New Concept Energy, Inc. (the Company), a Nevada corporation, will be heldhold its Annual Meeting of Stockholders on Thursday, November 29, 2012, at 10:00 AMa.m., local Dallas, Texas time, on December 17, 2009 at Four Hickory Centre, 1755 Wittington Place,1603 LBJ Freeway, Suite 340,800, Dallas, TX 75234,Texas 75234.  The purpose of the meeting is to consider and vote upon the following matters:

1)act upon:

Only stockholdersStockholders of record at the close of business on November 4, 2009 mayMonday, October 29, 2012, will be entitled to vote at the meeting.

Even if

Your vote is important.  Whether or not you plan to attend the meeting, you are still requested toplease complete, sign, date and return the accompanyingenclosed proxy card in the enclosed addressed envelope. Ifaccompanying envelope provided.  Your completed proxy will not prevent you attend, you may votefrom attending the meeting and voting in person ifshould you wish, even though you have sent your proxy.

choose.

The Board of Directors of New Concept Energy, Inc. (the “Company”or “we” or “us”) is sendingsoliciting proxies to be used at the Annual Meeting of Stockholders following the fiscal year ended December 31, 2011 (the “Annual Meeting”).  Distribution of this proxy statementProxy Statement and a Proxy Form is scheduled to begin on October 30, 2012.  The mailing address of the accompanying proxy card toCompany’s principal executive offices is 1603 LBJ Freeway, Suite 300, Dallas, Texas 75234.

Record holders of Common Stock and Series B Preferred Stock in connection with a solicitation of proxies by the board of directors of the Company from the stockholders for use at the annual meeting of stockholders of the Company. We are mailing this proxy statement and the enclosed form of proxy beginning on or about November 4, 2009.

VOTING AND PROXY INFORMATION

Who May Vote

Holders of record of Common Stock and Series B Preferred Stock at the close of business on November 4, 2009 are entitled to receive notice of and toMonday, October 29, 2012 (the “Record Date”) may vote at the annual meeting. At the close of business on the recordAnnual Meeting.  On that date, there were outstanding 1,936,9351,946,935 shares of Common Stock and 559 shares of Series B Preferred Stock the only outstanding securities of the Company entitled to vote at the annual meeting. The Common Stock is held by approximately 440 stockholders of record. The Series B Preferred Stock is held by six stockholders of record.

Required Votes

were outstanding.  Each holder of Common Stock or Series B Preferred stockshare is entitled to cast one vote.

If you return your signed proxy before the Annual Meeting, we will vote per share. Such votes mayyour shares as you direct.  You can specify whether your shares should be cast in personvoted for all, some or by proxy. Under the rulesnone of the American Stock Exchange (the "Exchange"), brokers holding sharesnominees for customers have authority to vote on certain matters when they have not received instructionsdirector.  You can also specify whether you approve, disapprove or abstain from the beneficial ownersother proposal to ratify the selection of auditors.

You may revoke your proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revokedexercised by filing with the Secretary of the Company, before the vote is taken at the annual meeting,(a) delivering a written notice of revocation bearing a dateto the Corporate Secretary, (b) delivering another proxy that is dated later than the date of theoriginal proxy, duly executing and delivering a subsequent proxy relating to the same shares or attending the annual meeting and voting(c) casting your vote in person (although attendance at the annual meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation should be sent to: Corporate Secretary, New Concept Energy, Inc., 1755 Wittington Place, Suite 340, Dallas, Texas 75234.

Expenses of Solicitation

The Company will bear the expense of this solicitation, including the reasonable costs incurred by custodians, nominees, fiduciaries and other agents in forwarding the proxy material to you. The Company will also reimburse brokerage firms and other custodians and nominees for their expenses in distributing proxy material to you. In addition to the solicitation made by this proxy statement, certain directors, officers and employees of the Company may solicit proxies by telephone and personal contact.

PROPOSAL 1

ELECTION OF DIRECTORS

Nominees

At the annual meeting, five directorsAnnual Meeting.  Your last vote will be elected to hold office until the next annual meeting of stockholders. vote that is counted.

