<html>
<head>
<title>Littlefield Corporation, S-8, july 2002</title>
</head>
<body  bgcolor="#ffffff" text="#000000">
<div align="center"><b><font size="4">SECURITIES AND EXCHANGE COMMISSION</font></b>
</div>
<h2 align="center"> <font size="4"><b>Washington, D.C. 20549</b></font></h2>
<div align="center"><b><font size="5">FORM S-8</font></b><font size="5"><br>
  <br>
  <b>REGISTRATION STATEMENT</b></font><br>
  Under<br>
  The Securities Act of 1933<br>
  <br>
  <b><font size="6">Littlefield Corporation</font></b><br>
  (Exact name of registrant as specified in its charter)<br>
  <br>
  <br>
</div>
<div align="center">
  <table >
    <tr valign="top">
      <td width="251.999937" colspan="1" rowspan="1" valign="top">
        <div align="center"><b>Delaware<br>
          </b></div>
      </td>
      <td width="289.333261" colspan="1" rowspan="1" valign="top">
        <div align="center"><b>74-2723809<br>
          </b></div>
      </td>
    </tr>
    <tr valign="top">
      <td width="251.999937" colspan="1" rowspan="1" valign="top">
        <div align="center">(State or jurisdiction of incorporation or organization)<br>
        </div>
      </td>
      <td width="289.333261" colspan="1" rowspan="1" valign="top">
        <div align="center">(I.R.S. Employer<br>
          Identification No)<br>
        </div>
      </td>
    </tr>
  </table>
</div>
<div align="center"><br>
  <b><br>
  2501 North Lamar Blvd.<br>
  Austin, Texas 78705<br>
  (512) 476-5141</b><br>
  (Address, including zip code, and telephone number, including area code,<br>
  of registrant's principal executive offices)<br>
  <br>
  Full Title of Plans:<br>
  <b>Littlefield Corporation 2002 Stock Option Plan<br>
  Compensatory Stock Awards</b><br>
  (Full title of the plans)<br>
  <br>
  Jeffrey L. Minch<br>
  President and Chief Executive Officer<br>
  2501 North Lamar Boulevard<br>
  Austin, Texas 78705<br>
  (512) 476-5141<br>
  <br>
  (Name, address and telephone number of agent for service)<br>
  <br>
  Copy to:<br>
  Lee Polson<br>
  Strasburger &amp; Price, LLP<br>
  600 Congress Avenue, Suite 2600<br>
  Austin, Texas 78701<br>
  (512) 499-3600<br>
</div>
<br>
<hr>
<p><br>
  <b>CALCULATION OF REGISTRATION FEE</b></p>
<p><b>Under the 2002 Stock Option Plan: </b></p>
<table border="1" width="550">
  <tr valign="top">
    <td width="150" colspan="1" rowspan="1" valign="bottom">
      <div align="center"><b>Title of Securities to be Registered</b><br>
      </div>
    </td>
    <td colspan="2" rowspan="1" valign="bottom">
      <div align="center"><b>Amount To Be Registered (1)</b><br>
      </div>
    </td>
    <td colspan="2" rowspan="1" valign="bottom">
      <div align="center"><b>Proposed Maximum Offering Price Per Share (2)</b><br>
      </div>
    </td>
    <td colspan="2" rowspan="1" valign="bottom">
      <div align="center"><b>Proposed Maximum Aggregate Offering Price</b><br>
      </div>
    </td>
    <td width="86" colspan="1" rowspan="1" valign="bottom">
      <div align="center"><b>Amount Of Registration Fee</b><br>
      </div>
    </td>
  </tr>
  <tr valign="top">
    <td width="150" colspan="1" rowspan="1" valign="top"> Common Stock <b>(3),
      (4)</b><br>
    </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">3,000,000</div>
    </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">$ 1.17</div>
    </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">$ 3,510,000</div>
      </td>
    <td width="86" colspan="1" rowspan="1" valign="top">
      <div align="right">$ 877.50</div>
    </td>
  </tr>
  <tr valign="top">
    <td width="150" colspan="1" rowspan="1" valign="top"> Common Stock <b>(5)</b><br>
    </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">164,373</div>
    </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">1.17</div>
    </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">192,316</div>
      </td>
    <td width="86" colspan="1" rowspan="1" valign="top">
      <div align="right">48.08</div>
    </td>
  </tr>
  <tr valign="top">
    <td width="150" colspan="1" rowspan="1" valign="top"> Total<br>
    </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">3,164,373</div>
    </td>
    <td colspan="2" rowspan="1" valign="top">&nbsp; </td>
    <td colspan="2" rowspan="1" valign="top">
      <div align="right">$ 3,702,316</div>
      </td>
    <td width="86" colspan="1" rowspan="1" valign="top">
      <div align="right">$ 925.58</div>
    </td>
  </tr>
</table>
<p><br>
  <b>(1) </b>Includes an indeterminate number of additional shares which may be
  necessary to adjust the number of shares reserved for issuance pursuant to the
  plans as the result of any future stock split, stock dividend or similar adjustment
  of the Registrant's outstanding Common Stock.<br>
  <br>
  <b>(2) </b>The offering price and amount of fee for these shares were computed
  based on the average of the high and low prices of our common stock as reported
  by Nasdaq on July 1, 2002.<br>
  <br>
  <b>(3)</b> In addition, pursuant to Rule 416(c) under the Securities Act of
  1933, this registration statement also covers an indeterminate amount of interests
  to be offered or sold pursuant to the employee benefit plan described herein.<br>
  <br>
  <b>(4)</b> These shares underlie options issuable under the Littlefield 2002
  Stock Option Plan.<br>
  <br>
  <b>(5) </b>These shares were issued to directors of Littlefield as compensation
  for their services.</p>
<div align="center"><i><font size="2"><b>Page: ii</b></font></i><br>
</div>
<hr>
<br>
<br>
<div align="center">
  <p><b>Explanatory Note</b></p>
  <p align="left"><br>
    This registration statement includes two parts. The documents constituting
    the prospectus under Part I of this registration statement for the Littlefield
    Corporation 2002 Stock Option Plan (the "Plan Prospectus") will be sent or
    given to participants in the Stock Option Plan as specified by Rule 428(b)
    under the Securities Act of 1933 (the "Securities Act"). The Plan Prospectus
    has been omitted from this registration statement as permitted by Part I of
    Form S-8. The second prospectus (the "Reoffer Prospectus") to be used in connection
    with reoffers and resales of Littlefield common stock issued to Littlefield's
    directors as compensation for their services. The Reoffer Prospectus is filed
    as part of this registration statement as required by Form S-8.<br>
    <br>
    <b>PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</b><br>
    <br>
    <b>Item 1 - Plan Information</b><br>
    The document(s) containing the information specified in Part I of Form S-8
    will be sent or given to participants in the Littlefield Corporation 2002
    Stock Option Plan as specified by Rule 428(b)(1) of the Securities Act. These
    documents and the documents incorporated herein by reference pursuant to Item
    3 of Part II of this registration statement, taken together, constitute the
    Plan Prospectus, meeting the requirements of Section 10(a) of the Securities
    Act. The Reoffer Prospectus to be used in connection with sales of common
    stock issued to Littlefield's directors as compensation for their services
    will be used to meet the requirements of Section 10(a) of the Securities Act
    with respect to those securities.<br>
    <br>
    <b>Item 2 - Registrant Information and Employee Plan Information</b><br>
    Upon written or oral request by a participant in the Plan listed in Item 1,
    Littlefield will provide any of the documents incorporated by reference in
    Part II, Item 3 of this registration statement (which documents are incorporated
    by reference into the Plan Prospectus, any documents required to be delivered
    to participants pursuant to Rule 428(b) and other additional information about
    the Plan. All of such documents and information will be available without
    charge. Any and all requests should be directed to Kathryn L. Scanlon, Secretary,
    2501 North Lamar Boulevard, Austin, Texas 78705 (telephone 512-476-5141).<br>
  </p>
  <div align="center"><i><font size="2"><b>Page: I-1</b></font></i><br>
  </div>
  <hr>
  <p align="center"> <b><font size="4"><br>
    REOFFER PROSPECTUS</font></b><br>
  </p>
</div>
<div align="center"><br>
  <b>Littlefield Corporation</b><br>
  <b>2501 North Lamar Blvd.</b><br>
  <b>Austin, Texas 78705</b><br>
  <b>(512) 476-5141</b><br>
</div>
<br>
<div align="center">164,373 SHARES OF COMMON STOCK<br>
</div>
<br>
This reoffer prospectus relates to up to 164,373 shares of the common stock, par
value $0.001 per share, of Littlefield Corporation (&#8220;Littlefield&#8221;)
which may be offered from time to time by the selling shareholders, who are &#8220;affiliates&#8221;
(as that term is defined in Rule 405 of the General Rules and Regulations under
the Securities Act of 1933). The selling shareholders acquired the shares pursuant
to grants as compensation for their services as directors.<br>
<br>
Our stock is traded on the NASDAQ Stock Market (symbol LTFD). On July 1, 2002,
the average of the high and low price of our stock on NASDAQ was $1.17 per share.<br>
<br>
The selling shareholders may offer the shares for sale at prevailing prices on
the NASDAQ Stock Market on the date of sale. They may also sell their shares in
private transactions under Rule 144, pledge their shares from time to time, or
make a gift of the shares.<br>
<br>
We will not receive any proceeds from the sales of the shares by the selling shareholders.
