UNITED STATES
                       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): March 2, 2005
                                                           -------------


                        UNITED FUEL & ENERGY CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                      000-32473               91-2037688
------------------------------      ---------------         -------------------
 (State or other jurisdiction          (Commission             (IRS Employer
       of incorporation)              File Number)          Identification No.)


          405 N. Marienfeld, Midland, Texas                          79701
----------------------------------------------------            ---------------
      (Address of Principal Executive Offices)                     (Zip Code)


                                 (432) 571-8000
               --------------------------------------------------
               Registrant's telephone number, including area code


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

                                      -2-

ITEM 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On March 2, 2005, a wholly-owned subsidiary of the registrant, United
Fuel & Energy Corporation, a Texas Corporation ("UFE"), entered into an Asset
Purchase Agreement with Clark Oil Company, an Oklahoma corporation ("Clark
Oil"), William H. Clark, Jr. and Martin T. Clark (individually and collectively,
the "Stockholder") (the "Purchase Agreement") to acquire from (a) Clark Oil
substantially all of the assets used in Clark Oil's lubricants, gasoline and
diesel business (the "Business") and (b) the Stockholder all of each
Stockholder's goodwill associated with the Business. UFE has the right to
purchase, but is not obligated to purchase, the accounts receivable generated by
the Business prior to the closing date.

         As consideration for the purchased assets, UFE will: (a) pay an
aggregate of $3,600,000, subject to adjustment as described in the Purchase
Agreement (the "Base Purchase Price"), as follows: (i) $250,000 held in escrow
pursuant to the Escrow Agreement between UFE, Clark Oil and Home Title Guaranty
Co. as escrow agent will be released to Clark Oil on the closing date; (ii) a
promissory note in the principal amount of $500,000 will be delivered to each
Stockholder on the closing date, which notes will be secured by a mortgage,
security agreement and collateral assignment; and (iii) an amount equal to the
Base Purchase Price minus $1,250,000 will be paid to Clark Oil on the closing
date by certified check or wire transfer; (b) pay an amount equal to the lower
of cost or market value of the inventory being purchased by UFE to Clark Oil in
three equal monthly installments with the first installment due on the date that
is 30 days after the closing date; (c) if UFE elects to purchase the accounts
receivable generated by the Business, pay an amount equal to the difference
between 100% of the value of the accounts receivable of the Business outstanding
as of the closing date which are less than 120 days old as of the closing date,
minus the face amount of the accounts receivable of the Business outstanding as
of the closing date which have not been collected within 90 days after the
closing date, to Clark Oil after the closing date as set forth in the Purchase
Agreement; and (d) assume certain obligations of Clark Oil accruing on or after
the closing date under certain assigned contracts.

         The Purchase Agreement contains representations, warranties and
covenants of the parties and cross indemnities.

         Pursuant to the Purchase Agreement, Clark Oil and each Stockholder have
agreed that, for a period of 5 years after the closing date, neither Clark Oil
nor the Stockholder will compete with the Business or the businesses of UFE in
any states in which the Business is conducted or in which UFE now or hereafter
does business during such period. In addition, during such period, they have
agreed to be bound by a non-solicitation provision and during such period and
thereafter, they have agreed to be bound by a nondisclosure of confidential
information provision.

         UFE's obligation to close the transactions contemplated by the Purchase
Agreement (the "Transactions") is subject to the satisfaction or waiver of
certain conditions, including, without limitation, that: the representations and
warranties of Clark Oil and the Stockholder were accurate on the date of the
Purchase Agreement and are accurate as of the closing date; the covenants and
obligations of Clark Oil and the Stockholder required to be performed or
complied with by them prior to the closing date must have been performed and
complied with and Clark Oil must have delivered all items that it is required to
deliver at the closing; each of the identified consents must have been obtained

<PAGE>

                                      -3-

or, in the case of certain railroad leases and in UFE's sole discretion, UFE
must have entered into new leases with the lessor in lieu of obtaining such
consents; UFE's lenders must have consented to the Transactions; no proceeding
involving any challenge to the Transactions or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with any of the
Transactions have been commenced or threatened; UFE must have secured any
financing required to consummate the Transactions on terms and subject to
conditions reasonable satisfactory to it; ChevronTexaco must have declined to
exercise its right of first refusal to purchase Clark Oil's interest in any
assets used by it for the sale and distribution of Chevron and Texaco branded
lubrication products; there must not have occurred a material adverse change
since December 31, 2004 in the Business or future prospects of the Business; UFE
must have entered into agreements with FleetCor Technologies Inc. or an
affiliate thereof with respect to the supply of fuel to certain sites and use of
certain fleet cards at UFE's facilities on terms and conditions reasonably
satisfactory to it; and Clark Oil must have delivered all of the disclosure
schedules to the Purchase Agreement to UFE and such schedules must be in form
and substance satisfactory to UFE in its sole discretion.

