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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   (MARK ONE)

    X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 0-28814

                        ASPEN GROUP RESOURCES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   YUKON, CANADA                       98-0164357
           (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER
           INCORPORATION OR ORGANIZATION)          IDENTIFICATION NO.)

                              3300 BANK ONE CENTER
                               100 NORTH BROADWAY
                          OKLAHOMA CITY, OKLAHOMA 73102
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         TELEPHONE NUMBER (405) 606-8500
              (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 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  requirements  for  the  past  90  days.

     Yes     X          No
             -              -

     As  of  January  26,  2001 there were 19,053,827 shares of the Registrant's
Common  Stock  outstanding.

--------------------------------------------------------------------------------


<PAGE>
                       ASPEN GROUP  RESOURCES CORPORATION

                                      INDEX



               PART I.  FINANCIAL INFORMATION                           Page No.

Item  1.  Condensed Consolidated Financial Statements:

          Condensed Consolidated Balance Sheet as of
          December  31,  2000  (unaudited)                                     3

          Condensed  Consolidated  Statements  of
          Operations for three and six months ended
          December 31, 2000 and 1999 (unaudited)                               4

          Condensed Consolidated Statements of Cash Flows
          for the six months ended December 31, 2000 and 1999
          (unaudited)                                                          5

          Notes to Condensed Consolidated (unaudited)
          Financial  Statements                                                6


Item  2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations                        6


               PART  11.   OTHER  INFORMATION

Item  1.  Legal  Proceedings                                                   7

Item  5.  Other  Information                                                   7

Signatures                                                                     8


                                       -2-
<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL  INFORMATION

     ITEM  1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        ASPEN GROUP RESOURCES CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                December 31, 2000
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

                                     ASSETS
CURRENT ASSETS:
<S>                                                          <C>
     Cash                                                    $     67,745
     Accounts receivable                                        3,510,049
     Materials and supplies inventory                              76,856
                                                             -------------
Total Current Assets                                            3,654,650

PROVED OIL and GAS PROPERTIES (full cost method)
     Net of accumulated depletion of $2,737,616                44,642,846
OFFICE FURNITURE and EQUIPMENT
     Net of accumulated depreciation of $120,557                  390,695
OTHER ASSETS                                                        8,880
                                                             -------------
Total Assets                                                 $ 48,697,071
                                                             =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                        $  1,175,384
     Accrued expenses                                             211,707
     Accrued interest                                             150,593
     Notes payable and current maturities of long-term debt     5,120,000
                                                             -------------
Total Current Liabilities                                       6,657,684
                                                             -------------
LONG-TERM DEBT, LESS CURRENT MATURITIES                         9,314,060


STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, authorized-unlimited,
     none issued                                                        -
Common Stock, no par value, authorized-unlimited,
     19,053,827 issued                                         45,665,595
Less subscriptions for 122,535 shares                            (214,436)
Warrants and beneficial conversion feature                        823,695
Accumulated  Deficit                                          (13,549,527)
                                                             -------------
Total Stockholders' Equity                                     32,725,327
                                                             -------------
Total Liabilities and Stockholders' Equity                   $ 48,697,071
                                                             =============
</TABLE>


See  accompanying  notes  to  these  condensed consolidated financial statements


                                       -3-
<PAGE>
<TABLE>
<CAPTION>
                                       ASPEN GROUP RESOURCES CORPORATION

                                      CONDENSED CONSOLIDATED STATEMENTS OF
                                                  OPERATIONS
                                          (Expressed in U.S. Dollars)
                                                  (Unaudited)


                                        Three Months Ended December 31  Six Months Ended December 31
                                               2000          1999           2000           1999
                                          -------------  -------------  -------------  -------------
<S>                                       <C>            <C>            <C>            <C>
REVENUE:
     Oil and gas sales                    $  3,035,493   $    652,417   $  5,223,055   $  1,310,001
     Equipment sales                                 -              -              -         19,913
                                          -------------  -------------  -------------  -------------
          Total Revenue                      3,035,493        652,417      5,223,055      1,329,914
                                          -------------  -------------  -------------  -------------

