UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]

For the fiscal year ended June 30, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

                         Commission File Number: 0-7775

                         WESTLAND DEVELOPMENT CO., INC.
             (Exact name of registrant as specified in its charter)

           New Mexico                                      85-0165021
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or other organization)                  Identification No.)

        401 Coors Boulevard, N.W., Albuquerque, New Mexico,      87121
             (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: 505-831-9600

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

No Par Value Common Stock
(Title of Class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $5,348,609

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

On September 18, 1998,  there were 716,608 No Par Value Common shares and 30,700
Class B shares owned by non-affiliates. The stock was sold on September 18, 1998
for $15 per share.  Thus the aggregate  market value of the voting stock held by
non-affiliates was $11,064,825.

The number of shares  outstanding of each of the Registrant's  classes of common
stock, as of September 18, 1998, was:

          No Par Value Common:          716,608 shares.
          Class A $1.00 Par Value:      none.
          Class B $1.00 Par Value:      86,100 shares.

DOCUMENTS  INCORPORATED BY REFERENCE:

        Proxy  statement and Proxy for Annual  Meeting of  Shareholders  for the
        year ended June 30, 1998.
        Annual  Report to  shareholders  for the year  ended June 30, 1998.




PART I

ITEM 1:  DESCRIPTION OF BUSINESS

General Development of Business.

Westland   Development   Co.,   Inc.,  a  New  Mexico   for-profit   corporation
("Registrant"),  is the successor to a community  land grant  corporation  named
Town of Atrisco,  which itself was a successor to a Spanish community land grant
named the Atrisco Land Grant.  Information  concerning the historical background
of these  predecessor  organizations and the conversion in 1967 from a community
land  grant  corporation  into  a  business  corporation  can  be  found  in the
Registrant's  Form 10 and its Form 10-K for the fiscal year ended June 30, 1974.
With limited  exceptions,  only lineal  descendants of the  incorporators of the
Town of Atrisco may own shares of the Registrant's Common Stock.

The Registrant's  executive offices are located in its own building at 401 Coors
Boulevard,  N.W.,  Albuquerque,  New Mexico, 87121, telephone (505) 831-9600, on
land which was originally part of the Atrisco Land Grant.

The Registrant is the owner of approximately 59,000 acres of land located on the
west side of Albuquerque, New Mexico. Most of its property is held for long term
investment and is leased for cattle  grazing.  The Registrant  derives  revenues
through commercial and land leases,  partnerships formed for various development
projects, lot development sales and bulk land sales to other land developers.

During the past year,  Albuquerque  and Bernalillo  County approved a 6,400 acre
master plan for development of those additional acres of the Registrant's  land.
For the Registrant to begin developing or selling land within this planned area,
Albuquerque must make available the required  utilities.  It is anticipated that
the  utilities  will be  extended  over  many  years  as an  orderly  system  of
development occurs on the land.

As of  September  15, 1998,  approximately  245 acres of the  Registrant's  land
located on the west side of the City of Albuquerque,  New Mexico which have been
segregated for development remain to be sold.

The  Registrant  believes  that over the next few years it will enter into joint
ventures,  land  developments,  ground  leases,  limited  partnerships  and,  if
warranted by  available  capital,  may begin the  construction  of  residential,
industrial and commercial  structures for lease or sale. The  Registrant's  long
term  business  philosophy  is to  enhance  the value of the  Registrant's  land
through careful planning and development,  while retaining  ownership of a major
portion of the land in perpetuity and simultaneously increasing the value of the
Registrant's  stock  and  to  provide  dividends  for  its  shareholders,   when
consistent with the Registrant's need for a sufficient cash flow to meet current
operating expenses.

Narrative Description of Business.

Over the past 16  years,  the  Registrant  developed  six  master  plans for the
development  of certain of its properties  and through  implementation  of those
plans,  sold  approximately  1,350  acres  of  its  lands.  Those  master  plans
encompassed approximately 600 to 1,000 acres and are identified as Atrisco Urban
Center and El Rancho  Atrisco,  Phases I through V. These lands,  except for the
Phase V master plan which was abandoned due the  introduction  of the Petroglyph
National Monument, have now been substantially developed and sold. A master plan
(the "Westland Master Plan") encompassing approximately 6,400 acres for the area
between  Unser  and  Paseo del  Volcan  has been  approved  by  Albuquerque  and
Bernalillo County.  Discussions  related to the introduction of utilities to the
area are ongoing at the time of this Report.

