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, 2002

[ ] 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. [ ]

State issuer's revenues for its most recent fiscal year: $ 9,861,626

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, 2002, there were 704,339 No Par Value Common shares and
31,700 Class B shares owned by non-affiliates. The stock was sold on September
15, 2002 for $22 per share. Thus the aggregate market value of the voting stock
held by non-affiliates was $16,192,858.

The number of shares outstanding of each of Westland's classes of common stock,
as of September 15, 2000, was:
        No Par Value Common: 714,342 shares.
        Class B $1.00 Par Value: 86,100 shares.


                                     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.

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 the Company 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 furnish sewer and water
utilities to the initial 1,665 acres within the Master Plan area. Westland has
segregated the lands within the master plan area for development.

Utilities do not presently exist on any of the Master Planned lands. Westland
has agreed to finance or bear the initial cost of the major water and sewer
infrastructure to the initial 1,665 acres, which are now estimated to be as much
as $10,000,000. When completed, Westland will convey the utilities to the City.
These costs will be recovered through utility expansion charges charged to each
lot when connected to a City water meter and sold.

An additional approximately $30,000,000 to $35,000,000 will also be financed or
borne by Westland for additional off site water and sewer distribution and
collection lines, drainage facilities, and roads within the Master Plan Area.

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 recover these costs.

Westland has put the major water system out to bid and is currently
investigating all available forms of financing for the construction of the major
water system and the initial phase of the off site Master Plan infrastructure.
No financing for the project has been acquired at the date of this report, and
at present, Westland can give no assurance that adequate financing for the
development will ever be acquired.

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. Oil and Gas and Grazing Leases.

Approximately 55,000 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 four fiscal years.

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.

Westland also owns and leases certain commercial buildings.  (See "Revenue
Producing Properties".)

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, owns 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. The facility
is substantially occupied and is under contract for sale.

2. In Phase one and two of the Painted Sky Subdivision 105 single-family lots
were planned, constructed and completed during fiscal 2001 and fiscal 2002.
Construction to complete the balance of the project, consisting of 175 lots,
being phases 3, 4, 5 and 6, will begin in the current fiscal year.

3. The Company is also developing two other subdivisions in an area west of
Unser Blvd. and north of I-40, east of the Master Plan area. These are Tierra
Oeste and the Crossings. Tierra Oeste Units I and Unit II are all sold. Unit III
of Tierra Oeste has been constructed and lot sales in that Unit commenced during
fiscal year 2002. Sales of lots in one or more of these two newly developing
areas are anticipated to continue during the current fiscal year.

4. Construction on another subdivision named Cielo Oeste is expected to begin
during the current fiscal year.

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 2002 the Company commenced the annexation process
for approximately 80 acres located north of Dennis Chavez and adjoining 118th
St.

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. 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. The Company has entered into a
lease/purchase option with the City of Albuquerque. The City currently is
leasing and using the facility for softball league games.

7. 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, but no donation of
lands has been made during the past two fiscal years.

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 believes that it has deferred payment of taxes on the sales
of land to the National Park Service.

During fiscal year 2002 the City and Westland settled a condemnation action of
an approximately 16 acre tract of land located near the 98th St. and I-40
interchange with Westland receiving payment of $500,000, which amount will be
reinvested in replacement property during the next three or four years.
Following the end of the fiscal year, the City of Albuquerque, through
condemnation, purchased certain properties known as the Atrisco Terrace for
approximately $5,000,000.

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  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,  $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.

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 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  $1,331,000,  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.

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.

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. Certain City council members have expressed their belief that there
should be a moratorium or at least a slow-down on new development within the
City and currently there is a community wide discussion of this concept. Because
of Westland's agreement with the City regarding its Master Planned area,
Westland does not believe that such a moratorium or slow-down will adversely
affect its efforts to finance and develop the initial 1665 acres of the Master
Planned area. Therefore, 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 may have an as yet
undetermined effect on Westland's ability to sell property in competition with
developers of land located in neighboring counties upon which no such impact
fees may be assessed. (See "Governmental Regulations".)

Employees

As of September 15, 2002, Westland had eight 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, 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.

As stated above, the City of Albuquerque currently is considering a Planned
Growth Strategy, which if enacted in its current form, would be anticipated as
having a major negative impact on Westland's ability to develop its lands for
the foreseeable future.

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. The expected opening of the
Eclipse plant at 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. Management
believes the construction of the Eclipse factory at Double Eagle II Airport will
favorably impact the value of the Company'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.

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 mechanism may provide a way to finance the
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 does
not believe that these fees will adversely impact its business in a material
way.

Also, the newly enacted Public Improvement District legislation passed by the
New Mexico Legislature may be of benefit to Westland in developing its land.

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 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 a
certain amount of water rights but said declared 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 City of
Albuquerque, 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 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.

Under present annexation policies of the City of Albuquerque, annexation to the
City of Albuquerque 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 must be borne by the developer, or by
subsequent purchasers of the annexed portions. The City and Westland have now
reached the agreement discussed above relating to provisions for utility
services to a portion of the Master Plan lands and their annexation by the City.

Most of Westland's land lies outside the municipal limits of the City of
Albuquerque and is not furnished with City water or other City 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 have, to some extent, delayed Westland's plans for the development
of some of its lands.

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 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 . and approximately 900 acres called the
Atrisco Terrace have been 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 Bank of America,
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 five commercial buildings that are leased to others and is a
50% owner of a self-storage facility. (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 to connect 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. 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 15 to 20 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 long-term investment.

In the opinion of the Company's Management, its developed 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, 2002.

PART II

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

Because ownership of Westland's stock is restricted in the manner discussed
below, no established public trading market exists for Westland's outstanding
shares and, to the best of Westland's knowledge, no dealer has made, is making,
or is attempting to create such a market from which to determine an aggregate
market value of any of Westland's stock. In 1989, Westland entered into an
arrangement with an independent stockbroker to broker transactions in Westland's
stock between shareholders. The broker has informed Westland that the price at
which Westland's common stock had been bought and sold by Westland's
shareholders during the ninety (90) days preceding this date of this report has
been $22 per share.

Since 1982, the outstanding shares have been subject to restrictions imposed by
a majority of Westland's shareholders who amended Westland's Articles of
Incorporation.Those Articles prohibit (with certain limited exceptions) transfer
of Westland stock to persons other than lineal descendants of the original
incorporators of the Town of Atrisco (a New Mexico Community Land Grant
Corporation).

The following table sets forth as of September 15, 2002, the number of holders
of the classes of Westland's shares:

                                                            Number of
                 Title of Class                           Record Holders
                 --------------                           --------------
         No Par Value Common                                   5806
         $1.00 Par Value Common  Class A                          0
         $1.00 Par Value Common  Class B                         31

Dividends: During fiscal year ended June 30, 2001 Westland paid cash dividends
to shareholders of $1,003,623. Subsequent to June 30, 2002, the Company paid a
cash dividend of $0.75 per share for an aggregate dividend payment to the
shareholders of $602,479.

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

In the past fiscal year, land sales were greater than the prior year as the
Company experienced increased sales of improved residential lots and more large
parcel sales.

During fiscal 2002, Albuquerque continued the growth pattern that has benefited
Westland for the past ten years. Albuquerque continues to be one of the fastest
growing cities in the Southwest and, because of certain geographical and other
limitations on its growth, Westland's lands lie directly in the path of future
predictable growth patterns. Sales of improved residential lots in fiscal 2002
were approximately $5,627,900, and large parcel sales were approximately
$2,899,960. Subsequent to the end of fiscal 2002, Westland sold the City,
through condemnation certain lands for approximately $5,300,000.

Westland's future revenues will continue to be largely dependent upon the sale
of land. The Company's assets are illiquid, comprising principally undeveloped
land. Sales are dependent upon the market conditions in Albuquerque, New Mexico.

Westland anticipates making capital commitments for land development projects
over the next few years as the economy and opportunities dictate that such
expenditures would be warranted. Capital commitments may include special
assessment districts for roads and water and sewer lines on its land. In some
cases infrastructure improvements are paid for by assessments, which increase
the value of Westland's land and make further development possible. Westland
intends to incur capital expenditures when management determines such
investments will increase the value of the land and generate future revenue.

