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    September 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
                  -----------------                  ----------------------
                  September 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 September 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     NINE MONTHS ENDED
                                        September 30           September 30 
                                     ------------------     -----------------
                                     1996         1995        1996      1995 
                                     ----         ----        ----      ----
     Revenues:                     
          Livestock                $ 1,022      $ 4,601     $ 4,840   $ 5,644
          Farming                    3,765        3,035       3,839     3,206
          Oil and Minerals             353          425         972     1,007
          Commercial and Land Use      372          335       1,044     1,028
          Interest Income              312          320         959     1,032
                                     -----        -----      ------    ------   
                                     5,824        8,716      11,654    11,917

     Costs and Expenses:
          Livestock                    952        3,888       4,229     5,323
          Farming                    2,145        1,665       2,892     2,790
          Oil and Minerals              43           38         126        90
          Commercial and Land Use      430          793       1,498     1,843
          Corporate Expense            646          543       1,708     1,684
          Interest Expense              78          171         182       353
                                     -----        -----      ------    ------
                                     4,294        7,098      10,635    12,083
                                     -----        -----      ------    ------
     Operating Income (Loss)         1,530        1,617       1,019      (166) 

     Income Tax Expense (Benefit)      611          648         407       (66)
                                     -----        -----      ------    ------
     Net Income (Loss)             $   919      $   970     $   612   $  (100)  
                                     =====       ======      ======    ======


     Earnings (Loss) Per Share     $   .07      $   .08     $   .05   $  (.01) 
     Cash Dividends Paid 
       Per Share                   $   --       $   --      $  .025   $  .025


     See Notes to Consolidated Condensed Financial Statements.


                                        - 2 - 
 



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

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

          Cash and Cash Equivalents         $     123               $      44
          Short-term Investments               20,140                  20,257
          Accounts & Notes Receivable           4,615                   4,487
          Inventories:
            Cattle                              2,081                   2,672
            Farming                             1,989                      -- 
            Other                                 117                     155
          Prepaid Expenses and Other            1,153                   1,063
          Total Current Assets                 30,218                  28,678

        PROPERTY AND EQUIPMENT-NET             15,663                  15,073

        OTHER ASSETS                            1,504                   1,452

        TOTAL ASSETS                        $  47,385               $  45,203

        LIABILITIES AND STOCKHOLDERS' EQUITY

        CURRENT LIABILITIES

          Trade Accounts Payable            $     562               $     932
          Other Accrued Liabilities               263                     343
          Other Current Liabilities             4,876                   2,619
          Total Current Liabilities             5,701                   3,894

        LONG-TERM DEBT                          1,800                   1,800 

        DEFERRED CREDITS                        2,652                   2,540
          Total Liabilities                    10,153                   8,234

        STOCKHOLDERS' EQUITY

          Common Stock                          6,341                   6,341
          Additional Paid-In Capital              387                     387
          Retained Earnings                    30,496                  30,202
          Marketable Securities -
            Unrealized Gains, Net                   8                      39 
          Total Stockholders' Equity           37,232                  36,969

        TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY              $  47,385               $  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.

                                        - 3 - 
 

                           TEJON RANCH CO. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                                    (In thousands)
                                      (Unaudited)
                                                           NINE MONTHS ENDED
                                                             September 30    
                                                            ---------------   
                                                            1996        1995
                                                            ----        ----
         OPERATING ACTIVITIES                               
          Net Income                                    $     612     $  (100)
          Items Not Affecting Cash:
            Depreciation and Amortization                     889         756
            Decrease Income Taxes                             134         (89)
            Gain on Sale of Investments                       -0-           6
            
          Changes in Operating Assets and 
            Liabilities:
              Receivables, Inventories and 
                Other Assets, Net                          (1,579)     (3,256)
              Current Liabilities, Net                        394      (1,241)

        NET CASH PROVIDED (USED) BY             
          OPERATING ACTIVITIES                                450      (3,924)

        INVESTING ACTIVITIES
          Maturities and Sales of Marketable 
            Securities                                      6,767       5,816
          Funds Invested in Marketable
            Securities                                     (6,703)     (2,079)
          Property and Equipment
            Expenditures                                   (1,424)     (2,274)
          Net Change in Breeding Herds                        (81)        (64)
          Other                                               (26)        (46)

        NET CASH (USED IN) PROVIDED BY 
          INVESTING ACTIVITIES                             (1,467)      1,353 

        FINANCING ACTIVITIES
          Proceeds From Revolving Line of Credit            9,803       7,610 
          Payments of Revolving Line of Credit             (8,390)     (4,555)
          Decrease in Long-Term Debt                          -0-        (200)
          Cash Dividend Paid                                 (317)       (317)
        NET CASH PROVIDED BY FINANCING
          ACTIVITIES                                        1,096       2,538

        INCREASE (DECREASE) IN CASH AND 
          CASH EQUIVALENTS                                     79         (33)
        Cash and Cash Equivalents at
          Beginning of Year                                    44          68

        CASH AND CASH EQUIVALENTS AT
          END OF PERIOD                                 $     123     $    35

        See Notes to Consolidated Condensed Financial Statements.

