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 16, 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  September 17, 1996, Mr.  Demetrie D. Carone was elected to serve
as the new President and Chief Executive  Officer of United States  Exploration,
Inc. (the  "Company") and as a member of the Company's  Board of Directors.  Mr.
Carone  replaced Terry L. Carroll,  who resigned as President,  Chief  Executive
Officer  and a member of the Board of  Directors  prior to the  election  of Mr.
Carone.  This  election  resulted in a change of control in the Company,  as Mr.
Carone may exert control over the Company's  affairs pursuant to his position as
an officer and director.

     Mr. Carone has a diverse  business  background,  having founded a number of
privately  held   businesses.   Since  1977,  he  has  been  president  of  WP&G
Distributing  Co.,  a  privately  held  Colorado  corporation  involved  in  the
wholesale  distribution  of dairy  products.  He is also  president of Five Star
Petroleum,  Inc.,  a  privately  owned  Oklahoma  corporation  involved  in  the
exploration  and  development  of oil  and gas  properties,  a  position  he has
occupied  since late 1995.  Five Star  Petroleum is a successor  to  Performance
Petroleum  Corporation,  from which the  Company  acquired  certain  oil and gas
assets in September,  1995. He is also currently president of ZCA Gas Gathering,
Inc.,  a privately  owned  Delaware  corporation  involved  in the  exploration,
production,  gathering  and sale of natural gas. He has occupied  that  position
since July, 1996.

     Prior to his  election  as an  officer  and  director,  Mr.  Carone  was an
investor  in the  Company.  As of the  date of this  Report,  Mr.  Carone  owned
beneficially,  or had the right to acquire,  1,064,205  shares of the  Company's
Common Stock,  representing 16 % of the issued and  outstanding  Common Stock at
that  time.  Mr.  Carone  did not  acquire  additional  stock in the  Company in
connection with his election as an officer and director.

     Mr. Carone will serve as President and Chief Executive  Officer at the will
of the Board of Directors.  His term as a director will continue  until the next
Annual Meeting of  Shareholders,  and until his successor  shall be duly elected
and qualified.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.

            No report required.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP.

            No report required.

ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

            No report required.

ITEM 5.     OTHER EVENTS.

     Effective  September  16,  1996,  the  Board of  Directors  of the  Company
approved  a new  series of  convertible  preferred  stock to be  offered  by the
Company in a private  placement.  The Company  will offer a minimum of 1,000,000
and a maximum of 4,000,000  shares of Series C  Convertible  Preferred  Stock to
qualified  investors  pursuant to a private placement  memorandum.  The offering
will be conducted by the Company, through its officers and directors.


                                        2

<PAGE>

     The Series C  Preferred  Stock will be pay  dividends  at the rate of eight
percent (8%) per annum, when, as and if declared by the Board of Directors.  The
Series C Preferred Stock is redeemable at the Company's  option  beginning March
17, 1997 and will be  convertible at the option of the holder into the Company's
Common  Stock at a  conversion  rate of two (2) shares of Common  Stock for each
share of Series C Preferred Stock,  subject to certain  adjustments.  Holders of
the Series C Preferred  Stock would not be entitled to vote with  holders of the
Company's Common Stock.

     The Series C  Preferred  Stock  will be offered  for a period of sixty (60)
days, subject to an extension for up to an additional (30) days. Proceeds of the
offering, if successful, will be used to reduce outstanding debt and for working
capital.

     The  Series C  Preferred  Stock  will be  offered  to  qualified  investors
pursuant to exemptions from the registration  requirements of the Securities Act
of 1933, as amended,  and applicable state securities law. It has not, and prior
to sale,  will  not be  registered  under  the  1933  Act or  applicable  states
securities  law,  and may not be  offered  or sold to  purchasers  in the United
States absent  registration or an applicable  exemption from those  registration
requirements.

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.
               ---------

                      Agreement dated September 17, 1996, among the Company,
                      Terry L. Carroll, and Argas, Inc.

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: 9-26-96                              By:  /S/  DEMETRIE D. CARONE
      -------                                  ---------------------------------
                                           Demetrie D. Carone, President and
                                           Chief Executive Officer



                                        4
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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): September 16, 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  September 17, 1996, Mr.  Demetrie D. Carone was elected to serve
as the new President and Chief Executive  Officer of United States  Exploration,
Inc. (the  "Company") and as a member of the Company's  Board of Directors.  Mr.
Carone  replaced Terry L. Carroll,  who resigned as President,  Chief  Executive
Officer  and a member of the Board of  Directors  prior to the  election  of Mr.
Carone.  This  election  resulted in a change of control in the Company,  as Mr.
Carone may exert control over the Company's  affairs pursuant to his position as
an officer and director.

     Mr. Carone has a diverse  business  background,  having founded a number of
privately  held   businesses.   Since  1977,  he  has  been  president  of  WP&G
Distributing  Co.,  a  privately  held  Colorado  corporation  involved  in  the
wholesale  distribution  of dairy  products.  He is also  president of Five Star
Petroleum,  Inc.,  a  privately  owned  Oklahoma  corporation  involved  in  the
exploration  and  development  of oil  and gas  properties,  a  position  he has
occupied  since late 1995.  Five Star  Petroleum is a successor  to  Performance
Petroleum  Corporation,  from which the  Company  acquired  certain  oil and gas
assets in September,  1995. He is also currently president of ZCA Gas Gathering,
Inc.,  a privately  owned  Delaware  corporation  involved  in the  exploration,
production,  gathering  and sale of natural gas. He has occupied  that  position
since July, 1996.

     Prior to his  election  as an  officer  and  director,  Mr.  Carone  was an
investor  in the  Company.  As of the  date of this  Report,  Mr.  Carone  owned
beneficially,  or had the right to acquire,  1,064,205  shares of the  Company's
Common Stock,  representing 16 % of the issued and  outstanding  Common Stock at
that  time.  Mr.  Carone  did not  acquire  additional  stock in the  Company in
connection with his election as an officer and director.

     Mr. Carone will serve as President and Chief Executive  Officer at the will
of the Board of Directors.  His term as a director will continue  until the next
Annual Meeting of  Shareholders,  and until his successor  shall be duly elected
and qualified.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.

            No report required.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP.

            No report required.

ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

            No report required.

ITEM 5.     OTHER EVENTS.

     Effective  September  16,  1996,  the  Board of  Directors  of the  Company
approved  a new  series of  convertible  preferred  stock to be  offered  by the
Company in a private  placement.  The Company  will offer a minimum of 1,000,000
and a maximum of 4,000,000  shares of Series C  Convertible  Preferred  Stock to
qualified  investors  pursuant to a private placement  memorandum.  The offering
will be conducted by the Company, through its officers and directors.

                                        2
The Series C  Preferred  Stock will be pay  dividends  at the rate of eight
percent (8%) per annum, when, as and if declared by the Board of Directors.  The
Series C Preferred Stock is redeemable at the Company's  option  beginning March
17, 1997 and will be  convertible at the option of the holder into the Company's
Common  Stock at a  conversion  rate of two (2) shares of Common  Stock for each
share of Series C Preferred Stock,  subject to certain  adjustments.  Holders of
the Series C Preferred  Stock would not be entitled to vote with  holders of the
Company's Common Stock.

     The Series C  Preferred  Stock  will be offered  for a period of sixty (60)
days, subject to an extension for up to an additional (30) days. Proceeds of the
offering, if successful, will be used to reduce outstanding debt and for working
capital.

     The  Series C  Preferred  Stock  will be  offered  to  qualified  investors
pursuant to exemptions from the registration  requirements of the Securities Act
of 1933, as amended,  and applicable state securities law. It has not, and prior
to sale,  will  not be  registered  under  the  1933  Act or  applicable  states
securities  law,  and may not be  offered  or sold to  purchasers  in the United
States absent  registration or an applicable  exemption from those  registration
requirements.

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.
               ---------

                      Agreement dated September 17, 1996, among the Company,
                      Terry L. Carroll, and Argas, Inc.

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: 9-26-96                              By:  /S/  DEMETRIE D. CARONE
      -------                                  ---------------------------------
                                           Demetrie D. Carone, President and
                                           Chief Executive Officer

                                        4