CROFF OIL COMPANY

                                     1996 ANNUAL MEETING OF SHAREHOLDERS

                                              January 31, 1996

OIL COMPANY (the Company) with regard to the Annual Meeting to be held on Jan-
uary 31, 1996 at 2:00 p.m. at 1433 Seventeenth Street, Suite 220, Denver, 
Colorado 80202,Telephone: (303) 297-3383.  This Proxy Statement should be 
reviewed in connection with the enclosed copy of the Annual Report filed on 
SEC Form 10-K dated December 31, 1994, and the most recent 10-Q unaudited 
report for the quarter ending September 30, 1995.
         Proxies voted in accordance with the accompanying ballot form which 
are properly executed and received by the Secretary to the Company prior to 
the Annual Meeting will be voted. 
Revocability of Proxy
         A shareholder returning the enclosed proxy ballot has the power to 
revoke it at any time before it is exercised and may do so by written notice
to the Secretary of the Company at the address set forth above,
effective upon receipt of such written notice, or by voting in person at the
Annual Meeting.  Attendance at the Annual Meeting, in and of itself, will not
constitute revocation of a proxy.                                              
                             Voting Securities
         The record date for the determination of shareholders entitled to
vote at the Annual Meeting is the close of business on November 30, 1995.  
There were issued, outstanding and entitled to vote on such date approx-
imately 516,545 shares of the 20,000,000 authorized shares.  The Company has 
only one class of Common Shares, each of which is entitled to one vote.  The 
Company does not have cumulative voting.  Accordingly, each shareholder may 
vote all of his shares on each separate ballot proposal.  The Company will 
bear all costs of this proxy solicitation.
         Shares entitled to vote will be determined based upon the official 
shareholder record of November 30, 1995.  Actual votes cast will be deter-
mined by the physical counting of votes in person or proxy by the inspector 
of elections to be appointed prior to the meeting by the Board of Directors.  
Any dispute as to votes or entitlement to vote will be decided by majority 
vote of the Board of Directors.  Abstentions and broker non-votes will not be
counted for either quorum or ballot purposes.
         As to each item to be voted upon in this Proxy, a numerical majority 
of the issued and outstanding shares must be present or voted by Proxy at the
meeting (258,258 shares, or as otherwise determined by the inspector of elect-
ions at the time of meeting).  Each proposal to be voted upon will only be 
adopted by a majority vote of shares voted at the meeting, provided a quorum 
is present.  That is, each item will be adopted by an affirmative vote of not 
less than 129,128 shares, or a greater majority of those shares present as
otherwise determined by the inspector of elections.
         There are no matters to be voted upon as described by this Proxy 
upon which management will proceed absent majority shareholder approval as 
described above.
         The Company knows of no person or group, except the following, which, 
as of the date of this Proxy Statement, beneficially owns and has the right 
to vote more than 5% of the Company's Common Stock:

Names and Address of Beneficial Owner    Shares Beneficially Owned     
                                                             Percent of Class

1.  Jensen Development Company (1)                132,130                25.10%
    1433 17th Street, Suite 220        
    Denver, Colorado  80202

2.  Gerald L. Jensen  (2)                          71,215     

3.   Julian D. Jensen (2)&(3)                      46,532                       
     Jensen Revocable Trust

4.  Directors as a Group (2)                      285,277            
(1)      Jensen Development Company is wholly owned by Gerald L. Jensen.    

	(2)     Includes warrants to purchase 10,000 shares of the Company's stock 
         by each director at $1.00 per share, expiring December 31, 1998.  Mr.
         Gerald Jensen's warrant is for 20,000 shares.  None of the warrants
         have been exercised.

	(3)     Mr. Julian D. Jensen owns 5,000 shares directly and holds a warrant 
         for 10,000 shares (see Note 2, above); 21,432 are held by him as the 
         Trustee of the Jensen Family Trust and 10,000 as the Trustee of
         the Jensen Revocable Trust.  Mr. Julian D. Jensen has an approximate 
         25% beneficial interest in these Trusts and Mr. Gerald L. Jensen has 
         an approximate 33% beneficial interest.