Land is Westland's principal capital resource, and is valued, for financial
accounting purposes, at its 1907 value plus the cost of improvements. Westland's
balance sheet does not reflect the actual current value of this asset. The
Company has no current appraisals of the land and, therefore, the actual value
of the land is not known. The carrying value of the land was increased during
the both fiscal years ended June 30, 2002 and 2001, primarily to reflect
increased investment. The carrying value will be increased or decreased
regularly as Westland acquires, sells or develops parcels of land. Management
believes the June 30, 2002 carrying value of the land is substantially less than
its current market value. Westland's balance sheet also segregates
income-producing properties, which consist of commercial real estate and
improvements. The actual value of Westland's land varies depending on national
and local market conditions and the amount and proximity of roads, utilities and
other amenities to the land under development. As Albuquerque continues to grow,
the land value of both developed and undeveloped land should increase.

As reported last year, after some delay, Westland received approval of its
Master Plan by both the City of Albuquerque and Bernalillo County. The Master
Planned land includes the area north of Interstate 40 and south of the area
designated for the Petroglyph National Monument between Unser Boulevard and
Paseo del Volcan Road. The Master Plan area encompasses approximately 6,400
acres, but does not include any land located within the Monument and will have
no adverse impact on the Monument. During the prior fiscal year the City of
Albuquerque annexed the initial 1,665 acres of the master planned area, which
will permit sewer and water services to be extended in an orderly manner to that
number of acres as they are developed. Westland has agreed with the City that it
will pay the cost of the infrastructure normally paid for by the city for new
development in the master planned area and will recover those costs through a
fee charged by the city as each lot is connected to the services. Management
anticipates that development and sale of the initial parcels of land within the
initially annexed area will occur in the year 2003, however, unforeseeable
delays in getting utilities to the lands may cause this period to be extended
beyond that anticipated date.

Westland is currently preparing marketing information and considering financial
options and the optimum timing for initiating development, marketing, and sales
of land in the Sector Plan area. Management remains committed 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.

Financial Condition:

During fiscal 2002, total assets increased to $23,979,757 from $23,865,926, and
liabilities decreased from $17,086,310 to $15,593,237. During fiscal 2002
Westland invested $1,489,154 in income producing and other assets and repaid
debt, net, of $2,407,864. Of this, $2,124,894 was repayment of short-term lines
of credit. Including these uses, cash and cash equivalents increased by
$2,472,466, as operations provided $3,391,176. Short-term investments of
$1,497,275 were liquidated and $585,914 of receivables were collected. Taken
together, Land held for development and Income-producing properties, which
aggregate approximately $20,000,000, decreased only $153,825, net of
depreciation.

At June 30, 2002, the Company maintained a line of credit with a local bank in
the amount of $2,000,000, collateralized by certain real property. The purpose
of this line is to provide funds necessary for its continued expansion. At year
end, the outstanding balance was $184,787.

During fiscal 2003 and 2004, the Company will be obligated to pay income tax of
approximately $1,070,000 should replacement properties totaling $2,681,000 for
lands sold to the National Park Service not be acquired. Management diligently
seeks income-producing properties for acquisition as replacement properties and
fully expects to off-set this tax obligation.

Management is unsure if the uncommitted balance of cash, cash equivalents,
investments and its borrowing capacity are sufficient to meet all of the
Company's obligations during 2003 without considering additional revenues that
may be generated during that period. At June 30, 2002, the two largest segments
of the Company's debt were Notes and mortgages payable of $8,786,281 and
Deferred taxes of $5,366,221. The mortgage debt service is paid from the receipt
of rental revenue, and taxes deferred by the acquisition of the properties
subject to these mortgages will not have to be repaid until and if the
properties are sold.

Results of Operations:

In fiscal 2002, land revenues increased by $6,622,240 from $2,020,990 in 2001 to
$8,643,230. Large parcel sales increased by $2,070,260, primarily due to the
sale of 117 acres in the Ladera Industrial Center for $2,225,000. Improved lot
sales increased $4,840,900 because revenue from the Tierra Oeste subdivisions
grew by $1,957,000 and the Painted Sky units contributed $2,883,900. The related
cost of land revenues increased to $2,946,487, or $2,115,458 from $831,029 in
fiscal 2001. The gross profit ratio on all sales increased from 57% to 66%
because of the growth in large parcel sales, which bear very low improvement
costs. Rental revenue increased from $1,108,177 to $1,218,396 and the related
costs increased from $293,727 to $296,097. Costs are expected to rise as the
Company expands its activities in these areas. General, administrative and
operating expense increased from $1,835,303 by $527,879 to $2,363,182. This
occurred because of added uncollectible accounts expense of $184,300, and an
accrued contingency for a claim made by Bernalillo County in the amount of
$346,000.

Critical Accounting Policies:

Income recognition and cost allocation:
In recent years, the Company has had very few installment sales, so income is
recognized when a property is sold with financing provided by the buyer. Some of
the sales are basically raw land which has little more than its original cost of
$2.60 per acre. Other parcels benefit from certain infrastructure improvements
such as roads financed by Special Assessment District obligations, which are
generally allocated to the subject property based on site location and acreage.
Improved lots bear costs such as roads, sewer, sidewalk, etc. as they are
incurred by subdivision. "Soft" costs such as engineering fees and improvements
which benefit an entire project are generally allocated to units based on number
of lots or acreage. This policy has been consistently applied over most of the
last decade.

Contingencies:
Management continues to be diligent in recognizing possible liabilities as they
become known. In June, the Company accrued $346,000 against possible loss due to
a claim made by Bernalillo County for costs allegedly incurred in researching
creation of a new municipality for Westland's sector development plan.
Management believes this is sufficient to liquidate alleged damages, if any.

Asset Impairment:
Management periodically assesses the possibility that the carrying value of its
assets is greater than its realizable value. For the most part, this question is
obviated because the carrying cost of land is very low compared to any
reasonable sale price. When property is improved for sale as individual lots, a
commitment exists by contract obligating the purchaser prior to undertaking the
development. However, the Company owns several properties held for the
production of income, designed for a specific use, which could become impaired
if the lessee vacated or rescinded its lease under bankruptcy. Management
periodically determines by inspection that the properties are suitably
maintained and insured and that the lessees are Conducting proper operations.


ITEM 7:  FINANCIAL STATEMENTS

               Report of Independent Certified Public Accountants
               --------------------------------------------------

Stockholders
Westland Development Co., Inc.

We have audited the accompanying balance sheet of Westland Development Co., Inc.
as of June 30, 2002, and the related statements of operations, stockholders'
equity and cash flows for each of the two years in the period ended June 30,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westland Development Co., Inc.
as of June 30, 2002, and the results of its operations and its cash flows for
each of the two years in the period ended June 30, 2002 in conformity with
accounting principles generally accepted in the United States of America.




GRANT THORNTON LLP


Oklahoma City, Oklahoma
August 22, 2002
<PAGE>

                         Westland Development Co., Inc.

                                 BALANCE SHEET

                                 June 30, 2002


                      ASSETS

Cash and cash equivalents ..........................                 $ 3,236,467

Receivables
  Real estate contracts (note B) ...................   $    45,424
  Note receivable - related party (note L) .........        95,590
  Other receivables ................................           292       141,306
                                                       -----------
Land and improvements held for future
  development (notes C and E) ......................                   8,289,634

Income-producing properties, net (notes D and E) ...                  11,549,728

Property and equipment, net of accumulated
  depreciation of $590,681 (note E) ................                     341,418

Investments in partnerships and joint ventures .....                     194,916

Other assets .......................................                     226,288
                                                                     -----------

                                                                     $23,979,757
                                                                     ===========
       LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable, accrued expenses and
  other liabilities ................................                 $   746,008
Dividends declared .................................                     602,479
Deferred income taxes (note F) .....................                   5,366,221
Notes and mortgages payable (note E) ...............                   8,786,281
Income taxes payable ...............................                      92,248
                                                                     -----------

              Total liabilities ....................                  15,593,237

Commitments and contingencies (notes E and K) ......                        --

Stockholders' equity (note G)
  Common stock - no par value; authorized,
    736,668 shares; issued and outstanding,
    714,342 shares .................................         8,500
  Class B common stock - $1 par value;
    authorized, 491,112 shares;
    issued and outstanding, 86,100 shares ..........        86,100
  Additional paid-in capital .......................       591,811
    Retained earnings ..............................     7,700,109     8,386,520
                                                       -----------   -----------

                                                                     $23,979,757
                                                                     ===========

         The accompanying notes are an integral part of this statement.
<PAGE>


                         Westland Development Co., Inc.

