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, 1995

                                          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 15, 1996
          was  $96,321,643  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 15, 1996 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  13,  1996,  relating  to the
          directors  and  executive officers of Registrant are incorporated
          by reference into Part III.

                                                       Total Pages -    62 
            
                                                  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.  

               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)

                                             1995         1994       1993  
          Revenues (1)

          Livestock                      $   7,492    $   6,030   $  5,850 
          Farming                            7,973        6,880      9,459 
          Oil and Minerals                   1,295        1,296      1,358 
          Commercial and Land Use            1,356        1,237      1,211 
          Segment Revenues                  18,116       15,443     17,878 
          Interest Income                    1,374        1,439      1,591 
          Total Revenues                 $  19,490    $  16,882   $ 19,469 

          Operating Profits

          Livestock                      $       2    $     549   $    641 
          Farming                            1,811        1,925      4,211 
          Oil and Minerals                   1,191        1,208      1,239 
          Commercial and Land Use             (830)        (285)      (435)
          Segment Profits (2)                2,174        3,397      5,656 
                                                                
          Interest Income                    1,374        1,439      1,591 
          Corporate Expense                 (2,389)      (2,212)    (2,233)
          Interest Expense                    (436)        (287)      (424)
          Operating Profits              $     723    $   2,337   $  4,590 

          Identifiable Segment
            Assets  (3)

          Livestock                      $   5,533    $   5,310   $  4,364 
          Farming                           10,370        7,347      8,000 
          Oil and Minerals                     258          179        187 
          Commercial and Land Use            2,713        2,226      1,699 
          Corporate                         26,329       29,858     32,861 

          Total Assets                   $  45,203    $  44,920   $ 47,111 
                                                                           

               (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,   1995,   Registrant's   cattle   herd   numbered
          approximately  13,773  of  which  approximately  6,169  head were
          stockers  and  the  remainder  were  in  the  breeding  herd.  At
          December    31,   1994,   Registrant's   cattle   herd   numbered
          approximately  13,272  of  which  approximately  6,047  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.

               Registrant continues to focus on improving the efficiency of
          i t s    livestock  operations  in  an  increasingly  competitive
          marketplace.    The quarter horse program will continue to direct
          its efforts to the improvement of Registrant's breeding mares and
          the  hosting  of competitive horse events to enhance the revenues
          of  that operation.  A 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.

               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  and  early  1995  surged  to  record  levels,  and with the
          cyclical  increase in beef cattle production, cattle prices began
          to fall. The continual erosion of the cattle market appears to be

                                        - 5 -





          following  its  normal  cycle and could possibly reach a cyclical
          low   in  late  1996  or  1997.    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.  The current cost
          of  lightweight  stocker  cattle are driven even lower due to the
          current situation of extremely tight supplies of grain.

               The  bright  spot  for  the  beef  industry is the continued
          increase in United States beef exports.  Total 1995 United States
          beef  exports are projected at $3.3 billion, up 20% from 1994 and
          the  seventh straight year of increases.  The top foreign markets
          for  United States beef have been Japan, Canada, Mexico and South
          Korea.    The industry achieved this increase in 1995 despite the
          collapse  of  the  Mexican  peso and the resultant elimination of
          most exports to Mexico.  

               Regulatory  requirements at all governmental levels continue
          to  raise  the  costs  of  operating  a  range  cattle operation.
          Ensuring  compliance  with various rules and testing requirements
          requires the use of more staff time, outside advisors and testing
          facilities.    

          Farming Operations

               In  the San Joaquin Valley, Registrant farms permanent crops
          including  the  following acreage: wine grapes - 1,528, almonds -
          1,192  pistachios - 730 and walnuts - 295.  In 1994, 300 acres of
          pistachio  trees  were  planted  with  the  first  full  year  of
          production  expected  in  1999.  During 1996, work has begun on a
          new farming development involving 240 acres of Registrant's land.
          The  new  farming development will consist of 80 acres of rubired
          grapes  and 160 acres of almonds.  In addition, the replanting of
          160  acres  of almonds destroyed by winds during January 1995 was
          completed  during  February  1996.    Some production is expected
          within  two  years  for the new grapes and within three years for
          the new almonds. Registrant's objective in planting new trees and
          grapes  is  to  offset  the  normal  yield  decline  as its older
          plantings  reach productive maturity and to improve revenues from
          the  farming  operations.    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. 

               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

                                        - 6 -





          obtaining  better  prices  through  marketing  arrangements  with
          handlers.   In 1995, almonds produced were sold to three domestic
          customers  or  handlers,  with  one  of  the  handlers  receiving
          approximately  54% 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 almonds to be held in reserve in order
          to  assist in the orderly marketing of the crop.  During 1995 and
          1993  the saleable percentage was set at 100% of the total almond
          crop.    For  1994, due to a record crop within California, a 10%
          reserve  was  set  by the Secretary of Agriculture.  This reserve
          was  released  for  sale during 1995 and is included in 1995 farm
          revenues.

               In  1995, Registrant's pistachios were sold to one customer.
          Registrant's  1995  walnuts  were  sold  to two customers, one of
          which  received  approximately  90% of the crop.  During 1995 all
          winegrapes were sold to one winery.

               Registrant's farming operations were hit very hard by winter
          storms  during  January  1995.  Near record rainfall and winds in
          excess  of  100  miles per hour uprooted approximately 23% of the
          Ranch's  886  acres  of mature almond orchards during the storms.
          The  remaining  crops - walnuts, pistachios, winegrapes and newly
          planted  almonds  were  unharmed  by  these  winds.  These storms
          affected  California's  entire  almond  industry,  not  only from
          uprooted  trees  and  flooded  fields  but also from hampered bee
          a c t i vity  needed  during  the  critical  pollination  period.
          Consequently,  the  State's almond crop was reduced to 50% of the
          1994  crop  and was the second lowest production year since 1986.
          Due  to  the short supply of almonds, prices increased which more
          than offset the revenue losses from the lower yields.  

               Grape yields increased when compared to 1994 production, and
          1994 was one of Registrant's best grape production years.  Prices
          for  grapes  sold  by  Registrant were at very good levels, which
          were  slightly higher than in 1994.  For 1995, almond yields were
          down  34% from the previous year; however, average prices will be
          up by some 65%.  With the almond crop being as short as it is, it
          should  be  sold  out during the spring of 1996, which places the
          industry  in  a  good position for strong sales and above average
          prices  for  the 1996 crop.  Pistachios were in the "off year" of
          their alternate bearing cycle with no substantial change in price
          as handlers have a sufficient inventory of nuts from the previous
          "on  year"  (1994)  to meet consumer demands.  The Company's 1995
          walnut  crop yields were as budgeted; however, statewide the crop
          was  10% below earlier expectations with quality below normal and
          smaller  sized  nuts.    The price is expected to be up from 1994

                                        - 7 -





          because  of  this  shortage.   In addition, supplies of competing
          nuts, primarily pecans, are down from last year.      

               Overall,  during  1995,  crop  revenues were somewhat higher
          than  expected,  given  the  loss  of almond trees during January
          1995.    See  "Management's  Discussion and Analysis of Financial
          Statements  and  Results  of  Operations."    Almond,  walnut and
          pistachio  demand  should  remain  good  during  1996.   Industry
          expectations  are  that  statewide  nut  crops  will improve when
          compared  to 1995.  It is anticipated that nut prices during 1996
          will  be flat to down, especially almonds, which sold at all time
          highs  during  1995.  Registrant has a three year contract with a
          winery  which  provides  a  fixed  price for its grape shipments.
          Registrant's  nut  crop markets are particularly sensitive to the
          size  of  each  year's world crop.  Large crops in California and
          abroad can rapidly depress prices.

               During  February  1996,  Registrant's  almond  orchards were
          impacted by winter storms.  The winter storms included heavy rain
          and  freezing  temperatures.    These  storms  arrived during the
          critical  bloom  and  pollination phase of the almond crop cycle.
          Due  to  the timing of these storms, almond crop production could
          be  negatively  affected.    Registrant's  other  crops  were not
          affected  by these storms.

               1995  was  an excellent water year with 100% of Registrant's
          water  entitlement being available from the State Water Contract.
          In addition, local rainfall received was 200% above normal, which
          allowed  local  mountain  streams  to  flow  throughout the year,
          allowing  Registrant  to capture and utilize this water to offset
          some  of the higher priced State Water Project water.  Because of
          the  abundant  water, Registrant was able to bank (percolate into
          the  underground)  some of its excess supply for future use.  The
          State  Department  of  Water  Resources has announced its initial
          1996  water  supply  at  100% of full entitlement notwithstanding
          below  normal  precipitation  in  the  early winter months.  This
          level of supply will cover all of the Company's farming needs.  

               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 is currently managing the
          winddown  of  the  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.    Registrant  will continue to manage Laval and receive a
          fee  until  certain cleanup work is completed.  (See "Laval Farms
          Limited Partnership," below.)



                                        - 8 -





               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  1993  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
          were to be sold.  As of March 8, 1996, all of the crop lands have
          been sold.

               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.

               During  1993  and  prior  years Laval provided equipment and
          d i r ect  labor  to  Registrant  in  connection  with  planting,
          development,  and  maintenance of permanent crops on Registrant's
          lands.  This arrangement ended at the beginning of 1994.  Amounts
          p a i d  by  Registrant  for  such  services  were  approximately
          $1,786,000 in 1993. 

          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,  1995,  approximately 9,645 acres were
          committed  to  producing  oil  and  gas  leases  from  which  the
          operators  produced  an  average  of approximately 494 barrels of
          oil,  276 MCF of dry gas, and 9 gallons of wet gas per day during
          1995.  Approximately 1,500 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 62, 131, and
          1 5 7   barrels  of  oil  per  day  for  1995,  1994,  and  1993,
          respectively.  Approximately 271 producing oil wells were located

                                        - 9 -





          on  the  leased  land as of December 31, 1995.  An additional 137
          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.  Low prices in the oil market
          have  been  a disincentive to exploratory leasing and drilling on
          Registrant's  lands.    No new wells were drilled on Registrant's
          lands  during  1995.    Certain    lessees  are planning "infill"
          drilling programs on Registrant's existing producing lands during
          1996. 

               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.  One positive event, which should help
          California crude oil prices in the long run, was the lessening of
          restrictions  on  export  of  Alaskan  produced  oil which became
          effective  during  1995.    For  years Alaskan crude oil has been
          tankered to California, which creates an over-supply situation in
          California.   This has resulted in California crude oil receiving
          prices  per  barrel  less  than  oil in other parts of the United
          States.    Registrant  has  seen  some  price improvement in Kern
          County during 1995.  

               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
          g o vernmental  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".



                                        - 10 -





               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.  

               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.  Such reactivation did not occur.  During
          1995,  the lessee notified Registrant of its intent not to extend
          the lease an additional five years.  Registrant has not been able
          to release this site as of March 1996.

          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 production 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.

          Commercial and Land Use

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

               The  Commercial  and  Land  Use  Division continues to focus
          s u bstantial  attention  on  additional  development  along  the
          Interstate  5  corridor.    The land planning process during 1995
          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  commercial  improvements  and  re-
          landscaping  along  the sixteen miles of frontage land Registrant
          owns along Interstate 5.  This program began during 1995.

                For 1995, commercial lease revenues increased due to higher
          traffic  counts  at the Grapevine Interchange and to the addition
          of  a fast food outlet at the Laval Road Interchange.  Within the
          commercial leasing area, Registrant is in direct competition with
          other  landowners  who  have  highway interchange locations along
          Interstate 5 within California.  

               Customers


                                        - 11 -





               During 1995, 1994 and 1993 the following customers accounted
          for  more  than 10% of Registrant's consolidated revenues: Golden
          State  Vintners,  a  purchaser  of grapes (18% in 1995 and 13% in
          1994  and  1993), Timmerman Cattle (26% in 1995), and E.A. Miller
          Cattle Co. (22% in 1994 and 13% in 1993).  
















































                                        - 12 -





          Employees

               At December 31, 1995, Registrant had 52 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, 1996, 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,
          R e gistrant  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 yet been selected,
          although  a  search  is ongoing.  During January 1996, Charles J.
          Berling  resigned  from Registrant to return to Colorado in order
          to pursue other business opportunities.

          Name                  Offices                    Held Since      
          Age

          Matt J. Echeverria Senior Vice President,      1987           45
                              Livestock and acting
                              Chief Executive Officer

          John A. Wood       Vice President, Farming     1978           58

          Dennis Mullins     Vice President, Public      1993           43
                              Affairs Secretary and                        
                              General Counsel
                                                                
          Allen E. Lyda      Vice President,             1990           38
                              Finance and Treasurer

          David Dmohowski    Vice President, Land        1991           48
                              Planning
                                                                           

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

               Mr.  Echeverria  has served as Vice President since 1987 and
          was elected Senior Vice President in 1995.

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

               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

                                        - 13 -





          Washington,  D.C.   From 1985 to January 1992, Mr. Mullins was an
          attorney  with  the  firm  of  Jones,  Day, Reavis & Pogue in Los
          Angeles.

               Mr. Lyda has been employed by Registrant since 1990, serving
          as Vice President, Finance and Treasurer.  
               
               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.  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
          t r ansmission  lines  for  electricity,  oil,  natural  gas  and
          communication systems cross Registrant's lands.

               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  Interstate  5  corridor and potential development
          opportunities available to Registrant in the next 20 to 25 years.
          This  planning  effort  was  completed  in  early  1994.  In 1995
          Registrant  conducted additional studies related to architectural
          standards,  landscape  design  and sign criteria for existing and
          f u t ure  commercial  uses  along  the  Interstate  5  corridor.
          Registrant  has    filed  a General Plan Amendment (GPA) covering
          approximately  2,600  acres located around its existing truckstop
          lease  just  south  of  the Interstate 5 and Highway 99 junction.

                                        - 14 -





          This  GPA  includes  a  mix  of  proposed  commercial  and  light
          industrial uses.  At present, however, Registrant has not filed a
          s p ecific  plan  with  any  governmental  jurisdiction  for  any
          additional  substantial  commercial or residential development of
          the  property.   Registrant expects the GPA to be approved during
          the  third  or  fourth  quarters  of  1996.    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.

               Approximately 250,000 acres of Registrant's land are 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
          d e velopments  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.    Since  the  prospects and timing of residential
          p r o jects  are  dependent  on  market  demand,  no  significant
          residential   development  is  contemplated  in  the  near  term.
          Registrant is evaluating the environmental and regulatory factors
          t h a t  might  affect  its  ability  to  secure  value-enhancing
          entitlements for potential land development.  The results of this
          e v aluation  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
          w e st  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.  Registrant
          is  actively monitoring regional planning issues and continues to
          develop  its liaison with Los Angeles County government and other
          r e gulatory  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 substantial amount of

                                        - 15 -





          future residential development.  In 1995, Registrant effected the
          transfer  of 4,121 acre feet of entitlement from the agricultural
          water district that serves its San Joaquin Valley farmlands to an
          urban  water  district controlled by Registrant.  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.    Portions of the property also have
          a v ailable  ground  water  sufficient  to  support  low  density
          development.  
               
               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 completed negotiations with
          a  company  concerning  the  construction of a major oil pipeline
          over the Ranch during December 1995.  The pipeline will follow an
          alignment of other oil pipelines which are along the Interstate 5
          corridor.    Final governmental approval has not been received by
          the  pipeline  company, and as a result the start of construction
          may  not  begin until 1997 or later, if ever.  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.    

               Existing long-term contracts with the Wheeler Ridge-Maricopa
          Water  Storage  District  ("Wheeler  Ridge")  provide  for  water
          deliveries from the California State Water Project ("Project") to
          c e rtain  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

                                        - 16 -





          exported  water  from  the  Sacramento-San  Joaquin  River  Delta
          ("Delta")  to  protect  allegedly  endangered species and improve
          water  quality  in  the  Delta.  Reserving water flowing into the
          Delta for environmental purposes (which water then flows into the
          San Francisco Bay and is unavailable for beneficial use) has been
          required.     Existing  U.S.  Fish  &  Wildlife  Service  ("FWS")
          regulations    restrict  the export of water south of the Delta. 
          Additional restrictions on water exports could be adopted related
          to  the  proposed listing of the Sacramento splittail (a fish) as
          an  endangered  species  and  the  recent designation of critical
          habitat for the Delta smelt.  However, the impact of these events
          has  been  postponed  because Congress has placed a moratorium on
          new  endangered  species  listings,  and  FWS issued a biological
          opinion  of  non-jeopardy  for  the  Delta smelt, which permitted
          issuance  of  an  incidental take permit for the smelt permitting
          operation  of  Delta  facilities  in  compliance with the interim
          agreement  described  below.    In  1995,  the U.S. Environmental
          Protection  Agency  withdrew  its order restricting Delta exports
          (issued  in  order  to  keep  salinity  levels in the Delta below
          certain  levels)  because the State Water Resources Control Board
          i s s u e d  Delta  water  quality  standards  that  met  federal
          requirements.    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, which water
          would  otherwise  be  available  for  beneficial use by state and
          federal  water  project  participants.    However,  there  is  no
          assurance that this interim agreement will be made permanent, and
          it  could  be  unwound  before its term expires because of a suit
          filed on a related matter.

               Registrant's  total  water entitlements substantially exceed
          its  permanent  crops  needs.    The  100% allocation made by the
          Project  to  the Kern County Water Agency, of which Wheeler Ridge
          is  a  sub-unit, should cause deliveries from Wheeler Ridge to be
          sufficient  for  Registrant's  1996 crops.  Longer term, however,
          year-to-year  uncertainty  of  the  water  supply and potentially
          higher  costs for water may jeopardize the financial viability of
          Wheeler  Ridge  by forcing marginal operators out of business and
          shifting  a  greater  portion  of the financial burden imposed by
          long  term  fixed  costs and defaulted water assessments 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.   These effects will be mitigated if the set of agreements
          among  the  State  and  all  Project  water  users  known  as the
          "Monterey  Agreement"  become effective.   The Monterey Agreement
          has  been  signed  but  its  effective date has been postponed by
          litigation  under  the California Environmental Quality Act.  The

                                        - 17 -





          Monterey  Agreement would improve the reliability of water supply
          to  agricultural  users  in  drought years, and would improve the
          financial viability of Wheeler Ridge and similarly situated water
          d i stricts  by  allowing  for  the  sale  of  substantial  water
          entitlements to urban users.

               Registrant's  contracts  with  Wheeler Ridge, as of December
          31,  1995, provide for annual water entitlements to approximately
          5,488  acres of Registrant's lands.  Existing Wheeler Ridge 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 Wheeler Ridge
          fixed costs, whether or not water is used or available.  Payments
          made   under  these  contracts  in  1995  by  Registrant  totaled
          approximately $1,109,000.  

               I n    1995,  Registrant  transferred  4,021  acre  feet  of
          entitlement  from  Wheeler  Ridge  to Tejon-Castac Water District
          ( " T C WD"),  which  lies  entirely  within  the  boundaries  of
          R e g istrant's  lands.    TCWD  contributed  900  acre  feet  of
          entitlement  to  the  newly  formed  Kern Water Bank Authority in
          order to join the Authority and obtain water banking rights.  The
          Kern Water Bank provides Registrant with a supplemental source of
          water  for  agricultural  and  development uses in drought years.
          Registrant's  investment  in the Kern Water Bank could be unwound
          if  the  Monterey  Agreement, of which the formation of the water
          bank  is  a  part,  fails  to  become  effective   due to pending
          litigation  or otherwise.  The remaining 3,121 acre feet retained
          by  TCWD  are  now more directly under the control of Registrant,
          and would be available for future development purposes in the San
          Joaquin  Valley or in other areas of the Ranch.  This water could
          also  be used for farming purposes in the same manner it was used
          before  the  transfer  with  the consent of Wheeler Ridge and the
          Kern County Water Agency.
                             
               L a n ds  benefiting  from  Wheeler  Ridge  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 Wheeler Ridge bonds issued to
          finance  construction  of  water  distribution  facilities.  Lien
          enforcement  can  involve foreclosure of the lands subject to the
          liens.    These  liens  will  be  enforced  only if Wheeler Ridge
          revenues  from  water contracts and other regular revenue sources
          are  not  sufficient  to  meet  Wheeler  Ridge obligations.  Lien
          assessments  are  levied  by  Wheeler  Ridge  based  on estimated
          benefits  to  each  parcel of land from the water project serving
          the land.  Lands belonging to Registrant are presently subject to
          such  contingent  liens  totaling  approximately $867,000.  Since
          commencement  of  operations  in  1971,  Wheeler  Ridge  has  had
          sufficient  revenues  from  water  contract  payments  and  other
          service  charges  to  cover  its  obligations  without  calls  on
          assessment  liens,  and Wheeler Ridge has advised Registrant that

                                        - 18 -





          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  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.    National  and  its  subtenant,  Systech
          E n v ironmental   Corporation,   ("Systech"),   currently   burn
          supplemental fuels in the cement plant located on the land leased
          from Registrant.  While National's and Systech's permits to do so
          have  expired,  they  have  been  permitted  to  continue burning
          hazardous  waste  as  fuel  at  the  cement plant pending a final
          decision on their permit renewal applications.

               In  1994, the U.S. Environmental Protection Agency ("USEPA")
          denied National's application for a renewal of its permit to burn
          supplemental  fuels  due to the lack of a proper certification of
          t h e  application.    USEPA  required  that  Registrant  sign  a
          certification  in the exact form specified in USEPA's regulations
          even  though  under the facts of the case, Registrant was legally
          precluded  from  doing  so.   National appealed the denial of its
          permit  application  to the Ninth Circuit Court of Appeals, which
          in  1995  ruled  in  favor  of  National.   The Court held that a
          certification  with  modified language that Registrant had signed
          was  sufficient as it accomplished the legitimate purposes of the
          federal regulation at issue.  The Court ordered USEPA to consider
          National's  permit on the merits.  National has since updated its
          application  for  review by USEPA.  As a separate matter, Systech
          has   applied  for  a  renewal  of  its  state  permit  to  store
          supplemental  fuels on the leased premises.  While the processing
          of  this  application  by  state  authorities  had  been  held in
          abeyance  pending  the outcome of the Ninth Circuit case, Systech
          is updating its application for review by the state agency.  

               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,

                                        - 19 -





          LaFarge   Corporation  ("LaFarge",  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.
          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
          p o l l utants  and  a  violation  of  the  order  occurs.    The
          indemnification  obligation  under  the  lease  with  Registrant,
          described  below,  includes  claims  of this kind.  In late 1995,
          Kern County and the Regional Board accepted a report from LaFarge
          stating  that  the  old  industrial landfill had been cleaned and
          closed  by  LaFarge.  Thus, LaFarge has completed a major portion
          of  the  1990  Cleanup and Abatement Order ("CAO").  The Regional
          Board   also  extended  the  deadlines  and  approved  amendments
          proposed  by  LaFarge  to  the  portion  of  the CAO dealing with
          groundwater contamination resulting from this landfill.

               In  1994,  the Regional Board determined that additional old
          industrial  waste  landfills  ("Additional Landfills") existed on
          the   leased  premises,  which  appeared  to  have  impacted  the
          groundwater  in  the  area.  LaFarge volunteered to undertake the
          investigation  and  remediation of the Additional Landfills under
          the  Regional  Board's  supervision,  and asked that a CAO not be
          issued  while  it  was pursuing such work to the Regional Board's
          satisfaction.     Exercising  its  discretionary  authority,  the
          Regional  Board  agreed  not to issue a CAO while LaFarge pursued
          its  work  in  a  satisfactory  manner.    The  presence  of  two
          additional landfills has been confirmed.  

               In  August  1994,  the  Regional  Board  issued CAO's 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
          was  alleged to be a storage area for drums containing lubricants
          and  grease  and the other was alleged to be an underground plume
          of  chlorinated  hydrocarbons.    The orders directed 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 also was named in the orders
          with  respect  to  the  two  additional sites and was 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

                                        - 20 -





          Board  and  is  expected  to  be  held  in  abeyance  until it is
          determined  whether LaFarge and National comply with the Regional
          Board's  orders.   In November 1995, the Regional Board dismissed
          the  CAO for the drum storage area because it determined that the
          low level of petroleum contamination that was present on the site
          did not contribute to the contamination of the groundwater.  Such
          contamination  was found to be present, but was attributed to the
          old industrial waste landfill and the Additional Landfills, which
          a r e  upgradient  from  the  drum  storage  area.    Thus,  such
          groundwater contamination will be handled as part of the existing
          CAO and the Additional Landfill cleanup process, which LaFarge is
          undertaking voluntarily.
           
               I n   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 the
          $10,000 per day and $15,000 per day civil fines referenced above.
          The  indemnification obligations under the lease with Registrant,
          described  below,  include  claims  of  this kind.  The USEPA has
          proposed to regulate all kiln dust nationwide under the hazardous
          waste  program,  but  with  a  tailored  set  of  standards.  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 already being taken by National on the
          c e ment  plant  site.    Kiln  dust  from  cement  plants  using
          supplemental fuels will not be treated any differently under this
          program.    The  cement  industry  filed  comments  opposing  the
          proposed  rules  for  kiln  dust  and is engaged in a legislative
          effort  to  secure the management of kiln dust as a non-hazardous
          waste.    The industry has also proposed an enforceable agreement
          between  the  cement  manufacturers and USEPA with respect to the
          management  of  kiln  dust  in  lieu  of  regulations.  USEPA  is
          considering  this  approach.  In 1995, The California Legislature
          enacted  legislation  classifying  kiln  dust  as a non-hazardous
          waste  if it is managed on-site under regulations administered by
          a regional water quality control board, and it would otherwise be
          classified as hazardous solely because of its extreme pH content.
          Management  believes this legislative reclassification will apply
          to  the new kiln dust pile currently used by National, but not to
          older piles created by National's predecessors in interest.

