FORM 10-K

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


   (Mark One)

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

                  For the fiscal year ended December 31, 1994

                                     OR

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

                  For the transition period from             to       
                      Commission File Number :  1-7183

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

                  Delaware                               77-0196136      
   (State or other jurisdiction         (IRS Employer Identification   of
   incorporation or organization)     Number)

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

   Registrant's telephone number, including area code:  (805) 327-8481

         Securities registered pursuant to Section 12(b) of the Act:

                                           Name of Each Exchange on
   Title of Each Class                       Which Registered      
   Common Stock                            American Stock Exchange

        Securities registered pursuant to Section 12 (g) of the Act:

                                    None

        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           

        Indicate  by  check  mark  if  disclosure  of  delinquent  filers
   pursuant  to  Item  405 of Regulation S-K (229.405 of this chapter) is
   not  contained  herein,  and  will  not  be  contained, to the best of
   Registrant's  knowledge, in definitive proxy or information statements





   incorporated  by  reference  in  Part  III  of  this  Form 10-K or any
   amendment to this Form 10-K. [X] 

        The aggregate market value of Registrant's Common Stock, $.50 par
   value per share, held by persons other than those who may be deemed to
   be affiliates of Registrant on March 7, 1995  was $80,785,894 based on
   the closing price on that date on the American Stock Exchange.

        The  number of Registrant's outstanding shares of Common Stock on
   March 7, 1995 was 12,682,244 shares.

   DOCUMENTS INCORPORATED BY REFERENCE:

        Portions  of  the  Proxy  Statement  for  the  Annual  Meeting of
   Stockholders  to be held on May 8, 1995, relating to the directors and
   executive  officers  of  Registrant are incorporated by reference into
   Part III.

                                                Total Pages -       83   
    
                                           Exhibit Index - Page     60   





                                   PART I

   Item 1. Business

        Registrant  owns  approximately  270,000 contiguous acres of land
   located in Kern and Los Angeles counties in the State of California on
   which it is engaged principally in production and sale of beef cattle,
   farming,  and  leasing of land for oil, gas and mineral production and
   commercial  purposes.    Registrant  is  also  engaged in planning the
   future  uses  of  its  lands.    In addition, Registrant is engaged in
   rendering farm management services, which involves property other than
   the 270,000 acres referred to above.

        The  following  table  shows  the revenues, operating profits and
   identifiable  assets of each of Registrant's industry segments for the
   last three years:





                FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
                      (Amounts in thousands of dollars)

                                      1994        1993       1992  
   Revenues (1)

   Livestock                      $   5,531   $   5,221   $  5,516 
   Farming                            6,880       9,459      5,615 
   Oil and Minerals                   1,296       1,358      1,211 
   Commercial and Land Use            1,736       1,840      1,946 
   Segment Revenues                  15,443      17,878     14,288 
   Interest Income                    1,439       1,591      2,275 
   Total Revenues                 $  16,882   $  19,469   $ 16,563 

   Operating Profits

   Livestock                      $     364   $     510   $    314 
   Farming                            1,925       4,211        980 
   Oil and Minerals                   1,208       1,239      1,152 
   Commercial and Land Use             (100)       (304)       534 
   Segment Profits (2)                3,397       5,656      2,980 
                                                        
   Interest Income                    1,439       1,591      2,275 
   Corporate Expense                 (2,212)     (2,233)    (2,106)
   Interest Expense                    (287)       (424)      (651)
   Operating Profits              $   2,337   $   4,590   $  2,498 

   Identifiable Segment
     Assets  (3)

   Livestock                      $   5,310   $   4,364   $  4,565 
   Farming                            7,347       8,000      6,944 
   Oil and Minerals                     179         187        163 
   Commercial and Land Use            2,226       1,699      1,684 
   Corporate                         29,858      32,861     32,373 

   Total Assets                   $  44,920   $  47,111   $ 45,729 
                                                                      
        (1)  Intersegment sales were insignificant.

        (2)  Segment   Profits  are  revenues  less  operating  expenses,
             excluding interest and corporate expenses.

        (3)  Identifiable  assets by segment include both assets directly
             identified  with  those operations and an allocable share of
             jointly-used  assets.  Corporate assets consist primarily of
             cash  and  cash  equivalents, refundable and deferred income
             taxes and buildings and improvements.





                                   - 4 -





   Livestock Operations

        Registrant  conducts  a  beef  cattle  range operation upon those
   portions  of its ranch which are not devoted to farming, commercial or
   other  purposes.    This range operation depends primarily upon forage
   from  natural  vegetation.    The  beef cattle activities include both
   commercial cow-calf operations (the maintenance of a cattle herd whose
   offspring  are  used  to replenish the herd, with excess numbers being
   sold  commercially) and the use of stocker cattle (cattle purchased at
   light  weights  for  growing  on  available  range forage before being
   resold).    At  December  31,  1994, Registrant's cattle herd numbered
   approximately  13,272  of which approximately 6,047 head were stockers
   and  the  remainder  were in the breeding herd.  At December 31, 1993,
   Registrant's  cattle  herd  numbered  approximately  11,976  of  which
   approximately 5,043 head were stockers.  Registrant's range cattle are
   sold primarily to stocker and feedlot operators.  As market conditions
   and  ranch  forage  conditions  warrant,  Registrant may, from time to
   time,  feed some of its cattle in commercial feedlots prior to sale of
   such cattle to packing houses.  Registrant sells a few cattle directly
   to  packing  houses  and  to other range operators.  As to the sale of
   cattle,  Registrant  is  in  direct  competition with other commercial
   cattle  operations  throughout the United States.  The prices received
   for  Registrant's  cattle  are  primarily dependent upon the commodity
   market's  perception of supply and demand at the time cattle are sold.
   In  an attempt to reduce the market risks of its livestock activities,
   Registrant  sometimes hedges future sales of cattle in the futures and
   options  markets  or  obtains fixed prices for future delivery through
   contracts with cattle buyers, feedlots, or packing houses.  Registrant
   also  operates  a horse breeding program consisting of the breeding of
   quality bloodline quarter horses, the sale of horses, and the boarding
   and training of horses.

        Forage  production  in 1994 proved disappointing due to less than
   normal  rainfall.   Registrant had to reduce forecasted stocker cattle
   purchases as a result of the loss in carrying capacity of Registrant's
   pastures.    This  hurt total income for 1994, as Registrant had fewer
   feeder  cattle to sell in late spring of 1994.  The beneficial side to
   this  reduction  in  early  year  stocker  numbers  was the ability to
   provide  plenty of forage for Registrant's commercial cow herd.  Heavy
   winter  rains  in  early  1995 should allow the Registrant to increase
   stocker cattle numbers during 1995 and wean an excellent calf crop.

        Registrant  continues to focus on improving the efficiency of its
   livestock  operations in an increasingly competitive marketplace.  The
   quarter  horse  program  will  continue  to  direct its efforts to the
   improvement  of  Registrant's  select  band  of breeding mares and the
   hosting  of  competitive  horse events to enhance the revenues of that
   operation.    A  new  membership program in conjunction with the horse
   shows  will  help  maximize the usage of the horse facility and expose
   Registrant's lands to a broader portion of the community.



                                   - 5 -





        The  much anticipated correction downward in the national  cattle
   market  occurred  in  late  spring of 1994.  Seven years of relatively
   good  cattle  prices resulted in the inevitable return to cattle over-
   production.  Total meat supplies of all types in 1994 surged to record
   levels,  and  with  the  cyclical  increase in beef production cattle,
   prices  fell  by  $14  per  hundred weight. The cyclical nature of the
   cattle  industry is well documented.  Should this cycle resemble those
   of the past, there could be three to four years of low returns for the
   cow/calf  sector  of  the cattle business.  The stocker cattle side of
   Registrant's cattle business might actually benefit from lower prices.
   Stocker  cattle  margins  can actually increase during this phase of a
   cattle  cycle  because  the  basic  input  cost (the purchase price of
   calves)  drops  considerably.    This  is one reason Registrant leased
   additional  pasture  for  the  1995  season.  By obtaining more "early
   country",  which  is lower elevation pasture that produces grass early
   in  California's  growing season, Registrant can take advantage of its
   surplus of high elevation summer pasture.

        United  States  beef  exports  to  Mexico  are  important.    The
   devaluation  of the peso has reduced Mexico's ability to purchase U.S.
   beef.    Since  Mexico  is  the  United  States' third largest foreign
   customer  for  beef,  continued  disruption in exports can only add to
   pressure  on cattle prices in the United States.  Registrant will have
   to  manage  its  cattle  operations carefully during the next three to
   four years of depressed cattle prices in order to remain profitable.

        Regulatory  requirements  at  all  governmental levels related to
   endangered  species  and  air  and water quality continue to raise the
   costs of operating a range cattle operation.  Ensuring compliance with
   various  rules  and  testing  requirements  will require not only more
   staff   time  but  also  the  use  of  outside  advisors  and  testing
   facilities.    

   Farming Operations

        In  the  San  Joaquin  Valley,  Registrant  farms permanent crops
   including  the  following acreage: wine grapes - 1,136, almonds - 884,
   pistachios  - 430 and walnuts - 295.  During 1992, work began on a new
   farming  development  involving  620  acres in the San Joaquin Valley,
   which  was  completed  during  the  spring  of  1994.  The new acreage
   includes  320  acres  of  almonds and 300 acres of pistachios.  Almond
   trees  were  planted  on  160 acres during 1993, and another 160 acres
   were  planted  in early 1994 with some production expected in 1995 and
   1996.    The  300  acres of pistachio trees were also planted in early
   1994  with  the  first  full crop year expected in 1999.  Registrant's
   objective  in planting new trees is to offset the normal yield decline
   as  its  older  plantings  reach  productive  maturity.  As certain of
   Registrant's  permanent  crops  age  to the point of declining yields,
   Registrant will evaluate the advisability of replanting such crops, or
   replacing them with different crops, depending upon market conditions.



                                   - 6 -





        Registrant  sells  its  farm  commodities to several customers or
   handlers.  As a producer of these commodities, Registrant is in direct
   competition   with  other  producers  within  the  United  States  and
   throughout   the  world.    Prices  received  by  Registrant  for  its
   commodities  are  determined  by total industry production and  demand
   levels.    Registrant  attempts  to improve price margins by producing
   high  quality crops through cultural practices and by obtaining better
   prices through marketing arrangements with handlers.  In 1994, almonds
   produced  were  sold to three domestic customers or handlers, with one
   of  the  handlers receiving approximately 67% of the crop.  Typically,
   these  almond  handlers  process growers' almonds and sell the nuts to
   large commercial buyers, such as cereal and candy manufacturers.  

        The  California almond industry is subject to a federal marketing
   order   which  empowers  the  Secretary  of  Agriculture  to  set  the
   percentage  of  almonds during any crop year which can be sold and the
   percentage  of  those  to be held in reserve in order to assist in the
   orderly  marketing  of  the  crop.   During 1993 and 1992 the saleable
   percentage was set at 100% of the total almond crop.  For 1994, due to
   a  record  crop  within  California, a 10% reserve has been set by the
   Secretary  of  Agriculture.    It is anticipated that this 10% reserve
   will be released for sale at some point in 1995.

        In  1994,  Registrant's  pistachios  were  sold  to one customer.
   Registrant's  1994  walnuts  were  sold to two customers, one of which
   received  approximately  90%  of the crop.  During 1994 all winegrapes
   were sold to one winery.

        For  Registrant's's farming operations, 1994 was an above average
   year  although  revenues were below the very exceptional 1993.  During
   1994,  good  weather prevailed contributing to generally higher yields
   than  1993,  but  revenues  were  substantially lower due primarily to
   back-to-back  record yields for California in almonds, pistachios, and
   walnuts, which substantially lowered market prices for those crops.

        Although  the  drought  returned  to  California in 1994, the 60%
   supply allocation from the State Water Project provided the Registrant
   with  enough  water to allow Registrant to properly plan the timing of
   water  usage  and,  when  combined  with  other cultural practices and
   favorable  weather conditions, helped to produce near record yields in
   the  crops  produced.    Grape  yields increased when compared to 1993
   production,  and  1993 was one of the best production years within the
   last  five  years.   Prices for grapes sold by Registrant were at very
   good  levels  but slightly less than in 1993.  Almond prices were down
   from  1993  by  40%.  Walnut production was slightly above it's 6 year
   average, however, prices were at a 5 year low.  Registrant's pistachio
   trees,  which  were  in  the  "off" production year of their alternate
   bearing cycle in 1993, produced a crop substantially above that of the
   normal "off" year, as did the rest of the State, putting some pressure
   on  prices.    For  1994  the Registrant's crop was a record while the
   state  produced  a  normal  "on"  year  crop.    However, the combined
   production of 1993 and 1994 continued to put pressure on prices.

                                   - 7 -





        Overall,  during  1994,  crop  revenues were somewhat higher than
   expected,  although  significantly  less  than crop revenues for 1993.
   See  "Management's Discussion and Analysis of Financial Statements and
   Results  of Operations."  Almond, walnut and pistachio demand has been
   g o o d  during  late  1994  and  early  1995.    Currently,  industry
   expectations  are  that  statewide nut crops will be smaller than past
   years and it is anticipated that 1995 crop prices will be generally up
   from  1994  price  levels.  1995 Grape prices are expected to be about
   the  same  as 1994 due to an increased supply of grapes used for juice
   and  sugar  concentrate, for which the majority of Registrant's grapes
   are  used.    Registrant has a contract with a winery which provides a
   minimum  price  for  it's  grape  shipments.  All of Registrant's crop
   markets  are  particularly  sensitive to the size of each year's world
   crop.    Large  crops  in  California  and  abroad can rapidly depress
   prices.

        Water  conditions  for early 1995 are very favorable due to above
   normal  winter  precipitation.  In early 1995, the State Water Project
   has  announced  a one hundred percent (100%) water allocation for it's
   contractors.

        See  discussion  of  water  contract  entitlements  and long-term
   outlook for water supply under Part I, Item 2, "Properties-Farmland".

        Farm  Management  Services.    Tejon  Farming  Company ("TFC"), a
   wholly-owned  subsidiary of Registrant, manages the farming operations
   o f    Laval  Farms  Limited  Partnership  ("Laval"),  formerly  Tejon
   Agricultural  Partners,  under a Farm Management Agreement with Laval,
   which  is  terminable  on 30-days' notice by Laval.  (See "Laval Farms
   Limited Partnership," below.)

        Laval  Farms Limited Partnership.  Laval is a limited partnership
   formed  in  1972  to  develop  and  farm  certain land in Kern County,
   California.    Laval  Farms  Corporation,  formerly Tejon Agricultural
   Corporation  and still a wholly-owned subsidiary of Registrant, is the
   general  partner of the partnership.  Due to significant losses in the
   partnership, Registrant wrote off its investment in the partnership in
   1976 and provided for all commitments at that time.

        In  1992  Registrant  entered into an Agreement with John Hancock
   Mutual  Life  Insurance Company ("John Hancock"), Laval's sole limited
   partner  and  secured  lender, for an orderly sale of Laval's farmland
   and  eventual  dissolution  of  the  partnership.  Under the Agreement
   approximately  13,000  acres  of  farmland located in the southern San
   Joaquin  Valley  and  owned  by  Laval  have been divided into smaller
   farming  parcels  and  are  being sold.  John Hancock is continuing to
   provide  Laval  with  a working capital crop line of credit during the
   sale  of Laval lands.  As of March 8, 1995, all of the crop lands have
   been  sold  with  the  exception  of  the headquarters parcel which is
   approximately 188 acres.



                                   - 8 -





        No  land  or assets owned by Registrant have been involved in the
   sales,  and  Registrant  has  not  received any of the proceeds of the
   sales  program.  In connection with the Agreement, however, Registrant
   obtained  an  option to purchase approximately 900 acres of Laval land
   around Registrant's commercial operations at the Laval Road/Interstate
   5  interchange  in  the  southern  San  Joaquin  Valley.    Registrant
   exercised the option and purchased the acreage during February 1995 at
   a    price  of $1.5 million.  The 900 acres includes approximately 300
   acres of rubired wine grapes.

        At  this  time,  Laval is continuing to utilize Registrant's farm
   management  services.    However,  as  the  sale program proceeds, the
   contract  to  manage  the  Laval  lands will be reduced and ultimately
   terminated.    Currently,  Registrant is receiving a $10,000 per month
   fee  for managing the remaining acreage.  Registrant has certain costs
   associated  with  earning this fee such that the impact of the loss of
   the fee on revenues should not be material to net earnings.  

        Due  to  the  Laval  sales  program,  Registrant  reorganized the
   farming  of  its permanent crops.  Registrant  determined that its own
   acreage  will  be farmed utilizing some Registrant-owned equipment and
   Registrant's  employees  as  farm  unit managers, but much of the farm
   cultural  efforts will be provided by outside contractors.  The future
   financial  impact of this change in farm operations is not expected to
   result in significantly different  costs from prior years.  

