UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No      )

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¨ Preliminary Proxy Statement

x  Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to Section 240.14a-11 (c) or Section 240.40 14a-12

EXX INC

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EXX INC

Suite 689

1350 East Flamingo Road,

Las Vegas, Nevada 89119

(702) 598-3223

NOTICE OF ANNUAL MEETING OF

CLASS A and CLASS B STOCKHOLDERS

To be held on November 10, 2006

To the Stockholders:

The Annual Meeting of Stockholders of EXX INC (the “Company”) will be held at the office of Rothstein, Kass & Co., P.C., 4 Becker Farm Road, 2nd Floor, Roseland, New Jersey at 12:00 Noon (local time) on Friday, November 10, 2006 for the following purposes:

(1) To elect one (1) Class A director and three (3) Class B directors to serve for a one-year term and thereafter until their respective successors are elected and qualified; and

(2) To transact such other business as may properly come before the annual meeting or before any adjournments of the meeting.

The Board of Directors has fixed the close of business on October 16, 2006 as the record date for the determination of Class A and Class B Stockholders entitled to notice of and to vote at the annual meeting and at any adjournments thereof.

A form of proxy and the proxy statement respecting the annual meeting are enclosed.

You are cordially invited to attend the annual meeting in person. Whether or not you plan to attend, you are urged to promptly MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) in the accompanying envelope. Return of your proxy will not deprive you of your right to vote your shares in person at the meeting.

By Order of the Board of Directors,

David A. Segal

Chairman of the Board,

Chief Executive Officer and Chief Financial Officer

Las Vegas, Nevada

October 16, 2006

EXX INC

Suite 689

1350 East Flamingo Road

Las Vegas, Nevada 89119

(702) 598-3223

PROXY STATEMENT

Annual Meeting of Class A and Class B Stockholders

November 10, 2006

This proxy statement and the accompanying form of proxy are first being mailed or given to Stockholders on or about October 24, 2006.

SOLICITATION AND REVOCATION OF PROXY

Solicitation

This proxy statement and the accompanying form of proxy are being furnished to the Stockholders of EXX INC (the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company with respect to the Company’s annual meeting of Stockholders to be held at the office of Rothstein, Kass & Co., P.C., 4 Becker Farm Road, 2nd Floor, Roseland, New Jersey at 12:00 Noon (local time) on Friday, November 10, 2006 and any adjournments of the meeting.

The proxy set forth on the accompanying proxy card is being solicited by the Board of Directors of the Company. The Company will bear all expenses incurred in connection with this solicitation of proxies. In addition to soliciting proxies by use of the mails, the directors, officers and regular employees of the Company may solicit proxies by telephone, facsimile or personal interview. The Company may also reimburse brokers, banks, and other nominees for their reasonable expenses incurred in forwarding proxy materials.

Revocation of Proxy

Any Stockholder giving a proxy has the power to revoke it at any time before it is exercised, by filing with the Company either (1) an instrument revoking it or (2) a duly executed proxy bearing a later date. The proxy will be suspended if the person granting the proxy is present at the annual meeting and elects to vote his or her shares in person.

VOTING SECURITIES AND QUORUM

Voting Securities

A plurality of the votes cast of the applicable class of common stock represented (in person or by proxy) at the annual meeting is required for the election of directors which generally means that the nominees with the highest vote totals will be elected as directors in the manner discussed in “Election of Directors.” There is no cumulative voting in the election of directors.

Only Stockholders of record at the close of business on October 16, 2006 will be entitled to notice and to vote at the annual meeting and at any adjournments of the meeting. As of October 16, 2006, 10,409,913 shares of the Company’s Class A common stock, par value $.01 per share (“Class A”), and 857,967 shares of the Company’s Class B common stock, par value $.01 per share (“Class B”), were issued and outstanding. Each issued and outstanding share of Class A or Class B common stock will be entitled to one vote for each director to be elected by that class.

Stockholders of record at the close of business on October 16, 2006 may vote by: (1) written proxy by signing and returning the enclosed proxy card, in which case the shares represented will be voted in accordance with the terms of the proxy, unless subsequently revoked by the Stockholder at the annual meeting, or (2) in person at the annual meeting. If no direction is specified in the proxy, executed proxies will be voted for the election of the directors nominated by the Board of Directors.

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Quorum

A quorum will require the presence (in person or by proxy) of holders of a majority of shares issued and outstanding of each class at the annual meeting.

