FORM 10-Q
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                  (X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended    June 30, 1996
                                                    --------------
                                          OR

                  ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                  for the transition period from __________ to__________        

                  For Quarter Ended                  Commission File Number
                  -----------------                  ----------------------
                    June 30, 1996                           1-7183         

                                     TEJON RANCH CO.                      
                  (Exact name of Registrant as specified in its charter)

             Delaware                               77-0196136            
        -------------------------------  ---------------------------------
        (State or other jurisdiction of  (IRS Employer Identification No.) 
        incorporation or organization)

        P.O. Box 1000, Lebec, California                          93243   
        ----------------------------------------               ----------
        (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code...(805) 248-6774

        Indicate  by  check  mark  whether  the  Registrant  (1) has filed all
        reports  required to be filed by Section 13 or 15(d) of the Securities
        Exchange  Act  of  1934  during  the  preceding 12 months (or for such
        shorter period that the Registrant was required to file such reports),
        and  (2)  has been subject to such filing requirements for the past 90
        days.

        Yes  X    No    
           ----      ----
        Total  Shares of Common Stock issued and outstanding on June 30, 1996,
        were 12,682,244.
                                        - 1 - 
 



     PART I FINANCIAL INFORMATION

                           TEJON RANCH CO. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                       (In thousands, except per share amounts)
                                     (Unaudited)

                                     THREE MONTHS ENDED     SIX MONTHS ENDED
                                         June 30                June 30     
                                     ------------------     ----------------
                                     1996         1995        1996      1995 
                                     ----         ----        ----      ----
     Revenues:                     
          Livestock                $ 3,269      $   683     $ 3,818   $ 1 043
          Farming                       50           49          74       171
          Oil and Minerals             338          319         619       582
          Commercial and Land Use      336          399         672       693
          Interest Income              319          342         647       712 
                                   -------      -------     -------   -------
                                     4,312        1,792       5,830     3,201

     Costs and Expenses:
          Livestock                  2,580          775       3,277     1,435
          Farming                      369          323         747     1,125
          Oil and Minerals              40           41          83        52
          Commercial and Land Use      588          666       1,068     1,050
          Corporate Expense            586          566       1,062     1,141
          Interest Expense              54          103         104       182
                                   -------       ------      ------    ------ 
                                     4,217        2,474       6,341     4,985
                                   -------       ------      ------    ------
     Operating Income(Loss)             95         (682)       (511)   (1,784)

     Income Tax Expense(Benefit)        38         (273)       (204)     (714)
                                   -------      -------     -------   -------
     Net Income(Loss)              $    57      $  (409)    $  (307)  $(1,070)  
                                   =======      =======     =======   =======  


     Earnings Per Share            $   .00      $  (.03)    $  (.02)  $  (.08)
     Cash Dividends Paid 
       Per Share                   $  .025      $  .025     $  .025   $  .025


     See Notes to Consolidated Condensed Financial Statements.

                                        - 2 - 
 



                           TEJON RANCH CO. AND SUBSIDIARIES
                         CONSOLIDATED CONDENSED BALANCE SHEETS
                                    (In thousands)

                                       JUNE   30, 1996       DECEMBER 31, 1995*
                                         (Unaudited)   
        ASSETS
        CURRENT ASSETS

          Cash and Cash Equivalents         $     102               $      44
          Short-term Investments               20,139                  20,257
          Accounts & Notes Receivable           1,155                   4,487
          Inventories:
            Cattle                              1,682                   2,672
            Farming                             2,237                      -- 
            Other                                 111                     155
          Prepaid Expenses and Other              830                   1,063
          Total Current Assets                 26,256                  28,678

        PROPERTY AND EQUIPMENT-NET             15,516                  15,073

        OTHER ASSETS                            1,471                   1,452

        TOTAL ASSETS                        $  43,243               $  45,203

        LIABILITIES AND STOCKHOLDERS' EQUITY
        CURRENT LIABILITIES

          Trade Accounts Payable            $     585               $     932
          Other Accrued Liabilities               325                     343
          Other Current Liabilities             1,651                   2,619
          Total Current Liabilities             2,561                   3,894

        LONG-TERM DEBT                          1,800                   1,800

        DEFERRED CREDITS                        2,619                   2,540
          Total Liabilities                     6,980                   8,234

        STOCKHOLDERS' EQUITY

          Common Stock                          6,341                   6,341
          Additional Paid-In Capital              387                     387
          Retained Earnings                    29,578                  30,202
          Marketable Securities -
            Unrealized Gains (Losses), Net        (43)                     39
          Total Stockholders' Equity           36,263                  36,969

        TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY              $  43,243               $  45,203

        See Notes to Consolidated Condensed Financial Statements.

