LITTLEFIELD CORPORATION

This Proxy Statement and the accompanying form of proxy are furnished in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of Littlefield Corporation to be held on Wednesday, May 19, 2004, at 11:00 AM CDT, and at any adjournment thereof, for the purposes set forth in this Proxy Statement. The meeting will be held at the Littlefield Corporate Headquarters, 2501 North Lamar Boulevard, Austin, Texas 78705.

This Proxy Statement and the accompanying form of proxy were first mailed to the stockholders on or about April 16, 2004.

VOTING AND REVOCABILITY OF PROXY APPOINTMENTS

Each share is entitled to one vote per director in the election of directors and one vote in all other matters to be voted upon at the meeting. Shareholders of record as of the close of business at 5:00 P.M. March 18, 2004, are the only persons entitled to vote at this meeting. At the close of business on March 18, 2003, 8,307,373 shares of our common stock were outstanding, with each share being entitled to one vote. There are no cumulative voting rights. A majority of the outstanding shares of common stock represented at the meeting, in person or by proxy, will constitute a quorum.

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

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

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

DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS OF THE COMPANY

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

Daniel W. Deloney, 72, is currently our Chairman of the Board and is also a member of the audit committee. He has served as a Director since May 1999. He is an Independent Director.

Mr. Deloney received a Bachelor of Science from Auburn University in 1955 and a Juris Doctor from the Jones Law Institute in 1981. He began his career as a district sales manager for the Ralston Purina Company in 1955. In 1965, he became the regional director for Financial Service Corporation. In 1974, he formed DFA Advisory Corporation, a registered investment advisory company. As an independent certified financial planner, Mr. Deloney’s principal emphasis was on tax and financial planning.

In 1986, Mr. Deloney became vice president of Rice Financial Corporation and has served as its President since 1994. He is currently President and chairman of the board of Rice Acceptance Company, Inc. (d/b/a Rice Banking Company) and its parent company Rice Financial Corporation. Mr. Deloney is a member of the American Financial Services Association.

He has served as President of the Alabama Financial Services Association and is currently chairman of its Executive Committee. He also serves as Treasurer of the Alabama Independent Automobile Dealers Association.

Mr. Deloney has a beneficial interest in approximately 820,000 shares, approximately 10% of the outstanding shares.

Gordon L. Graves, 67, has been nominated for election to the Board of Directors. He is currently not a shareholder of the Company. If elected, he will be an Independent Director.

Mr. Graves is a graduate of the University of Texas in Austin with a Bachelors of Science in Electrical Engineering and a Masters of Business Administration.

He began his business career in 1959 with Litton Industries and subsequently was employed by Teledyne, Inc. Barnabus Funds, and Applied Devices. Mr. Graves was named President and Chief Executive Officer of Syntech International, Inc. and Chairman of Gamma International, Ltd. At Gamma, Mr. Graves supplied computer systems and closed circuit television network services to the Indian Gaming industry.

In 1991, Mr. Graves founded and ultimately became Chief Executive Officer and Chairman of Multimedia Games, Inc. Multimedia Games increased in market value more than any other public company on Wall Street in 2002. Mr. Graves was recognized for his contributions to that success including being named the best performing gaming CEO by the American Gaming Association in 2003, receiving the Presidents Award from the Public Gaming Institute for his contributions to the lottery industry and receiving accolades from the Oklahoma Indian Gaming Association for his contributions to Indian gaming.

His involvement in the deployment of technology in business is noteworthy including providing technology solutions to the gaming industry, providing online systems to the lottery industry, linked progressive games to the casino industry and bingo games to Indian gaming.

Mr. Graves holds a number of patents and widely recognized as the inventor of high-speed electronic bingo games (Class II), the introduction of on-line lotto systems and the first play-operated video lottery terminal.

Since retiring from Multimedia Games in 2003, Mr. Graves has served as the Chief Executive Officer of Graves Management, Inc., an investment and research management company.

William F. Harrity, Jr, 83, has been nominated for election to the Board of Directors. He is currently a shareholder of the Company. If elected, he will be an Independent Director.

Mr. Harrity attended Cornell University for three years, prior to World War II service as a Naval aviator. Returning from combat service in the Pacific as a SBD pilot, Mr. Harrity resumed his education and received a Bachelors of Science degree from the Wharton School of Finance of Pennsylvania University.

Following employment with Proctor & Gamble, he founded his own firm, WF Harrity Co and won the exclusive right from the Professional Golfers Association of America to provide insurance services to its member pro shops. Among his clients, he nurtured successful long-term relationships with the PGA, the LPGA and the US Professional Tennis Association. He sold his company to Travelers Insurance Company in 1984 and continued in their employment, in a management capacity, until 1992.

He is a private investor based in Sarasota, Florida. He maintains an active lifestyle including tennis and golf while spending summers in suburban Philadelphia.

Jeffrey L. Minch, 53, is currently serving as a Director, President and Chief Executive Officer. As a member of the Company’s Management, Mr. Minch is not an Independent Director.

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

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

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

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

Alfred T. Stanley, 49, has been nominated for election to the Board of Directors. He is currently a shareholder of the Company. If elected, he will be an Independent Director.

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

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

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

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

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

Michael L. Wilfley, 48, has been nominated for election to the Board of Directors. He is currently a shareholder of the Company. If elected, he will be an Independent Director.

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

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

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

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

Carlton R. Williams, 46, is currently serving as a Director and a member of the audit committee. He is an Independent Director. Mr. Williams is a shareholder of the Company.

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

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

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

Troy D. Zinn, 41, is currently serving as our Secretary/Treasurer, and Chief Financial Officer (CFO). Mr. Zinn served as CFO for Arledge & Shannahan, LP., and Irsik & Doll, Inc., before joining Littlefield in February 2004.

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

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

COMPENSATION OF EXECUTIVE OFFICER AND DIRECTORS

Summary of Cash and Certain Other Compensation

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

SUMMARY COMPENSATION TABLE

(1) Under SEC rules, we calculate the percentage ownership of each person who owns exercisable options by adding the number of exercisable options for that person to the number of total shares outstanding, and dividing that result into the total number of shares and exercisable options owned by that person. On March 18, 2004, we had 8,307,373 shares of common stock issued and outstanding. An asterisk (*) indicates less than 1% ownership.

(2) Address is: 2501 North Lamar Blvd., Austin, Texas 78705

(3) Address is: 109 South Court Street, Montgomery, Alabama 36104

(4) Address is: 1214 West 6th Street, Suite 200, Austin, Texas 78703

(5) Address is: 8024 Mesa Drive, Suite 180, Austin, Texas 78731

(6) Includes 552,700 shares owned by Rice Acceptance Company, Inc., 197,300 shares owned by Rice Financial Corporation, 28,234 shares held by Mr. Deloney personally, 10,000 shares owned by Southern Warehouse Partners and 5,150 shares held in Mr. Deloney’s IRA, in which shares Mr. Deloney possesses sole voting and investing power, and 25,000 shares held in his daughter’s IRA, in which Mr. Deloney shares voting and investing power, and 3,200 shares held by Mr. Deloney for his grandson.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The President and CEO of the Company, Jeffrey Minch, has personally guaranteed two notes payable to a third party lender and a letter of credit, in the total amount of $952,500. One note in the amount of $552,500 is for a three (3) year period at 7% annual interest and is secured by a note receivable of ours, which is in turn secured by a deed of trust on real estate. The second liability is a letter of credit for $500,000, of which Mr. Minch guarantees, $300,000, securing a note payable to the seller of one of our acquisitions. Mr. Minch has guaranteed $300,000 of this letter of credit, with the other $200,000 secured by a cross-collateral position with the note receivable. Mr. Minch also personally guaranteed another $270,000 note payable to a third party lender. This note was to finance the acquisition of El Bingo Grande bingo hall, and is for a term of five years at prime lending rate.

The Company paid Mr. Minch a fee for each of the notes he personally guaranteed. The fee is equal to 5% of the amount he guarantees and totals $61,125. This amount owed was added to a note held by Mr. Minch of $300,000 for his 2000 performance bonus. A second note includes $105,650 owed by the Company for purchasing the office furniture located in Mr. Minch’s office. This furniture had previously been owned by Mr. Minch. The total amount of both notes is $476,482, which includes accrued interest.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

For 2003, our audit committee met once during the year with our independent auditors. This committee was comprised of Dan Deloney, Carl Williams, and Hank Anawaty, the three non-employee directors, and has the responsibility for reviewing the financial condition and accounting controls and determining that all audits and examinations required by law are performed. The committee recommends to the board the appointment of the independent auditors for the next fiscal year, reviews and approves the auditors’ audit plans and reviews with the independent auditors the results of the audit and management’s response to the audit.

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

The audit committee has recommended to the board of directors that the audited financial statements be included in the Company's Annual Report on Form 10-KSB for 2003 for filing with the Securities and Exchange Commission.

Nominating Committee

Name	Age	Position with the Company	Director Since
Daniel W Deloney	72	Chairman of the Board	May 1999
Jeffrey L Minch	53	Director, President and Chief Executive Officer	July 1999
Carlton R Williams, Jr	46	Director	May 2003
Alfred T Stanley	51	Nominee	NA
William F Harrity, Jr.	83	Nominee	NA
Michael L Wilfley	48	Nominee	NA
Gordon Graves	66	Nominee	NA

					Long-Term Compensation
		Annual Compensation			Awards	Payouts
Name and Principal Position	Year	Salary	Bonus	Other Annual Compensation	Securities Underlying Options	All Other Compensation
Jeffrey L. Minch (1) Director, President, And CEO	2003	$163,000(5)	-0-	$11,580(3)	-0-	-0-
	2002	$183,000	$300,000(2)	$8,685(3)	-0-	$61,125
	2001	$100,000	-0-	-0-	-0-	-0-
	2000	$100,000	$200,000(4)	-0-	-0-	-0-

Name of Beneficial Owner	Number of Shares Beneficially Owned		Number of Exercisable Option	Percent of Class (1)
Jeffrey L. Minch (2)	2,948,165		-0-	35.5%
Daniel Deloney (3)	821,584	(6)	17,500	10.1%
Carlton Williams (4)	15,900		5,934	*
Henry A. (Hank) Anawaty (5)	-0-		54	*
Alfred T. Stanley	3,000		-0-	*
William F. Harrity, Jr.	116,300		-0-	1.4%
Michael L. Wilfley	2,600		-0-	*
Gordon Graves	-0-		-0-	*
Troy Zinn (2)	-0-		-0-	*
Current executive officers and directors of the Company as a group (5 persons)	3,785,649		23,488	45.9%