                            STATEMENTS OF OPERATIONS

                              Year ended June 30,


                                                         2002           2001
                                                     -----------    -----------

Revenues
  Land ...........................................   $ 8,643,230    $ 2,020,990
  Rentals ........................................     1,218,396      1,108,177
                                                     -----------    -----------
                                                       9,861,626      3,129,167

Costs and expenses
  Cost of land revenues ..........................     2,946,487        831,029
  Cost of rentals ................................       296,097        293,727
  Other general, administrative and operating ....     2,363,182      1,835,303
                                                     -----------    -----------
                                                       5,605,766      2,960,059
                                                     -----------    -----------

             Operating income ....................     4,255,860        169,108

Other (income) expense
  Interest income ................................       (89,183)      (141,122)
  Gain on sale or disposition of property
    and equipment ................................          --             (100)
  Other income ...................................       (30,734)       (26,993)
  Interest expense ...............................       776,940        816,357
                                                     -----------    -----------
                                                         657,023        648,142
                                                     -----------    -----------

              Earnings (loss) before income taxes      3,598,837       (479,034)

Income tax expense (benefit) (note F) ............     1,389,454        (80,722)
                                                     -----------    -----------

              NET EARNINGS (LOSS) ................   $ 2,209,383    $  (398,312)
                                                     ===========    ===========
Weighted average common shares outstanding,
  basic and diluted ..............................       805,791        801,116
                                                     ===========    ===========
Earnings (loss) per common share,
  basic and diluted ..............................   $      2.74    $      (.50)
                                                     ===========    ===========

         The accompanying notes are an integral part of these statements.
<PAGE>


                         Westland Development Co., Inc.

                       STATEMENT OF STOCKHOLDERS' EQUITY

                       Years ended June 30, 2002 and 2001

<TABLE>
<CAPTION>
                                                                          Class B
                                                Common stock            Common stock
                                                no par value            $1 par value        Additional
                                           ----------------------   ---------------------    paid-in      Retained
                                             Shares      Amount       Shares     Amount      capital      earnings         Total
                                           ---------    ---------   ---------   ---------   ----------   -----------    -----------
<S>                                        <C>          <C>         <C>         <C>         <C>          <C>            <C>
Balances at July 1, 2000 ................    715,293    $   8,500      86,100   $  86,100   $  581,527   $ 7,500,990    $ 8,177,117

Net loss ................................       --           --          --          --           --        (398,312)      (398,312)

Cash dividends paid - $1.25 per share ...       --           --          --          --           --      (1,003,623)    (1,003,623)

Purchase/retirement of common stock .....       (452)        --          --          --           --          (5,850)        (5,850)

Insurance reimbursement for common
        stock purchases .................       --           --          --          --         10,284          --           10,284
                                           ---------    ---------   ---------   ---------   ----------   -----------    -----------

Balances at June 30, 2001 ...............    714,841        8,500      86,100      86,100      591,811     6,093,205      6,779,616

Net earnings ............................       --           --          --          --           --       2,209,383      2,209,383

Cash dividends declared - $0.75 per share       --           --          --          --           --        (602,479)      (602,479)

Cancellation of common stock ............       (499)        --          --          --           --            --             --
                                           ---------    ---------   ---------   ---------   ----------   -----------    -----------

Balances at June 30, 2002 ...............    714,342    $   8,500      86,100   $  86,100   $  591,811   $ 7,700,109    $ 8,386,520
                                           =========    =========   =========   =========   ==========   ===========    ===========
</TABLE>
         The accompanying notes are an integral part of this statement.
<PAGE>


                         Westland Development Co., Inc.

                            STATEMENTS OF CASH FLOWS

                              Year ended June 30,

<TABLE>
<CAPTION>
                                                                        2002           2001
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
Increase (Decrease) in Cash and Cash Equivalents

Cash flows from operating activities
  Cash received from land sales and collections on real estate
    contracts receivable ........................................   $ 9,216,292    $ 1,464,566
  Development and closing costs paid ............................    (3,044,650)    (2,051,178)
  Cash received from rental operations ..........................     1,213,458      1,089,983
  Cash paid for rental operations ...............................       (10,799)       (28,299)
  Cash (paid for) received from property taxes ..................       (67,423)       (20,303)
  Interest received .............................................        89,437        140,382
  Interest paid .................................................      (830,776)      (765,429)
  Income tax (paid) refunds .....................................    (1,333,151)       136,424
  Other general and administrative costs paid ...................    (1,871,946)    (1,799,707)
  Other .........................................................        30,734         26,893
                                                                    -----------    -----------

             Net cash provided by (used in) operating activities      3,391,176     (1,806,668)

Cash flows from investing activities
  Capital expenditures ..........................................       (45,774)    (3,913,681)
  Distributions from partnerships and joint ventures ............        33,536          6,257
  Change in short-term investments ..............................     1,497,275     (1,387,361)
  Change in note receivable - related party .....................         4,117          3,368
                                                                    -----------    -----------

             Net cash provided by (used in) investing activities      1,489,154     (5,291,417)

Cash flows from financing activities
  Borrowings on notes, mortgages and assessments payable ........     2,727,483      5,625,062
  Repayments of notes, mortgages and assessments payable ........    (5,135,347)      (646,347)
  Payment of dividends ..........................................          --       (1,003,623)
  Purchase of common stock ......................................          --           (5,850)
  Insurance reimbursement for common stock purchases ............          --           10,284
                                                                    -----------    -----------

             Net cash provided by (used in) financing activities     (2,407,864)     3,979,526
                                                                    -----------    -----------

             NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     2,472,466     (3,118,559)

Cash and cash equivalents at beginning of year ..................       764,001      3,882,560
                                                                    -----------    -----------

Cash and cash equivalents at end of year ........................   $ 3,236,467    $   764,001
                                                                    ===========    ===========
</TABLE>
<PAGE>

                         Westland Development Co., Inc.

                      STATEMENTS OF CASH FLOWS - CONTINUED

                              Year ended June 30,

<TABLE>
<CAPTION>
                                                                    2002           2001
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Reconciliation of Net Earnings (Loss) to Net Cash
  Provided by (Used in) Operating Activities

Net earnings (loss) ..........................................   $ 2,209,383    $  (398,312)
Adjustments to reconcile net earnings (loss) to
  net cash provided by (used in) operating activities
    Depreciation .............................................       336,405        323,257
    Gain on sale of property and equipment ...................          --             (100)
    Deferred income taxes ....................................       (50,202)        47,374
    Change in
      Income taxes recoverable/payable .......................       106,505          8,328
      Other receivables ......................................       152,107        (58,803)
      Land and improvements held for future development ......       (98,163)    (1,220,149)
      Other assets ...........................................        35,185        (99,682)
      Accounts payable, accrued expenses and other liabilities       324,102        (51,252)
      Accrued interest payable ...............................       (53,836)        50,928
      Real estate contracts receivable .......................       429,690       (408,257)
                                                                 -----------    -----------

           Net cash provided by (used in) operating activities   $ 3,391,176    $(1,806,668)
                                                                 ===========    ===========
Noncash investing and financing activities:

Dividends declared but not paid ..............................   $   602,479    $      --
</TABLE>
        The accompanying notes are an integral part of these statements.
<PAGE>
                         Westland Development Co., Inc.

