SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


                                Form 10-QSB


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES AND EXCHANGE ACT OF 1934


    For Quarter Ended                  Commission File Number
    January 31, 1996                           1-7965


                             CASPEN OIL, INC.
          (Exact name of registrant as specified in its charter)


         Nevada                              75-1325831
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)


                        777 S. Wadsworth Boulevard
                           Irongate 3, Suite 201
                            Lakewood, CO  80226
                 (Address or principal executive offices)

                              (303) 987-0925

           (Registrant's telephone number, including area code)


(Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.


       Yes    X                                        No        

As of January 31, 1996, the Registrant had 18,092,200 shares of
Common Stock outstanding.

Transitional Small Business Disclosure Format: Yes    ;  No    X  





CASPEN OIL, INC.
AND SUBSIDIARIES

Part II.  Other Information


                                                                  
             

Item 4. Submission of Matters to a Vote of Security Holders

   None


Item 6. Exhibits and Reports on Form 8-K


(a)     Exhibits - none

(b)     Reports on Form 8-K:

   A report dated February 13, 1996, was filed reporting
information under Item
   4 - Changes in Registrant's Certifying Accountant.




                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                      CASPEN OIL, INC.




March 18, 1996                             By:                    
                
    
                                          Gary N. Davis,
Treasurer