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

For the fiscal year ended June 30, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

Commission File Number: 0-7775

                         WESTLAND DEVELOPMENT CO., INC.
              (Exact name of Westland 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)

Westland'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  Westland  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  Westland'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: $14,019,994

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  30, 2004,  there were 701,830 No Par Value Common shares and
32,217 Class B shares owned by  non-affiliates.  The last sale of the  Company's
stock  prior to  September  30,  2004 was at a price of $20 per share.  Thus the
aggregate  market  value  of  the  voting  stock  held  by  non-affiliates   was
$14,680,940.

The number of shares  outstanding of each of Westland's classes of common stock,
as of September 30, 2004,  was: No Par Value  Common:  709,830  shares;  Class B
$1.00 Par Value: 85,100 shares.

<PAGE>

                                             INCOPORATION BY REFERENCE

The following documents are incorporated by reference into this Form 10-KSB.

1.   Proxy statement and Proxy for Annual Meeting of  Shareholders  for the year
     ended June 30, 2004

2.   Annual Report to shareholders for the year ended June 30, 2004.

Westland  Development Co., Inc. is subject to the reporting  requirements of the
Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and in
accordance therewith files reports,  proxy statements and other information with
the SEC. Such reports,  proxy statements and other  information may be inspected
and copied at the public reference facilities of the SEC at Judiciary Plaza, 450
Fifth Street,  N.W.,  Washington  D.C. 20549 and copies of such materials can be
obtained from the Public Reference Section of the SEC at its principal office in
Washington,  D.C.,  at  prescribed  rates.  In addition,  such  materials may be
accessed  electronically at the Commission's site on the World Wide Web, located
at http://www.sec.gov.

Westland will furnish its shareholders  with annual reports  containing  audited
financial  statements and such other periodic  reports as we may determine to be
appropriate or as may be required by law.

<PAGE>
                                     PART I

ITEM 1:  DESCRIPTION OF BUSINESS

Westland   Development   Co.,   Inc.,  a  New  Mexico   for-profit   corporation
("Westland"),  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 Westland'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 Westland's  Common  Stock.  Westland's  executive  offices are
located in its own building at 401 Coors Boulevard, NW, Albuquerque, New Mexico,
87121,  telephone  (505)  831-9600,  on land  which was  originally  part of the
Atrisco Land Grant.

Westland's General Businesses.

Westland  derives  revenues  through  commercial  and land leases,  partnerships
formed for various development projects, developed lot sales to homebuilders and
bulk land sales to other land developers.

A.  Lands held for Investment.

Westland is the owner of approximately  57,000 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.

B.  Land Development and Sale.

Over the past 20 years,  Westland developed six master plans and sold all of the
acreage  included in them.  Those master plans 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 to the  introduction  of the
Petroglyph National Monument, have now been substantially developed and sold.

In 1998 the City of  Albuquerque  and the  County of  Bernalillo  finalized  the
approval of a 6,400 acre  master  plan.  For  Westland  to begin  developing  or
selling  land  within  this  planned  area  (Master  Plan),  the City  must make
available  the required  utilities.  In November  1998  Westland and the City of
Albuquerque  executed a Pre-Annexation  Agreement.  In 2000, the City annexed an
initial  1,665  acres  per  the  terms  of  the  Pre-Annexation  Agreement.  The
Pre-Annexation  Agreement requires that Westland construct at its own cost sewer
and water  utilities  for the initial  1,665 acres  within the Master Plan area.
Westland will recover these construction  expenditures through Utility Expansion
Charges (UEC's) as lots are built out.  Westland has segregated the lands within
the master plan area for development.

Westland signed a contract for the construction of a pump station, a 4.3 million
gallon   reservoir  and  36-inch   transmission   line  for  the  water  system.
Construction  commenced in May 2003 and was completed in early July of 2004 at a
cost of  approximately  $7,000,000.  Westland is in the process of conveying the
system to the City of  Albuquerque.  These  construction  costs  incurred by the
Company will be recovered  through utility expansion charges charged to each lot
when connected to a City water meter.

An  estimated  $30,000,000  to  $35,000,000  will also be  financed  or borne by
Westland for additional  off-site and on-site water and sewer  distribution  and
collection lines,  drainage  facilities,  and roads within the Master Plan Area.
These  additional  costs will occur in phases  spread  over a number of years as
subdivisions are planned and constructed. The Company has secured a construction
credit  arrangement of approximately  $9,350,000  designated to pay a portion of
construction   cost  of  the  water   system  and  the  initial   infrastructure
improvements  within  the  Master  Plan  Area.   Remaining  funding  will  occur
predominantly through the sale of the lots as the subdivisions are developed.

At this time Westland has started  construction on the first two subdivisions in
the Master Plan Area, named Sundoro  (approximately  58 acres) and Sundoro South
(approximately 34 acres) to be available for sale at approximately the time that
the water  infrastructure  is brought  online  which is expected to occur during
second  quarter of fiscal  2005.  The  Company  is  currently  in the  planning,
approval and design phase of a third  subdivision  in the Master Plan area which
will be know as The  Watershed.  It will  contain  139 upper end  single  family
residential lots.

Additional  costs of  development of the properties for sale, to the extent that
Westland  develops the  properties,  will be borne by Westland for on site water
and sewer  distribution and collection  lines,  drainage  facilities,  and roads
within the  annexed  area with no  reimbursement  for the  development  of lots.
Depending  upon the growth of  development  in this  area,  it may take 10 to 15
years for Westland to build out the annexed area.

Albuquerque is considering  adoption of impact fees for payment of certain other
costs associated with development of the area that may, if adopted, increase the
cost of developing land on Albuquerque's  West Side,  which includes  Westland's
lands.

Management remains committed to the construction of residential,  industrial and
commercial  developments  for  lease  or sale.  Westland's  long  term  business
philosophy  is to create  revenues by  enhancing  the value of  Westland's  land
through careful planning and development,  while retaining  ownership of a major
portion of the land in perpetuity and to provide dividends for its shareholders,
when  consistent with Westland's need for a sufficient cash flow to meet current
and near term operating expenses.

 C. Grazing and Oil and Gas Leases.

Approximately  50,000  acres are  leased to  non-affiliated  people  for  cattle
grazing.  Because of the extreme  drought in the area since 1998,  Westland  has
granted rent  abatements  to the tenants in each of the last three fiscal years.
In 2003 Westland  entered into a five-year  lease at $.40 per acre per year with
the heirs of the prior tenant.

Westland has entered into two oil and gas leases on portions of its  properties.
Management  is not  aware  of any  drilling  or  other  activities  having  been
conducted on any of the leased property during the last two fiscal years.

D. Other Projects.

1.   Volcano  Business  Park  consists  of  approximately  22  acres  zoned  for
     industrial  park  uses,  which were  platted  and  developed  into 14 lots.
     Westland,  through  a  partnership  arrangement,  owned  50% of a  172-unit
     self-storage  facility on approximately 1.7 acres of this property.  During
     fiscal 2000, the facility was expanded to provide outdoor storage for motor
     vehicles and boats. During fiscal 2003 the facility was sold.

2.   In Phases 1 and 2 of the Painted Sky Subdivision,  105  single-family  lots
     were planned, constructed and completed during fiscal 2001 and fiscal 2002.
     Construction  of  Painted  Sky  Subdivision  Units 3 and 4,  containing  98
     single-family  residential  lots,  was  completed  during fiscal year 2003.
     Construction  of Units 5 and 6,  the  remaining  two  units  containing  an
     additional 78 single family  residential lots, also commenced during fiscal
     year 2003 and was completed and sold during the 2004 fiscal year.

3.   Westland is also developing three other residential subdivisions in an area
     west of Unser Blvd. and north of I-40, east of the Master Plan area. Tierra
     Oeste Unit 3,  containing 64 lots,  was completed  during fiscal year 2003.
     The Crossing Unit 1,  containing 72 lots, was completed  during fiscal year
     2003. Construction of Unit 2 was completed during the fiscal year 2004. The
     Crossing Unit 3 is nearing  completion.  Sales of unsold lots will continue
     during fiscal year 2005.

4.   Construction of the Cielo Oeste  Subdivision,  consisting of 75 residential
     lots, was completed  during the fiscal year 2004. Sales of unsold lots will
     continue during the fiscal year 2005.

5.   During fiscal year 2001,  Bernalillo  County completed  construction of the
     connection  of Dennis Chavez (Rio Bravo Blvd.) from Coors S.W. to Paseo del
     Volcan  S.W.  During  fiscal  year  2003 the City  approved  annexation  of
     approximately  68 acres of  residential  acreage and 20 acres of commercial
     acreage  owned by Westland,  located  north of Dennis  Chavez and adjoining
     118th St. The 68 residential acres were sold during fiscal year 2004.

