SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 8-K/A

                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported) June 22, 1998. 

                             CASPEN OIL, INC.                     

         (Exact name of registrant as specified in its charter) 




     Nevada                   1-7965               75-1325831     
                            
(State or other            (Commission File      (IRS Employer   
jurisdiction of                Number)           Identification   
incorporation)                                       Number)
  



Irongate 3, Suite 201, 777 S. Wadsworth Blvd., Lakewood CO 80226
(Address of principal executive offices)               (Zip Code) 


Registrant's telephone number, including area code: (303)987-0925 


                                                                  
                                                                  
                  
Item 4.  Changes in Registrant's Certifying Accountant

     (a)(1)(i) On June 22, 1998, the Registrant's independent
accountants, John M. Hanson & Company, P.C. ("Hanson") informed
the Registrant that Hanson was resigning the engagement due to
Hanson's decision to, as a firm, cease performing SEC
engagements.  

     (a)(1)(ii) The report on the Registrant's financial
statements for the last year (July 31, 1997) as rendered by
Hanson did not contain a disclaimer, adverse opinion and was not
qualified or modified as to uncertainty, audit, scope or
accounting principles, except for an explanatory paragraph
explaining substantial doubt about the Company's ability to
continue as a going concern.

     (a)(1)(iii) Not applicable.

     (a)(1)(iv) During the Registrant's one most recent fiscal
year ended July 31, 1997, and through the date of Hanson's
resignation, there were no disagreements with Hanson on any
matter of accounting principle or practice, financial statement
disclosure or auditing scope or procedure.

     (a)(1)(v) Not applicable.


                                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 of the  undersigned hereunto duly authorized.

                                   CASPEN OIL, INC.
                                   (Registrant)


Date: July 06, 1998                     By:  /s/ Gary N. Davis    
                                        Gary N. Davis
                                        Chief Financial Officer