UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

For the fiscal year ended June 30, 2000

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

Commission File Number: 0-7775

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

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

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

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

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

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

         No Par Value Common Stock
         -------------------------
         (Title of Class)

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

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

State issuer's revenues for its most recent fiscal year: $7,355,024.

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 1, 2000,  there were 705,290 No Par Value Common  shares and 30,700
Class B shares owned by non-affiliates.  The stock was sold on September 1, 2000
for $22 per share.  Thus the aggregate  market value of the voting stock held by
non-affiliates was $16,191,780.

The number of shares  outstanding of each of Westland's classes of common stock,
as of September 1, 2000, was:

        No Par Value Common:            715,293 shares.
        Class B $1.00 Par Value:         86,100 shares.

DOCUMENTS  INCORPORATED BY REFERENCE:

1) Proxy  statement and Proxy for Annual  Meeting of  Shareholders  for the year
ended June 30, 2000.  2) Annual Report to  shareholders  for the year ended June
30, 2000.


<PAGE>


                                     PART I

ITEM 1:  DESCRIPTION OF BUSINESS

I. 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,  N.W.,  Albuquerque,  New Mexico, 87121, telephone (505) 831-9600, on
land which was originally part of the Atrisco Land Grant.

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

In 1998 the City of  Albuquerque  and the  County of  Bernalillo  finalized  the
approval of a master plan for development of 6,400 acres of Westland's land. For
Westland  to  begin  developing  or  selling  land  within  this  planned  area,
Albuquerque  must make available the required  utilities.  The City and Westland
have reached a  pre-annexation  agreement  through which the City will annex the
initial 1,665 acres and Westland is to furnish sewer and water  utilities to the
initial 1,665 acres . The lands within the master plan area have been segregated
by Westland for development.

As previously stated, for Westland to be able to develop the Master Plan area it
must make  provision  for utilities  that do not  presently  exist on any of the
Master Planned lands.  Westland has agreed that it will bear the initial cost of
the major water and sewer  infrastructure to the initial 1,665 acres,  which are
now  estimated  to be as  much  as  $10,000,000.  An  additional  $5,000,000  to
$10,000,000  will  also  be  required  for  standard   development  costs.  When
completed,  Westland  will convey the utilities to the City.  Although  Westland
must advance the cost of the  utilities,  it will recover  those costs through a
"hook-up"  fee  that  will be  charged  to each lot  sold in the  annexed  area.
Depending  upon the growth of  development  in this area, it may take 15 or more
years for Westland to recover these costs.

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

Management   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.

II. Status of Westland's  Business.
-----------------------------------

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 the  introduction  of the Petroglyph
National Monument,  have now been substantially developed and sold. As discussed
above,  the new Master  Plan  encompasses  approximately  6,400 acres in an area
located  north of I-40,  between  Unser and Paseo del  Volcan.  Initial  utility
development  of Phase I of the  Master  Planned  area  should  begin in the next
fiscal year, depending upon available funding.

A. Oil and Gas and Grazing Leases.
----------------------------------

Approximately 57,000 acres of Westland's land is not planned for development and
55,139 acres are leased to non-affiliated  people for cattle grazing. The leases
provided revenue of approximately $22,000 in fiscal 2000. Because of the extreme
drought in the area,  Westland has granted rent abatements to the tenant in both
of the last two fiscal years.

On June 6, 2000,  Westland granted an oil and gas lease on  approximately  6,365
acres to an exploration corporation.  The lessee paid Westland a rental bonus of
$9,547 in consideration of the lease. Management is not aware of any drilling or
other  activities  having been  conducted on the  property by the lessee  during
since the date of the lease.

Westland  also owns and leases  certain  commercial  buildings  at an  aggregate
annual rental of $840,000 (See "Revenue Producing Properties).

B. Development Properties.
--------------------------

As of June 30,  2000,  Westland  continued  to own  approximately  175  acres of
developed and unsold land. The effort of Westland and its staff is being devoted
to the  implementation  of the new Master Plan at the earliest  possible date. A
summary of Westland Master Plan is as follows:

C. Westland Master Plan.
------------------------

Westland's  new Master Plan covers  approximately  6,400 acres  located north of
Interstate  40 and  south of the area  designated  for the  Petroglyph  National
Monument,  west of Unser  Boulevard.  Westland and the City of Albuquerque  have
agreed on the conditions through which the City will annex the first 1,665 acres
in the Master  Plan area and  Westland  will begin  introducing  water and sewer
utilities to the portions of land that will be initially developed. As discussed
above,  Westland has agreed to pay the cost of water and sewer  utilities to the
land with its costs being  recovered  over time through  hook-up fees.  Westland
anticipates  paying the costs  incurred  to furnish  these  utilities  through a
combination  of borrowing  and use of portions of its income.  In addition,  any
water rights now owned or  subsequently  acquired by Westland in the 6,400 acres
of the master planned area must be assigned to the City for only the 1,665 acres
of the master planned area to which the City supplies water and sewer service.

