SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                Form 10-QSB

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES AND EXCHANGE ACT OF 1934


    For Quarter Ended                  Commission File Number
     January 31, 1998                           1-7965


                             CASPEN OIL, INC.
          (Exact name of registrant as specified in its charter)


         Nevada                              75-1325831
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)


                        777 S. Wadsworth Boulevard
                           Irongate 3, Suite 201
                            Lakewood, CO  80226
                 (Address or principal executive offices)

                              (303) 987-0925

           (Registrant's telephone number, including area code)


(Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.

       Yes    X                                             No 

As of January 31, 1998, the Registrant had 21,092,222 shares of
Common Stock outstanding.

Transitional Small Business Disclosure Format:  Yes    ;  No   X 
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

FORM 10-QSB

January 31, 1998

                                                                 
 

PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements:

Condensed Consolidated Balance Sheets. . . . . . . . . . .  1-2

Condensed Consolidated Statements of Operations. . . . . . .3-4

Condensed Consolidated Statement of Shareholders' Equity . .  5

Condensed Consolidated Statements of Cash Flows. . . . . . .  6

Notes to Condensed Consolidated Financial Statements . . . .  7

Item 2.  Management's Discussion and Analysis or Plan of
Operation. . . . . . . . . . . . . . . . . . . . . . . . .  8-9

PART II - OTHER INFORMATION

Item 4.Submission of Matters to a Vote of Security Holders . 10

Item 6.Exhibits and Reports on Form 8- K . . . . . . . . . . 10

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 11

<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
(Unaudited)

                                          January 31,   July 31,
ASSETS                                       1998         1997  

CURRENT ASSETS 
  Cash and cash equivalents              $   115,907 $   112,514 
  Accounts rec., trade                        80,679     179,785 
  Other                                        2,797       1,633 
                                         ----------- -----------
                                             199,383     293,932 
                                         ----------- -----------
PROPERTY AND EQUIPMENT, AT COST 
  Oil and gas properties, full cost
   method of accounting                   19,713,189  19,763,820 
  Other                                      102,061     302,061 
                                         ----------- -----------
                                          19,815,250  20,065,881 
  Less accum. depl., deprec., and amort.  17,152,890  17,252,217 
                                        ------------ -----------
                                           2,662,360   2,813,664 
                                        ------------ -----------

OTHER 
  Investments                                810,127     810,127 
                                        ------------ -----------
       TOTAL ASSETS                      $ 3,671,870 $ 3,917,723 
                                        ============ ===========














                              1

<PAGE>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES                
  Notes payable                         $  1,280,738 $ 1,350,738 
  Accounts payable, trade                    598,726     670,069 
  Accrued interest                           955,821     893,777 
  Accrued expenses                           374,354     281,235 
                                        ------------ -----------
                                           3,209,639   3,195,819 

LONG-TERM LIABILITIES
                                              ---         ---
                                        ------------ -----------
         TOTAL LIABILITIES                 3,209,639   3,195,819 
                                        ------------ -----------

SHAREHOLDERS' EQUITY 
  Convertible preferred stock:
   Series A                                  600,000     600,000 
   Series C                                  300,000     300,000 
   Series E                                  125,000     125,000 
  Common stock                               210,922     210,922 
  Additional paid-in capital              21,094,871  21,094,871 
  Note receivable-Officer                    (33,000)    (33,000) 
  Accumulated deficit                    (21,825,852)(21,566,179)
                                         ----------- -----------
                                             471,941     731,614 
  Less treasury stock                          9,710       9,710 
                                          ---------- -----------
      TOTAL SHAREHOLDERS' EQUITY             462,231     721,904 
                                          ---------- -----------
      TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY              $ 3,671,870 $ 3,917,723 
                                        ============ ============

See accompanying notes to condensed consolidated financial
statements.












                              2
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)
                                                                  

                                            Three months ended
                                                January 31,
                                            ------------------ 
                                             1998         1997 

REVENUE 
   Oil and gas sales                      $ 108,713    $ 278,313 
   Interest income                            1,426          588 
   Other                                      7,678       14,299
                                          ---------    ---------
                                            117,817      293,200 
                                          ---------    ---------
COSTS AND EXPENSES 
   Production and operating                  65,836      110,420 
   Depl., deprec., and amort.                26,997       51,798 
   General and administrative               133,388      172,615 
   Interest expense                          37,737          510
                                          ---------    --------- 
                                            263,958      335,343
                                          ---------    --------- 
NET LOSS                                   (146,141)     (42,143)

DIVIDEND REQUIREMENTS ON PREFERRED STOCK    269,775      269,775 
                                          ---------    ---------  
LOSS APPLICABLE TO COMMON STOCK           $(415,916)   $(311,918)
                                          =========    =========
LOSS PER COMMON SHARE                     $    (.02)   $    (.01) 
                                          =========    =========











See accompanying notes to condensed consolidated financial
statements.