6.   Westland  previously  reported that in 1994 it entered into a  lease/option
     arrangement  related to  approximately  100 acres located one mile north of
     I-40 on Paseo del Volcan (Campos De Suenos Park).  Westland took possession
     and  ownership  of the facility in 1997 as a result of default in the terms
     of the  lease/option.  The Park contains a fully  developed  recreation and
     softball complex. Westland has entered into a one year renewable lease with
     an unrelated third party for an annual rental of $25,000.

7.   During fiscal year 2004 Westland  entered into an option agreement with the
     Albuquerque  Public  Schools  for the sale of 75 acres of land  located  on
     Paseo del Volcan north of I-40 for a possible future high school site.

8.   During  fiscal year 2004  Westland  also entered into a purchase  agreement
     with  the  Albuquerque  Public  Schools  for the  sale of 52  acres of land
     located on Dennis Chavez west of Coors Blvd. for a future high school site.

9.   During fiscal year 2004,  Westland  agreed to  contribute  land to Westside
     Economic  Development,  LLC, a New Mexico Limited Liability Company engaged
     in  developing  an  industrial  park west of Paseo del  Volcan and north of
     I-40. The first project to be built in the industrial park will be a Tempur
     Production USA, Inc. bedding and related items manufacturing plant.

     To facilitate the location of Tempur  Production  USA, Inc. to Albuquerque,
     New Mexico and to the industrial park,  Westland agreed to donate ten acres
     of land,  a water well,  Westland's  interest in a sewer line,  twenty acre
     feet of water and certain  easements  to the County of  Bernalillo  and the
     City of Albuquerque.  Another owner donated approximately 40 acres, and the
     50 acre parcel is being developed to meet the  manufacturer's  needs. It is
     expected  that  the  County  and the City  will  provide  and  subsequently
     maintain water,  sewer and roadways for the Tempur plant and the industrial
     park by the summer of 2005.

10.  The  expected  opening of the Eclipse  plant at Double  Eagle II  Municipal
     Airport  to the north of  Westland's  land on Paseo del  Volcan may have an
     impact on the use of and  planning for  Westland's  land in the vicinity of
     the airport. Management believes the construction of the Eclipse factory at
     Double  Eagle  II  Airport  and  the   construction  of  the  proposed  new
     manufacturing  plant in the same area,  will favorably  impact the value of
     Westland's lands. However, some City Council members are insisting that the
     size of the  connecting  water line be so small as to  prohibit  tie-ins by
     other users, including Westland.

11.  Westland has a continuing  corporate  program of donating land or otherwise
     assisting in projects that Management  believes have a long term beneficial
     effect to the  development and furtherance of the educational and health of
     the community  and  citizens.  In the past it has donated lands for various
     purposes and continues to receive requests, which it has evaluated.  During
     the past year, it donated 10 acres to a manufacturing  company to assist it
     in locating its business to  Albuquerque  (#9 above).  Also,  during fiscal
     year 2004  Westland  agreed to  donate 10 acres to the  Albuquerque  Public
     Schools  located  on Dennis  Chavez  west of Coors for a future  elementary
     school site.
<PAGE>

E. Reinvestment Properties

As part of Westland's plans to defer the tax burden arising from the sale of its
lands to the National Park Service under threat of condemnation for inclusion in
the  Petroglyph  National  Monument,  it  reinvested  the sale  proceeds  in the
properties  discussed  below and two vacant land  parcels.  As a result of these
purchases,  Westland has  deferred  payment of taxes on the sales of land to the
National Park Service. Westland will continue to reinvestment monies received as
the result of  governmental  condemnations  so long as tax deferment  provisions
exist within the tax code.

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,  $1,612,067  of which is subject to a Mortgage  upon
     which Westland must pay monthly payments of $17,970. This building has been
     leased to  Walgreen  Company  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,  $645,361 of which is subject to a Mortgage upon which Westland
     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 $10,410 per month.  Although  Circuit City continues to pay
     rent for the building, it currently is subleasing the building.

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 $2,454,089 requiring
     payments of $24,682  per month.  The  building  has been leased to Walgreen
     Company 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  Company may  continue the term of the lease for an
     additional 40 years.

d)   A commercial  building located at the SE corner of Eubank and Spain,  N.E.,
     at a cost of  approximately  $1,331,000,  which is subject to a mortgage of
     $838,715  requiring  payments of $9,079 per month.  The  building  has been
     leased to Marie Callender Pie Shops,  Inc., on a minimum 10-year lease at a
     fixed rent of $11,000, plus a Percentage Rent in the amount of 6% of Annual
     Gross  Sales in excess of  $132,000.  The tenant has the right to renew the
     lease for as many as three  5-year  terms.  Although  Marie  Callender  Pie
     Shops,  Inc.,  continues  to pay rent for the  building,  it  currently  is
     subleasing the building.

e)   A commercial  building located in El Paso, Texas at a cost of approximately
     $3,907,000, which is subject to a mortgage of $2,931,275 requiring payments
     of $25,403  per month.  The  building  is leased to  Walgreen  Company on a
     minimum  20-year  lease  at a  fixed  rent of  $28,167  per  month,  plus a
     percentage of gross sales with a maximum annual rent of $676,000.

f)   An  office  building  located  in  Albuquerque,  New  Mexico  at a cost  of
     approximately  $1,662,000 was acquired in June 2004. The purchase price was
     paid in cash from Westland's cash reserves.  The property was  subsequently
     mortgaged to a conventional  lender in September 2003,  thereby  recovering
     Westland's cash outlay. The property is subject to a mortgage of $1,250,000
     requiring payments of $5,243 per month.

<PAGE>

Current Real Estate Market Conditions

The market  conditions for the development and sale of properties in Albuquerque
appear  to be  stable  for the near  term.  Westland  has been  able to sell the
residential  properties it has  developed.  Demand  appears to be continuing for
lots in the areas being  developed by Westland,  and  Management is hopeful that
sales will  increase next year if mortgage  interest  rates remain at relatively
low rates.  Management  believes that for the foreseeable  future,  residential,
commercial and industrial  construction  will continue at a moderate pace in the
Albuquerque real estate market.

Competition

Westland's  industrial  parks - Volcano  Business Park and the industrial  lands
within the planned area now compete,  and will  continue to 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.

Residential  subdivisions  on  Westland'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
west  side of the City of  Albuquerque.  A number of large  subdivisions  to the
north of Westland's land are nearly fully sold.  Growth continues in other large
subdivisions  located about five to six miles north of Westland's  lands as well
as properties owned by others located on Albuquerque's Southwest Mesa.

The implementation of certain mandated impact fees being proposed by the City of
Albuquerque may have an adverse effect on Westland's ability to sell property in
competition  with  developers of land located in neighboring  counties and other
parts of Albuquerque,  New Mexico where such impact fees are not assessed.  (See
"Governmental Regulations".)

Employees

As of  September  30,  2004,  Westland had eight  full-time  and four  part-time
employees.  Westland's  president,  who is  also  a  director,  is a  full  time
employee. Georgia Baca, who is a part-time employee is also a director. Westland
also  has  contractual  relationships  with a  person  who is an  officer  and a
director,  who  provides  various  services to Westland  outside his duties as a
director or officer.  Westland had a similar  contract with another  officer and
director who resigned at the end of December 2003.

Government Regulations

Westland's ability to undertake an active program of development of its land and
management of its rental  properties  (whether such  development is performed by
Westland  itself or by sale of  Westland's  land to others for  development)  is
dependent on Westland's ability to comply with laws and regulations of the State
of New Mexico,  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.

During  fiscal  year  2003 the City of  Albuquerque  adopted  a  Planned  Growth
Strategy,  which may have a major  negative  impact  on  Westland's  ability  to
develop its annexed  lands within the City of  Albuquerque  for the  foreseeable
future.

<PAGE>

Although  compliance with federal,  state, and local provisions  relating to the
protection  of the  environment,  including  laws  regulating  subdivisions  and
land-use  planning and endangered  species,  has in recent years had no material
effect upon the  capital  expenditures,  earnings  and  competitive  position of
Westland, no assurance can be given that this situation will continue.  Requests
relating  to  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.

In the past at  Westland's  request,  the City of  Albuquerque  created  Special
Assessment  Districts  affecting the Atrisco Urban Center and El Rancho  Atrisco
areas for the financing of water, sewer,  paving and other street  improvements,
and levied assessment liens on them. This mechanism may provide a way to finance
the  improvements,  and  SAD's  may  be  available  for  future  development  of
Westland's property.  Recently enacted legislation now permits the use of Public
Improvement  District  bonds  (PID's)  for this  purpose  and  this  form of tax
assessment  financing may be available to Westland.  Management  is  researching
this issue and no decision has been made at the time of this report.

A mandate by the State Legislature for  implementation of Impact Fees may result
in  Westland'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 on
January  1, 1996.  If  Albuquerque  establishes  substantial  fees as  currently
proposed by the City Council  they could have a negative  effect on the sales of
annexed lands.

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  Westland's
water rights has not been determined, however, Westland retained the services of
two water  specialists to investigate the existence of any Westland water rights
and to otherwise  consult with  Westland on matters  involving  availability  of
water. As a result of these  services,  Westland has declared its ownership of a
certain amount of water rights but the claimed rights have not been  adjudicated
to fully determine their validity. However, lack of ownership of water rights by
Westland would not be an inhibiting factor to the development of Westland's land
if  adequate  water  were  to  be  made  available  through  the  newly  created
City-County Water Utility Authority and/or other water sources or by purchase by
Westland or by a developer  that might  purchase and develop land.  For example,
Tierra West Mobile Home Park was created on land sold by Westland near Nine Mile
Hill and the  recreation  complex  leased or purchased  water rights and drilled
wells to meet their water needs.

Past annexation policies of the City of Albuquerque,  required annexation to the
City before it would  extend  water and sewer  services.  The City and  Westland
reached  the  agreement  discussed  above  relating  to  provisions  for utility
services to a portion of the Master Plan lands annexed by the City.

Since then, the State  Legislature  created a City/County  Water Authority which
now regulates water and sewer extensions. Annexation is no longer mandated prior
to  receiving  utility  services,  however,  as in the  past,  the cost of water
distribution  and sewer lines must be borne by the  developer,  or by subsequent
purchasers of the land.

Most of  Westland's  land  lies  outside  the  municipal  limits  of the City of
Albuquerque and is not furnished with municipal services.  Westland  experienced
little difficulty in having its previous  developments  furnished with services,
but the same  cannot be assumed for other  areas of  Westland's  land and future
developments.

Other Factors Affecting Development of Westland's Land

Various activist groups, as well as neighborhood organizations occasionally take
actions  that  might have some  impact  upon or delay  Westland's  plans for the
development of some of its lands. Management is not aware of any person or group
who have expressed opposition to Westland's current operating plans.

<PAGE>

ITEM 2:  DESCRIPTION OF PROPERTIES

The major physical assets owned by Westland are its land,  which is owned in fee
simple.  The  land  is  mostly  comprised  of  approximately   57,000  acres  of
undeveloped land held for grazing leases and long-term investment. Approximately
6,400 acres are located in Westland's Master Plan area, of which 1665 acres have
been annexed into the City of Albuquerque and another 900 acre tract, called the
Atrisco Terrace, was condemned by the City of Albuquerque for open space.

Westland  also  owns  the  Atrisco  Urban  Center  office  building,  comprising
approximately  11,097 square feet, 4,166 of which is leased to a Bank, while the
remainder  is used by  Westland  for its  executive  offices.  This  building is
collateral  for a $712,500 bank line of credit  obtained in July 2002.  Westland
also owns six  commercial  buildings  that are leased to  others.  (See "Item 1.
Business - Reinvestment Properties.")

Interstate Highway I-40, the main east-west highway through Albuquerque, crosses
Westland's land. Access to Westland's land from Interstate 40 is provided by the
Coors  Boulevard  interchange  near the eastern edge of Westland'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 traverses about
4 1/2 miles of Westland's land before connecting to the Double Eagle II Airport.
Bernalillo County has extended Paseo del Volcan south of the I-40 interchange to
the point at which it  intersects  Dennis  Chavez Blvd.  (formerly Rio Bravo) to
form an inner loop for the City's southwest quadrant.

Westland 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
1-25, through New Mexico State Highway 44, and will cross the western portion of
Westland's land lying within the Rio Puerco Valley. In 1995 Westland donated 169
acres for development of the Northwest Loop. Completion of the Northwest Loop is
not expected for about 15 years.

Most of Westland's  land is remote and not readily  accessible,  not serviced by
utilities,  and  Management  believes  that  the  bulk of its  land  will not be
available for  development  in the  foreseeable  future.  A large portion of the
undeveloped land is leased for agricultural uses. (See "Item 1. Business."). The
bulk of  Westland's  undeveloped  land  is held  for  grazing  leases  long-term
investment.

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

ITEM 3:  LEGAL PROCEEDINGS

Other than  ordinary  routine  litigation  incidental  to  Westland's  business,
neither  Westland 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, 2004.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Information  required by this item is  incorporated  by reference to the item in
Westland's  Annual  Report to  Shareholders  for the year  ended  June 30,  2004
entitled  "Market Price and  Dividends on  Westland's  Common Equity and Related
Stockholder Matters."

<PAGE>

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The  information  required by this item is incorporated by reference to the item
in Westland's  Annual Report to Shareholders  for the fiscal year ended June 30,
2004 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 Westland's Annual Report to Shareholders for the fiscal
year ended June 30, 2004 which is attached as Exhibit 13 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(b) of Regulation S-B at any time during Westland's two (2)
most recent fiscal years.

ITEM 8A: CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that
the information the Company must disclose in its filings with the Securities and
Exchange Commission is recorded, processed,  summarized and reported on a timely
basis. The Company's principal executive officer who is also the chief financial
and  accounting  officer has reviewed and  evaluated  the  Company's  disclosure
controls and  procedures as defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act") as of the end
of the period  covered by this report  (the  "Evaluation  Date").  Based on such
evaluation,  such officer has concluded  that, as of the  Evaluation  Date,  the
Company's  disclosure controls and procedures are effective in bringing to their
attention  on a  timely  basis  material  information  relating  to the  Company
required to be included in the  Company's  periodic  filings  under the Exchange
Act.  There have not  been any changes in the  Company's  internal  control over
financial  reporting (as defined in Exchange Act Rules  13a-15(f) and 15d-15(f))
that  occurred  during  the  Company's  most  recent  fiscal  quarter  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.

                                    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  Westland's  Definitive  Proxy  Statement  for the November 19, 2004,  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  Westland's  Definitive  Proxy  Statement  for the November 19, 2004,  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  Westland's  Definitive  Proxy  Statement  for the November 19, 2004,  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  Westland's  Definitive  Proxy  Statement  for the November 19, 2004,  Annual
Meeting of  Shareholders  entitled  "Voting  Securities  and  Principal  Holders
Thereof" and "Executive Compensation".

ITEM 13:  EXHIBITS AND REPORTS ON FORM 8-K.

 (a)  Exhibits

     3(1). Articles of Incorporation and Bylaws:

     3.1  Articles  of   Incorporation   filed  as  an  exhibit  to   Westland's
          Registration  Statement  on  Form  10-K  on  September  28,  1982  and
          incorporated herein by reference.

     3.2  Restated Bylaws filed as an exhibit with  Westland'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  Westland'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  Westland'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  Westland'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 Westland'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 Westland,  as filed with Westland'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 Westland'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 Westland,  as filed with  Westland'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
               Westland'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 Westland, as filed with Westland's
               Annual  Report on Form  10-KSB for the fiscal year ended June 30,
               1996, and incorporated herein by reference.

         10.10 Lease  Agreement  dated June 29, 1999,  between  Marie  Callender
               Restaurant and Pie Shop, a California corporation,  as filed with
               Westland's Annual Report on Form 10-KSB for the fiscal year ended
               June 30, 1999, and incorporated herein by reference.

         10.11 Lease  Agreement  dated April 21, 1999 between  C.A.P.  II, a New
               Mexico  general  partnership  and  Walgreen,   Co.,  an  Illinois
               corporation as filed with Westland's Annual Report on Form 10-KSB
               for the fiscal year ended June 30, 2001, and incorporated  herein
               by reference.

         10.12 Amended Consulting Agreement with Sosimo Padilla,  dated February
               24, 2004.

         10.13 Amended  Employment  Agreement  with Barbara Page dated  February
               24, 2004.

         10.14 Employment Agreement with Linda Blair dated March 3, 2004.

         10.15 Employment Agreement with Leroy Chavez dated March 9, 2004.

         10.16 Employment Agreement with Brent Lesley dated March, 8, 2004.

         10.17 Employment Agreement with Fred Ambrogi dated June 10, 2003.

     13   Westland's 2004 Annual Report to Shareholders.

     31   Certification  Of Chief  Executive And Financial  Officer  Required By
          Rule 13a-14(A)/15d-14(A)

     32   Principal executive and financial  officer  certification  pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

Computation of Per Share Earnings:

Statement  regarding  computation  of per  share  earnings  is  incorporated  by
reference  to Note  A(9) to the  Financial  Statements  incorporated  herein  by
reference to Westland's  Annual Report to Shareholders for the Fiscal year ended
June 30, 2004.

Subsidiaries of Westland:

Westland has the following subsidiaries:

         Name                                           State of Incorporation

     ECS, 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 filing.

(b) Reports on Form 8-K:

No reports on Form 8-K  during  the last  quarter of the period  covered by this
Report.


ITEM 14: PRINCIPAL ACCOUNTANTS FEES AND SERVICES

AuditFees:  The  aggregate  amount of fees billed in each of the last two fiscal
     years  for  professional  services  rendered  by Grant  Thornton  LLP,  the
     Company's  principal  accountants,   for  the  Company's  annual  financial
     statements  and review of financial  statements  included in the  Company's
     Form 10-QSB or services that are normally provided by Grant Thornton LLP in
     connection with statutory and regulatory filings or engagements was $41,275
     in fiscal 2003 and $41,150 in fiscal 2004.

AuditRelated Fees:  The aggregate  amount of fees billed in each of the last two
     fiscal years for assurance and related  services by Grant Thornton LLP that
     are  reasonably  related to the  performance  of the audit or review of the
     Company's  financial  statements and are not reported under Item 9(e)(1) of
     Schedule 14A was $0 in fiscal 2003 and $0 in fiscal 2004.

Tax  Fees:  The  aggregate  amount of fees billed in each of the last two fiscal
     years for  professional  services  rendered by Grant  Thornton  LLP for tax
     compliance,  tax advice,  and tax  planning  was $21,650 in fiscal 2003 and
     $18,775 in fiscal 2004.

     The  services  comprising  the fees  consisted of tax  preparation  and tax
     advisory services.

All  Other  Fees:  The  aggregate  amount of fees billed in each of the last two
     fiscal  years for products and  services  provided by Grant  Thornton  LLP,
     other than services  reported in Item 9(e)(1)  through  9(e)(3) of Schedule
     14A,was $7,586 in fiscal 2003 and $8,986 in fiscal 2004.

     The products  and  services  comprising  the fees  consisted of  accounting
     research and consultation advisory services.

Pre-Approval Policies    The Company does not have an audit committee.  In audit
and Procedures           matters,   the   Company  acts  through  its  board  of
                         directors.  The  Pre-Approval  Policies  and Procedures
                         followed by the Board of Directors include a  review of
                         the timeliness and quality of  past  services and bills
                         as well as a review of the cost  for  similar  services
                         provided   by   qualified   audit  and  tax   firms  in
                         Albuquerque, New Mexico  with a view to determining the
                         fairness of the services rendered and  the  fees billed
                         by Grant Thornton LLP.  The Board of Directors approves
                         and executes an engagement letter  with Gran   Thornton
                         LLP, prior to the commencement  of  any  services being
                         performed.

% of Grant Thornton      The percentage of hours  expended on  Grant  Thornton's
contribution:            engagement to audit the Company's financial  statements
                         for the most recent fiscal year that were attributed to
                         work  performed by persons other than Grant  Thornton's
                         full-time, permanent employees was 0%.

<PAGE>


                                   SIGNATURES

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


                         WESTLAND DEVELOPMENT CO., INC.


By    ________________________________________________  Date: September 28, 2004
      BARBARA PAGE, President, Chief Executive Officer,
      Chief Financial Officer and Director


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


By     __________________________________   Date: September 28, 2004
       SOSIMO  S. PADILLA, Director and Chairman of the Board


By     __________________________________   Date: September 28, 2004
       JOE S. CHAVEZ,  Secretary-Treasurer and Director


By     __________________________________   Date: September 28, 2004
       GEORGIA  BACA, Director


By     __________________________________   Date: September 28, 2004
       TROY K.BENEVIDEZ, Director


By     __________________________________    Date: September 28, 2004
       JOSIE CASTILLO,  Director


By     __________________________________   Date: September 28, 2004
       RAY MARES, JR., Director


By     __________________________________   Date: September 28, 2004
       CHARLES V. PENA, Director


By     __________________________________   Date: September 28, 2004
       RANDOLPH M. SANCHEZ , Director