FORM 10K 

                                 SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, D.C. 20549
MARK ONE

   X             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                 THE SECURITIES EXCHANGE OF 1934 [FEE REQUIRED]

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                                                 OR

 _____           TRANSITION REPORT pursuant to section 13 or 15(d)
                 of the securities exchange act of 1934 [No fee
                 required]

                 FOR THE TRANSITION PERIOD FROM   N/A   TO   N/A  

                                   COMMISSION FILE NUMBER:  1-100

                       CROFF OIL COMPANY                   
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                           UTAH                    87-0233535            
                 STATE OF INCORPORATION   (I.R.S. EMPLOYER IDENTIFICATION
                                                                   NUMBER)

                         1433 SEVENTEENTH STREET
                         SUITE 220
                         DENVER, COLORADO                           80202  
                         ADDRESS OF PRINCIPAL                      ZIP CODE
                           EXECUTIVE OFFICES


Registrant's telephone number, including area code:  (303) 297-3383

Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange on
                 Title of each class                  which registered    
              Common - $0.10 Par Value                                          
 
   None

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the Registration (1) has filed all reports 
required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2) 
has been subject to such
filing requirements for the past 90 days. YES    X     NO _____

As of March 1, 1996, the aggregate value of the voting stock held by non-
affiliates of the Registrant,
computed by reference to the average of the bid and ask price on such date was:
 $305,800

As of March 1, 1996, the Registrant had outstanding 516,515 shares of common 
stock ($.10 par value)

An index of the documents incorporated herein by reference and/or annexed as 
exhibits to the signed
originals of this report appears on page 2.
                                          TABLE OF CONTENTS


                                               PART I
                                                                                
 
   
                                                                 Page


ITEM 1                   BUSINESS................................ 3           
                    
     

ITEM 2                   PROPERTIES.............................. 8             
                     
     

ITEM 3                   LEGAL PROCEEDINGS....................... 12          
                  

   

ITEM 4                   SUBMISSION OF MATTERS TO A VOTE
                          OF SECURITY HOLDERS.................... 12          
                     

    

                                               PART II


ITEM 5                   MARKET FOR REGISTRANT'S 
                          COMMON EQUITY ......................... 13          
                     



ITEM 6                   SELECTED FINANCIAL DATA................. 14          
                     

     

ITEM 7                   MANAGEMENT'S DISCUSSION AND ANALYSIS                  
                          OF FINANCIAL CONDITION AND
                          RESULTS OF OPERATIONS.................. 14          
   
                 

ITEM 8                   FINANCIAL STATEMENTS AND SUPPLE-
                          MENTAL DATA............................ EX I.       
   
                    


ITEM 9                   CHANGES IN AND DISAGREEMENTS WITH
                          ACCOUNTANTS ON ACCOUNTING
                          AND FINANCIAL DISCLOSURES.............. 15          
                      

     

                                              PART III


ITEM 10                  DIRECTORS AND EXECUTIVE OFFICERS
                          OF THE REGISTRANT...................... 16          
                      

     

ITEM 11                  EXECUTIVE COMPENSATION.................. 17         
                      

     

ITEM 12                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                          OWNERS AND MANAGEMENT.................. 18          
                       

     

ITEM 13                  CERTAIN RELATIONSHIPS AND RELATED 
                          TRANSACTIONS........................... 19          
                      

     

                                               PART IV


ITEM 14                  EXHIBITS, FINANCIAL STATEMENTS AND
                          SCHEDULES AND REPORTS
                          ON FORM 8-K............................ 20          
                      

  
                         SIGNATURES.............................. 21          
                       



                                               PART I



ITEM 1.  BUSINESS

         (a)  Description of Business

     Croff Oil Company ("Croff" or "the Company"), was
incorporated in Utah in 1907 as Croff Mining Company.  The
principal office of the Company is located at 1433 Seventeenth
Street, Suite 220, Denver, Colorado  80202.  The telephone
number is (303) 297-3383.

         Croff is engaged in the business of oil and gas
exploration and production, primarily through ownership of
perpetual mineral interests and acquisition of oil and gas
leases.  The Company's principal activity is oil and gas
production from non-operated properties.  The Company also
acquires, owns, and sells, producing and non-producing leases
and perpetual mineral interests.  Over the past fifteen years,
Croff's primary source of revenue has been oil and gas
royalties from producing mineral interests.  Croff
participates as a working interest owner in approximately 35
wells.  Croff holds small royalty interests in over 200 wells. 
In 1993 Croff acquired a carved out production interest of
from 200-360 barrels of oil per month from a stripper field of
approximately 110 wells in South Texas.  All of the wells from
which Croff receives revenues are operated by other companies
and Croff has no control over the factors which determine
royalty revenues such as markets, prices and rates of
production.

         During the period 1981 through 1985, the Company
increased its participation in exploratory and development
drilling ventures.  In certain instances, Croff acquired
leases for the purpose of initiating a drilling venture.  In
other instances, Croff chose to participate in drilling by
paying its share of the drilling costs, or by farming out to
others for a carried interest in the well. Over the past ten
years, Croff's primary source of revenues has evolved from
lease bonuses to oil and natural gas production.  

         After the drop in oil prices during 1986, the Company did
not participate in exploration drilling through 1990.  The
Company in 1990, after paying off the last of its' long-term
debt, again began to acquire producing oil and gas leases, and
took a minor interest in a new well in 1991 and 1992.  In 1992
the Company purchased working interests in eleven wells,
royalty interests in three wells, and participated in a
workover of an existing working
interest well.  In 1993 the Company purchased a stripper field
in South Texas, and sold it to a local operator, reserving a
carved out production interest, secured by a mortgage on the
field.  In 1994, the Company continued to purchase producing
oil and natural gas wells.  In 1995, Croff purchased a two
percent interest in a mortgage note secured by an equal
interest in an Indiana Coal Mine.

         Previous to 1987, Croff owned investment securities in
certain natural resource companies.  These companies had a
current market value and Croff sold these securities
periodically to generate 
revenues.  Since 1991 Croff has purchased interests in
publicly traded oil and gas companies out of cash reserves. 
The Company
intends to earn a better yield than cash on these current
funds, which will be liquidated, as needed, to fund the
purchase of oil and gas wells or other natural resource
investments.
         Croff has three part-time employees, consisting of the
President, and two Assistant Secretaries.


         (b)     Current Activities

         In 1995, the Company determined it would seek to become
large enough to create an active market for its common stock,
( the only class of stock the Company has ever issued).
Croff's shares are not traded on any exchange, and no active
market exists for the stock.
Only a few transactions in trading the stock have occurred
within the last ten years.  The Board developed a Plan to be
presented at the 1995 annual meeting of shareholders.  The
plan would authorize the pledge of the current oil and gas
assets of the Company to a new class of preferred shares to be
issued to each existing shareholder on the basis of one
preferred share for each common share.  The Company would then
seek to grow by issuing common shares to acquire assets or
business in order to grow the Company to a size to qualify for
a listing on the NASDAQ Stock Exchange.  Because the Proxy
statement was delayed, for a number of reasons, the annual
meeting was actually held on February 28, 1996. 
     At the Annual meeting, shareholders voted to create a new
Class B preferred share. The oil and gas assets of the Company
would be pledged for the benefit of these Preferred B shares. 
These Class B shares will be distributed, on a one for one
basis, to the existing shareholders.  The shareholders then
authorized a new Class A preferred share to be issued to
provide management of the Company with both preferred and
common shares to be utilized in investing in new businesses. 
The shareholders also authorized the name of the Company to be
changed to Croff Enterprises, Inc.  The management, using the
existing common shares and the newly authorized Class A shares
now intend to use these shares and available cash to acquire
assets or businesses in order to enable the Company, over
time, to reach a size that its stock can be traded on the
NASDAQ stock Exchange.  

         Management presented no specific proposals for new
acquisitions or businesses, to the shareholders, nor had any
been discussed by the Board of Directors at or before the
Annual meeting.  The Board is currently considering a number
of ideas for the growth of the Company in the future.  It is
expected that there will be very significant dilution to the
existing shareholders in the common stock of Croff
Enterprises, Inc.  The assets of the Company, not being
pledged to the Preferred B shares, are its status as a public
company, its liquid assets, and its tax loss carryforward. 
With the distribution of the Class B preferred shares, which
carry with it the benefit of the current oil and gas assets,
the Board determined to set out to expand the Company by
acquiring assets with more potential for growth.

         The Company in March of 1995, purchased a 2% interest in
a $6 million note secured by a mortgage on a coal mine in
Indiana.  This investment of $100,000 was made using $50,000
in cash on hand and borrowing $50,000 from the Company's bank,
Union Bank and Trust of Denver, Colorado.  The note was repaid
on March 1, 1996.  The Company's investment is as a
stockholder in Carbon Opportunities, L.L.C., a limited
liability company formed in Indiana by a group of investors
and the owners of the mine, who are in control of this
venture.  

         Carbon Opportunities, L.L.C. purchased a non-performing
$6 million note, secured by the Buck Creek Coal Mine, from the
Old Nation Bank in Evansville, Indiana, for the discounted
price of $3,500,000.  Carbon Opportunities, L.L.C. was funded
with $5 million, of which $3,500,000 purchased the note and
$1,500,000 provided working capital.  Carbon Opportunities,
L.L.C. is secured by the mine and equipment, and has an option
to acquire control of the mine following payoff of the note. 
The current mine owners have a right to retain 20% of the
equity in the mine after the note is paid off.  

         The mine operated during 1995 and interest payments were
made on the $6 million note.  In December of 1995, the major
purchaser of the coal from the mine, a utility, cancelled the
contract.  Management of the mine determined to shut down the
mine at that time, because a new contract was not likely, and
losses at the mine would be significant without a market for
the coal.  Currently, no payments are being made on the note
and the equipment at the mine is being liquidated.  Buck Creek
Mine has now filed for protection under Chapter 11 of the
United States Bankruptcy Code.  Carbon Opportunities, L.L.C.,
as the major creditor of the Mine, expects to receive the mine
and its equipment in the Plan of Reorganization in Bankruptcy,
which is expected to be a plan of liquidation.  Croff Oil
Company has elected to treat the payments received so far as
repayment on its investment and not as income.  Croff expects
to receive payments on its investment from the cash in Carbon
Opportunities, L.L.C., the litigation against the utility, and
the sale of equipment at the mine.  At this time, management
of the L.L.C. and the mine expect that investors in Carbon
Opportunities, L.L.C. will receive at least 100% of their
investment returned.  Management of the Company will continue
to monitor this investment and seek to obtain a liquidation of
this investment as soon as possible.  

         In 1995, the Company also purchased a small interest in
the Ash Unit, a pooled oil field in Campbell County, Wyoming. 
The Company also participated in a small interest in a gas
well in Wyoming and as a royalty owner in continued
development in the Bluebell-Altamont Field.  

         In 1994, the Company purchased small non-operating
working interest in three oil wells and one gas well.  It also
purchased a royalty interest in a gas well in Texas.  This was
a continuation of the Company's policy of continuing to
purchase non-operated interest in long-lived wells.  In 1994,
the Company received an increase in production from coal seam
gas wells in La Plata County, Colorado, and San Juan County,
New Mexico.  

