Newhall Land Reports Second-Quarter Earnings.

VALENCIA, Calif.--(BUSINESS WIRE)--July 22, 1999--

Results Below 1998 Second Quarter Due to Sale of Valencia Marketplace

in 1998; However, Demand Remains Strong in All Business Segments

Second-Quarter Highlights: -0-

--   A 32.8-acre site for 828 apartments closed escrow for
     $32.3 million, establishing a new record for apartment land value
     and adding 34 cents per unit to income.

--   Princess Cruises signed long-term leases for an additional
     160,000 square feet of office space to move its corporate
     headquarters and bring 750 more employees to Valencia.

--   Final approval was received from Los Angeles County for the
     1,711-home Westridge Golf Course Community. Subsequent to the
     approval, a lawsuit was filed by two environmental groups.

--   Latest repurchase program was increased to 2 million units, with
     715,446 units repurchased in second quarter.

--   Escrow closed on the first residential lots in Bridgeport, the
     company's new lifestyle village surrounding a lake.

                           Financial Summary
(Dollars in millions, except per unit)
                              Three Months Ended    Six Months Ended
                                    June 30,             June 30,
                                1999       1998      1999       1998
Revenues                      $ 63,038   $149,299  $105,311   $173,061
Net Income                      12,723     45,741    21,006     45,998
Per Unit Income - Diluted     $   0.40   $   1.31  $   0.65   $   1.31
No. Units (in 000s) - Diluted   31,998     35,005    32,369     34,995

The Newhall Land and Farming Co. (NYSE:NHL) (PSE:NHL) Thursday announced that all segments of its Valencia real estate operations -- residential, commercial and industrial -- are experiencing strong activity and all contributed to second-quarter revenues and income.

Financial Results

For the three months ended June 30, 1999, net income was $12.7 million, or 40 cents per unit, on revenues of $63.0 million. This compares with net income of $45.7 million, or $1.31 per unit, on revenues of $149.3 million reported for the second quarter of 1998. Results for the second quarter of 1998 included the sale of Valencia Marketplace, a retail power center, which contributed $85 million to revenues and $30 million, or 87 cents per unit, to net income.

Net income for the six months ended June 30, 1999, was $21.0 million, or 65 cents per unit, compared with net income of $46.0 million, or $1.31 per unit, for the first half of 1998. Revenues for the first six months of 1999 totaled $105.3 million, compared with $173.1 million reported for the six months ended June 30, 1998.

Escrow Closings Key to Second-Quarter Earnings

Thomas L. Lee, chairman and chief executive officer, said: "Escrow closings on 40.8 acres of industrial and commercial land as well as 193 residential lots all contributed to second quarter revenues and earnings. The escrow closing on a 32.8-acre apartment site near Valencia Town Center was the most significant, adding $18.7 million to revenues and $10.9 million, or 34 cents per unit, to income under percentage of completion accounting.

"The company expects to recognize additional revenues of approximately $13.6 million and income of approximately $7.9 million as land development and landscaping work is completed over the next six to nine months.

Outlook

"The successful development of Valencia is based on providing residents with an ideal place to live, work, shop and play. Our business parks attract companies that provide employment, which in turn creates demand for housing, retail and other services. This synergism has reached new and exciting levels in Valencia and is generating increased land values," Lee continued.

"Last year, 111 acres were sold in our business parks. Of that total, 47 acres are being developed for offices, resulting in more jobs per acre. As anticipated, businesses attracted to Valencia have increased the demand for employees who appreciate the quality of life in Valencia and seek to relocate here. In June, Princess Cruises announced it will consolidate all its operations in Valencia with a long-term lease in two additional office buildings, bringing another 750 employees to our growing Valencia Town Center.

"Pharmavite Corporation's leasing of 740,000 square feet of space in Valencia Commerce Center on land previously sold by the company will add another 1,200 employees to the community. According to CB Richard Ellis, these transactions are among the largest office and industrial leasing deals in Los Angeles County in over a decade and are evidence of the strength and vitality of Valencia's real estate markets.