                                        - 4 - 
 



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

        September 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
        quarter.

        For 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
        common shares outstanding during the period.  Common shares
        outstanding for the three month and nine month periods ended September
        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, 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 September 30, 1996 and 1995 were 12,683,670 and
        12,685,198 respectively.  Fully diluted common shares outstanding for
        the nine month period ended September 30, 1996 and 1995 were
        12,684,042 and 12,683,946 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-
        sale per Statement of Financial Accounting Standard No. 115,
        Accounting for Certain Investments in Debt and Equity Securities, and
        therefore is required to adjust securities to fair value at each
        reporting date.  

                                        - 5 - 
 



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

Marketable securities:
(in thousands)
  U.S. Treasury and                
   agency notes          $13,314       $13,332       $14,868       $14,869      
  Corporate notes          6,813         6,808         5,323         5,388      
                          ------        ------        ------        ------
                         $20,127       $20,140       $20,191       $20,257      

As of September 30, 1996, the cumulative fair value adjustment is a $13,000
unrealized gain.  The cumulative fair value adjustment to stockholders'
equity, net of a deferred tax of $5,000, is an unrealized gain of $8,000.
Registrant's gross unrealized holding gains equal $183,000, while gross
unrealized holding losses equal $170,000.  On September 30, 1996, the average
maturity of U.S.  Treasury and agency securities was 1.2 years and corporate
notes was 1.7 years.  Currently, Registrant has no securities with a remaining
term to maturity 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 DERIVATIVES 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 to hedge the price of cattle.  Registrant also hedges to protect
against fluctuations in feed cost by using the corn futures and options
markets.  Feed costs are hedged in order to protect against large pricing
increases in feed costs.  Registrant continually monitors any open futures and
options contracts to determine the appropriate hedge based on market movement 
of the underlying asset.  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 future contracts

                                        - 6 - 
 



reduce profits.  Any payments received and paid related to options contracts
are deferred in and reflected as an asset on the balance sheet in prepaid 
expenses until contracts are closed or expire.  There were no outstanding
option contracts at September 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 gains are
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 September 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           20       Oct. 96     $   633     $  (644)       $(11) 
 
                      10       Jan. 97         302        (328)        (26)  

                      15       Apr. 97         466        (487)        (21)  

                      20       May. 97         645        (650)         (5)
  
Estimated fair value at settlement is based upon quoted market prices at
September 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 on the leased acreage.  National, LaFarge Corporation (the parent
company of the previous operator) and Registrant have been ordered to clean
up and abate certain hazardous waste sites on the leased premises.  Under
existing lease agreements, National or LaFarge is required to indemnify 
Registrant for costs and liabilities incurred in connection with the cleanup
order depending on when the release of hazardous waste occurred.  Due to the
financial strength of National and LaFarge, Registrant believes that it is
remote there will be a material effect on Registrant.  

Registrant leases land to TA Operating Corporation, dba Truckstops of America
("TA") for the purpose of operating a truck stop at an exit off of Interstate
5.  Registrant has recently learned that a Notice of Violation was issued to
TA by the California Regional Water Quality Control Board with respect to two
sites on the leased land alleged to contain high concentrations of total
petroleum hydrocarbons, including diesel fuel.  Although Registrant has not
been notified by the Water Board that it is also a responsible party, the
Board has taken the position in the past that owners of leased property are
responsible for releases of polluting materials by their tenants and 
Registrant may be designated as a responsible party in the future.  Under

                                       - 7 - 
 



existing lease agreements, TA is obligated to restore the land to a clean
condition and to indemnify Registrant for its losses and expenses incurred in 
connection with any cleanup order.  Under an existing guaranty,
BP Exploration & Oil Inc., as the successor of the Standard Oil Company of 
Ohio ("BP"), has guaranteed all of the obligations of TA under the lease.
Due to the financial strength of BP, Registrant believes that it is remote
there will be a material effect on Registrant.

