ASSIGNMENT OF OIL, GAS AND MINERAL LEASE


      THIS  Assignment of Oil, Gas and Mineral Lease is made  and
entered  in to this ___ day of April, 1998, by and between  SAINT
JAMES OIL LIMITED, a Nevada corporation, with offices at P.O. Box
5188,   Stateline  Nevada,  89449,  hereafter  referred   to   as
"Assignor",  and  CROFF OIL COMPANY, a Nevada  corporation  whose
address  is  1675  Broadway, Suite 1030, Denver, Colorado  80202,
hereafter referred to as "Assignee".

      Assignor,  in consideration of the covenants and agreements
between  the  parties hereto, does hereby grant,  bargain,  sell,
assign,   transfer  and  convey  unto  Assignee  and   Assignee's
successors  in title and assigns, an undivided working  interest,
constituting  an undivided net revenue interest  in  and  to  the
Properties (hereinafter defined) listed on Exhibit "A",  attached
hereto and made a part hereof.

      The  properties include all of Assignor's right, title  and
interest in and to the following:

     (a)    Those  oil,  gas  and/or  mineral  leases,  including
     amendments   and   ratifications  thereof,   pertaining   to
     production of hydrocarbons from the Wells (the "Leases");

     (b)  All petroleum, hydrocarbons and associated gases stored
     upon or produced from the Leases, or attributable to them in
     any unit in which any of the Wells is included;

     (c)   All rights to use the surface of any of the lands  for
     access  to  the Wells and Leases and all contractual  rights
     relating to such lands and the Wells and Leases;

     (d)   All  of  the presently existing and valid pooling  and
     unitization agreements covering any Well;

     (e)   All  equipment and other personal and mixed  property,
     receivables, inventory, improvements, easements,  rights-of-
     way,  permits,  licenses, servitudes, surface leases,  water
     leases and any other estate in land situated upon, or  used,
     or  held  for future use in connection with the exploration,
     development  and production of oil, gas and  other  minerals
     from  any  of  the  lands  subject  to  the  Leases  or  the
     treatment,  storage  or transportation  of  such  substances
     therefrom,   and   all  other  fixtures   and   improvements
     appurtenant  to  or  used  or  useful  in  connection   with
     operations on the Leases;

     (f)   The  oil  and/or  gas production  or  injection  wells
     identified  in  Exhibit  "A",  together  with  all  personal
     property, fixtures and improvements used for the production,
     treatment,  sale  or disposal or injection of  hydrocarbons,
     water  or  brine produced therefrom or attributable thereto,
     including  all  equipment,  casing,  tubing,  pumps,  lines,
     separators,  wellhead  and in-hole equipment,  pipe,  tanks,
     motors,  pipeline,  meters,  regulators,  gathering   lines,
     fixtures,  and  all other oilfield equipment  and  material,
     installed  and in inventory, used or useful in the operation
     of such Wells.

      This  Assignment  is  made without warranty  of  any  kind,
express or implied.

     This Assignment shall be binding upon and shall inure to the
benefit  of Assignor and Assignee and their respective successors
and assigns.

      EXECUTED this ____ day of April, 1998, but effective as  of
the 1st day of April, 1998.

ATTEST                             SAINT JAMES OIL CORPORATION


By:____________________________
By:_________________________________
                                   James L. Jensen, President

STATE OF                 )
                         )
COUNTY OF                     )

The  foregoing instrument was acknowledged before me  this  _____
day  of  April, 1998, by James L. Jensen, as President  of  Saint
James  Oil,  Ltd.,  a  Nevada  Corporation,  on  behalf  of  said
Corporation.

WITNESS my hand and official seal.
                                   Notary Public


                         My Commission Expires:


ATTEST                             CROFF OIL COMPANY


By:____________________________
By:_________________________________
                                   Gerald L. Jensen


STATE OF                 )
                         )
COUNTY OF                     )

The  foregoing instrument was acknowledged before me  this  _____
day  of  April, 1998, by Gerald L. Jensen, as President of  Croff
Oil Company, a Nevada Corporation, on behalf of said Corporation.

WITNESS my hand and official seal.
                                   Notary Public


                         My Commission Expires:


C:\WORD\LEGAL\ASSIGNME\  STJAMES.DOC
                           EXHIBIT "A"
                                
                                
                                
                          Miller #1-29
          Township 22 North, Range 18 West, Section 29
                    Woodward County, Oklahoma
                           EXHIBIT "A"
                                
                                
                                
                       Fannie Brown #1-11
           Township 9 North, Range 10 West, Section 11
                     Caddo County, Oklahoma
                           EXHIBIT "A"
                                
                                
                                
                         Dickerson #1-34
           Township 15 North, Range 5 West, Section 34
                   Kingfisher County, Oklahoma
                                
                                
                         Mueggenborg #1
           Township 15 North, Range 5 West, Section 35
                   Kingfisher County, Oklahoma
                           EXHIBIT "A"
                                
                                
                                
                          Duncan #1-21
           Township 9 North, Range 25 East, Section 21
                    LeFlore County, Oklahoma