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, 1999

[ ] 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 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. [ ]

State issuer's revenues for its most recent fiscal year: $5,517,570.

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 15, 1999,  there were 706,814 No Par Value Common shares and 55,400
Class B shares owned by non-affiliates. The stock was sold on September 15, 1999
for $18 per share.  Thus the aggregate  market value of the voting stock held by
non-affiliates was $13,275,252.

The number of shares  outstanding of each of Westland's classes of common stock,
as of September 15, 1999, was:

        No Par Value Common:           716,608 shares.
        Class B $1.00 Par Value:        86,100 shares.

DOCUMENTS  INCORPORATED BY REFERENCE:

1) Proxy  statement and Proxy for Annual  Meeting of  Shareholders  for the year
ended June 30, 1999.
2) Annual Report to shareholders for the year ended June 30, 1999.



PART I

ITEM 1:  DESCRIPTION OF BUSINESS

General Development 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.

The  Westland'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.

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

In 1998 the City of  Albuquerque  and the  County of  Bernalillo  finalized  the
approval  of a 6,400 acre  master  plan for  development  of the 6,400  acres of
Westland's  land.  For Westland to begin  developing or selling land within this
planned area,  Albuquerque must make available the required utilities.  The City
and Westland  have reached an  pre-annexation  agreement  through which the City
will annex the initial  1,732 acres and  Westland is to furnish  sewer and water
utilities  to the initial  1,732  acres . The lands  within the master plan area
have been segregated by Westland for development.

As previously stated, for Westland to be able to develop the Master Plan area it
must make  provision  for utilities  that do not  presently  exist on any of the
Master Planned lands.  Westland has agreed that it will bear the initial cost of
the  water  and  sewer  extension  to the  initial  1,732  acres,  which are now
estimated to be as much as $10,000,000. When completed, Westland will convey the
utilities to the City. Although Westland must advance the cost of the utilities,
it will recover those costs through a "hook-up" fee that will be charged to each
lot sold in the annexed area.  Depending  upon the growth of development in this
area, it may take 15 or more years for Westland to recover these costs.

Westland is currently  soliciting  financing for the construction of the initial
phase of the Master Plan  infrastructure.  Although no commitments have yet been
received,  Management  believes that Westland will obtain the required financing
and begin construction of improvements within the next fiscal year.

Management is less optimistic  about  partnerships  because of the Company's bad
experience with those  partnerships  that it has joined over the last few years,
but continues to believe joint ventures,  land  developments,  ground leases and
limited partnerships may be to Westland's benefit.  For that reason,  Management
will  continue  to  review  proposals  submitted  by  prospective  partners  and
participants.  Management remains committed,  if and when warranted by available
capital and  existing  conditions,  to begin the  construction  of  residential,
industrial and commercial  developments for lease or sale.  Westland's long term
business  philosophy is to enhance the value of Westland'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 Westland's stock
and to provide dividends for its  shareholders,  when consistent with Westland's
need for a sufficient cash flow to meet current operating expenses.

Narrative Description of Business.

Over the past 20 years,  Westland developed six master plans for the development
of certain of its properties and through implementation of those plans, sold all
of the acreage  included in those.  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 the  introduction  of the
Petroglyph National Monument, have now been substantially developed and sold. As
discussed above, the new Master Plan encompasses approximately 6,400 acres in an
area located north of I-40, between Unser and Paseo del Volcan.  Initial utility
development  of Phase I of the  Master  Planned  area  should  begin in the next
fiscal year, depending upon available funding.

Oil and Gas and Grazing Leases.

Approximately 57,000 acres of Westland's land is not planned for development and
55,139 acres are leased to non-affiliated  people for cattle grazing. The leases
provided rental income of approximately  $22,000 in fiscal 1999. During the year
Westland  allowed  certain  rent  abatements  because of the  temporary  limited
productive capacity of the land.

There was no oil or gas activity on the  property  during the year and no oil or
gas leases currently exist on any part of the property.

Westland  also owns and leases  certain  commercial  buildings  at an  aggregate
annual rental of $790,000 (See "Revenue Producing Properties).

Development Properties.

As of June 30,  1999,  Westland  continued  to own  approximately  175  acres of
developed and unsold land. The effort of Westland and its staff is being devoted
to the  implementation  of the new Master Plan at the earliest  possible date. A
summary of Westland Master Plan is as follows:

Westland Master Plan.

Westland's  new Master Plan covers  approximately  6,400 acres  located north of
Interstate  40 and  south of the area  designated  for the  Petroglyph  National
Monument,  west of Unser  Boulevard.  Westland and the City of Albuquerque  have
agreed on the conditions through which the City will annex the first 1,700 acres
in the Master  Plan area and  Westland  will begin  introducing  water and sewer
utilities to the portions of land that will be initially developed. As discussed
above,  Westland has agreed to pay the cost of water and sewer  utilities to the
land with its costs being  recovered  over time through  hook-up fees.  Westland
anticipates  paying the costs  incurred  to furnish  these  utilities  through a
combination  of borrowing  and use of portions of its income.  In addition,  any
water rights now owned or  subsequently  acquired by Westland 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  no  insurmountable  obstacles  remaining,
including acquiring the necessary  financing,  to begin of the implementation of
the Master Plan.  Management expects that the first sale of lands master planned
area will occur in the next one or two fiscal years, barring unforeseen delays.

Other Projects.

1.  Assisted Living Development

As previously  reported,  Westland was a Limited Partner in a partnership  which
built and owned a housing  facility for persons in need of some care but who are
otherwise   ambulatory.   During  fiscal  1997,   the  bank  that  financed  the
construction  of the  project  foreclosed  on the  building.  At the time of the
foreclosure sale,  Westland reviewed the financial  condition of the project and
concluded  that it was not in  Westland's  best  interest  to invest  additional
resources into the project and did not bid at the foreclosure  sale.  Westland's
investment  in this project was written off its books  several  years ago and no
current or future loss on the project will be experienced.

2.  Volcano Business Park.

Volcano  Business Park consists of  approximately  22 acres zoned for industrial
park uses which were platted and  developed  into 11 lots.  Westland,  through a
partnership   arrangement   owns  50%  of  an  172  unit  storage   facility  on
approximately 1.7 acres of this property. As of August 1, 1999, the facility was
approximately 75% occupied.

Phase II of  Volcano  Business  Park was  completed  this  fiscal  year with the
completion of a loop service road. Five  additional lots were created,  with one
lot being sold and another lot being under  construction  for  expansion  of the
storage facility.

3.  Travel Plaza

Since 1990, Westland has been working to develop about 100 acres of its land for
a travel center and related commercial uses. During 1995, a truck sales facility
was  established  on four acres.  No  additional  development  of this  property
occurred during the current fiscal year and, because Management anticipates that
all of Westland's energy and funds will be devoted over the next couple of years
to  developing  its Master  Plan area,  no further  development  of this area is
foreseen in the immediate future.  However,  Management remains aware of current
trends in the area and if those trends should show an increased  interest in the
Travel  Plaza,  energy  and funds  would be devoted  to take  advantage  of such
trends.

4.  Parkway Subdivision

Westland  previously reported that from 1994 through 1997, it developed and sold
to Sivage Thomas Homes, Inc. certain  developments  known as Parkway Units 7 and
8. Sivage  Thomas  completed  building  out homes on these Units during the past
year and an elementary  school,  constructed on approximately 11 acres purchased
from Westland by Albuquerque Public Schools, was opened for classes beginning in
1998.  Westland  sold  Parkway  Unit 9 (also known as  Parkland  View) to Sivage
Thomas Homes, Inc. during fiscal 1998 and considers this project completed.

5.  Recreation Complex

Westland  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.  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.  In 1998 Westland held a Matanza for
its shareholders at the softball complex and  approximately 600 shareholders and
heirs attended and enjoyed food and music. In the summer of 1999,  Westland held
a luncheon for it shareholders at the complex and approximately 800 shareholders
and heirs attended. The facility is not now leased and Westland is looking for a
lessee or purchaser for the facility.

6.  Tierra Oeste

As previously  reported,  Westland  committed  approximately  24.5 acres of land
north of Ladera Dr.,  west of Unser  Blvd,  to a limited  liability  corporation
named Tierra Oeste, LLC. All litigation  related to the default by the developer
was terminated  during the fiscal year and all interest claimed by the developer
in the project was terminated by the Court.

Westland is now  considering  development  lots on this land and/or  selling the
entire project.

7.  Education and Community Projects

Westland  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,  Westland has donated lands for
the purpose of building schools,  churches,  and health care facilities.  During
the fiscal  year,  Westland  donated  approximately  fifty acres to YES Housing,
Inc., a nonprofit  corporation,  for the purpose of  construction  of a facility
devoted to the housing and employment of mentally ill citizens.

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.

8.  Land Sales

1). Land Sales Westland has, in the last year, completed 6 transactions totaling
approximately  393 acres,  not including lots sold to Kaufman & Broad,  Inc. for
Alvarado Estates (formerly Cedar Ridge Estates Units 2 and 3).

2). Petroglyph  National Monument Properties 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  Westland'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,  218 acres in fiscal  1997,  85 acres in
fiscal 1998.  During  fiscal 1999 the Park Service  purchased the last 362 acres
designated for inclusion in the Monument.

10.   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  and 4  commercial
buildings.  As a  result  of  these  purchases,  Westland  believes  that it has
deferred recognition of taxes on the sales of land to the National Park Service.

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,  $1,780,407  of which is subject  to a Mortgage  upon which
Westland 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,  $714,345 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 $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 $2,683,944  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.

d) A commercial  building located at the SE corner of Eubank and Spain, N.E., at
a cost of approximately  $1,300,000,  which is subject to a mortgage of $950,000
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  $108,333.34.  The tenant has the right to renew the lease for as many
as three 5 year terms.

Current Real Estate Market Conditions

The market  conditions for the development and sale of properties in Albuquerque
are positive at the present time. Westland has been able to sell the residential
properties  it  had  available  for  sale.  Management  believes  that  for  the
foreseeable  future  commercial and industrial  construction  will continue at a
rapid pace while the demand for  single  family  residential  construction  will
continue at a more moderate pace.

Competition

Westland'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.  Westland  believes
that a sale made by another party resulting in the  introduction of Coca Cola 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  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
western side of the City of Albuquerque.  A number of large  subdivisions to the
north of Westland's land are not fully sold. These include Rio Rancho (about six
miles north of Westland's  land),  Paradise  Hills and Ventana Ranch (about five
miles north of Westland's land), Volcano Cliffs and Taylor Ranch (each about two
to three miles north of Westland's land).

The  implementation  of  certain  mandated  impact  fees  may  have  an  as  yet
undetermined  affect on Westland's  ability to sell property in competition with
developers  of  land  located  in  neighboring   counties.   (See  "Governmental
Regulations")

Employees

As of June 30, 1999,  Westland had ten full-time and seven part-time  employees.
Westland's president, who is also a director, is a full time employee.  Westland
also had  contractual  relationships  with other  individuals,  including two of
Westland's officers and directors, who provided various services to the Company.

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 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 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.  The opening of the Double Eagle
II Municipal  Airport by the City of Albuquerque 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 as will the  creation  of the  Petroglyph
National Monument,  although  Management believes both facilities will favorably
impact the Company's lands.

At  Westland's  request,  the City of  Albuquerque  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,  and SAD's may be available for future  development  of Westland's
property.

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, but Albuquerque has not yet implemented the fees.  Westland has
not been able to determine whether these fees adversely impact its business.

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  has  retained  the
services of a water law specialist to investigate  the existence of any Westland
water  rights and to  otherwise  consult  with  Westland  on  matters  involving
availability  of water.  However,  lack of ownership of water rights by Westland
would  not be an  inhibiting  factor to the  developing  of  Westland'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 Westland or by a
developer that might purchase and develop land. For example,  Tierra West Mobile
Home Park sold by Westland 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 Westland'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.  Westland has pursued  alternative methods of providing water,
sewer and other services to its lands. In the past, Westland 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 Westland.  The County completed
a feasibility  study  looking  toward  providing  those  services.  Subsequently
Westland  and the County  entered  into a program  which  outlined  the County's
providing services,  but that program did not go forward.  The City and Westland
have now reached the  agreement  discussed  above  relating  to  provisions  for
utility services to the Master Plan lands and annexation by the City.

Most of  Westland's  land  lies  outside  the  municipal  limits  of the City of
Albuquerque  and are not  furnished  with  City  water or other  City  services.
Westland  experienced  little  difficulty  in having its other  Master Plan area
furnished  with  services,  but the same  cannot be assumed  for other  areas of
Westland's land.

Other Factors Affecting Development of Westland's Land

Various activist groups, as well as neighborhood  organizations in the past have
occasionally taken actions which have, to some extent,  delayed Westland's plans
for the development of some of its lands. Two activist groups filed appeals with
the City of Albuquerque related to Westland's Master Plan.  However,  the Master
Plan was upheld with only minor modifications.

ITEM 2:  DESCRIPTION OF PROPERTIES

The major  physical  assets owned by Westland are its land which is owned in fee
simple.  The land is comprised  approximately  59,000 acres of undeveloped  land
held for long-term investment and approximately 175 acres of land remaining from
those  which   Westland  has   developed  to  various   stages  of   completion.
Approximately  6,400 acres are located in Westland's Master Plan area.  Westland
also owns the Atrisco Urban Center  office  building,  comprising  approximately
11,097  square  feet,  4,166 of which is leased to Bank of  America at a monthly
rental of $2,598,  while the  remainder  is used by Westland  for its  executive
offices.  This building is not  mortgaged.  Westland  also owns four  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  Westland's  land is located.  In fact,
much of the real property  directly west of the City of  Albuquerque is owned by
Westland. Management believes that growth on the West Side, subject to peaks and
valleys of development, will continue into the foreseeable future.

Westland's  land is bisected by  Interstate  Highway  I-40,  the main  east-west
thoroughfare through  Albuquerque.  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  transverses about 4 1/2 miles of Westland's land to the Double Eagle
II Airport.  In 1994,  Westland 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 and  construction  has commenced to link Rio Bravo and Paseo
del Volcan.

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,  traversing  the western  portion of
Westland's land 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 15 to 20 years.  Most of Westland's  land is remote and not readily
accessible,  not serviced by utilities,  and Westland  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 for 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 Westland's land.

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 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, 1999.

PART II

ITEM 5: MARKET FOR WESTLAND'S 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,  1999
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 Westland's  Annual Report to Shareholders  for the fiscal year ended June 30,
1999 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, 1999 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 of Regulation  S-B at any time during  Westland'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  Westland's  definitive  Proxy  Statement  for the November 23, 1999,  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 23, 1999,  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 23, 1999,  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 23, 1999,  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-K

1. Financial  Statements,  incorporated by reference to Westland's Annual Report
to Shareholders for each of the two years ended June 30, 1998 and 1999:

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 Westland'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  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 the'  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.

Statement  regarding  computation  of per  share  earnings  is  incorporated  by
reference  to Note  A(8) to the  Financial  Statements  incorporated  herein  by
reference to Westland's  Annual Report to Shareholders for the Fiscal year ended
June 30, 1999.

Annual Report to Shareholders for the Fiscal year ended June 30, 1999.

Subsidiaries of Westland
Westland 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 filing.

(b)  Reports on Form 8-K:

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


SIGNATURES

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

WESTLAND DEVELOPMENT CO., INC.


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

Date: September 23, 1999

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

Date: September 23, 1999


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


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

Date: September 23, 1999



By Lee Anaya
   ---------
   Polecarpio (Lee) Anaya, Executive Vice President and Director

Date: September 23, 1999

By Sosimo S. Padilla
   -----------------
   Sosimo S. Padilla, Director and Chairman of the Board

Date: September 23, 1999



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

Date: September 23, 1999



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

Date: September 23, 1999


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

Date: September 23, 1999



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

Date: September 23, 1999



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

Date: September 23, 1999



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

Date:  September 23, 1999