SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of Earliest Event Reported): September 30, 1996



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



     Colorado                        0-18981                   84-1120323
----------------------              ----------              ------------------
(State of other juris-             (Commission              (I.R.S. Employer
 diction of incorpora-             File Number)             Identification No.)
 tion)



            1901 New Street                    
         Independence, Kansas                                    67301 
---------------------------------------                        ---------
(Address of Principal Executive Offices)                       (Zip Code)



Registrant's telephone number including area code: (316) 331-8102
                                                    -------------

Former name or former address if changed since last report:

         N/A





<PAGE>



ITEM 1.           CHANGES IN CONTROL OF REGISTRANT

         No report required.

ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.

                  Effective September 30, 1996, United States Exploration,  Inc.
         ("Company")  completed the minimum portion of a private placement which
         resulted in gross proceeds to the Company of  $6,000,000.  The offering
         was completed by the Company  through its officers and  directors.  The
         Company sold 1,000,000  shares of a new series of Preferred  Stock to a
         single purchaser under exemptions from the registration requirements of
         Federal and state securities  laws.  Proceeds from the offering will be
         utilized by the Company to reduce  outstanding debt and provide working
         capital.

                  A new series of Preferred Stock was created for this offering.
         The  Company  authorized  a  maximum  of  4,000,000  shares of Series C
         Convertible  Preferred  Stock, of which  1,000,000  shares were sold in
         this  transaction.  The Series C Preferred  Stock pays dividends at the
         rate of  eight  percent  (8%)  per  annum  and may be  redeemed  at the
         Company's  option  beginning  March 17, 1997.  The  Preferred  Stock is
         convertible  into  Common  Stock of the  Company  at the  option of the
         holder at a  conversion  rate of two  shares  of Common  Stock for each
         share of Preferred  Stock,  unless the conversion  rate is subsequently
         adjusted in accordance with the designation of the Preferred Stock. The
         conversion  price of the Preferred  Stock was determined with reference
         to  the  trading  price  of  the  Company's  Common  Stock  immediately
         preceding  commencement of the offering,  discounted to account for the
         restricted  nature of the securities under Federal and state securities
         laws.

                  The  Preferred  Stock was sold to Mr. Dale  Jensen,  a current
         shareholder of the Company. Prior to the acquisition,  Mr. Jensen owned
         an aggregate of  approximately  twelve  percent  (12%) of the Company's
         Common  Stock.  Following  acquisition  of the  Preferred  Stock and an
         additional  private  transaction,  Mr.  Jensen  either owns, or has the
         right to acquire, up to approximately  thirty nine percent (39%) of the
         Company's issued and outstanding Common Stock.

ITEM 3.           BANKRUPTCY OR RECEIVERSHIP.

                  No report required.

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                  No report required.

ITEM 5.           OTHER EVENTS.

                    Also effective September 30, 1996, the Company consummated a
          transaction  with Tipperary  Corporation  pursuant to which previously
          outstanding  Series A and Series B Preferred  Stock was converted into
          Common  Stock and the parties  agreed to the  issuance of dividends on
          the previously outstanding Preferred Stock. Contemporaneously, Common


                                        2

<PAGE>



         Stock issued by the Company upon  conversion of the Preferred Stock was
         purchased by two current shareholders of the Company.

                  The Series A and Series B Preferred  Stock was converted  into
         restricted  Common  Stock of the  Company  based  upon a  predetermined
         conversion  price  established  in 1994 upon  issuance of the Preferred
         Stock. An aggregate of 250,000 shares of Series A and 104,000 shares of
         Series B Preferred  Stock were  converted into 786,667 shares of Common
         Stock,   a  majority  of  which  was   acquired   by  current   Company
         shareholders.  The balance of 150,000  shares was retained by Tipperary
         Corporation.   The  Company  also  agreed  to  issue  Common  Stock  in
         satisfaction of dividends on previously  outstanding  Preferred  Stock,
         based upon the  average  of the  closing  bid and asked  prices for the
         Company's  Common Stock during the first five trading days in November,
         1996. Tipperary Corporation was granted registration rights with regard
         to the Common Stock  retained and to be obtained  upon  issuance of the
         dividend stock.

                  Mr. Dale Jensen,  purchaser  of the Series C Preferred  Stock,
         also purchased a majority of the Common Stock issued upon conversion of
         the Series A and Series B Preferred  Stock. It is not anticipated  that
         any further shares of the Series A or Series B Preferred  Stock will be
         issued by the Company.

ITEM 6.           RESIGNATION OF REGISTRANT'S DIRECTORS.

         No report required.

ITEM 7.           FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION
                  AND EXHIBITS

         (a)      Financial Statements of Businesses Acquired.
                  --------------------------------------------

                  No report required.

         (b)      Proforma Financial Information.
                  ------------------------------

                  No report required.

         (c)      Exhibits.
                  ---------

                    Articles of Amendment to the  Articles of  Incorporation  of
                    the Company as filed with the  Colorado  Secretary of State,
                    dated September 24, 1996.

ITEM 8.           CHANGE IN FISCAL YEAR.

                  No report required.





                                        3

<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report to be filed on its behalf by the
undersigned thereunto duly authorized.

                                            UNITED STATES EXPLORATION, INC.


Date:  October 15, 1996                     By:  /S/  DEMETRIE D. CARONE
                                                -------------------------------
                                            Demetrie D. Carone, President and
                                            Chief Executive Officer


                                       4
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{"company-data": {"conformed-name": "UNITED STATES EXPLORATION INC", "cik": "0000847074", "assigned-sic": "5172", "irs-number": "841120323", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18981", "film-number": "96643055"}, "business-address": {"street1": "1901 NEW ST", "city": "INDEPENDENCE", "state": "KS", "zip": "67301", "phone": "3163318102"}, "mail-address": {"street1": "7720 E BELLEVIEW AVE", "street2": "SUITE 200", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}, "former-company": {"former-conformed-name": "AKIYAMA FINANCIAL CORPORATION", "date-changed": "19900815"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of Earliest Event Reported): September 30, 1996

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

     Colorado                        0-18981                   84-1120323
----------------------              ----------              ------------------
(State of other juris-             (Commission              (I.R.S. Employer
 diction of incorpora-             File Number)             Identification No.)
 tion)

            1901 New Street                    
         Independence, Kansas                                    67301 
---------------------------------------                        ---------
(Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number including area code: (316) 331-8102
                                                    -------------

Former name or former address if changed since last report:

         N/A
ITEM 1.           CHANGES IN CONTROL OF REGISTRANT

         No report required.

ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.

                  Effective September 30, 1996, United States Exploration,  Inc.
         ("Company")  completed the minimum portion of a private placement which
         resulted in gross proceeds to the Company of  $6,000,000.  The offering
         was completed by the Company  through its officers and  directors.  The
         Company sold 1,000,000  shares of a new series of Preferred  Stock to a
         single purchaser under exemptions from the registration requirements of
         Federal and state securities  laws.  Proceeds from the offering will be
         utilized by the Company to reduce  outstanding debt and provide working
         capital.

                  A new series of Preferred Stock was created for this offering.
         The  Company  authorized  a  maximum  of  4,000,000  shares of Series C
         Convertible  Preferred  Stock, of which  1,000,000  shares were sold in
         this  transaction.  The Series C Preferred  Stock pays dividends at the
         rate of  eight  percent  (8%)  per  annum  and may be  redeemed  at the
         Company's  option  beginning  March 17, 1997.  The  Preferred  Stock is
         convertible  into  Common  Stock of the  Company  at the  option of the
         holder at a  conversion  rate of two  shares  of Common  Stock for each
         share of Preferred  Stock,  unless the conversion  rate is subsequently
         adjusted in accordance with the designation of the Preferred Stock. The
         conversion  price of the Preferred  Stock was determined with reference
         to  the  trading  price  of  the  Company's  Common  Stock  immediately
         preceding  commencement of the offering,  discounted to account for the
         restricted  nature of the securities under Federal and state securities
         laws.

                  The  Preferred  Stock was sold to Mr. Dale  Jensen,  a current
         shareholder of the Company. Prior to the acquisition,  Mr. Jensen owned
         an aggregate of  approximately  twelve  percent  (12%) of the Company's
         Common  Stock.  Following  acquisition  of the  Preferred  Stock and an
         additional  private  transaction,  Mr.  Jensen  either owns, or has the
         right to acquire, up to approximately  thirty nine percent (39%) of the
         Company's issued and outstanding Common Stock.

ITEM 3.           BANKRUPTCY OR RECEIVERSHIP.

                  No report required.

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                  No report required.

ITEM 5.           OTHER EVENTS.

                    Also effective September 30, 1996, the Company consummated a
          transaction  with Tipperary  Corporation  pursuant to which previously
          outstanding  Series A and Series B Preferred  Stock was converted into
          Common  Stock and the parties  agreed to the  issuance of dividends on
          the previously outstanding Preferred Stock. Contemporaneously, Common

                                        2
Stock issued by the Company upon  conversion of the Preferred Stock was
         purchased by two current shareholders of the Company.

                  The Series A and Series B Preferred  Stock was converted  into
         restricted  Common  Stock of the  Company  based  upon a  predetermined
         conversion  price  established  in 1994 upon  issuance of the Preferred
         Stock. An aggregate of 250,000 shares of Series A and 104,000 shares of
         Series B Preferred  Stock were  converted into 786,667 shares of Common
         Stock,   a  majority  of  which  was   acquired   by  current   Company
         shareholders.  The balance of 150,000  shares was retained by Tipperary
         Corporation.   The  Company  also  agreed  to  issue  Common  Stock  in
         satisfaction of dividends on previously  outstanding  Preferred  Stock,
         based upon the  average  of the  closing  bid and asked  prices for the
         Company's  Common Stock during the first five trading days in November,
         1996. Tipperary Corporation was granted registration rights with regard
         to the Common Stock  retained and to be obtained  upon  issuance of the
         dividend stock.

                  Mr. Dale Jensen,  purchaser  of the Series C Preferred  Stock,
         also purchased a majority of the Common Stock issued upon conversion of
         the Series A and Series B Preferred  Stock. It is not anticipated  that
         any further shares of the Series A or Series B Preferred  Stock will be
         issued by the Company.

ITEM 6.           RESIGNATION OF REGISTRANT'S DIRECTORS.

         No report required.

ITEM 7.           FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION
                  AND EXHIBITS

         (a)      Financial Statements of Businesses Acquired.
                  --------------------------------------------

                  No report required.

         (b)      Proforma Financial Information.
                  ------------------------------

                  No report required.

         (c)      Exhibits.
                  ---------

                    Articles of Amendment to the  Articles of  Incorporation  of
                    the Company as filed with the  Colorado  Secretary of State,
                    dated September 24, 1996.

ITEM 8.           CHANGE IN FISCAL YEAR.

                  No report required.

                                        3
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report to be filed on its behalf by the
undersigned thereunto duly authorized.

                                            UNITED STATES EXPLORATION, INC.

Date:  October 15, 1996                     By:  /S/  DEMETRIE D. CARONE
                                                -------------------------------
                                            Demetrie D. Carone, President and
                                            Chief Executive Officer

                                       4