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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2002

or

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 1-8885

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THE NEWHALL LAND AND FARMING COMPANY(a California Limited Partnership)(Exact name of Registrant as specified in its charter)

California(State or other jurisdiction of
incorporation or organization)

95-3931727(I.R.S. Employer
Identification No.)23823 Valencia Boulevard, Valencia, CA(Address of principal executive offices)

91355(Zip Code)(661) 255-4000(Registrant's telephone number, including area code)


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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 ý    No o

24,031,446
partnership units outstanding at April 30, 2002

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Part 1. Financial Information

Item 1. Financial Statements

Consolidated Statements of Income
(Unaudited)

|                                                    |                             | Three Months Ended
March 31,    |                            
|--------------------------------------------------- | --------------------------- | ------------------------------- | ---------------------------
|
|Revenues                                            |                             |                                 |                            
|                                                    | Real estate                 |                                 |                            
|                                                    |                             | Residential land sales          |                            
|                                                    |                             | Industrial and commercial sales |                            
|                                                    |                             | Commercial operations           |                            
|                                                    |                             |                                 | Income-producing properties
|                                                    |                             |                                 | Valencia Water Company     
|                                                    | Agriculture operations      |                                 |                            
|                                                    |                             |                                 |                            
|                                                    | Total revenues              |                                 | $                          
|                                                    |                             |                                 |                            
|Contribution to income                              |                             |                                 |                            
|                                                    | Real estate                 |                                 |                            
|                                                    |                             | Residential land sales          |                            
|                                                    |                             | Industrial and commercial sales |                            
|                                                    |                             | Community development           |                            
|                                                    |                             | Commercial operations           |                            
|                                                    |                             |                                 | Income-producing properties
|                                                    |                             |                                 | Valencia Water Company     
|                                                    | Agriculture operations      |                                 |                            
|General and administrative expense                  |                             |                                 | (2,691                     
|                                                    |                             |                                 |                            
|Operating income                                    |                             |                                 | 12,395                     
|Interest and other, net                             |                             |                                 | (1,272                     
|                                                    |                             |                                 |                            
|Net income                                          |                             | $                               | 11,123                     
|                                                    |                             |                                 |                            
|Net income per unit                                 |                             | $                               | 0.46                       
|                                                    |                             |                                 |                            
|Net income per unitdiluted                         |                             | $                               | 0.45                       
|                                                    |                             |                                 |                            
|Number of units used in computing per unit amounts: |                             |                                 |                            
|                                                    | Net income per unit         |                                 |                            
|                                                    | Net income per unitdiluted |                                 |                            
|Cash distributions per unit:                        |                             |                                 |                            
|                                                    | Regular                     |                                 | $                          
|                                                    | Special                     |                                 |                            

2

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Consolidated Balance Sheets

|In thousands                      |                                                                                                                                                                                                        | March 31,
2002    |         | December 31,
2001
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------- | ------- | -----------------
|
|ASSETS                            |                                                                                                                                                                                                        |                   |         |                  
|                                  | Cash and cash equivalents                                                                                                                                                                              |                   | $       | 3,639            
|                                  | Accounts and notes receivable                                                                                                                                                                          |                   |         | 37,232           
|                                  | Land under development                                                                                                                                                                                 |                   |         | 78,232           
|                                  | Land held for future development                                                                                                                                                                       |                   |         | 21,961           
|                                  | Income-producing properties held for sale, net                                                                                                                                                         |                   |         | 2,322            
|                                  | Income-producing properties, net                                                                                                                                                                       |                   |         | 150,096          
|                                  | Property and equipment, net                                                                                                                                                                            |                   |         | 73,187           
|                                  | Investment in joint ventures                                                                                                                                                                           |                   |         | 831              
|                                  | Other assets and deferred charges                                                                                                                                                                      |                   |         | 14,885           
|                                  |                                                                                                                                                                                                        |                   |         |                  
|                                  |                                                                                                                                                                                                        | $                 | 382,385 |                  
|                                  |                                                                                                                                                                                                        |                   |         |                  
|LIABILITIES AND PARTNERS' CAPITAL |                                                                                                                                                                                                        |                   |         |                  
|                                  | Accounts payable                                                                                                                                                                                       |                   | $       | 22,209           
|                                  | Accrued expenses                                                                                                                                                                                       |                   |         | 40,941           
|                                  | Deferred revenues                                                                                                                                                                                      |                   |         | 23,614           
|                                  | Mortgage and other debt                                                                                                                                                                                |                   |         | 104,509          
|                                  | Advances and contributions from developers for utility construction                                                                                                                                    |                   |         | 35,029           
|                                  | Other liabilities                                                                                                                                                                                      |                   |         | 22,852           
|                                  |                                                                                                                                                                                                        |                   |         |                  
|                                  |                                                                                                                                                                                                        | Total liabilities |         |                  
|                                  | Partners' capital                                                                                                                                                                                      |                   |         |                  
|                                  | 24,145 units outstanding, excluding 12,627 units in
treasury (cost-$311,850), at March 31, 2002 and
24,374 units outstanding, excluding 12,398 units in
treasury (cost-$304,335), at December 31, 2001 |                   |         | 133,231          
|                                  |                                                                                                                                                                                                        |                   |         |                  
|                                  |                                                                                                                                                                                                        |                   | $       | 382,385          
|                                  |                                                                                                                                                                                                        |                   |         |                  