We paid the cost of the preparation of this prospectus and of registration. All
brokerage commission, discounts and other selling expenses will be incurred and
borne by the individual selling shareholders.<br>
<br>
Please read the <i>Risk Factors</i> listed on page 4 of this reoffer prospectus.<br>
<br>
You should only rely on the information incorporated by reference or provided
in this reoffer prospectus or any supplement. Littlefield has not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume that
the information in this reoffer prospectus or any supplement is accurate as of
any date other than the date on the front of this reoffer prospectus.<br>
<br>
<b>Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.</b><br>
<br>
<div align="center"><br>
  July 3, 2002
  <hr>
  <br>
  <br>
  <b>TABLE OF CONTENTS</b><br>
</div>
<br>
<br>
<table border="1" align="center" >
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <b>1 - SUMMARY
      OF THE COMPANY AND THIS OFFERING</b><br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 3<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> 1.1<br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> The Company<br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 3<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> 1.2<br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> The Offering<br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 3<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> <br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> <br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <b>2 - RISK FACTORS</b><br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 4<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> 2.1<br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> We need to grow
      through establishing and acquiring new bingo halls.<br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 4<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> 2.2<br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> We may not be
      able to successfully compete with other bingo operations.<br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 4<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> 2.3<br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> If our president
      leaves, our operations and growth could be slowed.<br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 4<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> 2.4<br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> Our business
      is subject to heavy government regulation.<br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 4<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> 2.5<br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> The sale of large
      amounts or our stock could reduce our stock price.<br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 5<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="41.333323" colspan="1" rowspan="1" valign="top"> <br>
    </td>
    <td width="551.999862" colspan="1" rowspan="1" valign="top"> <br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <b>3 - USE OF
      PROCEEDS</b><br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 5<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <b>4 - SELLING
      SHAREHOLDERS</b><br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 5<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <b>5 - PLAN OF
      DISTRIBUTION</b><br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 6<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <b>6 - INCORPORATION
      BY REFERENCE</b><br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 6<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="593.333185" colspan="2" rowspan="1" valign="top"> <b>7 - INDEMNIFICATION
      OF DIRECTORS AND OFFICERS</b><br>
    </td>
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> 8<br>
    </td>
  </tr>
</table>
<br>
<b>Dealer Prospectus Delivery Obligation:</b><br>
<br>
<b>Until August 12, 2002 (40 days after the date of this prospectus), all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer's obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.</b><br>
<br>
<div align="center">
  <div align="center"><i><font size="2"><b>Page: 2</b></font></i><br>
  </div>
  <hr>
  <b><br>
  <br>
  Littlefield Corporation</b><br>
  <b>2501 North Lamar Blvd.</b><br>
  <b>Austin, Texas 78705</b><br>
  <b>(512) 476-5141</b><br>
  <br>
  <b>164,373 shares of common stock</b><br>
</div>
<br>
<br>
<b>1 - SUMMARY OF THE COMPANY AND THIS OFFERING</b><br>
<br>
This Reoffer Prospectus contains certain forward-looking statements within the
meaning of the federal securities laws. Actual results could differ materially
from those projected in the forward-looking statements due to a number of factors,
including those set forth under "Risk Factors" and elsewhere in this Reoffer Prospectus.<br>
<br>
<b>1.1 The Company</b><br>
<br>
We develop, own and operate charitable bingo halls and gaming and amusement arcades.
We also operate party rental and catering companies. We currently operate 23 charitable
bingo halls in Texas, Alabama, and South Carolina. We own gaming and amusement
locations in Alabama, and in 2001, we acquired custom catering and party event
operations in Austin, Texas. <br>
<br>
<b>1.2 The Offering</b><br>
<br>
<table >
  <tr valign="top">
    <td width="366.666575" colspan="1" rowspan="1" valign="top"> Common stock
      outstanding as of June 10, 2002<br>
    </td>
    <td width="263.999934" colspan="1" rowspan="1" valign="top"> 8,122,152<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="366.666575" colspan="1" rowspan="1" valign="top"> <br>
    </td>
    <td width="263.999934" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="366.666575" colspan="1" rowspan="1" valign="top"> Shares offered
      by selling shareholders<br>
    </td>
    <td width="263.999934" colspan="1" rowspan="1" valign="top"> 164,373<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="366.666575" colspan="1" rowspan="1" valign="top"> <br>
    </td>
    <td width="263.999934" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="366.666575" colspan="1" rowspan="1" valign="top"> Shares offered
      by Littlefield<br>
    </td>
    <td width="263.999934" colspan="1" rowspan="1" valign="top"> None<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="366.666575" colspan="1" rowspan="1" valign="top"> <br>
    </td>
    <td width="263.999934" colspan="1" rowspan="1" valign="top"> <br>
    </td>
  </tr>
  <tr valign="top">
    <td width="366.666575" colspan="1" rowspan="1" valign="top"> Use of Proceeds
    </td>
    <td width="263.999934" colspan="1" rowspan="1" valign="top"> Littlefield will
      not receive any proceeds from the sale of the shares by the selling shareholders.
    </td>
  </tr>
</table>
<p><br>
  The sales may occur in transactions on the NASDAQ Small Cap Market at prevailing
  market prices or in negotiated transactions. We are paying for the expenses
  incurred in registering the Shares, including legal fees.<br>
  <br>
  The shares being sold are "restricted securities" under the Securities Act of
  1933 (the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
  Prospectus has been prepared for the purpose of registering the Shares under
  the 1933 Act to allow for future sales by the selling shareholder to the public
  without restriction. To our knowledge, the selling shareholders have no arrangement
  with any brokerage firm for the sale of the Shares. The selling shareholders
  may be deemed to be "underwriters" within the meaning of the 1933 Act. Any commissions
  received by a broker or dealer in connection with resales of the shares may
  be deemed to be underwriting commissions or discounts under the 1933 Act.<br>
</p>
<div align="center"><i><font size="2"><b>Page: 3</b></font></i><br>
</div>
<hr>
<p> <b><br>
  2 - RISK FACTORS</b><br>
  <br>
  In this section we highlight the risks associated with our business and operations.
  Prospective investors should carefully consider the following risk factors when
  evaluating an investment in the common stock offered by this Prospectus.<br>
  <br>
  <b>2.1 We need to grow through establishing and acquiring new bingo halls.</b><br>
  <br>
  Our success depends on our ability to continue to expand operations through
  the acquisition of bingo halls and the establishment of new halls. Risks related
  to acquisition and expansion include the risk that we could not efficiently
  operate additional halls, existence of undisclosed actual or contingent liabilities
  associated with acquired halls, inability to fund working capital requirements
  of additional halls and inability to locate and/or establish halls which have
  a positive effect on our operations.<br>
  <br>
  <b>2.2 We may not be able to successfully compete with other bingo operations.</b><br>
  <br>
  Our unit of competition is an individual bingo hall. Competition is further
  subdivided by the time of day or night that a bingo hall operates. A bingo hall
  could generally be a daytime hall, a nighttime hall or a late night hall. In
  certain jurisdictions, we would like to operate at all three times &#8211; day/night/late
  night. An individual bingo hall competes within a trade area of approximately
  fifteen (15) miles against other bingo halls operating at the same time. The
  principle methods of competition used, once an ideal location is obtained, include
  providing clean, safe and attractive facilities, creating customer loyalty through
  various marketing efforts, and other promotional programs to stimulate interest
  in not only playing the game of bingo, but in frequenting our bingo locations
  specifically. Our combined industry knowledge also gives us a competitive advantage
  when negotiating with the various charities to use our facilities for their
  operations. We expect to encounter increased competition as we acquire additional
  bingo halls. Other forms of gaming, principally non-charity operations, also
  represent competitive challenges. If we are unable to use our resources to successfully
  compete, our expansion and our future profitability will be harmed.<br>
  <br>
  <b>2.3 If our president leaves, it could slow our operations and growth.</b><br>
  <br>
  Our business will depend on the continued services of our president and chief
  executive officer, Jeffrey L. Minch. We have an employment agreement with Mr.
  Minch which ends in December 2005. Mr. Minch has also personally guaranteed
  loans to the company, totaling more than $500,000 at December 31, 2001. The
  loss of his services would be particularly detrimental in light of his management
  experience and financial commitments on behalf of the company, which has enabled
  us to reduce legal risks, more effectively manage assets and make better acquisition
  decisions over the past two years.<br>
</p>
<div align="center"><i><font size="2"><b>Page: 4</b></font></i><br>
</div>
<hr>
<p><br>
  <b>2.4 Our business is subject to heavy government regulation.</b><br>
  <br>
  In the three states where we currently operate (as well as in the rest of the
  U.S. where bingo is permitted), state and/or local laws regulate bingo halls
  and restrict their operations. Furthermore, regulatory schemes vary widely from
  jurisdiction to jurisdiction. State or local regulations often limit the amount
  of revenues we can generate by limiting the number of sessions, revenues per
  session, number of locations that can be operated and other matters. Our success
  depends on continued compliance with state and local regulations, which could
  change or even prohibit bingo operations in the future.<br>
  <br>
  <b>2.5 The sale of large amounts of our stock could reduce our stock price.</b><br>
  <br>
  A large number of shares of our common stock presently outstanding are currently
  eligible for public sale under the Securities Act of 1933, and registration
  of the shares described in this Reoffer Prospectus will increase that amount.
  Possible or actual sales in the future by existing shareholders could depress
  the price of our stock in the open market.<br>
</p>
<p> <b>3 - USE OF PROCEEDS</b><br>
  <br>
  We will not receive any of the proceeds from the sale of Shares by the selling
  shareholders.<br>
  <br>
  <b>4 - SELLING SHAREHOLDERS</b><br>
  <br>
  The Shares to which this Reoffer Prospectus relates are being registered for
  reoffers and resales by the selling shareholders, who acquired as compensation
  for their services as directors of Littlefield. The selling shareholders may
  resell all, a portion or none of such Shares from time to time.<br>
  <br>
  The table below sets forth with respect to the selling shareholders, based upon
  information available to the Company as of June 10, 2002, the number of Shares
  owned, the number of Shares registered by this Reoffer Prospectus and the number
  and percent of outstanding Shares that will be owned after the sale of the registered
  Shares assuming the sale of all of the registered Shares.<br>
  <br>
</p>
<table border="1" >
  <tr valign="top">
    <td width="179.999955" colspan="1" rowspan="1" valign="bottom">
      <div align="left"><b><u>Shareholder</u><br>
        </b></div>
    </td>
    <td width="155.999961" colspan="1" rowspan="1" valign="bottom">
      <div align="left"><b><u>Relationship to Littlefield</u><br>
        </b></div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="center"><b><u>Shares Owned Before Sale</u><br>
        </b></div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="center"><b><u>Shares Offered in Sale</u><br>
        </b></div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="center"><b><u>Shares Owned After Sale</u><br>
        </b></div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="center"><b><u>Percentage Owned After Sale (1)</u><br>
        </b></div>
    </td>
  </tr>
  <tr valign="top">
    <td width="179.999955" colspan="1" rowspan="1" valign="top"> Daniel Deloney
      <b>(2) </b></td>
    <td width="155.999961" colspan="1" rowspan="1" valign="top"> Director &amp;
      Chairman </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">817,750 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">28,234 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">789,516 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">9.7% </div>
    </td>
  </tr>
  <tr valign="top">
    <td width="179.999955" colspan="1" rowspan="1" valign="top"> Gordon R. McNutt
      <b>(2) </b></td>
    <td width="155.999961" colspan="1" rowspan="1" valign="top"> Director </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">42,500 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">24,500 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">18,000 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="center">* </div>
    </td>
  </tr>
  <tr valign="top">
    <td width="179.999955" colspan="1" rowspan="1" valign="top"> F. Gary Valdez
      <b>(2) </b></td>
    <td width="155.999961" colspan="1" rowspan="1" valign="top"> Director </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">12,819 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">11,639 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right">1,180 </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="center">* </div>
    </td>
  </tr>
  <tr valign="top">
    <td width="179.999955" colspan="1" rowspan="1" valign="bottom"> Jeffrey L.
      Minch <b>(3), (4)</b><br>
    </td>
    <td width="155.999961" colspan="1" rowspan="1" valign="bottom"> Director &amp;
      President<br>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="right"><u>4,423,900</u> </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="right"><u>100,000</u> </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="right"><u>4,323,900</u> </div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="bottom">
      <div align="right"><u>44.9%</u> </div>
    </td>
  </tr>
  <tr valign="top">
    <td width="179.999955" colspan="1" rowspan="1" valign="top"> <b>Total </b></td>
    <td width="155.999961" colspan="1" rowspan="1" valign="top"><b> &nbsp;</b>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right"><b><u>5,296,969</u> </b></div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right"><b><u>164,373</u> </b></div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right"><b><u>5,132,596</u> </b></div>
    </td>
    <td width="89.333311" colspan="1" rowspan="1" valign="top">
      <div align="right"><b><u>53.3%</u> </b></div>
    </td>
  </tr>
</table>
<br>
<b>(1)</b> Based on 8,122,152 shares issued and outstanding on June 10, 2002.
