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, 1998
                               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, 1999, 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: $218,316.

As  of  March  1,  1999, the Registrant had  outstanding  516,315
shares of common stock ($0.10 par value)
                        TABLE OF CONTENTS
                                

                             PART I
                                                          Page

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


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


ITEM 3         LEGAL PROCEEDINGS.....................  14


ITEM  4          SUBMISSION  OF MATTERS TO  A  VOTE  OF  SECURITY
HOLDERS.. 14


                             PART II
                                

ITEM  5          MARKET  FOR  REGISTRANT'S COMMON  EQUITY........
14


ITEM 6         SELECTED FINANCIAL DATA.................     16


ITEM 7         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS...........    16


ITEM  8          FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA......
20


ITEM 9         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURES.......    20
          

                            PART III
                                

ITEM  10    DIRECTORS AND EXECUTIVE OFFICERS OF THE  REGISTRANT..
21


ITEM 11   EXECUTIVE COMPENSATION..................     22


ITEM 12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT......................    22
          

ITEM 13   CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS.... 24


                             PART IV
                                

ITEM 14   EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND
          REPORTS ON FORM 8-K.................... 25

          SIGNATURES........................ 26

          FINANCIAL STATEMENTS..................  27

ITEM 1.   BUSINESS

     Forward-looking statements in this report, including without
limitation,   statements  relating  to   the   Company's   plans,
strategies, objectives, expectations, intentions and adequacy  of
resources, are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  Investors  are
cautioned that such forward-looking statements involve risks  and
uncertainties;  including without limitation to,  the  following:
(i)  the Company's plans, strategies, objective, expectations and
intentions are subject to change at any time at the discretion of
the  Company; (ii)  the Company's plans and results of operations
will  be  affected by the Company's ability to manage its  growth
and inventory (iii)  other risks and uncertainties indicated from
time  to  time  in the Company's filings with the Securities  and
Exchange   Commission.   Neither  the  Securities  and   Exchange
Commission nor any other regulatory body takes any position as to
the accuracy of forward looking statements.

  (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 Company, however, continues to operate its
oil  and  gas  properties  as Croff Oil Company.   The  principal
office  of  the Company is located at 1675 Broadway, Suite  1030,
Denver, Colorado 80202.  The telephone number is (303) 628-1963.

      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  owner  in
approximately 40 wells.  Croff holds small royalty  interests  in
over  200  wells.  In 1998, Croff purchased working interests  in
six  natural  gas  wells in the state of Oklahoma.   The  Company
began  receiving revenue from these wells in the second  half  of
the  year.   In 1997, Croff purchased working interests  in  five
additional  wells, three gas wells in Michigan,  a  gas  well  in
Colorado, and an oil well in Texas.  In 1996 Croff also purchased
an  additional  interest in the Rentuer, a gas and  oil  well  in
Wyoming,  and  an oil well in Colorado.  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.

     In  1995,  Croff  purchased  a two  percent  interest  in  a
mortgage  note  secured by an equal interest in an  Indiana  Coal
Mine.   This  venture failed when the utility canceled  the  coal
contract and Croff had to write off most of this investment.   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.  In 1997, the Company leased several tracts
of  its perpetual mineral interests in Northeast Utah as drilling
activity increased.  Drilling and leasing activity nearly  ceased
on the Company's properties in 1998 as oil and natural gas prices
dropped.

      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  1998  the  Company purchased six gas wells  located  in
Oklahoma.   The Company spent $208,000, primarily from  its  cash
reserves,  to  buy  these  working interests.   While  the  wells
occasionally  oil and condensate, these wells are  all  primarily
gas  wells.  This purchase closed in April 1998, and the  Company
began receiving revenue from these wells during the last half  of
calendar year 1998.  Because of the low prices of oil and natural
gas,  the  effect  of  this greater production  nearly  offset  a
decline in the revenue from the existing wells in the Company.

      In  1996,  the shareholders voted to adopt changes  in  the
capital  structure  of  the  Company in  order  to  provide  more
liquidity   to   the   shareholders.    The   purpose   of   this
recapitalization  was  to allow the Company  to  pursue  ventures
outside of the oil and gas business while retaining the Company's
core  oil  and  natural gas assets.  In order  to  do  this,  the
Company created a class of Preferred B stock to which all of  the
perpetual  mineral interests and other oil and  gas  assets  were
pledged.  Thus the Preferred B stock represents the oil  and  gas
assets of the Company and all other assets are represented by the
common  stock.  Each common shareholder received an equal  number
of  Preferred  B  shares,  one for  one,  at  the  time  of  this
restructuring of the capital of the Company.

      The  Preferred  B shares are not publicly traded,  but  are
bought and sold by shareholders privately.  The Company provides,
each  year,  a  clearinghouse to assist shareholders  wishing  to
trade  Preferred  B shares.  Any shareholder or any  outsider  is
able  to  bid and ask for the Preferred B shares of the  Company.
This  process first took place in January and February  of  1997,
again  in  1998, and 1999.  In 1997, the sale of the Preferred  B
shares were closed at prices ranging from $.75 to $.90 per share.
In  1998, the average price is approximately $1.00 per share.  In
1997,  approximately  13,500 shares  were  traded,  and  in  1998
approximately  30,000  were traded.  This  system  provides  some
liquidity to the Preferred B shareholders, and is paid for by the
Company without charge or commission to the shareholders.

      In  February  of  1998, the Company  completed  its  annual
clearinghouse  for the Preferred B stock.  At the  time  of  this
clearinghouse, one purchaser had committed for the largest amount
of  the  stock and the sellers had been notified of this purchase
at  a  price  of $0.95 per share.  At the time for closing  these
purchases, this purchaser was unable to close and the sellers had
no  other purchaser.  The Board of Directors determined that  the
Company  would  repurchase the agreed upon shares at  the  amount
that  had  been bid by this purchaser.  This allowed the  sellers
who  had  been told their shares would be purchased  to  complete
their  sales and at the same time allowed the Company to increase
the  per share value of the Preferred B shares by retiring 25,646
shares at an average price of $0.94 per share.  The Company  does
not intend to purchase shares on a regular basis, and will not be
purchasing shares in the clearinghouse in 1999.

      In  1997, the Company reported a small loss, which was  the
first loss reported by the Company in over five years.  This loss
was  due  to a write down of the Company's investment  in  Carbon
Opportunities, L.L.C.  The Company, in March of 1995, purchased a
2%    interest   in   Carbon   Opportunities,   L.L.C.     Carbon
Opportunities,  L.L.C. had purchased a non-performing  $6,000,000
note  secured  by the Buck Creek Coal Mine.  The only  source  of
repayment of the note was from operations at the Buck Creek  Coal
Mine.   In  December  1995,  the  utility  which  was  the  major
purchaser  of coal from the mine, canceled the contract.   Later,
the mine filed a Chapter 11 bankruptcy.  By the third quarter  of
1997,  it  was  clear that the mine would not  be  reopened,  the
lawsuit against the utility had been lost at the trial level, and
liquidation of the equipment would not yield sufficient monies to
recoup  the  investment.  The Company determined that $62,000  of
its  original  $100,000 investment would have to be written  off.
The  Company had received $18,000 of its original investment  and
had   written  the  investment  down  to  approximately  $82,000.
Subsequently, the Company received $4,000, and there remains cash
and  equipment  left  to be liquidated of approximately  $11,000,
which  is  the  remaining value of this asset  on  the  Company's
books.   The  Company now considers this a liquidated  asset  and
expects to credit any monies received against its remaining value
on the Company's books.

     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,  from coal gas methane  wells  which  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.

      In the second quarter of 1996, the Company sold its carved-
out production interest in the Taylor Ina field in Medina County,
Texas.   This carve-out production interest was sold for cash  in
the  approximate amount of $106,000 to the operator of the field.
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

      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, it 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  purchased  a
royalty  interest in a gas well in Texas.  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.

       The   Company  is  currently  continuing  to  pursue   its
acquisition/merger with a private group in  a  non  oil  and  gas
business  which  would  have the potential  to  create  a  public
trading  market for the Company's shares in an expanding line  of
business.  The Company has had negotiations, at this point,  with
several  private companies which were interested in merging  with
Croff  in  order  to become public.  These negotiations  occurred
throughout   1997  and  are  continuing.  .   The   Company   has
concentrated on meeting Companies in various high-tech areas, but
has  not  yet completed any agreement.  The Board has adopted  an
acquisitions  strategy,  however, as a  long-term  strategy,  and
intends  to  continue  to  search  for  a  potential  partner  or
acquisition,  which  would  be of  most  benefit  to  the  common
shareholders and create a public market for the common shares.

     (c)  Major Customers

      Customers which accounted for over 10% of revenues were  as
follows for the years ended December 31, 1996, 1997 and 1998:
                              1996      1997      1998
     Oil and gas:
ANR Production Company *           23.7% *   23.0%          13.9%
Burlington Resources Oil and Gas Company     10.5%          18.4%
10.4%
Jenex  Petroleum Corp.                   --------        --------
21%
Pennzoil  Production  Company              11.1%            12.2%
- --------
     *Includes Coastal Production Company

     (d)  Financial Information About Industry Segments

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

     (e)  Environmental and Employee Matters

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

      The  Company  is  advised that oil and gas  operations  are
subject  to  particular  and  extensive  environmental  concerns,
hazards,  and  regulations.   Among these  regulations  would  be
included  the Toxic Substance Control Act; Resources 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.

      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.   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

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.  The mineral interests are located
in  110,000  gross  acres in Duchesne, Utah, Wasatch  and  Carbon
Counties  in Utah, and approximately 40 net mineral acres  in  La
Plata County, Colorado, and San Juan County, New Mexico.

      In  1998,  there  was  a virtual halt  to  leasing  on  the
Company's  acreage due to declining petroleum prices.  While  the
leasing had increased in 1996 and 1997, leasing activity came  to
a  halt  shortly after the first of the year.  Croff participated
in  royalties on two wells which were drilled in Duchesne County,
Utah and one well in Wyoming.  In addition, three small leases of
15.66  net acres, 6.8 net acres, and 50.69 net acres were drilled
late in 1997, and the early part of 1998.  These leases were  for
mineral  interests in Duchesne County, Utah.  As prices continued
to  drop  throughout  the year, there was no further  leasing  or
drilling activity on the Company's acreage.

      After  a period of approximately four years in which  there
was  minimal  leasing, the Company entered into  four  leases  on
acreage  in  Duchesne  County, Utah,  in  1997.   This  generated
several thousand dollars in lease bonus revenue and should result
in some production on this acreage in the next three years if the
drilling  is  successful.  In addition, the Company has  received
new  royalty  payments  from development drilling  on  previously
leased acreage in Northeast Utah.

      In 1996, the Company sold its carved-out production payment
on  110  stripper  wells in Medina County, Texas,  which  it  had
purchased  in 1993.  This carved-out production payment  operated
similarly to a royalty, with the Company receiving 200 barrels of
oil  a month, without operating expenses.  The Company sold  this
interest  for  approximately $106,000 after owning this  interest
for approximately three years.

     As of December 31, 1998, the Company was receiving royalties
from  approximately 200 producing wells in the  Bluebell-Altamont
field  in  Duchesne and Uintah Counties, Utah.   Because  of  the
drastic  drop in oil prices, there were only three wells  started
in  1998.   Royalties also were received from scattered interests
in  Wyoming, Colorado, New Mexico, Alabama, and Texas.   Oil  and
gas  revenues  to  the  Company, primarily from  royalties,  were
approximately  $194,000 in 1998, $193,000 in  1997,  $216,000  in
1996,  and  $196,000  in  1995.  Natural gas  production  to  the
Company increased by nearly one-third during the last half of the
year, after the purchase of the Oklahoma gas wells, but the  drop
in  prices offset the increase in production.  Natural gas income
increased  in  1996  and  1997  with  increased  gas  sales  from
royalties on coal bed methane gas in San Juan County, New Mexico,
and new wells in Western Colorado and Wyoming.  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.  Posted  prices  of
oil continued to drop throughout 1998 from an already low average
price  of  $15 per barrel in January to around $10 per barrel  by
June and ending the year with the Company's price averaging below
$10  per barrel.  Oil prices had dropped drastically during  1997
with posted prices for sweet oil in Utah dropping from around $23
per barrel in January to a low of less than $17 per barrel by the
end  of  the  year.  The drop in prices has continued into  1999,
with  the first recovery occurring in March 1999.  The market  in
oil prices, having declined from 1990 to 1993, turned around, and
average  oil prices increased from 1994 to 1996.  In  1997,  they
started down and by 1999, they have declined to the lowest level,
adjusted for inflation, since 1917.  Most onshore U.S. production
is  uneconomic  at  these  prices,  so  oil  exploration  in  the
continental  U.S.  has  almost shut  down.   Natural  gas  prices
sustained a continuing decline in 1998 due to warmer than average
weather and cheaper fuel oil prices.  Beginning the year over $2,
they  fell by over $0.60 to about $1.40 by September 1998.  There
was  a small recovery in the winter of 1999, but currently prices
are  only 2/3 of the 1997 level.  Natural gas prices in 1997 were
stable at the higher level of $2-$3 per MCF achieved by the final
two  months of 1996.  Natural gas prices averaged $2.03  for  the
Company  in  1997, the average price being higher for  the  first
half  of the year.  The average price in 1996 was $1.86 per  MCF.
The  warm  winter of 1998 contributed to the falling natural  gas
prices.   Because  much of Croff's natural gas is  in  the  Rocky
Mountains and Oklahoma, Croff's average price for natural gas was
not as high as gas producers in Texas and the Gulf area received.

Oil and Gas Working Interests

      On  April  7,  1998,  the  Company  purchased  six  working
leasehold  interests  in oil and gas wells  in  Oklahoma.   These
wells  are primarily natural gas but occasionally produce a  load
of  oil.   The Company paid the sum of $208,000 for the  minority
working interests in each of the following leases.  There are two
wells in Woodward County, Oklahoma, a 13% working interest in the
Harper  #1 and a 16% working interest in the Miller well.   There
is  one well in Caddo County, Oklahoma, a 22% working interest in
the  Fannie Brown well.  In Kingfisher County, Oklahoma there are
two wells, a 30% interest in the Dickerson and a 43% interest  in
the  Mueggenborg.  The sixth well in is LeFlore County,  Oklahoma
and  is  a  32%  interest in the Duncan well.  These  wells  were
purchased  from  St.  James Oil Company which  is  owned  by  the
brother of the President of Croff.  Jenex Operating Company which
was  owned  one  half by St. James Oil Ltd.  was  sold  to  Jenco
Petroleum  which  is  owned by Gerald Jensen,  the  President  of
Croff, in a separate transaction.  Jenex Operating Company is the
operator of the wells, and agreed to provide a credit of $150 per
month per well against the operating expenses of these wells as a
condition  of  purchase.   The  Dickerson  and  Mueggenborg  sell
natural  gas through Conoco, and the Harper and Miller  sell  gas
through  KN Energy.  The Fanny Brown sells its gas to Pan  Energy
Services,  Inc.,  and  the  Duncan  to  AOG.   The  Company  used
approximately $120,000 of its own cash and borrowed  the  balance
of  $90,000 on a one year Bank Note.  The purchase was  completed
effective April 1, 1998 and the Company began receiving  revenues
the second half of 1998.

      In  1997, the Company purchased an interest in seven wells.
The  Company  increased its interest in the Rentuer oil  and  gas
well  in  Wyoming,  by purchasing a portion of Exxon's  interest.
The  Company  purchased an interest in a helium and gas  well  in
Southeast  Colorado.   The  Company  also  purchased  a   working
interest  in an oil well in North Dakota.  In November  of  1997,
the  Company purchased an interest in three gas wells in Michigan
for approximately $50,000.

      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 oil and gas  producers.
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 by the end of 1996.

     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.   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, but received a royalty interest on four new wells.

      Except  for purchasing a small interest in the drilling  of
one  well  in  1991, one well in 1995, and a well  in  1997,  the
Company  has  not engaged in drilling activity.  The Company  has
participated,  in the last five years, in the reworking  of  four
existing  wells,  three 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.  In 1998 the Company participated in a  tiny
working  interest in a new well; but until oil  and  natural  gas
prices improve, the Company does not anticipate participating  in
any further drilling.

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, 1998, 1997, and 1996.   All  of
the  Company's revenues are located within the continental United
States.   The following table summarizes  the Company's  estimate
of  proved  oil and gas reserves at December 31, 1998, 1997,  and
1996.


Reserve Category

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

1996             38,101                265,748             13,011
9,376          51,012            275,124
1997             39,339                301,343             12,612
13,423         51,951            314,766
1998             36,686                410,651             12,612
13,423         49,298            424,074

The  Company sold oil reserves in 1996, and purchased natural gas
reserves in 1998.

      The estimated future net reserves (using December 31 prices
and  costs  for each respective year), and the present  value  of
future  revenues  (discounted at 10%); for the  company's  proved
developed  and proved undeveloped oil and gas reserves,  for  the
years  ended December 31, 1996, 1997, and 1998 are summarized  as
follows:

     Proved Developed         Proved Undeveloped            Total
                        Present                           Present
Present
       Future          Value           Future          Value   of
Future         Value of
As  of     Net       Future Net     Net       Future Net      Net
Future Net
12/31       Revenue     Revenue    Revenue    Revenue     Revenue
Revenue

1996   $942,653    $574,473    $238,347    $191,527    $1,181,000
$766,000
1997   $970,392    $629,784    $199,701    $129,606    $1,170,093
$759,390
1998   $892,795    $579,423   $147,038   $    95,428   $1,039,832
$674,851

      "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  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, 1997, the Company's 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, 1996, 1997, and 1998.

      "Developed  acreage" consists of lease  acreage  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,
Michigan,  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, 1998.

               Oil Wells (1)            Gas Wells (2)
               Gross      Net           Gross       Net
               208        1.81               42              2.1

(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, Woodward and Kingfisher Counties, Oklahoma, San
Juan  County,  New Mexico, Otsego County, Michigan, and  Duchesne
and Uintah 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, 1996, 1997, and 1998:


                              Crude Oil      Natural Gas
                               (Barrels)      (Thousands of Cubic
Feet)
                                             MCF
Year Ended December 31, 1996:      5,886               44,938
Year Ended December 31, 1997:      5,295               46,222
Year Ended December 31, 1998:      5,278               65,673

      There are no delivery commitments with respect to the above
production  of  oil  and  natural gas, since  Croff  is  not  the
operator, but allows the operator to contract for delivery.   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 1996, 1997, and 1998.

                                   1996      1997      1998
Average   sales   price   per   bbl   of   oil             $20.38
$18.55         $11.74
Average  production  cost  per  bbl                     $    5.90
$  4.24        $  5.57
Average  sales  price  per Mcf  of  natural  gas         $   1.86
$  2.03        $  1.81
Average production cost per Mcf of natural gas          $     .51
$    .40       $    .61

     The average production cost for oil was higher in 1998, when
compared  to 1997, $5.57 per barrel in 1998 and $4.24 per  barrel
in  1997.   The  Company had more workovers on its oil  wells  in
1998,  and a greater percentage of income from working interests.
In 1997 there were fewer workovers, but more production taxes due
to higher oil prices.

      The  average  production cost for natural gas increased  in
1998 due to more production from working interests in higher cost
wells  in Oklahoma.  These Oklahoma wells added up to a third  of
natural  gas  production which was mostly from royalty  wells  in
1997.

     The average production cost for natural gas dropped in 1997,
due  to  a large amount of royalty gas from San Juan County,  New
Mexico.   The  cost of production for natural gas was  $  .61  in
1998,  $.40  in  1997,  and $.51 in 1996.   This  was  caused  by
increased  sales  of natural gas but with more production  coming
from  working interest wells, resulting in a high production cost
per MCF.

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

Mining Interests

      The  Company  formerly owned stock and  a  note  in  Carbon
Opportunities,  L.L.C. which was secured against  the  assets  of
Buck  Creek  Coal Company in Indiana.  The Company  thus  had  an
indirect  interest  in coal leases in Sullivan  County,  Indiana.
These  coal leases were security for a promissory note  owned  by
Carbon  Opportunities, L.L.C., in which the Company  holds  a  2%
interest.   The leases were operated as the Buck Creek Coal  Mine
during  1995,  but  have  since  gone  into  bankruptcy  and  are
currently in a Chapter 11 liquidation.  The Company has not  made
any  reserve  estimates of coal in place on such  leases  as  the
value  of the leases has been written off.  The Company currently
has no mining operations on its mineral interests.

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  $1,600 a month  to  Jenex  Operating
Company,  which is owned by the Company's president,  for  office
space  and  all  office services, including rent,  phone,  office
supplies,  secretarial,  land,  and  accounting.   The  Company's
expenses  for these services are approximately $20,000 per  year.
The  Company  is  continuing this arrangement on a month-to-month
basis.   The  Company  believes this arrangement  is  below  true
market rate for equivalent facilities and services.

      The  Company currently has five (5) directors.  The Company
has  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.

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 did not hold a shareholder's meeting in  1998,
due  to  a  meeting  being held late in the  preceding  year,  on
November  25, 1997.  The results of this meeting are in the  10-K
filed  for  December 31, 1997.  The Company  intends  to  hold  a
shareholder's meeting in 1999.


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 have an extremely limited  market,  but  are
traded  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 submit a  bid  or  ask
price  for each Preferred B share.  During the first bid and  ask
period  in  1997, 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.  In 1998, the bid prices received  were
$.90-$1.00  and approximately 31,110 shares were traded  at  this
price.   The  Company is acting as its own transfer  agent,  with
respect  to  these Preferred B shares only.  In the wake  of  the
disastrous  oil  market in 1998, bids for only  550  shares  were
received to purchase the Preferred B shares in 1999.

     In November 1991, the Common Stock was reversed split, 1:10,
and  a  trading  range of approximately $1.00 bid  to  $1.10  was
established  and prevailed for approximately four years.   A  few
transactions were conducted in the pink sheets, but the stock was
not  listed on any exchange and did not qualify to be  listed  on
the  NASDAQ small cap 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  transactions known to the Company  were  traded
within  this  same  range.   The chart below  shows  the  limited
trading  of  which  the Company is aware during  the  last  three
years.

      The  trading  range  for 1998-1999 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.

           COMMON SHARES - 516,315 SHARES OUTSTANDING
BID RANGE (1), (2), (3)

          Calendar Quarter                   Bid       Asked
        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                       $.50   (4)
$.75 (4)
           Second Quarter                     $.50 (4)       $.75
(4)
           Third Quarter                      $.50 (4)       $.75
(4)
           Fourth Quarter                     $.50 (4)       $.75
(4)
       1998:      First  Quarter                       $.65   (4)
$.75 (4)
           Second Quarter                     $.65 (4)       $.75
(4)
           Third Quarter                      $.65 (4)       $.75
(4)
           Fourth Quarter                     $.75 (4)       $.85
(4)
     1999:     First Quarter
                                        $.75 (4)       $.85 (4)

Only  a few transactions resulting in the transfer of stock  took
place in 1996, 1997 or 1998.

(1)  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.

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

(3)  (4)  The restricted Preferred B shares were first issued  in
1996,  and  trade  in  a  Company  sponsored  clearinghouse  from
December-February of each year, so the 1997 and prices subsequent
reflect  the  common share price to which the Preferred  B  price
must be added to compare earlier periods.

      As  of  December  31, 1998, 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.

PREFERRED "B" SHARES- 490,859 SHARES OUTSTANDING

BID RANGE (1), (2), (3), (4)
          Calendar Quarter                   Bid       Asked
     1997:     First Quarter                      $.75-$.90 $.90
           Second  Quarter                     No Trading      No
Trading
           Third  Quarter                      No Trading      No
Trading
          Fourth Quarter                     $.75-$.90 $1.00
     1998:     First Quarter                      $.90      $1.00
           Second  Quarter                     No Trading      No
Trading                   Third  Quarter                       No
Trading   No Trading
          Fourth Quarter                     $.85      $.90
     1999:     First Quarter                      $.85      $.90


ITEM 6.   SELECTED FINANCIAL DATA

Fiscal Year Ended December 31:
               1994      1995      1996      1997      1998
REVENUES
Operations
   Oil  and  Gas       $196,780  $195,834  $216,870  $193.099   $
193,971
   Other  Revenues    $    6,139     $    9,596     $   27,181  $
14,790    $     7,505
Expenses       $167,080  $173,919  $170,258  $220.627  $ 213,970
   Net  Income         $   34,183 $  31,511 $   73,793  $(12,738)
$(15,582)
   Per  Common Share  $        .06   $        .06    $        .14
$      (.12)   $      (.01)
Working  capital          $  74,401 $  26,457 $226,367   $205,339
$     1,866
Long-term   debt           --                --                --
- --            --
Total   assets         $430,327   $505,018   $515,704    $504,875
$508,847
Stockholders'  equity     $418,856  $440,527  $510,880   $497,892
$458,123
Dividends per share NONE      NONE      NONE      NONE      NONE



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

      This  Form 10-K includes "forward-looking" statements about
future  financial  results,  future business  changes  and  other
events  that haven't yet occurred.  For example, statements  like
we  "expect," we "anticipate" or we "believe" are forward-looking
statements.   Investors should be aware that actual  results  may
differ  materially  from  our expressed expectations  because  of
risks   and  uncertainties  about  the  future.   We   will   not
necessarily  update  the information in this  Form  10-K  if  any
forward-looking  statement  later turns  out  to  be  inaccurate.
Details about risks affecting various aspects of our business are
discussed throughout this Form 10-K.  Investors should  read  all
of these risks carefully.

Results of Operations

     Oil and gas sales in 1998 were aided by a slight increase in
oil  production  and  a 50% increase in natural  gas  production.
However, total sales barely increased over the 1997 sales figures
due  to  oil prices dropping nearly in half from late 1997 levels
and  natural gas prices dropping around 20%.  Oil and  gas  sales
were  $193,971  in  1998,  compared to  $193,099  in  1997.   The
increased  production came from purchased working interests  with
higher operating costs, so net income from oil and gas production
fell.   The  share  of  production  revenues  from  natural   gas
increased to about 65% of oil and gas revenues.

      Oil  and  gas sales for the fiscal year ended December  31,
1997, decreased from $216,870 in 1996 to $193,099 in 1997.   This
decrease was due to the steep decline in oil prices.  Natural gas
sales increased primarily from increased sales from coal seam gas
in New Mexico.  Oil sales decreased due to the natural decline in
the fields.

      Oil  and  gas sales for the fiscal year ended December  31,
1996, increased from $195,834 in 1995 to $216,870 in 1996.   This
was  caused by several factors, natural gas production from  coal
seam  gas increased, the price of oil reached a three year  high,
and production from purchased oil wells was added.  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 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 level of $3-$4
per MCF by early 1998.

      Operating  expenses increased significantly in  1998,  when
compared to 1997, due principally to two factors.  The First  was
due  to the purchase of six new wells in Oklahoma.  Due to  these
new  wells,  depletion  and  depreciation  almost  doubled,  from
$21,108 in 1997, to $39,577 in 1998.  The cost of operating these
wells  was  also  high, with production taxes and operating  cost
increases almost $30,000 from the six new wells, which  was  then
offset  by the operating expense rebate on these six wells.   The
remaining  operating  cost increases came  from  an  increase  in
workover expenses, which were higher in 1998 than in 1997.

      Operating  expenses,  including production  taxes,  in  the
fiscal  year  ending December 31, 1997, were $40,824 compared  to
$58,356 in 1996.  This decrease was due to less workover expenses
in  1997,  the sale of higher operating cost oil wells,  and  the
purchase  of lower operating cost natural gas wells. During  1997
production increases were being offset by lower prices.

     Operating costs increased from $55,584 in 1995 to $58,356 in
1996.   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  attempted to sell or abandon its interest in wells with high
operational costs, as a percent of revenues.

      General and administrative expenses decreased slightly from
$79,495 in 1997 to $75,467 in 1998.  This small decrease was  due
to holding an annual meeting late in 1997, and deferring the next
shareholder's  meeting  until 1999.  The  Company  also  incurred
interest  expense in 1998 of $5,745 due to the one year borrowing
for the natural gas purchase, versus no interest expense in 1997.
Other  income  in 1997 included interest from the Company's  cash
reserves  which  were  expended for oil  and  gas  purchases  and
Preferred  B  stock  repurchases in 1998.   The  Company's  other
income  of  $7,505 in 1998 included lease bonus income,  interest
and dividends income, and gains on stock sales.

      General and administration expenses increased from  $73,673
in  1996  to  $79,495  in 1997.  The principal  reason  for  this
increase  was  a raise of $6,000 per year to the President.   The
President's salary had not been increased in over ten  years  and
the Board of Directors raised it, effective April 1, 1997.  Other
income  increased due to interest on cash and dividends on  stock
and lease bonus income.

      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.

Year 2,000 Disclosure

      There has been increasing concern about the effect upon the
financial  results of all public companies due to the  year  2000
problem.   The  year 2000 problem is based on  the  concern  that
certain   computer  programs  and  computers  are  not  presently
configured to recognize the year 2000 or succeeding years.   This
defect  in  computer functions could have an adverse impact  upon
our  company and other industries in which we deal if the various
programs   and  applications  cease  to  function   or   function
erroneously as we approach the year 2000.  Programs dealing  with
accounting and financial functions of the Company could cease  to
function  if they are not year 2000 compliant.  This Company  has
viewed the year 2000 problem hereafter "Y2K" compliance, in three
general categories.  The first is the impact on the Company's own
information  technology  system  consisting  of  its   computers,
software,  and  financial records.  The second  is  the  possible
failure  of  other  equipment which  the  Company  uses  such  as
security  systems, telephone systems, vehicles,  and  gas  meters
which  rely  on computer components  The third potential  adverse
effect  upon the Company would be third party service and product
suppliers for which the Company depends including payment by  the
various  companies which operate the wells in which  the  Company
has interests in, and which provide the Company's cash flow.

      The Company has addressed the first of its systems, its own
accounting  and  financial  records,  and  its  well  records  by
confirming  the software systems are Y2K compliant.  The  Company
financial records are being transferred to the "Roughneck" system
which  has  been  Y2K compliant for two years and  amply  tested.
This  system is owned and operated by Jenex Petroleum Corp. which
provides it to the Company as part of its overhead services.  The
Company  intends  to  have  its  complete  1999  records  on  the
Roughneck  system  and fully compliant by the second  quarter  of
1999.  The previous records of the Company are also being kept on
a  Y2K  compliant  system, primarily on  Excel,  which  has  been
upgraded  to a Y2K compliant status.  The Company anticipates  no
further  problems with its own records in order to be  fully  Y2K
compliant.

     With respect to other IT systems which may fail on or around
the  advent of the year 2000, the Company is conferring with  its
supplier   of  services,  Jenex,  and  has  confirmed  that   its
telephone, fax, and email systems are Y2K compliant.  The Company
does  not  anticipate  any  major problems  with  these  systems.
Because  the Company does not operate any of its oil  or  natural
gas wells, it is in a position to withstand, without any material
adverse consequences, a break down of days or even weeks in these
systems.

      With  respect  to the third possibility,  the  third  party
suppliers  from  which the Company derives its  cash  flow  being
unable  to  operate  wells and or pay timely  for  the  Company's
production, the Company has begun a program of reserving cash, as
a contingency in the event of a disruption in its cash flow.  The
Company  believes in its capacity as a low overhead company  with
no  operations of its own, and that this problem can be addressed
by  simply having adequate cash reserves to replace at least  two
months  of  total  revenue.  The Company  plans  to  be  in  this
position by the end of 1999.

      Under  the  Company's agreements, the  Company's  costs  to
become  Y2K  compliant, will not increase its overhead  from  its
normal operations.  The Company feels its efforts are adequate to
handle any Y2K problems that can be reasonably anticipated.

Capital Resources and Liquidity

      At  December 31, 1998, the Company's current assets totaled
$52,590 and its current liabilities totaled $50,724 for a working
capital  position  of  $1,866.   This  drastic  decrease  in  the
Company's working capital position was due to the use of cash  to
purchase  the six natural gas wells, and the short term borrowing
of  $90,000.   The final payment on this debt was made  in  March
1999, and the Company's current liabilities should drop, to  less
than  half of the Company's current assets in 1999.  The drop  in
oil  and natural gas prices resulted in the Company depleting its
cash   resources   to  a  greater  extent  than  anticipated   by
management.

      At  December 31, 1997, the Company's current assets totaled
$212,322  and  the Company's current liabilities totaled  $6,983,
for  a  working  capital  position of  $205,339.  This  liquidity
decreased from $226,367 at December 31, 1996, to the $205,339  at
December  31,  1997.   This  decrease  was  due  to  the  Company
purchasing  oil and gas wells during 1997. The Company's  current
ratio was in excess of 30:1 during 1996 and 1997.  As the Company
purchased  oil  and  natural gas properties, the  current  ration
dropped during 1998.

      In  1996,  the  Company  increased  its  current  ratio  by
decreasing its current liabilities from $64,491 to $4,824,  while
increasing  its  current  assets  to  $231,191.   In  1996,   the
Company's  current ratio increased as it paid off bank  debt  and
paid down payables and utilized its cash flow to accumulate cash.

      The Company, in March 1999, paid off the final installments
of  its' bank debt.  The Company intends to pay down payables and
accumulate  cash during the next year.  The Company would  expect
that  future cash positions and liquidity will be dependent  upon
its   success  in  doing  a  merger,  acquisition,   or   reverse
acquisition, and the amount of oil and gas properties it buys.

      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-1) 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, 1999.

GERALD L. JENSEN, 59, PRESIDENT AND DIRECTOR
President  of Croff Oil Company since October 1985.   Mr.  Jensen
has  been an officer and director of Jenex Petroleum Corporation,
a private oil and gas company for over ten years.  Mr. Jensen was
a  director  of  Pyro  Energy Corp., a public company  (N.Y.S.E.)
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., 69, 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.


DILWORTH A. NEBEKER, 58, 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., 67, 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, 50, 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

Remuneration

      During the fiscal year ended December 31, 1998, there  were
no  officers,  employees or directors whose total cash  or  other
remuneration exceeded $60,000.

Summary Compensation Table
1998 Compensation of C.E.O. (1)
                         Total All
     Salary          Bonus          Other          Stock  Options
Compensation
     $53,625   0         0         No new options      $53,625
     per annum

Gerald  L.  Jensen  is employed part time as  the  President  and
C.E.O. of Croff Enterprises, Inc.

      (1)   Effective March 20, 1997, the President's salary  was
increased  to  $54,000 per year.  In addition, the  Company  will
contribute 3% of his salary to a Simple IRA Plan.

      Directors,  excluding the President, are  not  paid  a  set
salary by the Company, but are paid $350 for each half-day  board
meeting and $500 for each full-day board meeting.
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 $500 for a full day meeting.

      Based  on  the  current remuneration, for the  fiscal  year
ending  December 31, 1998, no officer or director  shall  receive
total cash remuneration in excess of $60,000.

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, 1998.

      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 (1998)

                     Warrant  Terminat  Exerci   Current    Director
                        to       ion      se      Value    Compensati
                       Buy      Date    Price   (Estimate    on (2)
                                                  d) (1)
                                                           
Directors (Excluding  10,000  12/31/99  $1.00   $  6,500   $  1,050
President):           Shares

President        and  20,000  12/31/99  $1.00   $13,000    $53,625
Director:             Shares

(1)   Based  on  a current stock price of $1.00 for  Preferred  B
  shares and $.75 for common shares for a total estimated value of
  $1.65, over option price of $1.00 per share.  There is no market
  for the warrants and an extremely limited market for stock.