It  is  anticipated  that  there  are  no  insurmountable  obstacles  remaining,
including acquiring the necessary  financing,  to begin of the implementation of
the Master Plan.  Management  expects that the first sale of lands in the master
planned area will occur in the next fiscal year, barring unforeseen delays.

D. Other Projects.
------------------

1.  Volcano Business Park.

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. As of August 1, 2000, the facility was
substantially  occupied.  During the year, the facility was expanded  storage of
motor vehicles and boats.

2. Project Development.

  (a) North Tract

      The Company 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.  The  Company  has
      undertaken the subdivision  planning,  design and approval process for 290
      single-family lots in a six-phase project presently called the Painted Sky
      Subdivision. The Company and Mesa Golf of Dallas, Texas, recently obtained
      approval  for a 27  hole  golf  course  community  located  on  500  acres
      adjoining the  Petroglyph  National  Monument  within the Sector Plan area
      from  the  City  of  Albuquerque's   Environmental   Planning  Commission.
      Unfortunately  the City's  approval  was  appealed by Mr. Jaime Chavez "on
      behalf  of  concerned  Atrisco  Land  Grant  heirs"  in the  name of Water
      Information  Network.  The appeal may delay the golf course  project,  and
      possibly  the Sector Plan area's  development,  increase  expenses for the
      Company, and damage the Company's reputation.

      The Company is also developing  three  additional  subdivisions in an area
      west of Unser  Blvd.  And North of I-40 east of the Master  planned  area.
      Sales of lots in one or more of these  three  newly  developing  areas are
      anticipated to begin during the current fiscal year.

  (b) South Tract

      During  fiscal 2000 the Company  sold 100 acres of land  located  near the
      proposed extension of Rio Bravo Blvd. to a manufactured  housing community
      developer.  In  addition,   during  fiscal  year  2000  Bernalillo  County
      commenced  construction  of the  connection of Rio Bravo Blvd.  from Coors
      S.W. to Paseo del Volcan S.W.  Completion  of the  connection of Rio Bravo
      from Coors to Paseo del Volcan is  anticipated by the end of calendar year
      2000.

3.  Recreation Complex

Westland  previously  reported  that  in  1994 it  entered  into a  lease/option
arrangement  related to  approximately  100 acres located north of I-40 on Paseo
del Volcan.  Westland took possession and ownership of the facility in 1997 as a
result of default in the terms of the  lease/option.  The Park  contains a fully
developed recreation and softball complex.

4.  Education and Community Projects

Westland  has a  continuing  corporate  program of  donating  land or  otherwise
assisting in projects that its management  believes have a long term  beneficial
effect to the  development  and furtherance of the educational and health of the
community and citizens.  As previously reported,  Westland has donated lands for
the purpose of building schools,  churches,  and health care facilities.  During
fiscal 1999, Westland donated approximately fifty acres to YES Housing,  Inc., a
nonprofit corporation,  for the purpose of construction of a facility devoted to
the housing and  employment  of  mentally  ill  citizens.  During  fiscal  2000,
Westland  received  no  requests  for  assistance  through  the  grant  of land.
Management will continue to review all requests of a similar nature to determine
the merits, on a case by case basis, of future requests for similar donations.

5.  Land Sales

Westland has, in the last year, completed 28 transactions totaling approximately
235 acres.

6.   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.

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,  $1,729,442  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,  $693,358 of which is subject to a Mortgage upon which Westland must
make monthly  payments of $6,893.  This building has been leased to Circuit City
Stores for a term of 10 years at an  escalating  rental  beginning  at $4.25 per
square foot the first year and  increasing in stages to $5.55 per square foot in
the tenth year.  The lessee has also been  granted the right to extend the lease
for two  additional 5 year terms at  escalating  rental rates during each of the
years of any extended term. The current rent is $9,804 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 $2,613,731  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 $915,820
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.