        During  1993  and prior years Laval provided equipment and direct
   labor  to  Registrant  in  connection  with planting, development, and
   maintenance of permanent crops on Registrant's lands.  Amounts paid by
   Registrant  for  such  services were approximately $1,786,000 in 1993,
   and $1,696,000 in 1992.  No amounts were paid or accrued by Registrant
   during 1994. 

   Oil and Minerals

        Registrant  leases  certain portions of its land to oil companies
   for  the exploration for, and production of, oil and gas, but does not
   itself engage in any such exploratory or extractive activities.

        As of December 31, 1994, approximately 9,645 acres were committed
   to  producing  oil and gas leases from which the operators produced an
   average  of  approximately  1,049  barrels of oil per day during 1994.
   Approximately  1,592  acres  were  also held under exploratory leases.
   Registrant's  share  of production based upon its average royalty rate
   during  the  last three years has been 131, 157, and 89 barrels of oil
   per  day  for  1994,  1993, and 1992, respectively.  Approximately 200
   producing oil wells were located on the leased land as of December 31,
   1994.  An additional 184 wells were shut-in and non-productive.  Shut-
   in  wells  occur  as oil revenues received by the operators lag behind
   the cost of keeping the wells in production.  Extreme price volatility
   in  the  oil market has been a disincentive to exploratory leasing and
   drilling  on Registrant's lands as well as elsewhere.  Although no new

                                   - 9 -





   wells  were  drilled  on  Registrant's  lands  in 1994, one lessee has
   announced  that a gas well will be drilled on Registrant mineral lands
   in  early 1995.  Other lessees are planning "infill" drilling programs
   on Registrant's existing producing lands during 1995. 

        The  continuing  economic  difficulties in the petroleum industry
   have  caused  larger  companies  to  attempt  to  divest  economically
   marginal oil and gas properties.  Such interests are typically sold to
   small  independent  oil  companies  which  can operate the leases with
   lower  overhead  costs.    This  trend  has  occurred and is likely to
   continue  with  respect  to  Registrant's  oil  and  gas holdings.  Of
   particular  concern  to  Registrant  is  the  need  to  assure  proper
   abandonment of non-producing wells and restoration of the land surface
   upon  lease  termination.    In such instances, Registrant attempts to
   require  the  larger  company  to  guarantee  performance of key lease
   terms by the acquiring independent oil company.

        Presently  one of these independent operators is in default under
   certain  agreements  related  to Registrant's mineral properties.  The
   d e f aults  include  failure  to  pursue  certain  field  development
   activities  and  other  responsibilities  with  regards  to  oil field
   operations.    As  is  typical  for  these arrangements, the major oil
   company  who sold the lease to the independent operator is responsible
   for the performance of these obligations.

        Estimates  of oil and gas reserves on Registrant's properties are
   unknown  to  Registrant.   Registrant does not make such estimates and
   does  not  file  reports  as  to  reserve  estimates with governmental
   agencies.    Registrant's  lessees  do not make information concerning
   reserves available to Registrant.

        Registrant  has approximately 2,440 acres under lease to National
   Cement  Company  of  California,  Inc. ("National") for the purpose of
   manufacturing  portland  cement  from  limestone deposits found on the
   leased  acreage.   National owns and operates on the property a cement
   manufacturing plant having a design capacity of 600,000 tons of cement
   per  year.   The amount of payment which Registrant receives under the
   lease is based upon shipments from the cement plant.  The term of this
   lease  expires  in 2007, but  National has remaining options to extend
   the term for two additional successive increments of 20 years each and
   one  final  increment  of 19 years.  For information as to proceedings
   under  environmental  laws  relating  to the cement plant see Item 1 -
   "Legal Proceedings".

        National  is  currently  involved  in  a  $2  million  project to
   modernize  part  of its cement plant grinding mill.  National has also
   filed  permits with the county to substantially modernize the kiln and
   make  it  more  efficient  at  a  cost  of  approximately $15,000,000.
   Registrant  has  been  told  by  National officials that National will
   proceed  with  such a modernization program if the permits to continue
   burning supplemental fuels are ultimately denied.  See Item 1 - "Legal


                                   - 10 -





   Proceedings"  for  a  discussion  of issues regarding the supplemental
   fuels burning permit.

        Approximately 433 acres of Registrant's land are leased to owners
   and  operators  of  sand and gravel screening and rock crushing plants
   under  three  leases  with rental payments based on the amount of sand
   and gravel removed and sold.  

        Registrant  is  optimistic  about 1995 given the improved general
   business  conditions  and  the  takeover  of  one  of the Registrant's
   aggregate  sites  by  a  new  operator.  This particular site had been
   operated  under  bankruptcy  protection by the original lessee.  After
   considerable  legal  activity  and  expense,  Registrant  was  able to
   consummate a lease with the new operator on more favorable terms.  The
   new  lessee  is  an  experienced  and substantial construction company
   which,  over  time,  could substantially increase output from the sand
   and gravel deposit and increase Registrant's royalties.

        In  1990  Registrant negotiated a new lease with a major sand and
   gravel  producer  which  was expected to result in the reactivation of
   Registrant's  dormant  205-acre  aggregate  deposit  in  the  Antelope
   Valley.    As of March 8, 1995, actual plant start-up at this site had
   not  occurred  due  to  market  conditions  and  lessee  has  notified
   Registrant  of  its  intent not to extend the lease an additional five
   years.  

   Timber Management and Hunting Programs

        Significant  areas  of  the foothills and mountainous portions of
   Registrant's  land  have  a  large  variety  of native trees and other
   vegetation  growing  thereon,  including  oak,  pine,  fir  and cedar.
   During  1993  only  oak  trees were subject to a timber management and
   harvesting program for firewood production.  During 1994, the firewood
   p r o duction  program  was  phased  out  due  to  declining  returns.
   Registrant  also  operates a hunting program in close cooperation with
   the California Department of Fish and Game.

















                                   - 11 -





   Commercial and Land Use

        Registrant  leases  to various tenants lands which are used for a
   full-service truckstop facility, a truck wash, three service stations,
   five  restaurants, an automotive repair garage, a United States Postal
   Service  facility,  a  small  office  building,  and several microwave
   repeater locations and radio transmitter and relay sites.  

        T h e  Commercial  and  Land  Use  Division  continues  to  focus
   substantial attention on additional development along the Interstate 5
   corridor.    The  land  planning  process  during  1994 identified the
   Interstate  5  corridor  as an area of focus in near term planning and
   entitlement  activities.    (See  Part I, Item 2, "Properties-Land Use
   Planning".)   A major component of the land planning process calls for
   c o m m e rcial  improvements  and  re-landscaping  of  the  Grapevine
   Interchange.    This program began during 1994 and continued into 1995
   and  will  result in substantial capital expenditures at the site.  In
   addition,  Registrant has identified several brokerage firms to assist
   in the marketing of sites at the Grapevine Interchange.  

        Commercial  activity  at the Grapevine Interchange is expected to
   increase  during 1995 due to the completion of the Unocal gas station.
   At  the  Laval  Road  Interchange, an existing tenant has indicated an
   interest  in  expansion  with  new motel and restaurant uses possible.
   W i t hin  the  commercial  leasing  area,  Registrant  is  in  direct
   competition   with  other  landowners  who  have  highway  interchange
   locations along Interstate 5 within California.  

        In  early  1994  Registrant's highway businesses were affected by
   the  significant  reduction in traffic caused when Interstate 5 to and
   from  Los  Angeles  was  temporarily  closed  due  to  the  Northridge
   earthquake.  Traffic on Interstate 5 fully recovered by midyear and is
   currently operating at full capacity with steady incremental growth in
   traffic volume projected.  

   Customers

        During  1994  and 1993 the following customers accounted for more
   than 10% of Registrant's consolidated revenues, Golden State Vintners,
   a  purchaser of grapes (13% in each of 1994 and 1993), and E.A. Miller
   Cattle  Co., a purchaser of cattle, (22% in 1994 and 13% in 1993).  No
   customer,  or  group of customers under common control,  accounted for
   more than 10% of Registrant's consolidated revenues during 1992.  

        








                                   - 12 -





   Employees

        At December 31, 1994, Registrant had 51 full-time employees.

                      Executive Officers of Registrant

        The  following  table  shows,  as  to  each  executive officer of
   Registrant, the offices held as of March 7, 1995, the period they have
   been  held, and their age.  All of such officers serve at the pleasure
   of  the  board  of  directors.  On March 16, 1995 Registrant announced
   that  Jack  Hunt, President and Chief Executive Officer of Registrant,
   resigned  in  order to take a similar position at King Ranch in Texas.
   King  Ranch  is  a privately owned company with extensive ranching and
   farming operations.  Mr. Hunt's successor has not been selected.

   Name               Offices                  Held Since        Age

   Jack Hunt          President                   1986           50

   John A. Wood       Vice President              1978           57

   Matt J. Echeverria Vice President              1987           44

   Dennis Mullins     Vice President,             1993           42
                       Secretary and                              
                       General Counsel
                                                         
   Allen E. Lyda      Vice President,             1990           37
                       Finance, Treasurer

   Charles J. Berling Vice President              1995           51

   David Dmohowski    Vice President              1991           47
                                                                     

        A description of present and prior positions with Registrant, and
   business experience for the past five years is given below.

        Mr.  Hunt  served Registrant as Vice President from 1983 to 1986,
   when he was elected President.

        Mr. Wood has served Registrant as Vice President since 1978.

        Mr.  Echeverria served as Manager of Cattle Operations from  1982
   to 1987, when he was elected Vice President, Livestock.

        Mr.  Mullins  has been employed by Registrant since 1993, serving
   as  Vice  President,  Public  Affairs,  Secretary and General Counsel.
   From  January 1992 to January 1993 he served as General Counsel of the
   United  States  General  Services  Administration  in Washington, D.C.
   From  1985  to January 1992, Mr. Mullins was an attorney with the firm
   of Jones, Day, Reavis & Pogue in Los Angeles.

                                   - 13 -





        Mr.  Lyda  has been employed by Registrant since 1990, serving as
   Vice  President,  Finance and Treasurer.  From 1986 to 1990, he served
   as  Senior  Vice President and Controller of American National Bank in
   Bakersfield.  

        Mr.  Berling has been employed by Registrant since January  1995,
   serving as Vice President, Real Estate.  From January 1991 to November
   1994  he  served  as  a  Principal and Partner of BetaWest, Inc.  From
   August  1985  to  November 1994 he served as Vice President, Portfolio
   Development for BetaWest Properties, Inc.  Both BetaWest Inc. and Beta
   West Properties, Inc., are engaged in real estate development.

        Mr. Dmohowski has been employed by Registrant since January 1991,
   serving  as Vice President, Land Planning.  From 1979 through 1990, he
   held  a  number of positions with The Irvine Company of Newport Beach,
   California  in the areas of land development, government relations and
   entitlement, the most recent position held there being Vice President,
   Entitlement for the Irvine Pacific 
   division.  

   Item 2.   Properties

        Registrant  owns  approximately  270,000 acres of contiguous land
   located  approximately 60 miles north of Los Angeles and approximately
   15  miles  east  of  Bakersfield.  The land is undeveloped, except for
   certain limited farming and commercial uses.  Included in the land are
   portions  of  the  San  Joaquin  Valley,  foothills,  portions  of the
   Tehachapi  Mountains  and  portions of the western end of the Antelope
   Valley.  It is traversed by a number of key transportation and utility
   facilities,  including  Interstate  5  (the  major north-south federal
   highway  in  California), U.S. Highway 58, California Highways 138 and
   223,  the  California  Aqueduct, the Southern Pacific-Santa Fe Railway
   Line  and various transmission lines for electricity, oil, natural gas
   and communication systems.

        For  information  as  to Registrant's livestock, farming, oil and
   minerals  and  commercial land use operations on the land, see Part I,
   Item  1  -  "Livestock  Operations,"  "Farming  Operations,"  "Oil and
   Minerals," and "Commercial Land Use."

   Land Use Planning

        Registrant has continued to engage in planning activities related
   to    future  uses  of  its lands.    During 1993 Registrant initiated
   planning programs intended to guide decision making relating to future
   development   on  the  Ranch  with  special  focus  on  the  important
   I n t erstate  5  corridor  and  potential  development  opportunities
   available  to  the  Ranch  in  the next 20 to 25 years.  This planning
   effort  was  completed in early 1994.  Registrant has  filed a General
   Plan  Amendment  covering approximately 2,600 acres located around its
   existing truckstop lease just south of the Interstate 5 and Highway 99
   junction.    This  General  Plan Amendment  includes a mix of proposed

                                   - 14 -





   commercial and light industrial uses.  At present, however, Registrant
   has  not  filed a specific plan with any governmental jurisdiction for
   any  additional  substantial  commercial or residential development of
   the property.  The timing of any extensive development of Registrant's
   property  and  its nature and extent are expected to be dependent upon
   market  demand,  the  availability of adequate development capital and
   the obtaining of appropriate governmental permits and approvals.

        A  major  development project on land adjoining Registrant's land
   received  preliminary  approval  from  Kern  County  in  October 1992.
   Called the San Emidio New Town, this project encompasses approximately
   9,500  acres  and  at  buildout  would  contain  approximately  20,000
   residential  units  and  approximately  600  acres  of  commercial and
   industrial development.  While construction is projected to occur over
   a  35 year period, the actual date of the start of construction is not
   k n o w n  due  to  market  uncertainties  and  additional  regulatory
   requirements.   This project has been inactive since 1992.  Registrant
   anticipates  future negotiations with the San Emidio project developer
   regarding  vehicle  rights-of-way and freeway interchange improvements
   affecting Registrant's land.
        
        Approximately  250,000  acres  of Registrant's land is located in
   Kern  County,  California.  The Kern County General Plan for this land
   contemplates  continued  commercial,  resource  utilization,  farming,
   grazing and agricultural uses, as well as certain new developments and
   uses, including housing and recreational facilities.  While the County
   General  Plan  is  intended to provide general guidelines for land use
   and  development,  it  is subject to amendment to accommodate changing
   circumstances and needs.

          Registrant has not yet made specific proposals to the County to
   implement  any  part  of  its proposed land use concept, except at the
   Grapevine and Laval Road Interchanges on Interstate 5.  Registrant has
   been  evaluating the potential for a resort or guest ranch concept and
   for a large residential ranch estates project in the mountain portions
   of  the  Ranch  accessible  from Interstate 5.  Further refinements to
   this  preliminary  planning  concept  and  a  more careful analysis of
   market  conditions  and  the  regulatory  environment  will need to be
   completed before requests for Kern County approvals can be considered.
   Registrant is evaluating the environmental and regulatory factors that
   might  affect  its  ability to secure value-enhancing entitlements for
   potential  land development.  The results of this evaluation will help
   Registrant in formulating long-range entitlement strategies. 

        The  remainder  of Registrant's land, approximately 20,000 acres,
   is  in  Los Angeles County.  This area of the ranch is accessible from
   Interstate  5  via  Highway 138 and lies 30 miles west of the Antelope
   Valley  communities of Palmdale and Lancaster.  Los Angeles County has
   adopted   general  plan  policies  which  contemplate  future  limited
   residential  development  of portions of this land, subject to further
   assessments  of  environmental  and  infrastructure  constraints.   No
   specific  land  proposals  have been made by Registrant to the County.

                                   - 15 -





   Registrant   is  actively  monitoring  regional  planning  issues  and
   continues  to  develop  its liaison with Los Angeles County government
   and  other  regulatory  agencies needed to preserve future development
   opportunities.  

        In  addition  to  its  agricultural  contract water entitlements,
   Registrant  has  an  entitlement  to  obtain from the California State
   Water  Project  sufficient water to service a limited amount of future
   residential  development  and  has  indicated to the Kern County Water
   Agency  an interest in obtaining additional entitlements.  This action
   was  taken in an effort to assure the availability of the water in the
   future  and  not because of any immediate plans for the development of
   Registrant's  property.    It  is  uncertain  whether or when any such
   additional  water  rights  will be obtained.  Portions of the property
   also  have  available  ground  water sufficient to support low density
   development.    Registrant  may  in the future convert portions of its
   agricultural  water entitlement from agricultural use to municipal and
   industrial  use  in  order  to  serve future development on its lands.
   Such  a  conversion  would  likely  be in conjunction with programs to
   enhance Registrant's groundwater resources.
        
        Portions of Registrant's property consist of mountainous terrain,
   and much of the property is not presently served by developed roads or
   by  utility  or  water  lines.    Any  significant  development of the
   property  would involve the construction of roads, utilities and other
   expensive  infrastructure  and  have  to  be  done  in  a manner which
   accommodates  a number of environmental concerns, including endangered
   species  issues,  that  may  limit  development  of  portions  of  the
   property.

