1
                            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 ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                               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)
      STATE OF INCORPORATION             IRS FEDERAL INDENTICATION NUMBER
          UTAH                              87-0233535
                    621 17TH STREET
                    SUITE 830
                    DENVER, COLORADO         80293
                    ADDRESS OF PRINCIPAL    ZIP CODE
                    EXECUTIVE OFFICES

Registrant's telephone number, including area code:303)383-1555

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 Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant 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, 2001, 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: $301,265.

As of March 1, 2001, the Registrant had outstanding 526,265
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...                                  ..13


ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS  ..13


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          ..19


ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
       ON ACCOUNTING AND FINANCIAL DISCLOSURES               19


PART III


ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT  .19


ITEM 11 EXECUTIVE COMPENSATION                             ..20


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


ITEM 13 CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS       .23


PART IV


ITEM 14 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND
        REPORTS ON FORM 8-K                                 .24

        SIGNATURES                                           25

        FINANCIAL STATEMENTS                                 26

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,objectives,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 621 17th Street, Suite  830,
Denver,Colorado 80293.  The telephone number is (303) 383-1555.

      Croff is engaged in the business of oil and gas exploration
and production, primarily through ownership of perpetual mineral
interests and acquisition of producing 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 production from leases and producing mineral interests.
Croff participates as a working interestowner  in  approximately 
42 wells.  Croff holds small royalty interests in over 200 wells.

      Croff primarily accumulated cash in the year 2000,but did
invest about $28,000 for a 5% working interest in a test well in
Leflore County, Oklahoma, in January 2001.  Croff did not buy any
new  production in 1999 as it had made significant  purchases in
1998 and was repaying debt incurred to pay for those purchases.
In 1998, Croff purchased working interests in six natural gas
wells in the State of Oklahoma.  These wells now provide the
largest source of revenue to Croff from any  single  operating
company.  In 1997, Croff purchased working interests in three gas
wells in Michigan, a gas well in Colorado, and an oil well in
Texas.   All of the wells from which Croff receives revenues are
operated  by  other companies and Croff has no control over the
factors which determine royalty or working interest 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 after a partial recovery, Croff wrote off the
balance of this investment in 1999.  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 and
1999 as oil and natural gas prices dropped.  In late 2000,the
Company again leased a tract of its' perpetual mineral interests.

      Please see Item2, Properties, for  charts  showing  the
Company's  sales, production and cost of production of Oil and
Natural Gas.

      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 the year 2000, the Company's policy was to accumulate
cash from its existing producing wells in order to repay monies
that had been borrowed from the common stock cash position and
used for the benefit of Preferred B shareholders to purchase
certain gas wells in 1998.  Therefore, the Company did not
actively pursue purchasing new properties in the year 2000.  The
Company did participate in the work over of several wells, and in
December,2000, after the cash reserves had been restored,the
Company participated as a 5% working interest owner in a new well
drilled by Chesapeake Energy in Leflore County, Oklahoma.  This
well was completed,but has not established commercial
production.   In 2000, the Company continued to actively search
for acquisitions or a possible merger partner.

      In 1999 the Company did not purchase any new properties  as
it  paid off debt and replenished its cash reserves. 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 produce oil or
condensate, these wells are primarily natural gas wells.  Because
of  the  low prices of oil and natural gas through mid-1999,  the
effect  of  this greater production to the Company was offset by
low prices.   Currently the Company's natural gas and oil
production is the largest it ever has been, and the Company
produced the highest revenues in its recent history.

      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 was approximately $1.00 per share.  In
1997, approximately 13,500 shares were traded, and in 1998
approximately 30,000 were traded.  In 1999, the clearinghouse was
postponed  until after the 1999 10-K was mailed to shareholders,
but  resulted  in 7,370 shares traded at $1.05 per share.   This
system  provides some liquidity to the Preferred B  shareholders,
and  the Clearinghouse is paid for by the Company without  charge
or commission to the shareholders.

     The  Board has adopted a policy of seeking a reverse  merger
partner which would involve merging a larger private company with
Croff.   The Board intends to continue to search for a  potential
acquisition or possible merger partner.

     (c)  Major Customers

      Customers which accounted for over 10% of revenues were  as
follows for the years ended December 31, 1998, 1999 and 2000:

                                             1998      1999    2000
     Oil and natural gas:
Coastal  Production  Company                  13.9%    10.0%   11.0%
Burlington Resources Oil and Gas Company      10.4%    13.2%   13.2%
Jenex    Petroleum   Corp.                    21%     26.9%    28.9%

     (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.
      The  following chart shows the Company's production of  oil
and natural gas by State:

           STATE GEOGRAPHIC DISTRIBUTION OF PRODUCTION
                                Oil            Natural Gas
         State            BBLS Produced       MCF Produced
                                                        
     Alabama                   --                  411  
     Colorado                 170                 4087  
     Michigan                   2                 7083  
     Montana                  269                   --  
     New Mexico                --                16078  
     North                    744                  224  
     Dakota
     Oklahoma                 712                31109  
     Texas                      8                 2320  
     Utah                    2061                 4733  
     Wyoming                  934                 5455  

     (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.

      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 of the oil and  gas  wells
from which it receives revenues.  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 2000, the Company expected an increase in leasing of its
perpetual  mineral interests as the price of oil and natural  gas
increased.   This  was  not the case.  The  Company  had  no  new
requests  for  leasing  its minerals  until  December  2000.   In
December  2000 the Company leased approximately 50 acres  of  its
gross mineral interests in Duchesne County, Utah.  There was also
increased   production  from  the  Company's  perpetual   mineral
interests  in  San Juan County, New Mexico, as in field  drilling
continued on the coal bed methane gas.  The Company also received
revenues which had been suspensed, from the Company's holdings in
La  Plata County, Colorado. These leases were part of a group  of
patented  mineral  rights being challenged by  the  Colorado  Ute
Indian  Tribe  as being invalid because they were  in  an  Indian
reservation.   This  lawsuit eventually reached  the  US  Supreme
Court  where  the  Court ruled in favor of  the  holders  of  the
mineral  interests.  Upon this decision, Amoco released suspensed
royalties  to  numerous companies, among them Croff Oil  Company.
The  Company expects that its leasing should increase in the year
2001.