        *    The  Balance Sheet at December 31, 1995 has been derived from the
             audited financial statements at that date.


                           TEJON RANCH CO. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                                    (In thousands)
                                      (Unaudited)
                                                            SIX MONTHS ENDED
                                                                 June 30     
                                                           -------------------
                                                            1996        1995
                                                            ----        ----  
        OPERATING ACTIVITIES
          Net Income (Loss)                             $    (307)    $(1,070)
          Items Not Effecting Cash:
            Depreciation and Amortization                     541         495
            Deferred Income Taxes                             134         (89)
            Gain on Sale of Investments                       -0-           2 
            
          Changes in Operating Assets and 
            Liabilities:
              Receivables, Inventories and 
                Other Assets, Net                           2,362      (2,153)
              Current Liabilities, Net                       (846)     (2,216)

        NET CASH PROVIDED BY (USED IN)          
          OPERATING ACTIVITIES                              1,884      (5,031)

        INVESTING ACTIVITIES
          Maturities and Sales of Marketable 
            Securities                                      5,484       4,788
          Funds Invested in Marketable
            Securities                                     (5,503)     (2,022)
          Property and Equipment
            Expenditures                                     (947)     (1,913)
          Net Change in Breeding Herds                        (60)          3 
            Other                                               3         (51)

        NET CASH (USED IN) PROVIDED BY 
          INVESTING ACTIVITIES                             (1,023)        805 

        FINANCING ACTIVITIES
         Proceeds From Revolving Line of Credit             6,698       6,710 
         Payments on Revolving Line of Credit              (7,184)     (1,855)
         Decrease in Long-Term Debt                           -0-        (200)
         Cash Dividend Paid                                  (317)       (317)
        NET CASH (USED IN) PROVIDED BY
          FINANCING ACTIVITIES                               (803)      4,338

        INCREASE IN CASH AND CASH EQUIVALENTS                  58         112 

        Cash and Cash Equivalents at
          Beginning of Year                                    44          68

        CASH AND CASH EQUIVALENTS AT
          END OF PERIOD                                 $     102     $   180

        See Notes to Consolidated Condensed Financial Statements.
                                        - 4 - 
 



        TEJON RANCH CO. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
        (Unaudited)

        June 30, 1996

        NOTE A - BASIS OF PRESENTATION
        ------------------------------
        The  summarized  information  furnished  by Registrant pursuant to the
        instructions  to  Part  I  of  Form 10-Q is unaudited and reflects all
        adjustments  which  are,  in  the  opinion of Registrant's Management,
        necessary  for a fair statement of the results for the interim period.
        All such adjustments are of a normal recurring nature.

        The  results  of  the period reported herein are not indicative of the
        results to be expected for the full year due to the seasonal nature of
        Registrant's  agricultural  activities.    Historically,  the  largest
        percentage  of  revenues  are  recognized  during the third and fourth
        quarters.

        F o r   further  information,  refer  to  the  Consolidated  Financial
        Statements  and  footnotes  thereto  included  in  Registrant's Annual
        Report on Form  10-K for the year ended December 31, 1995.

        NOTE B - CALCULATIONS OF EARNINGS PER SHARE
        -------------------------------------------
        Earnings per share are calculated using the weighted average number of
        c o m mon  shares  outstanding  during  the  period.    Common  shares
        outstanding  for  the three month and six month periods ended June 30,
        1996  and  1995  were  12,682,244.  Registrant has a stock option plan
        providing for the granting of options to purchase a maximum of 230,000
        shares  of    Registrant's  Common  Stock  to  employees, advisors and
        consultants  of    Registrant.  Currently, options to purchase 179,000
        shares  are  outstanding  at  prices equal to the fair market value at
        date  of  grant (100,000 shares at $17.875 per share, 59,000 shares at
        $20.00  per share, and 20,000 shares at $15.00 per share).  During the
        first  quarter  of  1996,  an  option  to  purchase  14,000 shares was
        cancelled.    Stock  options  granted  will be treated as common stock
        equivalents  in  accordance with the treasury method when such amounts
        would  be  dilutive.   Fully diluted common shares outstanding for the
        three  month  period  ended June 30, 1996 and 1995 were 12,685,361 and
        12,683,844  respectively.  Fully diluted common shares outstanding for
        the  six month period ended June 30, 1996 and 1995 were 12,684,228 and
        12,683,303,  respectively.    There is no change in earnings per share
        based on the fully diluted common shares outstanding.  

        NOTE C - MARKETABLE SECURITIES
        ------------------------------
        Registrant  has  elected  to classify its securities as available-for-
        s a le  per  Statement  of  Financial  Accounting  Standard  No.  115,
        Accounting for  Certain Investments in Debt and Equity Securities, and
        therefore  is  required  to adjust the carrying value of securities to
        fair value at each reporting date.

                                       - 5 - 
 



        Marketable securities consist of the following at:
                                          
                                         June 30             December 31
                                           1996                  1995
                                         -------             -----------
                                             Estimated             Estimated
                                             Fair                   Fair
                                   Cost      Value       Cost       Value

        Marketable securities:  
        (in thousands)
          U.S. Treasury and 
           agency notes           $13,807    $13,752     $14,868     $14,869   
          Corporate notes           6,402      6,387       5,323       5,388    
                                  ------------------------------------------
                                  $20,209    $20,139     $20,191     $20,257   
                                                                              


        As of June 30, 1996, the cumulative fair value adjustment is a $70,000
        u n r e a lized  loss.    The  cumulative  fair  value  adjustment  to
        stockholders' equity, net of deferred tax of $27,000, is an unrealized
        loss  of  $43,000.  Registrant's gross unrealized holding gains equals
        $147,000,  while  gross unrealized holding losses equals $217,000.  On
        June  30,  1996,  the  average  maturity  of  U.S. Treasury and agency
        s e curities  was  1.2  years  and  corporate  notes  was  1.7  years.
        Currently,  Registrant has  no securities with a weighted average life
        of greater than five years.  

        Market  value  equals  quoted  market price, if available. If a quoted
        market  price is not available, market value is estimated using quoted
        market  prices  for  similar  securities.  Registrant's investments in
        corporate  notes  are  with  companies  with  a  credit rating of A or
        better.

        NOTE D - COMMODITY CONTRACTS USED TO HEDGE PRICE FLUCTUATIONS
        -------------------------------------------------------------
        Registrant  uses  commodity  contracts  to hedge its exposure to price
        fluctuations  on  its  purchased stocker cattle and cattle feed costs.
        The  objective  is  to  protect  or  create a future price for stocker
        cattle  that  will provide a profit or minimize a loss once the cattle
        are  sold and all costs are deducted and to protect Registrant against
        market  declines.   To help achieve this objective Registrant uses the
        cattle  futures  and  cattle  options markets.  Registrant continually
        monitors  any  open  futures  and  options  contracts to determine the
        appropriate  hedge  based  on market movement of the underlying asset,
        stocker  cattle.    The  option  and  futures contracts used typically
        expire  on  a  quarterly  or  semi-annual  basis and are structured to
        expire  close  to or during the month the stocker cattle are scheduled
        to  be sold.  The risk associated with hedging is that hedging imposes
        a  limit  on  the  potential profits from the sale of cattle if cattle
        prices  begin  to  increase  dramatically.    The  costs of buying and
        selling  options  and  futures contracts reduce profits.  Any payments
        received  and  paid  related  to options contracts are deferred in and
                                        - 6 - 
 



        reflected  as an asset on the balance sheet in  prepaid expenses until
        contracts  are  closed  or  expire.   There were no outstanding option
        contracts  at  June  30,  1996.   Cattle futures contracts are carried
        off-balance  sheet  until  the contracts are settled.  Realized gains,
        losses,  and  costs associated with closed contracts equal to $587,000
        of  net gain is currently included in cost of sales expense due to the
        sale of hedged cattle.

