UNITED STATES EXPLORATION INC
NT 10-Q, 1998-05-15
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                  FORM 12b-25

                                                  Commission File Number 1-13513

                          NOTIFICATION OF LATE FILING
        (Check One):  [ ] Form 10-K     [ ] Form 20-F     [x] Form 10-Q

[ ] Form N-SAR
         For Period Ended:        March 31, 1998                              
                           ----------------------------------------------------
[ ] Transition Report on Form 10-K      [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F      [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
    For the Transition Period Ended:    
                                     ------------------------------------------

    Read attached instruction sheet before preparing form.  Please print or
type.  

    Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

    If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
                                                       ------------------------

- -------------------------------------------------------------------------------

                                   PART I
                             REGISTRANT INFORMATION

Full name of registrant   United States Exploration, Inc.
                       --------------------------------------------------------

Former name if applicable

- -------------------------------------------------------------------------------

Address of principal executive office (Street and number)
    1560 Broadway, Suite 1900
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City, state and zip code          Denver, Colorado 80202
- -------------------------------------------------------------------------------

                                   PART II
                           RULE 12b-25 (b) AND (c)

    If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate.)

          (a) The reasons described in reasonable detail in Part III of this
              form could not be eliminated without unreasonable effort or
              expense;

          (b) The subject annual report, semi-annual report, transition
              report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
              thereof will be filed on or before the 15th calendar day
[x]           following the prescribed due date; or the subject quarterly  
              report or transition report on Form 10-Q, or portion thereof 
              will be filed on or before the fifth calendar day following 
              the prescribed due date; and

          (c) The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.
<PAGE>   2

                                  PART III
                                  NARRATIVE

    State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.  (Attach extra sheets if needed.)

    The financial information required for the preparation of the Form 10-Q
    could not be completed prior to the due date.

                                   PART IV
                              OTHER INFORMATION

    (1)  Name and telephone number of person to contact in regard to this
notification 
         F. Michael Murphy                      (303)            863-3544
- -------------------------------------------------------------------------------
              (Name)                         (Area Code)    (Telephone Number)

    (2)  Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If the answer is
no, identify report(s).

                                                               [x] Yes    [ ] No

    (3)  Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                               [ ] Yes    [x] No

    If so:  attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                       United States Exploration, Inc.
- -------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date  April 29, 1998               By /s/ F. MICHAEL MURPHY 
    ---------------------            --------------------------------
                                     F. Michael Murphy, Chief Financial Officer


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