If a stockholder withholds authority to vote for a director nominee or nominees with respect to his or her shares of common stock, those shares will be counted as present for the purpose of determining the presence of a quorum for transacting business at the meeting. Proxies submitted by brokers that do not indicate a vote for a proposal because they do not have discretionary authority and have not received instructions as to how to vote on the proposal (so called “broker non-votes”) will not be considered as represented at the meeting for purposes of a quorum.

PRINCIPAL HOLDERS OF COMMON STOCK

The following table and footnotes describe persons known to management to be the beneficial owners of 5% or more of each class of the Company’s common stock as of October 16, 2006, as reported to the Company or as contained in filings made with the Securities and Exchange Commission

	Number of Shares of Common Stock Beneficially Owned		Percent of Outstanding Common Stock Beneficially Owned
	Class A	Class B	Class A		Class B
David A. Segal (1) EXX INC 1350 East Flamingo Road, Suite 689 Las Vegas, Nevada 89119	5,457,582	524,678	44.33	%	54.77	%
Lisa M. Bethune (2) (5) 301 Newbury St., #252 Danvers, Massachusetts 01923	1,062,427	69,750	10.21	%	8.13	%
Laura L. Bradley (3) (5) P.O. Box 12654 Charlotte, North Carolina 28220	1,036,450	69,750	9.96	%	8.13	%
Werner Moehring (4) Lindenbachstr, 70 Stuttgart, 2M70499	—	44,900	—		5.24	%

(1) Includes presently exercisable options to purchase 1,900,000 Class A shares and 100,000 Class B shares of common stock granted by the Company to Mr. Segal.

(2) All information regarding Ms. Bethune is based on (a) a Schedule 13G relating to Class A common stock, filed with the Securities and Exchange Commission (“SEC”) on August 11, 2000, (b) a Schedule 13G, relating to Class B common stock, filed with the SEC on August 11, 2000, and (c) a Form 4, relating to Class A common stock, filed with the SEC on September 25, 2006.

(3) All information regarding Ms. Bradley is based on (a) an Amendment No. 1 to Schedule 13G, relating to Class A common stock filed with the SEC on August 30, 2000, (b) an Amendment No. 1 to Schedule 13G, relating to Class B common stock, each filed with the SEC on August 30, 2000, and (c) a Form 4, relating to Class A common stock, filed with the SEC on February 14, 2006.

(4) All information regarding Mr. Moehring is based on a Schedule 13G, relating to Class B common stock, filed with the SEC on June 27, 2006.

(5) Ms. Bradley and Ms. Bethune are both daughters of David A. Segal. Mr. Segal disclaims beneficial ownership of any stock owned by Ms. Bethune and Ms. Bradley.

ELECTION OF DIRECTORS

At the annual meeting, the Stockholders will elect a board of four directors, comprising one Class A director and three Class B directors. Under the Company’s Articles of Incorporation, the holders of the outstanding shares of Class B shares have the right to elect two-thirds of the Company’s directors, or the next rounded number of directors in excess of two-thirds if the number of directors is not divisible by three, and the holders of the outstanding Class A shares have the right to elect the remaining directors of the Company. Each director will serve for a one-year term and thereafter until his successor is elected and qualified.

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Provided that a quorum is present, a plurality of the votes cast is required for the election of directors. This means that the nominees with the highest vote totals will be elected as directors. As a result, a designation on the proxy that the stockholder is “withholding authority” for a nominee or nominees and broker “non-votes” do not have an effect on the results of the vote for the elections of officers.

It is intended that the proxies given to the person named in the enclosed form of proxy will be voted for the election of the nominees for director named below, each of whom is presently a director whose current term is expiring this year. Messrs. Fishman, Perlmutter, Remington and Segal were re-elected directors by the Stockholders at the most recent annual meeting of Stockholders. Mr. Perlmutter has been nominated as a Class A director. Messrs. Fishman, Remington and Segal have been nominated as Class B directors. The Board of Directors recommends a vote “FOR” each of the nominees. Unless a contrary specification is indicated, the proxy to which this proxy statement relates will be voted for each of said nominees, or, in the event that any such nominee is not available by reason of any unforeseen contingency, then for the balance of the nominees and for such other person(s) as may be designated as a replacement nominee(s) by the remaining directors.