         The Purchase Agreement also contains conditions precedent to Clark
Oil's and the Stockholder's obligation to close the Transactions.

         Under the Purchase Agreement, the parties have the right to terminate
the Agreement under certain circumstances, including, without limitation: for
breach by the other party after notice and expiration of a specified cure
period; failure to satisfy the conditions precedent to each party's obligations
to close the Transactions; by mutual written consent; and if the closing has not
occurred on or before May 15, 2005 or such later date as the parties may agree
upon in writing.

ITEM 2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
              AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

          As described under Item 1.01 above, on March 2, 2005, UFE entered into
the Purchase Agreement pursuant to which it is obligated, in the event that the
closing date occurs, to pay Clark Oil and the Stockholder consideration for the
purchased assets. The description of the transactions in Item 1.01 above is
incorporated herein by reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits. The following exhibits are filed as part of this Report:

Exhibit Number                       Exhibit Name
--------------                       ------------
 Exhibit 2.1     Asset Purchase Agreement, dated as of March 2, 2005, among
                 UFE, Clark Oil, William H. Clark, Jr. and Martin T. Clark

 Exhibit 99.1    Press Release dated March 8, 2005

<PAGE>

                                      -4-

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  March 8, 2005            UNITED FUEL & ENERGY CORPORATION


                                 By:  /s/ Bobby W. Page
                                      ------------------------------------------
                                 Name:    Bobby W. Page
                                 Title:   Vice President and Chief Financial
                                          Officer

<PAGE>

                                      - 5 -


                                  EXHIBIT INDEX

Exhibit Number                      Exhibit Name                     Location
--------------                      ------------                     --------
 Exhibit 2.1      Asset Purchase Agreement, dated as of           Filed herewith
                  March 2, 2005, among UFE, Clark Oil,
                  William H. Clark, Jr. and Martin T. Clark

 Exhibit 99.1     Press Release dated March 8, 2005               Filed herewith
{"company-data": {"conformed-name": "UNITED FUEL & ENERGY CORP", "cik": "0001137031", "assigned-sic": "5960", "irs-number": "912037688", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32473", "film-number": "05666013"}, "business-address": {"street1": "405 N. MARIENFELD", "city": "MIDLAND", "state": "TX", "zip": "79701", "phone": "432-571-8049"}, "mail-address": {"street1": "405 N. MARIENFELD", "city": "MIDLAND", "state": "TX", "zip": "79701"}, "former-company": [{"former-conformed-name": "BRANDS SHOPPING NETWORK INC", "date-changed": "20020201"}, {"former-conformed-name": "BRANDS SHOPPING NETWORK  INC", "date-changed": "20020201"}, {"former-conformed-name": "USA DEALERS AUCTION COM INC", "date-changed": "20010321"}]}
UNITED STATES
                       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): March 2, 2005
                                                           -------------

                        UNITED FUEL & ENERGY CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                      000-32473               91-2037688
------------------------------      ---------------         -------------------
 (State or other jurisdiction          (Commission             (IRS Employer
       of incorporation)              File Number)          Identification No.)

          405 N. Marienfeld, Midland, Texas                          79701
----------------------------------------------------            ---------------
      (Address of Principal Executive Offices)                     (Zip Code)

                                 (432) 571-8000
               --------------------------------------------------
               Registrant's telephone number, including area code

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
-2-

ITEM 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On March 2, 2005, a wholly-owned subsidiary of the registrant, United
Fuel & Energy Corporation, a Texas Corporation ("UFE"), entered into an Asset
Purchase Agreement with Clark Oil Company, an Oklahoma corporation ("Clark
Oil"), William H. Clark, Jr. and Martin T. Clark (individually and collectively,
the "Stockholder") (the "Purchase Agreement") to acquire from (a) Clark Oil
substantially all of the assets used in Clark Oil's lubricants, gasoline and
diesel business (the "Business") and (b) the Stockholder all of each
Stockholder's goodwill associated with the Business. UFE has the right to
purchase, but is not obligated to purchase, the accounts receivable generated by
the Business prior to the closing date.

