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): ~~January~~February 244, 2008

U.S. Energy Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-10238

52-1216347

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

40 Tower Lane

1^st 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):

¨	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))

Item 8.01.

Other Events.

U.S. Energy Systems, Inc. (the “Company”) issued a news release on Monday, February 4, 2008 announcing that its Special Meeting of Stockholders, originally scheduled to take place on January 29, 2008 and adjourned by order of the Delaware Chancery Court until Tuesday, February 5, 2008, has been further adjourned until Tuesday, February 12, 2008.

As previously reported in the Company’s Current ~~Report~~Reports ~~of U.S. Energy Systems, Inc. (the “Company”)~~ on Form 8-K dated January 19, 2008, ~~(the~~January 24, “2008, January 1929, ~~Form~~2008, and January ~~8-K”)~~30, 2008, Asher E. Fogel, former Chairman of the Board and Chief Executive Officer of the Company, filed suit in October 2007 in the Chancery Court of the State of Delaware against the Company and each of the Directors ~~has~~seeking ~~called~~to compel the Company to convene a Special Meeting of Stockholders. ofOn January 15, 2008, the Delaware Chancery Court ordered the Company to ~~take~~convene ~~place~~the onSpecial ~~Tuesday,~~Meeting of Stockholders on January 29, 2008. ~~The~~ ~~Board~~On January 23, 2008, Nakash Energy LLC, a shareholder of ~~Directors~~the ~~fixed~~Company that owns approximately 15 percent of the ~~close~~outstanding shares of ~~business~~common onstock of ~~Friday,~~the ~~January 18~~Company, ~~2008~~filed assuit in the ~~record~~Delaware ~~date~~Chancery ~~for~~Court against the ~~determination~~Company seeking, among other things, to compel the Company to convene an annual meeting of stockholders. ~~entitled~~All of the parties to ~~notice~~the litigation proceedings in the Chancery Court requested the order adjourning the Special Meeting of ~~and~~Stockholders until Tuesday, February 5, 2008, so that they can pursue discussions to ~~vote~~try atto achieve settlement of each suit. With the approval of the Delaware Chancery Court, the Special Meeting of Stockholders has been further adjourned until Tuesday, February 12, 2008. If settlement discussions continue, the Special Meeting ~~and~~of atStockholders ~~any~~could ~~adjournment~~be oradjourned ~~postponement~~to ~~thereof~~a later date if the parties agree.

~~In view of the resignation of Mr. Robert A. Schneider as a Director of the Company and the election of Messrs. Bernard J. Zahren~~Consequently, ~~Joseph P. Reynolds and Richard J. Augustine as Directors as reported in~~ the ~~January 19 Form 8-K, the~~ Company is ~~mailing~~disseminating ~~to stockholders~~ a Third Supplement to ~~the~~its original Notice of Special Meeting of Stockholders to ~~reflect~~inform stockholders of the ~~change~~new indate for the ~~Board~~Special ~~of Directors~~Meeting.

The ~~only~~Company ~~matters to be considered at the Special Meeting of Stockholders~~ will becontinue ~~the removal of the Directors of the Company and, if required~~ to ~~fill~~keep ~~any~~stockholders ~~vacancies~~informed ~~created by the removal~~ of ~~Directors~~further ~~with~~developments ~~cause,~~regarding the ~~election of new Directors. The Company’s By-laws provide that business transacted at any special meeting of stockholders shall be limited~~Special toMeeting ~~the purposes stated in the Notice~~ of ~~Special~~Stockholders ~~Meeting. The Company’s By-laws further provide that Directors can be removed~~ by ~~vote~~press ofrelease ~~the~~and ~~stockholders~~posting ~~prior to the expiration~~ of ~~their~~additional ~~term~~information ofat ~~office~~its ~~only~~website, ~~with cause~~www.usenergysystems.com.

~~Due~~A tocopy ~~the limited time available to give notice~~ of ~~the Special Meeting of Stockholders in compliance with the order of the Delaware Chancery Court, no~~ ~~proxies can be solicited from stockholders by~~ the ~~Company~~Third orSupplement onto ~~behalf~~Notice of ~~the Directors for the~~ Special Meeting of Stockholders inis ~~accordance~~attached ~~with~~to ~~the~~this ~~requirements~~Current ofReport ~~the~~as ~~rules and regulations of the Securities and Exchange Commission~~Exhibit 20. ~~Consequently~~4, no ~~proxy~~and ~~statement~~a orcopy ~~form~~ of ~~proxy will be sent or otherwise made available to stockholders for~~ the ~~Special~~related ~~Meeting.~~news ~~Stockholders~~release ~~wishing~~is toattached ~~vote at the Special Meeting must be present in person or submit a valid proxy at the Special Meeting or~~ to ~~the~~ ~~Company’s~~this ~~Secretary~~Current noReport ~~later~~as ~~than Monday, January~~Exhibit ~~28, 2008~~99. Beneficial owners whose shares are held of record in the name of a broker, bank or other nominee must instruct the record holder to vote on their behalf or obtain a valid proxy from the record holder to vote their shares1.

A copy of the Supplement to Notice of Special Meeting of Stockholders is attached to this Current Report as Exhibit 20.2.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

20.2 Supplement to Notice of Special Meeting of Stockholders dated January 24, 2008.


20.4		Third Supplement to Notice of Special Meeting of Stockholders dated February 4, 2008.

99.1		News Release of U.S. Energy Systems, Inc. dated February 4, 2008.

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/ ~~Richard~~RICHARD ~~Augustine~~AUGUSTINE Richard Augustine Vice President

Date: ~~January~~February 244, 2008

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