Exhibit
33.1





ARTICLES
OF AMENDMENT


of


Croff
Enterprises, Inc.





Dated:
December 27, 2007





The
within Articles of Amendment are filed of record with the Utah Division of
Corporations in accordance with Utah Code Ann. 16-10a-1006.





In
accordance with the forgoing section, the Company has adopted by majority vote
of its common shareholders as to all Amendments, and also by its Preferred,
Class B, shareholders as to the third Amendment, at a special shareholder’s
meeting on December 21, 2007 the following:





AMENDMENT
TO ARTICLE VIII





The
shareholders voted to increase the authorized common shares from 20,000,000
shares to 50,000,000 shares with a par value of ten cents ($0.10) per
share.





AMENDMENT
TO ARTICLE VIII





The
second paragraph of Article VIII providing “There is hereby authorized Five
Million (5,000,000) shares of Preferred Class “A” stock” is hereby amended to
strike “Five Million (5,000,000)” and substitute “Ten Million (10,000,000)”,
thus increasing the authorized Preferred Class “A” stock to 10,000,000
shares.





AMENDMENT
TO ARTICLE VIII





The third
paragraph of Article VIII, providing for the authorization of a Preferred Class
“B” stock which shall have a priority claim on the oil and natural gas assets of
the Company, including subparagraphs 1-5 of said third paragraph, is hereby
deleted in its entirety, and the following third paragraph is inserted in lieu
of:


“All
Preferred Class “B” stock is hereby cancelled, and any presentation of a valid
Preferred Class “B” share shall entitle the owner thereof to a right to a common
share of Croff Oil Company, Inc. or a cash settlement, or rights pursuant to the
Utah Dissenting Shareholder Rights’ Statute.”





VOTE
& ATTESTATION OF PRESIDENT





The
undersigned represents that he is the President of the within Corporation and
that he has been fully and duly authorized to file these Articles of Amendment
pursuant to resolution of the Board of Directors and majority shareholder vote
approving the foregoing changes to the Articles.  The President
represents upon oath:





The
increase in common shares was approved by a majority constituting 315,230 shares
(57.2%) voting in favor of such increase; 400 shares (>1%) voting against;
and 12,500 shares (2.3%) abstaining.





The
increase in Preferred Class “A” shares was approved by a majority constituting
315,364 shares (57.2%) voting in favor of such increase; 300 shares (>1%)
voting against; and 12,225 shares (2.2%) abstaining or abstaining by exercising
dissenting shareholders rights.





The
cancellation of all Preferred Class “B” shares was approved by a majority of
common shares constituting 315,314 shares (57.2%) voting in favor of such
increase; 400 shares (>1%) voting against; and 12,110 shares (2.2%)
abstaining or abstaining by exercising dissenting shareholders rights. The
cancellation of all Preferred Class “B” shares was approved by a majority of
Preferred, Class B, shareholders, constituting 374,695 shares (69.3%) voting in
favor of such increase; 5 shares (>1%) voting against; and 1,110 shares
(>1%) abstaining by exercising dissenting shareholders rights.








No other
terms or provisions of the Articles of Incorporation are amended by these
Articles of Amendment.





Dated
this 27 day of December, 2007.




Attest:








/s/ Gerald L.
Jensen                                                      /s/ Sarah
Straughan


Gerald L.
Jensen,
President                                         Sarah
Straughan, Corporate Secretary











STATE OF
Colorado                              )


:ss.


COUNTY OF
_______________        )





Personally
before me, a Notary Public, Gerald L. Jensen, who affirmed to me upon oath that
he is the President and Chairman of the Board of Croff Enterprises, Inc. and
Sarah Straughan who affirmed upon oath she is the Secretary and who executed the
foregoing Amended Articles in my presence on this 27 day of December,
2007.











______________________________


NOTARY
PUBLIC