NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    

    11:00 AM CDT, May 18, 2005

    

    Littlefield Corporate Headquarters

    2501 North Lamar Boulevard

    Austin, Texas 78705



The Annual Meeting of Stockholders of Littlefield Corporation will
be held on May 18, 2005, at 11:00 AM CDT, for the following purposes:


  
To elect members to our board of directors;
  
To ratify the appointment of Sprouse & Anderson, LLP as our independent 
    auditors for 2005; and
  
To consider such other matters as may properly come before the meeting or 
    any adjournment of the meeting.

  

Only holders of record of our common stock at the close of business on March 
  21, 2005, will be entitled to notice or to vote at the meeting or any adjournment 
  of the meeting. The stock transfer books will remain open.

  

  You are cordially invited to attend the meeting. Whether or not you plan 
  to attend the meeting, please complete, date and sign the accompanying proxy 
  and return it promptly in the enclosed envelope to ensure that your shares are 
  represented at the meeting. If you receive more than one proxy card, it 
  is an indication that your shares are registered in more than one account. Please 
  complete, date and sign each proxy card you receive. You may revoke your 
  proxy at any time before it is voted. If your shares are registered in the name 
  of a brokerage firm or trustee and you plan to attend the meeting, please obtain 
  from the firm or trustee a letter or other evidence of your beneficial ownership 
  of those shares to facilitate your admittance to the meeting.

  Enclosed with these proxy materials is a copy of our Annual Report on Form 10-KSB 
  for the fiscal year ended December 31, 2004.

  


				BY ORDER OF THE BOARD OF DIRECTORS


 /s/ Jeffrey L. Minch
				President, Chief Executive Officer, Director



  March 31, 2005


 
  

  


    

    PROXY STATEMENT



  This Proxy Statement and the accompanying form of proxy are furnished in connection 
  with the solicitation of proxies for use at the Annual Meeting of Stockholders 
  of Littlefield Corporation to be held on Wednesday, May 18, 2005, at 11:00 
  AM CDT, and at any adjournment thereof, for the purposes set forth in this 
  Proxy Statement. The meeting will be held at the Littlefield Corporate Headquarters, 
  2501 North Lamar Boulevard, Austin, Texas 78705.

  

  This Proxy Statement and the accompanying form of proxy were first mailed to 
  the stockholders on or about April 15, 2005.
 VOTING AND REVOCABILITY OF PROXY APPOINTMENTS

  

  Each share is entitled to one vote per director in the election of directors 
  and one vote in all other matters to be voted upon at the meeting. Shareholders 
  of record as of the close of business at 5:00 P.M. March 21, 2005, are the only 
  persons entitled to vote at this meeting. At the close of business on March 
  21, 2005, 8,475,456 shares of our common stock were outstanding, with each share 
  being entitled to one vote. There are no cumulative voting rights. A majority 
  of the outstanding shares of common stock represented at the meeting, in person 
  or by proxy, will constitute a quorum.

  

  All proxies will be voted in accordance with the instructions contained in the 
  proxies. If no choice is specified, proxies will be voted in accordance with 
  the recommendations of the board as set forth in this Proxy Statement, and at 
  the proxy holders’ discretion on any other matter that may properly come 
  before the meeting. Any stockholder may revoke a proxy given pursuant to this 
  solicitation at any time before it is voted. A stockholder may revoke his or 
  her proxy by voting in person at the meeting or submitting to our Secretary 
  at the meeting a subsequently dated proxy. In addition, a stockholder may revoke 
  his or her proxy by notifying our secretary either in writing prior to the meeting 
  or in person at the meeting. Revocation is effective only upon receipt of such 
  notice by the Secretary.

  

  We are not aware of any other matter to be presented for action at the meeting 
  other than those mentioned in the Notice of Annual Meeting of Stockholders and 
  referred to in this Proxy Statement. If any other matters come before the meeting, 
  the proxy holders named in the enclosed proxy intend to vote on such matters 
  in accordance with their judgment.