        The  following  table  identifies  the cattle futures contract amounts
        outstanding at June 30, 1996 (in thousands, except No. of Contracts):





         Cattle Hedging                                 Estimated 
            Activity                         Original   Fair Value Estimated
            Commodity               Contract  Contract      At        Gain
          Future/Option     No.    Expiration (Bought)  Settlement (Loss) at
           Description   Contracts    Date     Sold     (Buy) Sell Settlement
        ---------------------------------------------------------------------
        Cattle futures 
          sold 50,000  
          lbs. per    
          contract         10       Jan. 97   $   302    $  (314)    $(12)  

         Cattle futures 
           sold 50,000  
           lbs. per     
           contract        15       Apr. 97       466       (473)      (7)  


        Estimated  fair value at settlement is based upon quoted market prices
        at June 30, 1996.

        NOTE E - CONTINGENCIES
        ----------------------  
        Registrant  leases land to National Cement Company of California, Inc.
        ("National")  for  the  purpose  of manufacturing portland cement from
        limestone  deposits  found  on  the leased acreage.  National, LaFarge
        Corporation   (the  parent  company  of  the  previous  operator)  and
        Registrant  have  been  ordered  to  clean up and abate old industrial
        waste  landfill  sites and other contamination of land and groundwater
        on  the  leased  premises.    Under  existing lease agreements, either
        National  or LaFarge is required to indemnify Registrant for costs and
        liabilities  incurred  in  connection with the cleanup order depending
        upon  when  they  arise. Due to the financial strength of National and
        LaFarge,  Registrant  believes  that  it  is  remote  there  will be a
        material effect on the Company.

                                       - 7 - 
 



        MANAGEMENT'S ANALYSIS OF FINANCIAL STATEMENTS
        ---------------------------------------------
        Results of Operations
        ---------------------
        Total revenues, including interest income, for the first six months of
        1996  were  $5,830,000 compared to $3,201,000 for the first six months
        of   1995.    The  increase  in  revenues  during  1996  is  primarily
        attributable  to increased livestock revenue that was partially offset
        by  reduced  farming  revenues  and  lower interest income.  Livestock
        revenues  increased  when compared to 1995 due to 7,246 head of cattle
        being  sold  during  1996  compared to 1,271 head of cattle during the
        same  period  in  1995.   This large variation in the number of cattle
        sold is due to the decision during the second quarter of 1995 to delay
        the  sale  of  stocker cattle until the fall of 1995 due to low market
        prices.    Registrant  continues  to  hedge  the future sales price of
        stocker  cattle  using  commodity  contracts.   See Note D - Commodity
        Contracts  Used  to Hedge Price Fluctuations, for further information.
        Farming  revenues  have  declined  due to reduced farm management fees
        because  of  the  completion  of  the  sale of farmland by Laval Farms
        Limited  Partnership,  a  limited partnership whose farming operations
        were managed by Registrant.  Interest income declined primarily due to
        fewer funds being available for investment.

        Operating activities during the first six months of 1996 resulted in a
        net  loss  of  $307,000,  or $.02 per share, compared to a net loss of
        $1,070,000,  or  $.08  per  share,  for  the same period in 1995.  The
        decrease  in  the  net  loss  when compared to 1995 is due to improved
        revenues  as  described  above, and a reduction in farming and general
        and administrative expenses.  These favorable variances were partially
        offset  by  an  increase  in livestock cost of sales.  The decrease in
        farming  expenses  when compared to the same period of 1995 was due to
        the  $400,000  ($240,000,  or  $.02  per  share,  after tax) charge to
        earnings  in  1995  due  to  almond  trees being destroyed in a winter
        storm.   For further information related to the destroyed almond trees
        p l e a se  refer  to  Registrant's  1995  Form  10-K.    General  and
        administrative  expenses  have declined due to a reduction in staffing
        costs  related  to the timing of hiring a new chief executive officer.
        The  increase  in  livestock  cost  of  sales is related to the higher
        number of cattle sold during 1996 as compared to 1995.

        Total revenues for the second quarter, including interest income, were
        $4,312,000 compared to $1,792,000 for the second quarter of 1995.  The
        increase  in  second  quarter  revenues is due to the timing of cattle
        sales as described above.

