-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 WpmARRQak3fq42dqIkNB7AogUex6M8hwtMNJmCGbBDUWAGoK0KWrIzdljJDZwlEz
 jTw291oBM3Evh9gJWvr8NA==

<SEC-DOCUMENT>0000025743-05-000014.txt : 20050419
<SEC-HEADER>0000025743-05-000014.hdr.sgml : 20050419
<ACCEPTANCE-DATETIME>20050419140206
ACCESSION NUMBER:		0000025743-05-000014
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050419
ITEM INFORMATION:		Other Events
FILED AS OF DATE:		20050419
DATE AS OF CHANGE:		20050419

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CROFF ENTERPRISES INC
		CENTRAL INDEX KEY:			0000025743
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				870233535
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-16731
		FILM NUMBER:		05758853

	BUSINESS ADDRESS:	
		STREET 1:		3773 CHERRY CREEK DRIVE NORTH
		STREET 2:		#1025
		CITY:			DENVER
		STATE:			CO
		ZIP:			80209
		BUSINESS PHONE:		3033831555

	MAIL ADDRESS:	
		STREET 1:		3773 CHERRY CREEK DRIVE NORTH
		STREET 2:		#1025
		CITY:			DENVER
		STATE:			CO
		ZIP:			80209

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CROFF OIL CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>croff8koffer.txt
<TEXT>

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): April 15, 2005


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


Utah                       1-100
- - -----------------------------     ----------------
(State or other             (Commission file
jurisdiction of incorporation)         number)


87-0233535
- --------------
(IRS Employer identification Number)

3773 Cherry Creek Drive North #1025 Denver, Colorado 80209
- ----------------------------------------------------------
(Address of principal executive offices)         (Zip Code)

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

- ---------------------------------------------------------------
ITEM 8.01 Other Events.

Croff Enterprises, Inc. announced today that the Company has received
and Offer To Purchase Assets Pledged to the Preferred B Shareholders
as more particularly described in the attached Press Release.



                                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: April 19, 2005

                          CROFF ENTERPRISES, INC.

                          By: /s/  Donald L. Peterson
                          --------------------------------
                          Name:  Donald L. Peterson
                          Title: Chief Financial Officer


Attachment

New Release

CROFF RECEIVES OFFER

DENVER, COLORADO, April 19, 2005, CROFF OIL COMPANY (OTCBB: COFF)
Croff Enterprises, Inc., a Utah corporation, today announces:
On April 15, 2005, Jensen Development Company and CS Finance LLC.
[Offerors] submitted an OFFER TO PURCHASE ASSETS PLEDGED TO THE
PREFERRED B SHAREHOLDERS OF CROFF ENTERPRISES, INC. to the
Croff Board of Directors.  Jensen Development Company and CS
Finance LLC, are two corporations wholly owned by Gerald L. Jensen,
Chairman of the Board of Directors, President, and Chief Executive
Officer of Croff.

The Offerors offer to pay $2.80 in cash per the Preferred B shares
issued and outstanding, excluding the shares owned by
Mr. Gerald L. Jensen and affiliated entities (Offerors),
for all assets of Croff pledged to the Preferred "B" shareholders
and upon condition of their cancellation by the Company upon
acceptance and closing of the offer."

The Offer is contingent upon the satisfactory completion, or
performance, of certain corporate acts and actions by Croff.

The Offer grants the disinterested members of the Board of
Directors until April 22, 2005 to accept the Offer and thereafter
to enter into negotiations of a definitive agreement with the Offerors.

The foregoing information is a brief summary of selected terms of
the Offer and does not purport to be a complete description of the Offer.

The four disinterested members of the Board of Directors are presently
reviewing the Offer prior to responding to the Offerors.

There is no assurance that a transaction for the assets pledged to
the Preferred B shares will be completed.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
