Exhibit 99      

The Newhall Land and Farming Company Employee Unit Purchase Plan.


                                                           



















              THE NEWHALL LAND AND FARMING COMPANY

                   EMPLOYEE UNIT PURCHASE PLAN



                                                           



              THE NEWHALL LAND AND FARMING COMPANY

                   EMPLOYEE UNIT PURCHASE PLAN


1.  PURPOSE

     The Newhall Land and Farming Company Employee Unit Purchase
Plan (the "Plan") is intended to provide an opportunity to
participate in the ownership of The Newhall Land and Farming
Company (the "Partnership") for selected eligible employees of
the Partnership and such other companies ("Participating
Companies") as the Board of Directors of Newhall Management
Corporation (the "Board") shall from time to time designate.

2.   ADMINISTRATION

     The Plan shall be administered by a committee (the
"Committee") appointed by the Board.  The Committee shall have
full authority to administer the Plan, including authority to
interpret and construe any provision of the Plan and to adopt
such rules and regulations for administering the Plan as it may
deem necessary. Decisions of the Committee shall be final and
binding on all parties who have an interest in the Plan.

3.   EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall become effective when adopted by the Board
and approved by the Partnership's general partner.  The Plan
shall terminate at such time as the Board shall designate, but in
no event shall the Plan continue beyond the date on which all
Depositary Units available for issuance under the Plan shall have
been issued.

4.   PURCHASE PERIODS

     The Plan shall have one or more Purchase Periods.  The
existence and the first day of any Purchase Period shall be
determined by the Committee.  Each Purchase Period shall run for
a period specified by the Committee not to exceed two years,
provided, however, the Committee shall designate the final day of
each Purchase Period so as to facilitate administration of the
Plan.  No two Purchase Periods shall run concurrently.  No
Purchase Period shall begin after December 31, 2003.


                           1.



5.   ELIGIBILITY AND PARTICIPATION

     Each employee of the Partnership or any of the Participating
Companies shall be eligible to participate in the Plan during a
Purchase Period except (i) employees who have not attained age 19
and do not have at least one year of service with the Partnership
or a Participating Company (including that service with the
Partnership, a Participating Company or an acquired employer that
is credited for purposes of determining eligibility under the
Partnership's qualified retirement plans) as of the initial date
of that Purchase Period and (ii) any employee whose compensation
and conditions of employment are established by the terms of a
collective bargaining agreement in the negotiation of which
retirement benefits were the subject of good faith bargain-ing,
unless his or her participation in the Plan is specifically
provided for in a collective bargaining agreement entered into by
a Participating Company with such employee's lawful
representative or bargaining agent.  If an eligible employee is
selected to participate in the Plan, the employee must enroll in
that Purchase Period by executing such instruments as the
Committee may specify and delivering them to such persons and at
such time prior to the first day of that Purchase Period as the
Committee may specify.

6.   DEPOSITARY UNITS

     The securities subject to the Plan shall be Depositary Units
of the Partnership which are unissued or which have been
reacquired.  In connection with the sale of Depositary Units
under the Plan, the Partnership may repurchase Depositary Units
in the open market or otherwise.  The aggregate number of
Depositary Units which may be sold pursuant to the Plan shall not
exceed 250,000 Depositary Units (subject to adjustment as
provided in Section 9).

7.   PURCHASE RIGHTS

     Purchase rights shall be evidenced by instruments in such
form as the Committee may from time to time approve, and shall
conform to the following terms and conditions:

          (a) PURCHASE PRICE.  The purchase price per Depositary
Unit  shall be the lower of a specified percentage (no less than
eighty-five percent (85%) and no more than one hundred percent
(100%), as determined by the Committee for each Purchase Period)
of the fair market value of a Depositary Unit on the first day of
the Purchase Period, or a specified percentage (no less than
eighty-five percent (85%) and no more than one hundred percent
(100%), as determined by the Committee for each Purchase Period)
of the fair market value of a Depositary Unit on the last day of
the Purchase Period.  For purposes of the Plan the fair market
value of a Depositary Unit on any day shall be the closing price
of a Depositary Unit as recorded by the New 

                           2.



York Stock Exchange Composite Tape for such day, or if there is
no closing price for such day, the most recent closing price.

