8-K

UNITED STATES
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): January 22, 2004

The Newhall Land and Farming Company
( a California Limited Partnership )

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

1-8885	95-3931727
(Commission File Number)	(IRS Employer Identification No.)

23823 Valencia Blvd., Valencia, CA  91355

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code:  661-255-4000

Item 5.  Other Events

The Newhall Land and Farming Company issued a news release on January 22, 2004 announcing that the California Public Utilities Commission approved the transfer of indirect control of Valencia Water Company, a wholly-owned subsidiary of Newhall Land, to a company jointly owned by Lennar Corporation and LNR Property Corporation pursuant to the pending merger between Newhall Land and the Lennar/LNR entity.  A copy of the news release is filed herewith as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits

(c)Exhibits

99.1 News Release – Newhall Land Updates Status of Pending Merger

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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.

	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
Date:  January 26, 2004						By:			/s/ Donald L. Kimball
									Donald L. Kimball
								Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-99.1

Exhibit 99.1

	THE NEWHALL LAND AND FARMING COMPANY 23823 Valencia Blvd. • Valencia, CA  91355 • (661) 255-4000
		Investor Contact:	Erik Higgins
			(661) 255-4064
FOR IMMEDIATE RELEASE		Media Contact:	Marlee Lauffer
			(661) 255-4247

NEWHALL LAND UPDATES STATUS OF PENDING MERGER

CPUC approves transfer of indirect control of Valencia Water Company

VALENCIA, California, January 22, 2004 – The Newhall Land and Farming Company (NYSE, PSE/NHL) announced today that the California Public Utilities Commission (CPUC) has approved the transfer of indirect control of Valencia Water Company, a wholly-owned subsidiary of Newhall Land, to a company jointly owned by Lennar Corporation (Lennar) and LNR Property Corporation (LNR) pursuant to the pending merger between Newhall Land and the Lennar/LNR entity.

The CPUC approval satisfies the only remaining regulatory approval required to complete the merger.  In accordance with the terms of the merger agreement, it is anticipated the merger will close on or before February 2, 2004.

Newhall Land is a premier community planner in north Los Angeles County.  Its primary activities are planning communities in Valencia, California and on Newhall Ranch, which together form one of the nation’s most valuable landholdings.  They are located on the Company’s 34,000 acres, 30 miles north of downtown Los Angeles.

Forward-Looking Information and Risk Factors

Except for historical matters, the matters discussed in this release are forward-looking statements that involve risks and uncertainties.  The Company has tried, wherever practical, to identify these forward-looking statements by using words like “anticipate,” “believe,” “estimate,” “project,” “expect,” “target,” “plan,” and similar expressions.  Forward-looking statements include, but are not limited to, statements about plans; opportunities; anticipated regulatory approvals;

negotiations; market and economic conditions; development, construction and sales activities; and availability of financing.

You are cautioned not to place undue reliance on these forward-looking statements, which reflect current beliefs and are based on information currently available. The Company expressly undertakes no obligation to revise publicly or update these forward-looking statements to reflect future events or changes in circumstances.

These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed in or implied by these statements.  In particular, among the factors that could cause actual results to differ materially are:

•Failure of the merger to close as a result of any of the closing conditions failing to be satisfied.

•Changes in general, regional and local economic conditions and/or changes in general and local real estate markets.

•Competition in the real estate industry for residential, commercial and/or industrial land.

•Ability of buyers to obtain financing and fluctuations in interest rates.

•Successful completion of buyers’ due diligence, agreement with buyers on definitive terms or failure to close transactions.

•Occurrences such as earthquakes, fires, weather conditions or acts of violence or terrorism that might delay or increase the cost of land development or otherwise effect economic activity generally and within the region.

•Changes in environmental laws or regulations, or liability for environmental remediation on owned or formerly owned properties that could delay or prevent development or increase the costs of development of the Company’s properties.

•Delay in receipt of or denial of government approvals and entitlements for land, development, other political and discretionary government decisions or actions affecting the use of or access to land, or legal challenges to the issuance of approvals or entitlements.

For further information, please refer to Newhall Land’s annual report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission.

Available Information

The Company’s electronic filings with the Securities and Exchange Commission are available free of charge through a link on the Company’s website as soon as reasonably practicable after such material is electronically filed with the Commission.  The Company’s website address is www.newhall.com.