As filed  with  the  Securities  and  Exchange  Commission  on August 13, 1997
                          Registration No._______


                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                     __________________________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                   _____________________________________

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

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

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

                   Tejon Ranch Co. 1992 Stock Option Plan
                          (Full title of the plan)

                              ROBERT A. STINE
                              TEJON RANCH CO.
                               P.O. Box 1000
                          Lebec, California 93243
                  (Name and address of agent for service)
                               (805) 248-6774

                      CALCULATION OF REGISTRATION FEE

         Title of      Amount      Proposed     Proposed
        securities      to be      maximum       maximum     Amount of
          to be      registered   aggregate     aggregate   registration
        registered                 offering     offering       fee
                                   price per      price   
                                   share  
       Common Stock  230,000(1)   22.625(2)   5,203.750(2)   1,576.90



     This Registration Statement contains six sequentially numbered
     pages.  The Exhibit Index appears n sequentially numbered page 7.
                                         

               (1)  These shares of Common Stock are reserved for issuance
          pursuant to the Tejon Ranch Co. 1992 Stock Option Plan. 
          Pursuant to Rule 416(c), there is also being registered such
          number of additional shares which may become available for
          purchase pursuant to the foregoing Plan in the event of
          certain changes in the outstanding shares, including
          reorganizations, recapitalizations, stock splits, stock
          dividends and reverse stock splits.

               (2)  Estimated solely for the purpose of calculating the
          registration fee pursuant to Rule 457(h) and based on the
          average of the high and low prices of the Common Stock of
          Tejon Ranch Co. on the American Stock Exchange on August 13,
          1997 of $22.625.


     Item 1.  Omitted pursuant to Form S-8.

     Item 2.  Omitted pursuant to Form S-8.

     Item3.   Incorporation of Documents by Reference.

          The following documents of Tejon Ranch Co., a Delaware
     corporation (the "Company"), previously filed with the Securities
     and Exchange Commission, are hereby incorporated by reference in
     this Registration Statement.  

                (i)  The Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1996;

               (ii)  The Company's Quarterly Reports on Form 10-Q for
          the quarters ended March 31, 1997 and June 30, 1997;

              (iii)  The description of the Company's Common Stock
          contained in the registration statement filed under
          Section 12 of the Securities Exchange Act of 1934, including
          any amendment or report filed for the purpose of updating
          such description.

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
     of 1934, as amended, prior to the filing of a post-effective
     amendment which indicates that all securities offered hereunder
     have been sold or which deregisters all securities then remaining
     unsold, shall be deemed to be incorporated by reference in this
     Registration Statement and to be part hereof from the date of
     filing of such documents.  

     Item 4.   Description of Securities.
               Not applicable.

     Item 5.   Interests of Named Experts and Counsel.  
               None.  

     Item 6.   Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of Delaware
     empowers a corporation to indemnify any person who was or is a
     party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative, by reason of the fact
     that he or she is a director, officer, employee or agent of the
     corporation or is or was serving at the request of the
     corporation as director, officer, employee or agent of another
     corporation or enterprise.  Depending on the character of the
     proceeding, a corporation may indemnify against expenses
     (including attorneys' fees), judgments, fines and amounts paid in
     settlement actually and reasonably incurred in connection with
     such action, suit or proceeding if the person identified acted in
     good faith and in a manner he or she reasonably believed to be in
     or not opposed to the best interest of the corporation and, with
     respect to any criminal action or proceeding, had no cause to
     believe his or her conduct was unlawful.  In the case of an
     action by or in the right of the corporation, no indemnification
     may be made in respect to any claim, issue or matter as to which
     such person shall have been adjudged to be liable to the
     corporation unless and only to the extent that a Court of

                                          2


     Chancery or the court in which such action or suit was brought
     shall determine that, despite the adjudication of liability, such
     person is fairly and reasonably entitled to indemnity for such
     expenses which the court shall deem proper.  Section 145 further
     provides that to the extent that a director or officer of a
     corporation has been successful in the defense of any action,
     suit or proceeding referred to above or in the defense of any
     claim, issue or matter herein, he or she shall be indemnified
     against expenses (including attorneys' fees) actually and
     reasonably incurred by him or her in connection therewith.

