`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

	FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
	OR
	TRANSITION REPORT pursuant to section 13 or 15(d) of the securities 
exchange act of 1934

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

COMMISSION FILE NUMBER:  1-100

				CROFF ENTERPRISES, INC.				
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

			1675 BROADWAY
			SUITE 1030
			DENVER, COLORADO    	 80202  
			ADDRESS OF PRINCIPAL	ZIP CODE
			EXECUTIVE OFFICES

Registrant's telephone number, including area code:  (303) 628-1963

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, 1997, the aggregate market value of the common 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: $309,900

As of March 1, 1997, the Registrant had outstanding 516,515 shares of common 
stock ($.10 par value)

TABLE OF CONTENTS


PART I
				 	                                					Page	

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


ITEM 2  PROPERTIES...........................................	7


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

ITEM 4		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.. 13


PART II


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


ITEM 6		SELECTED FINANCIAL DATA.............................. 15
     

ITEM 7		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS.......................... 15
     	

ITEM 8		FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA........... 17


ITEM 9		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURES......................... 17


PART III


ITEM 10	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT... 17
     

ITEM 11	EXECUTIVE COMPENSATION...............................	18
     

ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
AND MANAGEMENT...............................................	19
     

ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....... 20


PART IV


ITEM 14	EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND 
REPORTS ON FORM 8K ..........................................	21
  
	SIGNATURES..................................................	22

	FINANCIAL STATEMENTS........................................	23


ITEM 1.  BUSINESS

	(a)  Description of Business

	Croff Enterprises, Inc. (formerly Croff Oil Company) and hereafter "Croff" or 
"the Company", was incorporated in Utah in 1907 as Croff Mining Company.  The 
Company changed its name to Croff Oil Company in 1952, and in 1996 changed its
name to Croff Enterprises, Inc.  The principal office of the Company is 
located at 1675 Broadway, Suite 1030, Denver, Colorado  80202.  The telephone 
number is (303) 628-1963 and the fax number is (303) 623-2385.

	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 ten years, Croff's primary source of revenue has been oil and 
gas royalties from producing mineral interests.  Croff participates as a 
working interest ownerin approximately 35 wells.  Croff holds small royalty 
interests in over 200 wells.  In 1993 Croff aquired 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.  It sold this interest in 1996.  
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 or working interests 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 fifteen 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 loval 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.  In 1996, the Company sold its carved-out production 
interest in South Texas and purchased three interests in oil and gas wells 
in Wyoming and Colorado. 

	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 purchasedinterests 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 one part-time employee, the President, and two Assistant 
Secretaries, who work for the Company as part of its contracted office space 
arrangement described in Item 13.


	(b)	Current Activities

	In 1996, the shareholders, in a meeting held on February 28, 1996, voted to 
adopt changes in the capital structure of the Corporation in order to provide
more liquidity to the shareholders.  In 1995, the Company had determined that
it was unlikely that it would be able to raise capital in a public offering, 
due to lack of interest in the brokerage community in a royalty company this 
small.  The Board is seeking to grow the Company to a size where stock could 
trade on the NASDAQ exchange within the foreseeable future.  At the same time,
the Board determined that it did not wish to dilute the significant assets of
the Company, consisting of perpetual mineral interests and oil and gas 
royalties, which were the primary assets of the Company in which current 
shareholders had invested.  The Board then determined that the oil and gas 
assets of the Company would be pledged to a new special Preferred B share 
of stock, which would be distributed equally on a one share per one share 
basis to the current common shareholders.  The Board would then attempt to 
obtain a merger, acquisition, or other business combination using the 
common stock, which would substantially dilute the existing shareholders,
but which would allow the Company to grow to a size where it could be 
actively traded, and a market would develop for the common shares.  The 
Board then determined that the Preferred B shares would not be registered 
or publicly traded, but the Company would assist shareholders buying and 
selling through a bid and ask clearinghouse the Company would hold on a 
once a year basis.

	The shareholders of the Company adopted these proposals at the shareholders 
meeting on February 28, 1996.  Thereafter, on June 30, 1996, the Company 
filed and changed its name pursuant to the shareholder vote, from Croff Oil 
Company to Croff Enterprises, Inc.  The oil and gas assets of the Company 
are pledged to these Preferred B shares, pursuant to the revised Articles of 
Incorporation, filed with the Secretary of State in Utah, the Company's 
state of incorporation.  The shareholder's also authorized a Class A 
Preferred share, which the Board determined might be useful in future 
acquisitions and the growth of the Company.  The Company continues to operate
its oil and gas business as Croff Oil Company while the name of the 
Corporation has been changed to Croff Enterprises, Inc.

	In the fourth quarter of 1996, the Company printed and distributed to its 
shareholders the Class B Preferred shares.  The shareholders of the Company 
now hold one Preferred B class share for each share of common stock that they
hold.  The Board of Directors then met and determined that rather than the 
Company establishing a market in Preferred B shares, which are not 
registered, the Company would act as a clearinghouse, accepting bids and
offers to sell and buy for the Preferred shares during the period of December
through February of each year.  Accordingly, such a market was established and
shareholders notified at the time they received their Preferred B shares.
The initial period of bid and asked prices has just concluded, with the bids
ranging from $.75-.90 per share and tenders in the range of $.75-$1.00 per
share.  All tenders for $.90 or less were consumated with toal shares traded
in the amount of approximately 14,000 shares.  The Company expects to utilize
this same clearinghouse each year in order to provide liquidity to the 
Preferred B shareholders.  Any shareholder or outsider could offer to bid on
the shares to the Preferred B shareholders, and any Preferred B shareholder
can offer to sell all or a portion of their shares.  The Preferred B shares
are not registered or publicly traded, do not have a cusip number and are
tradable only in private transactions or the clearinghouse handled by the
Company.  The company does not charge for this service.

 The Company then sought to find a private company or other means in which 
to expand into other businesses which would enable the Company to grow 
rapidly.  To date, the Company has had negotiations with a public company 
in the coal gas methane business, which did not lead to any agreement 
following a due diligence period.  The Company has also had more extensive
discussions with a Canadian company in the fibre board business, with which
the Company signed a letter of intent.  The Company attempted to raise 
sufficient money through the investment banking community in order to 
consummate this deal, but it was unsuccessful, due primarily to the fact 
that the Canadian company was a start-up business rather than an ongoing
business.  The President of the Company and the Board of Directors are 
currently continuing to search for a potential partner or acquisition which
would enable the Company to grow, utilizing its common shares.


	The Company in 1996 purchased three interests in oil and gas wells, primarily 
an oil and gas well in Campbell County, Wyoming.  The Company was also the 
beneficiary of increased drilling and higher prices in San Juan County, New 
Mexico, and La Plata County Colorado, in the Four Corners region, where 
considerable additional production at higher prices from the coal gas methane
wells, produced higher revenues.  The Company also received a 1/16 royalty in
an offsetting gas well to the Company's current production in Western 
Colorado.  The Company entered into two leases for additional drilling on its
mineral interests in the Blue Bell Altamont field in northeast Utah.  The 
Company continued to evaluate other oil and gas properties for acquisition.

	In the second quarter of 1996, the Company sold its carved-out production 
interest in the Taylor Ina field in Medina County, Texas.  This carved-out 
production interest was sold for cash in the approximate amount of $106,000 
to the operator of the field.  The Company determined that the property had
declined to a sufficient point, that its sale would yield sufficient monies
that could be reinvested in other oil and gas properties to provide a higher
and more consistent yield at less risk.  The operator in Medina County, 
Texas, could not meet the terms of the original carved-out production payment,
but was able to borrow sufficient moneies to buy out Croff for cash.  Also 
during the second quarter, the Company sold its interest in a North Dakota
well for cash, which well required a significant workover.  This allowed the 
Company to accumulate significant amounts of cash to attempt to secure other
oil and gas interests and to increase current assets as part of its package 
of making the Company more attractive in order to grow the Company by the 
acquisition of a private business.  The Company has continued to accumulate
this cash throughout 1996 and to the present.  The Company in March, 1997,
purchased working interests in two wells and is looking at oil and gas 
acquisitions to utilize more of this cash.

 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 Union Bank 
note was repaid on March 1, 1996.  The Company's investment is as a two
percent member 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 the 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, canceled 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.  
Carbon Opportunities, as the secured lender, has filed its claims in 
bankruptcy and claims a mortgage on virtually all assets of the mine, 
including the law suit filed against the utility  which purchased the coal.
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 a 
substantial portion or all of their original investment.  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, Production Resources, Inc., 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.  The Company sold this field in 1996 
for $106,000.  At the time of the sale the production payments had 
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, 1994, 1995 and 1996:

			
		                         	1994 		1995		1996
	Oil and gas:
ANR Production Company	
                        			20.0%		25.3%  *23.7%
Pennzoil Production Company 
			                      12.5%		11.9%		11.1%
Oasis Oil Company
			                      16.3%		15.6%		--------
Burlington Resources Oil 
and Gas Company	                      --------		--------		10.5%

* Includes Coastal Production Company after 1994.

	(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 pertaining 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 was received from approximately
110 wells in Medina County, Texas.  

