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

Date of Report (Date of earliest event reported):   October 2, 1997

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

       New Mexico                   0-7775                       85-0165021  
   (State or other               (Commission                    IRS Employer
   jurisdiction of               File Number)                Identification No.
   Incorporation)                  

              401 Coors Blvd., S.W.
             Albuquerque, New Mexico                              87121
      (Address of principal executive offices)                  (Zip code)
 

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

                                       N/A
         (Former name or former address, if changed since last report)

Item 5.  OTHER EVENTS.

On October 2, 1997, at the  registrant's  annual  meeting of  shareholders,  the
shareholders  amended Article III of the registrants  articles of incorporation.
The  amendment was provides  that the  Corporation  shall have all of the powers
granted to business  corporations  by the New Mexico  Business  Corporation  Act
(Sections 53-1 through 53-18 NMSA 1978).

The Amendment to the Articles was approved by more than two-thirds of the issued
and outstanding common stock entitled to vote at the meeting.

Item 7. Financial Statement and Exhibits.

(a) There are no financial statements filed as part of this Report.

(b) Exhibit furnished pursuant to Item 601 (b)(3) of Regulation SB: 

      Certificate of Amendment to the registrant's Articles of Incorporation.


                                   SIGNATURES

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

Date: October 2, 1997

WESTLAND DEVELOPMENT CO., INC.
      

By: Barbara Page
    -------------------------------
    Barbara Page, President and CEO
 

EX-99

                                   EXHIBIT 99

                            CERTIFICATE OF AMENDMENT
                                       OF
                           ARTICLES OF INCORPORATION
                                       OF
                         WESTLAND DEVELOPMENT CO., INC.


     Pursuant to the provisions of the Business  Corporation  Act of New Mexico,
the undersigned  Corporation  adopts the following  Articles of Amendment to its
Articles  of  Incorporation:  

FIRST: The name of the corporation is WESTLAND DEVELOPMENT CO., INC.

SECOND: The following  amendment to the Articles of Incorporation was adopted by
the  shareholders of the corporation at the annual meeting of shareholders  held
on October 2, 1997, in the manner prescribed by the Business  Corporation Act of
New Mexico,  and at such meeting voted to repeal  Article III of its Articles of
Incorporation and voted to replace that repealed Article with the following:

                                  ARTICLE III
 
     This  Corporation  shall  have  all  of  the  powers  granted  to  business
corporations by the New Mexico  Business  Corporation Act (Sections 53-1 through
53-18 NMSA  1978). 

THIRD: The number of issued and outstanding  shares of the Corporation's  common
stock  entitled  to  vote on the  Amendment  at the  meeting  that  adopted  the
Amendment on October 2, 1997, was 802,708 shares.

FOURTH:  The corporation has two classes of issued and outstanding  common stock
entitled to vote on the  amendment,  those being no par value  common  stock and
Class B common stock. The aggregate of all such issued and outstanding shares at
the time of the meeting of  shareholders  was 802,708.  The  amendment was not a
matter specified by Section 53-13-3 NMSA 1979 as requiring a vote by class.

FIFTH: Of the 802,708 shares of issued and outstanding  common stock entitled to
vote on the amendment,  539,831 shares voted for the amendment and 56,574 shares
voted against the amendment.

SIXTH:  the result of this  amendment  had no effect on the number of authorized
shares or stated capital.
 
IN WITNESS  WHEREOF,  the said  WESTLAND  DEVELOPMENT  CO., INC. has caused this
Certificate of Amendment to be signed by its President and its Secretary and its
corporate seal to be affixed hereto this 2nd day of October 1997.

WESTLAND DEVELOPMENT CO., INC.

By:  Barbara Page
     -------------------------------      
     Barbara Page, President and CEO


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


STATE OF NEW MEXICO      )
                         ) ss.
COUNTY OF BERNALILLO     )

     On October 2, 1997, personally appeared before me, a Notary Public, Barbara
Page, President,  and David C. Armijo,  Secretary,  of WESTLAND DEVELOPMENT CO.,
INC.,  a New  Mexico  corporation,  who  acknowledged  that  they  executed  the
foregoing  Certificate of Amendment of the Articles of Incorporation of Westland
DEVELOPMENT CO., INC. and that the statements therein contained are true.

Robert S. Simon             
- ---------------
Robert S. Simon                     
(Notary Public)


My commission expires May 15, 1998