                         NOTES TO FINANCIAL STATEMENTS

                             June 30, 2002 and 2001


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

1.      History of Company and Beginning Basis of Financial Reporting
        -------------------------------------------------------------

In 1892, the descendants of the owners of a land grant deeded in 1692 by
the Kingdom of Spain became incorporators of a land grant corporation named Town
of Atrisco. Ownership of the Town of Atrisco was based on proportionate
ownership of the land grant. In 1967, the Town of Atrisco was reorganized and
became Westland Development Co., Inc. (the "Company"), with the heirs receiving
shares in the Company in proportion to their ancestors' interests in the Town of
Atrisco corporation. The net assets of $232,582 at the date of reorganization
were assigned as follows:

    Value of no par common stock as stated in
      the Articles of Incorporation                 $    8,500
    Additional paid-in capital                         224,082
                                                    ----------

                                                      $232,582
                                                    ==========

The Company estimated that it owned approximately 49,000 acres of land
at the date of incorporation as Westland Development Co., Inc. Such acreage was
used as the beginning cost basis for financial reporting purposes and was valued
at $127,400 ($2.60 per acre) based on an appraisal in 1973 which determined the
approximate value of the land in 1907. This date approximates the date that the
Patent of Confirmation covering the land comprising the Atrisco Land Grant was
given to the Town of Atrisco by the United States of America. Since the date of
the Patent of Confirmation, the Company's acreage has increased in market value,
but a full determination of such value has not been made.

2.      Nature of Operations
        --------------------

The Company develops, sells or leases its real estate holdings, most of
which are located near Albuquerque, New Mexico. The Company may use joint
ventures or participation in limited partnerships to accomplish these
activities. Revenue sources for the years ended June 30, 2002 and 2001 consist
primarily of proceeds from land sales and governmental condemnations and rentals
from developed properties, such as single-tenant retail stores and office space.
Land sales are primarily to commercial developers and others in the Albuquerque
area and certain governmental agencies, and the terms of sale include both cash
and internal financing by the Company. Such sales are collateralized by the
land. The Company has relied primarily upon cash land sales over the past
several years due to the collection risk associated with real estate contracts.

3.      Cash and Cash Equivalents
        -------------------------

Cash and cash equivalents are considered to include highly liquid
investments with maturities of three months or less and money market funds.

The Company maintains its cash in bank deposit accounts which, at times,
may exceed federally insured limits and in certain other funds which are not
federally insured. Cash equivalents include approximately $1,365,000 in a money
market account with an investment banking company. The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant credit risk on cash and cash equivalents.
<PAGE>
                         Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

4.      Investments
        -----------

Investments in partnerships and joint ventures owned 20% to 50% are
accounted for by the equity method. Accordingly, the financial statements
include the Company's share of the investees' net earnings.

5.      Land and Improvements Held for Future Development
        -------------------------------------------------

Land and improvements held for future development are recorded at cost
not to exceed net realizable value. Improvements consist of abstracts, surveys,
legal fees, master and sector plans, infrastructure improvements and other costs
related to land held by the Company which are allocated to respective tracts
primarily by specific identification of costs.

6.      Income-Producing Properties and Property and Equipment
        ------------------------------------------------------

Income-producing properties and property and equipment are stated at
cost, less accumulated depreciation, computed on a straight-line basis over
their estimated lives of three to 30 years. The cost of the building in which
the Company has its offices, a portion of which is rented to others, has been
allocated to income-producing properties and property and equipment based upon
square footage.

7.      Recognition of Income on Real Estate Transactions and Rentals
        -------------------------------------------------------------

The Company recognizes the entire gross profit on sales where the down
payment is sufficient to meet the requirements for the full-accrual method.
Transactions where the down payment is not sufficient to meet the requirements
for the full-accrual method are recorded using the deposit or installment
method. Under the deposit method, cash received is recorded as a deposit on land
sale. Under the installment method, the Company records the entire contract
price and the related costs at the time the transaction is recognized as a sale.
Concurrently, the gross profit on the sale is deferred and is subsequently
recognized as revenue in the statements of operations as payments of principal
are received on the related contract receivable.

Rental income is recognized when earned under lease agreements. Rents
received in advance are deferred until earned. Revenue from leases with
escalating rental payments are recognized on a straight-line basis over the
minimum lease term. For leases with provisions for additional rental payments
based on percentage of annual sales, contingent rental income is recognized when
the lessee provides an accounting which reflects the contingent rental income
has been earned under the terms of the lease agreements.

8.      Income Taxes
        ------------

Deferred income tax assets or liabilities are determined based on the
difference between financial statement and tax bases of certain assets and
liabilities as measured by the enacted tax rates in effect using the liability
method. Valuation allowances are established by management when necessary to
reduce deferred tax assets to the amount expected to be realized.
<PAGE>

                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

9.      Earnings (Loss) Per Common Share
        --------------------------------

Earnings (loss) per common share are based upon the weighted average
number of common shares outstanding during the year, including the number of no
par value common shares which may be issued in connection with eliminating
fractional shares (which resulted from the determination made by the Court in an
heirship case) and the number of no par value common shares for which the Court
ruled that no incorporator or heirs existed. The Company has no potential common
stock items.

10.     Use of Estimates
        ----------------

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect certain reported amounts and disclosures; accordingly, actual
results could differ from those estimates.

11.     Long-Lived Assets
        -----------------

Long-lived assets to be held and used are reviewed for impairment,
generally on a property-by-property basis, whenever events or changes in
circumstances indicate that the related carrying amount may not be recoverable.
When required, impairment losses are recognized based upon the estimated fair
value of the asset.

12.     New Accounting Pronouncements
        -----------------------------

In 2001, the Financial Accounting Standards Board issued new pronouncements:
Statement of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations; SFAS No. 142, Goodwill and Other Intangible Assets; SFAS No. 143,
Accounting for Asset Retirement Obligations, and SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets.

SFAS No. 141, which requires the purchase method of accounting for all business
combinations, applies to all business combinations initiated after June 30, 2001
and to all business combinations accounted for by the purchase method that are
completed after June 30, 2001. SFAS No. 141 will not apply to the Company unless
it enters into a future business combination.

SFAS No. 142 requires that goodwill and intangible assets with indefinite useful
lives be tested annually for impairment. SFAS No. 142 also requires that
intangible assets with finite useful lives be amortized and be evaluated for
impairment in accordance with SFAS No. 144. In addition, SFAS No. 142 eliminates
the current requirement to amortize goodwill or intangible assets with
indefinite useful lives, and is effective for the Company's fiscal year
beginning July 1, 2002.

SFAS No. 143 requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred and a
corresponding increase in the carrying amount of the related long-lived asset.
SFAS No. 143 is effective for the Company's fiscal year beginning July 1, 2002.

<PAGE>

                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

12.     New Accounting Pronouncements - Continued
        -----------------------------------------

SFAS No. 144 is effective for the Company for the fiscal year beginning July 1,
2002 and addresses accounting and reporting for the impairment or disposal of
long-lived assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and
Accounting Principles Board ("APB") Opinion No. 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS
No. 144 retains the fundamental provisions of SFAS No. 121 and expands the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction.

In May 2002, SFAS No. 145, Rescission of FASB Statements Nos. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections, was issued.
SFAS No. 145 rescinds the automatic treatment of gains and losses from
extinguishments of debt as extraordinary unless they meet the criteria for
extraordinary items as outlined in APB Opinion No. 30. SFAS No. 145 also
requires sale-leaseback accounting for certain lease modifications that have
economic effects similar to a sale-leaseback transaction and makes various
corrections to existing pronouncements. SFAS No. 145 is effective for the
Company's fiscal year beginning July 1, 2002.

Management has reviewed the requirements of SFAS Nos. 141 through 145 and does
not believe their implementation will have a significant impact on the Company's
financial condition or results of operations.

In July 2002, SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities, was issued.  SFAS No. 146 is effective for exit or disposal
activities initiated after December 31, 2002.  The Company has not yet adopted
SFAS No. 146 nor determined the effect of the adoption of SFAS No. 146 on its
financial position or results of operations.

NOTE B - REAL ESTATE CONTRACTS RECEIVABLE

Real estate contracts receivable at June 30, 2002 consist of three
contracts, two payable in monthly installments of principal and interest and one
due in a lump-sum payment of principal and interest at maturity with interest
rates from 9% to 9.5%, and are collateralized by land.

Principal collections due as of June 30, 2002 on real estate contracts
receivable for the years ending June 30 are as follows:

        2003                                    $  11,397
        2004                                        1,880
        2005                                       22,147
        2006                                       10,000
                                                ---------

                                                $  45,424
                                                =========
<PAGE>
                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE C - LAND AND IMPROVEMENTS HELD FOR FUTURE DEVELOPMENT

The Company estimates that it presently owns approximately 57,000 acres
of land, primarily including land located within the boundaries of the Town of
Atrisco Land Grant and land located elsewhere which the Company has acquired
since incorporation. Plans for ultimate development of the properties have not
been finalized.

