***AMENDED TO INCLUDE EXHIBIT ON ARTICLES OF AMENDMENT (OF INCORPORATION)****

          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          June 30, 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 ENTERPRISES, INC. (Formerly 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.)
    1675 Broadway Street, Suite 1030, Denver, CO             80202
   (Formerly 1433 17th Street Suite, 220 Denver, CO 80202)
  (Address of principal executive offices)          (Zip Code)
                             (303) 623-1963                            
         (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.
                                   _______ 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, as of June 30, 1996.

   
   
                                 INDEX
   
   INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q)
   TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE AND SIX
   MONTHS ENDED JUNE 30, 1996 (UNAUDITED).
   
   
   _________________________________________________________________
   

   PART I.     FINANCIAL INFORMATION                   Page Number
   
   Balance Sheets as of December 31, 1995
         and June 30, 1996                             3, 4
   
   Statements of Operations for the Three and
     Six Months Ended June 30, 1995 and 1996           5
   
   Statements of Cash Flows 
     for the Six Months
     Ended June 30, 1995 and 1996                      6
   
   Notes to Financial Statements                       7
   
   Managements' Discussion and Analysis of Financial
     Condition and Results of Operations               7
   
   
   PART II.    OTHER INFORMATION
   
   Item 2                                              9
   
   Item 5                                              9
   
   Item 6                                              9
   
   Signatures                                          10
   _________________________________________________________________
   
   The condensed financial statements included herein are for the
   Registrant, Croff Oil Company.  The financial statements for the 
   six months ended June 30, 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

                                             December 31,    June 30, 
                                               1995          1996
                                                                     
CURRENT ASSETS:
  Cash and Cash Equivalents:            $      37,933       $140,472
  Marketable equity securities                 15,500          9,250
  Accounts receivable:
     Oil and gas purchasers                    28,425         25,873
     Refundable income taxes                    4,290          6,389
     Note receivable, secured by interests   
      in oil and gas properties, includ-
      ing accrued interest                      4,800              0        
 

         Total current assets           $      90,948       $ 181,984

PROPERTY AND EQUIPMENT, AT COST:
  Oil & gas properties, successful
   efforts method:
      Proved properties                       457,874         323,565
      Unproved properties                     110,051         110,051
  
                                              567,925         433,616
   Less accumulated depletion and 
    depreciation                             (249,154)       (221,362)
                 
          Net property and equipment    $     318,771       $ 212,254
              
   Coal Investment                            95,299           91,044
   
                                        $     505,018       $ 485,282
                                        =============       ============
<PAGE>






                      PART I:  FINANCIAL INFORMATION
                             CROFF OIL COMPANY
                               BALANCE SHEET

                                             December 31    June 30,  
                                               1995          1996
                                                                     

Current Liabilities:
  Accounts payable                      $     10,829   $      8,898   
  Accrued liabilities                          3,662          3,706        
  Note Payable                                50,000              0 
     
     Total current liabilities                64,491         12,604


Commitments 
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)     (412,573)
                                              523,173       555,324
   Less treasury stock at cost,
    52,788 shares in 1994 and 62,628
    in 1995                                   (82,646)      (82,646)

          Total stockholders' equity          440,527       472,678 

                                        $     505,018  $    485,282
                                        =============  ==============




<PAGE>




                        CROFF OIL COMPANY
                     Statement of Operations

        For the Three And Six Months Ended June 30, 1996
                           (Unaudited)


                                   For Three           For Six    
                                  Months Ended      Months Ended
                              6/30/95  6/30/96    6/30/95  6/30/96
          
Revenue:

 Oil and gas sales........    $ 47,886   $ 39,984 $ 92,963 $ 87,469
 Other income (loss).....        2,602    21,699     6,322   22,687
   
   Total revenue              $ 50,488   $ 61,683 $ 99,285 $110,156 


  



Costs and expenses:
 Lease operating expense..    $  9,821  $  9,682  $20,352  $ 20,311
 Depreciation and depletion      7,500     4,500   15,000    12,000
 General and administrative     20,180    20,438   39,317    39,813
 Rent Expense - Related Party    2,940     2,940    5,880     5,880


                              $ 40,441  $ 37,560  $80,549  $ 78,004


Net income (loss)             $ 10,047  $ 24,123  $18,736  $ 32,152
                              ========  ========  ===============
     

Earnings (Loss) Per Share     $   .02   $    .04  $  .03   $  .06

                              ========= ========= ===============








                        CROFF OIL COMPANY
                     Statement of Cash Flows

                                
                                               For  the  Six
                                                Months Ended
                                                  June 30,  
                                               1995      1996   

CASH FLOWS FROM OPERATING ACTIVITIES:


 Net income (loss)                           $ 18,736    $32,152

 Adjustments to reconcile net income to 
   net cash provided by operating activities:
     Depreciation and depletion                15,000    12,000
   Change in assets and liabilities:
     Decrease/(Increase) in Receivables         4,306       453   
     Decrease/(Increase) in other assets         (500)    4,800
     Decrease/(Increase) in accounts payable    2,297    (1,932) 
     Decrease/(Increase) in accrued liabilities   (44)        21 
     (Gains)/Losses on Sale of Assets               0   (22,247)
                                              -------- --------- 
 Total adjustments                           $ 21,059  $ (6,905)
       
 Net cash provided by
   operating activities:                       39,795    25,247
                                             --------- --------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
 (Purchase)/Sale of oil & gas properties:               118,020
  (Purchase)/Return of Coal Investment       (100,000)    4,255
  Sale/(Purchase) of Securities                 7,750     5,017
                                             --------- ---------
                                              (92,250)  127,292
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Note Payable                   50,000   (50,000)
  

Increase (decrease) in cash:                  (2,455)  102,539
Cash at beginning of period:                 $ 19,385  $37,933   
                                             ========= ========

Cash at end of period:                       $ 16,930  $140,472
                                             ========= ========  







                     CROFF ENTERPRISES, INC.

                  NOTES TO FINANCIAL STATEMENTS
     FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1996

BASIS OF PREPARATION.

     The condensed financial statements for the three and six month
periods ended June 30, 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 June 30, 1996,
   as Compared to the Three-Month Period Ended June 30, 1995.

OIL AND GAS OPERATIONS

     Oil and gas income, primarily from royalties, for the three 
months ended June 30, 1996 was $39,984 compared to $47,886 for the
quarter ending June 30, 1995.  This decrease was caused by the sale
of the Taylor-Ina field in Texas and the sale of a well in North
Dakota.  Prices were generally stable after increasing during the
first four months of the year.  The lack of any significant
drilling in the Bluebell - Altamont field in Utah is decreasing
revenue to Croff as older wells decline. The Company purchased an
interest in two wells which will add to revenues in the next
quarter.

<PAGE>
     Production costs, which include lease operating expenses and
all production related taxes, for the three months ended June 30,
1996, were stable, $9,682 in 1996, compared to $9,821 during the
same time period in 1995.  This was due primarily to sales this
year and smaller interests in the wells which were worked over. 
Depreciation and depletion decreased as properties were sold.

OTHER INCOME 

     During the three month period ended June 30, 1996, the Company
had other income of $21,699.  The other income figure was $2602 for
the quarter ending June 30, 1995.  This was due to a gain from the
sale of producing leases during this quarter and interest earned on
higher cash balances.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses for the quarter ending
June 30, 1996, were $20,438 plus rent expense of $2940 for a total
of $23,378 compared to $20,180, plus rent expense of $2,940 in the
same period in 1995.  The Company expects general and
administrative costs to remain stable this year.

              Six Month Period Ended June 30, 1996,
    as Compared to the Six Month Period Ended June 30, 1995.

OIL AND GAS OPERATIONS

     Oil and gas income, primarily from royalties, for the six
months ending June 30, 1996, was $87,469 compared to $92,963 for
the six months ended June 30, 1995.  This decrease was caused by
the sale of oil and gas wells, offset to some degree by higher
prices for oil and natural gas.

     Production costs, which include lease operating expenses and
all production related taxes, for the six months ended June 30,
1996, were $20,311 in 1996, a decrease from $20,352 during the six
months ended June 30, 1995.  There was no significant difference on
operating costs from 1995 to 1996.

OTHER INCOME.
     
     During the six month period ended June 30, 1996, the Company
had other income of $22,687, primarily from interest and dividend
earnings, and profit on the sale of oil and gas leases.  During the
same six month period in 1995, the Company had other income of
$6322, primarily from interest and dividend earnings, and gain on
marketable securities.





GENERAL AND ADMINISTRATIVE.

     General and administrative expenses for the period ending June
30, 1996, were $39,813 compared to $39,317 for the six month period
ending June 30, 1995.  The difference was insignificant.

                       FINANCIAL CONDITION

     As of June 30, 1996, the Company's current assets of $181,984
exceeded current liabilities of $12,604 by $169,380.  As of
December 31, 1995, the Company's current assets were $90,948, and
current liabilities were $64,491 for an increase in the Company's
working capital position of approximately $142,923.  This increase
was due to the payoff of the short term note held by Union Bank in
the first quarter.  During the second quarter, the Company sold
approximately $130,000 of oil and gas leases for cash. The Company
intends to reinvest these proceeds in oil and gas assets.  The
Company expects to continue to operate at a positive cash flow for
the calendar year. 


PART II.  OTHER INFORMATION

I
TEM 2: Changes in securities
     See Information under Item 5 below on issuance of previously
     authorized preferred securities.


ITEM 5: Other Information
     As reported in the company's 10-K for December 31 1995, on
Febuary 28, 1996, the Company's shareholders authorized the change
of name to Croff Enterprises, Inc. and the issuance of prefered
shares to existing shareholders. The directors determined to file
the amended articles and begin using the new name after June 30,
1996. The oil and gas assets of the Company are pledged to the
preferred shareholders. The preferred shareholders are the current
common shareholders of the Company. The preferred shares will be
distributed during the second half of the 1996 calender year.
Futher information is available in the 10-K dated December 31, 1995
and the Proxy Statement for the February 28, 1996, Shareholders
Meeting, available from the Company and filed with the Securities
& Exchange Commission. 


ITEM 6 Exhibits 
     Amended Articles of Incorporation filed with the Secretary of
State of Utah on July 1, 1996.

ITEM 6(b).  REPORTS ON FORM 8-K.

     The registrant has filed no reports on Form 8-K for the period
ending June 30, 1995.






                       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:___________________, 1995







State of Utah
Department of Commerce
Division of Corporations and Commercial Code
I hereby certify that the foregoing has been filed
and approved on this 1st day of July, 1996, in the
office of this division and hereby issue this certificate
thereof. 
Department of Commerce
Examiner ______BS_____ Date 7/2/96

(Seal of Dept)	____________________
		Korla T. Woods
		Division Director

                            ARTICLES OF AMENDMENT

                                     FOR

                             CROFF OIL COMPANY
                           hereafter to be known as

                            CROFF ENTERPRISES, INC.       
                             Dated: June 26, 1996

       Croff Oil Company, hereafter to be known as "Croff Enterprises, Inc."
(hereinafter sometimes the "Company" or "CEI"), submits the following 
Articles of Amendment to the UtahDivision of Corporations for filing pursuant
to Utah Code Annotated 16-l0a-1006.
       In accordance with the foregoing section, the Company has adopted the 
following Articles pursuant to vote and recommendation of its Board of 
Directors and as adopted by majority vote of its shareholders. The specific 
statutorily required voting information as to each amendment follows the text
of the amendment as set-out below:

                                                          I.
                                          AMENDMENT NO. 1
                        Change of Name to CROFF ENTERPRISES, Inc.
       The Company hereby amends its official name from Croff Oil Company to 
"CROFF ENTERPRISES, INC" pursuant to recommendation of its
 Board of Directors
and ratifying shareholder vote, but authorizes the Company to continue using 
the trade name of Croff Oil Company for its oil and gas business as its Board
may determine. [The foregoing amendment was adopted at a shareholder meeting 
on January 16, 1996. At the time of adoption, the Company had issued, 
outstanding and entitled to vote only one class of common stock. Of the 
516,515 issued, outstanding and entitled to vote, 286,190 shares were present
in person, or by proxy, at the meeting;  279,919 shares voted in favor of the
change of name of the corporation; 750 shares abstained, and, 10,415 shares 
voted against such proposal. The Board of Directors has determined that a 
majority of shares were present constituting a quorum, and that a majority of
the shares present voted in favor of the foregoing proposal  on the day and 
date indicated above. ]









                                      II.

                                	AMENDMENT NO 2

              Creation of General Class of Preferred Class "A" Stock

       At a shareholders' meeting held on January 16, 1996, the shareholders 
approved the Board of Directors' recommendation to create a new general class
of preferred stock in the Company.  There is hereby authorized Five Million 
(5,000,000) shares of Preferred Class "A" stock .  Such stock shall be 
subject to and issued in accordance with the following terms:

1) Issued as the Board determines for cash and/or assets;

2) Paid in and stated capital for such preferred shares shall be as 
   subsequently allocated by the Board;

3) Preference over common as to assets on liquidation,

4) Preference to Class "B." Preferred Shares and common shares income rights,
   excluding oil and natural gas assets of the Company;

5) Call and dividend as may be set by Board of Directors

6) The Board shall determine if voting rights are granted as issued.
[The foregoing amendment was adopted at a shareholder meeting on January l6,
1996.  At the time of adoption the Company had issued outstanding and entitled
to vote only one class of common stock (of the 516,515 issued, outstanding and
entitled to vote, 286,190 shares were present in person, or by proxy, at the
meetings; 272,919 shares voted in favor of the creation of Class 'A' Preferred
Shares; 750 shares abstained; and, 10,415 shares voted against such proposal.  
The Board of Directors has determined that a majority of shares were present
constituting a quorum and that a majority of the shares present voted in 
favor of the foregoing proposal on the day and date indicated above.]

                                	III.

                            AMENDMENT NO. 3

        Creation and Issuance of Special Class "B" Preferred Stock

       At the shareholder meeting held on January 16, 1996 the shareholders 
approved the Board of Directors' recommendation to issue one share of the 
newly created Preferred Class "B" stock for each share of common stock 
presently outstanding in the Company.  There is hereby authorized Five 
Hundred Twenty Thousand (520,000) shares of Preferred Class B" shares
pursuant to shareholder Resolution.  Such stock shall be subject and issued 
in accordance with the following terms:

                                                      
       1.    The Preferred Class 'B." stock will be the sole class of 
preferred stock authorized by the Company entitled to any vote upon or 
interest in the oil and natural gas assets or income of the Company. The 
preferred Class "B" stock will have priority pursuant to Utah Law over all
common, other preferred stocks and affiliated creditors of the Company in the
event of liquidation, distribution, merger or sale of the oil and natural gas
assets of the Company. Such preference will provide that the Preferred Class 
"B" shareholders will be paid, pro rata for their shareholder's interest, all
of the net asset value of the natural gas and oil assets of Croff Oil Company
(Croff Enterprises) and with respect to these assets, there shall be no 
distribution to any common or other preferred shareholders.

       2.    The preferred Class "B" shareholders shall have a priority 
property and shareholders' interest, right, claim and entitlement over all 
common shareholders with respect to the Company's oil, natural gas, and 
perpetual mineral investments (hereinafter "oil assets"). The Class "B'' 
preferred shareholders also shall be exclusively entitled to all dividends, 
distribution, other income, or any other beneficial distributions which are 
based directly or indirectly on the oil assets and such right and interest 
shall be recognized as the exclusive beneficial use of the oil assets. 
Further, only a vote of a majority of the preferred, Class "B" shareholders 
can effect a modification of the provisions of these priorities and pledge 
rights.

       3.    The preferred Class "B" stock will be non-voting stock, except for
the right of majority consent provided for in the preceding paragraph of this 
Article of Amendment.

       4.    No guaranteed dividend or interest right is created in these 
Articles as to preferred Class "B" stock, but the Board of Directors may, by 
subsequent resolution, declare any dividend, interest payment, or other 
distribution to Class "B" preferred shareholders only out of the oil assets. 
Further, the Board of Directors may authorize the repurchase by the Company 
of the Class "B" preferred shares using revenues generated by the oil assets. In
no event will the Board of Directors have any power or capacity to create any
priority to common or other preferred shareholders in contravention or 
derogation of the priority established for preferred Class "B" shareholders 
by this Article.

       5.    The Original issuance of preferred Class "B" share shall require a 
distribution on a one-to-one ( 1 - l ) basis to all common shareholders of 
the Company as soon as practical after the date of the filing of the Amended 
Articles.

[The foregoing amendment was adopted at a shareholder meeting on January 16,
1996.  At the time of adoption. the Company had issued, outstanding and 
entitled to vote only one class of common stock .  Of the 516,515 issued, 
outstanding and entitled to vote, 286,190 shares were present in person, or 
by proxy, at the meeting; 282,190 shares voted in favor of the preferred Class 
"B" Shares; 750 shares abstained; and 650 shares voted against such proposal. 
The Board of Directors has determined that a majority of shares were present 
constituting a quorum, and that a majority of the shares present voted in favor 
of the foregoing proposal on the day and date indicated above.]












       The foregoing articles of amendment were submitted upon oath by the 
undersigned President of the Company and properly reflect the actions taken, 
approved and ratified by the Board of Directors.                                
         

                            _____________________
                             	Gerald L. Jensen
                              President       

STATE OF COLORADO  )      
                   ) ss.
COUNTY OF DENVER   )


       Personally appeared before me, the undersigned Notary, Mr. Gerald L. 
Jensen, who being first duly sworn represented he is President and Chairman 
of the Board of the Company and executed the foregoing Articles of Amendment 
pursuant to authorization of its Board of Directors and in accordance with a 
shareholder meeting and vote on this, 28th day of June, 1996.




                                        _____________________
                                     			Beverly J. Licholat
                                        NOTARY  PUBLIC

                                        My commission Expires 08/08/98









<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         140,472
<SECURITIES>                                      9250
<RECEIVABLES>                                   32,262
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               181,984
<PP&E>                                         433,616
<DEPRECIATION>                                 221,362
<TOTAL-ASSETS>                                 485,282
<CURRENT-LIABILITIES>                           12,604
<BONDS>                                              0
<COMMON>                                        57,914
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     497,413
<TOTAL-LIABILITY-AND-EQUITY>                   485,282
<SALES>                                         87,469
<TOTAL-REVENUES>                               110,156
<CGS>                                                0
<TOTAL-COSTS>                                   78,004
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 32,152
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             32,152
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    32,152
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06
        

</TABLE>