               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 obligations under the indemnity

                                        - 21 -





          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 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 or
          t o   pursue  the  cleanup  of  the  Additional  Landfills  in  a
          satisfactory  manner,  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
          $959  million  as  of  September  30,  1995.    National  and its
          parent/guarantor are  subsidiaries 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
          r e sources  are  available  to  satisfy  any  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  continue  to  do so and also to perform their indemnification
          obligations  to Registrant, Registrant believes that it is remote
          there  will  be  a  material effect on the Company.  If, however,
          N a t i onal  and  LaFarge  do  not  fulfill  their  cleanup  and
          indemnification  responsibilities  and  Registrant is required at
          its own cost  to perform the landfill, kiln dust, and underground
          plume  remedial  work  likely  to  be  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.














                                        - 22 -





                                       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.
                                        1995                1994

             Quarter               High       Low      High       Low
             First                13-1/4    11-5/8    15-1/4    13-5/8

             Second               14-3/8    12-3/4    14-5/8    13-5/8
             Third                17-3/4    13-1/4    15-1/2      13

             Fourth               16-1/8    13-5/8    14-1/2    11-1/2
               
               As  of  March  11,  1996, there were 763 owners of record of
          Registrant's Common Stock.

               Registrant  paid cash dividends of $.05 per share in each of
          the  years  1995  and 1994.  Two and one-half cents per share was
          paid in June and December of each year.



























                                        - 23 -





     Item 6.   Selected Financial Data.

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

                              1995        1994      1993       1992     1991 


      Operating Revenues,
       Including Interest 
       Income               $19,490     $16,882   $19,469(2) $16,563  $15,220
      Net Income                434(1)    1,527     2,972(2)   1,492    1,484


      Total Assets           45,203      44,920    47,111     45,729   45,341

      Long-term Debt          1,800       1,950     3,550      5,150    6,854
      Income Per Share          .03(1)      .12       .23(2)     .12      .12

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

               (1)  Net  income  from  continuing operations was reduced by
                    $400,000  ($240,000 after tax or $.02 per share) due to
                    the charge-off of almond trees destroyed by 1995 winter
                    storms.

               (2)  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.)



















                                        - 24 -





          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 $434,000 in 1995, $1,527,000 in 1994 and $2,972,000 in
          1993. 

               Net  income  for  1995  decreased  when compared to 1994 due
          primarily  to  lower  operating  profits within the Livestock and
          Commercial  and  Land  Use  divisions.    Also affecting 1995 net
          income  was  the $400,000 ($240,000, or .02 per share, after tax)
          charge-off  of  producing almond trees destroyed by winter storms
          during January 1995.

               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.
          Changes   in  revenues  and  expenses  of  Registrant's  industry
          segments for the years 1995 and 1994 are summarized below.

          Livestock.    Livestock  operating  profits  of  $2,000  in  1995
          decreased   $547,000  or  almost  100%,  when  compared  to  1994
          operating  results.    The  decrease  in operating profits is due
          primarily  to  increases  in  cost  of sales ($2,070,000) and the
          continuing  decline  of  cattle prices during 1995.  Cattle sales
          revenue  increased  ($1,493,000)  during  1995,  which  partially
          offset  the  increase  in cost of sales.  Cost of sales increased
          during  1995 due to Registrant delaying the sale of approximately
          7,000  head  of  cattle from May 1995 to October 1995 and placing
          the  cattle in feedlots during the summer months.  The extra four
          months  of  feedlot  costs  and an increase in the number of head
          sold  during 1995 were primary factors in the increase in cost of
          sales.   Registrant delayed the sale of cattle during 1995 due to
          the  low  cattle  prices  during May 1995.  By delaying the sale,
          these cattle increased in weight from approximately 750 pounds to
          approximately  1,150  pounds at the time of sale in October.  The
          increase  in  weight of cattle sold and the increase in number of
          cattle  sold  led  to the increase in cattle sales revenue during
          1995.  Total cattle sold during 1995 were 9,551 compared to 8,474
          during  1994.  Prices received during 1995 were approximately 15%
          per  pound  less  than  received  during  1994.  By extending the
          cattle  feeding  phase,  Registrant realized net profits from the
          sale  of  those cattle of approximately $125,000 more than if the
          cattle had been sold during May as is normally the case.  



                                        - 25 -





          During  1995, Registrant continued to use the futures and options
          market  to  protect  the future selling price of cattle.  Without
          the  ability  to  hedge  cattle  positions, Registrant would have
          sustained  a  further  price erosion of approximately $215,000 on
          the sale of cattle during 1995.  Registrant's goal in hedging its
          cattle  is to protect or create a range of selling prices that in
          years  like  1995  allow  Registrant to recognize a profit on the
          sale  of cattle once all costs are deducted.  The risk in hedging
          cattle  prices  is  that  in those years that prices increase the
          hedge  may  limit or cap the potential gains from the increase in
          price.  

          Net earnings for 1995 were also affected by the decision to place
          ranch raised calves on feed during late summer and not sell until
          early 1996 due to low prices.  This decision pushed revenues that
          would normally be recognized in 1995 into 1996.  The year 1996 is
          a l s o  expected  to  be  difficult  financially  for  livestock
          producers.   Registrant is concerned that cattle prices will stay
          flat  or  decrease  even further during this inventory correction
          cycle.    Registrant  does  not  expect an improved cattle market
          until late 1997 or early 1998.

          Livestock  Division  operating  profits  of $549,000 in 1994 were
          $92,000,  or 14% less than 1993 operating profits.  This decrease
          in operating profits was 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 was 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.

          See Part I, Item 1 -"Business-Livestock Operations" for a further
          discussion  of  Registrant's  livestock  operations  for 1995 and
          future expectations.

          Farming.  Farming  operating  profits  of $1,811,000 in 1995 were
          $114,000 or 6% less than 1994 operating profits.  The decrease in
          net  earnings is due to the $400,000 ($240,000 after tax) charge-
          off  of  destroyed almond trees, lower almond production, reduced
          pistachio  production  due  to  1995  being the alternate bearing
          year,  and  to  higher cultural costs and water costs ($125,000).
          Partially  offsetting these unfavorable variances was an increase

                                        - 26 -





          in  almond  prices  during  1995,  the release of the 1994 almond
          reserve  ($200,000)  during  1995,  and  higher  grape  revenues.
          C u l t u ral  costs  increased  approximately  $650,000  due  to
          unfavorable  weather  conditions, storm cleanup costs, and to the
          addition of 304 acres of rubired grapes.

          Changes in individual crop revenues in 1995 compared to 1994 were
          s i gnificant.    Grape  revenues  increased  $1,275,000  due  to
          increases   in  production  and  prices  during  1995.    Of  the
          $1,275,000  favorable  variance  in grape revenues, $1,038,000 is
          related  to the addition of 304 acres of rubired grapes that were
          purchased  during  February  1995.    Almond  revenues  increased
          $347,000  during  1995  in spite of lower production due to a 65%
          increase in prices and to the release of the 1994 almond reserve.
          Walnut revenues increased $194,000 due to improved production and
          a  24%  increase  in prices during 1995.  Pistachio revenues fell
          approximately  $695,000  due  to  lower  production.    Pistachio
          volumes  decreased  because 1995 was the "off" production year in
          the alternate year bearing cycle.

          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
          r e p resented  23%  of  Registrant's  mature,  almond  producing
          orchards.  As a result of the storm damage, Registrant recorded a
          charge  to earnings as described above.  Registrant incurred only
          m i n imal  damage  to  its  remaining  orchards  and  vineyards.
          Registrant  completed replanting  the damaged acreage with almond
          trees during February 1996.  The loss of mature trees will affect
          future  revenues until the replanted crops begin full production,
          which could take three to five years.  

          Registrant  expects farming operations to improve during 1996 due
          to  higher production from its almond orchards and continued good
          production  within  the  grape  vineyards.   However, with higher
          production,  the  price  paid  for almonds will fall from the all
          time  highs  of  1995.    Registrant  is  continuing  to  develop
          additional  farming  acreage  in order to improve future revenues
          and  have  new crops in full production to offset the loss of any
          production  in  current  producing orchards in the future as they
          mature.    For  a further discussion of the 1995 farming year and
          expectations  refer  to  Part  I,  Item  1  - "Business - Farming
          Operations".

          Farming Division operating profits of $1,925,000 during 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, and increased

                                        - 27 -





          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
          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.  

          Oil   and  Minerals.    Oil  and  Mineral  operating  profits  of
          $1,191,000  in  1995 were $17,000, or 1% less than 1994 operating
          profits.   The decrease in operating profits during 1995 were due
          p r i m arily  to  lower  land  lease  income  and  to  increased
          professional  service  fees.    An  increase  in cement royalties
          during  1995  partially  offset  the above unfavorable variances.
          Professional  service  fees  increased due to Registrant spending
          considerable   time  negotiating  with  lessees  to  perform  the
          required  field  development  or abandonment of idle wells.  This
          process  increased  the  number  of  operating wells in operation
          during  1995.    Land lease revenues declined and are expected to
          continue  to  decline  due  to the economics of exploring for oil
          within California.   Registrant's royalty income from oil and gas
          should  improve  slightly  during 1996 due to the return of idled
          wells  to  production  in  late  1995  and to the anticipation of
          improved  prices.    As discussed in Part I, Item 1 - "Business -
          Oil  and  Minerals",  crude oil prices have been improving due to
          the  lessening  of  export restrictions on California and Alaskan
          crude  oil.  Cement royalties increased approximately 9.4% during
          1995  due  to  increases  in production.  Sand and rock royalties
          should   continue to grow due to the addition of an asphalt plant
          at one location and the proposed expansion of the second sand and
          rock lease site.  

          Oil  and Mineral Division 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

                                        - 28 -





          ($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
          t r ansportation  costs.    Cement  royalties  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.

          Commercial  and  Land Use.  An operating loss of $830,000 in 1995
          compares  to a 1994 operating loss of $285,000 for the Commercial
          and Land Use Division.  The decrease when compared to 1994 is due
          to  an  increase  in  professional service fees ($367,000) and an
          increase  in  staffing  costs  ($170,000) during 1995.  Partially
          offsetting these negative variances was an increase in commercial
          rents  and  right  of  way  income  of $57,000.  Commercial rents
          increased  due  to  improved traffic flows and to the addition of
          a n other  fast  food  outlet  at  the  Laval  Road  Interchange.
          Professional  service  costs  increased  due  primarily to legal,
          legislative,  and public affairs activity Registrant was involved
          in  related  to  a  proposed major crude oil pipeline through the
          ranch.    During  December 1995 Registrant completed negotiations
          with  respect  to  an  easement for the  crude oil pipeline.  The
          actual date of start of construction on the pipeline is not known
          at  this  time  because  governmental  approvals  have  not  been
          received  and  it is not certain they will be received.  Upon the
          start  of  construction  Registrant  will  receive  a substantial
          payment  that  will  be  recorded  as  right  of way and easement
          revenues.    This  potential  revenue  will not be received until
          construction  of  the  pipeline  begins.    See  Part  I, Item 2,
          "Properties  -  Land Planning" for further discussion of planning
          activities.

          The  Commercial  and  Land  Use Division had an operating loss of
          $285,000  in 1994 which compares to an operating loss of $435,000
          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
          h a ve  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.  

          Interest.  Interest income of $1,374,000 during 1995 was $65,000,
          or  4.5%,  less  than  1994  interest  income.  The decrease when
          compared to 1994 is due to lower gains on the sale of securities,
          lower  interest  rates  during  1995  and  to  lower  outstanding
          investment  balances.    Investment  funds  continued  to decline

                                        - 29 -





          during  1995  due  to  the  purchase  of  land,  the  payment  of
          dividends, and to capital expenditures.

          Interest  income  during 1994 of $1,439,000 declined $152,000, or
          10%  when  compared to 1993 interest income.  The decrease is due
          to  lower  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, the payment of dividends, and to capital expenditures.

          Interest  expense  increased  $149,000  during  1995  due  to the
          increased  use  of  short-term  credit lines throughout the year.
          Short-term  debt  use  increased  due to the timing of cash flows
          throughout  1995  because of the delays in the sale of cattle and
          the  timing  of 1995 crop proceeds.  Interest expense in 1994 and
          1993  was principally attributable to interest on borrowings used
          to  finance  Registrant's 758 acre almond and 897 acre wine grape
          developments, which were developed in 1981.  

          Corporate  Expenses.    Corporate  expenses during 1995 increased
          $177,000,  or  8%,  when compared to 1994 expenses.  The increase
          was  due primarily to higher professional service fees ($157,000)
          and  maintenance  fees  ($80,000).    Partially  offsetting these
          unfavorable  variances was a decrease in staff costs of $100,000.
          Professional service costs were higher because of fees related to
          the  Chief  Executive Officer search.  Staffing costs fell due to
          the President resigning during the middle of 1995.

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

          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  will
          continue to adversely affect earnings.

               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.  Registrant will adopt Statement of
          Financial Accounting Standard (SFAS) No. 123 at year-end December
          31,  1996.    Registrant  will  continue  to apply APB 25 for the
          a c c ounting  of  stock  options  and  provide  the  appropriate
          disclosures  and  pro  forma information as described in SFAS No.
          123.

                                        - 30 -





          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, 1995 the
          cumulative  unrealized  fair  value  adjustment  to stockholders'
          equity  is  an unrealized gain of $39,000, net of a tax credit of
          $27,000. 

          Financial  Condition.    Registrant's  cash, cash equivalents and
          short-term   investments  totaled  approximately  $20,301,000  at
          December  31,  1995,  a  decrease  of  15% from the corresponding
          amount  at  the  end of 1994.  Working capital at the end of 1995
          was  $24,800,000,  which is 7% less than a year earlier.  Working
          capital  decreased  during  the year due to capital expenditures,
          the  purchase of land ($1,500,000), and the payment of dividends.
          Registrant  has  a revolving line of credit of $5,000,000 that as
          of  December  31, 1995 had a balance of $1,682,000 at an interest
          rate of 8.50%.  The outstanding balance on Registrant's revolving
          credit  line  was  paid  down during January 1996.  The revolving
          line of credit is used as a short-term cash management tool.

               The principal uses of cash and cash equivalents during 1995,
          1994,  and  1993  consisted  of capital expenditures, purchase of
          land, payments of long-term debt and the payment of dividends.  

               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  1996,  $2,161,000  has  been  budgeted  for  capital
          expenditures,  which  includes  new equipment and improvements to
          existing  facilities.  The capital budget also includes 240 acres
          of  farming  development at approximately $600,000.  (See Part I,
          Item 1 - "Business-Farming").

               Registrant  has  traditionally funded its growth and capital
          additions from internally generated funds.  Management believes 



                                        - 31 -





          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.







































                                        - 32 -





                                       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  1996  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 1996
          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 1996 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 1996 Annual Meeting of Stockholders.


















                                        - 33 -





                                       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                39  
                    
                    1.2 Consolidated Statements of Financial          
                        Position - December 31, 1995 and 1994         40

                    1.3 Consolidated Statements of Income -
                        Years Ended December 31, 1995, 1994
                        and 1993                                      42   
                
                    1.4 Consolidated Statements of Stockholders'
                        Equity - Three Years Ended 
                        December 31, 1995                             43  

                    1.5 Consolidated Statements of Cash Flows -
                        Years Ended December 31, 1995, 1994
                        and 1993                                      44

                    1.6 Notes to Consolidated Financial
                        Statements                                    45  

               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                    **

                    10.2 Tejon Ranch Co. Stock Option Plan            **

                    10.3 Lease agreement for Mr. San Olen             **
                                                                  
                    22   List of subsidiaries of Registrant           61   

                    27   Financial Data Schedule (Edgar)              62

                                        - 34 -





               (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.

               **   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, 1994, 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.

               





























                                        - 35 -





                                      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 20, 1996            BY                        
                                              Matt Echeverria              
                                              Senior Vice President and
                                                 acting   Chief   Executive
          Officer
                                              (Principal Executive Officer)



          DATED:  March 20, 1996            BY                       
                                              Allen E. Lyda
                                              Vice President, Finance &
                                              Treasurer
                                              (Principal Financial and     
                                               Accounting Officer)




























                                        - 36 -





               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 8, 1996
          Otis Booth, Jr.


                                          Director         March 8, 1996
          Craig Cadwalader


                                          Director         March 8, 1996
          Dan T. Daniels     


                                          Director         March 8, 1996
          Rayburn S. Dezember


                                          Director         March 8, 1996
          Robert F. Erburu  


                                          Director         March 8, 1996
          Clayton W. Frye, Jr.


                                          Director         March 8, 1996
          Donald Haskell


                                          Director         March 8, 1996
          Raymond L. Watson  


                                          Director         March 8, 1996
          Phillip L. Williams










                                        - 37 -















                              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, 1995

                                   Tejon Ranch Co.

                                  Lebec, California




























                                        - 38 -





                          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                          39
               Consolidated Statements of Financial Position -        
                 December 31, 1995 and 1994                            40
               Consolidated Statements of Income -
                 Years Ended December 31, 1995, 1994 and 1993          42
               Consolidated Statements of Stockholders' Equity -
                 Three Years Ended December 31, 1995                   43
               Consolidated Statements of Cash Flows -
                 Years Ended December 31, 1995, 1994 and 1993          44
               Notes to Consolidated Financial Statements              45

          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.
























                                        - 39 -





                            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, 1995 and 1994, and the
          consolidated results of their operations and their cash flows for
          each of the three years in the period ended December 31, 1995, in
          conformity with generally accepted accounting principles.  




                                                  ERNST & YOUNG LLP


          Los Angeles, California
          February 27, 1996











                                        - 40 -






                           Tejon Ranch Co. and Subsidiaries

                    Consolidated Statements of Financial Position


                                                          December 31
                                                      1995          1994   

          Assets
        Current assets:

          Cash and cash equivalents                  $    44,000  $    68,000
          Marketable securities                       20,257,000   23,718,000
          Accounts receivable                          4,487,000    2,125,000
          Inventories                                  2,827,000    3,128,000
          Prepaid expenses and other current assets    1,063,000    1,223,000
        Total current assets                          28,678,000   30,262,000



        Property and equipment, net                   15,073,000   13,284,000




        Other assets:

          Breeding herd, net of accumulated     
        depreciation of $112,000 in 1995 and                    
           $116,000 in 1994                              961,000      907,000
          Other assets                                   491,000      467,000
                                                       1,452,000    1,374,000









        Total assets                                 $45,203,000  $44,920,000
             
        See accompanying notes.









                                        - 41 -




        






                                                         December 31      
                                                       1995        1994    

        Liabilities and Stockholders' equity 
        Current liabilities:

          Trade accounts payable                  $    932,000  $1,061,000 
          Other accrued liabilities                    343,000     465,000 
          Current deferred income                      473,000     287,000 
          Income taxes payable                         264,000     556,000 
          Short-term note                            1,682,000     907,000 
          Current portion of long-term debt            200,000     200,000 
        Total current liabilities                    3,894,000   3,476,000 


        Long-term debt, less current portion         1,800,000   1,950,000 

        Deferred income taxes                        2,540,000   2,736,000 




        Commitments and contingencies

        Stockholders' equity:
          Common Stock, $.50 par value per share:
            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        39,000    (372,000)
        taxes
          Retained earnings                         30,202,000  30,402,000 
        Total stockholders' equity                  36,969,000  36,758,000 
        Total liabilities and stockholders' equity $45,203,000  $44,920,000


        See accompanying notes








                                        - 42 -





                          Tejon Ranch Co. and Subsidiaries

                         Consolidated Statements of Income        



                                              Year Ended December 31     
                                            1995       1994       1993   
       Revenues:
         Livestock                      $ 7,492,000$ 6,030,000$ 5,850,000
         Farming                          7,973,000  6,880,000  9,459,000

         Oil and minerals                 1,295,000  1,296,000  1,358,000
         Commercial and land use          1,356,000  1,237,000  1,211,000
         Interest income                  1,374,000  1,439,000  1,591,000
                                         19,490,000 16,882,000 19,469,000

       Costs and expenses:
         Livestock                        7,490,000  5,481,000  5,209,000

         Farming                          6,162,000  4,955,000  5,248,000
         Oil and minerals                   104,000     88,000    119,000
         Commercial and land use          2,186,000  1,522,000  1,646,000
         Corporate expenses               2,389,000  2,212,000  2,233,000
         Interest expense                   436,000    287,000    424,000
                                         18,767,000 14,545,000 14,879,000

       Income before income taxes           723,000  2,337,000  4,590,000
       Income taxes                         289,000    810,000  1,618,000
       Net income                           434,000$ 1,527,000$ 2,972,000

       Net income per share                    $.03       $.12       $.23



       See accompanying notes.

















                                        - 43 -





                          Tejon Ranch Co. and Subsidiaries

                  Consolidated Statements of Stockholders' Equity

                        Three years ended December 31, 1995
             


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

 Balance,
 January 1, 1993      $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)
    Change in
    unrealized gains
    (losses) on
    available-for-   
    sale securities,
    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 


   Net income                ---        ---     ---         434,000     434,000 




                                        - 44 -





   Cash dividends
     paid-

      $.05 per share         ---        ---     ---        (634,000)   (634,000)
 Changes in
 unrealized
   gains (losses) on
   available-for-
   sale
   securities, net
   of taxes
   of $164,000               ---       ----    411,000           ---    411,000 

 Balance, December
 31, 1995             $6,341,000   $387,000     $39,000  $30,202,000 $36,969,000


 See accompanying notes.



































                                        - 45 -





                          Tejon Ranch Co. and Subsidiaries

                        Consolidated Statements of Cash Flows
          


                                          Year ended December 31                
                                     1995               1994            1993    
 Operating activities
 Net income                    $   434,000       $  1,527,000     $  2,972,000 

 Items not affecting cash:
   Depreciation and
    amortization                 1,017,000            906,000          916,000 
   Deferred income taxes          (196,000)           (23,000)        (330,000)
   Recognition of deferred
    gains on assets sold               ---            (29,000)         (29,000)

   Gains on sales of
    investments                     (7,000)           (52,000)         (71,000)
   Current deferred income          71,000            (38,000)        (990,000)
 Changes in certain current
  assets and current
  liabilities
     Accounts receivable        (2,362,000)           980,000         (615,000)

     Inventories                   301,000           (268,000)        (357,000)
     Prepaid expenses and
      other current assets          57,000            (15,000)          63,000 
     Trade accounts payable
      and other accrued
      liabilities                 (251,000)                ---         136,000 

     Income taxes payable         (292,000)        (1,077,000)         811,000 
 Net cash (used in) provided
   by operating activities      (1,228,000)         1,911,000        2,506,000 


 Investing activities
 Maturities of marketable        8,754,000         14,224,000       20,586,000 
  securities
 Funds invested in marketable
  securities                    (4,657,000)       (11,620,000)     (20,120,000)

 Net change in breeding herd      (125,000)          (194,000)         (73,000)
 Property and equipment
  expenditures                  (3,263,000)        (2,179,000)      (1,441,000)
 Net book value of property
  and equipment disposals          528,000             49,000           13,000 
 Other                             (24,000)           (43,000)         138,000 



                                        - 46 -





 Net cash provided by (used
  in) investing activities       1,213,000            237,000        ( 897,000)


 Financing activities
 Proceeds from revolving line
  of credit                      9,792,000          7,094,000        6,764,000 
 Payments on revolving line of
  credit                        (9,017,000)        (7,187,000)      (5,914,000)
 Borrowing of long-term debt     2,000,000                 ---              ---

 Repayments of long-term debt   (2,150,000)        (1,600,000)      (1,600,000)
 Cash dividends paid              (634,000)          (634,000)        (634,000)
 Net cash used in financing
  activities                        (9,000)        (2,327,000)      (1,384,000)

 Increase (decrease) in cash                                                   
  and cash equivalents             (24,000)          (179,000)         225,000 
 Cash and cash equivalents at
  beginning of year                 68,000            247,000           22,000 

 Cash and cash equivalents at   $   44,000     $       68,000   $      247,000 
  end of year

 See accompanying notes





























                                        - 47 -





                          Tejon Ranch Co. and Subsidiaries

                     Notes to Consolidated Financial Statements

                                  December 31, 1995

          1.  Summary of Significant Accounting Policies

          Principles of Consolidation

          The  consolidated  financial  statements include the accounts of
          the Company 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
          e q u ivalents.    The  carrying  amount  for  cash  equivalents
          approximates fair value.

          Marketable Securities

          The  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 performs periodic credit evaluations of
          its customers financial condition and generally does not require
          collateral.

          During 1995, 1994 and 1993 the following customers accounted for
          more  than  10%  of  the Company's consolidated revenues, Golden
          State Vintners (18% in 1995 and 13% in 1994 and 1993), Timmerman
          Cattle  (26%  in  1995),  and E.A. Miller Cattle Company (22% in
          1994 and 13% in 1993).  

          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.


