SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

Caspen Oil, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:

- --------------------------------------------------------------------------------
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CASPEN OIL, INC.

IRONGATE 3, SUITE 201
777 S. WADSWORTH BOULEVARD
LAKEWOOD, COLORADO 80226

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 26, 1996

To the Stockholders of Caspen Oil, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Caspen Oil, Inc. ("Caspen" or the "Company") will be held in the Wadsworth Room
at the Holiday Inn - Lakewood, 7390 W. Hampden Avenue, Lakewood, Colorado 80227
on the 26th day of March, 1996, at 11:00 a.m. (local time) for the following
purposes:

1. To elect one (1) director to hold office until the expiration
of his term or until his successor has been duly elected and
has qualified; and

2. To transact any and all other business that may properly come
before the Annual Meeting or any adjournment(s) thereof.

The Board of Directors has fixed the close of business on February 9,
1996, as the record date (the "Record Date") for determination of stockholders
entitled to receive notice of, and to vote at, such meeting or any
adjournment(s) thereof. Only stockholders of record at the close of business
on the Record Date are entitled to receive notice of and to vote at the Annual
Meeting. The stock transfer books will not be closed.

You are cordially invited to attend the meeting; HOWEVER, WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED PROMPTLY TO SIGN,
DATE AND MAIL THE ENCLOSED FORM OF PROXY SO THAT YOUR SHARES OF STOCK WILL BE
REPRESENTED AND VOTED AT THE SPECIAL MEETING. Your proxy will be returned to
you if you are present at the meeting and should request its return.

By Order of the Board of Directors

Kimberley J. Love
Secretary

February 26, 1996

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CASPEN OIL, INC.

IRONGATE 3, SUITE 201
777 S. WADSWORTH BOULEVARD
LAKEWOOD, COLORADO 80226

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 26, 1996

SOLICITATION AND REVOCABILITY OF PROXIES

The accompanying proxy is solicited by the Board of Directors of
Caspen Oil, Inc. ("Caspen" or the "Company"), to be voted at the Annual Meeting
of Stockholders of Caspen to be held on March 26, 1996 (the "Annual Meeting"),
at the time and place, and for the purposes, set forth in the accompanying
Notice of Annual Meeting of Stockholders, and at any adjournment(s) of that
meeting. When proxies in the accompanying form are properly executed and
received, the shares represented thereby will be voted at the Annual Meeting in
accordance with the directions noted thereon; if no directions are indicated,
the shares will be voted FOR the election of the director nominated in this
Proxy Statement and in the discretion of the persons appointed as Proxies in
the accompanying Form of Proxy with respect to any other matter that is
properly brought before the meeting.

Each stockholder of Caspen has the unconditional right to revoke the
proxy at any time prior to its exercise, either in person at the Annual Meeting
or by written notice to Caspen addressed as follows: Secretary, Caspen Oil,
Inc., Irongate 3, Suite 201, 777 S. Wadsworth Boulevard, Lakewood, Colorado
80226. No revocation by written notice shall be effective unless such notice
has been received by the Secretary of Caspen prior to the day of the Annual
Meeting or by the inspector of elections at the Annual Meeting.

The principal executive offices of Caspen are located at Irongate 3,
Suite 201, 777 Wadsworth Boulevard, Lakewood, Colorado 80226. This Proxy
Statement and the accompanying Notice of Annual Meeting of Stockholders are
being mailed to Caspen's stockholders on or about February 26, 1996.

In addition to the solicitation of proxies by use of this Proxy
Statement, directors, officers, and regular employees of Caspen may solicit the
return of proxies either by mail, personal interview, telephone, or telegraph.
Officers and employees of Caspen will not be compensated additionally for their
solicitation efforts, but they will be reimbursed for any out-of-pocket
expenses incurred. Brokerage houses and other custodians, nominees, and
fiduciaries will be requested, in connection with the stock registered in their
names, to forward solicitation materials to the beneficial owners of such
stock.

All costs of preparing, printing, assembling, and mailing the Notice
of Annual Meeting of Stockholders, this Proxy Statement, the enclosed Form of
Proxy, and any additional materials, as well as the cost of forwarding
solicitation materials to the beneficial owners of stock and all other costs of
solicitation, will be borne by Caspen.

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PURPOSES OF THE MEETING

At the Annual Meeting, Caspen's stockholders will be asked to consider
and act upon the following matters:

1. To elect one (1) director to hold office until the expiration
of his term or until his successor has been duly elected and
has qualified; and

2. To transact any and all other business that may properly come
before the Annual Meeting or any adjournment(s) thereof.

QUORUM AND VOTING

The identity of stockholders entitled to receive notice of and to vote
at the Annual Meeting, and the number of votes allocated to each stockholder,
was determined as of the close of business on February 9, 1996 (the "Record
Date"). On the Record Date, the Company had issued and outstanding 18,092,222
shares of common stock, par value $.01 per share (the "Common Shares"), 600,000
shares of its $1.80 Cumulative Convertible Preferred Stock, par value $1.00 per
share (the "Series A Shares"), 300,000 shares of its Series C Preferred Stock,
par value $1.00 per share (the "Series C Shares") and 125,000 shares of its
Series E Preferred Stock, par value $1.00 per share (the "Series E Shares").

Each stockholder of record of the Common Shares, Series A Shares,
Series C Shares and Series E Shares will be entitled to one vote per share on
each matter that is called to vote at the Annual Meeting. All shares will vote
as a single class on each matter called to a vote.

The Articles of Incorporation of the Company do not provide for
cumulative voting rights.

The presence, in person or by proxy, of holders of the majority of the
issued and outstanding shares of the Common Shares, the Series A Shares, the
Series C Shares and the Series E Shares is necessary to constitute a quorum at
the Annual Meeting. Proxies that are returned but are marked to abstain from
voting on any matter will be counted as present for purposes of determining a
quorum. Assuming the presence of a quorum, the affirmative vote of the holders
of a majority of the Common Shares, the Series A Shares, the Series C Shares
and the Series E Shares represented at the Annual Meeting (and voting as a
single class) is required for the election of the director nominee.
Abstentions and proxies directing that the shares are not to be voted will not
be counted as a vote in favor of a matter called for a vote.

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5
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT

The following table provides information regarding the beneficial
ownership of the Common Shares, the Series A Shares, the Series C Shares and
the Series E Shares as of the Record Date by (i) each person known to Caspen to
be the beneficial owner of more than 5% of any class of the voting securities
of Caspen; (ii) each director and nominee for director of Caspen; (iii) each
executive officer named in the Summary Compensation Table presented below under
the heading "Executive Compensation"; and (iv) all directors, the nominee for
director and all executive officers of Caspen as a group.

AMOUNT PERCENT PERCENT
BENEFICIALLY OF OF ALL
BENEFICIAL OWNER TITLE OF CLASS OWNED* CLASS CLASSES
---------------- -------------- ------------ ----- -------

Mcorp Management . . . . . . . . . Series A Shares 74,400(1) 12.4% **
P. O. Box 655415
Dallas, Texas 75265

Bradley Resources Co. . . . . . . Series A Shares 38,000(2) 6.3% **
P. O. Box 292
Wellsville, New York 14895

Churchill U.S.A., Inc. . . . . . . Series C Shares 300,000 100.0% 1.6%
Irongate 3, Suite 200
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226

Anthony J. Carroll . . . . . . . . Common Shares 2,438,500(3) 13.3% 12.6%
Irongate 3, Suite 201
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
Trans Energy, Inc. . . . . . . . . Common Shares 4,522,308(4) 25.0% 23.7%
Irongate 3, Suite 201 Series A Shares 207,694 34.6% 1.1%
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226

Wendy A. Cribari . . . . . . . . . Common Shares 5,022,340(5) 27.8% 26.3%
Irongate 3, Suite 200 Series C Shares 300,000(5) 100.0% 1.6%
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226

FAI Insurance Group . . . . . . . . Series E Shares 125,000 100.0% **
14th Floor
77 Pacific Highway
N. Sydney, Australia NSW 2060

John J. Crawford . . . . . . . . . Common Shares -0- ** **

Gary N. Davis . . . . . . . . . . Common Shares 280,000(6) 1.5% 1.4%
Kimberley J. Love . . . . . . . . Common Shares -0- ** **

Directors and Officers
as a Group (4 Persons . . . . . Common Shares 2,718,500(7) 14.6% 13.9%

- ---------------
* Unless otherwise indicated in the footnotes below, each person has sole
voting and dispositive power over the shares indicated.

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** Represents less than one percent.

(1) The Schedule 13D, dated November 6, 1983 and filed with the Company by
The Equitable Company of Texas (predecessor to Mcorp Management),
indicated that The Equitable Company of Texas has sole voting and
investment power with respect to such shares.

(2) The Schedule 13D, dated January 30, 1990, and filed with the Company
by Bradley Resources Company, indicated that Bradley Resources Company
is a New York general partnership of which George W. Holbrook, Jr. and
James R. McGoogan are the general partners and share the voting and
dispositive power with respect to such shares.

(3) Includes 220,000 Common Shares issuable pursuant to the exercise of
stock options that are exercisable within 60 days of the Record Date.

(4) The entirety of these shares is held under a Voting Trust Agreement
with Wendy A. Cribari, President of Churchill U.S.A., Inc. ("CUSA")
and President, Treasurer and Director of Trans Energy, Inc. Ms.
Cribari serves as Trustee with sole voting and dispositive power over
Trans Energy's shares. The terms of the Voting Trust Agreement run
until December 31, 2002.

(5) Ms. Cribari holds sole voting and dispositive power over 4,522,308
shares pursuant to a Voting Trust Agreement with Trans Energy, Inc.
See footnote (4) above. As President of CUSA, Ms. Cribari shares
voting and dispositive control over the Series C Shares held of record
by CUSA. Ms. Cribari owns 500,032 shares individually.

(6) Includes 280,000 Common Shares issuable pursuant to the exercise of
stock options that are exercisable within 60 days of the Record Date.

(7) Includes 500,000 Common Shares issuable pursuant to the exercise of
stock options that are exercisable within 60 days of the Record Date.
See footnotes (3) and (6) above.

DIRECTORS AND EXECUTIVE OFFICERS

The Articles of Incorporation of Caspen provide for a Board consisting
of not fewer than three (3) and not more than fifteen (15) members. The number
of directors may be determined by resolution of the Board at any meeting;
presently, the Board has set the number of directors at four (4). In addition,
the Bylaws of Caspen provide for division of the Board into four (4) classes
and require that the number of directors within each distinct class must be as
close to equal as possible. At the present time, the Board is comprised of
four classes of directors with one director in each of the four classes. The
term of office for one class of directors expires each year, with the term of
the fourth class of directors expiring at the Annual Meeting.

Unless otherwise directed in the enclosed Form of Proxy, the persons
appointed in the Form of Proxy intend to nominate and vote the shares
represented by such Proxy FOR the election of the following nominee for the
office of director of Caspen, to serve as a director of the fourth class for
four (4) years or until his successor shall have been duly elected and
qualified:

PRESENT SERVED AS YEAR TERM
POSITION DIRECTOR AS DIRECTOR
NOMINEE AGE WITH CASPEN SINCE TO EXPIRE
------- --- ----------- ----- ---------

John J. Crawford . . . . . . . . . . . 48 Director 1991 1999

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Although management does not contemplate that the above-named nominee
will refuse or be unable to accept or serve as a director of Caspen, the
persons appointed in the enclosed Form of Proxy intend, if the nominee becomes
unavailable, to vote the shares represented by the Proxy FOR the election of
such other person as may be nominated or designated by the Company's
management, unless they are directed by the Form of Proxy to do otherwise.

The following information is provided with respect to directors of the
classes who will continue to serve as directors of Caspen until the expiration
of their terms on the dates indicated:

PRESENT SERVED AS YEAR TERM
POSITION DIRECTOR AS DIRECTOR
DIRECTOR AGE WITH CASPEN SINCE TO EXPIRE
-------- --- ----------- ----- ---------

FIRST CLASS

Anthony J. Carroll . . 59 Chairman of the Board, 1990 1996
President and Chief
Executive Officer

SECOND CLASS

Gary N. Davis . . . . . 43 Chief Financial Officer 1990 1997
and Director
THIRD CLASS

Kimberley J. Love . . . 37 Secretary and Director 1990 1998

The following is a brief account of the business experience, during
the past five years, of each director, each nominee for director and each
executive officer of the Company. Each of the persons identified below is a
citizen of the United States who has a business address at the Company.

Anthony J. Carroll has been Chairman of the Board, President and Chief
Executive Officer of Caspen since June 1990.

Gary N. Davis has been Chief Financial Officer of Caspen since July
1990 and a director of Caspen since June 1990.

Kimberley J. Love has been Secretary and a director of Caspen since
July 1990. Since May 1989, Mrs. Love has served as President of KTP Energy,
Inc. ("KTP"), a subsidiary of CUSA, which holds the oil and gas assets of
Churchill Technology Inc., a publicly traded company. Mrs. Love has also
served as Treasurer of KTP since January 1987. In April 1993, Mrs. Love was
elected President of Churchill Energy, Inc., a subsidiary of CUSA.

John J. Crawford has been a director of Caspen since January 1991.
Since 1993, Mr. Crawford has served as a grant writer and grant administrator
for the Denver Public Schools. Since June 1984, Mr. Crawford has been a
financial consultant to both public and private companies in the Denver area.

Other than Kimberley J. Love, Secretary of the Company, who is the
daughter of Anthony J. Carroll, Chairman of the Board, President and Chief
Executive Officer of the Company, no family relationships exist between any of
the executive officers and directors of the Company.

The Board of Caspen has a standing audit committee on which Kimberley
J. Love and John J. Crawford currently sit. The duties of the audit committee
include making recommendations to the Board

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concerning the hiring and dismissal of Caspen's independent auditors; reviewing
the completed audit with the independent auditors and in connection with that
review, addressing any issues regarding the conduct of the audit, accounting
adjustments, recommendations for improving internal controls and any other
significant findings during the audit; meeting periodically with management to
discuss accounting and financial controls; and initiating and supervising any
special investigations deemed necessary. During the 1995 fiscal year, the
audit committee held one (1) meeting.

The Board of Caspen currently does not have a standing nominating,
compensation or similar committee. Pursuant to the Company's Bylaws, notice of
a stockholder's intent to make a nomination for the Board must be received by
the Secretary of the Company at least ninety (90) days before the annual
meeting of stockholders or within seven (7) days following the date on which
notice of a special meeting of stockholders is first given to stockholders; in
addition, the notice must contain certain specified information.

During the 1995 fiscal year, the Board held one annual meeting and six
(6) other meetings. On four (4) other occasions the Board took action by
unanimous written consent of its members. Each of the members of the Board
participated in at least seventy-five percent (75%) of the aggregate number of
meetings (including unanimous consents ) of the Board and all committees of the
Board on which the director served during the 1995 fiscal year.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides information for fiscal 1995 concerning
the total compensation paid by Caspen and its wholly-owned subsidiary, Summit
Overseas Exploration, Inc. ("Summit"), to Anthony J. Carroll as Chairman of the
Board, President and Chief Executive Officer of the Company, who is the only
executive officer of the Company whose annual compensation exceeded $100,000 in
fiscal 1995.

ANNUAL LONG-TERM COMPENSATION
COMPENSATION AWARDS
------------------------------- -----------------------------

YEAR RESTRICTED
ENDED STOCK OPTIONS/ ALL OTHER
NAME JULY 31, SALARY BONUS OTHER AWARDS SARS (#) COMPENSATION
------------------------ -------- ------ ----- ----- ------ -------- ------------

Anthony J. Carroll 1995 $144,000 $ -- $ -- $ -- $ -- $6,386(1)
Chairman of the Board, 1994 $144,000 $ -- $ -- $ -- $ -- $4,856(1)
President and Chief 1993 $144,000 $ -- $ -- $ -- $ -- $4,300(1)
Executive Officer

- ---------------
(1) Reflects the premiums paid by the Company for a life insurance policy
with respect to Mr. Carroll, the beneficiary of which is Mr. Carroll's
estate.

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AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES

The following table provides information with respect to Anthony J.
Carroll concerning options exercised during the fiscal year ended July 31,
1995, and unexercised options held as of July 31, 1995.

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)

SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------------ ------------- -------------

Anthony J. Carroll 0 0 220,000/0 0/0

EMPLOYMENT AGREEMENTS

Effective January 4, 1994, Mr. Carroll entered into an employment
agreement with Summit, which operates the oil and gas activities of the
Company, generally providing the following terms: (1) an initial term of 24
months; (2) continued employment as President and Chairman of the Board during
that time at an annual salary of $144,000; (3) the sole discretion of Mr.
Carroll to elect at any time during the initial term to terminate the initial
term of the agreement and to enter into an extension term with the Company for
24 months after such election, during which Mr. Carroll would be employed as
President of Summit Energy, (U.K.) Ltd., with primary responsibility for
managing and directing all of the interests and activities of the Company in
the North Sea and the United Kingdom; (4) an annual salary during the extension
term of $125,000, which would be deemed earned on the first day of the
extension term, but would be paid in equal monthly installments; (5) the
permissible termination of the agreement by the Company in the case of
disability of Mr. Carroll (upon 180 days notice), or upon Mr. Carroll's
repeated and willful failure in bad faith to discharge the duties assigned to
him that are materially detrimental to the business and affairs of the Company;
and (6) if the Company terminates the President for such failure, the Company
will continue to pay Mr. Carroll a salary of $125,000 per annum and provide
certain other benefits (including the use of an office and an automobile, and
payment for an executive assistant) for the remainder of the agreement's term.
On December 1, 1995, the Board of Directors of Summit approved the extension of
the expiration date of the employment agreement until May 1, 1997. Effective
July 1, 1995, Mr. Carroll voluntarily deferred $5,000 per month of his salary.
This action does not affect the Company's contractual obligation relative to
Mr. Carroll's employment agreement.

COMPENSATION OF DIRECTORS

Outside directors of the Company have historically been paid the sum
of $600 cash for their attendance at each meeting of the Board of Caspen.
Under the Company's Stock Bonus Plan (the "Bonus Plan"), directors entitled to
receive cash compensation for attendance at meetings of the Board may elect to
receive instead Common Shares as remuneration. If, as allowed under the terms
of the Bonus Plan, a director elects to receive Common Shares in lieu of cash,
the recipient director would receive the number of Common Shares having a value
equal to the cash fees to which he would otherwise be entitled.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective March 31, 1994, Summit entered into a Service and Operations
Agreement (the "Service Agreement") with CUSA. The initial term of the Service
Agreement expired on July 31, 1995, at which time the Service Agreement was
automatically renewed for an additional one-year term and may be automatically
renewed for one additional one-year term. Under the terms of the Service
Agreement, CUSA is to provide financial and operational management and general
corporate legal services to the Company. CUSA also provides the personnel and
office space necessary for the operations of the Company. The Service
Agreement with CUSA provides for the payment to CUSA of its actual costs plus
ten percent (revised to five percent effective June, 1995), (the "Costs"). In
the event that the Costs exceed the computed average of the preceding three
months' amount, the Company will not be obligated to pay such excess. Any
costs in excess of the computed average of the preceding three months' amount
will be borne by CUSA. The Company believes that the amounts payable to CUSA
pursuant to the Service Agreement are less than what the Company would be
required to pay an independent third party to provide such services.

CUSA owns 100% of the outstanding capital stock of Trans Energy, Inc.,
which is a principal stockholder of the Company. Kimberley J. Love, Secretary
and Director of the Company, serves as an executive officer in two subsidiaries
of CUSA. See "Directors and Executive Officers."

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Mitchell Finley & Co., P.C. served as the Company's independent public
accountants during fiscal 1995 and will continue to serve as the Company's
independent public accountants during fiscal 1996. It is expected that
representatives of Mitchell, Finley & Co., P.C. will be present at the Annual
Meeting, that such representatives will have a chance to make a statement if
they so desire and that such representatives will be available to respond to
appropriate questions. Mitchell Finley & Co., P.C. recently combined with BDO
Seidman, LLP and henceforth will be known as BDO Seidman, LLP.

OTHER BUSINESS

Management knows of no business other than that previously disclosed
that will be brought before the meeting. If, however, any other matters are
properly presented, it is the intention of the persons named in the
accompanying Form of Proxy (if authorized to do so by the Proxy) to vote the
shares as they deem advisable.

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PROPOSALS OF STOCKHOLDERS

All proposals by stockholders intended to be present at the next
Annual Meeting of Stockholders of Caspen must be received by Caspen at its
principal executive offices on or before October 26, 1996 for inclusion in
Caspen's proxy statement relating to that meeting.

ANNUAL REPORT

The Company's Annual Report on Form 10-K for the year ended July 31,
1995 is being mailed to stockholders with this Proxy Statement as the Annual
Report to Stockholders. The Annual Report is not to be regarded as proxy
soliciting material.

By Order of the Board of Directors

Kimberley J. Love, Secretary

February 26, 1996
Lakewood, Colorado

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12
Common Shares

CASPEN OIL, INC.
IRONGATE 3, SUITE 201
777 S. WADSWORTH BOULEVARD
LAKEWOOD, COLORADO 80226

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis and W. Alan
Kailer, and each of them, as proxies, with the power to appoint his substitute,
and hereby authorizes each of them to represent and vote, as designated below,
all of the Common Shares, par value $.01 per share, of Caspen Oil, Inc. (the
"Company") held of record by the undersigned at the close of business on
February 9, 1996 (the "Record Date"), at the Annual Meeting of Stockholders to
be held on March 26, 1996, or any adjournment(s) thereof.

1. PROPOSAL TO ELECT AS DIRECTOR OF THE COMPANY THE FOLLOWING PERSON, TO HOLD
OFFICE UNTIL THE EXPIRATION OF HIS TERM (AS SET FORTH OPPOSITE HIS NAME),
OR UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND HAS QUALIFIED.

[ ] FOR the nominee listed below.

[ ] WITHHOLD AUTHORITY to vote for nominee listed below.
NOMINEE AND YEAR TERM TO EXPIRE
John J. Crawford 1999

FOR AGAINST ABSTAIN

2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE [ ] [ ] [ ]
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

(PLEASE SIGN ON OTHER SIDE)

(CONTINUED FROM FRONT)

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEE IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF
THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE
THE MEETING.

Dated: ________________________________, 1996

______________________________________________
Signature

______________________________________________
Signature if Held Jointly

Please execute this Proxy as your name
appears hereon. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title
as such. If a corporation, please sign in
full corporate name by the president or other
authorized officer. PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.

13
SERIES A PREFERRED SHARES

CASPEN OIL, INC.
IRONGATE 3, SUITE 201
777 S. WADSWORTH BOULEVARD
LAKEWOOD, COLORADO 80226

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis and W. Alan
Kailer, and each of them, as proxies, with the power to appoint his substitute,
and hereby authorizes each of them to represent and vote, as designated below,
all of the $1.80 Cumulative Convertible Preferred Shares, par value $1.00 per
share, of Caspen Oil, Inc. (the "Company") held of record by the undersigned at
the close of business on February 9, 1996 (the "Record Date"), at the Annual
Meeting of Stockholders to be held on March 26, 1996, or any adjournment(s)
thereof.

[ ] FOR the nominee listed below.

[ ] WITHHOLD AUTHORITY to vote for nominee listed below.
NOMINEE AND YEAR TERM TO EXPIRE
John J. Crawford 1999

FOR AGAINST ABSTAIN

2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE [ ] [ ] [ ]
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

(PLEASE SIGN ON OTHER SIDE)

(CONTINUED FROM FRONT)

Dated: ____________________________, 1996

__________________________________________
Signature

__________________________________________
Signature if Held Jointly

Please execute this Proxy as your name
appears hereon. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by the president or other
authorized officer. PLEASE MARK, SIGN,
DATE AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.