AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 22, 1995
REGISTRATION NO. ________________
___________________________________________________________________

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 (I.R.S. Employer
of incorporation or organization) Identification Number)

23823 VALENCIA BOULEVARD
VALENCIA, CALIFORNIA 91355
(Address of principal executive offices) (zip code)
________________________________________

THE NEWHALL LAND AND FARMING COMPANY
1995 OPTION/AWARD PLAN
(Full title of the plan)
_________________________________________

Thomas L. Lee
Chairman and Chief Executive Officer
NEWHALL MANAGEMENT CORPORATION
23823 Valencia Boulevard, Valencia, California 91355
(Name and address of agent for service)
(805) 255-4000
(Telephone number, including area code, of agent for service)

Copies to:

Barry W. Homer, Esq.
George D. Tuttle, Esq.
Brobeck, Phleger & Harrison
One Market Plaza, Spear Street Tower
San Francisco, California 94105
_______________________________________
This Registration Statement shall become effective immediately upon
filing with the Securities and Exchange Commission, and sales of the
registered securities will begin as soon as reasonably practicable
after such effective date.

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered <F1> Registered <F2> per Unit <F3> Price <F3> Fee

Depositary Units:

The Newhall Land and Farming 600,000 $14.75 $8,850,000.00 $3,052.00
Company 1995 Option/Award Plan

<FN>
<F1> 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.

<F2> This Registration Statement also covers any additional
Depositary Units that are acquired under The Newhall Land and
Farming Company 1995 Option/Award 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.

<F3> 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 March 20, 1995 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 600,000 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 1995 Option/Award 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.
01-08885, filed with the Commission for the quarter ended September
30, 1994;

(b) The Registrant's Quarterly Report on Form 10-Q, File No.
01-08885, filed with the Commission for the quarter ended June 30,
1994;

(c) The Registrant's Quarterly Report on Form 10-Q, File No.
01-08885, filed with the Commission for the quarter ended March 31,
1994;

(d) The Registrant's Annual Report on Form 10-K, File No. 01-
08885, filed with the Commission for the year ended December 31,
1993;

(e) The Registrant's Registration Statement on Form 8-A, File
No. 01-08885, 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
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 Brobeck, Phleger & Harrison.
23.1 Consent of Independent Auditors - KPMG Peat Marwick
LLP.
23.2 Consent of Brobeck, Phleger & Harrison is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of
this Registration Statement.
99.1 The Newhall Land and Farming Company 1995 Option/Award
Plan.
99.2 Form of Notice of Grant and Option Agreement.
99.3 Form of Notice of Grant and Option Agreement for
Independent Directors.
99.4 Form of Notice of Grant and Restricted Units Agreement.
99.5 Form of Notice of Grant and Unit Rights Agreement.
99.6 Form of Notice of Grant and Appreciation Rights
Agreement.
99.7 Form of Independent Director Fee Election.

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 plan's
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

II-2.

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 or 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.

II-3.

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 Universal City, State of California, on this 15th day of March,
1995.

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 THOMAS L. LEE
Thomas L. Lee
Chairman and Chief Executive
Officer

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 Thomas L. Lee, Chairman and Chief 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.

II-4.

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

THOMAS L. LEE Chairman and Chief March 15, 1995
Thomas L. Lee Executive Officer of
Newhall Management
Corporation (Principal
Executive Officer) and
Director

STUART R. MORK Vice President and March 15, 1995
Stuart R. Mork Chief Financial Officer
of Newhall Management
Corporation (Principal
Financial Officer)

DONALD L. KIMBALL Vice President - March 15, 1995
Donald L. Kimball Controller of
Newhall Management
Corporation
(Principal
Accounting Officer)

JAMES F. DICKASON Director March 15, 1995
James F. Dickason

GEORGE C. DILLON Director March 15, 1995
George C. Dillon

THOMAS V. MCKERNAN, JR. Director March 15, 1995
Thomas V. McKernan, Jr.

PAUL A. MILLER Director March 15, 1995
Paul A. Miller

HENRY K. NEWHALL Director March 15, 1995
Henry K. Newhall

II-5.

Signatures Title Date

JANE NEWHALL Director March 15, 1995
Jane Newhall

PETER T. POPE Director March 15, 1995
Peter T. Pope

CARL E. REICHARDT Director March 15, 1995
Carl E. Reichardt

THOMAS C. SUTTON Director March 15, 1995
Thomas C. Sutton

LAWRENCE R. TOLLENAERE Director March 15, 1995
Lawrence R. Tollenaere

EDWIN NEWHALL WOODS Director March 15, 1995
Edwin Newhall Woods

EZRA K. ZILKHA Director March 15, 1995
Ezra K. Zilkha

II-6.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

THE NEWHALL LAND AND FARMING COMPANY

EXHIBIT INDEX

Exhibit
Number Exhibit