	In 1996, the Company sold its carved-out production payment on these 110 
wells in Medina County, Texas.  This carved-out production payment operated 
similarly to a royalty, with the Company receiving 200 barrels a month, 
without operating expenses.  The Company sold this interest because the 
operator was unable to pay the full production payment and did not have 
adequate resources to guarantee its performance.  The Company sold this 
interest for approximately $106,000 after owning this interest for 
approximately three years.

 	As of December 31, 1996, 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 $216,000 in 
1996, $196,000 in 1995, $197,000 during 1994, and $201,000 during 1993.  
Natural gas income increased in 1996 with increased gas sales from royalties
on coal bed methane gas in San Juan County, New Mexico and a new well in 
Western Colorado.  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 around $17 per 
barrel in January to a high of around $23 per barrel by the end of the year.
Oil prices overall in 1996, were at the high end of a gradual improvement 
starting in 1994.  The market in oil prices, having declined from 1990 to 
1993, appears to have turned around, and average oil prices were significantly
higher in 1996 than in 1995.  Natural gas prices were definitely higher, 
averaging from $2-$3 per MCF by the final two months of 1996.  Natural 
gas prices averaged $1.86 for the Company in 1996, the average price 
moving upward the last half of the year.  The cold winter of 1995-1996 
had depleted storage levels which gave demand a push throughout the year.  
However, due to the low natural gas prices in the Rocky Mountains, Croff 
Oil Company's average price for natural gas was not as high as gas 
producers in Texas and the Gulf area received.

	(b)	Oil and Gas Working Interests

	During 1996, the Company purchased an interest in the Rentuer well in 
Campbell County, Wyoming, and in the Jones well in Colorado.  Both have been 
successful gas and oil producers.  The Company bid on a number of other 
properties, but was unsuccessful in purchasing them  The Company sold its 
interest in the Anderson State well in North Dakota and in the Taylor-Ina 
field in Medina County, Texas.  Overall, this increased the Company's cash 
reserves to approximately $200,000 in March, 1997.  The Company is actively
seeking additional oil and gas wells with a portion of this cash.

	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; an oil well in Montana, 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 increae production on this lease.  The  Company recovered 
this loan in 1996.

	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 a 
working interest in two gas wells in Rio Blanco County, Colorado, one gas 
well in Washington County, Colorado, and five wells in the Bluebell-Altamont 
field in Northeastern Utah.
  
	Except for purchasing a small interest in the drilling of one well in 1991, 
and another in 1995, the Company has not engaged in drilling activity.  The 
Company has participated in the last two years 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.  

	In 1996, 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, 1996, 1995 and 1994.  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, 1996, 1995 
and 1994.
													
			Reserve Category

             		Proved		           Proved
              Developed          Undeveloped          Total
             Oil 	 Gas	        Oil     Gas         Oil       Gas	
          	(Bbls) (Mcf)       (Bbls)   (Mcf)      (Bbls)    (Mcf)
As of12/31
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	
1996(1)      38,101  265,748    13,011  9,376     51,012   275,124
													
(1)	The Company sold oil reserves in 1996.

	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, 1994, 1995, and 1996 
are summarized as follows:
									PROVED DEVELOPED       PROVED UNDEVELOPED         TOTAL
						          		 Present   	           Present	              Present
        	Future    Value of    Future    Value of     Future   Value of 	
         Net 	     Future Net  Net       Future Net   Net      Future Net   
         Revenue   Revenue     Revenue   Revenue      Revenue  Revenue
As of12/31
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
1996	    $942,653  $574,473     $238,347  $191,527   $1,181,000  $766,000		
									
	"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, 1995, 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, 1994, 1995 and 1996.

	"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 and is 
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, 1996.

		Oil Wells (1)			Gas Wells (2)
		Gross     Net			Gross     Net
		
		 229	    12.3			 26       .85

(1)	Primarily located in the Bluebell-Altamont field in Northeastern Utah; 
These wells include some natural gas production, but are primarily oil wells.


(2)	Primarily located in Rio Blanco and LaPlata Counties, Colorado, Beaver 
County, Oklahoma, San Juan County, New Mexico, and Duchesne and Uinta 
Counties, Utah.

	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, 1994:    	8,823   	30,884            
Year Ended Dec. 31, 1995:   	 8,278 		 35,250
Year Ended Dec. 31, 1996:	    5,886    44,938
												
	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 1994,
1995 and 1996.  
											
              			                     1994     1995	  1996

 Average sales price per bbl of oil   $15.59  $15.62	$20.38
 Average production cost per bbl      $ 4.62  $ 4.70	$ 5.90
 Average. sales price per Mcf 
  of natural gas		                    $ 1.68  $ 1.40 $ 1.86
 Average production cost per 
   Mcf of natural gas		               $  .49  $ .47  $  .51
													
	The average production cost for oil was higher in 1996, when compared to 
1995, $5.90 per barrel in 1996 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 sale of a "carved out" production interest 
which is free of operating expenses in 1996, caused the cost of the remaining
oil production to increase.  In addition there were workover costs on 
existing wells in 1996, resulting in the increase in overall production costs
per well during the last year.

	The average production cost for natural gas remained stable the last three 
years, $0.49 in 1994, $0.47 in 1995, and $0.51 in 1996.  This was caused by 
increased sales of natural gas but a slightly higher operating cost, a 
stable ratio between working interest and royalty wells, resulting in a 
slightly higher 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 1675 Broadway, Suite 1030, 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.  Currentlythe 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 one part 
time employee, the President and two assistant secretaries on a contract 
basis 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 results of this meeting were 
reported under Item 4 of the 10-K for the year ending December 31, 1995.  
Because the 1995 Shareholders Meeting was delayed until February 28, 1996, 
the Board determined to hold the next shareholder meeting in the second or 
third quarter of 1997.
		

PART II


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

	On February 28, 1996, the shareholders approved the issuance of the 
Preferred B stock to be issued to each common shareholder on the basis of 
one share Preferred B for each share of common stock.  The Company in the 
fourth quarter of 1996 issued all of the Preferred Shares and delivered the 
Preferred B shares to each of the shareholders for which it had a current 
address.  The Preferred B shares are restricted and tradable only through a 
clearinghouse held by the Company from December through February of each 
year.  The Company established a bid and ask format, whereby any shareholder
could bid and any shareholder send in an ask price for each Preferred B 
share.  In the first bid and ask period, which has just been completed, 
bids of $.75 were received and asked prices of $.75 and $.90 were received 
and 13.365 Preferred B shares were traded at $.75 or $.90.  All of these 
transactions are now completed.  Certain ask prices of $1.00 per share were 
refused by the bidders and were not consummated.  The next bid and ask 
period will begin December 1, 1997.  Because the stock is restricted and 
the Company has agreed to act as a clearinghouse for the sales of these 
Preferred B shares, the Company is acting as its own transfer agent, with 
respect to these Preferred B shares only.  The transactions with respect to 
the Preferred B shares are discussed in more detail in Part I, Item 1(B), 
Current Events, on page 4 of this 10K.

	In November, 1991, the Common Stock was reversed split, 1:10, and a trading 
range of approximately $1.00 bid to $1.10 ask was established and prevailed 
for approximately four years.  A few transactions were conducted in the 
over-the-counter market on the electronic bulletin board pink sheets, but 
the stock was not listed on any exchange and did not qualify to be listed on 
the NASDAQ exchange.  Therefore, there has been almost no trading in the 
Company's securities during the last five years.  The Company has purchased 
common stock on an unsolicited basis during this period at a price of $1.00-
$1.20 per share and certain limited transaction known to the Company were 
traded within this same range.  The chart below shows the trading of which 
the Company is aware during the last three years.

	The trading range for the first quarter of 1997 is shown for Preferred 
shares and common shares as a guide to the shareholders as to what 
transactions have either taken place or of which the Company is aware of the
bid or ask price.  One of the principal reasons for issuance of the 
Preferred B shares, was to attempt to use the common shares of the Company 
to grow the Company to a size whereby an active trading market will develop.

													
	BID RANGE  (1), (2), (3), (4), (5)
	Calendar Quarter        		Bid     		Asked  			 
	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
	1996:
		First Quarter		          $1.10	   	$1.20
		Second Quarter	          $1.10		   $1.20
		Third Quarter		          $1.10		   $1.20
		Fourth Quarter	          $1.10		   $1.20
	1997:
		First Quarter
		Preferred B Shares    	$.75-$.90   $1.00
		Common Shares	           $.75		    $.90
													
	(1)	Only a few transactions resulting in the transfer of stock took place 
in 1994, 1995 or 1996.      
	(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.

(4)	The restricted Preferred B shares were first issued in 1996, and trade 
in a Company sponsored clearinghouse from December-February of each year.

(5)	The Company is not aware of any common stock sales since the issuance of 
the Preferred B shares, but is aware of bids of $.75 for the common stock 
separate from the Preferred B shares.