3

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Consolidated Statements of Cash Flow
(Unaudited)

|                                                                      |                                                                                   | Three Months Ended
March 31,                                                    |      
|--------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | -----
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                 |                                                                                   |                                                                                 |      
|                                                                      | Net income                                                                        |                                                                                 | $    
|                                                                      | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                 |      
|                                                                      |                                                                                   | Depreciation and amortization                                                   |      
|                                                                      |                                                                                   | Increase in land under development                                              |      
|                                                                      |                                                                                   | Cost of sales and other inventory changes                                       |      
|                                                                      |                                                                                   | (Increase) decrease in accounts and notes receivable                            |      
|                                                                      |                                                                                   | Increase (decrease) in accounts payable, accrued expenses and deferred revenues |      
|                                                                      |                                                                                   | Cost of property sold                                                           |      
|                                                                      |                                                                                   | Other adjustments, net                                                          |      
|                                                                      |                                                                                   |                                                                                 |      
|                                                                      | Net cash used in operating activities                                             |                                                                                 |      
|                                                                      |                                                                                   |                                                                                 |      
|CASH FLOWS FROM INVESTING ACTIVITIES:                                 |                                                                                   |                                                                                 |      
|                                                                      | Development of income-producing properties                                        |                                                                                 |      
|                                                                      | Purchase of property and equipment                                                |                                                                                 |      
|                                                                      | (Investment in) distribution from joint ventures                                  |                                                                                 |      
|                                                                      |                                                                                   |                                                                                 |      
|                                                                      | Net cash used in investing activities                                             |                                                                                 |      
|                                                                      |                                                                                   |                                                                                 |      
|CASH FLOWS FROM FINANCING ACTIVITIES:                                 |                                                                                   |                                                                                 |      
|                                                                      | Distributions paid                                                                |                                                                                 |      
|                                                                      | Increase in mortgage and other debt, net                                          |                                                                                 |      
|                                                                      | Increase in advances and contributions from developers for utility construction   |                                                                                 |      
|                                                                      | Purchase of partnership units                                                     |                                                                                 |      
|                                                                      | Issuance of partnership units                                                     |                                                                                 |      
|                                                                      |                                                                                   |                                                                                 |      
|                                                                      | Net cash provided by financing activities                                         |                                                                                 |      
|                                                                      |                                                                                   |                                                                                 |      
|Net increase in cash and cash equivalents                             |                                                                                   |                                                                                 | 589  
|Cash and cash equivalents, beginning of period                        |                                                                                   |                                                                                 | 3,050
|                                                                      |                                                                                   |                                                                                 |      
|Cash and cash equivalents, end of period                              |                                                                                   | $                                                                               | 3,639
|                                                                      |                                                                                   |                                                                                 |      
|Supplemental schedule of non-cash investing and financing activities: |                                                                                   |                                                                                 |      
|                                                                      | Payable for unit repurchases                                                      |                                                                                 | $    
|                                                                      |                                                                                   |                                                                                 |      

4

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Notes to Consolidated Financial Statements

Note 1. Accounting Policies

The consolidated financial statements include the accounts of The Newhall Land and Farming Company and its subsidiaries, all of which are wholly-owned
(collectively, "the Company"). All significant intercompany balances and transactions are eliminated.

The
Company's unaudited interim financial statements have been prepared in conformity with generally accepted accounting principles used in the preparation of the Company's annual
financial statements. In the opinion of the Company, all adjustments, consisting of normal and recurring items, necessary for a fair presentation of the results of operations for the three months
ended March 31, 2002 and 2001 have been made. The interim statements are condensed and do not include some of the information necessary for a more complete understanding of the financial data.
Accordingly, your attention is directed to the footnote disclosures found on pages 28 through 40 of the Company's 2001 Annual Report on Form 10-K. In addition, a summary of the
accounting policies that management considers significant in the preparation of the Company's consolidated financial statements is included inItem 2: Management's Discussion
and Analysis of Financial Condition and Results of Operations. Certain reclassifications have been made to prior period's amounts to conform to the current period presentation.

Interim
financial information for the Company has substantial limitations as an indicator for the calendar year because:



Note 2. Details of Land Under Development

(In $000)

March 31,
2002

December 31,
2001Residential development

$
42,746

$
44,911Industrial and commercial land development


34,885


32,687Agriculture


601


287Total land under development

$
78,232

$
77,885


5

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Note 3. Details for Earnings per Unit Calculation

|(In 000's except per unit)            |                                     | Income
(numerator) |        | Units
(denominator) |        | Per Unit |  
|------------------------------------- | ----------------------------------- | ------------------ | ------ | ------------------- | ------ | -------- | -
|For three months ended March 31, 2002 |                                     |                    |        |                     |        |          |  
|Net income per unit                   |                                     |                    |        |                     |        |          |  
|                                      | Net income available to unitholders |                    | $      | 11,123              |        | 24,224   |  
|Effect of dilutive securities         |                                     |                    |        |                     |        |          |  
|Unit options                          |                                     |                    |       |                     | 420    |          |  
|                                      |                                     |                    |        |                     |        |          |  
|Net income per unitdiluted           |                                     | $                  | 11,123 |                     | 24,644 |          | $
|                                      |                                     |                    |        |                     |        |          |  
|For three months ended March 31, 2001 |                                     |                    |        |                     |        |          |  
|Net income per unit                   |                                     |                    |        |                     |        |          |  
|                                      | Net income available to unitholders |                    | $      | 1,039               |        | 26,397   |  
|Effect of dilutive securities         |                                     |                    |        |                     |        |          |  
|                                      | Unit options                        |                    |        |                    |        | 267      |  
|                                      |                                     |                    |        |                     |        |          |  
|Net income per unitdiluted           |                                     | $                  | 1,039  |                     | 26,664 |          | $
|                                      |                                     |                    |        |                     |        |          |  

Note 4. Details of Income-Producing Properties, Income Producing Properties Held for Sale and Property and Equipment

(In $000)

March 31,
2002

December 31,
2001Income-producing propertiesLand

$
36,600

$
36,600Buildings


132,432


132,432Other


9,301


8,754Properties under development


10,335


7,614188,668


185,400Accumulated depreciation


(38,572
)

(36,790
)$
150,096

$
148,610Income-producing properties held for saleOffice

$
2,720

$
2,720Other





2,720


2,720Accumulated depreciation


(398
)

(398
)$
2,322

$
2,322Property and equipmentLand

$
3,760

$
3,760Buildings


6,022


6,022Equipment


10,005


9,770Water supply systems, orchards and other


87,704


87,462Construction in progress


5,941


5,115113,432


112,129Accumulated depreciation


(40,245
)

(39,366
)$
73,187

$
72,763


6

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Note 5. Disclosure about Certain Financial Statement Captions

Accounts and notes receivableThe $19.9 million increase in accounts and notes receivable at March 31, 2002
compared to the prior year end was primarily due to the Company's acceptance in the 2002 first quarter of $18.7 million in promissory notes in conjunction with the terms of certain commercial
land and residential lot sales. The terms of these notes are less than one year and are expected to be collected prior to December 31, 2002.

Deferred revenuesThe $9.9 million increase in deferred revenues for the 2002 first quarter was primarily attributable
to $11.1 million in deferred revenues for certain commercial land and residential lot sales recorded under percentage of completion accounting in the period. (See definition of percentage of
completion in the "Significant Accounting Policies and Estimates" section ofItem 2: Management's Discussion and Analysis of Financial Condition and Results of
Operations. Deferred revenues recorded at December 31, 2001 for certain commercial land and residential lot sales in the prior year decreased $2.0 million as a
result of the recognition of revenue in the 2002 first quarter in accordance with percentage of completion accounting.

Mortgage and other debtThe $19.0 million increase in mortgage and other debt for the first quarter of 2002 was
primarily due to $19.1 million increase in borrowings against lines of credit to fund recurring operations, distributions and repurchases of partnership units as detailed in Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations.

Note 6. Business Segment Reporting

The following table provides financial information regarding revenues from external customers, income and total assets for the Company's business segments and
also provides a reconciliation to the Company's consolidated totals:

Three months ended March 31, 2002(In $000)

Revenues

Contribution
to Income

AssetsReal EstateResidential

$
16,897

$
4,652

$
45,188Industrial and commercial


21,761


9,896


60,461Community development





(2,647
)

34,104Income-producing properties


9,729


3,078


152,868Valencia Water Company


2,799


497


73,365Agriculture


623


300


7,586Central administration





(2,131
)

8,81351,809


13,645


382,385Interest and other, net





(1,272
)

Other





(1,250
)

$
51,809

$
11,123

$
382,385


7

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Three months ended March 31, 2001(In $000)

Revenues

Contribution
to Income

AssetsReal EstateResidential

$
106

$
(726
)
$
18,665Industrial and commercial


8,375


2,136


41,082Community development





(1,593
)

28,033Income-producing properties


10,889


4,253


171,703Valencia Water Company


2,456


487


68,166Agriculture


708


396


8,131Central administration





(2,148
)

10,82922,534


2,805


346,609Interest and other, net





(1,691
)

Other





(75
)

$
22,534

$
1,039

$
346,609


Note 7. New Accounting Pronouncement

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142,Goodwill and Other
Intangible Assets. SFAS No. 142 makes significant changes to the accounting
for goodwill and intangible assets. The adoption of this statement did not have a material impact on the Company's financial position or results of operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Inherent in
the preparation of these financial statements are certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. The Company evaluates these estimates and assumptions on a regular basis taking into account historical experience and other relevant current factors. Therefore, actual results
may differ from reported amounts under different assumptions or conditions.

The
interim statements are condensed and do not include some of the information necessary for a more complete understanding of the financial data. Accordingly, your attention is directed
to the footnote disclosures found on pages 28 through 40 of the Company's 2001 Annual Report on Form 10-K. A summary of the accounting policies that management considers significant
in the preparation of the Company's consolidated financial statements follows.

Revenue recognitionThe majority of revenues for the Company result from land sales. The Company follows the provisions in
Statement of Financial Accounting Standards No. 66,Accounting for Sales of Real Estate("FAS 66"), to record these sales. FAS 66 provides
specific sales recognition criteria to determine when land sales revenues can be recorded. For example, FAS 66 requires a sale must be consummated with a sufficient down payment of at least 20% to 25%
of the sales price depending upon the type and timeframe for development of the property sold, and that any receivable from the sale cannot be subject to future subordination. In addition, the seller
cannot retain any material continuing involvement in the property sold.

Percentage of completionWhen the Company has an obligation to complete development on sold property it utilizes the
percentage of completion method of accounting to record revenues and income. Under percentage of completion accounting, the Company recognizes revenues and income based upon the ratio of development
cost completed to the estimated total cost of the property sold, provided

8

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required sales recognition criteria have been met. Unearned revenues resulting from applying percentage of completion accounting are reported as deferred revenues in the liabilities section of the
balance sheet. The Company estimates total project costs associated with the parcel sold. Revisions in profit estimates and changes in percentages complete are recorded in the consolidated statement
of income in subsequent periods, as they become known and the development progresses toward completion.

Project costsCosts incurred after the earlier of specific plan or tentative map approval are capitalized as a cost of that
project and included as an asset in land under development on the balance sheet. Preliminary planning and entitlement costs, including litigation costs, are charged to expense when incurred. Indirect
costs that do not clearly relate to projects under development, including general and administrative expenses, are charged to expense when incurred.

Cost allocationsThe Company generally allocates onsite costs to individual parcels within a project on a square foot basis if
the parcels in the project are of similar value. In mixed-use projects, where there may be both a residential and a commercial component with varying fair values, onsite costs are
allocated to the respective parcels using the relative sales value method. Under the relative sales value method, each parcel in the project under development is allocated onsite costs in proportion
to the estimated overall sales prices of the project such that each parcel to be sold reflects the same gross profit margin. Since this method requires the Company to estimate the expected sales
prices for the entire project, the profit margin on subsequent parcels sold will be impacted by both changes in the estimated total revenues as well as any changes in the estimated total costs of the
project.

Offsite
improvements with regional benefit, such as freeway on-ramps and off-ramps and water storage tanks, are referred to as infrastructure costs. The Company
estimates the total cost to develop the infrastructure within a defined major development area and allocates this cost to the land within the area. Changes in the estimated remaining infrastructure
costs or changes in the remaining developable acreage will impact the infrastructure cost allocation and corresponding profit margin for unsold land within a major development area.

9

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Results of Operations

Comparison of First Quarter of 2002 to First Quarter of 2001

Unaudited

The
amounts of increase or decrease in revenues and income from the prior year first quarter are as follows (in 000s, except per unit):

|                                                    |                        | Three months
Increase (Decrease) |                            
|--------------------------------------------------- | ---------------------- | -------------------------------- | ---------------------------
|
|Revenues                                            |                        |                                  |                            
|                                                    | Real estate            |                                  |                            
|                                                    |                        | Residential land sales           |                            
|                                                    |                        | Industrial and commercial sales  |                            
|                                                    |                        | Commercial operations            |                            
|                                                    |                        |                                  | Income-producing properties
|                                                    |                        |                                  | Valencia Water Company     
|                                                    | Agriculture operations |                                  |                            
|                                                    |                        |                                  |                            
|Total revenues                                      |                        | $                                | 29,275                     
|                                                    |                        |                                  |                            
|Contribution to Income                              |                        |                                  |                            
|                                                    | Real estate            |                                  |                            
|                                                    |                        | Residential land sales           |                            
|                                                    |                        | Industrial and commercial sales  |                            
|                                                    |                        | Community development            |                            
|                                                    |                        | Commercial operations            |                            
|                                                    |                        |                                  | Income-producing properties
|                                                    |                        |                                  | Valencia Water Company     
|                                                    | Agriculture operations |                                  |                            
|General and administrative expense                  |                        |                                  | (506                       
|                                                    |                        |                                  |                            
|Operating income                                    |                        |                                  | 9,665                      
|Interest and other, net                             |                        |                                  | 419                        
|                                                    |                        |                                  |                            
|Net income                                          |                        | $                                | 10,084                     
|                                                    |                        |                                  |                            
|Net income per unit                                 |                        | $                                | 0.42                       
|                                                    |                        |                                  |                            
|Net income per unitdiluted                         |                        | $                                | 0.41                       
|                                                    |                        |                                  |                            
|Number of units used in computing per unit amounts: |                        |                                  |                            
|Net income per unit                                 |                        |                                  | (2,173                     
|                                                    |                        |                                  |                            
|Net income per unitdiluted                         |                        |                                  | (2,020                     
|                                                    |                        |                                  |                            

For
the three months ended March 31, 2002, revenues totaled $51.8 million compared with $22.5 million for the quarter ended March 31, 2001. Net income for the
2002 first quarter totaled $11.1 million compared with net income of $1.0 million for the first quarter of 2001. The sale of 312 residential lots in the Company's Westridge golf course
community and the sale of 39 acres of commercial land, together with revenues from the Company's income-producing portfolio, were the primary contributors to the 2002 first quarter, contributing
$46.2 million to revenues and $18.5 million

10

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to net income. The increase in 2002 first quarter results compared to the same period in 2001 is mainly attributed to an increase in residential lot and commercial land sales in the 2002 first
quarter, partially offset by decreased income from the Company's income-producing portfolio due to the sale of properties in the 2001 second, third and fourth quarters. In the 2001 first quarter, the
Company's income-producing portfolio, along with the sale of 14 acres of industrial and commercial land were the primary contributors to income, contributing $18.5 million to revenues and
$7.8 million to net income. No residential lots were sold in the 2001 first quarter.

For
2002, the Company anticipates the majority of its revenues being generated from residential, commercial and industrial land sales and its portfolio of income-producing properties.
The Company has increased its target for sales of residential lots this year to 1,400 lots based upon the current strength of Valencia's residential market. The Company has added to its plans the
marketing for sale this year to merchant builders of its Alta Vista community consisting of approximately 300 residential lots. The revised residential lot sale target also includes approximately 600
residential lots in the Company's Westridge golf course community, of which 312 were sold in the 2002 first quarter. The Company's goal is to sell approximately 60 acres of commercial land in 2002;
however, the Company has decreased its estimate of the number of acres of industrial land it anticipates selling in 2002 to 14 acres. The Company closed escrow on 39 acres of commercial land in the
2002 first quarter. As a result of the increased number of residential lots the Company plans to sell in 2002, projected net income for the Company is expected to range from approximately $1.10 to
$1.15 per unit, an increase from $1.00 as previously reported. The ability to complete sales in 2002 will be dependent upon a variety of factors including, but not limited to, identification of
suitable buyers, agreement with the buyers on definitive terms, successful completion of the due diligence work by buyers, availability of financing to suitable buyers, regulatory and legal issues,
market and other conditions.

Residential Land Sales

Three hundred twelve residential lots in the Company's Westridge golf course community were sold in the first quarter of 2002 contributing $14.8 million to
revenues and $4.2 million to income under percentage of completion accounting. The Company did not sell any residential lots in the 2001 first quarter. Revenues of $106,000 and a net loss of
$731,000 recognized in the 2001 first quarter were
primarily due to amounts received from merchant builders under price and profit participation agreements offset by administrative expenses.

New
home sales in Valencia set a first quarter record, with merchant builders selling 426 new homes during the first quarter of 2002, compared to 217 homes sold for the same period last
year. However, the Company does not expect Valencia new home sales for the remainder of the year to continue at the current sales pace experienced during the first quarter of 2002 because of the
comparably lower number of Valencia new homes that are anticipated to be available for sale in the second half of 2002. At March 31, 2002, merchant builders had 445 homes in escrow, compared to
313 homes at the end of the 2001 first quarter. While the Company does not participate directly in profits generated from escrow closings by merchant builders, these merchant builder sales are key to
the Company's future success in selling additional lots.

Lot
sales in 2001 were impacted by the Public Utilities Commission's (PUC) decision to combine its review of Valencia Water Company's request to expand its service area together with the
Valencia Water Company's water management plan. Late in 2001, the PUC approved the Valencia Water Company's water management plan and granted the service expansion request, which includes service to
the Company's Hidden Creek, Creekside, Alta Vista and West Creek communities. These communities include approximately 4,000 residential lots and apartments. Development opponents asked the PUC for a
re-hearing concerning the PUC's decision, which request was denied in April 2002. Opponents have appealed the PUC's decision to the California Supreme Court. Acceptance of such an
appeal is discretionary with the Supreme Court, and the Company believes that it is not

11

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likely the court will accept the case for review. The length of time the judicial process will take is difficult to predict, and circumstances beyond the Company's control could further delay
development.

Industrial and Commercial Sales

Industrial Land Sales

No industrial land was sold during the 2002 first quarter. In the 2001 first quarter, one industrial parcel totaling 9.5 acres closed escrow contributing
$4.7 million to revenues and $1.3 million to income. At March 31, 2002, no industrial parcels were in escrow, compared to one parcel totaling 15.0 acres in escrow at the end of
the 2001 first quarter that was subsequently canceled.