Current Real Estate Market Conditions

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

Competition
-----------

Westland's  industrial  parks - The Atrisco Urban Center,  Volcano Business Park
and Ladera  Industrial Park compete with other business and industrial  parks in
the Albuquerque area, including some that are more established and some that are
located nearer the major population centers of Albuquerque.

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

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

Employees
---------

As of June 30, 2000,  Westland had ten full-time and seven part-time  employees.
Westland's president, who is also a director, is a full time employee.  Westland
also had  contractual  relationships  with other  individuals,  including two of
Westland's officers and directors, who provided various services to the Company.

Government Regulations
----------------------

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

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

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

A mandate by the State Legislature for  implementation of Impact Fees may result
in  Westland's  lands  being  disadvantaged  because  the fees that  surrounding
counties  charge may be less than those that will be charged by Albuquerque  and
Bernalillo  County.  Bernalillo  County  began  the  assessment  of such fees on
January 1, 1996, but Albuquerque has not yet implemented the fees. Westland does
not  believe  that these fees will fees  adversely  impact its  business  in any
material way.

Availability of Water and Municipal Services.
--------------------------------------------

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

Under present annexation policies of the City of Albuquerque,  annexation to the
City of Albuquerque of portions of Westland's  land is a requirement by the City
before it will extend water and sewer  services  within a  reasonable  period of
time after annexation.  However,  the cost of water distribution and sewer lines
would have to be borne by the  developer,  or by  subsequent  purchasers  of the
annexed portions. The City and Westland have now reached the agreement discussed
above relating to provisions  for utility  services to the Master Plan lands and
annexation by the City.

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

Other Factors Affecting Development of Westland's Land
------------------------------------------------------

Various activist groups, as well as neighborhood organizations occasionally take
actions,   which  have,  to  some  extent,  delayed  Westland's  plans  for  the
development of some of its lands.  The most recent of these is the appeal by Mr.
Chavez to the EPC of Westland's proposed golf course  development.  Two activist
groups filed appeals with the City of Albuquerque  related to Westland's  Master
Plan. However, the Master Plan was upheld with only minor modifications.

ITEM 2:  DESCRIPTION OF PROPERTIES

The major  physical  assets owned by Westland are its land which is owned in fee
simple.  The  land  is  mostly  comprised  of  approximately   59,000  acres  of
undeveloped land held for long-term  investment.  Approximately  6,400 acres are
located in Westland's Master Plan area.

Westland  also  owns  the  Atrisco  Urban  Center  office  building,  comprising
approximately 11,097 square feet, 4,166 of which is leased to Bank of America at
a monthly  rental of $5,022,  while the  remainder  is used by Westland  for its
executive  offices.  This  building is not  mortgaged.  Westland  also owns four
commercial  buildings  that are  leased to  others  and is a 50% owner of a self
storage facility. See "Item 1. Business - Reinvestment Properties."

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

Westland and other  landowners and developers  (the Northwest Loop  Association)
dedicated  land and have paid a portion  of the design  costs for the  Northwest
Loop,  which has been approved by the New Mexico State Highway  Commission.  The
Northwest Loop will extend for  approximately 39 miles and will connect I-40 and
1-25, through New Mexico State Highway 44, and will cross the western portion of
Westland's land within the Rio Puerco valley. In 1995 Westland donated 169 acres
for development of the Northwest  Loop.  Completion of the Northwest Loop is not
expected for 15 to 20 years.  Most of Westland's  land is remote and not readily
accessible,  not serviced by utilities,  and Westland  believes that the bulk of
its land will not be available for development in the foreseeable future.

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, 2000.

                                     PART II

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

Information  required by this item is  incorporated  by reference to the item in
Westland's  Annual  Report to  Shareholders  for the year  ended  June 30,  2000
entitled  "Market Price and  Dividends on  Westland's  Common Equity and Related
Stockholder Matters."

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

The  information  required by this item is incorporated by reference to the item
in Westland's  Annual Report to Shareholders  for the fiscal year ended June 30,
2000 entitled  "Management's  Discussion and Analysis of Financial Condition and
Results of Operations."

ITEM 7:  FINANCIAL STATEMENTS

The  information  required  by this item is  incorporated  by  reference  to the
Financial  Statements in Westland's Annual Report to Shareholders for the fiscal
year ended June 30, 2000 which is attached as exhibit 13 to this report.

