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, 1997

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

Commission File Number:  0-7775

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

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

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

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

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

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

No Par Value Common Stock
(Title of Class)

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

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

State issuer's revenues for its most recent fiscal year: $4,280,351

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: $8,154,586

The number of shares  outstanding of each of the Registrant's  classes of common
stock, as of August 20, 1997, was:

          No Par Value Common:     716,608 shares.
          Class A $1.00 Par Value: none.
          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
("Registrant"),  is the successor to a community  land grant  corporation  named
Town of Atrisco,  which itself was a successor to a Spanish community land grant
named the Atrisco Land Grant.  Information  concerning the historical background
of these  predecessor  organizations and the conversion in 1967 from a community
land  grant  corporation  into  a  business  corporation  can  be  found  in the
Registrant's  Form 10 and its Form 10-K for the fiscal year ended June 30, 1974.
With limited  exceptions,  only lineal  descendants of the  incorporators of the
Town of Atrisco, New Mexico, may own shares of the Registrant's Common Stock.

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

The Registrant is the owner of approximately 59,000 acres of land located on the
west side of Albuquerque, New Mexico. Most of its property is held for long term
investment  and is not  currently  marketed nor planned for  development  in the
foreseeable  future,  and is devoted to the  grazing of cattle.  The  Registrant
derives revenues  through  commercial and land leases,  partnerships  formed for
various development projects, lot development and sales and land sales.

As of August 15, 1997,  approximately 245 acres of the Registrant's land located
on the  west  side of the  City of  Albuquerque,  New  Mexico  which  have  been
segregated for development remain to be sold.

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

Narrative Description of Business.

The  Registrant  previously  developed six master plans for the  development  of
certain of its properties. Each such plan encompassed approximately 600 to 1,000
acres and are identified as Atrisco Urban Center and El Rancho Atrisco, Phases I
through  V.  Portions  of  Phases  I and IV have  been  developed  and  sold and
development  of Phase V master plan was  abandoned due the  introduction  of the
Petroglyph  National Monument.  A revised master plan for the area between Unser
and Paseo del Volcan was initiated in 1994 and approved by Bernalillo  County in
July of 1997.

On July 1, 1997,  the Bernalillo  County  Commission  approved the  Registrant's
Master Plan for the  development of  approximately  6,400 acres of its land. The
County previously had approved a Memorandum of Understanding with the Registrant
relating to the  development  of a County owned and operated  water  utility and
sewer  system  to serve the lands  within  the  Master  Plan  area.  The City of
Albuquerque has attempted to exercise  extra-territorial  planning  jurisdiction
over the Master Plan, but the Registrant believes, and has so informed the City,
that because the City failed to act within the statutorily  permitted time after
the date of the  filing of the  Registrant's  Master  Plan with the City for its
review, the Master Plan was approved.  Additional  discussion of the Master Plan
is included  hereinafter  at those  locations  where such  discussion  is deemed
appropriate.

Oil and Gas, Grazing and Other Leases.  

Approximately  58,000  acres  of  the  Registrant's  land  is  not  planned  for
development and is leased to unaffiliated  people for grazing cattle. The leases
provided rental income of approximately $167,000 in fiscal 1997. During the year
the  Registrant  agreed to certain rent  abatements for its leased grazing lands
because of a prolonged drought that severely limited the productive  capacity of
the land.

The Registrant has leased  approximately  8,500 acres under an oil and gas lease
upon which it receives annual rental of approximately $2.50 per acre. The lessee
has  notified the  Registrant  that it intends to drill an  exploratory  well in
September, 1997.

The Registrant also owns and leases certain commercial  buildings which produced
rental revenue of $621,000 in 1997. (See "Reinvestment Properties").

Development Properties.

As of June 30, 1997, the Registrant  continued to own approximately 250 acres of
a total of 1,600 acres  which it  developed  and sold over the last 16 years.  A
summary of this acreage is as follows:

a) Atrisco Urban Center

1).  Atrisco  Urban  Center   Development   and  Sales.   The  Registrant   owns
approximately  40 acres within this center and  continues to work with end users
to develop additional  projects.  A senior citizen's center,  five manufacturing
facilities,  a warehouse facility,  an office building,  a police substation,  a
retirement community, a 400-unit apartment complex, gas station and car wash are
among the  projects  currently  located in the Center.  See items number 3 and 4
below for a discussion of last years developed projects.

2) Atrisco  Urban Center  Rental  Properties.  The  Registrant  owns a two-story
office   building  in  the  Atrisco  Urban   Center.   The  entire  first  floor
(approximately  5,057  square feet of rentable  space) is leased to Nations Bank
(formerly Sunwest Bank of Albuquerque, N.A.) for use as a branch bank for a term
ending in  October  1999.  The  Registrant  occupies  the  second  floor of this
building.

3) Cedar Ridge Estates Subdivision.  The Registrant owns a 26 acre tract located
within  the  Atrisco  Urban  Center  zoned  for  a  single  family   residential
subdivision  called Cedar Ridge Estates  Phases II and III. The  Registrant  has
completed   development   of  and  has  sold  the  first  phase   consisting  of
approximately  11 acres and 57 lots.  During  fiscal 1995 a Builder  executed an
option agreement for the purchase of those developed lots upon which the builder
is  constructing  homes priced from  $100,000 to $120,000.  The  Registrant  has
platted and completed construction of Phase II, but has not yet sold the lots.

4) Assisted Living Development Corporation.  The Registrant is a Limited Partner
in a  partnership which  has built  and  owns  a housing  facility  for  persons
in need of some care but who are otherwise  ambulatory.  The 40 unit complex was
opened in March of 1997, and occupancy advertised through Albuquerque newspapers
since that time. The Registrant was recently made aware that the Partnership was
in default of the  payment  terms of its  construction  money  mortgage,  that a
foreclosure  action has been  commenced by the  construction  lender and that it
might not be able to secure permanent financing.  The Registrant's investment in
the Limited Partnership  consists of approximately  $160,000 plus land valued at
$260,000.  The  total  value of the  investment  was  expensed  in prior  years.
Management  has not  determined  whether  it would be in the  Registrant's  best
interest to bid to acquire the  facility  if it is sold at  foreclosure.  Such a
purchase would be for  approximately  $1,500,000 and Management is not sure that
the project would be sufficiently profitable to warrant the purchase.

b.  Master Plan. 

1) The  Registrant  prepared a master  development  plan covering  approximately
6,400 acres  which it planned to have  annexed to the City of  Albuquerque.  The
master plan is located north of  Interstate 40 and south of the area  designated
for the Petroglyph National Monument.  The Registrant  initially filed this plan
with the City of Albuquerque,  but due to the City's  inability or unwillingness
to guarantee  the  availability  of water and sewer service to the property in a
timely manner,  the plan was withdrawn from the City and submitted to Bernalillo
County.  The County has entered  into a  memorandum  of  understanding  with the
Registrant  that it will  furnish the required  services.  A test water well has
recently been  completed and the utilities are now in  engineering  analysis and
design stages.

c. ERA Phase II; Volcano Business Park.  

Volcano  Business Park consists of  approximately  22 acres zoned for industrial
park uses of which 11 acres have been  platted and  developed  into 9 lots.  The
Registrant  has  entered  into  a  partnership   arrangement  through  which  it
supervised construction, management and owns 50% of an 172 unit storage facility
on  approximately  1.7 acres of this  property.  The facility  was  completed in
December of 1995 and as of August 1, 1997 was approximately 60% occupied.

d. ERA Phase III Commercial, Industrial and Residential Developments.

In the mid 1980's,  the  Registrant  completed the planning of El Rancho Atrisco
Phase III Sector Development Plan. Those plans included  construction of a total
of 200,000  square feet of office space,  approximately  100,000  square feet of
retail space, 130 acres for industrial usage (Ladera  Industrial Park), 41 acres
of high density  housing and 113 acres of single family  housing.  During fiscal
1995,  the  Registrant  sold a 6.3 acre  tract  which has been  developed  as an
affordable apartment complex. During fiscal 1996 the Registrant sold a 0.86 acre
parcel  of  land  to  Diamond  Shamrock  for the  development  of a  convenience
store-gas  station at the corner of Unser and Ladera Drive.  During fiscal 1996,
the Registrant  also sold  approximately  16 acre tract to a local developer for
construction  of  additional  family  homes.  The  Registrant  has also joined a
limited liability  corporation for the planning,  approval and development of an
9.6 acre  tract,  which  will  also be  developed  for  affordable  multi-family
apartment  units.  During fiscal 1997,  after securing tax credit bond financing
and site development plan approval, the entire project was sold to a third party
developer who plans to do construct the apartment units.

e.  Other Properties.  

1). Travel Plaza In March 1990, the  Registrant  submitted a zone change request
to Bernalillo  County for 100 acres for a travel  center and related  commercial
uses. In June 1990, the County Commission  approved the request for zone change.
Anticipated  users may  include  restaurants,  motel-hotel  facilities,  fueling
stations,  and  other  travel/tourist  related  facilities.   During  1995,  the
Registrant  sold two acres,  on which there has now been a truck sales  facility
developed.

