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                 U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-QSB                                     
   
            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1997 

                       Commission File Number: 0-21241

                              ASPEN CAPITAL, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Nevada                                        84-1349555
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(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

                    P.O. Box 460363, Aurora, Colorado 80046
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)

                              (303) 690-6787
                        --------------------------
                        (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 requirements for the past 90 days.

                            Yes X             No___

As of June 30, 1997, 1,250,000 shares of common stock, $.0001 par value per
share, were outstanding.    

Transitional Small Business Disclosure Format (check one): Yes__    No X
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                              INDEX
                                                              Page
                                                             Number
Part I.   Financial Information

     Item I.   Financial Statements
                    
               Balance Sheets as of June 30, 1997
               and December 31, 1996                          3

               Statement of Operations, Three Months
               Ended June 30, 1997                            4

               Statement of Operations, Six Months
               Ended June 30, 1997                            5

               Statement of Cash Flows, Three Months
               Ended June 30, 1997                            6

               Statement of Cash Flows, Six Months
               Ended June 30, 1997                            7

               Notes to Financial Statements                  8

     Item 2.   Management's Discussion and Analysis of 
               Financial Conditions and Results of 
               Operations                                     9

Part II.  Other Information                                  10
                               -2-
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                        ASPEN CAPITAL, INC.

                          BALANCE SHEETS
                           (Unaudited)

                              ASSETS
                                               June 30    December 31
                                                 1997        1996    
                                               --------   -----------
Current Assets
 Cash                                          $    365   $    919 
  Total Current Assets                              365        919 

Organization costs, net of amortization             200        225 

  Total Assets                                 $    565   $  1,144 


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts payable                             $  2,314   $    182 
  Total Current Liabilities                       2,314        182 

Stockholders' (Deficit):
  Preferred Stock, $.0001 par value,
  5,000,000 shares authorized
  none issued and outstanding                         -          - 

  Common Stock, $.0001 par value,
  100,000,000 shares authorized
  1,250,000 shares issued and 
  outstanding                                       125        125 
Additional paid-in capital                       12,375     12,375 
Accumulated deficit                             (14,249)   (11,538)
Total Stockholders' (Deficit)                    (1,749)       962
 
Total Liabilities and Stockholders' (Deficit) $     565   $  1,144 

The accompanying notes are an integral part of the financial statements.
                               -3-
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                       ASPEN CAPITAL, INC.

                     STATEMENT OF OPERATIONS
                           (Unaudited)

                Three Months Ended June 30, 1997 

Revenues                                                 $         - 

Operating Expenses:
     Professional fees                                           742 
     Other                                                       765 
       Total Operating Expenses                                1,507 

Net Loss                                                  $   (1,507)

Per Share                                                 $      nil 

Weighted Average Number of Shares
 Outstanding                                               1,250,000 

The accompanying notes are an integral part of the financial statements.
                               -4-
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                       ASPEN CAPITAL, INC.

                     STATEMENT OF OPERATIONS
                           (Unaudited)

                 Six Months Ended June 30, 1997 

Revenues                                                 $         - 

Operating Expenses:
     Professional fees                                         2,314 
     Other                                                       397 
       Total Operating Expenses                                2,711 

Net Loss                                                  $   (2,711)

Per Share                                                 $      nil 

Weighted Average Number of Shares
 Outstanding                                               1,250,000 

The accompanying notes are an integral part of the financial statements.
                               -5-
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                       ASPEN CAPITAL, INC.

                     STATEMENT OF CASH FLOWS
                           (Unaudited)

                 Three Months Ended June 30, 1997

Cash Flows Operating Activities:
     Net (loss)                                           $   (1,507)
     Amortization                                                 12 
     Increase in accounts payable                              1,146 

  Net Cash (Used in) Operating
   Activities                                                   (349)

Cash Flows from Investing Activities                               - 

Cash Flows from Financing Activities                               - 

(Decrease) in Cash                                              (349)

Cash, Beginning of Period                                        714 

Cash, End of Period                                       $      365 

Interest Paid                                             $        - 

Income Taxes Paid                                         $        - 

The accompanying notes are an integral part of the financial statements.
                               -6-
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                       ASPEN CAPITAL, INC.

                     STATEMENT OF CASH FLOWS
                           (Unaudited)

                  Six Months Ended June 30, 1997

Cash Flows Operating Activities:
     Net (loss)                                           $   (2,711)
     Amortization                                                 25 
     Increase in accounts payable                              2,132 

  Net Cash (Used in) Operating
   Activities                                                   (554)

Cash Flows from Investing Activities                               - 

Cash Flows from Financing Activities                               - 

(Decrease) in Cash                                              (554)

Cash, Beginning of Period                                        919 

Cash, End of Period                                       $      365 

Interest Paid                                             $        - 

Income Taxes Paid                                         $        - 

The accompanying notes are an integral part of the financial statements.
                               -7-
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                       ASPEN CAPITAL, INC.

                  NOTES TO FINANCIAL STATEMENTS
                    June 30, 1997 (Unaudited)

(1) Condensed Financial Statements

The financial statements included herein have been prepared by Aspen Capital,
Inc. without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Aspen Capital, Inc. believes that
the disclosures are adequate to make the information presented not misleading. 
It is suggested that these financial statements be read in conjunction with
the December 31, 1996 audited financial statements and the accompanying notes
thereto.  While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will
be accomplished by Aspen Capital, Inc. later in the year.

The management of Aspen Capital, Inc. believes that the accompanying unaudited
condensed financial statements contain all adjustments (including normal
recurring adjustments) necessary to present fairly the operations and cash
flows for the periods presented.
                               -8-
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                              ITEM 2

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

Aspen Capital, Inc. (the "Company") was organized as a Colorado corporation on
June 14, 1996, in order to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships of
sole proprietorships.  The Company may seek to acquire a controlling interest
in such entities in contemplation of later completing an acquisition.  The
Company is not limited to any operation or geographic area in seeking out
opportunities. 

Management has not identified any particular business or industry within which
the Company will seek an acquisition or merger.  The Company has not
conducted, nor have others made available to it, market research supporting
the viability of the Company's proposed operations.

The Company generated no revenues during the quarter ended June 30, 1997, and
management does not anticipate any revenues until following the conclusion of
a merger or acquisition, if any, as contemplated by the Company's business
plan.

The Company's capital is limited.  The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.

At June 30, 1997, the Company had no material commitments for capital
expenditures.

                    PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.  None.

Item 2.  Changes in Securities.  None.

Item 3.  Defaults upon Senior Securities.  None.

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information.  None.

Item 6.  Exhibits and Reports on Form 8-K.  None.

                            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.

                               ASPEN CAPITAL, INC.

Date: December 18, 1997        By: /s/ Timothy J. Brasel
                                   Timothy J. Brasel, President
                               -9-
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                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
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  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically