<PAGE>   1
                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
(mark one)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1999.

[ ]      Transition Report Pursuant to Section 13 or 15(D) of the Securities
         Exchange Act of 1934
         For the transition period from N/A to N/A .

                          Commission File Number: 0-497


                       NEW MEXICO AND ARIZONA LAND COMPANY
             (Exact name of registrant as specified in its charter)

          ARIZONA                                            43-0433090
(State or other jurisdiction of                             ( I.R.S. Employer
incorporation or organization)                              Identification No.)

    3033 N. 44TH STREET, SUITE 270, PHOENIX, ARIZONA           85018-7228
          (Address of principal executive offices)             (Zip Code)

                                  602/952-8836
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes X    No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

       COMMON STOCK, NO PAR VALUE                         6,925,636
             Class                             Outstanding at November 10, 1999


<PAGE>   2
New Mexico and Arizona Land Company and Subsidiaries                  FORM 10-Q

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       UNAUDITED
                                                                   SEPTEMBER 30,         December 31,
(in thousands, except share data)                                      1999                 1998
<S>                                                                 <C>                  <C>

Assets
   Properties, net                                                      $51,925               $43,340
   Commercial real estate loans, net                                     29,550                20,631
   Receivables                                                            6,079                 4,962
   Investments in joint ventures                                             11                    11
   Cash and cash equivalents                                              1,569                 4,669
   Other                                                                  1,064                   772
                                                                        -------               -------
Total assets                                                            $90,198               $74,385
                                                                        -------               -------

Liabilities and Shareholders' Equity
   Notes payable and lines of credit                                    $24,175               $14,264
   Accounts payable and accrued liabilities                               1,552                 1,407
   Deferred revenue                                                       7,232                 5,520
   Deferred income taxes                                                  5,254                 4,160
                                                                        -------               -------
   Total liabilities                                                     38,213                25,351
                                                                        -------               -------
Non-controlling  interests                                                1,433                 1,889
                                                                        -------               -------
Commitments and contingencies
Shareholders' equity:
   Preferred stock, no par value; 10,000,000 shares
      authorized; none issued
   Common stock, no par value; 30,000,000 shares
      authorized; 6,925,636 issued and outstanding                       35,341                35,341
Retained earnings                                                        15,211                11,804
                                                                        -------               -------
   Total shareholders' equity                                            50,552                47,145
                                                                        -------               -------
Total liabilities and shareholders' equity                              $90,198               $74,385
                                                                        =======               =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       2

<PAGE>   3
New Mexico and Arizona Land Company and Subsidiaries                  FORM 10-Q

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three months ended           Nine months ended
                                                                 September 30,              September  30,
                                                              1999          1998            1999          1998
 (in thousands, except per share data)
<S>                                                        <C>           <C>          <C>            <C>
Revenue:
  Property sales                                            $6,713          $ 426        $19,339       $8,478
  Property rentals                                             640            745          1,589        2,230
  Commercial real estate lending                             1,321          1,047          3,275        2,665
  Investment income                                            133            137            451          294
  Other                                                        107            405            287          568
                                                           -------        -------       --------      -------
                                                             8,914          2,760         24,941       14,235
                                                           -------        -------       --------      -------

Expenses:
  Cost of property sales                                     4,588            167         12,979        6,115
  Property rentals                                             510            245          1,048          734
  General and administrative                                   903          1,020          3,191        2,509
  Interest                                                     414            350          1,089          929
  Depreciation, depletion and amortization                     137            173            450          490
                                                           -------        -------       --------      -------
                                                             6,552          1,955         18,757       10,777
                                                           -------        -------       --------      -------

Income Before Joint Ventures, Non-controlling
   Interests and Income Taxes                                2,362            805          6,184        3,458
Gain from joint ventures                                        --             63             --          520
Non-controlling interests                                      (13)           (31)          (543)        (287)
                                                           -------        -------       --------      -------

Income Before Income Taxes                                   2,349            837          5,641        3,691
Income taxes                                                   931            320          2,234        1,447
                                                           -------        -------       --------      -------

