WESTLAND DEVELOPMENT CO., INC.
401 Coors Boulevard, N.W.
Albuquerque, New Mexico 87121


PROXY STATEMENT 
AND 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 1, 1996

The Annual  Meeting of  Shareholders  of WESTLAND  DEVELOPMENT  CO.,  INC. ( the
"Company")  will be held on November  1, 1996,  on the first floor of the Double
Tree Hotel,  201 Marquette,  Albuquerque,  New Mexico,  at 8:00 a.m., New Mexico
time, to act upon the following:

(1)  To elect three Class C Directors; and

(2) To  consider  such other  business  as may  properly  come before the Annual
Meeting.

Details  relating  to the  above  matters  are set forth in the  attached  Proxy
Statement.  The Board of  Directors  is not aware of any other  matters  to come
before the Annual Meeting.  Only shareholders of record at the close of business
on September 20, 1996, are entitled to vote at the Annual Meeting. Shares cannot
be voted  unless a signed  proxy is provided or other  arrangements  are made to
have the shares represented at the Meeting.

IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE URGE YOU TO SIGN,
DATE, AND RETURN THE ENCLOSED  PROXY WITHOUT  DELAY.  WESTLAND HAS FURNISHED FOR
YOUR CONVENIENCE A PRE-ADDRESSED,  STAMPED  ENVELOPE.  PLEASE MAIL IN YOUR PROXY
TODAY. YOUR PROMPT RETURN OF THE ENCLOSED PROXY WILL SAVE WESTLAND THE NECESSITY
AND EXPENSE OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM AT THE ANNUAL MEETING.


Sincerely,

DAVID C. ARMIJO, Secretary


Albuquerque, New Mexico, September 27, 1996.



PROXY STATEMENT
WESTLAND DEVELOPMENT CO., INC.
401 Coors Boulevard, N.W.
Albuquerque, New Mexico 87121

PERSONS MAKING THE SOLICITATION

The Board of Directors  (the  "Board") of Westland  Development  Co.,  Inc. (the
"Company")  solicits  the  enclosed  proxy  for  use at the  Annual  Meeting  of
Shareholders  of the  Company,  to be held on the first floor of the Double Tree
Hotel, 201 Marquette, Albuquerque, New Mexico, on November 1, 1995, at 8:00 a.m.
New  Mexico  time and at any  postponement(s)  or  adjournment(s)  of the Annual
Meeting.

METHOD OF SOLICITATION

Solicitation  will be made primarily by mail,  commencing on or about  September
27, 1996, but may also be made by telephone or oral communications by directors,
officers  and  employees  of the  Company.  In  addition,  the  Company may make
arrangements with and compensate up to approximately 60 individuals to assist in
the solicitation. No agreements with such persons have been made, so the Company
cannot  identify these persons at the present time, but the Company  anticipates
paying such individuals approximately $6.00 to $7.00 per hour, and may reimburse
out-of-pocket expenses incurred by these persons. The Company estimates that the
total amount to be spent in connection with the  solicitation,  excluding salary
paid to  officers  and  regular  employees,  may be from  $30,000  to  $100,000,
depending on whether this  solicitation  is contested.  The Company will pay all
costs of its solicitation efforts.

PROXIES AND VOTING AT THE MEETING

A majority of the  outstanding  shares of the  Company's  No Par Value Stock and
Class B Stock,  counted in the aggregate,  must be represented in person,  or by
proxy  at the  Annual  Meeting  in  order  to  hold  the  Annual  Meeting.  Only
shareholders  of record at the close of  business on  September  20,  1996,  are
entitled to vote at the Annual Meeting.  Because many shareholders cannot attend
the Annual  Meeting,  a large number must be represented by proxy.  Shareholders
are encouraged to sign and return their proxies promptly,  indicating the manner
in which  they wish their  shares to be voted.  The proxy  agents  will vote the
shares  represented by the proxies  according to the instructions of the persons
giving the proxies. Unless other instructions are given, votes will be cast:

1. For the election of the three nominees for Class C Director  presented  later
in this Proxy Statement.

To be elected as a director,  a nominee  must receive the votes of a majority of
the shares  represented at the Meeting  (counting No Par Value Stock and Class B
Stock in the aggregate).  According to the Company's bylaws, candidates must run
for a specific seat on the Board. If no candidate for a specific seat receives a
majority,  the incumbent Director in that seat will remain on the Board. If, for
any reason any of the nominees become unavailable for election,  which the Board
does not  anticipate,  the proxies will be voted for a substitute  nominee to be
designated by the Board.

