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): November 6, 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

                  Effective  November 6, 1996, United States  Exploration,  Inc.
         (the "Company") completed a private placement, the results of which may
         result  in a change  in  control.  The  Company  sold an  aggregate  of
         4,000,000  shares of 1996 Series "C"  Preferred  Stock (the  "Preferred
         Stock")  to  a  limited  number  of  qualified  investors  pursuant  to
         exemptions from the registration requirements imposed by the Securities
         Act of 1933, as amended,  and  applicable  state  securities  laws. The
         Preferred  Stock is  convertible  into shares of the  Company's  Common
         Stock at the rate of two for one. While none of the Preferred Stock has
         been  converted  as of  the  date  of  this  Report,  exercise  of  the
         conversion  privilege in the future could result in a change of control
         of the Company.

                  See  ITEM  2 for a  complete  description  of  the  terms  and
         conditions of the private  placement and acquisition of Preferred Stock
         by certain Company shareholders.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

                  Effective November 6, 1996, the Company closed that portion of
         the private placement of Preferred Stock which remained unsold from the
         offering which  commenced  September 17, 1996.  The Company  originally
         disclosed completion of the minimum portion of the private placement in
         a Report  dated  September  30,  1996.  The  Company has now placed all
         4,000,000  shares of the  Preferred  Stock for  aggregate  proceeds  of
         $24,000,000.  The offering was  completed  directly by the Company to a
         limited number of accredited investors.

                  Proceeds  from the  offering  were  utilized by the Company to
         reduce outstanding debt and provide working capital. The Company repaid
         approximately  $6,000,000 in term debt  originally  acquired to finance
         the  acquisition  of  Pacific-Osage,  Inc.  and  Performance  Petroleum
         Corporation. The balance of the proceeds are anticipated to be utilized
         for  acquisition  and  development of additional oil and gas properties
         and development of existing Company assets.

                  A  substantial  portion  of the  Preferred  Stock  was sold to
         previous  holders of the Company's  Common Stock.  The following  table
         depicts  ownership of the Company's Common Stock by certain  purchasers
         in the private  placement,  before and after the  offering.  The column
         entitled  "Percentage  of  Common  Stock  After the  Offering"  assumes
         conversion of the Preferred Stock acquired by that individual and by no
         other  purchasers.  The information  disclosed in the table is based on
         information contained in reports filed with the Securities and Exchange
         Commission by such individuals and delivered to the Company.


                                        2

<PAGE>



                                   Percentage of             Percentage of
                                    Common Stock              Common Stock
   Name of Individual            Before Offering(1)       After Offering (2)(3)

Dale Jensen                           18.02%                    35.11%

Donald F. Dillon                       2.85%                    13.30%

Jerome M. and Betty A. Fenna,
JT WRS                                 1.26%                     5.47%

Thomas Stansfield                      4.97%                    16.03%
 
Demetrie D. Carone                    21.91%                    23.38%
               


ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         No report required.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         No report required.

ITEM 5.  OTHER EVENTS.

         No report required.

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.

--------
1    As of the date of this Report, the Company had outstanding 7,595,171 shares
     of Common Stock.
2    The Preferred Stock is convertible into Common Stock at the rate of two (2)
     shares  of  Common  Stock  for  each  share  of  Preferred  Stock,   unless
     subsequently  adjusted in accordance  with the Articles of Amendment to the
     Articles  of  Incorporation  of the  Company  as filed  with  the  Colorado
     Secretary of State, dated September 24, 1996.
3    Assumes no other changes subsequent to the date of this Report.

                                        3

<PAGE>

         (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 on September
          24, 1996, filed as an exhibit to the Company's  Current Report on Form
          8-K dated September 30, 1996.

ITEM 8.  CHANGE IN FISCAL YEAR.

               No report required.





                                        4

<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: November 20, 1996                  By:   /s/ Demetrie D. Carone
     -----------------------                  ----------------------------------
                                              Demetrie D. Carone, President and
                                              Chief Executive Officer



                                        5
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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): November 6, 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

                  Effective  November 6, 1996, United States  Exploration,  Inc.
         (the "Company") completed a private placement, the results of which may
         result  in a change  in  control.  The  Company  sold an  aggregate  of
         4,000,000  shares of 1996 Series "C"  Preferred  Stock (the  "Preferred
         Stock")  to  a  limited  number  of  qualified  investors  pursuant  to
         exemptions from the registration requirements imposed by the Securities
         Act of 1933, as amended,  and  applicable  state  securities  laws. The
         Preferred  Stock is  convertible  into shares of the  Company's  Common
         Stock at the rate of two for one. While none of the Preferred Stock has
         been  converted  as of  the  date  of  this  Report,  exercise  of  the
         conversion  privilege in the future could result in a change of control
         of the Company.

                  See  ITEM  2 for a  complete  description  of  the  terms  and
         conditions of the private  placement and acquisition of Preferred Stock
         by certain Company shareholders.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

                  Effective November 6, 1996, the Company closed that portion of
         the private placement of Preferred Stock which remained unsold from the
         offering which  commenced  September 17, 1996.  The Company  originally
         disclosed completion of the minimum portion of the private placement in
         a Report  dated  September  30,  1996.  The  Company has now placed all
         4,000,000  shares of the  Preferred  Stock for  aggregate  proceeds  of
         $24,000,000.  The offering was  completed  directly by the Company to a
         limited number of accredited investors.

                  Proceeds  from the  offering  were  utilized by the Company to
         reduce outstanding debt and provide working capital. The Company repaid
         approximately  $6,000,000 in term debt  originally  acquired to finance
         the  acquisition  of  Pacific-Osage,  Inc.  and  Performance  Petroleum
         Corporation. The balance of the proceeds are anticipated to be utilized
         for  acquisition  and  development of additional oil and gas properties
         and development of existing Company assets.

                  A  substantial  portion  of the  Preferred  Stock  was sold to
         previous  holders of the Company's  Common Stock.  The following  table
         depicts  ownership of the Company's Common Stock by certain  purchasers
         in the private  placement,  before and after the  offering.  The column
         entitled  "Percentage  of  Common  Stock  After the  Offering"  assumes
         conversion of the Preferred Stock acquired by that individual and by no
         other  purchasers.  The information  disclosed in the table is based on
         information contained in reports filed with the Securities and Exchange
         Commission by such individuals and delivered to the Company.

                                        2
Percentage of             Percentage of
                                    Common Stock              Common Stock
   Name of Individual            Before Offering(1)       After Offering (2)(3)

Dale Jensen                           18.02%                    35.11%

Donald F. Dillon                       2.85%                    13.30%

Jerome M. and Betty A. Fenna,
JT WRS                                 1.26%                     5.47%

Thomas Stansfield                      4.97%                    16.03%
 
Demetrie D. Carone                    21.91%                    23.38%
               

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         No report required.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         No report required.

ITEM 5.  OTHER EVENTS.

         No report required.

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.

--------
1    As of the date of this Report, the Company had outstanding 7,595,171 shares
     of Common Stock.
2    The Preferred Stock is convertible into Common Stock at the rate of two (2)
     shares  of  Common  Stock  for  each  share  of  Preferred  Stock,   unless
     subsequently  adjusted in accordance  with the Articles of Amendment to the
     Articles  of  Incorporation  of the  Company  as filed  with  the  Colorado
     Secretary of State, dated September 24, 1996.
3    Assumes no other changes subsequent to the date of this Report.

                                        3
(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 on September
          24, 1996, filed as an exhibit to the Company's  Current Report on Form
          8-K dated September 30, 1996.

ITEM 8.  CHANGE IN FISCAL YEAR.

               No report required.

                                        4
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: November 20, 1996                  By:   /s/ Demetrie D. Carone
     -----------------------                  ----------------------------------
                                              Demetrie D. Carone, President and
                                              Chief Executive Officer

                                        5