        Land and improvements consist of the following at June 30, 2002:

        Land                                                  $2,303,862
        Improvements                                           5,985,772
                                                              ----------

                                                              $8,289,634
                                                              ==========

NOTE D - INCOME-PRODUCING PROPERTIES

Income-producing properties consist primarily of five single-tenant
retail store buildings and a portion of the Company's office building and are
summarized as follows at June 30, 2002:

        Buildings and equipment                             $  8,787,427
                Less accumulated depreciation                  1,439,414
                                                            ------------
                                                               7,348,013
        Land                                                   4,201,715
                                                            ------------

                                                            $ 11,549,728
                                                            ============

The Company's rentals from income-producing properties are principally
obtained from tenants through rental payments as provided for under
noncancelable operating leases. The lease terms range from one to 20 years and
typically provide for guaranteed minimum rent, five-year renewals at tenants'
options, percentage rent and other charges to cover certain operating costs.
Three of the Company's leases with total annual receipts of approximately
$880,000 are with a single national retail drug store chain.

        Minimum future rentals from income-producing properties on noncancelable
tenant operating leases as of June 30, 2002 are as follows:

        Year ending June 30
                2003                             $  1,287,765
                2004                                1,237,570
                2005                                1,228,761
                2006                                1,068,621
                2007                                1,021,091
                Thereafter                          9,081,928
                                                  -----------

                                                  $14,925,736
                                                  ===========
<PAGE>
                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE E - NOTES AND MORTGAGES PAYABLE

  Notes and mortgages payable are summarized
    as follows at June 30, 2002:

      Promissory note, due in monthly installments
      of $17,970 through May 2015, including interest
      at 9.37%; collateralized by income-producing properties         $1,612,067

      Promissory note, due in monthly installments of $9,079
      through July 2014, including interest at 8%;
      collateralized by income-producing properties                      838,715

      Note payable, due in monthly installments of $6,893
      through September 2015, including interest at 8.75%;
      collateralized by income-producing properties                      645,361

      Mortgage note, due in monthly installments of $24,682,
      including interest at 8.52%, due November 1, 2016;
      collateralized by income-producing properties                    2,454,089

      Mortgage note, due in monthly installments of $25,403,
      including interest at 7.8%, due April 15, 2020;
      collateralized by income-producing properties                    2,931,275

      Revolving line of credit with a bank, variable interest
      payable quarterly (4.75% at June 30, 2002), payable on
      demand, if no demand is made principal due September 29,
      2002; collateralized by real estate with borrowings up
      to $2,000,000                                                      184,787

      Mortgage note, due in monthly installments of $1,349,
      including interest at 9%, due January 2007; collateralized
      by specific tracts of land                                          59,781

      Mortgage note, due in semiannual installments of $11,490,
      including interest at 9%, due October 2005; collateralized
      by specific tracts of land                                          60,206
                                                                      ----------

                                                                      $8,786,281
                                                                      ==========

  Aggregate required principal payments on the notes and mortgages payable
    as of June 30, 2002 are as follows:

        Year ending June 30
                2003                                $   522,806
                2004                                    367,933
                2005                                    400,507
                2006                                    414,932
                2007                                    451,837
                Thereafter                            6,628,266
                                                     ----------

                                                     $8,786,281
                                                     ==========
<PAGE>

                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE F - INCOME TAXES

  An analysis of the deferred income tax assets and liabilities as of June
  30, 2002 is as follows:

    Deferred tax assets
      Land improvements held for future development             $  163,672
      Land repossession                                            101,783
      Investments                                                   24,192
      Other                                                         85,209
                                                                ----------
                                                                   374,856

    Deferred tax liabilities
      Deferred tax gain on involuntary conversion of land        5,741,077
                                                                ----------

               Net deferred tax liability                       $5,366,221
                                                                ==========

    Income tax expense (benefit) consists of the following:

                                                       Year ended June 30,
                                                       -------------------
                                                       2002            2001
                                                    ----------      ----------

      Current
        Federal                                     $1,196,872      $ (111,429)
        State                                          242,784         (16,668)
                                                    ----------      ----------
                                                     1,439,656        (128,097)
      Deferred
        Federal                                        (22,757)         35,257
        State                                          (27,445)         12,118
                                                    ----------      ----------
                                                       (50,202)         47,375
                                                    ----------      ----------

                                                    $1,389,454      $  (80,722)
                                                    ==========      ==========

  The income tax provision is reconciled to the tax computed at statutory
    rates as follows:

                                                        Year ended June 30,
                                                    --------------------------
                                                       2002            2001
                                                    ----------      ----------

    Tax expense (benefit) at statutory rates        $1,223,604      $ (162,872)
    State income taxes, net of federal benefit         177,622         (36,407)
    Nondeductible expenses                               7,013          21,459
    Other                                                2,771           1,195
    Reduction of valuation allowance                  (121,216)           -
    Revision of prior year estimates                    99,660          95,903
                                                    ----------      ----------

                  Total expense (benefit)           $1,389,454      $  (80,722)
                                                    ==========      ==========
<PAGE>

                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE F - INCOME TAXES - CONTINUED

  During the year ended June 30, 2002, the Company reduced its valuation
  allowance provided for deferred taxes by $121,216.

NOTE G - COMMON STOCK

  Under its original Articles of Incorporation (the "Articles"), the
  Company was authorized to issue 1,964,448 shares of common stock. During 1999,
  the Articles were amended to eliminate the authority to issue 736,668 shares
  of Class A common stock for $1.45 a share. The remaining authorized stock is
  as follows:

  (a)     736,668 shares of no par value common stock to represent $8,500
          estimated value of land held by the Town of Atrisco;

  (b)     491,112 shares to be sold for a price to be determined by the Board
          of Directors, designated as Class B, $1 par value, common stock.
          The holders of no par value common stock have no preemptive rights to
          purchase Class B stock.

At June 30, 2002, 5,047 shares of no par value common stock, upon
judicial determination, can be distributed to stockholders of record as of the
date of incorporation.

There is no established market for the Company's common stock. At June
30, 2002, 714,342 shares of the Company's no par value common stock were issued
and outstanding. There are 5,047 shares of no par value common stock issuable;
1,872 shares which may be issued in connection with eliminating fractional
shares which resulted from the determinations made by the Court in the heirship
case and 3,175 shares which represent shares for which the Court in the heirship
case ruled that no incorporator or heirs existed. The Company also has
reacquired and canceled 17,279 shares of no par value common stock which have
been constructively retired. These shares have not been formally retired and, as
such, may be issuable to stockholders of record as of the date of incorporation.

During the year ended June 30, 1999, the Board of Directors approved
protection against takeover measures whereby a threat of change of three or more
directors in any one year would result in directors threatened with replacement
being granted an immediate Class B stock bonus of 5,000 shares if in office as a
director ten years or more, and 2,500 shares of Class B stock if in office as a
director for less than ten years. The maximum number of shares which could be
issued under this agreement at June 30, 2002 is 40,000 shares.

On May 1, 2002, the Board of Directors approved payment of a $.75 per
share dividend to be paid on July 8, 2002 to holders of record on June 7, 2002.
<PAGE>
                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE H - SEGMENT INFORMATION

  The Company operates primarily in two industry segments. They are as
    follows:

       Land    -       Operations involve the development and sale of tracts,
                       both residential and commercial.  In addition, included
                       are incidental revenues from leasing of grazing rights.

       Rentals -       Operations involve rentals from five single-tenant
                       retail store buildings and a portion of the Company's
                       office building.