                              3<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)
                                                                  

                                             Six months ended
                                                January 31,
                                            ------------------ 
                                             1998         1997 

REVENUE 
   Oil and gas sales                      $ 248,344    $ 504,830 
   Interest income                            2,848        1,225 
   Other                                     (3,994)      27,778
                                          ---------    ---------
                                            247,198      533,833 
                                          ---------    ---------
COSTS AND EXPENSES 
   Production and operating                 101,815      166,345 
   Depl., deprec., and amort.                70,673      104,040 
   General and administrative               271,826      318,346 
   Interest expense                          62,556        1,563
                                          ---------    --------- 
                                            506,870      590,294
                                          ---------    --------- 
NET LOSS                                   (259,672)     (56,461)

DIVIDEND REQUIREMENTS ON PREFERRED STOCK    539,550      539,550 
                                          ---------    ---------  
LOSS APPLICABLE TO COMMON STOCK           $(799,222)   $(596,011)
                                          =========    =========
LOSS PER COMMON SHARE                     $    (.04)   $    (.03) 
                                          =========    =========











See accompanying notes to condensed consolidated financial
statements.

                              4
<PAGE>
<TABLE>
<CAPTION>
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Statement of Shareholders' Equity
(Unaudited)

                                                                  
                                                      

                               Series A,C, E           Common stock       Additional     Accumu-      Note                  Total
                              Preferred Stock                               paid-in       lated        Rec-    Treasury    shlders' 
                            Shares      Amount      Shares      Amount     capital       deficit     Officer     stock      equity
                           -------   --------    ----------  ----------  -----------  ------------- -------   --------   ----------
<S>                       <C>         <C>         <C>        <C>         <C>          <C>            <C>       <C>        <C>
Balance at July 31, 1997  1,025,000   $1,025,000  21,092,222 $ 210,922   $21,094,871  $(21,566,179)  $(33,000) $(9,710)   $ 721,904
          


Net loss                                                                                (  113,531)                       (113,531)
                           ---------   ----------  ---------- ---------  -----------  -------------  --------- --------   ---------
Balance at October 31,1997 1,025,000   $1,025,000  21,092,222 $ 210,922  $21,094,871  $(21,679,710)  $(33,000) $(9,710)   $ 608,373







Net loss                                                                                  (  146,141)                     (146,141) 

                           ---------   ----------  ---------- ---------   -----------   -------------  --------- -------- ---------
Balance at January 31,1998 1,025,000   $1,025,000  21,092,222 $ 210,922   $21,094,871   $(21,825,851)  $(33,000) $(9,710) $ 462,232
                           =========   ==========  ========== =========   ===========   =============  ========= ======== =========
</TABLE>

                                                                          5    
                                   
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
(Unaudited)
                                                                  
                                                                  
                                                               
                                                Six months ended
                                                   January 31,
                                               ------------------
                                                 1998       1997

CASH FLOWS FROM OPERATING ACTIVITIES 
Net loss                                     $(259,672) $(56,461)
Adjustments to reconcile net income
to net cash used in operating activities:
 Depletion, depreciation, and amortization    ( 99,329)  104,040
 Issuance of common stock                        ---      33,000
 Disposition of junked asset                   200,000     --- 

Changes in operating assets and liabilities:
 (Increase) decrease in accounts receivable     99,106  ( 63,803)
 (Increase) decrease in other assets           ( 1,164)    8,889 
 Decrease in notes/accts. payable             (141,343) ( 73,033)
 Increase (decrease) in accrued expenses       155,163    84,883
                                             ---------- --------
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES                          ( 47,239)   37,515
                                             ---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES 
 Proceeds from disposition of property and  
 equipment                                      54,652     4,401 
 Purchase of property and equipment            ( 4,020)  ( 7,729)
                                             ---------- --------
NET CASH PROVIDED BY (USED FOR)INVESTING 
  ACTIVITIES                                    50,632   ( 3,328)
                                             --------- ---------

INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                             3,393    34,187

CASH AND CASH EQUIVALENTS, BEG.                112,514    94,131 
                                             --------- --------- 
CASH AND CASH EQUIVALENTS, END               $ 115,907  $128,318 
                                             ========= =========

See accompanying notes to condensed consolidated financial
statements.


                              6
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Six Months Ended January 31, 1998

                                                                  
(1)     Basis of Presentation

   The condensed interim consolidated financial statements
included herein are unaudited but in the opinion of management
reflect all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation of the financial position of
the Company at January 31, 1998, and the results of operations
for the six month periods ended January 31, 1998 and 1997.
Interim results are not necessarily indicative of expected annual
results because of the impact of prices obtained for oil and gas
and other factors. These condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements of the Company, and related notes thereto,
included in its annual report on Form 10-KSB/A.

