1

                                  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, 2001

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

Commission File Number: 0-7775

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

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

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

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

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

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

                            No Par Value Common Stock
                                (Title of Class)

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

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

State issuer's revenues for its most recent fiscal year: $ 3,129,167

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

On September 15, 2001, there were 704,838 No Par Value Common shares and 31,700
Class B shares owned by non-affiliates. The stock was sold on September 1, 2001
for $22 per share. Thus the aggregate market value of the voting stock held by
non-affiliates was $16,203,836.

The number of shares outstanding of each of Westland's classes of common stock,
as of September 15, 2000, was:

        No Par Value Common: 714,841 shares.
        Class B $1.00 Par Value: 86,100 shares.

                                     PART I

ITEM 1:  DESCRIPTION OF BUSINESS

I. General Development of Business.

Westland Development Co., Inc., a New Mexico for-profit corporation
("Westland"), is the successor to a community land grant corporation named Town
of Atrisco, which itself was a successor to a Spanish community land grant named
the Atrisco Land Grant. Information concerning the historical background of
these predecessor organizations and the conversion in 1967 from a community land
grant corporation into a business corporation can be found in Westland's Form 10
and its Form 10-K for the fiscal year ended June 30, 1974. With limited
exceptions, only lineal descendants of the incorporators of the Town of Atrisco
may own shares of Westland's Common Stock.

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

Westland is the owner of approximately 56,000 acres of land located on the west
side of Albuquerque, New Mexico. Most of its property is held for long term
investment and is leased for cattle grazing. Westland derives revenues through
commercial and land leases, partnerships formed for various development
projects, lot development sales to homebuilders and bulk land sales to other
land developers.

In 1998 the City of Albuquerque and the County of Bernalillo finalized the
approval of a 6,400 acre master plan. For Westland to begin developing or
selling land within this planned area (Master Plan), the City must make
available the required utilities. In 2000, the City annexed an initial 1,665
acres per the terms of a Pre-Annexation Agreement executed by the Company and
the City of Albuquerque in November 1998. Westland is to furnish sewer and water
utilities to the initial 1,665 acres within the Master Plan area. Westland has
segregated the lands within the master plan area for development.

Utilities do not presently exist on any of the Master Planned lands. Per the
Pre-Annexation Agreement, Westland has agreed that it will finance or bear the
initial cost of the major water and sewer infrastructure to the initial 1,665
acres, which are now estimated to be as much as $10,000,000. When completed,
Westland will convey the utilities to the City. Although for the initial phase
Westland must advance the cost of the utilities, it will recover those costs
through a "hook-up" fee that will be charged to each lot sold in the annexed
area. An additional $5,000,000 to $10,000,000 will also be financed or borne by
Westland for additional water and sewer distribution and collection lines and
roads with no reimbursement. Depending upon the growth of development in this
area, it may take 10 to 15 years for Westland to recover these costs.

Westland has put the major water system out to bid and is currently soliciting
financing for the construction of the initial phase of the Master Plan
infrastructure. The method being pursued is the recently legislated Public
Improvement District that allows bond financing at favorable rates. Although no
commitments have yet been received, Management believes that Westland will
obtain the required financing and begin construction of improvements within the
next fiscal year.

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

II.  Status of Westland's Business.

Over the past 20 years, Westland developed six master plans and sold all of the
acreage included in them. Those master plans are identified as Atrisco Urban
Center and El Rancho Atrisco, Phases I through V. These lands, except for the
Phase V master plan which was abandoned due the introduction of the Petroglyph
National Monument, have now been substantially developed and sold. As discussed
above, the new Master Plan encompasses approximately 6,400 acres in an area
located north of I-40, between Unser and Paseo del Volcan. Initial utility
development of Phase I of the Master Planned area should begin in the next
fiscal year, depending upon available funding.

A. Oil and Gas and Grazing Leases.

Approximately 54,300 acres of Westland's land is not planned for development and
55,139 acres are leased to non-affiliated people for cattle grazing. The leases
provided revenue of approximately $75,922 in fiscal 2001. Because of the extreme
drought in the area, Westland has granted rent abatements to the tenant in each
of the last three fiscal years.

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

Westland also owns and leases  certain  commercial  buildings at an aggregate
annual  rental of  $1,229,108.  (See "Revenue  Producing Properties".)

B. Development Properties.

As of June 30, 2001, Westland continued to own approximately 150 acres of
developed and unsold land. The effort of Westland and its staff is being devoted
to the implementation of the new Master Plan at the earliest possible date. A
summary of Westland Master Plan is as follows:

C. Westland Master Plan.

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

It is anticipated that there are no insurmountable obstacles remaining,
including acquiring the necessary financing, to begin the implementation of the
Master Plan. Management expects that the first sale of lands in the master
planned area will occur in the next one or two fiscal years, barring unforeseen
delays such as a major downturn in the U. S. economy.

D. Other Projects.

1.  Volcano Business Park.

Volcano Business Park consists of approximately 22 acres zoned for industrial
park uses, which were platted and developed into 14 lots. Westland, through a
partnership arrangement, owns 50% of a 172-unit self-storage facility on
approximately 1.7 acres of this property. As of August 1, 2000, the facility was
substantially occupied. During fiscal 2000, the facility was expanded to provide
outdoor storage for motor vehicles and boats. At the end of fiscal 2001, the
facility was approximately 85% occupied.

2. Project Development.

  (a) Westland Master Plan

The Company is currently preparing marketing information and considering
financial options and the optimum timing for initiating development, marketing,
and sales of land which currently has water and sewer service in the Master Plan
area. The Company has undertaken the subdivision planning, design and approval
process for 280 single-family lots in a six-phase project named the Painted Sky
Subdivision. Construction was started on Phases 1 and 2 on June 11, 2001. KB
Homes and Raylee Homes have executed letters of intent to purchase the 106 lots
in Phases 1 and 2 of Painted Sky.

The Company is also developing two other subdivisions in an area west of Unser
Blvd. and north of I-40 east of the Master Plan area. These are Tierra Oeste
Units I and II and the Crossings Units I and II. Tierra Oeste Unit I is
completed and is nearly all sold. Sales of lots in one or more of these two
newly developing areas are anticipated to continue during the current fiscal
year.

The Company obtained approval for a 27 hole golf course on approximately 250
acres adjoining the Petroglyph National Monument within the Master Plan area
from the City of Albuquerque's Environmental Planning Commission.

  (b) South Tract

During fiscal 2000 the Company sold 100 acres of land located near the proposed
extension of Rio Bravo Blvd. to a manufactured housing community developer. This
community called "Paakweree" is near completion on the 100 acre tract. During
fiscal year 2001, Bernalillo County completed construction of the connection of
Rio Bravo Blvd. from Coors S.W. to Paseo del Volcan S.W.

