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
     April 30, 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 April 30, 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

April 30, 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 . . . .7-8

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)

                                          April 30,     July 31,
ASSETS                                       1998         1997  

CURRENT ASSETS 
  Cash and cash equivalents              $   262,173 $   112,514 
  Accounts rec., trade                        95,482     179,785 
  Other                                        4,919       1,633 
                                         ----------- -----------
                                             362,574     293,932 
                                         ----------- -----------
PROPERTY AND EQUIPMENT, AT COST 
  Oil and gas properties, full cost
   method of accounting                   19,630,085  19,763,820 
  Other                                      102,061     302,061 
                                         ----------- -----------
                                          19,732,146  20,065,881 
  Less accum. depl., deprec., and amort.  17,180,802  17,252,217 
                                        ------------ -----------
                                           2,551,344   2,813,664 
                                        ------------ -----------

OTHER 
  Investments                                810,127     810,127 
                                        ------------ -----------
       TOTAL ASSETS                      $ 3,724,045 $ 3,917,723 
                                        ============ ===========














                              1

<PAGE>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES                
  Notes payable-Lender (Note 2)         $    192,996 $ 1,315,333 
  Notes payable-other                         35,404      35,404
  Accounts payable, trade                    586,555     670,069 
  Accrued interest-Lender (Note 2)              ---      893,777 
  Accrued interest-other                         496        ---
  Accrued expenses                           317,405     281,235 
                                        ------------ -----------
                                           1,132,856   3,195,819 

LONG-TERM LIABILITIES
   Note payable-Lender (Note 2)              961,504         --
   Accrued interest-Lender (Note 2)          983,022        ---
                                        ------------ -----------
                                           1,944,526         --

         TOTAL LIABILITIES                 3,077,382   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                    (21,641,420)(21,566,179)
                                         ----------- -----------
                                             656,373     731,614 
  Less treasury stock                          9,710       9,710 
                                         ----------- -----------
      TOTAL SHAREHOLDERS' EQUITY             646,663     721,904 
                                         ----------- -----------
      TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY              $ 3,724,045 $ 3,917,723 
                                         =========== =========== 




See accompanying notes to condensed consolidated financial
statements.




                              2
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)
                                                                  

                                            Three months ended
                                                April 30,
                                            ------------------ 
                                             1998         1997 

REVENUE 
   Oil and gas sales                      $ 140,318    $ 325,404 
   Gain on sale of oil
     and gas property                       156,258      100,000
   Interest income                            1,780          825 
   Other                                     22,188       17,895
                                          ---------    ---------
                                            320,544      444,124 
                                          ---------    ---------
COSTS AND EXPENSES 
   Production and operating                  43,376       88,795 
   Depl., deprec., and amort.                27,912       50,360 
   General and administrative                36,615      156,482 
   Interest expense                          28,209     (  1,562)
                                          ---------    --------- 
                                            136,112      294,075
                                          ---------    --------- 
NET INCOME                                  184,432      150,049 

DIVIDEND REQUIREMENTS ON PREFERRED STOCK    269,775      269,775 
                                          ---------    ---------  
LOSS APPLICABLE TO COMMON STOCK           $( 85,343)   $(119,726)
                                          =========    =========
LOSS PER COMMON SHARE                     $    *       $    (.01) 
                                          =========    =========





*Less than one cent ($.01)



See accompanying notes to condensed consolidated financial
statements.

                              3<PAGE>
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)
                                                                  

                                             Nine months ended
                                                April 30,
                                            ------------------ 
                                             1998         1997 

REVENUE 
   Oil and gas sales                      $ 388,662    $ 830,234 
   Gain on sale of oil
      and gas property                      156,258      100,000
   Interest income                            4,628        2,050 
   Other                                     18,194       45,672
                                          ---------    ---------
                                            567,742      977,956 
                                          ---------    ---------
COSTS AND EXPENSES 
   Production and operating                 145,191      255,140 
   Depl., deprec., and amort.                98,585      154,400 
   General and administrative               308,441      474,828 
   Interest expense                          90,765            1
                                          ---------    --------- 
                                            642,982      884,369
                                          ---------    --------- 
NET INCOME (LOSS)                          ( 75,240)      93,587 

DIVIDEND REQUIREMENTS ON PREFERRED STOCK    809,325      809,325 
                                          ---------    ---------  
LOSS APPLICABLE TO COMMON STOCK           $(884,565)   $(715,738)
                                          =========    =========
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
                           =========   ==========  ========== =========   ===========   =============  ========= ======== =========


Net income                                                                                   184,432                        184,432
                           ---------   ----------  ---------- ---------   -----------   -------------  --------  -------  ---------
Balance at April 30, 1998  1,025,000   $1,025,000  21,092,222 $ 210,922   $21,094,871   $(21,641,419)  $(33,000) $(9,710) $ 646,664
                           =========   ==========  ========== =========    ==========   =============  ========= ======== ========= 

</TABLE>

































                                                                          5    
<PAGE>
                                   
CASPEN OIL, INC.
AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
(Unaudited)
                                                                  
                                                Nine months ended
                                                   April 30,
                                               ------------------
                                                 1998       1997