2) Parkway Subdivision.  In 1994, the Company agreed to develop approximately 15
acres of land (57 lots) for Sivage  Thomas known as Parkway Unit 7  development.
Development  of the  residential  lots is  complete  and all lots  were  sold by
November of 1995. The Registrant also designed and nearly completed construction
of Parkway Unit 8, and in June,  1997,  the total Unit was sold to Sivage Thomas
Home,  Inc. in July of 1997 the Registrant sold an additional 18 acres to Sivage
Thomas Homes, Inc. for the development of Parkway Unit 9 Subdivision.

In 1995 the Registrant sold approximately 11 acres to Albuquerque Public Schools
for development of an elementary  school adjacent to Parkway Unit 8. In 1996 the
voters approved school bonds which included funding of the proposed school which
is currently  under design with  construction  scheduled to be completed for the
fall term of 1998.

3)  Recreation  Complex  During  fiscal  1994,  the  Registrant  entered  into a
lease/option arrangement with PG Corporation, a New Mexico corporation,  for 100
acres of Registrant's  land located north of I-40 on Paseo del Volcan. A portion
of the property was subsequently developed as a recreation and softball complex.
The Registrant  exchanged $100,000 in rental and option payments for a 6% equity
position in the Partnership which owns and operates the recreation  venture.  PG
Corporation  is in default on its payments to the  Registrant and the Registrant
will take possession of the property.  Bernalillo County  considered  purchasing
the complex,  including a portion of the Registrant's properties, but did not do
so. PG Corporation has sued the County for its failure to purchase the property.

4) Tierra Oeste The  Registrant  has  committed  approximately  28 acres of land
north of Ladera Dr.,  west of Unser  Blvd,  to a limited  liability  corporation
formed jointly by the Registrant and a local development company. The Registrant
purchased  the  development   company's   interest  in  the  limited   liability
corporation  and is now its  sole  shareholder.  In  July,  1995,  this  limited
liability  corporation  executed a sale  agreement  with a home  builder for the
purchase of developed lots and the Registrant  believed that construction  would
be started on the property  during the fall of 1996.  Subsequently  that builder
failed to compete the  purchase  contract and the  contract  was  terminated  in
January of 1996.  Subsequently  a second  developer  approached  the  Registrant
requesting the opportunity to perform the  obligations of the local  development
company to the limited  liability  corporation.  The Registrant  agreed that the
second developer could assume the first  development  company's  interest in the
corporation if it satisfied the Registrant that it had the financial capacity to
complete the project.  The second developer never acquired the first developer's
interest in the  corporation  and never  furnished  financial  statements to the
Registrant and the Registrant  canceled its agreement with the second developer.
The Registrant has been sued by the second developer for specific performance of
the  contract  alleging  that  the  contract  was  prematurely  terminated.  The
Registrant has denied the  allegations of the complaint and has counter sued for
damages  caused  by the delay in its being  able to deal in this  property.  The
Registrant  considers this litigation to be ordinary,  routine and incidental to
its business and not material.

5) Education and  Community  Projects  Approximately  50 acres of land have been
donated  to  the  Technical-Vocational  Institute  for  the  construction  of  a
southwest mesa campus.  The Company also donated  approximately 8 acres to Youth
Development,  Inc. The  properties  are located in the Gun Club Rd. area west of
Coors Blvd.,  but the Registrant and TVI have agreed to trade the 50 acres which
had been donated to it for a like parcel of land along the proposed extension of
Rio Bravo. In addition,  the Registrant has agreed by letter of intent to donate
12 acres to Albuquerque  Public Schools and up to 10 acres to the Archdiocese of
Santa Fe, in the same area.

f.  Sales to National Park Service.

On June 27, 1990, the United States Congress  established an approximately 7,000
acre  national  monument  (the  Petroglyph  National  Monument)  to preserve and
protect the volcanic  escarpment on Albuquerque's West Mesa area. The Monument's
proposed boundaries included approximately 1,964 acres of the Registrant's land.
The Company sold 444 acres in fiscal year 1992,  713 acres in fiscal  1993,  118
acres in fiscal 1994,  24 acres in fiscal  1995,  and none in fiscal 1996 to the
National Park Service.  The Park Service purchased 218 acres from the Registrant
during fiscal 1997.  Approximately 447 acres have yet to be acquired by the Park
Service and the Registrant has been given no assurance when the final  purchases
of the property may occur. The Registrant's  Board of Directors has agreed that,
subject to negotiation of acceptable  terms of sale, the Registrant will sell to
the  National  Park Service the  Registrant's  remaining  lands  included in the
Monument.

g.  Reinvestment Properties.  

As part of the Registrant's  plans to defer the tax burden arising from the sale
of its lands to the  National  Park  Service  for  inclusion  in the  Petroglyph
National Monument, during the last three fiscal years it reinvested its funds in
the properties  described below. As a result of these purchases,  the Registrant
believes that it has deferred taxes on approximately $7,000,000 in sales through
fiscal 1997.

During the last three fiscal years, as part of its tax deferral  program related
to proceeds from the sale of land to the National Park Service,  the  Registrant
purchased land upon which  commercial  buildings were  constructed and leased to
others. Those properties are:

a) A commercial building at Coors Boulevard and Sequoia Road in Albuquerque at a
cost of $2,630,000,  $1,869,000 of which is subject to a Mortgage upon which the
Registrant  must pay monthly  payments of  $17,629.78.  This  building  has been
leased to Walgreen Co. for 20 years at a fixed rent of $19,173.37 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
$1,059,000, $751,000 of which is subject to a Mortgage upon which the Registrant
must make monthly  payments of $6,893.  This building has been leased to Circuit
City Stores for a term of 10 years at an  escalating  rental  beginning at $4.25
per square foot the first year and increasing in stages to $5.55 per square foot
in the tenth  year.  The  lessee has also been  granted  the right to extend the
lease for two additional 5 year terms at escalating  rental rates during each of
the years of any extended term. The current rent is $8,976 per month.

c) A commercial building located at Coors Boulevard and Central Avenue at a cost
of  $3,592,806,  which is subject to a mortgage upon which the  Registrant  must
make monthly payments of $24,682.  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.  Walgreen, Co. may continue the term of the lease for
an additional 40 years.

All of the above  properties  were  purchased by the Registrant in part to defer
taxes  resulting  from the Sale of its lands to the  National  Park  Service for
inclusion in the Petroglyph National Monument.

Current Real Estate Market Conditions.  

The market  conditions for the development and sale of properties in Albuquerque
are  positive  at the  present  time.  After a period of high  occupancies,  the
multi-family  market  enjoyed  a  building  boom,  which has  resulted  in lower
occupancies and rent, on average.  Although there has been a slump in the market
during  the  first  six  months  of  1997,  Management  believes  that  for  the
foreseeable future commercial and industrial construction will further stabilize
and the  demand for  single  family  residential  construction  will  slow,  but
continue to be strong.

Competition.  

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

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

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

Employees.  

As of June 30, 1997,  the  Registrant  had nine  full-time  and eight  part-time
employees.  The Registrant's  president,  who is also a director, is a full time
employee.   The  Registrant   also  had  contractual   relationships   with  six
individuals,  including  two of the  Registrant's  officers and  directors,  who
provided various services to the Company.

Government Regulations.  

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

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

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

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

Availability of Water and Municipal Services.  

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

Under present annexation policies of the City of Albuquerque,  annexation to the
City of Albuquerque of portions of the Registrant's land is a requirement by the
City before it will extend water and sewer services  within a reasonable  period
of time after  annexation.  However,  the cost of water  distribution  and sewer
lines would have to be borne by the  developer,  or by subsequent  purchasers of
the annexed  portions.  The Registrant has not been able to get assurances  from
the City that services of any of the  Registrant's  lands by the City will occur
at any reasonable time in the future, and the Registrant has pursued alternative
methods of providing  water,  sewer and other services to its lands.  During the
last fiscal year, the Company worked  closely with  Bernalillo  County to secure
the County's  assistance in providing such services to  Albuquerque's  west side
and  to  lands  owned  by  the  Registrant.  The  County  recently  completed  a
feasibility  study looking toward  providing  those services.  Subsequently  the
Registrant  and the County  entered into a  memorandum  of  understanding  which
outlines the County's providing services.

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

Other Factors Affecting Development of Registrant's Land. 

Various activist groups, as well as neighborhood organizations occasionally have
in the past taken actions which have, to some extent,  delayed the  Registrant's
plans for the development of some of its lands.  During the 1994 fiscal year two
activist  groups  filed  appeals  with the City of  Albuquerque  related  to the
Registrant's  Master Plan.  However,  the Master Plan was upheld with only minor
modifications.  During 1997, an activist group protested the County's proceeding
with its plans to establish utility services for the Registrant's lands, but the
County  Commissioners   approved  going  forward  with  the  project.   Adjacent
neighborhood  associations  supported the Plan and the  Registrant's  efforts to
implement the Master Plan.
     
ITEM 2:  DESCRIPTION OF PROPERTIES

The major physical assets owned by the Registrant are its land which is owned in
fee simple.  The land comprises  approximately  59,000 acres of undeveloped land
held for long-term investment and approximately 250 acres of land remaining from
those which the Registrant  has developed to various  stages of completion.  The
Registrant  also owns the  Atrisco  Urban  Center  office  building,  comprising
approximately  11,097  square  feet,  which the  Registrant  uses in its  rental
operations.  This building has mortgages  against it aggregating  $259,419 as of
June 30, 1997.  Approximately  5.500 square footage of the building is leased to
Nations Bank  (formerly  Sunwest  Bank in  Albuquerque)  at a monthly  rental of
$3,160.  The Registrant also owns three commercial  buildings that are leased to
others. See "Item 1. Business - Reinvestment Properties."

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

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

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

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

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

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

ITEM 3:  LEGAL PROCEEDINGS

Other than ordinary  routine  litigation  incidental to the Company's  business,
neither the Company  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, 1997.

PART II

ITEM 5: MARKET FOR REGISTRANT'S 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 last two fiscal  years and during the ninety  (90) days
preceding this date of this report shares has been $11.00 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  Land  Grant
Corporation).

The following  table sets forth the  approximate  number of holders of record of
each class of Westland's common stock as of August 20, 1997:

                                                     Number of 
         Title of Class                            Record Holders

     No Par Value Common                               5472
     $1.00 Par Value Common Class A                       0  
     $1.00 Par Value Common Class B                      20

Dividends:  During each of the last two (2) fiscal years ended June 30, 1996 and
June 30,  1997,  Westland  declared  and paid cash  dividends  to  shareholders,
aggregating  a total during those two years of $955,749.  Subsequent to June 30,
1997, the Company has paid an additional cash dividend of $0.75 per share for an
aggregate dividend payment to the shareholders of $602,031.

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

In the past fiscal year,  land sales  decreased from the prior year because of a
slump  in  the  Albuquerque   real  estate  market   resulting  in  the  Company
experiencing fewer sales of improved  residential lots to builders.  Also, early
in the fiscal year the Company acquired an additional property leased by a large
national retailer.

During  the last  fiscal  year there  were  $2,000,000  of sales of lands to the
National Park Service  ("NPS") as part of its  acquisition of the lands included
in  the  Petroglyph   National   Monument.   These  sales  to  NPS  amounted  to
approximately 55% of the Company's land revenue for 1997, while such sale during
fiscal 1995 amounted to $329,000, or 11% of total revenue and during fiscal 1996
there were no sales and therefore no contribution to revenue by such sales..

During the spring of 1997, the real estate market in Albuquerque showed signs of
recovery  from the  slump  in  sale.  With the  recovery  of  sales,  Management
continues  to believe  that the Company is no longer as  dependent on large bulk
sales of its Land and that its income will continue to strengthen  with the sale
of small improved  parcels and lots, even though the costs  associated with such
sales will always be a larger percentage of revenue than the expenses associated
with large bulk sales.  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 1997 were
approximately $273,000,  compared to sales of approximately $1,147,000 in fiscal
1996.

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,
which now appear to have  recovered  from the  depressed  state of several years
ago.

Westland  anticipates making capital  commitments for land development  projects
over the next few years if the economy and opportunities  continue to improve to
the extent that such expenditures  would be warranted.  Capital  commitments may
include   assessments  for  roads  and  water  and  sewer  lines  on  its  land.
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 fiscal year ended June 30, 1997, primarily reflecting 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,
1997 carrying  value of the Land is  substantially  less than the current market
value of the land.  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.

The company is  continuing  to study the  feasibility  of  establishing  various
agricultural  developments  for  portions  of  its  Land.  Such  development  is
contingent  on the  availability  of adequate  water.  If water rights cannot be
established for the Company's  lands,  such rights would  necessarily have to be
purchased and  transferred  to wells on the Company's  land capable of producing
sufficient  water to satisfy any agricultural  undertaking on the property.  The
costs of such water rights would  materially  effect the  Company's  decision to
enter into any agricultural endeavor requiring a high water use..

Westland has moved another major step toward establishment of its Sector Plan in
the area  north of  Interstate  40 and  south  of the  area  designated  for the
Petroglyph  National  Monument  between  Unser  and  Paseo  del  Volcan  for the
development  of that  portion of its  properties.  Although  the Sector Plan was
initially  filed with the City of  Albuquerque,  the City could not  furnish any
assurance  that water and sewer services would be made available in a reasonable
period of time. The City's position caused the Company to withdraw the plan from
the City and to work with  Bernalillo  County to determine if those services can
be  furnished  by the  County.  During  the year the  County  approved  having a
feasibility  study  completed  looking  toward the County  establishing  its own
utilities  for the lands  covered by the Sector Plan.  The Sector plan  excludes
land located in the Monument and will have no adverse impact on the Monument..

Financial Condition:

During fiscal 1997,  total assets  increased to  $16,840,432  from  $15,488,167,
while liabilities increased from $10,290,537 to $11,888,352. This was the result
principally  of  the   Management's   efforts  to  replace  lands  sold  through
investments to defer taxes.  During fiscal 1997 the Company invested $938,403 in
income  producing and other  properties with the  accompanying  net borrowing on
notes and  mortgages  of  $618,021.Despite  this net  investment  along with the
decrease in deposits of cash for the retirement of bonds outstanding and payment
of  dividends  of  $480,125  cash and  equivalents  increased  by  $147,392,  as
operations provided $510,884.

In fiscal 1997, 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
the line is to provide funds necessary for its continued expansion.  At June 30,
1997, the line had no outstanding balance.

During  fiscal  1998,  the  Company  will  be  obligated  to pay  income  tax of
approximately $200,000 should replacement properties totaling $497,000 for lands
sold to the National Park not be acquired.

Management  believes that the  uncommitted  balance of cash,  cash  equivalents,
investments  and its  borrowing  capacity  are  sufficient  to  meet  all of the
Company's  obligations during 1998 without considering  additional revenues that
may be generated during that period.

Results of Operations:

In fiscal 1997,  land revenues  decreased by $720,747 from $4,334,367 in 1996 to
$3,613,620.  The  related  cost of  land  revenues  decreased  to  $385,553,  or
$1,323,440  from  $1,708,993  in fiscal  1996.  Rental  revenue  increased  from
$394,419 to $621,171 due to the  acquisition of a single tenant property and the
related costs increased from $119,862 to $170,589.  These increases are expected
to continue as the Company expands its activities in these areas.

ITEM 7:  FINANCIAL STATEMENTS 

                            FINANCIAL STATEMENTS AND
                             REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS

                         WESTLAND DEVELOPMENT CO., INC.

                             June 30, 1997 and 1996



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, 1997, and the related statements of earnings, stockholders'
equity,  and cash flows for each of the two years in the  period  ended June 30,
1997.  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  generally   accepted  auditing
standards.  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, 1997,  and the results of its  operations  and its cash flows for
each of the two years in the  period  ended  June 30,  1997 in  conformity  with
generally accepted accounting principles.



                                             GRANT THORNTON LLP

Oklahoma City, Oklahoma
July 25, 1997



                         Westland Development Co., Inc.

                                 BALANCE SHEET

                                 June 30, 1997


        ASSETS

Cash and cash equivalents ........................                   $ 2,331,150

Receivables
  Real estate contracts (note B) .................    $    69,033
    Less related deferred profit .................         51,007
                                                      -----------
                                                           18,026
    Income taxes recoverable .....................        155,001
    Note receivable - related party (note M) .....         68,003
    Other receivables ............................        149,243        390,273
                                                      -----------
Land and improvements held for future
  development (notes C and E) ....................                     6,032,630

Income-producing properties,
  net (notes D and E) ............................                     7,140,589

Property and equipment, net of
  accumulated depreciation of
  $401,693 (note E) ..............................                       374,858

Investments in partnerships and joint ventures ...                       357,955

Other assets .....................................                       212,977
                                                                     -----------

                                                                     $16,840,432
                                                                     ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable, accrued expenses, and other
  liabilities ....................................                   $   187,837
Accrued interest payable .........................                        36,596
Dividend payable .................................                       602,031
Deferred income taxes (note F) ...................                     4,010,000
Notes, mortgages, and assessments payable
  (note E) .......................................                     7,051,888
                                                                     -----------

              Total liabilities ..................                    11,888,352

Commitments and contingencies
  (notes E, K, and L) ............................                          -- 
               
Stockholders' equity (note G)
   Common stock - no par value; authorized,
     736,668 shares; issued and outstanding,
     716,608 shares ..............................    $     8,500
   Class A common stock - $1 par value;
     authorized, 736,668 shares;
     issued, none ................................           --   
   Class B common stock - $1 par value;
     authorized, 491,112 shares; issued and
     outstanding, 86,100 shares ..................         86,100
   Additional paid-in capital ....................        581,527
        Retained earnings ........................      4,275,953      4,952,080
                                                      -----------    -----------

                                                                     $16,840,432
                                                                     ===========

          The accompanying notes are an integral part of this statement


                         Westland Development Co., Inc.

                             STATEMENTS OF EARNINGS

                              Year ended June 30,


                                                          1997            1996 

Revenues
  Land ...........................................   $ 3,613,620    $ 4,334,367
  Deferred profit recognized on
    installment sales ............................        45,560         37,615
  Rentals ........................................       621,171        394,419
                                                     -----------    -----------
                                                       4,280,351      4,766,401

Costs and expenses
  Cost of land revenues ..........................       385,553      1,708,993
  Cost of rentals ................................       170,589        119,862
  Other general, administrative, and operating ...     1,775,739      1,813,152
  Legal ..........................................        11,384         81,980
                                                     -----------    -----------
                                                       2,343,265      3,723,987
                                                     -----------    -----------

              Operating income ...................     1,937,086      1,042,414

Other (income) expense
  Interest income ................................       (71,415)      (101,974)
  Gain on sale of property and equipment .........        (1,752)          (200)
  Other ..........................................        36,774       (156,889)
  Interest expense ...............................       572,508        365,458
                                                     -----------    -----------
                                                         536,115        106,395
                                                     -----------    -----------

              Earnings before income taxes .......     1,400,971        936,019

Income tax expense (note F) ......................       605,690        372,000
                                                     -----------    -----------

              NET EARNINGS .......................   $   795,281    $   564,019
                                                     ===========    ===========
Weighted average common and common equivalent
  shares outstanding .............................       802,184        792,927
                                                     ===========    ===========

Earnings per common and common equivalent shares .   $       .99    $       .71
                                                     ===========    ===========

         The accompanying notes are an integral part of these statements


                         Westland Development Co., Inc.

                       STATEMENT OF STOCKHOLDERS' EQUITY

                       Years ended June 30, 1997 and 1996
<TABLE>
<CAPTION>                                                 
                                                           Class A            Class B
                                      Common stock       Common stock       Common stock               
                                      no par value       $1 par value       $1 par value      Additional              
                                    -----------------   ---------------   -----------------    paid-in      Retained
                                    Shares    Amount    Shares   Amount   Shares    Amount     capital      earnings        Total
<S>                                 <C>       <C>       <C>      <C>      <C>      <C>        <C>         <C>           <C>    
Balances at July 1, 1995 ........   716,608   $ 8,500     --     $ --     61,100   $ 61,100   $ 423,777   $ 4,474,433   $ 4,967,810

Net earnings ....................      --        --       --       --       --         --          --         564,019       564,019

Options exercised ...............      --        --       --       --     17,500     17,500     123,925          --         141,425

Cash dividends paid 
  $.60 per share ................      --        --       --       --       --         --          --        (475,624)     (475,624)
                                    -------   -------   ------   ------   ------   --------   ---------   -----------   -----------

Balances at June 30, 1996 .......   716,608     8,500     --       --     78,600     78,600     547,702     4,562,828     5,197,630

Net earnings ....................      --        --       --       --       --         --          --         795,281       795,281

Options exercised ...............      --        --       --       --      7,500      7,500      33,825          --          41,325
 
Cash dividends paid  
  $.60 per share ................      --        --       --       --       --         --          --       (480,125)      (480,125)

Cash dividends declared  
  $.75 per share ................      --        --       --       --       --         --          --       (602,031)      (602,031)
                                    -------   -------   ------   ------   ------   --------   ---------   -----------   -----------

Balances at June 30, 1997 .......   716,608   $ 8,500     --     $ --     86,100   $ 86,100   $ 581,527   $ 4,275,953   $ 4,952,080
                                    =======   =======   ======   ======   ======   ========   =========   ===========   ===========
<FN>
          The accopanying notes are an integral part of this statement
</FN>
</TABLE>
<TABLE>
                         Westland Development Co., Inc.

                            STATEMENTS OF CASH FLOWS

                              Year ended June 30,

<CAPTION>
                                                                                                        1997               1996  
                                                                                                    ------------       ------------
<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 ..........      $  3,873,634       $  4,771,163
  Development and closing costs paid on land sales ...........................................        (1,226,110)        (1,156,070)
  Cash received from rental operations .......................................................           533,289            357,025
  Cash paid for rental operations ............................................................           (87,509)           (57,359)
  Cash paid for property taxes ...............................................................           (96,349)          (208,155)
  Interest received ..........................................................................            71,369             85,197
  Interest paid ..............................................................................          (597,443)          (356,765)
  Income taxes paid ..........................................................................          (262,000)          (184,320)
  Legal and other general and administrative costs paid ......................................        (1,699,509)        (2,101,085)
  Other ......................................................................................             1,512            162,089
                                                                                                    ------------       ------------

              Net cash provided by operating activities ......................................           510,884          1,311,720

Cash flows from investing activities
  Capital expenditures .......................................................................          (938,403)        (1,096,068)
  Investments in partnerships and joint ventures .............................................           (18,680)          (346,298)
  Proceeds from sale of assets ...............................................................             2,173                200
  Proceeds from sinking fund .................................................................           410,024               --   
  Proceeds from note receivable - related party ..............................................             2,173               --   
                                                                                                    ------------       ------------

              Net cash used in investing activities ..........................................          (542,713)        (1,442,166)

Cash flows from financing activities
  Borrowings on notes, mortgages, and assessments payable ....................................         2,538,056            995,000
  Repayments of notes, mortgages, and assessments payable ....................................        (1,920,035)          (219,400)
  Stock options exercised ....................................................................            41,325             96,425
  Payment of dividends .......................................................................          (480,125)          (475,624)
                                                                                                    ------------       ------------

              Net cash provided by financing activities ......................................           179,221            396,401
                                                                                                    ------------       ------------
              NET INCREASE IN CASH AND
                CASH EQUIVALENTS .............................................................           147,392            265,955

Cash and cash equivalents at beginning of year ...............................................         2,183,758          1,917,803
                                                                                                    ------------       ------------

Cash and cash equivalents at end of year .....................................................      $  2,331,150       $  2,183,758
                                                                                                    ============       ============

Reconciliation of Net Earnings to Net Cash Provided by Operating Activities

Net earnings .................................................................................      $    795,281       $    564,019
Adjustments to reconcile net earnings to net cash provided by operating activities
  Depreciation ...............................................................................           215,433            138,778
  Loss on partnerships and joint ventures ....................................................            36,534               --   
  Gain on sale of property and equipment .....................................................            (1,752)              (200)
  Sale of land for real estate contract ......................................................              --             (228,664)
  Collections on real estate contracts receivable ............................................           294,627            487,779
  Profit recognized on installment sales .....................................................           (45,560)           (37,614)
  Deferred income taxes ......................................................................           777,000            (32,000)
  Change in
    Income taxes recoverable/payable .........................................................          (433,310)           190,309
    Other receivables ........................................................................           (98,693)           181,138
    Land and improvements held for future development ........................................          (840,557)           552,923
    Other assets .............................................................................           (67,191)           (68,488)
    Accounts payable, accrued expenses, and other liabilities ................................           (95,993)          (444,952)
    Accrued interest payable .................................................................           (24,935)             8,692
                                                                                                    ------------       ------------

         Net cash provided by operating activities ...........................................      $    510,884       $  1,311,720
                                                                                                    ============       ============
<FN>
Noncash investing and financing activities:
-------------------------------------------

At June 30, 1997, declared but unpaid dividends totaled $602,031.

In June 1996, the Company assumed a $1,623,398  construction loan as part of the
purchase of a commercial building to be completed.

During the year ended June 30, 1996, the Company realized  approximately $45,000
of tax benefits from  deductible  compensation  related to the exercise of stock
options.

         The accompanying notes are an integral part of these statements
</FN>
</TABLE>

                         Westland Development Co., Inc.

                         NOTES TO FINANCIAL STATEMENTS

                             June 30, 1997 and 1996


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 land holdings,  all 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,  1997 and 1996  consist  primarily  of
  proceeds from vacant land sales 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.  At June 30,
  1997, United States Treasury Bills of approximately $1,734,000 are included in
  cash and cash equivalents.

  The Company  maintains its cash in bank deposit  accounts which, at times, may
  exceed  federally  insured  limits  and in money  market  funds  which are not
  federally insured. 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.

  4.    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.

  5.    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 thirty  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 property and equipment and income-producing properties based upon
  square footage.

  6.    Recognition of Income on Real Estate Transactions
        -------------------------------------------------

  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 earnings as payments
  of principal are received on the related contract receivable.

  7.    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.

  8.    Earnings Per Common Share
        -------------------------

  Earnings per common share are based upon the weighted average number of common
  and dilutive common  equivalent  shares  outstanding  during the year.  Common
  equivalent  shares  include 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 the heirship case) and the number
  of no par value common  shares for which the Court ruled that no  incorporator
  or heirs existed.

  9.    Investments in Partnerships and Joint Ventures
        ----------------------------------------------

  Investments in partnerships and joint ventures are accounted for on the equity
  method.

  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.

