-----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,
 Hpoc8MvJLAlvuGba4oKuTKUpc9/Tm7Scv9yzG3V9D1JNCJmEyVek4STsZWto17uB
 pGcIqd0tw8S/aefa9iao5A==

<SEC-DOCUMENT>0000000000-05-035046.txt : 20060814
<SEC-HEADER>0000000000-05-035046.hdr.sgml : 20060814
<ACCEPTANCE-DATETIME>20050708192900
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-035046
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

Via Facsimile and U.S. Mail

Gerald L. Jensen
Chief Executive Officer and President
Croff Enterprises, Inc.
3773 Cherry Creek Drive North
Suite 1025
Denver, Colorado 80209

RE:	Croff Enterprises, Inc.
	SEC File No. 5-32384

Dear Mr. Jensen:

      We note that you, Jensen Development Company and C.S.
Finance
LLC filed a Schedule TO with the Commission on June 16, 2005, in
connection with the commencement of a tender offer to purchase all
outstanding shares of Croff Enterprises` class B preferred stock.

      We remind you that a company that is the target of a tender
offer is required to disseminate to security holders a statement
disclosing its position regarding the tender offer no later than
10
business days from the date the offer is commenced.  See Rule 14e-
2(a) of the Exchange Act.  Furthermore, the target company is
required to file the statement with the Commission on Schedule
14D-9
in response to a tender offer that is commenced under Rule 14d-2.
See Rule 14d-9(b) of the Exchange Act.  We understand there is
some
disclosure in the offer document regarding the position of certain
members of the board of directors with respect to the offer;
however,
Croff has not filed a Schedule 14D-9 in response to the tender
offer.
Therefore, please file as soon as possible a Schedule 14D-9
disclosing the company`s position regarding the tender offer, or
in
the alternative provide us with your explanation why no such
filing
is required.

      Also, we understand that the class B preferred shares are
not
registered under the Securities Act or the Exchange Act.  Please
advise us which exemptions and/or exceptions from registration the
company has relied upon with respect to these shares.


Please direct any questions to me at (202) 551-3262.  You may also
contact me via facsimile at (202) 772-9203.

						Sincerely,


						Abby Adams
						Special Counsel
						Office of Mergers & Acquisitions
??

??

??

??

Gerald L. Jensen
June 30, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE



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