	As of December 31, 1996, there were approximately 1,100 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
													
Fiscal Year Ended December 31:
            1992       1993          1994          1995       199		
REVENUES
Operations
   Oil and Gas    
           $183,171  $201,182     $196,780       $195,834   $216,870
   Other Revenues	
           $  6,993 	$  7,606     $  6,139       $  9,596   $ 27,181
Expenses	          	
           $159,670  $166,854     $167,080       $173,919   $170,258
  Net Income 
           $ 23,350  $ 42,579     $ 34,183       $ 31,511   $ 73,793
  Per Common Share 	
           $    .04  $    .08     $    .06       $    .06	  $    .14
Working capital      	
           $ 50,723  $ 74,934     $ 74,401       $ 26,457   $226,367
Long-term debt         
                	--       	--           --            	--         --
Total assets        		
           $356,486  $402,414     $430,327       $505,018   $515,704
Stockholders'
 equity	          		
           $342,199  $384,673     $418,856       $440,527   $510,880
Dividends per share    
              NONE     NONE        NONE            NONE     	NONE		



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, 1996, increased 
from $195,834 in 1995 to $216,870 in 1996.  This increase was due to higher 
prices for both natural gas and oil and higher gas sales which were offset 
somewhat by lower oil production.  Gas sales increased primarily from a new 
well in western Colorado and increased sales from coal seam gas in New 
Mexico.  Oil sales decreased due to the sale of the Taylor-Ina properties in 
Medina County, Texas, and the Anderson-State well in North Dakota.  The
purchased interest in the Rentuer well in Wyoming produces primarily natural
gas.

	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.

	Oil prices in 1996 benefited from a cold winter that caused heating oil to 
rise carrying crude prices upward. Then prices firmed up at the higher levels
and increased again at the end of the year.  The shortage of oil in Western 
Colorado and Eastern Utah has resulted in a premium price for much of this 
oil.  Natural gas prices benefited from the cold winter which drew down 
storage levels.  An actual or perceived shortage of natural gas during 
November, 1996, through February, 1997, resulted in a price leve. of $3-$4
an MCF during this period.  Overall the average price for the year approached
$2 per MCF for the first time in many years.  Natural Gas has risen to 
about 40% of total oil and gas revenues and oil revenues are now about 60%.

	Oil prices in 1995 rose, then fell, then rose again at the end of the year 
resulting in an overall increase of about $1.00 per barrel.  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 benefited because of this increase.  The 
natural gas production for Croff was higher with the increase in coal seam 
gas which has been a lower priced product.

	Operating expenses in the fiscal year ending December 31, 1996, were $58,356
compared to $55,584 in 1995.  This small increase was due to two more working
interest wells and increased expenses on several of the older wells.  
Generally the company is able to purchase working interests in wells, which 
have lease operating expenses, at better prices than royalty interests which 
do not have operating expenses, so management expects lease operating 
expenses to increase.

	Operating costs increased 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 total oil and gas production.  The Company has sold or abandoned
its interest in wells with high operational costs, as a percent of revenues.

	General and administrative expenses increased in the fiscal year ended 
December 31, 1996, to $73,673 from $66,698 in 1995.  This increase was due 
to a higher legal, accounting and administrative expense incurred in 
designing, authorizing, and delivering the new capital structure of the 
Company including the Preferred B shares which were issued in 1996. Other 
income also increased due to higher interest being paid on the Company's 
higher cash balances, and profits on sales of oil and gas properties.

	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

	Last year we stated that the Company's liquidity would be dependent on 
finding acquisitions which would use up cash.  Obviously, we have not been 
too successful as the Company's current assets increased from $90,948 at year
end 1995, to $231,191 at December 31, 1996.  The Company's current 
liabilities decreased from $64,491 to $4,824 as the Company paid off its 
bank note and paid down payables.  The Company's current ratio is now 48:1.  
Management of the Company determined that it was advantageous to the Company
to accumulate cash while it was negotiating to acquire private companies 
which may wish to go public and might need cash.  The Company now is 
seeking oil and gas properties to purchase for cash.

	The Company increased its current assets in 1995 to $90,948.  However, its 
current liabilities increased from $11,471 to $64,491 due to 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 was approximately 3:1.  

	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 22 (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 Significant 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, 1997.

GERALD L. JENSEN, 57, 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., 67, 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.  
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.


DILWORTH A. NEBEKER, 56, 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 ten 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., 65, 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, 49, 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, 1996, there were no officers, 
employees or directors whose total cash or other remuneration exceeded 
$60,000.
								
Summary Compensation Table
1996 Compensation of C.E.O. (1)
														                               Total All
Salary	   Bonus     Other     Stock Options  Compensations
$48,000      	0      	0         		0       	   $48,000
per annum											

(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 $350 for a half day meeting and $450 for a full day 
meeting.  

	Based on the current remuneration, for the fiscal year ending December 31, 
1997, 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.  No stock options were granted in the fiscal 
year ending December 31, 1996.

	The chart below sets out the terms and value of the above warrants to all 
officers and directors, none of which have been exercised.
								
Officers and Directors Warrants and Compensation (1996)

   Warrant to  Termination  Exercise  Current Value   Director
          Buy  	  Date        Price     (Estimated) (1)	Comp-				
                                                      ensation
Directors excluding 
President:

10,000 Shares    12/31/99  $ 1.00     $  5,000	        $     500 

President:	

20,000 Shares    12/31/99   $ 1.00    $ 10,000          $48,000
													

	(1)	Current stock price $.75-$.90 for Preferred B shares and $.75 for common
 shares for a total estimated value of $1.50.  Warrant value estimated at 
current value of both shares over option price of $1.00 per share.  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, 1996, 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	
1675 Broadway, Suite 1030
Denver, Colorado 80202  			132,130 (1) 	            	25.58%

Gerald L. Jensen
1675 Broadway, Suite 1030
Denver, CO 80202         			71,215 (2)	   	          13.27%

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

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

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

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

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 (31,532) in which Julian D. 
Jensen is the Trustee and approximate 43% 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.  This fee is 
duce 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 personnel, office, 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 
1996, 1995 and 1994 are, respectively, $4,398, $2,222, and $370.



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 hereof.  These reports are 
attached as Exhibits and are incorporated herein.

	(b)  Reports on Form 8-K

Report submitted: 	June 3, 1996-Copy attached
Report submitted: 	December 6, 1996-Copy attached

	(c)  Exhibit Index

	I.	Report of Independent Certified Public Accountants

	II.	Proxy Statement for Meeting on February 28, 1996

	III.	Sale of Taylor Ina Properties, Agreements

	IV.	Question and Answer Sheet for Shareholders

	V.	Copy of Preferred B certificate

	S I G N A T U R E S


	Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


						REGISTRANT:
	CROFF OIL COMPANY



Date: March 27, 1997	        By: Gerald L. Jensen, President,
			               Chief Executive Officer
	

Date: March 27, 1997	         By: M. Ward Smith		                              
                              Chief Financial Officer


	Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the date indicated.


Date: March 27, 1997		            By:/S/
				                              Gerald L. Jensen, President


Date: March 27, 1997		            By:/S/
                              				Richard H. Mandel, Jr.,Director


Date: March 27, 1997		            By:/S/
				                              Edwin W. Peiker, Jr.,Director


Date: March 27, 1997	            	By:/S/
		                              		Dilworth A. Nebeker,Director


Date: March 27, 1997		            By:/S/
			                              	Julian D. Jensen, Director



 
                     CROFF ENTERPRISES, INC.
                    (Formerly Croff Oil Company)

              INDEX TO FINANCIAL STATEMENTS, SCHEDULES
                    AND SUPPLEMENTAL INFORMATION

                                                         Page Number

I.   Financial Statements

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

     Balance Sheet - December 31, 1995 and 1996. . . . . . . . . .						F-3

     Income Statement - Years ended December 31, 1994, 
       1995 and 1996 . . . . . . . . . . . . . . . . . . .  F-5

     Statement of Stockholders' Equity - Years ended 
       December 31, 1994, 1995 and 1996. . . ..F-6

     Statement of Cash Flows - Years ended December 31, 
       1994, 1995 and 1996 . . . . . . . . . . . . . .  F-7

     Notes to Financial Statements . . . . . . . . . F-9

II.  Supplemental Information - Disclosures about Oil and 
       Gas Producing Activities - Unaudited. . . F-14

                                 F-1

         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Croff Enterprises, Inc.


We have audited the balance sheet of Croff Enterprises, Inc. (formerly Croff 
Oil Company) at December 31, 1995 and 1996, and the related statements of 
income, stockholders' equity and cash flows for each of the three years in 
the period ended December 31, 1996.  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 Enterprises, Inc. 
as of December 31, 1995 and 1996, and the results of its operations and its 
cash flows for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.



Denver, Colorado 
February 14, 1997    CAUSEY DEMGEN & MOORE INC.