2. In the Proxy's  discretion on the  transaction  of such other business as may
properly come before the Annual Meeting or any postponement(s) or adjournment(s)
of the Annual Meeting.

To be  passed,  any other  item that comes  before  the  shareholders  must also
receive  the  affirmative  vote of a majority of the votes cast in person and by
proxy at the meeting.

Election  inspectors  will be  appointed at the meeting.  Such  Inspectors  will
determine  the  validity of proxies and will  receive,  canvas and report to the
meeting  the votes  cast by the  shareholders  on each item  brought  before the
shareholders  for vote.  No shares  of the  Company's  stock can be voted by any
person  who is not the record  owner or voting  under  authority  granted by the
record owner. All returned proxies are counted toward the required quorum or the
required  percentages of shares present at the meeting for election of directors
and for the proposed  amendment to the Company's  Articles of Incorporation.  If
any shareholder  returns a proxy without  indicating his directions  whether the
proxy  should be voted for or  against  any item or voted for or  withheld  from
voting on any item, the proxy will be voted by the proxy agents for management's
nominees for director,  against the proposal to amend the Company's  Articles of
Incorporation,  and in the agents'  discretion on any other matter coming before
the meeting.

Any Shareholder returning a proxy has the power to revoke that proxy at any time
before it is voted, by delivery of a written notice of revocation, signed by the
shareholder,  to the  Secretary  of the  Company;  by delivery of a signed proxy
bearing a later date; or by attending  the Annual  Meeting and voting in person.
Any proxy which is not revoked will be voted at the Meeting.

In  accordance  with  Company  bylaws,  the Annual  Meeting will be conducted in
accordance  with an agenda  which  will be  conspicuously  posted at the  Annual
Meeting.  Participation at the Meeting will be encouraged but will be limited to
shareholders  and holders of valid  proxies for  shareholders.  The Meeting will
start promptly at 8:00 a.m.

ELECTION OF DIRECTORS

At the Annual Meeting,  the  shareholders  will elect three Class C Directors to
each  serve a  three-year  term.  The  Board of  Directors  of the  Company  has
nominated  David C.  Armijo,  Josie  Castillo and Carmel  Chavez.  Each of these
individuals is a current Class C Director and each is running for the seat he or
she  presently  holds.  Each  of the  Company's  nominees  has  consented  to be
nominated and to serve if elected.  Certain  Directors are  identified  below as
members of the Company's Executive Committee and as Directors and officers of El
Campo Santo,  Inc.,  which is a New Mexico  nonprofit  corporation.  The Company
established El Campo Santo Inc. and donated  cemetery lands to it to be operated
for the benefit of the Atrisco heirs. Certain Directors also serve as members of
the Company's Disclaimer  Committee,  a committee  established to review whether
the  Company  will  disclaim  or litigate  questions  of third  party  claims of
ownership of lands now or formerly owned by the Company.

Nominees for Class C Directors:   Terms will expire in 1999

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

During  World War II, Mr.  Armijo was  assigned  as Civilian  Technician  to the
Eighth Air Force in Europe for two years, for Lockheed  Aircraft Corp., and is a
licensed pilot, holding licenses in A&E and also aircraft radio telephone.

Josie G.  Castillo,  age 64, has been a Director of the Company since 1984,  was
the Company's  Treasurer  from 1985 to 1989. She is the Chairman of the board of
directors of El Campo Santo,  Inc. and is a member of the  Company's  Disclaimer
Committee.  Ms.  Castillo  is a member and the Vice  Chairman  of the  Company's
Executive  Committee.  From  November of 1980 to  February of 1983 Ms.  Castillo
worked for the Company in shareholder relations.  From 1983 until her retirement
in early 1996, she worked on the office staff of the Human  Services  Department
of the State of New Mexico in Albuquerque, New Mexico.

Carmel  Chavez,   age  76,  has  been  a  Director  of  the  Company  since  its
incorporation  in 1967. He was one of the signers of the Proposal for Conversion
of  Town  of  Atrisco  to  Westland  Development  Co.,  Inc.  and was one of the
Company's incorporators.  He is the Vice-Chairman of El Campo Santo, Inc. and is
a member of the Company's  Executive Committee and Disclaimer  Committee.  Until
his  retirement  in  1983,  Mr.  Chavez  had been  employed  for 27 years by the
Albuquerque Public Schools as head custodian.

