Mail Stop 0308

							May 24, 2005



Henry Schneider
Interim President
U. S. Energy Systems, Inc.
One North Lexington Avenue
White Plains, NY  10601


	RE:	U. S. Energy Systems, Inc.
		Item 4.01 Form 8-K filed November 23, 2004
            	File No. 0-10238


Dear Mr. Schneider:

          We have reviewed your filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

1. We note that Kostin intends to resign at a future date.  Please
revise your November 23, 2004 filing to state the date they
notified
you of their intention to resign and state that there were no
disagreements through this date, if true.  Please be aware that
you
will need to file another amendment when Kostin has completed all
services they will provide to you as your principal auditor.






Henry Schneider
U. S. Energy Systems, Inc.
May 24, 2005
Page 2


2. The second paragraph should be revised to clarify that you are
referring to Kostin`s reports for either of the past two years,
and
not just for the most recent report which covers two years of
financial statements.  See Item 304(a)(1)(ii) of Regulation S-K.
Please revise or advise.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.


	The amendment requested above should be filed within five
business days from the date of this letter or we should be advised
by
that date when it will be filed.  The amendment should include an
appropriate letter from your former accountants indicating that
they
have read the Form 8-K/A.  Please file your response to these
comments as an EDGAR correspondence file at the same time as you
file
the Form 8-K/A.  Any questions regarding the above should be
directed
to me at (202) 551-3330, or in my absence, to Robert Benton at
(202)
551-3804.

							Sincerely,



							Robert Burnett
						            Staff Accountant


??

??

??

??