        Due  to  the  property's location and its undeveloped state, from
   time-to-time unsolicited proposals are made for governmental or quasi-
   public  uses  of  portions  of  the  property  or neighboring lands by
   entities, some of which may have the right of eminent domain.  For the
   most part Registrant opposes such uses, because to the extent that any
   such  proposals  may  be  implemented  through the use of the power of
   eminent  domain  or  otherwise,  the  flexibility  to  develop some of
   Registrant's other lands could be correspondingly limited.  Registrant
   i s    c urrently  in  negotiations  with  a  company  concerning  the
   construction  of  a  major  oil pipeline over the Ranch. This proposed
   pipeline  would  follow  an alignment of other oil pipelines which are
   along  the  Interstate  5  corridor. Registrant's lands are also being
   evaluated as a possible alignment for a high speed rail system between
   Los Angeles and San Francisco.

   Farmland

        Although  changing  crop  market  conditions  and  the  cost  and
   availability  of  irrigation water bear on the economic feasibility of
   farming on Registrant's lands, portions of the land located in the San
   Joaquin  Valley  are suitable for farming a wide variety of tree, vine
   and row crops.    

                                   - 16 -





        Existing  long-term  contracts  with  the  Wheeler Ridge-Maricopa
   Water  Storage District ("District") provide for water deliveries from
   the  California State Water Project ("Project") to certain farmland in
   the  San  Joaquin Valley belonging to Registrant.  The long-term water
   supply  picture  in  the  state is uncertain, however, not only due to
   recurring droughts, but also because of existing and likely additional
   restrictions  placed  on exports from the Sacramento-San Joaquin River
   Delta  ("Delta")  to  protect allegedly endangered species and improve
   water  quality  in  the  Delta.  Existing U.S. Fish & Wildlife Service
   ("FWS") regulations  restrict the export of water south of the Delta. 
   Additional  restrictions  on water exports are related to the proposed
   listing of the Sacramento splittail (a fish), as an endangered species
   and  the proposed designation of critical habitat for the Delta smelt.
   Also,  reserving  water  flowing  into  the  Delta  for  environmental
   purposes  (which water would otherwise flow into the San Francisco Bay
   and  be  unavailable for beneficial use) has been required by the U.S.
   Environmental  Protection  Agency  in order to keep salinity levels in
   the Delta below certain levels.  The impact of these regulations could
   be  severe  during drought years when the supply of water for all uses
   is  limited.    Pursuant  to an interim three-year agreement among the
   federal  agencies, the concerned state agencies, environmental groups,
   and  water users, a maximum of 1.1 million acre feet of water has been
   reserved for such environmental uses that would otherwise be available
   for beneficial use by state and federal water project participants.  

        Since  Registrant's  water  entitlements substantially exceed its
   permanent crops' needs, the 100% allocation made by the Project to the
   Kern  County Water Agency, of which the District is a sub-unit, should
   be  more  than  sufficient  for Registrant's 1995 crops.  Longer term,
   however,  year-to-year uncertainty of the water supply and potentially
   higher  costs  for water may jeopardize the financial viability of the
   District  by forcing marginal operators out of business and shifting a
   greater  portion  of  the  financial burden imposed by long term fixed
   costs  upon  the  remaining growers.  High water costs prevent farmers
   from  raising  annual  crops.    Farmers  also may be unable to obtain
   conventional financing for the higher value permanent crops because of
   the unpredictability of a water supply to nourish the trees and vines.


        Registrant's  contracts  with  the  District,  as of December 31,
   1994,  provide  for  annual  water entitlements to approximately 6,153
   acres  of  Registrant's  lands.    Existing  District  water  delivery
   facilities  are  capable  of delivering the contract water entitlement
   amounts  to all of that  acreage.  The water contracts require  annual
   payments  related  to the Project and District fixed costs, whether or
   not  water  is used or available.  Payments made under these contracts
   in 1994 by Registrant totaled approximately $985,000.
                      
        Lands  benefiting  from  the  District  are subject to contingent
   assessment  liens  under  the  California  Water Storage District Law.
   These  liens  are senior in priority to any mortgages on the property.
   The  liens  secure  District  bonds  issued to finance construction of

                                   - 17 -





   w a t er  distribution  facilities.    Lien  enforcement  can  involve
   foreclosure  on  the  lands subject to the liens.  These liens will be
   enforced  only  if  District  revenues  from water contracts and other
   r e g ular  revenue  sources  are  not  sufficient  to  meet  District
   obligations.    Lien  assessments are levied on the basis of estimated
   benefits  to  each  parcel  of  land  from  the District water project
   serving the land.  Lands belonging to Registrant are presently subject
   to  such  contingent  liens  totaling  approximately  $892,000.  Since
   commencement  of  operations  in 1971, the District has had sufficient
   revenues  from  water  contract  payments and other service charges to
   cover  its  obligations  without  calls  on  assessment liens, and the
   District  has  advised Registrant that it does not anticipate the need
   to make any calls on assessment liens.

        Under  California  law, lands located in a Water Storage District
   may be reassessed at the request of the district board of directors or
   at  the  request  of  10%  or  more of the district landholders.  As a
   result of any reassessment, which is based upon relative benefits from
   District  project facilities to each land parcel, the lien assessments
   may  be  redistributed and may increase or decrease for any particular
   parcel.    Additional  projects,  if  any,  which  might result in new
   assessment liens, must be approved by landowners of more than one-half
   of the land (based on 
   valuation)  in the District as well as by the California Department of
   Water Resources.

   Item 3.   Legal Proceedings

        As  explained above in the discussion under Part I, Item 1 - "Oil
   and  Minerals",  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.
   N a tional  and  its  subtenant,  Systech  Environmental  Corporation,
   ("Systech"),   have  been  denied  new  permits  to  continue  burning
   supplemental fuels in the cement plant located on the land leased from
   Registrant.   In July 1994 the Environmental Appeals Board of the U.S.
   Environmental  Protection  Agency denied the petitions of National and
   Systech  for  a  review  of  that  denial.   National and Systech have
   appealed  the  ruling  in  federal  court  and  have been permitted to
   continue burning hazardous waste as fuel at the cement plant pending a
   final decision on the appeal.

        The  permits  were  denied  because of the failure to comply with
   regulations  of  the U.S. Environmental Protection Agency that require
   t h e  owner  of  a  hazardous  waste  disposal  facility  to  sign  a
   certification  stating  that the application for a permit was prepared
   under  its  direction  or  supervision and that the information in the
   application  is,  to the knowledge of the owner of the facility, true,
   accurate  and  complete.    The  U.S.  Environmental Protection Agency
   considers  the  owner  of  the  leased  land  upon which a facility is
   located  to  be  the  owner of the facility.  Registrant was unable to
   sign this certification because it believed that the statements in the

                                   - 18 -





   certification  were  untrue.    The  opinion of the U.S. Environmental
   Protection Agency Environmental Appeals Board denying the petitions of
   National  and  Systech stated that owners of land underlying hazardous
   waste  facilities  could  sign  the  required  certification  and  add
   supplementary  language  describing  the  extent  of  the land owner's
   involvement  in  reviewing the permit application.  In August 1994 and
   again in January 1995, Registrant signed two different forms of such a
   certification  with  supplemental language at the request of National.
   The  U.S.  Environmental  Protection  Agency  nonetheless  declined to
   withdraw its denial of the permit application of National and Systech.
   Prior  to Registrant's signing the certification with the supplemental
   language, National had asserted that Registrant has a duty to sign the
   required certification and that any loss of the permits would cause it
   great  monetary damage.  The extent of any damages National may suffer
   as  a  result  of  the  permit  denials  is  not  known to Registrant.
   Registrant  believes  that  it  had  no duty to sign the certification
   because doing so would constitute the making of false statements which
   would be a violation of law. 

   On  October  9,  1990,  the  California Regional Water Quality Control
   Board  for  the  Lahontan Region ("Regional Board") issued Cleanup and
   Abatement  Order  No.  6-90-59 requiring National, LaFarge Corporation
   (the  parent company of the previous operator) and Registrant to clean
   up  and  abate ground water contamination in the vicinity of the plant
   site  caused  by  pollutants  being  discharged from an old industrial
   waste  landfill  on  the leased premises.  Although Registrant did not
   deposit   any  materials  in  the  landfill,  the  order  states  that
   Registrant,  as the landowner, is ultimately responsible for complying
   with  the  order if LaFarge and National fail to perform the necessary
   work.    LaFarge submitted a final closure plan for the cleanup of the
   landfill,  and  in  August  1994 the plan was approved by the Regional
   Board  subject to certain provisions.  Civil fines for violations of a
   cleanup and abatement order can be as high as $10,000 per day for each
   day the violation occurs and as high as $15,000 per day for each day a
   discharge  of  pollutants  and  a  violation of the order occurs.  The
   indemnification  obligation  under the lease with Registrant described
   below, includes claims of this kind.  

   In  1991,  the  Regional  Board  adopted  Waste Discharge Requirements
   concerning  future kiln dust disposal and the existing kiln dust piles
   stored  on  the  leased  premises.    The  order  names  National  and
   Registrant  as "dischargers" and states that Registrant is responsible
   for  ensuring  compliance  with  the  Waste  Discharge Requirements if
   National  fails  to  do  so.    Persons  who  violate  waste discharge
   requirements  are  also subject to civil liabilities imposed by either
   the  Regional  Board  or  the  superior  court.   The  indemnification
   obligations  under the lease with Registrant, described below, include
   claims  of  this  kind.    The  U.S.  Environmental  Protection Agency
   recently  proposed to regulate all kiln dust nationwide as a hazardous
   waste,  but  under  special   low risk rules.  The proposed rules will
   mostly  involve  careful  groundwater monitoring and possibly covering
   dust piles so they do not blow in the wind.  Measures of this type are

                                   - 19 -





   already  being  taken by National on the cement plant site.  Kiln dust
   from  cement  plants  using supplemental fuels will not be treated any
   differently.    The  cement industry will probably oppose the proposed
   rules for kiln dust.

        In  addition,  in  August  1994  the Regional Board issued orders
   naming  LaFarge  and  National  as  primarily responsible parties with
   respect to two additional sites on the leased premises alleged to have
   been contaminated with hazardous waste.  One of those sites is alleged
   to  be  a  storage area for drums containing lubricants and grease and
   the  other  is  alleged  to  be  an  underground  plume of chlorinated
   hydrocarbons.    The  orders  direct LaFarge and National in effect to
   determine  the extent of the contamination, to determine the source of
   the chlorinated hydrocarbon plume, to develop a clean-up plan for each
   site  to  be  approved  by  the Regional Board and to perform the work
   contemplated by the approved clean-up plans.  Registrant has also been
   named  in  the  orders with respect to the two additional sites and is
   directed  to  provide  access to LaFarge and National to the extent it
   has  the right to do so and to investigate, characterize, and clean up
   the  sites  if  LaFarge  and  National  fail to do so.  Registrant has
   appealed  these  orders  regarding  Registrant's  secondary liability,
   which appeal is pending before the State Water Resources Control Board
   and  is expected to be held in abeyance until it is determined whether
   LaFarge and National comply with the Regional Board's orders.

        Under  the  lease  between Registrant and National, the tenant is
   obligated  to  indemnify  Registrant for costs and liabilities arising
   directly  or  indirectly  out of the use of the leased premises by the
   tenant.   All obligations under this indemnity provision arising after
   the  assignment  of  the  lease  to National (which occurred in August
   1987)  were  assumed  by  National,  and LaFarge has liability for all
   o b ligations  under  the  indemnity  provisions  arising  before  the
   assignment.    National's  obligation  is  guaranteed  by  its parent,
   National  Cement  Company,  Inc.   Registrant believes that all of the
   matters  described  above in this Item 3 are included within the scope
   of  the  National  and  LaFarge  indemnity  obligations.  National and
   LaFarge  have  reached  an  agreement  in  principle  to share cleanup
   responsibilities.

        To  date  Registrant  is  not aware of any failure by LaFarge and
   National  to  comply  with  the  orders  of  the  Regional  Board  and
   Registrant  has  not been called upon to become involved in any of the
   investigative,  characterization  or  clean-up activities.  Registrant
   believes  that  LaFarge  and  National  have  sufficient  resources to
   perform  any  reasonably  possible  or  reasonably  likely obligations
   relating  to  these matters.  Publicly available financial information
   with  respect  to  LaFarge  indicates  that  it  had  a  net  worth of
   approximately  $835  million  as of September 30, 1994.  National is a
   subsidiary  of  a  large  French company, and so far as the Company is
   aware,  no  separate  financial statements are publicly available with
   respect to it.  However, Registrant has held discussions with National
   which  indicate  sufficient  resources  are  available  to satisfy any

                                   - 20 -





   reasonably  likely  obligations relating to the above matters.  Due to
   the  fact that LaFarge and National appear to have been complying with
   the Regional Board orders and appear to have the financial strength to
   c o ntinue  to  do  so  and  also  to  perform  their  indemnification
   obligations  to Registrant, Registrant believes that a material effect
   on  its  financial  condition  or  results  of  operations  due to the
   potential  environmental liabilities described above is remote at this
   time.    If,  however,  National  and  LaFarge  do  not  fulfill their
   indemnification responsibilities and Registrant is required to perform
   the  landfill,  kiln  dust,  drum  storage area, and underground plume
   remedial  work  mandated by the regulatory agencies, the amount of any
   such expenditure by Registrant could be material.

   Item 4.   Submission of Matters to a Vote of Security Holders

        None.





































                                   - 21 -





                                   PART II

   Item   5.      Market  for  Registrant's  Common  Equity  and  Related
   Stockholder Matters.

        Registrant's  Common  Stock  is  traded  on  the  American  Stock
   Exchange.   The following table shows the high and low sale prices for
   Registrant's  Common  Stock  on  the  American Stock Exchange for each
   period  during  the  last two years, as reported by the American Stock
   Exchange.
                                   1994                1993

        Quarter               High       Low      High       Low
        First                15-1/4    13-5/8    18-5/8      16

        Second               14-5/8    13-5/8      21      16-1/8
        Third                15-1/2      13      16-5/8    13-3/8

        Fourth               14-1/2    11-1/2    17-1/4    13-3/4
        
        As  of  March  7,  1995,  there  were  828  owners  of  record of
   Registrant's Common Stock.

        Registrant  paid  cash dividends of $.05 per share in each of the
   years  1994  and  1993.   Two and one-half cents per share was paid in
   June and December of each year.



























                                   - 22 -





     Item 6.   Selected Financial Data.

                               Years Ended December 31
                           (In thousands of dollars, except
                                  per share amounts)

                             1994         1993        1992     1991       1990 


      Operating Revenues,
       Including Interest 
       Income              $16,882     $19,469(1)   $16,563  $15,220    $15,232
      Net Income             1,527       2,972(1)     1,499    1,484      1,957


      Total Assets          44,920      47,111       45,729   45,341     45,052

      Long-term Debt         1,950       3,550        5,150    6,854      7,083
      Income Per Share         .12         .23(1)       .12      .12        .15

      Cash Dividends
        Declared and Paid
          Per Share            .05         .05          .05      .05        .05

               (1)  Net  income  from continuing operations was enhanced by
                    the  recognition of a $1,054,000 ($632,000 after tax or
                    $.05  per  share)  refund  from a local water district.
                    (See  Note  10  to  the  Audited Consolidated Financial
                    Statements.)
























                                        - 23 -





          Item  7.      Management's  Discussion  and Analysis of Financial
          Condition and Results of Operations

          Results of Operations

               As  reflected  in the accompanying financial statements, net
          income  was $1,527,000 in 1994, $2,972,000 in 1993 and $1,499,000
          in 1992. 

               Net  income  for  1994  decreased  when compared to 1993 net
          income  due  to  lower operating profits within the Livestock and
          Farming  divisions  as  well as the favorable impact in 1993 of a
          $1,054,000  refund  from  a  water district ($632,000 after tax).
          The decrease in 1994 operating profits was partially offset by an
          improvement  in  operations  within  the  Commercial and Land Use
          Division.  Reduced interest income also affected 1994 results.

               Net  income  for  1993  increased  when compared to 1992 net
          income  due  to  improved operating profits within the Livestock,
          Farming,  and  Oil  and  Minerals  Divisions as well as the water
          district  refund.    The increases in 1993 operating profits were
          p a rtially  offset  by  reduced  operating  profits  within  the
          Commercial  and  Land  Use  Division.  Also substantially reduced
          interest  income  affected 1993 results.  Changes in revenues and
          expenses of Registrant's industry segments for the years 1994 and
          1993 are summarized below. 
               