           (b) PAYMENT.  Payment for Depositary Units under the
Plan shall be made solely from amounts collected from
participants in such manner and at such time as the Committee
shall decide, plus any interest credited thereto.  A participant
may participate at a rate, calculated for each Purchase Period as
of the first day of that Purchase Period, of not more than a
percentage of compensation (not to exceed 15 percent) specified
by the Committee.  For purposes of this Section 7(b),
compensation shall mean the annual salary or wages regularly paid
to the participant, before reduction for elective contributions
under a 401(k) plan or cafeteria plan qualified under Section 125
(or a successor provision) of the Code, but not including
bonuses, overtime pay, deferred compensation, or other
contributions to or benefits under any employee plan.

           (c) NUMBER OF DEPOSITARY UNITS.  On the first day of
any Purchase Period, a participant shall be granted a purchase
right to purchase up to a fixed number of Depositary Units
specified by the Committee for such Purchase Period, which may be
a formula amount related to compensation.  If the total number of
Depositary Units for which purchase rights are to be granted on
any date in accordance with the terms of the Plan exceed the
number of Depositary Units then remaining available under the
Plan (after deduction of all Depositary Units for which purchase
rights have been exercised or are then outstanding), the
Committee shall make a pro rata allocation of the Depositary
Units remaining available in as near as uniform a manner as shall
be practicable and as it shall deem equitable.  The Committee
shall give written notice of such allocation to each participant
affected thereby.

           (d) TERMINATION OF EMPLOYMENT.  If a participant
ceases to be employed by the Partnership or a Participating
Company for any reason, including death or retirement, prior to
the end of a Purchase Period the participant's purchase right
shall terminate, and any amounts collected from the participant,
together with interest thereon, shall be paid to the participant
or the participant's personal representative.  The Committee may
provide on a uniform basis with respect to any Purchase Period
that an employee who is on a leave of absence will be deemed to
have terminated employment after a specified period.

           (e) TERMINATION OF PURCHASE RIGHT.  Unless he or she
has irrevocably elected otherwise, a participant may, during a
Purchase Period, terminate his or her purchase right, by giving
written notice to the Committee, in such manner and at such time
as the Committee may specify, and any amounts collected from the
participant, together with interest thereon, shall be paid to the
participant and no further amounts will be collected during the
Purchase Period.



                           3.



           (f) EXERCISE.  Each purchase right shall be exercised
automatically on the last day of the Purchase Period, unless the
purchase right has been previously terminated pursuant to Section
7(d) or 7(e).  The number of Depositary Units issuable to a
participant shall be reduced to the extent necessary to satisfy
the federal and state income and employment tax withholding
obligations of the participant arising from such exercise, based
on the income and employment tax withholding rates in effect at
the time of exercise.  Any balance in the participant's account
(including interest) shall be promptly paid to the participant.

           (g) ASSIGNABILITY.  Purchase rights under the Plan
shall not be assignable or transferable by the participant, and
shall be exercisable only by the participant.

           (h) RIGHTS AS A UNITHOLDER.  A participant shall have
no rights as a Unitholder with respect to Depositary Units
covered by any purchase right granted under the Plan until the
purchase right is exercised.  No adjustments will be made for
distributions or other rights for which the record date is prior
to the date of exercise.

           (j) OTHER PROVISIONS.  Instruments evidencing purchase
rights may contain such other provisions, not inconsistent with
the Plan, as the Committee deems advisable.

8.   ADJUSTMENTS UPON CHANGES IN PARTNERSHIP STRUCTURE OR
CONTROL.

          (a) In the event of one or more of the following
transactions ("Structural Transaction"):

              (i) the holders of the voting securities of the
Partnership approve a merger or consolidation of the Partnership
with any other entity, other than a merger or consolidation which
would result in the voting securities of the Partnership
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 75% of the
total voting power represented by the voting securities of the
Partnership or such surviving entity outstanding immediately
after such merger or consolidation; or

              (ii) a plan of complete liquidation of the
Partnership is adopted or the holders of voting securities of the
Partnership approve on agreement for the sale or disposition by
the Partnership (in one transaction or a series of transactions)
of all or substantially all the Partnership's assets; then each
purchase right shall be exercised immediately  before the
effective time of the Structural Transaction.

                           4.



