<PAGE> 1
RULE 424(b)(3)
FILE NO. 333-36307
U.S. ENERGY SYSTEMS, INC.
SUPPLEMENT DATED NOVEMBER 20, 1997
TO PROSPECTUS DATED SEPTEMBER 30, 1997
As a result of certain transfers and sales of Common Stock by certain
Selling Shareholders, the table of Selling Shareholders in the Selling
Shareholders Section of the Prospectus is hereby deleted and replaced in its
entirety by the following table, which contains information as of November 19,
1997:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
SHARES OF COMMON STOCK TO BE OFFERED FOR THE
BENEFICIALLY OWNED PRIOR SELLING SHAREHOLDER'S
SELLING SHAREHOLDER TO THE OFFERING ACCOUNT
------------------- ------------------------ ----------------------
<S> <C> <C>
Howard A. Nevins(1)................................ 238,000 238,000
G. Henri Meijer(2)................................. 238,000 238,000
Kevin J. Schroeder(3).............................. 49,000 49,000
R. Michael Harris, as Trustee of the R. Michael
Harris Revocable Trust U/T/A July 1, 1990(4)..... 70,000 70,000
Richard H. Straeter(4)............................. 14,629 14,629
Matthew S. Stone(4)................................ 14,000 14,000
William F. Straeter(4)............................. 6,371 6,371
Christopher L. Stone(4)............................ 14,000 14,000
Hubert S. Barger or his successor as Trustee of the
Hubert S. Barger Trust U/A dated December 12,
1967, as amended(4).............................. 21,000 21,000
Financial Research Associates, Inc. ............... 11,430 11,430
Barry Minsky(5).................................... 40,000 40,000
</TABLE>
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(1) Howard A. Nevins is the Executive Vice President of the Company and sits on
the Company's Board of Directors. Prior to the Company's acquisition of AES
on August 18, 1997, Mr. Nevins was President and a Director of AES.
(2) G. Henri Meijer is the Manager of the Company's Environmental Division.
Prior to the Company's acquisition of AES, Mr. Meijer was
Secretary/Treasurer and a Director of AES.
(3) Kevin J. Schroeder was Vice President and a Director of AES prior to the
Company's acquisition of AES.
(4) Held a direct or indirect ownership interest in AES prior to the Company's
acquisition of AES.
(5) The shares being registered for resale by Mr. Minsky are shares of Common
Stock underlying presently exercisable options held by Mr. Minsky.