      In  1998-1999, 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 1998.  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.

      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   new
production on some of the acreage.

      The  Companies revenues from oil and natural gas  royalties
increased materially in the year 2000.  This increase was due  to
the  substantial  increase in the price of oil and  natural  gas.
Actual   production  of  natural  gas  only  increased  slightly,
primarily  in  San  Juan County, New Mexico.  Almost  the  entire
increase in the oil and gas revenues was due to higher prices and
not  increased  production.  Oil and gas  revenues  reached  over
$3687,000  in  the year 2000, compared to $214,000  in  1999  and
$194,000 in 1998.

     As of December 31, 1999, 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 in 1998, there were only three  wells
drilled.   Royalties also were received from scattered  interests
in  Wyoming,  Colorado, New Mexico, Alabama, and Texas.   Natural
gas  royalty  income increased from 1997, to 1999 with  increased
gas  sales  from royalties on coal bed methane gas  in  San  Juan
County,  New  Mexico, and La Plata County, Colorado.   Royalty
income  is  contingent upon market demand, prices, producing
capacity, rate of production, and taxes, none of which are in the
control of the Company.

      The most important factor to the Company's revenue and
profit, is the price of oil and natural gas.  Posted prices of
oil  dropped drastically during the period from late 1997 through
mid-1999.  Natural Gas prices were only about two-thirds  of  the
1997 price during 1998 and 1999.  Most onshore U.S. production is
uneconomic at these prices, so oil exploration in the continental
U.S.  was  almost shut down.  Drilling Activity  is  expected  to
expand  in 2001.  Currently Croff's prices are over $25 a  barrel
for  oil and over $4.00 an MCF for natural gas.  Because much  of
Croff's  natural  gas  is  in the Rocky Mountains  and  Oklahoma,
Croff's  average  price for natural gas is not  as  high  as  gas
producers in Texas and the Gulf area receive.

Oil and Gas Working Interests

      In  2000, the Company received more than half of its  total
oil  and  natural  gas revenues from working interests,  for  the
first time.  The Company has sought to increase its production of
oil  and  natural  gas through the purchase of producing  leases.
The  Company  has found, in general, that it is able to  purchase
working  interests  at  a  more  reasonable  price  than  royalty
interests.   A  working interest requires the owner  to  pay  its
proportionate share of the costs of producing the well,  while  a
royalty  is paid out of the revenues without a deduction for  the
operating  costs  of  the well.  When oil or natural  gas  prices
drop, the proportion of the revenues going to pay the expense  of
operating the well increases, and when oil and natural gas prices
are  rising, expenses decrease as a percentage of total revenues.
The Company did not purchase any material working interest in the
year  2000, except for its participation as a five percent  owner
in  a  well  in Leflore County, Oklahoma.  The Company  purchased
minor  interests  in existing wells, which did not  significantly
increase  revenue.   The  Company  intends  to  purchase  working
interests  in  oil and natural gas wells in the  year  2001.  The
Companies  purchase of working interests are intended  to  offset
the  normal decline of the Companies current oil and natural  gas
wells and, hopefully, increase its production over time.

      In  1999,  the  Company realized its  largest  natural  gas
revenues  from the working interests in six Oklahoma natural  gas
wells  it  purchased in 1998.  These wells are primarily  natural
gas,  but occasionally produce oil.  The Company paid the sum  of
$208,000 for minority working interests in the following  leases.
Two wells in Woodward County, Oklahoma; a 13% working interest in
the Harper #1 and a 16% working interest in the Miller well.  One
well  in  Caddo County, Oklahoma; a 22% working interest  in  the
Fannie  Brown well.  In Kingfisher County, Oklahoma,  there  were
two  wells;  a 30% working interest in the Dickerson  and  a  43%
working  interest in the Mueggenborg.  The sixth well, in LeFlore
County, Oklahoma, is a 32% working 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 Oneok, Inc.  The Fanny Brown  sells  its
gas  to  Pan Energy Services, Inc., and the Duncan to  AOG.   The
Company did not purchase any new working interests in oil and gas
wells in 1999, because of low prices reducing cash flow, and this
large purchase in 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.

      The  Company  participated as a five percent  (5%)  working
interest  owner  in  the  drilling of a well  in  Leflore  County
Oklahoma,  on  acreage  current  held  by  production  from   the
Company's Duncan well, in December, 2000.

      Except for purchasing a small interest in the drilling  of
one well in 1991, one well in 1995, one well in 1997,  and  one
well in 2000, 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 generally 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.

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, 2000, 1999, and 1998.   All  of
the  Company's reserves are located within the continental United
States.  The following table summarizes the Company's estimate of
proved oil and gas reserves at December 31, 2000, 1999, and 1998.

Reserve Category

As      Proved Developed     Proved Undeveloped          Total
of
12/3   Oil        Gas       Oil         Gas        Oil        Gas
1     (Bbls)     (Mcf)     (Bbls)     (Mcf)      (Bbls)     (Mcf)
                                                            
1998    36,686    410,651    12,612     13,423     49,298    424,074
                                    
1999    30,944    473,728    10,640     11,323     41,584    485,051
                                    
2000    31,099    460,124     9,045      9,625     40,144    469,749
               

      The estimated future net reserves (using adjusted 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, 1998, 1999,and 2000 are summarized
as follows:


              Proved Developed     Proved Undeveloped    Total
                                                            
                 Present             Present             Present
                 Value    Future     Value of            Value
As    Future     Future   Net        Future    Future    of
of    Net        Net      Revenue    Net       Net       future
12/31 Revenue    Revenue             Revenue   Revenue   Net
                                                         Revenue
                                                            
1998  $892,795  $579,423   $147,038   $95,428 $1,039,832 $674,851
                                                       
1999  $1,170,62 $759,735   $178,508  $115,852 $1,349,133 $875,587
                                                      
2000  $1,867,09 $1,113,293 $205,698  $127,986 $2,072,789 $1,241,279
                                                            

      "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, 1999, the Company has  not  filed  any
estimates  of  its oil and gas reserves with, nor were  any  such
estimates  included  in  any reports to,  any  state  or  federal
authority  or  agency,  other than the  Securities  and  Exchange
Commission.