3.  Recreation Complex

Westland previously reported that in 1994 it entered into a lease/option
arrangement related to approximately 100 acres located one mile north of I-40 on
Paseo del Volcan. Westland took possession and ownership of the facility in 1997
as a result of default in the terms of the lease/option. The Park contains a
fully developed recreation and softball complex. The property is leased to City
of Albuquerque for $5,000 per year through February, 2004.

4.  Education and Community Projects

Westland has a continuing corporate program of donating land or otherwise
assisting in projects that its management believes have a long term beneficial
effect to the development and furtherance of the educational and health of the
community and citizens. As previously reported, Westland has agreed to donate
lands for the purpose of building schools, churches, and healthcare facilities.
During fiscal 1999, Westland donated approximately fifty acres to YES Housing,
Inc., a nonprofit corporation, for the purpose of construction of a facility
devoted to the housing and employment of mentally ill citizens. The site of the
facility has been moved to within City limits and closer to utilities and City
services, and YES Housing, Inc. has conveyed the 50 acres back to the Company.
During fiscal 2001, Westland received requests for assistance through the grant
of land.

5.  Land Sales

Westland has, in the last year, completed 54 transactions (52 of which were
residential lots) totaling approximately 63 acres.

6.   Reinvestment Properties

As part of Westland's plans to defer the tax burden arising from the sale of its
lands to the National Park Service under threat of condemnation for inclusion in
the Petroglyph National Monument, it reinvested the sale proceeds in the
properties discussed below and two vacant land parcels. As a result of these
purchases, Westland believes that it has deferred payment of taxes on the gain
on sales of land to the National Park Service.

The Commercial properties are the following:

a) A commercial building at Coors Boulevard and Sequoia Road in Albuquerque at a
cost of $2,630,000, $1,673,491 of which is subject to a Mortgage upon which
Westland must pay monthly payments of $17,970. This building has been leased to
Walgreen Co. for 20 years at a fixed rent of $19,173 per month plus additional
rent based upon a formula of gross sales up to a maximum rent of $460,161 in any
one year.

b) A commercial building in Albuquerque's Midway Industrial Park at a cost of
$1,074,000, $670,405 of which is subject to a Mortgage upon which Westland must
make monthly payments of $6,893. This building has been leased to Circuit City
Stores for a term of 10 years at an escalating rental beginning at $4.25 per
square foot the first year and increasing in stages to $5.55 per square foot in
the tenth year. The lessee has also been granted the right to extend the lease
for two additional 5 year terms at escalating rental rates during each of the
years of any extended term. The current rent is $10,091 per month.

c) A commercial building located at Coors Boulevard and Central Avenue at a cost
of $3,593,000, which is subject to a mortgage of $2,537,296 requiring payments
of $24,682 per month. The building has been leased to Walgreen Co. on a minimum
20 year lease at a fixed rent of $26,122 per month plus a percentage of gross
sales, with the maximum annual rent being capped at $626,922. Walgreen Co. may
continue the term of the lease for an additional 40 years.

d) A commercial building located at the SE corner of Eubank and Spain, N.E., at
a cost of approximately $1,331,000, which is subject to a mortgage of $878,804
requiring payments of $9,079 per month. The building has been leased to Marie
Callender Pie Shops, Inc., on a minimum 10-year lease at a fixed rent of
$11,000, plus a Percentage Rent in the amount of 6% of Annual Gross Sales in
excess of $132,000. The tenant has the right to renew the lease for as many as
three 5 year terms.

e) A commercial building located in El Paso, Texas at cost of approximately
$3,907,000, which is subject to a mortgage of $3,004,347 requiring payments of
$25,403 per month. The building is leased to Walgreen Company on a minimum 20
year lease at a fixed rent of $28,167 per month, plus a percentage of gross
sales with a maximum annual rent of $676,000.



Current Real Estate Market Conditions

The market conditions for the development and sale of properties in Albuquerque
have slowed but remain positive at the present time. Westland has been able to
sell the residential properties it has developed and is hopeful that these sales
will increase next year due to the introduction of Painted Sky and additional
Tierra Oeste subdivisions. Management believes that for the foreseeable future,
residential, commercial and industrial construction will continue at a moderate
pace.

Competition

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

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

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

Employees

As of September 15, 2001, Westland had nine full-time and five part-time
employees. Westland's president, who is also a director, is a full time
employee. Westland also had contractual relationships with other individuals,
including two of Westland's officers and directors, who provided various
services to the Company.

Government Regulations.

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

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

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

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

Availability of Water and Municipal Services.

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

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

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

Other Factors Affecting Development of Westland's Land

Various activist groups, as well as neighborhood organizations occasionally take
actions that have, to some extent, delayed Westland's plans for the development
of some of its lands.

ITEM 2:  DESCRIPTION OF PROPERTIES

The major physical assets owned by Westland are its land which is owned in fee
simple. The land is mostly comprised of approximately 56,000 acres of
undeveloped land held for long-term investment. Approximately 6,400 acres are
located in Westland's Master Plan area.

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

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

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

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

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

ITEM 3:  LEGAL PROCEEDINGS

Other than ordinary routine litigation incidental to the Company's business,
neither the Company nor any member of management is the subject of any pending
or threatened legal proceedings:

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 30, 2001.

                                     PART II

ITEM 5: MARKET FOR WESTLAND'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 ninety (90) days preceding this date of this report has
been $22 per share.

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

         The following table sets forth the approximate number of holders of
record of each class of Westland's common stock as of September 15, 2001:

                                                   Number of
             Title of Class                      Record Holders

         No Par Value Common                          5731
         $1.00 Par Value Common    Class A               0
         $1.00 Par Value Common    Class B              26

Dividends: During each of the two (2) fiscal years ended June 30, 2000 and June
30, 2001, Westland paid cash dividends to shareholders, aggregating a total
during those two years of $1,806,331.

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

During fiscal 2001, Albuquerque continued a significant pattern of growth
and continues to be one of the fastest growing cities in the Southwest. Because
of certain geographical and other limitations on its growth, Westland's lands
lie directly in the path of future predictable growth patterns of Albuquerque.

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

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

Land is Westland's principal capital resource, and is valued, for financial
accounting purposes, at its 1907 value plus the cost of improvements. Westland's
balance sheet does not reflect the actual current value of this asset. The
Company has no current appraisals of the land and, therefore, the actual value
of the land is not known. The carrying value of the land was increased during
the both fiscal years ended June 30, 2001 and 2000, 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, 2001 carrying value of the land is substantially less than
its current market value. Westland's balance sheet also segregates
income-producing properties which consist of commercial real estate and
improvements. The actual value of Westland's land varies depending on national
and local market conditions and the amount and proximity of roads, utilities and
other amenities to the land under development. As Albuquerque continues to grow,
the land value of both developed and undeveloped land should increase.

As reported last year, after some delay, Westland received approval of its
Master Plan by both the City of Albuquerque and Bernalillo County. The Master
Planned land includes the area north of Interstate 40 and south of the area
designated for the Petroglyph National Monument between Unser Boulevard and
Paseo del Volcan Road. The Master Plan area encompasses approximately 6,400
acres, but does not include any land located within the Monument and will have
no adverse impact on the Monument. During the fiscal year the City of
Albuquerque annexed the initial 1,600 acres of the master planned area, which
will permit sewer and water services to be extended in an orderly manner to that
number of acres as they are developed. Westland has agreed with the City that it
will pay the cost of the infrastructure normally paid for by the city for new
development in the master planned area and will recover those costs through a
fee charged by the city as each lot is connected to the services. Management
still anticipates that development and sale of the initial parcels of land
within the Master Planned area will occur in the year 2002, however,
unforeseeable delays in getting utilities to the lands may cause this period to
be extended beyond that anticipated date.

Westland is currently preparing marketing information and considering financial
options and the optimum timing for initiating development, marketing, and sales
of land in the Sector Plan area. The Company and Mesa Golf of Dallas, Texas,
recently obtained approval for a 27 hole golf course community located on 500
acres adjoining the Petroglyph National Monument within the Sector Plan area
from the City of Albuquerque's Environmental Planning Commission. Unfortunately
the City's approval was appealed by Mr. Jaime Chavez "on behalf of concerned
Atrisco Land Grant heirs" in the name of Water Information Network. The appeal
may delay the golf course project, and possibly the Sector Plan area's
development, increase expenses for the Company, and damage the Company's
reputation.

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

Financial Condition, Liquidity and Capital Resources:

During fiscal 2001, total assets increased to $23,865,926 from $20,237,662, and
liabilities increased from $12,060,545 to $17,086,310. The increase in assets is
occurred primarily in Land and improvements and Income producing properties,
which increased by $4,861,392 together, and Cash and equivalents,
which decreased by $3,118,559. This is the effect of increased investment in
current projects and the addition of the El Paso Walgreens store. Receivables
increased by $463,692 because of a year-end land sale the proceeds of which were
not received in 2001. The increase in liabilities is the result of the added
mortgage in the amount of $3,004,348 for the new Walgreens property and
increases in revolving lines of credit of $2,309,681, drawn primarily to fund
increased property investment.

In fiscal 2001, the Company maintained lines of credit with local banks
aggregating approximately $3,600,000, collateralized by certain real property.
The purpose of these lines is to provide funds necessary for its continued
expansion. At June 30, 2001, the lines had outstanding balances of $2,309,681.

During fiscal 2002, the Company will be obligated to pay income tax of
approximately $800,000 should replacement properties totaling $2,007,000 for the
involuntary conversion of land by the National Park Service not be acquired.
Management diligently seeks income producing properties for acquisition as
replacement properties and fully expects to off-set this tax obligation. Because
the Company has deferred gains of approximately $15,700,000 for tax reporting,
deferred income tax liabilities of approximately $6,100,000 are recorded in the
Company's financial statements. In the event replacement properties are sold,
deferred income taxes will become currently payable.

Management is not certain that the uncommitted balance of cash, cash
equivalents, investments and its borrowing capacity are sufficient to meet all
of the Company's obligations during 2002 without considering additional revenues
that may be generated during that period.

Results of Operations:

In fiscal 2001, land revenues decreased by $4,490,929 from $6,511,919 in 2000 to
$2,020,990. The related cost of land revenues decreased to $831,029, or $422,841
from $1,253,870 in fiscal 2000. Rental revenue increased from $843,105 to
$1,108,177 and the related costs increased from $258,572 to $293,727. These
increases are expected to continue as the Company expands its activities in this
area.

In the past fiscal year, land sales were less than the prior year as the Company
experienced diminished sales of improved residential lots as last year and fewer
large parcel sales. Sales of improved residential lots in fiscal 2000 were
approximately $1,148,000, and large parcel sales were approximately $4,810,000.
In fiscal 2001, the Company's sales of improved lots declined to $1,102,000 and
large parcel sales decreased to $830,000, primarily because the Company's sales
effort for the year included several large parcels which did not close in 2001.
Gross profits on land revenues decreased from 81% in 2000 to 59% in 2001,
because of the decreased amount of large parcel sales, which have a higher gross
profit ratio, in 2001. Gross profits on rental operations increased slightly in
2001, from 69% to 73%, primarily from the addition of the new Walgreens unit in
El Paso.

General and administrative expenses remained relatively constant from 2000 to
2001, but interest income decreased from $234,872 to $141,122, as the Company
reduced its holdings of interest bearing investments, and interest expense
increased from $605,277 to $816,357 from added debt incurred in 2001.

Cash Flow:

During fiscal 2001 Westland invested $5,291,417 in income producing and other
assets and had net borrowing of $4,978,715. Including these uses of cash and
payment of cash dividends of $1,003,623, cash equivalents and short-term
investments decreased by $3,118,559, as operations used $1,806,668.In 2000,
operating and investing activities provided $2,407,033 and $2,183,749,
respectively, while financing activities used $2,008,404, including net debt
repayment of $1,161,221, resulting in an increase in cash and equivalents of
$2,582,378.


ITEM 7:  FINANCIAL STATEMENTS

               Report of Independent Certified Public Accountants


Stockholders
Westland Development Co., Inc.

We have audited the  accompanying  balance  sheet of Westland  Development  Co.,
Inc.,  as  of  June  30,  2001,  and  the  related   statements  of  operations,
stockholders'  equity  and cash  flows for each of the two  years in the  period
ended June 30, 2001. These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Westland Development Co., Inc.,
as of June 30, 2001,  and the results of its  operations  and its cash flows for
each of the two years in the  period  ended  June 30,  2001 in  conformity  with
accounting principles generally accepted in the United States of America.





GRANT THORNTON LLP


Oklahoma City, Oklahoma
August 24, 2001



<PAGE>


                         Westland Development Co., Inc.