Net Income                                                 $ 1,418          $ 517       $  3,407      $ 2,244
                                                           =======        =======       ========      =======
Net income per Share of Common Stock
     Basic                                                 $  0.20        $  0.07        $  0.49      $  0.31
     Diluted                                               $  0.20        $  0.07        $  0.49      $  0.31
                                                           =======        =======       ========      =======

Weighted Average Number of Common Shares
     Basic                                                   6,926          6,926          6,926        6,926
     Diluted                                                 6,926          6,933          6,926        6,933
                                                           =======        =======       ========      =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       3

<PAGE>   4
New Mexico and Arizona Land Company and Subsidiaries                  FORM 10-Q

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30,
(in thousands)                                                             1999                 1998

<S>                                                                   <C>                 <C>
CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES:
Net income                                                               $3,407              $2,244
Non-cash items included above:
   Depreciation, depletion and amortization                                 450                 490
   Deferred revenue                                                       1,025                 377
   Deferred income taxes                                                  1,094              (1,200)
   Allowance for bad debts                                                  250                  --
   Equity in earnings of joint ventures                                      --                (451)
   Non-controlling interests                                                543                 287
Net change in:
   Receivables                                                           (1,117)             (3,967)
   Properties under development                                           1,961                 401
   Other properties                                                       3,150               2,583
   Other assets                                                            (292)               (115)
   Accounts payable and accrued liabilities                                 145                (529)
                                                                       --------            --------
Net cash flows provided by/(used in) operating activities                10,616                 120
                                                                       --------            --------

CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES:
   Additions to properties                                              (14,145)             (1,464)
   Distributions from joint ventures                                         --                 852
   Collections of principal on commercial real estate loans               9,176               7,759
   Additions to commercial real estate loans                            (17,659)            (15,109)
                                                                       --------            --------
Net cash flows provided by/(used in) investing activities               (22,628)             (7,962)
                                                                       --------            --------

CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:
   Proceeds from debt                                                    29,622               7,146
   Payments of debt                                                     (19,711)             (2,703)
   Distributions to non-controlling partners                               (999)               (200)
                                                                       --------            --------
Net cash flows provided by/(used in) financing activities                 8,912               4,243
                                                                       --------            --------
Net (decrease) in cash and cash equivalents                              (3,100)             (3,599)
                                                                       --------            --------
Cash and cash equivalents at beginning of period                          4,669               6,016
                                                                       --------            --------
Cash and cash equivalents at end of period                               $1,569              $2,417
                                                                       ========            ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       4

<PAGE>   5
New Mexico and Arizona Land Company and Subsidiaries                  FORM 10-Q


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      In the opinion of the Company, the accompanying unaudited consolidated
        financial statements contain all normal, recurring adjustments necessary
        to present fairly the financial position, results of operations and cash
        flows for the periods presented. The accompanying statements do not
        include all disclosures considered necessary for a fair presentation in
        conformity with generally accepted accounting principles. Therefore, it
        is recommended that the accompanying statements be read in conjunction
        with the consolidated financial statements appearing in the Company's
        1998 annual report on Form 10-K.

2.      The results of operations for the three months and nine months ended
        September 30, 1999 and 1998, are not necessarily comparable and may not
        be indicative of the results which may be expected for future quarters
        or future years.

3.      The Company's consolidated financial statements include those of its
        wholly-owned subsidiaries, Bridge Financial Corporation ("BFC"), NZ
        Properties, Inc., NZ Development Corporation, NZU, Inc. and Great
        Vacations International, Inc., together with joint ventures which the
        Company controls or in which the Company holds a majority ownership.

4.      Certain prior period amounts have been reclassified for comparative
        purposes.

5.      Net income per share computations are based on the weighted average
        number of shares outstanding for the period. For the three months and
        nine months ended September 30, the weighted average number of shares
        outstanding were 6,926,000 for basic and diluted in 1999 and 6,926,000
        (basic) and 6,933,000 (diluted) in 1998.

6.      The Company is engaged in three operating segments; Real Estate,
        Short-term Commercial Real Estate Lending and Other Business. The
        Short-term Commercial Real Estate Lending segment is primarily conducted
        through BFC.

