<PAGE>


          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997

                                                   Registration No. 333-________

--------------------------------------------------------------------------------

                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549
                                                     
                                   ------------------

                                        FORM S-8
                                 REGISTRATION STATEMENT
                                          Under
                               The Securities Act of 1933
                                                     
                                   ------------------

                             GRIFFIN LAND & NURSERIES, INC.
                 (Exact name of registrant as specified in its charter)


           DELAWARE                                      06-0868496
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                     Identification No.)

                              387 PARK AVENUE SOUTH, 
                                     6TH FLOOR
                             NEW YORK, NEW YORK 10016-8899
                      (Address of principal executive offices)

                                   ------------------

                1997 STOCK OPTION PLAN OF GRIFFIN LAND & NURSERIES, INC. 


                                  (Full title of Plan)

                                   ------------------

                                  FREDERICK M. DANZIGER
                             GRIFFIN LAND & NURSERIES, INC.
                                 387 PARK AVENUE SOUTH,
                                       6TH FLOOR
                              NEW YORK, NEW YORK 10016-8899
                                    (212) 448-3800

                (Name, address, including zip code, and telephone number,
                       including area code, of agent for service)

                                        Copy to:

                                R. RONALD HOPKINSON, ESQ.
                                    LATHAM & WATKINS
                                    885 THIRD AVENUE
                                       SUITE 1000
                                 NEW YORK, NY 10022-4802
                                     (212) 906-1840


<TABLE>
<CAPTION>


                                       CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------
                                                                          Proposed
                                  Amount              Proposed            Maximum
Title of Each Class             of Shares             Maximum             Aggregate            Amount of
of Securities to                  to be               Offering Price      Offering            Registration
be Registered                   Registered(1)         Per Share(2)        Price (2)               Fee
--------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                 <C>                 <C>
Common Stock              
$.01 par value                         700,000               $19.80            $13,860,000           $4200.00
</TABLE>

--------------------------------


(1) Represents the maximum number of shares that may be acquired under the 1997
    Stock Option Plan of Griffin Land & Nurseries, Inc. (the "Plan").

(2) Estimated solely for the purpose of calculating the registration fee,
    pursuant to Rule 457(h) of the Securities Act of 1933, based on the book
    value of the common stock, par value $.01 per share ("Common Stock"), of
    Griffin Land & Nurseries, Inc. on March 1, 1997.

<PAGE>

                                        PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.


Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.


                                       PART II

Item 3.  Incorporation of Documents by Reference

    The following documents filed with the Securities and Exchange Commission
by Griffin Land & Nurseries, Inc., a Delaware corporation (the "Company") and
are incorporated as of their respective dates in this Registration Statement by
reference:

    (1)  The Company's Registration Statement on Form 10/A filed with the
         Commission on April 8, 1997, as amended (File No. 000-29288, 
         originally filed under File No. 001-12879) including the exhibits
         thereto. 

    (2)  The description of the Company's Common Stock contained in the
         Company's Registration Statement on Form 10/A referred to in (1)
         above.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


Item 4.  Description of Securities

         Not applicable.


Item 5.  Interests of Named Experts and Counsel

         Not applicable.


Item 6.  Indemnification of Directors and Officers

         Griffin Land & Nurseries, Inc. is a Delaware corporation.  Reference
is made to Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit 

                                          2


<PAGE>


the personal liability of a director for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payments of dividends of unlawful stock purchase or redemptions) or
(iv) for any transaction from which a director derived an improper benefit.

         Reference is also made to Section 145 of the DGCL, which provides that
a corporation may indemnify any person, including an officer or director, who
is, or is threatened to be made, party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the corporation's best interest and, for
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.  A Delaware corporation may indemnify any officer or director in any
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation.  Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.

    Article VII of the Bylaws of Griffin Land & Nurseries, Inc. provides for
indemnification of the officers and directors to the full extent permitted by
applicable law.

Item 8.  Exhibits

    4.1  Form of Amended and Restated Certificate of Incorporation of the
         Company.  Filed as Exhibit 3.1 to the Company's Registration Statement
         on Form 10/A as filed on April 8, 1997, as amended (File 
         No. 000-29288, originally filed under File No. 001-12879) and 
         incorporated herein by reference.

    4.2  Form of By-laws of the Company.  Filed as Exhibit 3.2 to the Company's
         Registration Statement on Form 10/A as filed on April 8, 1997, as 
         amended (File No. 000-29288, originally filed under File 
         No. 001-12879) and incorporated herein by reference.

    5.1  Opinion of Latham & Watkins regarding the legality of the Common Stock
         being registered.

    23.1 Consent of Price Waterhouse LLP.

    23.2 Consent of Latham & Watkins (included in Exhibit 5.1).

    24   Power of Attorney (see signature page).

Item 9.  Undertakings

    (a)  The undersigned registrant hereby undertakes:

                                          3


<PAGE>

         (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, as amended (the "Act");

              (ii) To reflect in the prospectus any facts or events arising
    after the effective date of this 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;

              (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 paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

         (2)  That, for the purpose of determining any liability under the Act,
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.

         (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 Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 Act 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 Act 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 Act and will be governed by the final adjudication of
such issue.

                                          4


<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
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 New York, New York, on July 1, 1997.

                             GRIFFIN LAND & NURSERIES, INC.


                             By:  /s/ Frederick M. Danziger
                                 ----------------------------------
                                 Frederick M. Danziger
                                 Chief Executive Officer


                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Frederick M. Danziger his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements to this Registration Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                          5


<PAGE>

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with Griffin Land & Nurseries, Inc. and on the dates
indicated.

   SIGNATURE                      TITLE                         DATE


                                  Chairman of the Board,
/s/ Edgar M. Cullman              Director                      July 1, 1997
-----------------------------
      Edgar M. Cullman


                                  President, Chief
                                  Executive Officer
                                  and Director (Principal 
/s/ Frederick M. Danziger         Executive Officer)            July 1, 1997
-----------------------------
    Frederick M. Danziger


                                  Chief Financial Officer
                                  (Principal Financial and
/s/ Anthony J. Galici             Accounting Officer)           July 1, 1997
-----------------------------
    Anthony J. Galici



/s/ John L. Ernst                 Director                      July 1, 1997
-----------------------------
    John L. Ernst



/s/ Winston J. Churchill, Jr.     Director                      July 1, 1997
------------------------------
    Winston J. Churchill, Jr.


                                          6


<PAGE>

                                    Exhibit Index


    4.1  Form of Amended and Restated Certificate of Incorporation of the
         Company.  Filed as Exhibit 3.1 to the Company's Registration Statement
         on Form 10/A as filed on April 8, 1997, as amended (File 
         No. 000-29288, originally filed under File No. 001-12879) and 
         incorporated herein by reference.

    4.2  Form of By-laws of the Company.  Filed as Exhibit 3.2 to the Company's
         Registration Statement on Form 10/A as filed on April 8, 1997, as 
         amended (File No. 000-29288, originally filed under File 
         No. 001-12879) and incorporated herein by reference.

    5.1  Opinion of Latham & Watkins regarding the legality of the Common Stock
         being registered.

    23.1 Consent of Price Waterhouse LLP.

    23.2 Consent of Latham & Watkins (included in Exhibit 5.1).

    24   Power of Attorney (see signature page).

                                          7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17525}]
{"company-data": {"conformed-name": "GRIFFIN LAND & NURSERIES INC", "cik": "0001037390", "assigned-sic": "5200", "irs-number": "060868486", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30639", "film-number": "97635528"}, "business-address": {"street1": "387 PARK AVENUE SOUTH 6TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016-8899", "phone": "2124483800"}, "mail-address": {"street1": "387 PARK AVENUE SOUTH 6TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10016-8899"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997

                                                   Registration No. 333-________

--------------------------------------------------------------------------------

                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549
                                                     
                                   ------------------

                                        FORM S-8
                                 REGISTRATION STATEMENT
                                          Under
                               The Securities Act of 1933
                                                     
                                   ------------------

                             GRIFFIN LAND & NURSERIES, INC.
                 (Exact name of registrant as specified in its charter)

           DELAWARE                                      06-0868496
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                     Identification No.)

                              387 PARK AVENUE SOUTH, 
                                     6TH FLOOR
                             NEW YORK, NEW YORK 10016-8899
                      (Address of principal executive offices)

                                   ------------------

                1997 STOCK OPTION PLAN OF GRIFFIN LAND & NURSERIES, INC. 

                                  (Full title of Plan)

                                   ------------------

                                  FREDERICK M. DANZIGER
                             GRIFFIN LAND & NURSERIES, INC.
                                 387 PARK AVENUE SOUTH,
                                       6TH FLOOR
                              NEW YORK, NEW YORK 10016-8899
                                    (212) 448-3800

                (Name, address, including zip code, and telephone number,
                       including area code, of agent for service)

                                        Copy to:

                                R. RONALD HOPKINSON, ESQ.
                                    LATHAM & WATKINS
                                    885 THIRD AVENUE
                                       SUITE 1000
                                 NEW YORK, NY 10022-4802
                                     (212) 906-1840
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------
                                                                          Proposed
                                  Amount              Proposed            Maximum
Title of Each Class             of Shares             Maximum             Aggregate            Amount of
of Securities to                  to be               Offering Price      Offering            Registration
be Registered                   Registered(1)         Per Share(2)        Price (2)               Fee
--------------------------------------------------------------------------------------------------------------
Common Stock              
$.01 par value                         700,000               $19.80            $13,860,000           $4200.00
--------------------------------

(1) Represents the maximum number of shares that may be acquired under the 1997
    Stock Option Plan of Griffin Land & Nurseries, Inc. (the "Plan").

(2) Estimated solely for the purpose of calculating the registration fee,
    pursuant to Rule 457(h) of the Securities Act of 1933, based on the book
    value of the common stock, par value $.01 per share ("Common Stock"), of
    Griffin Land & Nurseries, Inc. on March 1, 1997.
PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.

                                       PART II

Item 3.  Incorporation of Documents by Reference

    The following documents filed with the Securities and Exchange Commission
by Griffin Land & Nurseries, Inc., a Delaware corporation (the "Company") and
are incorporated as of their respective dates in this Registration Statement by
reference:

    (1)  The Company's Registration Statement on Form 10/A filed with the
         Commission on April 8, 1997, as amended (File No. 000-29288, 
         originally filed under File No. 001-12879) including the exhibits
         thereto. 

    (2)  The description of the Company's Common Stock contained in the
         Company's Registration Statement on Form 10/A referred to in (1)
         above.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Griffin Land & Nurseries, Inc. is a Delaware corporation.  Reference
is made to Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit 

                                          2
the personal liability of a director for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payments of dividends of unlawful stock purchase or redemptions) or
(iv) for any transaction from which a director derived an improper benefit.

         Reference is also made to Section 145 of the DGCL, which provides that
a corporation may indemnify any person, including an officer or director, who
is, or is threatened to be made, party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the corporation's best interest and, for
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.  A Delaware corporation may indemnify any officer or director in any
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation.  Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.

    Article VII of the Bylaws of Griffin Land & Nurseries, Inc. provides for
indemnification of the officers and directors to the full extent permitted by
applicable law.

Item 8.  Exhibits

    4.1  Form of Amended and Restated Certificate of Incorporation of the
         Company.  Filed as Exhibit 3.1 to the Company's Registration Statement
         on Form 10/A as filed on April 8, 1997, as amended (File 
         No. 000-29288, originally filed under File No. 001-12879) and 
         incorporated herein by reference.

    4.2  Form of By-laws of the Company.  Filed as Exhibit 3.2 to the Company's
         Registration Statement on Form 10/A as filed on April 8, 1997, as 
         amended (File No. 000-29288, originally filed under File 
         No. 001-12879) and incorporated herein by reference.

    5.1  Opinion of Latham & Watkins regarding the legality of the Common Stock
         being registered.

    23.1 Consent of Price Waterhouse LLP.

    23.2 Consent of Latham & Watkins (included in Exhibit 5.1).

    24   Power of Attorney (see signature page).

Item 9.  Undertakings

    (a)  The undersigned registrant hereby undertakes:

                                          3
(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, as amended (the "Act");

              (ii) To reflect in the prospectus any facts or events arising
    after the effective date of this 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;

              (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 paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

         (2)  That, for the purpose of determining any liability under the Act,
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.

         (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 Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 Act 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 Act 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 Act and will be governed by the final adjudication of
such issue.

                                          4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
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 New York, New York, on July 1, 1997.

                             GRIFFIN LAND & NURSERIES, INC.

                             By:  /s/ Frederick M. Danziger
                                 ----------------------------------
                                 Frederick M. Danziger
                                 Chief Executive Officer

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Frederick M. Danziger his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements to this Registration Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                          5
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with Griffin Land & Nurseries, Inc. and on the dates
indicated.

   SIGNATURE                      TITLE                         DATE

                                  Chairman of the Board,
/s/ Edgar M. Cullman              Director                      July 1, 1997
-----------------------------
      Edgar M. Cullman

                                  President, Chief
                                  Executive Officer
                                  and Director (Principal 
/s/ Frederick M. Danziger         Executive Officer)            July 1, 1997
-----------------------------
    Frederick M. Danziger

                                  Chief Financial Officer
                                  (Principal Financial and
/s/ Anthony J. Galici             Accounting Officer)           July 1, 1997
-----------------------------
    Anthony J. Galici

/s/ John L. Ernst                 Director                      July 1, 1997
-----------------------------
    John L. Ernst

/s/ Winston J. Churchill, Jr.     Director                      July 1, 1997
------------------------------
    Winston J. Churchill, Jr.

                                          6
Exhibit Index

    4.1  Form of Amended and Restated Certificate of Incorporation of the
         Company.  Filed as Exhibit 3.1 to the Company's Registration Statement
         on Form 10/A as filed on April 8, 1997, as amended (File 
         No. 000-29288, originally filed under File No. 001-12879) and 
         incorporated herein by reference.

    4.2  Form of By-laws of the Company.  Filed as Exhibit 3.2 to the Company's
         Registration Statement on Form 10/A as filed on April 8, 1997, as 
         amended (File No. 000-29288, originally filed under File 
         No. 001-12879) and incorporated herein by reference.

    5.1  Opinion of Latham & Watkins regarding the legality of the Common Stock
         being registered.

    23.1 Consent of Price Waterhouse LLP.

    23.2 Consent of Latham & Watkins (included in Exhibit 5.1).

    24   Power of Attorney (see signature page).

                                          7