                                   BALANCE SHEET

                                  June 30, 2001


                                     ASSETS

Cash and cash equivalents ..........................                 $   764,001

Short-term investments .............................                   1,497,275

Receivables
    Real estate contracts (note B) .................   $   475,114
    Note receivable - related party (note L) .......        99,707
    Other receivables ..............................       152,399       727,220
                                                                     -----------

Land and improvements held for future
  development (notes C and E) ......................                   8,191,471

Income-producing properties, net (notes D and E) ...                  11,843,922

Property and equipment, net of accumulated
  depreciation of $583,957 (note E) ................                     337,855

Investments in partnerships and joint ventures .....                     228,452

Income taxes receivable ............................                      14,257

Other assets .......................................                     261,473
                                                                     -----------

                                                                     $23,865,926
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable, accrued expenses and
  other liabilities ................................                 $   475,742
Deferred income taxes (note F) .....................                   5,416,423
Notes, mortgages and assessments
  payable (note E) .................................                  11,194,145
                                                                     -----------

                  Total liabilities ................                  17,086,310

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

Stockholders' equity (note G)
    Common stock - no par value; authorized,
      736,668   shares;  issued  and
      outstanding, 714,841 shares ..................   $     8,500
    Class B common stock - $1 par value;
      authorized, 491,112 shares;
      issued and outstanding, 86,100 shares ........        86,100
    Additional paid-in capital .....................       591,811
    Retained earnings ..............................     6,093,205     6,779,616
                                                       -----------   -----------

                                                                     $23,865,926
                                                                     ===========

         The accompanying notes are an integral part of this statement.

<PAGE>


                         Westland Development Co., Inc.

                            STATEMENTS OF OPERATIONS

                               Year ended June 30,


                                                      2001             2000
                                                   -----------      -----------

Revenues
    Land .....................................     $ 2,020,990      $ 6,511,919
    Rentals ..................................       1,108,177          843,105
                                                   -----------      -----------
                                                     3,129,167        7,355,024

Costs and expenses
    Cost of land revenues ....................         831,029        1,253,870
    Cost of rentals ..........................         293,727          258,572
    Other general, administrative
      and operating ..........................       1,835,303        1,802,016
                                                   -----------      -----------
                                                     2,960,059        3,314,458
                                                   -----------      -----------

                  Operating income ...........         169,108        4,040,566

Other (income) expense
    Interest income ..........................        (141,122)        (234,872)
    Gain on sale or disposition of
      property and equipment .................            (100)            (280)
    Other income .............................         (26,993)         (16,223)
    Interest expense .........................         816,357          605,277
                                                   -----------      -----------
                                                       648,142          353,902
                                                   -----------      -----------

                  Earnings (loss)
                    before income taxes ......        (479,034)       3,686,664

Income tax expense (benefit) (note F) ........         (80,722)       1,354,464
                                                   -----------      -----------

                  NET EARNINGS (LOSS) ........     $  (398,312)     $ 2,332,200
                                                   ===========      ===========

Weighted average common shares
  outstanding, basic and diluted .............         801,116          802,626
                                                   ===========      ===========

Earnings (loss) per common share,
  basic and diluted ..........................     $      (.50)     $      2.91
                                                   ===========      ===========

        The accompanying notes are an integral part of these statements.


<PAGE>


                         Westland Development Co., Inc.

                          STATEMENT OF STOCKHOLDERS' EQUITY

                       Years ended June 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                                      Class B
                                          Common stock              Common stock
                                          no par value              $1 par value           Additional
                                  --------------------------   -------------------------     paid-in       Retained
                                     Shares         Amount        Shares       Amount        capital       earnings        Total
                                  -----------    -----------   -----------   -----------   -----------   -----------    -----------
<S>                               <C>            <C>           <C>           <C>           <C>           <C>            <C>


Balances at July 1, 1999 ......       716,608    $     8,500        86,100   $    86,100   $   581,527   $ 6,015,973    $ 6,692,100

Net earnings ..................          --             --            --            --            --       2,332,200      2,332,200

Cash dividends paid -
  $1 per share ................          --             --            --            --            --        (802,708)      (802,708)

Purchase/retirement
  of common stock .............        (1,315)          --            --            --            --         (44,475)       (44,475)
                                  -----------    -----------   -----------   -----------   -----------   -----------    -----------

Balances at June 30, 2000 .....       715,293          8,500        86,100        86,100       581,527     7,500,990      8,177,117

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

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

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

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

Balances at June 30, 2001 .....       714,841    $     8,500        86,100   $    86,100   $   591,811   $ 6,093,205    $ 6,779,616
                                  ===========    ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

        The accompanying notes are an integral part of this statement.


<PAGE>


                          Westland Development Co., Inc.

                            STATEMENTS OF CASH FLOWS

                               Year ended June 30,

<TABLE>
<CAPTION>
                                                                             2001           2000
                                                                         -----------    ------------
<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 ..........................................   $ 1,464,566    $ 6,415,088
    Development and closing costs paid ...............................    (2,051,178)    (1,179,963)
    Cash received from rental operations .............................     1,089,983        915,206
    Cash paid for rental operations ..................................       (28,299)       (70,535)
    Cash paid for property taxes .....................................       (20,303)      (135,736)
    Interest received ................................................       140,382        234,872
    Interest paid ....................................................      (765,429)      (604,029)
    Income tax refunds (paid) ........................................       136,424     (1,315,000)
    Other general and administrative costs paid ......................    (1,799,707)    (1,871,536)
    Other ............................................................        26,893         18,666
                                                                         -----------    -----------

                  Net cash provided by (used in) operating activities     (1,806,668)     2,407,033

Cash flows from investing activities
    Capital expenditures .............................................    (3,913,681)      (238,281)
    Investments in partnerships and joint ventures ...................         6,257         (2,808)
    Change in short-term investments .................................    (1,387,361)     2,468,105
    Change in note receivable - related party ........................         3,368        (43,267)
                                                                         -----------    -----------

                  Net cash provided by (used in) investing activities     (5,291,417)     2,183,749

Cash flows from financing activities
    Borrowings on notes, mortgages and assessments payable ...........     5,625,062        990,698
    Repayments of notes, mortgages and assessments payable ...........      (646,347)    (2,151,919)
    Payment of dividends .............................................    (1,003,623)      (802,708)
    Purchase of common stock .........................................        (5,850)       (44,475)
    Insurance reimbursement for common stock purchases ...............        10,284           --
                                                                         -----------    -----------

                  Net cash provided by (used in) financing activities      3,979,526     (2,008,404)
                                                                         -----------    -----------

                  NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (3,118,559)     2,582,378

Cash and cash equivalents at beginning of year .......................     3,882,560      1,300,182
                                                                         -----------    -----------

Cash and cash equivalents at end of year .............................   $   764,001    $ 3,882,560
                                                                         ===========    ===========
</TABLE>
<PAGE>
                           Westland Development Co., Inc.