EXPENSES:
     Oil and gas production                    753,474         91,619      1,344,015        134,820
     Equipment operations                            -              -              -          9,946
     General and administrative                492,054        248,331        911,872        462,711
     Depreciation and depletion                505,498         53,858        975,304        102,925
                                          -------------  -------------  -------------  -------------
          Total Expenses                     1,751,026        393,808      3,231,191        710,402
                                          -------------  -------------  -------------  -------------

INCOME FROM OPERATIONS                       1,284,467        258,609      1,991,864        619,512

Interest and financing expense                (283,363)      (123,527)      (556,670)      (249,083)

                                          -------------  -------------  -------------  -------------
INCOME BEFORE TAXES                          1,001,104        135,082      1,435,194        370,429

INCOME TAXES  None, due to application
            of prior loss)                           -              -              -              -
                                          -------------  -------------  -------------  -------------
NET INCOME
BEFORE MINORITY INTEREST                     1,001,104        135,082      1,435,194        370,429
                                          -------------  -------------  -------------  -------------
MINORITY INTEREST                                    -         80,676              -        249,259
                                          -------------  -------------  -------------  -------------
NET INCOME                                $  1,001,104   $     54,406   $  1,435,194   $    121,170
                                          =============  =============  =============  =============

NET INCOME PER SHARE                      $       0.05   $       0.01   $       0.08   $       0.02
                                          =============  =============  =============  =============

WEIGHTED AVERAGE
 SHARES                                     18,410,962      8,535,933     18,314,385      6,800,074
                                          =============  =============  =============  =============
</TABLE>


See accompanying notes to these condensed consolidated financial statements


                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                                         ASPEN GROUP RESOURCES CORPORATION
                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                            (Expressed in U.S. Dollars)
                                                    (Unaudited)

                                                                                Six months ended December 31,
                                                                                     2000             1999
                                                                                --------------  -------------
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                 $   1,435,194   $    121,170

     Adjustments to reconcile net cash (used) provided by operating activities
     Depreciation and depletion                                                       975,304        102,925

     Minority Interest in earnings of subsidiary                                            -        249,259

     Changes in Operating Assets and Liabilities
          Accounts payable and accrued liabilities                                    588,237       (551,808)
          Materials and supplies inventory                                                449         20,345
          Accounts receivable and other prepaids                                   (1,724,537)      (263,281)
          Other                                                                        62,503         18,291
                                                                                --------------  -------------
     Net cash provided by operating activities                                      1,337,150       (303,099)
                                                                                --------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from sale of Oil & Gas Properties                                  201,583              -
          Oil & Gas Properties Purchased                                           (2,137,953)             -
          Exploration & Development Cost Capitalized                               (1,131,512)      (152,919)
          Additions to office furniture and equipment                                (169,239)       (52,464)
                                                                                --------------  -------------
     Net cash (used) by investing activities                                       (3,237,121)      (205,383)
                                                                                --------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Sale of common stock and exercise of warrants                               238,500        715,250
          Proceeds from Long Term Debt                                              1,918,712        200,000
          Cash obtained in acquisition of
          East Wood Energy Venture, Inc.                                                    -         66,816
          Costs related to sale of stock and notes                                    (33,530)       (39,448)
          Repayment of notes payable                                                 (275,212)      (389,407)
          Retirement of Common Stock                                                 (200,000)             -
                                                                                --------------  -------------
     Net cash provided (used) by financing activities                               1,648,470        553,211
                                                                                --------------  -------------
INCREASE (DECREASE) IN CASH                                                          (251,501)        44,729