                                     MATTERS SUBJECT TO SHAREHOLDER VOTE
                                            Election of Directors
         The Croff Board consists of Gerald L. Jensen, Dilworth A. Nebeker, 
Richard H. Mandel, Jr., Edwin W. Peiker, Jr., and Julian D. Jensen.  Each 
director will serve until the next annual meeting of shareholders, or until 
his successor is duly elected and qualified.  The following information is 
provided with respect to each current officer and director of the Company who 
are current nominees for re-election.
	        President of Croff Oil Company on a part-time basis since October, 
         1985.  Prior to this date, Mr. Jensen was Chairman of Petro-Silver, 
         Inc., a public company, for over five years.  Mr. Jensen was a 
         director of Pyro Energy Corp., a public company engaged primarily in 
         coal production from 1978 until the company was sold in 1989.  Mr. 
         Jensen is also an owner of private real estate, development, and oil 
         and gas companies.
	        Since 1982, Mr. Mandel has been President and a Board Member of 
         American Western Group, Inc., an oil and gas producing company in 
         Denver, Colorado.  He is President and also a Board Member of 
         Richard H. Mandel, Ltd., an oil and gas production company in 
         Denver, Colorado.  From 1977 to 1984, he was President of Universal 
         Drilling Co., Denver, Colorado. Since May 1988, he has been a Board 
         Member of Richmond Exploration Company.  Since July 1994, he has 
         been a Board Member of Wichita River Oil Company, listed on the 
         American Stock Exchange.
 	       Mr. Nebeker served as President of Croff from September 2, 1983 to 
         June 24, 1985, and has been a director of Croff since December, 
         1981.  He has been a lawyer in private practice for the past seven
         years.  Prior thereto, he was a lawyer employed by Tosco 
         Corporation, a public corporation, from 1973 to 1978.  He was a 
         lawyer with the Securities and Exchange Commission from 1967 to 1973.  
	        Mr. Peiker was President of Royal Gold, Inc. from 1988 through 1991, 
         and continues to be a director.  Since 1986, Mr. Peiker has been a 
         Vice President and director of Royal Gold, Inc., a public company
         engaged in gold exploration and mining activities.  Prior thereto he 
         was involved in private investments in oil and gas exploration and 
         production.  Mr. Peiker was employed in responsible positions with 
         AMAX, Inc., a public corporation, from 1963 to 1983.  AMAX is prim-
         arily engaged in mine evaluation and resource analysis. 
	        Mr. Jensen is the brother of the Company's president and has served 
         as legal counsel to the Company for the past seven years.  Mr. 
         Jensen has practiced law, primarily in the areas of corporate and
         securities law, in Salt Lake City, Utah since 1975.  Mr. Jensen is 
         currently associated with the firm of Jensen, Duffin, Carman, Dibb 
         & Jackson which acts as legal counsel for the Company.

                                     SUMMARY INFORMATION AS TO DIRECTORS

                  Director Since
                                Compensation  Number of Shares
(Beneficial & Legal)                                      Percentage of Issued
and Outstanding
                            Salary as President:
                           $48,000 - No Benefits -
                          No Director Compensation -
 See Below                                        203,345
(See Principal
Shareholder Chart, 
above)                                                         38.13% 
(See Principal
Shareholder Chart, 
                          Normal Director
                          Stipend Only
                          (See Below)             11,300
                          Normal Director
                          Stipend Only
                          (See Below)             10,100
                          Normal Director
                          Stipend Only
                          (See Below)             14,000   
                          Normal Director
                          Stipend Only 
                          (See Below)             46,532
                                              (See Principal
                                             Shareholder Chart, 
                                                above)          8.68%


	(1)     Includes shares held by Jensen Development Corporation (132,130) as 
         wholly owned by Gerald L. Jensen.

	(2)     Includes warrant expiring December 31, 1998 to acquire 10,000 shares 
         by each Director, except Gerald L. Jensen, who holds a warrant for 
         20,000 shares.  No warrant has been exercised to date.  Warrants
         may be extended by majority vote of the Board.

	(3)     Includes shares held in Jensen Family Trust (21,432) and Jensen 
         Revocable Trust (10,100) in which Julian D. Jensen is the sole 
         Trustee and an approximate 25% beneficial owner.  Mr. Gerald L. 
         Jensen holds an approximate 33% beneficial interest in these Trusts.
                                Executive Compensation
         Certain additional required information concerning remuneration, 
other compensation and ownership of securities by the Directors and Officers 
is set-out in the enclosed 10-K Report and incorporated by this reference.  
See particularly pg. 21.
                               Proposed Remuneration
         During the current fiscal year, the Company intends to compensate 
outside directors at the rate of $250 for a half-day meeting and $350 for a 
full day meeting, a rate which was instituted in October, 1985.  No changes 
are currently contemplated in officer salaries.
                    Certain Relationships and Related Transactions
         Certain significant relationships and related transactions are set
out in the enclosed 10-K Report and incorporated by this reference.  See 
particularly pg. 24.
                         Management's Stock Rights and Options
         A discussion of management	s stock rights and options are discussed 
at page 22 of the enclosed and incorporated 10-K Report.                 
                Creation and Issuance of Class  A Preferred Stock
         The Board of Directors of your corporation, over a period of time, 
has discussed solutions to the problem of achieving shareholder value and 
liquidity considering the size, nature and structure of the business of Croff 
Oil Company.  Specifically, the Board of Directors believes that the present 
oil and gas interests, consisting chiefly of small royalty interests in 
numerous non-operating holdings, creates unique problems when these assets 
are vested in a public company which is too small to have an active trading 
market.  In summary, the Board is concerned about the following issues:
         1       While revenues and income from Croff's oil and natural gas 
interests have been generally stable, they are insufficient for significant 
growth and expansion of the Company.  Management does not expect that the 
present Company can substantially grow in value or size with existing income 
from its present oil and gas assets.