                      STATEMENTS OF CASH FLOWS - CONTINUED

                               Year ended June 30,

<TABLE>
<CAPTION>
                                                                             2001           2000
                                                                         -----------    ------------
<S>                                                                      <C>            <C>
Reconciliation of Net Earnings (Loss) to Net Cash Provided by
  (Used in) Operating Activities

Net earnings (loss) .................................................    $  (398,312)   $ 2,332,200
Adjustments to reconcile net earnings (loss) to net cash provided by
  (used in) operating activities
       Depreciation .................................................        323,257        259,253
       Gain on sale of property and equipment .......................           (100)          (280)
       Deferred income taxes ........................................         47,374         57,049
       Proceeds from sale of property and equipment .................           --              280
       Change in
           Income taxes recoverable/payable .........................          8,328        (17,585)
           Other receivables ........................................        (58,803)       (54,265)
           Land and improvements held for future development ........     (1,220,149)       (73,907)
           Other assets .............................................        (99,682)        (9,744)
           Accounts payable, accrued expenses and other liabilities .        (51,252)       (44,649)
           Accrued interest payable .................................         50,928          1,247
           Real estate contracts receivable .........................       (408,257)       (42,566)
                                                                         -----------    -----------

                  Net cash provided by (used in) operating activities    $(1,806,668)   $ 2,407,033
                                                                         ===========    ===========
</TABLE>
        The accompanying notes are an integral part of these statements.

<PAGE>


                         Westland Development Co., Inc.

                          NOTES TO FINANCIAL STATEMENTS

                             June 30, 2001 and 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

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

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

       Value of no par common stock as
       stated in the Articles of Incorporation               $  8,500
       Additional paid-in capital                             224,082
                                                             --------
                                                             $232,582
                                                             ========

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

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

    The  Company  develops,  sells or leases its real estate  holdings,  most of
    which are located near  Albuquerque,  New Mexico.  The Company may use joint
    ventures  or  participation  in limited  partnerships  to  accomplish  these
    activities.  Revenue  sources  for the years  ended  June 30,  2001 and 2000
    consist  primarily of proceeds  from 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.

    The Company maintains its cash in bank deposit accounts which, at times, may
    exceed  federally  insured  limits and in certain  other funds which are not
    federally  insured.  The  Company  has not  experienced  any  losses in such
    accounts  and believes it is not exposed to any  significant  credit risk on
    cash and cash equivalents.

<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


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

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

    Short-term  investments  include treasury bills carried at fair value.  Such
    investments  generally  have  maturities  of more than three months and less
    than one year.

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

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

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

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

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

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

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

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

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

    Deferred  income  tax  assets or  liabilities  are  determined  based on the
    difference  between financial  statement and tax bases of certain assets and
    liabilities  as  measured  by the  enacted  tax  rates in  effect  using the
    liability method.

<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


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

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

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

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

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

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

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

NOTE B - REAL ESTATE CONTRACTS RECEIVABLE

    Real  estate  contracts  receivable  at  June  30,  2001  consist  of  three
    contracts, one payable in monthly installments of principal and interest and
    two due in lump sum  payments of  principal  and  interest at maturity  with
    interest rates from 8% to 9.5%, and are collateralized by land.

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

                2002                                      $455,308
                2003                                         9,806
                2004                                            -
                2005                                            -
                2006                                        10,000
                                                           -------
                                                          $475,114
                                                           =======

<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


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, 2001:

       Land                                                $1,058,283
       Improvements                                         7,133,188
                                                            ---------

                                                           $8,191,471
                                                            =========

NOTE D - INCOME-PRODUCING PROPERTIES

    Income-producing  properties consist primarily of five single-tenant  retail
    store  buildings  and a portion of the  Company's  office  building  and are
    summarized as follows at June 30, 2001:

       Buildings and equipment                            $ 8,787,426
           Less accumulated depreciation                    1,145,219
                                                           ----------
                                                            7,642,207
       Land                                                 4,201,715
                                                           ----------

                                                          $11,843,922
                                                           ==========

    The  Company's  rentals from  income-producing  properties  are  principally
    obtained  from  tenants  through  rental  payments  as  provided  for  under
    noncancelable  operating leases.  The lease terms range from one to 20 years
    and typically  provide for guaranteed  minimum rent,  five-year  renewals at
    tenants'  options,  percentage  rent and  other  charges  to  cover  certain
    operating costs.

    Minimum future  rentals from  income-producing  properties on  noncancelable
    tenant operating leases as of June 30, 2001 are as follows:

       Year ending June 30
         2002                                             $ 1,229,103
         2003                                               1,210,947
         2004                                               1,213,930
         2005                                               1,144,675
         2006                                               1,041,581
         Thereafter                                        10,248,121
                                                           ----------

                                                          $16,088,357
                                                           ==========

<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


NOTE E - NOTES, MORTGAGES AND ASSESSMENTS PAYABLE

    Notes,  mortgages and assessments  payable are summarized as follows at June
    30, 2001:

       Promissory note, due in monthly  installments
       of $17,970 through May 2015,  including interest at
       9.37%; collateralized by income-producing properties          $ 1,673,491

       Promissory note, due in monthly installments of $9,079
       through July 2014, including interest at 8%;
       collateralized by income-producing properties                     878,804

       Note payable, due in monthly installments of $6,893
       through September 2015, including interest at 8.75%;
       collateralized by income-producing properties                     670,405

       Mortgage note, due in monthly installments of $24,682,
       including interest at 8.52%, due November 1, 2016;
       collateralized by income-producing properties                   2,537,296

       Mortgage note, due in monthly installments of $25,403,
       including interest at 7.8%, due April 15, 2020;
       collateralized by income-producing properties                   3,004,348

       Note payable, due in monthly installments of $5,140
       through February 2002, including interest at 9%;
       collateralized by specific tracts of land; paid off
       in July 2001                                                       34,876

       Balloon note,  interest due quarterly at 9%,
       principal due March 2003;  collateralized by specific
       tracts of land; paid off in July 2001                              83,048

       Revolving line of credit with a bank, variable
       interest payable quarterly (7% at June 30, 2001),
       principal due September 29, 2001; collateralized
       by real estate with borrowings up to $2,000,000                   800,000

       Revolving line of credit with a bank, interest payable
       quarterly at 8.25%, principal due April 25, 2002;
       collateralized by real estate with borrowings up to
       $1,600,000                                                      1,509,681

       Assessments payable                                                 2,196
                                                                     -----------

                                                                     $11,194,145
                                                                     ===========

    Aggregate  required   principal   payments  on  the  notes,   mortgages  and
    assessments payable as of June 30, 2001 are as follows:

       Year ending June 30
         2002                                             $ 2,703,673
         2003                                                 298,045
         2004                                                 324,363
         2005                                                 353,016
         2006                                                 384,213
         Thereafter                                         7,130,835
                                                           ----------

                                                          $11,194,145
                                                           ==========

<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


NOTE F - INCOME TAXES

    An analysis of the deferred income tax assets and liabilities as of June 30,
    2001 is as follows:

       Deferred tax assets
           Improvements held for future development        $  129,728
           Property, equipment and land                       553,397
           Investments                                         24,192
           Other                                              122,346
           Valuation allowance                               (121,216)
                                                            ---------
                                                              708,447
       Deferred tax liabilities
           Deferred tax gain on involuntary
             conversion of land                             6,124,870
                                                            ---------

                         Net deferred tax liability        $5,416,423
                                                            =========

    Income tax expense (benefit) consists of the following:

                                                         Year ended June 30,
                                                      --------------------------
                                                        2001              2000
                                                      ---------       ----------

       Current
           Federal                                    $(111,429)      $1,015,805
           State                                        (16,668)         281,610
                                                      ---------       ----------
                                                       (128,097)       1,297,415
       Deferred
           Federal                                       35,257           44,497
           State                                         12,118           12,552
                                                      ---------       ----------
                                                         47,375           57,049
                                                      ---------       ----------

                                                     $  (80,722)      $1,354,464
                                                     ==========       ==========

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

                                                          Year ended June 30,
                                                      -------------------------
                                                        2001             2000
                                                      --------        ---------

       Tax expense (benefit) at statutory rates      $(162,872)      $1,253,466
       State income taxes at statutory rates           (36,407)         280,186
       Change in valuation allowance                       -           (194,784)
       Nondeductible expenses                           21,459           19,926
       Other                                             1,195           (4,330)
       Revision of prior year estimates                 95,903              -
                                                      --------        ---------

                         Total expense (benefit)     $ (80,722)      $1,354,464
                                                      ========        =========


<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


NOTE F - INCOME TAXES - CONTINUED

    A valuation allowance of approximately  $121,000 has been recognized at June
    30,  2001  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

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

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

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

    At June 30,  2001,  the  5,047  shares of no par value  common  stock,  upon
    judicial  determination,  can be distributed to stockholders of record as of
    the date of incorporation.

    There is no established  market for the Company's  common stock. At June 30,
    2001,  714,841 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  16,780  shares of no par value common stock which
    have  been  constructively  retired.  These  shares  have not been  formally
    retired and, as such,  may be issuable to  stockholders  of record as of the
    date of incorporation.

    During  the year  ended  June 30,  1999,  the  Board of  Directors  approved
    protection  against takeover measures whereby a threat of change of three or
    more  directors in any one year would result in  directors  threatened  with
    replacement  being granted an immediate  Class B stock bonus of 5,000 shares
    if in office as a director  ten years or more,  and 2,500  shares of Class B
    stock if in office as a director for less than ten years. The maximum number
    of shares  which could be issued  under this  agreement  at June 30, 2001 is
    40,000 shares.


<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


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 rentalsfrom five single-tenant  retail
                       store  buildings  and a portion of  the Company's  office
                       building.

    Financial information for each industry segment is summarized as follows:
<TABLE>
<CAPTION>
                                                 2000                                                 2001
                        -----------------------------------------------------   --------------------------------------------------
                                                      General                                              General
                            Land        Rentals      corporate       Total         Land        Rentals    corporate       Total
                        -----------   -----------   -----------   -----------   -----------   ---------  -----------   -----------
<S>                     <C>           <C>           <C>           <C>           <C>           <C>        <C>           <C>
Revenues .............  $ 2,020,990   $ 1,108,177   $      --     $ 3,129,167   $ 6,511,919   $ 843,105  $      --     $ 7,355,024
Operating income .....      471,768       728,473    (1,031,133)      169,108     4,658,425     508,774   (1,126,633)    4,040,566
Interest income ......         --            --         141,122       141,122          --          --        234,872       234,872
Interest expense .....     (109,256)     (668,699)      (38,402)     (816,357)      (20,106)   (536,240)     (48,931)     (605,277)
Income tax expense
  (benefit) ..........        --             --         (80,722)      (80,722)         --          --      1,354,464     1,354,464
Identifiable assets ..    8,913,781    12,061,614     2,890,531    23,865,926     7,141,245   8,426,628    4,669,789    20,237,662
Capital expenditures .         --       3,906,671         7,010     3,913,681          --       169,624       68,657       238,281
Depreciation .........         --         265,528        57,729       323,257          --       188,037       71,216       259,253
</TABLE>

    General corporate assets consist primarily of cash, furniture, equipment and
    a portion of an office building,  of which the remaining portion is included
    in rentals.

NOTE I - BENEFIT PLANS

    The Company has certain defined contribution  employee retirement plans that
    provide for employee and employer contributions.  The Company's contribution
    expense  for  these  plans  was  $107,000  and  $95,000  for 2001 and  2000,
    respectively.

NOTE J - SALES TO MAJOR CUSTOMERS

    Sales to major customers are summarized as follows:

       During the  year ended  June 30, 2001, land sales to two customers
       individually accounted for 35% and 19% of total revenues.

       During the year ended June 30, 2000, land sales to three customers
       individually accounted for 12%, 29% and 16% of total revenues.


<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


NOTE K - COMMITMENTS AND CONTINGENCIES

    The Company is engaged in various  lawsuits either as plaintiff or defendant
    which have arisen in the conduct of its  business  which,  in the opinion of
    management,  based upon advice of counsel,  would not have a material effect
    on the Company's financial position or operations.

    The Company  has entered  into  employment  contracts  with eight of its key
    officers  and  employees  for  periods  from  one to five  years  which  are
    automatically renewed for one additional period. In the event of involuntary
    employee  termination,  these  employees  may receive  from one to six times
    annual compensation. The remaining terms under the agreements range from one
    to nine-and-one-half  years and the  maximum  salaries  to be paid under the
    remaining contract periods are approximately $1,283,000.

NOTE L - 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 2000 were $92,500.

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

NOTE M - FINANCIAL INSTRUMENTS

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

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

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

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

    The carrying amount approximates fair value because either the Company has
    the contractual right to receive immediate payment or because of short
    maturities.

    2.     Short-Term Investments
           ----------------------

    Short-term  investments  represent  investments  in  treasury  bills and are
    carried at fair value.


<PAGE>


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2001 and 2000


NOTE M - FINANCIAL INSTRUMENTS - CONTINUED

    3.     Real Estate Contracts Receivable
           --------------------------------

    These  notes  receivable  are  generally  collateralized  by real estate and
    accrue interest at 8% to 9.5%. The fair value of real estate  notes is based
    upon the  present  value of future cash flows using current interest rates.