          The Certificate of Incorporation of the Company provides, in
     effect that, the Registrant shall indemnify the persons referred
     to in Section 145 of the Delaware General Corporation law to the
     full extent permitted by law, which would include, but not
     necessarily be limited to, the extent permitted by said
     Section 145.  The Company has also entered in agreement with its
     officers and directors to provide in effect the indemnification
     that is authorized by Section 145 of the Delaware General
     Corporation law and the Company's Certificate of Incorporation.

          The Certificate of Incorporation of the Company also
     provides that directors shall not be liable to the Company or its
     Stockholders for monetary damages for breach of fiduciary duty as
     a director to the extent that exemption from liability or
     limitation of liability is not permitted under the Delaware
     General Corporation law.  Under Section 102(7) of the Delaware
     General Corporation law, a corporation may relieve its directors
     from personal liability to such corporation or its stockholders
     for monetary damage for any breach of their fiduciary duty as
     directors except (i) for any breach of the duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not
     in good faith or which involve intentional misconduct or knowing
     violation of law, (iii) for willful or negligent violations of
     certain provisions of the Delaware General Corporation law
     imposing requirements with respect to stock purchases,
     redemptions and dividends or (iv) any transaction from which the
     director derived an improper personal benefit.

     Item 7.   Exemption from Registration Claimed.

               Not Applicable.

     Item 8.   Exhibits.

                4.1 1992 Tejon Ranch Co. Stock Option Plan.*

                4.2 Form of Stock Option Agreement.

                4.3 Restated Certificate of Incorporation of the Company.**

                4.4 Restated Bylaws of Company.***

                5.  Opinion of Counsel.

               24.1 Consent of Ernst & Young LLP.

               24.2 Consent of Counsel.

               25.1 Power of Attorney (contained on the signature page of
               this Registration Statement).

                           *  This document, filed with the Securities Exchange
               Commission in Washington, D.C. as Annex A to the Proxy
               Statement for the Company's Annual Meeting of

                                          3


               Stockholders for 1993, is incorporated herein by
               reference.
 
                     **  This document, filed with the Securities Exchange
               Commission in Washington, D.C. as Appendix B to the
               Company's Registration Statement No. 33-12879 filed on
               March 25, 1987, is incorporated herein by reference.

                    ***  This document, filed with the Securities and Exchange
               Commission in Washington, D.C. is Appendix C to the
               Company's Registration Statement No. 33-12879 filed on
               March 25, 1987.

     Item 9.   Undertakings.

               1.   The undersigned Registrant hereby undertakes:

                 (i)     To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement 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.

                (ii)     That, for the purpose of determining any
     liability under the Securities Act of 1933, 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.

               (iii)     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.

               2.   The undersigned Registrant hereby undertakes that,
     for purposes of determining any liability under the Securities
     Act of 1933, each filing of the Company's annual report pursuant
     to Section 13(a) or Section 15(d) of the Securities Exchange Act
     of 1934 (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by
     reference in the Registration Statement 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.   Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the Company pursuant to the
     foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
     director, officer or controlling person of the Company 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 Company will, unless in

                                          4

     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.  


                                          5

                                 SIGNATURES
          Pursuant to the requirements of the Securities Act of 1933,
     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 Lebec, California, on this 12 th day of August,
     1997.
                                   TEJON RANCH CO.
                                   By:   /s/ Robert A. Stine   
                                         Robert A. Stine, 
                                         President and 
                                         Chief Executive Officer


                             POWER OF ATTORNEY

          Each person whose signature appears below constitutes and
     appoints Robert A. Stine, Matt J. Echeverria and Dennis Mullins
     his or her true and lawful attorneys-in-fact and agents, each
     acting alone, with full powers of substitution and
     resubstitution, for him or her and in his or her name, place and
     stead, in any and all capacities, to sign any and all amendments
     (including post-effective amendments) 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 attorneys-in-fact and
     agents, each acting alone, full powers and authority to do and
     perform each and every act and thing requisite and necessary to
     be done in and about the premises, as fully to all intents and
     purposes as he or she might, or could do in person, hereby
     ratifying and confirming all that said attorneys-in-fact and
     agents, each acting alone, or his substitute or substitutes may
     lawfully do or cause to be done by virtue hereof.


                                          6


          Pursuant to the requirements of the Securities Act of 1933,
     this Registration Statement has been signed by the following
     persons in the capacities and on the dates indicated.


