FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
U.S ENERGY SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-1216347
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
515 North Flagler Drive, Suite 202
West Palm Beach, FL 33401
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Redeemable Common Stock Purchase Warrants
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(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information concerning the Redeemable Common Stock Purchase
Warrants to be registered hereunder was included in the Registrant's
Registration Statement on Form SB-2 filed with the Commission on May 3,
1996, Registration No. 333-04612, under the caption "Description of
Securities" in the Prospectus included in such Registration Statement and
is incorporated herein by reference.
<PAGE>
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1. Specimen Warrant Certificate (Incorporated by
reference to Exhibit 4.2 to Registration
Statement No. 333-04612).
2. Warrant Agreement (Incorporated by reference
to Exhibit 4.3 to Registration Statement No.
333-04612).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
U.S. ENERGY SYSTEMS, INC.
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(Registrant)
By: /s/Richard H. Nelson
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Richard H. Nelson
President
Date: November 26, 1996