MANAGEMENT'S ANALYSIS OF FINANCIAL STATEMENTS
- ---------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
Total revenues, including interest income, for the first nine months of 1996
were $11,654,000 compared to $11,917,000 for the first nine months of 1995.
The decrease in revenues during 1996 is primarily attributable to lower
livestock revenue that was partially offset by increased farming revenues.
Livestock  revenues decreased due to 4,721 fewer head of cattle being sold
during 1996 and to lower average weights on the cattle sold during 1996.  The
reduction in the number of head sold was caused by the timing of sales during
1996 and the sale of cattle in 1995 that were originally scheduled for sale in
1994.  Cattle weights were lower due to less forage on the ranch.  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 are higher due to 
the timing of crop harvests and the recording of crop revenues.  In 1996,
pistachio and French Colombard, Zinfandel, and Cabernet Sauvignon grape
harvests were completed during the third quarter whereas in 1995 only almond
and Zinfandel harvests were completed during the third quarter.  This 
resulted in $3,715,000 of crop revenue in 1996 compared to $2,953,000 of crop
revenue in 1995.  In addition to the timing of crop harvests, grape prices
are slightly higher thus far in 1996 than in 1995.  

Registrant's operations during the first nine months of 1996 resulted in net
income of $612,000, or $.05 per share, compared to a net loss of $100,000,
or $.01 per share, for the same period in 1995.  The increase in net income
when compared to 1995 is due to reductions in livestock and commercial/land
planning expenses.  These favorable expense variances were partially offset
by the decrease in revenues as described above.  The decrease in livestock
expense is primarily due to lower cost of sales of $1,265,000 on cattle sold
during 1996.  Cost of sales declined due to fewer cattle being sold and the
recognition of hedging gains as described in Note D - Commodity Contracts
Used to Hedge Price Fluctuations.  Commercial/land planning expenses have
decreased due to a reduction in consulting fees associated with planning and
entitlement activities.

Total revenues for the third quarter, including interest income, were
$5,824,000 compared to $8,716,000 for the third quarter of 1995.  The
decrease in revenue when compared to 1995 is due to a reduction in livestock
revenues that were partially offset by increased farming revenues.  Livestock
revenues decreased in 1996 due to 3,259 fewer head of cattle being sold
during the third quarter of 1996.  This large variation in the number of
cattle sold is due to the decision during the second quarter of 1995 to delay


                                        - 8 - 
 



the sale of stocker cattle until the fall of 1995 due to low market prices.
The increase in farming revenues is described above. 

During the third quarter of 1996 Registrant had net income of $919,000, or
$.07 per share, compared to net income of $970,000, or $.08 per share, for
the same period of 1995.  The decline in net income when compared to 1995 is
due to the decrease in revenues as described above.  The decline in revenues
was partially offset by reduced expenses as described above.  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 the 1996 harvest completed during October, it appears that the 
California almond crop will be approximately 520 to 550 million pounds.
Based on this estimate and the beginning 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.  The yields for all of Registrant's crops appear to
be within expectations with the exception of the almond crop which is coming 
in slightly below expectations.  However, any decline in almond production
appears to be offset by higher price levels.  

Although Registrant finds it necessary from time to time to make projections
of future yields and prices in connection with the operation of its business,
such projections above as to yields and prices 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 that any such projections will
turn out to be accurate. 

Registrant is involved in various environmental proceedings related to leased
acreage.  See Note E - Contingencies.  For a further discussion refer to
Registrant's 1995 Form 10-K, Part I, Item 3, - "Legal Proceedings".  The only
material change since the filing of the 1995 Form 10-K is that Registrant may
become involved in administrative or legal proceedings respecting the
contamination of the Truckstops of America leased premises, as described
above under Note E - Contingencies.

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 September 30, 1996 were $20.3 million
compared to $20.3 million on December 31, 1995.  Working capital on
September 30, 1996 was $24.5 million compared to $24.8 million on
December 31, 1995.  The decrease in working capital at September 30, 1996 as
compared to December 31, 1995 is primarily due to property and equipment
expenditures, which were partially offset by increased inventory levels.


                                         - 9 - 
 



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


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. 9-MOS DEC-31-1996 SEP-30-1996 123 20,140 4,615 0 4,187 30,218 29,919 (14,256) 47,385 5,701 0 0 0 6,341 30,883 47,385 11,654 11,654 8,745 8,745 1,708 0 182 1,019 407 612 0 0 0 612 .05 .05