                                 President, Director
                                 and Chief Executive     August __, 1997
          Robert A. Stine        Officer

                                 Vice President -
                                 Finance and Chief
                                 Financial Officer       August __, 1997
          Allen E. Lyda          (Principal Financial
                                 and Principal
                                 Accounting Officer)


          Donald Haskell         Director                August __, 1997
          


          Otis Booth, Jr.        Director                August __, 1997
          

                                         
          Craig Cadwalader       Director                 August __, 1997
          

          Dan T. Daniels         Director                 August __, 1997
                                 

          Rayburn S. Dezember    Director                 August __, 1997


          Robert F. Erburu       Director                 August __, 1997


          Clayton W. Frye, Jr.   Director                 August __, 1997


          Raymond L. Watson      Director                 August __, 1997


          Phillip L. Williams    Director                 August __, 1997


                                          7


                               EXHIBIT INDEX

                                                             Sequentially 
           Exhibit No.                 Exhibit               Numbered Page
               4.1       1992 Tejon Ranch Co. Stock Option
                         Plan.                                     *
               4.2       Form of Stock Option Agreement.
               4.3       Restated Certificate of
                         Incorporation of Company.                 *
               4.4       Restated By-laws of Company.              *
                5.       Opinion of Counsel
               24.1      Consent of Ernst & Young LLP.
               24.2      Consent of Counsel.                       **
               25.1      Power of Attorney.                  (contained on
                                                             the signature
                                                             page of this
                                                             Registration
                                                             Statement)

                           *  Incorporated herein by reference.

                          **  Included in Exhibit 5.

                                    9



                 EXHIBIT 4.2
                                   TEJON RANCH CO.
                                STOCK OPTION AGREEMENT
                                   PURSUANT TO THE
                          1992 EMPLOYEE STOCK INCENTIVE PLAN

               This Incentive Stock Option Agreement ("Agreement") is made
          and entered into as of the Date of Grant indicated below by and
          between Tejon Ranch Co., a Delaware corporation (the "Company"),
          and the person named below as Optionee.

               WHEREAS, Optionee is an employee, officer or director of the
          Company and/or one or more of its subsidiaries;

               WHEREAS, pursuant to the Company's 1992 Employee Stock
          Incentive Plan (the "1992 Plan"), the Compensation Committee of
          the Board of Directors of the Company administering the 1992 Plan
          (the "Committee") approved the grant to Optionee of an option to
          purchase shares of the Common Stock, par value $.50 per share, of
          the Company (the "Common Stock"), on the terms and conditions set
          forth in a Stock Option Agreement entered into by Optionee and
          the Company as of the Date of Grant;

               NOW, THEREFORE, in consideration of the foregoing recitals
          and the covenants set forth herein, the parties hereto hereby
          amend and restate their agreement as so amended:

               1.   Grant of Option; Certain Terms and Conditions.  The
          Company hereby grants to Optionee, and Optionee hereby accepts,
          as of the Date of Grant indicated below, an option (the "Option")
          to purchase the number of shares of Common Stock indicated below
          (the "Option Shares") at the Exercise Price per share indicated
          below.  The Option shall become exercisable on and after the
          Vesting Dates indicated below as to the number of shares
          indicated with respect to each such Vesting Date, except as
          otherwise provided in Section 3.  The Option shall expire at
          5:00 p.m., Los Angeles, California time, on the Expiration Date
          indicated below and shall be subject to all of the terms and
          conditions set forth in this Agreement.

          Optionee:
          Date of Grant:
          Number of shares purchasable:
          Exercise Price per share:
          Expiration Date:
          Vesting Dates:

               2.   Incentive Stock Option; Internal Revenue Code
          Requirements.  The Option is intended to qualify as an incentive
          stock option under Section 422 of the Internal Revenue Code (the
          "Code") except to the extent that the aggregate Fair Market Value
          (determined as of the Date of Grant) of the shares of Common
          Stock with respect to which the Option is exercisable for the
          first time by Optionee during any calendar year (under the 1992
          Plan and all other stock option plans of the Company and its
          subsidiaries) exceeds $100,000.  Such excess shares are intended
          to be treated as shares issued pursuant to an Option that is not
          an incentive stock option described in Section 422 of the Code,
          in accordance with Section 422(d) of the Code.  The number of
          such excess shares as to which this option is not intended to be
          treated as an incentive option is ______.

