FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                               FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended          March 31, 1996                           
                                  or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _____________________
Commission File Number:                     1-100                      

                          CROFF OIL COMPANY                            
        (Exact name of registrant as specified in its charter)
          Utah                                    87-0233535           
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)            Identification No.)
    1433 Seventeenth Street, Suite 220, Denver, CO             80202    
  (Address of principal executive offices)          (Zip Code)
                             (303) 297-3383                            
         (Registrant's telephone number, including area code)
_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since
last report.)

Indicate by check mark whether the Registrant (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 has required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                                      X    Yes                ______ No
                  APPLICABLE ONLY TO ISSUERS INVOLVED
                   IN BANKRUPTCY PROCEEDINGS DURING
                       THE PRECEDING FIVE YEARS:

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
                                   ___X____ Yes               ______ No
                 APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 516,515 shares, one
class only.



                              INDEX

INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q)
TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE MONTHS
ENDED MARCH 31, 1996 (UNAUDITED).


_________________________________________________________________


PART I.   FINANCIAL INFORMATION                   Page Number

Balance Sheets as of December 31, 1995
      and March 31, 1996                               3

Statements of Operations  for
     the Three Months Ended March 31, 1996 and 1995    5

Statements of Cash Flows 
     for the Three Months
     Ended March 31, 1996 and 1995                     6

Notes to Financial Statements                          7

Managements' Discussion and Analysis of Financial
     Condition and Results of Operations               7


PART II.  OTHER INFORMATION

Reports on Form 8-K                                    9

Signatures.                                            10


_________________________________________________________________

The condensed financial statements included herein are for the
Registrant, Croff Oil Company.  The financial statements for the
three months ended March 31, 1996 and 1995 are unaudited; however,
they reflect all adjustments which, in the opinion of management,
are necessary to present fairly the results of the interim periods. 
All adjustments necessary to a fair representation of the financial
statements are of a normal recurring nature.










                      PART I:  FINANCIAL INFORMATION
                             CROFF OIL COMPANY
                               BALANCE SHEET

                                              Dec 31,      March 31,  
                                               1995          1996
                                                                     
CURRENT ASSETS:
  Cash and Cash Equivalents:            $      37,933  $      10,321
  Marketable equity securities                 15,500          8,125
  Accounts receivable:
     Oil and gas purchasers                    28,425         28,425
     Refundable income taxes                    4,290          5,289
     Note receivable, secured by interests
      in oil and gas properties, including
      accrued interest                          4,800          3,300   

         Total current assets           $      90,948  $      55,460

PROPERTY AND EQUIPMENT, AT COST:
  Oil & gas properties, successful
   efforts method:
      Proved properties                       457,874        457,874
      Unproved properties                     110,051        110,051
                                              567,925        567,925
   Less accumulated depletion and 
    depreciation                             (249,154)      (256,654)

          Net Property Value                  318,771        311,271

   Furniture, fixtures & equipment                  0              0
   Less accumulated depreciation                    0              0       
                                             --             --
          Net property and equipment          318,771        311,271

   Coal investment                             95,299         95,299  
                                                                            
Total Assets                            $     505,018  $     462,030   
                                        =============  ==============

<PAGE>

                      PART I:  FINANCIAL INFORMATION
                             CROFF OIL COMPANY
                               BALANCE SHEET

                                              Dec 31,      March 31,  
                                               1995          1996
                                                                     

Current Liabilities:
  Accounts payable                      $     10,829   $       9,830  
  Accrued liabilities                          3,662           3,644
  Bank note to finance coal
    investment                                50,000               0
                                        -------------- --------------      
      Total current liabilities               64,491          13,474

Stockholders' equity :
   Common stock, $.10 par value 
    20,000,000 share authorized
    579,143 shares issued                     57,914          57,914        
                                             
   Capital in excess of par value             909,983        909,983
    Accumulated deficit                      (444,724)      (436,695)
                                        -------------- --------------
                                              523,173        531,202
   Less treasury stock at cost,
    52,788 shares in 1994 and 62,628
    in 1995                                   (82,646)       (82,646)

          Total stockholders' equity          440,527        448,556 

Total Liabilities & Stockholder's Equity $    505,018  $     462,030
                                        =============  ==============





<PAGE>
                        CROFF OIL COMPANY
                     Statement of Operations

               For the Three Months Ended March 31
                                


                                         1995          1996
          
 Revenue:

   Oil and gas sales..............      $ 45,077       $ 47,485  
   Other income (loss)............         3,720            988
          

   Total revenue                          48,797         48,473  


Costs and expenses:
   Lease operating expense........      $ 10,531       $ 10,629  
   Depreciation and depletion.....         7,500          7,500  
   General and administrative.....        19,137         19,152   
  Rent Expense - Related Party...          2,940          2,940
                                          40,108         40,444  

Net income (loss)                       $  8,689       $  8,029  
                                        =========      ========= 



Earnings (Loss) Per Share               $    .02       $    .02
                                        =========      =========


<PAGE>
                        CROFF OIL COMPANY
                     Statement of Cash Flows

                                
                                               For  the  Three
                                                Months Ended
                                                March 31,         
                                               1995      1996 

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                          $  8,689  $  8,029

  Adjustments to reconcile net income to 
   net cash provided by operating activities:
     Depreciation and depletion                 7,500     7,500   
     Change in assets and liabilities:
     Decrease in accounts receivable            6,457       500
     Decrease/(increase) in other assets       (2,000)        0
     Increase/(decrease) in accounts payable    2,847      (605)
     Increase/(decrease) in accrued liabilities 2,047       (17)
     Gain-sale of Marketable Equity Securities   (660)     (637)
     Total adjustments                          16,191    6,741

  Net cash provided by
   operating activities:                        24,880   14,770   
                                             ---------  ---------
     

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of marketable equity security            8,410     7,618
  Coal investment                            (100,000)        0 
                                              (91,590)    7,618
                                             
CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchase of Treasury Stock                        0         0
  Note payable                                 50,000   (50,000)
                                             --------- ---------  
                                               50,000   (50,000)

Increase (decrease) in cash:                  (16,710)   (27,613)
Cash at beginning of period:                 $ 19,385     37,933
                                             ========   ========

Cash at end of period:                       $  2,675  $  10,321  
                                             ========  =========




                        CROFF OIL COMPANY

                  NOTES TO FINANCIAL STATEMENTS
         FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1996

1.   BASIS OF PREPARATION.

     The condensed financial statements for the three month periods
ended March 31, 1996 and 1995 in this report have been prepared by
the Company without audit pursuant to the rules and regulations of
the Securities and Exchange Commission and reflect, in the opinion
of management, all adjustments necessary to present fairly the
results of the operations of the interim periods presented herein. 
Certain reclassifications have been made to the prior years'
financial statements to conform to the 1996 presentation.  Certain
information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and
regulations, although the Company believes the disclosures
presented herein are adequate to make the information presented not
misleading.  It is suggested that these condensed financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, which report has been filed
with the Securities and Exchange Commission, and is available from
the Company.

             MANAGEMENTS' DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS.

            Three-Month Period Ended March 31, 1996,
   as Compared to the Three-Month Period Ended March 31, 1995.

OIL AND GAS OPERATIONS

     Oil and gas income, primarily from royalties, for the three
months ended March 31, 1996 was $47,485 compared to $45,077 for the
quarter ending March 31, 1995.  This increase was due primarily to
higher oil prices, and production nearly constant with 1995.  

     Production costs, which include lease operating expenses and
all production related taxes, for the three months ended March 31,
1996, were constant when compared to the production costs incurred
during the same time period of the prior year, $10,706 during 1996
and $10,531 during 1995.  The constant level of cost was due to
lack of significant workovers and the high amount of revenue from
royalty interests, for which costs are taxes only.

OTHER INCOME 

     During the three month period ended March 31, 1996, the
Company had other income of $988 from interest, capital gains,
dividends, and lease payments.  This was a decrease from $3,720 in
the same period in 1995.  The decrease was due to gains on
investments and the receipt of a lease bonus in 1995.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses for the quarter ending
March 31, 1996, were $19,152 plus rent expense of $2,940 for a
total of $22,092 compared to $19,137 plus $2,940 for a total of
$22,077 in the same period in 1995.  The Company expects general
and administrative costs to remain stable this year.

FINANCIAL CONDITION

     As of March 31, 1996, the Company's current assets exceeded
current liabilities by $41,986.  As of December 31, 1995, the
Company's current assets exceeded current liabilities by $26,457. 
This increase was due to the payoff of a $50,000 note in February,
1996.  The Company intends to accumulate cash during this calendar
year.


     The Company expects to continue to operate at a positive cash
flow for the calendar year as oil prices have risen this year.  The
Company intends to resume purchasing oil and gas properties, out of
current assets.





PART II.  OTHER INFORMATION


I
TEM 6(b).  REPORTS ON FORM 8-K.

     The registrant has filed no reports on Form 8-K for the period
ending March 31, 1996.




<PAGE>


                       S I G N A T U R E S


Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                   REGISTRANT:  CROFF OIL COMPANY


                              By_________________________________
                                                 Gerald L. Jensen
                                      Chief Executive Officer and
                                          Chief Financial Officer




                              By_________________________________
                                                    M. Ward Smith
                                         Chief Accounting Officer


Date:__________MAY 15___, 1996






<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          10,321
<SECURITIES>                                     8,125
<RECEIVABLES>                                   37,014
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                55,460
<PP&E>                                         567,925
<DEPRECIATION>                               (256,654)
<TOTAL-ASSETS>                                 462,030
<CURRENT-LIABILITIES>                           13,474
<BONDS>                                              0
<COMMON>                                        57,914
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     473,288
<TOTAL-LIABILITY-AND-EQUITY>                   462,030
<SALES>                                         47,485
<TOTAL-REVENUES>                                48,473
<CGS>                                                0
<TOTAL-COSTS>                                   40,444
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 223
<INCOME-PRETAX>                                  8,029
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              8,029
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,029
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                      .02
        

</TABLE>