  Financial information for each industry segment is summarized as follows:
<TABLE>
<CAPTION>
                                              2002                                                2001
                        --------------------------------------------------  --------------------------------------------------
                                                   General                                             General
                           Land       Rentals     corporate       Total        Land       Rentals     corporate       Total
                        ----------  ----------   -----------   -----------  ----------  -----------  -----------   -----------
<S>                     <C>         <C>          <C>           <C>           <C>        <C>          <C>           <C>
Revenues .............  $8,643,230  $ 1,218,396  $      --     $ 9,861,626  $2,020,990  $ 1,108,177  $      --     $ 3,129,167
Operating income .....   5,040,049      849,031   (1,633,220)    4,255,860     471,768      728,473   (1,031,133)      169,108
Interest income ......        --           --         89,183        89,183        --           --        141,122       141,122
Interest expense .....      36,601      725,482       14,857       776,940    (109,256)    (668,699)     (38,402)     (816,357)
Income tax expense
  (benefit)...........        --           --      1,389,454     1,389,454        --           --        (80,722)      (80,722)
Identifiable assets ..   8,430,648   11,733,884    3,815,225    23,979,757   8,913,781   12,061,614    2,890,531    23,865,926
Capital expenditures .        --           --         45,774        45,774        --      3,906,671        7,010     3,913,681
Depreciation .........        --        294,199       42,206       336,405        --        265,528       57,729       323,257
</TABLE>

General corporate assets consist primarily of cash, furniture, equipment
and a portion of an office building, of which the remaining portion is included
in rentals. Included in rental segment assets are equity method investments of
approximately $184,000 and $218,000 at June 30, 2002 and 2001, respectively.

NOTE I - BENEFIT PLANS

  The Company has certain defined contribution employee retirement plans
  that provide for employee and employer contributions. The Company's
  contribution expense for these plans was approximately $95,000 and $107,000
  for 2002 and 2001, respectively.

NOTE J - SALES TO MAJOR CUSTOMERS

  Sales to major customers are summarized as follows:

    During the year ended June 30, 2002, land sales to two customers
    individually accounted for 49% and 23% of total revenues.

    During the year ended June 30, 2001, land sales to two customers
    individually accounted for 35% and 19% of total revenues.
<PAGE>
                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE K - COMMITMENTS AND CONTINGENCIES

  The Company is engaged in various lawsuits either as plaintiff or
  defendant which have arisen in the conduct of its business which, in the
  opinion of management, based upon advice of counsel, would not have a material
  effect on the Company's financial position or operations. The Company also has
  certain claims asserted by other parties in conjunction with land development
  agreements totaling approximately $1.3 million with which the Company does not
  agree. The Company has paid approximately $130,000 and is disputing other
  charges. The Company has accrued approximately $300,000 at June 30, 2002 for
  what it believes are the only valid other charges to the Company. However,
  the ultimate amount paid for these claims, if any, is subject to change and
  management believes such claims may be settled by the conveyance of land to
  the claimee.

  The Company has entered into employment contracts with eight of its key
  officers and employees for periods from one to five years which are
  automatically renewed for one additional period. In the event of involuntary
  employee termination, these employees may receive from one to six times annual
  compensation. The remaining terms under the agreements range from one to
  eight-and-one-half years and the maximum salaries to be paid under the
  remaining contract periods are approximately $1,340,000.

NOTE L - RELATED PARTY TRANSACTIONS

  The note receivable - related party is from a joint venture partner, is
  payable in monthly installments of $1,000, including interest at 8.5%, and is
  collateralized by developed property. The note matures November 2014.

NOTE M - FINANCIAL INSTRUMENTS

  The following table includes various estimated fair value information,
  which pertains to the Company's financial instruments, and does not purport to
  represent the aggregate net fair value of the Company. The carrying amounts in
  the table are the amounts at which the financial instruments are reported in
  the financial statements.

  All of the Company's financial instruments are held for purposes other
  than trading.

  The following methods and assumptions were used to estimate the fair
  value of each class of financial instruments:

  1.      Cash and Cash Equivalents
          -------------------------

  The carrying amount approximates fair value because either the Company
  has the contractual right to receive immediate payment or because of short
  maturities.
<PAGE>
                        Westland Development Co., Inc.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2002 and 2001


NOTE M - FINANCIAL INSTRUMENTS - CONTINUED

  2.      Real Estate Contracts Receivable

  These notes receivable are generally collateralized by real estate and
  accrue interest at 9% to 9.5%. The fair value of real estate notes is based
  upon the present value of future cash flows using current interest rates.

  3.      Note Receivable - Related Party

  Note receivable - related party is valued at the present value of future
  cash flows based on the cur-rent rates at which similar loans would be made to
  borrowers with similar credit ratings.

  4.      Notes and Mortgages Payable

  The discounted amount of future cash flows using the Company's current
  incremental rate of bor-rowing for similar liabilities is used to estimate
  fair value.

  The carrying amounts and estimated fair values of the Company's
  financial instruments at June 30, 2002 are as follows:

                                                   Carrying       Estimated
                                                    amount        fair value

                                             ----------      ----------
    Financial assets
      Cash and cash equivalents                   $3,236,467      $3,236,467
      Real estate contracts receivable                45,424          45,424
      Note receivable - related party                 95,590         110,835
      Other receivables                                  292             292

    Financial liabilities
      Notes and mortgages payable                  8,786,281       9,280,669

..
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

Background Information for Officers and Directors:

Directors:
----------

Barbara Page, age 68, has been a Director, a member of the Executive Committee
and the Registrant's President and Chief Executive and Chief Financial Officer
since 1989. Ms. Page is a member of the Albuquerque Economic Forum, is a member
of National Association of Industrial and Office Properties, is a member of
Albuquerque Economic Development Inc., and is also a member of the Albuquerque
Chamber of Commerce, the Albuquerque West Side Association, the Albuquerque
Hispano Chamber of Commerce and New Mexico Home Builders Association. Ms. Page
also serves on the Advisory Board of Eclipse Aviation, a corporation whose
business is the development of a new executive type aircraft to be manufactured
on Albuquerque's West Side.

Polecarpio (Lee) Anaya, age 71, has been a Director, the Company's Executive
Vice President and Assistant Secretary/Treasurer since 1989. Mr. Anaya has
served as Chairman of the Executive Committee since 1989. Mr. Anaya served
as a member of the Town of Atrisco Board of Trustees from 1954 through 1959.
From 1958 until his retirement in March of 1996, Mr. Anaya owned and operated
Lee's Conoco and Lee's American Parts in Albuquerque.

Charles V. Pena, age 51, has been a Director since 1996.  He is a member of the
board of directors of El Campo Santo, Inc., and a member of the Company's
Disclaimer Committee. Mr. Pena retired from Safeway stores after 19 years in
that employment. During part of that time, he was a member of the Retail Clerk's
Union where he sat on two negotiating committees and twice ran for the
Presidency of the Union. Mr. Pena attended the University of New Mexico and the
University of Albuquerque, majoring in business courses. Since 1993, Mr. Pena
has owned and operated CJ's New Mexican Food Restaurant in Albuquerque,
New Mexico.

Sosimo Sanchez Padilla, age 72, is Chairman of the Board of Directors. Mr.
Padilla has served as a Director since 1971 and has been the Chairman of the
Board of Directors for the last nine years and is a member of the Company's
Executive Committee. Mr. Padilla has been retired from Albuquerque Publishing
Company for more than 13 years. Mr. Padilla has served on the State of New
Mexico Border Research Institute Support Council and National Association of
Industrial and Office Properties; was Chairman of the New Mexico Highway
Commission from 1982 to 1986; served as a Trustee for the University of
Albuquerque; also served as a Director of the Westside Albuquerque Chamber of
Commerce; the Greater Albuquerque Chamber of Commerce, and the Albuquerque
Hispano Chamber of Commerce. Mr. Padilla was a founder of and for more than 20
years served as a Director of the Bank of New Mexico. In March of 1995, he
became a Director of Rancher's State Bank. From 1996 to the present, he has
served as a Director of the Hispano Chamber of Commerce in Albuquerque.

Carlos Saavedra, age 76, has served as a Director since 1989.  Dr. Saavedra is
the Chairman of El Campo Santo, Inc., and of the Company's Disclaimer Committee.
 Dr. Saavedra served in the military during the Korean War and received an
honorable discharge from service. Dr. Saavedra has served as a member of the
Historic Research Committee for the Petroglyph National Monument, the National
Advisory Board on Child Nutrition, the Ethnic Heritage Studies Task Force, the
Board of Directors of the La Compania de Teatro de Alburquerque and the
Albuquerque Westside Coalition of Businesses. He holds degrees as follows: B.S.
in Education, M.A. in School Administration, Ed.S. in Bilingual Education, and
Ed.D. in linguistics. Until his retirement in 1985, he was employed as a
teacher, administrator and consultant for school systems in New Mexico, Colorado
and California, and served as a consultant to the Ministries of Education in
Caracas, Venezuela and Cochabamba, Bolivia.  Dr. Saavedra received a
Presidential Citation for Service Beyond the Call of Duty and is listed in the
Who's Who of American Education. From 1989 to 2000 Dr. Saavedra owned and
operated Aspen Country Florist in Albuquerque.