        During  the  second  quarter  of  1996  Registrant  had  net income of
        $58,000,  or  $.00  per share, compared to a loss of $409,000, or $.03
        per share, for the same period of 1995.  The improvement in net income
        compared  to  1995  is  due  to increased revenues as described above.
        These  revenues  were  partially offset by higher cost of sales within
        the  livestock  division.    Livestock cost of sales are higher due to
        more cattle being sold during  the second quarter of 1996.

                                        - 8 - 
 



        Registrant  continues  to be concerned that cattle prices will stay at
        lower  levels  due  to  high cattle inventories and high grain prices.
        Registrant  does  not  expect  an  improved  cattle  market during the
        balance of 1996.

        Based on industry estimates it appears that the California almond crop
        will  be approximately 520 million pounds.  Based on this estimate and
        low  inventory levels due to the small 1995 almond crop, the price per
        pound  for  almonds  could  again  be  over  $2.00  as it was in 1995.
        Harvest  for  Registrant's  crops  will  begin  during August.  All of
        Registrant's  crops appear to be doing very well with the exception of
        certain  grape  varieties,  which  may be slightly below expectations.
        Actual   production  numbers  will  not  be  known  until  harvest  is
        completed.  Although Registrant and others find it necessary from time
        to time to make  the  statements  above  as  to  projections  of future
        yields and prices, such projections are subject to many uncertainties,
        by necessity are made on the basis of only limited information and are
        subject to factors beyond the control of Registrant, such as weather 
        and market forces.  No assurance can be given any such projections will
        turn out to be accurate. 

        Registrant is involved in various environmental proceedings related to
        leased acreage.  For a further discussion refer to Registrant's 1995
        Form 10-K, Part I, Item  3,  - "Legal Proceedings".  There have been
        no changes since the filing of the 1995 Form 10-K.

        Prices received by Registrant for many of its products are dependent 
        upon prevailing market conditions and commodity prices.  Therefore, 
        Registrant is unable to accurately predict revenue, just as it cannot
        pass on any cost increases caused by general inflation, except to the
        extent reflected in market conditions and commodity prices.  The  
        operations of the Registrant are seasonal and results of operations
        cannot be predicted based on quarterly results.   

       Liquidity and Capital Resources
       -------------------------------
       Cash and marketable securities on June 30, 1996 were $20.2 million 
       compared to $20.3 million on December 31, 1995.  Working capital on 
       June 30, 1996 was $23.7 million compared to $24.8 million on December
       31, 1995.  The decrease in working capital at June 30, 1996 as compared 
       to December 31, 1995 is primarily due to property and equipment 
       expenditures and the payment of dividends.

       Cash provided from operations and cash and short-term investments on 
       hand are expected to be sufficient to satisfy all anticipated working
       capital and capital expenditure needs in the near term.

       Impact of Accounting Change
       --------------------------- 
       None

                                        - 9 - 
 



        PART II - OTHER INFORMATION
        ---------------------------
        Item 1.            Legal Proceedings
        ------------------------------------
        Not Applicable

        Item 2.            Changes in Securities
        ----------------------------------------
        Not Applicable

        Item 3.            Defaults upon Senior Securities
        --------------------------------------------------
        Not Applicable

        Item 4.            Submission of Matters to a Vote of Security Holders
        ----------------------------------------------------------------------
        Not Applicable

        Item 5.            Other Information
        ------------------------------------
        None

        Item 6.            Exhibits and Reports on Form 8-K
        ---------------------------------------------------
        (a)  Exhibits - None
        (b)  Reports  - None

                                        - 10 - 
 



                                      SIGNATURES

        Pursuant  to  the  requirements  of the Securities and Exchange Act of
        1934,  Registrant  has  duly  caused  this  report to be signed on its
        behalf by the undersigned thereunto duly authorized.



                                           TEJON  RANCH  CO.                 
                                           (Registrant)



        -------------------                BY______________________________  
        Date                                 Allen E. Lyda
                                             Vice President, Finance
                                             & Treasurer  















                                       - 11 -
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET, INCOME STATEMENT, AND FOOTNOTES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1996 JUN-30-1996 102 20,139 1,155 0 4,030 26,256 29,581 (14,065) 43,243 2,561 0 0 0 6,341 29,922 43,243 5,830 5,830 5,175 5,175 1,062 0 104 (511) (204) (307) 0 0 0 (307) (.02) (.02)