          Livestock.   Livestock operating profits of $364,000 in 1994 were
          $146,000, or 29% less than 1993 operating profits.  This decrease
          in  operating profits is due primarily to an increase in the cost
          of sales of cattle ($393,000) and to lower prices on cattle sold.
          In  addition,  revenues  from the quarter horse program decreased
          $106,000  due  to  a  decrease  in sales revenues and horse event
          revenues.    These unfavorable variances were partially offset by
          an  increase  in  revenues  from  cattle  sales  ($368,000).  The
          increase  in  cost of sales and cattle sales revenue is due to an
          increase  in  the number of cattle sold during 1994. During 1994,
          8,474  head  of cattle were sold compared to 7,734 head of cattle
          during  1993.    Cost  of  sales  expense also increased due to a
          longer  than normal carrying time on a portion of the cattle sold
          during  1994,  which  increased the inventory cost of the cattle.
          During 1994 an additional 550 head of cattle were scheduled to be
          sold  but were held over until 1995 so that the cattle could have
          additional  weight gains.  The carry over of cattle into 1995 was
          necessary  due  to  the  below  normal precipitation during 1994.
          However,  due  to  numerous  rain  storms  during the first three
          months  of 1995, it is expected there will be adequate forage for
          Registrant's  cattle herd in the coming year.  For the years 1995
          and  1996  Registrant  is  concerned that cattle prices will stay
          flat  or  decrease due to higher cattle inventories in the United
          States  and  also  to  competing products.  Any decrease in price
          will  lower  revenues on the sale of cattle.  To limit price risk

                                        - 24 -





          Registrant  may use the commodity futures markets to hedge cattle
          prices.

          Livestock   operating  profits  of  $510,000  in  1993  increased
          $196,000,  or 62%, when compared to 1992 operating profits.  This
          improvement in operating profit was due to a decrease in the cost
          of  cattle  sold  and  also to an increase in revenues within the
          quarter  horse  program ($126,000 increase over 1992 revenues due
          to increased training fees and sales of horses).  These favorable
          variances  were  partially offset by a reduction in revenues from
          cattle  sales.    The decrease in cattle sales revenue as well as
          the    lower  cost of sales is due primarily to a decrease in the
          number of cattle sold in 1993.  During 1993, 7,734 head of cattle
          were  sold compared to 8,478 head of cattle during 1992.  Cost of
          sales  expense also decreased because lower weight stocker cattle
          were  purchased  during the year and grazed on Registrant's lands
          and  also  due  to  reduced  feed lot costs.  The decrease in the
          number  of cattle sold was the result of Registrant's decision to
          retain  heifer  calves in order to continue rebuilding the cattle
          breeding  herd,  which  was  reduced  to  very  low levels during
          California's extended drought from 1988 - 1992.  

          See Part I, Item 1 -"Business-Livestock Operations" for a further
          discussion  of  Registrant's  livestock  operations  for 1994 and
          future expectations.

          Farming. Farming Division operating profits of $1,925,000 in 1994
          were  $2,286,000,  or  54% less than 1993 operating profits.  The
          decrease  in  operating  profits  was due to lower aggregate crop
          proceeds  of  $1,325.000 during 1994, the recognition of the gain
          of  $1,054,000  related to water refunds during 1993, referred to
          above, and increased fixed water costs during 1994.  In addition,
          1993  revenues included $294,000 of favorable pricing adjustments
          related to the 1992 crop which was approximately $200,000 greater
          than 1993 crop adjustments recognized in 1994.  These unfavorable
          variances  were  partially  offset  by reductions in cultural and
          Farming  Division costs of $437,000 during 1994.  The decrease in
          farming  expense was due to very favorable farming weather during
          the  spring  and  summer which allowed Registrant to change pest,
          fertilizer, and irrigation programs.

          There  were  numerous  changes  in  individual crop revenues when
          comparing  1994  and 1993 results.  For 1994, grape revenues fell
          $389,000  due to lower prices.  Registrant sold all of its grapes
          to  one  winery  under  the second year of a three-year contract.
          Had  Registrant  not  contracted  for  the  sale of its grapes in
          advance,  revenues from its grapes would have been even less, due
          to  the  down  market  for generic white grapes.  Walnut revenues
          decreased $555,000 due to substantially lower prices and to lower
          production.    Pistachio  revenues increased $312,000 due to 1994
          being  the  "on"  production  year  in the alternate year bearing
          cycle.  Almond revenues decreased $693,000 due primarily to lower

                                        - 25 -





          p r ices.  The  decrease  in  almond  revenues  would  have  been
          approximately  $200,000  less  if the California Almond Board had
          not   required  a  10%  withhold  of  1994  production.    It  is
          anticipated  that  this  withheld  production will be released at
          some point in 1995 and revenue will be recorded at that time.

          During January 1995, a portion of Registrant's farming operations
          suffered  damages  as a result of high winds that were associated
          with  a series of winter storms.  Nearly all of the loss occurred
          in  Registrant's  producing  almond  orchards.  Approximately 200
          acres  of  trees were uprooted by a combination of high winds and
          saturated  soil conditions due to heavy rainfall.  The lost trees
          represent  23% of Registrant's mature, almond producing orchards.
          As  a  result of the storm damage, Registrant will record a loss,
          net of tax, of approximately $240,000 during the first quarter of
          1995.  Registrant  estimates  that  the  lost trees accounted for
          approximately 3% of Registrant's 1994 total revenues.  Registrant
          incurred  only  minimal  damage to its 620 acres of newly planted
          almonds   and  pistachios  and  its  other  mature  orchards  and
          vineyards.    At  this  time  Registrant has begun to replant the
          damaged acreage with almond trees.  The loss of mature trees will
          affect  future  revenues  until  the  replanted  crops begin full
          production  which  could  take  three to five years.  The loss of
          trees   along  with  expectations  of  a  smaller  nut  crop  may
          significantly  lower  1995 revenues.  For a further discussion of
          the  1994  farming  year and future expectations refer to Part I,
          Item 1 - "Business - Farming Operations".

          Farming  operating profits of $4,211,000 in 1993 were $3,231,000,
          or  330%,  greater than 1992 operating profits.  This increase is
          the  result  of higher aggregate crop proceeds of $2,974,000, the
          recognition  of  a  gain  of $1,054,000 which is related to water
          district  refunds,  and  lower 1993 fixed water costs of $357,000
          due  to  water  surplus sales and credits received from the water
          district.   These favorable variances were partially offset by an
          increase  of approximately $800,000 in cultural and harvest costs
          because  of  increases  in  crop  production  and changes to pest
          control  and  fertilization  programs.  Revenues in 1992 included
          $534,000  of  favorable  pricing  adjustments related to the 1991
          crop  which  was  $240,000 greater than the 1992 crop adjustments
          recognized  in  1993.  The gain of $1,054,000 from a water refund
          in 1993 is the result of The Wheeler Ridge-Maricopa Water Storage
          District  having  prevailed  in  a  lawsuit  against  other water
          districts  in  Kern County, California, in a proceeding involving
          the over-allocation and payment of state fixed water charges.

          Changes in individual crop revenues in 1993 compared to 1992 were
          s i gnificant.    Grape  revenues  increased  $1,327,000  due  to
          increases  in  production  as  well  as  prices.  Almond revenues
          increased  $1,423,000  due  primarily to a 56% increase in price.
          Walnut  revenues  increased  $496,000 due to increased production
          and  prices.   Pistachio revenues fell approximately $272,000 due

                                        - 26 -





          to  lower  production.   Pistachio volumes decreased because 1993
          was  the  "off"  production  year  in  the alternate year bearing
          cycle.  

          For  a  further discussion of future water concerns refer to Part
          I, Item 2 - "Properties - Farmland".

          Oil   and  Minerals.    Oil  and  Mineral  operating  profits  of
          $1,208,000  in  1994 were $31,000, or 3% below 1993 profits.  The
          decrease  in  operating  profits  was  due  to  lower oil and gas
          royalties  ($165,000)  which  were  partially offset by increased
          cement  royalties ($96,000) and increased land lease income.  Oil
          and  mineral  royalties  declined  due to lower prices and to the
          receipt  of  adjustments related to the sharing of gas processing
          and  transportation  costs.    Within  California, oil prices are
          further  depressed  because  of federal regulations that prohibit
          the  export  of  California and Alaska crude oil, thereby forcing
          producers   to  refine  their  product  in  California.    Cement
          r o y a lties  increased  due  to  improving  prices  and  higher
          production.   Production increased due to additional construction
          activity  within  Los  Angeles  which  was  related  to  the 1994
          earthquake.

          Oil  and Mineral Division operating profits of $1,239,000 in 1993
          were  $87,000,  or  8%,  greater  than  1992  operating  profits.
          Increased  royalties  from  oil  and  gas ($37,000) and sand/rock
          aggregate  ($75,000)  along  with  increased  land  lease rentals
          accounted  for the majority of the increase in operating profits.
          Partially  offsetting  these  increases  was an increase in legal
          fees  which  were  related  to  the  lease  with  National Cement
          Company.    Oil  and  gas  royalties  increased  due primarily to
          increases  in production which included payments received in 1993
          related  to  1992  production.    This  increase  in  oil and gas
          production was partially offset by the decline in oil prices that
          occurred  during the fourth quarter of 1993.  Sand/rock aggregate
          royalties  increased  due  to  increased road construction within
          Kern County.

          Commercial  and  Land  Use.  The Commercial and Land Use Division
          had  an  operating  loss of $100,000 in 1994 which compares to an
          operating  loss  of  $304,000 in 1993.  The improvement over 1993
          was  due  to  a reduction in professional service fees ($234,000)
          related to the Registrant's long-term land planning efforts.  The
          expense  was  below  1993 due to the timing of planning projects.
          Registrant  will  continue to have substantial expense related to
          future land planning activities (see Part I, Item 2 "Properties -
          Land Planning" for further discussion of 1994 and future planning
          activities).    Commercial  rents  and  right-of-way  rents  were
          comparable  to  1993  even  though  percentage  rents  were below
          expectations  due  to  low traffic on Interstate 5 during January
          and  February  because  of  the  January  1994  earthquake in Los
          Angeles.    See  Part  I, Item 1, "Business - Commercial and Land

                                        - 27 -





          Use" for a discussion of 1994 commercial lease activities.  

          An  operating loss of $304,000 in 1993 compares to 1992 operating
          profits  of  $534,000  for  the Commercial and Land Use Division.
          Approximately  $741,000  of  the  change  in operating profits is
          attributable  to an increase in professional service fees related
          to  the Registrant's very active long-term land planning efforts.
          In  addition to the professional service fees, firewood operating
          profits  fell approximately $100,000 due to reduced sales and the
          write-off  of  equipment  due to the decision to discontinue this
          operation.    Commercial and right-of-way rental income increased
          slightly during 1993 to partially offset the above variances.  

          Interest.    Interest  income of $1,439,000 declined $152,000, or
          10%  when  compared to 1993 interest income.  The decrease is due
          to  fewer  gains  on  the sale of securities and to lower average
          outstanding  balances of marketable securities.  Investment funds
          have  declined  due to additional principal payments on long-term
          debt and to capital expenditures.

          Interest  income  of  $1,591,000  was $684,000, or 30%, less than
          1992  interest  income.    The decrease from 1992 is due to lower
          reinvestment  interest  rates  and lower average investable funds
          due primarily to principal prepayments on long-term debt.

          I n terest  expense  in  1994,  1993  and  1992  was  principally
          a t t r ibutable  to  interest  on  borrowings  used  to  finance
          Registrant's 758 acre almond and 897 acre wine grape developments
          which  were  developed  in  1981.    Interest  expense  has  been
          declining due to principal prepayments in 1994, 1993 and 1992.

          Corporate  Expenses.    Corporate  expenses  for  1994  decreased
          $21,000,  or 1% when compared to 1993 expenses.  The decrease was
          primarily  attributable  to  lower  professional service fees and
          legal fees.

          Corporate  expenses  for  1993 increased $127,000, or 6%, in 1993
          when  compared  to 1992.  The increase was primarily attributable
          to  higher  legal  fees  ($100,000).  Legal fees increased due to
          water  rights  issues  and  expenses  associated  with  a  lessee
          regarding litigation discovery requests.  

          Inflation.    Inflation  can  have a major impact on Registrant's
          operations. 

               The farming operations are most affected by escalating costs
          and  unpredictable revenues due to an oversupply of certain crops
          and very high irrigation water costs.  High fixed water costs 
          related  to Registrant's farm lands continues to adversely affect
          earnings.



                                        - 28 -





               Prices  received  by Registrant for many of its products are
          dependent upon prevailing market conditions and commodity prices.
          Therefore,  it  is difficult for Registrant to accurately predict
          revenue,  just  as  it  cannot  pass  on cost increases caused by
          general  inflation,  except  to  the  extent  reflected in market
          conditions and commodity prices.

          Impact of Accounting Change.  In January 1994, Registrant adopted
          Statement  of  Financial  Accounting  Standard  (SFAS)  No.  115,
          Accounting for Certain Investments in Debt and Equity Securities.
          SFAS  No.  115  requires  that  an  enterprise  classify all debt
          securities as either held-to-maturity, trading, or available-for-
          sale.     In  addition,  if  an  enterprise  has  classified  its
          securities as either trading or available-for-sale it must adjust
          securities to fair value at each reporting date.

               R e gistrant  invests  in  debt  securities,  consisting  of
          treasuries,  government  agencies,  corporate notes, and mortgage
          backed  securities.    Registrant  has  elected  to  classify its
          securities  as  available-for-sale.   As of December 31, 1994 the
          cumulative  unrealized  fair  value  adjustment  to stockholders'
          equity is an unrealized loss of $372,000, net of a tax benefit of
          $192,000. 

               In  January  1993  Registrant adopted Statement of Financial
          Accounting  Standard  No. 109, Accounting for Income Taxes.  SFAS
          No.  109  is  an  asset  and liability approach that requires the
          recognition  of  deferred  tax  assets  and  liabilities  for the
          expected  future  tax  consequences  of  events  that  have  been
          recognized  in  the  Registrant's  financial  statements  or  tax
          returns.    The  adjustments to the financial statements to adopt
          SFAS No. 109 were immaterial.

          Financial  Condition.    Registrant's  cash, cash equivalents and
          short-term   investments  totaled  approximately  $23,786,000  at
          December  31,  1994,  a  decrease  of  12% from the corresponding
          amount  at  the  end of 1993.  Working capital at the end of 1994
          was  $26,786,000,  which is 8% less than a year earlier.  Working
          capital  decreased  during  the year due to capital expenditures,
          the  prepayment  of long-term debt, and the payment of dividends.
          Registrant  has  a revolving line of credit of $2,000,000 that as
          of  December  31,  1994  was  unused.    As of December 31, 1994,
          Registrant  had an outstanding short-term loan with an investment
          banking  company.  The loan was in the amount of $907,000, with a
          maturity  date  of January 16, 1995 and an interest rate of 6.5%.
          This loan was used as a short-term cash management vehicle.

               The principal uses of cash and cash equivalents during 1994,
          1993,  and  1992  consisted  of capital expenditures, payments of
          long-term debt and the payment of dividends.  



                                        - 29 -





               The accurate forecasting of cash flows by Registrant is made
          more  difficult  due  to  the fact that commodity markets set the
          prices  for  the  majority  of Registrant's products and the fact
          that the cost of water changes significantly from year-to-year as
          a  result  of changes in its availability.   Registrant, based on
          its  past  experience,  believes it will have adequate cash flows
          over the next twelve months to fund internal operations.

               During   1995  $2,888,000  has  been  budgeted  for  capital
          expenditures,  which  includes  new equipment and improvements to
          existing facilities.  The capital budget also includes $1,500,000
          to  purchase  900  acres  of  land,  which  includes 300 acres of
          grapes,  a  transaction which closed in February 1995.  (See Part
          I, Item 1 - "Business-Farming").

               Registrant  has  traditionally funded its growth and capital
          additions from internally generated funds.  Management believes 
          that  the combination of short-term investments, excess borrowing
          c a pacity,  and  capital  presently  available  to  it  will  be
          sufficient for its near term operations.

          Item 8.   Financial Statements and Supplementary Data.

               The response to this Item is submitted in a separate section
          of this Report.

          Item  9.      Changes  in  and  Disagreements with Accountants on
          Accounting and Financial Disclosure.

               Not applicable.























                                        - 30 -





                                       PART III


          Item 10.   Directors and Executive Officers of the Registrant.

               I n f o r mation  as  to  the  directors  of  Registrant  is
          incorporated  by reference from the definitive proxy statement to
          b e   filed  by  Registrant  with  the  Securities  and  Exchange
          C o m m ission  with  respect  to  its  1995  Annual  Meeting  of
          Stockholders.    Information  as  to  the  Executive  Officers of
          Registrant  is  set  forth  in  Part  I,  Item 1 under "Executive
          Officers of Registrant."

          Item 11.   Executive Compensation.

               Information   required  by  this  Item  is  incorporated  by
          reference  from  the  definitive  proxy  statement to be filed by
          Registrant with 
          the  Securities  and Exchange Commission with respect to its 1995
          Annual Meeting of Stockholders.

          Item  12.     Security Ownership of Certain Beneficial Owners and
          Management.

               Information   required  by  this  Item  is  incorporated  by
          reference  from  the  definitive  proxy  statement to be filed by
          Registrant  with  the  Securities  and  Exchange  Commission with
          respect to its 1995 Annual Meeting of Stockholders.

          Item 13.   Certain Relationships and Related Transactions.

               Information   required  by  this  Item  is  incorporated  by
          reference  from  the  definitive  proxy  statement to be filed by
          Registrant  with  the  Securities  and  Exchange  Commission with
          respect to its 1995 Annual Meeting of Stockholders.


















                                        - 31 -





                                       PART IV

          Item  14.    Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K.
               (a)    Documents  filed  as  part of this report:       Page
          Number

               1.   Consolidated Financial Statements:

                    1.1 Report of Independent Auditors                37  
                    
                    1.2 Consolidated Statements of Financial          
                        Position - December 31, 1994 and 1993         38

                    1.3 Consolidated Statements of Income -
                        Years Ended December 31, 1994, 1993
                        and 1992                                      40   
                
                    1.4 Consolidated Statements of Stockholders'
                        Equity - Three Years Ended 
                        December 31, 1994                             41  

                    1.5 Consolidated Statements of Cash Flows -
                        Years Ended December 31, 1994, 1993
                        and 1992                                      42

                    1.6 Notes to Consolidated Financial
                        Statements                                    43  

               2.   Supplemental Financial Statement Schedules:

                    NONE

               3.   Exhibits:

                    3.1 Restated Certificate of Incorporation          *

                    3.2 By-Laws                                        *

                    10.1 Water Service Contract with Wheeler
                         Ridge-Maricopa Water Storage District
                         (without exhibits), amendments originally
                         filed under Item 11 to Registrant's
                         Annual Report on Form 10K.                   61 

                    10.2 Tejon Ranch Co. Stock Option Agreement       72

                    10.3 Lease Agreement for Mr. San Olen             80
                                                                  
                    22 List of subsidiaries of Registrant             82   

                    27 Financial Data Schedule (Edgar)                83

                                        - 32 -





               (b)  Report on Form 8-K filed during the last quarter of the
                    period covered by this report:

                    None.     

               *    This   document,   filed   with   Securities   Exchange
                    Commission  in  Washington  D.C.  (file  Number 1-7183)
                    under Item 14 to Registrant's Annual Report on Form 10-
                    K  for  year  ended  December 31, 1987, is incorporated
                    herein by reference.

               (d)  Financial  Statement  Schedules -- The response to this
                    portion  of  Item 14 is submitted as a separate section
                    of this report.







































                                        - 33 -





                                      SIGNATURES

               Pursuant  to  the requirements of Section 13 or 15(d) of the
          Securities  Exchange  Act of 1934, the Registrant has duly caused
          this  report  to  be  signed  on  its  behalf by the undersigned,
          thereunto duly authorized.


                                   TEJON RANCH CO.

          DATED:  March   , 1995            BY                        
                                             Jack Hunt, President



          DATED:  March   , 1995            BY                       
                                              Allen E. Lyda
                                              Vice President, Finance &
                                              Treasurer
                                              (Principal Financial and     
                                               Accounting Officer)
































                                        - 34 -





               Pursuant  to the requirements of the Securities Exchange Act
          of  1934,  this  report  has  been  signed below by the following
          persons  on behalf of the Registrant and in the capacities and on
          the date indicated.

          Name                            Capacity          Date       


                                          Director     March     , 1995
          Otis Booth, Jr.


                                          Director     March     , 1995
          Craig Cadwalader


                                          Director     March     , 1995
          Dan T. Daniels     


                                          Director     March     , 1995
          Rayburn S. Dezember


                                          Director     March     , 1995
          Robert F. Erburu  


                                          Director     March     , 1995
          Clayton W. Frye, Jr.


                                          Director     March     , 1995
          Donald Haskell


                                          Director     March     , 1995
          Jack Hunt


                                          Director     March     , 1995
          Raymond L. Watson  


                                          Director     March     , 1995
          Phillip L. Williams







                                        - 35 -













                              Annual Report on Form 10-K

                      Item 8, Item 14(a)(1) and (2),(c) and (d)

            List of Financial Statements and Financial Statement Schedules

                                Financial Statements 

                                   Certain Exhibits

                             Year Ended December 31, 1994

                                   Tejon Ranch Co.

                                  Lebec, California






























                                        - 36 -





                          Form 10-K - Item 14(a)(1) and (2)

                           Tejon Ranch Co. and Subsidiaries

           Index to Financial Statements and Financial Statement Schedules


          ITEM 14(a)(1) - FINANCIAL STATEMENTS

          The  following  consolidated  financial statements of Tejon Ranch
          Co. and subsidiaries are included in Item 8:
                                                                      Page
               Report of Independent Auditors                         37
               Consolidated Statements of Financial Position -        
                                December 31, 1994 and 1993            38
               Consolidated Statements of Income -
                 Years Ended December 31, 1994, 1993 and 1992         40
               Consolidated Statements of Stockholders' Equity -
                 Three Years Ended December 31, 1994                  41
               Consolidated Statements of Cash Flows -
                 Years Ended December 31, 1994, 1993 and 1992         42
               Notes to Consolidated Financial Statements             43

          ITEMS 14(a)(2) - FINANCIAL STATEMENT SCHEDULES

          All    schedules  for  which  provision is made in the applicable
          accounting  regulation  of the Securities and Exchange Commission
          a r e   not  required  under  the  related  instructions  or  are
          inapplicable, and therefore have been omitted.
























                                        - 37 -





                            Report of Independent Auditors



          Stockholders and Board of Directors
          Tejon Ranch Co.

          We  have  audited  the consolidated financial statements of Tejon
          Ranch  Co.  and  subsidiaries listed in the accompanying index to
          financial  statements  and  financial  statement  schedules (Item
          14(a)(1)).   These financial statements are the responsibility of
          the  Company's  management.   Our responsibility is to express an
          opinion on these financial statements based on our audits.

          We  conducted  our  audits  in accordance with generally accepted
          auditing  standards.    Those  standards require that we plan and
          perform  the  audit  to obtain reasonable assurance about whether
          the  financial  statements are free of material misstatement.  An
          audit  includes  examining,  on a test basis, evidence supporting
          the  amounts  and  disclosures  in  the financial statements.  An
          audit  also includes assessing the accounting principles used and
          significant  estimates  made by management, as well as evaluating
          the  overall  financial  statement presentation.  We believe that
          our audits provide a reasonable basis for our opinion.

          I n    our  opinion,  the  financial  statements  listed  in  the
          a c c ompanying  index  to  financial  statements  and  financial
          statement  schedules  (Item  14(a)(1))  present  fairly,  in  all
          material  respects,  the consolidated financial position of Tejon
          Ranch Co. and subsidiaries at December 31, 1994 and 1993, and the
          consolidated results of their operations and their cash flows for
          each of the three years in the period ended December 31, 1994, in
          conformity with generally accepted accounting principles.  

          As  discussed in Note 3 to the financial statements,  in 1994 the
          C o m pany  changed  its  method  of  accounting  for  marketable
          securities.




                                                  ERNST & YOUNG LLP


          Los Angeles, California
          February 17, 1995







                                        - 38 -





                           Tejon Ranch Co. and Subsidiaries

                    Consolidated Statements of Financial Position


                                                           December 31
                                                        1994        1993   

          Assets
          Current assets:

            Cash and cash equivalents              $     68,000$    247,000
            Marketable securities                    23,718,000  26,834,000
            Accounts receivable                       2,125,000   3,105,000
            Inventories                               3,128,000   2,860,000
            Prepaid expenses and other
              current assets                          1,223,000     868,000
          Total current assets                       30,262,000  33,914,000



          Property and equipment, net                13,284,000  11,995,000



          Other assets:
            Breeding herd, net of depreciation 
              of $116,000 in 1994 and $198,000 
              in 1993                                   907,000     778,000

            Other assets                                467,000     424,000
                                                      1,374,000   1,202,000







          Total assets                              $44,920,000 $47,111,000
               
          See accompanying notes.











                                        - 39 -





                                                          December 31      
                                                       1994        1993   

          Liabilities and Stockholders' equity 
          Current liabilities:

            Trade accounts payable                 $ 1,061,000  $1,024,000
            Other accrued liabilities                  465,000     502,000
            Current deferred income                    287,000     325,000
            Income taxes payable                       556,000   1,633,000
            Short-term note                            907,000   1,000,000
            Current portion of long-term debt          200,000     200,000
          Total current liabilities                  3,476,000   4,684,000


          Long-term debt, less current portion       1,950,000   3,550,000

          Deferred credits:
            Deferred income taxes                    2,736,000   2,611,000
            Deferred gains on assets sold                  ---      29,000
                                                     2,736,000   2,640,000


          Commitments and contingencies

          Stockholders' equity:
            Common Stock, $.50 par value per
              Authorized shares - 30,000,000
              Issued and outstanding shares -        6,341,000   6,341,000

            Additional paid-in capital                 387,000     387,000
            Unrealized gains (losses) on
             available-for-sale securities,
             net of tax benefit                       (372,000)        ---
            Retained earnings                       30,402,000  29,509,000
          Total stockholders' equity                36,758,000  36,237,000
          Total liabilities and stockholders'
            equity                                 $44,920,000 $47,111,000


          See accompanying notes












                                        - 40 -





                           Tejon Ranch Co. and Subsidiaries

                          Consolidated Statements of Income


                                             Year Ended December 31      
                                         1994         1993        1992   
          Revenues:
            Livestock                $ 5,531,000  $ 5,221,000 $ 5,516,000
            Farming                    6,880,000    9,459,000   5,615,000

            Oil and minerals           1,296,000    1,358,000   1,211,000
            Commercial and land use    1,736,000    1,840,000   1,946,000
            Interest income            1,439,000    1,591,000   2,275,000
                                      16,882,000   19,469,000  16,563,000

          Costs and expenses:
            Livestock                  5,167,000    4,711,000   5,202,000

            Farming                    4,955,000    5,248,000   4,635,000
            Oil and minerals              88,000      119,000      59,000
            Commercial and land use    1,836,000    2,144,000   1,412,000
            Corporate expenses         2,212,000    2,233,000   2,106,000
            Interest expense             287,000      424,000     651,000
                                      14,545,000   14,879,000  14,065,000

          Income before income
            taxes                      2,337,000    4,590,000   2,498,000
          Income taxes                   810,000    1,618,000     999,000
          Net income                 $ 1,527,000  $ 2,972,000 $ 1,499,000


          Net income per share              $.12         $.23        $.12


          See accompanying notes.

















                                        - 41 -





                       Tejon Ranch Co. and Subsidiaries

                Consolidated Statements of Stockholders' Equity

                      Three years ended December 31, 1994

                             Additional Unrealized
                    Common    Paid-In     Gains      Retained 
                    Stock     Capital   (Losses)     Earnings     Total   


   Balance
   January 1,    $6,341,000    $387,000  $     ---$26,306,000 $33,034,000 
   1992
     Net income         ---         ---        ---  1,499,000   1,499,000 

     Cash
       dividends
       paid -
       $.05 per
       share            ---         ---        ---   (634,000)   (634,000)
   Balance
    December 31,
    1992          6,341,000     387,000        --- 27,171,000  33,899,000 

     Net income         ---         ---        ---  2,972,000   2,972,000 
     Cash
     dividends
       paid -

       $.05 per
       share            ---         ---        ---   (634,000)   (634,000)
   Balance
    December 31,
    1993          6,341,000     387,000        --- 29,509,000  36,237,000 

   Adjustment to
    beginning
    balance for
    change in
    accounting
    method, net 
    of taxes of
    $62,000             ---         ---    122,000        ---     122,000 
     Net Income         ---         ---        ---  1,527,000   1,527,000 

     Cash 
     dividends
       paid-
       $.05 per
       share            ---         ---        ---   (634,000)   (634,000)


                                    - 42 -





     Change in
      unrealized
      gains
      (losses)
      on
      available-
      for-sale
      securi-
      ties, net
      of a tax
      benefit of
      $254,000          ---         ---  (494,000)         ---   (494,000)

   Balance
    December 31,
    1994         $6,341,000    $387,000 $(372,000)$30,402,000 $36,758,000 


   See accompanying notes.


































                                    - 43 -





                       Tejon Ranch Co. and Subsidiaries

                     Consolidated Statements of Cash Flows

                                           Year ended December 31          
                                         1994         1993         1992    
   Operating activities
   Net income                       $  1,527,000 $  2,972,000 $  1,499,000 

   Items not affecting cash:
     Depreciation and amortization       906,000      916,000      821,000 
     Deferred income taxes               (23,000)    (330,000)    (317,000)
     Recognition of deferred gains
     on assets sold                      (29,000)     (29,000)     (29,000)
     Gains on sales of investments       (52,000)     (71,000)    (201,000)
     Current deferred income             (38,000)    (990,000)   1,315,000 

   Changes in certain current assets
     and current liabilities:
       Accounts receivable               980,000      615,000      154,000 
       Inventories                      (268,000)    (357,000)      39,000 
       Prepaid expenses and other
         current assets                  (15,000)      63,000      (19,000)
       Short-term debt                   (93,000)     850,000      150,000 

       Trade accounts payable and
         accrued liabilities                  ---     136,000     (212,000)
       Income taxes payable           (1,077,000)     811,000      346,000 
   Net cash provided by operating      1,818,000    3,356,000    3,546,000 

   Investing activities
   Maturities of marketable           14,224,000   20,586,000   26,159,000 
   Funds invested in marketable
     securities                      (11,620,000) (20,120,000) (25,912,000)
   Net change in breeding herd          (194,000)     (73,000)      31,000 
   Property and equipment             (2,179,000)  (1,441,000)  (1,285,000)

   Net book value of property and
     equipment disposals                  49,000       13,000          --- 
   Other                                 (43,000)     138,000     (174,000)
   Net cash provided by (used in)
     investing activities                237,000    ( 897,000)  (1,181,000)

   Financing activities
   Repayments of long-term debt       (1,600,000)  (1,600,000)  (1,730,000)
   Cash dividends paid                  (634,000)    (634,000)    (634,000)
   Net cash used in financing
     activities                       (2,234,000)  (2,234,000)  (2,364,000)





                                    - 44 -





   Increase (decrease) in cash and
    cash equivalents                    (179,000)     225,000        1,000 
   Cash and cash equivalents at
   beginning of                          247,000       22,000       21,000 

   Cash and cash equivalents at end
   of year                          $     68,000 $    247,000 $     22,000 

   See accompanying notes.












































                                    - 45 -





                       Tejon Ranch Co. and Subsidiaries

                  Notes to Consolidated Financial Statements

                               December 31 1994

   1.  Summary of Significant Accounting Policies

   Principles of Consolidation

   The  consolidated  financial  statements  include  the  accounts  of the
   C o m p a ny  and  its  wholly-owned  subsidiaries.    All  intercompany
   transactions have been eliminated in consolidation.

   Cash Equivalents

   The  Company considers all highly liquid investments, with a maturity of
   three  months  or  less  when  purchased,  to  be cash equivalents.  The
   carrying amount for cash equivalents approximates fair value.

   Marketable Securities

   T h e  Company  considers  those  investments  not  qualifying  as  cash
   equivalents,   but  which  are  readily  marketable,  to  be  marketable
   securities.    The  Company  classifies  all  marketable  securities  as
   available-for-sale,  which  are stated at fair value with the unrealized
   gains  (losses),  net  of  tax,  reported  in  a  separate  component of
   stockholders' equity.

   Credit Risk

   The  Company  grants  credit  to  customers,  principally  large  cattle
   purchasers,  co-ops,  wineries,  nut marketing companies, and lessees of
   Company facilities, all of which are located in California.  The Company
   p e rforms  periodic  credit  evaluations  of  its  customers  financial
   condition and generally does not require collateral.

   During 1994 and 1993 the following customers accounted for more than 10%
   of  the  Company's  consolidated revenues, Golden State Vintners (13% in
   1994  and  1993)  and E.A. Miller Cattle Company (22% in 1994 and 13% in
   1993).  No customer or group of customers under common control accounted
   for more than 10% of Company's consolidated revenues in 1992.











                                    - 46 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   1.  Summary of Significant Accounting Policies (continued)

   Farm Inventories

   Costs  of bringing crops to harvest are capitalized when incurred.  Such
   costs  are  expensed when the crops are sold.  Farm inventories held for
   sale  are  valued  at  the lower of cost (first-in, first-out method) or
   market.

   Cattle Inventories and Breeding Herd

   Cattle  raised  on  the  Ranch  are  stated  at  the accumulated cost of
   developing  such  animals  for sale or transfer to a productive function
   and  purchased  cattle  are  stated at cost plus development costs.  All
   cattle  held  for sale are valued at the lower of cost (first-in, first-
   out  method)  or  market  and  are  included in the caption inventories.
   Purchased  bulls  and  cows,  included in the breeding herd and used for
   breeding,  are  depreciated  using the straight-line method over five to
   seven years.

   Commodity Derivatives Used to Hedge Price Fluctuations

   The Company enters into cattle futures and option contracts to hedge its
   exposure  to  price fluctuations on its stocker cattle.  The goal of the
   Company  is to protect or create a future price for its cattle that will
   provide  a  profit  once the cattle are sold and all costs are deducted.
   Payments  received and paid related to outstanding options contracts are
   deferred   in  prepaid  expenses  and  other  current  assets  and  were
   approximately $50,000 at December 31, 1994.  Realized gains, losses, and
   costs  associated with closed contracts are included in cattle inventory
   and  recognized  in  cost of sales expense at the time the hedged cattle
   are sold.

   Property and Equipment

   Property  and equipment accounts are stated on the basis of cost, except
   for land acquired upon organization in 1936 which is stated on the basis
   (presumed   to  be  at  cost)  carried  by  the  Company's  predecessor.
   Depreciation  is  computed  using  the  straight-line  method  over  the
   estimated  useful  lives  of  the  various assets.  Oil, gas and mineral
   reserves have not been appraised, as no value has been assigned to them.








                                    - 47 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   Vineyards and Orchards

   Costs  of planting and developing vineyards and orchards are capitalized
   until  the  crops  become  commercially  productive.  Interest costs and
   depreciation  of irrigation systems and trellis installations during the
   development  stage  are  also  capitalized.    Revenue from crops earned
   during  the  development  stage  are credited against development costs.
   Depreciation commences when the crops become commercially productive.

   At  the  time  crops are harvested, delivered to buyers and revenues are
   e s t i matable,  revenues  and  related  costs  are  recognized,  which
   traditionally  occurs in the fourth quarter.  Orchard revenues are based
   upon  estimated selling prices, whereas vineyard revenues are recognized
   at  the  contracted  selling  price.   Actual final orchard crop selling
   prices  are not determined for several months following the close of the
   Company's  fiscal  year.    Adjustments for differences between original
   estimates and actual revenues received are recorded during the period in
   which  such  amounts  become known.  The net effect of these adjustments
   increased  farming  revenue  by  $97,000  in 1994, $294,000 in 1993, and
   $534,000 in 1992.

   The  California  Almond  Board has the authority to require producers of
   almonds  to  withhold  a  portion  of  their  annual production from the
   marketplace.  At December 31, 1994, the California Almond Board required
   the  Company  to  hold  back  10% of almond production which amounted to
   163,000  pounds.    The  almond  withhold  was  due to the record almond
   production  within  California  during 1994.  It is anticipated that the
   reserved  almonds will be released during 1995 at which time the revenue
   from the sale of these almonds will be recognized.  At December 31, 1993
   and 1992,  no such withholding was mandated.

   Net Income Per Share

   Net income per share is based upon the weighted average number of shares
   of common stock and common stock equivalents outstanding during the year
   (12,682,244  in  1994  and 1993, and 12,682,709 in 1992).  Fully diluted
   earnings per share are the same as primary earnings per share.

   In  March  1992, the Company's Board of Directors adopted the 1992 Stock
   Option  Plan providing for the granting of options to purchase a maximum
   of  230,000 shares of the Company's common stock to employees, advisors,
   and  consultants  of  the  Company.  Since the adoption of the Plan, the
   Company  has granted options to purchase 116,000 shares at a price equal
   to  fair market value at date of grant.  Stock options granted have been
   treated  as  common  stock equivalents per the treasury method when such
   amounts would be dilutive.



                                    - 48 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)


   Environmental

   Environmental   expenditures  that  relate  to  current  operations  are
   expensed  or capitalized as appropriate.  Expenditures that relate to an
   existing condition caused by past operations and which do not contribute
   to  current  or future revenue generation are expensed.  Liabilities are
   recorded  when  environmental  assessments  and/or  remedial efforts are
   probable  and  the  costs  can  be reasonably estimated.  Generally, the
   timing  of these accruals coincides with the completion of a feasibility
   study  or  the  Company's  commitment  to  a  formal plan of action.  No
   liabilities  for  environmental costs have been recorded at December 31,
   1994, 1993 or 1992.

   Reclassifications

   Certain  amounts  in  the  1993 balance sheet have been reclassified, in
   order to be consistent with the 1994 presentation.

   2.  Laval Farms Limited Partnership

   The Laval Farms Limited Partnership (Laval), formerly Tejon Agricultural
   Partners,  is a limited partnership, formed in 1972, to develop and farm
   land  in  Kern  County,  California.   Laval Farms Corporation, formerly
   Tejon  Agricultural  Corporation  ,  a  wholly-owned subsidiary of Tejon
   Ranchcorp, is the general partner of the partnership.

   Due  to significant losses in the partnership, the Company wrote-off its
   investment  in  the partnership in 1976 and provided for all commitments
   at that time.  

   The  Company    entered  into an Agreement with John Hancock Mutual Life
   Insurance  Company,  Laval's  sole  limited  partner  and secured lender
   during  1993,  for  an orderly sale of Laval's farmland and the eventual
   dissolution  of  the  partnership.    Under the Agreement, approximately
   13,000 acres of farmland located in the southern San Joaquin Valley, and
   owned  by  Laval  have been divided into smaller farming parcels and are
   being sold.  As of February 17, 1995, all of the farmland had been sold,
   with  the only unsold property being the Laval headquarters which equals
   188 acres.

   Tejon  Farming  Company (TFC), a wholly-owned subsidiary of the Company,
   performs  services for Laval under a farm management agreement, which is
   terminable  on  30 days' notice by Laval.  TFC was paid $240,000 in each
   of  the  three  years  ended  December  31,  1994  under  the management
   agreement.    In  addition,  for  years  1993  and  1992  Laval provided
   equipment  and  direct labor to the Company in connection with planting,
   development and maintenance of permanent crops on Company-owned lands. 

                                    - 49 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   2.  Laval Farms Limited Partnership (continued)

   Amounts  paid  by  the  Company  for  such  services  were approximately
   $1,786,000  in  1993,  and  $1,696,000 in 1992.  No amounts were paid or
   accrued by the Company during 1994.

   3.  Marketable Securities

   In  January  1994, the Company adopted Statement of Financial Accounting
   Standard  (SFAS) No. 115, Accounting for Certain Investments in Debt and
   Equity  Securities.    SFAS No. 115 requires that an enterprise classify
   all  debt  securities as either held-to-maturity, trading, or available-
   for-sale.    The  Company  has  elected  to  classify  its securities as
   available-for-sale  and  therefore, is required to  adjust securities to
   fair value at each reporting date.

   The  following is a summary of available-for-sale securities at December
   31:

                                      1994                   1993
                                         Estimated               Estimated
                                            Fair                    Fair
                                Cost       Value        Cost       Value


   Marketable securities:
     U.S. Treasury and
      agency notes          $18,837,000  $18,409,000$21,595,000 $21,720,000
     Corporate notes          5,445,000    5,309,000  5,239,000   5,299,000

                            $24,282,000  $23,718,000$26,834,000 $27,019,000

   As  of  December  31,  1994,  the  cumulative  fair  value adjustment to
   stockholders'  equity  is  an  unrealized loss of $372,000, net of a tax
   beneft of $192,000.  The Company's gross unrealized holding gains equals
   $76,000,  while  gross  unrealized  holding  losses equals $640,000.  On
   December  31,  1994,  the  average  maturity of U.S. Treasury and agency
   securities  was 2.3 years and corporate notes was 1.5 years.  Currently,
   the  Company  has  no securities with a weighted average life of greater
   than  five  years.  During 1994, the Company recognized gains of $52,000
   on  the  sale  of $2.4 million of securities, carried at historical cost
   adjusted for amortization and accretion. 

   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.   The Company's investments in
   Corporate notes are with companies with a credit rating of A or better.


                                    - 50 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)


   4.  Inventories

   Inventories  at December 31, 1994 and 1993 consist principally of cattle
   held for sale.  

   5.  Property and Equipment

   Property and equipment consists of the following at December 31:

                                                     1994         1993

             Land and land improvements           $ 3,255,000  $ 3,255,000 
             Buildings and improvements             6,519,000    5,631,000 
             Machinery, water pipelines,
               furniture and fixtures and
               other equipment                      4,120,000    3,755,000 

             Vineyards and orchards                12,579,000   11,931,000 
                                                   26,473,000   24,572,000 
             Less allowance for depreciation      (13,189,000) (12,577,000)

                                                  $13,284,000  $11,995,000 

   6.  Line of Credit and Long-Term Debt

   The  Company  may  borrow  up  to  $2,000,000  on a short-term unsecured
   revolving  line  of  credit  at  interest rates approximating the bank's
   prime rates (8.50% at December 31, 1994).  Generally, the arrangement is
   reaffirmed  annually, but may be withdrawn at any time after expiration.
   At  December  31,  1994, there was no outstanding debt under the line of
   credit agreement.

   At  December  31,  1994,  the  Company  had  an  outstanding  short-term
   borrowing  with an investment banking company.  The short-term borrowing
   was  in the amount of $907,000, with a maturity of January 16, 1995, and
   an interest rate of 6.5%.

    Long-term debt consists of the following at December 31:

                                                        1994       1993

             Note payable to an insurance company    $2,150,000 $3,750,000 
             Less current portion                      (200,000)  (200,000)

                                                     $1,950,000 $3,550,000 



                                    - 51 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   6. Line of Credit and Long-Term Debt (continued)

   The  note  payable  to an insurance company provides for interest at 10%
   per  annum,  payable  annually,  on  amounts  outstanding.  Principal is
   payable  in  annual installments of $200,000, with the remaining balance
   due  August  1,  2000.   The maximum principal payment which can be made
   each  year  without  prepayment penalties is 20% of the original note or
   $1,600,000 per year.  During 1994 and 1993 the maximum payment was made.
   Amounts  borrowed  under  the  agreement  are secured by a first deed of
   trust on 1,750 acres of land improved with vineyards and orchards having
   a historical cost of $8,333,000.

   Interest  paid  approximated  interest  expense incurred for each of the
   three years in the period ended December 31, 1994.

   Maturities  of long-term debt at December 31, 1994 are $200,000 per year
   for years 1995-1999 and $1,150,000 in the year 2000.

   7.  Common Stock and Stock Option Information

   In March 1992, the Board of Directors adopted the 1992 Stock Option Plan
   providing  for  the granting of options to purchase a maximum of 230,000
   shares  of  the  Company's  common  stock  to  employees,  advisors, and
   consultants  of the Company.  The 1992 Stock Option Plan was approved by
   the stockholders at the 1992 Annual Meeting.  The 1992 Stock Option Plan
   provides  for  the  grant of options to purchase common stock at 100% of
   the  fair  market  value  as  of  the  date  of grant.  The compensation
   committee  of  the  board  of directors administers the plan.  There are
   116,000  options  granted  under  the 1992 stock option plan with 96,000
   options  at a grant price of $20 per share and 20,000 options at a grant
   price of $15 per share. 

   Currently  no  options  granted  are  exercisable.  Options reserved for
   future granting totalled 114,000 at December 31, 1994.















                                    - 52 -





                       Tejon Ranch Co. and Subsidiaries

            Notes To Consolidated Financial Statements (continued)

   8.  Income Taxes

   In January 1993, the Company adopted SFAS No. 109, Accounting for Income
   Taxes.    SFAS  No. 109 is an asset and liability approach that requires
   the  recognition of deferred tax assets and liabilities for the expected
   future  tax  consequences  of  events  that  have been recognized in the
   Company's financial statements or tax returns.  

   The provision for income taxes consists of the following at December 31:

                                1994          1993         1992   
   Federal:

     Current                  $ 627,000   $1,531,000   $1,048,000 
     Deferred                   (12,000)    (220,000)    (290,000)
                                615,000    1,311,000      758,000 

   State:
     Current                    205,000      417,000      268,000 
     Deferred                   (10,000)    (110,000)     (27,000)

                                195,000      307,000      241,000 
                              $ 810,000   $1,618,000   $  999,000 

   The  reasons for the difference between total income tax expense and the
   amount  computed by applying the statutory Federal income tax rate (34%)
   to income before taxes are as follows at December 31:


                                    1994        1993       1992   

   Income tax at the statutory  
   rate                          $ 795,000  $1,561,000 $  849,000 

   State income taxes, net of  
   Federal benefit                 129,000     272,000    143,000 
   Other, net                     (114,000)   (215,000)     7,000 
                                 $ 810,000  $1,618,000 $  999,000 











                                    - 53 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   8.  Income Taxes (continued)

   Deferred income taxes result from temporary differences in the financial
   and tax bases of assets and liabilities.  The net current deferred asset
   is  included  with prepaid expenses and other assets on the statement of
   financial  position.    Significant components of the Company's deferred
   tax liabilities and assets are as follows at December 31:

   Deferred tax assets:                 1994           1993
    Unrealized gain (loss) on 
      available-for-sale securities  $  192,000     $      ---

    Accrued expense                     125,000         33,000
    Prepaid revenues                     98,000        123,000
    Other                               121,000         40,000
   Total deferred tax asset             536,000        196,000

   Deferred tax liabilities:
    Depreciation and amortization     1,498,000      1,122,000
    Involuntary conversion-land         412,000      1,211,000

    Other                               826,000        278,000
   Total deferred tax liabilities     2,736,000      2,611,000
   Net deferred tax liabilities      $2,200,000     $2,415,000


   Deferred income taxes resulted from the effects of the following for the
   year ended December 31, 1992:

   Involuntary conversions                           $(201,000)
   Vineyard and orchard costs deducted                         
     for tax purposes less than
     financial statement depreciation
     expense                                           (43,000)
   Depreciation - other                                (65,000)

   State tax deductions on the Federal                         
     return, net                                       (18,000)
   Other, net                                           10,000 
                                                     $(317,000)









                                    - 54 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   8.  Income Taxes (continued)

   The  Company  made net payments of income taxes of $2,004,000, $958,000,
   and $969,000 during 1994, 1993 and 1992, respectively.

   9.  Operating Leases  

   The Company is lessor of certain property pursuant to various commercial
   lease  agreements  having  terms  ranging  up to 30 years.  The cost and
   accumulated  depreciation  of buildings and improvements subject to such
   leases  was $1,642,000 and $866,000, respectively, at December 31, 1994.
   Income  from  commercial  rents,  included  in  commercial  and land use
   revenue  was  $905,000  in  1994  and $871,000 in 1993 and 1992.  Future
   minimum  rental  income on noncancelable operating leases as of December
   31,  1994  is:    $949,000  in 1995, $873,000 in 1996, $880,000 in 1997,
   $799,000 in 1998, $781,000 in 1999, and $6,453,000 for years thereafter.

   10.  Commitments and Contingencies

   A  total  of  6,200  acres  of  the  Company's  land is subject to water
   contracts  requiring  minimum  future annual payments for as long as the
   Company  owns  such  land.   The estimated minimum payments for 1995 are
   $1,110,000,  whether  water  is  available or is used.  Minimum payments
   made under these contracts were approximately $985,000 in 1994, $767,000
   in  1993,  and   $1,098,000 in 1992.  Approximately 4,600 acres of these
   lands are subject to contingent assessments of approximately $892,000 to
   service  water  district bonded indebtedness, if water district revenues
   are insufficient to cover bond interest and redemptions when due.
                                       
   The Wheeler Ridge-Maricopa Water District prevailed in a lawsuit against
   other  water  districts  in  Kern  County,  California,  in a proceeding
   involving  the over-allocation and payment of state fixed water charges.
   As  a  result  of  this  ruling, landowners served by the water district
   received,  in  1992,  certain  refunds for 1986-1989 water charges.  The
   $1,054,000  received  in  March  1992  had  been  classified  as current
   deferred  income  pending  the  outcome  of the appeals process.  During
   October  1993, the appeals process was successfully resolved in favor of
   the  water  district.    This  favorable  outcome allowed the Company to
   recognize the gain of $1,054,000 ($632,000 after tax, or $.05 per share)
   included in farming revenues in 1993.









                                    - 55 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   10.  Commitments and Contingencies (continued)

   The  Company  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 the Company have been
   ordered  to  cleanup  and abate an old industrial waste landfill site on
   the  leased  premises.    Under  the  lease agreements with National and
   LaFarge,  both  companies  are required to indemnify the Company for any
   costs  and  liabilities  incurred  in connection with the cleanup order.
   Due  to  the  financial  strength  of  National and LaFarge, the Company
   believes  that a material effect on its financial condition is remote at
   this time.

   11.  Retirement Plan

   The  Company  has  a  retirement  plan  which  covers  substantially all
   employees.    The  benefits  are  based  on  years  of  service  and the
   employee's highest compensation for 60 consecutive months of service out
   of  the  last  120  months  of  service.   Contributions are intended to
   provide  for  benefits attributable to service both to date and expected
   to  be provided in the future.  The Company funds the plan in accordance
   with the Employee Retirement Income Security Act of 1974 (ERISA).

   The following accumulated benefit information is as of December 31:
                                                        1994        1993   
   Accumulated actuarial present value of benefit
     obligation, including vested benefits of
     $1,755,000 in 1994 and $1,729,000 in 1993      $1,788,000  $1,759,000 


   Projected benefit obligation for service 
     rendered to date                               $2,144,000  $2,148,000 
   Plan assets at fair value                         1,578,000   1,567,000 
   Projected benefit obligation in excess
     of Plan assets                                   (566,000)   (581,000)

   Items not yet recognized in earnings:
     Unrecognized net gain from past experience
       different from that assumed and effects of
       changes in assumptions                        1,168,000   1,216,000 
     Unrecognized net transition asset being
       amortized over approximately 17 years          (178,000)   (198,000)

   Prepaid pension cost included in other assets    $  424,000  $  437,000 




                                    - 56 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   11.  Retirement Plan (continued)

   Plan  assets  consist  of  equity,  debt,  and  short-term  money market
   investment  funds.    The  weighted-average  discount  rate  and rate of
   increase in future compensation levels used in determining the actuarial
   present  value  of  projected  benefits  obligation was 6.5% in 1994 and
   1993.   The expected long-term rate of return on plan assets was 8.0% in
   1994 and 1993.  

   Total  pension  and  retirement  expense  was as follows for each of the
   years ended December 31:

                                     1994       1993       1992   
   Cost components:

     Service cost-benefits
       earned during the period   $ (88,000) $ (85,000) $ (96,000)
     Interest cost on projected
       benefit obligation          (126,000)  (124,000)  (139,000)
     Actual return on plan
       assets                       (87,000)   140,000    (22,000)

     Net amortization and
       deferral                     173,000    (41,000)   182,000 
     Total net periodic pension
       cost                       $(128,000) $(110,000) $ (75,000)























                                    - 57 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   12.  Business Segments

   The Company operates principally in four industries: livestock, farming,
   oil  and  minerals,  and commercial and land use.  The livestock segment
   includes  the  production  and sale of beef cattle.  The farming segment
   involves those operations related to permanent crops and the supervision
   of  farming activities for Laval (see Note 2).  The oil and minerals and
   the  commercial and land use operations collect rents and royalties from
   lessees of Company-owned properties. 

   Information  pertaining  to  the Company's business segments follows for
   each of the years ended December 31:

                                1994         1993         1992    
   Segment profits:

     Livestock                $  364,000  $  510,000  $   314,000 
     Farming                   1,925,000   4,211,000      980,000 
     Oil and minerals          1,208,000   1,239,000    1,152,000 

     Commercial and land use    (100,000)                 534,000 
                                            (304,000)
   Segment profits             3,397,000   5,656,000    2,980,000 
   Interest income             1,439,000   1,591,000    2,275,000 

   Corporate expenses         (2,212,000) (2,233,000)  (2,106,000)
   Interest expense             (287,000)   (424,000)    (651,000)
   Operating profit          $ 2,337,000 $ 4,590,000  $ 2,498,000 





















                                    - 58 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   12.  Business Segments (continued)

                                              Depreciation
                               Identifiable        and            Capital  
                                  Assets      Amortization     Expenditures
   1994

     Livestock                    5,310,000        276,000          336,000
     Farming                      7,347,000        395,000          993,000
     Oil and minerals               179,000          3,000              ---
     Commercial and land use      2,226,000        132,000          801,000

     Corporate                   29,858,000        100,000           49,000
   Total                         44,920,000        906,000        2,179,000


   1993
     Livestock                    4,364,000        242,000          203,000
     Farming                      8,000,000        381,000          873,000

     Oil and minerals               187,000          5,000              ---
     Commercial and land use      1,699,000        190,000          320,000
     Corporate                   32,861,000         98,000           45,000

   Total                         47,111,000        916,000        1,441,000

   1992
     Livestock                    4,565,000        217,000          222,000

     Farming                      6,944,000        377,000          372,000
     Oil and minerals               163,000          5,000              ---
     Commercial and land use      1,684,000        122,000          652,000

     Corporate                   32,373,000        100,000           39,000
   Total                         45,729,000        821,000        1,285,000


   Intersegment  sales  are  not  significant.    Segment profits are total
   revenues  less  operating  expenses,  excluding  interest  and corporate
   expenses.    Identifiable assets by segment include both assets directly
   identified  with those operations and an allocable share of jointly used
   a s s ets.    Corporate  assets  consist  primarily  of  cash  and  cash
   equivalents,  refundable  and deferred income taxes, land and buildings.
   Land  is  valued  at cost for acquisitions since 1936.  Land acquired in
   1936, upon organization of the Company, is stated on the basis (presumed
   to be at cost) carried by the Company's predecessor.



                                    - 59 -





                       Tejon Ranch Co. and Subsidiaries

            Notes to Consolidated Financial Statements (continued)

   13.  Unaudited Quarterly Operating Results

   The  following  is a tabulation of unaudited quarterly operating results
   for  the  years  indicated  (in  thousands  of dollars, except per share
   amounts):

                                  Segment       Net      Earnings  
                        Total      Profit      Income    (Loss)    
                        Revenue(1) (Loss)      (Loss)   Per Share  
   1994

     First quarter       $1,383    $ (246)    $ (267)     $(.02)   
     Second quarter       5,200       996        441        .03    
     Third quarter        1,827       ---       (153)      (.01)   

     Fourth quarter       8,472     2,647      1,506        .12    
                        $16,882    $3,397     $1,527       $.12    
   1993                           

     First quarter      $ 1,523    $ (116)    $   44       $.00    
     Second quarter       5,295     1,125        543        .04    
     Third quarter        1,844        62       (139)      (.01)   

     Fourth quarter      10,807(2)  4,585(2)   2,524(2)     .20(2) 
                        $19,469    $5,656     $2,972       $.23    


   (1)  Includes interest income.

   (2)  Includes  recognition  of a $1,054,000 ($632,000 after tax, or $.05
        per share) refund from a local water district.

   14.  Subsequent Event

   During  January  1995,  a  portion  of  Registrant's  farming operations
   suffered  damages  as a result of high winds that were associated with a
   series   of  winter  storms.    Nearly  all  of  the  loss  occurred  in
   Registrant's  producing  almond  orchards.    Approximately 200 acres of
   trees  were  uprooted  by a combination of high winds and saturated soil
   conditions  due  to  heavy  rainfall.    The lost trees represent 23% of
   Registrant's  mature,  almond  producing  orchards.   As a result of the
   s t orm  damage,  Registrant  will  record  a  charge  net  of  tax,  of
   approximately $240,000 against earnings of the first quarter of 1995.






                                    - 60 -





                                 EXHIBIT INDEX

   3.   Exhibits:

             3.1 Restated Certificate of Incorporation              *

             3.2 By-Laws                                            *

             10.1 Water Service Contract with Wheeler Ridge-Maricopa
                    Water Storage District (without exhibits), amendments 
                     originally filed under Item 11 to Registrant's Annual
                     Report on Form 10K                             61

             10.2 Tejon Ranch Co. Stock Option Agreement            72

             10.3 Lease agreement for Mr. San Olen                  80
                                                           
             22 List of subsidiaries of Registrant                  82

             27 Financial Data Schedule (Edgar)                     83

        (b)  Report on Form 8-K filed during the last quarter of the period
             covered by this report:

             None.

        (c)  Exhibits
        
        *    This  document,  filed with the Securities Exchange Commission
             in  Washington  D.C.  (file  number  1-7183)  under Item 14 to
             Registrant's  Annual  Report  on  Form  10-K  for  year  ended
             December 31, 1987, is incorporated herein by reference.

        (d)  Financial  Statement Schedules -- The response to this portion
             of Item 14 is submitted as a separate section of this report.


















                                    - 61 -





   RECORDING REQUESTED BY

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389

   WHEN RECORDED MAIL TO

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389



                 WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT

                              CONTRACT AMENDMENT
                          CHANGE IN DESIGN CRITERIA,
              CLASS OF SERVICE AND DATE OF INITIATION OF SERVICE
                               CONTRACT NO. 124

   THIS  AGREEMENT  is  entered into on the date hereafter set forth by and
   between  WHEELER  RIDGE-MARICOPA  WATER  STORAGE  DISTRICT, a California
   Water  Storage  District,  hereafter  called  "District" and TEJON RANCH
   COMPANY, a California Corporation, hereafter called "Tejon."


                                R E C I T A L S


   1.   Tejon  and District have executed a Water Service Contract entitled
        "Contract  Between     Weeler Ridge-Maricopa Water Storage District
        and  Tejon  Ranch  Company  for  Agricultural  Water  Service dated
        January 12, 1970, and recorded January 20, 1970, in Book 4358, Page
        858 of Official Records of Kern County.

   2.   Said  Contract provides among other things, for the construction of
        Distribution  System facilities by District to serve lands of Tejon
        as   described  therein,  said  facilities  to  be  constructed  in
        accordance  with design criteria for the class of service set forth
        in the Contract.

   3.   Tejon  has requested that for the lands designated in said contract
        as being in the Sl982 category of service, the following changes be
        made:

         a.  The  design  criteria  with  respect  to location of turnouts,
             system  capability for delivery of water, and delivery head be
             modified.


                                    - 62 -





        b.   Water Service be initiated to a portion of the above described
             area in 1980.

   4.   District  has  determined  that the changes are consistent with the
        District's  adopted  project  and that the cost of facilities to be
        constructed  as  a  result  of said request will be of no more cost
        than  the  facilities which would be required to provide service as
        set  forth  in  the  contract,  and  hence will have no detrimental
        effects  on  other  landowners  within the District's Surface Water
        Service  Area provided the conditions hereinafter set forth in this
        Agreement prevail.


                               A G R E E M E N T


   NOW THEREFORE, it is agreed by the parties hereto as follows:

   1.   The  parties  hereto  hereby  amend  said Water Service Contract by
        substituting  Exhibit  "A"  hereto,  Sheets  1  through  5  for the
        following sheets of Exhibit "A" of said Contract:  198 through 201;
        218 through 225; 238 through 241; 246 through 253; 258 through 261;
        278  through  281.   The purpose of this amendment is to define the
        class  of  service  of  said  lands,  identify the locations of the
        turnouts,  set  forth  the  maximum rate of deliveries, provide for
        change  in time of initiation of service and for special conditions
        for  prorate  in  time of shortage.  The lands described on Exhibit
        "A"  hereto are in accordance with the Parcel Map No. 3338 Recorded
        January 17, 1977, in Book 17 of Maps at Page 78.

   2.   Design criteria to be used for the system to be constructed will be
        in accordance with the District's adopted design criteria except as
        the same is mended in the following particulars:

        a.   Turnouts  will  be located at other than the high point of the
             parcel  of land served thereby and at the approximate location
             described in Exhibit "A" hereto.

        b.   The  design  will  provide  for a system capable of delivering
             seven  (7)  gallons per minute per acre to all lands described
             in Exhibit "A" hereto.

        c.   There  will  be  no  minimum  delivery head established at the
             turnouts.

        d.   Standard  District  metering assemblies will be utilized.  Ten
             (10)  inch  meters will be installed at Turnouts 13B-1, 13B-2,
             13B-3,  13B-4,  13B-5, 13B-6, 13B-7 and 13B-8.  Eight (8) inch
             meters  will  be installed at Turnouts 13B-10 and 13B-ll.  Six
             (6)  inch  meters  will be installed at Turnouts 13B-9, 13B-12
             and 13B-13.


                                    - 63 -





   3.   For  the  purposes  of  computing Contract Water Charges, all lands
        described  on  Sheet 1 of Exhibit "A" attached hereto and all lands
        described  on Sheet 4 of Exhibit "A" hereto will each be considered
        in  separate  categories  of  service  from  other lands within the
        Surface Water Service area of the District.

   4.   Nothing  in  this  agreement  is  intended  to increase or decrease
        either  the  total number of acres included in said contract or the
        total  contract  amount  of  water  included  therein  except for a
        deduction  in  area  totaling  2.26 acres and 7 acre-feet caused by
        minor  variations  in land area between those shown in the contract
        and those set forth in the Parcel Map.

   5.   Tejon  Ranch  Company  accepts all risks of timing of construction.
        The  District  has  the  right  to  abandon  the  project  if it is
        determined  unreasonable  from  a  timing  standpoint  for  reasons
        i n c l uding  State's  refusal  to  approve  siphon  turn-outs  or
        unavailability of equipment.

   6.   The Construction works to serve the lands described its Exhibit "A"
        hereto  are  to  be  funded through a combination of remaining bond
        funds  and  District's  general  fund  at an interest rate based on
        earnings  of the District's general fund for the portion so funded,
        and  with full power of the District Board to refund the project at
        any time to repay the general fund advance up to the whole thereof.

   7.   The  lands  described in Exhibit "A" hereof prior to 1982 shall not
        be  included  in  any  prorate  of  water for contract lands during
        periods  of  shortage;  provided,  in such event the District shall
        relieve  said  lands  of  charges  arising  under the Water Service
        Contract  except  for  bond  debt  service  which shall be deterred
        prorata for not to exceed five (5) years for any year the system is
        not utilized; the operating reserve fund which shall be paid during
        years of system use; and the special service charges which shall be
        paid  on a current basis.  In 1982 and thereafter, said lands shall
        have  the same priority for water service as any other lands in the
        Surface Water Service area of the District.

                                 Date of Execution:

                                 March 14, 1979


   APPROVED AS TO FORM:
                                 WHEELER RIDGE-MARICOPA WATER
                                    STORAGE DISTRICT
   YOUNG, WOOLDRIDGE, PAULDEN
      AND SELF

                                 By:
   By:                                JERRY L. CAPPELLO, President
        A.C. PAULDEN

                                    - 64 -





   Date:                              By:
                                      WILLIAM E. MOORE, JR., SECRETARY

                                 WATER USER:

                                 TEJON RANCH COMPANY



                                 By:


                                 By:








































                                    - 65 -





   RECORDING REQUESTED BY

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389

   WHEN RECORDED MAIL TO

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389




                 WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT

                              CONTRACT AMENDMENT
                          CHANGE IN DESIGN CRITERIA,
              CLASS OF SERVICE AND DATE OF INITIATION OF SERVICE
                               CONTRACT NO. 124



   THIS  AGREEMENT is entered into on the date hereinafter set forth by and
   between  WHEELER  RIDGE-MARICOPA  WATER  STORAGE  DISTRICT, a California
   water  storage  district, hereinafter called "District", and TEJON RANCH
   COMPANY, a California corporation, hereinafter called "Tejon".


   1.   Tejon  and District have executed a Water Service Contract entitled
        "Contract between Wheeler Ridge-Maricopa Water Storage District and
        Tejon  Ranch  Company for Agricultural Water Service" dated January
        12,  1970, and recorded January 20, 1970, in Book 4358, Page 858 of
        Official Records of Kern County.

   2.   Said  Contract provides among other things, for the construction of
        Distribution  System facilities by District to serve lands of Tejon
        as   described  therein,  said  facilities  to  be  constructed  in
        accordance  with design criteria for the class of service set forth
        in the Contract.

   3.   Tejon  had requested that for the lands designated in said contract
        as being in the S1982 category of service, the following changes be
        made:

        a.   The  design  criteria  with  respect  to location of turnouts,
             system  capability  for delivery of water and delivery head be
             modified.


                                    - 66 -





        b.   Water service be initiated to a portion of the above described
             area in 1980.

   4.   Said Contract was amended to reflect those items mentioned above by
        Contract  amendment  entitled  "Change in Design Criteria, Class of
        Service  and  Date  of Initiation of Service" dated March 14, 1979,
        and  recorded  March 20, 1979,  in Book 5183, Page 1742 of Official
        Records of Kern County.

   5.   Tejon has now requested that water service to the remaining portion
        of  the lands included in the above-mentioned contract amendment be
        initiated  in  1981,  and  has requested certain additional changes
        with respect to location of turnouts and turnout service areas.

   6.   District  has  determined  that the changes are consistent with the
        District's  adopted  project  and that the cost of facilities to be
        constructed  as  a  result  of said request will be of no more cost
        than  the  facilities  which would be required to provide srvice as
        set  forth  in  the  contract,  and  hence will have no detrimental
        effects  on  other  landowners  within the District's Surface Water
        Service  Area provided the conditions hereinafter set forth in this
        agreement prevail.