Joe S. Chavez, age 65, has served as a Director since 1995. He is a member of
the Company's Disclaimer Committee. Mr. Chavez served on the Petroglyph National
Monument Advisory Committee. For more than the past 5 years, Mr. Chavez has
been a co-owner of Regina's Dance Studio, a business specializing in the sale of
gymnastics equipment, costume and ballet apparel and coordination of dance
performances and other functions. Mr. Chavez was employed as a Sales Consultant
with Casey Luna Ford and for more than the past three years has been employed by
with Galles Chevrolet. Mr. Chavez was employed for 20 years by Kimbell Co., DBA
Foodway, as Manager Director of store operations. Mr. Chavez served in the
Naval Reserve as Front Line Operations, Hydraulics Structural-Line
Trouble Shooter.

David C. Armijo, age 85, has been a Director since 1976 and Secretary and
Treasurer since 1989. Mr. Armijo is President and Chairman of the Board of
California All Risk Insurance Agency, Inc., in Los Angeles, California. He has
served as a member of the Board of Directors of the Lockheed Martin Aircraft
Overseas Association, the San Gabriel Valley Medical Center, a Planning
Commissioner for the City of San Gabriel, California, and Chairman of the
Finance and Insurance Committee of the Garibaldina Society of California.
Mr. Armijo holds a Bachelor of Arts Degree in Business Administration from the
University of California at Berkeley.  During World War II, Mr. Armijo was
assigned as Civilian Technician to the Eighth Air Force in Europe, and
subsequently as Eastern Representative for Lockheed.  Mr. Armijo is a
licensed pilot. Mr. Armijo holds A&E Licenses as well as an Air Craft Radio
Telephone License.

Josie G. Castillo, age 70, has been a Director since 1984, and served as the
Company's Treasurer from 1985 to 1989. She is a member of the Company's
Executive Committee. From 1983 until her retirement in 1995, she was employed by
the Human Services Department of the State of New Mexico in Albuquerque, New
Mexico.

Carmel Chavez, age 83, has been a Director since 1967, the time of conversion
of the Town of Atrisco to Westland. He is one of the signers of the Proposal
for Conversion of Town of Atrisco to Westland Development Co., Inc. and was one
of the Company's incorporators. He is the Vice-Chairman of El Campo Santo, Inc.
and is a member of the Company's Executive Committee and Disclaimer Committee.
Until his retirement in 1983, Mr. Chavez had been employed for 27 years by the
Albuquerque Public Schools as head custodian.

Officers
--------

As stated above, Mr. Sosimo S. Padilla is the Chairman of the Board of
Directors, Ms. Barbara Page is the President, Chief Executive Officer and Chief
Financial Officer, Mr. Lee Anaya is the Executive Vice President and Assistant
Secretary/Treasurer, and Mr. David C. Armijo is the Secretary/Treasurer for the
Company. Other officers of the Company are the following:

Leroy J. Chavez, age 41 was appointed to the position of Vice President of
Development on April 26, 1996. The Company has employed Mr. Chavez since August
1984, with his primary responsibility being the supervision of engineering and
development related to the Company's properties. Mr. Chavez' responsibilities
include the development of the Company's projects as well as the planning and
zoning of its land holdings. Mr. Chavez holds a B.S. degree from the University
of New Mexico in Civil Engineering. He is also the qualifying party for the
Company's General Contractor's License.

Brent Lesley, age 42 was appointed to the position of Vice President of
Marketing on April 26, 1996. The Company has employed Mr. Lesley since May of
1986. Mr. Lesley's responsibilities are centered on the sale of real property,
from raw land to developed lots. Mr. Lesley's responsibilities also include
overseeing the acquisition of property for the Company's income property
portfolio and the procurement of project financing on both a construction and
permanent basis. Mr. Lesley holds a B.S. degree from Iowa State University and
an MBA degree from the University of New Mexico.

Fred Ambrogi, age 52, was appointed to the position of Vice President in the
Development Division on December 30, 1999. Mr. Ambrogi has been a Company
employee since February 1993. Mr. Ambrogi's responsibilities primarily focus on
the planning, design, oversight and coordination of specific Company development
projects, including the negotiation, oversight and coordination of project
related engineering and construction contracts. Mr. Ambrogi holds a B.F.A.
degree from the University of New Mexico in Architecture. He has more than 24
years of experience in land development.

Linda Blair, age 51, was appointed to the position of Vice President in 2002.
Ms. Blair has been with the Company since 1985.  She is the Company's Office
Manager and she has the responsibility of managing the Company's three
cemeteries.  Ms. Blair graduated from Kent State University in 1972 with a B.A.
degree in Spanish and Sociology.

Family relationships
--------------------

None of the Directors, nominees or other Officers of the Company is related (as
first cousins or closer) by blood, marriage or adoption to any other Director,
nominee, or Officer.

Meetings of the Board
---------------------

The Board holds regular meetings monthly and special meetings as the business of
the Company requires. During the past fiscal year the Board held 12 regular
meetings, and one special meeting. All Board members attended at least 85% of
the meetings.

Executive Committee
-------------------

The Executive Committee consists of Sosimo Sanchez Padilla, Polecarpio (Lee)
Anaya, Barbara Page, Josie Castillo and Carmel Chavez, with an alternate being
Carlos Saavedra. Pursuant to the Company's Bylaws, the Executive Committee
performs those functions delegated to it by the Board. The Executive Committee
did not meet during the past fiscal year. All financial reports, including audit
reports are reviewed by the entire board.

Audit Committee
---------------

Members of the Audit Committee are Dr. Carlos Saavedra and Mrs. Josie G.
Castillo. The Audit Committee was only recently established and did not meet
during the past fiscal year.

Insider Transfer Committee
--------------------------

Westland has established a committee of  its Board of Directors to review for
airness the purchase or sale of its stock by board members of other insiders.
Members of this Committee are Joe S. Chavez, Charles V. Pena, and Josie G.
Castillo.

The Company has no committees other than the Executive and Audit Committees.

El Campo Santo, Inc.
--------------------

Dr. Saavedra, Carmel Chavez and Charles Pena also serve as Directors and Lee
Anaya serves as an alternate Director of El Campo Santo, Inc., a wholly owned
non-profit corporation that owns, manages and operates 3 cemeteries maintained
by the Company.  Dr. Saavedra and Mr. Chavez also serve as Chairman and Vice
Chairman, respectively. These Directors held four meetings during the year,
which were attended by all Board members.

ITEM 10:  EXECUTIVE COMPENSATION

The following table sets forth the compensation for the fiscal year ended June
30, 2002, 2001 and 2000, including bonuses and deferred cash compensation (if
any), of the certain Directors, the Company's Chief Executive Officer and the
three other highest paid executive officers:

SUMMARY COMPENSATION TABLE

Annual Compensation
                                                         (e)           (i)
(a)                             (b)     (c)     (d)     Other
Name and                                                Annual        other
Principal                             Salary   Bonus Compensation  Compensation
Position                       Year    ($)    ($)(1)     ($)           ($)
--------                       ----  -------  ------    ------        ------
Barbara Page (1) ............  2002  110,000    --      13,967        93,015
 President, CEO and Director   2001  110,000    --      13,967        26,878
                               2000  110,000    --      13,951        29,378

Polecarpio (Lee) Anaya (1)(2)  2002     --      --      47,776          --
 Executive Vice President ...  2001     --      --      47,756          --
    and Director ............  2000     --      --      47,756          --

Sosimo  S. Padilla(1)(2) ....  2002     --      --      47,776          --
  Chairman  of the Board ....  2001     --      --      47,756          --
     of Directors ...........  2000     --      --      47,756          --

David C. Armijo(1) ..........  2002     --      --      18,276          --
 Secretary and Director .....  2001     --      --      18,276          --
                               2000     --      --      20,556          --

-----------------
1) Mr. Padilla, Mr. Anaya, Mr. Armijo and Dr. Saavedra are each paid a
   Director's fee of $1,400 per month. Ms. Page and each of  the Company's
   other Directors are paid a Director's fee of $1,100 per month.
2) Mr. Padilla and Mr. Anaya are each paid $30,000 per year pursuant to
   consulting agreements.
3) Includes premiums paid on insurance policies owned by Ms. Page and value of
   personal use of a company vehicle.