The Company's bylaws, as amended, provide that directors are elected annually and that the number of directors constituting the board of directors will from time to time be fixed and determined by a voteholders of a majority of the Company's directors servingshares entitled to vote who are either present in person or represented by a proxy at the timeAnnual Meeting will constitute a quorum for the transaction of such vote.business at the Annual Meeting.  As of October 29, 2012, there were 1,946,935 shares of Common Stock and 559 shares of Series B Preferred Stock issued and outstanding.  The boardpresence, in person or by proxy, of directors is currently comprised of five members.

It is intended thatstockholders entitled to cast at least 973,747 votes constitutes a quorum for adopting the accompanyingproposals at the Annual Meeting.  If you have properly signed and returned your proxy unless contrary instructions are set forth therein,card by mail, you will be voted for the electionconsidered part of the nominees for election as directors. If any nominee becomes unavailable for election to the board of directors,quorum, and the persons named inon the proxy may act withcard will vote your shares as you have instructed.  If the broker holding your shares in “street” name indicates to us on a proxy card that the broker lacks discretionary authority to vote the proxyyour shares, we will not consider your shares as present or entitled to vote for such other persons as may be designated by the board of directors. However, the board is not aware of any circumstances likely to render any nominee unavailable for election. Under Nevada law, directors are elected by apurpose.

A plurality of the votes cast atis required for the annual meeting, assumingelection of directors.  This means that the director nominee with the most votes for a quorumparticular slot is present. The presenceelected to that slot.  A proxy that has properly withheld authority with respect to the election of a majority ofone or more directors will not be voted with respect to the outstanding shares of  Common Stock and Series B Preferred stock, voting as one class, will constitute a quorum. The shares held by each holder of Common Stock and Series B Preferred Stock who signs and returns the enclosed form of proxydirector or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

For the presenceother proposal, the affirmative vote of the holders of a quorummajority of the shares represented in person or by proxy entitled to vote on the proposal will be required for approval.  An abstention with respect to such proposal will not be voted, although it will be counted for purposes of determining whether there is a quorum.  Accordingly, an abstention will have the effect of a negative vote.

The followingCompany is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.  Some of our directors, officers and employees may solicit proxies personally, without any additional compensation, by telephone or mail.  Proxy materials will also be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names.

If you wish to request extra copies free of charge of any annual report, proxy statement or information statement, please send your request to New Concept Energy, Inc., Attention: Investor Relations, 1603 LBJ Freeway, Suite 300, Dallas, Texas 75234 or call (800) 400-6407.

On November 8, 2011, the Board created a new position of Presiding Director, whose primary responsibility is to preside over periodic executive sessions of the Board in which management directors and other members of management do not participate. The Presiding Director also advises the Chairman of the Board and, as appropriate, Committee chairs with respect to agendas and information needs relating to Board and Committee meetings, provides advice with respect to the selection of Committee chairs and perform other duties that the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities. The non-management members of the Board designated Dan Locklear to serve in this position until the Company’s annual meeting of stockholders to be held following the fiscal year ended December 31, 2011.

The Bylaws of the Company provide that any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if one hundred twenty (120) days prior written notice of such stockholders’ intention to make such nomination has been delivered personally to, or has been mailed to and received by the Board of Directors at the annual meeting (allprincipal office of whom were elected by the stockholders atCompany with a copy to the last Annual Meeting). All are incumbent directorsPresident and one is an executive officerSecretary of the Company.  Included withinIf a stockholder has a suggestion for candidates for election, the information below is information concerningstockholder should follow this procedure.  Each notice from a stockholder must set forth (i) the business experiencename and address of each suchthe stockholder who intends to make the nomination and the name of the person duringto be nominated, (ii) the past five years. Theclass and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting and as of the date of such notice, (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person specified in the notice, (iv) a description of all arrangements or understandings between such stockholder and each nominee and any other person (naming those persons) pursuant to which the nomination is to be made by such stockholder, (v) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules, and (vi) the consent of each nominee to serve as a director of the Company if so elected.  The chairman of the Annual Meeting may refuse to acknowledge the nomination of any person not made in compliance with this procedure.

Section 16(a) under the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and any persons holding 10% or more of the Company’s shares of Common Stock are required to report their ownership of the Company’s shares of Common Stock and any changes in that ownership to the SEC on specified report forms.  Specific due dates for these reports have been established, and the Company is required to report any failure to file by these dates during each fiscal year.  All of these filing requirements were satisfied by the Company’s directors and executive officers and holders of more than 10% of the Company’s Common Stock during the fiscal year ended December 31, 2011.  In making these statements, the Company has relied upon the written representations of its directors and executive officers and the holders of 10% or more of the Company’s Common Stock and copies of the reports that each has filed with the SEC.

The following table sets forth the ownership of the Company’s Common Stock, both beneficially ownedand of record, both individually and in the aggregate, for those persons or entities known by the Company to be the beneficial owners of more than 5% of its outstanding Common Stock as of the close of business on October 29, 2012.

The nominees for directors are listed below, together with their ages, terms of service, all positions and offices with the Company, other principal occupations, business experience and directorships with other companies during the last five years or more.  No family relationship exists among any of the directors who own stock asor executive officers of October 17, 2008the Company.  The designation “affiliated” when used below with respect to a director means that the director is set forth in "Stock Ownership."

an officer, director or employee of the Company.

Ms. Beadle is Executive Vice President of Unified Housing Foundation and a licensed realtor.  She has a background in public relations and marketing.  Ms. Beadle is also extremely active in various civic and community services and is currently working with the Congressional Medal of Honor Society and on the Medal of Honor Host City Committee in Gainesville, Texas.

services.

Mr. Bertcher was elected President and Chief Financial Officer effective November 1, 2004.  He was elected Chairman and Chief Executive Officer in December 2006.  He relinquished the position of President in September 2008 and was re-elected President in April 2009.  From January 3, 2003 until that date he was also Chief Executive Officer.  Mr. Bertcher has been Executive Vice President, Chief Financial Officer and Treasurer of the Company since(November 1989 to November 1989.2004).  He has been a certified public accountant since 1973.  Mr. Bertcher is also Executive Vice Presidentpresident (since February 2008) and Chief Financial Officer (since November 2, 2009) of American Realty Investors, Inc., a Nevada corporation ("ARL"(“ARL”) which has its common stock listed and traded on the New York Stock Exchange ("NYSE"(“NYSE”), Transcontinental Realty Investors, Inc., a Nevada corporation ("TCI"(“TCI”) which also has its common stock listed and traded on the NYSE and Income Opportunity Realty Investors, Inc., a Nevada corporation ("lOT"(“IOT”) which has its common stock listed and traded on the American Stock Exchange ("AMEX").NYSE MKT.  All of ARL, TCI and lOTIOT are Dallas, Texas based real estate entities; prior to May 2008 and from February 2008 to April 2008, he was also Interim Chief Financial Officer of ARL, TCI and lOT.IOT.  Until November 1989, Mr. Bertcher was a partner in Grant Thorton, LLP having served as Chairman of its National Real Estate and Construction Committee.

James E. Huffstickler, age 67,70, (Independent) Director since December 2003

Mr. Huffstickler has been Chief Financial Officer of Sunchase America, Ltd., a multi-state property management company, for more than five years.  He is a graduate of the University of South Carolina and was formerly employed by Southmark Management, Inc., a nationwide real estate management company.  Mr. Huffstickler has been a certified public accountant since 1976.

Mr. Locklear has been Chief Financial Officer offo Sunridge Management Group, a real estate management company, for more than five years.  Mr. Locklear was formerly employed by Johnstown Management Company, Inc. and Trammel Crow Company.  Mr. Locklear has been a certified public accountant since 1981 and a licensed real estate broker in the State of Texas since 1978.

Mr. Lund founded Wedgwood Retirement Inns, Inc. in 1977, which became a wholly owned subsidiary of the Company in 1996.  For most of Wedgwood'sWedgwood’s existence, Mr. Lund was Chairman of the Board, President and Chief Executive Officer, positions he held until Wedgwood was acquired by the Company.  Mr. Lund is President and Chief Executive Officer of Wedgwood Services, Inc., a construction-services company not affiliated with the Company.

The Audit Committee has appointed Swalm & Associates, P.C. as the independent registered public accounting firm of the Companyfor Income Opportunity Realty Investors, Inc. for the 20092012 fiscal year and to conduct quarterly reviews through September 30, 2009.2012.  The Company'sCompany’s Bylaws do not require thethat stockholders ratify the appointment of Swalm & Associates, P.C. as the Company'sCompany’s independent registered public accounting firm.  Swalm & Associates, P.C. has served as the Company'sCompany’s independent registered public accounting firm for each of the fiscal yearyears ended December 31, 2008. Swalm & Associates, P.C. replaced Farmer, Fuqua & Huff, P.C. which had been the independent auditors of the Company for the fiscal year ended December 31, 2007.2008, 2009, 2010 and 2011.  The Audit Committee will consider the outcome of this vote in its decision to appoint an independent registered public accounting firm next year, however, it is not bound by the stockholders'stockholders’ decision.  Even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders.

A representative of Swalm & Associates, P.C. will attend the Annual Meeting.  The representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from the stockholders.

The following table sets forth the aggregate fees for professional services rendered to or for the Company for the years 20082011 and 20072010 by the Company’s principal accounting firm, Swalm & Associates, P.C. and Farmer, Fuqua & Huff, P.C.:

All services rendered by the principal auditors are permissible under applicable laws and regulations and were preapprovedpre-approved by either of the Board of Directors or the Audit Committee, as required by law.  The fees paid tothe principal auditors for services as described in the above table fall under the categories listed below:

These services are actively monitored (as to both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in the principal auditor'sauditor’s core work, which is the audit of the Company'sCompany’s consolidated financial statements.

Financial Information Systems Design and Implementation Fees

Neither Farmer, Fuqua & Huff, P.C. nor

Swalm & Associates P.C. rendered anyPC did not render professional services to the Company in 2008 or 2007 with respect to2011 involving any financial information systems design and implementation.

The Audit Committee considersof the Board of Directors is composed of three directors, each of whom satisfies the requirements of independence, experience and financial literacy under the requirements of the NYSE MKT and the SEC.  The Audit Committee has directed the preparation of this report and has approved its content and submission to the stockholders.

Management has the primary responsibility for the Company’s financial reporting process, including its system of internal control over financial reporting and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.  The Company’s independent auditors are responsible for auditing those financial statements in accordance with professional standards and expressing an opinion as to their material conformity with U.S. generally accepted accounting principles and for auditing management’s assessment of, and the effective operation of, internal control over financial reporting.  The Committee’s responsibility is to monitor and review the Company’s financial reporting process and discuss management’s report on the Company’s internal control over financial reporting.  It is not the Committee’s duty or responsibility to conduct audits or accounting reviews or procedures.  The Committee has relied, without independent verification, on management’s representation that the services rendered by Farmer, Fuqua & Huff, P.C.financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the opinion of the independent registered public accountants included in their report on the Committee’s financial statements.

In addition, the Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure.  As part of this process, the Committee continued to monitor the scope and adequacy of the Company’s internal controls, reviewed staffing levels and steps taken to implement recommended improvements in conductingany internal procedures and controls.

Based on the Company's audit.

Committee’s discussion with management and the independent accountants and the Committee’s review of the representation of management and the report of the independent accountants to the Board of Directors, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC.  The Audit Committee and the Board of Directors have also selected Swalm & Associates, P.C. as the Company’s independent registered public accountants and auditors for the fiscal year ending December 31, 2012.

Under the Sarbanes-Oxley Act of 2002 (the "SOAct"“SO Act”), and the rules of the Securities and Exchange Commission (the "SEC"),SEC, the Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor.  The purpose of the provisions of the SOActSO Act and the SEC rules for the Audit Committee role in retaining the independent registered public accounting firmauditor is two-fold.  First, the authority and responsibility for the appointment, compensation and oversight of the auditors should be with directors who are independent of management.  Second, any non-audit work performed by the auditors should be reviewed and approved by these same independent directors to ensure that any non-audit services performed by the auditor do not impair the independence of the independent auditor.  To implement the provisions of the SO Act, the SEC issued rules specifying the types of services that an independent auditor may not provide to its audit client, and governing the Audit Committee'sCommittee’s administration of the engagement of the independent auditor.  As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not impair the auditor'sauditor’s independence.  Accordingly, the Audit Committee has adopted on March 22, 2004 a written preapprovalpre-approval policy of audit and non-audit services (the "Policy"“Policy”), which sets forth the procedures and conditions pursuant to which services to be performed by the independent auditor are to be pre-approved.  Consistent with the SEC rules establishing two different approaches to approving non-prohibited services, the policy of the Audit Committee covers pre-approval of audit services, audit-related services, international administration tax services, non-U.S. income tax compliance services, pension and benefit plan

consulting and compliance services, and U.S. tax compliance and planning.  At the beginning of each fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor'sauditor’s independence from management.  Typically, in addition to the generally pre-approved services, other services would include due diligence for an acquisition that mayormay or may not have been known at the beginning of the year.  The Audit Committee has also delegated to any member of the Audit Committee designated by the Board or the financial expert member of the Audit Committee responsibilities to preapprovepre-approve services to be performed by the independent auditor not exceeding $25,000 in value or cost per engagement of audit and non-audit services, and such authority may only be exercised when the Audit Committee is not in session.

AUDIT COMMITTEE REPORT

The Audit Committee's dutiesCompany has few employees, and charter, adopted by the board of directors on December 9, 1991no payroll or benefit plans and reaffirmed in 2007, ispays compensation to make recommendations for the accounting firm to serve as the Company's independent auditors, consult with the Company's independent auditors with regard to any audit plan adopted by the Company, review the Company's financial statements with the management and the independent auditors prior to publication, determine that no restrictions are placed by management on the scope of implementation of the independent auditors' function and performing such other functions as shall be appropriate to the effective discharge of all such duties and responsibilities.

In accordance with the charter of the Audit Committee, all of the members of the Audit Committee are independent pursuant to the American Stock Exchange listing standards and are financially literate and at leastonly one member of the Audit Committee has accounting or related financial management expertise. The Audit Committee, on behalf of the Board, oversees the Company's financial reporting process. In fulfilling its oversight responsibilities, the Audit Committee reviewed with the Company the audited financial statements and the footnotes thereto in the Annual Report on Form 10-K and discussed with the Company the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee reviewed and discussed with the outside auditor its judgments as to the quality, not just the acceptability of the Company's accounting principles and such other matters as are required to be discussed by the Audit Committee with the Company's outside auditor under generally accepted auditing standards. The Audit Committee discussed with the outside auditor the outside auditor's independence required by the Independence Standards Board to be made by the outside auditor to the Company. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

Audit Committee

Dan Locklear

Jim Huffstickler

Victor Lund

STOCK OWNERSHIP

The following table sets forth as of November 4, 2009 certain information with respect to all stockholders known by the Company to own beneficially more than 5% of the outstanding Common Stock as well as information with respect to the Company's Common Stock owned beneficially by each director, director nominee and current executive officer whose compensation from the Company in 2008 exceeded $100,000, and by all directors and executive officers as a group. Unless otherwise indicated, each of these stockholders has sole voting and investment power with respect to the shares beneficially owned.

				Common Stock
Name of Beneficial Owner				No. of Shares			Percent of Class*
URC Energy, LLC(3)				950,000			50.33%
International Health Products, Inc.(3)(5)				1,413,078			72.58%
HKS Investment Corporation(1)				108,994			5.59%
Gene S. Bertcher(2)				71,811			3.69%
TacCo Financial, Inc.(3)(4)				500			**
Roz Campisi Beadle				100			**
James E. Huffstickler				--			--
Dan Locklear				--			--
Victor Lund				--			--
All executive officers and directors as a group (five persons)*				71,911			3.69%

_*      Based on 1,946,935 shares of Common Stock outstanding at November 4, 2009.

**  less than 1% 

1)      Consists of 108,994 shares of Common Stock owned by HKS Investment Corporation ("HKS"). According to an original statement on Schedule 13D dated January 9, 2006, the HKS consists of David Hensel, John Kellar and Marshall Stagg, each of whom are deemed to be the beneficial owner of all 108,994 shares. Hensel is stated to be a shareholder, director and president of HKS. Kellar is a shareholder, director and vice president and treasurer of HKS and Stagg is a shareholder, director and secretary of HKS.

2)      Consists of 71,811 shares of Common Stock owned by Mr. Bertcher.

3)      Based on a Schedule 13D, amended September 14, 2009, filed by each of these entities, each of these entities owns of record the number of shares set forth for such entity in the table. The Schedule 13D indicates that three entities: TacCo Financial, Inc., International Health Products, Inc. ("IHPI") and URC Energy, LLC, the sole member of which is IHPI, collectively, may be deemed a "Person" within the meaning of Section 13d of the Securities Exchange Act of 1934.

4)      Consists of 500 shares of Common Stock. Officers and Directors of TacCo Financial, Inc. ("TFI") are J.T. Tackett, Director, Chairman and CEO; J.T. Tackett, Director, President and Treasurer. TFI's stock is owned by Electrical Networks, Inc. (75%) and Starr Investments (25%).

5)      Consists of 463,078 shares of Common Stock owned by IHPI. Officers and Directors of International Health Products, Inc. are R. Neil Crouch II, Director, President, Treasurer and Secretary.

EXECUTIVE COMPENSATION

officer.  The following tables set forth the compensation in all categories paid by the Company for services rendered during the fiscal years ended December 31, 2008, 2007,2011, 2010 and 2006 to2009 by the ChiefPrincipal Executive Officer of the Company and to the other executive officers and Directors of the Company whose total annual salary in 20072011 exceeded $100,000, the number of options granted to any of such persons during 20062011 and the value of the unexercised options held by any of such persons on December 31, 2007.

SUMMARY COMPENSATION TABLE
				Long Term
				Compensation-
				Number of
				Shares of
Name and		Annual		Common Stock			All
Principal		Compensation		Underlying			Other
Position	Year	Salary		Options			Compensation
Gene S. Bertcher President, Chief Financial Officer and Chairman of The Board of Directors	2008	$          215,000		--			--
	2007	186,000		--			--
	2006	186,000		--			--

2011.

The Board of Directors administers the Company's 1997 Stock Option Plan (the "1997 Plan") and the 2000 Stock Option Plan (the "2000 Plan") each of which provides for grants of incentive and non-qualified stock options to the Company's executive officers, as well as its directors and other key employees, and consultants. Under the two Plans, options are granted to provide incentives to participants to promote long-term performance of the Company and, specifically, to retain and motivate senior management in achieving a sustained increase in stockholder value. Currently, none of the Plans has a pre-set formula or criteria for determining the number of options that may be granted. The exercise price for an option granted is determined by the Compensation Committee, in an amount not less than 100 percent of the fair market value of the Company's Common Stock on the date of grant. The Compensation Committee reviews and evaluates the overall compensation package of the executive officers and determines the awards based on the overall performance of the Company and the individual performance of the executive officers. The Company's stock plans total 50,000 shares of Common Stock under the 1997 Plan and 50,000 shares of Common Stock under the 2000 Plan. Options have been granted for all shares reserved under the 1997 Plan and 10,000 shares for the 2000 Plan.

All stock option plans expired May 31, 2009.

Compensationof Directors

The Company pays each non-employee director a fee of $2,000 per quarter. Directors who are employees of the Company receive no additional compensation for service as a director.

REPORT OF INDEPENDENT DIRECTORS ON COMPENSATION

The compensation paid to the Company's executive officers is reviewed and approved annually by the independent members of the board of directors acting as the Company's Compensation Committee. In addition to approving annual compensation for the Company's executive officers, the independent directors approve any incentive awards for executive officers and other key employees, any stock option grants and additional benefits.

The Company's compensation philosophy is to attract, retain and reward executives who have shown they are capable of leading the Company in achieving its business objectives and performance goals. These objectives include preserving and increasing the Company's asset value; positioning the Company's operations in geographic markets offering long term, profitable growth opportunities and preserving and enhancing shareholder value and keeping the Company competitive in its marketing and operations.

The board of directors determined that the primary forms of executive compensation should be the incentive system discussed above.  The Company'sCompany’s performance is a key consideration (to the extent that such performance can be fairly attributed or related to an executive'sexecutive’s performance) and each executive'sexecutive’s responsibilities and capabilities are key considerations.  The independent directors strive to keep executive compensation competitive for comparable positions in other corporations where possible.  In addition, the Compensation Committee believes in equity compensation wherein executives will be additionally rewarded based on increasing the Company's shareholderCompany’s stockholder value.  Base salaries are predicated on a number of factors, including:

On November 20, 2007, the Company made a $630,000 loan to Prime Income Asset Management, Inc. (“PIAMI”).  In 2008, the Company made additional net advances on the loan totaling approximately $6.3 million.  The following paragraphs describe certain transactions betweeninitial loan and the additional advances have been combined into a new loan with interest at the prime rate plus two percent.  On May 21, 2009, PIAMI acquired two notes receivable issued by Eurenergy Resources, Inc. (“Eurenergy”) at face value plus accrued interest totaling $3,970,897.  Also effective May 21, 2009, the Company and any stockholder beneficially owning more than 5%PIAMI entered into a new consolidated note which combined all three loans to PIAMI and Eurenergy into one note issued by PIAMI which combined obligation requires interest at the prime rate plus two percent with principal and interest payable within thirty days after demand, or if no demand is made prior thereto, on January 31, 2013.  At December 31, 2010, the balance due including accrued interest on the consolidated note receivable from PIAMI was $10.4 million.

During the first three quarters of the outstanding Common Stock of2011, the Company accrued interest of $360,000 and received $715,000 in payments from PIAMI.  However, during the executive officers and directorsfourth quarter of 2011, the Company director nomineesdetermined that the financial condition of PIAMI had deteriorated and membersthere could be no assurance that the amount owed would or could be collectable.  The Company recorded a reserve of $10,000,000 which resulted in holding the immediate family or affiliates of any of them, which occurred since the beginning of the 2007 fiscal year.

consolidated note receivable at a net zero value.

In November 2007, the Company leased approximately 5,000 square feet of office space at a market rate of $22.50 per square foot. The landlord, Art Four Hickory Corporation, was a wholly owned subsidiary of TacCo Financial, Inc., which is a shareholder in the Company. In September 2007, 70% of the building was sold to third parties.

On November 1,2007, a wholly owned subsidiary of New Concept Energy, Inc. entered into an agreement with Source Rock EnergyEurenergy to provide accounting and administrative services at $15,000 per month.  As of Arkansas, LLC, a Nevada limited liability company ("SRA"), a related party, to acquire 1,712 net acres of mineral leasehold interests in four separate sections of land in the Fayetteville Shale area of Arkansas in exchange for the issuance of a promissory note. The acquisition price was $4,000 per net acre payable on December 31, 2010 with interest at 9.5% per annum. The subsidiary also acquired two separate options to acquire additional leasehold interests of 1,815 net acres and 583 net acres in the same county in Arkansas at the same price of $4,000 per net acre. At the time of the acquisition, it was the Company's intention, subject to the availability of funds, to develop and drill gas wells on the acreage however an opportunity developed where2011, Eurenergy owes the Company could sell$156,900 for such services.  In June 2009, the mineral rightsagreement with Eurenergy expired.  As of December 31, 2011, the amount receivable from Eurenergy has been fully reserved.  The Company entered into a similar agreement with Energy Advisors, LLC in July 2009.  Energy Advisors, LLC paid all amounts due during 2010 and the arrangement was terminated.

The Company has payables to an independent third partyrelated parties of $691,000 and $953,000 for cash. On May 9, 2008, the company exercised its options to acquire the additional 2,398 acresDecember 31, 2011 and completed a sale of all its 4,112 acres of mineral rights. The company received cash2010 respectively, balances which include amounts due for various accounting services such as payroll, insurance, supplies and recorded income before taxes of $16,440,000.

On March 18, 2008,other operational matters which the Company completedobtained through related parties.  By purchasing these services through certain large entities, the sale of 950,000 newly issued shares of its common stock to URC Energy, LLC ("URC") for $3.00 per share, or $2,850,000. This brought total shares of common stock outstanding to 1,969,939 sharesCompany believes it can get lower costs and gave URC 49.05% of the outstanding shares of the Company's common stock. URC is a related party. As a group, related parties control approximately 69% of the Company's issued and outstanding common stock.

better service.

It is the policy of the Company that all transactions between the Company and any officer or director, or any of their affiliates, must be approved by a majority of independentnon-management members of the boardBoard of directorsDirectors of the Company.  All of the transactions described above were so approved.

Board Committees

The Board of Directors held four meetings during 2008. No incumbent director attended fewer than 75%knows of the aggregate of (i) the total number of meetings held by the Board during the period for which he or she had been a director, and (ii) the total number of meetings held by all Committees of the Board on which he or she served during the period that he or she served.

The Board of Directors has standing Audit, Compensation and Governance and Nominating Committees. The charters of the committees are available on the Company's web site, www.newconceptenergy.com. and are also available in hard copy through a written request to the Company's Investor Relations Department at the address on page one of this proxy.