"As a result of these factors, each of our business segments -- residential, commercial and industrial -- is benefiting from current job creation and the healthy California economy, a trend that is expected to continue at least for the next few years.

"As new entitlements are obtained for residential land, housing will come on-line to accommodate the increasing number of employees coming to Valencia. This in turn creates more demand for retail and other services, benefiting our growing income portfolio, and adds to the excellent workforce living in the Santa Clarita Valley.

"The final specific plan approval last March of Newhall Ranch, our next major master-planned community, along with the final approval for the Westridge Golf Course Community in May, will enable us, once litigation is resolved, to continue our role as a major supplier of residential land in north Los Angeles County well into the next century."

Unit Repurchase Plan Increased

"In May, the company's board of directors approved an increase in our current repurchase program to 2 million units, representing an additional 1 million units to the previous units approved in January 1999," Lee continued.

"For the first six months of this year, 1,257,626 partnership units were repurchased, including 271,772 from the repurchase program authorized in 1998, at an average price of $24.11 per unit. This represents 3.8 percent of the total units outstanding at the end of 1998. On July 21, there were 884,446 units remaining to be repurchased under the current authorization.

"We continue to believe our units are undervalued and we are taking advantage of this opportunity to buy back units. It is our opinion that the current market price of our units does not reflect the company's underlying value, performance and future outlook. Our goal is to repurchase at least 2 million units in 1999, depending upon market conditions."

Financing Expansion at Lower Fixed Rates

"In 1999, the company expects to complete approximately $200 million in financings, including $85 million in refinancings. Net proceeds will be used to reduce bank line borrowings, finance our income portfolio expansion, develop new inventory and continue our aggressive unit buyback program," Lee continued.

"During the first quarter, we completed a $50 million mortgage refinancing of three apartment complexes, which included $4 million in new money. In the 1999 second half, we anticipate completing a $25 million mortgage loan secured by River Oaks and North Park Village Square shopping centers, a $10 million increase in the Valencia Town Center revolving loan, and $50 million to $70 million in other secured and unsecured financings." -0-

                     SUMMARY OF OPERATING RESULTS

                             Residential(a)
(Dollars in millions)
                                Three Months Ended
                                      June 30,
                           1999                        1998
Sales             No.      Rev.      Inc.     No.      Rev.      Inc.
- Lots            193     $ 8.9     $ 3.6     903     $32.0     $18.6
- JV Homes         50      11.4       1.3      15       3.1        .3
Total             243     $20.3     $ 4.9     918     $35.1     $18.9

                                 Six Months Ended
                                      June 30,
                           1999                        1998
Sales             No.      Rev.      Inc.      No.     Rev.       Inc.
- Lots            193     $ 8.9     $ 3.6      940    $34.6     $19.3
- JV Homes         76      15.7       1.6       33      7.2        .7
Total             269     $24.6     $ 5.2      973    $41.8     $20.0
(a) Excludes revenues and income recognized from prior land sales.

New Home Sales By All Builders in Valencia

                            Three Months Ended      Six Months Ended
                                  June 30,               June 30,
                              1999       1998        1999       1998
Number of Sales                 87        160         209        330
Number of Homes in Escrow      171        261
Number of Active
 Projects/Builders             8/4      11/10
Valencia Market Share -
     Santa Clarita Valley       26%        57%
     Los Angeles County(b)      10%        11%
(b) First Quarter Ended March 31.

Demand for Residential Real Estate Outpacing Supply

Demand for homes continues to increase throughout Los Angeles County, particularly in Valencia, where employment is rising with more companies relocating to the master-planned community. Current supply constraints in Valencia's new home inventory continue to hamper sales as four residential housing projects sold out during the first half of 1999.

During the second quarter of 1999, merchant builders and the company's joint ventures sold 87 homes, compared with 160 homes sold in the year-earlier quarter. This brings the total of homes sold during the first six months of 1999 to 209, compared with 330 for the year-earlier first half. At June 30, 1999, 171 homes were in escrow, with another 50 homes reserved.

The inventory of new homes is expected to increase starting in the third quarter of 1999. Kaufman & Broad Home Corp. has opened an information trailer and the first of three model complexes is scheduled to open this September, with the other two opening in the fourth quarter. These homes will be on 445 unimproved residential lots purchased last year from the company in the Hasley Hills area just outside the master-planned community of Valencia.

Shea Homes, which purchased 458 unimproved lots in the Decoro Highlands section of Valencia last year, will start selling homes in the fourth quarter with two model complexes opening this year and two more scheduled for early 2000. All of these homes, ranging in size from 1,400 to 3,400 square feet, will help fill a need in the middle market and broaden the spectrum of home choices in Valencia.

Home sales activity during the second quarter was strong in the 316-home community called Woodlands at Valencia, evidence of the strong demand for move-up and executive homes. Homes have increased in price in all four projects in Woodlands on lots sold by the company to Taylor Woodrow Homes in late 1997. Currently three of the four product lines have models open, with the model complex for Ironwood expected to open in August.

Residential Lot Sales and Joint Venture Home Sales

In the second quarter of 1999, 193 lots closed escrow, adding $8.9 million to revenues and $3.6 million to income under percentage of completion accounting. These lots were the first sold in Bridgeport, the company's new lifestyle village surrounding a lake. Homes on these lots will be available for sale early next year.

One builder is in escrow for 85 lots and three more builders have deposits on 232 lots in Bridgeport, with closings scheduled for the third and fourth quarters of 1999. The company is in serious negotiations on the remaining lots in Bridgeport which, when fully developed, will offer a wide range of housing and many amenities including a private beach club and park. The company expects to realize the highest values ever received for residential land in this project.

In addition, Kaufman & Broad has a deposit on an additional 294 lots adjacent to its current development in Hasley Hills, with closing scheduled late this year. These five residential parcels currently being held under deposit or in escrow are expected to contribute approximately $60 million to 1999 revenues.

In the three months ended June 30, 1999, a total of 50 homes closed escrow by the company's joint ventures. The 50 joint-venture closings contributed $11.4 million to revenues and $1.3 million to income. To take advantage of this strong market and increase absorption, the company is concentrating its efforts on lot sales to merchant builders and no new joint ventures are planned for 1999.

To meet demand, Newhall Land is in the process of entitling all its remaining residential lots in Valencia. In May, 1,711 lots in the Westridge Golf Course Community received final approval from the Los Angeles County Board of Supervisors. This fall, the company expects to entitle 1,900 lots through annexation by the City of Santa Clarita, making them available for sale next year. An additional 2,545 lots are expected to complete the entitlement process with Los Angeles County early next year. -0-

                      Income-producing Properties
(Dollars in thousands)
                              Three Months Ended    Six Months Ended
                                    June 30,             June 30,
Net Operating Income            1999       1998      1999       1998
Shopping Centers              $ 3,717    $ 3,767   $ 6,734    $ 7,929
Apartments                      1,233      1,221     2,503      2,523
Restaurants/Hotel/Leases/Etc.   1,726      1,775     3,187      3,304
Office Buildings                  811        246     1,585        517
Net Operating Income(c)         7,487      7,009    14,009     14,273
Admin./Depreciation            (3,284)    (1,874)   (6,058)    (3,712)
Total Contribution to Income  $ 4,203    $ 5,135   $ 7,951    $10,561
(c) Before depreciation.  Maintenance expensed as incurred.

Occupancy Rates(d):                 June 30, 1999        June 30, 1998
Valencia Town Center Mall(e)             99%                  99%
Town Center Drive Retail                 56%                  --
Northpark/Castaic/River Oaks             98%                  99%
Plaza del Rancho                         100%                 92%
Apartments                               90%                  97%
Office Buildings                         92%                  90%
Hotels (year-to-date average)            58%                  77%(f)

(d) Includes signed lease space
(e) Includes leases to short-term tenants
(f) Excludes Hyatt Valencia Hotel which opened in August 1998

Commercial Portfolio Adds Major Tenant

In June 1999, Princess Cruises signed 15-year leases on two additional buildings to be constructed by Newhall Land in Valencia Town Center to consolidate all its operations in Valencia. Construction will start on these buildings -- a 125,000-square-foot five story and an 83,000-square-foot four story -- prior to the end of 1999 with occupancy slated for early 2001.

Princess Cruises will occupy all but the ground floors in both buildings, which will be leased for retail and office use. Combined, the total amount of office space for Princess Cruises is the largest in Valencia's history and is one of the largest office lease deals in Los Angeles County in the past decade. With the move, Princess Cruises will bring another 750 employees to Valencia.

Revenues from the portfolio were higher for both the second quarter and first six months of 1999 compared with year-earlier results, as new properties in the income portfolio more than compensated for the strategic sale of Valencia Marketplace in June 1998. However, income for both periods was lower due primarily to increased depreciation associated with the new properties and expenses in connection with the Hyatt Valencia Hotel.

While new properties continue to be added to the portfolio, the company expects 1999 earnings from the income portfolio to be about 20 percent lower than in 1998.

Excellent retail and apartment occupancy rates and favorable rents contributed to the portfolio's results. Retail space along Town Center Drive, including Town Center Plaza adjacent to the Hyatt Valencia Hotel, is more than 58 percent leased.

The entertainment complex has opened and includes an IMAX 3-D Theatre, 11 additional movie screens, a Borders bookstore and three restaurants. A small food court will open in the complex in the third quarter. As envisioned, Town Center Drive is a very active pedestrian-oriented "Main Street."

The company's shopping centers are all performing well with occupancy rates averaging close to 100 percent. Valencia Town Center regional mall is 99 percent leased including short-term tenants.

Occupancy at NorthPark Village Square is at 93 percent with 4,400 square feet of newly added space remaining to be leased. River Oaks shopping center is 100 percent leased, Castaic Shopping Center is 99 percent leased and Plaza del Rancho, the mixed-use project in Valencia Industrial Center which opened last year is 100 percent leased.

Construction of the next neighborhood shopping center is planned for the South River area next year, subject to achieving pre-leasing requirements.

Occupancy rates at the company's three apartment complexes averaged more than 92 percent for the second quarter. As Princess Cruises and other large employers relocate to Valencia, demand for apartments, as well as single-family homes, is expected to increase substantially. Models opened in June at Montecito, a 210-unit, high-end apartment complex which includes 12 townhomes overlooking Valencia Country Club in Valencia Town Center.

As of June 30, approximately 50 units have been pre-leased, seven of which are for the 1,422-square-foot townhomes at the highest rental rates achieved in Valencia. The first occupants are expected to move-in in July. Construction on a second apartment project with 320 units in Valencia NorthPark is scheduled to start before the end of 1999. These units will be larger in size, appealing to families. Additional apartment complexes are planned for the future to meet anticipated demand.

Valencia Water Co. Continues Improvement

For the second quarter and first six months of 1999, Valencia Water Co. recorded increases in revenues and income over the corresponding periods in 1998. The company's wholly owned public utility benefited from continued customer growth and drier weather. -0-

                       Industrial/Commercial(g)
(Dollars in millions)
                                   Three Months Ended
                                         June 30,
Sales                       1999                        1998
Industrial           Ac.    Rev.      Inc.       Ac.    Rev.      Inc.
- Land               5.3  $  2.9    $  1.0       4.8  $  2.2    $   .5
- Build-to-suit/
  lease               --      --        --      10.0    10.6        .8
Other Property Sale   --      --        --        --      --        --
Commercial
- Assets                                                85.3      30.4
- Land              35.6    22.6      13.3       4.6     1.5        .4
Total               40.9  $ 25.5    $ 14.3      19.4  $ 99.6    $ 32.1

                                    Six Months Ended
                                         June 30,
Sales                       1999                        1998
Industrial           Ac.    Rev.      Inc.       Ac.    Rev.      Inc.
- Land              20.4  $  9.9    $  2.0       8.7  $  4.2    $  1.0
- Build-to-suit/
  lease               --      --        --      10.5    11.3        .9
Other Property Sale   --    10.0       8.2        --      --        --
Commercial
- Assets                                                85.3      30.4
- Land              35.6    22.6      13.3       4.6     1.5        .4
Total               56.0  $ 42.5    $ 23.5      23.8  $102.3    $ 32.7
(g) Excludes revenues and income recognized from prior year sales.

                           Three Months Ended      Three Months Ended
                              June 30, 1999            June 30, 1998

 In Escrow/On Deposit      Acres   Sales Value     Acres   Sales Value
 Industrial
 - Land                     42.3      $22.9         90.8      $46.6
 - Build-to-Suits            5.2       15.0
 Commercial
 - Assets                                            2.1        1.5
 - Land                      7.0        3.6         14.3        4.8
 Industrial Vacancy Rate     4.5%                    1.6%

Industrial Land Activity Strong

Following two years of record industrial land sales, Newhall Land's primary marketing efforts now are concentrated on absorbing space being built that is expected to accommodate more than 5,000 new jobs. Even with more than 100 acres sold in 1998, the vacancy rate in Valencia's two industrial parks is 4.5 percent, below the average for Los Angeles County, and strong demand continues for Valencia's industrial land.

In the second quarter of 1999, escrow closed on three industrial parcels totaling 5.3 acres, contributing $2.9 million to revenues and $1.0 million to income. These sales bring industrial escrow closings for the first six months of 1999 to 20.4 acres.

At June 30, 1999, four industrial parcels, totaling 47.5 acres, were in escrow or were being held under deposit for $30.6 million, including a 110,000-square-foot build-to-suit facility on 5.2 acres. In addition, a 170,000-square-foot build-to-suit is scheduled to close escrow upon completion on an 8.5 acre parcel which closed escrow in the 1999 first quarter.

Commercial Land Sales Contribute to Earnings

In the 1999 second quarter, three commercial parcels totaling 35.6 acres closed escrow contributing $22.6 million to revenues and $13.3 million to income. As previously announced, the largest was a 32.8-acre site planned for 828 apartments in South River adjacent to Valencia Town Center. This sale is indicative of the high prices paid for apartment land in Valencia, where rents are the highest in the Santa Clarita Valley.

At June 30, 1999, three commercial parcels, totaling 7.0 acres, were in escrow or were being held under deposit for $3.6 million with closings scheduled during the remainder of 1999.

Due to revised costs to complete the construction and leasing of Valencia Marketplace, the company does not expect to recognize any additional earnings from the prior-year sale of this property.

Community Development Expanding

During the 1999 first quarter, the company received final approval from the Los Angeles County Board of Supervisors for its 21,600-home Newhall Ranch project adjacent to Valencia. Of the five villages planned, development is expected to begin with Riverwood, an area located along Highway 126. The company will begin processing subdivision maps and applications for permits, which need approval before development can begin. Initial development is expected to start in 2002.

As a result of Newhall Ranch's approval, four separate lawsuits were filed against Los Angeles County, and name the company as a real party in interest. The lawsuits were filed in the Ventura County (California) Superior Court. A Ventura Superior Court judge ruled in favor of Los Angeles County's request that the lawsuits be transferred out of Ventura County and designated the neutral venue of Kern County.

In May, the Los Angeles County Board of Supervisors gave final approval to the Company's 1,711-home Valencia Westridge Golf Course Community. A focal point of the Valencia project is a Tournament Players Club (TPC) championship golf course, a joint venture between Newhall Land and PGA TOUR Golf Course Properties. Subsequent to the approval, a lawsuit was filed by two environmental groups. Lot sales and the golf course opening in Westridge are expected to occur in 2001.

The company prepared the Environmental Impact Reports on both projects in a thorough manner and is confident that they can withstand legal challenges.

Newhall Land has intensified its focus on developing communities in other geographic areas in the western states. Currently, the company is working with the city of Broomfield, Colo., to develop a plan that could result in approximately 3,000 homes on 1,700 acres. Broomfield is a growing suburb between Denver and Boulder. The company is also looking at development opportunities in other locations.

Agriculture and Energy Operations

For the 1999 second quarter and first six months, agriculture revenues, including the company's energy operations, were about the same level as the previous year. Income for the second quarter of 1999 increased, primarily due to excellent prices received for Valencia oranges, and expenses in 1998 in connection with heavy rains. For the first six months of 1999, income declined from year-earlier levels partly due to lower oil and gas prices. Also, additional income was recorded in 1998 for crop price adjustments.

Strategic Farm Land Sales

As part of the company's strategic plan to sell land not suitable for development, the final portion of the Merced Ranch was sold in the first quarter of 1999. The sale is included in results for the first six months of 1999. No farm land sales were recorded during the second quarter. However, the 36,000-acre Suey Ranch in Santa Barbara and San Luis Obispo counties is being marketed for sale.

Newhall Land is a developer of new towns and master-planned communities. Its primary activity is the new town of Valencia, California. Newhall Ranch, a new town recently approved by Los Angeles County, and Valencia together form one of the nation's most valuable landholdings. They are located on the company's 36,000 acres, 30 miles north of downtown Los Angeles.

The Company maintains a Web site through the Internet at http://www.newhall.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The forward-looking statements made in this release are based on present trends the company is experiencing. Also, Newhall Land's success in obtaining entitlements, governmental and environmental approvals, timing of escrow closings, expansion of its income portfolio and marketplace acceptance of its business strategies are factors that could affect results. All escrow closings are subject to market and other conditions. These and other risk factors are detailed in the 1998 Annual Report (pages 24-25) and the company's filings with the Securities and Exchange Commission, including its Form 10-K (for the fiscal year ended Dec. 31, 1998; Part II, Item 7, pages 18-19) and Form 10-Q (for the quarter ended March 31, 1999; Part I, Item 2, pages 13-14). Negative changes in the company's markets could affect the outlook. -0-

                   The Newhall Land and Farming Co.
                   Consolidated Statements of Income
                    (in thousands except per unit)

                            Three Months Ended      Six Months Ended
                                  June 30,               June 30,
                              1999       1998        1999       1998
Revenues

Real estate
 Residential home and
  land sales               $ 20,254   $ 35,482    $ 24,554   $ 44,116
 Industrial and
  commercial sales           26,679    100,249      46,665    102,922
 Commercial operations
   Income-producing
    properties               11,714      9,798      23,021     19,476
   Valencia Water Co.         2,699      2,210       4,937      3,935
                             61,346    147,739      99,177    170,449
 Agriculture
    Operations                1,692      1,560       2,177      2,289
    Ranch sales                 --        --         3,957        323
                              1,692      1,560       6,134      2,612

    Total revenues         $ 63,038   $149,299    $105,311   $173,061

Contribution to income

Real estate
 Residential home and
  land sales               $  3,779   $ 17,665    $  3,572   $ 18,745
 Industrial and
  commercial sales           13,410     31,032      21,817     30,473
 Community development       (3,819)    (2,577)     (5,840)    (4,231)
 Commercial operations
   Income-producing
    properties                4,203      5,135       7,951     10,561
   Valencia Water Co.           676        413       1,077        731
                             18,249     51,668      28,577     56,279
 Agriculture
    Operations                  411        186         591        855
    Ranch sales                 --         --        2,847        323
                                411        186       3,438      1,178