Oil and Gas Acreage

     During the last five fiscal years, the Company decreased its
holdings   in  undeveloped  oil  and  gas  leases  and  generally
increased  its  holdings in developed oil and  gas  leases.   The
Company  increased its acreage position in 1998, but its holdings
have  remained relatively static during the fiscal  years  ending
December 31, 1999, and 2000.

      "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, 2000.

               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,  Campbell
County, Wyoming, and Duchesne County, 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
31,1998, 1999, and 2000:
                                   Crude Oil      Natural Gas
                                    (Barrels)      (Thousands  of
Cubic Feet)

Year Ended December 31, 1998:      5,278          65,673
Year Ended December 31, 1999:      4,610          74,300
Year Ended December 31, 2000:      4,909          71,487

      Croff has 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 1998, 1999, and 2000.

                                              1998   1999      2000

Average sales price per bbl of oil            $11.74 $16.65   $27.73
Average production  cost  per  bbl            $ 5.57 $ 5.82   $ 6.59
Average sales price per Mcf of natural gas    $ 1.81 $ 1.95   $ 3.27
Average production cost per Mcf of natural gas$  .61 $  .53   $  .83

     The average production cost for oil increased in 2000 due to
higher  taxes  on  oil wells when compared to  1999,  because  of
higher oil prices.
The  average  production cost for oil was higher  in  1999,  when
compared  to 1998, $5.82 per barrel in 1999 and $5.57 per  barrel
in  1998.  Production costs per barrel of oil increased due to an
increase  in  the  price  of oil which increased  the  amount  of
production taxes and higher prices for goods and services in  the
oilfield.

      The  average  production cost for natural gas increased  in
2000  due  to  higher  production taxes because  of  much  higher
natural  gas prices.  To a lesser extent, the costs of goods  and
services in the oilfield also increased.

     The average production cost for natural gas dropped in 1999,
due in part to more royalty gas from San Juan County, New Mexico.
The cost of production for natural gas was $.83 in 2000, $ .53 in
1999, and $ .61 in 1998.

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

Mining Interests

The  Company currently has no mining operations on its  perpetual
mineral interests.

Corporate Offices and Employees

      The corporate offices are located at 621 17th Street, Suite
830,  Denver, Colorado 80293.  The Company is not a party to  any
lease,  but during 2000 paid $1,600 per month to Jenex  Petroleum
Corporation,  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 were approximately  $20,000
per  year  for the last five years.  Beginning in 2001,  the  fee
increased  to  $2,000 per month. The Board,  with  the  President
abstaining,  voted  to continue this arrangement  at  the  higher
price  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

      On  June  20, 2000, the annual meeting of shareholders  was
held.   The shareholders authorized an increase in the number  of
Preferred  B  shares authorized from 520,000 shares to  1,000,000
Preferred B shares.  The Board authorized the issuance of  60,000
of  these  Preferred  B shares to the Board of  Directors  to  be
issued  upon  the  exercise and payment for  the  existing  stock
warrants  on  the common shares.  These warrants had been  issued
originally  before  the Preferred B shares  were  authorized  and
while  it  had been intended that the warrants would include  the
Preferred  B shares, the amount authorized was not sufficient  to
do  this.   Of 60,000 common and Preferred B shares available  in
warrants  to  the Board of Directors, 10,000 have been  exercised
and 50,000 remain unexercised.  The shareholders also elected the
five  board  members listed under Item 10, and  ratified  Causey,
Demgen and Moore as auditors of the Company.


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, until 2000 and  2001,  when  the
clearinghouse was and will, be held in May and June.  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.  In 1999, only 550 shares were traded.   In
2000,  the  Company traded 7,370 shares at a price of  $1.05  per
share.   The  Company is acting as its own transfer  agent,  with
respect to these Preferred B shares only.  The clearinghouse  for
2001  will  be  held  in May and June, after  which  the  Company
intends  to  establish  a bid and ask market  full  time  on  the
Internet at www.croff.com.

     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 $.80 to $1.20 per  common
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 2000 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 - 526,315 SHARES OUTSTANDING
      (The following data is generated solely from private
       transactions or internal purchases by the Company)

BID RANGE
          Calendar Quarter                   Bid       Asked

        1998: First Quarter                  $.65       $.75
          Second Quarter                     $.65       $.75
          Third Quarter                      $.65       $.75
          Fourth Quarter                     $.75       $.85
        1999: First Quarter                  $.75       $.85
          Second Quarter                     $.95       $1.00
          Third Quarter                      $.75       $.90
          Fourth Quarter                     $.65       $.80
        2000: First Quarter                  $.90       $1.00
          Second Quarter                     $.90       $1.00
          Third Quarter                      $.90       $1.00
          Fourth Quarter                     $.90       $1.00

Only a few transactions resulting in the transfer of stock  took
place  in  1998, 1999 or 2000.  In 2000, the Company  repurchased
less  than 1,000 shares at the request of estates or widows at  a
price of $1.00.

(1)  The restricted Preferred B shares were first issued in 1996,
and  trade  in a Company sponsored clearinghouse each year.   The
1998  and  subsequent prices subsequent reflect the common  share
price  to  which the Preferred B price must be added  to  compare
earlier  periods.   The last traded price  for  the  Preferred  B
shares was $1.05.

      As  of  December  31, 2000, 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- 500,659 SHARES OUTSTANDING

BID RANGE
          Calendar Quarter                   Bid       Asked

     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
           Second Quarter              No Trading     NO Trading             
           Third Quarter               No Trading     No Trading
           Fourth Quarter              No Trading     No Trading 
     2000: First  Quarter              No Trading     No Trading
           Second Quarter                    $1.05    $1.05
           Third Quarter                     $1.05    $1.05
           Fourth Quarter                    $1.05    $1.05


ITEM 6.   SELECTED FINANCIAL DATA

Fiscal Year Ended December 31:

                       1996      1997     1998   1999       2000

REVENUE DATA
Operations
   Oil  and  Gas    $216,870  $193.099   $193,971 $214,190 $368,022
  Other Revenues    $ 27,181  $ 14,790   $  4,417 $  4,115 $  1,347
Expenses            $170,258  $220.627   $213,970 $205,857 $237,701
   Net Income<loss> $ 73,793  $(12,738)  $(15,582)$ 12,430 $131,668
   Per Common Share $.14      $  .12)    $ (.01)  $ *      $  .01
Working capital     $226,367  $205,339   $  1,866 $ 90,697 $273,295
Dividends per share NONE      NONE       NONE      NONE      NONE
* - Less than .01 per share

BALANCE SHEET
Total assets        $515,704   $504,875   $508,847 $498,162 $628,172
Long-term debt**    --          --         --       --        --
Stockholders'equity $510,880   $497,892   $458,123 $480,353 $611,966

** - There were no long term obligations from 1996-2000.


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 natural gas sales in 2000 were $368,022 compared to
$214,190  in 1999.  The major factor in this increase in  revenue
was  the higher prices for oil and natural gas.  The average sale
price  of  oil  in  2000 for the Company was $27.73  compared  to
$16.65  in 1999.  The average sale price of natural gas  in  2000
was  $3.27 per MMBTU, compared to $1.95 per MMBTU in 1999.   This
material  increase in price resulted in the higher  revenues  and
the higher profits for the Company.  Actual production of oil  in
2000  was  approximately  equal to  that  of  1999  while  actual
production of natural gas showed a slight decrease.

Oil  and gas sales in 1999 were $214,190 compared to $193,971  in
1998.   This  increase  was due to a full  year  of  natural  gas
production  from the working interests purchased in  Oklahoma  in
1998.   A second factor resulting in this increase was the higher
prices  for oil and natural gas which began in the second quarter
of  1999  and increased through the fourth quarter of 1999.   The
average  prices in the fourth quarter of 1999 were almost  double
the  oil  prices  received in the first  quarter  of  1999.   The
natural gas prices increased moderately by approximately  $  0.50
per  MCF  during the year.  The significant increase in  oil  and
natural gas sales occurred during the latter half of 1999.

     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.

      Lease  operating  expenses and production  taxes  increased
significantly in 2000, to  $87,921 compared to $66,532  in  1999.
Most  of  this  increase  was due to the increase  in  production
taxes,  which  are  based upon a percentage  of  total  revenues.
Theses  taxes,  generally  known as  severance  taxes,  increased
proportionally with the revenues.  In addition, after the  period
of  lower  oil prices in 1998 and 1999, there were more workovers
and  reworks on existing wells in the year 2000 than  during  the
previous two years.

     Lease  operating  expenses  and production  taxes  decreased
slightly from $68,981 in 1998 to $66,532 in 1999.  Because of the
low  oil  and gas prices there were no significant work-overs  in
1999.   However, during the latter half of 1999 production  taxes
increased significantly as the price of oil approximately doubled
from  the  first  quarter of 1999 to the final quarter  of  1999.
Thus,  while there was some increase in the average cost of taxes
in  1999,  this  was  more than offset by the shut-in  production
during  the first part of the year and the lower level  of  work-
overs and maintenance on wells due to the low prices.

      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 offset
somewhat 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.

      General and administrative expenses increased to $86,745 in
2000  from $68,264 in 1999.  This increase was due to the Company
holding  an annual meeting in 2000, which it did not do in  1999.
These  expenses  primarily relate to the cost of  the  proxy  and
annual  meeting.   In  addition the Company  expended  additional
monies  for legal work in order to qualify the Company to  go  on
the  NASDQ bulletin board market.  In 2000 the Company also  paid
the Company's contribution to the President's retirement account,
which  had been deferred in 1999 due to low prices.  Other income
increased in 2000 to $6,970 from $1,552 in 1999.  This was due to
additional  interest earned from the Company's larger accumulated
cash position.

General  and  administrative  expenses  decreased  in  1999  from
$75,467 in 1998 to $68,264 in 1999.  This decrease was due to not
holding  an annual meeting in 1999.  These expenses increased  in
the  year 2000 as the annual report and annual meeting were held.
Other  income  decreased in 1999, due to  lower  interest  income
received in 1999 and no leasing income.   Lease bonus income  was
flat for both years as leasing activity essentially ceased during
1998 and 1999.

      General and administrative expenses decreased slightly from
$79,495  in  1997 to $75,467 in 1998.  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.

Capital Resources and Liquidity

      At  December 31, 2000, the Company's current assets totaled
$289,501 compared to current liabilities of $16,206.  At December
31,1999,  the Company's current assets totaled $108,506  compared
to  current liabilities of $17,809.  This results in the  Company
having   a   current  asset  to  current  liabilities  ratio   of
approximately  18:1.   This  increase in  the  Company's  working
capital  position  was due to the Boards decision  to  accumulate
cash to repay the money in the Company's general account for  the
benefit  of the common shareholders.  These monies were spent  in
1998  to  purchase  oil and gas assets for  the  benefit  of  the
Preferred B shareholders.  In 2001, the Company intends to resume
purchasing  oil  and natural gas leases rather than  continue  to
accumulate cash.  However this may be modified if oil and natural
properties  are  too  high  priced  to  be  purchased  using  the
Company's  criteria.  The Company has no current  bank  or  other
debt.

      At  December 31, 1999, the Company's current assets totaled
$108,506  compared  to  current  liabilities  of  $17,809.   This
compared  to  current assets of $52,590 at December 31,1998,  and
current  liabilities of $50,724.  This increase in the  Company's
working  capital  position  was due to  the  paying  off  of  the
Company's  note  in  1999 and the increased production  from  the
natural   gas  wells  which  were  purchased  in  1998  using   a
significant portion of the Company's cash and a Bank Note.   This
cash  was  utilized to purchase oil and gas assets in 1998  which
were pledged to the preferred B stock.

