AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON MARCH 20, 2002

                              REGISTRATION NO. 333-

                       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 other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization

                              2501 NORTH LAMAR BLVD
                               AUSTIN, TEXAS 78705
          (Address of principal executive offices, including zip code)

                             LITTLEFIELD CORPORATION
                             2001 STOCK OPTION PLAN
                   LITTLEFIELD CORPORATION 401(K) SAVINGS PLAN
                LITTLEFIELD CORPORATION 2002 STOCK PURCHASE PLAN
                           (Full titles of the plans)


                                JEFFREY L. MINCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             LITTLEFIELD CORPORATION
                         816 CONGRESS AVENUE, SUITE 1250
                               AUSTIN, TEXAS 78701
                                 (512) 476-5141
 (Name, address and telephone number, including area code, of agent for service)
                             ----------------------

                                    COPY TO:

                                HOWARD D. NIRKEN
                              JENKENS & GILCHRIST,
                           A PROFESSIONAL CORPORATION
                         600 CONGRESS AVENUE, SUITE 2200
                               AUSTIN, TEXAS 78701
                                 (512) 499-3800


                                       1

<PAGE>
<TABLE>
<CAPTION>


                                                         CALCULATION OF REGISTRATION FEE

           TITLE OF SECURITIES TO                     AMOUNT TO BE           PROPOSED MAXIMUM    PROPOSED            Amount of
               BE REGISTERED                         REGISTERED (1)           OFFERING PRICE      MAXIMUM          Registration
                                                                               PER SHARE (2)     AGGREGATE              Fee
                                                                                              OFFERING PRICE
                                                                                                    (2)
--------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE $0.001 PER
SHARE UNDER:
<S>                                                       <C>                 <C>               <C>                <C>
LITTLEFIELD CORPORATION 2001 STOCK OPTION PLAN            1,000,000                $1.90        $1,900,000
401(K) SAVINGS PLAN                                         250,000                $1.90          $475,000
2002 EMPLOYEE STOCK PURCHASE PLAN                           250,000                $1.90          $475,000

TOTAL:                                                    1,500,000                             $2,850,000         $262.20

<FN>

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 401(k) Savings Plan and the 2002 Employee Stock Purchase Plan.

(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)  Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933 and
     solely for the purpose of calculating  the  registration  fee, the proposed
     maximum offering  price per share under the plans  is estimated to be $1.90
     based on the average of the high  ($2.00) and low ($1.79)  sales prices per
     share of  Littlefield  Corporation  tracking  stock on the NASDAQ  National
     Market on March 18, 2002.

</FN>
</TABLE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  are hereby  incorporated by reference in this  Registration
Statement:

          (a) The Registrant's  latest annual report Form 10-KSB for fiscal year
     ended December 31, 2000, filed with the Commission on March 30, 2001;

          (b) The  Registrant's  reports  on Form  10-QSB  for  fiscal  quarters
     ending;

               (i) March 31, 2001 and filed with the Commission on May 10, 2001;

               (ii) June 30,  2001 and filed with the  Commission  on August 13,
          2001;


                                       2

<PAGE>



               (iii)  September  30,  2001  and  filed  with the  Commission  on
          November 14, 2001;

               (iv) 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

               (v)  The  Proxy   Statement  for  the  2001  Annual   Meeting  of
          Shareholder.



     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof,  and prior to the filing of
a  post-effective  amendment which indicates that the securities  offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

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.

     The Corporation's  By-laws provide that the Corporation 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.

                                       3

<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
<TABLE>
<CAPTION>


Exhibit Number                                                        Description
--------------                                                      ----------------
<S>                                <C>
5.1                                Opinion of Jenkens & Gilchrist,  a Professional  Corporation regarding legality of
                                   the Common Stock being registered
23.1                               Consent of Accountant
23.3                               Consent of Jenkens & Gilchrist,  a Professional  Corporation  (included in opinion
                                   filed as Exhibit 5.1)
24.1                               Power of Attorney (see signature page)
99.1                               Littlefield Corporation 2001 Stock Option
99.2                               Littlefield Corporation 401(k)
99.3                               Littlefield Corporation 2002 Employee Stock Purchase Plan
</TABLE>


     The Registrant  hereby  undertakes that it will submit or has submitted the
401(k) Savings Plan and any amendment  thereto to the Internal  Revenue  Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the plan.

ITEM 9.  ADDITIONAL UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1) To file,  during  any  period in which  offers or sales are being  made
pursuant to this  Registration  Statement,  a  post-effective  amendment to this
Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  Registration  Statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration Statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

          (iv) Provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
     not apply if the  information  required to be included in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered


                                       4

<PAGE>


therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (and, where  applicable,  each filing of an employee  benefits
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been advised that, in the opinion of the  Commission,  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  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 and will be governed by
     the final adjudication of such issue.

                                       5

<PAGE>


                                   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 the 12th day of March,
2002.

