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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission
file number 1-9900

ARIZONA LAND INCOME CORPORATION

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Arizona                                                        |  | 86-0602478                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2999 N. 44th Street, Suite 100, Phoenix, Arizona 85018

(Address of principal executive offices)

(Zip Code)

(602) 952-6800

(Registrants telephone number, including area code)





---

(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  x    No ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes  N/A    No ̈

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. As of November 14, 2006, there were
1,851,025 shares of Class A common stock and 100 shares of Class B common stock issued and outstanding.



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Table of Contents



|               |  |                                                           |  |     
|-------------- |  | --------------------------------------------------------- |  | ----
|               |  |                                                           |  | Page
|Part I         |  |                                                           |  |     
|               |  |                                                          
|Item 1.        |  | Financial Statements                                      |  | 3   
|               |  |                                                          
|Item 2.        |  | Managements Discussion and Analysis or Plan of Operation |  | 8   
|               |  |                                                          
|Item 3.        |  | Controls and Procedures                                   |  | 10  
|               |  |                                                          
|Part II        |  |                                                           |  |     
|               |  |                                                          
|Item 6.        |  | Exhibits                                                  |  | 11  
|               | 
|Signatures     |  | 12                                                       
|               | 
|Certifications |  | 13                                                       



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ARIZONA LAND INCOME CORPORATION

Balance Sheets



|                                                              |  |                                |             |   |                   |   |             |  
|------------------------------------------------------------- |  | ------------------------------ | ----------- | - | ----------------- | - | ----------- | -
|                                                              |  | September 30, 2006 (Unaudited) |             |   | December 31, 2005 |  
|Assets                                                        |  |                                |             |   |                   |   |             |  
|Cash and cash equivalents                                     |  | $                              | 243,662     |   |                   | $ | 71,116      |  
|                                                              |  |                                |             |   |                   |   |             |  
|Investments  Trading Securities                              |  |                                | 2,530,499   |   |                   |   | 1,330,660   |  
|Accrued interest receivable                                   |  |                                | 54,856      |   |                   |   | 42,542      |  
|Mortgage note receivable, net of deferred gain on real estate |  |                                | 3,516,852   |   |                   |   | 1,661,989   |  
|Land held for sale                                            |  |                                | 55,890      |   |                   |   | 55,890      |  
|                                                              |  |                                |             |   |                   |   |             |  
|                                                              |  |                                | 6,158,097   |   |                   |   | 3,091,081   |  
|Total assets                                                  |  | $                              | 6,401,759   |   |                   | $ | 3,162,197   |  
|                                                              |  |                                |             |   |                   |   |             |  
|Liabilities                                                   |  |                                |             |   |                   |   |             |  
|Accounts payable and other liabilities                        |  | $                              | 31,980      |   |                   | $ | 20,228      |  
|Dividends payable                                             |  |                                | 185,103     |   |                   |   | 185,103     |  
|                                                              |  |                                |             |   |                   |   |             |  
|Total Liabilities                                             |  |                                | 217,083     |   |                   |   | 205,331     |  
|Stockholders Equity                                          |  |                                |             |   |                   |   |             |  
|Common Stock-Class A                                          |  |                                | 185,103     |   |                   |   | 185,103     |  
|Common Stock-Class B                                          |  |                                | 10          |   |                   |   | 10          |  
|Additional paid-in capital                                    |  |                                | 21,670,997  |   |                   |   | 21,670,997  |  
|Distributions in excess of income                             |  |                                | (15,671,434 | ) |                   |   | (18,899,244 | )
|                                                              |  |                                |             |   |                   |   |             |  
|Total stockholders equity                                    |  |                                | 6,184,676   |   |                   |   | 2,956,866   |  
|                                                              |  |                                |             |   |                   |   |             |  
|Total liabilities and stockholders equity                    |  | $                              | 6,401,759   |   |                   | $ | 3,162,197   |  
|                                                              |  |                                |             |   |                   |   |             |  

The accompanying notes are an integral part of these balance sheets.