      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 in 1998 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.  The drop in oil and natural gas prices resulted  in
the Company depleting its cash resources to a greater extent than
anticipated by management.

      Because the Company's revenues are based primarily  on  the
commodity price of oil and natural gas, and, because the  Company
does   not   have  significant  operating  expenses,   inflation,
generally, 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  24
(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

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, 2001.

GERALD L. JENSEN, 61, 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, and an officer
and  director  of  other Jenex companies.  In  2000,  Mr.  Jensen
became  Chairman  of  Provisor Capital Inc.,  a  private  finance
company.   Mr.  Jensen  was a director of Pyro  Energy  Corp.,  a
public company (N.Y.S.E.) engaged in coal production and oil  and
gas, 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., 71, DIRECTOR
Mr.  Mandel has been a director of Croff Enterprises, Inc.  since
1986.
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, 60, 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., 69, 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.

JULIAN D. JENSEN, 53, DIRECTOR
Mr.  Jensen  is  the brother of the Company's president  and  has
served  as legal counsel to the Company for the past eight 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, 1999, there  were
no  officers,  employees or directors whose total cash  or  other
remuneration exceeded $80,000.

Summary Compensation Table
2000 Compensation  Gerald  L.  Jensen,  President.  (No   other
executive salaries)
                                                      Long   Term
                                                       Compensation
                    Annual Compensation     Awards
                  Payouts


Name and Prin,. Yr.Salary Bonus Other Restricted Number  Long   All
Position                        Annual Stock     Shares  Term   Other
                                Comp   Awards    Covered Incet .Cpmp. 
                                                 by      Plan
                                                 Option  Payout      
                                                 Grant                   
Gerald L.      2000 $54,000 $0   $0   $21,000(2)  20,000   $0   1,620(1)
Jensen                                            Pfd. B
President and                                   
Chairman                                        
Gerald L.      1999 $51,000 $0  $0     $0        $0       $0   
Jensen          
President and
Chairman
Gerald L.      1998 $52,000 $0  $0     $0       $0      $0    $1,620(1)
Jensen         
President and
Chairman

(1)  Company IRA Contribution
(2)  The  preferred  B  warrants were added  to  existing  common
   warrants in 1996.

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

      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 proposed remuneration, for the  fiscal  year
ending  December 31, 2001, 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 warrants
were  again extended for two years to expire December  31,  2001.
In 1996, the warrants were modified to include an equal number of
Preferred  B shares for each common share grantor.  During  1999,
warrants  to purchase 10,000 shares were exercised.  In  2000  no
warrants were exercised.

      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 (2000)

Preferred B share warrants:

                 Warrant  Termination  Exercise Current  Director
                 to                             Value    Compensation
                 Buy      Date      Price     (Estimate)1)(2)
                10,000                               
Directors   each shares   12/31/01  $ 0    $ 10,500     (See chart
Excluding                                                 below)
President):
President:     20,000     12/31/01  $ 0    $ 21,000     (See chart
               Shares                                      below)

(1)Director's  Preferred  B share cost of  $1  per  common  share
  includes  a  Preferred  B share so this  cost  is  shown  under
  common share option, as is Director's pay.

Common Share warrants:

              Warrant  Termination  Exercise  Current     Director
              to       Date          Price    Value      Compensation
              Buy                             (Estimate)
                                                 (1)         (2)
                                        
                                                           
Directors each 10,000  12/31/01       $1.00   $  0       $  1,050
(Excluding     Shares
President):

President:      20,000  12/31/01      $1.00   $  0       $ 53,625
                Shares

(1)Based on a current share price of $1.05 for Preferred B shares
  and  $1.00  for  common shares for a total estimated  value  of
  $2.05,  over  option  price of $1.00 per share.   There  is  no
  market  for  the warrants and an extremely limited  market  for
  both common and Preferred B shares.
(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, 2000, 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 of     Percentage of    Shares of    Percentage
                 Common Stock  Class of Common  Perferred B  of Class B
                 Owned         Common           Stock Owned  Perferred
                 Beneficially  Stock            Beneficially  Stock
                 

Jensen 
Development Co.  132,130(1)      22.93%         132,130       23.98%
621 17th Street,
Suite 830
Denver, Co.80293

Gerald L            81,215 (2)     14.09%       100,892          18.31%
Jensen
621 17th Street, 
Suite 830
Denver, Co.80293

Edwin W.
Peiker, Jr.       14,000(2)       2.43%         14,000          2.54%
550 Ord Drive
Boulder,Co.80401

Dilworth A.
Nebeker              2,900         .50%          2,900            .53%
201 EastFigueroa St.
Santa Barbara,
California 93101

Richard H. 
Mandel, Jr.        10,100 (2)       1.75%        16,202          2.94%
3333E. Florida
 #94
Denver, Co.80210

Julian D.Jensen     46,532 (2)(3)    8.07%        46,532          8.45%
311 South State
Street, Suite 380
Salt Lake City,
Utah 84111

Directors as a Group 286,877       49.8%          312,656          56.75%

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

 (2)     Includes  a  warrant  to purchase 10,000  shares  of  the
   Company's  common  stock at $1.00 per share, expiring  December
   31,  2001.   This  warrant also includes the  right  to  10,000
   Preferred  B  shares,  at no additional cost.   Mr.  Gerald  L.
   Jensen's  warrant is for 20,000 shares.  On November 1999,  the
   warrant  of Dan Nebeker, which had been assigned to  Gerald  L.
   Jensen, was 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  in
1998  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 $2,000 per month for  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.   During  2000,   Jenex
provided  similar  services  to  Jenex  Operating  Company,  Jenex
Acquisition  Company, and Jenex Operating Company of  Texas,  Inc.
companies  in which the President indirectly 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 2000, 1999, and  1998
are, $2,375, $329 and $525, respectively.

