SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KIMBALL DONALD L

(Last)

(First)

(Middle)

23823 VALENCIA BLVD.

(Street)

VALENCIA

91355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWHALL LAND & FARMING CO /CA/ [ NHL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Partnership Units	01/27/2004		U		12,500	D	⁽¹⁾	0	D
Partnership Units	01/27/2004		U		2,814	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units Rights⁽²⁾	⁽⁸⁾	01/27/2004		U			100,000	⁽⁴⁾	⁽⁴⁾	Partnership Units	100,000	⁽⁵⁾	0	D
Unit Rights⁽³⁾	⁽⁸⁾	01/27/2004		U			2,716.5765	⁽⁶⁾	⁽⁶⁾	Partnership Units	2,716.5765	⁽⁷⁾	0	D
Unit Rights⁽⁹⁾	⁽⁸⁾	01/27/2004		U			213.9678	⁽⁶⁾	⁽⁶⁾	Partnership Units	213.9678	⁽⁷⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger dated 7/21/2003 in exchange for $40.50 on the effective date of the merger.

2. Options, issued pursuant to 2002 Equity Compensation Plan and predecessor plans, disposed of pursuant to 7/21/03 Agreement and Plan of Merger - exercise price offset by strike price (various).

3. Unit rights issued pursuant to Management Unit Ownership Program, disposed of pursuant to 7/21/2003 Agreement and Plan of Merger.

4. Options cancelled pursuant to Agreement and Plan of Merger dated 7/21/2003 in exchange for a cash payment representing the difference between the strike price and $40.50.

5. Difference between exercise price and $40.50.

6. Unit rights cancelled pursuant to Agreement and Plan of Merger dated 7/21/2003 in exchange for a cash payment representing the difference between the grant price and $40.50.

7. Difference between grant price and $40.50.

8. Various.

9. Unit rights issued pursuant to Employee Unit Purchase Plan.

	Donald L. Kimball	02/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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