No executive officer except Ms. Page received $100,000 or more in total annual
compensation and bonuses during the past three fiscal years.

There were no options issued or outstanding at any time during the fiscal year
relating to the purchase of shares of any Class of the Company's securities by
members of the Board of Directors.

The Company has no long-term compensation arrangements with its directors other
than those discussed herein.

Employment and Consulting Arrangements with Current Officers:

Since December of 1991 Ms. Page has been employed as the Company's President
under a renewable five-year employment agreement. If Ms. Page is involuntarily
terminated during the term of the agreement she shall be paid, in addition to
any salary earned to the date of such termination, an amount of cash equal to
six times the amount of her annual salary on the date of termination.

Mr. Padilla, the Company's Chairman, and Mr. Anaya, the Company's Executive
Vice President, are each paid $30,000 per year for their services to the
Company under renewable five year consulting agreements. If either Mr. Padilla's
or Mr. Anaya's consulting agreement is involuntarily terminated during the term
of the agreement, the person so terminated shall be paid an amount of cash
equal to six times the annual compensation rate then in effect under the
contract.

Pension Plan:

Effective January 1, 1997, the Company established a Money Purchase Profit
Sharing Deferred Compensation Plan (the "97 Plan") and abandoned the SEP-IRA
plan, which it had established in 1991. No payments were made to the abandoned
plan after fiscal 1997. Under the '97 Plan, the Company contributes up to 15% of
the aggregate earnings of participating employees. During fiscal 2000, 2001 and
2002 $88,831, $107,078 and $94,819, respectively, were contributed by the
Company pursuant to the '97 Plan.

Ms. Page, Mr. Leroy J. Chavez, Mr. Lesley, Mr. Ambrogi and Ms. Blair participat
in all employee benefit plans and Mr. Chavez, Mr. Lesley, Mr. Ambrogi and Ms.
Blair participate in any employee bonuses, which may be declared by the Board
of Directors.

Each of Westland's Vice Presidents also have one year agreements with the
Company providing that if they are involuntarily terminated each of them will be
paid an amount equal to one year's salary.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 15, 2002, the beneficial
ownership of No Par Value Stock and Class B Stock by Director of the Company and
by all officers and Directors as a group. The information as to beneficial stock
ownership is based on data furnished by each person. Each person has sole voting
and investment power as to all shares unless otherwise indicated. No person is
known by the Company to own beneficially 5% or more of its issued and
outstanding equity securities.



                                   NO PAR SHARES            CLASS B SHARES
                                   -------------            --------------
                                 Amount      Percent      Amount      Percent
                                  and          of          and          of
                               Nature of      Class     Nature of      Class
                               Beneficial  Beneficially Beneficial  Beneficially
                               Ownership      Owned     Ownership   Owned (1)(2)
                               ---------      -----     ---------   ------------
CLASS "A" DIRECTORS

Barbara Page                    2,647            *       11,800(2)      13.71
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121

Polecarpio (Lee) Anaya             70            *          500(2)       *
1815 Sunset Gardens Rd., S.W.
Albuquerque, N.M. 87105

Charles V. Pena                   100            *          500          *
2312 Britt St., N.E.
Albuquerque, N.M. 87112

CLASS "B" DIRECTORS

Sosimo S. Padilla               2,308(3)         *       20,700        24.04
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121

Joe S. Chavez                     250            *          200          *
3901 Donald Rd., S.W.
Albuquerque, N.M. 87105

Carlos Saavedra                   141            *         *             *
220 Tohatchi, N.W.
Albuquerque, N.M. 87104

CLASS "C" DIRECTORS (1)

David C. Armijo                 3,132            *        5,000         5.81
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121

Josie Castillo                    738            *       10,000        11.61
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121

Carmel Chavez                     617            *        5,700         6.62
401 Coors Blvd., N.W.
Albuquerque, N.M. 87121

OFFICERS:

Leroy J. Chavez (4)              *               *         *             *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121

Brent Lesley (4)                 *               *         *             *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121


Fred Ambrogi (4)                 *               *         *             *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121

Linda Blair (4)                  *               *         *             *
401 Coors Blvd., N.W.
Albuquerque, New Mexico 87121

Directors and Officers
  as a group (13 people)       10,003(1-3,*) 1.4 (1-3,5) 54,400       63.18
-------------
1) Each of the Class C Directors is a Management's nominee for Director at the
   Annual Meeting of Shareholders.
2) In July of 2001, Ms. Page purchased 1000 Class B shares from Mr. Anaya and in
   April of 2002 she purchased an additional 500 Class B shares from Mr. Anaya.
3) Of which, 46 shares are owned by Mr. Padilla's wife.
4) These officers are not lineal descendants of an incorporator of the Town of
   Atrisco, New Mexico, and cannot own Company's shares.
*  Represents less than 1% of the issued No Par Value common shares. The total
   of all of the No Par Shares and Class B Shares owned by the Company's
   Officers and Directors as a group is approximately 8.12% of all such shares
   that might be voted at the Annual Meeting of Shareholders.


Beneficial Ownership Reporting Requirements.

All Directors timely filed all required Forms 4 relating to and acquisition or
disposition of shares during the year.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 1990, the Company appointed Mr. David C. Armijo's California
all-risk agency as its broker to obtain all of the Company's insurance. Mr.
Armijo has held a non-resident broker's license to sell insurance in the State
of New Mexico since 1962. That agency received a total of $5,200 in commissions
for the placement of the Company's insurance in fiscal 2002.

During fiscal 2000 the Company paid Dr. Carlos Saavedra $3,500 for lobbying
before the New Mexico Legislature on behalf of the Company. No subsequent
payments have been made for such activities, although the Company has reimbursed
management for their out of pocket expenses for such efforts on behalf of the
Company.

Mr. Padilla, Mr. Anaya, Dr. Saavedra and Mr. Armijo were paid Director's fees
of $1,400 per month and each other Director received a Director's fee of $1,100
per month.

In 1995, the Company purchased for Ms. Page a $500,000 insurance policy on her
life with the beneficiaries being Ms. Page's heirs. Since 1995, the Company paid
a total of $189,600 in premiums which were expensed by the Comapny in the year
of premium payment. The premiums have been included as compensation to
Ms. Page and are reported herein in the discussion of Ms. Page's total
compensation appearing the Summary Compensation Table.

For a number of years, the Company has owned a membership in the Albuquerque
Country Club which has been used by Mr. Padilla for Company business. During the
time that Mr. Padilla has used the membership, he has incurred certain expenses
that have not been supported by receipts as being for Company business. The
total of those charges over the past five years has been $6,379. The Company has
tried to sell this membership, but has not been able to find a buyer.

PART IV

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

1. Financial Statements:

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

2.  Exhibits:

3.  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.

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. .

Computation of Per Earnings:

11. 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, 2002.

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

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

Date: September 26, 2002
      ----------------------
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 26, 2002
      ----------------------


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 26, 2002
      ----------------------


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

Date: September 26, 2002
      ----------------------


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

Date: September 26, 2002
      ----------------------


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

Date: September 26, 2002
      ----------------------


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

Date: September 26, 2002
      ----------------------


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

Date: September 26, 2002
      ----------------------


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

Date: September 26, 2002
      ----------------------


By:   Corlos Saavedra
      ----------------------
      Carlos Saavedra, Director

Date: September 26, 2002
      ----------------------


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

Date: September 26, 2002
      ----------------------



Certification

I,  Barbara Page, the principal executive and financial officer, of
Westland Development Co., Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of Westland Development
Co., Inc., SEC file No 0-7775;

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

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


Date: September 26, 2002
                                Barbara Page
                                ----------------------------------
                                Barbara Page,  principal executive
                                and financial officer
                                [Signature]             [Title]

There are no other certifying officers.