         2       At present, there is no active trading market for Croff 
stock; nor is there any foreseeable probability that an active trading market 
will develope.  Based upon preliminary inquiries, there seems to be very 
little interest in the brokerage community for any underwriting to raise 
additional capital for the Company, as presently constituted, in order to 
expand its present oil and gas operations.
         In considering various alternative solutions to the foregoing 
problems, the Board has considered and approved a proposal for shareholder 
ratification whereby the oil and gas assets of the Company would be pledged
to secure a new Class  B of preferred stock.  This preferred stock would be 
distributed to shareholders on a one share for one share basis (1:1) to the 
existing shareholders.  The oil and gas assets would remain in the Company, 
but the benefit of these assets would be exclusively represented by the 
preferred shares held by each shareholder instead of the common shares.  
         There will be 520,000 Preferred Class  B shares authorized.
         The purpose of this proposal is to protect, so far as possible, the 
existing perpetual mineral interests and other oil and gas assets of the 
Company, for the benefit of existing shareholders, while management seeks
to grow the Company through more risky business ventures with potentially 
greater growth potentials.
         It is proposed, for the reasons explained below, that each of the 
present shareholders in Croff Oil Company will receive one (1) new share of 
preferred Class  B stock in the Company (to be renamed Croff Enterprises, 
Inc.) for each common share currently owned.
         To avoid confusion, and to reflect the future business activities of 
the old Croff, it is proposed that Croff Oil Company become known as Croff 
Enterprises, Inc., ("CEI").  The Board believes that this name will more
accurately reflect the intent of the Board of Directors to search out 
diversified business opportunities, domestically or internationally, for the 
company, and that such business activities may or may not be related to its 
historical oil and gas operations or interests.  The Board intends to 
continue to employ the trade name Croff Oil Company for existing oil and gas 
operations where appropriate.
         It is further proposed that all of the oil, natural gas and mineral 
assets of the Company will be designated as assets to which the preferred 
shareholders of CEI have a first right, entitlement and claim.  It is the 
opinion of management, in consultation with its legal counsel, that the 
preferred CEI shareholders will be granted a class of preferred stock in CEI 
by which the shareholders will have a priority right and claim in the oil and 
gas assets in the event of merger, liquidation or sale of assets or stock, or 
similar transaction in CEI assets and stock.  Preferred shareholders will be 
paid all net proceeds from any liquidation of the oil and gas assets, or 
distribution of such assets or stock, in preference to any other shareholders 
of CEI or affiliated creditors.  The preferred shareholders would, however, 
have no preference as to any third party creditors in such assets.  The 
preferred shareholders would also have an exclusive entitlement to all
distributable income of the oil and gas assets as the Board of Directors may 
determine.  At present, there is no intent for CEI to pay dividends or make 
other shareholder distributions. 
         As a net result of approval of the reorganization, each Croff share-
holder will hold one (1) share of preferred Class  B stock in the new CEI 
for each share of common stock which you presently hold. You would continue 
to own your common stock in Croff, which would be designated common stock of 
CEI.  The existing Board of Croff Oil Company will continue as the Board of 
the renamed Company (Croff Enterprises, Inc.).
         None of you, as prospective preferred Class  B shareholders of CEI,
will have any additional voting interest in or control over CEI.  The 
preferred shares will have voting rights only in special situations, such
as any sale, pledge, mortgage or exchange of the oil and gas assets.
         CEI will not only continue to operate in the oil and natural gas 
business, but intends to act as an investor or principal in new business 
ventures or endeavors either in the United States or on an international
basis.  It should be emphasized that there are no present business plans, 
proposals, contracts or agreements defining any potential business activities 
in which CEI may engage in the future.  It is the desire of the Board that 
CEI may engage in various aspects of international start-up and development 
businesses, or acquire existing domestic businesses desiring to be part of a 
public company.  Future business activities may or may not include companies 
in the oil and natural gas business.
         CEI has no present capital commitments or proposals to engage in its 
intended business enterprises and can give no assurance that it will be 
successful in efforts to raise sufficient start-up capital through private
funding to engage in new business activities.  
         CEI will continue to operate the existing oil and gas and other 
mineral interests of the Company as described in the periodic reports (10K 
& 10Q).  The Board of Directors will create amended Articles of Incorporation 
for CEI which, together with the pledge documents, will provide that each of 
you as preferred Class  B shareholders will have a preferred and priority 
interest in and to the oil and gas assets, and an exclusive right to receive 
any net income distribution from the oil and gas assets of CEI, as may be 
approved by its Board.  However, even these provisions within the Articles 
and pledge documents will not create a priority in such assets in derogation 