                                 F-2


                       CROFF ENTERPRISES, INC.
                    (Formerly Croff Oil Company)

                            BALANCE SHEET

                     December 31, 1995 and 1996



                               ASSETS

                                                        1995         1996   
Current assets:
  Cash, including interest bearing 
    accounts of $28,051 (1995) and 
    $181,157 (1996)                        
                                       			            $ 37,933     $184,565
  Marketable equity securities 
		                                                      15,500       10,500
  Accounts receivable:
    Oil and gas purchasers 
		                                                      28,425       31,764
    Refundable income taxes 
		                                                       4,290        4,362
  Note receivable 
	                                                        4,800            -

        Total current assets                             90,948      231,191

Property and equipment, at cost:
  Oil and gas properties, successful 
    efforts method:
      Proved properties      
                            		                           457,874      329,700
      Unproved properties 
		                                                       110,051      101,901

                                                         567,925      431,601

  Less accumulated depletion and 
    depreciation              
                             		                         (249,154)    (229,621)

        Net property and equipment 
                                 			                     318,771      201,980

Coal investment (Note 2) 
                        		                                95,299       82,533

                                                        $505,018     $515,704

                       See accompanying notes.
                                 F-3
                       CROFF ENTERPRISES, INC.
                    (Formerly Croff Oil Company)

                            BALANCE SHEET

                     December 31, 1995 and 1996


       LIABILITIES AND STOCKHOLDERS' EQUITY

                                            1995         1996   
Current liabilities:
  Accounts payable    
		                                        $ 10,829     $  3,164
  Accrued liabilities    
		                                            3,662        1,660
  Note payable (Note 2)  
		                                            50,000            -

      Total current liabilities 
	             		                              64,491        4,824
 
Commitments (Notes 2 and 4)

Stockholders' equity (Note 5):
  Class A preferred stock, no par 
    value; 5,000,000 shares author-
    ized, none issued                            -            -
  Class B preferred stock, no par 
    value; 520,000 shares authorized, 
    516,505 shares issued and out-
    standing                                     -      233,744
  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      672,799
  Accumulated deficit                           (444,724)    (370,931)

                                                 523,173      593,526
  Less treasury stock at cost, 
    62,628 shares                     
                              				               (82,646)     (82,646)

      Total stockholders' equity
                     			                           440,527      510,880

                                                   $505,018     $515,704

                       See accompanying notes.
                                 F-4
                        CROFF ENTERPRISES, INC.
                     (Formerly Croff Oil Company)

                        STATEMENT OF OPERATIONS

         For the Years Ended December 31, 1994, 1995 and 1996


                                           1994       1995       1996   
Revenue:
  Oil and gas sales (Note 8)  
                        		               $196,780   $195,834   $216,870
  Gain (loss) on disposal of oil and 
    gas properties  
	                                          (1,656)     5,289     19,678
  Other income    
              	                              6,139      4,307      7,503

      Total revenue    	
                 	                          201,263    205,430    244,051

Costs and expenses:
  Lease operating expense   
                        		                   51,983     55,584     58,356
  General and administrative 
    (Note 3)        
	                                            65,815     66,698     73,673
  Rent expense - related party
    (Note 4) 
	                                            16,800     16,800     16,800
  Depreciation and depletion 
		                                           32,482     30,245     20,759
  Interest            
		                                                -      4,592        670

      Total costs and expenses  
                                			          167,080    173,919    170,258

Net income (Note 6)   
           	                                $ 34,183   $ 31,511   $ 73,793

Net income per common share (Note 7)   
			
                                			          $    .06   $    .06   $    .14
                        See accompanying notes.
                                  F-5
                                        CROFF ENTERPRISES, INC.
                                     (Formerly Croff Oil Company)

          STATEMENT OF STOCKHOLDERS' EQUITY

For the Years Ended December 31, 1994, 1995 and 1996

                                        Capital in     Treasury      Accum-
Preferred stock       Common Stock     excess of       stock          ulated
            						   			               par value                     deficit
 Shares |Amount    Shares | Amount 			

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

Net income 
for the year 
ended 
December 31, 1994   			
       -        -        -        -           -        -            34,183   

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

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

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

Balance, 
December 31, 1995
        -        -  579,143    57,914        909,983     (82,646)    (444,724) 

Issuance of 
preferred 
stock 
(Note 5)  
516,505  233,744       -         -             (233,744)      -           -

  Costs of issuance of 
    preferred stock              
        -        -    -              -          (3,440)      -           -

 Net income 
  for the year ended 
  December 31, 1996                      
          -        -   -              -         -             -      73,793

Balance, 
Dec 31, 1996 
516,505 $233,744   579,143  $57,914      $672,799     $(82,646)   $(370,931)   
   



                                        See accompanying notes.
                                                  F-6
                         CROFF ENTERPRISES, INC.
                      (Formerly Croff Oil Company)

                         STATEMENT OF CASH FLOWS

          For the Years Ended December 31, 1994, 1995 and 1996


                                                 1994       1995       1996   

Cash flows from operating activities:
  Net income                                 $ 34,183   $ 31,511   $ 73,793
  Adjustments to reconcile net income 
    to net cash provided by 
    operating activities:
      Depreciation and depletion 
			                                            32,482     30,245     20,759
      Loss (gain) on disposal of 
        properties            
		                                              1,656     (5,289)   (19,678)
      Loss (gain) on marketable equity 
        securities   	
	                                               4,250        (60)    (3,012)
      Bad debt expense 
		                                              3,000          -          -
      Change in assets and liabilities:
        Decrease (increase) in accounts
          receivable
                                                3,558      4,022     (3,411)
        Decrease in accounts payable 
 			                                           (5,046)      (105)    (7,665)
        Increase (decrease) in accrued 
          liabilities                         (1,224)     3,125     (2,002)

            Total adjustments                  38,676     31,938    (15,009)

  Net cash provided by operating activities 
                               			             72,859     63,449     58,784

Cash flows from investing activities:
  Note receivable                
                  		                           (5,500)       700      4,800
  Proceeds from sale and leases of 
    property                
                                                  1,500     11,285    131,585
  Purchase of oil and gas interests  
                                               (70,354)   (10,557)   (15,875)
  Proceeds from sale of marketable 
    equity securities     
                                                   -      8,810      8,012
  Purchase of coal investment  
                                                    -   (100,000)         -
  Distributions from coal investment   
                                                    -      4,701     12,766

  Net cash provided by (used in) 
    investing activities           
                                 			            (74,354)   (85,061)   141,288

Cash flows from financing activities:
  Purchase of treasury stock  
                          			                         -     (9,840)         -
  Proceeds from note payable  
			                                                   -     50,000          -
  Repayment of note payable  
			                                                   -          -    (50,000)
  Cost of issuance of preferred stock 
				                                                  -          -     (3,440)

  Net cash provided by (used in) 
    financing activities              
                                       				            -     40,160    (53,440)

                      (Continued on following page)
                         See accompanying notes.
                                   F-7
                         CROFF ENTERPRISES, INC.
                      (Formerly Croff Oil Company)

                         STATEMENT OF CASH FLOWS

          For the Years Ended December 31, 1994, 1995 and 1996


                     (Continued from preceding page)

                                                 1994       1995       1996   

Increase (decrease) in cash 
                         		                      (1,495)    18,548    146,632

Cash at beginning of year    
                          		                     20,880     19,385     37,933

Cash at end of year            
                             		                 $ 19,385   $ 37,933   $184,565

Supplemental disclosure of cash information:

  During the years ended December 31, 1994, 1995 and 1996, the Company paid 
cash for interest in the amount of $0, $4,138 and $1,115, respectively.

                         See accompanying notes.
                                   F-8
                      CROFF ENTERPRISES, INC.
                   (Formerly Croff Oil Company)
  

                   NOTES TO FINANCIAL STATEMENTS
  
                 December 31, 1994, 1995 and 1996
  
  
1.   Summary of significant accounting policies
  
  Croff Enterprises, Inc. (formerly Croff Oil Company) (the Company)  is 
engaged primarily in the business of oil and gas exploration and  
development, primarily through ownership of perpetual mineral  interests and 
acquisition of oil and gas leases.  The Company's  stockholders approved the 
name change from Croff Oil Company to  Croff Enterprises, Inc. in February, 
1996.
  
  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.
  
  Fair value of financial instruments:
  
  The carrying amount of cash and cash equivalents is assumed to approximate 
fair value because of the short maturities of those  instruments.
  
  Marketable equity securities:
  
  The Company has adopted Statement of Financial Accounting Standards  No. 
115, Accounting for Certain Investments in Debt and Equity  Securities, which
provides for reporting certain equity securities at fair value, with 
unrealized gains and losses included in  earnings.  The aggregate cost of 
marketable equity securities at December 31, 1995 and 1996 was $8,590 and 
$4,295, 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.
  
                                  F-9
                      CROFF ENTERPRISES, INC.
                   (Formerly Croff Oil Company)
  
                   NOTES TO FINANCIAL STATEMENTS
  
                 December 31, 1994, 1995 and 1996
  
  
1.   Summary of significant accounting policies (continued)
  
  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.
  
  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 Note 2).
  
  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.
  
  Concentrations of credit risk:
  
  Financial instruments which potentially subject the Company to  
concentrations of credit risk consist principally of cash and trade  
receivables.  The Company places its cash with high quality  financial 
institutions.  At times during the year, the balance at any one financial 
institution may exceed FDIC limits.  At December  31, 1996, the Company had 
cash reserves of $174,742 in a money  market account at a brokerage firm.
  
