the law firm Seaman & Wehle, of which Mr. Seaman is a member; and (iii)
     options to purchase 400,000 shares at an exercise price of $1.11 per share,
     all of which are immediately exercisable.

(4)  Includes (i) 2,200,100 shares; (ii) options to purchase 10,000 shares at an
     exercise price of $0.70 per share and another grant of 10,000 shares at an
     exercise price of $1.80 per share, all of which are vested, but are subject
     to reduction, on a proportional basis, if Mr. Rappaport voluntarily resigns
     as a director prior to the expiration of his one-year term; (iii) options
     to purchase 50,000 shares at an exercise price of $1.11 per share, and
     750,000 warrants to purchase common stock at an exercise price of $2.00,
     all of which are immediately exercisable.

(5)  Includes (i) 22,500 shares; and (ii) options to purchase 10,000 shares at
     an exercise price of $0.70 per share and another grant of 10,000 shares at
     an exercise price of $1.80 per share, all of which are vested, but are
     subject to reduction, on a proportional basis, if Mr. Pampanini voluntarily
     resigns as a director prior to the expiration of his one-year term.

(6)  Includes only options to purchase shares.

(7)  Includes 1,000,000 shares and warrants to purchase 500,000 shares.


Item 13 - Certain Relationships and Related Transactions
--------------------------------------------------------

Martin Rappaport, a major shareholder and director of the Company since August
2001, owns the property from which United Energy leases the 9,600 square foot
facility it occupies in Secaucus, New Jersey. The Company pays approximately
$100,000 per year under the lease, excluding real estate taxes.

The Company has an amount due to Robert L. Seaman, a major shareholder. The
balance as of March 31, 2003 was $244,141. This amount is unsecured and
non-interest bearing. Such amount is in dispute.

In addition, the Company issued 100,000 shares of restricted stock to the law
firm of Seaman and Wehle, of which Mr. Seaman is a partner, in partial
consideration for legal services rendered during the last fiscal year. The value
of the shares awarded was $111,000 based on a closing price of $1.11 on March 4,
2002, the date of grant.

Item 14 - Controls and Procedures
---------------------------------


The Company's CEO and then CFO evaluated the effectiveness of the Company's
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules 13a-14(c) and 15d- 14(c)) as of a date (the "Evaluation Date")
within 90 days before the filing date of this annual report, and have concluded
that as of the Evaluation Date, the disclosure controls and procedures were
effective and designed to ensure that material information relating to the
Company and its consolidated subsidiaries would be made known to them.



                                      -10-
<PAGE>

There were no significant changes in the Company's internal controls or, to
management's knowledge, in other factors that could significantly affect the
disclosure controls and procedures subsequent to the Evaluation Date.


                                      -11-
<PAGE>



                                   FORM 10-K/A
                                (AMENDMENT NO. 2)



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment No. 2 on Form 10-K/A to be signed
on its behalf by the undersigned, thereunto duly authorized.


                               UNITED ENERGY CORP.
                                  (REGISTRANT)



By: \s\ Ronald Wilen                                             July 16, 2004
    ----------------------------                                 -------------
    Ronald Wilen, Chairman & CEO                                      Date
    (Principal Executive Officer)



By: \s\ James McKeever                                           July 16, 2004
    -----------------------------------------------              -------------
    James McKeever, Interim Chief Financial Officer                   Date
    (Principal Accounting Officer)



                                      -12-
<PAGE>
INDEX TO EXHIBITS

Exhibit
Number      Item
------      ----
<TABLE>
<CAPTION>
<S>         <C>
99.1        Written  Statement of the Chief Executive  Officer Pursuant to 18 U.S.C.ss.1350 Sec. 302

99.2        Written  Statement of the Chief Financial  Officer Pursuant to 18 U.S.C.ss.1350 Sec. 302

99.3        Written  Statement of the Chief Executive  Officer Pursuant to 18 U.S.C.ss.1350 Sec. 906

99.4        Written  Statement of the Chief Financial  Officer Pursuant to 18 U.S.C.ss.1350 Sec. 906
</TABLE>

                                      -13-