(AMENDED TO CORRECT TYPOGRAPHICAL ERRORS ON FINANCIAL DATA SCHEDULE)
        FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                               FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended          September 30, 1995                       

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

                          CROFF OIL COMPANY                            
        (Exact name of registrant as specified in its charter)
          Utah                                    87-0233535           
   (State or other jurisdiction of			(I.R.S. Employer
    incorporation or organization)			 Identification No.)
    1433 Seventeenth Street, Suite 220, Denver, CO             80202   

  (Address of principal executive offices)		  (Zip Code)
                             (303) 297-3383                            
         (Registrant's telephone number, including area code)
_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since
last report.)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant has required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
							   X    Yes                                            ______ No
                  APPLICABLE ONLY TO ISSUERS INVOLVED
                   IN BANKRUPTCY PROCEEDINGS DURING
                       THE PRECEDING FIVE YEARS:

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

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 522,350 shares, one
class only, as of September 30, 1995.



                              INDEX

INDEX TO INFORMATION INCLUDED IN THE QUARTERLY REPORT (FORM 10-Q)
TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 1995 (UNAUDITED).


_________________________________________________________________


PART I.	FINANCIAL INFORMATION				Page Number

Balance Sheets as of December 31, 1994
      and September 30, 1995							3, 4

Statements of Operations for the Three and
	Nine Months Ended September 30, 1995 and 1994		5

Statements of Cash Flows 
	for the Three and Nine Months
	Ended September 30, 1995 and 1994					6

Notes to Financial Statements							7

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


PART II.	OTHER INFORMATION

Signatures.								     	9


_________________________________________________________________

The condensed financial statements included herein are for the
Registrant, Croff Oil Company.  The financial statements for the
three and nine months ended September 30, 1995 and 1994 are
unaudited; however, they reflect all adjustments which, in the
opinion of management, are necessary to present fairly the results
of the interim periods.  All adjustments necessary to a fair
representation of the financial statements are of a normal
recurring nature.










                      PART I:  FINANCIAL INFORMATION
                             CROFF OIL COMPANY
                               BALANCE SHEET

                               									 Dec 31,	     Sept 30,	
							  	 	                               1994	      	 1995
								              	              
CURRENT ASSETS:
  Cash and Cash Equivalents:	   		$      19,385 	$      44,226
  Marketable equity securities		         24,250	       16,000
  Accounts receivable:
	Oil and gas purchasers	        		       26,684	       23,648
	Refundable income taxes				             10,053	        3,130
	Note receivable, collateralized		        5,500		       5,500
	Interest receivable on investment		         	          3,159   
                                       --------      -------- 
         Total current assets		  	$      85,872	$      95,663

PROPERTY AND EQUIPMENT, AT COST:
  Oil & gas properties, successful
   efforts method:
      Proved properties              		 457,198    		 445,043
      Unproved properties 			           110,051	      110,051
									                               567,249	    	 555,094
   Less accumulated depletion and 
    depreciation 					                 (222,794)	     (240,474)
								             	      

   Furniture, fixtures & equipment		  	   4,536		       4,536
   Less accumulated depreciation		       (4,536)	       (4,536)	
	                                							    --	          --		
		Net property and equipment	     $     344,455	$     314,620		 
  
   Coal Investment			                           						 100,000
   
			                             					$	 430,327    	$	 510,283   
							                           	=============	==============

<PAGE>






                      PART I:  FINANCIAL INFORMATION
                             CROFF OIL COMPANY
                               BALANCE SHEET

                              									 Dec 31,	     Sept 30,	
							  	                              	 1994		       1995
								             	              

Current Liabilities:
  Accounts payable	               				$	 10,934  	$	  14,231
  Accrued liabilities					                  537	       3,191
  Bank Note to finance coal investment	     0 	       50,000 		
                                       ---------   ---------
	Total current liabilities          			 11,471		      67,422


Commitments (Note 3)
Stockholders' equity (Note 4):
   Common stock, $.10 par value 
    20,000,000 share authorized
    579,143 shares issued (579,124
    in 1991)			                   	 			  57,914	   	  57,914
   Capital in excess of par value			    909,983		    909,983
    Accumulated deficit 				           (476,235)	   (448,230)
 
	                             							 	 491,662	   	 519,667
   Less treasury stock at cost,
    52,788 shares in 1994 and 56,788
    in 1995 						                     (72,806)	      (76,806)

		Total stockholders' equity	          418,856 	      442,861 

                            								$	 430,327	    $	 510,283
							                           	=============	==============





<PAGE>




                        CROFF OIL COMPANY
                     Statement of Operations

     For the Three and Nine Months Ended September 30, 1995
                                (Unaudited)


                 					        	For Nine Months  	For Three Months
	 					                           	Ended	            	Ended
				                         		9/30/94  9/30/95	9/30/94  9/30/95
 		
Revenue:

 Oil and gas sales........    	$158,372   $135,113	$55,393  $42,150
 Other income (loss)......	       3,290     12,137	    212    5,815

   Total revenue	            		$161,662   $147,250	$55,605  $47,965



Costs and expenses:
 Lease operating expense..    	$ 49,424   $ 29,209	$16,643  $ 8,857
 Depreciation and depletion	     22,500     22,500   7,500    7,500
 General and administrative	     52,998	   55,946  14,298   18,020
 Interest						                       0	    2,771       0    1,381
 Rent Expense - Related Party	    8,820	    8,820   2,940  	 2,940

                         						$133,742   $119,246 $41,381  $38,698
	

Net income (loss)	          		$ 27,920	$  28,004 $14,224  $ 9,267
					                          ========	========= =======  ========
	

Earnings (Loss) Per Share      	$  .05   	$   .05	$   .03  $   .02
                        						=========	=========	======== ========













                        CROFF OIL COMPANY
                     Statement of Cash Flows

                                
                              								       For  the  Nine
								                                      Months Ended
								                                      September 30,	
					   				                                  1994  	  1995   

CASH FLOWS FROM OPERATING ACTIVITIES:


 Net income (loss)		                   				$ 27,920  $ 28,004

 Adjustments to reconcile net income to 
   net cash provided by operating activities:
	Depreciation and depletion	             		  22,500	  22,500	 
 Change in assets and liabilities:
	Decrease in accounts receivable		            1,461	   6,800	 
 	Decrease in other assets				                    0	       0
     Increase in accounts payable			          3,178	   3,297	 
   	(Decrease) Increase in		
	in accrued liabilities                      (1,208)    2,654 
     Total adjustments		    		            	  25,931    35,251	
  	  	  
 Net cash provided by
   operating activities:	              				  53,851	  63,255	 
								                                  	--------	---------	
CASH FLOWS FROM INVESTING ACTIVITIES:
  (Purchase)/Sale of Securities			               0    19,540
  (Purchase)/Sale of oil & gas properties:	 (70,576)	   3,955
  Purchase of coal investment        		           0   100,000	
							                                     --------	---------
									                                   (70,576)   84,414

CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchase of Treasury Stock				                  0    (4,000) 
  Note payable for Coal Purchase		   		           0	   50,000
								                                  	---------	---------	 
									                                    (    0)   46,000 

Increase (decrease) in cash:		           		 (16,725)   24,841
  
Cash at beginning of period:		           		$ 20,880  $ 19,385 
							                                  		========= =========

Cash at end of period:			                		$  4,155  	$ 44,226
						                                  			=========	=========



                        CROFF OIL COMPANY

                  NOTES TO FINANCIAL STATEMENTS
  FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995

BASIS OF PREPARATION.

	The condensed financial statements for the three and nine
month periods ended September 30, 1995 and 1994 in this report have
been prepared by the Company without audit pursuant to the rules
and regulations of the Securities and Exchange Commission and
reflect, in the opinion of management, all adjustments necessary
to present fairly the results of the operations of the interim
periods presented herein.    Certain information in footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations, although the
Company believes the disclosures presented herein are adequate to
make the information presented not misleading.  It is suggested
that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1994, which report has been filed with the Securities and
Exchange Commission, and is available from the Company.

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

RESULTS OF OPERATIONS.

          Three-Month Period Ended September 30, 1995,
 as Compared to the Three-Month Period Ended September 30, 1994.

OIL AND GAS OPERATIONS

	Oil and gas income, primarily from royalties, for the three
months ended September 30, 1995 was $42,150 compared to $55,393 for
the same time period of the prior year.  This decrease was due
primarily to lower oil and natural gas prices and the plugging or
sale of wells with high revenue and high expenses.

	Production costs, which include lease operating expenses and
production related taxes, for the three months ended September 30,
1995, decreased when compared to the same time period of the prior
year, $8,856 in 1995 compared to $16,643 in 1994.  This decrease
was due to fewer workovers incurred, the plugging of some wells and
some property dispositions.  Production taxes, (these taxes are
levied as a percentage of the sales price of oil and gas
production), also decreased.


           Nine Month Period Ended September 30, 1995,
 as Compared to the Nine Month Period Ended September 30, 1994.

OIL AND GAS OPERATIONS

	Oil and gas income, primarily from royalties, for the nine
months ending September 30, 1995, was $135,113 compared to $158,372
for the same time period of the prior year.  This decrease was due
primarily to lower oil and natural gas prices and lower volumes
particularly on the gas side of production.

	Production costs, which include lease operating expenses and
all production related taxes, for the nine months ended September
30, 1995, decreased when compared to the same time period of the
prior year, $29,208 in 1995 compared to $49,424 in 1994.  These
lower production costs were primarily the result of less workovers
on wells in a weaker oil market, and plugging and sale of marginal
wells.

OTHER INCOME.
	
	During the nine month period ended September 30, 1995, the
Company had other income of $12,137 from interest earned, dividend
payments, a lease bonus, and sale of producing properties.  During
the same nine month period in 1994, the Company had other income
of $3,290, primarily from dividends.  The Company's interest income
was higher due to the interest payments from the Buck Creek Coal
Mine investment.

GENERAL AND ADMINISTRATIVE.

	General and administrative expenses for the nine month period
ending September 30, 1995, were $55,946 compared to $52,998 for the
nine month period ending September 30, 1994.  This difference was
due to timing of legal and accounting fees and printing costs. 
During the nine month period ended September 30, the Company's
total expenses decreased from $133,742 in 1994 to $119,246 in 1995. 
The decrease was due to lower production expenses, and taxes. 
General and administrative expenses will likely remain at
approximately this level.  The Company is currently operating with
two part time officers and employees, and is contracting for its
accounting services, office space and supplies.

<PAGE>
FINANCIAL CONDITION

	As of September 30, 1995, the Company's current assets
exceeded current liabilities by $28,241, compared to working
capital of $74,401 at December 31, 1994.  This decrease of $46,160
in the Company's working capital position during the nine month
period ending September 30, 1995 was due to the purchase for
$100,000 of the Buck Creek Coal investment, of which $50,000 was
paid out of cash in current assets.  The Company also sold three
small working interests in wells during the quarter.  The Company's
ratio of current assets to current liabilities was approximately
6.5 to 1 on December 31, 1994 and 1.4 to 1 on September 30, 1995.

	The Company is continuing its program to invest its cash in
small non-operated oil and gas assets, and paying off its Bank
note. 


PART II.  OTHER INFORMATION


I
TEM 6(b).  NONE.


                       S I G N A T U R E S


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

							REGISTRANT:  CROFF OIL COMPANY


						By_________________________________
                                                 Gerald L. Jensen
                                         Chief Executive Officer 
                                                                 

						By_________________________________
									 Ward Smith	                                             
                  				 Chief Accounting Officer

Date:__________________, 1995





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          44,226
<SECURITIES>                                    16,000
<RECEIVABLES>                                   35,437
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                95,663
<PP&E>                                         655,094
<DEPRECIATION>                               (240,474)
<TOTAL-ASSETS>                                 510,283
<CURRENT-LIABILITIES>                           67,722
<BONDS>                                              0
<COMMON>                                        57,914
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     384,947
<TOTAL-LIABILITY-AND-EQUITY>                   510,283
<SALES>                                        135,113
<TOTAL-REVENUES>                               147,250
<CGS>                                                0
<TOTAL-COSTS>                                   51,709
<OTHER-EXPENSES>                                64,766
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,771
<INCOME-PRETAX>                                 28,004
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             28,004
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    28,004
<EPS-PRIMARY>                                      .05
<EPS-DILUTED>                                      .05
        

</TABLE>