of legitimate third party creditor rights and claims against CEI.  The
preferred Class  B shareholders, however, will have claim to the assets or 
income of the oil and gas assets in the event of liquidation, merger, 
acquisition or spin-off.  These assets are reserved for the preferred
         No provision exists, nor is there any proposal, to change the 
present compensation to management of CEI as set-out above under the section 
on "Executive Compensations" in the event of approval of the proposed
         It is further intended and proposed that the Board of Directors of 
CEI may utilize a portion of its cash flow to repurchase preferred Class  B 
shares as requested by preferred shareholders.  The exact details of any 
stock repurchase program are not presently available and will not be form-
ulated in detail, if at all, prior to the recommendation to shareholders to 
adopt the proposals set-out above.  It is generally intended that any 
repurchase would be based upon an annual notice and that payments for shares 
would be completed on a cash basis.  Any present offer to purchase the 
preferred Class  B shares would be priced, initially, at a base of Eighty 
Cent ($0.80) per share.  This price per share was determined by the Board 
utilizing the current approximate net worth of the oil and gas assets of the 
Company, $314,620, as derived from the most recent unaudited financials 
(September 1995 10-Q) and arbitrarily assigning another $100,000 to such net 
worth figure to represent an estimated fair market value of the oil and gas 
assets for the Company.  This computation was then rounded to $0.80 per share
to create the base valuation.  
         Hereafter, the Board would set a repurchase price based on the Board s 
best estimate of the increase in value of the oil and gas assets of the 
Company, each year, which would be added onto or subtracted from the existing 
base valuation of $413,212.  This valuation divided by the proposed 516,515 
preferred shares to be issued to each current company shareholder would yield 
a new repurchase evaluation each year.  The net asset value is anticipated to 
change over time, such that  present valuations are no assurance of future 
         The Board will most likely adopt this repurchase program in an effort 
to create an alternative potential selling opportunity for the preferred 
Class  B shares, with the understanding that no viable market or liquidity 
has existed during the last ten (10) years for the Croff common shares, and 
is unlikely to exist for the preferred Class  B shares.  The Board also may 
consider implementation of a dividend program for preferred Class  B shares, 
as it may subsequently determine, although such a dividend program is not 
presently foreseeable.  All cash flow from the oil and gas assets not 
utilized to provide for a buyback program for the preferred shares, or a 
dividend (if the Board elects to prepurchase stock or pay a dividend) will 
be reinvested in the oil and natural gas business with the intent to 
increase cash flow and the net asset value of the preferred shares.
         Management believes this reorganization should substantially 
insulate the historical oil and gas interests of the Company, so far as 
possible, from potential risk and business factors associated with CEI
engaging in what should be considered high risk ventures, such as 
participation in international start-up companies or other types of venture 
capital funding which may be authorized by the Board of Directors.  
         The Company in order to reach a size necessary to sustain a trading 
market, must increase it capitalization.  There is not sufficient capitaliz-
ation, at present, to actively engage in other business activities unless CEI 
is successful in exchanging its common shares or the newly proposed Class  A 
preferred shares, for income producing companies or assets, or the Company 
engages in subsequent private placement financing, public offerings, or 
borrowing programs to raise development capital.  No assurance can be given 
that such future financing or business endeavors will be successful.  If  
successful, such capital raising endeavors will most likely result in 
substantial dilution, both in voting control and ownership interest in CEI to 
each of you as current shareholders.
         It is also the position of management, in consultation with their legal
counsel, that the distribution of preferred shares in CEI to existing Croff 
shareholders does not constitute the sale of a security subjecting the Company 
to registration requirements due to the fact that no consideration would be 
requested or paid by existing shareholders for the stock dividend in CEI.  
Moreover, it is believed each shareholder will have substantially the same 
information which would be available to shareholders pursuant to a regis-
tration through the information contained in the accompanying 10-K and 10-Q 
Reports and this Proxy.
         Management does not believe the proposed reorganization, if adopted, 
will result in any material tax consequences to shareholders as the total 
value of shares held by all shareholders immediately subsequent to adoption 
of the reorganization would be unchanged from their present valuation.  Each 
shareholder should, however, confer with their individual tax advisors to 
determine their own tax status and any individual tax consequences.
         Following the distribution of the preferred Class  B shares of Croff 
Oil Company, each common shareholder will have the same cost or tax basis in 
the two shares, common and preferred, as he or she previously had in each 
common share.  Based on the estimate of the illiquid nature of the preferred 
and common shares and the continued illiquidity of the preferred, it is esti-
