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

                              ---------------------

                                 March 22, 2005

                Date of Report (Date of earliest event reported)

                            U.S. Energy Systems, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                       0-10238               52-1216347
  ---------------                  -----------          ----------------
  (State or other                  (Commission          (I.R.S. Employer
  jurisdiction of                  File Number)        Identification No.)
   Incorporation)

One North Lexington Avenue
White Plains, NY                                             10601
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (914) 993-6443

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>

Section 3 - Securities Trading Markets Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

      On March 22, 2005, we received a letter from Nasdaq advising that we had
regained compliance with Marketplace Rule 4310(c)(4) (i.e., minimum bid price).

                                     SIGNATURE

      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.

                                        U.S. Energy Systems, Inc.


                                        By: /s/ Henry N. Schneider
                                           -------------------------------------
                                           Henry N. Schneider, Interim President

Dated: March 22, 2005
{"company-data": {"conformed-name": "U S ENERGY SYSTEMS INC", "cik": "0000351917", "assigned-sic": "4900", "irs-number": "521216347", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-10238", "film-number": "05697484"}, "business-address": {"street1": "ONE NORTH LEXINGTON AVE", "street2": "4TH FLOOR", "city": "WHITE PLAINS", "state": "NY", "zip": "10601", "phone": "9149936443"}, "mail-address": {"street1": "ONE NORTH LEXINGTON AVE", "street2": "4TH FLOOR", "city": "WHITE PLAINS", "state": "NY", "zip": "10601"}, "former-company": [{"former-conformed-name": "U S ENVIROSYSTEMS INC /DE/", "date-changed": "19960607"}, {"former-conformed-name": "COGENIC ENERGY SYSTEMS INC", "date-changed": "19940714"}]}
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

                              ---------------------

                                 March 22, 2005

                Date of Report (Date of earliest event reported)

                            U.S. Energy Systems, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                       0-10238               52-1216347
  ---------------                  -----------          ----------------
  (State or other                  (Commission          (I.R.S. Employer
  jurisdiction of                  File Number)        Identification No.)
   Incorporation)

One North Lexington Avenue
White Plains, NY                                             10601
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (914) 993-6443

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))
Section 3 - Securities Trading Markets Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

      On March 22, 2005, we received a letter from Nasdaq advising that we had
regained compliance with Marketplace Rule 4310(c)(4) (i.e., minimum bid price).

                                     SIGNATURE

      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.

                                        U.S. Energy Systems, Inc.

                                        By: /s/ Henry N. Schneider
                                           -------------------------------------
                                           Henry N. Schneider, Interim President

Dated: March 22, 2005