(2)   Director compensation based on holding three one  half  day
  meetings per year.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

(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, 1998, by (a)  each
person  who  owned  of record, or beneficially,  more  than  five
percent  (5%) of the Company's $.10 par value common  stock,  its
common  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                     132,130    (1)
25.58%
     1675 Broadway, Suite 1030
     Denver, Colorado 80202
Gerald     L.     Jensen                           71,215     (2)
13.27%
     1675 Broadway, Suite 1030
     Denver, Colorado 80202
Edwin   W.   Peiker,   Jr.                           14,000   (2)
2.66%
     550 Ord Drive
     Boulder, Colorado 80401
Dilworth A. Nebeker                     11,300 (2)          2.15%
     201 East Figueroa Street
     Santa Barbara, California 93101
Richard   H.   Mandel,   Jr.                         10,100   (2)
1.92%
     3333 E. Florida #94
     Denver, Colorado 80210
Julian D. Jensen                        46,532 (2)(3)       8.84%
     311 South State Street, Suite 380
     Salt Lake City, Utah 84111
Directors    as    a    Group                             285,277
49.48%

  (1)  Jensen Development Company is primarily 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 31,  1999.
Mr. Gerald L. 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 Petroleum Corporation, hereafter "Jenex",  a  company
formerly  owned  50% by the President, Gerald  L.  Jensen,  which
during  the  last  year was acquired 100% by Mr.  Jensen.   Jenex
provides    offices,   phones,   office   supplies,    computers,
photocopier,  fax, and all normal and customary office  services.
In  addition, the Company shares an accountant and two  assistant
secretaries   who  are  paid  by  Jenex.   Jenex  also   provides
assistance  from  a geologist.  Croff currently reimburses  Jenex
$1,600  per  month for all of these expenses. These  arrangements
were entered into in order to reduce the Company's overhead.  The
Company  is currently continuing this arrangement on a  month-to-
month  basis.  Jenex provides similar services to Jenex Operating
Company  of Texas, Inc. for $6,500 per month, a Company in  which
the President owns a 50% interest.  In the opinion of management,
the  amounts  paid  by Croff to Jenex for the personnel,  office,
equipment  use, and other services are 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 1998, 1997,  and
1996 are, respectively, $525, $2,086, and $4,398.

      Effective April 1, 1998, the Company purchased six  working
interests in Oklahoma natural gas wells from St. James Oil Ltd. a
company owned by a brother of the Company's President.  The price
of $208,000 was slightly less than an unaffiliated parties offer,
to  St.  James Oil Ltd. which offer, however, included the  third
party  taking  over  operations from  Jenex.   As  part  of  this
transaction,  Gerald  Jensen, the Company's President,  purchased
the one half ownership of Jenex which he did not already own, and
Jenex  then  retained operations of these wells,  but  agreed  to
rebate  to Croff $150 of the operating fees per well, each month,
or  a total of $900 per month as long as Jenex operated the wells
and  Croff retained its interest.  Croff then agreed to  purchase
the  wells  for $208,000.  This acquisition was approved  by  the
Board  of  Directors in March 1998, with the President abstaining
from the vote.


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.

Reports on Form 8-K

     None

Exhibit Index


Report of Independent Certified Public Accountants

Note Agreement with Union Bank

Croff Purchase Agreement

Assignment of Oil, Gas, and Mineral Lease


SIGNATURES

      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 behalf by the undersigned, thereunto
duly authorized.


                                   REGISTRANT:

                                   CROFF ENTERPRISES, INC.


Date:  March  31, 1998                         By:  /S/Gerald  L.
Jensen
                                   Gerald L. Jensen, President,
                                   Chief Executive Officer

Date:  March  31,  1998                         By:  /S/  Beverly

Licholat
                                   Beverly Licholat,
                                   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  31, 1998                         By:  /S/Gerald  L.
Jensen
                                   Gerald L. Jensen, President

Date:  March 31, 1998                         By: /S/ Richard  H.
Mandel
                                     Richard   H.  Mandel,   Jr.,
Director


Date: March 31, 1998                         By: /S/ Edwin Peiker
                                   Edwin Peiker, Jr., Director


Date: March 31, 1998                         By: /S/ Dilworth  A.
Nebeker
                                   Dilworth A. Nebeker, Director


Date:  March 31, 1998                         By: /S/  Julian  D.
Jensen
                                   Julian D. Jensen, Director








                             CROFF ENTERPRISES, INC.
                    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, 1997 and 1998
F-3

      Statement of Operations - years ended December 31, 1996,
        1997 and 1998
F-5

      Statement of Stockholders' Equity - years ended
        December 31, 1996, 1997 and 1998
F-6

      Statement of Cash Flows - years ended December 31,
        1996, 1997 and 1998
F-7


      Notes to Financial Statements
F-8

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








                                      F-1

<PAGE>



 
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Stockholders
Croff Enterprises, Inc.


We have  audited the balance  sheet of Croff  Enterprises,  Inc.
at December 31,
1997 and 1998, and the related  statements of operations,
stockholders'  equity
and cash flows for each of the three  years in the  period  ended
December  31,
1998.  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, 1997 and 1998, and the results of its operations and
its cash flows
for each of the three years in the period ended December 31,
1998, in conformity
with generally accepted accounting principles.



Denver, Colorado
March 17, 1999                                        CAUSEY
DEMGEN & MOORE INC.







                                       F-2

<PAGE>

                            CROFF ENTERPRISES, INC.
                                 BALANCE SHEET
                           December 31, 1997 and 1998


                                     ASSETS

                                                           1997
1998
                                                          ------
- ------
Current assets:
   Cash and cash equivalents                             $166,883
$ 14,294
   Marketable equity securities                            15,687
3,125
   Accounts receivable:
    Oil and gas purchasers                                 26,552
32,271
    Refundable income taxes                                 3,200
2,900
                                                         --------
- --------

    Total current assets                                  212,322
52,590

Oil and gas properties, at cost, successful
    efforts method:
    Proved properties                                     429,903
636,595
    Unproved properties                                    97,102
97,102
                                                         --------
- --------

                                                          527,005
733,697
   Less accumulated depletion and depreciation
(250,729)  (288,717)
                                                         --------
- --------

     Net property and equipment                           276,276
444,980

Coal investment (Note 2)                                   16,277
11,277
                                                         --------
- --------
                                                         $504,875
$508,847
                                                         ========
========

                             See accompanying notes.
                                       F-3



<PAGE>

                            CROFF ENTERPRISES, INC.
                                 BALANCE SHEET
                           December 31, 1997 and 1998

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                           1997
1998
                                                         --------
- --------
Current liabilities:
   Note payable - bank (Note 3)                          $      -
$ 23,369
   Accounts payable                                         4,378
19,290
   Accrued liabilities (Note 4)                             2,605
8,065
                                                         --------
- --------

      Total current liabilities                             6,983
50,724

Contingencies (Note 2)

Stockholders' equity (Note 5):
   Class A preferred stock, no par value;
     5,000,000 shares authorized, none issued
- -          -
   Class B preferred stock, no par value;
    520,000 shares authorized, 516,505 shares (1997)
    and 490,859 shares (1998) issued and outstanding
364,328    329,559
   Common stock, $.10 par value; 20,000,000 shares
    authorized, 579,143 shares issued
57,914     57,914
   Capital in excess of par value
542,215    552,797
   Accumulated deficit
(383,669)  (399,251)
                                                          -------
- -   --------


580,788    541,019

   Less treasury common stock at cost, 62,828 shares
    (1997 and 1998)
(82,896)   (82,896)
                                                          -------
- -   --------

      Total stockholders' equity
497,892    458,123
                                                          -------
- -   --------


$504,875   $508,847

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

                             See accompanying notes.
                                       F-4


<PAGE>

                            CROFF ENTERPRISES, INC.
                             STATEMENT OF OPERATIONS
              For the years ended December 31, 1996, 1997 and
1998

                                                 1996       1997
1998
                                                 ----       ----
- ----

Revenue:
   Oil and gas sales (Note 8)                  $216,870
$193,099    $193,971
   Gain (loss) on disposal of oil and gas
     properties                                  19,678
- -      (3,088)
   Other income                                   7,503
14,790       7,505
                                               --------    ------
- --    --------

    Total revenue                               244,051
207,889     198,388

Costs and expenses:
   Lease operating expense and production taxes  58,356
40,824      68,981
   General and administrative (Note 4)           73,673
79,495      75,467
   Rent expense - related party (Note 4)         16,800
17,200      19,200
   Depreciation and depletion                    20,759
21,108      39,577
   Interest                                         670
- -       5,745
   Write down of coal investment (Note 2)            -
62,000       5,000
                                               --------    ------
- --    --------

    Total costs and expenses                    170,258
220,627     213,970
                                               --------    ------
- --    --------

Net income (loss) (Note 6)                       73,793
(12,738)    (15,582)

Net income (loss) applicable to preferred
   stock (Note 5)                                    -
49,262     (10,582)
                                               --------    ------
- --    --------

Net income (loss) applicable to common
   shareholders                                $ 73,793
$(62,000)   $ (5,000)
                                               ========
========    ========

Basic and diluted net income (loss)
   per common share (Note 7)                   $    .14    $
(.12)   $   (.01)
                                               ========
=======     =======

                             See accompanying notes.
                                       F-5


<PAGE>

<TABLE>

                            CROFF ENTERPRISES, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
              For the years ended December 31, 1996, 1997 and
1998

<CAPTION>


Capital in
                                      Preferred stock
Common stock      excess of  Treasury   Accumulated
                                     Shares    Amount     Shares
Amount   par value    stock    deficit
                                     ------    ------     ------
- ------   ---------   -------   -----------
<S>                                  <C>       <C>        <C>
<C>      <C>        <C>        <C>

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

   Purchase of 200 shares of
     treasury stock                       -          -         -
- -          -       (250)          -

   Net loss for the year ended
     December 31, 1997                    -          -         -
- -          -          -     (12,738)

   Preferred stock reallocation
     (Note 5)                             -    130,584         -
- -    (130,584)         -           -
                                   --------   --------   -------
- --------    --------   --------  ----------

Balance, December 31, 1997          516,505    364,328   579,143
57,914    542,215    (82,896)   (383,669)

   Purchase and retirement of 25,646
     shares of preferred stock      (25,646)   (24,187)        -
- -          -          -           -

   Net loss for the year ended
     December 31, 1998                    -          -         -
- -          -          -     (15,582)

   Preferred stock reallocation
     (Note 5)                             -    (10,582)        -
- -     10,582          -           -
                                   --------   --------   -------
- -------   --------   --------   ---------

Balance, December 31, 1998          490,859   $329,559   579,143
$57,914   $552,797   $(82,896)  $(399,251)
                                   ========   ========   =======
=======   ========   ========   =========
</TABLE>


                             See accompanying notes.
                                       F-6


<PAGE>

                            CROFF ENTERPRISES, INC.
                             STATEMENT OF CASH FLOWS
              For the years ended December 31, 1996, 1997 and
1998

                                                1996       1997
1998
                                                ----       ----
- ----
Cash flows from operating activities:
   Net income (loss)                            $ 73,793  $
(12,738) $ (15,582)
   Adjustments to reconcile net income (loss)
     to net cash provided by operating
     activities:
       Depreciation and depletion                 20,759
21,108     39,577
       (Gain) loss on disposal of properties     (19,678)
- -      3,088
       (Gain) loss on marketable equity
          securities                              (3,012)
(1,377)    (2,438)
       Loss on write down of investment                -
62,000      5,000
       Change in assets and liabilities:
         Decrease (increase) in accounts
           receivable                             (3,411)
6,374     (5,419)
       Increase (decrease) in accounts payable    (7,665)
1,214     14,912
       Increase (decrease) in accrued
          liabilities                             (2,002)
945      5,460
                                                --------    -----
- --    -------

            Total adjustments                    (15,009)
90,264     60,180
                                                --------    -----
- --    -------

Net cash provided by operating activities         58,784
77,526     44,598

Cash flows from investing activities:
   Note receivable                                 4,800
- -          -
   Proceeds from sale and leases of property     131,585
- -          -
   Purchase of oil and gas interests             (15,875)
(95,404)  (211,369)
   Purchase of marketable equity securities            -
(3,810)         -
   Proceeds from sale of marketable
     equity securies                               8,012
- -     15,000
   Distributions from coal investment             12,766
4,256         -
                                                 --------    ----
- ---    -------

     Net cash provided by (used in)
       investing activities                      141,288
(94,958)  (196,369)

Cash flows from financing activities:
   Purchase of preferred stock                         -
- -    (24,187)
   Purchase of treasury stock                          -
(250)         -
   Proceeds from note payable                          -
- -     90,000
   Repayment of note payable                     (50,000)
- -    (66,631)
   Cost of issuance of preferred stock            (3,440)
- -          -
                                                --------    -----
- --    -------

    Net cash provided by (used in) financing
     activities                                  (53,440)
(250)      (818)
                                                --------    -----
- --    -------

Increase (decrease) in cash                      146,632
(17,682)  (152,589)

Cash and cash equivalents at beginning of year    37,933
184,565    166,883
                                                --------    -----
- --    -------

Cash and cash equivalents at end of year        $184,565
$166,883    $14,294
                                                ========
========    =======

Supplemental disclosure of cash information:

During the years ended  December 31, 1996,  1997 and 1998, the
Company paid cash
   for interest in the amount of $1,115, $0 and $5,745,
respectively.

                                       F-7


<PAGE>

                             CROFF ENTERPRISES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998




1.   Summary of significant accounting policies

     Croff Enterprises,  Inc. (the Company) is engaged primarily
in the business
     of oil and gas exploration and production,  primarily
through ownership of
     perpetual mineral interests in Oklahoma, Utah, Colorado and
New Mexico, and
     acquisition of oil and gas leases.

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

     Use of estimates:

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

     Fair value of financial instruments:

     The carrying  amount of cash,  cash  equivalents and note
payable - bank 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, 1997 and 1998
was $5,958 and
     $1,663, respectively.

     Accounts receivable:

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

     Oil and gas property and equipment:

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

                                       F-8



<PAGE>

                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998




1.   Summary of significant accounting policies (continued)

     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 was initially  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,
cash equivalents
     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.

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.


                                       F-9



<PAGE>

                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998




2.   Coal investment (continued)

     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 the assets were being  liquidated  while the LLC
sued the utility.
     In July 1997,  the trial  court ruled  against  the LLC.  As
a result,  the
     Company recorded a write down of $62,000 in 1997, and an
additional  $5,000
     in 1998,  to adjust its carrying  value of the  investment
to the estimated
     liquidation value of cash, land and equipment remaining.

3.   Note payable - bank

     In connection with the purchase of certain  producing oil
and gas interests
     (see Note 4), the  Company  obtained a loan from a bank as
evidenced  by a
     promissory  note dated March 23, 1998, in the principal
amount of $90,000,
     with  interest at 2.0  percentage  points above the Norwest
Bank  Colorado,
     N.A.  prime rate  (9.75% at  December  31,  1998).  The loan
is  unsecured,
     guaranteed by an officer and  shareholder  of the Company as
a co-borrower,
     and is due in twelve monthly installments of principal plus
interest,  with
     final  payment due March 23, 1999.  At December 31, 1998,
$23,369  remains
     outstanding under this obligation.

4.   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, 1996, 1997 and 1998 amounted to
$4,398, $2,086 and
     $525, respectively.

     The Company has a  month-to-month  agreement with an
affiliated  company to
     provide for office services and sublease office space for
$1,600 per month.
     Accrued  liabilities  at  December  31,  1998  include
$4,800  due  to the
     affiliated company pursuant to this agreement.

     Purchase of proved oil and gas properties:

     On April 7, 1998, the Company purchased certain working
leasehold interests
     in oil and gas wells in Oklahoma,  from an affiliated
company,  for cash in
     the amount of $208,000.  Another  affilated entity is the
operator of these
     wells, and has offered to offset the Company's lease
operating  expenses on
     these wells in the amount of $150 per month per well (an
aggregate of $900
     per month) for as long as the Company  owns the wells.  In
October of 1998,
     this  amount  was  increased  to $180 per month per well (an
aggregate  of
     $1,080 per month).  At December  31, 1998,  $4,860 has been
offset  against
     lease operating expense, in this manner.


                                      F-10



<PAGE>

                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998




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, 1998, no warrants have
been exercised.

     The Company has adopted the  disclosure-only  provisions  of
Statement  of
     Financial   Accounting   Standards  No.  123  "Accounting
for  Stock-Based
     Compensation".  Accordingly,  no compensation  cost has been
recognized for
     the  warrants.  Had  compensation  costs for the  Company's
warrants  been
     determined  based on the fair value at the extension date
consistent  with
     the  provision of SFAS No. 123, the Company's net earnings
and earnings per
     share would not be materially  different  from the amounts
recorded on the
     accompanying statement of operations for the years ended
December 31, 1996,
     1997 or 1998

     On February 28, 1996, the shareholders of the Company
approved the creation
     of 5,000,000  authorized  Class A Preferred  shares and
520,000  authorized
     Special Class B Preferred shares.

     The  Class  A  preferred   stock  was   authorized   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 of common and preferred stockholders.

     The value of the Class B preferred  shares was originally
based on the book
     value of the oil and gas assets at December  31, 1996.
Effective  December
     31, 1997,  the Company's  board of directors  approved an
allocation of oil
     and gas assets to the preferred  shares  totaling  $364,328.
Subsequent to
     December 31,  1997,  net oil and gas income  after
operating  expenses and
     applicable general and  administrative  expense is allocated
to the Class B
     preferred shares.

                                      F-11



<PAGE>

                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998




5.   Stockholders' equity (continued)

     During  1997 and 1998,  the  Company  conducted  a clearing
house where it
     brough together  certain buyers and sellers of its Class B
preferred stock,
     which is not otherwise  traded.  At the conclusion of the
trading period in
     1998,  one large  purchaser was unable to complete its
intended  purchases,
     due to lack of financing. The Board of Directors determined
to purchase and
     retire 25,646 shares.  In April 1998, the Company completed
the purchase of
     25,646 shares of the Class B preferred  stock for the cash
in the amount of
     $24,187, which reduced the issued and outstanding Class B
preferred shares,
     leaving a remaining balance of 490,859 shares.

6.   Income taxes

     At December 31, 1998, the Company had net operating loss
carry-forwards of
     approximately $501,000, which, if not used, will expire as
follows:

             Year of expiration                    Amount
             ------------------                   --------
                     2000                         $471,000
                     2001                           23,000
                     2018                            7,000
                                                  --------
                                                  $501,000


     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 year ended
     December 31, 1996 due to the utilization of a tax loss
carryforward for the
     year. The recognized tax benefit of the utilized
carryforward  was $15,600
     for the year ended December 31, 1996. The Company has a
financial statement
     loss carryover of  approximately  $399,000  remaining at
December 31, 1998.
     The  difference in financial  statement  and tax return loss
carryovers is
     principally the difference in the timing of deducting
intangible  drilling
     costs.  Income  tax  credit  carryovers  for  financial  and
tax  purposes
     approximate $2,700 from pre-1986 transactions.


                                      F-12



<PAGE>

                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998




6.   Income taxes (continued)

     As of December 31, 1997 and 1998,  total  deferred tax
assets,  liabilities
     and valuation allowance are as follows:

                                                          1997
1998
                                                          ----
- ----
        Deferred tax assets resulting from loss
          carryforward                                   $168,000
$ 187,000
        Deferred tax liabilities
(21,000)   (39,000)
        Valuation allowance
(147,000)  (148,000)
                                                         --------
- --------
                                                         $      -
$      -
                                                         ========
========


7.   Basic and diluted income (loss) per common share

     Basic income (loss) per common share  information  is based
on the weighted
     average  number of shares of common  stock  outstanding
during  each year,
     approximately  517,000 shares in 1996, 1997 and 1998.
Outstanding warrants
     are not dilutive in any of the periods presented.

8.   Major customers

     Customers  which accounted for over 10% of revenues were as
follows for the
     years ended December 31, 1996, 1997 and 1998:

                                        1996          1997
1998
                                        ----          ----
- ----

       Oil and gas:
        Customer A                      23.7%         23.0%
13.9%
        Customer B                      11.1%         12.2%
10.4%
        Customer C                          *             *
21.0%
        Customer D                      10.5%         18.4%
*

       * - less than 10%



                                      F-13



<PAGE>

                             CROFF ENTERPRISES, INC.
                     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 "income" from the changes in reserves and costs.

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

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

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

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

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

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

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

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


                                      F-14

<PAGE>
                             CROFF ENTERPRISES, INC.
                     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, 1998,  crude oil prices
decreased  and
     natural gas prices were stable. 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



<PAGE>

                             CROFF ENTERPRISES, INC.
                     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, 1996, 1997 and 1998:

                                                1996        1997
1998
                                                ----        ----
- ----
       Revenues                              $216,870    $193,099
$193,971
                                             --------    --------
- --------

       Lease operating costs                   47,759      26,966
52,679
       Production taxes                        10,597      13,858
16,302
       Depletion and depreciation              20,759      21,108
39,577
                                              -------     -------
- ------

                                               79,115      61,932
108,558
       Income tax expense                           -           -
- -
                                              -------     -------
- ------

       Results of operations from producing
         activities (excluding corporate
         overhead and interest expense)      $137,755    $131,167
$ 85,413
                                             ========    ========
========



                                     F-16



<PAGE>
                             CROFF ENTERPRISES, INC.
                     SUPPLEMENTAL INFORMATION - DISCLOSURES
               ABOUT OIL AND GAS PRODUCING ACTIVITIES - UNAUDITED

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

                                                  Year ended
December 31,
                                                  ---------------
- --------
                                                1996       1997
1998
                                                ----       ----
- ----

Future cash inflows                         $1,540,000
$1,487,000 $1,346,000
Future production and development costs       (359,000)
(317,000)  (306,000)

                                             1,181,000
1,170,000  1,040,000

Future income tax expense                           -           -
- -
                                                    --          -
- -         -

Future net cash flows                        1,181,000
1,170,000  1,040,000

10% annual discount for estimated timing of
   cash flows                                 (415,000)
(411,000)  (365,000)
                                              ---------   -------
- --  ---------

      Standardized measure of discounted
       future net cash flows                 $ 766,000   $
759,000  $ 675,000
                                             ==========
========== =========

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

Beginning balance                            $ 736,000   $
766,000  $ 759,000

Evaluation of proved undeveloped reserves, net
   of future production and development costs   (5,000)
(22,000)    (8,000)
Purchase of proved reserves                     16,000
95,000    211,000
Sales and transfer of oil and gas produced, net
   of production costs                        (264,000)
(152,000)  (166,000)
Net increase (decrease) in prices and costs    204,000
(20,000)  (151,000)
Extensions and discoveries                      74,000
53,000     12,000
Revisions of previous quantity estimates        (7,000)
28,000      8,000
Accretion of discount                           12,000
11,000     10,000
Net change in income taxes                           -
- -          -
Other                                                -
- -          -
                                             ---------   --------
- -  ---------

Ending balance                               $ 766,000   $
759,000  $ 675,000
                                             ==========
========== =========


                                      F-17

<PAGE>
                             CROFF ENTERPRISES, INC.
                     SUPPLEMENTAL INFORMATION - DISCLOSURES
               ABOUT OIL AND GAS PRODUCING ACTIVITIES - UNAUDITED

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

                                          Oil reservesGas
reserves
                                             (bbls.)     (Mcf.)