         In 1993, the Company purchased a small stripper field in
Medina County, Texas.  The Company paid $135,000 in aggregate
for this field during 1993 and 1994.  The Company entered into
an agreement with a local operator in Medina County to
purchase the production company and the leases, subject to a
carved-out production payment to Croff Oil Company.  The
carved-out production payment is secured by a mortgage on the
leases and the equipment.  The local operator does not have
significant financial resources, so the continued payment of
the "carved out production payment" is dependent on the
ability of this operator to stay in business, which is
dependent on the price of oil. 

         Production Resources has continued to operate and rework
many of the wells in this field.  The Taylor Ina field has
produced at a level enabling the operator to maintain the 200
barrel per month  carved-out production during most of this
time, but not the higher production payments the Company had
anticipated might develop.  Currently the production payments
have totaled over $70,000 on the Company's $135,000
investment.  

         (c)     Major Customers

         Customers which accounted for over 10% of revenues were
as follows for the years ended December 31, 1993, 1994 and
1995:

                                       1993             1994            1995

         Oil and gas:
 ANR Production Company               23.9%            20.0%            25.3%  *
 Pennzoil Production Company          19.2%            12.5%            11.9%
 Oasis Oil Company/E&A Oil            -----            16.3%            15.6%
* Includes Coastal Production Company

         (d)  Financial Information About Industry Segments

         The Company's operations presently consist of oil and gas
production.  During previous years the Company has generated 
revenues through the purchase and resale of oil and gas
leasehold interests, however, no significant revenues were
generated from this source for the last five years.  Further
information concerning the results of the Company's operations
in this one industry segment can be found in the Financial
Statements.


         (e)  Environmental and Employee Matters

         The Company's interest in oil and gas operations are
indirectly subject to various laws and governmental
regulations concerning environmental matters, as well as
employee safety and health within the United States.  The
Company does not believe that it has any direct responsibility
for or control over these matters as it does not act as
operator of any oil or gas wells.

         The Company is advised that oil and gas operations are
subject to particular and extensive environmental concerns,
hazards, and regulations.  Among these regulations would be
included the Toxic Substance Control Act; Resource
Conservation and Recovery Act; The Clean Air Act; The Clean
Water Act; The Safe Drinking Water Act; and The Comprehensive
Environmental Response, Compensation and Liability Act (also
known as Superfund).  Oil and gas operations are also subject
to Occupational Safety and Health Administration (OSHA)
regulations concerning employee safety and health matters. 
The United States Environmental Protection Agency (EPA), OSHA,
and other federal agencies have the authority to promulgate
regulations that have an impact on all oil and gas operations.

         In addition, various state and local authorities and
agencies also impose and regulate environmental and employee
concerns per-taining to oil and gas production, such as The
Texas Railroad Commission.  Often, though not exclusively,
compliance with state environmental and employee regulations
constitutes an exemption or compliance with federal mandates
and regulations.

         As indicated above, the Company does not have any direct
control over or responsibility for insuring compliance with
such environmental or employee regulations as they primarily
pertain to the operator of oil and gas wells and leases.  In
no instances does the Company act as the operator.  The effect
of a violation by an Operator of a well in which the Company
had a working interest would be that the Company may incur its
pro-rata share of the cost of the violation.

         In all events, the Company is not aware of any instance
in which it was found to be in violation of any environmental
or employee regulations or laws, and the Company is not
subject to any present litigation or claims concerning such
matters.  It should be noted, however, that in some instances
the Company could in the future incur liability even as a non-
operator for potential environmental waste or damages or
employee claims occurring on oil and gas properties or leases
in which the Company has an ownership interest.



I
TEM 2.          PROPERTIES


         (a)  Oil and Gas Mineral Interests and Royalties 

         The Company owns perpetual mineral interests which total
approximately 4,600 net mineral acres, of which approximately
1,100 net acres are producing.  These mineral interests are
located in 110,000 gross acres in Duchesne, Uintah, Wasatch
and Carbon Counties in Utah, and approximately 40 net mineral
acres in La Plata County, Colorado, and San Juan County, New
Mexico.

         In 1993, the Company purchased a carved out production
payment in Medina County, Texas.  This carved out production
payment is for a fixed number of barrels, from 200 to 360
barrels per month, for which no operating expenses are charged
other than taxes.  For this reason, the carved out production
payment is similar to an overriding royalty interest rather
than a working interest.  This carved out production payment
is received from approximately 110 wells in Medina County,
Texas .  

         As of December 31, 1995, the Company was receiving
royalties from approximately 200 producing wells in the
Bluebell-Altamont field in Duchesne and Uintah Counties,
Utah.  Royalties were also received from scattered interests
in Wyoming, Colorado, New Mexico, and Texas.  Oil and gas
revenues to the Company, primarily from royalties, were
approximately $196,000 in 1995, $197,000 during 1994, and
$201,000 during 1993.  Royalty income is contingent upon
market demand, prices, producing capacity, rate of production,
and taxes, none of which are in the control of the Company. 

     The most important factor to the Company's revenue and
profit, is the price of oil and natural gas.  Oil prices have
fluctuated during the last year with posted prices for sweet
oil in Utah ranging from almost $19 in January to a low of
around $16 during the year, and back to $18 a barrel by the
end of the year.  Oil prices overall in 1995, maintained the
recovery in the latter half of 1994 from the extremely low
prices in 1993.  In early 1996 the prices have increased from
the prices of late 1995.  The market in oil prices, having
declined since late 1990, appears to have turned around, and
average oil prices may be higher in 1996 than in 1995. 
Natural gas prices were definitely higher, averaging up to $2
per MCF by the final quarter of 1995.  After hitting a low in
the summer of 1995, the average price moved upward each month. 
The cold winter of 1995-1996 has sustained these prices during
the first quarter of 1996.  However, due to the low natural
gas prices in the Rocky Mountains, Croff Oil Company's average
price for natural gas was about the same in 1995 as in 1994.


         (b)     Oil and Gas Working Interests

         In 1995, the Company purchased a working interest in the
Ash Unit in Campbell County, Wyoming.  This is a pooled field
which has operating costs equal to about one half of the net
revenue.  The Company invested primarily in a note secured by
a coal mine in 1995 and thus purchased less oil and natural
gas leases.

          In 1994, the Company purchased small working interests
in a gas well in New Mexico; a gas well in Alabama; a gas well
in Oklahoma; and a waterflood in Wyoming in which the Company
already had a working interest.  The Company spent an
aggregate of less than $25,000 on these purchases.  The
remaining cash flow of the Company was spent on acquiring the
remaining one-third interest in the producing leases in Medina
County, Texas.  While the Company does not participate in
expenses on this lease, it did loan Production Resources, Inc.
the sum of $5,500 in order to buy equipment to increase
production on this lease.  The Company expects to recover this
amount over a period of approximately 18 months.

         The Company anticipates improved income from higher
prices from its natural gas sales during the next year.  The
Company plans on resuming its oil and gas well purchases in
1996.  The Company sold its interest in one well in North
Dakota in 1995.

         In 1993, the Company sold its working interest in the
five wells which it had purchased in 1992 in Frio County,
Texas.  It determined these wells were not profitable and were
sold for salvage value.  The Company did not participate in
any other drilling in 1993 and did not purchase any further
working interests.

         In 1992, the Company purchased working interests in
eleven wells in North Dakota.  The Company sold its interest
in three of these wells at a profit during the year.  Of the
remaining wells, six are currently producing and one is
plugged and abandoned.  All are operated by outside operators.
The Company also purchased a small working interest in a well
in Lea County, New Mexico.

         In 1991, the Company participated (less than a 1%
interest) in the successful drilling of a natural gas well in
Utah.  In 1990, the Company participated in a rework of a Utah
well, and purchased small working interests in 7 wells in
North Dakota, Wyoming, and Louisiana.  The Company owns an
interest in two gas wells in Beaver County, Oklahoma, and owns
an interest in two gas wells in Rio Blanco County, Colorado,
one gas well in Washington County, Colorado, and seven wells
in the Bluebell-Altamont field in Northeastern Utah.  

         Except for purchasing a small interest in the one well in
1991, and another in 1995, the Company has not engaged in
drilling activity.  The Company has participated in the
reworking of two existing wells, one in Utah and one in North
Dakota.  The Company participates in new wells drilled by
other operators as a royalty owner.  A royalty owner generally
receives a smaller interest, but does not share in the expense
of drilling or operating the wells.                                
         During 1993 the Company received a royalty interest in
four wells drilled in the Bluebell-Altamont field in Utah. 
The Company is not involved in any current drilling activity,
but may participate in drilling ventures during the next
fiscal year.


                                     ESTIMATED PROVED RESERVES,
                               FUTURE NET REVENUES AND PRESENT VALUES

         The Company's interests in proved developed and
undeveloped oil and gas properties have been evaluated by
management for the fiscal years ending December 31, 1995, 1994
and 1993.  All of the Company's reserves are located within
the continental United
States.  The following table summarizes the Company's estimate
of proved oil and gas reserves at December 31, 1995, 1994 and
1993.
____________________________________________________________________________

                              Reserve Category          
As of     Proved Developed      Proved Undeveloped            Total
12/31   Oil (Bbls)  Gas (Mcf)  Oil (Bbls)  Gas (Mcf)  Oil (Bbls)  Gas (Mcf)

1993    57,564      153,328     20,054      24,993     77,618     178,321
1994    56,772      167,394     17,047      21,246     73,819     188,640
1995    53,508      204,865     17,047      13,111     70,555     217,976      
__________________________________________________________________________

         The estimated future net revenues (using December 31,  prices
and costs for each respective year, and the present value of future
net revenues (discounted at 10%) for the Company's proved developed
and proved undeveloped oil and gas reserves for the years ended
December 31, 1993, 1994, and 1995 are summarized as follows:
_______________________________________________________________________________


<TABLE>
<S>     <C>          <C>               <C>         <C>                    <C>           <C>                
                                                      
         Proved Developed                  Proved Undeveloped                        Total        
___________________________________________________________________________________________________________
                      Present                         Present                              Present
        Future       Value of             Future      Value of                Future       Value of
As of   Net          Future Net          Net         Future Net               Net          Future Net
12/31    Revenue      Revenue             Revenue     Revenue                 Revenue      Revenue    
1993      $ 760,586   $ 487,219         $ 284,954   $ 182,977              $ 1,045,540  $ 670,196
1994      $ 843,349   $ 528,504         $ 254,226   $ 200,831              $ 1,097,465  $ 729,335
1995     $ 866,034   $ 539,782         $ 246,791   $ 196,504              $ 1,112,824  $ 736,287
___________________________________________________________________________________________________________
</TABLE>

         "Proved developed" oil and gas reserves are reserves that can
be expected to be recovered from existing wells with existing
equipment and operating methods.  "Proved undeveloped" oil and gas
reserves are reserves that are expected to be recovered from new
wells on undrilled acreage, or from existing wells where a relative
major expenditure is required for recompletion.

         For additional information concerning oil and gas reserves,
see the Supplemental Information - Disclosures About Oil and Gas
Producing Activities - Unaudited, included with the Financial
Statements filed as a part of this report.

         Since December 31, 1994, the Company has not filed any
estimates of its oil and gas reserves with, nor were any such
estimates included in any reports to, any state or federal
authority or agency, other than the Securities and Exchange
Commission.