                               A G R E E M E N T

   1.   The parties hereto hereby further amend said Water Service Contract
        by substituting Exhibit "A" hereto, Sheets 1 through 6, for Exhibit
        "A"  of  Amendment  dated  March  14,  1979.    The purpose of this
        amendment  is  to futher define the class of service of said lands,
        identify  the locations of the turnouts, set forth the maximum rate
        of deliveries, provide for change in time of initiation of service,
        and  for  special  conditions for prorate in time of shortage.  The
        lands  described  on  Exhibit "A" hereto are in accordance with the
        Parcel Map No. 3338 recorded January 

   2.   Design criteria to be used for the system to be constructed will be
        in accordance with the District's adopted design criteria except as
        the same is amended in the following particulars:

        a.   Turnouts  will  be located at other than the high point of the
             parcel of land served thereby and at the approximate locations
             described in Exhibit "A" hereto.

        b.   The  design  will  provide  for a system capable of deliveries
             seven  (7)  gallons per minute per acre to all lands described
             in Exhibit "A" hereto.

        c.   There  will  be  no  minimum  delivery head established at the
             turnouts.



                                    - 67 -





        d.   Standard District metering assemblies will be utilized.  Meter
             sizes will be as shown on Exhibit "A" hereto.

   3.   For  the  purposes  of  computing Contract Water Charges, all lands
        described  on Sheets 1 and 4 of Exhibit "A" attached hereto will be
        considered  as  a  single  category  of  service  but as a separate
        category  of  service  from  other  lands  within the Surface Water
        Service Area of the District.

   4.   Nothing  in  this  agreement  is  intended  to increase or decrease
        either  the  total number of acres included in said contract or the
        total contract amount of water included therein.

   5.   Tejon  Ranch  Company  accepts all risks of timing of construction.
        The  District has the right to abandon the project, either in whole
        or  in  part,  if  it  is  determined  unreasonable  from  a timing
        standpoint  for reasons including State's refusal to approve siphon
        turnouts or unavailability of equipment.

   6.   The  construction works to serve the lands described in Exhibit "A"
        hereto  are  to  be  funded through a combination of remaining bond
        funds  and  District's  general  fund  at an interest rate based on
        earnings  of the District's general fund for the portion so funded,
        and  with full power of the District Board to refund the project at
        any time to repay the general fund advance up to the whole thereof.

   7.   The lands described in Exhibit A" hereof prior to 1982 shall not be
        included  in any prorate of water for contract lands during periods
        of  shortage;  provided,  in  such event the District shall relieve
        said  lands  of  charges  arising  under the Water Service Contract
        except  for  bond  debt service which shall be deferred prorata for
        not  to  exceed  five  (5)  years  for  any  year the system is not
        utilized;  the  operating  reserve  fund which shall be paid during
        years of system use; and the special service charges which shall be
        paid  on  a current basis. In 1982 and thereafter, said lands shall
        have  the same priority for water service as any other lands in the
        Surface Water Service Area of the District.

   8.   This  contract  amendment  supersedes  the contract amendment dated
        March  14, 1979, recorded March 20, 1979, in Book 5183 at Page 1742
        of  Official Records of Kern County mentioned in the fourth recital
        hereto.  The  terms conditions of the contract mentioned in recital
        one hereof shall remain in full force and effect except as the same
        may  be  expressly  amended by Paragraphs one through seven of this
        Agreement.

                                 Date of Execution:

                                 March 14, 1979


   APPROVED AS TO FORM:

                                    - 68 -





                                 WHEELER RIDGE-MARICOPA WATER
                                    STORAGE DISTRICT
   YOUNG, WOOLDRIDGE, PAULDEN
      AND SELF

                                 By:
   By:                                JERRY L. CAPPELLO, President
        A.C. PAULDEN

   Date:                              By:
                                      WILLIAM E. MOORE, JR., SECRETARY



                                 WATER USER:

                                 TEJON RANCH COMPANY



                                 By:


                                 By:





























                                    - 69 -





   Recording Requested by:

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT, a California
   water storage district, as
   Official Business

   When Recorded Mail to:

   WHEELER RIDGE-MARICOPA
   WATER STORAGE DISTRICT
   Post Office Box 9429
   Bakersfield, CA 93389

   RECORD AS A LIEN ON REAL PROPERTY




                WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT ASSUMPTION
                 AGREEMENT AND CONSENT TO TRANSFER OF INTEREST OF WATER
               USER RESULTING FROM TRANSFER OF REAL PROPERTY SUBJECT TO A
              CONTRACT FOR AGRICULTURAL WATER SERVICE (CONTRACT NO. 124D)



   THIS  AGREEMENT  is  entered  into  on  the  date hereinafter set forth,
   between  WHEELER  RIDGE-MARICOPA  WATER  STORAGE  DISTRICT, a California
   water  storage  district, hereinafter called "District", and TEJON RANCH
   COMPANY, a California Corporation, hereinafter called "Water User".


                                R E C I T A L S


   1.   Description:     The real property mentioned herein is that certain
        real  property  located  in the unincorporated area of Kern County,
        California,  described  in  Exhibit  "A"  hereto,  which exhibit is
        incorporated herein by this reference.

   2.   Water  Service  Contract:      The  Contract  affected  hereby  and
        incorporated   herein  by  this  reference  is  identified  by  the
        following particulars: Dated January 20, 1970, recorded January 20,
        1970,  in Book 4358, Pages 858 et seq., of Official Records of Kern
        County, California; as modified by Agreement dated January 12, 1971
        and recorded February 16, 1971, in Book 4487, Page 426, et seq., as
        amended  by  Contract Amendment dated May 12, 1976, and recorded in
        Book  4955,  Page  1964, et seq., by and between District and Tejon
        Ranch Company, a California corporation.

   3.   Interest   Acquired  Subject  to  Water  Service  Contract:      By
        instrument  dated  January 11, 1980, recorded January 14, 1980 , at

                                    - 70 -





        the  Office  of  the County Recorder of Kern County, California, in
        Book  5257, Page 2356 , Water User acquired an interest in the real
        property  described  herein  which  is  subject  to  the  terms and
        provisions of said Water Service Contract and amendments.

   4.   Representations:      Each party hereto is fully informed as to all
        the  terms  and  provisions of said Contract and amendments; to the
        extent  and  nature  of the obligations presently due and to become
        due  by  reason  thereof;  all current Rules and Regulations of the
        District  to which said Contract and amendments are subject and all
        things  and  matters  on  file  with  the District and/or of public
        record regarding the performance of said Contract.

   5.   Purpose:    The parties wish to declare the effect or such transfer
        of  interest  and to provide written consent of the District to the
        assignment of the rights and obligations resulting therefrom

   6.   As  used  herein  slngular  includes  plural  and  masculine gender
        includes the feminine.



                ASSUMPTION AGREEMMENT AND CONSENT TO ASSIGNMENT


   1.   Water  User  herein  acknowledges  that  his  interest  in the real
        property  described  in  Exhibit  "A"  hereto  is subject to a lien
        created  by  said  Contract  and amendments, in accordance with the
        particulars  mentioned in Exhibit A hereto and does expressly grant
        to  District  a  lien against said real property to the same extent
        and  effect  as  though  Water User owned said real property at the
        time  of execution of said Contract and amendments and had executed
        said Con-tract and amendments as a Water User at the outset.

   2.   Water  User herein does hereby assume and agrees to perform all the
        obligations  of  Water  User  as  set  forth  in  said Contract and
        amendments  to  the same extent and effect as though Water User had
        executed  said  Contract  and  amendments  as  a  Water User on the
        effective   date  thereof  in  accordance  with  the  par  ticulars
        mentioned in Exhibit "A" hereto.

   3.   District  accepts  said  assignment  resulting from the transfer of
        interest   in  the  real  property  herein  referred  to  and  does
        acknowledge  that  it  is obligated to said real property and Water
        User  hereby  to  the  same  extent and manner as it was under sard
        Contract  and  amendments  prior  to  the  date hereof. The parties
        hereto  acknowledge  that  nothing  in  this  instrument  is  to be
        interpreted as waiving any of the rights of the District under said
        Water  Service  Contract  or  any  interest  it  now  has under its
        existing  lien rights in said real property and further acknowledge
        t h a t   District  is  not  to  be  bound  by  any  understanding,
        representation  or  agreement,  other  than  a written agreement to

                                    - 71 -





        which  the  District  has  given its written consent, between Water
        User  herein  and  any  of its predecessors in interest in the real
        p r o perty  affected  hereby  regarding  the  performance  of  the
        obligations  under  said  Water  Service  Con-tract and amendments,
        including  but  not  limited to, any such matters regarding payment
        for current obligations arising from said Contract and amendments.

   4.   It  is  expressly  understood that by the execution hereof District
        makes no representation that the obligations due District by reason
        of  said  Contract  are  current  and/or  any other representation,
        either express or implied, other than those which are expressly set
        forth herein.


   DATED:

                                 WHEELER RIDGE-MARICOPA
                                   WATER STORAGE DISTRICT


                                 By
                                      President

                                 By
                                      Secretary


   Approved as to form on

   YOUNG, WOOLDRIDGE, PAULDEN AND SELF


   By
        Attorneys for District


                                 WATER USER:

                                 TEJON RANCH CO.


                                 By:











                                    - 72 -





                                 EXHIBIT 10.2
                                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; and

             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") has 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 herein.

             NOW, THEREFORE, in consideration of the foregoing recitals and
   the covenants set forth herein, the parties hereto hereby agree as
   follows:

             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, which Exercise
   Price shall not be less than the Fair Market Value (as defined below) of
   the Option Shares on the Date of Grant.  The Option shall not be
   exercisable until on or after the Vesting Date indicated below, 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 Date:                         




                                    - 73 -





                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 -0-.

                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
   Section 3(a)(iii), 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

                                    - 74 -





   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
   death of Permanent Disability (as hereinafter defined) of Optionee,
   then:
                               (1)  the Option shall terminate on the
                first anniversary of the date of such Termination of
                Employment or the Expiration Date, whichever is earlier,
                and
                               (2)  if the Option has not become
           exercisable the Option shall be exercisable during the one-year
           or shorter period referred to in (1) above by Optionee or, in
           the event of death or a Permanent Disability involving the
           appointment of a guardian, custodian or other similar personal
           representative, the person or persons to whom Optionee's rights
           under the Option shall have passed by will or by the applicable
           laws of descent or distribution or as a result of any such
           appointment, but
                                    (A)  only if the Optionee had
                     completed one full year of employment with the
                     Company after the Date of Grant and prior to the date
                     of Termination of Employment, and
                
                                    (B)  only as to that portion of the
                     number of shares subject to the Option equal to the
                     number of full years of employment completed during
                     the period referred to in (A) above divided by 10.

                "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.



                                    - 75 -





                     (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.

                     (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
   "Terminating Event") (even if such Terminating 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.



                                    - 76 -





                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 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

                                    - 77 -





   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,
   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.



                                    - 78 -





                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.

                     (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

                                    - 79 -





   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 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.  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:                                                                    

      Jack Hunt                               Signature
      President
                                                                           
                                              Mailing Address

                                                                           
                                              City, State and Zip Code

                                                                           
                                              Social Security Number

                                    - 80 -





                                 EXHIBIT 10.3

                       LEASE AGREEMENT FOR MR. SAN OLEN


           Donald Haskell ("Haskell") leases to Tejon Ranchcorp, a
   California corporation ("Tejon"), and Tejon leases from Haskell, the
   horse known as Mr. San Olen, on the terms stated below.

           1.                                 Lease Term.  The initial
   term of this lease shall be from December 1, 1993, through December 31,
   1995.  Tejon is granted the option to extend the term of this lease for
   two (2) periods of three (3) years each.  Tejon may exercise such
   options by delivering notice to Haskell by November 30 of the year in
   which the lease term would otherwise expire.

           2.                                 Rent.  The rent during the
   initial and option terms shall be Five Thousand Dollars ($5,000) per
   year, payable on or before January 15 of each year.  December 1993 shall
   be rent-free.  If a succeeding lease is desired by the parties, the
   rental will be renegotiated at that time.

           3.                                 Insurance.  Tejon shall
   purchase and maintain at all times during the lease term an insurance
   policy with terms standard in the horse breeding industry insuring
   against the death of or injury to Mr. San Olen.  Haskell shall reimburse
   Tejon on demand for one-half of the cost of such policy.  The initial
   policy amount shall be Thirty Five Thousand Dollars ($35,000); this
   amount shall be adjusted annually around December of each year, as the
   parties shall reasonably agree, to reflect any increase or decrease in
   the value of Mr. San Olen based on the performance of his foals. 
   Haskell shall be named as loss payee of this policy and shall own all
   insurance proceeds.  Haskell agrees that his sole remedy in the event of
   the death of or injury to Mr. San Olen is limited to recovery of the
   insurance proceeds from the policy described above, provided that such
   policy is currently paid and in conformance with this paragraph, and
   waives any right to recover any other or additional sums against Tejon.

           4.                                 Duty of Care.  Tejon shall
   care for Mr. San Olen in the same manner as it would for any horse of
   his caliber.  In particular, when stabled at Tejon Ranch, Tejon shall
   keep Mr. San Olen in a stall and exercise him regularly on a hot-walker
   and/or ride him.

           5.                                 Use.  Tejon plans that Mr.
   San Olen will be used as follows: he will stand at stud at the Oswood
   Stallion Station from approximately February 1 to July 1 of each year
   and will return to Tejon Ranch on or about July 1 of each year, all
   commencing in 1994; he will idle from July through January while he is
   at Tejon Ranch; he will not be shown; Tejon will decide which of its
   mares and outside mares will breed with him and will pay all costs
   associated with doing so; and Tejon will pay any advertising and

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   promotional costs and any incentive payments to horse shows that Tejon
   elects to incur.  Tejon may change this plan of using Mr. San Olen with
   Haskell's consent, which shall not be unreasonably withheld.

           6.                                 Governing Law.  This lease
   shall be governed by and construed in accordance with the laws of the
   State of California.

           This lease is executed as of November 15, 1993.




   ______________________________
   Donald Haskell


   Tejon Ranchcorp, 
   a California corporation



   By:___________________________
      Matt Echeverria, 
      Vice President




























                                    - 82 -





                                  EXHIBIT 22




   (22) Subsidiaries of Registrant
        A. Registrant:  Tejon Ranch Co.
        B. Subsidiaries of Registrant
           a. Tejon Ranchcorp (100% of whose Common Stock is owned by
              Registrant);
           b. Laval Farms Corporation, formerly Tejon Agricultural
              Corporation (100% of whose Common Stock is owned by Tejon
              Ranchcorp);
           c. Tejon Farming Company (100% of whose Common Stock is owned by
              Tejon Ranchcorp);
           d. Tejon Marketing Company; (100% of whose Common Stock is owned
              by Tejon Ranchcorp);
           e. Tejon Ranch Feedlot, In. (100% of whose Common Stock is owned
              by Tejon Ranchcorp);
           f. White Wolf Corporation (100% of whose Common Stock is owned
              by Tejon Ranchcorp);
           g. Tejon Development Company; (100% of whose Common Stock is
              owned by Tejon Ranchcorp).

        C. Each of the aforesaid subsidiaries is included in Registrant's

   Consolidated Financial Statement set forth in answer to Item 14(a)(1)
   hereof.

        D. Each of the aforesaid subsidiaries was organized and
   incorporated under the laws of the State of California.

        E. Each of the aforesaid subsidiaries does business under its name,
   as shown.  Tejon Ranchcorp also does business under the names Tejon

   Ranch, Fireside Oak Co. and Grapevine Center.
        In addition to the foregoing, Laval Farms Limited Partnership,

   formerly Tejon Agricultural Partners, a California limited partnership,
   may be deemed to be a "subsidiary" of Registrant within the meaning of

   the Rules under the Securities Exchange Act of 1934 by reason of the
   fact that the sole general partner of said partnership is Laval Farms

   Corporation, a wholly-owned subsidiary of Registrant.








                                    - 83 -





                                  EXHIBIT 27

   Financial Data Schedule
   (amounts in thousands)

   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.

   Period-Type               12 mos.
   Fiscal-Year-End                    December 31, 1994
   Period-Start                         January 1, 1994
   Period-End                         December 31, 1994
   Cash                                              68
   Securities                                    23,718
   Receivables                                    2,125
   Allowances                                         0
   Inventory                                      3,128
   Current Assets                                30,262
   PP&E                                          26,473
   Depreciation                                (13,189)
   Total Assets                                  44,920
   Current Liabilities                            3,476
   Bonds                                              0
   Common                                         6,341
   Preferred Mandatory                                0
   Preferred                                          0
   Other SE                                      30,417
   Total Liability and Equity                     44,920
   Sales                                         16,882
   Total Revenues                                16,882
   CGS                                           12,046
   Total Costs                                   12,046
   Other Expenses                                 2,212
   Loss Provision                                     0
   Interest Expense                                 287
   Income Pretax                                  2,337
   Income Tax                                       810
   Income Continuing                              1,527
   Discontinued                                       0
   Extraordinary                                      0
   Changes                                            0
   Net Income                                     1,527
   EPS Primary                                      .12
   EPS Diluted                                      .12








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