FORM 10-Q-SB

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549

MARK ONE
             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003
                                               ------------------

                                       OR

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

               For the transition period from ________ to ________

                          Commission File Number 0-9494

                          ASPEN EXPLORATION CORPORATION
                 -----------------------------------------------
                (Exact Name of Aspen as Specified in its Charter)

              Delaware                                     84-0811316
     (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                        Identification No.)

     Suite 208, 2050 S. Oneida St.,
                Denver, Colorado                           80224-2426
     (Address of Principal Executive Offices)              (Zip Code)

                    Issuer's telephone number: (303) 639-9860

Indicate by check mark whether Aspen (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 Aspen was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                              Yes  [ X ]   No  [   ]

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock as of the latest practicable date.

          Class                                 Outstanding at November 12, 2003
          -----                                 --------------------------------
Common stock, $.005 par value                             5,863,828

Transitional small business disclosure format:        Yes     XX     No
                                                ------      ------

<PAGE>
<TABLE>
<CAPTION>


Part One. FINANCIAL INFORMATION

         Item 1.  Financial Statements


                                          ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
                                                 CONSOLIDATED BALANCE SHEETS

                                                           ASSETS

                                                                          September 30,                June 30,
                                                                               2003                     2003
                                                                               ----                     ----
                                                                           (Unaudited)                (Audited)
<S>                                                                        <C>                        <C>
Current Assets:
Cash and cash equivalents, including $495,236 and ..............           $   966,399               $   776,566
$516,365 of invested cash at September 30, 2003 and
June 30, 2003 respectively

Precious metals ................................................                18,823                    18,823

Accounts receivables ...........................................               332,004                   269,259

Receivable, related party ......................................                13,003                     6,302

Prepaid expenses ...............................................                12,706                    22,181
                                                                           -----------               -----------

     Total current assets ......................................             1,342,935                 1,093,131
                                                                           -----------               -----------

Investment in oil and gas properties, at cost
(full cost method of accounting) ...............................             6,905,479                 6,723,579


Less accumulated depletion and valuation allowance .............            (2,797,469)               (2,674,469)
                                                                           -----------               -----------

                                                                             4,108,010                 4,049,110
                                                                           -----------               -----------
Property and equipment, at cost:

Furniture, fixtures and vehicles ...............................               112,562                   112,562

Less accumulated depreciation ..................................               (68,778)                  (64,178)
                                                                           -----------               -----------
                                                                                43,784                    48,384
                                                                           -----------               -----------
     TOTAL ASSETS ..............................................           $ 5,494,729               $ 5,190,625
                                                                           ===========               ===========

                                                 (Statement Continues)
                                    See notes to Consolidated Financial Statements

                                                        2

<PAGE>


                                ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
                                   CONSOLIDATED BALANCE SHEETS (Continued)

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                         September 30,                 June 30,
                                                                             2003                       2003
                                                                             ----                       ----
                                                                          (Unaudited)                 (Audited)
Current liabilities:
Accounts payable and accrued expenses ..........................          $   189,734                $   581,895
Accounts payable - related party ...............................               47,793                     17,685
Advances from joint interest owners ............................              726,781                    150,821
                                                                          -----------                -----------
Total current liabilities ......................................              964,308                    750,401
                                                                          -----------                -----------

Asset retirement obligation ....................................               15,841                     17,841

Deferred income taxes ..........................................              131,350                    131,350
                                                                          -----------                -----------
Total long term liabilities ....................................              147,191                    149,191
                                                                          -----------                -----------

Total liabilities ..............................................            1,111,499                    899,592
                                                                          -----------                -----------
Stockholders' equity:

Common stock, $.005 par value:
    Authorized: 50,000,000 shares
    Issued: At September 30, 2003 5,863,828
    and June 30, 2003: 5,863,828 ...............................               29,320                     29,320

Capital in excess of par value .................................            6,025,797                  6,025,797
Accumulated deficit ............................................           (1,706,703)                (1,756,900)
Deferred compensation ..........................................               (7,184)                    (7,184)
                                                                          -----------                -----------
Total stockholders' equity .....................................            4,383,230                  4,291,033
                                                                          -----------                -----------
Total liabilities and stockholders' equity .....................          $ 5,494,729                $ 5,190,625
                                                                          ===========                ===========