NOTE B - REAL ESTATE CONTRACTS RECEIVABLE

  Real estate contracts receivable are summarized as follows at June 30, 1997:

    Contracts, due in varying monthly installments,
      with interest rates ranging from 10% to 12%;
      collateralized by land                                           $  69,033
                                                                       =========

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

              1998                                      $  25,870
              1999                                         43,163
                                                        ---------

                                                        $  69,033
                                                        =========

NOTE C - LAND AND IMPROVEMENTS HELD FOR FUTURE DEVELOPMENT

  The Company  estimates  that it  presently  owns in excess of 59,000  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, 1997:

    Land                                                              $1,060,655
    Improvements                                                       4,971,975
                                                                      ----------

                                                                      $6,032,630
                                                                      ==========

NOTE D - INCOME-PRODUCING PROPERTIES

  Income-producing  properties  consist  of  three  single-tenant  retail  store
  buildings and one-half of the Company's  office building and are summarized as
  follows at June 30, 1997:

    Buildings and equipment                                           $5,082,882
      Less accumulated depreciation                                      354,184
                                                                      ----------
                                                                       4,728,698
    Land                                                               2,411,891
                                                                      ----------

                                                                      $7,140,589
                                                                      ==========
  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 twenty years
  and typically provide for guaranteed minimum rent,  percentage rent, and other
  charges to cover certain operating costs.

  Minimum  future  rentals from  income-producing  properties  on  noncancelable
  tenant operating leases as of June 30, 1997 are as follows:

             Year ending June 30
               1998                                   $   774,027 
               1999                                       760,869
               2000                                       736,901
               2001                                       730,596
               2002                                       732,310
               Thereafter                               8,270,890
                                                      -----------

                                                      $12,005,593
                                                      ===========

NOTE E - NOTES, MORTGAGES, AND ASSESSMENTS PAYABLE

  Notes,  mortgages,  and assessments  payable are summarized as follows at June
  30, 1997:

    Mortgage notes, due in aggregate monthly installments of
    $4,650 at June 30,  1997,  including  interest  at rates
    ranging  from 7.5% to 9.75%,  due at various  dates from
    August 1998 through  November  1999;  collateralized  by
    property  and  equipment,   including   income-producing
    properties and related equipment                                   $ 259,419


    Promissory note, due in monthly  installments of $17,970
    through   May  2015,   including   interest   at  9.37%;
    collateralized by income-producing properties                      1,869,117

    Note  payable,  due in  monthly  installments  of $6,893
    through  September  2015,  including  interest at 8.75%;
    collateralized by income-producing properties                        751,346

    Note payable to bank; due on demand, but if no demand is
    made,  then on November 8, 1997, with interest at 9.75%;
    collateralized primarily by real estate                              594,818

    Note  payable to bank;  due in monthly  installments  of
    $6,701  with  any  unpaid  amounts  due  May  20,  1998,
    interest  at  10.5%;  collateralized  primarily  by real
    estate                                                               410,704

    Mortgage note, due in monthly  installments  of $24,682,
    including  interest  at 8.52%,  due  November  1,  2016;
    collateralized by income-producing properties                      2,807,692

    Other notes, mortgages, and assessments payable                      358,792
                                                                      ----------

                                                                      $7,051,888
                                                                      ==========

  The Company had general  obligation bonds  outstanding of $625,900 at June 30,
  1996 which provided for 7% annual interest payments.  The Company redeemed the
  bonds prior to maturity,  in May 1997, by payment of the principal amount plus
  a premium of 2% of the principal  balance,  plus accrued  interest through the
  date of redemption.

  The  Company  maintains  a line of credit  with a bank due in June 1998  which
  provides a maximum of $2,000,000 at the bank's prime rate of interest, payable
  quarterly, and is collateralized by specific tracts of land. At June 30, 1997,
  no amounts were outstanding on this line of credit.

  Also, at June 30, 1997, the Company had  approximately  $10,000 of outstanding
  letters of credit to the City of  Albuquerque in connection  with  subdivision
  improvements done for the Company.

  Aggregate required principal payments of the notes, mortgages, and assessments
  payable as of June 30, 1997 are as follows:

            Year ending June 30
              1998                                     $1,490,367
              1999                                        364,933
              2000                                        151,914
              2001                                        160,767
              2002                                        172,391
              Thereafter                                4,711,516
                                                       ----------      

                                                       $7,051,888
                                                       ==========

NOTE F - INCOME TAXES

  An analysis of the deferred  income tax assets and  liabilities as of June 30,
  1997 is as follows:

    Deferred tax assets
      Contribution carryforwards .............................      $   243,328
      Property, equipment, and land ..........................          229,593
      Investments ............................................           84,576
      Other ..................................................           25,191
      Valuation allowance ....................................         (240,000)
                                                                    -----------
                                                                        342,688

    Deferred tax liabilities
      Deferred tax gain on involuntary conversion of land ....        4,352,688
                                                                    -----------

                   Net deferred tax liability ................      $ 4,010,000
                                                                    ===========

  Income tax expense (benefit) consists of the following:

                                                       Year ended June 30,
                                                 ------------------------------
                                                    1997                 1996
                                                 ---------            ---------

    Current
      Federal ....................             $(156,043)             $ 363,000
      State ......................               (15,267)                41,000
                                               ---------              ---------
                                                (171,310)               404,000

    Deferred
      Federal ....................               660,450                (29,000)
      State ......................               116,550                 (3,000)
                                               ---------              ---------
                                                 777,000                (32,000)
                                               ---------              ---------

                                               $ 605,690              $ 372,000
                                               =========              =========

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

                                                                June 30,
                                                        -----------------------
                                                           1997         1996
                                                        ---------     ---------

    Tax expense at statutory rates .................    $ 476,330     $ 318,247
    State income taxes at statutory rates ..........       84,058        56,161
    Adjustment of estimated income tax liabilities
      of prior year ................................         --          41,078
    Change in valuation allowance ..................       19,382       (88,050)
    Nondeductible expenses .........................       36,904        29,490
    Other ..........................................      (10,984)       15,074
                                                        ---------     ---------

                   Total expense ...................    $ 605,690     $ 372,000
                                                        =========     =========


  A valuation  allowance of  approximately  $240,000 has been recognized at June
  30, 1997 based on  estimates of tax assets which are not likely to be realized
  in the future.  Significant  changes in assumptions  concerning future taxable
  income and deductions may cause changes in the valuation allowance.

NOTE G - COMMON STOCK AND STOCK OPTIONS

  Under its  Articles  of  Incorporation,  the  Company is  authorized  to issue
  1,964,448 shares of common stock classified 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)   736,668  shares to be sold for $1.45 a share,  designated as Class A, $1
        par  value  common  stock.  Class  A  stock  is to be  sold  only to the
        stockholders of record as of the date of incorporation as follows:

           At the first  sale of such  stock,  each  stockholder  shall have the
           right to purchase up to the number of shares obtained by dividing the
           total number of stockholders  of record on the date of  incorporation
           into 736,668 shares.

           Any  stock  remaining  unpurchased  shall  be  offered  for  sale  at
           subsequent  sales,  and only  stockholders  who purchased  stock at a
           preceding sale shall have the right to purchase stock at a subsequent
           sale,  each one being entitled to purchase up to the number of shares
           obtained by dividing the total number of  stockholders  of record who
           purchased at the preceding  sale into the total number of unpurchased
           shares remaining after the preceding sale.

  (c)   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.  Those
        acquiring  no par value  common  stock and Class A, $1 par value  common
        stock have no preemptive rights to purchase Class B, $1 par value common
        stock.

  The  following  summarizes,  at June 30, 1997,  the number of shares of common
  stock which,  upon  judicial  determination,  can be  distributed  (no par) or
  offered  for  sale  (Class  A) to  stockholders  of  record  as of the date of
  incorporation:

                                                                  Price
                                               Number       --------------------
                                                 of          Per
                                               shares       share       Total
                                             ----------     -----     ----------

    Shares issuable
      No par value common ..............          5,047     $ --      $     -- 
      Class A, $1 par value common .....        736,668      1.45      1,068,169
                                             ----------               ----------

                                                741,715               $1,068,169
                                             ==========               ==========

  There is no established  market value for the Company's  common stock. At June
  30,  1997,  716,608  shares of the  Company's  no par value  common stock were
  issued  and  outstanding.  Of the 5,047  shares of no par value  common  stock
  issuable, 1,872 shares 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  represent  shares for which the Court in the
  heirship case ruled that no  incorporator  or heirs existed.  The Company also
  has reacquired  and canceled  15,013 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 1985, the  stockholders of the Company approved a stock option plan for
  certain directors and employees.  During 1987, the plan was terminated. At the
  time of  termination,  options for 48,000  Class B shares had been  granted at
  $5.51 per share with an  expiration  date in December  1996. At June 30, 1996,
  options for 20,500 Class B shares were  exercisable.  Options for 7,500 shares
  were exercised during 1997 and 17,500 were exercised during 1996. During 1996,
  the Company  realized  approximately  $45,000 in the reduction of income taxes
  relating to  compensation  recognized  by the  directors and employees for the
  exercise of the  options.  The  reduction  in income taxes was not included in
  earnings but has been  reflected as additional  paid-in  capital.  At June 30,
  1997, no options were outstanding.

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 three single-tenant retail store
                buildings and one-half of the Company's office building.

  Financial information for each industry segment is summarized as follows:
  

                                                        General
                               Land         Rentals     corporate       Total

    1997
      Revenues               $3,659,180   $  621,171   $     --     $ 4,280,351
      Operating income
        (expense)             2,697,194      355,852   (1,115,960)    1,937,086
      Identifiable assets     6,151,103    7,555,231    3,134,098    16,840,432
      Capital expenditures         --        907,158       31,245       938,403
      Depreciation                 --        163,369       52,064       215,433

    1996
      Revenues               $4,371,982   $  394,419   $      --    $ 4,766,401
      Operating income
        (expense)             2,056,547      179,800   (1,193,933)    1,042,414
      Identifiable assets     5,546,102    6,792,172    3,149,893    15,488,167
      Capital expenditures         --      2,710,818        8,648     2,719,466
      Depreciation                 --         95,823       42,955       138,778

  General corporate assets consist primarily of cash, furniture,  equipment, and
  one-half of an office building, of which the remaining one-half is included in
  income-producing properties.

NOTE I - BENEFIT PLANS

  The Company has certain defined benefit employee retirement plans that provide
  for employee and employer  contributions.  The Company's  contribution expense
  for these plans was $74,000 and $53,000 for 1997 and 1996, respectively.

NOTE J - SALES TO MAJOR CUSTOMERS

  Sales to major customers are summarized as follows:

    During the year  ended  June 30, 1997,  sales to  two customers individually
    accounted for 47% and 21% of total revenues. 

    During  the  year ended  June 30, 1996, sales to  two customers individually
    accounted for 24% and 18% of total revenues.

NOTE K - SALE OF LAND FOR NATIONAL PARK

  On June 28, 1990, the Petroglyph  National  Monument  (National  Monument) was
  established by an act of the United States Congress (Congress). Under the bill
  passed by Congress, the National Park Service is authorized to acquire acreage
  within the National Monument using funds specifically appropriated by Congress
  each year. In 1997,  approximately  218 acres were transferred to the National
  Park Service for cash of $2,000,000.  The Company's  remaining land within the
  National  Monument  boundary of approximately 601 acres is expected to be sold
  in a series of transactions over the next several years.

NOTE L - LITIGATION

  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.

NOTE M - RELATED PARTY TRANSACTIONS

  The Company purchases its directors' and officers' liability insurance through
  a corporation controlled by a member of the Board of Directors. Total premiums
  for  these   policies  paid  in  1997  and  1996  were  $50,000  and  $68,000,
  respectively.

  The note  receivable  -  related  party is from a joint  venture  partner,  is
  payable in monthly  installments  of $758  including  interest at 10%,  and is
  collateralized by developed property. The note matures April 2006.

NOTE N - FINANCIAL INSTRUMENTS

  The following  table  includes  various  estimated  fair value  information as
  required  by  Statement  of  Financial  Accounting  Standards  (SFAS) No. 107,
  Disclosures about Fair Value of Financial Instruments. Such information, which
  pertains to the Company's financial instruments,  is based on the requirements
  set forth in SFAS No. 107 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.

  2.      Real Estate Contracts Receivable
          --------------------------------

  These notes receivable are generally  collateralized by real estate and accrue
  interest at rates from 10% to 12%.  Because  the  ultimate  collectibility  of
  these notes is not reasonably  assured, it is not practicable to estimate fair
  value.

  3.      Other Notes Receivable
          ----------------------

  Other notes  receivable  are valued at the present  value of future cash flows
  based on the current  rates at which  similar loans would be made to borrowers
  with similar credit ratings.

  4.      Notes, Mortgages, and Assessments Payable
          -----------------------------------------

  The  discounted  amount of future  cash  flows  using  the  Company's  current
  incremental rate of borrowing 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, 1997 are as follows:

                                                           Carrying   Estimated
                                                            amount    fair value

  Financial assets
    Cash and cash equivalents ........................   $2,331,150   $2,331,150
    Real estate contracts receivable (not practicable
      to estimate fair value) ........................       18,026         -- 
    Other notes receivable ...........................       68,003       68,003
  Financial liabilities
    Notes, mortgages, and assessments payable ........    7,051,888    7,127,226


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

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

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

The Executive Officers and the Directors of the Company are:

            Name                       Position                            Age

     Sosimo S. Padilla        Chairman of the Board of Directors           67
                                   since July 25, 1989,  
                              Director since 1971
     Barbara Page             President, Chief Executive                   63
                                   Officer President and Director 
                                   since July 25, 1989
     Polecarpio (Lee) Anaya   Executive Vice President and Director        66
                                   since July 25, 1989   
     David C. Armijo          Secretary and Treasurer since                80
                                   July, 25, 1989, Director since 1976.
     Josie G. Castillo        Director since 1984                          65
     Carmel Chavez            Director since 1973                          78
     Joe S. Chavez            Director since 1995                          60
     Charles V. Pena          Director Since 1996                          46
     Carlos Saavedra          Director since 1989                          70
     Leroy J. Chavez          Vice President of Development                36
     Brent Lesley             Vice President of Marketing                  37

Background information relative to each officer and each director is as follows:

DIRECTORS:

Sosimo  Sanchez  Padilla,  age 67, is  Chairman of the Board of  Directors.  Mr.
Padilla  was Vice  President  of the  Company  from  1971 to 1986 and has been a
Company Director since 1971. Mr. Padilla is a member of the Company's  Executive
Committee.  For more than 30 years prior to 1987, Mr. Padilla owned and operated
Western  Securities  Transportation  Corporation,  a family-owned  newspaper and
record  transportation  business  in New  Mexico.  Mr.  Padilla is retired  from
Albuquerque  Publishing  Company where he was employed for 37 years. Mr. Padilla
has served as director on State of New Mexico Border Research  Institute Support
Council and National Association of Industrial and Office Parks. Mr. Padilla was
a member  of the New  Mexico  Highway  Commission  from  1978 to  1986,  and was
Chairman of that  Commission  from 1982 to 1986.  For three years he served as a
Trustee for the  University  of  Albuquerque,  and 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.  Mr.
Padilla is currently a member of the Board of Directors of Rancher's State Bank,
a position he has held since March,  1995,  and in 1996,  accepted a position on
the Board of Directors  of the Hispano  Chamber of Commerce in  Albuquerque.  In
1997,  Mr.  Padilla  became  a  member  of the  Middle  Rio  Grande  Council  of
Government.

Barbara  Page,  age 63, has been the  Company's  President  and Chief  Executive
Officer since 1989.  Ms. Page received a certificate  in banking from the Robert
O. Anderson School of Management of the University of New Mexico. She has served
as a Company Director and member of the Company's Executive Committee since July
25, 1989. Ms. Page previously  served as the  Registrant's  Corporate  Secretary
from 1971 until she  resigned  in 1978.  From  November  of 1982,  Ms. Page also
served as the Company's  Treasurer until her resignation in October of 1985. Ms.
Page served as a director of the Registrant until October 16, 1986.

Ms.  Page was  employed  by First  Interstate  Bank  (formerly,  the Bank of New
Mexico)  for 20 years and  served as an  Assistant  Vice  President  and  Branch
Manager at its Candelaria  and North Valley  offices from 1973 through  November
1981.  She was an owner of the Bluewater  Inn,  Bluewater,  New Mexico from 1981
until 1984. Ms. Page was employed during the fall and winter of 1988 - 1989 as a
salesperson with American Homes in Las Vegas,  Nevada. Ms. Page is Secretary and
Board  Member  of  the  Albuquerque  Economic  Forum,  a  Board  member  of  the
Albuquerque  Economic  Development,  Inc., a member of National  Association  of
Industrial and Office Parks,  Albuquerque Chamber of Commerce,  Albuquerque West
Side Association and the Albuquerque Hispano Chamber of Commerce.

Polecarpio  (Lee)  Anaya,  age 66, is a Company  Director,  its  Executive  Vice
President  and Chairman of the its  Executive  Committee,  positions he has held
since July 25, 1989.  Mr. Anaya was a Bernalillo  County Deputy  Sheriff  during
1952 and 1953.  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.

David C. Armijo,  age 80, has been the Company's  Secretary and Treasurer  since
1989. Mr. Armijo previously served as the Company's Secretary from 1978 to 1985.
He has been a Company  Director  since 1976. For more than the past 30 years Mr.
Armijo has been an insurance  broker.  He is President and Chairman of the Board
of California All Risk Insurance Agency, Inc., in Los Angeles, California. He is
a member of the Board of Directors of the Lockheed Aircraft Overseas Association
and of the San Gabriel  Valley  Medical Center for whom he is also Treasurer and
Finance  Committee  Executive.  He is a former member of fourteen  years serving
variously as Chairman,  Vice Chairman and Planning  Commissioner for the City of
San Gabriel,  California, where he resides. Mr Armijo also serves as Chairman of
the Finance and Insurance Committee of the Garibaldina Society of California,  a
non profit corporation dedicated to charitable and cultural purposes. Mr. Armijo
holds a Bachelor of Arts Degree in Business  Administration  from the University
of California  at Berkeley.  Since 1962,  he has held a  non-resident  insurance
broker's license in New Mexico.

During  World War II, Mr.  Armijo was  assigned  as Civilian  Technician  to the
Eighth Air Force in Europe for two years, for Lockheed  Aircraft Corp.. Upon his
return from Europe,  Mr.  Armijo was named Eastern  Representative  for Lockheed
Aircraft and was based in New York City and in Washington,  D.C. Mr. Armijo is a
licensed pilot, holding licenses in A&E and also aircraft radio telephone.

