<PAGE>   1

As filed with the Securities and Exchange Commission on October 10, 2000
                                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         UNITED STATES EXPLORATION, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                           84-1120323
-------------------------------                         -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

        1560 Broadway, Suite 1900, Denver, Colorado               80202
        ----------------------------------------------------------------
         (Address of Principal Executive Offices)             (Zip Code)

                        1999 Employee Stock Option Plan
                        -------------------------------
                            (Full title of the plan)

                        F. Michael Murphy, Vice President
                         United States Exploration, Inc.
                1560 Broadway, Suite 1900, Denver, Colorado 80202
                -------------------------------------------------
                     (Name and address of agent for service)

                                 (303) 863-3500
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           Andrew L. Blair, Jr., Esq.
                             Sherman & Howard L.L.C.
                        3000 First Interstate Tower North
                             633 Seventeenth Street
                             Denver, Colorado 80202
                                 (303) 297-2900

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
  TITLE OF                                           PROPOSED              PROPOSED
 SECURITIES                   AMOUNT                  MAXIMUM               MAXIMUM            AMOUNT OF
    TO BE                      TO BE               OFFERING PRICE          AGGREGATE          REGISTRATION
  REGISTERED                 REGISTERED              PER SHARE          OFFERING PRICE           FEE(1)
-------------                ----------            --------------       --------------        ------------
<S>                         <C>                      <C>                <C>                   <C>
Common Stock, par value
$0.0001 per share          500,000 shares             $1.6875              $843,750             $227.75
===========================================================================================================
</TABLE>

----------

(1)      Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933,
         based on the average of the high and low prices of the Common Stock on
         the American Stock Exchange on October 6, 2000.

<PAGE>   2






                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Information required by Item 1 of this Form is included in documents
sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428(a) and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.








                                      -1-
<PAGE>   3






                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by United States Exploration, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

         (a) The Company's Annual Report on Form 10-KSB for the period ended
December 31, 1999 (File No. 1-13513);

         (b) The Company's Quarterly Report on Form 10-QSB for the quarters
ended March 31 and June 30, 2000, (File No. 1-13513); and

         (c) The Company's Current Reports on Form 8-K dated April 25, 2000, May
18, 2000, July 13, 2000 and September 5, 2000.

         (d) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed October 17, 1997, pursuant to Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such information.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         All of the securities being registered are registered under Section 12
of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 7-109-102 of the Colorado Revised Statutes and the Registrant's
Articles of Incorporation, under certain circumstances provide for the
indemnification of the Registrant's officers, directors, controlling persons,
agents and employees, against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided for is contained herein, but that description is qualified in its
entirety by reference to the Registrant's Articles of Incorporation and the
relevant Section of the Colorado Revised Statutes.



                                      -2-
<PAGE>   4

         In general, the statute provides that any director may be indemnified
against liabilities (including the obligation to pay a judgment, settlement,
penalty, fine or expense), incurred in a proceeding (including any civil,
criminal or investigative proceeding) to which the director was a party by
reason of such status. Such indemnity may be provided if the director's actions
resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in the Registrant's best interest with respect to actions
taken in the director's official capacity; (iii) were reasonably believed not to
be opposed to the Registrant's best interest with respect to other actions; and
(iv) with respect to any criminal action, the director had no reasonable grounds
to believe the actions were unlawful. Unless the director is successful upon the
merits in such an action, indemnification may generally be awarded only after a
determination of independent members of the Board of Directors or a committee
thereof, by independent legal counsel or by vote of the shareholders that the
applicable standard of conduct was met by the director to be indemnified.

         The statutory provisions further provide that unless limited by a
corporation's articles of incorporation, a director or officer who is wholly
successful, on the merits or otherwise, in defense of any proceeding to which he
as a party, is entitled to receive indemnification against reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. In
addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted for
indemnification of directors, if consistent with law and if provided for by its
restated articles of incorporation, bylaws, resolution of its shareholders or
directors or in a contract. The provision of indemnification to persons other
than directors is subject to such limitations as may be imposed on general
public policy grounds.

         In addition to the foregoing, unless hereafter limited by the
Registrant's articles of incorporation, a court, upon petition by an officer or
director, may order the Registrant to indemnify such officer or director against
liabilities arising in connection with any proceeding. A court may order the
Registrant to provide such indemnification, whether or not the applicable
standard of conduct described above was met by the officer or director. To order
such indemnification the court must determine that the petitioner is fairly and
reasonably entitled to such indemnification in light of the circumstances. With
respect to liabilities arising as a result of proceedings on behalf of the
Registrant, a court may only require that a petitioner be indemnified as to the
reasonable expenses incurred.

         Indemnification in connection with a proceeding by or in the right of
the Registrant in which the director is successful is permitted only with
respect to reasonable expenses incurred in connection with the defense. In such
actions, the person to be indemnified must have acted in good faith, in a manner
believed to have been in the Registrant's best interest and must not have been
adjudged liable for negligence or misconduct. Indemnification is otherwise
prohibited in connection with a proceeding brought on behalf of the Registrant
in which a director is adjudged liable to the Registrant, or in connection with
any proceeding charging improper personal benefit to the director in which the
director is adjudged liable for receipt of an improper personal benefit.

         Colorado law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding, in advance of a final disposition of the matter. Such advances of
expenses are permitted if the person furnishes to the Registrant a written
statement of his belief that he met the applicable standard of conduct required
to permit such indemnification. The person seeking such expense advances must
also provide the


                                      -3-

<PAGE>   5

Registrant with a written agreement to repay such advances if it si determined
the applicable standard of conduct was not met. A determination must also be
made that the facts known to the Registrant would not preclude indemnification.

         The statutory section cited above further specifies that any provisions
for indemnification of or advances for expenses to directors which may be
contained in the Registrant's restated articles of incorporation, bylaws,
resolutions of its shareholders or directors, or in a contract (except for
insurance policies) shall be valid only to the extent such provisions are
consistent with the Colorado statutes and any limitations upon indemnification
set forth in the restated articles of incorporation.

         The statutory provision cited above also grants the power to the
Registrant to purchase and maintain insurance policies which protect any
director, officer, employee, fiduciary or agent against any liability asserted
against or incurred by them in such capacity arising out of his status as such.
Such policies may provide for indemnification whether or not the corporation
would otherwise have the power to provide for it. No such policies providing
protection against liabilities imposed under the securities laws have been
obtained by the Registrant.

         The Company's bylaws provide for indemnification of directors and
officers to the full extent permitted under Colorado law. The Company may also,
but is not obligated to, indemnify any person who is or was an officer, agent or
employee of the Company to a greater extent than a director.

         The Company's articles of incorporation limit a director's liability to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Colorado law. The Company
also enters into Indemnification Agreements with its directors and executive
officers in which it undertakes to indemnify them to the full extent allowed by
law. The form of Indemnification Agreement used by the Company was filed as an
exhibit to the Company's Form S-8 filed August 7, 1998 (Registration No.
333-60983) and is incorporated by reference herein.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index and Exhibits at the end of this Registration
Statement.



                                      -4-
<PAGE>   6



ITEM 9.  UNDERTAKINGS.

         1.       The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement.

                  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the Registrant
                  pursuant to Section 13 or 15(d) of the Exchange Act that are
                  incorporated by reference in the Registration Statement.

                  (b) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (c) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         2.       That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.



                                      -5-
<PAGE>   7


         In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.



                                      -6-
<PAGE>   8






                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of Denver, State
of Colorado, on October 10, 2000.

                                     UNITED STATES EXPLORATION, INC.


                                     By: /s/ Bruce D. Benson
                                         ---------------------------------------
                                         Bruce D. Benson
                                         Chairman of the Board, Chief Executive
                                         Officer and President




                                      -7-
<PAGE>   9



                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce D. Benson and F. Michael Murphy,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                                  TITLE                      DATE
---------                                                  -----                      -----
<S>                                         <C>                                 <C>
 /s/ Bruce D. Benson                        Chairman of the Board, Chief        October 10, 2000
----------------------------------------    Executive Officer and President
Bruce D. Benson                             (Chief Executive Officer)


 /s/ F. Michael Murphy                      Vice President, Chief Financial     October 10, 2000
----------------------------------------    Officer, Secretary, Treasurer
F. Michael Murphy                           and Chief Accounting Officer


 /s/ Thomas W. Gamel                        Director                            October 10, 2000
----------------------------------------
Thomas W. Gamel

 /s/ Robert J. Malone                       Director                            October 10, 2000
----------------------------------------
Robert J. Malone

 /s/ Richard L. Robinson                    Director                            October 10, 2000
----------------------------------------
Richard L. Robinson

 /s/ Charles D. Unruh                       Director                            October 10, 2000
----------------------------------------
Charles D. Unruh

 /s/ Joseph A. Hutchinson                   Director                            October 10, 2000
----------------------------------------
Joseph A. Hutchinson
</TABLE>


<PAGE>   10



                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER           DESCRIPTION
-------          -----------
<S>              <C>
5                Opinion of Sherman & Howard L.L.C.

23(a)            Consent of Independent Public Accountants - Ernst & Young LLP

23(b)            Consent of Sherman & Howard L.L.C. (included in Exhibit 5)

24               Powers of Attorney (included on the signature page to the
                 Registration Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "d80787s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21891}]
{"company-data": {"conformed-name": "UNITED STATES EXPLORATION INC", "cik": "0000847074", "assigned-sic": "5172", "irs-number": "841120323", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47666", "film-number": "737575"}, "business-address": {"street1": "1560 BROADWAY", "street2": "SUITE 1900", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3038633550"}, "mail-address": {"street1": "1560 BROADWAY", "street2": "SUITE 1900", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": {"former-conformed-name": "AKIYAMA FINANCIAL CORPORATION", "date-changed": "19900815"}}
1

As filed with the Securities and Exchange Commission on October 10, 2000
                                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         UNITED STATES EXPLORATION, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                           84-1120323
-------------------------------                         -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

        1560 Broadway, Suite 1900, Denver, Colorado               80202
        ----------------------------------------------------------------
         (Address of Principal Executive Offices)             (Zip Code)

                        1999 Employee Stock Option Plan
                        -------------------------------
                            (Full title of the plan)

                        F. Michael Murphy, Vice President
                         United States Exploration, Inc.
                1560 Broadway, Suite 1900, Denver, Colorado 80202
                -------------------------------------------------
                     (Name and address of agent for service)

                                 (303) 863-3500
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           Andrew L. Blair, Jr., Esq.
                             Sherman & Howard L.L.C.
                        3000 First Interstate Tower North
                             633 Seventeenth Street
                             Denver, Colorado 80202
                                 (303) 297-2900

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================
  TITLE OF                                           PROPOSED              PROPOSED
 SECURITIES                   AMOUNT                  MAXIMUM               MAXIMUM            AMOUNT OF
    TO BE                      TO BE               OFFERING PRICE          AGGREGATE          REGISTRATION
  REGISTERED                 REGISTERED              PER SHARE          OFFERING PRICE           FEE(1)
-------------                ----------            --------------       --------------        ------------
Common Stock, par value
$0.0001 per share          500,000 shares             $1.6875              $843,750             $227.75
===========================================================================================================
----------

(1)      Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933,
         based on the average of the high and low prices of the Common Stock on
         the American Stock Exchange on October 6, 2000.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Item 1 of this Form is included in documents
sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428(a) and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.

                                      -1-
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by United States Exploration, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

         (a) The Company's Annual Report on Form 10-KSB for the period ended
December 31, 1999 (File No. 1-13513);

         (b) The Company's Quarterly Report on Form 10-QSB for the quarters
ended March 31 and June 30, 2000, (File No. 1-13513); and

         (c) The Company's Current Reports on Form 8-K dated April 25, 2000, May
18, 2000, July 13, 2000 and September 5, 2000.

         (d) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed October 17, 1997, pursuant to Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such information.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         All of the securities being registered are registered under Section 12
of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 7-109-102 of the Colorado Revised Statutes and the Registrant's
Articles of Incorporation, under certain circumstances provide for the
indemnification of the Registrant's officers, directors, controlling persons,
agents and employees, against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided for is contained herein, but that description is qualified in its
entirety by reference to the Registrant's Articles of Incorporation and the
relevant Section of the Colorado Revised Statutes.

                                      -2-
4

         In general, the statute provides that any director may be indemnified
against liabilities (including the obligation to pay a judgment, settlement,
penalty, fine or expense), incurred in a proceeding (including any civil,
criminal or investigative proceeding) to which the director was a party by
reason of such status. Such indemnity may be provided if the director's actions
resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed to have been in the Registrant's best interest with respect to actions
taken in the director's official capacity; (iii) were reasonably believed not to
be opposed to the Registrant's best interest with respect to other actions; and
(iv) with respect to any criminal action, the director had no reasonable grounds
to believe the actions were unlawful. Unless the director is successful upon the
merits in such an action, indemnification may generally be awarded only after a
determination of independent members of the Board of Directors or a committee
thereof, by independent legal counsel or by vote of the shareholders that the
applicable standard of conduct was met by the director to be indemnified.

         The statutory provisions further provide that unless limited by a
corporation's articles of incorporation, a director or officer who is wholly
successful, on the merits or otherwise, in defense of any proceeding to which he
as a party, is entitled to receive indemnification against reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. In
addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted for
indemnification of directors, if consistent with law and if provided for by its
restated articles of incorporation, bylaws, resolution of its shareholders or
directors or in a contract. The provision of indemnification to persons other
than directors is subject to such limitations as may be imposed on general
public policy grounds.

         In addition to the foregoing, unless hereafter limited by the
Registrant's articles of incorporation, a court, upon petition by an officer or
director, may order the Registrant to indemnify such officer or director against
liabilities arising in connection with any proceeding. A court may order the
Registrant to provide such indemnification, whether or not the applicable
standard of conduct described above was met by the officer or director. To order
such indemnification the court must determine that the petitioner is fairly and
reasonably entitled to such indemnification in light of the circumstances. With
respect to liabilities arising as a result of proceedings on behalf of the
Registrant, a court may only require that a petitioner be indemnified as to the
reasonable expenses incurred.

         Indemnification in connection with a proceeding by or in the right of
the Registrant in which the director is successful is permitted only with
respect to reasonable expenses incurred in connection with the defense. In such
actions, the person to be indemnified must have acted in good faith, in a manner
believed to have been in the Registrant's best interest and must not have been
adjudged liable for negligence or misconduct. Indemnification is otherwise
prohibited in connection with a proceeding brought on behalf of the Registrant
in which a director is adjudged liable to the Registrant, or in connection with
any proceeding charging improper personal benefit to the director in which the
director is adjudged liable for receipt of an improper personal benefit.

         Colorado law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding, in advance of a final disposition of the matter. Such advances of
expenses are permitted if the person furnishes to the Registrant a written
statement of his belief that he met the applicable standard of conduct required
to permit such indemnification. The person seeking such expense advances must
also provide the

                                      -3-
5

Registrant with a written agreement to repay such advances if it si determined
the applicable standard of conduct was not met. A determination must also be
made that the facts known to the Registrant would not preclude indemnification.

         The statutory section cited above further specifies that any provisions
for indemnification of or advances for expenses to directors which may be
contained in the Registrant's restated articles of incorporation, bylaws,
resolutions of its shareholders or directors, or in a contract (except for
insurance policies) shall be valid only to the extent such provisions are
consistent with the Colorado statutes and any limitations upon indemnification
set forth in the restated articles of incorporation.

         The statutory provision cited above also grants the power to the
Registrant to purchase and maintain insurance policies which protect any
director, officer, employee, fiduciary or agent against any liability asserted
against or incurred by them in such capacity arising out of his status as such.
Such policies may provide for indemnification whether or not the corporation
would otherwise have the power to provide for it. No such policies providing
protection against liabilities imposed under the securities laws have been
obtained by the Registrant.

         The Company's bylaws provide for indemnification of directors and
officers to the full extent permitted under Colorado law. The Company may also,
but is not obligated to, indemnify any person who is or was an officer, agent or
employee of the Company to a greater extent than a director.

         The Company's articles of incorporation limit a director's liability to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Colorado law. The Company
also enters into Indemnification Agreements with its directors and executive
officers in which it undertakes to indemnify them to the full extent allowed by
law. The form of Indemnification Agreement used by the Company was filed as an
exhibit to the Company's Form S-8 filed August 7, 1998 (Registration No.
333-60983) and is incorporated by reference herein.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index and Exhibits at the end of this Registration
Statement.

                                      -4-
6

ITEM 9.  UNDERTAKINGS.

         1.       The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement.

                  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the Registrant
                  pursuant to Section 13 or 15(d) of the Exchange Act that are
                  incorporated by reference in the Registration Statement.

                  (b) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (c) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         2.       That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

                                      -5-
7

         In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                      -6-
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of Denver, State
of Colorado, on October 10, 2000.

                                     UNITED STATES EXPLORATION, INC.

                                     By: /s/ Bruce D. Benson
                                         ---------------------------------------
                                         Bruce D. Benson
                                         Chairman of the Board, Chief Executive
                                         Officer and President

                                      -7-
9

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce D. Benson and F. Michael Murphy,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                                  TITLE                      DATE
---------                                                  -----                      -----
/s/ Bruce D. Benson                        Chairman of the Board, Chief        October 10, 2000
----------------------------------------    Executive Officer and President
Bruce D. Benson                             (Chief Executive Officer)

 /s/ F. Michael Murphy                      Vice President, Chief Financial     October 10, 2000
----------------------------------------    Officer, Secretary, Treasurer
F. Michael Murphy                           and Chief Accounting Officer

 /s/ Thomas W. Gamel                        Director                            October 10, 2000
----------------------------------------
Thomas W. Gamel

 /s/ Robert J. Malone                       Director                            October 10, 2000
----------------------------------------
Robert J. Malone

 /s/ Richard L. Robinson                    Director                            October 10, 2000
----------------------------------------
Richard L. Robinson

 /s/ Charles D. Unruh                       Director                            October 10, 2000
----------------------------------------
Charles D. Unruh

 /s/ Joseph A. Hutchinson                   Director                            October 10, 2000
----------------------------------------
Joseph A. Hutchinson
10

                               INDEX TO EXHIBITS
EXHIBIT
NUMBER           DESCRIPTION
-------          -----------
5                Opinion of Sherman & Howard L.L.C.

23(a)            Consent of Independent Public Accountants - Ernst & Young LLP

23(b)            Consent of Sherman & Howard L.L.C. (included in Exhibit 5)

24               Powers of Attorney (included on the signature page to the
                 Registration Statement)