      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  25,  2001                         By:  /S/Gerald  L.
Jensen
                                   Gerald L. Jensen, President,
                                   Chief Executive Officer

Date:  March  25,  2001                          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  25,  2001                         By:  /S/Gerald  L.
Jensen
                                   Gerald L. Jensen, President

Date:  March 25, 2001                         By: /S/  Richard  H.
Mandel
                                     Richard   H.   Mandel,   Jr.,
Director


Date: March 25, 2001                         By: /S/ Edwin Peiker
                                   Edwin Peiker, Jr., Director


Date:  March 25, 2001                         By: /S/ Dilworth  A.
Nebeker
                                   Dilworth A. Nebeker, Director


Date:  March  25, 2001                         By: /S/  Julian  D.
Jensen
                                   Julian D. Jensen, Director






C





                             CROFF ENTERPRISES, INC.

                              FINANCIAL STATEMENTS

                           December 31, 1999 and 2000

                                      WITH
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS






<PAGE>



                            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, 1999 and 2000                           F-3

      Statement of Operations - years ended December 31, 1998,
        1999 and 2000                                                      F-5

      Statement of Stockholders' Equity - years ended
        December 31, 1998, 1999 and 2000                                   F-6

      Statement of Cash Flows - years ended December 31,
        1998, 1999 and 2000                                                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,
1999 and 2000, and the related  statements of operations,  stockholders'  equity
and cash flows for each of the three  years in the  period  ended  December  31,
2000.  These  financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements 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, 1999 and 2000, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000, in conformity
with generally accepted accounting principles.



Denver, Colorado
March 17, 2001                                        CAUSEY DEMGEN & MOORE INC.






<PAGE>



                             CROFF ENTERPRISES, INC.
                                  BALANCE SHEET
                           December 31, 1999 and 2000


                                     ASSETS

                                                             1999        2000
                                                             ----        ----
Current assets:
   Cash and cash equivalents                              $ 57,716    $191,634
   Marketable equity securities                              4,375       6,125
   Accounts receivable:
    Oil and gas purchasers                                  43,915      88,242
    Refundable income taxes                                  2,500       3,500
                                                          --------    --------

    Total current assets                                   108,506     289,501

Oil and gas properties, at cost, 
  successful efforts method:
    Proved properties (Note 3)                             628,560     611,960
    Unproved properties                                     97,102      97,102
                                                          --------    --------

                                                           725,662     709,062
   Less accumulated depletion and depreciation            (336,006)   (370,391)
                                                          --------    --------

     Net property and equipment                            389,656     338,671
                                                          --------    --------

                                                          $498,162    $628,172
                                                          ========    ========

                            See accompanying notes.
                                      F-3


<PAGE>



                             CROFF ENTERPRISES, INC.
                                  BALANCE SHEET
                           December 31, 1999 and 200

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                            1999        2000

Current liabilities:
   Accounts payable                                       $ 14,451    $ 10,838
   Accrued liabilities (Note 3)                              3,358       5,368
                                                          --------    --------

      Total current liabilities                             17,809      16,206

Stockholders' equity (Note 4):
   Class A preferred stock, no par value;
     5,000,000 shares authorized, none issued                    -           -
   Class B preferred stock, no par value;
    1,000,000 shares authorized, 500,659 shares
    issued and outstanding (1999 and 2000)                 350,359     475,359
   Common stock, $.10 par value; 20,000,000 shares
    authorized, 589,143 shares issued and outstanding
    (1999 and 2000)                                         58,914      58,914
   Capital in excess of par value                          540,797     415,797
   Accumulated deficit                                    (386,821)   (255,153)
                                                          --------    --------

                                                           563,249     694,917

   Less treasury common stock at cost, 62,828 shares
    (1999) and 62,883 shares (2000)                        (82,896)    (82,951)
                                                           -------     -------

      Total stockholders' equity                           480,353     611,966
                                                          --------    --------

                                                          $498,162    $628,172
                                                          ========    ========


                            See accompanying notes.
                                      F-4


<PAGE>



                             CROFF ENTERPRISES, INC.
                             STATEMENT OF OPERATIONS
              For the Years ended December 31, 1998, 1999 and 2000

                                                 1998        1999       2000
                                                 ----        ----       ----

Revenue:
   Oil and gas sales (Note 7)                   $193,971   $214,190    $368,022
   Gain (loss) on disposal of oil and gas 
     properties                                   (3,088)     2,563      (5,623)
   Other income                                    7,505      1,552       6,970
                                                --------   --------    --------

    Total revenue                                198,388    218,305     369,369

Costs and expenses:
   Lease operating expense and production taxes   68,981     66,532      87,921
   General and administrative (Note 3)            75,467     68,264      86,745
   Rent expense - related party (Note 3)          19,200     19,200      19,200
   Depreciation and depletion                     39,577     48,665      43,835
   Interest                                        5,745        395           -
   Write down of coal investment (Note 2)          5,000      2,819           -
                                                --------   --------   ---------

    Total costs and expenses                     213,970    205,875     237,701
                                                --------   --------   ---------

Net income (loss) (Note 5)                       (15,582)    12,430     131,668

Net income (loss) applicable to preferred stock
   (Note 4)                                      (10,582)    14,000     125,000
                                                --------   --------   ---------

Net income (loss) applicable to common 
  shareholders                                  $ (5,000)  $ (1,570)  $   6,668
                                                ========   ========   =========

Basic and diluted net income (loss) per
   common share (Note 6)                        $   (.01)  $     (*)  $     .01
                                                ========   ========   =========

* - less than $.01 per share

                            See accompanying notes.
                                      F-5


<PAGE>

<TABLE>



                             CROFF ENTERPRISES, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
              For the Years ended December 31, 1998, 1999 and 2000
<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, 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 4)                               -    (10,582)         -          -    10,582         -           -
                                   -------   --------    -------   --------  --------  --------    --------

Balance, December 31, 1998         490,859    329,559    579,143     57,914   552,797   (82,896)   (399,251)

 Stock warrants exercised           10,000      7,000     10,000      1,000     2,000

 Purchase and retirement of
  shares of preferred stock           (200)      (200)         -          -         -         -           -

 Net loss for the year ended
  December 31, 1999                      -          -          -          -         -         -      12,430