           (b) In the event of one or more of the following
occurrences ("Change of Control"):

               (i) Any "Person" (as defined below), other than a
trustee or other fiduciary holding securities under an employee
benefit plan of the Partnership or an entity owned directly or
indirectly by the holders of Depositary Units of the Partnership
in substantially the same proportions as their ownership of
Depositary Units of the Partnership, becomes the "beneficial
owner" (as defined below), directly or indirectly, of securities
representing 25% or more of the total voting power represented by
the Partnership's then outstanding voting securities; or

               (ii) Newhall Management Corporation is removed as
Managing General Partner; then each purchase right shall be
exercised immediately before the effective time of the Change of
Control, or if later, the first practicable date after the
Partnership is notified of the Change of Control.

           (c) For purposes of this subparagraph, "person" shall
mean any individual, firm, company or other entity and shall
include any group comprised of any person and any other person
with whom such person or an Affiliate or Associate (as defined
below) of such person has any agreement, arrangement or
understanding, directly or indirectly, for the purposes of
acquiring, holding, voting or disposing of Partnership interests.

           (d) For purposes of this subparagraph, a person shall
be a beneficial owner of any Partnership interest (i) which such
person or any of its Affiliates or Associates (as defined in Rule
12b-2 under the Securities Act of 1933, reading the term
"registrant" to mean the Partnership, and except that "Associate"
as used herein shall not include any relative or spouse of such
person, or any relative of such spouse, who is also a director or
officer of Newhall Management Corporation, merely because of such
directorship or officership) beneficially owns, directly or
indirectly:  (ii) with regard to which such person or any of its
Affiliates or Associates has, directly or indirectly, (A) the
right to acquire (whether such right is exercisable immediately
or subject only to the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise, or (B) the right to vote pursuant to any agreement,
arrangement or understanding; or (iii) which is beneficially
owned, directly or indirectly, by any other person with which
such person or any of its Affiliates or Associates as any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any Partnership
interest.

                           5.



9.   CAPITAL ADJUSTMENTS

     If any change is made in the Depositary Units subject to the
Plan, or subject to any purchase right granted under the Plan
(through merger, consolidation, reorganization, recapitalization,
split-up, combination of Depositary Units, exchange of Depositary
Units, change in partnership structure, or otherwise) and
outstanding purchase rights are not exercised in connection with
such change, appropriate adjustments shall be made as to the kind
and maximum number of securities subject to the Plan, and the
kind and number of securities and purchase price subject to
outstanding purchase rights.

10.  AMENDMENTS

     The Board may from time to time alter, amend, suspend, or
discontinue the Plan with respect to any Depositary Units at any
time not subject to purchase rights; provided, however, that no
such action of the Board may, without the approval of the
Partnership's general partner, (i) materially increase the number
of Depositary Units subject to the Plan (unless necessary to
effect the adjustments required under Section 8), (ii) make any
other change with respect to which the Board determines that such
approval is required by applicable law or regulatory standards.

11.  NO EMPLOYMENT OBLIGATION

     Nothing contained in the Plan (or in any purchase right
granted pursuant to the Plan) shall confer upon any employee any
right to continue in the employ of the Partnership or any
affiliate or constitute any contract or agreement of employment
or interfere in any way with the right of the Partnership or an
affiliate to reduce such employee's compensation from the rate in
existence at the time of the granting of a purchase right or to
terminate such employee's employment at any time, with or without
cause, but nothing contained herein or in any purchase right
shall affect any contractual rights of an employee pursuant to a
written employment agreement.

12.  USE OF PROCEEDS

     The cash proceeds received by the Partnership from the
issuance of Depositary Units pursuant to purchase rights under
the Plan shall be used for general purposes.

13.  REGULATORY APPROVALS

     The implementation of the Plan, the granting of any purchase
right under the Plan, and the issuance of Depositary Units upon
the exercise of any such purchase right shall be subject to the
Partnership's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the
purchase rights granted under it or the Depositary Units issued
pursuant to it.

                           6.



14.  GOVERNING LAW

     To the extent not otherwise governed by federal law, the
Plan and its implementation shall be governed by and construed in
accordance with the laws of the State of California.

     IN WITNESS WHEREOF, The Newhall Land and Farming Company, (a
California Limited Partnership), has adopted The Newhall Land and
Farming Company Employee Unit Purchase Plan to be executed
effective as of May 18, 1994.

                        THE NEWHALL LAND AND FARMING
                        COMPANY (A CALIFORNIA LIMITED
                        PARTNERSHIP)

                        By: Newhall Management Limited
                            Partnership, Managing General Partner

                        By: Newhall Management Corporation,
                            Managing General Partner


                        By:  /s/ Robert D. Wilke
                             _________________________
                             Name:
                             Title:


                           7.