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

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

                                    PART III

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

The information  required by this item is incorporated by reference to the items
in  Westland's  definitive  Proxy  Statement  for the October 20,  2000,  Annual
Meeting of  Shareholders  entitled  "Election of Directors"  and  "Directors and
Executive  Officers".  All reports required by Section 16(a) of the Exchange Act
to be filed during the fiscal year were filed.

ITEM 10:  EXECUTIVE COMPENSATION

The  information  required by this item is incorporated by reference to the item
in  Westland's  Definitive  Proxy  Statement  for the October 20,  2000,  Annual
Meeting of Shareholders entitled "Executive Compensation".

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required by this item is incorporated by reference to the item
in  Westland's  Definitive  Proxy  Statement  for the October 20,  2000,  Annual
Meeting of  Shareholders  entitled  "Voting  Securities  and  Principal  Holders
Thereof".

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required by this item is incorporated by reference to the item
in  Westland's  Definitive  Proxy  Statement  for the October 20,  2000,  Annual
Meeting of  Shareholders  entitled  "Voting  Securities  and  Principal  Holders
Thereof" and "Executive Compensation".

                                     PART IV

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

1. Financial  Statements,  incorporated by reference to Westland's Annual Report
to Shareholders for each of the two years ended June 30, 1999 and 2000:

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

2.  Exhibits:

Exhibit

(3) Articles of Incorporation and Bylaws:

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

(3)(ii)  Restated  Bylaws filed as an exhibit with  Westland's  Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1993.

(10) Material Contracts:

(10.1)  Consulting  Agreement with Sosimo  Padilla,  dated December 18, 1992, as
filed with  Westland's  Annual  Report on Form  10-KSB for the fiscal year ended
June 30, 1993, and incorporated herein by reference.

(10.2)  Consulting  Agreement with  Polecarpio  (Lee) Anaya,  dated December 18,
1992, as filed with Westland's  Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1993, and incorporated herein by reference.

(10.3) Employment Agreement with Barbara Page, dated December 18, 1992, as filed
with Westland's  Annual Report on Form 10-KSB for the fiscal year ended June 30,
1993, and incorporated herein by reference.

(10.4)Lease  Agreement dated April 25, 1994, between Central Avenue Partners and
Walgreen  Co.,  as filed with  Westland's  Annual  Report on Form 10-KSB for the
fiscal year ended June 30, 1998, and incorporated herein by reference.

(10.5) Assignment of Lease dated April 20, 1995, from Central Avenue Partners to
Westland,  as filed with the'  Westland's  Annual  Report on Form 10-KSB for the
fiscal year ended June 30, 1995, and incorporated herein by reference.

(10.6)  Lease  Agreement  dated March 14, 1995,  between  George  Brunacini  and
Jeannette  Brunacini  and Circuit City Stores,  Inc.,  as filed with  Westland's
Annual  Report on Form  10-KSB for the fiscal  year  ended  June 30,  1995,  and
incorporated herein by reference.

(10.7)  Assignment  of Lease  dated June 28,  1995,  from George  Brunacini  and
Jeannette Brunacini to Westland,  as filed with Westland's Annual Report on Form
10-KSB for the  fiscal  year ended June 30,  1995,  and  incorporated  herein by
reference.

(10.8) Lease  Agreement  dated March 19, 1996,  between C.A.P.  II, a New Mexico
general partnership, and Walgreen Co., as filed with Westland's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1996, and incorporated  herein by
reference. (10.9) Assignment of Lease dated June 21, 1996, from C.A.P. II, a New
Mexico general partnership,  to Westland, as filed with Westland's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1996, and incorporated  herein
by reference.

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

(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, 2000.

Annual Report to Shareholders for the Fiscal year ended June 30, 2000.

Subsidiaries of Westland:

Westland has the following subsidiaries:

                  Name                           State of Incorporation

     El Campo Santo, Inc                         New Mexico - non-profit
     Westland Community Services, Inc            New Mexico - non-profit

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

(b)  Reports on Form 8-K:

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

                                   SIGNATURES

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

WESTLAND DEVELOPMENT CO., INC.

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

Date: September 6, 2000

In  accordance  with the  Exchange  Act,  this report has been  signed  below by
thefollowing  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 6, 2000


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 6, 2000



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

Date: September 6, 2000

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

Date: September 6, 2000



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

Date: September 6, 2000



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

Date: September 6, 2000


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

Date: September 6, 2000



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

Date: September 6, 2000



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

Date: September 6, 2000



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

Date:  September 6, 2000


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