Josie G.  Castillo,  age 65, has been a Director of the Company since 1984,  was
the Company's  Treasurer  from 1985 to 1989. She is the Chairman of the board of
directors of El Campo Santo,  Inc. and is a member of the  Company's  Disclaimer
Committee.  Ms.  Castillo  is a member and the Vice  Chairman  of the  Company's
Executive  Committee.  From  November of 1980 to  February of 1983 Ms.  Castillo
worked for the Company in shareholder relations.  From 1983 until her retirement
in 1995,  she had been  employed  by the  office  staff  of the  Human  Services
Department of the State of New Mexico in Albuquerque, New Mexico.

Carmel  Chavez,   age  78,  has  been  a  Director  of  the  Company  since  its
incorporation  in 1967. He was 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.

Joe S.  Chavez,  age 60,  was  elected to the Board of  Directors  at the annual
meeting of Shareholders held in November, 1995. He is an alternate member of the
Company's  Disclaimer   Committee.   Mr.  Chavez  has  extensive  knowledge  and
experience in business,  customer relations and sales. For more than the past 35
years,  Mr.  Chavez has been a co-owner  and budget  director of Regina's  Dance
Studio, a business with two locations in Albuquerque specializing in the sale of
gymnastics  equipment,  costume  and ballet  apparel and  coordination  of dance
performances and other functions.  For  approximately 13 years from 1960 to 1973
Mr. Chavez was a store manager for Kimbell Co., that did business in Albuquerque
as  Foodway  Super  Markets  and from 1975 to 1986 he was  employed  by the U.S.
Postal Service at various  positions,  including Letter Carrier,  Postal Systems
Examiner, Supervisor, Acting Station Manager, Manager and ad-hoc Facilitator and
Coordinator of employees,  which involved  conducting training sessions and work
teams.  From 1986 to June,  1995, Mr. Chavez was a Sales  Consultant  with Casey
Luna Ford and  recently  became  employed  in a  similar  position  with  Galles
Chevrolet. Mr. Chavez served in the United States Navy from 1955 to 1959 when he
was  honorably  discharged.  In 1992,  Mr. Chavez was appointed to represent the
interest of Westland  Development Co., Inc. on the Petroglyph  National Monument
Citizen's Advisory Commission.
 
Charles V. Pena,  age 46, was  appointed  to the Board of Directors on April 26,
1996,  to fill the vacancy  created by the death of Mr.  Raymundo H. Mares.  Mr.
Pena was  raised  from the age of one  month  until  age  thirteen  in the Saint
Anthony's Home for Boys in  Albuquerque,  New Mexico.  He began  employment with
Safeway  Stores at age  fifteen,  a career that spanned more than 19 years until
Safeway  Stores in  Albuquerque,  New Mexico was  acquired by Furrs Food Stores.
During  his  career  with  Safeway  Stores  he was a  member  of the rose to the
position of Inventory  Control  Person.  Also during his employment with Safeway
Stores  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 Old  Albuquerque  High School and graduated  from Highland High School.
Following  high  school,  he  attended  the  University  of New  Mexico  and the
University of Albuquerque,  majoring in business  courses.  Since his retirement
from Safeway  Stores in 1993, Mr. Pena purchased and is an owner and operator of
CJ's New Mexican Food Restaurant in Albuquerque, New Mexico.

Carlos  Saavedra,  age 70, first served as a Company  Director from 1969 to 1975
and has served as a Class B  Director  from 1989 to  present.  Dr.  Saavedra  is
Chairman of the Company's Disclaimer Committee. Dr. Saavedra was a member of the
Board of Directors  of the La Compania de Teatro de  Albuquerque.  Dr.  Saavedra
holds a B.S.  degree in Education from the University of Albuquerque  (1952);  a
M.A.  degree in  Education  Administration  from the  University  of New  Mexico
(1962); an Ed.S. degree in Bilingual Education from the University of New Mexico
(1968);  and an Ed.D.  degree in  linguistics  from the University of New Mexico
(1969). He has done  post-graduate work at the University of Texas in Austin and
Highlands  University  in Las  Vegas,  New  Mexico.  After the  creation  of the
Petroglyph  National  Monument,  Dr.  Saavedra  was  appointed  a member  of the
Petroglyph National Monument Historical Research Committee.  He is also a member
of the Westside Coalition in Albuquerque.

From 1953 to 1975 Dr.  Saavedra  was  employed  by the  Albuquerque,  New Mexico
Public Schools as a teacher, Administrator, and Director of Bilingual Education.
From 1975 to 1977 he was the  Director of Bilingual  Education  for the Colorado
Department  of  Education  and from  1977 to 1985 he was the  Superintendent  of
Instruction  of Bilingual  Education for the Oakland  Unified  School  District,
Oakland,  California.  Dr.  Saavedra has been a consultant to the  Ministries of
Education in Caracas, Venezuela and Cochabamba, Bolivia. Dr. Saavedra served for
four years as a member of the National Advisory Board on Child Nutrition and for
three years as a member of the Ethnic Heritage  Studies Task Force,  Washington,
D.C. He received a Presidential Citation for Service Beyond the Call of Duty and
is listed in the Who's Who of American  Education.  Dr.  Saavedra  served in the
United  States Air Force from 1944 to 1950 and received an honorable  discharge.
Dr. Saavedra  retired from education in 1985. From 1985 to 1989, he was Business
Manager for Clinical  Pharmacy in  Albuquerque,  New Mexico,  and currently owns
Aspen Country Florist in Albuquerque, New Mexico.

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 Armijo is the  Secretary/Treasurer  for the
Company. Other officers of the Company are the following people:

Leroy J. Chavez,  age 36, was  appointed  to the  position of Vice  President of
Development on April 26, 1996. Mr. Chavez has been employed by the Company 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 37, was  appointed  to the  position  of Vice  President  of
Marketing on April 26, 1996.  Mr.  Lesley has been employed by the Company 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  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.  He is also a licensed  New
Mexico real estate broker.
                         
Family relationships:

None of the Directors, nominees or other Officers of the Company are 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 twelve regular
meetings,  and no special  meetings.  All  members  attended at least 90% of the
meetings.

The Board has no audit, nominating or compensation committees,  but does have an
Executive  Committee  consisting 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.  During the past fiscal
year, the Executive Committee met four times.

Josie  Castillo,  Carmel Chavez and Charles Pena also serve as Directors and Dr.
Saavedra  serves as an  alternate  Director o f El Campo  Santo,  Inc., a wholly
owned non-profit  corporation.  El Campo Santo, Inc. Ms. Castillo and Mr. Chavez
also serve as Chairman and Vice  Chairman,  respectively.  These  Directors held
four meetings during the year.

ITEM 10:  EXECUTIVE COMPENSATION  

The following table sets forth the  compensation  for the fiscal year ended June
30, 1997,  1996 and 1995 including  bonuses and deferred cash  compensation  (if
any), of the Company's Chief Executive  Officer and the three other highest paid
executive officers, being all of the executive officers:

                   SUMMARY COMPENSATION TABLE
                                    
                               Annual Compensation     Long Term Compensation 
          
     (a)                        (b)   (c)           (e)             (i)
                                                  Other
Name and                                          Annual          All other
Principal                            Salary       Compensation    Compensation
Position                       Year    ($)         ($)             ($)         

Barbara Page                   1997  110,000      13,934           ---
  President, CEO and Director  1996  110,000      19,428           ---
                               1995  125,229      12,696 (1)      23,915 (2)
                                                  
Polecarpio (Lee) Anaya (1)(3)  1997    ---        47,434           ---  
  Executive Vice President     1996    ---        53,232           ---   
    and Director               1995    ---        46,505          11,311 (2)

Sosimo  S. Padilla  (1)(3)     1997    ---        47,734           ---  
  Chairman  of the Board       1996    ---        53,232           ---
     of Directors              1995    ---        46,505          11,311 (2)

David C. Armijo (1)            1997    ---        19,034           ---  
  Secretary and Director       1996    ---        17,332 (4)       ---
                               1995    ---        16,505 (1)(4)   11,311 (2)(4)

Leroy Chavez (5)               1997   65,097 (6)   ---             ---  
   Vice President              1996   63,476 (6)   ---             ---
                               1995   57,630 (6)   ---             ---       
                    
Brent Lesley (5)               1997   57,634 (6)   ---             ---
   Vice President              1996   55,766 (6)   ---             ---       
                               1995   49,875 (6)   ---             ---       

_____________
(1) Mr.  Padilla,  Mr.  Anaya,  Mr.  Armijo  and Dr.  Saavedra  are each  paid a
Directors  fee of $1,400 per month.  Ms.  Page and each of the  Company's  other
Directors are paid a Directors fee of $1,100 per month.
(2) As part of its  grant of  shares  of its  Class B  common  stock to its nine
directors  during fiscal 1993,  the Company  agreed to pay all state and federal
taxes  related  to the grant.  Such  payments  were  based on the actual  income
liability the grant caused each director to incur.
(3) Mr.  Padilla  and Mr.  Anaya  are each paid  $30,000  per year  pursuant  to
consulting agreements.
(4) Does not include $6,000,  $6,800 and $5,000 paid to Mr.  Armijo's  insurance
agency by the  insurance  carrier  as  commissions  from  policies  owned by the
Company during 1995, 1996 and 1997, respectively
(5)  Became an Officer on April 26,  1996. 
(6) Mr. Chavez and Mr.  Lesley are paid for services  rendered to the Company in
excess  of 40  hours  per  week.  All  compensation,  both  regular  salary  and
compensatory pay are included.