BIOGRAPHICAL INFORMATION FOR OTHER DIRECTORS AND OFFICERS.

DIRECTORS:

Continuing Class A Directors: Terms expire in 1997

Barbara  Page,  age 62, has been the  Company's  President  and Chief  Executive
Officer since 1989.  Ms. Page received a certificate  in banking from the Robert
O. Anderson School of Management of the University of New Mexico. She has served
as a Company Director and member of the Company's Executive Committee since July
25, 1989. Ms. Page previously  served as the  Registrant's  Corporate  Secretary
from 1971 until she  resigned  in 1978.  From  November  of 1982,  Ms. Page also
served as the Company's  Treasurer until her resignation in October of 1985. Ms.
Page served as a director of the Registrant until October 16, 1986.

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

Polecarpio  (Lee)  Anaya,  age 65, is a Company  Director,  its  Executive  Vice
President  and Chairman of the its  Executive  Committee,  positions he has held
since July 25, 1989.  Mr. Anaya was a Bernalillo  County Deputy  Sheriff  during
1952 and 1953.  Mr.  Anaya served as a member of the Atrisco Land Grant 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 45, was  appointed  to the Board of Directors on April 26,
1996,  to fill the vacancy  created by the death of Mr.  Raymundo H. Mares.  Mr.
Pena was  raised  from the age of one  month  until  age  sixteen  in the  Saint
Anthonys Home for boys in Albuquerque,  New Mexico.  He began  employment at age
eleven and, at age 15, began a career with Safeway Stores that spanned more than
19 years until Safeway Stores in  Albuquerque,  New Mexico was acquired by Furrs
Food Stores.  During his career with  Safeway  Stores he rose to the position of
Inventory Control Person.  Also during his employment with Safeway Stores he was
a member of the Retail Clerks Union where he sat on two  negotiating  committees
and twice ran for the Presidency of the Union. Mr. Pena attended Old Albuquerque
High School and graduated from Highland High School.  Following high school,  he
attended  the  University  of New  Mexico  and the  University  of  Albuquerque,
majoring in business courses.  Since his retirement from Safeway Stores in 1993,
Mr.  Pena  purchased  and is an owner  and  operator  of CJ's New  Mexican  Food
Restaurant in Albuquerque, New Mexico.

Continuing Class B Directors: Terms Expire in 1998

Sosimo  Sanchez  Padilla,  age 66, is  Chairman of the Board of  Directors.  Mr.
Padilla  was Vice  President  of the  Company  from  1971 to 1986 and has been a
Company Director since 1971. Mr. Padilla is a member of the Company's  Executive
Committee.  For more than 30 years prior to 1987, Mr. Padilla owned and operated
Western  Securities  Transportation  Corporation,  a family-owned  newspaper and
record  transportation  business  in New  Mexico.  Mr.  Padilla is retired  from
Albuquerque  Publishing  Company where he was employed for 37 years. Mr. Padilla
has served on the State of New Mexico Border Research  Institute Support Council
and as a Director of the National  Association  of Industrial  and Office Parks.
From  1982-1986,  Mr.  Padilla  was  the  Chairman  of the  New  Mexico  Highway
Commission  and for  three  years  served  as a Trustee  for the  University  of
Albuquerque,  and as a Director of the Westside Albuquerque Chamber of Commerce,
the Greater  Albuquerque Chamber of Commerce and the Albuquerque Hispano Chamber
of Commerce. Mr. Padilla was a founder of and for more than 20 years served as a
Director of the Bank of New  Mexico.  Mr.  Padilla is  currently a member of the
Board of Directors of Rancher's  State Bank, a position he has held since March,
1995, and in 1996,  accepted a position on the Board of Directors of the Hispano
Chamber of Commerce in Albuquerque..