Certain Information and Security Ownership of Management

The following information sets forth the beneficial ownership of the Company’s common stock as of October 16, 2006 by each director and executive officer of the Company. Except as otherwise indicated, each director nominee or executive officer has had the same principal occupation or employment during the past five years. Each director has sole voting and dispositive power over the shares indicated as being beneficially owned below. Currently, no director serves as a director of another publicly-held company.

Name	Principal Occupation, Positions with the Company	Shares of Common Stock Beneficially Owned				% of Outstanding Common Stock Beneficially Owned
		Class A		Class B		Class A		Class B
Jerry Fishman (1) Age-58-Director Continuously since 1984	Director and President of The Fishman Organization Inc. Director of Newcor, Inc.	1,900		100		*		*
Norman H. Perlmutter (2) Age-66-Director Continuously since 1984	CPA, private practice Director of Newcor, Inc.	3,800		200		*		*
Frederic Remington (3) Age-76-Director Continuously since 1984	Retired, Director of Newcor, Inc.	1,900		100		*		*
David A. Segal (4) Age-67-Director Continuously since 1984	Chairman, CEO and CFO of EXX Chairman and CEO of Newcor, Inc.	5,457,582	(5)	524,678	(5)	44.33	%	54.77	%
All officers, directors and nominees for director of the Company as a group		5,465,182	(5)	525,078	(5)	44.40	%	54.81	%

* Less than 1%

(1) Mr. Fishman serves on the Company’s Audit Committee, Compensation Committee, Stock Option Committee and Nomination and Corporate Governance Committee.

(2) Mr. Perlmutter serves on the Company’s Audit Committee, Compensation Committee and Stock Option Committee.

(3) Mr. Remington served as Chairman of the Board and President of Peerless Tube Co., a manufacturer of aerosol cans and collapsible metal tubes, for over five years before retiring in January 2003. Mr. Remington serves on the Company’s Audit Committee, Compensation Committee, Stock Option Committee and Nominating and Corporate Governance Committee.

(4) Mr. Segal has been Chairman of the Board, Chief Executive Officer and Chief Financial Officer of EXX for more than the past five years. Previously, Mr. Segal was Chairman of the Board and Chief Executive Officer of SFM Corp.

(5) Includes presently exercisable options to purchase 1,900,000 Class A shares and 100,000 Class B shares of common stock granted by the Company to Mr. Segal.

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Board Meetings and Committees

During 2005, the Company’s Board of Directors met five times. The Board has an Audit Committee, a Compensation Committee, a Stock Option Committee and a Nominating and Corporate Governance Committee. Each of the committees of the Board of Directors is comprised of non-employee directors who meet the independence requirements of the American Stock Exchange. Each director attended not less than 75% of the meetings of the Board of Directors and committees of which such director was a member in 2005. It is the Company’s policy to strongly encourage members of the Board of Directors to attend the Company’s annual meeting. At the last annual meeting, all of the then current directors were in attendance.

The Audit Committee is currently composed of Messrs. Fishman, Perlmutter and Remington, each of whom is independent as defined in the American Stock Exchange listing standards. The Audit Committee adopted a new written charter effective April 20, 2004. The charter was included as Appendix A to the Company’s Proxy Statement for its annual meeting of stockholders held June 10, 2004. The Audit Committee’s tasks include meeting with the auditors to review the scope, accuracy and results of the audit, making inquiries as to the adequacy of the Company’s accounting, financial and operating controls and evaluating on an annual basis the qualification, performance and independence of the Company’s auditors. The “Audit Committee financial expert” designated by the Board of Directors is Norman Perlmutter. The Audit Committee held four meetings in 2005.

The Compensation Committee is currently composed of Messrs. Fishman, Perlmutter and Remington. The Compensation Committee recommends the compensation level of the Chief Executive Officer and other executive officers and prepares the executive compensation report included in the Company’s proxy statements. The Compensation Committee did not meet during 2005.

The Stock Option Committee is composed of Messrs. Fishman, Perlmutter and Remington. The Stock Option Committee recommends the granting of stock options to executive officers as deemed appropriate. The Stock Option Committee did not meet in 2005.

The Nominating and Corporate Governance Committee was formed in April 2004. The Committee consists of Messrs. Fishman and Remington. The Committee adopted a written charter effective at the time it was organized. The Committee assists and advises the Board of Directors with respect to identifying individuals qualified to become members of the Board of Directors and recommends to the Board the director nominees for the next annual meeting of stockholders. In addition, the Committee evaluates the overall function and performance of the Board of Directors and its committees. The Nominating and Corporate Governance Committee met once in 2005.

Stockholders who wish to recommend a candidate for election to the Board of Directors may submit such recommendation to the Nominating and Corporate Governance Committee. Any recommendation must include name, contact information, background, experience and other pertinent information on the proposed candidate and must be received by the Company within the time limits set forth herein under the title “Proposals of Stockholders” for consideration by the committee. In accordance with the committee’s charter, the Company is willing to consider candidates recommended by Stockholders. In identifying and evaluating nominees for director, the committee considers each candidate’s qualities, experience, background and skills, as well as other factors which the candidate may bring to the Board of Directors.

The Company has adopted a Code of Ethics for Senior Executive and Financial Officers. The code of ethics is available at no charge by requesting a copy from the Company at: EXX INC, Attention: David A. Segal, Chairman of the Board, Suite 689, 1350 East Flamingo Road, Las Vegas, Nevada 89119.

The Company has established procedures for Stockholders or other interested parties to communicate directly with the Board of Directors. Such parties can contact the Board of Directors by mail at: EXX INC, Attention: David A. Segal, Chairman of the Board, Suite 689, 1350 East Flamingo Road, Las Vegas, Nevada 89119. All communications made by this means will be received by the Chairman of the Board.

Business Relationships with Directors

With the exception of Mr. Segal, who is the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, all directors are independent as that term is defined in the American Stock Exchange listing standards. There are no other business relationships between the Company and its directors that are separately reportable.

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Compensation of Directors

Directors who also are employees of the Company (i.e., Mr. Segal) receive no fees for their service as directors or for attendance at Board and committee meetings. Non-employee directors receive $1,000 for each Board meeting attended with a minimum of $4,000 per year. Audit Committee members receive $500 for each Audit Committee meeting attended. Compensation Committee and Stock Option Committee members receive $150 for each committee meeting attended. The Nominating and Corporate Governance Committee members serve on this committee for no additional compensation. Non-employee directors of Newcor, Inc., EXX’s subsidiary, receive either $500 or $1,500 for each Newcor, Inc. Board meeting with a minimum of $10,000 per year.

EXECUTIVE COMPENSATION

David A. Segal serves at the pleasure of the Board of Directors as provided in the Company’s By-Laws. Biographical information regarding Mr. Segal is presented under “Election of Directors,” above.

The following table provides summary information concerning compensation awarded, paid or accrued by the Company to or on behalf of the executive officers of the Company for the years ended December 31, 2005, 2004 and 2003.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)		Securities Underlying Options/SARs (#)
David A. Segal	2005	916,909	111,000	(1)	—
Chairman, CEO and	2004	887,054	428,000	(1)	—
CFO of EXX and CEO of Newcor, Inc.	2003	866,404	714,876	(1)	2,000,000	(2)
James J. Connor (3)	2005	180,769	—		—
Former President, and	2004	250,160	50,000		—
Co-CEO of Newcor, Inc.	2003	229,167	50,000		—

(1) Includes bonuses accrued by Newcor, Inc. of $44,000 for 2005, $367,000 for 2004 and $471,200 for 2003. Pursuant to the terms of Mr. Segal’s employment contract with Newcor, Inc. these bonus amounts cannot be paid until the $14,368,000 of Newcor Inc.’s unsecured notes outstanding as of June 30, 2006 are paid in full. Also includes $191,676 attributable to the market value of 250,000 shares of Class B common stock awarded to Mr. Segal in 2003.

(2) Total includes options to purchase 1,900,000 shares of Class A common stock and 100,000 shares of Class B common stock.

(3) Mr. Connor resigned from Newcor, Inc. effective September 2, 2005.

Executive Employment Contracts

Effective October 21, 1994, the Company entered into a 10-year executive employment agreement with Mr. Segal with an option to renew for an additional five years, which the Company has exercised. Under the agreement, Mr. Segal’s base compensation is $300,000 per year with annual increases based on a Consumer Price Index formula. In addition, there is a profit bonus under which Mr. Segal will receive 5% of the consolidated pre-tax earnings of the Company. The agreement also provided an option whereby Mr. Segal could require the Company to purchase all of his common stock in the Company on the date his employment terminated, at the greater of fair market value or $10 per share (prior to adjustment). In 1997, in order to avoid the classification of the shares owned by Mr. Segal as “mezzanine” capital and the reduction to future earnings per share (or increase to future loss per share) which would result with such classification, Mr. Segal agreed to relinquish his contractual right to require the Company to purchase his shares, in exchange for options, granted in 1998, to purchase 1,900,000 Class A and 100,000 Class B shares of common stock at prices equal to, or greater than, the market value at the date of the grant. The 1998 options expired March 31, 2003. Effective April 24, 2003, Mr. Segal was granted new options to purchase 1,900,000 Class A shares and 100,00 Class B shares at an exercise price of $.89 per Class A share of common stock and $1.15 per Class B share of common stock which was the closing stock price per share on the American Stock Exchange on the grant date. These options expire on December 31, 2013. The option grant was ratified by the Stockholders at the Company’s annual meeting on May 22, 2003

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Effective September 3, 2001, Newcor, Inc. entered into a 10-year executive employment agreement with Mr. Segal with subsequent additional 10-year renewals. Under the agreement Mr. Segal’s base compensation is $500,000 per year with annual increases based on a Consumer Price Index Formula. In addition, there is a profit bonus under which Mr. Segal will receive 5% of Newcor Inc.’s pretax profit in each fiscal year. Effective January 31, 2003, under the terms of the Newcor, Inc. Bankruptcy filing, Mr. Segal’s employment contract was modified to a 3-year term with subsequent 3-year renewals at the same base compensation as above plus increases on a Consumer Price Index formula using 2002 as a base. The payment of bonuses accrued under the original contract was deferred until three months after the complete payment of the $28,000,000 of the new Newcor, Inc. notes issued in the reorganization. Effective January 31, 2006, Mr. Segal’s employment contract with Newcor, Inc. was renewed for a 3 year period.

Effective August 9, 2000, Newcor, Inc. entered into an employment agreement with James J. Connor to be President and Chief Executive Officer for a base compensation of $200,000 adjusted to $250,000 starting in 2001 plus a bonus formula to be determined by the Board of Directors. Effective January 31, 2003, under the terms of the Newcor, Inc. Bankruptcy filing, Mr. Connor’s contract was modified regarding change of control definition, cancellation of Newcor, Inc. stock options, and terms of the bonus arrangements to be solely determined by the Newcor, Inc. Board of Directors. Mr. Connor resigned from Newcor, Inc. effective September 2, 2005.

Pension Benefits

A subsidiary of the Company has a non-contributory defined benefit pension plan for salaried employees, which was “frozen” by action of the Board of Directors in January 1988. Monthly benefits payable at age 65 are equal to 50% of final average earnings, less 75% of the primary Social Security benefit. “Final average earnings” is the average of the highest consecutive five of the last ten years ended December 31, 1987, and monthly benefits are reduced pro rata for each full year of service less than 30. Benefits are paid on a straight-life annuity basis or in an optional form, which is actuarially equivalent to a life annuity.

Pension Plan Table

		Credited Service
Final Average Earnings		10 years		20 years		30 years
$	30,000	$	5,000	$	10,000	$	15,000
	50,000		8,333		16,667		25,000
	70,000		11,667		23,333		35,000
	90,000		15,000		30,000		45,000
	110,000		18,333		36,667		55,000
	130,000		21,667		43,333		65,000

The “Pension Plan Table” reflects estimated annual benefits payable at age 65 on a straight-life annuity basis at various compensation levels and years of service, before being reduced by up to 75% of the retiree’s annual primary Social Security benefit.

With 21 years of service, Mr. Segal is the only executive officer of the Company currently credited under the plan. The estimated final average earnings, based on annual salary and bonus, for Mr. Segal prior to reduction of Social Security Benefits are $98,300.

Newcor, Inc. has a non-contributory defined benefit pension plan for salaried employees, which was frozen by its Board of Directors effective December 31, 2003. Under the terms of the plan, pension benefits are determined by using 1.1% of the average monthly earnings for the highest consecutive 60-month employment, currently capped at $17,083 per month times the period of benefit service. Benefits are payable upon reaching 63 years of age. Mr. Segal is the only executive officers participating under the plan. Mr. Connor is currently fully vested and will receive a pension of approximately $7,200 per year upon reaching 63 years of age. Mr. Segal became fully vested in August 2006 and will receive a pension of approximately $4,700 per year.

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Stock Options

The EXX INC 1994 Stock Option Plan terminated in 2004 and was not renewed.