Operating income             18,660     51,854      32,015     57,457

General and
 administrative expense      (3,404)    (3,684)     (6,056)    (6,403)
Expense from unit
 ownership plans               --         --          --         (400)
Interest and other, net      (2,533)    (2,429)     (4,953)    (4,656)

Net income                 $ 12,723   $ 45,741    $ 21,006   $ 45,998

Net income per unit        $   0.40   $   1.32    $   0.66   $   1.33

Net income per unit
 - diluted                 $   0.40   $   1.31    $   0.65   $   1.31

Number of units used in
 computing per unit amounts:
  Net income per unit        31,688     34,546      32,066     34,540
  Net income per unit
   - diluted                 31,998     35,005      32,369     34,995

Cash distributions per unit:
 Regular                   $   0.10   $   0.10    $   0.20   $   0.20
 Special                        --         --         0.22       0.12

                 The Newhall Land and Farming Company
                     Consolidated Balance Sheets
                            (in thousands)

                                        June 30,     Dec. 31,
                                          1999         1998
ASSETS
 Cash and cash equivalents             $  2,350     $  2,188
 Accounts and notes receivable           67,629       30,255
 Land under development                  57,240       47,667
 Land held for future development        30,170       30,553
 Income-producing properties, net       270,693      248,712
 Property and equipment, net             60,708       58,836
 Other assets and deferred charges       16,671       13,996
                                       $505,461     $432,207

LIABILITIES AND PARTNERS' CAPITAL
 Accounts payable                      $ 30,651     $ 28,716
 Accrued expenses                        42,736       43,196
 Deferred revenues                       27,419       10,041
 Mortgage and other debt                236,587      157,609
 Advances and contributions
  from developers for
  utility construction                   24,402       26,466
 Other liabilities                       22,884       22,366
        Total liabilities               384,679      288,394

Partners' capital

31,456 units outstanding,
 excluding 5,317 units in
 treasury (cost-$113,020),
 at June 30, 1999 and
32,676 units outstanding,
 excluding 4,096 units in
 treasury (cost-$83,530),
 at December 31, 1998                   120,782      143,813

                                       $505,461     $432,207

                 The Newhall Land and Farming Company
                 Consolidated Statements of Cash Flow
                            (in thousands)

                                            Six Months Ended
                                                 June 30,
                                            1999         1998
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net income                            $  21,006    $  45,998

  Adjustments to reconcile
   net income to net cash provided by
   operating activities:
    Depreciation and amortization           6,878        4,758
    Increase in land under
     development                          (47,614)     (28,333)
    Cost of sales and other
     inventory changes                     38,041       28,512
    (Increase) decrease in accounts
      and notes receivable                (37,374)       3,752
    Increase in accounts payable,
     accrued expenses and
     deferred revenues                     18,853       29,950
    Cost of property sold                   5,045       60,299
    Other adjustments, net                     40          494

  Net cash provided by
   operating activities                     4,875      145,430

CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Development of income-producing
   properties                             (32,681)     (44,796)
  Purchase of property and
   equipment                               (4,919)      (3,850)
  Distribution from (investment in)
   joint venture                               10         (126)

  Net cash used in investing
   activities                             (37,590)     (48,772)

CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Distributions paid                      (13,677)     (11,053)
  Increase (decrease) in mortgage
    and other debt                         78,978      (51,891)
  (Decrease) increase in advances
   and contributions from
   developers for utility
   construction                            (2,064)       2,295
  Purchase of partnership units           (30,323)        --
  Other, net                                  (37)         542

  Net cash provided by (used in)
   financing activities                    32,877      (60,107)

Net increase in cash and
 cash equivalents                             162       36,551
Cash and cash equivalents,
 beginning of period                        2,188        2,770
Cash and cash equivalents,
 end of period                          $   2,350    $  39,321