The current Audit Committee was formed on December 12, 2003, and its function is to review the Company's operating and accounting procedures. A Charter of the Audit Committee was adopted by the Board in December 1991, and reaffirmed in December 2007.

The current members of the Audit Committee, all of whom are independent within the SEC regulations, the listing standards of the AMEX, and the Company's Corporate Governance Guidelines are Messrs. Locklear (Chairman), Huffstickler and Lund. Mr. Dan Locklear, a member of the Committee is qualified as an Audit Committee financial expert within the meaning of SEC regulations, and the Board has determined that he has the accounting and related financial management expertise within the meaning of the listing standards of the AMEX. The Audit Committee met twice in 2008.

The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating to the corporate governance, including reviewing and monitoring implementation of the Company's Corporate Governance Guidelines. In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee also prepares and supervises the Board's annual review of director independence and the Board's performance and self-evaluation. The Charter of the Governance and Nominating Committee was adopted on October 20, 2004. The members of the Committee are Messrs. Huffstickler (Chairman) and Lund and Ms. Beadle. The Governance and Nominating Committee held one meeting in 2008 at which it reviewed its charter and obligations for the coming year at its November 2008 meeting.

The Board has also formed a Compensation Committee of the Board of Directors, adopted a Charter for the Compensation Committee on October 20, 2004, and selected Ms. Beadle (Chairman) and Messrs. Huffstickler and Locklear as members of such Committee. The Compensation Committee has held one meeting in 2008 at which it reviewed its charter and obligations for the coming year at its November 2008 meeting.

The members of the Board of Directors on the date of this Report and the Committees of the Board on which they serve are identified below:

Director	Audit Committee	Governance and Nominating Committee	Compensation Committee
Roz Campisi Beadle		X	Chairman
Gene S. Bertcher
James E. Huffstickler	X	Chairman	X
Dan Locklear	Chairman		X
Victor L. Lund	X	X

During October 2004, the Board adopted its Corporate Governance Guidelines. The Guidelines adopted by the Board meet or exceed the new listing standards adopted during the year by the AMEX. Pursuant to the Guidelines, the Board undertook its annual review of director independence, and during this review, the Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates, including those reported under Certain Relationships and Related Transactions. The Board also examined transactions and relationships between directors or their affiliates and members of the Company's senior management or their affiliates. As provided in the Guidelines, the purpose of such review was to determine whether such relationships or transactions were inconsistent with the determination that the director is independent.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company pursuant to Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), or upon written representations received by the Company, the Company is not aware of any failure by any director, officer or beneficial owner of more than 10% of the Company's Common Stock to file with the Securities and Exchange Commission, on a timely basis, any Form 3, 4 or 5 relating to 2007.

ANNUAL REPORT

The annual report to stockholders, including consolidated financial statements, for the year ended December 31, 2008 was mailed to shareholders in April 2009. The annual report is not a part of the proxy solicitation material. The annual report is the Company's Form 10-K for 2008, including the financial statements and schedules, as filed with the Securities Exchange Commission. A stockholder may request copies of any exhibit to the Form 10K and the Company will charge a fee to cover expenses to prepare and send any exhibits. You may request these from: Corporate Secretary, New Concept Energy, Inc., 1755 Wittington Place, Suite 340, Dallas, Texas 75234.

OTHER MATTERS

The board of directors does not intend to bring anyno other matters that may be properly or should be brought before the annual meeting and has not been informed thatAnnual Meeting.  However, if any other matters are to be presented to the annual meeting by others. In the event that other matters properly comebrought before the annual meeting or any adjournments thereof it is intended thatAnnual Meeting, the persons named in the accompanyingenclosed proxy and acting there underor their substitutes will vote in accordance with their best judgment.

DEADLINE FOR SUBMISSION

judgment on such matters.

Stockholder proposals for our Annual Meeting to be held in 2013 must be received by us by December 31, 2012, and must otherwise comply with the rules promulgated by the Securities and Exchange Commission to be considered for inclusion in our proxy statement for that year.  Any stockholder who intendsproposal, whether or not to present a proposalbe included in our proxy materials, must be sent to our Corporate Secretary at the 2009 annual meeting of stockholders must file such proposal with the Company by January 1, 2010 for possible inclusion in the Company's proxy statement and form of proxy relating to the meeting.

1603 LBJ Freeway, Suite 300, Dallas, Texas 75234.