                                       5

<PAGE>   6
       Reconciliation of Segment Information to Consolidated Amounts

                Management evaluates the performance of each segment based on
       income after allocations and identifiable assets. Income after
       allocations is income before joint ventures, non-controlling interests
       and income taxes, including allocations of corporate overhead expenses.
       Identifiable assets include assets employed in the generation of income
       for each segment.

             Information for the Company's reportable segments reconciles to the
       Company's consolidated totals as follows:

<TABLE>
<CAPTION>
       REVENUES (UNAUDITED):
                                                            Three months ended           Nine months ended
                                                               September 30,               September 30,
       (in thousands)                                         1999         1998           1999       1998

<S>                                                          <C>           <C>          <C>         <C>
       Real Estate                                           $7,298        $1,651       $21,219     $11,438
       Short-term Commercial Real Estate Lending              1,576         1,073         3,624       2,699
       Other                                                     40            36            98          98
                                                             ------        ------       -------     -------
       Consolidated total                                    $8,914        $2,760       $24,941     $14,235
                                                             ======        ======       =======     =======
</TABLE>

<TABLE>
<CAPTION>
       INCOME AFTER ALLOCATIONS (UNAUDITED):
                                                          Three months ended              Nine months ended
                                                              September 30,                 September 30,
       (in thousands)                                         1999         1998           1999       1998

<S>                                                          <C>           <C>           <C>         <C>
       Real Estate                                           $1,689        $   20        $4,489      $1,561
       Short-term Commercial Real Estate Lending                637           750         1,604       1,802
       Other                                                     36            35            91          95
                                                             ------        ------       -------     -------
       Income before joint ventures, non-controlling
          Interests and income taxes                         $2,362        $  805        $6,184      $3,458
                                                             ======        ======       =======     =======
</TABLE>

<TABLE>
<CAPTION>
       IDENTIFIABLE ASSETS:
                                                                       UNAUDITED
                                                                   SEPTEMBER 30,     December 31,
       (in thousands)                                                      1999             1998

<S>                                                                      <C>             <C>
       Real Estate                                                       $51,378         $48,134
       Short-term Commercial Real Estate Lending                          38,014          25,428
       Other                                                                 806             823
                                                                         -------         -------
       Consolidated total                                                $90,198         $74,385
                                                                         =======        ========
</TABLE>

                                       6

<PAGE>   7
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

        For the nine months ended September 30, 1999, net income was $3,407,000
($0.49 per share) compared to $2,244,000 ($0.31 per share) for the same period
in 1998. Pre-tax earnings from property sales were up by approximately
$3,997,000 for the nine-month period ended September 30, 1999 as compared to the
same period in 1998. The increase is primarily due to the sale of three
apartment complexes in New Mexico, a bulk lot sale of 203 lots made by one of
the Albuquerque joint ventures in which the Company owns a 75% interest, the
sale of the remainder of the Colorado property, the sale of approximately 56.75
acres in Mesa, Arizona, and recognition of deferred profit from property in
Scottsdale, Arizona the Company sold in 1998. These sales are compared to five
bulk land sales in 1998, for which profit recognition was lower due to lower
aggregate sales prices and profit margins than in 1999. The timing of profit
recognition on real estate sales is contingent on several factors and profit may
not all be recognizable in the period property is sold. Consequently, the profit
on property sales made by the Company in a period may be recognized in that
period or later periods. Pre-tax earnings from property sales were up by
approximately $1,866,000 for the three-month period ended September 30, 1999 as
compared to the same period in 1998. The increase is primarily due to the sale
of two of the apartment complexes in New Mexico and the sale of approximately
56.75 acres in Mesa, Arizona. There were no comparable sales in the same period
in 1998.