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ARIZONA LAND INCOME CORPORATION

Statements of Operations

(Unaudited)



|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|------------------------------------------------------------- |  | ------------------------------- | --------- | - | ------------------------------- | - | --------- | ------------------------------- |  | - | ------------------------------ | - |  | - | --------- | -
|                                                              |  | Three monthsendedSept. 30, 2006 |           |   | Three monthsendedSept. 30, 2005 |   |           | Nine months endedSept. 30, 2006 |  |   | Nine monthsendedSept. 30, 2005 |  
|Income                                                        |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Interest on mortgages                                         |  | $                               | 71,729    |   |                                 | $ | 82,743    |                                 |  | $ | 269,919                        |   |  | $ | 230,762   |  
|Interest on temporary investments                             |  |                                 | 31,910    |   |                                 |   | 12,086    |                                 |  |   | 59,773                         |   |  |   | 38,336    |  
|Sign lease income                                             |  |                                 | 3,750     |   |                                 |   | 3,750     |                                 |  |   | 11,250                         |   |  |   | 11,250    |  
|Other income                                                  |  |                                 |          |   |                                 |   |          |                                 |  |   |                               |   |  |   | 4,153     |  
|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Total income before gain on sale of properties                |  |                                 | 107,389   |   |                                 |   | 98,579    |                                 |  |   | 340,942                        |   |  |   | 284,501   |  
|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Expenses                                                      |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Professional services                                         |  |                                 | 32,233    |   |                                 |   | 5,483     |                                 |  |   | 52,249                         |   |  |   | 46,359    |  
|Advisory fee                                                  |  |                                 |          |   |                                 |   |          |                                 |  |   |                               |   |  |   | 10,345    |  
|Administration and general                                    |  |                                 | 21,025    |   |                                 |   | 12,254    |                                 |  |   | 39,564                         |   |  |   | 54,296    |  
|Directors fees                                               |  |                                 | 9,900     |   |                                 |   | 8,700     |                                 |  |   | 26,100                         |   |  |   | 26,100    |  
|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Total expenses                                                |  |                                 | 63,158    |   |                                 |   | 26,437    |                                 |  |   | 117,913                        |   |  |   | 137,100   |  
|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Income before gain on sale of properties                      |  |                                 | 44,231    |   |                                 |   | 72,142    |                                 |  |   | 223,029                        |   |  |   | 147,401   |  
|Gain on sale of properties                                    |  |                                 | 3,567,735 |   |                                 |   |          |                                 |  |   | 3,567,735                      |   |  |   |          |  
|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Net income before income taxes                                |  |                                 | 3,611,966 |   |                                 |   | 72,142    |                                 |  |   | 3,790,764                      |   |  |   | 147,401   |  
|Income taxes                                                  |  |                                 | (7,644    | ) |                                 |   | (123,083  | )                               |  |   | (7,644                         | ) |  |   | (123,083  | )
|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Net income (loss)                                             |  | $                               | 3,604,322 |   |                                 | $ | (50,941   | )                               |  | $ | 3,783,120                      |   |  | $ | 24,318    |  
|                                                              |  |                                 |           |   |                                 |   |           |                                 |  |   |                                |   |  |   |           |  
|Earnings (loss) per common share                              |  | $                               | 1.95      |   |                                 | $ | (0.03     | )                               |  | $ | 2.04                           |   |  | $ | 0.01      |  
|Dividends declared per share                                  |  | $                               | 0.10      |   |                                 | $ | 0.10      |                                 |  | $ | 0.30                           |   |  | $ | 0.30      |  
|Weighted average number of shares of common stock outstanding |  |                                 | 1,851,025 |   |                                 |   | 1,851,025 |                                 |  |   | 1,851,025                      |   |  |   | 1,851,025 |  

The accompanying notes are an integral part of these statements.



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ARIZONA LAND INCOME CORPORATION

Statements of Cash Flows

(Unaudited)



|                                                                                 |  |                                     |            |   |                                     |   |            |  
|-------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | - | ----------------------------------- | - | ---------- | -
|                                                                                 |  | Nine months endedSeptember 30, 2006 |            |   | Nine months endedSeptember 30, 2005 |  
|Cash Flows from Operating Activities:                                            |  |                                     |            |   |                                     |   |            |  
|Net income                                                                       |  | $                                   | 3,783,120  |   |                                     | $ | 24,318     |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |                                     |            |   |                                     |   |            |  
|Recognition of deferred income                                                   |  |                                     | (3,567,735 | ) |                                     |   |           |  
|Change in assets and liabilities:                                                |  |                                     |            |   |                                     |   |            |  
|(Increase) decrease in accrued interest receivable                               |  |                                     | (12,314    | ) |                                     |   | 60,499     |  
|(Increase) decrease in trading securities                                        |  |                                     | (17,903    | ) |                                     |   | (9,725     | )
|Increase (decrease) in accounts payable and other liabilities                    |  |                                     | 11,752     |   |                                     |   | (3,727     | )
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Net cash provided by operating activities                                        |  |                                     | 196,920    |   |                                     |   | 71,365     |  
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Cash Flows from Investing Activities:                                            |  |                                     |            |   |                                     |   |            |  
|Purchase of trading securities                                                   |  |                                     | (2,499,936 | ) |                                     |   | (3,193,472 | )
|Sale of trading securities                                                       |  |                                     | 1,318,000  |   |                                     |   | 5,555,982  |  
|Principal payments received from mortgages                                       |  |                                     | 1,783,209  |   |                                     |   |           |  
|Additional investment in mortgage note receivable                                |  |                                     | (70,337    | ) |                                     |   |           |  
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Net cash provided by investing activities                                        |  |                                     | 530,936    |   |                                     |   | 2,362,510  |  
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Cash Flows from Financing Activities:                                            |  |                                     |            |   |                                     |   |            |  
|Payment of dividends                                                             |  |                                     | (555,310   | ) |                                     |   | (2,406,343 | )
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Net cash used in financing activities                                            |  |                                     | (555,310   | ) |                                     |   | (2,406,343 | )
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Increase in cash and temporary investments                                       |  |                                     | 172,546    |   |                                     |   | 27,532     |  
|Cash and cash equivalents  beginning of period                                  |  |                                     | 71,116     |   |                                     |   | 220,484    |  
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Cash and cash equivalents  end of period                                        |  | $                                   | 243,662    |   |                                     | $ | 248,016    |  
|                                                                                 |  |                                     |            |   |                                     |   |            |  
|Schedule of Non-Cash Investing and Financing Activities:                         |  |                                     |            |   |                                     |   |            |  
|Dividends declared in excess of dividends paid                                   |  | $                                   | 185,103    |   |                                     | $ | 185,103    |  
|Supplemental Disclosures of Cash Flow Information:                               |  |                                     |            |   |                                     |   |            |  
|Income Taxes Paid                                                                |  | $                                   | 7,644      |   |                                     | $ | 123,083    |  

The accompanying notes are an integral part of these statements.



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Arizona Land Income Corporation

Notes to Financial Statements

September 30, 2006



|Note 1 | Basis of Presentation - The financial statements have been prepared by Arizona Land Income Corporation (the Company or AZL) without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission and the instructions to Form 10-QSB. In the opinion of the Company, the unaudited financial statements contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position, the results of operations and cash flows for the periods presented.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Note 2 | The results of operations for the three and nine months ended September 30, 2006 are not necessarily indicative of the results to be expected for the full year.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|Note 3 | The Company has elected treatment as a real estate investment trust (REIT) under Internal Revenue Code (IRC) Sections 856-860. A REIT is taxed in the same manner as any corporation
except that it may deduct certain qualifying distributions made to shareholders and reduce or eliminate any potential income taxes. This distribution deduction must be at least 90% of the REITs taxable income. The Company has met the
distribution requirement for all years presented, and thus has not recorded any income tax provision in the accompanying statements of operations. For income tax purposes, certain expenses or reserves for financial reporting purposes are not allowed
as current tax deductions. Similarly, the Company may take certain current deductions for tax purposes that are not current expenses for financial reporting purposes. Due to such differences the Company elected to recognize income from the sale of
real estate for federal income tax purposes. The Company had sufficient federal net operating loss carryforwards to offset such income. However, state net operation loss carryforwards were not sufficient due to expirations of the carry forwards. As
a result, the Company incurred a current income tax provision of $123,083 for the three and nine month periods ended September 30, 2005. There was no material change in net deferred income tax assets for the period.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Note 4 | On July 1, 2006, the Company received $1,783,208 from the maker of its mortgage note receivable as a payment to release 80 acres of the 280 acres securing the loan. The Company
recorded a gain on real estate sale of $3,567,735, the balance of deferred income, as the payment received now allows for the treatment of the sale under the full accrual method.
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, on July 10, 2006, the Company purchased an additional 1.7647% interest in its mortgage note receivable for a total consideration of
$70,337. This purchase increased the Companys interest in the mortgage note receivable from 86.4703% to 88.235%.



|Note 5 | On October 3, 2006, the Company announced that it had entered into a definitive agreement whereby AZL would acquire the West Coast office portfolio of POP Venture, LLC, a
Delaware limited liability company affiliated with The Shidler Group, and reincorporate in Maryland under the name Pacific Office Properties Trust, Inc. (Pacific Office Properties).
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the agreement, the ownership interests in up to ten Class A office properties controlled by affiliates of The Shidler Group, located in
Honolulu, San Diego and Phoenix, will be contributed to an umbrella partnership (UPREIT) to be formed by AZL. Reincorporated as Pacific Office Properties, the Company will be externally managed by an affiliate of The Shidler Group. The
transaction, which is comprised of a number of steps, has been approved by AZLs Board of Directors and is subject to approval by AZLs shareholders and other closing conditions. The transaction is expected to close in the first quarter of
2007.

Under the terms of the agreement, the UPREIT will become the owner of the contributed properties, comprising up to 2.8 million
square feet of office space, in exchange for limited partnership interest in the UPREIT. Although AZLs common stock will remain outstanding, the UPREIT will issue common and preferred partnership interests, which will be exchangeable in the
future for shares of AZL common stock. Prior to the closing of the transaction, it is expected that AZL will declare and pay a special dividend of $1.00 per share of its common stock.



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On November 3, 2006, the Company and POP Venture, LLC changed one material term of the agreement,
and POP Venture, LLC agreed to increase from $2.79 to $5.00 per share the price at which POP Venture, LLC or affiliates will purchase $5 million of our common stock.



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|Item 2. | Managements Discussion and Analysis or Plan of Operation
|------- | ---------------------------------------------------------

Arizona Land Income Corporation (the Company or AZL) is an Arizona corporation which has elected to be treated as a real estate investment trust (a REIT) under the Internal Revenue
Code of 1986. The statements of operations filed herewith cover the periods from January 1, 2006 through September 30, 2006, and January 1, 2005 through September 30, 2005.

Results of Operations

For the quarter ended September 30, 2006, the Company had total income of approximately $107,000 compared to $99,000 for the quarter ended September 30, 2005. The Companys expenses for the quarter ended September 30,
2006 were approximately $63,000 compared to $26,000 for the quarter ended September 30, 2005.

The Company reported a net income of
approximately $3,600,000 for the quarter ended September 30, 2006 compared to a net loss of approximately $51,000 for the quarter ended September 30, 2005. The increase in net income is primarily attributable to a gain on sale of
properties of approximately $3,568,000.

The Company reported total income before gain on sale of properties of approximately $341,000 for
the nine months ended September 30, 2006 as compared to $285,000 for the same period in the prior fiscal year.

For the nine months
ended September 30, 2006, the Companys expenses totaled approximately $118,000 compared to approximately $137,000 for the same period in the prior fiscal year. The Company reported net income of approximately $3,783,000 for the nine
months ended September 30, 2006, compared to net income of approximately $24,000 in 2005. The decrease in expenses was primarily attributable to a decrease in advisory fees and a decrease of approximately $15,000 in administration and general
expenses. The increase in net income is a result of a gain on real estate sale of approximately $3,568,000.

Outlook

As disclosed in the prospectus used in connection with our 1988 initial public offering, the Company intended to dissolve within
approximately eight years after the date of such public offering. The precise date on which the Company will dissolve will be determined by the Companys Board of Directors and will depend upon market conditions and other pertinent factors. The
Board of Directors also has the discretion to indefinitely continue the operation of the Company.

For the past several years, we have been
liquidating our loan and land holdings and returning capital to our shareholders through regular and special dividends. In the second quarter ended June 30, 2004, we sold our remaining holdings (with the exception of a small .01 acre parcel) of
approximately 280 acres related to Loan 6.

Subsequent Events

On October 3, 2006, the Company announced that it had entered into a definitive agreement whereby AZL would acquire the West Coast office portfolio
of POP Venture, LLC, a Delaware limited liability company affiliated with The Shidler Group, and reincorporate in Maryland under the name Pacific Office Properties Trust, Inc. (Pacific Office Properties).

Pursuant to the agreement, the ownership interests in up to ten Class A office properties controlled by affiliates of The Shidler Group, located in
Honolulu, San Diego and Phoenix, will be contributed to an umbrella partnership (UPREIT) to be formed by AZL. Reincorporated as Pacific Office Properties, the Company will be externally managed by an affiliate of The Shidler Group. The
transaction, which is comprised of a number of steps, has been approved by AZLs Board of Directors and is subject to approval by AZLs shareholders and other closing conditions. The transaction is expected to close in the first quarter
2007.



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Under the terms of the agreement, the UPREIT will become the owner of the contributed properties, comprising up to
2.8 million square feet of office space, in exchange for limited partnership interest in the UPREIT. Although AZLs common stock will remain outstanding, the UPREIT will issue common and preferred partnership interests, which will be
exchangeable in the future for shares of AZL common stock. Prior to the closing of the transaction, it is expected that AZL will declare and pay a special dividend of $1.00 per share of its common stock.

Additional information regarding this proposed transaction is set forth in the Companys current reports on Form 8-K filed with the Securities and
Exchange Commission on October 3, 2006 and November 6, 2006.

On November 3, 2006, the Company and POP Venture, LLC changed
one material term of the agreement, and POP Venture agreed to increase from $2.79 to $5.00 per share the price at which POP Venture, LLC or affiliates will purchase $5 million of our common stock.

Liquidity and Capital Resources

Management of the Company believes that funds generated from operations will be sufficient to meet the Companys capital requirements. No other arrangements, such as lines of credit, have been made to obtain
external sources of capital. While no assurance can be given, management believes it could obtain such arrangements, if necessary.

On
September 13, 2006, the Company declared a $.10 per share regular quarterly dividend with a record date of October 2, 2006, and payable on October 16, 2006. During the third quarter of 2006, the Company paid a regular quarterly
dividend of $.10 per share with a record date of July 3, 2006, and payable on July 17, 2006.

Note Regarding Forward-Looking Statements

Our disclosure and analysis in this Report on Form 10-QSB contains forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, which include information relating to future events, future financial performance, strategies, expectations, risks and uncertainties. From time to time, we also provide forward-looking statements in other
materials we release to the public as well as oral forward-looking statements. These forward-looking statements include, without limitation, statements regarding: projections, predictions, expectations, estimates or forecasts as to our business,
financial and operational results and future economic performance; statements regarding strategic transactions such as mergers or acquisitions or a possible dissolution of the Company; and statements of managements goals and objectives and
other similar expressions. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. Words such as believe, may, will,
should, could, would, predict, potential, continue, plan, anticipate, estimate, expect, intend,
objective, seek, strive and similar expressions, as well as statements in future tense, identify forward-looking statements.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and
potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or
projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update
forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-KSB, Forms 10-QSB and 8-K reports to the
Securities and Exchange Commission.



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|Item 3. | Controls and Procedures
|------- | -----------------------

As of the end of the
period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (CEO) and chief financial officer (CFO), of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in our reports that we file with or submit to the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified in the SECs
rules and forms. There have been no significant changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.



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PART II - OTHER INFORMATION



|Item 6. | Exhibits
|------- | --------



| | (a) | Furnish the exhibits required by Item 601 of Regulation S-B
| | --- | -----------------------------------------------------------



|     |  |                                                                                                                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith).                            
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith).                            
|     | 
|32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Item 601(b)(32) of Regulation S-B. (Filed herewith).



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  |                                           
|----------------------- |  |  |  | ------------------------------------------
|                        |  |  |  | ARIZONA LAND INCOME CORPORATION           
|                        |  | 
|Date: November 14, 2006 |  |  |  | /s/ Thomas R. Hislop                      
|                        |  |  |  | Thomas R. Hislop                          
|                        |  |  |  | Vice President and Chief Financial Officer



12