                                             Oil and Gas Acreage

         During the last five fiscal years, the Company decreased its
holdings in undeveloped oil and gas leases and generally retained
its holdings in developed oil and gas leases.  The Company's
acreage position was relatively static during the fiscal years
ending December 31, 1993, 1994 and 1995.

         "Developed Acreage" consists of lease acres spaced or
assignable to production on wells having been drilled or completed
to a point that would permit production of commercial quantities of
oil or gas.  "Gross Acreage" is defined as total acres in which the
Company has any interest; "Net Acreage" is the actual number of
mineral acres in which the mineral interest is owned entirely by
the Company.  All developed acreage is held by production.

         The acreage is concentrated in Utah, Texas, Oklahoma and
Alabama widely dispersed in Colorado, Montana, New Mexico, North
Dakota, and Wyoming.



                                   COMPANY'S INTEREST IN PRODUCTIVE WELLS
                                               (Gross and Net)

         The following table shows the Company's interest in productive
wells as of December 31, 1995.

                 Oil Wells (1)                             Gas Wells (2)
                 Gross     Net                             Gross     Net
                 359      36.9                              10       .75

(1)      Primarily located in the Bluebell-Altamont field in
         Northeastern Utah, and Taylor-Ina field, Medina County, Texas.
(2)      Primarily located in Rio Blanco and LaPlata Counties,
         Colorado, Beaver County, Oklahoma, and San Juan County, New
         Mexico.


                                      HISTORICAL PRODUCTION TO COMPANY


         The following table shows approximate net production to the
Company of crude oil and natural gas for the years ended December
31,  1993, 1994, and 1995:
_________________________________________________________________
                           Crude Oil                       Natural Gas
                         (Barrels)                (Thousands of Cubic Feet)
                                                              MCF 
                                                                  
Year Ended Dec. 31, 1993:    8,680                         23,903
Year Ended Dec. 31, 1994:    8,823                         30,884
Year Ended Dec. 31, 1995:    8,278                         35,250 
                                                                  
                                                                  
                                                                              
______________________________________________________________

         There are no delivery commitments with respect to the above
production of oil and natural gas, except on wells in which the
Company has a royalty interest.  The Company is unaware of the
circumstances of any delivery commitments on royalty wells.



               AVERAGE SALES PRICE AND COSTS BY GEOGRAPHIC AREA

         The following table shows the approximate average sales price
per barrel (oil) and Mcf (1000 cubic feet of natural gas), together
with production costs for units of production for the Company's
production revenues for 1993, 1994 and 1995.  

___________________________________________________________________________
                                    1993            1994              1995

 Average sales price 
  per bbl of oil                 $ 17.05          $15.59           $15.62
 Average production cost 
  per bbl                        $  5.47          $ 4.62           $ 4.70
 Average. sales price 
  per Mcf of natural gas         $  2.17          $ 1.68           $ 1.40
Average production cost 
  per Mcf of natural gas         $   .50          $  .49           $  .47
  _______________________________________________________________________

         The average production cost for oil was stable in 1995 when
compared to 1994, $4.62 per barrel in 1994 and $ 4.70 per barrel in
1995.  The average production cost is dependent on the percent of
working interest wells to total production.  The Company's purchase
of a "carved out" production interest which is free of operating
expenses in 1994, nearly offset higher operating costs and workover
costs on existing wells in 1995, resulting in a slight increase in
overall production costs during the last  year.

         The average production cost for natural gas remained stable
the last three years, $0.50 in 1993, $0.49 in 1994, and $0.47 in
1995.  This was caused by increased sales of natural gas against a
fixed operating cost, and higher gas production from royalty wells,
resulting in a lower price per MCF.  

         The Company's oil and gas operations are conducted by the
Company through its corporate headquarters in Denver, Colorado.  


         (c)     Mining Interests

         The Company has an indirect interest in coal leases in
Sullivan County, Indiana.  These coal leases are security for a
promissory note in which the Company holds a 2% interest.  The
leases were operated as the Buck Creek Coal Mine during 1995, but
were shut down at the end of 1995, due to cancellation of a
contract by the purchasing utility.  The Company has not made any
reserve estimates of coal in place on such leases as the interest
is indirect and the Company does not anticipate that the mine will
be operated in the future.  The Company expects the mine to be sold
and the equipment liquidated at the present time.

         The Company currently has no mining operations on its mineral
interests.  The Company owned patented mining claims in Tooele
County, Utah which had a cost basis of $6,855.  Management wrote
off their value for financial reporting purposes in 1985.  In early
1992, these claims were sold for $100. 


         (d)  Corporate Offices and Employees

         The corporate offices are located at 1433 Seventeenth Street,
Suite 220, Denver, Colorado  80202.  The Company is not a party to
any lease but currently pays $1,400 a month to Jenex Operating
Company, which is partially owned by the Company's president, for
office space and all office services, including rent, phone, office
supplies, secretarial, land, and geology.  The Company's office
expenses are approximately $17,000 per year.  The Company's
agreement with Jenex committed it to continuing this office sharing
arrangement through 1992.  Currently the Company is continuing this
arrangement on a month-to-month basis.  The Company believes this
arrangement is below true market rate for equivalent facilities and
services.

         The Company currently has five (5) directors.  The Company has
three (3) part-time employees, a president and two assistant
secretaries employed at the Company's corporate offices.  None of
the officers or employees are represented by a union.
(e)  Foreign Operations and Subsidiaries

         The Company has no foreign operations, exports, or
subsidiaries.



ITEM 3.  LEGAL PROCEEDINGS

         There are no legal actions of a material nature in which the
Company is engaged.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's 1995 annual meeting was held at the Croff Oil
Company office in Denver, CO on February 28, 1996.  The Company
solicited proxies on the following matters, with the results of the
balloting being as follows:
                                
                                   RESULTS
Election of Directors             Approval of Auditors
Gerald L. Jensen                  For:    283,284
For:     283,649                  Against
Abstain:   1,200                  Abstain:    800
Richard H. Mandel, Jr.            Class A Preferred Shares
For:     278,649                  For:    272,919
Abstain:   5,360                  Against:  10,415
Dilworth A. Nebeker               Abstain:     750
For:     255,248                  Special Class B Shares
Abstain:   9,593                  For:     282,709
Edwin Peiker                      Against:     625
For:     278,649                  Abstain:     750
Abstain    5,360
Julian Jensen
For:     278,649
Abstain:   5,360




                                                   PART II


ITEM 5.  MARKET FOR REGISTRANT'S SECURITIES AND RELATED
                 STOCKHOLDER MATTERS

         In November 1991, the stock was reverse split 1 for 10 and the
current trading range of approximately $1.00 bid $1.10 asked, was
established.  The pink sheets must be considered an arbitrary
broker listing rather than an actual trading range.  No assurance
can be given that the stock will trade in such range, or at all. 
In all events, there is almost no trading in the Company's
securities.  The following tabulation represents the limited
reported transactions known to the Company or reported on the local
inter-dealer quotation system (pink sheets) during the last three
years.  There is no precise information available to the Company
with respect to transactions in the pink sheets during the last
twelve months, since only a very limited market exists for trading
the shares.  
_______________________________________________________________

                                          BID RANGE  (1), (2), (3)

Calendar Quarter                              Bid     Asked   
1993:
         First Quarter                    $1.00     $1.10
         Second Quarter                   $1.00     $1.10
         Third Quarter                    $1.00     $1.10  
         Fourth Quarter                   $1.00     $1.10  

1994:
         First Quarter                    $1.10     $1.20
         Second Quarter                   $1.00     $1.10
         Third Quarter                    $1.00     $1.10  
         Fourth Quarter                   $1.00     $1.10  

1995:
         First Quarter                    $1.00     $1.10
         Second Quarter                   $1.00     $1.10
         Third Quarter                    $1.00     $1.10
         Fourth Quarter                   $1.10     $1.20
_________________________________________________________________

         (1)     Only a few transactions resulting in the transfer of
                 stock took place in 1993, 1994 or 1995.      


         (2)     In 1991, the Company tendered for its own 1:10 reverse
                 split shares at $1.00 per share net to the shareholder. 
                 Approximately 29,000 shares were purchased by the
                 Company.  All prices shown are following the
                 implementation of the reverse split.

         (3)     The Company repurchased approximately 10,000 of its
                 shares for its treasury in 1995 at $1.00 and $1.05 per
                 share from an estate and a bankruptcy trustee.

         As of December 31, 1995, there were approximately 1,200
holders of record of the Company's common stock.   The Company has
never paid a dividend and has no present plan to pay any dividend.











ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<S>                               <C>             <C>               <C>              <C>            <C>      
   
______________________________________________________________________________________________________________
                                 Fiscal Year Ended December 31:
                                     1991            1992             1993             1994           1995
______________________________________________________________________________________________________________
REVENUES
 Operations
   Oil and Gas                    $ 177,676       $ 183,171        $ 201,182         $196,780        $195,834
   Other Revenues                    13,742           6,993            7,606            6,139           9,596

Expenses                            153,773         159,670          166,854          167,080         173,919
  Net Income                         37,645          23,350           42,579          34,183           31,511
  Net Income Per Common Share (1)    .07            .04               .08            .06                  .06

Working capital
                                     89,196           50,723           74,934          74,401          26,457

Long-term debt                          --                       --                       --                  
   --                --

Total assets                         332,752         356,486           402,414         430,327        505,018

Stockholders'
 equity                              319,050         342,199           384,673         418,856        440,527
Dividends per share                    NONE           NONE                       NONE            NONE         
 NONE
_________________________________________________________________
</TABLE>

(1)      Amounts restated for reverse split in 1991.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITIONS AND RESULTS OF OPERATIONS


         (a)     Results of Operations

         Oil and gas sales for the fiscal year ended December 31, 1995,
were on par with 1994, $195,834 in 1995 versus $196,780 in 1994. 
Carved out production payments was a larger percent of the total,
and natural gas production from coal seam gas increased, which,
because of its low price, brought the average gas price lower.  Oil
revenue, from slightly lower total production was increased by the
higher prices. Lower prices for higher production of natural gas
was due to expiration, in 1994 and 1995, of fixed price contracts
where prices had been above market.

         While oil prices from various fields vary, the price of oil,
rose during the first quarter of the year, fell in the second
quarter, was flat in the third quarter and then rose in the fourth
quarter of 1995.  Overall the price increased by the end of the
year approximately a dollar over the beginning of the year.  This
was the first year in the last three when oil production was
essentially flat as the Company benefitted from higher prices.

         Natural gas prices were lower during the first half of 1995,
and then began to rise.  During the last half of the year, natural
gas prices rose from around $1.20 MCF to about $1.70/MCF.  Because
some of Croff's natural gas production had been locked in at higher
prices due to previous contracts, only a portion of Croff's natural
gas production benefitted because of this increase.  The natural
gas production for Croff was higher with the increase in coal seam
gas which is a lower priced product.  The oil revenues of Croff
comprise approximately seventy percent of its revenues and natural
gas is approximately thirty percent.  