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                            (12,414)
- -
   Production                                   (5,886)
(46,000)
                                                -------    ------
- --

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

   Revisions of previous estimates                   -
7,000
   Purchase of reserves                          3,200
68,864
   Extensions, discoveries and other additions   3,034
10,000
   Sale of reserves                                  -
- -
   Production                                   (5,295)
(46,222)
                                                -------    ------
- --

Balance, December 31, 1997                      51,951
314,766

   Revisions of previous estimates                   -
3,000
   Purchase of reserves                          1,522
171,981
   Extensions, discoveries and other additions   1,103
- -
   Production                                   (5,278)
(65,673)
                                                -------    ------
- --

Balance, December 31, 1998                      49,298
424,074
                                                =======
=======

   Proved developed reserves
    December 31, 1996                           38,101
265,748
    December 31, 1997                           39,339
301,343
    December 31, 1998                           36,686
410,651

Costs incurred in oil and gas producing  activities for the years
ended December
31, 1996, 1997, 1998 are as follows:
                                              1996        1997
1998
                                              ----        ----
- ----

Property acquisition, exploration and
   development costs capitalized              $ 15,875    $
95,404  $ 211,369
Production costs                                58,356
40,824     68,981
Depletion and depreciation                      20,759
21,108     39,577

                                      F-18


<PAGE>


CROFF ENTERPRISES, INC.

INDEX TO FINANCIAL STATEMENTS, SCHEDULES
AND SUPPLEMENTAL INFORMATION


                                                         Page No.
FINANCIAL STATEMENTS

R
EPORT    OF    INDEPENDENT    CERTIFIED    PUBLIC    ACCOUNTANTS
F-2

BALANCE      SHEET-DECEMBER      31,      1997      AND      1998
F-3

INCOME STATEMENT-YEARS ENDED DECEMBER 31, 1996,
1997 AND 1998                                          F-5

STATEMENT OF STOCKHOLDERS' EQUITY-YEARS ENDED
DECEMBER 31, 1996, 1997, AND 1998                           F-6

STATEMENT OF CASH FLOWS-YEARS ENDED DECEMBER 31,
1996,                1997,                AND                1998
F-7

NOTES TO FINANCIAL STATEMENTS                          F-8

SUPPLEMENTAL INFORMATION-DISCLOSURES ABOUT OIL
AND GAS PRODUCING ACTIVITIES-UNAUDITED                      F-14








<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from form 10-K for period
ended December 31, 1998 and is qualified in its entirety by refernece to such
10-k for period ended December 31. 1998.
</LEGEND>
<CIK> 0000025743
<NAME> CROFF ENTERPRISES, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                          14,294
<SECURITIES>                                     3,125
<RECEIVABLES>                                   35,171
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                52,590
<PP&E>                                         733,697
<DEPRECIATION>                                 288,717
<TOTAL-ASSETS>                                 508,847
<CURRENT-LIABILITIES>                           50,724
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                    329,559
<COMMON>                                        57,914
<OTHER-SE>                                      70,650
<TOTAL-LIABILITY-AND-EQUITY>                   458,123
<SALES>                                        193,971
<TOTAL-REVENUES>                               198,388
<CGS>                                                0
<TOTAL-COSTS>                                   68,981
<OTHER-EXPENSES>                               144,989
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,745
<INCOME-PRETAX>                               (15,582)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (15,582)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (15,582)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)
        

</TABLE>





                         PROMISSORY NOTE
                                
Princ   Loan  Matur    Loan   Call  Colla   Accou  Offic   Initi
ipal    Date   ity     No.          teral     nt     er     als
$90,0  03-23- 03-23-  21537          5000   40315   028
00.00   1998   1999     8                     3
 References in the shaded area are for Lender's use only and do
 not limit the applicability of this document to any particular
                          loan or item.

Borrower:    CROFF   ENTERPRISES,   INC.,   A   UTAH
        Lender:  Union Bank & Trust
        CORPORATION; Et AL                   Main Office
        1675 BROADWAY, SUITE 1030            100 Broadway
        DENVER, CO 80202                     Denver, Co 8d203

Principal Amount: $90,000.00  Initial Rate: 10.500%         Date
of Note: March 23, 1998
 PROMISE TO PAY. CROFF ENTERPRISES, INC., A UTAH CORPORATION  and
 GERALD  L  JENSEN  (referred to in this  Note  Individually  and
 collectively  as  "Borrower") Jointly and severally  promise  to
 pay  to Union Bank & Trust ("Lender'", or order, In lawful money
 of the United
 Stales  of  America, the principal amount of Ninety  Thousand  &
 00/100  Dollars  ($90,000.00), together  with  Interest  on  the
 unpaid  principal  balance from March  23,1998,  until  paid  in
 full.

 PAYMENT.  Subject to any payment changes resulting from  changes
 in  the  index,  Borrower will pay this loan in ii  payments  of
 $7,941.85  each payment and an irregular last payment  estimated
 at  $7,941.91. Borrower's first payment is due April  23,  1998,
 and  all  subsequent payments are
 due on the same  day  of  each
 month  after  that.  Borrower's final payment  will  be  due  on
 March23,  1999,  and will be for all principal and  all  accrued
 interest  not yet paid. Payments Include principal and Interest.
 The  annual  interest  rate  for this  Note  is  computed  on  a
 36S~flSO  basis; that is, by applying the ratio  of  the  annual
 interest  rate  over  a  year of 360  days,  multiplied  by  the
 outstanding  principal balance, multiplied by the actual  number
 of  days the principal balance is outstanding. Borrower will pay
 tender  at  Lender's address shown above or at such other  place
 as  Lender may designate in writing. Unless otherwise agreed  or
 required  by applicable law, payments Will be applied  first  to
 accrued  unpaid interest, then to principal, and  any  remaining
 amount to any unpaid collection costs and late charges.

 VARIABLE  INTEREST  RATE. The interest  rate  on  this  Note  is
 subject  to  change from time to time based  on  changes  in  an
 independent index which is the Norwest Bank Colorado, NA.  Prime
 Rate  (the  'Index").  The index is not necessarily  the  lowest
 rate  charged  by  Lender  on  its loans.  lithe  Index  becomes
 unavailable  during the term of this loan, Lender may  designate
 a  substitute index after notice to Borrower. Lender  will  tell
 Borrower   the  current  Index  rate  upon  Borrower's  request.
 Borrower  understands that Lender may make loans based oh  other
 rates  as  well.  The interest rate change will not  occur  more
 often  than  each day. The Index currently Is 8.500% per  annum.
 The Interest rate to be applied to the unpaid principal
 balance  of  this  Note will be at a rate  of  2.000  percentage
 points  over the Index, resulting in an initial rate of  10.500%
 per annum. NOTICE:

 Under  no circumstances will the interest rate on this  Note  be
 more  than the maximum rate allowed by applicable law.  Whenever
 increases  occur in the interest rate, Lender,  at  its  option,
 may  do  one  or more of the following: (a) increase  Borrower's
 payments  to ensure Borrower's loan will pay off by its original
 final  maturity date, (b) increase Borrower's payments to  cover
 accruing   interest,  (c)  increase  the  number  of  Borrower's
 payments,  and  (d)  continue Borrower's payments  at  the  same
 amount and increase Borrower's final payment.

 PREPAYMENT;  MINIMUM INTEREST CHARGE. Borrower agrees  that  all
 loan fees and other prepaid finance charges are earned fully  as
 of  the date of the loan and will not be subject to refund  upon
 early  payment (whether voluntary' or as a result  of  default),
 except  as  otherwise required by law. In any event,  even  upon
 full  prepayment of this Note, Borrower understands that  Lender
 is  entitled to a minimum interest charge of $25.00. Other  than
 Borrower's  obligation  to  pay  any  minimum  interest  charge,
 Borrower may pay without penalty all or a portion of the  amount
 owed  earlier  than it is due. Early payments will  not,  unless
 agreed  to  by Lender in writing, relieve Borrower of Borrower's
 obligation  to  continue  to  make payments  under  the  payment
 schedule.  Rather,  they will reduce the principal  balance  due
 and may result in Borrower making fewer payments.

 DEFAULT.  Borrower will be in default if any  of  the  following
 happens:  (a) Borrower fails to make any payment when  due.  (b)
 Borrower  breaks  any promise Borrower has made  to  Lender,  or
 Borrower  fails to comply with or to perform when due any  other
 term, obligation, covenant, or condition contained in this  Note
 or  any  agreement  related  to  this  Note,  or  in  any  other
 agreement   or   loan  Borrower  has  with   Lender.   (a)   Any
 representation  or  statement made or  furnished  to  Lender  by
 Borrower or on Borrower's behalf is false or misleading  in  any
 material  respect either now or at the time made  or  furnished.
 (d)  Borrower becomes insolvent, a receiver is appointed for any
 part  of  Borrower's property, Borrower makes an assignment  for
 the  benefit of creditors, or any proceeding is commenced either
 by   Borrower  or  against  Borrower  under  any  bankruptcy  or
 insolvency  laws.  (e)  Any  creditor  tries  to  take  any   of
 Borrower's  property  on  or  in which  Lender  has  a  lien  or
 security  interest.  This  includes  a  garnishment  of  any  of
 Borrower's accounts with Lender. (f) Any guarantor dies  or  any
 of  the  other  events described in this default section  occurs
 with  respect  to  any guarantor of this Note.  (g)  A  material
 adverse  change  occurs  in Borrower's financial  condition,  or
 Lender  believes the prospect of payment or performance  of  the
 Indebtedness is impaired.

 LENDER'S  RIGHTS.  Upon default, Lender may declare  the  entire
 unpaid  principal  balance on this Note and all  accrued  unpaid
 interest  immediately  due, without notice,  and  then  Borrower
 will  pay  that amount. Upon default, including failure  to  pay
 upon  final  maturity,  Lender, at  its  option,  may  also,  if
 permitted  under applicable law, increase the variable  interest
 rate  on  this 'vale to 8.000 percentage points over the  index.
 The interest rate will not exceed the maximum rate permitted  by
 applicable  law.  Lender may hire or pay someone  else  to  help
 collect  this Note if Borrower does not pay. Borrower also  will
 pay  Lender  that amount. This includes, subject to  any  limits
 under  applicable  law, Lender's attorneys'  lees  and  Lender's
 legal  expenses  whether or not there is  a  lawsuit,  including
 attorneys'  fees  and legal expenses for bankruptcy  proceedings
 (including  efforts to modify or vacate any  automatic  stay  or
 injunction),   appeals,   and   any   anticipated   post~udgment
 collection  services.  If  not  prohibited  by  applicable  law,
 Borrower  also  will  pay any court costs, in  addition  to  all
 other  sums  provided by law. This Note has  been  delivered  to
 Lender  and  accepted  by Lender In the Stare  o~  Colorado.  It
 there  Is  a  lawsuit, Borrower agrees upon Lender's request  to
 submit  to  the jurisdiction of the court of Denver County,  the
 State  of  Colorado. Subject to the provIsions  on  arbitration,
 this  Note shall be governed by and construed in accordance with
 the laws of the State of Colorado.

 RIGHT  OF  SETOFF.  Borrower  grants  to  Lender  a  contractual
 possessory  security interest In, and hereby  assigns,  conveys,
 delivers,  pledges,  and  transfers  to  Lender  all  Borrower's
 right,  title  and interest in and to, Borrower's accounts  with
 Lender  (whether  checking, savings,  or  some  other  account),
 including  without  limitation all accounts  held  jointly  with
 someone  else and all accounts Borrower may open in the  future,
 excluding  however  all  IRA and Keogh  accounts,  and  an  twst
 accounts  tar  which the grant of a security interest  would  be
 prohibited  by  law. Borrower authorizes Lender, to  the  extent
 permitted by applicable law, to charge or setoff all sums  owing
 on this Note against any and all such accounts.

