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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000000000-05-035045.txt : 20060814
<SEC-HEADER>0000000000-05-035045.hdr.sgml : 20060814
<ACCEPTANCE-DATETIME>20050708192736
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-035045
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050708

FILED FOR:		

	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:		UPLOAD

	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>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 30, 2005

By Facsimile and U.S. Mail

Steve McDonald, Esq.
Berliner McDonald, P.C.
5670 Greenwood Plaza Blvd.
Suite 418
Greenwood Village, Colorado 80111-2408

	Re:	Croff Enterprises, Inc.
		Schedule TO-T, Amendment No. 1
      Filed June 28, 2005
      Filed by Jensen Development Company & C.S. Finance L.L.C.

Dear Mr. McDonald:

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

Schedule TO-I
1. We note your response to comments 1, 15 and 16.  Please advise
us,
to your knowledge, why the Class B shares are not registered under
either the Securities Act or the Exchange Act.
2. It appears that you should highlight the change in response to
comment 6 in the information you disseminate to security holders.
3. General Instruction E to Schedule TO provides that if your
response to a particular Item of the Schedule is negative or the
Item
is inapplicable, you must disclose this information in your
response
to the Schedule.  We note, for example, that you have incorporated
information from the offer to purchase in response to Item 6 of
Schedule TO; however, it is unclear if the incorporated
information
addresses all of your plans.  Please revise the Schedule TO to
respond to each Item.

Offer to Purchase

Section 13.  Federal Income Tax Consequences
4. We reissue comment 21, as the revised disclosure continues to
contain inappropriate disclaimers, such as "we are not qualified
to
offer tax advise and each shareholder tendering should consult
his,
her or its own tax advisor."  You are required to disclose the
material federal tax consequences of the transaction and
shareholders
are entitled to rely on your disclosure.  Please revise this
section
accordingly.
5. Please revise this section to provide a more complete
discussion
of the tax consequences of the offer.  For example, although you
state that shareholders who have held the shares more than 12
months
may receive capital gains treatment, you have not stated that the
transaction is taxable, the nature of the income, etc.


      *  *  *
      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 and Acquisitions
??

??

??

??

Steve McDonald, Esq.
June 30, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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