        The Company experienced a 64% decline in operating income from property
rentals for the nine-month period ended September 30, 1999 as compared to the
same period in 1998 and a 74% decline in operating income from property rentals
for the three-month period ended September 30, 1999 as compared to the same
period in 1998. Both declines are primarily attributable to the sale of the four
Federally-subsidized apartment complexes in New Mexico (one was sold in late
1998, two were sold in the first quarter of 1999 and the fourth was sold in the
third quarter of 1999). The Company has replaced the apartments with three
industrial warehouse buildings in Arizona in connection with tax-deferred
exchanges under Section 1031 of the Internal Revenue Code. The first quarter of
2000 will be the first period reported which will include an entire quarter of
operating income from all of the newly acquired industrial buildings, plus the
two industrial buildings the Company already owned. The Company expects that, at
that time, the operating income from all property rentals will return to a level
that will be approximately 90% of the levels that were typically reported from
all property rentals prior to the sale of the apartments. In addition to the
operating income, the Company has interest income from certain tax-exempt
municipal bonds the Company received as partial payment for the apartments. The
Company estimates the sum of the interest income from the bonds plus the
operating income from all rental properties will be approximately equal to the
operating income from all rental properties prior to the sale of the apartments.
By selling the apartments the Company eliminated the risk that up to $650,000,
or 36%, of the operating income from the apartments could have been eliminated
due to changes in HUD regulations governing

                                       7

<PAGE>   8
the rent subsidies the Company received with respect to the apartments.

         The increase in general and administrative expense of $682,000 for the
nine months ended September 30, 1999 as compared to same period in 1998 is due
primarily to increases in three items. Approximately $250,000 of the increase is
due to increased legal expense, primarily attributable to the Sedona litigation.
Approximately $182,000 of the increase is due to increased accounting costs,
primarily attributable to professional fees related to the Company's restatement
of its 1998 quarterly financial statements and additional audit and tax
consulting surrounding the Company's sale of several real estate assets. A
portion of the increased accounting costs is also due to tax consulting related
to improving the Company's tax analysis models and systems. An increase in the
allowance for bad debts accounts for $250,000 of the increase in general and
administrative expenses. For the three month period ended September 30,
1999, the decrease in general and administrative expense of $117,000 as compared
to the same period in 1998 had two major components: a decrease in expenses of
approximately $270,000 which is partially offset by an increase of $150,000 in
the allowance for bad debts. Approximately $65,000 of the decrease is due to
decreased legal expense. Approximately $110,000 of the decrease is due to a
non-recurring excise tax incurred in 1998 but not 1999 in connection with the
termination of the Company's defined benefit pension plan. Approximately $60,000
of the decrease is due to the use of a consultant in 1998 that was not used in
1999. Approximately $35,000 of the decrease is due to computer consulting fees
and a lease in 1998 with no comparable costs in 1999.

        The managed loan portfolio of Bridge Financial Corporation ("BFC"), a
wholly-owned subsidiary of the Company, stood at $62.7 million as of September
30, 1999, of which $28.1 million was participated with other lenders and $33.9
million (net of an allowance for bad debts of $.5 million and undisbursed loan
proceeds of $.2 million) was recorded in the Company's financial statements. As
of October 31, 1999 the managed portfolio was $60.2 million, of which $26.1
million was participated and $33.4 million (net of an allowance for bad debts of
$.5 million and undisbursed loan proceeds of $.2 million) was recorded in the
Company's financial statements. This compares to a December 31, 1998 managed
portfolio of $53.8 million of which $32.4 million was participated and $20.7
million (net of an allowance for bad debts of $.3 million and undisbursed loan
proceeds of $.4 million) was recorded in the Company's financial statements, and
compares to a September 30, 1998 managed portfolio of $59.9 million of which
$36.4 million was participated and $22.6 million (net of an allowance for bad
debts of $.3 million and undisbursed loan proceeds of $.6 million) was recorded
in the Company's financial statements.

         The Company previously reported the Sedona project was in escrow. That
buyer exercised contractual rights to cancel the purchase agreement. The Company
is currently in negotiations with other potential buyers. As is customary in the
real estate business, the buyers of the properties the Company has previously
reported to be in escrow have certain time periods within which to perform
feasibility and due diligence investigations and may exercise certain
contractual rights to cancel the purchase contracts. Any such cancellation,

                                       8

<PAGE>   9
depending on the reason for and timing of such cancellation, may or may not
cause the buyer to incur a penalty for such cancellation. No assurance can be
given that any particular escrow will actually close.

LIQUIDITY AND CAPITAL RESOURCES

         The real estate lending business will continue to require large amounts
of capital in order for the Company to be an effective competitor in the market.
In addition, the Company will require cash for working capital, for continuing
development work on existing real estate projects and for projects that may be
acquired through tax-deferred exchanges. (See "Continuation of New Business
Activity and Change of Principal Business Emphasis" in Item 7 of the Company's
1998 Annual Report on Form 10-K.)

         The Company expects to generate cash from the sale of real estate,
operations of the Company's income producing industrial warehouse buildings,
interest income, and principal repayments on maturing loans in the Company's
existing loan portfolio. In addition, the Company now uses and intends to
continue to use participants or other joint funding sources on certain real
estate loans. Also, the Company has cash available from certain lines of credit
as described below.

         The Company expects available cash from all sources will be sufficient
to meet the Company's operating and other requirements through at least the
second quarter of 2000. To the extent the Company requires additional lines of
credit to fund growth in the Company's business, either prior to or after the
second quarter 2000, the Company believes that such additional credit will be
available from current lenders or other lenders.

         As of September 30, 1999 the Company has a partially secured revolving
line of credit from a commercial bank with a maximum amount available of
$15,000,000 that may be used for general corporate purposes. The line bears
interest at the prime rate and expires July 3, 2000. At September 30, 1999 there
was an outstanding balance of $3,750,000. As of October 31, 1999 the line had an
outstanding balance of $1,550,000. This loan contains financial covenants which
require the Company to maintain a specified minimum ratio of net notes
receivable (as defined) to the outstanding loan balance; a specified minimum
excess of current assets over current liabilities (as defined); and a specified
minimum tangible net worth. At September 30, 1999 the Company was in compliance
with these financial covenants.

         The same commercial bank has made a construction loan to the Company to
finance development of the Grove Commons project. The loan is secured by the
property. The loan bears interest at the prime rate and expires December 31,
1999. At September 30, 1999 and October 31, 1999 the loan had an outstanding
balance of $1,895,000. The Company has obtained a commitment from a life
insurance company to replace this loan with longer-term financing prior to its
maturity.

         One of the Albuquerque joint ventures, in which the Company owns a 75%
interest, has a construction loan with a commercial bank to finance lot
development. The loan bears

                                       9

<PAGE>   10
interest at the prime rate plus 1/4% and expires March 1, 2000. At September
30, 1999 and October 31, 1999 the loan had an outstanding balance of $127,000.

         Additionally, BFC has a revolving $25,000,000 warehouse line of credit
with a large non-bank commercial lender to finance certain portions of BFC's
real estate lending activities. The line bears interest at rates ranging from
30-day LIBOR plus 250 basis points to 30-day LIBOR plus 300 basis points and
expires December 31, 1999. As amounts are drawn, the line will be secured by
certain loan assets of the Company. At September 30, 1999 and October 31, 1999
the line had an outstanding balance of $5,270,000. This loan contains financial
covenants which require BFC to maintain a minimum tangible net worth, a
specified maximum ratio of debt to tangible net worth, and a specified minimum
ratio of liquid assets to tangible net worth. At September 30, 1999 BFC was in
compliance with these financial covenants. The line of credit is guaranteed by
the Company. BFC is currently negotiating the renewal of this line of credit.
The renewal is expected to occur prior to maturity.

         In October 1999, BFC entered into a loan agreement with a different
large non-bank commercial lender to provide a revolving $20,000,000 warehouse
line of credit to finance certain portions of BFC's real estate lending
activities. As amounts are drawn, the line will be secured by certain loan
assets of the Company. The line bears interest at 30-day LIBOR plus 475 basis
points and expires October 1, 2001. At October 31, 1999 there was no outstanding
balance. This loan contains financial covenants which require BFC to maintain a
minimum tangible net worth, a specified maximum ratio of debt to tangible net
worth, and a certain minimum interest coverage ratio. As of September 30, 1999
BFC was in compliance with these financial covenants. The line of credit is
guaranteed by the Company.

         In addition to bank lines, the Company may seek qualified joint venture
partners to finance large real estate development projects to the extent that
the Company actually engages in such projects in the future. The use of joint
venture partners provides a source of development capital, mitigates the
Company's risk by sharing it with another party, and gives the Company access to
expertise that it might not otherwise have for particular projects.

