As filed with the Securities and Exchange Commission on December 
14, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
			
(Amendment - 1) 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
Incorporation or 
Organization)
(I.R.S. Employer
Identification No.)
			
Post Office Box 1000
4436 Lebec Road
Lebec, California 93243
(805) 327-8481
(Address, Including Zip Code, and Telephone Number, Including 
Area Code, of Registrant's Principal Executive Offices)
			
TEJON RANCH CO.
1998 STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plans)
			
ROBERT A. STINE
TEJON RANCH CO.
P.O. Box 1000
Lebec, California 93243
(800) 248-6774 
(Name, Address, Including Zip Code, and Telephone Number, 
Including Area Code, of Agent for Service)
			

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered
Amount to be Registered (1)
Proposed Maximum Offering Price per Share(2)
Proposed Maximum Aggregate Offering Price(2)
Amount of Registration Fee
Common Stock
1,000,000
$19.8125 per share
$19,812,500
$5,508

This Registration Statement contains 4 sequentially numbered 
pages.  The Exhibit Index appears on sequentially numbered page 
3.





Item 8.		Exhibits.

5.  Opinion of Gibson, Dunn & Crutcher, LLP.

23.2 Consent of Gibson, Dunn &  Crutcher, LLP.







EXHIBIT INDEX
Exhibit No.

Description Sequentially Numbered Page



5. Opinion of Gibson, Dunn & Crutcher, LLP.       4

23.2 Consent of Gibson, Dunn & Crutcher, LLP.     *



* Included in Exhibit 5

December 6, 1998

EXHIBIT 5

(213) 229-7000	C 90001-00029
Tejon Ranch Co.
P.O. Box 1000
4436 Lebec Road
Lebec, CA 93243

Re:	Registration Statement on Form S-8


Gentlemen:

We have acted as counsel to Tejon Ranch Co., a Delaware 
corporation (the "Company"), in connection with the preparation 
of a Registration Statement on Form S-8 to be filed with the 
Securities and Exchange Commission (the "Registration Statement") 
with respect to the registration under the Securities Act of 
1933, as amended, of 800,000 shares of the Common Stock of the 
Company which have been reserved for issuance pursuant to the 
Company's 1998 Stock Incentive Plan and 200,000 shares of the 
Common Stock of the Company which have been reserved for issuance 
pursuant to the Company's Non-Employee Director Stock Incentive 
Plan.  The shares reserves for issuance pursuant to the two plans 
are referred to as the "Shares," and the two plans are referred 
to as the "Plans."

We have examined, among other things, the Company's 
Certificate of Incorporation, its Bylaws, the Plans, the related 
standard form agreements and an officer's certificate as to  
corporate proceedings taken by the Company in connection with the 
authorization, issuance and sale of the Shares pursuant to awards 
granted under the Plan.  Based on the foregoing and in reliance 
thereon, it is our opinion that the Shares, when issued pursuant 
to awards granted and exercised in accordance with the provisions 
of the Plans and related agreements, will be legally issued, 
fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit 
to the Registration Statement.

Very truly yours,

                                                                     
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP