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~~May 2718, 2009

U.S. Energy Systems, Inc.

(Exact name of registrant as specified in its charter)

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

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

40 Tower Lane 1st Floor Avon, CT			06001
(Address of principal executive offices)			(Zip Code)

	40 Tower Lane 1st Floor Avon, CT		06001
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (860) 678-7537

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):

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

~~Item~~o Soliciting material ~~2.01 Completion~~pursuant ofto ~~Acquisition~~Rule ~~or Disposition~~14a-12 ofunder ~~Assets~~the Exchange Act (17 CFR 240.14a-12)

~~As previously reported on January~~o ~~16, 2008, U.S. Energy Systems, Inc. (the “Company”) and two of its~~Pre-commencement ~~subsidiaries,~~communications ~~U.S.~~pursuant ~~Energy~~to ~~Overseas~~Rule ~~Investments LLC~~ 14d-2(~~“Overseas”~~b) ~~and GBGH, LLC filed voluntary petitions on January 8, 2008, to commence cases~~ under ~~Chapter 11 of Title 11 of~~ the ~~United~~Exchange ~~States~~Act ~~Code in the United States Bankruptcy Court for the Southern District of New York~~ (~~the~~17 ~~“Bankruptcy~~CFR ~~Court”)~~240. ~~On January 23, 2009, US Energy Biogas Corp. (“USEB”), a wholly~~14d-owned subsidiary of the Company, and eight subsidiaries of USEB filed for chapter 11 bankruptcy protection with the Bankruptcy Court. The filing subsidiaries of USEB are Biogas Financial Corp., Power Generation 2(~~Suffolk~~b), Inc., Resources Generating Systems, Inc., Suffolk Biogas, Inc. USEB Assignee, LLC, ZFC Energy, Inc., ZMG, Inc. and Oceanside Energy, Inc. (collectively, the “Biogas Subsidiaries” and together with USEB, the “USEB Debtors”).

~~On March 27, 2009, the USEB Debtors~~o Pre-commencement ~~completed~~communications ~~the sale of the Biogas Assets (as defined below) to certain designees of Silver Point Finance, LLC (the “Purchasers”)~~ pursuant to ~~the terms~~Rule ~~of the previously disclosed Asset Purchase Agreement dated January 23, 2009~~ 13e-4(~~the “Agreement”~~c)~~. The Purchasers~~ ~~have~~under ~~acquired, free and clear of all pledges, liens, security interests, encumbrances, claims, options and interests (except as set forth in~~ the ~~Agreement)~~Exchange ~~substantially~~Act ~~all of the assets of USEB and the Biogas Subsidiaries. The assets acquired by the Purchasers consist primarily of equity interests in various project subsidiaries of USEB~~ (~~all~~17 ~~such assets and interests~~CFR ~~referred to herein as the “Biogas Assets”)~~240. ~~Pursuant to the Agreement, the Purchasers acquired the equity ownership interests in all of the underlying operating project entities~~ 13e-4(~~other than Oceanside Energy, Inc.~~c) and the operating assets of Oceanside Energy, Inc., thereby acquiring all of the economic value of the Biogas Assets. The aggregate transaction value to the Company was in excess of $122 million, including the assumption of the outstanding balance of the USEB Indebtedness (as defined in the Agreement) and the assumption and/or release of 100% of the USEO Indebtedness (as defined in the Agreement). The transaction contemplated by the Agreement was approved by the Bankruptcy Court at a sale hearing conducted on March 13, 2009.

~~The~~Item 5.02 ~~foregoing~~Departure ~~is a summary~~ of ~~the Agreement,~~Directors ~~which~~or ~~summary~~Certain isOfficers; ~~qualified~~Election ~~in its entirety by the text~~ of ~~the~~Directors; ~~Agreement~~Appointment ~~which~~of isCertain ~~incorporated~~Officers; byCompensatory ~~reference~~Arrangements toof ~~the Company’s Current Report on~~Certain ~~Form 8-K, Exhibit 10~~Officers.~~1, filed with the SEC on January 28, 2009.~~

~~Any questions pertaining to the Chapter~~(b) On 11May ~~filings~~18, ~~should~~2009, beMessrs. ~~directed~~Salvatore toNobile ~~Peter~~and S.Mike ~~Partee~~Novosel ~~Sr.~~resigned atfrom ~~Hunton~~the ~~& Williams~~Board ~~LLP,~~of ~~counsel~~Directors ~~for~~of ~~the~~U.S. ~~debtors~~Energy Systems, ~~phone~~Inc. ~~number~~ (~~212)~~the ~~309-1056~~“Company”).

2(b) On May 21, 2009, Joe Reynolds, the Chief Executive Officer and President of the Company, announced that he would resign as Chief Executive Officer and President when the Chapter 11 plan of Company subsidiary GBGH, LLC shall be substantially consummated on or about June 6, 2009. Mr. Reynolds stated to the Company that his reason for resigning, effective on or about June 6, 2009, was to fully concentrate on his responsibilities as Chief Executive Officer of the Company’s UK subsidiary, UK Energy Systems Limited.

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.
Date: April 1, 2009	By:	/s/ RICHARD AUGUSTINE
Date: May 21, 2009	By:	/s/ Richard Augustine
		Richard Augustine
		Chief Accounting Officer

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