         YEAR 2000. The Year 2000 problem is the result of computer programs
being written in code which uses two digits rather than four digits to identify
a year. These computer programs do not properly recognize a year that begins
with "20" instead of the familiar "19" which could cause the computer
applications to fail or create erroneous results.

         The Company has implemented a four phase internal plan to address the
Year 2000 issue through assessment, development, execution and integration. The
plan includes the assessment of information technology ("IT") systems and non-IT
systems. Phase I includes learning about Year 2000, identifying and taking
inventory of the business environment and assessing the extent to which the
Company's business environment will be impacted by the Year 2000 problem. The
Company has completed 100% of Phase I. Phase II is the

                                       10

<PAGE>   11
development of a detailed plan to determine the category of readiness for each
identified inventory item in Phase I, and the action necessary to bring the
identified items in compliance. The Company has completed 100% of Phase II.
Phase III plans the time line to execute Phase II including critical data
recovery and data transfer procedures. The Company has completed 100% of Phase
III. Phase IV integrates and tests compliance of the inventory items. The
Company has completed approximately 75% of Phase IV. The Company previously
reported Phase IV would be completed by the end of the third quarter 1999. Due
to changes in scheduling with outside consultants, Phase IV is now expected to
be completed by the end of November 1999. Based on preliminary test results from
Phase IV, the Company expects inventory items will be compliant.

         Costs related to year 2000 compliance were previously estimated at
$50,000. After completing the majority of its Y2K Readiness Plan the Company has
increased the estimated costs related to year 2000 compliance to $75,000. Costs
incurred to bring the Company's internal systems into year 2000 compliance,
including the increase in estimate are not expected to have a material impact on
the Company's financial position or results of operations. All such costs are
expected to be incurred in 1999. As of September 30, 1999, the Company has
incurred costs of approximately $45,000 related to Year 2000 compliance.

         The Company will be exposed to the risk that third parties the Company
deals with may not be Year 2000 compliant, which could cause disruptions in the
Company's activities with those third parties and with the Company's
relationships with customers, creditors and others. The Company's Year 2000 plan
includes an assessment of material third parties' Year 2000 readiness. The
assessment relies on those third parties to disclose their state of readiness.
The Company has not received any adverse reports from this assessment. However,
the Company cannot be certain as to the actual Year 2000 readiness of the
parties or to the impact that any non-compliance on their part may have on the
Company's business, results of operations or financial condition.

         Based on currently available information, management believes that the
most reasonably likely worst-case scenario could result in minor short-term
business interruptions. The Company previously reported a contingency plan would
be completed by the end of the third quarter 1999. The Contingency Plan was
completed in November 1999. The Contingency Plan sets a course of action to
handle anticipated problems in the most efficient manner arising from the Year
2000 including the worst-case scenario. The plan also includes measures to save
and, if necessary, restore the Company's internal data. Parts of the plan are
dependent on third party technical consultants. Access to these consultants may
delay the Company's anticipated recovery actions included in the Plan.

                                       11

<PAGE>   12
                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

In Item 3 of the Company's report on Form 10-K for the year ended December 31,
1998, the Company reported a non-routine lawsuit concerning the Sedona Project.
Since the time of that report, the procedural posture of the litigation has
changed. The individual directors and officers who had been named as defendants
have been dismissed from the lawsuit; the fraud claim against the Company has
been dismissed; the trial date has been rescheduled by the court for late
November, 1999. In addition, the parties to the litigation are presently
conducting negotiations to settle the lawsuit prior to trial.

Item 6. Exhibits and Reports on Form 8-K.
        (a) Exhibits
                    Exhibit 27.1, Financial Data Schedule

        (b) No reports on Form 8-K were filed during the reporting quarter.



                                   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 thereunto duly authorized.

New Mexico and Arizona Land Company


/s/Jerome L. Joseph
-------------------
Controller and Treasurer
(Principal Financial Officer)


/s/R. Randy Stolworthy
----------------------
President and Chief Executive Officer
(Principal Executive Officer)


Date:     November 10, 1999

                                       12

<PAGE>   13
                                  EXHIBIT INDEX

Number                                   Description

27.1                                     Financial Data Schedule