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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
UNITED STATES EXPLORATION, INC.
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(NAME OF ISSUER)
COMMON STOCK, $.0001 PAR VALUE PER SHARE
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(TITLE OF CLASS OF SECURITIES)
91182F 10 5
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(CUSIP NUMBER)
ANDREW L. BLAIR, JR., ESQ., SHERMAN & HOWARD L.L.C.
633 SEVENTEENTH STREET, SUITE 3000, DENVER, COLORADO 80202
TELEPHONE NUMBER: (303) 299-8138
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 7, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box __.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however see the Notes).
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SCHEDULE 13D
CUSIP NO. 9118F105
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRUCE D. BENSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS(SEE INSTRUCTIONS)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 4,220,100
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
4,220,100
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,220,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.46%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No.: 91182F105
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Item 1: SECURITY AND ISSUER
This Statement relates to the acquisition, disposition and beneficial
ownership of Common Shares ($.0001 par value per share) of United States
Exploration, Inc. (hereinafter the "Company"), whose principal place of business
is located at 1560 Broadway, Suite 1900, Denver, Colorado 80202.
Item 2: IDENTITY AND BACKGROUND
(a) Name: Bruce D. Benson
(b) Residence or Business Address: 1560 Broadway, Suite 1900,
Denver, CO 80202
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: President,
Chief Executive Officer and Chairman of the Board of Directors
for Benson Mineral Group, Inc. and President, Chief Executive
Officer and Chairman of the Board of Directors for United
States Exploration, Inc., 1560 Broadway, Suite 1900, Denver,
CO 80202
(d) During the past five years, Mr. Benson has not been convicted
in any criminal proceeding.
(e) During the past five years, Mr. Benson has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in an event the reporting of
which is required under this Item 2.
(f) Mr. Benson is a citizen of the United States of America.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
Mr. Benson acquired 220,100 Common Shares of the Company in private
transactions with personal funds. If the options owned by Mr. Benson are
exercised, he would expect to use personal funds to pay the exercise price, but
might arrange for debt financing at the time of exercise.
Item 4: PURPOSE OF TRANSACTION
Mr. Benson acquired options for 4,000,000 shares of the Company's
Common Stock in connection with his appointment as President and Chief Executive
Officer of the Company. Of these options, 2,000,000 were exercisable immediately
and 2,000,000 became exercisable as of August 7, 1998. He also purchased 220,100
Common Shares in two private transactions. Each acquisition was made for
investment purposes.
In connection with the ownership of the options, the Reporting Person
may elect to exercise them and acquire additional Common Shares of the Company.
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CUSIP No.: 91182F105
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At the present time, the Reporting Person has no plan to effect any
transaction which would have the effect of, or result in, any of the following:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act;
or
(j) Any action similar to any of those enumerated above.
Item 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, Mr. Benson is
deemed to beneficially own, directly or indirectly, 4,220,100
Common Shares of the Company. These holdings would represent
23.46% of the issued and outstanding Common Shares of the
Company as of June 30, 1998 if all options owned by Mr. Benson
were exercised.
b. Mr. Benson has the sole power to vote and has sole dispositive
right to 4,220,1000 Common Shares beneficially owned directly
by him.
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CUSIP NO.: 91182F105
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c. Mr. Benson has not effected any transactions in the class of
securities reported on that were effected during the past 60
days.
d. N/A
e. N/A
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the Statement to this Amendment No. 1
to Schedule 13D, is true, correct and complete.
/S/ Bruce D. Benson Date: 7/23/98
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Bruce D. Benson
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