8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 Current Report
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934


                                October 25, 2000

                         GRIFFIN LAND & NURSERIES, INC.
               (Exact name of registrant as specified in charter)




DELAWARE                            0-29288                 06-0868496
- --------                            -------                 ----------
(State or other jurisdiction        (Commission             (IRS Employer
   of incorporation)                 File Number)            Identification No.)


ONE ROCKEFELLER PLAZA, NEW YORK, NEW YORK                   10020
- -----------------------------------------                   -----
(Address of principal executive offices)                    (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE          (212) 218-7910
                                                            --------------



ITEM 5.           OTHER EVENTS

            Reference is made to the Registrant's October 25, 2000 Press Release
(Exhibit A).



ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

            (c)(1)  Exhibit A:  Registrant's October 25, 2000 Press Release
(attached hereto).




                                    SIGNATURE



      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 hereunto duly authorized.


                                          GRIFFIN LAND & NURSERIES, INC.


                                          /s/ Anthony J. Galici
                                          -------------------------------------
                                          Anthony J. Galici
                                          Vice President, Chief Financial
                                          Officer and Secretary


Dated: October 30, 2000

EX-99.(C)(1)

                                                                EXHIBIT 99(c)(1)

                                                      EXHIBIT A


GRIFFIN ANNOUNCES LETTER OF INTENT TO SELL WHOLESALE CENTERS OF NURSERY
BUSINESS

      NEW YORK, NEW YORK (OCTOBER 25, 2000) Griffin Land & Nurseries, Inc.
("Griffin") announced today that it had entered into a letter of intent with
Shemin Nurseries, Inc. ("Shemin") providing for the acquisition by Shemin of the
wholesale sales and service center operation of Imperial Nurseries, Inc.
("Imperial"), Griffin's subsidiary in the landscape nursery business. The letter
of intent provides for Griffin to obtain an ownership interest and
representation in Shemin's continuing combined business and for Griffin to
receive a cash payment which exceeds Griffin's investment in Imperial's sales
and service center operation. Substantially all of the employees of Imperial's
sales and service center operation are to become employees of Shemin. Imperial's
landscape nursery growing operations will not be affected by this transaction.
The completion of this transaction is subject to a number of contingencies,
including mutual due diligence, anti-trust clearance, financing and the
execution of a definitive agreement.

      Griffin operates landscape nursery and real estate businesses and has a
35% equity investment in Centaur Communications, Ltd., a privately held
publisher in the United Kingdom. The common stock is traded under the symbol
GRIF on the Nasdaq National Market.

            FORWARD-LOOKING STATEMENTS:

            THIS PRESS RELEASE INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE
ACT. ALTHOUGH GRIFFIN BELIEVES THAT ITS PLANS, INTENTIONS AND EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO
ASSURANCE THAT SUCH PLANS, INTENTIONS OR EXPECTATIONS WILL BE ACHIEVED,
PARTICULARLY WITH RESPECT TO COMPLETION OF THE SALE OF THE SALES AND SERVICE
CENTER OPERATION OF IMPERIAL. THE PROJECTED INFORMATION DISCLOSED HEREIN IS
BASED ON ASSUMPTIONS AND ESTIMATES THAT, WHILE CONSIDERED REASONABLE BY GRIFFIN
AS OF THE DATE HEREOF, ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC,
COMPETITIVE AND REGULATORY UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE
BEYOND THE CONTROL OF GRIFFIN.