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                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 25049

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934


        Date of Report (date of earliest event reported):  August 11, 2004


                            CROFF ENTERPRISES, INC.
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             (Exact name of registrant as specified in its charter)


             Utah                       1-100                   87-0233535
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      (State or other             (Commission file           (IRS Employer
jurisdiction of incorporation)         number)            identification Number)


             621 17th St., Suite 830, Denver, Colorado     80293
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             (Address of principal executive offices)    (Zip Code)

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


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ITEM 5. OTHER INTEMS.

The Company issued the following press release dated August 11, 2004.

                                  NEWS RELEASE

          CROFF SUCCUSSFULLY COMPLETES PHASE 1 DRILLING ON HELEN GIPS #1

DENVER, COLORADO - AUGUST 11, 2004 - CROFF OIL COMPANY (OTCBB: COFF) announced
today that it has successfully completed Phase 1 on the Champlin Petroleum
Helen Gips #1 well in Dewitt County, Texas. Croff Oil Company is developing an
11 well re-entry program on 1100 acres near Yorktown in Dewitt County, Texas.
The Company is attempting to raise drilling funds to complete the program on
its already leased acreage. The program consists of re-entry of wells that were
plugged and abandoned or were cased and abandoned about 40 years ago. The
primary target in the original drilling was crude oil, and the primary interest
currently is natural gas from the Wilcox and Edwards formations.

In July, the Company moved a rig on the first well, a cased well drilled by
Champlin Petroleum known as the Helen Gips #1.  The original well was drilled
to a depth of 14, 430 feet and 5 1/2 inch casing was set. During July and early
August 2004, the Company reentered the plugged and abandoned well, drilled out
the cement plugs and milled over the existing 5 1/2 inch casing.  The Company
completed an overshot which successfully captured the original 5 1/2 inch
casing and cemented the overshot in place.  The Company continued drilling and
circulating the old mud out of the 5 1/2 inch casing to approximately 3000 feet.
The Company intends to recomplete the well by drilling and circulating inside
the 5 1/2 inch casing to the final cement plug above the Georgetown and Edwards
formation at approximately 13,800 feet.  The Company plans to whipstock out of
the original 5 1/2 inch casing to penetrate the Edwards at approximately 421
feet from the original wellbore. The Company would then have the Edwards,
Georgetown, and Wilcox formations behind pipe and will attempt to complete the
well for its first production from the Edwards formation. The Company is
currently seeking a larger rig to complete the operation.  Total cost of
operations to this point are approximately $177,000.

Croff is an independent energy company engaged in the business of oil and
natural gas production, primarily through ownership of perpetual mineral
interests and acquisition of producing oil and natural gas leases.  The
Company's principal activity is oil and natural gas production from
non-operated properties.  The Company acquires, owns, and produces,
producing and non-producing leases and perpetual mineral interests in Alabama,
Colorado, Michigan, Montana, New Mexico, North Dakota, Oklahoma, Texas, Utah
and Wyoming.

This release contains certain forward-looking statements within the meaning of
the Federal securities laws.  Such statements are based on management's current
expectations, estimates and projections, which are subject to a wide range of
uncertainties and business risks.  Factors that could cause actual results to
differ from those anticipated are discussed in the Company's periodic filings
with the Securities and Exchange Commission, including its Annual Report on
Form 10-K for the year ended December 31, 2004.

Contact: Stuart Krooneberg
         Secretary & CFO
         (303) 383-1555
         stuart@croff.com




                                   SIGNATURE

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

Dated: August 11, 2004

                          CROFF ENTERPRISES, INC.


                          By: /s/  Stuart D. Kroonenberg
                          --------------------------------
                          Name:  Stuart D. Kroonenberg
                          Title: Secretary and Chief Financial Officer