CASH - Beginning of period                                                            319,246          9,083
                                                                                --------------  -------------
CASH - End of period                                                            $      67,745   $     53,812
                                                                                ==============  =============
SUPPLEMENTAL INFORMATION
Cash paid for interest                                                          $     283,363   $    249,083
Oil and gas properties acquired with common stock                                   2,220,000      6,773,070
    and special warrants
Acquisition consulting fees paid in stock                                              30,500        367,083
Related party advances and accrued salaries paid in stock                                   -        500,000
</TABLE>

See  accompanying  notes  to  these  condensed consolidated financial statements


                                       -5-
<PAGE>
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

(A)  Nature of Business and Basis of Preparation and Presentation

Aspen  Group  Resources Corporation's (the "Company") primary strategic business
focus  is  to  build value through the development of its existing producing Oil
and  Gas  Properties  by  conducting  an  active  exploitation  program on these
Properties and pursuing the acquisition, development and exploitation of Oil and
Gas  Properties  that  offer  the  potential  for  increased  production  while
continuing  to  aggressively  control  costs.

The  Condensed  Consolidated  Financial  Statements  of  Aspen  Group  Resources
Corporation  and  Subsidiaries  (collectively  "Aspen  Group"  or the "Company")
included  herein  have  been  prepared  by  Aspen  Group without audit.  Certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance with generally accepted accounting principles have been
condensed  or  omitted, since Aspen Group believes that the disclosures included
are  adequate  to make the information presented not misleading.  In the opinion
of  Management,  the  Condensed  Consolidated  Financial  Statements include all
adjustments  consisting  of  normal  recurring  adjustments necessary to present
fairly  the  financial  position, results of operations and cash flows as of the
dates  and  for  the  periods presented.  These Condensed Consolidated Financial
Statements  should  be  read  in  conjunction  with  the  Consolidated Financial
Statements  and  the  notes  thereto included for the fiscal year ended June 30,
2000.

(B)  Earnings  per  Share

Diluted  earnings  per  share for the six month periods ending December 31, 2000
and  1999  are  the  same  as  basic  earnings per share because the exercise of
potentially  dilutive  securities  would  not have a significant effect.  Shares
outstanding  reflect  a  reverse  7:1  split  and is proportioned retroactively.

(C)  Common  Stock

During  the six month period ended December 31, 2000, the Company issued 189,286
shares  of  common  stock  for  $1.26  per  share upon the exercise of warrants,
785,714  shares  of  common  stock  valued  at $2,220,000 for the acquisition of
property  and  23,969  shares  of  common  stock  for  services  rendered.

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
          AND  RESULTS  OF  OPERATIONS

(A)  Results  of  Operations

Three  Months  Fiscal  2001  and  Three  Months  Fiscal  2000

     During  the  three  months  ended December 31, 2000, Aspen Group earned net
income  of $ 1,001,104 which compares to net income of $54,406 during the second
three  months  of fiscal 2000. The increase in earnings is a result of increased
product  prices  as  well  as  additional property acquisitions and development.

     Oil  and  gas  sales  increased to $3,035,493 during the three months ended
December  31,  2000,  an increase of $ 2,383,076 or 365%, compared to last year.
This increase reflects the results of oil and gas properties acquired during the
last  year.  The  Properties which are located in Alabama, Arkansas, California,
Louisiana,  Michigan,  Mississippi,  Montana,  New  Mexico,  Oklahoma, Texas and
Wyoming  represent  additional  interests  in  1,050  Producing  Oil  and  Gas
Properties,  making the total Properties currently owned of approximately 1,450.

     General and Administrative expenses increased approximately 98% to $492,054
during  the  three  months  ended  December 31, 2000.  The increase reflects the
expansion  of  staff  related to the operation of the newly acquired Oil and Gas
Properties.

Six  Months  Fiscal  2001  and  Six  Months  Fiscal  2000

     During  the  six  months  ended  December  31, 2000, Aspen Group earned net
income  of  $1,435,194 which compares to net income of $121,170 during the first
six  months  of  fiscal  2000. The increase in earnings is a result of increased
product  prices  as  well  as  additional property acquisitions and development.


                                       -6-
<PAGE>
     Oil  and  gas  sales  increased  to  $5,223,055 during the six months ended
December  31,  2000, an increase of  $ 3,913,054 or 299%, compared to last year.
This increase reflects the results of oil and gas properties acquired during the
last  year.  The  Properties which are located in Alabama, Arkansas, California,
Louisiana,  Michigan,  Mississippi,  Montana,  New  Mexico,  Oklahoma, Texas and
Wyoming  represent  additional  interests  in  1,050  Producing  Oil  and  Gas
Properties,  making the total Properties currently owned of approximately 1,450.

     General and Administrative expenses increased approximately 97% to $911,872
during  the  six  months  ended  December  31,  2000.  The increase reflects the
expansion  of  staff  related to the operation of the newly acquired Oil and Gas
Properties.


Liquidity  and  Capital  Resources

     As  of  December  31,  2000,  Aspen  Group  Resources has a working capital
deficit  of  $  3,003,034  calculated  by  subtracting  current liabilities of $
6,657,684  from  current assets of $ 3,654,650. Aspen Group Resources intends to
finance  its  development  activities with the proceeds from private placements,
exercise  of warrants and traditional bank debt.  No assurance can be given that
the  Company  will  be  successful  in  these  efforts.



PART  II.  OTHER  INFORMATION

Item 1.  Legal  Proceedings

     As  of  the  date  of  this  filing, there are no legal proceedings pending
against  Aspen  Group  Resources,  that  in  Management's  opinion  would have a
material  adverse  effect  on  the  Company's  Financial  position.


Item 2.  Changes  In  Securities  and  Use  of  Proceeds

     On  December  20,  2000,  Stockholders  approved a 7:1 reverse stock split.
Holders  of  Aspen Group common stock will receive one new share for every seven
shares  previously  held.

     During  the  three  months  ended  December 31,2000, Aspen Group issued the
following  shares  that  were  not  registered  under  the  Securities  Act:
          785,714  shares valued a $2,220,000 in connection with the Acquisition
          of Oil & Gas Properties,
          23,969 shares valued at $30,500 as consideration for services, and
          189,286 shares upon exercise of warrants priced at $1.26 per share
These  issuances  of  securities  were  made in reliance on Section 4 (2) of the
Securities  Act.  The Company determined that the purchasers of these securities
were sophisticated investors who had the financial ability to assume the risk of
their  total  investment,  acquired the securities for their own account and not
with  a  view  to  any  distribution  to  the  public.


Item  5.  Other  Information

Safe Harbor Statement under the Private Securities Litigation Reform
Act  of  1995:

     Certain  statements in this filing, and elsewhere (such as in other filings
by  Aspen  Group Resources with the Commission, press releases, presentations by
Aspen  Group  Resources  or  its  management  and  oral  statements)  constitute
"forward-looking  statements"  within  the  meaning  of  the  Private Securities
Litigation  Reform  Act  of 1995.  Such forward-looking statements involve known
and  unknown  risks,  uncertainties and other factors which may cause the actual
results,  performance  or achievements of Aspen Group Resources to be materially
different  from  any  future  results,  performance or achievements expressed or
implied  by  such forward-looking statements.  Such factors include, among other
things,  (i)  significant  variability  in  Aspen Group's quarterly revenues and
results  of operations as a result of variations in the Aspen Group's production
in a particular quarter while a significant percentage of its operating expenses
are  fixed  in advance,  (ii) changes in the prices of oil and gas,  (iii) Aspen
Group's  ability to obtain capital and (iv) other risk factors commonly faced by
small  oil  and  gas  companies.


                                       -7-
<PAGE>
SIGNATURES

     Pursuant  to  the  requirement  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.

Dated:  February 2, 2001


               ASPEN GROUP RESOURCES CORPORATION
               (Registrant)


               /s/  Jack  E.  Wheeler
               Jack  E.  Wheeler
               Chief Executive Officer


                                       -8-
<PAGE>