**Exhibit 31 (b)**

 

 

**Certification of Quarterly Report ByPrincipal Financial Officer Pursuant toExchange Act Rules 13a-14(a) or 15d-14(a)**

 

I, Donald L. Kimball, VicePresident and Chief Financial Officer of Newhall Management Corporation,(Principal Financial Officer),certify that:

 

1.               I have reviewed this quarterly reporton Form 10-Q of The Newhall Land and Farming Company;

 

2.               Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.               Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.               The registrant’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

(a)          Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)         [Omitted per SEC Release 33-8238]

 

(c)          Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;and

 

(d)         Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.               The registrant’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

 

(a)          All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information;and

 

(b)         Any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date: November 10, 2003 |   |                                                                     |
|-------------------------|--------|--------------------------------------------------------------------------|
|                    |   |                                                                     |
|                    |   | /s/ Donald L. Kimball                                                    |   |
|                    |   | Donald L. Kimball, Vice President and Chief Financial                    |
|                    |   | Officer of Newhall Management Corporation  (Principal Financial Officer) |

 

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