8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):    December 2, 2008

EXX INC

(Exact name of registrant as specified in its charter)

Nevada	1-5654	88-0325271
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1350 East Flamingo Road, Suite 689
Las Vegas, Nevada	89119-5263
(Address of principal executive offices)	(Zip Code)

(702) 598-3223

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act.

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 3.01        Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 2, 2008, the Board of Directors of EXX INC (the “Company”) unanimously voted to delist the Company’s Class A common stock (“Class A Stock”) and Class B common stock (“Class B Stock”) from NYSE Alternext US (formerly known as the American Stock Exchange) and to voluntarily terminate the registration of the Class A Stock and Class B Stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In connection therewith, the Company notified NYSE Alternext US on December 2, 2008 of the Company’s intention to file a Form 25 on or about December 15, 2008. The Company anticipates that the Form 25 will become effective 10 days following its filing.

On or about December 26, 2008, the effective date of delisting, the Company intends to file a Form 15 with the SEC to voluntarily effect the deregistration of its common stock. The Company is eligible to deregister by filing Form 15 because it has fewer than 300 holders of record of each class of the Class A Stock and Class B Stock. Upon the filing of the Form 15, the Company’s obligations to file certain reports with the SEC, including Forms 10-K, 10-Q and 8K and proxy statements will immediately be suspended. The Company expects the deregistration to become effective 90 days after filing the Form 15 with the SEC.

The Company issued a press release, a copy of which is attached hereto as Exhibit No. 99.1 and incorporated by reference herein, announcing its in intention to delist.

Item 7.01        Regulation FD Disclosure.

On December 2, 2008, the Company issued a press release, a copy of which is attached hereto as Exhibit No. 99.1, announcing that its Board of Directors has declared special cash dividends of $0.65 per share of Class A Stock and $0.65 per share of Class B Stock, each payable on December 22, 2008, to shareholders of record on December 12, 2008.

The information above is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01        Other Events.

On December 2, 2008, the Company issued a press release, a copy of which is attached hereto as Exhibit No. 99.1, announcing that its Board of Directors has declared special cash dividends of $0.65 per share of Class A Stock and $0.65 per share of Class B Stock, each payable on December 22, 2008, to shareholders of record on December 12, 2008.

The information above is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01        Financial Statements and Exhibits.

(d)   The following exhibit is furnished as part of this report:
Exhibit Number	Description
99.1	Press Release dated December 2, 2008.

*                *                *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 2, 2008

EXX INC
By:	/s/  David A. Segal
	David A. Segal Chairman of the Board, Chief Executive Officer and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

CONTACT:	BARRY BORODKIN	RE:	EXX INC
TEL #:	516-568-7679	FAX #:	516-568-7680

EXX INC

Suite 689

1350 East Flamingo Road

Las Vegas, NV 89119

EXX INC DECLARES SPECIAL DIVIDENDS

ON CLASS A AND CLASS B COMMON STOCK AND

ANNOUNCES INTENT TO DELIST ITS SHARES FROM

THE NYSE ALTERNEXT US

AND

TERMINATE SEC REPORTING

Las Vegas, NV – December 2, 2008. EXX INC (EXX-A and EXX-B) today announced that its Board of Directors has declared special dividends of $0.65 per share of Class A Common Stock and $0.65 per share of Class B Common Stock. The special dividends will be payable on December 22, 2008 to holders of record on December 12, 2008. The source of funds will be cash on hand at the Company.

EXX INC further announced that it has filed an application to voluntarily delist its Class A Common Stock and Class B Common Stock from the NYSE Alternext US (formerly the American Stock Exchange) and intends to terminate the registration of its Class A Common Stock and Class B Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the delisting, the Class A Common Stock and Class B Common Stock will not be quoted on any stock exchange, and there can be no assurance that the shares will be quoted on any over-the-counter market. EXX anticipates that it will file a Form 25 with the SEC on December 15, 2008, and that the Class A Common Stock and Class B Common Stock will be removed from listing on the NYSE Alternext US on December 26, 2008. Immediately thereafter, EXX intends to file a Form 15 with the SEC and will no longer be obligated to file certain periodic and other reports with the SEC under the Exchange Act, including Forms 10-K, 10-Q and 8-K and proxy statements.

David A. Segal, the Chairman and Chief Executive Officer of EXX, commented that “the Board of Directors of EXX unanimously approved the declaration of the special dividends and the delisting and deregistration of the Class A and Class B Common Stock. The costs and administrative burdens associated with being a reporting public company have substantially increased, particularly in light of new SEC and Sarbanes-Oxley requirements. In light of the Company’s intent not to access the public capital markets for its foreseeable financing needs, the advantages of being a public reporting company are outweighed by the costs associated with the reporting requirements for public companies. We believe that delisting and deregistering will significantly reduce expenses and are in the best interests of our stockholders.”

The information in this release may contain certain forward-looking statements which are covered under the safe harbor provisions of the Private Securities Legislation Reform Act of 1995 with respect to the Company’s future financial performance. Although EXX INC believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be realized. Forward-looking statements involve known and unknown risks which may cause EXX INC’s actual results and corporate developments to differ materially from those expected. Factors that could cause results and developments to differ materially from EXX INC’s expectations include, without limitation: (1) EXX INC’s ability to continue to access funding for its operations; (2) the cyclical nature of the industries served by EXX INC, all of which have encountered significant downturns in the past; (3) the level of production by and demand from EXX INC’s principal customers upon which EXX INC is substantially dependent; (4) whether, when and to what extent expected orders materialize; (5) whether EXX INC will be able to successfully launch new programs; (6) the impact on EXX INC of actions by its competitors, some of which are significantly larger and have greater financial and other resources than EXX INC; (7) developments with respect to contingencies, including environmental matters, litigation and retained liabilities from businesses previously sold by EXX INC; (8) changes in manufacturing and shipment schedules; (9) labor disturbances, (10) new product and technology developments; (11) denial of the application to voluntarily delist from the NYSE Alternext US; (12) denial of the Form 25 and Form 15 to deregister under the Exchange Act; and (13) the actual amount of cost savings and other benefits from becoming a non-reporting company.