 Preferred stock reallocation 
  (Note 4)                               -     14,000          -          -    (14,000)       -           -
                                   -------   --------    -------   --------   --------  -------   ---------

Balance, December 31, 1999         500,659    350,359    589,143     58,914    540,797  (82,896)   (386,821)

 Purchase of 55 shares of
  treasury stock                         -          -          -          -          -      (55)          -

 Net income for the year ended
  December 31, 2000                      -          -          -          -          -        -     131,668

 Preferred stock reallocation 
  (Note 4)                               -    125,000          -          -   (125,000)       -           -
                                   -------   --------    -------   --------   -------- --------   ---------

Balance, December 31, 2000         500,659   $475,359    589,143   $ 58,914   $415,797 $(82,951)  $(255,153)
                                   =======   ========    =======   ========   ======== ========   =========
</TABLE>


                            See accompanying notes.
                                      F-6


<PAGE>



                             CROFF ENTERPRISES, INC.
                             STATEMENT OF CASH FLOWS
              For the Years ended December 31, 1998, 1999 and 2000

                                                  1998       1999        2000
                                                  ----       ----        ----
Cash flows from operating activities:
   Net income (loss)                           $(15,582)   $12,430    $131,668
   Adjustments to reconcile net income 
    (loss) to net cash provided by 
    operating activities:
      Depreciation and depletion                 39,577     48,665      43,835
      (Gain) loss on disposal of properties       3,088     (2,563)      5,623
      (Gain) loss on marketable equity 
        securities                               (2,438)    (1,250)     (1,750)
      Loss on write down of investment            5,000      2,819           -
      Other items net                                 -          -       1,527
      Change in assets and liabilities:
       Accounts receivable                       (5,419)   (11,244)    (45,327)
       Accounts payable                          14,912      4,383      (3,613)
       Accrued liabilities                        5,460     (4,707)      2,010
                                               --------   --------    --------

            Total adjustments                    60,180     36,103       2,305
                                               --------   --------    --------

Net cash provided by operating activities        44,598     48,533     133,973

Cash flows from investing activities:
   Purchase of oil and gas interests           (211,369)         -           -
   Proceeds from sale of marketable 
    equity securities                            15,000          -           -
   Distributions from coal investment                 -      8,458           -
                                               --------   --------    --------

      Net cash provided by (used in)
       investing activities                    (196,369)     8,458           -

Cash flows from financing activities:
   Exercise of stock warrant                          -     10,000           -
   Purchase of preferred stock                  (24,187)      (200)          -
   Purchase of treasury stock                         -          -         (55)
   Proceeds from note payable                    90,000          -           -
   Repayment of note payable                    (66,631)   (23,369)          -
                                               --------    -------    --------

    Net cash used in financing activities          (818)   (13,569)        (55)
                                               --------    -------    --------

Increase (decrease) in cash                    (152,589)    43,422     133,918

Cash and cash equivalents at beginning 
  of year                                       166,883     14,294      57,716
                                               --------   --------    --------

Cash and cash equivalents at end of year       $ 14,294   $ 57,716    $191,634
                                               ========   ========    ========

Supplemental disclosure of cash information:

During the years ended  December 31, 1998,  1999 and 2000, the Company paid cash
   for interest in the amount of $5,745, $395 and $0, respectively.

                            See accompanying notes.
                                      F-7


<PAGE>



                             CROFF ENTERPRISES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1998, 1999 and 2000



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
     producing  leases  and  perpetual  mineral  interests  in  Oklahoma,  Utah,
     Colorado and New Mexico, and acquisition of oil and gas leases.

     Use of estimates:

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

     Fair value of financial instruments:

     The carrying amount of cash and cash  equivalents is assumed to approximate
     fair value because of the short maturities of those instruments.

     Marketable equity securities:

     The Company has adopted  Statement of Financial  Accounting  Standards  No.
     115,  Accounting  for Certain  Investments  in Debt and Equity  Securities,
     which provides for reporting  certain equity securities at fair value, with
     unrealized  gains and losses  included in earnings.  The aggregate  cost of
     marketable  equity  securities  was $3,810 at  December  31, 1999 and 2000,
     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, 1998, 1999 and 2000


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, 1998, 1999 and 2000

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.  During 1999, the
     Company  received a final  payment of $8,458,  and  wrote-off the remaining
     balance of $2,819.

3.   Related party transactions

     The Company  retains  the  services of a law firm in which a partner of the
     firm is a  director  of the  Company.  Legal fees paid to this firm for the
     years ended  December 31, 1998,  1999 and 2000  amounted to $525,  $329 and
     $2,375, respectively.

     The Company has a  month-to-month  agreement with an affiliated  company to
     provide for office services and subleased office space for $1,600 per month
     through  December 31, 2000 and increasing to $2,000 per month on January 1,
     2001. Accrued  liabilities at December 31, 1999 and 2000 include $1,600 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 affiliated 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 1998, this
     amount was increased to $180 per month per well (an aggregate of $1,080 per
     month).  In January 2000,  the offset was returned to the original $900 per
     month aggregate ($150 per well). During the years ending December 31, 1998,
     1999 and 2000, $4,860, $10,720 and $10,800,  respectively,  has been offset
     against lease operating expense, in this manner.

                                      F-10


<PAGE>



                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1998, 1999 and 2000


4.   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.  In  conjunction
     with the issuance of Class B Preferred  stock in 1996,  the  warrants  were
     modified  to provide one share of common and one share of Class B Preferred
     at $1.00.  During 1999,  the warrants were extended and are  exercisable at
     any time through  December 31, 2001. The warrants must be exercised for not
     less than 5,000  shares at any time of  exercise.  As of December 31, 2000,
     warrants to purchase 10,000 common shares and 10,000  preferred shares 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 year ended December 31, 1998
     and 2000;  however,  for 1999, the Company's net earnings would decrease by
     $50,000  to a loss of  $(37,570)  or $(.10)  per  share.  The fair value is
     estimated  on the  date  the  warrants  were  extended  in 1999  using  the
     Black-Scholes  option pricing  model,  using an expected life of 2 years, a
     risk-free interest rate of 6.29% and expected volatility of 28%.

