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): February 4, 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 Reports on Form 8-K dated January 19, 2008, January 24, 2008, January 29, 2008, and January 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 seeking to compel the Company to convene a Special Meeting of Stockholders. On January 15, 2008, the Delaware Chancery Court ordered the Company to convene the Special Meeting of Stockholders on January 29, 2008. On January 23, 2008, Nakash Energy LLC, a shareholder of the Company that owns approximately 15 percent of the outstanding shares of common stock of the Company, filed suit in the Delaware Chancery Court against the Company seeking, among other things, to compel the Company to convene an annual meeting of stockholders. All of the parties to the litigation proceedings in the Chancery Court requested the order adjourning the Special Meeting of Stockholders until Tuesday, February 5, 2008, so that they can pursue discussions to try to 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 of Stockholders could be adjourned to a later date if the parties agree.

Consequently, the Company is disseminating a Third Supplement to its original Notice of Special Meeting of Stockholders to inform stockholders of the new date for the Special Meeting.

The Company will continue to keep stockholders informed of further developments regarding the Special Meeting of Stockholders by press release and posting of additional information at its website, www.usenergysystems.com.

A copy of the Third Supplement to Notice of Special Meeting of Stockholders is attached to this Current Report as Exhibit 20.4, and a copy of the related news release is attached to this Current Report as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


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 AUGUSTINE
		Richard Augustine
		Vice President

Date: February 4, 2008

U S ENERGY SYSTEMS INC 8-K