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    March 31, 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

                    March 31, 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 March 31, 1996,
        were 12,682,244.

                                          
 



        PART I FINANCIAL INFORMATION

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

                                                       THREE MONTHS ENDED
                                                           March 31       
                                                       ------------------
                                                       1996         1995  
                                                       ----         ----
        Revenues:                                                         
          Livestock                                  $    549     $    328
          Farming                                          24          122
          Oil and Minerals                                281          263
          Commercial and Land Use                         336          326
          Interest Income                                 328          370    
                                                     --------     --------
                                                        1,518        1,409

        Costs and expenses:
          Livestock                                       697          598
          Farming                                         378          802
          Oil and Minerals                                 43           11
          Commercial and Land Use                         480          446
          Corporate Expenses                              476          575
          Interest Expense                                 50           79
                                                      -------     --------
                                                        2,124        2,511

        Operating Loss                                   (606)      (1,102)

        Income Tax Benefit                               (242)        (441)
                                                     --------     --------
        Net Loss                                     $   (364)    $   (661)
                                                     ========     ========
        Net Loss Per Share                           $   (.03)    $   (.05)



        See Notes to Consolidated Condensed Financial Statements.






                                           
 



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

                                        MARCH  31, 1996       DECEMBER 31, 1995*
                                        ---------------       ------------------
                                           (Unaudited)   
        ASSETS
        CURRENT ASSETS
          Cash and Cash Equivalents         $      78               $      44
          Marketable Securities                20,315                  20,257
          Accounts & Notes Receivable           1,036                   4,487
          Inventories:
            Cattle                              3,391                   2,672
            Farming                             1,042                      -- 
            Other                                  86                     155
          Prepaid Expenses and Other            1,414                   1,063
                                            ---------               ---------
          Total Current Assets                 27,362                  28,678

        PROPERTY AND EQUIPMENT-NET             15,273                  15,073

        OTHER ASSETS                            1,534                   1,452
                                            ---------               ---------
        TOTAL ASSETS                        $  44,169               $  45,203
                                            =========               =========
        LIABILITIES AND STOCKHOLDERS' EQUITY
        CURRENT LIABILITIES
          Trade Accounts Payable            $     848               $     932
          Other Accrued Liabilities               259                     343
          Other Current Liabilities             2,019                   2,619
                                            ---------               ---------
          Total Current Liabilities             3,126                   3,894
                                   
        LONG-TERM DEBT                          1,800                   1,800

        DEFERRED CREDITS                        2,657                   2,540
                                            ---------               ---------
          Total Liabilities                     7,583                   8,234

        STOCKHOLDERS' EQUITY
          Common Stock                          6,341                   6,341
          Additional Paid-In Capital              387                     387
          Retained Earnings                    29,838                  30,202
          Marketable Securities - 
            Unrealized Gains (Losses), Net         20                      39 
                                            ---------               ---------
          Total Stockholders' Equity           36,586                  36,969
                                            ---------               ---------
        TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY              $  44,169               $  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)
                                                           THREE MONTHS ENDED
                                                                 March 31     
                                                           ------------------
                                                            1996        1995  
        OPERATING ACTIVITIES                             -------      ------
          Net Loss                                      $    (364)    $  (661)
          Items Not Effecting Cash:
            Depreciation and Amortization                     269         238
            Deferred Income Taxes                             134         -0- 
            Gain on Sale of Investments                       -0-           2 
          Changes in Current Assets and 
            Liabilities:
              Receivables, Inventories and 
                Other Assets, Net                           1,408        (279)
              Current Liabilities, Net                       (689)     (1,337)
                                                         --------     -------   
        NET CASH PROVIDED BY (USED IN)
          OPERATING ACTIVITIES                                758      (2,037)

        INVESTING ACTIVITIES
          Maturities and Sales of Marketable 
            Securities                                      3,987       3,124
          Funds Invested in Marketable
            Securities                                     (4,081)       (518)
          Property and Equipment 
            Expenditures                                     (450)     (1,414)
          Net Change in Breeding Herds                       (104)         49 
          Other                                                 3           7 
                                                        ---------    --------
        NET CASH (USED IN) PROVIDED BY           
          INVESTING ACTIVITIES                               (645)      1,248 
                                                        ---------    --------
        FINANCING ACTIVITIES
          Proceeds From Revolving Line Of Credit            3,700       3,055
          Payments on Revolving Line of Credit             (3,779)     (1,855)
                                                        ---------    --------
        NET CASH (USED IN) PROVIDED BY
          FINANCING ACTIVITIES                                (79)      1,200
                                                        ---------    --------
        INCREASE IN CASH AND CASH       
          EQUIVALENTS                                          34         411 

        Cash and Cash Equivalents at
          Beginning of Year                                    44          68
                                                        ---------    --------
        CASH AND CASH EQUIVALENTS AT
          END OF PERIOD                                 $      78     $   479
                                                        =========    ========
        See Notes to Consolidated Condensed Financial Statements.
                                           
 



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

        March 31, 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 fourth quarter.

        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 period ended March 31, 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  79,000  shares  are
        outstanding  at prices equal to the fair market value at date of grant
        (59,000  shares  at  $20.00  per  share,  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 March 31, 1996 and 1995
        were  12,683,094  and  12,682,763  respectively.    On  April 10, 1996
        Registrant  announced  that Robert A. Stine would become its President
        and  Chief  Executive  Officer, and effective May 1, 1996 an option to
        purchase 100,000 shares was granted to Mr. Stine at $17.875 per share,
        representing the fair market value of the shares on the date of grant.

        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.