     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
     Class B Preferred  shares.  In June 2000, the Company approved the increase
     in the authorized Class B Preferred stock to 1,000,000 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.

                                      F-11


<PAGE>



                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1998, 1999 and 2000


4.   Stockholders' equity (continued)

     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.

     During 1998, 1999 and 2000, the Company conducted a clearing house where it
     brought 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 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.
     In 1999, the Company acquired 200 shares of the Class B Preferred stock for
     cash of $200,  and issued 10,000  shares upon  exercise of stock  warrants,
     resulting in a balance of 500,659 shares at December 31, 1999 and 2000.

5.   Income taxes 

     At December 31, 2000, the Company had net operating tax loss carry-forwards
     of approximately $69,000, which, if not used, will expire as follows:

                     Year of expiration                Amount
                     ------------------                ------
  
                          2001                        $23,000
                          2018                         46,000
                                                      ------- 
                                                      $69,000
                                                      =======

     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 years  ended
     December  31,  1998,  1999 or 2000  due to the  utilization  of a tax  loss
     carryforward.  The recognized tax benefit of the utilized  carryforward was
     approximately $1,000 and $34,000 respectively, for the years ended December
     31, 1999 and 2000. The Company has a financial  statement loss carryover of
     approximately  $255,000  remaining at December 31, 2000.  The difference in
     financial  statement  and tax return loss  carryovers  is  principally  the
     difference in the timing of deducting intangible drilling costs.

                                      F-12


<PAGE>



                             CROFF ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1998, 1999 and 2000


5.   Income taxes (continued)

     As of December 31, 1999 and 2000,  total  deferred tax assets,  liabilities
     and valuation allowance are as follows:

                                                             1999        2000
                                                             ----        ----
       Deferred tax assets resulting from loss 
        carryforwards                                     $201,000    $ 95,000
       Deferred tax liabilities                            (56,000)          -
       Valuation allowance                                (145,000)    (95,000)
                                                          --------    --------

                                                          $      -    $      -
                                                          ========    ========

6. 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 1998,  518,000 shares in 1999 and 526,000
     shares in 2000. Outstanding warrants are not dilutive in any of the periods
     presented.

7.   Major customers

     Customers  which accounted for over 10% of revenues were as follows for the
     years ended December 31, 1998, 1999 and 2000:

                                            1998         1999        2000
                                            ----         ----        ----
       Oil and gas:
          Customer A                        13.9%        10.0%       11.0%
          Customer B (related party)        21.0%        26.9%       28.9%
          Customer C                        10.4%        13.2%       13.2%



                                      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,  2000,  both crude oil and natural gas
     prices  increased.  The  ultimate  amount and duration of oil and gas price
     fluctuations and their effect on the  recoverability  of the carrying value
     of oil and gas  properties  and future  operations is not  determinable  by
     management at this time.

                                      F-15


<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, 1998, 1999 and 2000:

                                            1998        1999        2000
                                            ----        ----        ----

Revenues                                  $193,971    $214,190    $368,022
                                          --------    --------    --------

Lease operating costs                       52,679      42,829      61,202
Production taxes                            16,302      23,703      26,719
Depletion and depreciation                  39,577      48,665      43,835
                                          --------    --------    --------

                                           108,558     115,197     131,756
Income tax expense                               -           -           -
                                          --------    --------    --------

Results of operations from producing
  activities (excluding corporate 
  overhead and interest expense)          $ 85,413    $ 98,993   $ 236,266
                                          ========    ========   =========

                                     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,
                                               1998        1999         2000
                                               ----        ----         ----

Future cash inflows                         $1,346,000  $1,777,000  $2,507,000
Future production and development costs       (306,000)   (428,000)   (434,000)
                                            ----------  ----------  ----------

                                             1,040,000   1,349,000   2,073,000

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

Future net cash flows                        1,040,000   1,349,000   2,073,000

10% annual discount for estimated timing
  of cash flows                               (365,000)   (473,000)   (832,000)
                                            ----------   ---------   ---------

      Standardized measure of discounted
       future net cash flows                $  675,000   $ 876,000  $1,241,000
                                            ==========   =========  ==========

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

Beginning balance                            $ 759,000   $ 675,000   $ 876,000

Evaluation of proved undeveloped reserves, 
  net of future production and development 
  costs                                         (8,000)      9,000      12,000
Purchase of proved reserves                    211,000           -           -
Sales and transfer of oil and gas produced, 
  net of production costs                     (166,000)   (214,000)   (280,000)
Net increase (decrease) in prices and costs   (151,000)    406,000     695,000
Extensions and discoveries                      12,000           -      20,000
Revisions of previous quantity estimates         8,000     (10,000)    154,000
Accretion of discount                           10,000      10,000    (236,000)
Net change in income taxes                           -           -           -
Other                                                -           -           -
                                            ----------  ----------  ----------

Ending balance                              $  675,000  $  876,000  $1,241,000
                                            ==========  ==========  ==========

                                      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 reserve  Gas reserves
                                                  (bbls.)      (Mcf.)

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

   Revisions of previous estimates               (3,104)       135,277
   Production                                    (4,610)       (74,300)
                                                 ------        -------

Balance, December 31, 1999                       41,584        485,051

   Revisions of previous estimates                2,660         46,000
   Extensions, discoveries and other additions      800         10,198
   Production                                    (4,900)       (71,500)
                                                 ------        ------- 

Balance, December 31, 2000                       40,144        469,749
                                                 ======        =======

   Proved developed reserves
    December 31, 1998                            36,686        410,651
    December 31, 1999                            30,944        473,728
    December 31, 2000                            31,099        460,124

Costs incurred in oil and gas producing  activities for the years ended December
31, 1998, 1999, 2000 are as follows:
                                                  1998       1999        2000
                                                  ----       ----        ----

Property acquisition, exploration and 
  development costs capitalized                $211,369    $     -     $     -
Production costs                                 68,981     66,532      87,921
Depletion and depreciation                       39,577     48,665      43,835


                                      F-18