In 1984, the Company  granted  certain stock options to persons who were at that
time members of the Company's Board of Directors. The following table sets forth
information  concerning the value of those  exercised and  unexercised  owned by
current Directors at June 30, 1997.

     Aggregated Option/SAR Exercises in Last Fiscal Year
                 and FY-End Option SAR values
                                
                                                        (d)         (e)
                                                     Number of     
                                                     Securities    
                                                     Underlying    Value of
                                                     Unexercised   Unexercised 
                                                     Options/      In-the-Money
                                                     SAR's at      Options/Sar's
     (a)              (b)             (c)            FY-END(#)     at FY-END($)
                 Shares Acquired                     Exercisable   Exercisable
     Name        on Exercise(#)   Value Realized($)  Unexercised   Unexercised  
     ----        ---------------  -----------------  -----------   -------------
     
Carmel Chavez    5,000            $22,450
    Director    

The Company has no long term compensation arrangements with its directors.

Certain  officers and directors are compensated  pursuant to employment or other
agreements. See Item 12.

Pension Plan:

On June  27,  1991,  the  Company  established  a  Simplified  Employee  Pension
("SEP-IRA")  plan under Section 401(k) of the Internal  Revenue Code.  Under the
terms of the SEP-IRA plan for 1994, the Company contributed 11% of each eligible
employee's earned wages.  Under this SEP-IRA employees may also contribute up to
4% of their earned wages.  The Company makes monthly  contributions  to the plan
whereby  $30,801  was paid in fiscal  1997,  $53,233 was paid in fiscal 1996 and
$47,023 was paid in fiscal 1995.

Effective  January 1, 1997,  the Company  replaced the SEP-IRA plan with a Money
Purchase Profit Sharing Deferred Compensation Plan (the "97 Plan"). Under the 97
Plan,  the  Company   contributes  up  to  15%  of  the  aggregate  earnings  of
participating  employees.  During fiscal 1997,  $43,474 was  contributed  by the
Company pursuant to the 97 Plan.

Stock Option Plan:

On December 14, 1996,  the option plan  established  by the Company in 1984,  to
provide incentives for the Company's Directors, Officers and Employees, expired.
Options to purchase 7,500 shares were exercised during fiscal 1997. The exercise
price of $5.51 per share was at least  their  fair  market  value in 1984 on the
date of the  grant.  Because  there  was no formal  market  for any class of the
Company's  stock at the time of the  Grant,  the  Board  took into  account  the
Company's  earning potential and the price of repurchases of No Par Value Stock.
The Company's Class B Stock does not have a readily determinable market value at
this time.

Compensation of Directors:

Directors were paid during the year the following amount as director's fees: 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.

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

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  Company's  No Par Value Stock and its Class B Stock are its only classes of
voting  securities  outstanding.  Only  shareholders  of  record at the close of
business on August 20, 1997,  will be entitled to vote at the Annual Meeting and
at  any  adjournment  thereof.  On  August  20,  1997,  there  were  issued  and
outstanding  716,608  shares of No Par Value Stock and 86,100  shares of Class B
Stock,  each of which is entitled to one vote on each matter  coming  before the
Meeting.

Security Ownership of Certain Beneficial Owners and Management:

The following table sets forth, as of August 20, 1996, the beneficial  ownership
of No Par  Value  Stock  and  Class B Stock by each  nominee  and  each  present
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)
 
 DIRECTORS AND PRINCIPAL OFFICERS:

 Sosimo S. Padilla (2) ........  335         *           20,700        24.04
 401 Coors Blvd., N.W
 Albuquerque, N.M. 87121
  
 Barbara Page .................  500         *            8,300         9.64
 401 Coors Blvd., N.W
 Albuquerque, N.M. 87121

 Polecarpio (Lee) Anaya .......   70         *            5,000         5.81
 1815 Sunset Gardens Rd., S.W
 Albuquerque, N.M. 87105

 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

 Joe S. Chavez ................  100         *              200          *
 3901 Donald Rd., S.W
 Albuquerque, N.M. 87105

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

 Carlos Saavedra ..............  443         *             -0-           *
 220 Tohatchi, N.W
 Albuquerque, N.M. 87104

 OTHER OFFICERS:

 Leroy J. Chavez (3) .........  -0-          *             -0-           *
 401 Coors Blvd., N.W
 Albuquerque, N.M. 87121

 Brent Lesley (3) ............  -0-          *             -0-           *
 401 Coors Blvd., N.W
 Albuquerque, N.M. 87121

 Directors and Officers
   as a group (11 people) ....5,989(1-3)     *(1-3)      55,400        64.35
                                                                           
_____________
(1) Each of the current  Class A Directors  are the  Management's  nominees  for
Director at the Annual Meeting of Shareholders
(2) Of which, 46 shares are owned by Mr. Padilla's wife.
(3) 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
the No Par  Shares  and  Class B Shares  owned  by the  Company's  Officers  and
Directors is  approximately  8.39% of all such shares that might be voted at the
Annual Meeting of Shareholders.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 providing for an annual salary
of  $110,000.  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.

Certain Business Relationship:

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 $5,000 in commissions
for the placement of the Company's insurance in fiscal 1997.

PART IV

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

1.  Financial  Statements, included in this report as item 7 for each of the two
years ended June 30, 1996 and 1997:

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

2.  Exhibits:

Exhibit             
(3) Articles of Incorporation and Bylaws:
(3)(I)  Articles  of  Incorporation  filed  as an  exhibit  to the  registrant's
Registration  Statement  on Form 10-K on  September  28,  1982 and  incorporated
herein by reference.
(3)(ii) Restated Bylaws filed as an exhibit with the registrant's  Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1993.
(10) Material Contracts:
(10.1)  Consulting  Agreement with Sosimo  Padilla,  dated December 18, 1992, as
filed with the  registrant's  Annual  Report on Form  10-KSB for the fiscal year
ended June 30, 1993, and incorporated herein by reference.
(10.2)  Consulting  Agreement with  Polecarpio  (Lee) Anaya,  dated December 18,
1992, as filed with the registrant's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1993, and incorporated herein by reference.
(10.3) Employment Agreement with Barbara Page, dated December 18, 1992, as filed
with the  registrant's  Annual  Report on Form  10-KSB for the fiscal year ended
June 30, 1993, and incorporated herein by reference.
(10.4)Lease  Agreement dated April 25, 1994, between Central Avenue Partners and
Walgreen  Co., as filed with the  registrant's  Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997, and incorporated herein by reference.
(10.5) Assignment of Lease dated April 20, 1995, from Central Avenue Partners to
the Registrant,  as filed with the registrant's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1995, and incorporated herein by reference.
(10.6)  Lease  Agreement  dated March 14, 1995,  between  George  Brunacini  and
Jeannette   Brunacini  and  Circuit  City  Stores,   Inc.,  as  filed  with  the
registrant's  Annual  Report on Form  10-KSB for the fiscal  year ended June 30,
1995, and incorporated herein by reference.
(10.7)  Assignment  of Lease  dated June 28,  1995,  from George  Brunacini  and
Jeannette  Brunacini to the Registrant,  as filed with the  registrant's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1995, and  incorporated
herein by reference.
(10.8) Lease  Agreement  dated March 19, 1996,  between C.A.P.  II, a New Mexico
general  partnership,  and Walgreen Co., as filed with the  registrant's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1996, and  incorporated
herein by reference.
(10.9)  Assignment  of Lease dated June 21, 1996,  from C.A.P.  II, a New Mexico
general  partnership,  to the Registrant,  as filed with the registrant's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1996, and  incorporated
herein by reference.

Statement  regarding  computation  of per  share  earnings  is  incorporated  by
reference  to Note  A(8) to the  Financial  Statements  incorporated  herein  by
reference to  Registrant's  Annual  Report to  Shareholders  for the Fiscal year
ended June 30, 1997.
 
Subsidiaries of the Registrant

The registrant has the following subsidiaries:

            Name                        State of Incorporation

     El Campo Santo, Inc                New Mexico - non-profit
     Westland Community Services, Inc   New Mexico - non-profit
     Westland Somerville Ltd.           New Mexico - profit
     Tierre Oeste Ltd.                  New Mexico - profit
     
All other exhibits  required by Item 601 of Regulation S-B are  inapplicable  to
this Registrant in this filing.

(b)  Reports on Form 8-K:

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

SIGNATURES

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

WESTLAND DEVELOPMENT CO., INC.


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

Date:  August 27, 1997

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


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

Date:  August 27, 1997

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


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

Date:  August 27, 1997


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

Date:  August 27, 1997


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

Date:  August 27, 1997


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

Date:  August 27, 1997


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

Date:  August 27, 1997


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

Date:  August 27, 1997


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

Date:  August 27, 1997


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

Date:  August 27, 1997


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

Date:  August 27, 1997