         As consideration for the purchased assets, UFE will: (a) pay an
aggregate of $3,600,000, subject to adjustment as described in the Purchase
Agreement (the "Base Purchase Price"), as follows: (i) $250,000 held in escrow
pursuant to the Escrow Agreement between UFE, Clark Oil and Home Title Guaranty
Co. as escrow agent will be released to Clark Oil on the closing date; (ii) a
promissory note in the principal amount of $500,000 will be delivered to each
Stockholder on the closing date, which notes will be secured by a mortgage,
security agreement and collateral assignment; and (iii) an amount equal to the
Base Purchase Price minus $1,250,000 will be paid to Clark Oil on the closing
date by certified check or wire transfer; (b) pay an amount equal to the lower
of cost or market value of the inventory being purchased by UFE to Clark Oil in
three equal monthly installments with the first installment due on the date that
is 30 days after the closing date; (c) if UFE elects to purchase the accounts
receivable generated by the Business, pay an amount equal to the difference
between 100% of the value of the accounts receivable of the Business outstanding
as of the closing date which are less than 120 days old as of the closing date,
minus the face amount of the accounts receivable of the Business outstanding as
of the closing date which have not been collected within 90 days after the
closing date, to Clark Oil after the closing date as set forth in the Purchase
Agreement; and (d) assume certain obligations of Clark Oil accruing on or after
the closing date under certain assigned contracts.

         The Purchase Agreement contains representations, warranties and
covenants of the parties and cross indemnities.

         Pursuant to the Purchase Agreement, Clark Oil and each Stockholder have
agreed that, for a period of 5 years after the closing date, neither Clark Oil
nor the Stockholder will compete with the Business or the businesses of UFE in
any states in which the Business is conducted or in which UFE now or hereafter
does business during such period. In addition, during such period, they have
agreed to be bound by a non-solicitation provision and during such period and
thereafter, they have agreed to be bound by a nondisclosure of confidential
information provision.

         UFE's obligation to close the transactions contemplated by the Purchase
Agreement (the "Transactions") is subject to the satisfaction or waiver of
certain conditions, including, without limitation, that: the representations and
warranties of Clark Oil and the Stockholder were accurate on the date of the
Purchase Agreement and are accurate as of the closing date; the covenants and
obligations of Clark Oil and the Stockholder required to be performed or
complied with by them prior to the closing date must have been performed and
complied with and Clark Oil must have delivered all items that it is required to
deliver at the closing; each of the identified consents must have been obtained
-3-

or, in the case of certain railroad leases and in UFE's sole discretion, UFE
must have entered into new leases with the lessor in lieu of obtaining such
consents; UFE's lenders must have consented to the Transactions; no proceeding
involving any challenge to the Transactions or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with any of the
Transactions have been commenced or threatened; UFE must have secured any
financing required to consummate the Transactions on terms and subject to
conditions reasonable satisfactory to it; ChevronTexaco must have declined to
exercise its right of first refusal to purchase Clark Oil's interest in any
assets used by it for the sale and distribution of Chevron and Texaco branded
lubrication products; there must not have occurred a material adverse change
since December 31, 2004 in the Business or future prospects of the Business; UFE
must have entered into agreements with FleetCor Technologies Inc. or an
affiliate thereof with respect to the supply of fuel to certain sites and use of
certain fleet cards at UFE's facilities on terms and conditions reasonably
satisfactory to it; and Clark Oil must have delivered all of the disclosure
schedules to the Purchase Agreement to UFE and such schedules must be in form
and substance satisfactory to UFE in its sole discretion.

         The Purchase Agreement also contains conditions precedent to Clark
Oil's and the Stockholder's obligation to close the Transactions.

         Under the Purchase Agreement, the parties have the right to terminate
the Agreement under certain circumstances, including, without limitation: for
breach by the other party after notice and expiration of a specified cure
period; failure to satisfy the conditions precedent to each party's obligations
to close the Transactions; by mutual written consent; and if the closing has not
occurred on or before May 15, 2005 or such later date as the parties may agree
upon in writing.

ITEM 2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
              AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

          As described under Item 1.01 above, on March 2, 2005, UFE entered into
the Purchase Agreement pursuant to which it is obligated, in the event that the
closing date occurs, to pay Clark Oil and the Stockholder consideration for the
purchased assets. The description of the transactions in Item 1.01 above is
incorporated herein by reference.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

          (c) Exhibits. The following exhibits are filed as part of this Report:

Exhibit Number                       Exhibit Name
--------------                       ------------
 Exhibit 2.1     Asset Purchase Agreement, dated as of March 2, 2005, among
                 UFE, Clark Oil, William H. Clark, Jr. and Martin T. Clark

 Exhibit 99.1    Press Release dated March 8, 2005
-4-

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  March 8, 2005            UNITED FUEL & ENERGY CORPORATION

                                 By:  /s/ Bobby W. Page
                                      ------------------------------------------
                                 Name:    Bobby W. Page
                                 Title:   Vice President and Chief Financial
                                          Officer
- 5 -

                                  EXHIBIT INDEX

Exhibit Number                      Exhibit Name                     Location
--------------                      ------------                     --------
 Exhibit 2.1      Asset Purchase Agreement, dated as of           Filed herewith
                  March 2, 2005, among UFE, Clark Oil,
                  William H. Clark, Jr. and Martin T. Clark

 Exhibit 99.1     Press Release dated March 8, 2005               Filed herewith