CASH FLOWS FROM OPERATING ACTIVITIES 
Net income (loss)                            $( 75,240) $ 93,587 
Adjustments to reconcile net income
to net cash used in operating activities:
 Depletion, depreciation, and amortization    ( 71,415)  154,400
 Issuance of common stock                        ---      33,000
 Disposition of junked asset                   200,000     --- 

Changes in operating assets and liabilities:
 (Increase) decrease in accounts receivable     84,303  ( 52,238)
 (Increase) decrease in other assets           ( 3,286)   17,450 
 Decrease in notes/accts. payable             (244,348) (268,719)
 Increase (decrease) in accrued expenses       125,910    98,177
                                             ---------- --------
NET CASH PROVIDED BY 
OPERATING ACTIVITIES                            15,924    75,657
                                             ---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES 
 Proceeds from disposition of property and  
 equipment                                     138,217     4,506 
 Purchase of property and equipment            ( 4,482)  (11,021)
                                             ---------- --------
NET CASH PROVIDED BY (USED FOR)INVESTING 
  ACTIVITIES                                   133,735   ( 6,515)
                                             --------- ---------

INCREASE IN CASH AND CASH EQUIVALENTS          149,659    69,142

CASH AND CASH EQUIVALENTS, BEGINNING           112,514    94,131 
                                             --------- --------- 
CASH AND CASH EQUIVALENTS, ENDING            $ 262,173  $163,273 
                                             ========= =========

See accompanying notes to condensed consolidated financial
statements.


                              6

CASPEN OIL, INC.
AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Nine Months Ended April 30, 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 April 30, 1998, and the results of operations for
the nine month periods ended April 30, 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)     Note payable - Lender

Note payable to Lender with interest at prime plus 1%, due
September, 2004; collateralized by 100% of the outstanding stock
of the Company's wholly-owned subsidiary, Summit Overseas
Exploration, Inc. ("Summit") and by all of the oil and gas
interests and properties owned by Summit, save and except for
Summit's interest owned through its Kern River, plc investment,
located in Bakersfield, California.
 
Principal only payments of $16,083 are due and payable monthly to
the Lender with interest accruing and becoming due and payable in
three (3) thirty (30) month tranches with the first payment being
due and payable September 30, 1999; the second payment due and
payable March 31, 2002; and the third payment due and payable
September 30, 2004.

Additionally, $851,192 of interest that had accrued and had
remained unpaid on the loan to the Lender for the period up to
and including March 31, 1997 will become due and payable on or
before September 30, 2004.

Current portion of principal due to Lender
   at April 30, 1998                             $  192,996

Long-term portion of principal due to Lender
   at April 30, 1998                                961,504
                                                  ---------
Total Principal due to Lender 
   at April 30 1998                              $1,154,500
                                                  =========

                               7
CASPEN OIL, INC.
AND SUBSIDIARIES

(2)     Note payable - Lender (continued)

Long term portion of accrued interest due
   to Lender at April 30, 1998                    $ 983,022
                                                   ========


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 nine months ended April 30, 1998, the working capital
deficit decreased from July 31, 1997, by approximately
$2,132,000.  This decrease is due largely to the reclassification
to long-term liability that portion of lender principal and
accrued interest considered a current liability at July 31, 1997
and to the pay down of certain outstanding trade payables.

The Company's current liabilities exceed current assets by
$770,282 at April 30, 1998.  The working capital deficit at 
April 30, 1998, is due primarily to the Company's debt due to its
Lender (See Note 2) and to outstanding trade and note payables of
an approximate $600,000. The Company anticipates that with its
current cash position it will have sufficient working capital to
meet its obligations throughout the remaining fiscal year.

Results of Operations

Oil and gas revenues were significantly lower in the nine months
ended April 30, 1998, as compared to the nine months ended April
30, 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 nine months of fiscal year
1998 as compared to the same period in fiscal year 1997.

The Company experienced equal gas prices in the nine months ended
April 30, 1998, compared with those received in the same  period
last year, and significantly lower oil prices were experienced in
the first nine months of fiscal year 1998 when compared with the 


                              8

CASPEN OIL, INC.
AND SUBSIDIARIES

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

Results of Operations (Continued)

same period last year.  Average oil and gas prices received in
the nine months ended April 30, 1998, were approximately $16.00 
per barrel of oil and $2.00 per mcf gas as compared to
approximately $19.00 per barrel of oil and $2.00 per mcf gas for
the nine months ended April 30, 1997.

The Company reported a net loss of $(75,240) for the nine months
ended April 30, 1998, compared to a net income of $93,587 for the
nine months ended April 30, 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 nine months ended April 30, 1998, and an increase in interest
expense accrued but unpaid to the Company's lender, as compared
with the nine months ended April 30, 1997. Oil and gas revenues
approximated $389,000 for the nine months ended April 30, 1998,
while revenues for the same period in 1997 approximated $830,000.
Production and operating expenses for the nine months ended April
30, 1998, were approximately $145,000, as compared to the nine
months ended April 30, 1997, which were approximately $255,000. 

General and administrative expenses for the nine months ended
April 30, 1998, decreased by approximately $166,000 from the
corresponding nine months ended April 30, 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 April 30, 1998, dividends on the Company's Series A 
Shares are in arrears $20.24 per share for a total of
$12,133,502.












                              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.




June 19, 1998                         By:/s/ Gary N. Davis      
                                          Gary N. Davis,
                                            Treasurer



































                              11