SOLICITATION
The costs of preparing, assembling and mailing the proxy materials will be 
    borne by our Company. Certain of our officers, directors and employees, without 
    additional compensation, may use their personal efforts, by telephone or otherwise, 
    to obtain proxies in addition to this solicitation by mail. We expect to reimburse 
    brokers, banks, custodians and other nominees for their reasonable out-of-pocket 
    expenses in handling proxy materials for beneficial owners of the common stock.

  
  
 ELECTION OF DIRECTORS

    

    Our Board currently consists of four directors. All of the current members 
    of the board have been nominated for re-election. The nominees for election 
    at the meeting shall, if elected, serve on the Board for a term of one year 
    until the next Annual Meeting of Stockholders and until their respective successors 
    have been duly elected and have qualified. The Board elects our officers annually 
    following the Annual Meeting of stockholders. Officers serve for terms of 
    one year and until their successors are duly elected and qualified.

    

    The directors shall be elected by a plurality of the votes cast at the meeting. 
    A “plurality” means that the individuals who receive the largest 
    number of votes cast are elected as directors up to the maximum number of 
    directors to be elected at the meeting. Consequently, any shares not voted 
    (whether by abstention, broker non-vote or otherwise) will have no impact 
    on the election of directors. The proxy holders named as proxies in the accompanying 
    proxy intend to vote FOR the election of the nominees identified below. If 
    any nominee is unable or fails to accept nomination or election (which is 
    not anticipated), the proxy holders named in the proxy, unless specifically 
    instructed otherwise in the proxy, will vote for the election of such other 
    person as our existing board of directors may recommend.

    

    The table below sets forth certain information about the nominees, including 
    the nominee’s age, position with our Company and length of time served 
    as a member of the board. All of the nominees are currently serving as directors.

  


  
    

Name


Age


Position with the Company


Director Since




Jeffrey L Minch


54


Director, President and Chief Executive Officer


July 1999




Carlton R Williams, Jr


47


Director


May 2003




Alfred T Stanley


51


Director


May 2004




Michael L Wilfley


49


Director


May 2004



  





  
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION 
    OF THE NOMINEES NAMED ABOVE. 



  DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS OF THE COMPANY


  The following sets forth the name and a brief description of the principal occupation 
  and business experience for at least the preceding five years for each of the 
  nominees for election to the Board of Directors and the executive officers of 
  our Company. None of the directors or executive officers are related. Individuals 
  are listed in alphabetical order.

  

  Jeffrey L. Minch, 54, is currently serving as a Director, President and 
  Chief Executive Officer. As a member of the Company’s Management, Mr. 
  Minch is not an Independent Director.

  

  Mr. Minch is a distinguished graduate of the Virginia Military Institute in 
  civil engineering with graduate education in Finance.

  

  Mr. Minch co-founded, grew, and profitably sold a commercial real estate company, 
  Littlefield Real Estate Company. As President and Chief Executive Officer, Mr. 
  Minch planned and executed the strategy that Littlefield Real Estate Company 
  utilized to grow from a start up in 1984 to one of the largest commercial real 
  estate companies in Texas. In 1996, Mr. Minch sold Littlefield’s substantial 
  office, apartment and warehouse portfolios, in three transactions, over a five-month 
  period.

  

  From 1996 to 1999, Mr. Minch was a private investor and is now a major shareholder 
  of our Company, owning approximately 36% of the outstanding shares.

  

  Mr. Minch has been active in charitable functions and has served as a Director 
  of a number of local charities. He currently serves on the Board of Directors 
  of the Virginia Military Institute Foundation.

  

  Alfred T. Stanley, 51, is currently serving as a Director and a member 
  of the Audit Committee. He is an Independent Director. He is a shareholder of 
  the Company. 

  

  Mr. Stanley is a graduate of Dartmouth College with a Bachelors of Arts degree. 
  He received a Master of Science in Statistics from the University of Texas and 
  was inducted into the Phi Kappa Phi Honor Society.