                                       See Notes to Consolidated Financial Statements

                                                            3

<PAGE>


                                     ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (Unaudited)


                                                                                         Three Months Ended
                                                                                           September 30,
                                                                                           -------------
                                                                                            (unaudited)
                                                                                  2003                      2002
                                                                                  ----                      ----
Revenues:
  Oil and gas ..................................................              $   341,926               $   198,431
  Management fees ..............................................                   45,915                    62,729
  Interest and other, net ......................................                      496                     3,736
                                                                              -----------               -----------
Total Revenues .................................................                  388,337                   264,896
                                                                              -----------               -----------
Costs and expenses:
  Oil and gas production .......................................                   39,102                    37,914
  Depreciation, depletion and amortization .....................                  127,600                    85,420
  Selling, general and administrative ..........................                  171,438                   185,800
                                                                              -----------               -----------
Total Costs and Expenses .......................................                  338,140                   309,134
                                                                              -----------               -----------
Income (loss) before taxes .....................................                   50,197                   (44,238)
                                                                              -----------               -----------
Provision for income taxes .....................................                      -0-                       -0-
                                                                              -----------               -----------
Net income (loss) ..............................................              $    50,197               $   (44,238)
                                                                              ===========               ===========
Basic income (loss) per common share ...........................              $       .01               $      (.01)
                                                                              ===========               ===========
Diluted income (loss) per common share .........................              $       .01               $      (.01)
                                                                              ===========               ===========
Basic weighted average number of common shares
outstanding ....................................................                5,863,828                 5,863,828
                                                                              ===========               ===========
Diluted weighted average number of common shares
outstanding ....................................................                5,917,538                 5,863,828
                                                                              ===========               ===========



                                          The accompanying notes are an integral
                                                 part of these statements.

                                                            4

<PAGE>


                                      ASPEN EXPLORATION CORPORATION AND SUBSIDIARY
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)



                                                                                  Three months ended September 30,
                                                                                  2003                       2002
                                                                                  -------------------------------
Cash flows from operating activities:
-------------------------------------

Net income (loss) ...............................................              $    50,197               $   (44,238)

Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:

  Depreciation, depletion & amortization ........................                  127,600                    85,420

Changes in assets and liabilities:

  Decrease (increase) in receivable .............................                  (71,446)                  220,820
  Decrease in prepaid expense ...................................                    9,475                     3,426
  Increase in accounts payable and accrued expense ..............                  213,907                   414,697
                                                                               -----------               -----------
  Net cash provided by operating activities .....................                  329,733                   680,125
                                                                               -----------               -----------

Cash flows from investing activities:
-------------------------------------

  Additions to oil and gas properties ...........................                 (139,900)                 (141,520)
  Proceeds - sale of oil and gas properties .....................                      -0-                    69,422
  Proceeds - sale of idle equipment .............................                      -0-                     1,155
                                                                               -----------               -----------

  Net cash (used) by investing activities .......................                 (139,900)                  (70,943)
                                                                               -----------               -----------

  Net increase in cash and cash equivalents .....................                  189,833                   609,182

  Cash and cash equivalents, beginning of year ..................                  776,566                   916,001
                                                                               -----------               -----------

  Cash and cash equivalents, end of year ........................              $   966,399               $ 1,525,183
                                                                               ===========               ===========



                                              The accompanying notes are an integral
                                                    part of these statements.

                                                              5

</TABLE>


<PAGE>


                          ASPEN EXPLORATION CORPORATION

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

                               September 30, 2003


Note 1       BASIS OF PRESENTATION

          The accompanying financial statements are unaudited. However, in our
          opinion, the accompanying financial statements reflect all
          adjustments, consisting of only normal recurring adjustments,
          necessary for fair presentation. Interim results of operations are not
          necessarily indicative of results for the full year. These financial
          statements should be read in conjunction with our Annual Report on
          Form 10-KSB for the year ended June 30, 2003.

          Except for the historical information contained in this Form 10-QSB,
          this Form contains forward-looking statements that involve risks and
          uncertainties. Our actual results could differ materially from those
          discussed in this Report. Factors that could cause or contribute to
          such differences include, but are not limited to, those discussed in
          this Report and any documents incorporated herein by reference, as
          well as the Annual Report on Form 10-KSB for the year ended June 30,
          2003.


Note 2       ASSET RETIREMENT OBLIGATION

          Effective July 1, 2002, we adopted the provisions of SFAS No. 143,
          "Accounting for Asset Retirement Obligations." SFAS No. 143 generally
          applies to legal obligations associated with the retirement of
          long-lived assets that result from the acquisition, construction,
          development and/or the normal operation of a long-lived asset. SFAS
          No. 143 requires us to recognize an estimated liability for the
          plugging and abandonment of our gas wells. As of June 30, 2003, we
          recognized the future cost to plug and abandon the gas wells over the
          estimated useful lives of the wells in accordance with SFAS No. 143. A
          liability for the fair value of an asset retirement obligation with a
          corresponding increase in the carrying value of the related long-lived
          asset is recorded at the time a well is completed and ready for
          production. We will amortize the amount added to the oil and gas
          properties and recognize accretion expense in connection with the
          discounted liability over the remaining life of the respective well.
          The estimated liability is based on historical experience in plugging
          and abandoning wells, estimated useful lives based on engineering
          studies, external estimates as to the cost to plug and abandon wells
          in the future and federal and state regulatory requirements. The
          liability is a discounted liability using a risk-free rate of 5%.
          Revisions to the liability could occur due to changes in plugging and
          abandonment costs, useful well lives or if federal or state regulators
          enact new regulations on the plugging and abandonment of wells.


                                       6

<PAGE>





Note 2       ASSET RETIREMENT OBLIGATION (CONTINUED)

          A reconciliation of our liability for the year ended September 30,
          2003 is as follows:

         Asset retirement obligations as of
         June 30, 2003                                   $17,841

         Liabilities settled                              (2,000)
         Accretion expense                                   -0-
         Revision of estimate                                -0-
                                                         -------
         Asset retirement obligation as of
         September 30, 2003                              $15,841
                                                         =======


Note 3       EARNINGS PER SHARE

          We follow Statement of Financial Accounting Standards ("SFAS") No.
          128, addressing earnings per share. SFAS No. 128 established the
          methodology of calculating basic earnings per share and diluted
          earnings per share. The calculations differ by adding any instruments
          convertible to common stock (such as stock options, warrants, and
          convertible preferred stock) to weighted average shares outstanding
          when computing diluted earnings per share.

          The following is a reconciliation of the numerators and denominators
          used in the calculations of basic and diluted earnings per share. We
          had a net income of $50,197 for the three months ended September 30,
          2003 and a net loss of $44,238 for the three months ended September
          30, 2002. Because of the net loss for the three months ended September
          30, 2002, the basic and diluted average outstanding shares are
          considered the same, since including the dilutive shares would have an
          antidilutive effect on the loss per share calculation.

                                                        September 30, 2003
                                                        ------------------

                                                                         Per
                                       Net                              Share
                                      Income           Shares           Amount
                                      ------           ------           ------

           Basic earnings per share:

            Net income and
            share amounts            $50,197          5,863,828         $ .01

            Dilutive securities:
            stock options                               776,000

            Repurchased shares                         (722,290)
                                       _________________________________________

            Diluted earnings per share:

            Net income and assumed
            share conversion         $50,197          5,917,538         $ .01
                                     =======          =========         =====

                                       7

<PAGE>



Note 4       SEGMENT INFORMATION

          We operate in one industry segment within the United States, oil and
          gas exploration.

          Identified assets by industry are those assets that are used in our
          operations in that industry. Corporate assets are principally cash,
          cash surrender value of life insurance, furniture, fixtures and
          vehicles.

          We have adopted SFAS No. 131, "Disclosures about Segments of an
          Enterprise and Related Information." SFAS No. 131 requires the
          presentation of descriptive information about reportable segments
          which is consistent with that made available to the management of the
          Company to assess performance.

          Our oil and gas segment derives its revenues from the sale of oil and
          gas and prospect generation and administrative overhead fees charged
          to participants in our oil and gas ventures. Corporate income is
          primarily derived from interest income on funds held in money market
          accounts.

          During the three months ended September 30, 2003 and 2002 there were
          no intersegment revenues. The accounting policies applied by each
          segment are the same as those used by us in general.

          There have been no differences from the last annual report in the
          basis of measuring segment profit or loss. There have been no material
          changes in the amount of assets for any operating segment since the
          last annual report except for the oil and gas segment which
          capitalized approximately $139,900 for the development and acquisition
          of oil and gas properties.

                                       8

<PAGE>


Note 4       SEGMENT INFORMATION (CONTINUED)

          Segment information consists of the following for the three months
          ended September 30:

<TABLE>
<CAPTION>


                                            Oil and Gas       Corporate         Consolidated
                                            -----------       ---------         ------------
         Revenues:

<S>                          <C>            <C>               <C>               <C>
                             2003           $    387,841      $        496      $    388,337
                             2002                261,160             3,736           264,896

         Income (loss) from operations:

                             2003           $    225,739      $   (175,542)     $     50,197
                             2002                142,216          (186,484)          (44,238)

         Identifiable assets:

                             2003           $  4,225,438      $  1,269,291      $  5,494,729
                             2002              3,312,792         1,861,827         5,174,619

         Depreciation, depletion and valuation
         charged to identifiable assets:

                             2003           $ (2,797,469)     $    (68,778)     $ (2,866,247)
                             2002             (2,343,649)          (50,230)       (2,393,879)

         Capital expenditures:

                             2003           $    139,900      $         -0-     $    139,900
                             2002                141,520                -0-          141,520
</TABLE>


Note 5       MAJOR CUSTOMERS

          We derived in excess of 10% of our revenue from various sources (oil
          and gas sales) as follows:

                                                     The Company
                                                     -----------

                                            A            B             C
                                            -            -             -
          Year ended:

           September 30, 2003               29%          53%           -
           September 30, 2002               30%          50%           13%

                                       9

<PAGE>

Note 6       COMMITMENTS AND CONTINGENCIES

          At September 30, 2003 the Company was committed to the following
          drilling and development projects in California:

                  Project                                  Aspen Cost
                  -------                                  ----------

                  Mengali-Durst #22-1                      $  40,000
                  Sac Outing Farms #31-3                      44,000
                  West Grimes 3-D                             80,000
                  Verona Pipeline                             70,000
                                                           ---------
                  Total                                    $ 234,000
                                                           =========


Note 7       INCOME TAXES

          The Company has made no provision for income taxes for the three month
          period ended September 30, 2003 since it utilizes net operating loss
          carryforwards. The Company had approximately $1,796,000 of such
          carryforwards at June 30, 2003.


Note 8       SUBSEQUENT EVENTS

          On October 1, 2003 we commenced drilling operations on the
          Mengali-Durst #22-1, an 8,400 foot exploratory gas well in Colusa
          County, California. Electric logs were run on the Mengali-Durst #22-1
          well. Although there were some good mud log shows (170 units - 445
          units) across the potential Forbes gas sand (8,090 feet to 8,140
          feet), the electric logs indicated that this zone was tight and/or
          wet. The well was plugged and abandoned October 12, 2003 at a total
          estimated cost to us of $40,000.

          On October 17, 2003 we commenced drilling operations on the Sac Outing
          Farms #31-3, a 9,400 foot exploratory gas well in Colusa County,
          California. Electric logs were run on the Sac Outing #31-3 well.
          Although there were some good mud log shows (85 units - 210 units)
          across the potential Forbes gas sand (8,990 feet to 9,046 feet), the
          electric logs indicated that this zone was tight and/or wet. There was
          one 2 foot apparent gas sand at 9,140 feet to 9,142 feet which had 6.5
          ohms of formation resistivity, good permeability, an 85 unit gas show,
          and a decent sonic response. After discussions with the majority of
          the working interest partners, it was determined that the completion
          costs could not be justified by a 2 foot gas sand. The well was
          plugged and abandoned October 27, 2003 at a total estimated cost to us
          of $44,000.


Note 9       NEW ACCOUNTING PRONOUNCEMENTS

          In December 2002, the FASB approved SFAS No. 148, "Accounting for
          Stock-Based Compensation - Transition and Disclosure - an amendment of
          FASB Statement No. 123". SFAS No. 148 amends SFAS No. 123, "Accounting
          for Stock-Based Compensation" to provide alternative methods of
          transition for a voluntary change to the fair value based method of
          accounting for stock-based employee compensation. In addition, SFAS
          No. 148 amends the disclosure requirements of SFAS No. 123 to require

                                       10

<PAGE>


          prominent disclosures in both annual and interim financial statements
          about the method of accounting for stock-based employee compensation
          and the effect of the method used on reported results. SFAS No. 148 is
          effective for financial statements for fiscal years ending after
          December 15, 2002. The Company will continue to account for stock
          based compensation using the methods detailed in the stock-based
          compensation accounting policy.

          In April 2003, the FASB approved SFAS No. 149, "Amendment of Statement
          133 on Derivative Instruments and Hedging Activities". SFAS No. 149 is
          not expected to apply to the Company's current or planned activities.

          In June 2003, the FASB approved SFAS No. 150, "Accounting for Certain
          Financial Instruments with Characteristics of both Liabilities and
          Equity". SFAS No. 150 establishes standards for how an issuer
          classifies and measures certain financial instruments with
          characteristics of both liabilities and equity. This Statement is
          effective for financial instruments entered into or modified after May
          31, 2003, and otherwise is effective at the beginning of the first
          interim period beginning after June 15, 2003. SFAS No. 150 is not
          expected to have an effect on the Company's financial position.

                                       11

<PAGE>


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

     This should be read in conjunction with the management's discussion and
analysis of financial condition and results of operations contained in our
Annual Report on Form 10-KSB for the year ended June 30, 2003, which has been
filed with the Securities and Exchange Commission. This management's discussion
and analysis and other portions of this report contain forward-looking
statements (as such term is defined in Section 21E of the Securities Exchange
Act of 1934, as amended). These statements reflect our current expectations
regarding our possible future results of operations, performance, and
achievements. These forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.

     Wherever possible, we have tried to identify these forward-looking
statements by using words such as "anticipate," "believe," "estimate," "expect,"
"plan," "intend," and similar expressions. These statements reflect our current
beliefs and are based on information currently available to us. Accordingly,
these statements are subject to certain risks, uncertainties, and contingencies,
which could cause our actual results, performance, or achievements to differ
materially from those expressed in, or implied by, such statements. These risks,
uncertainties and contingencies include, without limitation, the factors set
forth in our Form 10-KSB under "Item 6. Management's Discussion and Analysis of
Financial Conditions or Plan of Operation - Factors that may affect future
operating results." We have no obligation to update or revise any such
forward-looking statements that may be made to reflect events or circumstances
after the date of this Form 10-QSB.

Liquidity and Capital Resources
-------------------------------

September 30, 2003 as compared to June 30, 2003
-----------------------------------------------

At September 30, 2003 current assets were $1,342,935 and current liabilities
were $964,308 and we had positive working capital of $378,627 compared to
current assets of $1,093,131 at June 30, 2003 and current liabilities of
$750,401 at June 30, 2003, resulting in working capital at June 30, 2003 of
$342,730. Our working capital increased $35,897 from June 30, 2003 to September
30, 2003 for several reasons.

     Our current assets increased approximately $250,000 because cash and cash
     equivalents increased $189,833 from $776,566 to $966,399. Much of the
     increase was due to an increase in advances paid to us from working
     interest owners for their share of wells to be drilled. We also received
     $56,000 in prospect fees from other working interest owners for the
     Mengali-Durst #22-1 and the Sac Outing #31-3 wells, which were drilled in
     October 2003. Accounts receivable trade increased by $62,745 because of the
     completion of various drilling projects which were in process at year end.
     Prepaid expenses decreased $9,475, or 43%, reflecting a reduction in
     prepaid taxes and the expensing of engineering fees at the end of the
     quarter.

     Our current liabilities increased $213,907 to $964,308 at September 30,
     2003 from $750,401 at June 30, 2003. This increase was due to a number of
     factors including an outstanding payables reduction of approximately
     $392,000 and an increase in advances from joint owners for drilling wells
     in progress of approximately $606,000.

We anticipate that our current assets will be sufficient to pay our current
liabilities as long as our gas production continues to provide us with
sufficient cash flow. As discussed below, this is dependent, in part, on

                                       12

<PAGE>


maintaining or increasing our level of production and the national and world
market maintaining its current prices for our gas production.

Drilling success during the past year added to our cash flow from operations.
These successes have been offset by the decline in production rates from older
wells and a decline in the price received from the sale of our oil products. The
average price received for oil and gas for the quarter ended September 30, 2003
was $23.93 per barrel and $4.82 per MMBTU of gas compared to $25.44 per barrel
and $2.78 per MMBTU of gas at September 30, 2002, a decrease of 6% and increase
of 73% respectively.