Oil and Gas and Grazing Leases.

Approximately  52,000  acres  of  the  Registrant's  land  is  not  planned  for
development  and is leased to  non-affiliated  people  for cattle  grazing.  The
leases provided rental income of  approximately  $16,000 in fiscal 1998.  During
the year the Registrant agreed to certain rent abatements because of a prolonged
drought that severely limited the productive capacity of the land.

During  the year the  company  that held an oil and gas  lease to  approximately
8,500  acres  drilled  an  exploratory  well which was not  successful  and then
abandoned  the lease.  No further  interest in leasing the land has been made by
any  significant  company  and  it  is  not  known  whether  there  remains  any
exploratory interest in the land.

The Registrant also owns and leases certain commercial buildings at an aggregate
annual rental of $686,000 (See "Revenue Producing Properties").

Development Properties.

As of June 30, 1998, the Registrant  continued to own approximately 250 acres of
a total of 1,600 acres which it developed  and sold over the last 16 years.  The
Westland Master Plan was approved by Bernalillo  County in 1997 and was approved
by the City of Albuquerque in May of 1998 (see discussion  below). The effort of
the Registrant and its staff is being devoted to the  implementation of the Plan
at the earliest possible date. A summary of Westland Master Plan is as follows:

Westland Master Plan.

The Registrant  prepared a master development plan covering  approximately 6,400
acres located north of  Interstate 40 and south of the area  designated  for the
Petroglyph  National Monument,  west of Unser Boulevard.  The Registrant and the
City of Albuquerque are currently  negotiating the conditions  through which the
City will begin  introducing  water and sewer  utilities to the portions of land
that will be initially  developed.  At the present time, the City is asking that
the  Registrant  pay the cost of  water  utilities  to zones 3 and 4W and  sewer
utilities to about one quarter of the master planned area (an estimated total of
about $10,000,000),  which the Registrant will recover from the City as lots are
sold and the city receives hook-up costs from the developers.  If the Registrant
is required to pay those costs, it anticipates doing so through a combination of
borrowing and use of portions of its income.  In addition,  any water rights now
owned or  subsequently  acquired  by the  Registrant  in the 6,400  acres of the
master  planned  area must be assigned to the City for only that  portion of the
master planned area to which the City supplies water and sewer service.

It is anticipated that there are not insurmountable  obstacles  remaining to the
beginning of the implementation of the Master Plan.  Management expects that the
first  sale of lands  master  in  planned  area will  occur in about two  years,
barring unforeseen delays.

Other Projects.

1.  Assisted Living Development

As previously  reported,  the  Registrant is a Limited  Partner in a partnership
which  built and owned a housing  facility  for persons in need of some care but
who are not  otherwise  ambulatory.  The 40 unit  complex was opened in March of
1997, and occupancy was offered through Albuquerque newspapers, but a sufficient
occupancy to reach  profitability  was never obtained.  During the year the bank
that financed the  construction  of the project  foreclosed  and proceeded  with
efforts to sell the building. The Registrant reviewed the financial condition of
the project and concluded that it was not in the  Registrant's  best interest to
invest  additional  resources into the project.  The Registrant's  investment in
this project was written off its books more than two years ago and no current or
future loss on the project will be experienced.


2. ERA Phase I - Volcano Business Park.

Volcano  Business Park consists of  approximately  22 acres zoned for industrial
park uses of which 22 acres have been platted and  developed  into 11 lots.  The
Registrant  has  entered  into  a  partnership   arrangement  through  which  it
supervised construction, management and owns 50% of an 172 unit storage facility
on  approximately  1.7 acres of this  property.  The facility  was  completed in
December of 1995 and as of August 1, 1998 was approximately 70% occupied.

3.  ERA Phase III  - Commercial, Industrial and Residential Developments

In the mid 1980's,  the  Registrant  completed the planning of El Rancho Atrisco
Phase III Sector Development Plan. Those plans included  construction of a total
of 200,000  square feet of office space,  approximately  100,000  square feet of
retail space, 130 acres for industrial usage (Ladera  Industrial Park), 51 acres
of high density  housing and 113 acres of single family  housing.  During fiscal
1995,  the  Registrant  sold a 6.3 acre  tract  which has been  developed  as an
affordable apartment complex. During fiscal 1996 the Registrant sold a 0.86 acre
parcel  of  land  to  Diamond  Shamrock  for the  development  of a  convenience
store-gas  station at the corner of Unser and Ladera Drive.  During fiscal 1996,
the Registrant also sold a tract consisting of approximately 16 acres to a local
developer for construction of additional family homes.

The Registrant joined a limited liability corporation for the planning, approval
and   development  of  a   9.6  acre  tract,  to  be  developed  for  affordable
multi-family apartment units. During fiscal 1997, this entire project was sold.

4.  Travel Plaza

Since 1990,  the  Registrant  has been working to develop about 100 acres of its
land for a travel center and related commercial uses.  Anticipated users include
restaurants,  motel-hotel facilities, fueling stations, and other travel/tourist
related  facilities.  During 1995, the Registrant sold two acres, on which there
has now been a truck  sales  facility  developed  and in the last  year sold the
owners of that facility an additional two acres for expansion of that business.

5.  Parkway Subdivision

The Registrant  previously  reported that from 1994 through 1997, the Registrant
developed and sold to Sivage Thomas certain  developments known as Parkway Units
7 and 8. Sivage  Thomas  completed  building out homes on Units 7 and during the
past  year and an  elementary  school,  constructed  on  approximately  11 acres
purchased from the Registrant by Albuquerque was opened for classes beginning in
the fall of 1998. In 1998, the Registrant sold Parkway Unit 9 to Sivage Thomas.

6.  Recreation Complex

The Registrant  previously  reported that in 1994 it entered into a lease/option
arrangement  related to  approximately  100 acres located north of I-40 on Paseo
del Volcan.  Because of a default in the terms of the  lease/option,  during the
past year the  Registrant  took  possession  of the  property.  The  lessee  had
developed a recreation  and softball  complex on the property,  which became the
property of the Registrant upon taking possession of the property. In the summer
of 1998,  the  Registrant  held a Matanza for its  shareholders  at the softball
complex and  approximately  600 shareholders and heirs attended and enjoyed food
and music. The Registrant is looking for a purchaser for the facility and in the
mean time has leased the  facilities  on a month to month  basis to a  temporary
operator at a rental of $3,000 per month.

7.  Tierra Oeste

As previously reported, the Registrant committed  approximately 28 acres of land
north of Ladera Dr.,  west of Unser  Blvd,  to a limited  liability  corporation
named Tierra Oeste,  LLC. The developer  defaulted in its obligations to the LLC
and the  Registrant  purchased the  development  company's  interest.  After the
initial  developer became unable to perform,  a second developer  approached the
Registrant  requesting the  opportunity to perform the  obligations of the first
developer and the Registrant  agreed that the second  developer could assume the
first  developer's  interest  if it  satisfied  the  Registrant  that it had the
financial capacity to complete the project.  The second developer never acquired
the first developer's  interest in the corporation and never furnished financial
statements to the Registrant and the Registrant  canceled its agreement with the
second  developer.  The Registrant was subsequently sued by the second developer
for  specific  performance  of the  contract  alleging  that  the  contract  was
prematurely  terminated.  The Registrant denied the allegations of the complaint
and counter  sued for  damages  caused by the delay in its being able to deal in
this  property.  The issues in this case were  tried in August of 1998,  and the
Registrant is awaiting the Courts order.  It cannot be predicted  whether either
party will appeal the Court Order when finally entered. If the Registrant should
lose  this  action  the other  party  must pay it not less  than  $500,000.  The
Registrant  considers this litigation to be ordinary,  routine and incidental to
its business and not material.

8.  Education and Community Projects

The Registrant has a continuing  corporate program of donating land or otherwise
assisting in projects that its  management  believes has a long term  beneficial
effect to the  development  and furtherance of the educational and health of the
community and citizens. As previously reported, the Registrant has donated lands
for the  purpose of building  schools,  churches,  and health  care  facilities.
Management will continue to review all requests of a similar nature to determine
the merits,  on a case by case basis, of future requests for similar  donations.
The Registrant is currently attempting,  with the help of others, to establish a
facility for the housing and  employment  of mentally ill citizens  that will be
named "Westland Farms."

9.  Land Sales

   1). The Registrant has, in the last year, completed 12 transactions  totaling
   approximately  152  acres,  including  the sale of the last lot in the  Cedar
   Ridge  development,  but not including lots sold to Kaufman & Broad, Inc. for
   Alvarado Estates (formerly Cedar Ridge Estates) and Westwind Homes.

   2). On June 27, 1990, the United States Congress established an approximately
   7,000 acre national monument (the Petroglyph  National  Monument) to preserve
   and protect the volcanic  escarpment  on  Albuquerque's  West Mesa area.  The
   Monument's  proposed  boundaries  included  approximately  1,964 acres of the
   Registrant's  land. The Company sold 444 acres in fiscal year 1992, 713 acres
   in fiscal 1993,  118 acres in fiscal 1994,  24 acres in fiscal 1995,  none in
   fiscal 1996 and 218 in fiscal 1997.  During the current fiscal year, the Park
   Service  purchased 85 acres.  Approximately 362 acres have yet to be acquired
   by the Park Service and the  Registrant  has been given no assurance when the
   final  purchases  of the  property  may  occur.  The  Registrant's  Board  of
   Directors has agreed that,  subject to  negotiation  of  acceptable  terms of
   sale, the Registrant will sell to the National Park Service the  Registrant's
   remaining lands included in the Monument.

10.   Reinvestment Properties

As part of the Registrant's  plans to defer the tax burden arising from the sale
of its lands to the  National  Park  Service  for  inclusion  in the  Petroglyph
National  Monument,  in the  past it  reinvested  its  funds  in the  properties
discussed  below and two vacant land  parcels and 3 commercial  buildings.  As a
result of these purchases, the Registrant believes that it has deferred taxes on
approximately $8,200,000 in sales through fiscal 1998. The Commercial properties
are the following:

   a) A commercial  building at Coors  Boulevard and Sequoia Road in Albuquerque
   at a cost of  $2,630,000,  $1,827,000  of which is subject to a Mortgage upon
   which the Registrant must pay monthly payments of $17,970.  This building has
   been leased to Walgreen Co. for 20 years at a fixed rent of $19,173 per month
   plus additional rent based upon a formula of gross sales up to a maximum rent
   of $460,161 in any one year.

   b) A commercial building in Albuquerque's Midway Industrial Park at a cost of
   $1,074,000,  $734,000  of which is  subject  to a  Mortgage  upon  which  the
   Registrant  must make  monthly  payments of $6,893.  This  building  has been
   leased to Circuit City Stores for a term of 10 years at an escalating  rental
   beginning at $4.25 per square foot the first year and increasing in stages to
   $5.55 per square foot in the tenth year. The lessee has also been granted the
   right to extend  the  lease for two  additional  5 year  terms at  escalating
   rental rates during each of the years of any extended  term. The current rent
   is $9,235 per month.

   c) A commercial  building  located at Coors Boulevard and Central Avenue at a
   cost of  $3,593,000,  which is subject to a mortgage of $2,748,000  requiring
   payments of $24,682 per month.  The  building has been leased to Walgreen Co.
   on a minimum  20 year  lease at a fixed  rent of  $26,122  per  month  plus a
   percentage  of gross  sales,  with the maximum  annual  rent being  capped at
   $626,922.  Walgreen Co. may continue the term of the lease for an  additional
   40 years.

Current Real Estate Market Conditions

The market  conditions for the development and sale of properties in Albuquerque
are  positive  at the  present  time.  After a period of high  occupancies,  the
multi-family  market  enjoyed  a  building  boom,  which has  resulted  in lower
occupancies and rent, on average.  Although there has been a slump in the market
during the last 18 months,  the  Registrant has been able to sell the properties
it had available for sale.  Management  believes that for the foreseeable future
commercial and industrial construction will further stabilize and the demand for
single family residential construction will slow, but continue to be strong.

Competition

The Registrant's  industrial parks - The Atrisco Urban Center,  Volcano Business
Park and Ladera Industrial Park compete with other business and industrial parks
in the Albuquerque area,  including some that are more established and some that
are located nearer the major population  centers of Albuquerque.  The Registrant
believes that a sale made by another party  resulting in the  introduction  of a
Coca Cola bottling  plant in the Business Park and  development  of the business
center  within the Business  Park will add to the quality of the Park's  tenants
and will attract other businesses to the Parks.

Residential  subdivisions on the  Registrant's  land compete with other areas in
the Albuquerque  housing market  (essentially  Bernalillo County and portions of
Sandoval County and Valencia County),  as well as with other subdivisions on the
western side of the City of Albuquerque.  A number of large  subdivisions to the
north of the  Registrant's  land are not fully  sold.  These  include Rio Rancho
(about six miles north of the  Registrant's  land),  Paradise  Hills (about five
miles north of the Registrant's land), Volcano Cliffs,  Taylor Ranch and Vantana
Ranch (each about two to three miles north of the Registrant's land).

The  mandate by the State  Legislature  for  implementation  of Impact  Fees may
result in the  Registrant's  lands  being  disadvantaged  because  the fees that
surrounding  counties  charge  may be less than  those  that will be  charged by
Albuquerque  and Bernalillo  County.  Bernalillo  County began the assessment of
such fees  beginning on January 1, 1996, but the Registrant has not been able to
determine whether these fees will adversely impact its business.

Employees

As of June 30,  1998,  the  Registrant  had ten  full-time  and  nine  part-time
employees.  The Registrant's  president,  who is also a director, is a full time
employee.   The  Registrant   also  had  contractual   relationships   with  six
individuals,  including  two of the  Registrant's  officers and  directors,  who
provided various services to the Company.

Government Regulations.

The  Registrant's  ability to undertake an active  program of development of its
land and  management  of its rental  properties,  (whether such  development  is
performed by the Registrant itself or by sale of the Registrant's land to others
for development),  is dependent on the Registrant's  ability to comply with laws
and regulations of the State of New Mexico and Bernalillo  County,  and the City
of  Albuquerque,   applicable  to  general  environmental  protection,  land-use
planning, annexation, zoning and subdivisions. Both County and City regulate the
subdivision  of land and impose  zoning and building  permit  requirements.  The
subdivision  regulations of both  Bernalillo  County and the City of Albuquerque
require,  as a condition  of approval of proposed  subdivisions,  that  adequate
provision  be made by the  developer  for  land  use  planning,  water  (both to
quantity and quality),  liquid waste disposal, solid waste disposal,  sufficient
and adequate roads and storm drain management.

Although the compliance with federal,  state, and local  provisions  relating to
the protection of the  environment,  including laws regulating  subdivisions and
land-use  planning,  has had no material  effect upon the capital  expenditures,
earnings and competitive  position of the Registrant,  no assurance can be given
that this situation will continue.  Requests relating to flood drainage, traffic
flow and similar matters from the City of Albuquerque have occasionally  delayed
the receipt of necessary  approvals  and required  modification  of  development
proposals.  The opening of the Double Eagle II Municipal  Airport by the City of
Albuquerque to the north of the  Registrant's  Land on Paseo del Volcan may have
an impact on the use of and planning for the  Registrant's  land in the vicinity
of the  airport  as will  the  creation  of the  Petroglyph  National  Monument,
although Management believes both facilities will favorably impact the Company's
lands.

At the  Registrant's  request,  the  City of  Albuquerque  has  created  Special
Assessment  Districts  affecting  the  Atrisco  Urban  Center  and the El Rancho
Atrisco  areas  for the  financing  of water,  sewer,  paving  and other  street
improvements, and levied assessment liens on them. This has provided a mechanism
for financing these improvements.

Approximately  3,000 acres of the  Registrant's  land is designated  "Developing
Urban"  by  the  current   Albuquerque/Bernalillo   County  Comprehensive  Plan.
According  to the Plan,  "Developing  Urban" land is land  without  accepted and
approved   platting,   but  which  has  adequate   resource   capabilities   for
urbanization.  Certain land use regulations  contained in the Comprehensive Plan
apply to said land which may complicate its  development to its highest and best
use and may increase the costs of development.

Availability of Water and Municipal Services.

The  unavailability of sufficient water has often been a major inhibiting factor
in  the  land  development  business  in  the  Southwest.   The  extent  of  the
Registrant's water rights has not been determined,  however,  the Registrant has
retained the services of a water law specialist to investigate  the existence of
any  Registrant  water rights and to otherwise  consult with the  Registrant  on
matters  involving  availability of water.  However,  lack of ownership of water
rights by the Registrant would not be an inhibiting  factor to the developing of
the  Registrant's  land if adequate water were to be made available  through the
City of Albuquerque  and/or  Bernalillo  County and/or other water sources or by
purchase by the  Registrant or a developer that might purchase and develop land.
For  example,  both Tierra West  Mobile  Home Park sold by the  Registrant  near
9-mile hill and the  recreation  complex  leased or  purchased  water rights and
drilled wells to meet their water needs.

Under present annexation policies of the City of Albuquerque,  annexation to the
City of Albuquerque of portions of the Registrant's land is a requirement by the
City before it will extend water and sewer services  within a reasonable  period
of time after  annexation.  However,  the cost of water  distribution  and sewer
lines would have to be borne by the  developer,  or by subsequent  purchasers of
the annexed  portions.  Until only recently was the  Registrant  able to get any
assurance  from the City that services of the any of the  Registrant's  lands by
the City will occur at any reasonable time in the future.  Because of doubt. the
Registrant has pursued  alternative  methods of providing water, sewer and other
services  to  its  lands.  In the  past,  the  Registrant  worked  closely  with
Bernalillo  County to secure the County's  assistance in providing such services
to  Albuquerque's  west side and to lands  owned by the  Registrant.  The County
completed  a  feasibility   study  looking  toward   providing  those  services.
Subsequently the Registrant and the County entered into a program which outlines
the County's providing services, but prior to the program being implemented, the
City  indicated that it would provide the services.  Negotiations  with the City
are currently ongoing.

With the exception of the Atrisco Urban Center and the residential subdivisions,
most of the  Registrant's  land lies outside the municipal limits of the City of
Albuquerque  and are not furnished with City of Albuquerque  water or other City
of Albuquerque services.  The Registrant experienced little difficulty in having
the Atrisco  Urban Center and the  residential  subdivisions  within areas where
water  service is currently  available  annexed to the City of  Albuquerque  and
furnished  with  services,  but the same  cannot be assumed  for other  areas of
Registrant's land.

Other Factors Affecting Development of Registrant's Land

Various activist groups, as well as neighborhood organizations occasionally have
in the past taken actions which have, to some extent,  delayed the  Registrant's
plans for the development of some of its lands.  During the 1994 fiscal year two
activist  groups  filed  appeals  with the City of  Albuquerque  related  to the
Registrant's  Master Plan.  However,  the Master Plan was upheld with only minor
modifications.  During 1997, an activist group protested the County's proceeding
with its plans to establish utility services for the Registrant's lands, but the
County  Commissioners   approved  going  forward  with  the  project.   Adjacent
neighborhood  associations  approved  the Plan and  supported  the  Registrant's
efforts to implement the Master Plan.

ITEM 2:  DESCRIPTION OF PROPERTIES

The major physical assets owned by the Registrant are its land which is owned in
fee simple.  The land comprises  approximately  52,000 acres of undeveloped land
held for long-term investment and approximately 250 acres of land remaining from
those which the  Registrant  has developed to various  stages of completion  and
approximately  6,400 acres located in the Registrants  Westland Master Plan. The
Registrant  also owns the  Atrisco  Urban  Center  office  building,  comprising
approximately  11,097  square feet, a portion of which is leased to Nations Bank
and the  remainder  of which the  Registrant  uses in executive  offices..  This
building is not mortgaged. Approximately 4,166 square footage of the building is
leased to Nations Bank at a monthly rental of $2,598.  The Registrant  also owns
three  commercial  buildings  that are  leased to others and is a 50% owner of a
self storage facility. See "Item 1. Business - Reinvestment Properties."

The population of the Albuquerque metropolitan area has grown significantly over
the last 40 years. Physical expansion of the City of Albuquerque has taken place
on the north,  south and east sides,  but the bulk of the most recent growth has
been west of the Rio Grande  River where the  Registrant's  land is located.  In
fact, much of the real property  directly west of the City of Albuquerque is the
Registrant's  land,  which  was  previously  considered  unmarketable  and  was,
therefore,  generally viewed as being  unavailable for the expansion of the City
of  Albuquerque.  The Registrant  anticipates  that growth on the West Side will
continue into the foreseeable future.

The Registrant's land is bisected by Interstate Highway I-40, the main east-west
thoroughfare  through   Albuquerque.   Access  to  the  Registrant's  land  from
Interstate 40 is provided by the Coors  Boulevard  interchange  near the eastern
edge of the Registrant's land, by the Unser Boulevard interchange at the western
edge of the Atrisco Urban Center, by the 98th Street  interchange to the west of
the Atrisco  Urban  Center and by the Paseo del Volcan  interchange  where I-40,
Paseo  del  Volcan  and  Central  Avenue  meet.  Running  north  from  the  I-40
interchange,  Paseo del Volcan transverses about 4 1/2 miles of the Registrant's
land  to the  Double  Eagle  II  Airport.  In  1994,  the  Registrant  dedicated
approximately 180 acres to Bernalillo County for the linking of Paseo del Volcan
and Rio  Bravo.  The  County has  extended  Paseo del  Volcan  south of the I-40
interchange to the point at which it will intersect with the Rio Bravo extension
to form an inner loop for the City's southwest quadrant.

The  Registrant  and  other   landowners  and  developers  (the  Northwest  Loop
Association)  dedicated land and have paid a portion of the design costs for the
Northwest  Loop,  which  has  been  approved  by the New  Mexico  State  Highway
Commission.  The Northwest Loop will extend for  approximately 39 miles and will
connect I-40 and New Mexico State Highway 44,  traversing the western portion of
the  Registrant's  land  within the Rio Puerco  valley.  In 1995 the  Registrant
donated 169 acres for  development  of the  Northwest  Loop.  Completion  of the
Northwest Loop is not expected for 15 to 20 years. Most of the Registrant's land
is remote and not readily accessible,  not serviced by utilities, and Registrant
believes that the bulk of its land will not be available for  development in the
foreseeable future.

There is no  limitation  on the kind of  securities  into which the  Company may
exchange real estate.  The Company has  considered  various  structures  through
which it might enhance the value of its properties  and would exchange  property
for partnership  units or other  securities  issued by others for the purpose of
developing the Registrant's land.

A large portion of the  undeveloped  land is leased for  agricultural  uses (see
"Item 1. Business" ). The bulk of the Registrant's  undeveloped land is held for
long term investment.

In the opinion of the Company's  Management,  its property is adequately covered
by insurance.

ITEM 3:  LEGAL PROCEEDINGS

Other than ordinary  routine  litigation  incidental to the Company's  business,
neither the Company nor any member of  management  is the subject of any pending
or threatened legal proceedings:

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended June 30, 1998.

PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS

Information  required by this item is  incorporated  by reference to the item in
the Registrant's  Annual Report to Shareholders for the year ended June 30, 1998
entitled  "Market Price and  Dividends on  Westland's  Common Equity and Related
Stockholder Matters."

ITEM 6: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The  information  required by this item is incorporated by reference to the item
in the Registrant's Annual Report to Shareholders for the fiscal year ended June
30, 1998 entitled  "Management's  Discussion and Analysis of Financial Condition
and Results of Operations."

ITEM 7:  FINANCIAL STATEMENTS

The  information  required  by this item is  incorporated  by  reference  to the
Financial  Statements in the Registrant's  Annual Report to Shareholders for the
fiscal year ended June 30, 1998 which is attached as an exhibit to this report.

ITEM  8:  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

There have been no  changes in or  disagreements  with  Accountants  of the kind
described by Item 304 of Regulation S-B at any time during the  Registrant's two
(2) most recent fiscal years.

PART III

ITEM 9: DIRECTORS,  EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

The information  required by this item is incorporated by reference to the items
in the Registrant's definitive Proxy Statement for the November 13, 1998, Annual
Meeting of  Shareholders  entitled  "Election of Directors"  and  "Directors and
Executive  Officers".  All reports required by Section 16(a) of the Exchange Act
to be filed during the fiscal year were filed.

ITEM 10:  EXECUTIVE COMPENSATION

The  information  required by this item is incorporated by reference to the item
in the Registrant's Definitive Proxy Statement for the November 13, 1998, Annual
Meeting of Shareholders entitled "Executive Compensation".

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required by this item is incorporated by reference to the item
in the Registrant's Definitive Proxy Statement for the November 13, 1998, Annual
Meeting of  Shareholders  entitled  "Voting  Securities  and  Principal  Holders
Thereof".

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this item is incorporated by reference to the item
in the Registrant's Definitive Proxy Statement for the November 13, 1998, Annual
Meeting of  Shareholders  entitled  "Voting  Securities  and  Principal  Holders
Thereof" and "Executive Compensation".

PART IV

ITEM 13:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSB

1. Financial  Statements,  incorporated by reference to the Registrant's  Annual
Report to Shareholders for each of the two years ended June 30, 1997 and 1998:

Report of Independent Certified Public Accountants
Balance Sheet
Statements of Earnings
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements

2.  Exhibits:

Exhibit
(3) Articles of Incorporation and Bylaws:

(3)(I)  Articles  of  Incorporation  filed  as an  exhibit  to the  registrant's
Registration  Statement  on Form 10-K on  September  28,  1982 and  incorporated
herein by  reference. 
(3)(ii) Restated Bylaws filed as an exhibit with the registrant's  Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1993.
(10) Material Contracts:
(10.1)  Consulting  Agreement with Sosimo  Padilla,  dated December 18, 1992, as
filed with the  registrant's  Annual  Report on Form  10-KSB for the fiscal year
ended June 30, 1993, and  incorporated  herein by reference. 
(10.2)  Consulting  Agreement with  Polecarpio  (Lee) Anaya,  dated December 18,
1992, as filed with the registrant's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1993, and incorporated herein by reference.
(10.3) Employment Agreement with Barbara Page, dated December 18, 1992, as filed
with the  registrant's  Annual  Report on Form  10-KSB for the fiscal year ended
June 30, 1993, and incorporated herein by reference.
(10.4)Lease  Agreement dated April 25, 1994, between Central Avenue Partners and
Walgreen  Co., as filed with the  registrant's  Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1998, and incorporated herein by reference.
(10.5) Assignment of Lease dated April 20, 1995, from Central Avenue Partners to
the Registrant, as filed with the' registrant's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1995, and incorporated herein by reference.
(10.6)  Lease  Agreement  dated March 14, 1995,  between  George  Brunacini  and
Jeannette   Brunacini  and  Circuit  City  Stores,   Inc.,  as  filed  with  the
registrant's  Annual  Report on Form  10-KSB for the fiscal  year ended June 30,
1995, and incorporated herein by reference.
(10.7)  Assignment  of Lease  dated June 28,  1995,  from George  Brunacini  and
Jeannette  Brunacini to the Registrant,  as filed with the  registrant's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1995, and  incorporated
herein by reference.
(10.8) Lease  Agreement  dated March 19, 1996,  between C.A.P.  II, a New Mexico
general  partnership,  and Walgreen Co., as filed with the  registrant's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1996, and  incorporated
herein by reference.
(10.9)  Assignment  of Lease dated June 21, 1996,  from C.A.P.  II, a New Mexico
general  partnership,  to the Registrant,  as filed with the registrant's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1996, and  incorporated
herein by reference.

Statement  regarding  computation  of per  share  earnings  is  incorporated  by
reference  to Note  A(8) to the  Financial  Statements  incorporated  herein  by
reference to  Registrant's  Annual  Report to  Shareholders  for the Fiscal year
ended June 30, 1998.

Annual Report to Shareholders for the Fiscal year ended June 30, 1998.

Subsidiaries of the Registrant The registrant has the following subsidiaries:
       Name                             State of Incorporation
       ----                             ----------------------
El Campo Santo, Inc                     New Mexico - non-profit
Westland Community Services, Inc        New Mexico - non-profit

All other exhibits  required by Item 601 of Regulation S-B are  inapplicable  to
this Registrant in this filing.

(b)  Reports on Form 8-K:

During the last  quarter of the period  covered by this report,  the  Registrant
filed no reports on Form 8-K:

SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

WESTLAND DEVELOPMENT CO., INC.


By Barbara Page
   ------------
Barbara Page,  President,  Principal Executive Officer,  Chief Financial Officer
and Director

Date:  September 25, 1998

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons in behalf of the  registrant and in the capacities and on the
dates indicated.


By David C. Armijo
   ---------------
David C. Armijo, Secretary-Treasurer  and Principal Financial Officer

Date:  September 25, 1998

In  accordance  with the Exchange  Act, this report has been signed below by the
following persons in behalf of the registrant and in capacities and on the dates
indicated.



By David C. Armijo
   ---------------
David C. Armijo, Director

Date: September  25, 1998



By Polecarpio (Lee) Anaya
   ----------------------
Polecarpio (Lee) Anaya, Director

Date:  September  25, 1998


By Sosimo S. Padilla
   -----------------
Sosimo S. Padilla, Chairman of the Board of Directors

 Date:  September 25, 1998


By Josie G. Castillo
   -----------------
Josie G. Castillo, Director

Date:  September 25, 1998


By Carmel T. Chavez
   ----------------
Carmel T. Chavez, Director

Date:  September  25, 1998


By Joe S. Chavez
   -------------
Joe S. Chavez, Director

Date:  September 25, 1998


By Charles V. Pena
   ---------------
Charles V. Pena, Director

Date:  September 25, 1998


By Carlos Saavedra
   ---------------
Carlos Saavedra, Director

Date:  September 25, 1998


By Barbara Page
   ------------
Barbara Page, Director

Date:  September 25, 1998