mated that sixty percent (60%) of the shareholder	s basis or cost of the 
stock should be allocated to the preferred and forty percent (40%) of the
basis should be allocated to the common stock.
         If the foregoing proposals are adopted at the annual meeting, you 
will continue to hold your common shares of Croff Oil Company, which will be 
renamed Croff Enterprises, Inc.  You will receive your new preferred Class  B
shares in CEI directly in a mailing from the Company to shareholders of 
record within a few months from the authorization.  Each of you  should 
understand that the Company does not intend to undergo the cost of regis-
tration of the distribution of the preferred Class  B shares and regards such
distribution as a private placement transaction to existing shareholders, not
requiring registration.  As a result, the preferred Class B shares which you 
receive will not be free trading shares and will probably have to be held for
a substantial period of time, currently two (2) years under SEC Rule 144, 
before any potential public resales of such securities would be available.  
Further, there is no anticipation that a public market will ever develop for
trading in the preferred Class  B shares.  Management anticipates that 
limited liquidity in the preferred Class B shares will be obtained only 
through the proposed corporate repurchase program as generally described 
                 Authorization of Class  A Preferred Shares
         Management proposes to concurrently submit for shareholder approval,
a resolution to create a second class of preferred stock designated as 
Preferred Class  A stock.
         It is proposed that Five Million (5,000,000) shares of Class  A 
preferred stock be authorized for possible future capitalization and funding 
purposes of the Company.  Management will reserve the right under the 
Articles to designate the preferred Class  A stock as voting or non-voting at
the time of issuance.  There is presently no plan or intent to issue these 
shares.  Class  A preferred shares, when and if issued, will only be issued 
for cash or assets.  Each shareholder should understand, in making a 
determination of how to vote on the authorization of this new class of 
shares, that if the shares are issued as voting shares in the future the
effect would be to dilute the voting control of present shareholders.  The 
Class  A preferred shares will be subordinate to the Class  B preferred 
shares in any claim or entitlement to the oil and gas properties of the
Company and any income interest derived from those assets, but will have 
priority over the Class  B shares as to all other assets of the Company.  It 
is noted, however, that the oil and gas properties and interest constitute 
almost all current material assets of the company.  The remaining assets 
would consist primarily of miscellaneous small liquid accounts, modest 
accounts receivables, and some business property.  In relation to the common 
shares, the Class  A share will have a dividend priority over common shares.
Except as to the oil properties and income derived therefrom, Class  A shares
will be excluded in the same manner as the common shares from voting upon any
of the  special pledge and ownership rights of Class  B preferred shareholders
in the oil and gas interests of the Company. 
         Should any shareholder have any questions regarding these proposals,
which are not adequately answered by the general descriptions above, please 
feel free to direct any questions you may have to management for the Company 
at the address and telephone number indicated at the beginning of this Proxy 
Statement.  Moreover, while management believes that the foregoing accurately
summarizes the proposed transactions, each shareholder wishing to receive a 
copy of the proposed Amended Articles of Incorporation and the pledge 
documents will be entitled to receive the same upon written request to the 
         Mr. Gerald L. Jensen, as the present Chief Executive Officer, will 
continue as President and CEO of Croff Enterprises, Inc.
                Management's View of Advantages and Disadvantages
                          of the Proposed Transaction
         Each prospective investor, in determining how to cast their vote 
concerning the foregoing authorization of the Amended Articles of 
Incorporation and issuance of the preferred stock, should consider the 
following factors, including potential risk factors, as identified by manage-
ment.  While management has attempted to identify certain considerations, 
both advantageous and disadvantageous, to be considered by each prospective
shareholder before voting on the proposal, each shareholder should understand
that management has generally evaluated these potential factors and believes,
for the reasons set-out above, that the approval of the proposals is in the 
best interest of the Company and its shareholders.  Nonetheless, each 
shareholder should carefully evaluate each of the following factors before 
making an informed decision as to how to vote:
	1               There is no assurance that CEI, which may very well operate 
         as some type of venture capital company or which may attempt to buy 
         an existing business, will be able to raise any capital for such
         purposes or be successful in those developmental efforts.  In all 
         events, venture capital financing, either domestic or foreign, must 
         be considered an extremely high risk investment.
	2               Current Management of the Company, and as prospective 
         management for CEI, has no prior experience in the development or 
         management of a domestic or international business unrelated to oil,
         gas, coal production or real estate.
	3               There is  no assurance that CEI will be able to purchase 
