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                                 Exhibit 10 (b)



                      THE NEWHALL LAND AND FARMING COMPANY

                       (A CALIFORNIA LIMITED PARTNERSHIP)

                        NEWHALL EXECUTIVE INCENTIVE PLAN

                           (As Amended July 11, 1990)


1.       PURPOSE

         The Newhall Executive Incentive Plan ("Plan") is intended to benefit
The Newhall Land and Farming Company ("Partnership") by motivating and rewarding
certain key executives of the Partnership and Newhall Management Corporation
("NMC"), the Partnership's managing general partner.

2.       ADMINISTRATION
         (a) The Plan shall be administered by the Compensation Committee
("Committee") of the Board of Directors ("Board") of NMC, which shall consist of
no fewer than three (3) members of the Board. No member of the Committee shall
be eligible to participate in the Plan while he or she is a member of the
Committee. The Committee shall have full power and authority to interpret and
administer the Plan in accordance with such rules and regulations as the Board
may establish.
         (b) The Board may, from time to time, remove members from the Committee
or add members thereto, and vacancies in the Committee, however caused, shall be
filled by action of the Board. The Committee shall select one of its members as
chairman, and shall hold its meetings at such times and places as it may
determine. All determinations of the Committee shall be made by a majority of
its members. Any decision or determination reduced to writing and signed by a
majority of the members of the Committee shall be as fully effective as if it
had been made by a majority vote at a meeting of the Committee duly called and
held. The members of the Committee shall receive such compensation for their
services as the Board may determine.

3.       ELIGIBILITY
         The persons eligible to participate in the Plan shall be such key
executives employed by the Partnership or NMC as the Committee shall from time
to time select. All such selections shall be made in accordance with eligibility
rules established by the Board.

4.       INCENTIVE POOL
         The Committee shall direct the Partnership's independent public
accountants (that firm that the Partnership employs to certify the Partnership's
financial statements) to annually ascertain, at the close of the


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Partnership's fiscal year, the amount equal to five percent (5%) of net earnings
of the Partnership, which amount shall constitute the Incentive Pool from which
Incentive Awards shall be made with respect to such fiscal year.

5.       INCENTIVE AWARDS
         (a) Upon determination of the amount of the Incentive Pool for a
particular fiscal year, an amount not exceeding the Incentive Pool so determined
may be allotted by the Committee as Incentive Awards for such fiscal year to
such key executives as it may select, and in such amounts and in such manner as
it may determine.
         (b) The Committee's determination of how much, if any, of the Incentive
Pool shall be allotted as Incentive Awards, its selection of the key executives
to whom Incentive Awards shall be made, and its determination of the amount and
method of payment of each such Incentive Award (which method may include
deferral thereof pursuant to a deferred compensation agreement between the
Partnership and the key executive) shall be final.

6.       AMENDMENT AND TERMINATION
         The Board shall have full discretion to amend, suspend, or terminate
the Plan at any time.

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

                       BY:      NEWHALL MANAGEMENT CORPORATION
                                MANAGING GENERAL PARTNER

                       /s/ ROBERT D. WILKE
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                       Robert D. Wilke
                       Secretary