Under SEC rules, we calculate the percentage ownership of each person who owns
exercisable options by adding (1) the number of options for that person to (2)
the number of total shares outstanding, and dividing that result into (3) the
total number of shares and exercisable options owned by that person. An asterisk
(*) indicates less than 1% ownership.<br>
<br>
<div align="center"><i><font size="2"><b>Page: 5</b></font></i><br>
</div>
<hr>
<b><br>
<br>
(2) </b>The shares being registered for sale by the three non-employee directors
were issued as compensation for their service on the board of directors.<br>
<br>
<b>(3) </b>Mr. Minch owns 2,923,900 shares and has received an option to purchase
an additional 1,500,000 shares of Littlefield's common stock pursuant to the 2002
Employee Stock Option Plan, for the total of 4,423,900 shares shown in the foregoing
table. The shares underlying the options, together with the remaining shares issuable
under the 2002 Employee Stock Option Plan, are also being registered pursuant
to this registration statement, but they are not included in this prospectus or
the above Selling Shareholders' table. The shares being registered for Mr. Minch
and included in the above table were issued to Mr. Minch pursuant to his 1999
employment agreement with the company, for achieving a performance goal.<br>
<br>
<b>(4) </b>Although Mr. Minch's compensatory shares are being registered along
with those of the other directors, Mr. Minch does not presently intend to sell
his shares.<br>
<br>
<b>5 - PLAN OF DISTRIBUTION</b><br>
<br>
The selling shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the NASDAQ Small Cap Market
System maintained by NASDAQ, or other exchange, in a negotiated transaction or
in a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices otherwise
negotiated. The selling shareholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the selling
shareholders and/or the purchasers of the Shares for whom such broker-dealers
may act as agent (which compensation may be less than or in excess of customary
commissions).<br>
<br>
The selling shareholders and any broker-dealers that participate in the distribution
of the Shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the 1933 Act, and any commissions received by them and any profit on
the resale of the Shares sold by them may be deemed to be underwriting discounts
and commissions under the 1933 Act. All selling and other expenses incurred by
the selling shareholders will be borne by the selling shareholders. In addition
to any Shares sold pursuant to this prospectus, the selling shareholders may,
at the same time, sell any shares of common stock, including the Shares, owned
by him or her in compliance with all of the requirements of Rule 144, regardless
of whether such shares are covered by this Reoffer Prospectus.<br>
<br>
Neither Littlefield nor the selling shareholders can be sure that the selling
shareholders will sell all or any portion of the Shares offered.<br>
<br>
<div align="center"><i><font size="2"><b>Page: 6</b></font></i><br>
</div>
<hr>
<p><br>
  Littlefield will pay all expenses in connection with this offering including
  the legal fees incurred in connection with the preparation of this registration
  statement and will not receive any proceeds from sales of any Shares by the
  selling shareholders.<br>
  <br>
  <b>6 - INCORPORATION BY REFERENCE</b><br>
  <br>
  The SEC allows Littlefield to "incorporate by reference" information into this
  Reoffer Prospectus, which means that it can disclose important information to
  you by referring you to another document filed separately with the SEC. The
  information incorporated by reference is deemed to be part of this Reoffer Prospectus,
  except for any information superseded by information in this Reoffer Prospectus.<br>
  <br>
  The following documents filed by Littlefield (SEC file number 000-13530) with
  the Commission are hereby incorporated by reference:</p>
<blockquote>
  <blockquote>
    <p>- Form 10-KSB for fiscal year ended December 31, 2001, filed with the Commission
      on March 22, 2002;<br>
      <br>
      - Form 10-QSB for the fiscal quarter ended March 31, 2002, filed with the
      Commission on May 14, 2002;<br>
      <br>
      - the description of the Registrant's Common Stock contained in the Registration
      Statement on Form 8-A filed on December 13, 1994, under Section 12 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
      any amendments or reports filed for the purpose of updating such description;
      and<br>
      <br>
      - the Proxy Statement for the 2002 Annual Meeting of Shareholders, which
      is included in the Definitive Schedule 14A filed with the Commission on
      March 22, 2002.</p>
  </blockquote>
</blockquote>
<p>All documents subsequently filed by Littlefield pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be incorporated
  by reference in this registration statement and to be a part hereof from the
  date of filing of such documents. The statements in this document will modify
  and supersede any inconsistent statements contained in a document incorporated
  or deemed incorporated in this prospectus. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this prospectus.<br>
  <br>
  Any statement contained in a document incorporated or deemed to be incorporated
  by reference in this Prospectus, or made herein, is modified or superseded for
  purposes of this Prospectus to the extent that a statement contained in this
  registration statement or in any subsequently filed document, which also is
  incorporated by reference, modifies or supersedes the statement. Any statement
  that is modified or superseded does not, except as modified or superseded, constitute
  a part of this Prospectus.<br>
</p>
<div align="center"><i><font size="2"><b>Page: 7</b></font></i><br>
</div>
<hr>
<br>
Littlefield will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed
to Jeffrey Minch at Littlefield's executive offices, located at 2501 Lamar Blvd.,
Austin, Texas 78705. Littlefield's telephone number is (512) 476-5141. Our website
address is www.littlefield.com.<br>
<br>
Littlefield files annual, quarterly and period reports, proxy statements and other
information with the Securities and Exchange Commission using the SEC's EDGAR
system. The SEC maintains a site on the Internet at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding us and
other registrants that file reports electronically with the SEC. You may read
and copy any materials that Littlefield files with the SEC at its Public Reference
Room at 450 5th Street, N.W., Washington, D.C. 20549. Littlefield&#8217;s common
stock is listed on the NASDAQ Stock Market, under the symbol <i>LTFD</i>. Please
call the SEC at 1-800-SEC-0330 for further information about their public reference
rooms. <br>
<br>
Littlefield furnishes its shareholders with a copy of its annual report on Form
10-KSB, which contains audited financial statements, and such other reports as
Littlefield, from time to time, deems appropriate or as may be required by law.
Littlefield uses the calendar year as our fiscal year.<br>
<br>
You should rely only on the information contained in this document or to which
Littlefield has referred you. Littlefield has not authorized anyone to provide
you with information that is inconsistent with information contained in this document
or any document incorporated herein. This prospectus is not an offer to sell these
securities in any state where the offer or sale of these securities is not permitted.
The information in this prospectus is current as of the date it is mailed to security
holders, and not necessarily as of any later date. If any material change occurs
during the period that this prospectus is required to be delivered, this prospectus
will be supplemented or amended.<br>
<br>
<b>7 - INDEMNIFICATION OF DIRECTORS AND OFFICERS</b><br>
<br>
Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify directors and officers as well as other employees and individuals
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement in connection with various actions, suits or proceedings, whether
civil, criminal, administrative or investigative other than an action by or in
the right of the corporation, a derivative action, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
they had no reasonable cause to believe their conduct was unlawful. A similar
standard is applicable in the case of derivative actions, except that indemnification
only extends to expenses including attorneys' fees incurred in connection with
the defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's bylaws,
disinterested director vote, stockholder vote, agreement or otherwise. <br>
<br>
<div align="center"><i><font size="2"><b>Page: 8</b></font></i><br>
</div>
<hr>
<br>
Our Bylaws provide that we shall indemnify its directors, officers, employees
and agents to the fullest extent permitted by the general corporation law of Delaware
and our Certificate of Incorporation.<br>
<br>
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of action,
suit or claim that, but for such provision, would accrue or arise before such
amendment or repeal.<br>
<br>
The Securities and Exchange Commission has stated that, in its opinion, indemnification
of officers and directors for violations of federal securities laws is unenforceable
and void as a matter of public policy.<br>
<br>
<div align="center"><i><font size="2"><b>Page: 9</b></font></i><br>
</div>
<hr>
<p><br>
  <b>PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b><br>
  <br>
  <b>Item 3 Incorporation of Documents by Reference.</b><br>
  <br>
  The following documents filed by the Company (SEC file number 000-13530) with
  the Commission are hereby incorporated by reference:</p>
<blockquote>
  <blockquote>
    <p><br>
      - Form 10-KSB for fiscal year ended December 31, 2001, filed with the Commission
      on March 22, 2002;<br>
      <br>
      - Form 10-QSB for the fiscal quarter ended March 31, 2002, filed with the
      Commission on May 14, 2002.<br>
      <br>
      - the description of the Registrant's Common Stock contained in the Registration
      Statement on Form 8-A filed with the Commission on December 13, 1994.<br>
      <br>
      - the Proxy Statement for the 2002 Annual Meeting of Shareholders, filed
      with the Commission with Littlefield's Definitive Schedule 14A on March
      22, 2002.</p>
  </blockquote>
</blockquote>
<p><br>
  All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be incorporated
  by reference in this registration statement and to be a part hereof from the
  date of filing of such documents. The statements in this document will modify
  and supercede any inconsistent statements contained in a document incorporated
  or deemed incorporated in this prospectus. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this prospectus.<br>
  <br>
  <b>ITEM 4. - DESCRIPTION OF SECURITIES</b><br>
  <br>
  Not applicable. <br>
  <b><br>
  ITEM 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL.</b><br>
  <br>
  None.<br>
  <br>
  <b>ITEM 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS.</b><br>
  <br>
  Section 145 of the Delaware General Corporation Law provides that a corporation
  may indemnify directors and officers as well as other employees and individuals
  against expenses, including attorneys' fees, judgments, fines and amounts paid
  in settlement in connection with various actions, suits or proceedings, whether
  civil, criminal, administrative or investigative other than an action by or
  in the right of the corporation, a derivative action, if they acted in good
  faith and in a manner they reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action
  or proceeding, if they had no reasonable cause to believe their conduct was
  unlawful. A similar standard is applicable in the case of derivative actions,
  except that indemnification only extends to expenses including attorneys' fees
  incurred in connection with the defense or settlement of such actions, and the
  statute requires court approval before there can be any indemnification where
  the person seeking indemnification has been found liable to the corporation.
  The statute provides that it is not exclusive of other indemnification that
  may be granted by a corporation's by-laws, disinterested director vote, stockholder
  vote, agreement or otherwise. <br>
</p>
<div align="center"><i><font size="2"><b>Page: II-1</b></font></i><br>
</div>
<hr>
<br>
Littlefield's By-laws provide that Littlefield shall indemnify its directors,
officers, employees and agents to the fullest extent permitted by the general
corporation law of Delaware and the Certificate of Incorporation.<br>
<br>
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of action,
suit or claim that, but for such provision, would accrue or arise before such
amendment or repeal.<br>
<br>
The Securities and Exchange Commission has stated that, in its opinion, indemnification
of officers and directors for violations of federal securities laws is unenforceable
and void as a matter of public policy.<br>
<br>
<b>ITEM 7. - EXEMPTION FROM REGISTRATION CLAIMED.</b><br>
<br>
Not applicable.<br>
<br>
<b>ITEM 8. - EXHIBITS.</b><br>
<br>
The following exhibits are filed as part of this Registration Statement: <br>
<br>
Certain of the Exhibits set forth in the following index are incorporated by reference.<br>
<br>
<table border="1" >
  <tr valign="top">
    <td width="71.999982" colspan="1" rowspan="1" valign="top"> 5.1*<br>
    </td>
    <td width="575.999856" colspan="1" rowspan="1" valign="top"> Opinion of Strasburger
      &amp; Price, L.L.P. regarding legality of the Common Stock being registered<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="71.999982" colspan="1" rowspan="1" valign="top"> 23.1*<br>
    </td>
    <td width="575.999856" colspan="1" rowspan="1" valign="top"> Consent of Accountant<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="71.999982" colspan="1" rowspan="1" valign="top"> 23.2*<br>
    </td>
    <td width="575.999856" colspan="1" rowspan="1" valign="top"> Consent of Strasburger
      &amp; Price, L.L.P. (included in opinion filed as Exhibit 5.1)<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="71.999982" colspan="1" rowspan="1" valign="top"> 24.1*<br>
    </td>
    <td width="575.999856" colspan="1" rowspan="1" valign="top"> Power of Attorney
      (see signature page)<br>
    </td>
  </tr>
  <tr valign="top">
    <td width="71.999982" colspan="1" rowspan="1" valign="top"> 99.1<br>
    </td>
    <td width="575.999856" colspan="1" rowspan="1" valign="top"> Littlefield Corporation
      2002 Stock Option Plan (incorporated by reference to Exhibit A to the Definitive
      Schedule 14A and Proxy Statement filed with the SEC by the corporation on
      March 22, 2002)<br>
    </td>
  </tr>
</table>
<br>
----------<br>
* Filed with this Form S-8.<br>
<br>
<div align="center"><i><font size="2"><b>Page: II-2</b></font></i><br>
</div>
<hr>
<p><b>ITEM 9. UNDERTAKINGS. </b><br>
  <br>
  The undersigned registrant undertakes:</p>
<blockquote>
  <p>(a) To file, during any period in which it offers or sells securities, a
    post-effective amendment to this registration statement to:</p>
  <blockquote>
    <blockquote>
      <p>(1) include any prospectus required by section 10(a)(3) of the Securities
        Act.<br>
        <br>
        (2) reflect in the prospectus any facts or events which, individually
        or together, represent a fundamental change in the information in the
        registration statement; and notwithstanding the forgoing, any increase
        or decrease in volume of securities offered (if the total dollar value
        of securities offered would not exceed that which was registered) and
        any deviation from the low or high end of the estimated maximum offering
        range may be reflected in the form of prospects filed with the Commission
        as required by to Rule 424(b) if, in the aggregate, the changes in the
        volume and price represent no more than a 20% change in the maximum aggregate
        offering price set forth in the "Calculation of Registration Fee" table
        in the effective registration statement.<br>
        <br>
        (3) To include any additional or changed material information on the plan
        of distribution.</p>
    </blockquote>
  </blockquote>
  <p>(b) That, for determining liability under the Securities Act of 1933, the
    Registrant will treat each post-effective amendment as a new registration
    statement of the securities offered, and the offering of the securities at
    that time to be the initial bona fide offering.<br>
    <br>
    (c) To remove from registration by means of a post-effective amendment any
    of the securities that remain unsold at the end of the offering.</p>
</blockquote>
<p>The undersigned Registrant undertakes that, for the purposes of determining
  any liability under the Securities Act of 1933, each filing of the Registrant's
  annual report as required by Section 13(a) or 15(d) of the Securities Exchange
  Act of 1934 shall be deemed to be a new registration statement relating to the
  securities offered herein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.<br>
  <br>
  Because indemnification for liabilities arising under the Securities Act of
  1933 may be permitted for directors, officers, and controlling persons of the
  Registrant according to the provisions set forth or described in Item 6 of this
  Registration Statement, or otherwise, the Registrant has been advised that in
  the opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Securities Act of 1933 and is, therefore,
  unenforceable. If a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by a director,
  officer or controlling person of the Registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the Registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.<br>
</p>
<div align="center"><i><font size="2"><b>Page: II-3</b></font></i><br>
</div>
<hr>
<div align="center">
  <p><br>
    <b>SIGNATURES</b></p>
  <p align="left"><br>
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements for filing on Form S-8 and has duly caused this Registration
    Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
    in the City of Austin, State of Texas, on July 3, 2002. <br>
  </p>
  <p align="left"> <b>Littlefield Corporation</b><br>
    <br>
  </p>
</div>
<table >
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <b>By:</b><br>
    </td>
    <td width="371.999907" colspan="1" rowspan="1" valign="top"> <u><i>/s/ Jeffrey
      L. Minch </i></u></td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top">&nbsp; </td>
    <td width="371.999907" colspan="1" rowspan="1" valign="top">Jeffrey L. Minch,
      President and Chief Executive Officer </td>
  </tr>
</table>
<br>
<div align="center">
  <p>&nbsp;</p>
  <p><b><u>POWER OF ATTORNEY</u></b><br>
  </p>
</div>
<br>
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors
of Littlefield Corporation, a Delaware corporation, for himself and not for one
another, does hereby constitute and appoint Jeffrey L. Minch, a true and lawful
attorney in his name, place and stead, in any and all capacities, to sign his
name to any and all amendments, including post-effective amendments, to this Registration
Statement, and to sign a Registration Statement pursuant to Section 462(b) of
the Securities Act of 1933, and to cause the same (together with all Exhibits
thereto) to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and each
of the undersigned for himself hereby ratifies and confirms all that said attorneys
or any one of them shall lawfully do or cause to be done by virtue hereof. <br>
<br>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on July 3, 2002 by the following persons in the
capacities indicated. <br>
<br>
<br>
<table >
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <b>By: </b></td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> <u><i>/s/ Jeffrey
      L. Minch </i></u></td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> Jeffrey L. Minch,
      Director, President and Chief Executive Officer </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top">&nbsp; </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <b>By:<br>
      </b></td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"><i><u> /s/ Kathy
      Scanlon</u></i></td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> Kathy Scanlon,
      Secretary and Treasurer (Chief Accounting Officer) </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top">&nbsp; </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <b>By: </b></td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> <i><u>/s/ Daniel
      W. Deloney </u></i></td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> Daniel W. Deloney,
      Director </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top">&nbsp; </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <b>By:<br>
      </b></td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> <i><u>/s/ Gordon
      McNutt</u></i></td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> Gordon McNutt,
      Director </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top">&nbsp; </td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"> <b>By:<br>
      </b></td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> <i><u>/s/ F.
      Gary Valdez</u></i></td>
  </tr>
  <tr valign="top">
    <td width="47.999988" colspan="1" rowspan="1" valign="top"><b></b> </td>
    <td width="485.333212" colspan="1" rowspan="1" valign="top"> F. Gary Valdez,
      Director </td>
  </tr>
</table>
<br>
<div align="center"><i><font size="2"><b>Page: II-4</b></font></i><br>
</div>
<hr>
<hr>
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "ltfds8-july2002.htm", "description": "LITTLEFIELD CORPORATION S-8, JULY 2002", "secsgml_size_bytes": 56440}]
{"company-data": {"conformed-name": "LITTLEFIELD CORP", "cik": "0000931683", "assigned-sic": "7990", "irs-number": "742723809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92060", "film-number": "02697609"}, "business-address": {"street1": "2501 NORTH LAMAR BLVD.", "street2": "ATTN: SEC COMPLIANCE", "city": "AUSTIN", "state": "TX", "zip": "78705", "phone": "5124765141"}, "mail-address": {"street1": "2501 NORTH LAMAR BLVD.", "street2": "ATTN: SEC COMPLIANCE", "city": "AUSTIN", "state": "TX", "zip": "78705"}, "former-company": {"former-conformed-name": "AMERICAN BINGO & GAMING CORP", "date-changed": "19941020"}}
Littlefield Corporation, S-8, july 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Littlefield Corporation
(Exact name of registrant as specified in its charter)
Delaware
74-2723809
(State or jurisdiction of incorporation or organization)
(I.R.S. Employer
Identification No)
2501 North Lamar Blvd.
Austin, Texas 78705
(512) 476-5141
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Full Title of Plans:
Littlefield Corporation 2002 Stock Option Plan
Compensatory Stock Awards
(Full title of the plans)
Jeffrey L. Minch
President and Chief Executive Officer
2501 North Lamar Boulevard
Austin, Texas 78705
(512) 476-5141
(Name, address and telephone number of agent for service)
Copy to:
Lee Polson
Strasburger & Price, LLP
600 Congress Avenue, Suite 2600
Austin, Texas 78701
(512) 499-3600
CALCULATION OF REGISTRATION FEE
Under the 2002 Stock Option Plan:
Title of Securities to be Registered
Amount To Be Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum Aggregate Offering Price
Amount Of Registration Fee
Common Stock
(3),
      (4)
3,000,000
$ 1.17
$ 3,510,000
$ 877.50
Common Stock
(5)
164,373
1.17
192,316
48.08
Total
3,164,373
$ 3,702,316
$ 925.58
(1)
Includes an indeterminate number of additional shares which may be
  necessary to adjust the number of shares reserved for issuance pursuant to the
  plans as the result of any future stock split, stock dividend or similar adjustment
  of the Registrant's outstanding Common Stock.
(2)
The offering price and amount of fee for these shares were computed
  based on the average of the high and low prices of our common stock as reported
  by Nasdaq on July 1, 2002.
(3)
In addition, pursuant to Rule 416(c) under the Securities Act of
  1933, this registration statement also covers an indeterminate amount of interests
  to be offered or sold pursuant to the employee benefit plan described herein.
(4)
These shares underlie options issuable under the Littlefield 2002
  Stock Option Plan.
(5)
These shares were issued to directors of Littlefield as compensation
  for their services.
Page: ii
Explanatory Note
This registration statement includes two parts. The documents constituting
    the prospectus under Part I of this registration statement for the Littlefield
    Corporation 2002 Stock Option Plan (the "Plan Prospectus") will be sent or
    given to participants in the Stock Option Plan as specified by Rule 428(b)
    under the Securities Act of 1933 (the "Securities Act"). The Plan Prospectus
    has been omitted from this registration statement as permitted by Part I of
    Form S-8. The second prospectus (the "Reoffer Prospectus") to be used in connection
    with reoffers and resales of Littlefield common stock issued to Littlefield's
    directors as compensation for their services. The Reoffer Prospectus is filed
    as part of this registration statement as required by Form S-8.
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1 - Plan Information
The document(s) containing the information specified in Part I of Form S-8
    will be sent or given to participants in the Littlefield Corporation 2002
    Stock Option Plan as specified by Rule 428(b)(1) of the Securities Act. These
    documents and the documents incorporated herein by reference pursuant to Item
    3 of Part II of this registration statement, taken together, constitute the
    Plan Prospectus, meeting the requirements of Section 10(a) of the Securities
    Act. The Reoffer Prospectus to be used in connection with sales of common
    stock issued to Littlefield's directors as compensation for their services
    will be used to meet the requirements of Section 10(a) of the Securities Act
    with respect to those securities.
Item 2 - Registrant Information and Employee Plan Information
Upon written or oral request by a participant in the Plan listed in Item 1,
    Littlefield will provide any of the documents incorporated by reference in
    Part II, Item 3 of this registration statement (which documents are incorporated
    by reference into the Plan Prospectus, any documents required to be delivered
    to participants pursuant to Rule 428(b) and other additional information about
    the Plan. All of such documents and information will be available without
    charge. Any and all requests should be directed to Kathryn L. Scanlon, Secretary,
    2501 North Lamar Boulevard, Austin, Texas 78705 (telephone 512-476-5141).
Page: I-1
REOFFER PROSPECTUS
Littlefield Corporation
2501 North Lamar Blvd.
Austin, Texas 78705
(512) 476-5141
164,373 SHARES OF COMMON STOCK
This reoffer prospectus relates to up to 164,373 shares of the common stock, par
value $0.001 per share, of Littlefield Corporation ("Littlefield")
which may be offered from time to time by the selling shareholders, who are "affiliates"
(as that term is defined in Rule 405 of the General Rules and Regulations under
the Securities Act of 1933). The selling shareholders acquired the shares pursuant
to grants as compensation for their services as directors.
Our stock is traded on the NASDAQ Stock Market (symbol LTFD). On July 1, 2002,
the average of the high and low price of our stock on NASDAQ was $1.17 per share.
The selling shareholders may offer the shares for sale at prevailing prices on
the NASDAQ Stock Market on the date of sale. They may also sell their shares in
private transactions under Rule 144, pledge their shares from time to time, or
make a gift of the shares.
We will not receive any proceeds from the sales of the shares by the selling shareholders.
We paid the cost of the preparation of this prospectus and of registration. All
brokerage commission, discounts and other selling expenses will be incurred and
borne by the individual selling shareholders.
Please read the
Risk Factors
listed on page 4 of this reoffer prospectus.
You should only rely on the information incorporated by reference or provided
in this reoffer prospectus or any supplement. Littlefield has not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume that
the information in this reoffer prospectus or any supplement is accurate as of
any date other than the date on the front of this reoffer prospectus.
Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
July 3, 2002
TABLE OF CONTENTS
1 - SUMMARY
      OF THE COMPANY AND THIS OFFERING
3
1.1
The Company
3
1.2
The Offering
3
2 - RISK FACTORS
4
2.1
We need to grow
      through establishing and acquiring new bingo halls.
4
2.2
We may not be
      able to successfully compete with other bingo operations.
4
2.3
If our president
      leaves, our operations and growth could be slowed.
4
2.4
Our business
      is subject to heavy government regulation.
4
2.5
The sale of large
      amounts or our stock could reduce our stock price.
5
3 - USE OF
      PROCEEDS
5
4 - SELLING
      SHAREHOLDERS
5
5 - PLAN OF
      DISTRIBUTION
6
6 - INCORPORATION
      BY REFERENCE
6
7 - INDEMNIFICATION
      OF DIRECTORS AND OFFICERS
8
Dealer Prospectus Delivery Obligation:
Until August 12, 2002 (40 days after the date of this prospectus), all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer's obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.
Page: 2
Littlefield Corporation
2501 North Lamar Blvd.
Austin, Texas 78705
(512) 476-5141
164,373 shares of common stock
1 - SUMMARY OF THE COMPANY AND THIS OFFERING
This Reoffer Prospectus contains certain forward-looking statements within the
meaning of the federal securities laws. Actual results could differ materially
from those projected in the forward-looking statements due to a number of factors,
including those set forth under "Risk Factors" and elsewhere in this Reoffer Prospectus.
1.1 The Company
We develop, own and operate charitable bingo halls and gaming and amusement arcades.
We also operate party rental and catering companies. We currently operate 23 charitable
bingo halls in Texas, Alabama, and South Carolina. We own gaming and amusement
locations in Alabama, and in 2001, we acquired custom catering and party event
operations in Austin, Texas.
1.2 The Offering
Common stock
      outstanding as of June 10, 2002
8,122,152
Shares offered
      by selling shareholders
164,373
Shares offered
      by Littlefield
None
Use of Proceeds
Littlefield will
      not receive any proceeds from the sale of the shares by the selling shareholders.
The sales may occur in transactions on the NASDAQ Small Cap Market at prevailing
  market prices or in negotiated transactions. We are paying for the expenses
  incurred in registering the Shares, including legal fees.
The shares being sold are "restricted securities" under the Securities Act of
  1933 (the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
  Prospectus has been prepared for the purpose of registering the Shares under
  the 1933 Act to allow for future sales by the selling shareholder to the public
  without restriction. To our knowledge, the selling shareholders have no arrangement
  with any brokerage firm for the sale of the Shares. The selling shareholders
  may be deemed to be "underwriters" within the meaning of the 1933 Act. Any commissions
  received by a broker or dealer in connection with resales of the shares may
  be deemed to be underwriting commissions or discounts under the 1933 Act.
Page: 3
2 - RISK FACTORS
In this section we highlight the risks associated with our business and operations.
  Prospective investors should carefully consider the following risk factors when
  evaluating an investment in the common stock offered by this Prospectus.
2.1 We need to grow through establishing and acquiring new bingo halls.
Our success depends on our ability to continue to expand operations through
  the acquisition of bingo halls and the establishment of new halls. Risks related
  to acquisition and expansion include the risk that we could not efficiently
  operate additional halls, existence of undisclosed actual or contingent liabilities
  associated with acquired halls, inability to fund working capital requirements
  of additional halls and inability to locate and/or establish halls which have
  a positive effect on our operations.
2.2 We may not be able to successfully compete with other bingo operations.
Our unit of competition is an individual bingo hall. Competition is further
  subdivided by the time of day or night that a bingo hall operates. A bingo hall
  could generally be a daytime hall, a nighttime hall or a late night hall. In
  certain jurisdictions, we would like to operate at all three times – day/night/late
  night. An individual bingo hall competes within a trade area of approximately
  fifteen (15) miles against other bingo halls operating at the same time. The
  principle methods of competition used, once an ideal location is obtained, include
  providing clean, safe and attractive facilities, creating customer loyalty through
  various marketing efforts, and other promotional programs to stimulate interest
  in not only playing the game of bingo, but in frequenting our bingo locations
  specifically. Our combined industry knowledge also gives us a competitive advantage
  when negotiating with the various charities to use our facilities for their
  operations. We expect to encounter increased competition as we acquire additional
  bingo halls. Other forms of gaming, principally non-charity operations, also
  represent competitive challenges. If we are unable to use our resources to successfully
  compete, our expansion and our future profitability will be harmed.
2.3 If our president leaves, it could slow our operations and growth.
Our business will depend on the continued services of our president and chief
  executive officer, Jeffrey L. Minch. We have an employment agreement with Mr.
  Minch which ends in December 2005. Mr. Minch has also personally guaranteed
  loans to the company, totaling more than $500,000 at December 31, 2001. The
  loss of his services would be particularly detrimental in light of his management
  experience and financial commitments on behalf of the company, which has enabled
  us to reduce legal risks, more effectively manage assets and make better acquisition
  decisions over the past two years.
Page: 4
2.4 Our business is subject to heavy government regulation.
In the three states where we currently operate (as well as in the rest of the
  U.S. where bingo is permitted), state and/or local laws regulate bingo halls
  and restrict their operations. Furthermore, regulatory schemes vary widely from
  jurisdiction to jurisdiction. State or local regulations often limit the amount
  of revenues we can generate by limiting the number of sessions, revenues per
  session, number of locations that can be operated and other matters. Our success
  depends on continued compliance with state and local regulations, which could
  change or even prohibit bingo operations in the future.
2.5 The sale of large amounts of our stock could reduce our stock price.
A large number of shares of our common stock presently outstanding are currently
  eligible for public sale under the Securities Act of 1933, and registration
  of the shares described in this Reoffer Prospectus will increase that amount.
  Possible or actual sales in the future by existing shareholders could depress
  the price of our stock in the open market.
3 - USE OF PROCEEDS
We will not receive any of the proceeds from the sale of Shares by the selling
  shareholders.
4 - SELLING SHAREHOLDERS
The Shares to which this Reoffer Prospectus relates are being registered for
  reoffers and resales by the selling shareholders, who acquired as compensation
  for their services as directors of Littlefield. The selling shareholders may
  resell all, a portion or none of such Shares from time to time.
The table below sets forth with respect to the selling shareholders, based upon
  information available to the Company as of June 10, 2002, the number of Shares
  owned, the number of Shares registered by this Reoffer Prospectus and the number
  and percent of outstanding Shares that will be owned after the sale of the registered
  Shares assuming the sale of all of the registered Shares.
Shareholder
Relationship to Littlefield
Shares Owned Before Sale
Shares Offered in Sale
Shares Owned After Sale
Percentage Owned After Sale (1)
Daniel Deloney
(2)
Director &
      Chairman
817,750
28,234
789,516
9.7%
Gordon R. McNutt
(2)
Director
42,500
24,500
18,000
*
F. Gary Valdez
(2)
Director
12,819
11,639
1,180
*
Jeffrey L.
      Minch
(3), (4)
Director &
      President
4,423,900
100,000
4,323,900
44.9%
Total
5,296,969
164,373
5,132,596
53.3%
(1)
Based on 8,122,152 shares issued and outstanding on June 10, 2002.
Under SEC rules, we calculate the percentage ownership of each person who owns
exercisable options by adding (1) the number of options for that person to (2)
the number of total shares outstanding, and dividing that result into (3) the
total number of shares and exercisable options owned by that person. An asterisk
(*) indicates less than 1% ownership.
Page: 5
(2)
The shares being registered for sale by the three non-employee directors
were issued as compensation for their service on the board of directors.
(3)
Mr. Minch owns 2,923,900 shares and has received an option to purchase
an additional 1,500,000 shares of Littlefield's common stock pursuant to the 2002
Employee Stock Option Plan, for the total of 4,423,900 shares shown in the foregoing
table. The shares underlying the options, together with the remaining shares issuable
under the 2002 Employee Stock Option Plan, are also being registered pursuant
to this registration statement, but they are not included in this prospectus or
the above Selling Shareholders' table. The shares being registered for Mr. Minch
and included in the above table were issued to Mr. Minch pursuant to his 1999
employment agreement with the company, for achieving a performance goal.
(4)
Although Mr. Minch's compensatory shares are being registered along
with those of the other directors, Mr. Minch does not presently intend to sell
his shares.
5 - PLAN OF DISTRIBUTION
The selling shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the NASDAQ Small Cap Market
System maintained by NASDAQ, or other exchange, in a negotiated transaction or
in a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices otherwise
negotiated. The selling shareholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the selling
shareholders and/or the purchasers of the Shares for whom such broker-dealers
may act as agent (which compensation may be less than or in excess of customary
commissions).
The selling shareholders and any broker-dealers that participate in the distribution
of the Shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the 1933 Act, and any commissions received by them and any profit on
the resale of the Shares sold by them may be deemed to be underwriting discounts
and commissions under the 1933 Act. All selling and other expenses incurred by
the selling shareholders will be borne by the selling shareholders. In addition
to any Shares sold pursuant to this prospectus, the selling shareholders may,
at the same time, sell any shares of common stock, including the Shares, owned
by him or her in compliance with all of the requirements of Rule 144, regardless
of whether such shares are covered by this Reoffer Prospectus.
Neither Littlefield nor the selling shareholders can be sure that the selling
shareholders will sell all or any portion of the Shares offered.
Page: 6
Littlefield will pay all expenses in connection with this offering including
  the legal fees incurred in connection with the preparation of this registration
  statement and will not receive any proceeds from sales of any Shares by the
  selling shareholders.
6 - INCORPORATION BY REFERENCE
The SEC allows Littlefield to "incorporate by reference" information into this
  Reoffer Prospectus, which means that it can disclose important information to
  you by referring you to another document filed separately with the SEC. The
  information incorporated by reference is deemed to be part of this Reoffer Prospectus,
  except for any information superseded by information in this Reoffer Prospectus.
The following documents filed by Littlefield (SEC file number 000-13530) with
  the Commission are hereby incorporated by reference:
- Form 10-KSB for fiscal year ended December 31, 2001, filed with the Commission
      on March 22, 2002;
- Form 10-QSB for the fiscal quarter ended March 31, 2002, filed with the
      Commission on May 14, 2002;
- the description of the Registrant's Common Stock contained in the Registration
      Statement on Form 8-A filed on December 13, 1994, under Section 12 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
      any amendments or reports filed for the purpose of updating such description;
      and
- the Proxy Statement for the 2002 Annual Meeting of Shareholders, which
      is included in the Definitive Schedule 14A filed with the Commission on
      March 22, 2002.
All documents subsequently filed by Littlefield pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be incorporated
  by reference in this registration statement and to be a part hereof from the
  date of filing of such documents. The statements in this document will modify
  and supersede any inconsistent statements contained in a document incorporated
  or deemed incorporated in this prospectus. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this prospectus.
Any statement contained in a document incorporated or deemed to be incorporated
  by reference in this Prospectus, or made herein, is modified or superseded for
  purposes of this Prospectus to the extent that a statement contained in this
  registration statement or in any subsequently filed document, which also is
  incorporated by reference, modifies or supersedes the statement. Any statement
  that is modified or superseded does not, except as modified or superseded, constitute
  a part of this Prospectus.
Page: 7
Littlefield will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed
to Jeffrey Minch at Littlefield's executive offices, located at 2501 Lamar Blvd.,
Austin, Texas 78705. Littlefield's telephone number is (512) 476-5141. Our website
address is www.littlefield.com.
Littlefield files annual, quarterly and period reports, proxy statements and other
information with the Securities and Exchange Commission using the SEC's EDGAR
system. The SEC maintains a site on the Internet at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding us and
other registrants that file reports electronically with the SEC. You may read
and copy any materials that Littlefield files with the SEC at its Public Reference
Room at 450 5th Street, N.W., Washington, D.C. 20549. Littlefield's common
stock is listed on the NASDAQ Stock Market, under the symbol
LTFD
. Please
call the SEC at 1-800-SEC-0330 for further information about their public reference
rooms.
Littlefield furnishes its shareholders with a copy of its annual report on Form
10-KSB, which contains audited financial statements, and such other reports as
Littlefield, from time to time, deems appropriate or as may be required by law.
Littlefield uses the calendar year as our fiscal year.
You should rely only on the information contained in this document or to which
Littlefield has referred you. Littlefield has not authorized anyone to provide
you with information that is inconsistent with information contained in this document
or any document incorporated herein. This prospectus is not an offer to sell these
securities in any state where the offer or sale of these securities is not permitted.
The information in this prospectus is current as of the date it is mailed to security
holders, and not necessarily as of any later date. If any material change occurs
during the period that this prospectus is required to be delivered, this prospectus
will be supplemented or amended.
7 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify directors and officers as well as other employees and individuals
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement in connection with various actions, suits or proceedings, whether
civil, criminal, administrative or investigative other than an action by or in
the right of the corporation, a derivative action, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
they had no reasonable cause to believe their conduct was unlawful. A similar
standard is applicable in the case of derivative actions, except that indemnification
only extends to expenses including attorneys' fees incurred in connection with
the defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
Page: 8
Our Bylaws provide that we shall indemnify its directors, officers, employees
and agents to the fullest extent permitted by the general corporation law of Delaware
and our Certificate of Incorporation.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of action,
suit or claim that, but for such provision, would accrue or arise before such
amendment or repeal.
The Securities and Exchange Commission has stated that, in its opinion, indemnification
of officers and directors for violations of federal securities laws is unenforceable
and void as a matter of public policy.
Page: 9
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference.
The following documents filed by the Company (SEC file number 000-13530) with
  the Commission are hereby incorporated by reference:
- Form 10-KSB for fiscal year ended December 31, 2001, filed with the Commission
      on March 22, 2002;
- Form 10-QSB for the fiscal quarter ended March 31, 2002, filed with the
      Commission on May 14, 2002.
- the description of the Registrant's Common Stock contained in the Registration
      Statement on Form 8-A filed with the Commission on December 13, 1994.
- the Proxy Statement for the 2002 Annual Meeting of Shareholders, filed
      with the Commission with Littlefield's Definitive Schedule 14A on March
      22, 2002.
All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be incorporated
  by reference in this registration statement and to be a part hereof from the
  date of filing of such documents. The statements in this document will modify
  and supercede any inconsistent statements contained in a document incorporated
  or deemed incorporated in this prospectus. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this prospectus.
ITEM 4. - DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a corporation
  may indemnify directors and officers as well as other employees and individuals
  against expenses, including attorneys' fees, judgments, fines and amounts paid
  in settlement in connection with various actions, suits or proceedings, whether
  civil, criminal, administrative or investigative other than an action by or
  in the right of the corporation, a derivative action, if they acted in good
  faith and in a manner they reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action
  or proceeding, if they had no reasonable cause to believe their conduct was
  unlawful. A similar standard is applicable in the case of derivative actions,
  except that indemnification only extends to expenses including attorneys' fees
  incurred in connection with the defense or settlement of such actions, and the
  statute requires court approval before there can be any indemnification where
  the person seeking indemnification has been found liable to the corporation.
  The statute provides that it is not exclusive of other indemnification that
  may be granted by a corporation's by-laws, disinterested director vote, stockholder
  vote, agreement or otherwise.
Page: II-1
Littlefield's By-laws provide that Littlefield shall indemnify its directors,
officers, employees and agents to the fullest extent permitted by the general
corporation law of Delaware and the Certificate of Incorporation.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of action,
suit or claim that, but for such provision, would accrue or arise before such
amendment or repeal.
The Securities and Exchange Commission has stated that, in its opinion, indemnification
of officers and directors for violations of federal securities laws is unenforceable
and void as a matter of public policy.
ITEM 7. - EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. - EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Certain of the Exhibits set forth in the following index are incorporated by reference.
5.1*
Opinion of Strasburger
      & Price, L.L.P. regarding legality of the Common Stock being registered
23.1*
Consent of Accountant
23.2*
Consent of Strasburger
      & Price, L.L.P. (included in opinion filed as Exhibit 5.1)
24.1*
Power of Attorney
      (see signature page)
99.1
Littlefield Corporation
      2002 Stock Option Plan (incorporated by reference to Exhibit A to the Definitive
      Schedule 14A and Proxy Statement filed with the SEC by the corporation on
      March 22, 2002)
----------
* Filed with this Form S-8.
Page: II-2
ITEM 9. UNDERTAKINGS.
The undersigned registrant undertakes:
(a) To file, during any period in which it offers or sells securities, a
    post-effective amendment to this registration statement to:
(1) include any prospectus required by section 10(a)(3) of the Securities
        Act.
(2) reflect in the prospectus any facts or events which, individually
        or together, represent a fundamental change in the information in the
        registration statement; and notwithstanding the forgoing, any increase
        or decrease in volume of securities offered (if the total dollar value
        of securities offered would not exceed that which was registered) and
        any deviation from the low or high end of the estimated maximum offering
        range may be reflected in the form of prospects filed with the Commission
        as required by to Rule 424(b) if, in the aggregate, the changes in the
        volume and price represent no more than a 20% change in the maximum aggregate
        offering price set forth in the "Calculation of Registration Fee" table
        in the effective registration statement.
(3) To include any additional or changed material information on the plan
        of distribution.
(b) That, for determining liability under the Securities Act of 1933, the
    Registrant will treat each post-effective amendment as a new registration
    statement of the securities offered, and the offering of the securities at
    that time to be the initial bona fide offering.
(c) To remove from registration by means of a post-effective amendment any
    of the securities that remain unsold at the end of the offering.
The undersigned Registrant undertakes that, for the purposes of determining
  any liability under the Securities Act of 1933, each filing of the Registrant's
  annual report as required by Section 13(a) or 15(d) of the Securities Exchange
  Act of 1934 shall be deemed to be a new registration statement relating to the
  securities offered herein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
Because indemnification for liabilities arising under the Securities Act of
  1933 may be permitted for directors, officers, and controlling persons of the
  Registrant according to the provisions set forth or described in Item 6 of this
  Registration Statement, or otherwise, the Registrant has been advised that in
  the opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Securities Act of 1933 and is, therefore,
  unenforceable. If a claim for indemnification against such liabilities (other
  than the payment by the Registrant of expenses incurred or paid by a director,
  officer or controlling person of the Registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the Registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
Page: II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements for filing on Form S-8 and has duly caused this Registration
    Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
    in the City of Austin, State of Texas, on July 3, 2002.
Littlefield Corporation
By:
/s/ Jeffrey
      L. Minch
Jeffrey L. Minch,
      President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors
of Littlefield Corporation, a Delaware corporation, for himself and not for one
another, does hereby constitute and appoint Jeffrey L. Minch, a true and lawful
attorney in his name, place and stead, in any and all capacities, to sign his
name to any and all amendments, including post-effective amendments, to this Registration
Statement, and to sign a Registration Statement pursuant to Section 462(b) of
the Securities Act of 1933, and to cause the same (together with all Exhibits
thereto) to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and each
of the undersigned for himself hereby ratifies and confirms all that said attorneys
or any one of them shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on July 3, 2002 by the following persons in the
capacities indicated.
By:
/s/ Jeffrey
      L. Minch
Jeffrey L. Minch,
      Director, President and Chief Executive Officer
By:
/s/ Kathy
      Scanlon
Kathy Scanlon,
      Secretary and Treasurer (Chief Accounting Officer)
By:
/s/ Daniel
      W. Deloney
Daniel W. Deloney,
      Director
By:
/s/ Gordon
      McNutt
Gordon McNutt,
      Director
By:
/s/ F.
      Gary Valdez
F. Gary Valdez,
      Director
Page: II-4