                                        - 48 -





                          Tejon Ranch Co. and Subsidiaries

               Notes to Consolidated Financial Statements (continued)

          1.  Summary of Significant Accounting Policies (continued)

          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
          f u n ction  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 Contracts 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.  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.      Buildings and improvements are depreciated
          over  a  10  year to 27.5 year life.  Machinery and equipment is
          depreciated  over a 3 year to 10 year life depending on the type
          of  equipment.  Vineyards and orchards are generally depreciated
          over a 20 year life with irrigation systems over a 10 year life.
          Oil,  gas  and  mineral  reserves have not been appraised, as no
          value has been assigned to them.

          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.

                                        - 49 -





          At  the  time  crops  are  harvested,  delivered  to  buyers and
          revenues   are  estimatable,  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.    Estimated  prices for orchard crops are based
          upon  the quoted estimate of what the final market price will be
          by  marketers  and  handlers of the orchard crops.  Actual final
          orchard  crop  selling  prices  are  not  determined for several
          months  following  the close of the Company's fiscal year due to
          supply and demand fluctuations within the orchard crops markets.
          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 $124,000 in 1995, $97,000 in 1994,
          and  $294,000 in 1993.

          The  California  Almond  Board  has  the  authority  to  require
          producers  of  almonds  to  withhold  a  portion of their annual
          production  from  the  marketplace.  During 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.  During 1995, the reserved almonds were
          released  for sale and the Company recorded $236,000 in revenues
          upon  the  sale  of  those  almonds.    At December 31, 1995 and
          1993,  no such withholding was mandated.

          Net Income Per Share

          Net  income  per share is based upon the weighted average number
          o f   shares  of  common  stock  and  common  stock  equivalents
          outstanding  during  the year (12,684,105 in 1995 and 12,682,244
          in  1994  and  1993).   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 93,000 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.

          Environmental

          Environmental expenditures that relate to current operations are
          expensed  or  capitalized  as  appropriate.    Expenditures that
          relateto  an  existing  condition  caused by past operations and
          which do not contribute to current or future revenue generation


                                        - 50 -





                           Tejon Ranch Co. and Subsidiaries

                Notes to Consolidated Financial Statements (continued)

          Environmental (continued)

          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, 1995, 1994 or 1993.

          Reclassifications

          Certain  amounts in the 1994 and 1993 income statement have been
          r e c lassified,  in  order  to  be  consistent  with  the  1995
          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  the 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,  were divided into smaller farming parcels
          and  as  of  April 20,  1995, all of the farmland had been sold.
          In  connection  with  the  sale  of  this  farmland, the Company
          purchased 900 acres, which includes 300 acres of rubired grapes,
          for a price of $1.5 million.
           
          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  $200,000  during  1995  and $240,000 in 1994 and 1993
          under  the management agreement.  In addition, during 1993 Laval
          provided equipment and direct labor to the Company in connection
          with planting, development and maintenance of permanent crops on
          Company-owned  lands.  Total amount paid by the Company for such
          services was approximately $1,786,000 in 1993.

                                        - 51 -





                         Tejon Ranch Co. and Subsidiaries

              Notes to Consolidated Financial Statements (continued)

          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:

                                     1995                        1994
                                       Estimated                    Estimated
                                         Fair                         Fair

                            Cost         Value         Cost           Value
 Marketable securities:
   U.S. Treasury and
    agency notes         $14,868,000   $14,869,000  $18,837,000      $18,409,000

   Corporate notes         5,323,000     5,388,000    5,445,000        5,309,000
                         $20,191,000   $20,257,000  $24,282,000      $23,718,000



          As of December 31, 1995, the cumulative fair value adjustment to
          stockholders'  equity is an unrealized gain of $39,000, net of a
          tax  credit  of $27,000.  The Company's gross unrealized holding
          gains  equals  $187,000,  while  gross unrealized holding losses
          equals  $121,000.  On December 31, 1995, the average maturity of
          U.S.  Treasury and agency securities was 1.7 years and corporate
          notes  was  1.2 years.  Currently, the Company has no securities
          with a weighted average life of greater than five years.  During
          1995, the Company recognized gains of $7,000 on the sale of $5.1
          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.





                                        - 52 -





                         Tejon Ranch Co. and Subsidiaries

                Notes to Consolidated Financial Statements (continued)

          4.  Inventories

          Inventories at December 31, 1995 and 1994 consist principally of
          cattle held for sale.

          5.  Property and Equipment

          Property and equipment consists of the following at December 31:

                                                  1995                  1994   
 Land and land improvements                     $   3,541,000       $ 3,255,000 

 Buildings and improvements                         7,260,000         6,519,000 
 Machinery, water pipelines, furniture and
  fixtures and other equipment                      4,331,000         4,120,000 
 Vineyards and orchards                            13,543,000        12,579,000 

                                                   28,675,000        26,473,000 
 Less allowance for depreciation                  (13,602,000)      (13,189,000)
                                                 $ 15,073,000       $13,284,000 



          6.  Line of Credit and Long-Term Debt

          The  Company  may  borrow  up  to  $5,000,000  on  a  short-term
          u n s e c ured  revolving  line  of  credit  at  interest  rates
          approximating  the  bank's  prime  rate  (8.50%  at December 31,
          1995).    The  revolving  line  expires  in September 1997.   At
          December  31,  1995,  there  was $1,682,000 of  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:
                                                      1995            1994   

             Note payable to a bank               $2,000,000     $      --- 

             Note payable to an insurance company        ---      2,150,000 
             Less current portion                   (200,000)      (200,000)
                                                  $1,800,000     $1,950,000 






                                        - 53 -





                          Tejon Ranch Co. and Subsidiaries

               Notes to Consolidated Financial Statements (continued)

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

          The  note payable to a bank provides for interest at an average
          rate  of  7.91%  per  annum,  payable  quarterly  ,  on amounts
          outstanding.   Principal is payable in semi-annual installments
          of  $100,000, with the remaining balance due December 31, 1998.
          Amounts borrowed under the agreement are unsecured.    The note
          payable  to  an  insurance  company  which  was paid off during
          December 1995, provided for interest at 10% per annum.

          Interest  paid  approximated interest expense incurred for each
          of the three years in the period ended December 31, 1995.

          Maturities  of long-term debt at December 31, 1995 are $200,000
          per year for 1996 and 1997, and $1,600,000 in 1998.

          7.  Common Stock and Stock Option Information

          The 1992 Stock Option Plan provides 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 
          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  93,000 options granted under the 1992
          stock  option  plan with 59,000 options at a grant price of $20
          per  share,  20,000  options at a grant price of $15 per share,
          and 14,000 at a grant price of $11.88 per share.   During 1995,
          14,000  options  were  granted  at  a grant price of $11.88 per
          share  and  37,000  options  were  cancelled.   The granting of
          options are accounted for using APB 25.

          Currently no options granted are exercisable.  Options reserved
          for future granting totalled 137,000 at December 31, 1995.

          8.  Commodity Contracts Used to Hedge Price Fluctuations

          The Company uses commodity derivatives to hedge its exposure to
          price  fluctuations  on  its  purchased  stocker cattle and its
          cattle  feed  costs.    The objective is to protect or create a
          future price for stocker cattle that will provide a profit once
          the  cattle are sold and all costs are deducted and protect the
          Company  against  a  disastrous cattle market decline.  To help
          achieve  this objective the Company uses the cattle futures and
          cattle  options  markets.  The Company continually monitors any
          open futures and options contracts to determine the appropriate
          hedge based on market movement of the underlying asset, stocker
          cattle.  The option and futures contracts used typically expire
          on  a  quarterly  or  semi-annual  basis  and are structured to
          expire  close  to  or  during  the month the stocker cattle are

                                        - 54 -





          scheduled to be sold.  The risk associated with hedging for the
          Company is that hedging limits or caps the potential profits if
          cattle   prices  begin  to  increase  dramatically.    Payments
          received  and paid related to outstanding options contracts are
          d e ferred  in  prepaid  and  other  current  assets  and  were
          approximately  $40,000 at December 31, 1995.  Futures contracts
          are  carried  off-balance sheet until the contracts are settled
          because   there  is  no  exchange  of  cash  until  settlement.
          Realized  gains,  losses,  and  costs  associated  with  closed
          contracts  is    included  in  cattle  inventory  and  will  be
          recognized  in  cost  of  sales  expense at the time the hedged
          stocker  cattle  are sold.  During 1995, the Company recognized
          approximately  $215,000 in net gains from hedging activity as a
          reduction in cost of sales.  

          The following table identifies the futures contract amounts and
          options contract costs outstanding at December 31, 1995:


     Cattle Hedging
        Activity                                     Estimated 
       Commodity                      Original       Fair Value   Estimated Gain
      Future/Option         No.      Contract/Cost  At Settlement     (Loss) at
       Description       Contracts   (Bought) Sold    (Buy) Sell     Settlement

 Corn futures bought
 10,000 Bushels per
 contract                  190      $  (655,000)  $   704,000           $ 49,000

 Cattle futures sold
 50,000 lbs. per
 contract                  87         2,657,000     (2,527,000)          130,000
 Cattle Feeder
 Options:

   Calls sold
   50,000 lbs. per
   contract                40            22,000        (12,000)           10,000

   Puts bought
   50,000 lbs. per
   contract                55           (38,000)        62,000            24,000

          Estimated  fair  value  at settlement is based upon quoted market
          prices at December 31, 1995.









                                        - 55 -





                           Tejon Ranch Co. and Subsidiaries

                Notes To Consolidated Financial Statements (continued)

          9.  Income Taxes

          The  Company  accounts  for  income  taxes  using  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:
                                     1995             1994         1993   
           Federal:

             Current             $   176,000    $   627,000    $1,531,000 
             Deferred                 70,000        (12,000)     (220,000)
                                     246,000        615,000     1,311,000 

           State:
             Current                  65,000        205,000       417,000 
             Deferred                (21,000)       (10,000)     (110,000)

                                      44,000        195,000       307,000 
                                 $   289,000    $   810,000    $1,618,000 


          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:
                                             1995          1994          1993   
          Income tax at the              $   246,000  $   795,000    $1,561,000 
           statutory rate

          State income taxes,
           net of Federal benefit             29,000      129,000       272,000 
          Other, net                          14,000     (114,000)     (215,000)
                                         $   289,000  $   810,000    $1,618,000 












                                        - 56 -





                           Tejon Ranch Co. and Subsidiaries

                Notes to Consolidated Financial Statements (continued)

          9.  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:                   1995         1994        1993   
          Unrealized gain (loss) on 
            available-for-sale securities      $     ---   $ 192,000   $     ---

          Accrued expense                        117,000     125,000      33,000
          Prepaid revenues                       140,000      98,000     123,000
          Other                                   87,000     121,000      40,000
         Total deferred tax assets               344,000     536,000     196,000

         Deferred tax liabilities:
          Depreciation and amortization        1,387,000   1,498,000   1,122,000
          Involuntary conversion-land            412,000     412,000   1,211,000

          Other                                  741,000     826,000     278,000
         Total deferred tax liabilities        2,540,000   2,736,000   2,611,000
         Net deferred tax liabilities         $2,196,000  $2,200,000  $2,415,000


          The  Company  made  net  payments  of  income  taxes of $721,000,
          $ 2 , 0 0 4 ,000,  and  $958,000  during  1995,  1994  and  1993,
          respectively.

          10.  Operating Leases  

          The  Company  is  lessor  of certain property pursuant to various
          commercial  lease agreements having terms ranging up to 30 years.
          T h e    cost  and  accumulated  depreciation  of  buildings  and
          i m p r ovements  subject  to  such  leases  was  $2,110,000  and
          $1,014,000,  respectively,  at  December  31,  1995.  Income from
          commercial rents, included in commercial and land use revenue was
          $936,000 in 1995, $905,000 in 1994, and $871,000 in 1993.  Future
          minimum  rental  income  on  noncancelable operating leases as of
          December  31,  1995  is:    $971,000  in  1996, $889,000 in 1997,
          $882,000  in  1998,  $797,000  in  1999,  $792,000  in  2000, and
          $6,498,000 for years thereafter.






                                        - 57 -





                           Tejon Ranch Co. and Subsidiaries

                Notes to Consolidated Financial Statements (continued)

          11.  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
          1996  are  $1,382,000,  whether  water  is  available or is used.
          Minimum  payments  made  under these contracts were approximately
          $1,109,000  in  1995,  $985,000  in  1994,  and $767,000 in 1993.
          A p proximately  4,600  acres  of  these  lands  are  subject  to
          contingent assessments of approximately $867,000 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.

          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 to the Company is remote at this time.

          12.  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  five  year  final  average salary.  Contributions are
          intended  to provide for benefits attributable to service both to
          date and expected to be provided in the future.  The 


                           Tejon Ranch Co. and Subsidiaries


                                        - 58 -





                Notes to Consolidated Financial Statements (continued)

          12.  Retirement Plan (continued)

          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:
                                                            1995         1994   
         Accumulated actuarial present value of
          benefit obligation, including vested
          benefits of $1,542,000 in 1995 and
          $1,755,000 in 1994                            $1,560,000   $1,788,000 


         Projected benefit obligation for service
          rendered to date                              $1,893,000   $2,144,000 
         Plan assets at fair value                       1,795,000    1,578,000 
         Projected benefit obligation in excess of
          Plan assets                                      (98,000)    (566,000)

         Items not yet recognized in earnings:
           Unrecognized net gain from past experience
           different from that assumed and effects of
           changes in assumptions                          671,000    1,168,000 
           Unrecognized net transition asset being
           amortized over approximately 17 years          (158,000)    (178,000)

           Adjustment required to recognize minimum
           liability                                           ---     (634,000)
         Prepaid (accrued) pension cost                 $  415,000   $ (210,000)

          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  1995  and  1994.  The expected long-term rate of return on plan
          assets was 7.5% in 1995 and 8.0% in 1994.

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

                                          1995          1994         1993
           Cost components:

           Service cost-benefits
            earned during the
            period                     $  (80,000)   $ (88,000)    $ (85,000)

           Interest cost on
            projected benefit
            obligation                   (136,000)    (126,000)     (124,000)



                                         - 59 -





           Actual return on plan
            assets                        305,000      (87,000)       140,000

           Net amortization and
            deferral                     (209,000)      173,000      (41,000)

           Total net periodic
            pension cost                $(120,000)   $(128,000)    $(110,000)

          13.  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:

                                           1995            1994         1993    

         Segment profits:
           Livestock                    $     2,000    $  549,000    $  641,000 
           Farming                        1,811,000     1,925,000     4,211,000 
           Oil and minerals               1,191,000     1,208,000     1,239,000 
           Commercial and land use         (830,000)     (285,000)     (435,000)
         Segment profits                  2,174,000     3,397,000     5,656,000 
         Interest income                  1,374,000     1,439,000     1,591,000 
         Corporate expenses              (2,389,000)   (2,212,000)   (2,233,000)
         Interest expense                  (436,000)     (287,000)     (424,000)
         Operating profit               $   723,000   $ 2,337,000   $ 4,590,000 

















                                         - 60 -





                           Tejon Ranch Co. and Subsidiaries

                Notes to Consolidated Financial Statements (continued)

          13.  Business Segments (continued)

                                                     Depreciation
                                      Identifiable    and                Capital
                                       Assets        Amortization   Expenditures
 1995

   Livestock                          $  5,533,000    $   303,000    $   270,000
   Farming                              10,370,000        477,000      2,287,000
   Oil and minerals                        258,000          1,000            ---
   Commercial and land use               2,713,000        133,000        557,000
   Corporate                            26,329,000        103,000        149,000
   Total                               $45,203,000     $1,017,000     $3,263,000

 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


          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  assets.   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.




                                         - 61 -





                            Tejon Ranch Co. and Subsidiaries

                 Notes to Consolidated Financial Statements (continued)

          14.  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  
 1995

   First quarter              $ 1,409   $ (818) (2)     $ (661) (2)   $(.05) (2)
   Second quarter               1,792     (355)           (409)        (.03)    
   Third quarter                8,716    2,012             970          .08     
   Fourth quarter               7,573    1,335             534          .04     
                              $19,490   $2,174          $  434        $ .03     
 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     
                                                       

          (1)  Includes interest income.

          (2)  Includes  recognition  of  a  $400,000 ($240,000 after tax, or
               $.02 per share) charge-off of destroyed almond trees.



















                                         - 62 -





                                     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                    **

                    10.2 Tejon Ranch Co. Stock Option Plan            **

                    10.3 Lease agreement for Mr. San Olen             **
                                                                  
                    22 List of subsidiaries of Registrant             61

                    27 Financial Data Schedule (Edgar)                62

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

                    None.

               (c)  Exhibits
               
               *    T h is  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.

               **   T h is  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, 1994, 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.










                                         - 63 -





                                    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
          L a v al  Farms  Corporation,  a  wholly-owned  subsidiary  of

          Registrant.






                                      - 64 -
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET, INCOME STATEMENT, AND FOOTNOTES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 44 20,257 4,487 0 2,827 28,678 28,675 (13,602) 45,203 3,894 0 6,341 0 0 30,628 45,203 19,490 19,490 15,942 15,942 2,389 0 436 723 289 434 0 0 0 434 .03 .03