  

  He founded Alfred Stanley & Associates in 1982 and has provided fundraising 
  services to candidates and office holders in Texas. He was the Texas Political 
  Director for Senator Bill Bradley’s 2000 Presidential campaign.

  

  In addition to his fundraising business, Mr. Stanley owns and manages two office 
  buildings in downtown Austin, Texas.

  

  He has served as a Director of Stereographics Corporation, a California based 
  manufacturer of computer peripherals and Toddler U, Inc., a manufacturer of 
  children’s’ shoes.

  

  He lives with his wife, Kathleen, and their three children in Austin, Texas.

  

  Michael L. Wilfley, 49, is currently serving as a Director and is designated 
  as the “Audit Committee Financial Expert.” He is an Independent 
  Director. He is a shareholder of the Company.

  

  Mr. Wilfley is currently employed as the Chief Financial Officer of Grande Communications, 
  Inc. where he supervises a professional staff of 28 and is responsible for all 
  finance, treasury, and accounting functions. Grande provides bundled telephone, 
  cable and internet services to residential and small business customers in six 
  Texas cities and has invested equity of over $500,000,000. Mr. Wilfley recently 
  successfully participated in the company’s raising over $136,000,000 in 
  high yield debt for the company’s accelerated build out of its systems.

  

  Mr. Wilfley, while Chief Financial Officer of Thrifty Call, Inc. oversaw the 
  acquisition of Thrifty Call, Inc. by Grande Communications and had primary responsibility 
  for the selection of an investment banker and the evaluation of alternative 
  capital structures.

  

  Mr. Wilfley is an experienced Chief Financial Officer having served in that 
  capacity since the late 1980s. He is a Certified Public Accountant and a member 
  of the Texas Society of Certified Public Accountants, the American Institute 
  of Certified Public Accountants and the Financial Executives International. 
  He is a past President of the Austin Area Texas Exes of the Alumni Association 
  of the University of Texas.

  

  Mr. Wilfley is a veteran and was an Eagle Scout. He lives in Austin, Texas and 
  is married with two daughters.

  

  Carlton R. Williams, 47, is currently serving as a Director, Chairman 
  of the Board, and a member of the Audit Committee. He is an Independent Director. 
  Mr. Williams is a shareholder of the Company.

  

  Mr. Williams is a founding principal of Herron Williams, LLC, forming the company 
  in January 2000.

  

  Prior to that, Mr. Williams was a partner in Littlefield Real Estate Company 
  for over eleven years. During that time period, he leased and managed an office 
  portfolio in excess of 1,000,000 square feet located both in the Central Business 
  District, Southwest, and Northwest suburban markets.

  

  Mr. Williams also has extensive experience in business planning, financial analysis, 
  and acquisitions and disposition analysis. He was formerly a Certified Public 
  Accountant but currently does not practice accounting nor maintain that certification. 
  Mr. Williams received his MBA from the University of Texas at Austin with a 
  concentration in finance.

  

  Troy D. Zinn, 42, is currently serving as our Secretary/Treasurer, and 
  Chief Financial Officer (CFO). Mr. Zinn served as CFO for Arledge & Shannahan, 
  LP., and Irsik & Doll, Inc., before joining Littlefield in February 2004.

  

  Mr. Zinn has over 12 years experience in corporate finance and management. In 
  each of his previous roles he has been successful in implementing new automated 
  systems and procedures to dramatically improve efficiency, controls, and quality 
  of data.

  

  Mr. Zinn served in the US Army for six years before earning his Business Administration 
  degree at Kansas State University in 1992.

  

  COMPENSATION OF EXECUTIVE OFFICER AND DIRECTORS


  Summary of Cash and Certain Other Compensation

  

  The following table sets forth for the fiscal years ended December 31, 2004, 
  2003, 2002, 2001, and 2000, the compensation for Jeffrey L. Minch, our President 
  and Chief Executive Officer.


  

  SUMMARY COMPENSATION TABLE

  


  
     
       

      
       

      
       

      
       

      
       

      
       
        
Long-Term

          Compensation
      
    
     
       

      
       

      
       
        
Annual Compensation
      
       
        
Awards
      
       
        
Payouts
      
    
     
       
        


          Name and Principal

          Position
      
       
        


          

          Year
      
       
        

        

        
Salary
      
       
        


          

          Bonus
      
       
        


          Other Annual

          Compensation
      
       
        
Securities

          Underlying

          Options
      
       
        


          All Other

          Compensation
      
    
     
       
        
Jeffrey L. Minch (1)

          Director, President,

          And CEO
      
       
        
2004
      
       
        
$160,000(5)
      
       
        
-0-
      
       
        
$11,580(3)
      
       
        
-0-
      
       
        
-0-
      
    
     
       
        
2003
      
       
        
$163,500(5)
      
       
        
-0-
      
       
        
$11,580(3)
      
       
        
-0-
      
       
        
-0-
      
    
     
       
        
2002
      
       
        
$183,000
      
       
        
$300,000(2)
      
       
        
$8,685(3)
      
       
        
-0-
      
       
        
$61,125
      
    
  

  


    (1) Mr. Minch began working with our Company on July 2, 1999, when 
    he was elected as a director to fill a vacancy on the Board of Directors. 
    In September 1999, Mr. Minch was hired as our president and chief executive 
    officer.



  
(2) The bonus Mr. Minch received in 2002 was a performance bonus for 
    2001. Mr. Minch was not paid that bonus in cash. Instead he took a note for 
    that bonus on which interest only is paid for the next two years at 6.75%.



  
(3) The Other Annual Compensation Mr. Minch receives includes country 
    club membership, and vehicle allowance.



  
(4) The bonus Mr. Minch received in 2000 was a result of the stock 
    price reaching $2.00 pursuant to his employment agreement.


(5) Mr. Minch voluntarily reduced is annual salary from 
  $200,000 to $160,000 during 2003.

  

  Stock Options

  

  During the fiscal year ended December 31, 2004, we granted to our non-employee 
  directors options to purchase 30,000 shares 
  of common stock. During the year ended December 31, 2004, we granted to our 
  employees options to purchase 500,000 shares of common stock. During 
  the fiscal year ended December 31, 2003, we granted to our non-employee directors 
  options to purchase 20,055 shares of common stock. No options were granted 
  to employees in 2003. During the fiscal year ended December 31, 2002, we granted 
  options to our employees and non-employee directors to purchase 646,267 
  shares of common stock. During the fiscal year ended December 31, 2001, we granted 
  options to our employees and non-employee directors to purchase 143,000 
  common shares. During the fiscal year ended December 31, 2000, no options were 
  granted to our employees and non-employee directors. As of December 31, 2003, 
  none of the options granted in these years have been exercised. During 2004, 
  Mr. Minch neither owned nor exercised any options issued by the company to purchase 
  common stock.

  

  Compensation of Directors

  

  Non-employee directors receive an annual retainer of $2,000, a quarterly meeting 
  fee of $750, and 2,500 stock options each quarter granted at the fair market 
  value of the stock price on the last day of that quarter. We reimburse the directors 
  for travel expenses incurred in connection with attending meetings of the board 
  and committees. They can also be reimbursed an hourly fee for special projects.

  

  Employment Contracts, Termination of Employment and Change in Control Arrangements

  

  On April 1, 2002, the Company entered into a new employment agreement with President 
  and CEO Jeffrey L. Minch. Mr. Minch has served as President and CEO since October 
  1999. The agreement replaces an earlier agreement, which had expired. The new 
  agreement began on April 1, 2002, and will remain in effect until December 31, 
  2005. The agreement provides for us to pay Mr. Minch an annual base salary of 
  $200,000, but that has been voluntarily reduced by Mr. Minch to $160,000. In 
  addition to his salary, the Company pays Mr. Minch a monthly car allowance of 
  $600 and pays for Mr. Minch’s country club membership fees, which are 
  $365 per month.

  

  The agreement also calls for our Board of Directors to nominate Mr. Minch to 
  serve as a director on the Board each year he is our President and CEO; however 
  Mr. Minch will not receive any additional compensation for serving as a director.

  

  According to the agreement, Mr. Minch will be entitled to annual consideration 
  for a performance bonus. The bonus, if any, will be decided by the Board and 
  will take into consideration the financial performance and balance sheet of 
  the Company.

  

  As part of the agreement, Mr. Minch was also granted certain stock options, 
  but Mr. Minch voluntarily cancelled his stock option agreement and all of the 
  options that might have been granted under it. Mr. Minch is no longer entitled 
  to any stock options granted by the Company.

  

  The agreement provides that we may terminate the agreement and Mr. Minch’s 
  employment upon written notice to Mr. Minch. In the event we terminate the agreement 
  and Mr. Minch’s employment, we will be obligated to pay Mr. Minch a severance 
  payment equal to one year of his base salary, car allowance, and club dues. 
  The agreement also provides that Mr. Minch may terminate the agreement in his 
  absolute discretion upon ninety days written notice to us.

  

  In the event we are sold to or merged with another company, the agreement will 
  terminate automatically. If such a sale or merger results in our shareholders 
  receiving a value of at least $3.00 per share, the agreement provides that Mr. 
  Minch shall be entitled to receive 500,000 shares of our common stock immediately 
  prior to the consummation of any such sale or merger.

  

  The agreement also contains certain confidentiality and other standard provisions.

  

  Section 16(a) Beneficial Ownership Reporting Compliance

  

  Section 16(a) of the Securities Exchange Act of 1934 requires our directors, 
  executive officers; and holders of more than 10% of our common stock to file 
  with the Securities and Exchange Commission, within certain specified time periods, 
  reports of ownership and changes in ownership. Such officers, directors and 
  stockholders are required by SEC regulations to furnish us with copies of all 
  such reports that they file.

  

  To our knowledge, based solely upon a review of copies of such reports furnished 
  to us and representations by certain officers and directors that no other reports 
  were required with respect to the year ended December 31, 2004, all persons 
  subject to the reporting requirements of Section 16(a) filed the required reports 
  on a timely basis.

  

  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

  AND MANAGEMENT

The following table sets forth the number and percentage of outstanding
shares of our common stock beneficially owned as of March 21, 2005,
by:


  
each executive officer, including the executive officer listed in the Summary 
    Compensation Table above;
  
each director and nominee for director;
  
all of the executive officers and directors as a group; and,
  
each person or entity known to us to own more than five percent of the outstanding 
    common stock.








Name of Beneficial Owner


Number of Shares
Beneficially
Owned






Number of
Exercisable
Option



Percent of
Class (1)




Jeffrey L. Minch (2)


3,023,298





-0-


35.7%




Daniel Deloney Estate (3)


821,584


(8)


21,325


9.9%




Carlton Williams (4)


36,700





15,934


*




Alfred T. Stanley (6)


3,000





6,175


*




Michael L. Wilfley (7)


2,600





6,175


*




Troy Zinn (2)


-0-





-0-


*




Current executive officers and directors of the Company as a group (5
persons)




3,887,182







49,609




46.5%



  


  


    
(1) Under SEC rules, we calculate the percentage ownership of each 
      person who owns exercisable options by adding the number of exercisable 
      options for that person to the number of total shares outstanding, and dividing 
      that result into the total number of shares and exercisable options owned 
      by that person. On March 21, 2005, we had 8,475,456 shares of common stock 
      issued and outstanding. An asterisk (*) indicates less than 1% ownership.
    
  
(2) Address is: 2501 North Lamar Blvd., Austin, Texas 78705
  
(3) Address is: 109 South Court Street, Montgomery, Alabama 36104
  
(4) Address is: 1214 West 6th Street, Suite 200, Austin, Texas 78703
  
(5) Address is: 8024 Mesa Drive, Suite 180, Austin, Texas 78731
  
(6) Address is: 1409 Hardouin Ave, Suite, Austin, Texas 78703
  
(7) Address is: 401 Carlson Circle, San Marcos, Texas 78666
  
(8) Includes 552,700 shares owned by Rice Acceptance Company, Inc., 
    197,300 shares owned by Rice Financial Corporation, 28,234 shares held by 
    Mr. Deloney’s estate, 10,000 shares owned by Southern Warehouse Partners 
    and 5,150 shares held in Mr. Deloney’s IRA, in which shares Mr. Deloney’s 
    estate possesses sole voting and investing power, and 25,000 shares held in 
    his daughter’s IRA, in which Mr. Deloney’s estate shares voting 
    and investing power, and 3,200 shares held by Mr. Deloney’s estate for 
    his grandson.




  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



  


    The President and CEO of the Company, Jeffrey Minch, has personally guaranteed 
    a note payable to a third party lender in the total amount of $540,000 for 
    four (4) year period at 1 1/2% annual interest and is secured by Mr. Minch’s 
    guarantee of $300,000. This note was to refinance an expired letter of credit 
    that secured a note payable to the seller of one of our acquisitions.

    

    In 2003, the Company paid Mr. Minch a fee for two (2) paid notes and an expired 
    letter of credit that he personally guaranteed. The fee is equal to 5% of 
    the amount he guarantees and totals $61,125. This amount owed was added to 
    a note held by Mr. Minch of $300,000 for his 2000 performance bonus. A second 
    note includes $105,650 owed by the Company for purchasing the office furniture 
    located in Mr. Minch’s office. This furniture had previously been owned 
    by Mr. Minch. The total amount of both notes is $420,229, which includes accrued 
    interest.

    

    MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS 
  
Audit Committee Report

    

    For 2004, our Audit Committee met twice during the 
    year with our independent auditors. This committee was comprised of Carl Williams, 
    Alfred Stanley and Michael Wilfley, the three non-employee directors, and 
    has the responsibility for reviewing the financial condition and accounting 
    controls and determining that all audits and examinations required by law 
    are performed. The committee recommends to the Board the appointment of the 
    independent auditors for the next fiscal year, reviews and approves the auditors’ 
    audit plans and reviews with the independent auditors the results of the audit 
    and management’s response to the audit.

    

    The Audit Committee has reviewed and discussed the audited financial statements 
    with management as well as our independent public accountants. The Audit Committee 
    has received from the independent accountants a formal written statement regarding 
    the auditors' independence and has discussed with the independent accountant 
    matters relating to their independence. The Audit Committee has satisfied 
    themselves as to the auditors' independence. The Audit Committee has discussed 
    with the independent accountants the matters required to be discussed by Statement 
    on Auditing Standards No. 61, which includes, among other items, matters related 
    to the audit of our financial statements.

    

    The Audit Committee has recommended to the Board of Directors that the audited 
    financial statements be included in the Company's Annual Report on Form 10-KSB 
    for 2004 for filing with the Securities and Exchange Commission.

    

    Carl Williams

    Alfred Stanley

    Michael Wilfley

    Members of the Audit Committee

  

Nominating Committee Report



Our Nominating Committee, comprised of all directors, met once during 2004. This 
committee is responsible for nominating individuals for election to our Board. 
The nominating committee welcomes recommendations made by our stockholders for 
individuals to be included in the slate of nominees for election at the annual 
meeting of stockholders. Any recommendations for the 2005 Annual Meeting of Stockholders 
should be made in writing addressed to our board of directors, 2501 North Lamar 
Boulevard, Austin, Texas 78705. Under our Certificate of Incorporation, any such 
recommendations must be delivered to us in writing not less than sixty days prior 
to the meeting date or, if less than seventy days’ notice of the meeting 
date is given, ten days after notice of the meeting date is given by public disclosure.



The Board of Directors held four meetings during the year ended December 31, 2004. 
All of the directors attended at least 75% of the aggregate of such Board meetings 
and the meetings of each committee on which they served.



RATIFICATION OF APPOINTMENT

OF INDEPENDENT AUDITORS 

As required by the Sarbanes-Oxley Act of 2002, our Audit Committee is
directly responsible for appointment, compensation, retention and oversight of
the Company’s independent auditors.  Subject to direct supervision by the
Audit Committee of the auditors, we are asking the stockholders to ratify
Sprouse & Anderson, L.L.P. as independent auditors to audit the financial
statements of the Company for the 2005 fiscal year.  If the stockholders fail to
ratify the appointment of the auditors, our auditors will take that into
consideration in determining whether to continue the auditing engagement. 
Sprouse & Anderson, L.L.P. served as the independent auditors to audit the
Company’s financial statements for the fiscal years ended December 31,
2000, 2001, 2002, 2003 and 2004.

A representative of Sprouse &
Anderson, L.L.P. is expected to be present at the meeting and will have an
opportunity to make a statement, if the representative so desires, and will be
available to respond to any appropriate questions stockholders may
have.

Audit Fees

Fees paid to our auditors' firm were
comprised of the following:

Financial Statements Audit Fees and Quarterly
Review of 10Q-SB for 2004 (billed through March 21, 2005) totaled
$62,925.

Financial Information Systems Design and Implementation Fees
provided in 2004 totaled $0.

All Other Fees, including tax preparation,
tax consulting and other accounting services provided in 2004 totaled
$15,000.

The affirmative vote of the majority of the shares of our common
stock present in person or represented by proxy at the meeting and entitled to
vote is required for the ratification of the appointment of Sprouse &
Anderson, L.L.P. as the Company’s independent auditors for the 2005 fiscal
year.  With respect to this vote, abstentions will have the effect of a
“no” vote and broker non-votes will have no effect on the
vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
RATIFICATION OF SPROUSE & ANDERSON, L.L.P. AS INDEPENDENT
AUDITORS



STOCKHOLDER PROPOSALS 

  


    Notices of stockholder proposals intended to be presented at the meeting must 
    have been provided in writing to us by no later than March 21, 2005, in order 
    to be voted on at the meeting. With respect to stockholder proposals for which 
    notices were not provided to us by March 21 2005, the person or persons designated 
    as proxies in connection with our solicitation of proxies shall have the discretionary 
    voting authority to vote the shares of our common stock represented by the 
    proxy cards returned to us in accordance with their judgment on such matters 
    when such proposals are presented at the meeting.

    

    Stockholder proposals intended to be presented at the 2006 Annual Meeting 
    of Stockholders and included in our Proxy Statement and form of proxy for 
    that meeting must be received by us in writing by no later than December 31, 
    2005. Any stockholder who intends to present a proposal at the 2006 Annual 
    Meeting of Stockholders to be voted on at that meeting, which proposal is 
    not included in our Proxy Statement, must deliver written notice of such proposal 
    to us by no later than sixty days prior to the meeting date or, if less than 
    seventy days’ notice of the meeting date is given, ten days after notice 
    of the meeting date is given by public disclosure. If the proposing stockholder 
    fails to deliver written notice of such proposal to us by such date, then 
    the person or persons designated as proxies in connection with our solicitation 
    of proxies shall have the discretionary voting authority to vote the shares 
    of our common stock represented by the proxy cards returned to us in accordance 
    with their judgment on such matters when such proposals are presented at the 
    2005 Annual Meeting. Any such notice of a stockholder proposal must be made 
    in writing addressed to Secretary, Littlefield Corporation, 2501 North Lamar 
    Boulevard, Austin, Texas 78705.

  
  
 OTHER MATTERS


The Board of Directors knows of no other business other than that set
forth above to be transacted at the Meeting, but if other matters requiring a
vote of the stockholders arise, the persons designated as proxies will vote the
shares of common stock represented by the proxy cards in accordance with their
judgment on such matters. 


					BY ORDER OF THE BOARD OF
DIRECTORS


 
  
 /s/ Jeffrey L. Minch

     President, Chief Executive Officer, and Director 

    

    March 21, 2005

    

  

 
  
Littlefield Corporation

    2501 North Lamar Boulevard

    Austin, Texas 78705

    www.littlefield.com