 ARBITRATION. Lender and Borrower agree that all disputes,  clams
 and  controversies between them, whether individual,  Joint,  or
 class  in nature, arising from this Note or otherwise, including
 without   limitation  contract  and  tort  disputes,  shall   be
 arbitrated  pursuant  to the Rules of the  American  Arbitration
 Association,  upon request of either party. No act  to  take  or
 dispose of any collateral securing this Note shall constitute  a
 waiver  of this arbitration agreement or be prohibited  by  this
 arbitration   agreement.  This  includes,  without   limitation,
 obtaining  injunctive relief or a temporary  restraining  order;
 invoking  a  power of sale under any deed of trust or  mortgage;
 obtaining  a writ of attachment or imposition of a receiver;  or
 exercising  any rights relating to personal property,  including
 taking  or  disposing of such property with or without  judicial
 process  pursuant  to Article S of the Uniform Commercial  Code.
 Any   disputes,   claims,   or  controversies   concerning   the
 lawfulness  or  reasonableness of any act, or  exercise  of  any
 right.  concerning any collateral securing this Note,  including
 any  claim to rescind, reform, or otherwise modify any agreement
 relating  to  the collateral securing this Note, shall  also  be
 arbitrated. provided however that no arbitrator shall  have  the
 right  or the power to enjoin or restrain any act oI any  party.
 Judgment  upon  any  award rendered by  any  arbitrator  may  be
 entered  in any court having jurisdiction. Nothing In this  Note
 shall  preclude any party from seeking equitable relief  from  a
 court  of  competent jurisdiction. The statute  of  limitations,
 estoppel,  waiver,  laches, and similar  doctrines  which  would
 otherwise  be applicable in an action brought by a  party  shall
 be   applicable   in   any  arbitration  proceeding,   and   the
 commencement  of an arbitration proceeding shall be  deemed  the
 commencement  of  an  action  for these  purposes.  The  Federal
 Arbitration    Act    shall   apply   to    the    construction,
 interpretation, and enforcement of this arbitration provision.

 GENEflAL PROVISIONS. Lender may delay or forgo enforcing any  of
 its  rights  or  remedies under this Note without  losing  them.
 Each  Borrower  understands and agrees  that,  with  or  without
 notice  to  Borrower,  Lender may  with  respect  to  any  other
 Borrower  (a)  make one or more additional secured or  unsecured
 loans   or  otherwise  extend  additional  credit;  (b)   alter,
 compromise, renew, extend, accelerate, or otherwise  change  one
 or   more  times  the  time  for  payment  or  other  terms  any
 indebtedness, Including increases and decreases of the  rate  of
 interest  on  the  indebtedness; (c) exchange,  enforce,  waive,
 subordinate,  fail  or decide not to perfect,  and  release  any
 security,  with  or without the substitution of new  collateral;
 (d)  apply such security and direct the order or manner of  sale
 thereof,  including  without limitation,  any  nonjudicial  sale
 permitted  by the terms of the controlling security  agreements,
 as   Lender  in  its  discretion  may  determine;  (e)  release,
 substitute, agree not to sue, or deal with any one  or  more  of
 Borrower's  sureties,  endorsers, or  other  guarantors  on  any
 terms  or  in  any manner Lender may choose; and  (I)  determine
 how, when and what application of payments and credits shall  be
 made  on  any  other indebtedness owing by such other  borrower.
 Borrower  and any other person who signs, guarantees or endorses
 this  fiote,  to  (he extent allowed by law, waive  presentment,
 demand  for  payment, protest and notice of dishonor.  Upon  any
 change   in  the  terms  of  this  Note,  and  unless  otherwise
 expressly  stated  in  writing, no party who  signs  this  Note,
 whether  as  maker, guarantor, accommodation maker or  endorser,
 shall  be  released from liability. All such parties agree  that
 Lender  may  renew or extend (repeatedly and for any  length  of
 time)   this  loan,  or  release  any  party  or  guarantor   or
 collateral; or impair, fall to realize upon or perfect  Lender's
 security  interest in the collateral; and take any other  action
 deemed  necessary by Lender without the consent of or notice  to
 anyone.  ~l such parties also agree that Lender may modify  this
 loan  without the consent of or notice to anyone other than  the
 party  with whom the modification is made. The obligations under
 this Note are Joint and several
                 CORPORATE RESOLUTION TO BORROW
Princ   Loan  Matur    Loan   Call  Colla   Accou  Offic   Initi
ipal    Date   ity     No.          teral     nt     er     als
$90,0  03-23- 03-23-  21537          5000   40315   028
00.00   1998   1999     8                     3
 References in the shaded area are for Lender's use only and do
 not limit the applicability of this document to any particular
                          loan or item.
                                
Borrower:      CROFF ENTERPRISES, INC., A UTAH
Lender:  Union Bank & Trust
        CORPORATION; Et AL                   Main Office
        1675 BROADWAY, SUITE 1030            100 Broadway
        DENVER, CO 80202                     Denver, CO 80203


Principal Amount: $90,000.00  Initial Rate: 10.500%         Date
of Note: March 23, 1998

 I,  the  undersigned Secretary or Assistant Secretary' of  CROFF
 ENTERPRISES,  INC.,  A  UTAH  CORPORATION  (the  "Corporation"),
 HEREBY  CERTIFY that the Corporation is organized  and  existing
 under  and  by  virtue of the laws of the Stale  of  Utah  as  a
 corporation  for  profit,  with its  principal  office  at  167S
 BROADWAY,  SUITE 1030, DENVER, CO 80202, and is duly  authorized
 to transact business In the State of Colorado.

 I  FURTHER  CERTIFY that at a meeting of the  Directors  of  the
 Corporation, duly called and held on March 10, 1998, at which  a
 quorum  was  present  and voting, or by  other  duly  authorized
 corporate   action   In  lieu  of  a  meeting,   the   following
 resolutions were applied:

 BE  IT  RESOLVED,  that  any  one (1)  of  the  following  named
 officers,  employees,  or  agents  of  this  Corporation,  whose
 actual signatures are shown below:
   NAME                    POSITION
   GERALD L. JENSEN         PRESIDENT

 acting  for and on behalf of the Corporation and as its act  and
 deed be, and he or she hereby Is, authorized and empowered:

   Borrow  Money. To borrow from time to time from Union  Bank  &
   Trust  ("Lender"), on such terms as may b  agreed upon between
   the  Corporation and Lender, such sum or sums of money  as  in
   his or her judgment should be borrowed, without limitation.

   Execute   Notes.  To  execute  and  deliver  to   Lender   the
   promissory'  note  or  notes,  or  other  evidence  of  credit
   accommodations of the Corporation, on Lender's forms, at  such
   rates  of  Interest and on such terms as may be  agreed  upon,
   evidencing  the sums of money so borrowed or any  indebtedness
   of  the Corporation to Lender, and also to execute and deliver
   to  Lender  one  or more renewals, extensions,  modifications,
   refinancing, consolidations, or substitutions for one or  more
   of  the notes, any portion of the notes, or any other evidence
   of credit accommodations.

   Grant   Security.  To  mortgage,  pledge,  transfer,  endorse,
   hypothecate, or otherwise encumber and deliver to  Lender,  as
   security   for   the   payment  of   any   loans   or   credit
   accommodations so obtained, any promissory notes  so  executed
   (including  any amendments to or modifications, renewals,  and
   extensions  of  such  promissory'  notes),  or  any  other  or
   further indebtedness of the Corporation to Lender at any  time
   owing, however the same may be evidenced, any property now  or
   hereafter  belonging  to  the  Corporation  or  In  which  the
   Corporation  now or hereafter may have an interest,  including
   without   limitation  all  real  property  and  all   personal
   property  (tangible  or Intangible) of the  Corporation.  Such
   property  may  be  mortgaged, pledged, transferred,  endorsed,
   hypothecated,  or  encumbered  at  the  time  such  loans  are
   obtained  or  such Indebtedness is incurred, or at  any  other
   time or times, and may be either In addition to or In lieu  of
   any  property  theretofore  mortgaged,  pledged,  transferred,
   endorsed, hypothecated, or encumbered.

   Execute  Security Documents. To execute and deliver to  Lender
   the  forms  of  mortgage,  deed of  trust,  pledge  agreement,
   hypothecation  agreement, and other  security  agreements  and
   financing  statements which may be submitted  by  Lender,  and
   which  shall  e'4'dence  the terms and  conditions  under  and
   pursuant  to  which  such liens and encumbrances,  or  any  of
   them,  are  given: and also to execute and deliver  to  Lender
   any  other  written  Instruments, any chattel  paper,  or  any
   other  collateral, of any kind or nature, which he or she  may
   In  his  or her discretion deem reasonably necessary or proper
   in  connection with or pertaining to the giving of  the  liens
   and encumbrances.

   Negotiate  Items.  To draw, endorse, and discount with  Lender
   all  drafts,  trade acceptances, promissory' notes,  or  other
   evidences  of  indebtedness payable to  or  belonging  to  the
   Corporation  in  which the Corporation may have  an  interest,
   and  either  to  receive cash for the same or  to  cause  such
   proceeds  to  be  credited to the account of  the  Corporation
   with  Lender,  or  to  cause  such other  disposition  of  the
   proceeds derived therefrom as they may deem advisable.

   Further  Acts.  In the case of lines of credit,  to  designate
   additional  or  alternate Individuals as being  authorized  to
   request  advances  thereunder, and In all  cases,  to  do  and
   perform  such other acts and things, to pay any and  all  foes
   and  costs,  and  to execute and deliver such other  documents
   and  agreements as he or she may in his or her discretion deem
   reasonably necessary' or proper in order to carry Into  effect
   the provisions of these Resolutions.

 BE  IT  FURTHER  RESOLVED,  that any  and  all  acts  authorized
 pursuant  to  these  Resolutions  and  performed  prior  to  the
 passage  of these Resolutions are hereby ratified and  approved,
 that  these  Resolutions shall remain In full force  and  effect
 and  Lender  may rely on these Resolutions until written  notice
 of  his  or  her  revocation shall have been  delivered  to  and
 received by Lender. Any such notice shall not affect any of  the
 Corporation's agreements or commitments in effect  at  the  time
 notice is given.

 BE  IT  FURTHER  RESOLVED, that the Corporation may  enter  Into
 transactions   in   which  there  are  multiple   borrowers   on
 obligations  to  Lender  and  the  Corporation  understands  and
 agrees   that,  with  or  without  notice  to  the  Corporation,
 discharge  or  release  of any party or collateral  securing  an
 obligation,  any  extension of time for payment,  any  delay  in
 enforcing  any rights granted to Lender, or any other action  or
 Inaction  will  not  cause Lender to  lose  any  of  its  rights
 against   the   Corporation;  and   that   Lender   may   modify
 transactions  without the consent of or notice to  anyone  other
 than the party with whom the modification Is made.

 BE  IT FURTHER RESOLVED, that the Corporation will notify Lender
 In  writing  at  Lender's address shown  above  (or  such  other
 addresses  as Lender may designate from lime to time)  prior  to
 any  (a)  change in the name of the Corporation, (b)  change  in
 the  assumed business name(s) of the Corporation, (c) change  In
 the   management  of  the  Corporation,,  (d)  change   In   the
 authorized  signer(s), (e) conversion of the  Corporation  to  a
 new  or different type of business entity, or (f) change In  any
 other  aspect  of  the Corporation that directly  or  Indirectly
 relates  to  any agreements between the Corporation and  Lender.
 No  change In the name of the Corporation will take effect until
 after Lender has been notified.

 I  FURTHER  CERTIFY that the officer, employee, or  agent  named
 above  Is  duly elected, appointed, or employed by  or  for  the
 Corporation,  as the case may be, and occupies the position  set
 opposite  the name; that the foregoing Resolutions now stand  of
 record   on  the  books  of  the  Corporation;  and   that   the
 Resolutions  are  In full force and effect  and  have  not  been
 modified  or  revoked In any manner whatsoever. The  Corporation
 has  no  corporate seal, and therefore, no seal  Is  affixed  to
 this certificate.

 IN  TESTIMONY  WHEREOF, I have hereunto set  my  hand  on  Match
 23,199B  and attest that the signatures set opposite  the  names
 tinted above are their genuine signatures.
                                             C RTIFIED TO AND
ATTESTED BY:                                 r
                                             X  Colleen Jensen
                                             X  Assistant
Secretary


 NOTE:      in case the secretary or other certifying officer  is
 designated  by the foregoing resolutions as one of  the  signing
 officers, it is advisable to have this certificate signed  by  a
 second Officer or  Director of the corporation.

