<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 1998
                                             REGISTRATION NO. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             NEW MEXICO AND ARIZONA
                                  LAND COMPANY
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

         ARIZONA                                                      43-0433090
(STATE OR OTHER JURISDICTION                                    (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)


         3033 NORTH 44TH STREET, SUITE 270, PHOENIX, ARIZONA 85018-7228
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)


         NEW MEXICO AND ARIZONA LAND COMPANY 1997 STOCK INCENTIVE PLAN
                              (FULL TITLE OF PLAN)


                               ELIZABETH M. BEDEWI
                       NEW MEXICO AND ARIZONA LAND COMPANY
                        3033 NORTH 44TH STREET, SUITE 270
                           PHOENIX, ARIZONA 85018-7228
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (602) 952-8836
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-------------------------- -------------------- --------------------------- ------------------------- ---------------------

                                                PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM           AMOUNT OF
   TITLE OF SECURITIES        AMOUNT TO BE          PRICE PER SHARE(1)      AGGREGATE OFFERING PRICE      REGISTRATION
    TO BE REGISTERED           REGISTERED                                                                     FEE
-------------------------- -------------------- --------------------------- ------------------------- ---------------------

<S>                          <C>                <C>                         <C>                           <C>      
Common Stock                 500,000 shares               $13.75                 $6,875,000.00             $2,028.13
no par value
-------------------------- -------------------- --------------------------- ------------------------- ---------------------
</TABLE>


(1)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee using the average of the high and low price of the
         Registrant's Common Stock on January 7, 1997.




                             Exhibit Index on Page 6
<PAGE>   2
                                    PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and Rule
428 under the Securities Act of 1933, as amended.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by New Mexico and Arizona Land
Company (the "Company") with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934 and are incorporated by reference herein:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996;

         (b)      the Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1997;

         (c)      the Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997;

         (d)      the Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1997;

         (e)      the Company's Form 8-K Report dated November 17, 1997, as
                  amended by its Form 8-K/A Report dated November 26, 1997; and

         (f)      the description of the Company's no par value common stock
                  contained in the Company's Registration Statement on Form 10,
                  filed under Section 12 of the Securities Exchange Act of 1934.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       2
<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the provisions of the Arizona Business Corporation Act, a
corporation's articles may include a provision permitting or requiring the
corporation to indemnify a director or officer against liability to any person
for any action taken, or any failure to take any action, as a director or
officer, except liability for any of the following: (i) the amount of a
financial benefit received by a director or officer to which the director or
officer is not entitled, (ii) an intentional infliction of harm on the company
or its shareholders, (iii) an approval of a specified unlawful distribution by
the Company to its shareholders (in the case of a director only), and (iv) an
intentional violation of criminal law.

         The Company's Amended and Restated Articles of Incorporation limit, to
the maximum extent permitted by Arizona law, the personal liability of the
directors and officers for monetary damages for breach of their fiduciary duties
as directors or officers. The Company's Restated Articles of Incorporation
provide that the Company shall indemnify its officers and directors to the
fullest extent permitted by law, subject to certain exceptions. If the Arizona
Business Corporation Act is amended to authorize corporate action further
eliminating or limiting the liability of directors, the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the Arizona Business Corporation Act, as amended.

         Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibit Index is located on page 6.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

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

                           (i)      to include any prospectus required by
                                    section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                                       3
<PAGE>   4
                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the registration statement
                           is on Form S-3, Form S-8 or Form F-3, and the
                           information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Commission by the Registrant pursuant to
                           Section 13 or Section 15(d) of the Securities
                           Exchange Act of 1934 that are incorporated by
                           reference in the registration statement.

                  (2)      That, for purposes of determining any liability under
                           the Securities Act of 1933, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

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

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to section 13(a) or section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in such Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than payment by the registrant of expenses
                  incurred or paid by a director, officer or controlling person
                  of the registrant in the successful defense of any action,
                  suit or proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.

                                       4
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on this 23rd day of
December, 1997.

                   NEW MEXICO AND ARIZONA LAND COMPANY,
                   an Arizona corporation


                   By:       /s/Elizabeth M. Bedewi
                             Elizabeth M. Bedewi
                   Its:      Senior Vice President, Treasurer and Corporate
                             Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Elizabeth M. Bedewi as attorney-in-fact, to sign his or her
name on his or her behalf, individually, and in each capacity designated below,
and to file any additional amendments, including post-effective amendments to
this Registration Statement.
       
<TABLE>
<CAPTION>
       Name and Signature                    Title                                       Date
       ------------------                    -----                                       ----


<S>                                          <C>                                         <C> 
       /s/R. Randy Stolworthy                President                                   December 23, 1997
       ------------------------------------
       R. Randy Stolworthy                   (Principal Executive Officer)


       /s/Stephen E. Renneckar               Chairman of the Board of Directors          December 30, 1997
       ------------------------------------
       Stephen E. Renneckar


       /s/John C. Lucking                    Director                                    December 24, 1997
       ------------------------------------
       John C. Lucking

                                             Director                                    December __, 1997
       ------------------------------------
       William A. Pope


       /s/Arnold L. Putterman                Director                                    December 29, 1997
       ------------------------------------
       Arnold L. Putterman


       /s/Ronald E. Strasburger              Director                                    December 24, 1997
       ------------------------------------
       Ronald E. Strasburger


       ------------------------------------
       Robert Wertheim                       Director                                    December __, 1997


       /s/Richard A. Wessman                 Director                                    December 30, 1997
       ------------------------------------
       Richard A. Wessman


       /s/Elizabeth M. Bedewi                Senior Vice President, Treasurer            December 30, 1997
       ------------------------------------
       Elizabeth M. Bedewi                   and Corporate Secretary (Principal
                                             Financial Officer)
</TABLE>


                                       5
<PAGE>   6
                                  EXHIBIT INDEX


       4.1      New Mexico and Arizona Land Company   Filed Herewith
                1997 Stock Incentive Plan

       5        Opinion of Snell & Wilmer L.L.P.      Filed Herewith

       23.1     Consent of KPMG Peat Marwick LLP,     Filed Herewith
                independent auditors

       23.2     Consent of Snell & Wilmer L.L.P.      Included in Exhibit 5

       24       Power of Attorney                     Included in Signature Page


                                       6