                                 F-10
                      CROFF ENTERPRISES, INC.
                   (Formerly Croff Oil Company)
  
                   NOTES TO FINANCIAL STATEMENTS
  
                 December 31, 1994, 1995 and 1996
  
  
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 loan was repaid during  1996.  The LLC acquired a mortgage 
note on a coal mine in Indiana, and the Company had 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.  In January 1996, creditors of the coal mine filed an 
involuntary petition under Chapter 7 of the  Bankruptcy Code which, upon 
motion of the mining company was converted to a case under Chapter 11 of the 
Bankruptcy Code.  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, 1994, 1995 and 1996 amounted  to $370, $2,222 and 
$4,398, 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.   Stockholders' equity
  
  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, 1996, no warrants have been exercised.
  
On February28, 1996, the shareholders of teh Company approved the creation of
5,000,000  authorized Class A Preferred shares and 520,000 authorized Special
Class B Preferred shares.

The Class A preferred stock was authroized for possible future capitalization
and funding purposes of the Company and has not yet been designated as voting
or non-voting.  Presently, there are no plans or intentions to issue these
shares.

The Class B preferred stock was authorized to protect the existing perpetual
mineral interests and other oil and gas assets of the Company for the benefit
of existing stockholders while the Company pursues other business ventures.
In October 1996, the Company issued to its common shareholders one share of
Class B preferred stock for every share of common stock held which totaled
516,505 shares.  The Class B preferred stock has no par value and limited 
voting privileges.  The Class B preferred stockholders are entitled 
exclusively to all dividends, distributions, and other income which are 
based directly or indirectly on the oil and natural gas assets of the 
Company.  In addition, in the event of liquidation, distribution or sale of
the Company, the Class B preferred stockholders have an exclusive preference
to the net asset value of the natural gas and oil assets over all other 
classes jof common and preferred stockholders.

  
                                 F-11
                      CROFF ENTERPRISES, INC.
                   (Formerly Croff Oil Company)
  
                   NOTES TO FINANCIAL STATEMENTS
  
                 December 31, 1994, 1995 and 1996
  
  
5.   Stockholders' equity (continued)
  
                                   1994             1995              ve 
preference to the net asset v
preferred stockholders.  
  
  The value of the Class B preferred shares was based on the book  value of the
 oil and gas assets at December 31, 1996.
  
6.   Income taxes
  
  At December 31, 1996, the Company had net operating loss carry-forwards of 
approximately $496,000, which, if not used, will expire as follows:
  
             Year of expiration                       Amount 
                  1998                             $ 49,000
                  2000             	               447,000
  
                                                    $496,000
  
                                 F-12
                      CROFF ENTERPRISES, INC.
                   (Formerly Croff Oil Company)
  
                   NOTES TO FINANCIAL STATEMENTS
  
                 December 31, 1994, 1995 and 1996
  
  
6.  Income taxes (continued)
  
  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, 1994, 1995 and 1996 due to the utilization of a tax
loss carryforward for each of the years.  The recognized tax benefit
of the utilized carryforward was $7,500, $8,400 and $15,600 for each of 
the years ended December 31, 1994, 1995 and 1996, respectively.  The Company
has a financial statement loss carryover of approximately $371,000 remaining
at December 31, 1996.  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 carrovers for financial and 
tax purposes approximate $2,700 from pre-1986 transactions.

As of December 31, 1995 and 1996, total deferred tax assets, liabilities 
and valuation allowance are as follows:

                                      1995              1996
Deferred tax assets resulting from loss
 carryforwards                      $205,000          $185,000
Deferred tax liabilities             (44,000)          (47,000)
Valuation allowance                 (161,000)         (138,000)
  
                                    $      -            $      -
  
7.  Income per common share
  
  Income per common share information is based on the weighted average number
 of shares of common stock outstanding during each year, approximately 
526,000 shares in 1994, 521,000 shares in 1995, and 517,000 shares in 1996.
  
8.  Major customers
  
  Customers which accounted for over 10% of revenues were as follows for the 
years ended December 31, 1994, 1995 and 1996:
  
                           1994               1995              1996  
        Oil and gas:
          Customer A         20.0%            25.3%            23.7%
          Customer B         12.5%             11.9%           11.1%
          Customer C         16.3%             15.6%                * 
          Customer D          *                *                10.5%
  
    * - less than 10%
  
                                 F-13
                       CROFF ENTERPRISES, INC.
                    (Formerly Croff Oil Company)

 SUPPLEMENTAL INFORMATION - DISCLOSURES
 ABOUT OIL AND GAS PRODUCING ACTIVITIES - 				UNAUDITED


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 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 andadministrative costs.

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

                                F-14
                       CROFF ENTERPRISES, INC.
                    (Formerly Croff Oil Company)

  SUPPLEMENTAL INFORMATION - DISCLOSURES
   ABOUT OIL AND GAS PRODUCING ACTIVITIES - 				UNAUDITED


                             (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, 1996, crude oil prices and natural gas 
prices increased.  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.


                                F-15
                       CROFF ENTERPRISES, INC.
                    (Formerly Croff Oil Company)

  SUPPLEMENTAL INFORMATION - DISCLOSURES
   ABOUT OIL AND GAS PRODUCING ACTIVITIES - 				UNAUDITED

           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, 1994, 1995 and 1996:

                               1994                1995                1996  

  Revenues     
                                $196,780         $195,834            $216,870

  Lease operating costs 
          	                    51,983              55,584              58,356
  Depletion, depreciation, and 
    amortization   
                                32,482              30,245              20,759

                                84,465              85,829              79,115
  
Income tax expense                 -                   -                   -


  Results of operations from 
    producing activities (excluding 
    corporate overhead and 
    interest expense)  
                              $112,315            $110,005            $137,755



                                F-16
         STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS AND CHANGES 
THEREIN  RELATING TO PROVED OIL AND GAS RESERVES

                                                 Year ended December 31,     
                                          1994          1995           1996   

Future cash inflows      
                                       			$1,465,000  $1,480,000  $1,540,000
Future production and development
  costs                                              
			                                        (368,000)   (367,000)   (359,000)

                                           1,097,000   1,113,000   1,181,000

Future income tax expense                
                       			             -                  -                 -

Future net cash flows                     
                                     			    1,097,000   1,113,000   1,181,000

10% annual discount for estimated
  timing of cash flows     
               	                            (367,000)   (377,000)   (415,000)

    Standardized measure of dis-
      counted future net cash 
               flows                       $  730,000  $  736,000  $  766,000

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

Beginning balance
                                          $  670,000  $  730,000  $  736,000
     
Evaluation of proved undeveloped 
  reserves, net of future produc-
  tion and development costs
		                                           18,000       6,000      (5,000)
Purchase of proved reserves
		                                            70,000      10,000      16,000
Sales and transfer of oil and gas 
  produced, net of production 
  costs                 
                                           (145,000)   (140,000)   (264,000)
Net increase (decrease) in 
  prices and costs   
                                             51,500      81,000     204,000
Extensions and discoveries   
		                                           16,500       7,000      74,000
Revisions of previous quantity 
  estimates             
                                                -      36,000      (7,000)
Accretion of discount   
	                                            49,000       6,000      12,000
Net change in income taxes
                                                -           -           -
Other                                           -           -           -

             Ending balance                $  730,000  $  736,000  $ 766,000


                                 F-17
                 PROVED OIL AND GAS RESERVE QUANTITIES
                    (All within the United States)

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

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

  Revisions of previous estimates                       (2,493)       23,148
  Purchase of reserves                                     700        26,000
  Extensions, discoveries and 
    other additions                                        550        54,000
  Sale of reserves                                     (18,300)      (46,000)

Balance, December 31, 1996                              51,012       275,124

Proved developed reserves
  December 31, 1994                                      56,772       167,394
  December 31, 1995                                      53,508       204,865
  December 31, 1996                                      38,101       265,748

Costs incurred in oil and gas producing activities for the years ended
December 31, 1994, 1995 and 1996 are as follows:


                                1994                1995                1996  
Property acquisition, exploration 
 and development costs capitalized             
                       		     $70,354             $10,557             $15,875
Production costs 
                              51,983              55,584              58,356
Depletion and depreciation 
                              32,482              30,245              20,759


                                F-18

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 December 31, 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     Shares Beneficially Owned     Percent of Class
  Beneficial Owner
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 INFORMATION AS TO DIRECTORS

                                            Number of     
                                            Shares        Percentage of
               Director                     (Beneficial   Issued and
NAME           Since         Compensation   and Legal)    Outstanding

Gerald L.      1985	    Salary as      203,345       38.13%
 Jensen (1)                  President:     (See          (See
                             $48,000 - No   Principal     Principal
			    Benefits -     Shareholder   Shareholder
			    No Director    Chart, 	Chart,
			    Compensation   above)	above)
			    (See Below)

Dilworth       1981	    Normal         11,300        2.11%
 Nebeker (2)                 Director  
			    Stipend Only
			    (See Below)

Richard        1985	    Normal         10,100	1.88%
 Mandel (2)   		    Director 
			    Sipend Only
			    (See Below)

Edwin          1985	    Normal	  14,000		2.61%
 Peiker, Jr (2)		    Director
			    Stipend Only
			    (See Below)

Julian D.      1990	    Normal         46,532	8.68%
 Jensen (2) & (3)	    Director 	  (See 
			    Stipend Only	  Principal
			    (See Below)    Shareholder
					  Chart, 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 management	s 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 the 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) will not
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.  
        Each year thereafter, 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, which would be added onto or subtracted from the
existing base valuation of $413,212.  This valuation divided by the proposed
516,515 preferred Class  B 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:
	3               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.
	4               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.
	5               There is  no assurance that CEI will be able to purchase
        existing businesses primarily for stock or will be able to raise
        sufficient capital to operate in a new line of business.
	6               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.
	7               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.
	8               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 intends to be present, but has not been
informed that any other person intends to present.  The Board is not aware
of 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













































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

               NOTICE OF 1995 ANNUAL MEETING OF SHARHOLDERS

        The Annual Meeting of Shareholders of Croff Oil Company (hereinafter
"the Company" or "Croff") will be held on February 28, 1996, at the Company's
offices at 1433 Seventeenth Street, Suite 220, Denver, Colorado 80202, at
10:00 a.m. (MDT).  The meeting will be held for the following purposes:

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

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

        (3)      To approve creation of Five Million (5,000,000) Class  A
Preferred Shares as described in the Proxy Materials.

        (4)      Approve creation of 520,000 Special Class  B Preferred
Shares to be issued to existing shareholders as described in Proxy Materials,
and the Pledge of Oil and Gas Assets to these Shares.

        (5)      To change the name of the Company to CROFF ENTERPRISES, INC.

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

        The transfer books will not be closed, but only shareholders of
record at the close of business on December 31, 1995 will be entitled to
notice of and to vote at the Annual Meeting.

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

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

By Order of the Board of Directors


Gerald L. Jensen
Chairman of the Board

Dated: January 31, 1996










                  CROFF OIL COMPANY PROXY FORM AND BALLOT
                     ANNUAL MEETING, February 28, 1996

Please complete, sign and provide any additional information on this Proxy
Statement and return it to the Company by mailing it back prior to February
24, 1996 in the enclosed envelope.
___________________________________________________________________________ 
For    Against     Abstain        Proposal                                  
                                          Election of all current management
					nominees to the                                      Board of Directors. 
					If voting against election of all,
                                          indicate below your individual vote.
                                                                           
					YOU MAY VOTE FOR ALL CURRENT
					NOMINEES ABOVE; OR YOU MAY VOTE
					INDIVIDUALLY AS TO EACH PROPOSED
					DIRECTOR BELOW
                                                                            
For   Against        Abstain                               		
                               Mr. Gerald L. Jensen, Dir. and Pres.        
                               Mr. Richard H. Mandel, Jr., Director        
                               Mr. Edwin Peiker, Director & Sec.           
                               Mr. Dilworth A. Nebeker, Director           
                               Mr. Julian D. Jensen, Director              
                         OTHER MATTERS                                     
                                          Election to retain Causey, Demgen
					& Moore as independent CPA's for 
					the Company.                                         		
	                                Creation of 5,000,000 Class  A Preferred
				Shares 
                                                                           
                                 Creation and issuance of 520,000 Special
				Class  B Preferred Shares and Pledge of 
				Oil and Gas Assets to these  Shares                                    
	                                Grant to current management the right to
				vote your proxy in accordance with their
				judgment on other matters as may properly
                                 come before the meeting. 		
              OTHER SHAREHOLDER PROPOSALS AND/OR NOMINATIONS
                                                                           
(Unless otherwise indicated, your proxy will be voted in favor of any
nomination or proposal indicated below.)
___________________________________________________________________________
                       (Attach sheets as necessary)
_____Check here if you plan               ______________________________
           to attend the meeting.         SIGNATURE

                                          Date: _________________________
Print Shareholder Name(s)        
exactly as they appear on 
your Certificate:
______________________________   

______________________________   

Complete If Known:
Certificate #:___________________
No. of  Shares:_________________SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934


Date of Report:	June 3, 1996

CROFF OIL COMPANY
(Exact name of registrant as specified in its charter)


Utah						87-0233535		
(State or other jurisdiction			(I.R.S. Employer
or incorporation or				Identification No.)
organization)


1-100				
(Commission File Number)


1675 Broadway
Suite 1030
Denver, Colorado  				80202		
(Address of principal				(Zip Code)
executive offices)

Registrant's telephone number, including area code:	(801) 628-1963




I
tem 2.	DISPOSITION OF ASSETS:

	On May 20, 1996, Croff Oil Company, the Registrant, sold all of its interest
 in the Taylor Ina field in Medina, County, Texas.  Croff had purchased this
 interest by buying Production Resources, Inc., on October 1, 1993, and 
transferring a carved-out production leasehold interest to Croff and then 
transferring Production Resources, Inc. to Renny Walker, a local operator. 
Croff sold its interest back to Production Resources, Inc. in this sale.  The
 sales price was $103,700, including two pieces of equipment.

	Croff had purchased Production Resources, Inc. on October 1, 1993.  In 
October, 1993, it had sold all of the stock in the Company to Renny Walker, a
local operator in Medina County, Texas, and reserved a carved-out production 
payment, secured by a mortgage on the equipment and leases.  Croff had paid 
an initial payment of $90,000 for the field and a second payment, a year 
later, of $45,000.  During the period of ownership by Croff Oil Company, the 
carved-out production payments yielded a cash flow of approximately $75,000.
Croff determined to sell its interest in the field when the local operator 
proposed to but out Croff's carved-out production payment, on the basis that 
he could not maintain these expense-free payments.  

	The Company felt that the reliance on a single operator made this investment
more risky than an investment in which the production came from larger wells,
operated by more significant companies.  The Board had authorized the 
President to negotiate the sale at the Board Meeting in February, 1996.  
Croff's basis in the properties was approximately the same as the sales 
price, so the sale was approximately break even.

	Croff intends to use the proceeds from the sale of this field to purchase 
other producing oil and gas properties.  The sale was pending for a period of
approximately two months while the purchaser obtained bank financing.  Bank 
financing by the purchaser was obtained from Community National Bank in 
Hondo, Texas.  There is no personal or business relationship between buyer 
and seller, and the sale was an arms length transaction.




Item 7.	Other Significant Events

	On June 1, 1996, Croff Oil Company moved its corporate offices to 

1675 Broadway, Suite 1030 
Denver, Colorado 80202 
phone number (303) 628-1963, fax number (303) 623-2385





SIGNATURES

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



Date: 06/03/96													             Gerald L. Jensen
                                        President					
                                        Croff Oil Company				
                                        1675 Broadway, Suite 1030			
                                        Denver, Colorado  80202		

Telephone														Fax
(303) 297-3383											(303) 297-8555
						
							

 CROFF OIL COMPANY
 1433 17th STREET, SUlTE 220
 DENVER, COLORADO 80202

                                          May 9, 1996

Ms. Rhonda Jolley
Attorney at Law
1614 Avenue M
Hondo, Texas 7SS61

Dear Rhonda,

       I have received telephone calls from Debbie of your office and Renny 
Walker with respect to the Community Bank/Production Resources, Inc. closing.
My understanding is the Bank will require an attorney's opinion. Renny 
informs me that if he (as a former landman) and his attorney, Jim Hughes, are
able to use the documents I sent to you, and the Courthouse records? that the
opinions will be finished next week.


       Accordingly, you are hereby authorized to allow Production Resources, 
Inc. and its' attorney, Jim Hughes, to use the historical records I have sent
to you for delivery at closing. Please keep our actual conveyance documents 
for the closing in your safekeeping. If they need to remove any records or 
files from your office, please get a receipt.

       We will extend the payment amounts set out he my previous letter until  
May 17, 1996. If closing does not take place, we may extend the date again, 
but we will collect our current share of production revenue fox April, 
payable May '0, 1996, as a condition for any additional delay after May 17, 
1996.

       Thank you.

					Very truly yours,
					Croff Oil Company

					Gerald L. Jensen


GLJ :jg
cc:   Renny Walker




Release and Quit Claim of Leases

       Whereas, Croff Oil Company, a Utah corporation, with an address of 
1433 17th Street, Suite 220, Denver, Colorado 80202, hereafter called 
"Assignor", has previously assigned certain leases in the County of Medina, 
State of Texas, to Production Resources, Inc., a Texas corporation, with an 
address of Bandera Star Route, Box 46-AF, Hondo, Texas 78861, hereafter
called "Assignee", which certain oil and gas leases have been improved with 
working oil wells, pipelines, tanks, pumping equipment and other facilities, 
which are located on the leases which are described on Exhibit "A'7, attached
 hereto, and whereas, Assignor in its' previous assignment of such leases to 
Assignee reserved a Carved-out Production Share secured by a Mineral Interest
Mortgage, which documents were recorded in Medina County, Texas, the 
Assignment of Lease with a Carved-out Share of Oil and Natural Gas Production
Reserved by Assignor, being document #65921, recorded in Volume 208, page 
831-835, and such Mineral Interest Mortgage being document #65922, recorded 
in Volume 208, page 837-841, and whereas, Assignee is now paying and 
discharging in full such obligation to Assignor, now therefore, Assignor and 
Assignee hereby agree as follows:

       1.    Assignor hereby releases to, conveys, quit claims and assigns to
 Assignee all of its right, title and interest in and to the leases, and all 
improvements thereon, which leases are described in the attachment hereto 
labeled Exhibit "A" and incorporated herein by this reference.