Demand
for industrial land in the Company's business parks remains relatively weak due to new product coming to market from aggressive land sales in previous years. After peaking at over
13% last
year, Valencia's industrial vacancy rate is currently approximately 11%. Due to current market conditions, the Company is targeting about 14 acres of industrial land to be sold this year, which could
increase if vacancy rates decrease to single digits and market demand for industrial properties increase. The Company has 371 net acres of industrial land remaining in Valencia, all of which are
entitled.

Commercial Land Sales

During the 2002 first quarter, six commercial parcels totaling approximately 39 acres closed escrow, contributing $21.7 million to revenues and
$11.3 million to income under percentage of completion accounting. These sales included three parcels located in the Westridge golf course community, which combined contributed
$16.2 million to revenues and $8.5 million to income. These Westridge sales included a 7.5-acre site for 230 apartment units, a 10.9-acre parcel for a
neighborhood shopping center and a 3.9-acre parcel for an office building. Additional parcels that were sold in the 2002 first quarter included a 7.4-acre site for a retail
center and a 7.8-acre restricted-use parcel, planned for a tennis and recreation club, both located in the North River area of Valencia, which combined contributed
$4.8 million to revenues and $2.4 million to income. Three commercial parcels totaling approximately 4 acres closed escrow in the 2001 first quarter, contributing 2.9 million to
revenues and $2.2 million to income.

At
March 31, 2002, two commercial parcels totaling approximately 21 acres were in escrow for approximately $15 million, compared to two commercial parcels totaling 16 acres
in escrow during the same period last year. All escrow closings are subject to market and other conditions beyond the control of the Company.

Income Property Sales

No income property sales were completed in the first quarter of 2002 or 2001. The Company only has one income property that is being marketed for sale in 2002. It
is a 35,000 square foot building in Valencia Commerce Center. The Company does not anticipate any other income property sales in 2002.

The
ability to complete income property and other sales in 2002 will be dependent upon a variety of factors including, but not limited to, identification of suitable buyers, agreement
with the buyers on definitive terms, successful completion of the due diligence work by buyers, availability of financing to suitable buyers, regulatory and legal issues, market and other conditions.

Community Development

Community development expenses for the first quarter of 2002 increased 80% from the comparative prior year first quarter primarily due to an increase in legal
expense. Community development expenses for 2002 are expected to increase about 40% from the 2001 level with the

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continued focus on entitlements, planning and community marketing to complete the projected sellout of Valencia residential land and to position Newhall Ranch to commence development.

The
Company recently announced that the Los Angeles County Board of Supervisors has delayed the public hearings concerning the Newhall Ranch Environmental Impact Report six issues
identified by a Kern County Superior Court as requiring additional analyses until the 2002 third quarter. Adequacy and reliability of the Newhall Ranch water supply was one of the six issues requiring
additional analyses. The delay is a result of an appellate court's decertification of an environmental impact report regarding the acquisition and importing of 41,000 acre feet of state water by
Castaic Lake Water Agency (CLWA), the water wholesaler serving the Santa Clarita Valley. The California Supreme Court has decided not to consider the decertification decision and the matter has been
sent back to a Los Angeles Superior Court, which has the discretion to determine the status of the CLWA state water acquisition, which may take several months. Although the CLWA's water acquisition
transaction and the CLWA water acquisition EIR are outside the Company's control, the CLWA water acquisition issue has caused, and may further cause, delays to the development of the Company's
projects because CLWA is a primary source of water for Valencia Water Company.

The
Company believes that the water supply adequacy and reliability issue can be resolved and is working on several alternatives. Based on the current schedule, the Company does not
anticipate the Los Angeles County Board of Supervisors' approval of the additional analyses until at least late 2002. Following the Board of Supervisors' anticipated approval, the Company expects the
Kern County Superior Court will review the issues early in 2003 and that development of Newhall Ranch will commence in 2005. However, the length of time the public hearings and judicial process will
take is difficult to predict, and circumstances beyond the Company's control could further delay resolution of the issues. In addition, an adverse decision by the County or court and/or additional
legal action could further delay the start of Newhall Ranch development.

Income-Producing Properties

For the first three months of 2002, revenues and income generated by the Company's income-producing portfolio were $9.7 million and $3.0 million,
respectively, a decrease of 11% and 28%, respectively, over the 2001 first quarter. The decreases were due to the loss of revenues resulting from the sales of income-producing properties in the
second, third and fourth quarters of 2001, and the closing late in the 2001 third quarter of the 10-screen Edwards Theater located in the Valencia Town Center regional mall.

At
March 31, 2002, NorthPark Village Square and River Oaks Shopping Center were 100% leased. Valencia Town Center regional shopping mall was 82% leased at the end of the 2002
first quarter, of which approximately 12% was attributed to the vacancy created by the Edwards Theatres' vacancy. The Company's 244-room Hyatt Valencia Hotel continued to post improved
performance in its occupancy rate with 72% during the 2002 first quarter compared to 71% for the 2001 first quarter while the occupancy rate for the 152-room Hilton Garden Inn decreased
from 82% for the 2001 first quarter to 77% for the 2002 first quarter. In addition, the average daily rate of the hotels for the 2002 first quarter were $115 for the Hyatt Valencia Hotel and $88 for
the Hilton Garden Inn, compared to average daily rates of $111 and $78, respectively, for the 2001 first quarter.

Results
for the current and prior year first quarters include the effects of the cessation of depreciation on Income-Producing Properties Held for Sale of $19,000 and $155,000,
respectively. The 2001 amount includes depreciation expense suspended on the Spectrum Club building as the property was held for sale at March 31, 2001. Subsequently, in the 2001 second
quarter, when the property was re-classified as held for investment, depreciation expense was recorded covering the entire period the property was held for sale.

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The
Company is in the process of remodeling the west end of the Valencia Town Center regional shopping mall where Edwards Theatres was located. Plans call for relocating an expanded food
court into the remodeled space, which is scheduled to be open in early 2003. Based on current plans, the existing food court space also will be remodeled to provide for an increase of retail space
totaling about 15,000 square feet, which is scheduled to open in late 2003.

Valencia Water Company

Valencia Water Company is a regulated public water utility and a wholly-owned subsidiary of the Company serving over 23,000 metered connections. Revenues for the
three months ended March 31, 2002 were $2.8 million compared to $2.5 million in the comparable 2001 period, a 14% increase primarily due to an increase in the water company's
customer base. Net income for the 2002 first quarter declined 9% to $442,000 from $484,000 for the 2001 first quarter, primarily due to increased administrative costs.

Agricultural Operations

For the first quarter of 2002, agriculture revenues and income, including the Company's energy operations, were $623,000 and $274,000, respectively, compared to
revenues and income of $708,000
and $394,000, respectively, for the same period last year. The decrease in revenues and income in the 2002 first quarter was due to lower oil and gas prices in 2002, which was partially offset by crop
payments received in 2002 on citrus.

General and Administrative Expense

General and administrative expenses for the 2002 first quarter increased approximately 23% compared to the same period in the prior year due to an increase in the
accrual for incentive-based compensation related to higher earnings for the 2002 first quarter. However, for all of 2002, general and administrative expenses are expected to decrease about 5% from
2001 levels primarily due to an anticipated reduction in incentive-based compensation expense for 2002 resulting from a projected decrease in overall net income for 2002 relative to 2001. Recognition
of earnings throughout the year occurs unevenly as land sales occur irregularly and are recognized at the close of escrow or on the percentage of completion basis, if the Company has an obligation to
complete certain future improvements, and provided profit recognition criteria are met.

Interest and Other, net

A 25% net decrease in interest and other, net from the comparable 2001 quarter is primarily due to lower interest rates on the Company's bank line borrowings
together with increased interest income from promissory notes accepted by the Company in conjunction with certain commercial land and residential lot sales in the 2001 fourth quarter and 2002 first
quarter. Interest expense in 2002 is expected to be approximately 15% higher than 2001 due to anticipated borrowings against available bank lines.

FINANCIAL CONDITION

Liquidity and Capital Resources

At March 31, 2002, the Company had cash and cash equivalents of $3.6 million and $128.5 million available under bank lines, net of
$12.7 million in letters of credit. Borrowings outstanding on bank lines totaled $42.8 million against unsecured lines of credit. In addition, the Company had fixed rate debt totaling
$61.7 million. The Company believes it has adequate sources of cash from operations and debt capacity to finance future operations on both a short- and long-term basis and, combined
with anticipated land sales, to fund its unit repurchases. The Company ended the 2002 first quarter with a

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conservative debt to income portfolio value ratio of 40%, which provides adequate debt capacity to fund operations and to complete the current repurchase program. At March 31, 2002, there was
no debt secured by the Company's raw land or land under development inventories.

In
May 2001, the Board of Directors authorized a unit repurchase program of up to 2,520,000 units, or 10% of the then outstanding units. As of March 31, 2002, a total of
1,257,085 units had been repurchased under this program for $36.3 million, or an average price of $28.85 per unit, and 1,262,915 units remained to be repurchased. Completion of the 2001 unit
repurchase program is expected to occur in 2002 and will require approximately $39 million in addition to the amounts expended through March 31, 2002. Repurchases are funded from cash
flow generated from normal business operations.

The
Company repurchases units from time to time at prevailing market prices and, depending on market conditions, either through open market, or unsolicited negotiated transactions.
Factors that could affect the Company's ability to complete its unit repurchase program include, but are not limited to, governmental approvals, changing market and economic conditions, changing
interest rates, challenges to governmental approvals and finding suitable buyers for certain properties.

As
of March 31, 2002, there were no material commitments for capital expenditures. However, for the 2002 first quarter, the Company invested approximately $8 million in
major roads and freeway improvements, which is included in land under development on the accompanying balance sheet. In addition, the Company invested approximately $1 million on the remodel of
the former Edwards Theatres space in Valencia Town Center regional mall for relocation of the existing food court and creation of new retail space, and approximately $1 million on the
construction of Tournament Players Club® at Valencia championship golf course, in the Company's Westridge community, which are included in income-producing properties on the accompanying
balance sheet. For the remainder of 2002, the Company expects to invest approximately $30 million in major roads and freeway improvements to enable the Company to continue its land sales
program in Valencia. Another approximately $6 million is expected to be invested in Valencia Town Center regional shopping mall in 2002 for the remodel of the former Edwards Theatres space for
relocation of the existing food court and creation of new retail space with an additional $13 million in 2003, for a total of $20 million for the project. Additionally, the Company
expects to invest another approximately $15 million on the completion of the golf course.

The following discussion relates to principal items in the Consolidated Statements of Cash Flow:

Operating Activities

Net cash used by operating activities totaled $1.4 million for the 2002 first quarter as compared to $8.4 million for the 2001 first quarter. For
the 2002 first quarter, revenue generated from operating activities included the sale of 312 residential lots, the sale of approximately 39 commercial acres and
revenue from the Company's portfolio of income-producing properties, combined for a total of $46.2 million. This was offset by the acceptance by the Company of $18.7 million in
promissory notes in conjunction with the terms of certain commercial land and residential lot sales. These notes have maturity dates prior to December 31, 2002. Cash used by operating
activities also included $21.7 million of expenditures for land under development inventories mostly related to land preparation and infrastructure improvements to ready land for development or
sale. Additional uses of cash included the Company's general and administrative expenses and interest expense.

Cash
generated from operating activities in the 2001 first quarter included the sale of 14 commercial/industrial acres and revenue from the Company's portfolio of income-producing
properties and the collection of a $9.4 million land sale note, which generated a total of $24.5 million. Cash used by operating activities included primarily $15.2 million of
expenditures for land under development inventories mostly related to land preparation and infrastructure improvements to ready land for

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development or sale. Additional uses of cash included the Company's general and administrative expenses and interest expense.

