UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933

THE NEWHALL LAND AND FARMING COMPANY
(A CALIFORNIA LIMITED PARTNERSHIP)
(Exact name of Registrant as specified in its charter)

California	95-3931727
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

23823 Valencia Boulevard
Valencia, California 91355
(Address of principal executive offices) (zip code)

THE NEWHALL LAND AND FARMING COMPANY
2002 EQUITY COMPENSATION PLAN
(Full title of the Plan(s))

Gary M. Cusumano
President and Chief Executive Officer
Newhall Management Corporation
23823 Valencia Boulevard
Valencia, California 91355
(Name and address of agent for service)

(661) 255-4000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered(1)	Amount to be Registered(2)	Proposed Maximum Offering Price Per Unit(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Depositary Units:	1,720,000	$26.95	$46,354,000.00	$4,264.57
The Newhall Land and Farming Company 2002 Equity Compensation Plan

(1)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2)

This Registration Statement also covers any additional Depositary Units that are acquired under The Newhall Land and Farming Company 2002 Equity Compensation Plan by reason of any Depositary Unit dividend, Depositary Unit split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding Depositary Units.

(3)

Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933 on the basis of the average of the high and low selling price per Depositary Unit of The Newhall Land and Farming Company on September 9, 2002 as reported by the New York Stock Exchange.

PART II

Information Required In The Registration Statement

        The Newhall Land and Farming Company (a California Limited Partnership)(the "Registrant") files this Registration Statement with the Securities and Exchange Commission (the "Commission") on Form S-8 (the "Registration Statement") to register 1,720,000 depositary units of the Registrant (the "Depositary Units") to be acquired from the Registrant or on the open market pursuant to The Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan").

Item 3. Incorporation of Certain Documents by Reference

        The Registrant and the Plan hereby incorporate by reference into this Registration Statement the following documents previously filed with the Commission by the Registrant:

        (a)  The Registrant's Quarterly Report on Form 10-Q, File No. 1-8885, filed with the Commission for the quarter ended June 30, 2002;

        (b)  The Registrant's Quarterly Report on Form 10-Q, File No. 1-8885, filed with the Commission for the quarter ended March 31, 2002;

        (c)  The Registrant's Annual Report on Form 10-K, File No. 1-8885, filed with the Commission for the year ended December 31, 2001;

        (d)  The Registrant's Registration Statement on Form 8-A, File No. 1-8885, filed with the Commission on November 18, 1986, which describes the terms, rights and provisions applicable to the Depositary Units.

        All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of' 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

        The Limited Partnership Agreement of the Registrant provides for indemnification by the Registrant of its general partners and their present or former partners, shareholders, directors and officers (collectively, the "Indemnitees") in certain circumstances. The limited partnership agreement of Newhall Management Limited Partnership, a California Limited Partnership ("NMLP") and the managing general partner of the Registrant, and the Articles of Incorporation and Bylaws of Newhall Management Corporation, a California Corporation ("NMC") and the managing general partner of NMLP, provide for similar indemnification of such Indemnitees. In addition, the Registrant has entered into indemnification agreements ("Indemnification Agreements") with the directors and certain officers of NMC, which describe with more specificity the indemnification obligations of the Registrant.

        The Registrant has purchased liability insurance to supplement the protection afforded to Indemnitees by their indemnity rights under the terms of such charter documents and the

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Indemnification Agreements, and to cover the Registrant's indemnity obligations. However, liability insurance is not necessarily available to cover the unlimited liability of the Indemnitees in certain circumstances. In addition, NMC's Articles of Incorporation provide that the liability of directors of NMC for monetary damages shall be eliminated to the fullest extent permissible under California law.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits

Exhibit Number	Exhibit
5	Opinion of Nossaman, Guthner, Knox & Elliott, LLP.
23.1	Consent of Independent Auditors—Deloitte & Touche, LLP.
23.2	Consent of Nossaman, Guthner, Knox & Elliott, LLP is contained in Exhibit 5.
24	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99	The Newhall Land and Farming Company 2002 Equity Compensation Plan and Related Form of Agreements

Item 9. Undertakings.

        A.    The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the Registration Statement; and (2) that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        B.    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        C.    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clarita, State of California, on this 10th day of September, 2002.

The Newhall Land and Farming Company (a California Limited Partnership)
Registrant
By	Newhall Management Limited Partnership,
	Managing General Partner
By	Newhall Management Corporation, Managing General Partner
By	/s/  GARY M. CUSUMANO Gary M. Cusumano President and Chief Executive Officer of Newhall Management Corporation (Principal Executive Officer)

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

        That the undersigned officers and directors of The Newhall Land and Farming Company, a California Limited Partnership, do hereby constitute and appoint Gary M. Cusumano, President and Chief Executive Officer of Newhall Management Corporation (Principal Executive Officer), the lawful attorney-in-fact and agent, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulation or requirements of the Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/  GARY M. CUSUMANO Gary M. Cusumano	President and Chief Executive Officer of Newhall Management Corporation (Principal Executive Officer) and Director	September 10, 2002
/s/  STUART R. MORK Stuart R. Mork	Senior Vice President and Chief Financial Officer of Newhall Management Corporation (Principal Financial Officer)	September 10, 2002
/s/  DONALD L. KIMBALL Donald L. Kimball	Vice President—Finance and Controller of Newhall Management Corporation (Principal Accounting Officer)	September 10, 2002
/s/  THOMAS V. MCKERNAN, JR. Thomas V. McKernan, Jr.	Director	September 10, 2002

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/s/  HENRY K. NEWHALL Henry K. Newhall	Director	September 10, 2002
/s/  JANE NEWHALL Jane Newhall	Director	September 10, 2002
/s/  PETER T. POPE Peter T. Pope	Director	September 10, 2002
/s/  CARL E. REICHARDT Carl E. Reichardt	Director	September 10, 2002
/s/  THOMAS C. SUTTON Thomas C. Sutton	Director	September 10, 2002
/s/  EZRA K. ZILKHA Ezra K. Zilkha	Director	September 10, 2002
/s/  BARRY LAWSON WILLIAMS Barry Lawson Williams	Director	September 10, 2002

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933

THE NEWHALL LAND AND FARMING COMPANY

EXHIBIT INDEX

Exhibit Number	Exhibit
5	Opinion of Nossaman, Guthner, Knox & Elliott, LLP.
23.1	Consent of Independent Auditors—Deloitte & Touche, LLP.
23.2	Consent of Nossaman, Guthner, Knox & Elliott, LLP is contained in Exhibit 5.
24	Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99	The Newhall Land and Farming Company 2002 Equity Compensation Plan and Related Form of Agreements