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                                  Exhibit 10(s)

                                 AMENDMENT NO. 1

                     TO THE NEWHALL LAND AND FARMING COMPANY

                            PENSION RESTORATION PLAN


         The Newhall Land and Farming Company Pension Restoration Plan (the
"Restoration Plan"), is hereby amended as follows:

         FIRST: Section 3 (c) (3) is amended in its entirety, effective January
1, 1997, to read as follows:

         "(3) Account Balance Installment Method. An annual payment (paid in
monthly installments) in an amount equal to the greater of the amount that would
have been paid under a single life annuity (or a joint survivor annuity if
married at the time benefits commence) and an amount equal to a single life
annuity (or a joint survivor annuity if married at the time of the
redetermination) equal to his account balance and life expectancy (or joint
lives, if married) as of the end of the previous calendar year; provided that a
Participant and his or her beneficiary shall never receive a payment in excess
of his account balance and payments shall cease when his account balance equals
zero. In the event of the death of Participant after installment payments under
this Section have begun, but prior to completion of such payments, the full
amount of such unpaid benefits shall continue to be paid to his or her
beneficiary (or to his or her estate if he or she fails to designate a
beneficiary) in the form and amount of the previously established installments.
Moreover, if the beneficiary (or a contingent beneficiary, if applicable) dies
prior to the completion of payment of benefits due from the Plan, the full
amount of such unpaid benefits shall be distributed to the estate of such
beneficiary. Unless otherwise designated, the spouse of a married Participant
shall be his or her beneficiary."







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         SECOND: Except as modified by this Amendment, all the terms and
provisions of the Plan (as previously amended) shall continue in full force and
effect.

         IN WITNESS WHEREOF, Newhall Management Corporation, Managing General
Partner of Newhall Management Limited Partnership, Managing General Partner of
The Newhall Land and Farming Company, a California limited partnership, has
caused this Amendment No. 1 to be executed on behalf of such partnership by its
duly authorized officer this 15th day of January, 1997.


                                    THE NEWHALL LAND AND FARMING COMPANY
                                    (A CALIFORNIA LIMITED PARTNERSHIP)

                                    BY:  NEWHALL MANAGEMENT LIMITED PARTNERSHIP
                                         MANAGING GENERAL PARTNER

                                    BY:  NEWHALL MANAGEMENT CORPORATION
                                         MANAGING GENERAL PARTNER



                                    BY:      /S/ Thomas H. Almas
                                        ----------------------------------------
                                                 THOMAS H. ALMAS
                                          VICE PRESIDENT - ADMINISTRATION
                                                   AND SECRETARY

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