       2.    Assignee hereby agrees to pay all obligations and claims against
Assignor, past present or future, which arise out of Assignor's interest in 
these leases or Assignee's operation thereof and to hold Assignor harmless 
from any and all claims, obligations, or liabilities with respect to these 
leases, including the costs of plugging and abandoning of any such oil and 
gas wells, any environmental damage, any claim of any government agency, for 
environmental damage, any and all other claims whatsoever, due to Assignor's 
or Assignee's ownership or operation of these mineral leases, including any 
other claims, direct or indirect, made by any government agency or any third 
party against Assignor or Assignee.

       3.    The effective date of this Release and Quit Claim of Leases shall 
be April 1, 1996, and effective for any production after such date.

       4.    This Release will also release the Ratification, Conveyance and 
Assignment from Production Resources, Inc., A Texas Corporation, to Croff Oil
Company, A Utah Corporation, dated July 21, 1994, and recorded as document 
number 71457 in Volume 227, pages 591-624.

       In witness whereof, this Release and Quit Claim of Leases has been 
executed by Assignor and Assignee this 3RD day of May 1996.                  

ATTEST                  				CROFF OIL COMPANY

By:- JENNY GILSTRAP			   By: ,
                 						   Gerald  L. Jensen    
						                     President




ATTEST


                       By 							PRODUCTION RESOURCES, INC.
								By  		
Ann Walker			     				     Earl R. Walker
								                    President






STATE OF COLORADO )
         			      )ss
COUNTY OF DENVER  )






       Before me, the undersigned authority, on this day personally appeared 
Gerald L. Jensen, President of Croff Oil Company, known to me to be the 
person whose name is subscribed to theforegoing instrument, and acknowledged 
to me that he executed the same for the purposes and consideration therein 
expressed, and in the capacity therein stated and as the act and deed of said
 corporation.

       Given under my hand and seal of office on this 30THday APRIL, 1996.


My commission expires:					Notary Public


								Beverly J. Licholat


STATE OF TEXA S    )
                    	             ) SS
COUNTY OF BEXAR)







       Before me, the undersigned authority, on this day personally appeared 
Earl R. Walker, President of Production Resources, Inc., known to me to be 
the person whose name is subscribed to the foregoing instrument, and 
acknowledged to me that he executed the same for the purposes and 
consideration therein expressed, and in the capacity therein stated and as 
the act and deed of said corporation.

       Given under my hand and seal of office on thisv day of April, 1996.



My commission expires:					Notary Public
	

		       						Beatrice M. Sullivan



J. N. Wilson "B"

           The North: 34.44 acres of a 51.94 acres tract out of Survey No. 
366, F. Vanderstucken, Medina County, Texas

Lenora Schmidt "B":


  Oscar Schmidt


148 acre tract situated in Medina County, Texas  out of and part of Survey 15
in the name of P. E. Durst, and being fully described in an oil & gas Lease 
dated July 20, 1995, recorded in Volume 167, Page 104, Deed Records of Medina
County, Texas



 V H. Neumann "B"


311.3 acres, more or less, and being 203.8 acres out of
Survey No. 247, Jos. Walker, and 1()7.5 acres out of
Survey No. 328, Theo. Mercier, all in Medina County, Texas.

 V . H . Neumann

    214.1 acres, more or less, and being l07.8 acres out of Survey
 No. Z47, Jos. Walker and 107.8 acres out of Survey No. 328,   
 T. Mercier, all in Medina County, Texas.



Oscar Schmidt "B"

48 acres of land, more or less, out of .Survey No. 15, in the
name of  P. E. Durst:, orlginal grantee, Abstract No. 303,
Medina County, Texas, and being the same land described in the Deed in Volume
218, Pages 1 and 2, Medina County Deed Records, said deed is recorded in 
Volume No. 247 on Page No. 174 of the Medina County Deed Records.


O . K.  Schmidt

9.65 acres, more or less, out of Survey No.  15. P. E. Durst Survey, Medina 
County Texas, and more particularly described in that oil, gas and Mineral 
Lease executed by Overton K. Schmidt, Sr., et ux to W. F. Seeger dated August
 1 1970, and recoded under File No,. 54 in the Office of the County Clerk, 
Medina County, Texas, to which reference is here made for descriptive 
purposes.

    J.N . Wilson

Being 190 acres of that certain oil and gas lease from J. N. Wilson et ux, 
Lessors, to R. S. Drilling Corporation, Lessee, dated January 19, 1955, 
recorded in Volume 165, Page 620 of the Deed Records of Medina County, Texas,
 as amended by that certain lease amendment between J. N. Wilson, et us, and 
Rorico Oil Company, dated November 20, 1956, recorded in Volume 173, Page 
246, of the Deed Records of Medina County, Texas.

 Lenora Schmidt

277 acres , more or less, out of Survely No. 15 in the name of P. E. Durst, 
Abstract 303 in Medina County, Texas, and fully described by metes and bounds
in a partition deed dated May 2, 1953, recorded in Volume 158, Page 342, Deed
Records of Medina County, Texas.

					Vol  208	Pg  840

Exhibit "A"

Herring-Holloway

Description of Property


All that certain tract of land situated in the County of Medina, State of 
Texas, described as follows:

All situated in Medina County, Texas, described in two tracts for a total of 
91.23 acres, more or less, described by metes and bounds as follows:

FIRST TRACT: Twenty (20) acres of land out of Survey No. 328, Theophile 
Mercier, in Medina County, Texas, described by metes and bounds as follows to
wit:

BEGINNING at a stake and fence corner in the west boundary line of the 
Hondo-Biry Road, located at the point where the west boundary line of said 
Hondo-Biry Road intersects with the south boundary line of said Survey No. 
328;

THENCE N. 89 deg. W. with fence, along the south boundary line of the public 
road, 240 varas to a stake;

THENCE North 461.3 varas to a stake under fence;

THENCE with fence S. 89 deg. 47' E. 247.2 varas to a stake in the west 
boundary line of the Hondo-Biry Road;

THENCE with fence along the west boundary line of said Hondo-Biry Road, S. 1 
deg. W. 464.8 varas to the place of beginning.

SECOND TRACT: 71.23 acres more or less, out of Survey No. 328, in the name of
Theophile Mercier, described by metes and bounds as follows:

BEGINNING at a stake and fence corner in the West boundary line of the 
Hondo-Biry Road, located at a point where the West boundary line of the said 
Hondo-Biry Road intersects with the South boundary line of the said Survey 
No. 328;

THENCE with fence along the South boundary line of said Survey No. 328, and 
along N. boundary line of a public road, N. 89 deg. W. 240 varas to a stake 
for the place of beginning;

THENCE North 89 deg. West with fence along South boundary line of said Survey
 No. 328, and along the North boundary line of public road, 887.5 varas to a 
stake and fence corner;

THENCE North 1 deg. E. with fence, 449 varas to a stake and fence corner;

THENCE S. 89 deg. 47 mia. E. with fence, 880 varas to a stake;

THENCE South 461.3 varas to the place of beginning.

				FILED IN MY OFFICE
				ANNA DE WALLE
					
				NOV 12 AM    10:30
						 	COUNTY CLERK, MEDINA CO

			VOL 208	PG 841



	
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934


Date of Report:	December, 1996

CROFF OIL COMPANY
(Exact name of registrant as specified in its charter)


Utah						87-0233535		
(State or other jurisdiction			(I.R.S. Employer
or incorporation or				Identification No.)
organization)


1-100				
(Commission File Number)


1675 Broadway
Suite 1030
Denver, Colorado  				80202		
(Address of principal				(Zip Code)
executive offices)

Registrant's telephone number, including area code:	(801) 628-1963





Item 2.	DISPOSITION OF ASSETS:

	From November 20 to November 26, 1996, Croff Enterprises, Inc. distributed to 
its shareholders the Preferred "B" shares which had been authorized by its 
Board in a Meeting on February 28, 1996.  The shares were distributed with 
the Annual Report and a Question and Answer format explaining what the shares 
were and how they are 
transferred.  The shares are distributed on a one for one basis with the 
common shares, so each shareholder holds an equal number of common and 
Preferred "B" shares.
	
	The Board of Directors determined not to have the Company set the price for 
buying and selling the Preferred "B" shares, for the treasury, but to create 
a company clearinghouse allowing the purchase and sale of these shares 
between shareholders at the bid and asked price submitted by shareholders.  
This would allow trades at an arms length price to the highest bidder, with 
the Company acting only as a clearinghouse for the sellers 
and bidders.  These shares are restricted from public trading and the Company 
acts as its own transfer agent with respect to these shares.  The Board of 
Directors will monitor this intracompany market to determine if the Company 
needs to buy or sell these shares to create a better market in the future.



Item 8.	EXHIBITS

	The Question and Answer format and a sample certificate are attached hereto as 
Exhibits A and B.


SIGNATURES

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



Date:												
	
President					
Croff Oil Company				
1675 Broadway, Suite 1030			
Denver, Colorado  80202		


EXHIBIT A

YOUR RESTRICTED PREFERRED STOCK CERTIFICATE IS 
ENCLOSED
THIS IS A VALUABLE INSTRUMENT: PLEASE KEEP IT IN A SAFE 
PLACE AND READ THE INFORMATION BELOW

QUESTIONS AND ANSWERS FOR CROFF ENTERPRISES, INC.
PREFERRED "B" SHAREHOLDERS

QUESTION:
1.	What are the Croff Enterprises, Inc. Preferred "B" Shares?

ANSWER:
	The Croff Enterprises, Inc. Preferred "B" Shares were created by the action 
of the shareholders at a shareholder's meeting held on February 28, 1996.  At
this meeting the shareholders approved the creation of the Preferred Class "B" 
Shares, the Preferred Class "A" Shares, (no Class "A" Shares have been issued)
and the change of the name from Croff Oil Company to Croff Enterprises, Inc. 
The oil and gas assets of the Company were pledged for the benefit of the 
Class "B" Preferred Shares, effective upon issue.  Each shareholder holding a
common share will receive one Preferred Share for each common share owned, 
without charge or reduction to your present shareholder interest.  The purpose
of the Preferred "B" Shares is to preserve the oil and gas assets of the 
Company for the existing shareholders of the Company.  The Company is now 
attempting to expand into other businesses in order to create a larger Company
with an active trading market for the common shares.  An acquisition will 
decrease your percentage ownership in the common shares.

QUESTION:
2.	How many Preferred "B" Shares do I receive?

ANSWER:
	You will receive one Preferred "B" Share for each common share which you 
currently hold.  Remember that the stock was reverse split in 1991, so if you
have a red certificate, you will receive one Preferred "B" Share for each 
number shown on that certificate.  If you hold the old green certificates, 
issued prior to the 1991 reverse split, you will receive one Preferred "B" 
Share for each 10 shares shown on the green certificate.

QUESTION:
3.	Can I buy and sell Preferred "B" Shares through a broker?

ANSWER:
	Preferred "B" Shares are traded only within a market created by the Company 
by private sale and are not publicly traded.  You may not, therefore, buy or 
sell your Preferred "B" Shares through a broker since no public market exists. 

QUESTION:
4.	How do I buy and sell the Preferred "B" Shares?

ANSWER:
	The Company acts as its own transfer agent for the Preferred "B" Shares, so 
they may be transferred by submitting the enclosed "Bid and Ask" Form to the 
Company at the address shown on the above letterhead.  There is a $5 charge 
for each new certificate issued when transferring your Preferred "B" Shares.  
Anyone wishing to buy or sell the Preferred "B" shares should send in 
the enclosed Bid and Ask Form to the Company which will match all sellers 
with the highest bid price.  The Company will maintain and provide to any 
shareholder all bids and asked prices for the Preferred Stock.

QUESTION:
5.	What if I want to buy more Preferred "B" Shares?

ANSWER:
	Any shareholder who wishes to increase his holdings of Preferred "B" Shares 
may do so by completing the "Bid and Ask" Form enclosed with this package.  
On the Bid Form, fill out the number of shares and the price you are willing 
to pay.  This information will be provided to all shareholders who desire to 
sell their shares and those accepting the offer will then send their shares 
in for transfer.  Upon payment of the $5 fee and the price on your bid sheet, 
such Preferred "B" Shares will be transferred and mailed to you.  The minimum 
bid is for 100 shares.  All shares offered will be sold to the first bidder 
offering the highest price.  Any shareholders desiring to know the Bid or Ask
prices, should call Colleen at (303) 628-1963, who will provide this 
information to you before you fill out your "Bid and Ask" Form.

QUESTION:
6.	Can I sell the Preferred "B" Share which I have just received for cash?

ANSWER:
	Yes, you may sell your Preferred "B" Shares which you are receiving with 
this package by following the instructions set out above.  Currently, the 
Company has only the President's bid of $.75 per share for 10,000 shares.  
You may wish to wait until the Company has received other bids from 
shareholders receiving this package.  This package is being mailed to all 
shareholders of the Company at the same time.

QUESTION:
7.	If I hold my Preferred "B" Shares, will they be worth more or less in the 
future?

ANSWER:
	The value of the Preferred "B" Shares will be dependent upon the price of 
oil and natural gas in the future and the ability of the management of the 
Company to use the cash flow from oil and gas assets to acquire additional 
reserves yielding cash flow from production.  Management feels that it can 
invest the cash flow in acquiring or drilling for oil and gas assets in the 
future, which management intends to do with the intent to increase the value
of the Preferred "B" Shares.  However, management has no control over the 
price of oil and natural gas and there can be no assurance it will be able to
invest in oil and gas properties successfully, so as to increase the value 
of the Preferred "B" Shares in the future.

	If you have any other questions, please feel free to call the Company at 
(303) 628-1963.


Exhibit B
                            CROFF ENTERPRISES, INC.

                                 TRANSFER FEE:
      $5.00 PER CERTIFICATE BY THE COMPANY OR ITS DESIGNATED TRANSFER AGENT

The following abbreviations, when used in the inscription on the face of this 
certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

     TEN COM -as tenants in common   UNIF TRANS MIN ACT-.....Custodian...... 
                                                       (Cust)         (Minor)
     TEN ENT -as tenants by the entireties   under Uniform Transfers to Minors

     JT TEN -as joint tenants with right of 	Act .........................
       survivorship and not as                    		(State)
       tenants in common

       Additional abbreviations also may be used though not in the above list


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE



     For Value Received,_    ___hereby sell, assign and transfer unto


_____________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING  ZIP CODE OF ASSIGNEE
____________________________________________________________________________
____________________________________________________________________________
______________________________________________________________________Shares

of the Preferred "B.' Capital stock represented by the within Certificate and
do hereby irrevocably

constitute and appoint______________________________________________Attorney
to transfer the said stock on the books of the within named Corporation, with
full power ofsubstitution in the premises.
     Dated -_______________, 19__

					X________________________________________________
					X________________________________________________


Signature Guaranteed:

NOTICE: The signature(s) to this assignment must correspond
        with the name(s) as written upon the face of the Certificate-
        in every particular, without alteration or enlarge-
        ment or any changes whatever.

IMPORTANT: SIGNATURE(S) MUST BE GUARANTEED BY A MEDALLION GUARANTEED
SIGNATURE FROM A REGISTERED NATIONAL STOCK EXCHANGE FIRM, OR BY A
COMMERCIAL BANK OR TRUST COMPANY.





  NUMBER							                                                      SHARES

|        |    CROFF ENTERPRISES, INC .                              |       |

                    INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH

                     600,000 AUTHORIZED PREFERRED "B." SHARES





  THIS CERTIFIES THAT


is the owner of




 RESTRICTED STOCK

The shares represented by this certificate
have not been registered under the
Securities Act of 1933. The shares have been
acquired for investment. The shares, or any
interest therein, may not be offered, sold or
otherwise transferred in the absence of an
effective Registration Statement for the
shares under the Securities Act of 1933 and
applicable state law; or a prior opinion of
counsel, satisfactory to the issuer, that
registration is not required under such Acts.




SHARES OF THE PREFERRED "B"  CAPITAL STOCK
     CROFF ENTERPRISES, INC.

transferable only on the books of the Corporation by the holder hereof in 
person or by Attorney upon surrenderof this certificate properly endorsed.

    IN WITNESS WHERE OF, the said Corporation has caused this certificate to 
be signed by its duly authorized officers and its Corporate seal to be 
hereunto affixed.
	Dated:

                        					(Corporate Seal)

(Edwin W. Peiker)                                (Gerald L. Jensen)
  SECRETARY								                                  PRESIDENT












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<S>                             <C>                     <C>
<PERIOD-TYPE>                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1995
<PERIOD-END>                               DEC-31-1996             DEC-31-1995
<CASH>                                          184565                   37933
<SECURITIES>                                     10500                   15550
<RECEIVABLES>                                    36126                   32715
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                231191                   90948
<PP&E>                                          431601                  567925
<DEPRECIATION>                                (229621)                (249154)
<TOTAL-ASSETS>                                  515704                  505018
<CURRENT-LIABILITIES>                             4824                   64491
<BONDS>                                              0                       0
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                     233744                       0
<COMMON>                                         57914                   57914
<OTHER-SE>                                      219222                  382613
<TOTAL-LIABILITY-AND-EQUITY>                    515704                  505018
<SALES>                                         216870                  195834
<TOTAL-REVENUES>                                244051                  205430
<CGS>                                                0                       0
<TOTAL-COSTS>                                   170258                  173919
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                 670                    4592
<INCOME-PRETAX>                                  73793                   31511
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                              73793                   31511
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     73793                   31511
<EPS-PRIMARY>                                      .14                     .06
<EPS-DILUTED>                                      .14                     .06
        

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