Fiscal Year-End Option Values

The following table sets forth information with respect to the number of exercisable and unexercisable stock options at December 31, 2005, as well as the value of such stock options having an exercise price lower than the last reported trading price on December 31, 2005 (“in-the-money” options) held by the executive officers named in the Summary Compensation Table. The executive officers named in the Summary Compensation Table did not exercise any stock options in 2005.

Name	Number of Securities Underlying Unexercised Options at Fiscal Year-End (#) Exercisable/ Unexercisable	Value of Unexercised In-The-Money Options at Fiscal Year-End ($) (2) Exercisable/ Unexercisable
David A. Segal (1)	Class A 1,900,000 / -0-	$	2,185,000 / -0-
	Class B 100,000 / -0-		60,000 / -0-

(1) Options granted to Mr. Segal in 2003 were comprised of 1,900,000 shares of Class A common stock and 100,000 shares of Class B common stock.

(2) Based on a price per share of $2.04, the last reported sale price of the Class A common stock on December 31, 2005 and $1.75, the last reported sale price of the Class B common stock on December 31, 2005 and the exercise price per share of $.89 for the Class A common stock and $1.15 for the Class B common stock.

REPORT OF THE COMPENSATION COMMITTEE

The Company’s executive compensation program is administered by the Compensation Committee of the Board of Directors, which is composed of Messrs. Fishman, Perlmutter and Remington.

The Company’s executive compensation policy is designed and administered to provide a competitive compensation program that will enable the Company to attract, motivate, reward and retain executives who have the skills, education, experience and capabilities required to discharge their duties in a competent and efficient manner. The Company’s compensation policy is based on the principle that the financial rewards to the executive should be aligned with the financial interests of the stockholders of the Company. In this manner, the Company will meet its ultimate responsibility to its stockholders by striving to create a suitable long-term return on their investment through earnings from operations and prudent management of the Company’s business and operations.

In determining the appropriate level of executive compensation, the Compensation Committee considered the Company’s financial results during the period and management’s continuing efforts over the past several years in achieving the Company’s goal of building long-term shareholder value. The Committee did not assign specific weights to individual factors, but rather considered all such factors as a whole. Components of the Company’s executive compensation policy in 2005 consisted of base salary, short and long-term compensation.

The Company’s long-term incentive compensation program consists of stock option grants to the Company’s executives. The Company’s short-term incentive compensation program consists of cash bonuses payable based upon the Company’s actual results and progress toward its strategic plans, and an evaluation of each individual’s contributions thereto.

The Compensation Committee did not meet in 2005. Mr. Segal’s base salary and bonus for 2005 were determined by specific formulas as described under the “Executive Employment Contracts” section of this proxy statement in accordance with Mr. Segal’s employment agreement with the Company.

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Although the foregoing describes the Compensation Committee’s current compensation policies applicable to the Company’s executive officers, the Compensation Committee reserves the right to amend these policies at such times in the future and in such manner as the Committee deems necessary or advisable.

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits federal income tax deductions for compensation paid after 1993 to the chief executive officer and the four other most highly compensated officers of the Company to $1 million per year, but contains an exception for performance-based compensation that satisfies certain conditions. In making compensation decisions, the Compensation Committee will consider the net cost of compensation to the Company and whether it is practicable and consistent with other compensation objectives to qualify the Company’s incentive compensation under the applicable exemption of Section 162(m). The Compensation Committee anticipates that deductibility of compensation payments will be one among a number of factors used by the Committee in ascertaining appropriate levels or modes of compensation, and the Compensation Committee will make its compensation decisions based upon an overall determination of what it believes to be in the best interests of the Company and its stockholders.

The foregoing report on executive compensation has been approved by all members of the Compensation Committee.

Jerry Fishman        Norman H. Perlmutter        Fredric Remington

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STOCK PRICE PERFORMANCE GRAPH

The current SEC rules require that the reporting Company include in this proxy statement a line graph which compares cumulative five-year return to Stockholders on an indexed basis with a major index and a nationally recognized industry standard or a peer group index. This information set forth below compares the EXX INC return with the AMEX Composite Index (“XAX”) and the AMEX Industrial Index (“XID”) for this requirement. The information set forth covers the period from year-end 2000 through year-end 2005 and assumes the investment of $100 in December 2000 and the monthly reinvestment of dividends.