               The "Fair Market Value" of a share of Common Stock or other
          security on any day shall be equal to the last sale price,
          regular way, per share or unit of such other security on such day
          or, in case no such sale takes place on such day, the average of
          the closing bid and asked prices, regular way, in either case as
          reported in the principal consolidated transaction reporting
          system with respect to securities listed or admitted to trading
          on the American Stock Exchange or, if the shares of Common Stock
          or such other security are not listed or admitted to trading on
          the American Stock Exchange, as reported in the principal
          consolidated transaction reporting system with respect to
          securities listed on the principal national securities exchange
          on which the shares of Common Stock or such other security are
          listed or admitted to trading or, if the shares of Common Stock
          or such other securities are not listed or admitted to trading on
          any national securities exchange, the last quoted price or, if
          not so quoted, the average of the high bid and low asked prices
          in the over-the-counter market as reported by the National
          Association of Securities Dealers, Inc. Automated Quotations
          System or such other system then in use or, if on any such date
          the shares of Common Stock or such other security are not quoted
          by any such organization, the average of the closing bid and
          asked prices as furnished by a professional market maker making a
          market in shares of Common Stock or such other security selected
          by the Board of Directors.

               3.   Acceleration and Termination of Option.

                    (a)  Termination of Employment.

                         (i)  Definition of Termination.  In the event that
          Optionee shall cease to be an employee of the Company or any of
          its subsidiaries voluntarily or involuntarily or for any reason
          whatever, such event is referred to in this Agreement as a
          "Termination" of Optionee's "Employment."

                         (ii) Normal Termination.  If Optionee's Employment
          is Terminated for any reason other than those enumerated in this
          Section 3(a)(ii), then the Option shall terminate three (3)
          months from the date of such Termination of Employment but in no
          event later than the Expiration Date.  During such three month
          period, the Option shall be exercisable only if the date of
          Termination of Employment is after the ninth anniversary of the
          Date of Grant.

                         (iii)     Death or Permanent Disability.  In the
          event of a Termination of Optionee's Employment by reason of the

                                          2

          death of Permanent Disability (as hereinafter defined) of
          Optionee, the Option shall terminate on the first anniversary of
          the date of such Termination of Employment or the Expiration
          Date, whichever is earlier.

               "Permanent Disability" shall mean the inability to engage in
          any substantial gainful activity by reason of any medically
          determinable physical or mental impairment which can be expected
          to result in death or which has lasted or can be expected to last
          for a continuous period of not less than twelve (12) months.  The
          Optionee shall not be deemed to have a Permanent Disability
          unless proof of the existence thereof shall have been furnished
          to the Committee in such form and manner, and at such times, as
          the Committee may require.  Any determination by the Committee
          that Optionee does or does not have a Permanent Disability shall
          be final and binding upon the Company and Optionee.

                    (b)  Death or Permanent Disability Following
          Termination of Employment.  Notwithstanding anything to the
          contrary in this Agreement, if Optionee shall die or suffer a
          Permanent Disability at any time after the Termination of his or
          her Employment and prior to the Expiration Date, then to the
          extent that the Option was exercisable on the date of such death
          or Permanent Disability the Option shall terminate on the earlier
          of the Expiration Date or the first anniversary of the date of
          such death.

                    (c)  Acceleration of Option Upon a Change of Control. 
          The Option shall become fully exercisable with respect to all
          Option Shares in the event of a Change of Control.  A "Change of
          Control" shall mean the first to occur of the following events:

                         (i)  a reorganization, merger or consolidation of
          the Company, the issuance or transfer of securities of the
          Company in one transaction or series of related transactions or
          any other transaction or series of related transactions in each
          case if and only if as a result of the transaction or
          transactions persons other than the shareholders immediately
          prior to such transaction or transactions shall own 80% or more
          of the voting securities of the Company or its successor after
          the transaction;


                         (ii) the sale or transfer by the Company of all or
          substantially all of its property and assets in a single
          transaction or series of related transactions; or

                         (iii)     the dissolution or liquidation of the
          Company.

                    (d)  Discretionary Acceleration.  The Committee, in its
          sole discretion, may accelerate the exercisability of the Option
          for any reason, including without limitation in the event of
          death or disablement of Optionee or termination of employment of
          Optionee by the Company other than for cause.

                                          3


                    (e)  Other Events Causing Termination of Option. 
          Notwithstanding anything to the contrary in this Agreement, the
          Option shall terminate in the event of the occurrence of an event
          referred to in clause (ii) or (iii) of paragraph (c) above or a
          merger or consolidation referred to in clause (i) of
          paragraph (c) above (a "Termination Event") (even if such
          Termination Event occurs after an event referred to in clause (i)
          of said paragraph (c) above which is not a Terminating Event)
          unless the terms of any such transaction constituting the
          Terminating Event otherwise provide.  Such termination shall
          occur on the 30th day following any such Terminating Event (or
          such later date as the Board of Directors or the Committee shall
          determine) unless the Board of Directors or the Committee
          (i) sets an earlier date which is at least ten days prior to the
          occurrence of the Terminating Event, (ii) notifies the Optionee
          in writing at least ten days before the occurrence of the
          Terminating Event of the setting of such date and
          (iii) accelerates the exercisability of the Option to the extent
          it would otherwise be exercisable for any part of the thirty day
          period after such event pursuant to Section 1 or pursuant to
          paragraph (c) above so that, to such extent, the Option could be
          exercised for a period of at least ten days prior to the
          occurrence of the Terminating Event.  In such event where the
          requirements of clauses (i), (ii) and (iii) of the preceding
          sentence are met, the Option shall expire immediately upon the
          occurrence of the Terminating Event.

               4.   Adjustments.  In the event that the outstanding
          securities of the class then subject to the Option are increased,
          decreased or exchanged for or converted into cash, property
          and/or a different number or kind of securities, or cash,
          property and/or securities are distributed in respect of such
          outstanding securities, in either case as a result of a
          reorganization, merger, consolidation, recapitalization,
          reclassification, dividend (other than a cash dividend paid out
          of earned surplus) or other distribution, stock split, reverse
          stock split or the like, or in the event that substantially all
          of the property and assets of the Company are sold, then, the
          Committee shall make appropriate and proportionate adjustments in
          the number and type of shares or other securities or cash or
          other property that may thereafter be acquired upon the exercise
          of the Option; provided, however, that any such adjustments in
          the Option shall be made without changing the aggregate Exercise
          Price of the then unexercised portion of the Option.

               5.   Exercise.  The Option shall be exercisable during
          Optionee's lifetime only by Optionee or by his or her guardian or
          legal representative, and after Optionee's death only by the
          person or entity entitled to do so under Optionee's last will and
          testament or applicable intestate law.  The Option may only be
          exercised by the delivery to the Company of a written notice of
          such exercise pursuant to the notice procedures set forth in
          Section 7 hereof, which notice shall specify the number of Option
          Shares to be purchased (the "Purchased Shares") and the aggregate
          Exercise Price for such shares (the "Exercise Notice"), together

                                          4


          with payment in full of such aggregate Exercise Price as follows:

                    (a)  by the delivery to the Company of a certificate or
          certificates representing shares of Common Stock, duly endorsed
          or accompanied by a duly executed stock power, which delivery
          effectively transfers to the Company good and valid title to such
          shares, free and clear of any pledge, commitment, lien, claim or
          other encumbrance (such shares to be valued on the basis of the
          aggregate Fair Market Value thereof on the date of such
          exercise), provided that the Company is not then prohibited from
          purchasing or acquiring such shares of Common Stock; and/or

                    (b)  by reducing the number of shares of Common Stock
          to be issued and delivered to Optionee upon such exercise (such
          reduction to be valued on the basis of the aggregate Fair Market
          Value (determined on the date of such exercise) of the additional
          shares of Common Stock that would otherwise have been issued and
          delivered upon such exercise), provided that the Company is not
          then prohibited from purchasing or acquiring such shares of
          Common Stock.

               The balance of the Exercise Price not paid by an exchange of
          shares pursuant to (a) or (b) above shall be paid in cash or by a
          cashier's or certified bank check payable to the Company.

               The Optionee will be obligated to pay the Exercise Price in
          the manner contemplated by (a) and/or (b) above and will be
          permitted to pay the Exercise Price in cash only to the extent
          that it cannot be paid in the manner provided in (a) and (b)
          above.  Notwithstanding the foregoing, the Optionee shall be
          obligated to pay the Exercise Price in the manner contemplated by
          (a) above only to the extent that he or she owns shares of Common
          Stock beneficially, has the power to dispose of those shares and
          such disposition contemplated by (a) above would not constitute a
          "disqualifying disposition" of shares resulting in a loss of the
          special tax treatment afforded incentive stock options.

               6.   Payment of Withholding Taxes.

                    (a)  If the Company is obligated to withhold an amount
          on account of any federal, state or local tax imposed as a result
          of the exercise of the Option, including, without limitation, any
          federal, state or other income tax, or any F.I.C.A., state
          disability insurance tax or other employment tax, then Optionee
          shall, concurrently with such exercise, pay such amount (the
          "Withholding Liability") to the Company in cash or by a cashier's
          or certified bank check payable to the Company; provided,
          however, that, in the discretion of the Committee, the Optionee
          may, pursuant to an irrevocable election of Optionee (a
          "Withholding Election") made on or prior to the date of such
          exercise, instead pay all or any part of the Withholding
          Liability in the following manner:

                         (i)  by the delivery to the Company of a
          certificate or certificates representing shares of Common Stock,

                                          5

          duly endorsed or accompanied by a duly executed stock powers,
          which delivery effectively transfers to the Company good and
          valid title to such shares, free and clear of any pledge,
          commitment, lien, claim or other encumbrance (such shares to be
          valued on the basis of the aggregate Fair Market Value thereof on
          the date of such exercise), provided that the Company is not then
          prohibited from purchasing or acquiring such shares of Common
          Stock; and/or

                         (ii) by reducing the number of shares of Common
          Stock to be issued and delivered to Optionee upon such exercise
          (such reduction to be valued on the basis of the aggregate Fair
          Market Value (determined on the date of such exercise) of the
          additional shares of Common Stock that would otherwise have been
          issued and delivered upon such exercise), provided that the
          Company is not then prohibited from purchasing or acquiring such
          shares of Common Stock.

                    (b)  The Committee shall have sole discretion to
          approve or disapprove any Withholding Election and may adopt such
          rules and regulations as are consistent with and necessary to
          implement the foregoing.  The Committee may permit Optionee to
          make a Withholding Election to pay withholding taxes in excess of
          the minimum amount required by law, provided that the amount of
          withholding taxes so paid does not exceed the estimated total
          federal, state and local tax liability of Optionee attributable
          to such exercise.

               7.   Notices.  Any notice given to the Company shall be
          addressed to the Company at P.O. Box 1000, Lebec, California
          93243, Attention:  President, or at such other address as the
          Company may hereinafter designate in writing to Optionee.  Any
          notice given to Optionee shall be sent to the address set forth
          below Optionee's signature hereto, or at such other address as
          Optionee may hereafter designate in writing to the Company.  Any
          such notice shall be deemed duly given when delivered personally
          or five days after mailing by prepaid certified or registered
          mail return receipt requested.

               8.   Stock Exchange Requirements; Applicable Laws. 
          Notwithstanding anything to the contrary in this Agreement, no
          shares of stock issuable upon exercise of the Option, and no
          certificate representing all or any part of such shares, shall be
          purchased, issued or delivered if (a) such shares have not been
          admitted to listing upon official notice of issuance on each
          stock exchange upon which shares of that class are then listed or
          (b) in the opinion of counsel to the Company, such issuance or
          delivery would cause the Company to be in violation of or to
          incur liability under any federal, state or other securities law,
          or any requirement of any stock exchange listing agreement to
          which the Company is a party, or any other requirement of law or
          of any administrative or regulatory body having jurisdiction over
          the Company.

               9.   Restrictions on Transferability.

                                          6

                    (a)  Neither the Option nor any interest therein may be
          sold, assigned, conveyed, gifted, pledged, hypothecated or
          otherwise transferred in any manner other than by will or the
          laws of descent and distribution.

                    (b)  By accepting the Option, the Optionee for himself
          or herself and his or her transferees by will or the laws of
          descent and distribution, represent and agree that all shares of
          Common Stock purchased upon exercise of the Option will be
          acquired for investment and not with a view to the distribution
          thereof unless they have been registered under the Securities Act
          of 1933, and will otherwise be acquired, held and disposed of and
          held in accordance with the restrictions of said Act and the
          rules and regulations of the Securities and Exchange Commission
          thereunder, that the Company may instruct its transfer agent to
          restrict further transfer of said shares in its records except
          upon receipt of satisfactory evidence that such restrictions have
          been satisfied, that upon each exercise of any portion of the
          Option, the certificates evidencing the purchased shares shall
          bear an appropriate legend on the face thereof evidencing such
          restrictions, and that the person entitled to exercise the same
          shall furnish evidence satisfactory to the Company (including a
          written and signed representation) to the effect that the shares
          are being acquired subject to such restrictions.

               10.  1992 Plan.  The Option is granted pursuant to the 1992
          Plan, as in effect on the Date of Grant, and is subject to all
          the terms and conditions of the 1992 Plan, as the same may be
          amended from time to time; provided, however, that no such
          amendment shall deprive Optionee, without his or her consent, of
          the Option or of any of Optionee's rights under this Agreement.
          The interpretation and construction by the Committee of the 1992
          Plan, this Agreement, the Option and such rules and regulations 
          as may be adopted by the Committee for the purpose of
          administering the 1992 Plan shall be final and binding upon
          Optionee.  Until the Option shall expire, terminate or be
          exercised in full, the Company shall, upon written request
          therefor, send a copy of the 1992 Plan, in its then-current form,
          to Optionee or any other person or entity then entitled to
          exercise the Option.

               11.  Stockholder Rights.  No person or entity shall be
          entitled to vote, receive dividends or be deemed for any purpose
          the holder of any Option Shares until the Option shall have been
          duly exercised to purchase such Option Shares in accordance with
          the provisions of this Agreement and the Option Shares have been
          issued.

               12.  Employment Rights.  No provision of this Agreement or
          of the Option granted hereunder shall (a) confer upon Optionee
          any right to continue in the employ of the Company or any of its
          subsidiaries, (b) affect the right of the Company and each of its
          subsidiaries to terminate the employment of Optionee, with or
          without cause, or (c) confer upon Optionee any right to
          participate in any employee welfare or benefit plan or other

                                          7

          program of the Company or any of its subsidiaries other than the
          1992 Plan.  The Optionee hereby acknowledges and agrees that the
          Company and each of its subsidiaries may terminate the employment
          of Optionee at any time and for any reason, or for no reason,
          unless Optionee and the Company or such subsidiary are parties to
          a written employment agreement that expressly provides otherwise.

               13.  Effect on Other Agreement.  This Agreement supersedes
          the Stock Option Agreement between the Optionee and the Company
          previsouly entered into with respect to the Option and dated as
          of the Date of Grant.

               14.  Governing Law.  This Agreement and the Option granted
          hereunder shall be governed by and construed and enforced in
          accordance with the laws of the State of Delaware.

               IN WITNESS WHEREOF, the Company and Optionee have duly
          executed this Agreement as of the Date of Grant.

          TEJON RANCH CO.                 OPTIONEE
          By:
          ______________________________  ______________________________
               Name:                      Signature
               Title:                     ______________________________
                                          Street Address
                                          ______________________________
                                          City, State and Zip Code
                                          ______________________________
                                          Social Security Number

                                          8








          August 7, 1997




          (213) 229-7000                          

          Tejon Ranch Co.
          P.O. Box 1000
          Lebec, California 93243

                                   Re:  Form S-8 Registration Statement

          Dear Ladies and Gentlemen:

               We have acted as counsel for Tejon Ranch Co., a Delaware
          corporation (the "Company"), in connection with the registration
          by the Company of 230,000 shares of the Company's Common Stock,
          $1 par value (the "Shares"), on a Form S-8 Registration Statement
          (the "Registration Statement") under the Securities Act of 1933,
          as amended.

               On the basis of such investigation as we have deemed
          necessary, we are of the opinion that (i) the Shares have been
          duly authorized and (ii) when issued and sold in accordance with
          the terms of the Company's 1992 Stock Option Plan referred to in
          the Registration Statement, the Shares will be legally issued,
          fully paid and nonassessable.

               We hereby consent to the filing of this opinion as Exhibit 5
          to the Registration Statement.  In giving this consent, we do not
          admit that we are within the category of persons whose consent is
          required under Section 7 of the Securities Act of 1933, as
          amended, or the rules and regulations promulgated thereunder.


                                        Very truly yours,
                                        /s/ Gibson, Dunn & Crutcher LLP
                                        
                                        GIBSON, DUNN & CRUTCHER LLP



Exhibit 24.1

                     CONSENT OF ERNST & YOUNG, LLP.



     We consent to the incorporation by reference in the
Registration Statement (Form s-8, to be filed on or about August
13, 1997) of our report dated March 10, 1997 with respect to the
consolidated financial statements and schedules of Tejon Ranch
Co. included in its Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Securities and Exchange
Commission.



                                   /s/ERNST & YOUNG LLP


Los Angeles, California
August 13, 1997