LAsER  PRO,  Reg.  u.s.  Pat.  & TM,  off,,  ver.  3.24(ctlgaacPi
                          STATE OF UTAH
                     DEPARTMENT OF COMMERCE


                          CERTIFICATION
                        OF GOOD STANDING
                                

        THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL
   CODE HEREBY CERTIFIES THAT



                     CROFF ENTERPRISES, INC.

   is  a  Utah corporation and is qualified to transact  business

   in  the  State of Utah, and that its most recent annual report

   required  by  Utah  law has been filed, and that  Articles  of

   Dissolution   have   not   been  filed,   A   Certificate   of

   Incorporation  was  issued from this office  on  NOVEMBER  13,

   1907  and said corporation is in good standing, as appears  of

   record in the offices of the Division



   This  certification is not intended to reflect  the  financial

   condition,   business   activity   or   practices   of    this

   corporation.



   File Number: CO 006667







                                                  
                                       Dated this 19th day
                                       Of March, 1998
                                       Korla T Woods
                                       Director, Division of
                                       Corporations and
Commercial Code



                    CROFF PURCHASE AGREEMENT
                                
                                
      This  Purchase  Agreement is being made  and  entered  into
between  Croff  Oil  Company, St. James Oil  Company,  and  Jenex
Operating  Company, this seventh day of April, 1998.   Croff  Oil
Company of 1675 Broadway, Suite 1030, Denver, Colorado 80202,  is
hereafter referred to as "Croff", Jenex Operating Company of 1675
Broadway,  Suite  1030,  Denver,  Colorado  80202,  is  hereafter
referred  to  as "Jenex", and St. James Oil Company of  P.O.  Box
5188,  Stateline Nevada, 89449, is hereafter referred to as  "St.
James".

                            RECITALS
                                
      St.  James owns certain producing leases on which Jenex  is
the operator of certain oil and gas wells in Oklahoma.  St. James
desires to sell these operated wells for cash to Croff.  Croff is
interested  in purchasing these wells from St. James.   Jenex  is
the  operator  of these wells and has agreed to  rebate  a  fixed
portion of the operating revenues to Croff.

                            AGREEMENT
                                
1.   Croff  hereby  agrees to buy the following leases  from  St.
     James, and the operating wells thereon commonly known as the
     Mueggenborg,  Duncan, Fannie Brown, Miller,  Dickerson,  and
     one-half  of  the Harper, which leases and  wells  are  more
     particularly described on Exhibit "A", attached  hereto  and
     by  this  reference incorporated herein.  The  leases  shall
     include
  all  the  interest of St. James  in  these  mineral
     estates.   All  operated  wells, all  equipment,  inventory,
     receivables, and rights and offsets are included, except for
     the  Harper well in which St. James is conveying 1/2 of  its
     leasehold interest, the other half being conveyed  to  Jenco
     Petroleum Corporation.

2.   St.  James  hereby agrees to convey to Croff the leases  set
     out  on  Exhibit "A" by Quit Claim deed effective  April  1,
     1998, including all of St. James net revenue interest, which
     includes all of its present leasehold estate except  in  the
     Harper well in which is included 1/2 of St. James' leasehold
     estate.    Such   leases  will  be  conveyed  by   quitclaim
     assignment  with  a stipulation that purchaser  will  assume
     full   responsibility  for  all  leases  in  their   present
     condition,  including any and all environmental or  remedial
     work  which should be attributed to a non-operating  working
     interest.  A sample of such quitclaim assignment is attached
     hereto as Exhibit "B".

3.   The consideration to be paid by Croff for the assignment  of
     the  leases as described on Exhibit "A", shall be  $208,000.
     The  consideration  shall  be  paid  by  wire  transfer   or
     cashier's check at closing.

4.   Jenex hereby agrees to provide a credit of $150 dollars  per
     month for each well being purchased by Croff, as long as the
     lease  is held by Croff.  The total credit will be $150  per
     well,  for  six wells, or a total of $900 per  month.   This
     credit  is  available only to Croff, and is not transferable
     to any subsequent purchaser.

5.   This  Purchase Agreement has been approved by the  Board  of
     Directors of Croff and Croff has authorized its President to
     enter  into this Agreement.  Croff represents that it is  in
     the  oil  and natural gas business and will conduct its  own
     due diligence with respect to these leases.

6.   St. James hereby represents and warrants that it is a Nevada
     Corporation, that it has full authority to enter  into  this
     Agreement,  that James Jensen, the officer,  executing  this
     Agreement is duly authorized, that it has full authority  to
     sell the leases being conveyed, and that it is not aware  of
     any  information with respect to these leases which  is  not
     available to Croff through Jenex Operating Company, at  1675
     Broadway,  Suite  1030, Denver, Colorado  80202;  that  such
     leases are free and clear of any liens and encumbrances, and
     there  are no claims or litigation threatened or filed  with
     respect to these leases.

7.   Jenex Operating Company hereby represents and warrants  that
     it  is a Colorado Corporation, that this Agreement has  been
     duly  authorized by its Board of Directors,  and  that  this
     Agreement  is binding on Jenex, effective with the  transfer
     of  all  ownership  in  Jenex  Operating  Company  to  Jenco
     Petroleum Corporation.

8.   Closing  shall take place at the offices of Jenex  Operating
     Company at 1675 Broadway, Suite 1030, Denver, Colorado 80202
     at 10:00 A.M. on April 8, 1998.  Notwithstanding the date of
     closing, the effective date of all Assignments of the leases
     shall be midnight, March 31, 1998.

9.   All  revenue prior to the effective date shall belong to St.
     James and all revenue subsequent to the effective date shall
     belong to Croff.  All joint interest billings, expenses, and
     costs of the well prior to the effective date shall be  paid
     by St. James, and after the effective date by Croff.

10.  This  Agreement  is  being entered  into  in  the  State  of
     Colorado, and Colorado law shall apply for all purposes.

11.  This  Agreement  shall be binding upon the  parties  hereto,
     their successors, transferee's, or assigns.

12.   This Agreement shall be executed in counterparts,  each  of
which shall be an original.

13.  Croff  Oil  Company shall have the sole right  to  make  any
     public announcement of this purchase.



      In witness whereof, the parties hereto have made in entered
into  this  Purchase  Agreement, the day  and  year  first  above
written.



Attest:
                                   Croff Oil Company


Attest:
                                   Jenex Operating Company


Attest:
                                   St. James Oil Company
C:\WORD\LEGAL\AGREEMNT\CROFFPUR.DOC
                           EXHIBIT "A"
                                
                                
Harper    #1             T22N-R18W-Sec. 20
                    Woodward County, Oklahoma
                                             One-half  St.  James
                                             interest   in   this
                                             well

Miller                   T22N-R18W-Sec. 29
                    Woodward County, Oklahoma

Fannie Brown             T9N-R10W-Sec. 11
                    Caddo County, Oklahoma

Dickerson           T15N-R5W-Sec. 34
                    Kingfisher County, Oklahoma

Mueggenborg              T15N-R5W-Sec. 35
                    Kingfisher County, Oklahoma

Duncan              T9N-R25E-Sec. 21
                    LeFlore County, Oklahoma



            ASSIGNMENT OF OIL, GAS AND MINERAL LEASE


      THIS  Assignment of Oil, Gas and Mineral Lease is made  and
entered  in to this ___ day of April, 1998, by and between  SAINT
JAMES OIL LIMITED, a Nevada corporation, with offices at P.O. Box
5188,   Stateline  Nevada,  89449,  hereafter  referred   to   as
"Assignor",  and  CROFF OIL COMPANY, a Nevada  corporation  whose
address  is  1675  Broadway, Suite 1030, Denver, Colorado  80202,
hereafter referred to as "Assignee".

      Assignor,  in consideration of the covenants and agreements
between  the  parties hereto, does hereby grant,  bargain,  sell,
assign,   transfer  and  convey  unto  Assignee  and   Assignee's
successors  in title and assigns, an undivided working  interest,
constituting  an undivided net revenue interest  in  and  to  the
Properties (hereinafter defined) listed on Exhibit "A",  attached
hereto and made a part hereof.

      The  properties include all of Assignor's right, title  and
interest in and to the following:

     (a)    Those  oil,  gas  and/or  mineral  leases,  including
     amendments   and   ratifications  thereof,   pertaining   to
     production of hydrocarbons from the Wells (the "Leases");

     (b)  All petroleum, hydrocarbons and associated gases stored
     upon or produced from the Leases, or attributable to them in
     any unit in which any of the Wells
 is included;

     (c)   All rights to use the surface of any of the lands  for
     access  to  the Wells and Leases and all contractual  rights
     relating to such lands and the Wells and Leases;

     (d)   All  of  the presently existing and valid pooling  and
     unitization agreements covering any Well;

     (e)   All  equipment and other personal and mixed  property,
     receivables, inventory, improvements, easements,  rights-of-
     way,  permits,  licenses, servitudes, surface leases,  water
     leases and any other estate in land situated upon, or  used,
     or  held  for future use in connection with the exploration,
     development  and production of oil, gas and  other  minerals
     from  any  of  the  lands  subject  to  the  Leases  or  the
     treatment,  storage  or transportation  of  such  substances
     therefrom,   and   all  other  fixtures   and   improvements
     appurtenant  to  or  used  or  useful  in  connection   with
     operations on the Leases;

     (f)   The  oil  and/or  gas production  or  injection  wells
     identified  in  Exhibit  "A",  together  with  all  personal
     property, fixtures and improvements used for the production,
     treatment,  sale  or disposal or injection of  hydrocarbons,
     water  or  brine produced therefrom or attributable thereto,
     including  all  equipment,  casing,  tubing,  pumps,  lines,
     separators,  wellhead  and in-hole equipment,  pipe,  tanks,
     motors,  pipeline,  meters,  regulators,  gathering   lines,
     fixtures,  and  all other oilfield equipment  and  material,
     installed  and in inventory, used or useful in the operation
     of such Wells.

      This  Assignment  is  made without warranty  of  any  kind,
express or implied.

     This Assignment shall be binding upon and shall inure to the
benefit  of Assignor and Assignee and their respective successors
and assigns.

      EXECUTED this ____ day of April, 1998, but effective as  of
the 1st day of April, 1998.

ATTEST                             SAINT JAMES OIL CORPORATION


By:____________________________
By:_________________________________
                                   James L. Jensen, President

STATE OF                 )
                         )
COUNTY OF                     )

The  foregoing instrument was acknowledged before me  this  _____
day  of  April, 1998, by James L. Jensen, as President  of  Saint
James  Oil,  Ltd.,  a  Nevada  Corporation,  on  behalf  of  said
Corporation.

WITNESS my hand and official seal.
                                   Notary Public


                         My Commission Expires:


ATTEST                             CROFF OIL COMPANY


By:____________________________
By:_________________________________
                                   Gerald L. Jensen


STATE OF                 )
                         )
COUNTY OF                     )

The  foregoing instrument was acknowledged before me  this  _____
day  of  April, 1998, by Gerald L. Jensen, as President of  Croff
Oil Company, a Nevada Corporation, on behalf of said Corporation.

WITNESS my hand and official seal.
                                   Notary Public


                         My Commission Expires:


C:\WORD\LEGAL\ASSIGNME\  STJAMES.DOC
                           EXHIBIT "A"
                                
                                
                                
                          Miller #1-29
          Township 22 North, Range 18 West, Section 29
                    Woodward County, Oklahoma
                           EXHIBIT "A"
                                
                                
                                
                       Fannie Brown #1-11
           Township 9 North, Range 10 West, Section 11
                     Caddo County, Oklahoma
                           EXHIBIT "A"
                                
                                
                                
                         Dickerson #1-34
           Township 15 North, Range 5 West, Section 34
                   Kingfisher County, Oklahoma
                                
                                
                         Mueggenborg #1
           Township 15 North, Range 5 West, Section 35
                   Kingfisher County, Oklahoma
                           EXHIBIT "A"
                                
                                
                                
                          Duncan #1-21
           Township 9 North, Range 25 East, Section 21
                    LeFlore County, Oklahoma