Our capital requirements can fluctuate over a twelve month period because our
drilling program is usually carried out in California's dry season, from late
April until November, after which wet weather either precludes further activity
or makes it cost prohibitive. In October 2003 (after the period covered by this
report), we drilled and abandoned two wells at a cost to us of $84,000.

We believe that internally generated funds will be sufficient to finance our
drilling and operating expenses for the next twelve months.

                                       13

<PAGE>


Results of Operations
---------------------

September 30, 2003 Compared to September 30, 2002
-------------------------------------------------

For the three months ended September 30, 2003 our operations continued to be
focused on the production of oil and gas, and the investigation for possible
acquisition of producing oil and gas properties in California.

Oil and gas revenues, which include income from management fees, for the three
months ended September 30, 2003 increased approximately $126,700 from $261,160
to $387,841, a 49% increase. This increase reflects an increase in the prices
received for the sale of gas which was partially offset by a decrease in
production in the Denverton Creek and Malton Black Butte fields as well as the
Kern County oil properties, which were sold on September 1, 2002. Our share of
sales of oil and gas for the three month period ended September 30, 2003 were 48
barrels of oil and approximately 72,800 MMBTU of gas. The average price received
for the quarter ended September 30, 2003 was $23.93 per barrel for oil and $4.82
per MMBTU for gas. This is a decrease in total oil production compared to the
520 barrels of oil produced in the first quarter of fiscal 2002 caused by the
sale of our remaining oil properties on September 1, 2002, and an increase in
natural gas production when compared to the approximately 66,000 MMBTU of gas
when compared to the production achieved during the first quarter of the 2002
fiscal year. Another factor resulting in increased revenues during the first
quarter of fiscal 2003 was an increase in the prices received for our gas
production when compared to the price of $2.78 received for gas during the first
quarter of fiscal 2002.

Oil and gas production costs increased approximately $1,200 from $37,914 to
$39,102. The fairly constant cost reflects the abandonment of non-economic wells
and the addition of new wells during normal operations during the past twelve
months.

Depletion, depreciation and amortization increased approximately $42,000 or 49%
from the previous quarter, which is our best estimate of what the full year cost
will be.

Selling, general and administrative expense decreased approximately 8% from
$185,800 to $171,438 for the quarter ended September 30, 2003. This decrease is
primarily due to a reduction of salary and benefits to officers.

As a result of our operations for the three months ended September 30, 2003, we
ended the quarter with net income of $50,197 compared to net loss of $44,238 for
the corresponding quarter a year earlier. This improvement is due primarily to
an increase in the price received for our gas, which was partially offset by a
decrease in production volumes, as discussed earlier. Effective September 1,
2002 we sold the remaining interest in producing oil wells located in Kern
County, California for approximately $70,000 net to our interest. As of
September 1, 2002 we are producing and selling natural gas with small amounts of
associated condensate sales.

Interest and other income decreased approximately $3,736 to $496 and were
primarily due to a decline in interest rates.

                                       14

<PAGE>



Item 3.      CONTROLS AND PROCEDURES

     As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of
the filing date of this report, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out under the supervision and with the
participation of our principal executive officer (who is also our principal
financial officer), who concluded that our disclosure controls and procedures
are effective. There have been no significant changes in our internal controls
or in other factors, which could significantly affect internal controls
subsequent to the date we carried out our evaluation.

     Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.



PART II

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

     31.      Rule 13a-14(a) Certification
     32.      Section 1350 Certification

(b)      Reports on Form 8-K

         During the period covered by this report and subsequently, we filed one
         report on Form 8-K as follows:

         Date: 9/30/2003   Item reported: Item 5, "Other Events and Regulation
         FD Disclosure.
         No financial statements were filed with this Form 8-K.

     In accordance with the requirements of the Securities Exchange Act of 1934,
we have duly caused this report to be signed on our behalf by the undersigned,
thereunto duly authorized.

                                          ASPEN EXPLORATION CORPORATION



                                          /s/  Robert A. Cohan
                                          --------------------------------------
                                          By:  Robert A. Cohan,
November 12, 2003                              Chief Executive Officer,
                                               Principal Financial Officer

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