                                       LITTLEFIELD CORPORATION

                                       /s/ Jeffrey L. Minch
                                       -----------------------------------------
                                       By: Jeffrey L. Minch
                                           President and Chief Executive Officer



                                POWER OF ATTORNEY


     Each person whose  individual  signature  appears  below hereby  authorizes
Jeffrey L. Minch and Kathy Scanlon, or either of them, as attorneys-in-fact with
full  power of  substitution,  to  execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
post-effective amendments to this Registration Statement.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 12th day of March, 2002.

<TABLE>
<CAPTION>


          SIGNATURE                                                            TITLE
        ------------                                                        -----------
<S>                                                               <C>


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


/s/ Kathy Scanlon
---------------------------
Kathy Scanlon                                                     Secretary and Treasurer


/s/ Daniel W. Deloney
---------------------------
Daniel W. Deloney                                                 Director



/s/ Gordon McNutt
---------------------------
Gordon McNutt                                                     Director



/s/ F. Gary Valdez
---------------------------
F. Gary Valdez                                                    Director

</TABLE>


                                       6

<PAGE>


                   LITTLEFIELD CORPORATION 401(k) SAVINGS PLAN

     Pursuant to  requirements  of the Securities  Act of 1933, as amended,  the
persons who will administer the Littlefield Corporation 401(k) Savings Plan have
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 the 12th day of March, 2002


                                                    LITTLEFIELD CORPORATION
                                                    401(k) SAVINGS PLAN



                                                    /s/ Jeffrey L. Minch
                                                    ----------------------------
                                                    By: Jeffrey L. Minch
                                                    Its: Chairman, President and
                                                    Chief Executive Officer



                                       7


<PAGE>

<TABLE>
<CAPTION>


                                INDEX TO EXHIBITS


Exhibit Number                                                        Description
---------------                                                     ----------------
<S>                                <C>
5.1                                Opinion of Jenkens & Gilchrist,  a Professional  Corporation regarding legality of
                                   the Common Stock being registered
23.1                               Consent of Accountant
23.3                               Consent of Jenkens & Gilchrist,  a Professional  Corporation  (included in opinion
                                   filed as Exhibit 5.1)
24.1                               Power of Attorney (see signature page)
99.1                               Littlefield Corporation 2001 Stock Option
99.2                               Littlefield Corporation 401(k)
99.3                               Littlefield Corporation 2002 Employee Stock Purchase Plan

</TABLE>



                                       8
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{"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": "333-84674", "film-number": "02581006"}, "business-address": {"street1": "816 CONGRESS AVE", "street2": "STE 1250", "city": "AUSTIN", "state": "TX", "zip": "78701", "phone": "5124765141"}, "mail-address": {"street1": "816 CONGRESS AVE", "street2": "STE 1250", "city": "AUSTIN", "state": "TX", "zip": "78701"}, "former-company": {"former-conformed-name": "AMERICAN BINGO & GAMING CORP", "date-changed": "19941020"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON MARCH 20, 2002

                              REGISTRATION NO. 333-

                       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 other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization

                              2501 NORTH LAMAR BLVD
                               AUSTIN, TEXAS 78705
          (Address of principal executive offices, including zip code)

                             LITTLEFIELD CORPORATION
                             2001 STOCK OPTION PLAN
                   LITTLEFIELD CORPORATION 401(K) SAVINGS PLAN
                LITTLEFIELD CORPORATION 2002 STOCK PURCHASE PLAN
                           (Full titles of the plans)

                                JEFFREY L. MINCH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             LITTLEFIELD CORPORATION
                         816 CONGRESS AVENUE, SUITE 1250
                               AUSTIN, TEXAS 78701
                                 (512) 476-5141
 (Name, address and telephone number, including area code, of agent for service)
                             ----------------------

                                    COPY TO:

                                HOWARD D. NIRKEN
                              JENKENS & GILCHRIST,
                           A PROFESSIONAL CORPORATION
                         600 CONGRESS AVENUE, SUITE 2200
                               AUSTIN, TEXAS 78701
                                 (512) 499-3800

                                       1
CALCULATION OF REGISTRATION FEE

           TITLE OF SECURITIES TO                     AMOUNT TO BE           PROPOSED MAXIMUM    PROPOSED            Amount of
               BE REGISTERED                         REGISTERED (1)           OFFERING PRICE      MAXIMUM          Registration
                                                                               PER SHARE (2)     AGGREGATE              Fee
                                                                                              OFFERING PRICE
                                                                                                    (2)
--------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE $0.001 PER
SHARE UNDER:
LITTLEFIELD CORPORATION 2001 STOCK OPTION PLAN            1,000,000                $1.90        $1,900,000
401(K) SAVINGS PLAN                                         250,000                $1.90          $475,000
2002 EMPLOYEE STOCK PURCHASE PLAN                           250,000                $1.90          $475,000

TOTAL:                                                    1,500,000                             $2,850,000         $262.20
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 401(k) Savings Plan and the 2002 Employee Stock Purchase Plan.

(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)  Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933 and
     solely for the purpose of calculating  the  registration  fee, the proposed
     maximum offering  price per share under the plans  is estimated to be $1.90
     based on the average of the high  ($2.00) and low ($1.79)  sales prices per
     share of  Littlefield  Corporation  tracking  stock on the NASDAQ  National
     Market on March 18, 2002.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  are hereby  incorporated by reference in this  Registration
Statement:

          (a) The Registrant's  latest annual report Form 10-KSB for fiscal year
     ended December 31, 2000, filed with the Commission on March 30, 2001;

          (b) The  Registrant's  reports  on Form  10-QSB  for  fiscal  quarters
     ending;

               (i) March 31, 2001 and filed with the Commission on May 10, 2001;

               (ii) June 30,  2001 and filed with the  Commission  on August 13,
          2001;

                                       2
(iii)  September  30,  2001  and  filed  with the  Commission  on
          November 14, 2001;

               (iv) 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

               (v)  The  Proxy   Statement  for  the  2001  Annual   Meeting  of
          Shareholder.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof,  and prior to the filing of
a  post-effective  amendment which indicates that the securities  offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

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.

     The Corporation's  By-laws provide that the Corporation 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.

                                       3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
Exhibit Number                                                        Description
--------------                                                      ----------------
5.1                                Opinion of Jenkens & Gilchrist,  a Professional  Corporation regarding legality of
                                   the Common Stock being registered
23.1                               Consent of Accountant
23.3                               Consent of Jenkens & Gilchrist,  a Professional  Corporation  (included in opinion
                                   filed as Exhibit 5.1)
24.1                               Power of Attorney (see signature page)
99.1                               Littlefield Corporation 2001 Stock Option
99.2                               Littlefield Corporation 401(k)
99.3                               Littlefield Corporation 2002 Employee Stock Purchase Plan
The Registrant  hereby  undertakes that it will submit or has submitted the
401(k) Savings Plan and any amendment  thereto to the Internal  Revenue  Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the plan.

ITEM 9.  ADDITIONAL UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1) To file,  during  any  period in which  offers or sales are being  made
pursuant to this  Registration  Statement,  a  post-effective  amendment to this
Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  Registration  Statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration Statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

          (iv) Provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
     not apply if the  information  required to be included in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered

                                       4
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (and, where  applicable,  each filing of an employee  benefits
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been advised that, in the opinion of the  Commission,  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  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 and will be governed by
     the final adjudication of such issue.

                                       5
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 the 12th day of March,
2002.

                                       LITTLEFIELD CORPORATION

                                       /s/ Jeffrey L. Minch
                                       -----------------------------------------
                                       By: Jeffrey L. Minch
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Jeffrey L. Minch and Kathy Scanlon, or either of them, as attorneys-in-fact with
full  power of  substitution,  to  execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
post-effective amendments to this Registration Statement.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 12th day of March, 2002.
SIGNATURE                                                            TITLE
        ------------                                                        -----------
/s/ Jeffrey L. Minch
---------------------------
Jeffrey L. Minch                                                  Director, President and Chief Executive Officer

/s/ Kathy Scanlon
---------------------------
Kathy Scanlon                                                     Secretary and Treasurer

/s/ Daniel W. Deloney
---------------------------
Daniel W. Deloney                                                 Director

/s/ Gordon McNutt
---------------------------
Gordon McNutt                                                     Director

/s/ F. Gary Valdez
---------------------------
F. Gary Valdez                                                    Director
6
LITTLEFIELD CORPORATION 401(k) SAVINGS PLAN

     Pursuant to  requirements  of the Securities  Act of 1933, as amended,  the
persons who will administer the Littlefield Corporation 401(k) Savings Plan have
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 the 12th day of March, 2002

                                                    LITTLEFIELD CORPORATION
                                                    401(k) SAVINGS PLAN

                                                    /s/ Jeffrey L. Minch
                                                    ----------------------------
                                                    By: Jeffrey L. Minch
                                                    Its: Chairman, President and
                                                    Chief Executive Officer

                                       7
INDEX TO EXHIBITS

Exhibit Number                                                        Description
---------------                                                     ----------------
5.1                                Opinion of Jenkens & Gilchrist,  a Professional  Corporation regarding legality of
                                   the Common Stock being registered
23.1                               Consent of Accountant
23.3                               Consent of Jenkens & Gilchrist,  a Professional  Corporation  (included in opinion
                                   filed as Exhibit 5.1)
24.1                               Power of Attorney (see signature page)
99.1                               Littlefield Corporation 2001 Stock Option
99.2                               Littlefield Corporation 401(k)
99.3                               Littlefield Corporation 2002 Employee Stock Purchase Plan
8