    4.     Note Receivable - Related Party
           -------------------------------

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

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

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

    The carrying  amounts and estimated  fair values of the Company's  financial
    instruments at June 30, 2001 are as follows:

                                                     Carrying         Estimated
                                                      amount          fair value
                                                   -----------       -----------

       Financial assets
           Cash and cash equivalents               $   764,001       $   764,001
           Short-term investments                    1,497,275         1,497,275
           Real estate contracts receivable            475,114           475,114
           Note receivable - related party              99,707           111,830
           Other receivables                           152,399           152,399

       Financial liabilities
           Notes, mortgages and assessments
             payable                                11,194,145        11,579,135




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

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

                                    PART III

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

Background Information for Officers and Directors:

Directors:

Barbara Page, age 67, has been a Director, a member of the Executive Committee
and the Registrant's President and Chief Executive and Chief Financial Officer
since 1989. Ms. Page is a member of the Albuquerque Economic Forum, is a member
of National Association of Industrial and Office Properties, is on the board of
Albuquerque Economic Development Inc., is also a member of the Albuquerque
Chamber of Commerce, the Albuquerque West Side Association, the Albuquerque
Hispano Chamber of Commerce and New Mexico Home Builders Association.

Polecarpio (Lee) Anaya, age 70, has been a Director, the Company's Executive
Vice President and Assistant Secretary/Treasurer. Mr. Anaya has served as
Chairman of the Executive Committee since 1989. Mr. Anaya served as a member of
the Town of Atrisco Board of Trustees from 1954 through 1959. From 1958 until
his retirement in March of 1996, Mr. Anaya owned and operated Lee's Conoco
and Lee's American Parts in Albuquerque.

Charles V. Pena, age 50, has been a Director since 1996. He is a member of the
board of directors of El Campo Santo, Inc., and a member of the Company's
Disclaimer Committee. Mr. Pena retired from Safeway stores after 19 years in
that employment. During part of that time, he was a member of the Retail Clerk's
Union where he sat on two negotiating committees and twice ran for the
Presidency of the Union. Mr. Pena attended the University of New Mexico and the
University of Albuquerque, majoring in business courses. Since 1993, Mr. Pena
has owned and operated CJ's New Mexican Food Restaurant in Albuquerque,
New Mexico.

Sosimo Sanchez Padilla, age 71, is Chairman of the Board of Directors. Mr.
Padilla has served as a Director since 1971 and has been the Chairman of the
Board of Directors for the last nine years and is a member of the Company's
Executive Committee. Mr. Padilla has been retired from Albuquerque Publishing
Company for more than the past 13 years. Mr. Padilla has served on the State of
New Mexico Border Research Institute Support Council and National Association of
Industrial and Office Properties; was Chairman of the New Mexico Highway
Commission from 1982 to 1986; served as a Trustee for the University of
Albuquerque; also served as a Director of the Westside Albuquerque Chamber of
Commerce; the Greater Albuquerque Chamber of Commerce, and the Albuquerque
Hispano Chamber of Commerce. Mr. Padilla was a founder of and for more than 20
years served as a Director of the Bank of New Mexico. In March of 1995, he
became a Director of Rancher's State Bank. From 1996 to the present, he has
served as a Director of the Hispano Chamber of Commerce in Albuquerque.

Joe S. Chavez, age 64, has served as a Director since 1995. He is a member of
the Company's Disclaimer Committee. Mr. Chavez served on the Petroglyph National
Monument Advisory Committee. For more than the past 5 years, Mr. Chavez has
been a co-owner of Regina's Dance Studio, a business specializing in the sale of
gymnastics equipment, costume and ballet apparel and coordination of dance
performances and other functions. Mr. Chavez was employed as a Sales Consultant
with Casey Luna Ford and for more than the past three years has been employed
by with Galles Chevrolet. Mr. Chavez was employed for 20 years by Kimbell Co.,
OBA Foodway, as Manager Director of store operations. Mr. Chavez served in the
Naval Reserve as Front Line Operations, Hydraulics Structural-Line Trouble
Shooter.

Carlos Saavedra,  age 75, has served as a Director since 1989. Dr. Saavedra
is the Chairman of the Company's  Disclaimer  Committee and was a member of the
Historic Research Committee for the Petroglyph  National Monument,  the National
Advisory Board on Child Nutrition, the Ethnic  Heritage  Studies  Task Force,
the Board of  Directors of the La Compania de Teatro de  Alburquerque  and the
Albuquerque Westside Coalition of Businesses.  He holds degrees as follows:
B.S. in Education,  M.A. in School  Administration,  Ed.S. in Bilingual
Education,  and Ed.D. in  linguistics.  Until his  retirement in 1985, he was
employed as a teacher,  administrator  and consultant for school  systems in
New Mexico,  Colorado  and  California,  and served as a  consultant  to the
Ministries  of  Education  in Caracas, Venezuela and  Cochabamba,  Bolivia.
Dr. Saavedra  received a Presidential  Citation for Service Beyond the Call of
Duty and is listed in the Who's Who of American Education. From 1989 to 2000
Dr. Saavedra owned and operated Aspen Country Florist in Albuquerque.

David C. Armijo,  age 84, has been a Director  since 1976 and Secretary and
Treasurer  since 1989. Mr. Armijo is President and Chairman of the Board of
California All Risk Insurance  Agency,  Inc., in Los Angeles,  California.
He is a member of the Board of Directors of the Lockheed Martin Aircraft
Overseas  Association,  the San Gabriel Valley Medical Center,  Planning
Commissioner for the City of San Gabriel,  California,  and Chairman of the
Finance and Insurance Committee of the Garibaldina Society of California.
Mr. Armijo holds a Bachelor of Arts Degree in Business  Administration  from the
University of  California  at Berkeley.  During World War II, Mr. Armijo
was assigned as Civilian  Technician to the Eighth Air Force in Europe, and
subsequently as Eastern  Representative  for Lockheed.  Mr. Armijo is a
licensed pilot. Mr. Armijo holds A&E Licenses as well as an Air Craft Radio
Telephone License.

Josie G. Castillo, age 69, has been a Director since 1984, and served as 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. Mrs. Castillo is a member of the Company's Executive Committee. From
1983 until her retirement in 1995, she was employed by the Human Services
Department of the State of New Mexico in Albuquerque, New Mexico.

Carmel  Chavez,  age 82, has been a Director  since 1967,  the time of
conversion of the Town of Atrisco to Westland.  He is one of the signers  of the
Proposal  for  Conversion  of  Town of  Atrisco  to  Westland  Development
Co.,  Inc.  and  was one of the  Company's incorporators.  He is the
Vice-Chairman of El Campo Santo,  Inc. and is a member of the Company's
Executive  Committee and Disclaimer Committee.  Until his  retirement  in 1983,
Mr.  Chavez  had been  employed  for 27 years by the  Albuquerque  Public
Schools as head custodian.