         Operating costs increased from 1994 to 1995 from $51,983 in
1994 to $55,584 in 1995.  This increase in lease operating expenses
was due to higher costs in some of the Utah fields where Coastal
completed workovers on wells acquired from Linmar Petroleum
Company.  The overall strategy of the Company in using its cash
flow to purchase interests in oil and gas properties has resulted
in gradual increases in net oil and gas production.  The Company
has sold or abandoned its interest in wells with high operational
costs.

         General and administrative costs varied little in 1995 at
$66,698 from $65,815 in 1994.  There was no shareholders meeting in
1994 and the shareholders meeting in 1995 involved a reorganization
of the Company.  There were increased accounting and legal costs
incurred as part of the proposed reorganization.  The Company's
other income in 1995 was the result of the sale of an oil well and
interest on cash and liquid assets.


         (b)     Capital Resources and Liquidity

         The Company increased its current assets in 1995 to $90,948. 
However, its current liabilities increased from $11,471 to $64,491
due investing in the promissory note secured by the coal mine in
Indiana.  The Company accumulated cash in order to pay off this
note, which was paid off on March 1, 1996.  Thus while the current
ratio of the Company at the end of December, 1995 was approximately
3:2, the current ratio in early 1996 is approximately 3:1.  The
Company is currently seeking oil and gas assets which would set its
investment criteria and would be likely to borrow funds again in
order to purchase properties which would add to its cash flow. 
Since the Company has no long term debt, it would intend to repay
any loans within less than two years.  The Company continues to
enjoy a positive cash flow that it will utilize to invest.  Because
of the recent reorganization of the Company, the Company intends to
use its cash flow for oil and gas purchases which will benefit the
new Class B preferred share stockholders, and to acquire assets
using its stock, primarily to benefit the common shareholders of
the Company.  The Company would expect that future cash positions
and liquidity will be dependent upon its success in finding
acquisitions.

         Because the Company's revenues are primarily from royalty
payments and the Company does not have significant operating
expenses, inflation is favorable to the Company.



I
TEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See index to financial statements, financial statement
schedules, and supplemental information, beginning with Page 26 
(F-l) hereof.



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                     
ACCOUNTING AND FINANCIAL DISCLOSURE


         None.


                                                  PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


         (a)(b)(c)  Identification of Directors, Officer and Signifi-
cant Employees.

         The Croff Board consists of Gerald L. Jensen, Dilworth A.
         Nebeker, Richard H. Mandel, Edwin W. Peiker, 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 is provided with respect
         to each officer and director of the Company as of March 1,
         1996.


GERALD L. JENSEN, 56, PRESIDENT AND DIRECTOR. 

         President of Croff Oil Company 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.  

RICHARD H. MANDEL, JR., 66, DIRECTOR.

         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 which is listed on the
         American Stock Exchange.

DILWORTH A. NEBEKER, 55, DIRECTOR.

         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 nine 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.  


EDWIN W. PEIKER, JR., 64, DIRECTOR AND SECRETARY.

         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
         primarily engaged in mine evaluation and resource analysis.  


JULIAN D. JENSEN, 48, DIRECTOR

         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.


         The Company has no knowledge of any arrangements or
understandings between directors or any other person pursuant to
which any person was or is to be nominated or elected to the office
of director of the Company.



ITEM 11.  EXECUTIVE COMPENSATION


         (a)  Remuneration

         During the fiscal year ended December 31, 1995, there were no
officers, employees or directors whose total cash or other
remuneration exceeded $60,000.

<TABLE>
         <S>             <C>             <C>               <C>                      <C>
____________________________________________________________________________________________________________
                                         Summary Compensation Table
                                           1995   Compensation of C.E.O. (1)

         Salary          Bonus            Other            Stock Options            Total All
                                                                                    Compensations

         $48,000 per        0               0                   0                   $48,000
            annum        
____________________________________________________________________________________________________________
</TABLE>
                                                          
      (1)  Gerald L. Jensen is employed part time as the President
              and C.E.O. of Croff Oil Company.


         Directors, excluding the President, are not paid a set salary
by the Company, but are paid $250 for each half-day board meeting
and $350 for each full-day board meeting.  
                                                           

         (b)  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.  

         Based on the current remuneration, for the fiscal year ending
December 31, 1996, no officer or director shall receive total cash
remuneration in excess of $60,000.


         (c)  Options, Warrants or Rights

         Directors were authorized and issued stock warrants in 1991,
that essentially provide each director a warrant to purchase 10,000
shares of the Company's stock at $1.00 per share through 1995.  The
President's warrant is for 20,000 shares.
         
         The warrants to purchase stock were extended for four more
years at the Board of Directors meeting on November 1, 1995.  The
expiration date of the warrants is December 31, 1999.

         The chart below sets out the terms and value of the above
warrants to all officers and directors.

<TABLE>
<S>                      <C>                      <C>                      <C>               <C>           _
__________________________________________________________________________________________________________
                                 Current Officers and Directors Warrants (1)

                         Warrant to               Termination              Exercise                 Current
Value
                            Buy                       Date                   Price           (Estimated) (2)

Each Director except
 President               10,000 shares              12/31/99                 $ 1.00                    $ 1,100

President                20,000 shares              12/31/99                 $ 1.00                    $ 2,200
____________________________________________________________________________________________________________
</TABLE>

         (1)     All warrants were granted in November, 1991.  None have
                 been exercised.

         (2)     Current stock price $1.00 - $1.10.  Warrant value
                 estimated at 10% of current stock price.  There is no
                 market for warrants and extremely limited market for
                 stock.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT


         (a)(b)  Security Ownership of Certain Beneficial Owners and
                 Management


         The following table sets forth the beneficial ownership of
Common Stock of the Company as of December 31, 1995, by (a) each
person who owned of record, or beneficially, more than five (5%)
percent of the Company's $0.10 par value common stock, its only
class of outstanding voting securities, and (b) each director and
nominee and all directors and officers as a group.

                                          Shares           Percentage of
                                          Beneficially       Class of
                                          Owned                 Stock
_________________________________________________________________

Jensen Development Company(1)             132,130            25.58%
1433 Seventeenth Street, Suite 220
Denver, Colorado 80202

Gerald L. Jensen                          71,215 (2)         13.22%
1433 Seventeenth Street, Suite 220 
Denver, CO 80202

Edwin W. Peiker, Jr.                      14,000 (2)         2.66%
550 Ord Drive
Boulder, CO  80401

Dilworth A. Nebeker                       11,300 (2)          2.15%
201 East Figueroa Street
Santa Barbara, CA  93101

Richard H. Mandel, Jr.                    10,100 (2)          1.92%
3333 E. Florida #94
Denver, Colorado  80210

Julian D. Jensen                          46,532 (2)(3)      8.84%   
South State Street, Suite 380 
Salt Lake City, Utah  84111

   
   Directors as a Group                   285,277            49.48% 
_________________________________________________________________

(1)      Jensen Development Company is wholly owned by Gerald
         L. Jensen.  

(2)      Includes a warrant to purchase 10,000 shares of the Company's
         stock at $1.00 per share, expiring December 1999.  Mr. Gerald
         Jensen's warrant is for 20,000 shares.  None of the warrants
         have been exercised.  

(3)      Includes shares held in Jensen Family Trust (21,432) and
Jensen Revocable Trust (10,100) in which Julian D. Jensen is the
Trustee and approximate 33% beneficial owner.  Mr. Gerald L. Jensen
holds an approximate 38% beneficial interest in these Trusts. 
         


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company currently is in an office sharing arrangement with
Jenex Corporation, hereafter "Jenex", a company in which the
President, Gerald L. Jensen, is a 50% shareholder.  Jenex provides
offices, phone, office supplies, photocopier, fax, and all normal
and customary office services.  In addition, the Company shares two
assistant secretaries who are paid by Jenex.  Jenex also provides
assistance from a geologist.  Croff currently reimburses Jenex
$1,400 per month for all of these expenses.  These arrangements
were entered into in order to reduce the Company's overhead.  The
Company is currently continuing this arrangement on a month-to-
month basis. In the opinion of management, the amounts paid by
Croff to Jenex for the lease, equipment use, and other services is
below the cost for such items if independently obtained. 
 

         The Company retains the legal services of Jensen, Duffin,
Carman, Dibb & Jackson.  Julian Jensen, a director, as a
professional corporation, is part of this association.  Legal fees
paid to this law firm for the years ending 1995, 1994 and 1993 are,
respectively, $2,221, $370, and $1,594.



ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                  REPORTS ON FORM 8-K


         (a)(1)          Financial Statements.  See index to financial
statements, financial statement schedules, and supplemental
information as referenced in Part II, Item 8, and the financial
index on Page F-1 (p.26) hereof.  These reports are attached as
Exhibits and are incorporated herein.


         (b)  Reports on Form 8-K

                 None.


<PAGE>



         (c)  Exhibit Index

         I.      Report of Independent Certified Public Accountants

         II.     Proxy Statement for Meeting on February 28, 1996

         III.    Carbon Opportunities, L.L.C. Corporate Articles and By-
                 Laws

         IV.     Memo and Letter from Carbon Opportunities, L.L.C. dated 
                 February 8, 1996 and December 26, 1995.

         V.      Letter to Production Resources, Inc., dated March 4,
                 1996.




<PAGE>
                                                                 Page Number

I.       Financial Statements

         Report of Independent Certified Public Accountants. . . . . .F-2

         Balance Sheet - December 31, 1994 and 1995. . . . . . . . . .F-3

         Income Statement - Years ended December 31, 1993, 
           1994 and 1995 . . . . . . . . . . . . . . . . . . . . . . .F-5

         Statement of Stockholders' Equity - Years ended 
           December 31, 1993, 1994 and 1995. . . . . . . . . . . . . .F-6

         Statement of Cash Flows - Years ended December 31, 
           1993, 1994 and 1995 . . . . . . . . . . . . . . . . . . . .F-7

         Notes to Financial Statements . . . . . . . . . . . . . . . .F-8

II.      Supplemental Information - Disclosures about Oil and 
           Gas Producing Activities - Unaudited. . . . . . . . . .. . F-13


                  REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Stockholders
Croff Oil Company


We have audited the balance sheet of Croff Oil Company at December 31,
1994 and 1995, and the related statements of income, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1995.  These financial statements are the responsibility
of management.  Our responsibility is to express an opinion on them
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Croff Oil
Company as of December 31, 1994 and 1995, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the financial statements, the Company
changed its method of accounting for marketable equity securities in
1993.



Denver, Colorado 
March 18, 1996                                   CAUSEY DEMGEN & MOORE INC.
                                                        





<TABLE>                                                                                          

<S>                                                                              <C>                  <C>                        
                                                                                                              
ASSETS

                                                                                  1994                 1995   
Current assets:
    Cash, including an interest bearing 
       account of $13,953 (1994) and 
       $28,051 (1995)                                                            $ 19,385             $ 37,933
    Marketable equity securities                                                   24,250               15,500
    Accounts receivable:
       Oil and gas purchasers                                                      26,684               28,425
       Refundable income taxes                                                     10,053                4,290
    Note receivable                                                                 5,500                4,800

              Total current assets                                                 85,872               90,948

Property and equipment, at cost:
    Oil and gas properties, successful 
       efforts method:
          Proved properties                                                       457,198              457,874
          Unproved properties                                                     110,051              110,051

                                                                                  567,249              567,925

    Less accumulated depletion and 
       depreciation                                                              (222,794)            (249,154)

                                                                                  344,455              318,771

    Furniture, fixtures and equipment                                               4,536                    -
       Less accumulated depreciation                                               (4,536)                   -

                                                                                        -                    -

              Net property and equipment                                          344,455              318,771

Coal investment (Note 2)                                                                -               95,299

                                                                                 $430,327             $505,018
                                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                  1994                 1995   
Current liabilities:
    Accounts payable                                                             $ 10,934             $ 10,829
    Accrued liabilities                                                               537                3,662
    Note payable (Note 2)                                                               -               50,000

          Total current liabilities                                                11,471               64,491

Commitments (Notes 2, 4 and 9)

Stockholders' equity (Notes 5 and 10):
    Common stock, $.10 par value; 
       20,000,000 shares authorized, 
       579,143 shares issued                                                       57,914               57,914
    Capital in excess of par value                                                909,983              909,983
    Accumulated deficit                                                          (476,235)            (444,724)

                                                                                  491,662              523,173
    Less treasury stock at cost, 
       52,788 shares (1994) and 
       62,628 shares (1995)                                                       (72,806)             (82,646)

          Total stockholders' equity                                              418,856              440,527

                                                                                 $430,327             $505,018
                                                                       1993              1994              1995   
Revenue:
   Oil and gas sales (Note 8)                                        $201,182          $196,780          $195,834
   Gain (loss) on disposal of oil and 
       gas properties                                                     645            (1,656)            5,289
   Other income                                                         7,606             6,139             4,307

          Total revenue                                               209,433           201,263           205,430

Costs and expenses:
   Lease operating expense                                             59,346            51,983            55,584
   General and administrative 
       (Note 3)                                                        69,633            65,815            66,698
   Rent expense - related party
       (Note 4)                                                        16,800            16,800            16,800
   Depreciation and depletion                                          21,075            32,482            30,245
   Interest                                                                 -                 -             4,592

          Total costs and expenses                                    166,854           167,080           173,919

Net income (Note 6)                                                  $ 42,579          $ 34,183          $ 31,511

Net income per share (Note 7)                                        $    .08          $    .06          $    .06
                                                                                                 Capital in
                                                       Common Stock                 excess of       Treasury     Accumulated
                                                         Shares           Amount       par value       stock        deficit  

Balance, December 31, 1992                       579,143          $57,914       $909,983      $(72,701)     $(552,997)

   Purchase of 100 shares of 
       Treasury stock                               -                -                -           (105)      


   Net income for the year ended 
       December 31, 1993                             -                -               -                   -42,579

Balance, December 31, 1993                        579,143           57,914      909,983        (72,806)  (510,418)

   Net income for the year ended 

Balance, December 31, 1994                       579,143           57,914       909,983        (72,806)   (476,235)

   Purchase of 9,840 shares of 
       treasury stock (Note 5)                      -                -               -          (9,840)        -

   Net income for the year 
       ended December 31, 1995                      -                -              -               -      31,511
                                                 1993              1994              1995   

Cash flows from operating activities:
   Net income                               $ 42,579          $ 34,183          $ 31,511
   Adjustments to reconcile net income 
       to net cash provided by 
       operating activities:
          Depreciation and depletion         21,075            32,482            30,245
          Loss (gain) on disposal of 
             properties                       (645)            1,656            (5,289)
          Loss (gain) on marketable equity 
             securities                     (4,080)            4,250               (60)
          Bad debt expense                   2,250             3,000                 -
          Change in assets and liabilities:
             Decrease (increase) in accounts
                 receivable                 (4,869)            3,558             4,022
             Increase (decrease) in accounts 
                 payable                     2,320            (5,046)             (105)
             Increase (decrease) in accrued 
                 liabilities                 1,134            (1,224)            3,125

                   Total adjustments         17,185            38,676            31,938

   Net cash provided by operating activities 59,764            72,859            63,449

Cash flows from investing activities:
   Note receivable                              -            (5,500)              700
   Proceeds from sale and leases of 
       property                              51,307             1,500            11,285
   Purchase of oil and gas interests        (90,000)          (70,354)          (10,557)
   Purchase of marketable equity securities (16,660)                -                 -
   Proceeds from sale of marketable 
       equity securities                      8,910                 -             8,810
   Purchase of coal investment                  -                 -          (100,000)
   Distributions from coal investment           -                 -             4,701

   Net cash used in investing activities    (46,443)          (74,354)          (85,061)

Cash flows from financing activities:
   Purchase of treasury stock                 (105)                -            (9,840)
   Proceeds from note payable                   -                 -            50,000

   Net cash provided by (used in) 
       financing activities                   (105)                -            40,160

Increase (decrease) in cash                  13,216            (1,495)           18,548

Cash at beginning of year                    7,664            20,880            19,385

Cash at end of year                       $ 20,880          $ 19,385          $ 37,933

Supplemental disclosure of cash information:

   During the year ended December 31, 1995, the Company paid cash for
   interest in the amount of $4,138.

                                                 See accompanying notes.
                                                           
                                                        F-7
</TABLE>
                                               
1. Summary of significant accounting policies

Croff Oil Company (the Company) is engaged in the business of oil
and gas exploration and development, primarily through ownership of
perpetual mineral interests and acquisition of oil and gas leases.

A summary of the Company's significant accounting policies is as
follows:

Use of estimates:

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

Marketable equity securities:

In 1993, the Company changed its method of accounting for
marketable equity securities as a result of adopting Statement of
Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities.  This statement provides
for reporting certain equity securities at fair value, with
unrealized gains and losses included in earnings.  The effect of
this change on the operating results for the year ended December
31, 1993 is to recognize unrealized gains of $3,251 in earnings. 
The aggregate cost of marketable equity securities at December 31,
1994 and 1995 was $25,249 and $8,590, respectively.

Accounts receivable:

The Company considers accounts receivable to be fully collectible;
accordingly, no allowance for doubtful accounts is required.  If
amounts become uncollectible, they will be charged to operations
when that determination is made.

Oil and gas property and equipment:

The Company follows the "successful efforts" method of accounting
for its oil and gas properties.  Under this method, all property
acquisition costs and costs of exploratory and development wells
are capitalized when incurred, pending determination of whether the
well has proven reserves.  If an exploratory well does not result
in reserves, the capitalized costs of drilling the well, net of any
salvage, are charged to expense.  The costs of development wells
are capitalized, whether the well is productive or nonproductive. 

The Company annually evaluates the net present value of future cash
flows, by lease, and records a loss if necessary, when net book
value exceeds projected discounted cash flow.  The acquisition
costs of unproved properties are assessed periodically to determine
whether their value has been impaired and, if impairment is
indicated, the costs are charged to expense.

Geological and geophysical costs and the costs of carrying and
retaining undeveloped properties (including delay rentals) are
expensed as incurred.  Capitalized costs are amortized on a units-
of-production method based on estimates of proved developed
reserves.

Other property and equipment:

Depreciation is provided for on the straight-line method over
estimated lives ranging from three to seven years.

Income taxes:

The provision for income taxes is based on earnings reported in the
financial statements.  Deferred income taxes are provided using a
liability approach based upon enacted tax laws and rates applicable
to the periods in which the taxes become payable.

Coal investment:

The investment is recorded at cost.  Revenues and distributions are
recorded using the cost recovery method (see Notes 2 and 10).

Cash equivalents:

For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.

Financial statement reclassifications:

Certain reclassifications have been made to the prior years'
financial statements to conform to the 1995 presentation.

2. Coal investment

In March 1995, the Company purchased a 2% interest in a limited
liability company (LLC) in exchange for $100,000, $50,000 of which
was borrowed by the Company pursuant to a one year 10.5% bank loan,
guaranteed by the Company' president.  The LLC acquired a mortgage
note on a coal mine in Indiana, and the Company has an option to
acquire a 2% interest in the mine for a nominal payment.

In December 1995, the major purchaser of coal from the mine, a
utility, canceled the contract.  The operations at the mine have
subsequently been shut down and assets are being liquidated.  Based
upon an analysis of available assets, the Company believes that an
impairment of the recorded asset is not indicated.

3. Related party transactions

The Company retains the services of a law firm in which a partner
of the firm is a director of the Company.  Legal fees paid to this
firm for the years ended December 31, 1993, 1994 and 1995 amounted
to $1,594, $370 and $2,222, respectively.

4. Operating lease commitments

The Company has a month-to-month agreement with an affiliated
company to provide for office services and sublease office space
for $1,400 per month.

5. Common stock

On November 1, 1991, the Company's shareholders approved the
issuance of warrants to purchase 60,000 shares of the Company's
common stock at $1.00 per share to members of the Company's Board
of Directors.  During 1995, the warrants were extended and are
exercisable at any time through December 31, 1999.  The warrants
must be exercised for not less than 5,000 shares at any time of
exercise.  As of December 31, 1995, no warrants have been
exercised.

6. Income taxes

At December 31, 1995, the Company had net operating loss carry-
forwards of approximately $550,500, which, if not used, will expire
as follows:

                 Year of expiration                       Amount 

                       1997                             $ 10,500
                       1998                               93,000
                       2000                              447,000

                                                        $550,500

In addition, the Company has a depletion carryover of approximately
$512,000 which has no expiration date.

The Company did not record an income tax provision for the years
ended December 31, 1993, 1994 and 1995 due to the utilization of a
tax loss carryforward for each of the years.  The recognized tax
benefit of the utilized carryforward was $7,600, $7,500 and $8,400
for each of the years ended December 31, 1993, 1994, and 1995,
respectively.  The Company has a financial statement loss carryover
of approximately $433,000 remaining at December 31, 1995.  The
difference in financial statement and tax return loss carryovers is
principally the difference in the timing of deducting intangible
drilling costs.  Income tax credit carryovers for financial and tax
purposes approximate $2,700 from pre-1986 transactions.

As of December 31, 1994 and 1995, total deferred tax assets,
liabilities and valuation allowance are as follows:

                                                 1994             1995  

   Deferred tax assets resulting from loss 
       carryforwards                           $222,000         $205,000
   Deferred tax liabilities                     (44,000)         (44,000)
   Valuation allowance                         (178,000)        (161,000)

                                              $      -         $      -

7.Income per share

Income per share information is based on the weighted average
number of shares of common stock outstanding during each year,
approximately 526,000 shares in 1993 and 1994, and 521,000 shares
in 1995.

8. Major customers

Customers which accounted for over 10% of revenues were as follows
for the years ended December 31, 1993, 1994 and 1995:

                                     1993            1994             1995  
          Oil and gas:
              Customer A            23.9%            20.0%            25.3%
              Customer B            19.2%            12.5%            11.9%
              Customer C               *             16.3%            15.6%

    * - less than 10%

9. Contingent note payable

The Company executed a $50,000 note payable on October 1, 1993 to
an individual in conjunction with an agreement to purchase certain
oil and gas leases in Medina County, Texas.  Pursuant to the
agreement, the note bore interest at 8% and was due on September
30, 1994.  Payment of the note principal and interest was
contingent upon obtaining the one-third interest assignment of the
underlying oil and gas leases.  During the year ended December 31,
1994, certain assignments were received and the Company paid
$45,000 in full settlement of its obligation under the note.

10.Subsequent events

On February 28, 1996, the shareholders of the Company approved the
creation of 5,000,000 authorized Class A Preferred shares and
520,000 authorized Special Class B Preferred shares.  The
shareholders also approved the issuance of the Special Class B
Preferred shares to existing shareholders of the Company on the
basis of one share per each share of common stock currently held,
to operate and pledge the oil and gas assets of the Company for the
benefit of the Special Class B Preferred shares, and to change the
name of the Company to Croff Enterprises, Inc.

In November, 1982, the Financial Accounting Standards Board issued and
the SEC adopted Statement of Financial Accounting Standards No. 69
(SFAS 69) "Disclosures about Oil and Gas Producing Activities".  SFAS
69 requires that certain disclosures be made as supplementary
information by oil and gas producers whose financial statements are
filed with the SEC.  These disclosures are based upon estimates of
proved reserves and related valuations by the Company.  No attempt is
made in this presentation to measure "income" from the changes in
reserves and costs.

The standardized measure of discounted future net cash flows relating
to proved reserves as computed under SFAS 69 guidelines may not
necessarily represent the fair value of Croff's oil and gas properties
in the market place.  Other factors, such as changing prices and costs
and the likelihood of future recoveries differing from current
estimates, may have significant effects upon the amount of recoverable
reserves and their present value.

The standardized measure does not include any "probable" and
"possible" reserves which may exist and may become available through
additional drilling activity.

The standardized measure of discounted future net cash flows is
developed as follows:

1.       Estimates are made of quantities of proved reserves and the
         future periods during which they are expected to be produced
         based on year-end economic conditions.

2.       The estimated future production of proved reserves is priced on
         the basis of year-end prices except that future prices of gas
         are increased for fixed and determinable escalation provisions
         in contracts (if any).

3.       The resulting future gross revenue streams are reduced by
         estimated future costs to develop and produce the proved
         reserves, based on year-end cost and timing estimates.

4.       A provision is made for income taxes based upon year-end
         statutory rates.  Consideration is made for the tax basis of the
         property and permanent differences and tax credits relating to
         proved reserves.  The tax computation is based upon future net
         cash inflow of oil and gas production and does not contemplate
         a tax effect for interest income and expense or general and
         administrative costs.

5.       The resulting future net revenue streams are reduced to present
         value amounts by applying a 10% discount factor.                
                                   (Continued)

Changes in the standardized measure of discounted future net cash
flows are calculated as follows:

1.       Acquisition of proved reserves is based upon the standardized
         measure at the acquisition date before giving effect to related
         income taxes.

2.       Sales and transfers of oil and gas produced, net of production
         costs, are based upon actual sales of products, less associated
         lifting costs during the period.

3.       Net changes in price and production costs are based upon changes
         in prices at the beginning and end of the period and beginning
         quantities.

4.       Extensions and discoveries are calculated based upon the
         standardized measure before giving effect to income taxes.

5.       Purchase of reserves are calculations based on increases from
         the Company's acquisition activities.

6.       Revisions of previous quantity estimates are based upon quantity
         changes and end of period prices.

7.       The accretion of discount represents the anticipated
         amortization of the beginning of the period discounted future
         net cash flows.

8.       Net change in income taxes primarily represents the tax effect
         related to all other changes described above and tax rate
         changes during the period.

All of the Company's oil and gas producing activities are in the
United States.

Oil prices

During the year ended December 31, 1995, crude oil prices and natural
gas prices remained relatively flat.  The ultimate amount and duration
of oil and gas price fluctuations and their effect on the
recoverability of the carrying value of oil and gas properties and
future operations is not determinable by management at this time.

              RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES

The results of operations for oil and gas producing activities,
excluding capital expenditures, corporate overhead and interest costs,
are as follows for the years ended December 31, 1993, 1994 and 1995:

                                    1993             1994             1995  

    Revenues                      $201,182         $196,780         $195,834

    Lease operating costs           59,346           51,983           55,584
    Depletion, depreciation, and 
       amortization                 21,075           32,482           30,245

                                    80,421           84,465           85,829
    Income tax expense                 -                -                -


    Results of operation from producing
       activities (excluding corporate 
       overhead and 
       interest expense)          $120,761         $112,315         $110,005


                             STANDARDIZED MEASURE OF DISCOUNTED FUTURE
                                NET CASH FLOWS AND CHANGES THEREIN
                              RELATING TO PROVED OIL AND GAS RESERVES

                                                                              
   
       
    Year ended December 31,    1993                1994                1995   

Future cash inflows        $1,475,000          $1,465,000          $1,480,000
Future production and 
  developmentcosts           (430,000)           (368,000)           (367,000)

                            1,045,000           1,097,000           1,113,000
Future income tax expense       -                   -                   -

Future net cash flows       1,045,000           1,097,000           1,113,000

10% annual discount for estimated
   timing of cash flows     (375,000)           (367,000)           (377,000)

       Standardized measure of dis-
          counted future net cash 
          flows           $  670,000          $  730,000          $  736,000

The following are the principal sources of change in the standardized
measure of discounted future net cash flows:

Beginning balance         $  660,000          $  670,000          $  730,000

Evaluation of proved undeveloped 
   reserves, net of future 
   production and 
   development costs        (12,000)             18,000               6,000
Purchase of proved reserves  90,000              70,000              10,000
Sales and transfer of oil 
   and gas produced, net of 
   production costs        (142,000)           (145,000)           (140,000)
Net increase (decrease) in 
   prices and costs        (193,000)             51,500              81,000
Extensions and discoveries   33,000              16,500               7,000
Revisions of previous quantity 
   estimates                224,000                   -              36,000
Accretion of discount        10,000              49,000               6,000
Net change in income taxes       -                   -                   -
Other                            -                   -                   -

Ending balance           $  670,000          $  730,000          $  736,000

                      PROVED OIL AND GAS RESERVE QUANTITIES
                          (All within the United States)

                                   Oil reserves           Gas reserves
                                      (bbls.)                (Mcf.)   

Balance, December 31, 1992             45,744                113,700

    Revisions of previous estimates    16,054                 50,000
    Purchase of reserves               21,000                      -
    Extensions, discoveries and 
      other additions                   3,500                 38,524
    Production                         (8,680)               (23,903)

Balance, December 31, 1993             77,618                178,321

    Revisions of previous estimates     -                      -
    Purchase of reserves                3,980                 31,400
    Extensions, discoveries and 
       other additions                  1,044                  9,803
    Production                         (8,823)               (30,884)

Balance, December 31, 1994             73,819                188,640

    Revisions of previous estimates    2,514                 36,000
    Purchase of reserves               2,500                      -
    Extension, discoveries and 
       other additions                     -                 28,586
    Production                        (8,278)               (35,250)

Balance, December 31, 1995            70,555                217,976

Proved developed reserves
    December 31, 1993                 57,564                153,328
    December 31, 1994                 56,772                167,394
    December 31, 1995                 53,508                204,865

Costs incurred in oil and gas producing activities for the years ended
December 31, 1993, 1994 and 1995 are as follows:

                                     1993             1994             1995  
Property acquisition, exploration 
and development costs capitalized   $90,000          $70,354          $10,557
Production costs                     59,346           51,983           55,584
Depletion and depreciation           21,075           32,482           30,245

    EXHIBIT II.

PROXY STATEMENT

CROFF OIL COMPANY

1995 ANNUAL MEETING OF SHAREHOLDERS

February 28, 1996

        THIS PROXY STATEMENT IS BEING MAILED TO SHAREHOLDERS
OF RECORD IN CONNECTION WITH THE SOLICITATION OF THEIR
VOTE BY THE BOARD OF DIRECTORS OF CROFF OIL COMPANY (the
Company) with regard to the Annual Meeting to be held on
February 28, 1996 at 10:00 a.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.
        VARIOUS ITEMS OF IMPORTANT INFORMATION AND
ACCOUNTING FOR THE COMPANY RELATED TO THIS PROXY
STATEMENT ARE SET-OUT IN THE ENCLOSED ANNUAL REPORT ON 
FORM 10-K OR THE MOST RECENT QUARTERLY REPORT ON FORM 10-
Q.  SUCH DETAILED INFORMATION  MAY BE RELEVANT IN
REVIEWING THIS PROXY STATEMENT, BUT IS NOT REPEATED IN 
THIS DOCUMENT.  ACCORDINGLY, EACH SHAREHOLDER SHOULD
REFER TO THE FORMS 10-K & 10-Q BEFORE COMPLETING THEIR
PROXY BALLOT.  
        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 December 31, 1995.  There were
issued, outstanding and entitled to vote on such date
approximately 516,515 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 January 1, 1996. 
Actual votes cast will be determined 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
elections 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 129,129 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             13.03%

3.   Julian D. Jensen (2)&(3)                       46,532              8.68%
     Jensen Revocable Trust

4.  Directors as a Group (2)                       285,277             49.50%
___________________________________________________________________
(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
I.
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.
GERALD L. JENSEN, 55, PRESIDENT AND DIRECTOR.
        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.
RICHARD H. MANDEL, JR., 66, DIRECTOR.
        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.
DILWORTH A. NEBEKER, 54, DIRECTOR.
        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.  
EDWIN W. PEIKER, JR., 63, DIRECTOR AND SECRETARY.
        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 primarily engaged in
        mine evaluation and resource analysis. 
JULIAN D. JENSEN, 47, DIRECTOR.
        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 OF INFORMATION AS TO DIRECTORS

      
         NAME      Director Since  Compensation  Number of Shares  Percentage
                                                (Beneficial &Legal) of Issued
                                                                   Outstanding
                                                                 
GERALD L. JENSEN (1)   1985         Salary as      203,345           38.13%
                                    President:   (See Principal
                                   $48,000 - No   Shareholder Chart
                                   Benefits -     above)
                                   No Director
                                   Compensation 
                                   See Below     
                                                                                
                                                                 
DILWORTH NEBEKER        1981        Normal         11,300            2.11%
(2)                                 Director
                                    Stipend Only
                                    (See Below)    

RICHARD MANDEL          1985        Normal          10,100           1.88%   
(2)                                 Director
                                    Stipend Only
                                    (See Below)

EDWIN PEIKER, JR.       1985        Normal          14,000           2.61%
(2)                                 Director
                                    Stipend Only
                                    (See Below)

JULIAN D. JENSEN        1990        Normal           46,532          8.68%
(2) & (3)                           Director         (See Principal
                                    Stipend Only     Shareholder Chart,
                                    (See Below)      above

 
(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 managements stock rights and
options are discussed at page 22 of the enclosed and
incorporated 10-K Report.                                 
II.
Creation and Issuance of Class B 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 develop.  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 Class B shares held by each shareholder
instead of the common shares, as more particularly
described below.  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.
        If the within proposal to create the special Class
B preferred shares is adopted, management of Croff will
then enter into a Pledge Assignment whereby the company's
beneficial interest in all oil and gas or other mineral
assets, including products and revenues, (oil and gas
assets) will be irrevocably and exclusively assigned to
the Class B preferred shareholders (the current Croff
shareholders), subject only to the terms of the
Assignment, as generally outlined below.
        In essential terms, the assignment of the
beneficial interest will mean that all income or other
distributions from the oil and gas assets will only be
paid or distributed to the Class B shareholders, pro rata
to your sharehold interest.  It would further mean that
the Class B shareholders would have the exclusive right
to claim their proportional interest in the oil and gas
assets, or proceeds therefrom, in the event of the
liquidation and final distribution or other sale or
transfer of the company's assets.
        While the company will retain legal title and
ownership of the oil and gas assets for administrative,
liability and management reasons, it is intended to
beneficial interest (beneficial interest is defined for
this Proxy as that aspect or attribute of any asset or 
interest having monetary value after all normal costs of
production or operations are paid) is believed to be
subject to claims by any person or entity other than the
Class B shareholders.
        It should be understood Croff will reserve
management control over the oil and gas assets, to
include, the right to buy and sell oil and gas leases or
other interests or products, pay all normal and customary
costs of production and operations from revenues, and to
enter into farmouts, pooling agreements or operating
contracts with the oil and gas assets as is customary or
typical in the oil and gas industry.  However all such
transactions will be subject to the preservation of the
Class B shareholder's security in the beneficial interest
of such assets, or proceeds therefrom, unless released 
by the Class B shareholders pursuant to majority vote.
        It is intended that any net income (net income being
defined for this Proxy as income remaining from revenues
of oil and gas production after payment of normal costs
of production and operations) will be used either: (i) to
acquire other oil and gas interest, (ii) to buy back
preferred Class B shares if such a program is
subsequently adopted by the Board and the shareholder
elects to participate, (iii) or to pay dividend
distributions to Class B shareholders from the net income
derived from the oil and gas assets.  The company has no
present plans to pay dividends.
        The foregoing purports to be a general description
of the Pledge Assignment to be entered by Croff in favor
of the Class B shareholders if the proposed
reorganization, as described herein, is adopted by the
required number of shareholders.  Any shareholder wishing
to examine the proposed Pledge Assignment or Amended
Articles may obtain a copy of such documents by
contacting the company offices at the address indicated
at the beginning of this Proxy Solicitation and a copy
will by promptly mailed or faxed to you.
        IT IS REPRESENTED THAT WHILE MANAGEMENT HAS
ATTEMPTED TO DRAFT THE PLEDGE ASSIGNMENT TO PROVIDE
MAXIMUM PRIORITY AND PROTECTION TO THE CLASS B
SHAREHOLDERS IN RELATIONSHIP TO THIRD PARTY CREDITOR
CLAIMS; NO WARRANTY OR ASSURANCE, HOWEVER, CAN BE MADE 
THAT THE COMPANY WILL, IN ALL INSTANCES, BE SUCCESSFUL IN
ASSERTING THE PRIORITY OF THE CLASS B SHAREHOLDERS IN THE
OIL AND GAS ASSETS AS TO ANY FUTURE THIRD PARTY
CLAIMANTS.
        The company does represent the oil and gas assets
are not presently subject to any current third party
claims, liens or charges, nor does Croff presently intend
to create any future subordinate liens or encumbrances in
the oil and gas assets.
        As a net result of approval of the reorganization,
each Croff shareholder 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.
        EACH PRESENT SHAREHOLDER OF THE COMPANY SHOULD NOTE
THAT, AT PRESENT, MANAGEMENT, OR PARTIES AFFILIATED WITH
MANAGEMENT, HOLD A NEAR MAJORITY OF VOTING SHARES
(43.60%) AND WILL MOST LIKELY CONTINUE TO EXERCISE AN
EFFECTIVE CONTROL POSITION IN THE COMPANY  IN THE EVENT
OF THE CLOSE OF THE PROPOSED REORGANIZATION.  FURTHER, IT
IS ANTICIPATED THAT CEI, TO ACHIEVE ITS PURPOSES, WILL BE
REQUIRED TO RAISE ADDITIONAL CAPITAL WHICH WOULD FURTHER
REDUCE THE VOTING INTEREST OF ALL OF ITS PRESENT
SHAREHOLDERS.
        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 shareholders.
        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
reorganization.  
        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 formulated 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 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 valuations.
        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 capitalization,
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 registration
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 estimated 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
registration 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
above.
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 Company.
        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
management.  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 the 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  creation of Class A and
Class B preferred shares.
III.
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, 1996.  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
reference.
        
Dated:  January 31, 1996.
                                                          


                                 BY ORDER OF THE BOARD OF DIRECTORS

                                                                                
________________________________________                                        
 
  Gerald L. Jensen, President    


        EXHIBIT III.
        
                           STATE OF INDIANA
                   OFFICE OF THE SECRETARY OF STATE


                      CERTIFICATE OF ORGANIZATION




                       CARBON OPPORTUNITIES, LLC

I,  SUE  ANNE    GILROY,  Secretary of  St.ate  ot  Indiana,  hereby  certify
that Articles of Organization of the above limited liability company have 
been presented to me at my office accompanied by the fees precsribed by laws
and that I have found such articles conform to the provisions of the Indiana
Business Flexibility Act, as amended.




NOW, THEREFORE,  I  hereby issue to such limited liability company this 
Certificate of Organization, and further certify that its existence will 
begin April 17, 1995.





In witness Whereof, I have hereunto set my hand and affixed the seal of the 
State ofIndiana, at the City of Indianapolis, this Seventeenth day of April, 
1995.




                               

                             SUE ANNE GILROY,  Secretary of State
                                                                                
 
             
                                                                 ___SA____
                                                                  Deputy


                           ARTICLES OF ORGANIZATION
                                                           APPROVED AND
                                    OF                          FILED           
                                                           IND. SECRETARY OF 
                            CARBON OPPORTUNITIES, LLC           STATE    
 
                                                                     


     The undersigned individual, acting as sole Organizer, hereby
forms  a Limited Liability Company hereinafter referred  to  as
Company, under the Indiana Business Flexibility Act (I.C  23-18)
hereinafter referred to as the Act and does hereby adopt as the
Articles of Organization of such Limited Liability Company the
following:

                            ARTICLE I.

                               NAME

     The name of the Company is Carbon Opportunities, LLC.


                 ARTICLE II.

                            PURPOSE                

     The Company shall have unlimited power to engage in and do any
lawful act  concerning any or all lawful businesses  for Which
limited liability companies may be organized according to the laws
of the State of Indiana, including all powers and purposes now and
hereafter permitted by law to a limited liability company.

                 

                           ARTICLE III .

                    REGISTERED OFFICE AND AGENT

     Section 1.   Registered Office.   The street address of the
Company's registered office in the State of Indiana at the time of
filing these Articles of Organization is 1420 North Cullen Avenue,
Evansville, Indiana, 47715.

     Section 2.   Registered_Agent.   The name of its registered
agent at such office is currently Charles W. Schulties.

                            ARTICLE IV.

                         TERM OF EXISTENCE

     Section l.     Duration of Company.  The latest date on which
the Company is to dissolve is December 31, 2007, unless sooner
dissolved in accordance with the Act or the Company's Operating
Agreement as in effect from time to time hereafter.
 

    Sectnon 2.  Events of Cessation of Membership.  Subject to the
provision of Section 5 of this Article IV of these Articles so
Organization, a person ceases to be a Member of the Company upon
the occurrence of any of the following events:

(a)  Subject to the provisions of Sections 3 and 4 of this
     Article, when a Member assigns the Member's interest in
     the Company thereby ceasing to be a Member or to have the
     power to exercise any rights of a Member.

(b)  A Member is removed in accordance with the Operating
     Agreement or a Member is removed by the affirmative vote,
     approval, or written consent of a majority in interest of
     the Members after the Member has assigned the Member's
     entire interest in the Company.

(c)  In the event a Member, who is an individual, shall die or
     is  adjudicated  incompetent  by a  court  of  competent
     jurisdiction.

(d)  If a Member is the trustee of a trust, upon termination
     of the trust, but not merely the substitution of a new
     trustee.

(e) Member is a partnership,  limited partnership, or
     another limited liability company, upon the dissolution
     and commencing of winding up of such partnership, limited
     partnership or limited liability company.

(f) If a Member is a corporation upon dissolution of the
     corporation.

(g) If the Member is an estate, upon the distribution of the
     estate's entire interest in the Company.

(h)  In the event of a Members bankruptcy as defined in the
     Operating Agreement.

     Section 3.    Limited Assignment of Members Interest.   An
individual Member may transfer all or any part of his or her
interest in the Company by gift, sale or other transfer, either in
trust or outright to or for the benefit of such Members spouse
and/or any of the Members lineal descendants whose relationship to
the Member is created by either birth or adoption.

     Section 4.   Transfer of Members Interest to a Trust.   A
Member who is-an individual may transfer all or any part of his or
her interest in the Company to a trust created by the Member,
provided the Member is the Trustor or Settler of such trust.

     Section 5.  Continuation of Company.  If, within one hundred
twenty (120) days after the occurrence of an event of cessation of


membership set forth in Subsections (a), (subject to Sections 3 an:
4 of this Article), (b),  (c),  (d), (e),  (f), (g),  (h) of Section 2
of this Article IV, a majority in interest of the remaining Members
may agree to continue the Company.  Such agreement to continue must
be made within four (4) months of the happening of the event Or
within four (4) months of the time a Member brings the happening On
the event to the attention of the Members, whichever occurs later
in time, and such agreement to continue business shall be evidenced
by a written consent of such Majority in Interest of the Members or
by the consent and approval of such continuation as evidenced bv
the vote of a Majority in Interest of the Members at any meeting or
the Members.

     Section 6.  Other Events of Cessation of Membership and Method
of Dealing with Member.   The Operating Agreement may set forth
other events of cessation of a Members interest in the Company and
may provide for a method of dealing with the interest of any former
Member, provided that the Operating Agreement shall provide that
any other event of cessation of a Members interest and the method
of dealing with the interest of a former Member shall be subject to
the affirmative vote or written consent of a majority in interest
of the Members.

                            ARTICLE V.

                            MANAGEMENT

     Section 1.  Management of Business and Affairs.  The power and
authority to manage and control the business and affairs of the
Company shall be vested in the Members of the Company.

     Section 2.  No Manager or Manaaement Committee.  The Company
shall not have a manager or a management committee.

     Section 3.  Execution of Instruments and Companv Bank Account.
For the sole purpose of executing instruments, notes, mortgages,
leases and other documents for and on behalf of the Company,
including the establishment of a banking relationship for deposit
and withdrawal of Company funds, the Members, by the vote of a
majority in interest, may designate a president, a secretary, an
assistant secretary, a treasurer and an assistant treasurer to whom
any or all of such authority may be delegated.

                            ARTICLE VI.

                              MEMBERS

     Section 1.   Definition of Member.  Any individual,  trustee
under a written trust, partnership, limited partnership, another
limited  liability company  or  corporation who  is  admitted  to
membership in the Company in accordance with the Act, the Articles
of Organization and the Operating Agreement, and as to whom an

                               -3-
event  wnich  would  cause  dissolution  of  the  Company  has  not
occurred.

     Section 2.  Voluntarv withdrawal.  A Member does not have the
power or right to withdraw from the Company by voluntary act.  If
a Member does withdraw in breach of this provision of the Articles
of Organization or if any such withdrawal occurs as a result of
otherwise wrongful conduct of a Member,  the Company may recover
from the withdrawing Member damages for breach of the Articles of
Organization,  including  the  reasonable  costs  of  obtaining  a
replacement of services that the withdrawing Member was obligated
to perform.   The Company may offset the damages against amounts
otherwise distributable to such a withdrawn Member, in addition to
pursuing any remedies provided for in the Operating Agreement or
available under applicable law.

     Section 3.   Additional Members.  Additional Members may be
admitted at such time and on such terms and conditions as provided
in the Operating Agreement of the Company, provided that any such
provision in the Operating Agreement  shall be  subject  to the
approval of a majority in interest of the Members.

                           ARRTICLE VII.

                          INDEMNIFICATION

     Section 1.  Liability Covered.  The Company shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action,  suit or
proceeding,   whether   civil,   criminal,   administrative   or
investigative  (including an action by or in the right of the
Company) by reason of the fact that he is or was a Member of the
Company, employee or agent of the Company, or is or was serving at
the request of the Company, as a director, officer, employee or
agent  of  another  limited  liability  company,   corporation,
partnership, joint venture, trust, employee benefit plan, or other
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding in the same manner and to the same extent permitted by
the Indiana Business Corporation Law as in effect and applicable
from time to time if this Company was a corporation.

     Section   2.      Procedure   for   Indemnification.      Any
indemnification  under  these  Articles  of  Organization  (unless
ordered by a court) shall be made by the Company only as authorized
in the specific case upon a determination that indemnification of
a Member of the Company,  employee or agent is proper  in the
circumstances because he would meet the applicable standard of
conduct for entitlement to corporate indemnification set forth in
the Indiana Business Corporation Law as in effect and applicable
from time to time had this Company been a corporation.   Such

                                4
determination shall be made  (1)  by the Companys Member fly -
majority vote of a quorum Consisting of Members who were not
parties to such action, suit or proceeding, or (2) if such quorum
is not obtainable, or even if Obtainable, a quorum of disinterested
opinion.   Expenses incurred in defending a Civil or criminal
action, suit or proceeding may be paid by the Company in advance ol~
the  final  disposition of  the  action,  suit,  or proceeding  as
authorized by the Members in the specific case upon receipt or an
undertaking by or on behalf of a Member of the Company, employee or
agent that he is entitled to be indemni ied by the Company, and
will reimburse the Company these advances if it is later determined
that said Member of the Company,  employee,  or agent was  not
entitled to indemnification.

     Section 3.     Rights  Hereunder  Not  Exclusive   Extent  of
Rights.    The  indemnification provided  by theses  Articles  of
Organnzation shall not be deemed exclusive of any other rights to
which any person seeking indemnification may be entitled under any
statute, Operating Agreement, vote of Company Members or otherwise,
both as to action in his official capacity and as to action in
another capacity while holding such office.  Any indemnification,
whether requited under these Articles of Organization or permitted
by statute or otherwise, shall continue as to a person who has
ceased to be a Member of the Company, employee or agent and shall
inure to the benefit of the heirs, executors and administrators or
such a person.

     Section 4.     Insurance.  The Company shall have the power to
cause the Company to purchase and maintain insurance on behalf of
any person who is or was a Member of the Company, employee, or
agent of the Company, or is or was serving at the request of the
Company as a director,  officer,  employee or agent of another
limited liability Company, corporation, partnership joint venture,
trust,  employee benefit plan, or other organization or entity,
against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, regardless of
whether the Company would have the power to indemnify him against
such  liability  under  the  provisions  of  these  Articles  of
Organization.

                           ARTICLE VIII.

               AMENDMENT OF ARTICLES OF ORGANIZATION

     These Articles of Organization may be amended or restated at
any time upon obtaining the affirmative vote or written consent of
a Majority in Interest of the Members.  Such action may be taken at
any meeting of the Company or upon obtaining the written consent or
approval of any such amendment or amendments by a majority in
interest of the Members.                               -
     IN  WITNESS  THEREOF,  the  undersigned,  being  the  person
designated to execute and file these Articles of Organization
verifies, subject to the penalties for perjury, that the statements
contained herein are true.

Dated this 14th day of April, 1995.            

                                            ORGANIZER


Name:
Printed Name : Thomas Kimpel



                                      -5-

         EXHIBIT IV.




M E M O R A N D U M



TO:      Board of Directors/Croff Oil Company

FROM:            Jerry Jensen

DATE:            2-8-96

RE:      Carbon Opportunities, L.L.C.


         In January, we were notified that the Buck Creek Coal
Contract had been terminated by Central Illinois Power, CIPS. 
As you know, this was the principal contract for the Buck
Creek Coal mine.  The compliance coal in the north part of the
mine sold to CIPS was our current cash flow and the future
potential was the noncompliance coal in the south part.  I am
attaching a copy of the letter which I have received from the
chairman of our limited liability company.  While we were
completing our Proxy and getting the annual meeting approved,
I was also investigating what was really going on at the mine,
which is now set out in this letter.  This was delayed
somewhat when Chuck Schulties, the president of the mine, had
to undergo a quadruple bypass operation for his heart.  None
of this is good news, but it does not appear to be as serious
as I first thought.

         I initially tried to determine if there was any way to
continue the mine in operation, so that payments on our note
could be met.  After discussing the cost of keeping the mine
open while a search was made for additional contracts, it
became clear that this was likely to eat up the cash that had
already been generated.  It also would mean incurring higher
third party creditor bills when we have a secured position on
the assets with Carbon Opportunities, L.L.C.   After
discussing this with the accounting people, as well as Chuck
Schulties and C.A. Robinson, I am convinced that the concept
of shutting down the mine immediately and liquidating assets
in order to protect the investors in Carbon Opportunities
L.L.C. was the best decision.

         In a liquidation mode, there appear to be the following
assets against the $4.7 million investment; (2%Croff)

         1)      Equipment - $2,400,000  The sale of this equipment
has begun and $800,000 has already been realized.  We have a
mortgage.

         2)      Cash - The cash is currently in the bank except for
the tax refund which was assigned to the corporation to back
the note from a previous investor.  When this money is
collected from the government, the cash should be
approximately $900,000.

         3)      Law Suit against Central Illinois Power - A highly
respected law firm which has handled many cases involving the
T.V.A. has agreed to accept the law suit against CIPS.  The 
contingency fee arrangement is one-third of the first million,
twenty-five percent of the next $750,000, and twenty percent
of the balance.  It is my experience that attornies will not
accept this type of contingent fee case unless they think
there is a high likelihood of recovery.  I was recently told
the attorneys have determined that they would not recommend
any offer of settlement at less than $1.5 million. 
Nevertheless,  nothing is sure in a law suit.  A law suit has
been filed for $6.5 million.

         4)      Mine and Lease - We also have the mine itself and
the lease.  The difficulty here is that a payment of $62,000
is due this month on the prepaid royalty.  I presume this will
have to be made.  Thereafter, these quarterly payments of
$62,500 will have to continue to be made until the lease is
sold and someone assumes this liability.  The value of the
lease is the United Mineworkers Contract which can be
transferred with the lease or even moved to another mine.  In
addition, there are obvious coal reserves in the mine.  An
offer to the adjacent utility to sell the lease and mine for
$2 million has currently been made.  I am less optimistic
about the ability to sell the mine and lease.  

         The amount invested by the L.L.C. is $4.7 million.  As
you can see, the equipment and cash will equal about three-
fourths of this amount.  The remaining one-fourth to receive
100% of the money we have invested would be dependent on the
sale of the lease and the law suit.  

         CIPS terminated the contract contingent with merging with
Union Electric out of St. Louis.  This merger probably affects
significant savings for them in return for which they do not
need the coal requirements for certain power plants once they
are combined.  There is also the law suit with the trucking
company which was not paid, which resulted in our shutdown
during the summer for a period.  This trucking company had
sued with the result that a judgment was imminent for
transportation charges.  Therefore Buck Creek Coal, this
current week, has been put into a chapter 11 bankruptcy.  At
the time of filing this bankruptcy, payments from the sale of
equipment to pay off our lien on the equipment must stop. 
Currently, the cash that has been paid to Carbon Opportunities
will remain and we will seek orders allowing the sale of the
balance of the equipment against the mortgage as well as all
the other assets against our $6 million mortgage.  The
unsecured creditors may fight back by claiming a link between
Carbon Opportunities and the Buck Creek mine and attempt to
have our mortgage determined to be equity, not debt. 
Therefore, we cannot influence the actions of Buck Creek with
which we must remain at arms length. My advice was to assign
the mine and equipment by deed in lieu of foreclosure prior to
filing bankruptcy.  This was not followed.  

         This should give you the background for discussing this
issue at our meeting February 28, 1996.  Please call me if you
have any other questions prior to the meeting.  




                         ROBINSON ENGINEERING & OIL COMPANY, INC.

                                  1410 N. CULLEN AVENUE
                                  P. O. BOX 5269
                                  EVANSVILLE, INDIANA 47716

ENGINEERING & GEOLOGICAL SERVICES                        phone (812) 477 1575
OIL & GAS LEASE Operations                          TOLL FREE (800 544-4609
       INDUSTRIAL DISPOSAL                               FAX (8 1 2) 477-1377
                                                                   

                TO ALL MEMBERS OF CARBON OPPORTUNITIES, LLC

                           12-26-95

Dear Fellow Member:

      This is to advise that CIPS terminated Buck Creeks
coal contract effective December 31, 1995 and Buck Creek
has not been able to obtain additional contracts for the
sale of its compliance coal.  Due to this loss of the
contract, Buck Creek is in the process of shutting down
mining operations and sealing the north portion of the mine. 
All equipment used in mining the north portion of the mine
is being reclaimed and is being put up for sale.

      We have contacted our attorneys, Statham, Johnson &
McCray, to notify the attorneys for Buck Creek that we would
like to receive a written proposal from Buck Creek
concerning their plans on idling the mine and selling the
miningequipment.  A copy of Buck Creeks remarks and
proposal will be forwarded to you when it is received.

      As you are aware, Carbon Opportunities has a security
interest in all the assets of Buck Creek Coal Company, which
includes its equipment.  To properly account for the
proceeds from the sale of equipment from the mine and
protect the funds from Buck Creeks unsecured creditors, we
have required that Buck Creek forward all monies to a Carbon
Opportunities Equipment Account being set up for this
purpose.  Also, it has been requested that no equipment be
sold without the consent and authorization of Carbon
Opportunities.




      In order for Buck Creek to recover and sell the mining
equipment, there will be expenses involved and it will be
necessary to provide Buck Creek with the necessary funds for
this operation.

      In the event you want additional information or have
any questions concerning this letter, please advise or call
the writer.

                     
Very truly yours,


                                                     
C. A. Robinson


CARgs

         EXHIBIT V.






                                              March 4, 1996



Renny Walker, President
Production Resources, Inc.
Bandera Star Route
Box 46-AF
Hondo, Texas  78861



Dear Renny,

         This will confirm in writing our earlier conversation
that Croff Oil Company will quitclaim to P.R.I., all right,
title and interest to the leases, carved our production
payment, and mortgage on the leases and equipment in the
Taylor Ina field in Medina County, Texas.  The payment for the
conveyance of all of our interest would be $103,500 with an
effective date of March 1, 1996, as long as the closing is
complete in March, 1996.

         Thank you.



                                          Very truly yours,

                                          CROFF OIL COMPANY




                                          Gerald L. Jensen

GLJ:jg


























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