CUSIP No.   045295300

1

Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Venoco, Inc.
77-0323555

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

 o

(b)

 o

3

SEC Use Only

4

Source of Funds (See Instructions)
WC

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

8

Shared Voting Power
1,651,473 (1)

9

Sole Dispositive Power
0

10

Shared Dispositive Power
1,651,473

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,473

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13

Percent of Class Represented by Amount in Row (11)
22.7% (2)

14

Type of Reporting Person (See Instructions)
CO

CUSIP No.   045295300

Item 1.

Security and Issuer

The title of the class of equity securities to which this statement relates is common stock, $0.005 par value per share (the “Common Stock”), of Aspen Exploration Corporation, a Delaware corporation (the “Issuer”), whose principal executive offices are located at 2050 South Oneida Street, Suite 208, Denver, Colorado 80226.

Item 2.

Identity and Background

This statement on Schedule 13D is filed by Venoco, Inc., a Delaware corporation (“Venoco” or the “Reporting Person”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock.  Venoco’s principal office is located at 370 17th Street, Suite 3900, Denver, Colorado 80202.  Venoco is an independent energy company primarily engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties.  The name, citizenship, business address, present principal occupation or employment, and the name and principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of Venoco are as set forth in Annex I hereto and incorporated herein by reference.

During the past five years, neither the Reporting Person nor, to the Reporting Person’s knowledge, any person listed on Annex I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

Venoco and the Issuer have entered into a Purchase and Sale Agreement (the “PSA”), effective February 19, 2009, which contemplates the sale of certain oil and gas properties located in Colusa, Glenn, Solano, Sutter, Tehama and Yolo Counties, California (the “Assets”) by the Issuer to Venoco.  Certain other persons who own interests in the Assets became parties to the PSA by executing joinder agreements contemporaneously with the execution of the PSA, and certain other persons who own interests in the Assets may subsequently become parties by executing joinder agreements (all such other persons, together with the Issuer, being referred to herein as “Sellers”).  The purchase price for the Assets if all Sellers participate in the transaction will be $25.0 million, subject to certain adjustments.  The closing of the transaction contemplated by the PSA (the “Asset Sale”) is subject to a number of conditions, including a requirement that the Asset Sale be approved by the Issuer’s stockholders.

As an inducement for Venoco to enter into the PSA, each of R. V. Bailey (Chairman and CEO of the Issuer), Kevan B. Hensman (CFO and a director of the Issuer), Mieko Nakamura Bailey, the spouse of Mr. Bailey, Douglas Imperato (a director of the Issuer), and Robert A. Cohan (the president and a director of the Issuer) (the foregoing persons being collectively referred to herein as the “Voting Group”) entered into a Voting Agreement with Venoco effective as of February 19, 2009 (each, a “Voting Agreement”).  Pursuant to the Voting Agreements, each member of the Voting Group has agreed to vote his or her shares of Common Stock, including shares of Common Stock acquired subsequent to the date of the Voting Agreement, in favor of the Asset Sale and against any alternative merger or other business combination transaction or other action that would impede or prevent the closing of the Asset Sale.  The Voting Agreements also grant Venoco a proxy over all shares of Common Stock owned by members of the Voting Group to vote in favor of the Asset Sale and against any alternative transaction.  Each Voting Agreement

CUSIP No.   045295300

further provides that the relevant member of the Voting Group will not sell or otherwise transfer any shares of Common Stock he or she owns.

Venoco expects to pay the purchase price under the PSA with cash on hand.

Item 4.

Purpose of Transaction

The purpose of entering into the Voting Agreements is to induce Venoco to enter into the PSA and to facilitate the completion of the Asset Sale.  The information set forth in Item 3 is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

The Voting Agreements may be deemed to give Venoco shared voting and dispositive power over, and therefore beneficial ownership of, the shares of Common Stock owned by members of the Voting Group.  As of February 19, 2009, each member of the Voting Group represented that he or she beneficially owned the following number of shares of Common Stock:

CUSIP No.   045295300

Exhibit 99.2

Form of Voting Agreement, effective February 19, 2009, by and between Venoco and each member of the Voting Group.