Investing Activities

Expenditures for development of income-producing properties in the 2002 first quarter totaled $3.4 million and were primarily for the Valencia Town Center
food court remodel and expansion, and construction of Tournament Players Club® at Valencia championship golf course, in the Company's Westridge community. Expenditures for development of
income-producing properties in the 2001 first quarter totaled $1.3 million and were primarily for the completion of two office buildings sold in December 2000. Purchase of property and
equipment totaling $1.4 million in the 2002 first quarter compared to $2.6 in the 2001 first quarter was primarily for water utility construction.

Financing Activities

Distributions totaling $5.6 million and $5.3 million were made in the 2002 and 2001 first quarters, respectively, consisting of a $.10 per unit
regular distribution in both quarters and a $.13 per unit special distribution in the 2002 first quarter and a $.10 per unit special distribution in the 2001 first quarter. The Company's policy is to
provide sufficient distributions, including special distributions, to pay the taxes associated with Company earnings. The declaration of distributions and the amount declared are determined by the
Board of Directors on a quarterly basis taking into account the Company's earnings, financial condition and prospects. Borrowings against lines of credit increased by $19.1 million during the
2002 first quarter compared to an increase of $25.4 million for the same period in the prior year. In addition, the Company repurchased 286,935 partnership units during the 2002 first quarter
for $8.6 million or an average price of $30.10 per unit. Units repurchased during the 2001 first quarter totaled 394,560 for $10.0 million or an average price of $25.38 per unit.

New Accounting Pronouncement

On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142,Goodwill and Other
Intangible Assets. SFAS No. 142 makes significant changes to the accounting for goodwill and intangible assets. The adoption of this statement did not have a material
impact on the Company's financial position or results of operations.

FORWARD-LOOKING INFORMATION

Except for historical matters, the matters discussed in this report are forward-looking statements that involve inherent risks and uncertainties. We have tried,
wherever practical, to identify these forward-looking statements by using words like "anticipate," "believe," "estimate," "target", "project," "expect," "plan," and similar expressions.
Forward-looking statements include, but are not limited to, statements about plans; opportunities; anticipated regulatory approvals; negotiations; market and economic conditions; development,
construction, and sales activities; and availability of financing.

We
caution you not to place undue reliance on these forward-looking statements, which reflect our current beliefs and are based on information currently available to us. We expressly
undertake no obligation to publicly revise or update these forward-looking statements to reflect future events or changes in circumstances.

These
forward-looking statements are subject to risks and uncertainties that could cause our actual results, performance, or achievements to differ from those expressed in or implied by
these statements. See our risk factors below.

Sales of Real Estate:The majority of the Company's revenues is generated by its real estate operations. The ability of the
Company to consummate sales of real estate is dependent on various

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factors including, but not limited to, availability of financing to the buyer, agreement with buyers on definitive terms, regulatory and legal issues, and successful completion of the buyer's due
diligence. The fact that a real estate transaction has entered escrow does not necessarily mean that the transaction ultimately will close. Therefore, the timing of sales may differ from that
anticipated by the Company. The inability to close sales as anticipated could adversely impact the recognition of revenue in any specific period.

Economic Conditions:Real estate development and commercial income property can be significantly impacted by general and
local economic conditions, which are beyond the control of the Company. The
Company's real estate operations are concentrated in north Los Angeles County. The Southern California economy is profoundly affected by the entertainment, technology, defense and certain other
segments. Consequently, all sectors of the Company's real estate operations tend to be cyclical. The regional economy, like that of the state and nationally, has slowed into a recession. There can be
no assurances that the recession will not worsen or the economy will recover in the near future.

Inflation:The Company believes it is well positioned against the effects of inflation. Historically, during periods of
inflation, the Company has been able to increase selling prices of properties to offset rising costs of land development and construction. A portion of the commercial income portfolio is protected
from inflation since percentage rent clauses and Consumer Price Index increases in the Company's leases tend to adjust rental receipts for inflation, while the underlying value of commercial
properties has tended to rise over the long term.

Interest Rates and Financing:Fluctuations in interest rates and the availability of financing have an important impact on
the Company's performance. Sales of the Company's properties could be adversely impacted by the inability of buyers to obtain adequate financing. Further, the Company's real estate development
activities are dependent on the availability of adequate sources of capital. Certain of the Company's credit facilities bear interest at variable rates and would be negatively impacted by increasing
interest rates.

Competition:The sale and leasing of residential, industrial and commercial real estate is highly competitive, with
competition coming from numerous and varied sources. The degree of competition is affected by such factors as the supply of real estate available comparable to that sold and leased by the Company and
the level of demand for such real estate. Currently, the residential market in the Santa Clarita Valley, including Valencia, remains strong and has been capturing an increasing portion of Los Angeles
County's new home sales. However, there is no assurance that this trend will continue. The industrial market in Valencia is experiencing declining demand and rising vacancy rates since the national
and regional economy has slowed and concerns linger over California's power crisis. In addition, local competition has intensified as local business parks have opened or are in the planning stages.

Geographic Concentration:The Company's real estate development activities are focused on the 18,600 acres that it owns in
north Los Angeles County. The Company's entire commercial income portfolio is located in the Valencia area. Therefore, any factors affecting that concentrated area, such as changes in the housing
market, economic conditions and environmental factors, which cannot be predicted with certainty, could affect future results.

Exposure to Natural Occurrences and Acts of Terror:The Company's assets and real estate operations may be adversely affected
by natural occurrences such as earthquakes and weather conditions, and acts of terrorism or armed conflict that may cause damage to assets, delay progress and increase the costs of infrastructure
construction and land development, and affect the pace of sales.

Government Regulation and Entitlement Risks:In developing its projects, the Company must obtain the approval of numerous
governmental authorities regulating such matters as permitted land

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uses, density and traffic, and the provision of utility services such as electricity, water and waste disposal. In addition, the Company is subject to a variety of federal, state and local laws and
regulations concerning protection of health and the environment. This government regulation affects the types of projects which can be pursued by the Company and increases the cost of development and
ownership. The Company devotes substantial financial and managerial resources to comply with these requirements. To varying degrees, certain permits and approvals will be required to complete the
developments currently being undertaken or planned by the Company. Furthermore, the timing, cost and scope of planned projects may be subject to legal challenges. (See following "Litigation"
discussion.) In addition, the continued effectiveness of permits already granted is subject to factors such as changes in policies, rules and regulations and their interpretation and application. The
ability to obtain necessary approvals and permits for its projects may be beyond the Company's control and could restrict or prevent development of otherwise desirable new projects. The Company's
results of operations in any period will be affected by the amount of entitled properties the Company has in inventory.

Litigation:The land use approval processes the Company must follow to ultimately develop its projects have become
increasingly complex. Moreover, the statutes, regulations and ordinances governing the approval processes provide third parties the opportunity to challenge the proposed plans and approvals. As a
result, the prospect of, and actual, third-party challenges to planned real estate developments have provided additional uncertainties in real estate development planning and entitlements. Third-party
challenges in the form of litigation will, by their nature, adversely affect the length of time required to obtain the necessary approvals. In addition, adverse decisions arising from any litigation
increase the costs and may adversely affect the design, scope, plans and profitability of a project.

Environmental Remediation:The Company owns or formerly owned properties with respect to which which the Company may be
required to remediate environmental effects of prior releases of contamination. Future environmental costs are difficult to estimate because of factors such as, but are not limited to, the unknown
magnitude of possible contamination, the unknown timing and extent of remediative actions that may be required, the determination of the Company's potential liability, and the extent to which such
costs are recoverable from third parties or insurance. In addition, the length of time to perform any required remediation or the successful pursuit of responsible third parties is difficult to
predict. The ability to, or length of time required to, remediate any property could increase the costs of, and restrict, prevent or delay the development of a new project.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk primarily due to fluctuations in interest rates. The Company utilizes both fixed rate and variable rate debt. At
March 31, 2002, the Company had $42.8 million of variable debt outstanding with a weighted average interest rate of 3.22% and $61.7 million of fixed rate debt with interest rates
ranging from 7.25% to 8.45%.

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The
table below presents principal cash flows and related weighted average interest rates of the Company's long-term fixed rate and variable rate debt at March 31,
2002 by expected maturity dates:

|Dollars in thousands    |                                | 2002 |   | 2003  |   | 2004 |        | 2005 |   | 2006   |   | Thereafter |       | Total |   | Fair
Value |  
|----------------------- | ------------------------------ | ---- | - | ----- | - | ---- | ------ | ---- | - | ------ | - | ---------- | ----- | ----- | - | ---------- | -
|Mortgage and Other Debt |                                |      |   |       |   |      |        |      |   |        |   |            |       |       |   |            |  
|                        | Fixed Rate Debt                |      | $ | 3,995 |   | $    | 10,970 |      | $ | 1,509  |   | $          | 1,657 |       | $ | 23,525     |  
|                        | Weighted Average Interest Rate |      |   | 7.36  | % |      | 8.32   | %    |   | 7.38   | % |            | 7.35  | %     |   | 7.43       | %
|                        | Variable Rate Debt (1)         |      | $ | 2,000 |   |      |        |      |   | 40,800 |   |            |       |       |   |            |  
|                        | Weighted Average Interest Rate |      |   | 3.12  | % |      |        |      |   | 3.22   | % |            |       |       |   |            |  

---

The table below presents principal cash flows and related weighted average interest rates of the Company's long-term fixed rate and
variable rate debt at March 31, 2001 by expected maturity dates:

|Dollars in thousands    |                                | 2001 |   | 2002   |   | 2003 |       | 2004 |   | 2005   |   | Thereafter |       | Total |   | Fair
Value
|----------------------- | ------------------------------ | ---- | - | ------ | - | ---- | ----- | ---- | - | ------ | - | ---------- | ----- | ----- | - | ----------
|Mortgage and Other Debt |                                |      |   |        |   |      |       |      |   |        |   |            |       |       |   |           
|                        | Fixed Rate Debt                |      | $ | 1,264  |   | $    | 1,479 |      | $ | 10,968 |   | $          | 1,512 |       | $ | 1,655     
|                        | Weighted Average Interest Rate |      |   | 7.58   | % |      | 7.55  | %    |   | 8.32   | % |            | 7.35  | %     |   | 7.37      
|                        | Variable Rate Debt             |      | $ | 32,000 |   | $    | 7,400 |      |   |        |   |            |       |       |   |           
|                        | Weighted Average Interest Rate |      |   | 6.32   | % |      | 6.90  | %    |   |        |   |            |       |       |   |           

There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable
or predictable because of the variability of future interest rates and the Company's future financing requirements. The Company manages its interest rate risk by maintaining a conservative ratio of
fixed rate, long-term debt to total debt in order to maintain variable
rate exposure at an acceptable level and by taking advantage of favorable market conditions for long-term debt. In addition, the Company's guideline for total debt is not to exceed 60% of
the appraised value of the income portfolio. As of March 31, 2002, the Company's debt to income portfolio value ratio was 40%.

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Part II. Other Information

Item 1. Legal Proceedings.

Please refer to "Community Development" and "Litigation" underPart I, Item 2."Management's Discussion and Analysis of
Financial Condition and Results of Operations".

Item 6. Exhibits and Reports on Form 8-K



10(a)

The Newhall Land And Farming Company Employee Savings Plan Amendment No. 510(b)

The Newhall Land And Farming Company Retirement Plan (Restatement Effective January 1, 1989) Amendment No. 6




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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.

| |  | THE NEWHALL LAND AND FARMING COMPANY(A California Limited Partnership)
Registrant
| |  | ---------------------------------------------------------------------------------
| |  |                                                                                  
| |  |                                                                                  

|Date: May 10, 2002 |  | By: |  | /s/GARY M. CUSUMANOGary M. Cusumano,President and Chief Executive Officer of
Newhall Management Corporation (Principal Executive Officer)        
|------------------ |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|Date: May 10, 2002 |  | By: |  | /s/STUART R. MORKStuart R. Mork,Senior Vice President and Chief Financial Officer of Newhall Management
Corporation (Principal Financial Officer)
|Date: May 10, 2002 |  | By: |  | /s/DONALD L. KIMBALLDonald L. Kimball,Vice PresidentFinance and Controller of Newhall Management
Corporation (Principal Accounting Officer)     

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