U.S. Energy Systems, Inc.

Ticker:	USEY	515 North Flagler Drive, Suite 202
Exchange:	NASDAQ-Small Cap Market	West Palm Beach, Florida 33401
Industry:	Utilities	(561) 820-9779

Type of Shares:	Common Shares	Filing Date:	5/6/96
U.S. Shares:	3,100,000	Offer Date:	12/2/96
Non-U.S. Shares:	0	Filing Range:	$4.00 - $5.50
Primary Shares:	3,100,000	Offer Price:	$4.00
Secondary Shares:	0	Gross Spread:	$0.40
Offering Amount:	$14,725,000	Selling:	$0.16
Expenses:	$650,000	Reallowance:	$0.06
Shares Out After:	3,869,650

Manager	Tier	Phone
Gaines Berland	Lead Manager	(212) 319-2050

Auditor: Eisner, Richard A.
		6 Month Ending Financials
	Audited Income	Latest Unaudited Income	Prior Unaudited Income		Balance Sheet
	1/31/96	7/31/96	7/31/95		7/31/96
Revenue:	$0.00	$0.00	$0.00	Assets:	$2.08
Net Income:	-$1.50	-$0.86	-$0.71	Liabilities:	$5.63
EPS:	-$3.41	-$1.95	-$1.61	Equity:	-$3.56
Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year, unaudited figures are partial year

Business Description

The company is engaged in the cogeneration and independent power plant industries as a project developer, owner and operator. Cogeneration is the process of producing two or more energy forms simultaneously from the same fuel source. A cogeneration facility is a power plant which produces electricity and, simultaneously, recovers waste heat to use in place of heat which would otherwise be made from conventional sources such as furnaces or boilers. An IPP is a power plant which is not owned and operated by a regulated public electric utility company. Frequently, IPPs are cogeneration facilities. Federal and state laws have been promulgated to promote competition in the sale of electric energy and to encourage cogeneration and independent power facilities.

Use of Proceeds

The proceeds from the proposed offering will be used for the Steamboat Acquisition; for the investment in NRG; to repay indebtedness and for working capital .

Last updated: 12/29/96