Joe S.  Chavez,  age 59,  was  elected to the Board of  Directors  at the annual
meeting of Shareholders held in November, 1995. He is an alternate member of the
Company's  Disclaimer   Committee.   Mr.  Chavez  has  extensive  knowledge  and
experience in business,  customer relations and sales. For more than the past 35
years,  Mr.  Chavez has been a co-owner  and budget  director of Regina's  Dance
Studio, a business with two locations in Albuquerque specializing in the sale of
gymnastics  equipment,  costume  and ballet  apparel and  coordination  of dance
performances and other functions.  For  approximately 13 years from 1960 to 1973
Mr. Chavez was a store manager for Kimbel Co., that did business in  Albuquerque
as  Foodway  Super  Markets  and from 1975 to 1986 he was  employed  by the U.S.
Postal Service at various  positions,  including Letter Carrier,  Postal Systems
Examiner, Supervisor, Acting Station Manager, Manager and ad-hoc Facilitator and
Coordinator of employees,  which involved  conducting training sessions and work
teams.  From 1986 to June,  1995, Mr. Chavez was a Sales  Consultant  with Casey
Luna Ford and  recently  became  employed  in a  similar  position  with  Galles
Chevrolet. Mr. Chavez served in the United States Navy from 1955 to 1959 when he
was  honorably  discharged.  In 1992,  Mr. Chavez was appointed to represent the
interest of Westland  Development Co., Inc. on the Petroglyph  National Monument
Citizens Advisory Commission.

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

From 1956 to 1975 Dr.  Saavedra  was  employed  by the  Albuquerque,  New Mexico
Public Schools as a teacher,  Administrator and Director of Bilingual Education.
From 1975 to 1977 he was the  Director of Bilingual  Education  for the Colorado
Department  of Education  and from 1977 to 1985 he was the Director of Bilingual
Education for the Oakland  Unified School  District,  Oakland,  California.  Dr.
Saavedra  has been a  consultant  to the  Ministries  of  Education  in Caracas,
Venezuela  and  Cochabamba,  Bolivia.  Dr.  Saavedra  served for four years as a
member of the National  Advisory Board on Child Nutrition and for three years as
a member of the Ethnic Heritage Studies Task Force, Washington, D.C. He received
a Presidential Citation for Service Beyond the Call of Duty and is listed in the
Who's Who of American  Education.  Dr.  Saavedra served in the United States Air
Force  from 1944 to 1950 and  received  an  honorable  discharge.  Dr.  Saavedra
retired  from  teaching in 1985 and  currently  owns Aspen  Country  Florists in
Albuquerque, New Mexico.

OFFICERS:

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

Leroy J. Chavez,  age 35, 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 BS degree from
the  University of New Mexico in Civil  Engineering.  He is also the  qualifying
party for the Company's General Contractors License.

Brent  Lesley,  age 36, 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 BS degree from Iowa State University and an
MBA degree from the  University of New Mexico.  He is also a licensed New Mexico
real estate broker.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The  Company's  No Par Value Stock and its Class B Stock are its only classes of
voting  securities  outstanding.  Only  shareholders  of  record at the close of
business on September 20, 1996,  will be entitled to vote at the Annual  Meeting
and at any  adjournment  thereof.  On September 20, 1996,  there were issued and
outstanding  716,608  shares of No Par Value Stock and 86,100  shares of Class B
Stock,  each of which is entitled to one vote on each matter  coming  before the
Meeting.

Security Ownership of Certain Beneficial Owners and Management:

The  following  table sets forth,  as of  September  20,  1996,  the  beneficial
ownership  of No Par  Value  Stock and  Class B Stock by each  nominee  and each
present  Director of the Company and by all officers  and  Directors as a group.
The  information as to beneficial  stock ownership is based on data furnished by
each person.  Each person has sole voting and investment  power as to all shares
unless  otherwise  indicated.   No  person  is  known  by  the  Company  to  own
beneficially 5% or more of its issued and outstanding equity securities.

NOTE: "Beneficial ownership" of stock, as defined by the Securities and Exchange
Commission,  includes stock which is not outstanding and not entitled to vote or
receive  dividends,  but which an individual  has the right to acquire within 60
days pursuant to a vested stock option.  Such stock will not be issued until the
option  holder  exercises his or her option and pays for the stock at the option
price.  Only Class B Stock is  issuable  under the  Company's  terminated  Stock
Option Plan.  See  "Compensation  of Directors  and  Executive  Officers - Stock
Option Plan" below.

                               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)

CLASS "A" DIRECTORS

Barbara Page ................     500         *          8,300         9.64
401 Coors Blvd., N.W
Albuquerque, N.M. 87121

Polecarpio (Lee) Anaya ......      70         *          5,000         5.81
3900 Isleta Blvd., S.W
Albuquerque, N.M. 87105

Charles V. Pena .............      60         *           -0-           -0-
2312 Britt St., N.E
Albuquerque, N.M. 87112

CLASS "B" DIRECTORS

Sosimo S. Padilla(3) ........     146         *         10,700        12.43
401 Coors Blvd., N.W
Albuquerque, N.M. 87121

Joe S. Chavez ...............     100         *           -0-           *
3901 Donald Rd., S.W ........                                   
Albuquerque, N.M. 87105

Carlos Saavedra .............     393         *          5,000         5.81
220 Tohatchi, N.W
Albuquerque, N.M. 87104

CLASS "C" DIRECTORS(4)

David C. Armijo .............   3,132         *         10,700        12.43
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(5) ..........     -0-        -0-          -0-           -0-
401 Coors Blvd., N.W
Albuquerque, New Mexico 87121

Brent Lesley(5) .............     -0-        -0-          -0-           -0-
401 Coors Blvd., N.W
Albuquerque, New Mexico 87121

Directors and Officers
  as a group (11 people) ....   5,756(4-5)   *(1-3)     55,400        64.35

                                                                         
(1) On September 20, 1996, there were issued and outstanding options to purchase
13,000 shares of the Company's Class B Common Stock, which may be exercised at a
price of $5.51 per share through December 14, 1996, when, if not exercised,  the
options  will  expire.  The  options  were  granted in 1984 to persons  who were
members of the Board of Directors at that time. The percentages contained herein
are based on the total number of shares that would be issued and  outstanding if
no options were  exercised.  No current  officer or director owns an unexercised
option to purchase Class B Common Stock.
(2) For purposes of computing  the percent of beneficial  ownership,  a total of
86,100 shares is used.
(3) Of which,  46 shares are owned by Mr.  Padilla's wife and 50 shares are held
by Mrs. Padilla as custodian for 2 grandchildren.
(4) Each of the current  Class C Directors  are the  Management's  nominees  for
Director at the Annual Meeting of Shareholders.
(5) These officers are not lineal  descendants of an incorporator of the Town of
Atrisco, New Mexico, and cannot own Company's shares.
* Represents less than 1% of the issued No Par Value common shares. The total of
the No Par  Shares  and  Class B Shares  owned  by the  Company's  Officers  and
Directors is  approximately  8.39% of all such shares that might be voted at the
Annual Meeting of Shareholders.

The Executive Officers and the Directors of the Company are:

          Name                          Position                           Age
     Sosimo S. Padilla        Chairman of the Board of Directors            66
                                   since July 25, 1989,  
                                   Director since 1971
     Barbara Page             President, Chief Executive                    62
                                   Officer President and Director 
                                   since July 25, 1989
     Polecarpio (Lee) Anaya   Executive Vice President, Director            65
                                   since July 25, 1989
     David C. Armijo          Secretary and Treasurer since                 80
                                   July, 25, 1989, Director since 1976.
     Josie G. Castillo        Director since 1984                           64
     Carmel Chavez            Director since 1973                           76
     Joe S. Chavez            Director since 1995                           59
     Charles V. Pena          Director Since 1996                           45
     Carlos Saavedra          Director since 1989                           70
     Leroy J. Chavez          Vice President of Development                 35
     Brent Lesley             Vice President of Marketing                   36
                         
Family relationships:

None of the Directors, nominees or 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 eleven regular
meetings,  and no special  meetings.  All  members  attended at least 90% of the
meetings.

The Board has no audit, nominating or compensation committees,  but does have an
Executive  Committee  consisting of Sosimo  Sanchez  Padilla,  Polecarpio  (Lee)
Anaya,  Barbara Page, Josie Castillo and Carmel Chavez,  with an alternate being
Carlos  Saavedra.  Pursuant to the Company's  bylaws,  the  Executive  Committee
performs those  functions  delegated to it by the Board.  During the past fiscal
year, the Executive Committee met one time.

Josie Castillo and Carmel Chavez, Chairman and Vice Chairman respectively,  also
serve  as  Directors  of  El  Campo  Santo,  Inc.,  a  wholly  owned  non-profit
corporation. El Campo Santo, Inc. held four meetings during the year.

EXECUTIVE COMPENSATION

The following table sets forth the  compensation  for the fiscal year ended June
30, 1996,  1995 and 1994 including  bonuses and deferred cash  compensation  (if
any), of the Company's Chief Executive  Officer and the three other highest paid
executive officers, being all of the executive officers:

SUMMARY COMPENSATION TABLE

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

Barbara Page                    1996   110,000     19,428            -
 President,                     1995   125,229     12,696(1)       23,915(2)
 CEO and Director               1994   110,000     12,698(1)       22,658(2)
                                                 
Polecarpio (Lee) Anaya(1)(3)    1996      -        53,232            -   
 Executive Vice President       1995      -        46,505(1)(3)    11,311(2)
    and Director                1994      -        46,507(1)(3)    10,558(2)

Sosimo  S. Padilla(1)(3)        1996      -        53,232            -
  Chairman  of the Board        1995      -        46,505(1)(3)    11,311(2)
     of Directors               1994      -        46,507(1)(3)    10,558(2)
   
David C. Armijo                 1996      -        17,332(4) 
 Secretary and Director         1995      -        16,505(1)(4)    11,311(2)(4)
                                1994      -        16,507(1)(4)    10,558(2)(4)

Leroy Chavez(5)                 1996    63,476(6)    -               -
   Vice President               1995    57,630(6)    -               -
                                1994    53,648(6)    -               -

Brent Lesley(5)                 1996    55,766(6)    -               -
   Vice President               1995    49,875(6)    -               -        
                                1994    46,115(6)    -               -

(1) Mr.  Padilla,  Mr.  Anaya,  Mr.  Armijo  and Dr.  Saavedra  are each  paid a
Directors  fee of $1,400 per month.  Ms.  Page and each of the  Company's  other
Directors are paid a Directors fee of $1,100 per month.
(2) As part of its  grant of  shares  of its  Class B  common  stock to its nine
directors  during fiscal 1993,  the Company  agreed to pay all state and federal
taxes  related  to the grant.  Such  payments  were  based on the actual  income
liability the grant caused each director to incur.
(3) Mr.  Padilla  and Mr.  Anaya  are each paid  $30,000  per year  pursuant  to
consulting agreements.
(4) Does not include $7,500,  $6,000 and $6,800 paid to Mr.  Armijo's  insurance
agency as by the insurance  carrier as  commissions  from policies  owned by the
Company during 1994, 1995 and 1996, respectively
(5) Became an Officer on April 26,  1996. 
(6) Mr. Chavez and Mr.  Lesley are paid for services  rendered to the Company in
excess  of 40  hours  per  week.  All  compensation,  both  regular  salary  and
compensatory pay are included.

In 1984, the Company  granted  certain stock options to persons who were at that
time members of the Company's Board of Directors. The following table sets forth
information  concerning the value of those  exercised and  unexercised  owned by
current Directors at June 30, 1996.

              Aggregated Option/SAR Exercises in Last Fiscal Year
                          and FY-End Option SAR values

                                                   (d)              (e)
                                                 Number of
                                                 Securities        Value of
                                                 Underlying        Unexercised
                                                 Unexercised       In-the-Money
      (a)            (b)            (c)          Options/SAR's     Options/SAR's
                   Shares                        at FY-END(#)      at FY-END($) 
                   Acquired on     Value         Exercisable       Exercisable
     Name          Exercise(#)     Realized($)   Unexercisable     Unexercisable
     
Sosimo S. Padilla    5,000          $22,450
   Chairman 
   of the Board

David C. Armijo      5,000          $22,450
   Secretary,
   Treasurer,
   Director

Carmel Chavez*                                      5,000            $22,450
   Director

* Option was exercised following the fiscal year end.

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

Employment and Consulting Arrangements with Current Officers:

Since  December of 1991 Ms. Page has been  employed as the  Company's  President
under a renewable five year employment  agreement providing for an annual salary
of  $110,000.  If Ms. Page is  involuntarily  terminated  during the term of the
agreement  she shall be paid,  in addition  to any salary  earned to the date of
such termination,  an amount of cash equal to six times the amount of her annual
salary on the date of termination.

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

Certain Business Relationship.

During  fiscal 1990,  the Company  appointed  Mr. David C.  Armijo's  California
All-Risk  agency as its broker to obtain  all of the  Company's  insurance.  Mr.
Armijo has held a non-resident  broker's  license to sell insurance in the State
of New Mexico since 1962.  That agency received a total of $6,800 in commissions
for the placement of the Company's insurance in 1996.

Pension Plan:

On June  27,  1991,  the  Company  established  a  Simplified  Employee  Pension
("SEP-IRA")  plan under Section 408(k) of the Internal  Revenue Code.  Under the
terms of the SEP-IRA plan for 1994, the Company contributed 11% of each eligible
employee's earned wages.  Under this SEP-IRA employees may also contribute up to
4% of their earned wages.  The Company makes monthly  contributions  to the plan
whereby $53,233 was paid in fiscal 1996 and $47,023 was paid in fiscal 1995.

Stock Option Plan:

On December 14, 1996,  the option plan  established  by the Company in 1984,  to
provide incentives for the Company's  Directors,  Officers and Employees,  will,
unless  exercised  prior to that  date,  expire.  On June 30,  1996,  options to
purchase  20,500 shares had not been  exercised,  but options to purchase  7,500
shares were  exercised  following  the fiscal year end.  On  September  20, 1996
options  to  purchase  13,000  shares  had  not  been  exercised.  None  of  the
outstanding  options are owned by the Company's  current  officers of directors.
All options not exercised by December 14, 1996, will expire.  The exercise price
of option shares,  $5.51 per share, set by Board of Directors was at least their
fair market value in 1984 on the date of the grant.  Because there was no formal
market for any class of the Company's  stock, the Board, in order to calculate a
fair market  value for the Class B Stock for the  purpose of  granting  options,
took into account the Company's earning potential,  and the price of repurchases
of No Par  Value  Stock.  The  Company's  Class B Stock  does not have a readily
determinable market value at this time.

Compensation of Directors:

Directors were paid during the year the following amount as director's fees: Mr.
Padilla,  Mr. Anaya,  Dr.  Saavedra and Mr. Armijo were paid  Director's fees of
$1,400 per month and each other Director received a Director's fee of $1,100 per
month.

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

LEGAL PROCEEDINGS

Other than ordinary routine litigation incidental to the Company's business, the
Company and/or members of its management are not currently  parties in any legal
proceedings:

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Grant Thornton LLP, certified public  accountants,  has provided services to the
Company  during the past fiscal  year,  which  included the  examination  of the
Company's  annual report to  shareholders  and annual  report on Form 10-KSB.  A
representative of Grant Thornton LLP ill be present at the Annual Meeting,  will
be  available  to respond to  appropriate  questions  concerning  the  financial
statements of the Company,  and will have the opportunity to make a statement if
the representative desires to do so.

PROXY MATERIALS FOR NEXT ANNUAL MEETING

Shareholder  proposals for  consideration at the next Annual Meeting,  which the
Company  expects to hold in  November  1997,  must be received by the Company no
later than June 30, 1997. In order for such proposals to be included,  they must
be legal and must comply with the Rules and  Regulations  of the  Securities and
Exchange Commission.

OTHER BUSINESS

The Board  knows of no other  business  which is to be  presented  at the Annual
Meeting.  However,  if other  matters  should  properly  come  before the Annual
Meeting,  the persons named in the proxy will vote on those matters according to
their judgment.

By Order of the Board of Directors




David C. Armijo, Secretary

Albuquerque New Mexico, September 27, 1996.

ON WRITTEN  REQUEST,  THE COMPANY WILL PROVIDE,  WITHOUT  CHARGE,  A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 1996, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION  (INCLUDING THE FINANCIAL  STATEMENTS AND
THE SCHEDULES THERETO) TO ANY RECORD HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S
SHARES AS OF THE CLOSE OF BUSINESS ON  SEPTEMBER  20,  1996.  ANY EXHIBIT TO THE
ANNUAL  REPORT ON FORM 10-KSB WILL BE  PROVIDED ON REQUEST  UPON  PAYMENT OF THE
REASONABLE EXPENSES OF FURNISHING THE EXHIBITS.  ANY SUCH WRITTEN REQUEST SHOULD
BE ADDRESSED TO DAVID C. ARMIJO, SECRETARY,  WESTLAND DEVELOPMENT CO., INC., 401
COORS BOULEVARD, N.W., ALBUQUERQUE, NEW MEXICO 87121.