(2)     Notes payable

Note payable to Lender with interest at prime
plus 1%, due in September, 2004; collateralized
by 100% of the outstanding stock of a 
wholly-owned subsidiary, Summit Overseas
Exploration, Inc.                                  $1,245,333

Non-interest bearing payable due in July, 1998;        10,000

Note payable with interest at 8%; to be paid from
net revenue interest cash flow from an oil and
gas property; unsecured                                25,405
                                                   ---------- 
                                                   $1,280,738
                                                   ========== 
   
The Lender note of $1,245,333 is in default at January 31, 1998,
and may be demanded in total, thus is classified as a current
liability. The default interest rate is an additional 4%.









  
                               7
CASPEN OIL, INC.
AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis or Plan of
Operation

The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the
condensed consolidated financial statements included in this
report and the consolidated financial statements and notes
contained in the Company's annual report on Form 10-KSB/A for the
fiscal year ended July 31, 1997.

Liquidity and Capital Resources

During the six months ended January 31, 1998, the working
capital deficit increased from July 31, 1997, by approximately
$108,000.  This increase is due largely to the pay down of
certain outstanding trade payables from July 31, 1997, offset by
an increase in accrued expenses and collections of certain trade
receivables.

The Company's current liabilities exceed current assets by
$3,010,256 at January 31, 1998.  The working capital deficit at
January 31, 1998, is due primarily to the $1,245,333 of the
Company's debt due to its Lender (See Note 2) and to outstanding
trade and note payables of an approximate $634,000, as well as
accrued interest and expenses approximating $1,330,000. 

The Company anticipates that with its current cash position and
with a timely and satisfactory resolution of its litigation it
will have sufficient working capital to cure its Lender default
and to meet its obligations throughout the remaining fiscal year.

Results of Operations

Oil and gas revenues were lower in the six months ended January
31, 1998, as compared to the six months ended January 31, 1997.
This reduction in oil and gas revenue was a result of the sale of
various oil and gas interests which facilitated the reduction in
debt, as well as lower overall oil and gas prices received for
production in the first six months of fiscal year 1998 as
compared to the same period in fiscal year 1997.

The Company experienced slightly lower gas prices in the six 
months ended January 31, 1998, compared with those received in
the same  period last year, and significantly lower oil prices
were experienced in the first six months of fiscal year 1998 when
compared with the same period last year.  Average oil and gas
prices received in the six months ended January 31, 1998, were
approximately $16.60  per barrel of oil and $2.40 per mcf gas as
compared to approximately $22.00 per barrel of oil and $2.50 per
mcf gas for the six months ended January 31, 1997.

                              8
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis or Plan of
Operation, Continued

Results of Operations (Continued)

The Company reported a net loss of $(259,672) for the six months
ended January 31, 1998, compared to a net loss of $(56,461) for
the six months ended January 31, 1997. This is primarily due to
the sale of various oil and gas interests which facilitated the
reduction in debt, as well as, to lower oil and gas revenues for
the six months ended January 31, 1998, and an increase in
interest expense accrued but unpaid to the Company's lender, as
compared with the six months ended January 31, 1997. Oil and gas
revenues approximated $248,000 for the six months ended January
31, 1998, while revenues for the same period in 1997 approximated
$504,000. Production and operating expenses for the six months
ended January 31, 1998, were approximately $102,000, as compared
to the six months ended January 31, 1997, which were
approximately $166,000. 

General and administrative expenses for the six months ended
January 31, 1998, decreased by approximately $46,500 from the
corresponding six months ended January 31, 1997.

Series A Preferred Stock Cumulative Dividends In Arrears 

The terms of the Series A Shares provide that no dividends may be
paid on the Common Shares or Series C or E Preferred Shares while
dividends on the Series A Shares are in arrears.  The Company has
not paid any dividends on the Series A Shares since June 30,
1988. As of January 31, 1998, dividends on the Company's Series A 
Shares are in arrears $19.79 per share for a total of
$11,863,727.
















                              9 
<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

Part II.  Other Information


                                                                  

Item 4. Submission of Matters to a Vote of Security Holders

        None

Item 6. Exhibits and Reports on Form 8-K


(a)     Exhibits - none

(b)     Reports on Form 8-K - none













               



















                              10
<PAGE>
                               SIGNATURES

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 thereunto duly authorized.



                                      CASPEN OIL, INC.




March 16, 1998                         By:/s/ Gary N. Davis      
                                          Gary N. Davis,
                                            Treasurer



































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