                                          
 



        Marketable securities consist of the following at:
                                          
                                         March 31             December 31
                                           1996                  1995
                                     ----------------------------------------
                                              Estimated             Estimated
                                                Fair                   Fair
                                     Cost      Value       Cost       Value
                                     ----------------------------------------
 Marketable securities: (in thousands)
    U.S. Treasury and agency                  
      notes                        $14,402    $14,420     $14,868     $14,869   
                                                                         
    Corporate notes                  5,883      5,895       5,323       5,388
                                   -------    -------     -------     -------  
                                   $20,285    $20,315     $20,191     $20,257   
                                   ==========================================
                                                                   
 As  of  March 31, 1996, the cumulative fair value adjustment is a $30,000
 unrealized gain.    The cumulative fair value adjustment to stockholders'
 equity, net of a deferred tax expense of $10,000, is an unrealized gain of
 $20,000.  Registrant's gross unrealized holding gains equals $165,000, while
 gross unrealized holding losses equals $135,000.   On March 31, 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 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 derivatives 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 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 prepaid and 
 other current assets until contracts are closed or expire.  There were no 
                                   


 outstanding option contracts at March  31,  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 $225,000 of
 net gain is included in cattle inventory and will be recognized in cost of 
 sales expense at the time the hedged stocker cattle are sold.  

 The  following  table  identifies  the  futures contract amounts and option 
 contract costs outstanding at March 31, 1996 (in thousands, except No. of 
 Contracts):


 Cattle Hedging Activity                              Estimated 
 Commodity Future/Option                              Fair Value   Estimated
     Description                        Original          At          Gain
                          No.           Contract      Settlement   (Loss) at
                          Contracts   (Bought) Sold   (Buy) Sell   Settlement
 ----------------------------------------------------------------------------
 Corn futures bought    
  10,000 Bushels per    
  contract                   50         $  (163)       $   169        $ 6    


 Cattle futures sold 
  50,000 lbs. per       
  contract                  120           3,473         (3,376)        97    



 Estimated  fair  value at settlement is based upon quoted market prices at 
 March 31, 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, National and LaFarge are required to indemnify Registrant for costs
 and liabilities incurred in connection with the cleanup order.  Due to the 
 financial strength of National and LaFarge, Registrant believes that it is 
 remote  there will be a material effect on the Company.

 NOTE F - PAYMENT OF DIVIDEND
 ----------------------------
 On March 8, 1996, the Board of Directors voted to declare a cash dividend of 
 two and one-half cents ($0.025) per share.  The dividend will apply to 
 stockholders of record as of the close of business on May 15, 1996 with 
 payment to be made on June 17, 1996.





                                                 
 



 MANAGEMENT'S ANALYSIS OF QUARTERLY INCOME STATEMENTS
 ----------------------------------------------------
 Results of Operations
 ---------------------
 Total  revenues,  including  interest  income,  for  the  first quarter of 1996
 were $1,518,000  compared  to  $1,409,000 for the first quarter of 1995.  The 
 increase in revenues  during  1996  is  attributable  to  increases  in  
 livestock  revenues and commercial  and  land  use  revenues  that  were 
 partially offset by reduced farming revenues.  Livestock revenues increased 
 due to the sale of 731 head of cattle during 1996  compared  to  398  head of
 cattle in 1995 and to higher average weights on the cattle  sold  thus  far 
 in 1996.  The cattle sold during  the first quarter of 1996 were ranch raised 
 calves that normally would have been sold during 1995 but, due to low  prices
 and weights, the sales were postponed to 1996.  Commercial and land use 
 revenues have increased due to growth in the percentage rentals Registrant 
 receives.  With  respect  to  commercial  and  land use revenues, the 
 increase is due to higher traffic  volumes  at  highway interchanges which 
 favorably impacts percentage rents.  Farming  revenues  have  declined due to 
 reduced farm management fees as a result of the  completion  of  the  sale of
 Farmland  by  Laval  Farms  Partners,  a limited partnership whose farming 
 operations were managed by Registrant.  

 Operating  activities  during  the  first  quarter of 1995 resulted in a net 
 loss of $364,000,  or $.03 per share, compared to a net loss of $661,000, or
 $.05 per share, for the same period of 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 commercial and land 
 planning expenses.  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 please
 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.  Commercial and land use costs have 
 increased due to higher water storage costs and higher maintenance costs at  
 the  commercial interchanges along Interstate 5.

 Registrant continues to be concerned that cattle prices will stay at the 
 current low levels or even decrease further due to high cattle inventories 
 within the industry, high grain prices, and the potential in the near term for
 negative publicity related to the mad cow scare in England. Registrant does 
 not expect an improved cattle market until after 1996.

 Based on industry estimates it appears that the California almond crop will 
 not be as large as originally believed due to bad weather during the 
 pollination cycle.  Based on lower almond production figures the price per 
 pound for almonds could again be over $2.00 as it was in 1995.  Registrant's 
 crops, however, appear to be doing very well,  especially the almonds and 
 grapes.  It appears that Registrant's pistachio crop may be below expectations
 due to a lack of winter chilling hours. Although Registrant and others find it
 necessary from time to time to make business decisions based on 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  March 31, 1996 were $20.4 million 
 compared to $20.3 million on December 31, 1995.  Working capital on March 31, 
 1996 was $24.2 million compared to $24.8 million on December 31, 1995.  The 
 decrease in working capital at March 31, 1996 as compared to December 31, 1995
 is primarily due to property and equipment expenditures.

 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




                                                
 



                                  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     
















                                       
 

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. 3-MOS DEC-31-1996 MAR-31-1996 78 20,315 1,036 0 4,519 27,362 29,087 (13,814) 44,169 3,126 0 6,341 0 0 30,628 44,169 1,518 1,518 1,598 1,598 476 0 50 (606) (242) (364) 0 0 0 (364) (.03) (.03)