EXHIBIT 32

CERTIFICATE OF CROFF ENTERPRISES, INC.

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 1350

OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Gregory R. Woodhill, the Chief Executive Officer and Chief Financial Officer of Croff Enterprises, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. 1350 that, to my knowledge:

(1)      the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)      the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 18, 2009	/s/  GREGORY R. WOODHILL
	Gregory R. Woodhill, President and
	Chief Financial Officer