         existing businesses primarily for stock or will be able to raise 
         sufficient capital to operate in a new line of business.
	4               It is the intention of management to use the common stock of
         CEI to acquire new business assets which will substantially dilute 
         the existing common stock.
	5               Shareholders in CEI should understand that management will 
         be required to divide its time, efforts and expertise between two 
         (2) lines of business and that there is a possibility that the 
         quality and extent of management involvement may suffer because of 
         this division of labor and efforts.
	6               There is no reasonable expectation that a public market will
         ever develop for the preferred stock, and no assurance can be made 
         that a public market will be developed for the common stock of CEI
         even if it is successful in certain developmental projects.
         While each of the foregoing constitute real and significant risk 
         considerations, the current management believes that these risk 
         factors are substantially mitigated by the fact that historical 
         assets of Croff are being substantially protected while management 
         seeks to develop a new business.  In management's opinion, the
         preferred stock dividend may be considered a gratuitous benefit to 
         shareholders without substantial increased risk to the historical 
         assets or business.
         Another asset in Croff Oil Company, the tax loss carryforward, will 
         most likely be lost, to a significant extent, if the Company 
         continues in its present mode.  Management has reached this 
         conclusion based upon the fact that CEI currently has modest earnings 
         and projects and, absent some significant change in business 
         activities or purposes, income should remain modest for the 
         foreseeable future.  If management is correct in these projections, 
         it is likely the tax loss carry forward will expire before it can be
         utilized to offset most taxable income.  If, through the proposed 
         change of business activities, the reorganized CEI were to obtain 
         future enhanced profits, then the tax loss carryforward could be 
         used to partially offset such profits and is, thereby, a contingent 
         asset.  It must be emphasized, however, there is no assurance that 
         future business activities of CEI will create any profit and no 
         warranty or guaranty of profitability can be made even if 
         shareholders approve the reorganization.  Management is also of the 
         opinion, in consultation with its current auditors, that its tax 
         loss carry forward cannot generally be sold or otherwise transferred
         for consideration to an unrelated business entity. Accordingly, 
         management encourages each shareholder to vote in favor of the
         proposed transfer of assets and stock dividend.
              Ratification of Appointment of Independent Accountants
         The Board of Directors has appointed Causey, Demgen & Moore as 
independent certified public accountants for the Company to examine the 
financial statements of the Company for the fiscal year ending December 31, 
1995.  The appointment of Causey, Demgen & Moore is subject to ratification 
of the shareholders and a resolution for such ratification will be offered at
the Annual Meeting as is contained in the enclosed proxy ballot.  Causey,
Demgen & Moore have been acting as independent accountants for the Company 
for seven years and, both by virtue of its familiarity with the Company's 
affairs, its lower cost, and its ability, is considered by the Board as best 
qualified to continue its performance of these functions.  The present Board 
of Directors recommends adoption of the resolution retaining the foregoing 
accounting firm as independent auditors for the Company. 
The foregoing accountants will have a representative present at the Annual 
Meeting and have agreed to respond directly to any shareholder accounting 
questions sent to their office at 1801 California, Suite 4650, Denver,
Colorado 80202.
                               Other Matters
         The Annual Meeting is called for the purposes set forth in the 
notice thereof.  The Board of Directors does not intend to present, and has 
not been informed that any other person intends to present, any matters for
action at the Annual Meeting other than those specifically referred to in the
Notice of Meeting and this Proxy Statement.  If any other matters are 
properly brought before the Annual Meeting, it is the intention of the
proxyholders to vote on such matters in accordance with their judgment. 
                          Stockholder Proposals
         There were no stockholders proposals submitted for consideration at 
the 1995 Annual Meeting.  Stockholder proposals intended to be considered at 
the next Annual Meeting of Stockholders must be received by The Company no 
later than March 31, 1995.  Such proposals may be included in next year's 
proxy statement if they comply with certain rules and regulations promulgated
by the Securities and Exchange Commission.
                            Financial Reports
         The financial reports for the Company's operations ending December 
31, 1994 as attached to the 10-K and the most recent 10-Q for the quarter 
ending September 30, 1995, are considered an integral part of this Proxy 
Statement and are incorporated by this reference.  See also, "Management's 
Discussion and Analysis of Financial Condition and Results of Operations" at 
pp. 16-19 of the enclosed 10-K Report which is also incorporated by this 
Dated:                                              , 1996.

