UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 14 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 14 22, 2004 announcing that, ~~based on preliminary accounting results, earnings for~~ the ~~fourth~~California ~~quarter~~Public ofUtilities ~~2003~~Commission ~~are~~approved ~~expected to be approximately $1.38 per unit and earnings for~~ the ~~entire year are expected to~~ betransfer ~~approximately~~of ~~$2.25~~indirect ~~per~~control ~~unit,~~of ~~which~~Valencia ~~exceeds~~Water ~~the~~ Company’s, ~~previous~~a ~~earnings~~wholly-owned ~~estimate~~subsidiary of ~~$1.80~~Newhall ~~to $1.90 per unit. In addition~~Land, ~~the~~to ~~Company announced that as~~ a ~~result~~company ofjointly ~~the~~owned ~~increased~~by ~~earnings~~Lennar Corporation ~~estimate,~~and ~~the~~LNR ~~Company’s~~Property ~~Board~~Corporation ofpursuant ~~Directors~~to ~~declared~~the apending ~~special~~merger ~~distribution~~between ofNewhall ~~$0.15~~Land ~~per~~and ~~partnership~~the ~~unit,~~Lennar/LNR ~~payable March 5, 2004, to unitholders of record January 23, 2004~~entity. A copy of the news release is filed herewith as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

99.1 News Release – Newhall Land Updates ~~Earnings~~Status ~~Estimate~~of ~~for~~Pending ~~2003 and Declares a Special Distribution~~Merger

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~~

THE NEWHALL LAND AND FARMING COMPANY

~~(a California Limited Partnership)~~

(a California Limited Partnership)

~~Registrant~~

Registrant

~~By:~~

~~Newhall Management Limited Partnership,~~

By:

Newhall Management Limited Partnership,

~~Managing General Partner~~

Managing General Partner

~~By:~~

~~Newhall Management Corporation,~~

By:

Newhall Management Corporation,

~~Managing General Partner~~

Managing General Partner

Date: January 16, 2004

By:

/s/ Donald L. Kimball

Date: January 26, 2004

By:

/s/ Donald L. Kimball

~~Donald L. Kimball~~

Donald L. Kimball

~~Vice President and Chief Financial Officer (Principal Financial Officer)~~

Vice President and Chief Financial Officer (Principal Financial Officer)

Filing Compare · NEWHALL LAND & FARMING CO /CA/