	Base Period Dec-00	INDEXED RETURNS Years Ending				Dec-05
Company/Index		Dec-01	Dec-02	Dec-03	Dec-04
EXX INC – CL A	100	80.00	108.44	702.22	280.89	362.67
XAX	100	94.41	91.83	130.72	159.77	195.94
XID	100	110.42	119.49	174.95	224.10	276.07
		ANNUAL RETURN PERCENTAGE Years Ending				Dec-05
Company/Index		Dec-01	Dec-02	Dec-03	Dec-04
EXX INC – CL A		-20.00	35.56	547.54	-60.00	29.11
XAX		-5.59	-2.74	42.36	22.22	22.64
XID		10.42	8.21	46.42	28.09	23.19

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors operates under a written charter adopted April 20, 2004. The Audit Committee consists of three “independent” directors: Messrs. Fishman, Perlmutter and Remington.

The Board of Directors and the Audit Committee believe that the Audit Committee’s current member composition satisfies the rule that governs audit committee composition, including the requirement that all audit committee members are “independent” directors, as that term is defined by Section 121(A) of the listing standards of the American Stock Exchange. The Board of Directors has determined that Norman Perlmutter meets the requirements for and has designated him as the “Audit Committee financial expert”.

The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for 2005 with its management. In addition, the Audit Committee discussed with the Company’s auditors, Rothstein, Kass & Co., P.C., the matters required to be discussed by Statement on Auditing Standards No. 61. The Audit Committee received and discussed with Rothstein, Kass & Co., P.C. written disclosures and the letter regarding any significant relationships that could impair Rothstein, Kass & Co., P.C.’s independence (as required by Independence Standards Board Standard No. 1), and considered the compatibility of non-audit services with Rothstein, Kass & Co., P.C.’s independence.

Based upon the above reviews and discussions, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for 2005 be included in the Annual Report on Form 10-K for the year ended December 31, 2005.

Jerry Fishman        Norman H. Perlmutter        Fredric Remington

INDEPENDENT PUBLIC ACCOUNTANTS

Rothstein, Kass & Co., P.C., the Company’s independent public accountants for 2005, have also been selected as such for 2006. A representative of that firm is expected to be present at the meeting and will have an opportunity to make a statement and respond to appropriate questions from Stockholders.

The following table presents fees for professional audit services rendered by Rothstein, Kass & Co., P.C. for the audit of the Company’s annual consolidated financial statements, and fees billed for other services rendered for the fiscal years shown.

	Fiscal Year Ended December 31, 2005		Fiscal Year Ended December 31, 2004
Audit Fees (1)	$	225,000	$	216,000
Audit-Related Fees (2)		—		—
Tax Fees (3)		38,000		34,000
All Other Fees (4)		—		—
Total	$	263,000	$	250,000

⁽¹⁾ Audit Fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included in our Forms 10-K during the years ended December 31, 2005 and 2004 the review of the Company’s consolidated financial statement included in the Company’s Forms 10-Q during such years and services that are normally provided in connection with statutory and regulatory filings or engagement.

⁽²⁾ Audit-Related Fees consist of fees rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”

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⁽³⁾ Tax Fees consist of fees rendered for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, tax planning and compliance work in connection with acquisitions.

⁽⁴⁾ All Other Fees consist of fees for products and services other than the services reported above.

The Audit Committee of the Board of Directors has established a policy requiring the approval of all audit engagement fees and terms and the pre-approval of all non-audit services provided to the Company. The policy prohibits the Audit Committee from delegating to management the committee’s responsibility to pre-approve permitted services of our independent public accountants.

During 2005, the Audit Committee pre-approved non-audit services related to tax compliance. The Audit Committee pre-approved 100% of the fees for services covered under the captions “Audit-Related Fees” and “Tax Fees” for 2004 and 2005.

Prior to retaining Rothstein, Kass & Co., P.C. to provide any non-audit services, the Audit Committee considered whether provision of all these services was compatible with maintaining the independence of Rothstein, Kass & Co., P.C. and determined that the provision of these services would not interfere with such independence.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As part of Newcor’s bankruptcy reorganization as of January 2003, Mr. Segal, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, purchased the claims or rights of certain parties with respect to approximately $2,400,000 aggregate principal amount of unsecured senior notes issued by the Company’s Newcor subsidiary (“Newcor Notes”). Subsequently, from 2004 through September 30, 2006, Mr. Segal, directly or through entities he controls, purchased approximately $8,669,000 of Newcor Notes from various holders thereof. At September 30, 2006, Mr. Segal, directly or through entities he controls, held approximately $11,069,000 or 77% of the outstanding principal amount of Newcor notes. During 2006, Mr. Segal, directly or through entities he controls, received interest payments from Newcor of approximately $600,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Fishman, Perlmutter and Remington served on the Company’s Compensation Committee during the year ended December 31, 2005. None of the members of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during the year ended December 31, 2005, was formerly an officer of the Company or any of its subsidiaries or had any other relationship requiring disclosure in this proxy statement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of copies of reports received by us pursuant to Section 16(a) of the Securities Exchange Act of 1934, the Company believes that its directors, officers and 10% or greater stockholders complied with all applicable filing requirements during 2005.

OTHER BUSINESS

The Company’s Board of Directors knows of no other matters, which may come before the annual meeting. However, if any other business should come before the annual meeting, the proxies to which this statement relates will be voted on such matters in accordance with the best judgment of the person authorized therein.

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PROPOSALS OF SECURITY HOLDERS

Under the applicable provisions of the proxy regulations of the Securities and Exchange Commission, the Company must receive all proposals of Stockholders to be considered for inclusion in the Company’s proxy statement for the 2006 annual meeting of Stockholders by June 26, 2007. Stockholder proposals that do not appear in the proxy statement may be considered at the 2006 annual meeting only if the Company receives written notice of such proposals by September 9, 2007.

By Order of the Board of Directors,

David A. Segal

Chairman of the Board,

Chief Executive Officer and Chief Financial Officer

Las Vegas, Nevada

October 16, 2006

A copy of the Company’s Form 10-K annual report for the year ended December 31, 2005,

accompanies this proxy statement.

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EXX INC

CLASS A STOCKHOLDER PROXY

Proxy Solicited on Behalf of the Board of Directors of

the Company for the Annual Meeting November 10, 2006

	The undersigned hereby constitutes and appoints David A. Segal his true and lawful agent and proxy, with full power of substitution, to vote, as designated below, all shares of stock that the undersigned is entitled to vote at the annual meeting of Stockholders of EXX INC to be held at the office of Rothstein, Kass & Co., P.C., 4 Becker Farm Road, 2nd Floor, Roseland, New Jersey at 12:00 Noon on Friday, November 10, 2006, and at any adjournments thereof, on all matters coming before said meeting.
		Dated:                          2006
		Signature of Stockholder
		This Proxy Must be Signed Exactly
		As Name Appears Hereon. Executors, administrators, trustees, etc., should give title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer.                 (over)

(continued from other side)

This Proxy will be voted in accordance with the Instructions given herein.

IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE FOR DIRECTOR; AND WILL BE VOTED UPON WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF IN THE JUDGMENT OF THE PERSON NAMED PROXY HEREIN.

1. ELECTION OF DIRECTOR

Nominee, Norman H. Perlmutter

(Mark only one)

¨        VOTE FOR the nominee listed above.

¨        VOTE WITHHELD from the nominee listed above.

2. In his discretion, upon other matters as may properly come before the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE

EXX INC

CLASS B STOCKHOLDER PROXY

Proxy Solicited on Behalf of the Board of Directors of

the Company for the Annual Meeting November 10, 2006

	The undersigned hereby constitutes and appoints David A. Segal his true and lawful agent and proxy, with full power of substitution, to vote, as designated below, all shares of stock that the undersigned is entitled to vote at the annual meeting of Stockholders of EXX INC to be held at the office of Rothstein, Kass & Co., P.C., 4 Becker Farm Road, 2nd Floor, Roseland, New Jersey at 12:00 Noon on Friday, November 10, 2006, and at any adjournments thereof, on all matters coming before said meeting.
		Dated:                          2006
		Signature of Stockholder
		This Proxy Must be Signed Exactly
		As Name Appears Hereon. Executors, administrators, trustees, etc., should give title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer.                (over)

(continued from other side)

This Proxy will be voted in accordance with the Instructions given herein.

IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS; AND WILL BE VOTED UPON WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF IN THE JUDGMENT OF THE PERSON NAMED PROXY HEREIN.

1. ELECTION OF DIRECTORS

Nominees, Jerry Fishman, Frederic Remington, David A. Segal

(Mark only one)

¨ VOTE FOR all nominees listed above; except vote withheld from following nominees (if any):

¨ VOTE WITHHELD from all nominees

2. In his discretion, upon other matters as may properly come before the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE