CERTIFICATE OF CORRECTION OF
                          CERTIFICATE OF DESIGNATION OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                            U.S. ENERGY SYSTEMS, INC.


     U.S.  Energy  Systems,  Inc.  (hereinafter  called  the  "Corporation"),  a
corporation   organized  and  existing  under  and  by  virtue  of  the  General
Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the Corporation is U.S. Energy Systems, Inc.

     2. The  Certificate of Designation of Series B Convertible  Preferred Stock
of the  Corporation,  which was filed by the  Secretary  of State of Delaware on
February 2, 1999, is hereby corrected.

     3. The  inaccuracy  to be  corrected  in  Section  8(a) of said  instrument
relates to the scope of  dividends  to be paid in the event of the  liquidation,
dissolution or winding up of the Corporation.


     4. The portion of the instrument in corrected form is as follows:

"Section 8. Liquidation, Dissolution or Winding Up.

     (a) In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation, either voluntary or involuntary, the holders of shares of Preferred
Stock  shall  be  entitled  to  receive  out of the  assets  of the  Corporation
available for  distribution to stockholders  under  applicable law, prior and in
preference  to any  distribution  to holders  of the Common  Stock or any Junior
Securities but in parity with any distribution to holders of Parity  Securities,
the  amount of  $1,000  per share of  Preferred  Stock,  plus a sum equal to all
accrued but unpaid  dividends on such shares  (whether or not  declared) for all
Dividend  Periods  preceding the date of such  liquidation,  dissolution or such
other winding up. If upon the occurrence of such event,  the assets and funds to
be  distributed  among  the  holders  of shares of  Preferred  Stock and  Parity
Securities  shall be  insufficient  to permit the payment to such holders of the
full  preferential  amounts due to the holders of shares of Preferred  Stock and
Parity  Securities,  respectively,  then  the  entire  assets  and  funds of the
Corporation  legally  available for distribution  shall be distributed among the
holders of shares of Preferred Stock and Parity  Securities,  pro rata, based on
the  respective  liquidation  amounts  to which  each  such  series  of stock is
entitled by the  Corporation's  Certificate of Incorporation and any certificate
of designation of preferences."

Executed on this 27th day of March, 2001.


                                              /s/ Goran Mornhed
                                              ------------------------------
                                              Goran Mornhed, President