July 8, 2005

Via Facsimile and U.S. Mail

Julian Jensen
311 South State Street Ste. 380
Salt Lake City, Utah 84111

RE:	Croff Enterprises, Inc.
	Schedule 14D-9 filed July 6, 2005
	SEC File No. 5-32384

Dear Mr. Jensen:

      We have the following comments on the above-referenced
filing:

Schedule 14D-9

1. Please confirm, if true, that you have disclosed all
information
required by Item 1005(d) of Regulation M-A and Item 3 of Schedule
14D-9.

2. Tell us what information was disseminated to security holders.
For example, did you disseminate the entire Schedule along with
the
one page letter to security holders, or did you disseminate the
letter only?

3. Revise the filing to clarify whether this recommendation has
been
made by the board of directors on behalf of the company, the
filing
person.  See Item 1012(a) of Regulation M-A.  Currently you state
that the non-management directors formed a committee to make this
recommendation, but it is unclear if they speak for the entire
board,
if the board adopted their conclusion and recommendation, etc.

4. The document states that the committee has determined that this
offer is a "good alternative, from a financial perspective" but
the
committee is not making a recommendation.  Please revise to
provide
additional information regarding why no recommendation is being
made.
See Item 1010(c) of Regulation M-A.  The factors cited are not
sufficiently detailed.

5. As the committee has made the statement that the offer is "a
good
alternative, from a financial perspective," please revise the
document to provide the basis for this statement.  It appears that
the company should disclose the "valuation of the Croff Preferred
B
oil and gas assets and cash attributable thereto" that the board
committee and each member considered in making its recommendation.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

*  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

								Sincerely,


								Abby Adams
								Special Counsel
								Office of Mergers &
Acquisitions
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Julian Jensen
July 8, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE