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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 September 30, 1998


                       Commission File Number: 0-21241


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


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


           5770 South Beech Court, Greenwood Village, Colorado 80121
          -----------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (303) 721-0605
                        --------------------------
                        (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 September 30, 1998, 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 September 30, 1998
              and December 31, 1997                                3

              Statement of Operations, Three Months
              Ended September 30, 1998 and                         4
              September 30, 1997

              Statement of Operations, Nine Months
              Ended September 30, 1998 and                         5
              September 30, 1997

              Statement of Cash Flows Nine Months
              Ended September 30, 1998 and                         6
              September 30, 1997

              Notes to Financial Statements                        7

     Item 2.  Management's Discussion and Analysis of
              Financial Conditions and Results of
              Operations                                           8

Part II.  Other Information                                        9



























                                     -2-
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                           ASPEN CAPITAL, INC.

                            BALANCE SHEETS
                             (Unaudited)

                               ASSETS

                                                September 30  December 31
                                                     1998        1997
                                                ------------  -----------

Current Assets
  Cash                                          $     1,984   $       63
                                                -----------   ----------
     Total Current Assets                             1,984           63

Organization costs, net of amortization                 137          175
                                                -----------   ----------
     Total Assets                               $     2,121   $      238
                                                ===========   ==========


             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable                              $     2,432   $    1,108
  Advances payable, related parties                   4,500        2,500
                                                -----------   ----------
     Total Current Liabilities                        6,932        3,608
                                                -----------   ----------

Stockholders' Equity (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                               (17,311)     (15,870)
                                                -----------    ---------
Total Stockholders' Equity (Deficit)                 (4,811)      (3,370)
                                                -----------    ---------
 
Total Liabilities and Stockholders'
  Equity (Deficit)                              $     2,121    $     238
                                                ===========    =========








The accompanying notes are an integral part of the financial statements.

                                   -3-
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                              ASPEN CAPITAL, INC.

                           STATEMENTS OF OPERATIONS
                                (Unaudited)


                                          Three Months     Three Months
                                             Ended            Ended
                                          September 30,    September 30,
                                             1998             1997
                                          ------------     ------------


Revenues                                  $         -      $         -
                                          -----------      -----------
Operating Expenses:
  Professional fees                            (2,677)             647
  Other                                            32              471
                                          -----------      -----------
     Total Operating Expenses                  (2,645)           1,118
                                          -----------      -----------

Net Profit                                $     2,645      $    (1,118)
                                          -----------      -----------

Per Share                                 $       nil      $       nil
                                          ===========      ===========
Weighted Average Number
 of Shares Outstanding                      1,250,000        1,250,000
                                          ===========      ===========


























The accompanying notes are an integral part of the financial statements.

                                    -4-
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                              ASPEN CAPITAL, INC.

                           STATEMENTS OF OPERATIONS
                                 (Unaudited)


                                           Nine Months      Nine Months
                                             Ended            Ended
                                          September 30,    September 30,
                                             1998             1997
                                          ------------     ------------

Revenues                                  $          -     $          -
                                          ------------     ------------

Operating Expenses:
  Professional fees                              1,324            2,557
  Other                                            117            1,272
                                          ------------     ------------
     Total Operating Expenses                    1,441            3,829
                                          ------------     ------------

Net Loss                                  $    (1,441)           (3,829)
                                          -----------      ------------
Per Share                                 $       nil      $        nil
                                          ===========      ============

Weighted Average Number
 of Shares Outstanding                      1,250,000         1,250,000
                                          ===========      ============


























The accompanying notes are an integral part of the financial statements.

                                    -5-
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                             ASPEN CAPITAL, INC.

                          STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                               Nine Months    Nine Months
                                                  Ended          Ended
                                               September 30,  September 30,
                                                  1998           1997
                                               -------------  -------------

Cash Flows Operating Activities:
  Net (loss)                                    $   (1,441)    $   (3,829)
  Amortization                                          38             37
  Increase in accounts payable                       1,324            898
                                                ----------     ----------

     Net Cash (Used in) Operating Activities           (79)        (2,894)
                                                ----------     ----------

Cash Flows from Investing Activities                     -              -
                                                ----------     ----------

Cash Flows from Financing Activities
  Increase in additional paid-in capital                 -          2,500
  Increase in advances from related parties          2,000              -
                                                ----------     ----------

     Net Cash Provided by Financial Activities       2,000          2,500
                                                ----------     ----------

Increase in Cash                                     1,921           (394)

Cash, Beginning of Period                               63            919
                                                ----------     ----------

Cash, End of Period                             $    1,984     $      525
                                                ==========     ==========

Interest Paid                                   $        -     $        -
                                                ==========     ==========

Income Taxes Paid                               $        -     $        -
                                                ==========     ==========














                                    -6-
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                             ASPEN CAPITAL, INC.

                        NOTES TO FINANCIAL STATEMENTS
                        September 30, 1998 (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, 1997 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.






























                                    -7-
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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 September 30, 1998,
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 September 30, 1998, the Company had no material commitments for capital
expenditures.

YEAR 2000 COMPLIANCE

The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches.  The Company has
assessed these issues as they relate to the Company, and since the Company
currently has no operating business and does not use any computers, and since
it has no customers or suppliers, it does not believe that there are any
material year 2000 issues to disclose in this Report.





















                                    -8-
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                        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.































                                    -9-
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                            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: November 13, 1998            By: /s/ Timothy J. Brasel
                                       Timothy J. Brasel, President











































                                    -10-
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                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically