UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                    
                               FORM-12b-25
                                    
                       NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
                   [ ] Form 10-QSB  [ ] Form N-SAR 

              For Period Ended: July 31, 1997
              [ ] Transition Report on Form 10-K
              [ ] Transition Report on Form 20-F
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q
              [ ] Transition Report on Form N-SAR
              For the Transition Period Ended:


Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
- ----------------------------------------------------------------

PART I - REGISTRANT INFORMATION

Full Name of Registrant  
             CASPEN OIL, INC.
- ----------------------------------------------------------
Former Name if Applicable
- ----------------------------------------------------------
Address of Principal Executive Offices (Street and Number)
             Irongate 3, Suite 201
             777 South Wadsworth Blvd.
             Lakewood, CO  80226
- ----------------------------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)

     [X]  (a)  The reasons described in reasonable detail in
               Part III of this form could not be eliminated
               without unreasonable effort or expense.
 
     [X]  (b)  The subject annual report, semi-annual report,
               transition report on Form 10-K, Form 20-F, 
               Form 11-K, or Form N-SAR, or portion thereof, will 
               be filed on  or before the fifteenth calendar day  
               following the prescribed due date; or the subject  
               quarterly report or transition report on Form      
               10-QSB, or portion thereof will be filed on or     
               before the fifth calendar day following the        
               prescribed due date; 

     [X]  (c)  The accountant's statement or other exhibit
               required by Rule 12b-25(c) has been attached if 
               applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attach
Extra Sheets if Needed)

     The Registrant is unable to meet the prescribed
     deadline.

PART IV - OTHER INFORMATION

    (1)  Name and telephone number of person to contact in
         regard to this notification

         Gary N. Davis              303          987-0925
         ------------------       -------      --------------
         (Name)                 (Area Code)  (Telephone Number)

    (2)  Have all other periodic reports required under section
         13 or 15(d) of the Securities Exchange Act of 1934 or
         Section 30 of the Investment Company Act of 1940 during
         the preceding 12 months or for such shorter period
         that the registrant was required to file such report(s)
         been filed? If answer is no, identify report(s).
         [X] YES  [ ] NO

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

    (3)  Is it anticipated that any significant change in
         results of operation from the corresponding period for
         the last fiscal year will be reflected by the earnings
         statements to be included in the subject report or
         portion thereof?  [ ]  YES  [X] NO

         If so, attach an explanation of the anticipated change,
         both narratively and quantitatively, and, if
         appropriate, state the reasons why a reasonable
         estimate of the results cannot be made.

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

                             CASPEN OIL, INC.
- ----------------------------------------------------------------
               (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date  October 28, 1997                  By /s/Gary N. Davis
    -----------------------          ---------------------------
                                           Treasurer

INSTRUCTION: This form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed
with this form.

                                 ATTENTION
  Intentional misstatements or omissions of fact constitute
  Federal Criminal Violations (See 18 U.S.C. 1001).






Exhibit:   Accountant's Statement


October 27, 1997



Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C.  20549

Dear Sir/Ma'am:

We are the independent auditors for Caspen Oil, Inc. and Subsidiaries for the
year ended July 31, 1997. We believe that the form 10K for Caspen Oil, Inc. and 
Subsidiaries for that year cannot be filed by the due date of October 28, 1997.

This form cannot be filed due to remaining accounting work that needs to be 
completed with regard to the oil and gas reserve report, and the production
of the consolidated financial statements.

Very truly yours,


John M. Hanson & Company, P.C.  

/ds