Officers:

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


Leroy J. Chavez,  age 40 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 41 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.

Fred Ambrogi,  age 50, was appointed to the position of Vice  President in the
Development  Division on December 30, 1999. Mr. Ambrogi has been a Company
employee since February 1993. Mr. Ambrogi's  responsibilities  primarily focus
on the planning,  design,  oversight and coordination of specific Company
development  projects,  including the negotiation,  oversight and coordination
of project related engineering and construction  contracts.  Mr. Ambrogi holds
a B.F.A.  degree from the University of New Mexico in Architecture.  He has
more than 23 years of experience in land development.

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 12
regular meetings, and no special meetings. All Board members attended at least
85% 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. The Executive Committee
did not meet during the past fiscal year.

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

ITEM 10:  EXECUTIVE COMPENSATION

         The following table sets forth the compensation for the fiscal year
ended June 30, 2001, 2000 and 1999, including bonuses and deferred cash
compensation (if any), of the certain Directors, the Company's Chief Executive
Officer and the three other highest paid executive officers:

                           SUMMARY COMPENSATION TABLE

                                                Annual Compensation

         (a)                             (b)     (c)        (d)         (e)
                                                                       Other
Name and                                                               Annual
Principal                                       Salary     Bonus    Compensation
Position                                Year      ($)      ($)(1)       ($)
--------                                ----    -------    ------   ------------

Barbara Page (1) ...................    2001    110,000      --        13,967
 President, CEO and Director .......    1999    110,000      --        13,951
                                        1999    138,555      --        13,967

Polecarpio (Lee) Anaya (1)(2) ......    2001       --        --        47,776
 Executive Vice President ..........    2000       --        --        47,756
    and Director ...................    1999       --        --        47,776

Sosimo  S. Padilla(1)(2) ...........    2001       --        --        47,776
  Chairman  of the Board ...........    2000       --        --        47,756
     of Directors ..................    1999       --        --        47,776

David C. Armijo(1) .................    2001       --        --        18,276
 Secretary and Director ............    2000       --        --        20,556
                                        1999       --        --        18,876
-----------------
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)       Mr. Padilla and Mr. Anaya are each paid $30,000 per year pursuant to
         consulting agreements.
1)       Includes  accrued vacation benefit paid.

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

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

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

Employment and Consulting Arrangements with Current Officers:

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

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

Pension Plan:

         Effective January 1, 1997, the Company established a Money Purchase
Profit Sharing Deferred Compensation Plan (the "97 Plan") and abandoned the
SEP-IRA plan, which it had established in 1991. No payments were made to the
abandoned plan after fiscal 1997. Under the `97 Plan, the Company contributes up
to 15% of the aggregate earnings of participating employees. During fiscal 1999,
2000 and 2001 $121,197, $88,831 and $107,078, respectively, were contributed by
the Company pursuant to the `97 Plan.

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


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



ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of September 15, 2001, the
beneficial ownership of No Par Value Stock and Class B Stock by Director of the
Company and by all officers and Directors as a group. The information as to
beneficial stock ownership is based on data furnished by each person. Each
person has sole voting and investment power as to all shares unless otherwise
indicated. No person is known by the Company to own beneficially 5% or more of
its issued and outstanding equity securities.
<TABLE>
<CAPTION>

                                     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)
<S>                             <C>           <C>              <C>            <C>

Barbara Page ................    2,647            *            10,300         11.96
401 Coors Blvd., N.W ........
Albuquerque, N.M. 87121

Polecarpio (Lee) Anaya ......       70            *             2,000          2.32
1815 Sunset Gardens Rd., S.W
Albuquerque, N.M. 87105

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

Sosimo S. Padilla ...........    2,308(1)         *            20,700         24.04
401 Coors Blvd., N.W ........
Albuquerque, N.M. 87121

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

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

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

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

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

OFFICERS:

Leroy J. Chavez (2) .........       *             *              *              *
401 Coors Blvd., N.W ........
Albuquerque, New Mexico 87121

Brent Lesley (2) ............       *             *              *              *
401 Coors Blvd., N.W ........
Albuquerque, New Mexico 87121

Fred Ambrogi (2) ............       *             *              *              *
401 Coors Blvd., N.W ........
Albuquerque, New Mexico 87121


Directors and Officers
  as a group (11 people) ....   10,003(1-3)   1.3 (1-3)        54,400         63.18
</TABLE>
-------------
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 8.12% of all such shares that might be voted at
     the Annual Meeting of Shareholders.

Beneficial Ownership Reporting Requirements.

         All reports required by Section 16(a) of the Exchange Act to be filed
during the fiscal year were filed.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During fiscal 1990, the Company appointed Mr. David C. Armijo's
California all-risk agency as its broker to obtain all of the Company's
insurance. Mr. Armijo has held a non-resident broker's license to sell insurance
in the State of New Mexico since 1962. That agency received a total of $9,250 in
commissions for the placement of the Company's insurance in fiscal 2000 and $-0-
in 2001.

         During fiscal 2000 and 2001, the Company compensated Dr. Carlos
Saavedra for lobbying before the New Mexico Legislature on behalf of the
Company. The total compensation to Dr. Saavedra for this work was $3,500 in 2000
and $-0- in 2001.

         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.

                                     PART IV

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

1.       Financial Statements:

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

2.  Exhibits:

(3) Articles of Incorporation and Bylaws:

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

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

(10) Material Contracts:

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

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

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

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

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

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

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

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

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

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

Exhibits filed with this Form 10-KSB.

(10.11) Lease  Agreement  dated April 21, 1999 between  C.A.P.  II, a New Mexico
general  partnership  and Walgreen,  Co., an Illinois corporation.

(11) Statement regarding computation of per share earnings is incorporated by
reference to Note A(9) to the Financial Statements incorporated herein by
reference to Westland's Annual Report to Shareholders for the Fiscal year ended
June 30, 2000.

Subsidiaries of Westland:

Westland has the following subsidiaries:

              Name                                   State of Incorporation

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

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

(b)  Reports on Form 8-K:

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

                                   SIGNATURES

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


WESTLAND DEVELOPMENT CO., INC.


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

Date: September 27, 2001
      -----------------------

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


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

Date: September 27, 2001
      -----------------------


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


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

Date: September 27, 2001
      -----------------------

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

Date: September 27, 2001
      -----------------------

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

Date: September 27, 2001
      -----------------------

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

Date: September 27, 2001
      -----------------------


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

Date: September 27, 2001
      -----------------------

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

Date: September 27, 2001
      -----------------------

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

Date: September 27, 2001
      -----------------------

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

Date: September 27, 2001
      -----------------------

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

Date: September 27, 2001
      -----------------------

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