                         BY ORDER OF THE BOARD OF DIRECTORS

						Gerald L. Jensen, President    

                               CROFF OIL COMPANY, INC.
                         1433 Seventeenth Street, Suite 220
                              Denver, Colorado  80202
                             Telephone: (303) 297-3383


	The Annual Meeting of Shareholders of Croff Oil Company (hereinafter "the 
Company" or "Croff") will be held on _______________________, 1995 at the 
Company's offices at 1433 Seventeenth Street, Suite 220, Denver, Colorado 
80202, at 2:00 p.m. (MDT).  the meeting will be held for the following 

	(1)	Election of five directors to the Board of Directors for the Company.  All
of such presentDirector/Nominees, (Mr. Gerald Jensen, Mr. Richard H. Mandel, 
Jr., Mr. Edwin W. Peiker, Jr., Mr. Dilworth A. Nebeker and Mr. Julian D. 
Jensen) currently hold office and have been nominated for re-election by 
management.  Shareholders may also vote upon such other nominations as may 
be made.

	(2)	To ratify the appointment of Causey, Demgen & Moore as independent 
certified public accountants of the Company for the fiscal year of 1995.

	(3)	To transact such other business as may be incident to or properly come 
before the Annual Meeting, or any adjournments thereof.

	The transfer books will not be closed, but only shareholders of record at the 
close of business on June31, 1995 will be entitled to notice of and to vote at 
the Annual Meeting.

	You are requested to vote, date and sign the enclosed Proxy and return it at 
your earliest convenience. The Management of the Company would request that you
sign and return your Proxy even if you plan on attendingthe Annual Meeting to 
ensure that a Quorum can be counted in advance.  You will be entitled to 
revoke your Proxy and vote in person at the Annual Meeting should you so 
elect.  If you plan to attend the Annual Meeting, would you please so 
indicate of the place provided on the Proxy.

	We hope to see you at the meeting and each of you are cordially invited to 

						By Order of the Board of Directors

						Gerald L. Jensen
						Chairman of the Board

Dated: ________, 1995

                           ANNUAL MEETING, __________, 1995

Please complete, sign and provide any additional information on this Proxy 
Statement and return it to the Company by mailing it back prior to ________, 
1995 in the enclosed envelope.
For   Against      Abstain          Proposal 

					Election of all current management nominees to the Board of Directors. 
					If voting against election of all, indicate below your individual	vote. 			
                      DIRECTOR BELOW.                            			            

For   Against     Abstain                   		       				               
            								      Mr. Gerald L. Jensen, Dir. and Pres.
   					                  Mr. Richard H. Mandel, Jr., Director
                          Mr. Edwin Peiker, Director & Sec.   
                          Mr. Dilworth A. Nebeker, Director   
								                  Mr. Julian D. Jensen, Director      
						                    Election to retain Causey, Demgen & Moore as 
                          independent	CPAs for the Company.                     
						                    Grant to current management the right to vote your 
                          proxy in accordance with their judgement on other 
                          matters as may properly come before the meeting.      

                 Other Shareholder Proposals and/or Nominations

(Unless otherwise indicated, your proxy will be voted in favor of any nomination
or proposal indicated below.)

                          (Attach sheets as necessary)

_____Check here if you plan 		______________________________
     to attend the meeting.		SIGNATURE

Print Shareholder Name(s) 		Complete If Known:
exactly as they appear on 
your Certificate:

______________________________	Certificate #:________

______________________________	No. of Shares:________

                               SCHEDULE 14A INFORMATION
                   Proxy Statement Pursuant to Section 14(a) of the
                            Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X]	Preliminary Proxy Statement

[ ]	Definitive Proxy Statement

[ ]	Definitive Additional Materials

[ ]	Soliciting Material Pursuant to 240.14a-11 or 240.14a-12

					     CROFF OIL COMPANY		                                                   
   (Name of Registrant as Specified in Its Charter)

				     MR. GERALD L. JENSEN, PRESIDENT	                                       
     (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X]	$125 per Exchange Act Rules 0-11 (c)(1)(ii), 14a6(i)(1), or 14a-6(i)(3).

[ ]	$500 per each party to the controversy pursuant to Exchange Act Rules 

[ ]	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:
		COMMON VOTING - SOLE CLASS OF SECURITIES				                                  

	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:

	4) Proposed maximum aggregate value of transaction:

Set forth the amount on which the filing fee is calculated and state how it 
was determined.

[ ]	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: