FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

                    (X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended    March 31, 1997

                                          OR

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

                    for the transition period from             to          

                    For Quarter Ended                  Commission File Number

                      March 31, 1997                          1-7183       

                                        TEJON RANCH CO.                    

                    (Exact name of Registrant as specified in its charter)

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

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

          Registrant's  telephone  number, including area code...(805) 248-6774

          Indicate  by  check mark whether the Registrant (1) has filed all
          reports  required  to  be  filed  by  Section  13 or 15(d) of the
          Securities  Exchange  Act  of 1934 during the preceding 12 months
          (or  for  such shorter period that the Registrant was required to
          file  such  reports),  and  (2)  has  been subject to such filing
          requirements for the past 90 days.

          Yes  X    No    

          Total  Shares of Common Stock issued and outstanding on March 31,
          1997, were 12,682,244.




                                        - 1 - 





          PART I FINANCIAL INFORMATION

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

                                          THREE MONTHS ENDED
                                              March 31      

                                          1997          1996
                                             
          Revenues:
               Livestock                $ 1,569      $   549
               Farming                      452           24
               Oil and Minerals             302          281
               Commercial and Land Use      377          336
               Interest Income              323          328
                                          3,023        1,518

          Costs and Expenses:
               Livestock                  1,694          697
               Farming                      444          378
               Oil and Minerals              45           43
               Commercial and Land Use      517          480
               Corporate Expense            709          476
               Interest Expense              71           50
                                          3,480        2,124

          Operating Loss                   (457)        (606)

          Income Tax Benefit               (171)        (242)
          Net Loss                      $  (286)     $  (364)


          Net Loss Per Share            $  (.02)     $  (.03)



          See Notes to Consolidated Condensed Financial Statements.




                                        - 2 - 





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

                                        March 31,1997    DECEMBER 31, 1996*
                                         (Unaudited)
                                                              
          ASSETS
          CURRENT ASSETS
            Cash and Cash Equivalents    $     758               $     693
            Marketable Securities           19,032                  20,127
            Accounts & Notes Receivable      2,771                   4,303
            Inventories:
              Cattle                         4,112                   3,082
              Farming                        1,720                     191
              Other                            505                     157
            Prepaid Expenses and Other       1,218                   1,319
            Total Current Assets            30,116                  29,872
          PROPERTY AND EQUIPMENT-NET        20,692                  16,270
          OTHER ASSETS                       1,248                   1,227
          TOTAL ASSETS                   $  52,056               $  47,369

          LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
            Trade Accounts Payable       $   1,589               $     488
            Other Accrued Liabilities          217                     569
            Other Current Liabilities        8,464                   4,129
            Total Current Liabilities       10,270                   5,186
          LONG-TERM DEBT                     1,800                   1,800
          DEFERRED CREDITS                   2,607                   2,651
            Total Liabilities               14,677                   9,637

          STOCKHOLDERS' EQUITY
            Common Stock                     6,341                   6,341
            Additional Paid-In Capital         387                     387
            Retained Earnings               30,967                  31,253
            Defined Benefit Plan-Funding
              Adjustment, net of taxes        (256)                   (256)
            Marketable Securities -
              Unrealized Gains (Losses)
              Net                              (60)                      7
            Total Stockholders' Equity      37,379                  37,732
          TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY         $  52,056               $  47,369

          See Notes to Consolidated Condensed Financial Statements.
          *    The Balance Sheet at December 31, 1996 has been derived from
               the audited financial statements at that date.




                                        - 3 - 



                           TEJON RANCH CO. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                                    (In thousands)
                                     (Unaudited)
                                                        THREE MONTHS ENDED
                                                             March 31      
                                                         1997        1996  
                                                            
          OPERATING ACTIVITIES
            Net Loss                                 $    (286)    $  (364)
            Items Not Affecting Cash:
              Depreciation and Amortization                355         269
              Decrease Income Taxes                          0         134
              Gain on Sale of Investments                   (4)          0
            Changes in Operating Assets and 
              Liabilities:
                Receivables, Inventories and 
                  Other Assets, Net                       (876)     (1,408)
                Current Liabilities, Net                   (43)       (689)
          NET CASH (USED) BY
            OPERATING ACTIVITIES                          (854)       (758)

          INVESTING ACTIVITIES
            Acquisition of Champion Feeders             (3,874)        ---
            Maturities and Sales of Marketable 
              Securities                                 1,916       3,987
            Funds Invested in Marketable
              Securities                                  (928)     (4,081)
            Property and Equipment
              Expenditures                              (1,278)       (450)
            Net Change in Breeding Herds                    (1)       (104)
            Other                                          (43)         (3)
          NET CASH (USED IN) PROVIDED BY 
            INVESTING ACTIVITIES                        (4,208)        645 

          FINANCING ACTIVITIES
            Proceeds From Revolving Line of Credit      10,041       3,700 
            Payments of Revolving Line of Credit        (4,914)     (3,779)
          NET CASH PROVIDED BY (USED IN) FINANCING
            ACTIVITIES                                   5,127         (79)

          INCREASE IN CASH AND 
            CASH EQUIVALENTS                                65          34
          Cash and Cash Equivalents at
            Beginning of Year                              693          44
          CASH AND CASH EQUIVALENTS AT
            END OF PERIOD                            $     758     $    78

          See Notes to Consolidated Condensed Financial Statements.



                                        - 4 - 



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

          March 31, 1997

          NOTE A - BASIS OF PRESENTATION

          The summarized information furnished by Registrant pursuant to
          the instructions to Part I of Form 10-Q is unaudited and reflects
          all adjustments which are, in the opinion of Registrant's
          Management, necessary for a fair statement of the results for the
          interim period.  All such adjustments are of a normal recurring
          nature.

          The results of the period reported herein are not indicative of
          the results to be expected for the full year due to the seasonal
          nature of Registrant's agricultural activities.  Historically,
          the largest percentage of revenues are recognized during the
          third and fourth quarters.

          For further information, refer to the Consolidated Financial
          Statements and footnotes thereto included in Registrant's Annual
          Report on Form  10-K for the year ended December 31, 1996.

          NOTE B - CALCULATIONS OF EARNINGS PER SHARE

          Earnings per share is calculated using the weighted average
          number of common shares outstanding during the period.  Common
          shares outstanding for the three month period ended March 31,
          1997 and 1996 were 12,682,244.  Registrant has a Stock Option
          Plan providing for the granting of options to purchase a maximum
          of 230,000 shares of Registrant's Common Stock to employees,
          advisors and consultants of Registrant.  At March 31,1997,
          options to purchase 179,000 shares are outstanding at prices
          equal to the fair market value at date of grant (100,000 shares
          at $17.875, 59,000 shares at $20.00 per share, and 20,000 shares
          at $15.00 per share).  Stock options granted will be treated as
          common stock equivalents in accordance with the treasury method
          when such amounts would be dilutive.  Fully diluted common shares
          outstanding for the three month period ended March 31, 1997 and
          1996 were 12,683,431 and 12,683,670 respectively.  There is no
          change in earnings per share based on the fully diluted common
          shares outstanding.

          NOTE C - MARKETABLE SECURITIES

          Registrant has elected to classify its securities as available-
          for-sale per Statement of Financial Accounting Standard No. 115,
          Accounting for Certain Investments in Debt and Equity Securities,
          and therefore is required to adjust securities to fair value at
          each reporting date.

                                        - 5 - 



          Marketable securities consist of the following at:
                                             
                                           March 31            December 31
                                             1997                1996
                                           Estimated           Estimated
                                             Fair                 Fair
                                     Cost    Value      Cost     Value
                                                      
          Marketable securities:
          (in thousands)
            U.S. Treasury and 
            agency notes           $11,768    $11,701   $13,156   $13,158  

            Corporate notes          7,364      7,331     6,960     6,969  
                                   $19,132    $19,032   $20,116   $20,127  



          As of March 31, 1997, the cumulative fair value adjustment is a
          $100,000 unrealized loss.  The cumulative fair value adjustment
          to stockholders' equity, net of a deferred tax of $40,000, is an
          unrealized loss of $60,000.  Registrant's gross unrealized
          holding gains equal $149,000, while gross unrealized holding
          losses equal $249,000.  On March 31, 1997, the average maturity
          of U.S. Treasury and agency securities was 1.2 years and
          corporate notes was 1.6 years.  Currently, Registrant has no
          securities with a remaining term to maturity of greater than five
          years.

          Market value equals quoted market price, if available.  If a
          quoted market price is not available, market value is estimated
          using quoted market prices for similar securities.  Registrant's
          investments in Corporate notes are with companies with a credit
          rating of A or better.  

          NOTE D - COMMODITY DERIVATIVES USED TO HEDGE PRICE FLUCTUATIONS

          Registrant uses commodity contracts to hedge its exposure to
          price fluctuations on its purchased stocker cattle and cattle
          feed costs.  The objective is to protect or create a future price
          for stocker cattle that will provide a profit or minimize a loss
          once the cattle are sold and all costs are deducted and to
          protect Registrant against market declines.  To help achieve this
          objective Registrant uses the cattle futures and cattle options
          markets to hedge the price of cattle.  Registrant also hedges to
          protect against fluctuations in feed cost by using the corn
          futures and options markets. Feed costs are hedged in order to
          protect against large pricing increases in feed costs. Registrant
          continually monitors any open futures and options contracts to
          determine the appropriate hedge based on market movement of the
          underlying asset.  The option and futures contracts used


                                        - 6 - 


          typically expire on a quarterly or semi-annual basis and are
          structured to expire close to or during the month the stocker
          cattle are scheduled to be sold.  The risk associated with
          hedging is that hedging imposes a limit on the potential profits
          from the sale of cattle if cattle prices begin to increase
          dramatically.  The costs of buying and selling options and
          futures contracts reduce profits.  Any payments received and paid
          related to options contracts are deferred in and reflected as an
          asset on the balance sheet in  prepaid expenses until contracts
          are closed or expire.  There were no outstanding option contracts
          at March 31, 1997.  Cattle futures contracts are carried off-
          balance sheet until the contracts are settled.  Realized losses
          associated with closed contracts equal to $116,000 are currently
          included in cattle inventory and will be recognized in cost of
          sales when the cattle are sold during the second quarter of 1997.

          The following table identifies the cattle futures contract
          amounts outstanding at March 31, 1997 (in thousands, except
          number of Contracts):

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

                                                        
      Cattle futures 
        sold 50,000  
         lbs. per    
         contract          25         May 97   $   827      $  (873)    $(46)

      Cattle futures
       sold 40,000         20        Aug. 97       508         (511)      (3)
         lbs. per
         contract

      Cattle futures       20       Sept. 97      (733)         737        4  
       purchased,
         50,000 lbs.         15        Oct. 97      (534)         558     24
         per contract


          Estimated fair value at settlement is based upon quoted market
          prices at March 31, 1997.

          NOTE E - ACQUISITION OF ASSETS

          On March 10, 1997, Registrant completed the purchase of certain
          assets from Champion Feeders, Inc., a cattle feedlot company in
          western Texas.  The assets purchased include land, a feed mill,
          cattle pins, office and shop buildings, all rolling stock,
          inventory and intangibles.  No debt or material liabilities of


                                        - 7 - 



          Champion Feeders, Inc. were assumed in the purchase of these
          assets.  The purchase price for these assets is $3.5 million plus
          inventory value of $358,000, as of February 28, 1997 and will be
          accounted for as a purchase.  The purchase price of the assets
          was based upon a dollar value per head of capacity at the
          feedyard and the fair market value of assets purchased.  The
          purchase price was allocated based on estimated fair value at
          date of acquisition.  The excess of the purchase price over the
          fair market value of assets acquired was immaterial.

          The purchase of these assets allows the Company to begin to meet
          its long-term objective of becoming vertically integrated within
          the beef industry.  The assets purchased will allow Registrant to
          own and operate a cattle feedyard operation in western Texas.

          The following unaudited pro forma information presents a summary
          of consolidated results of operations of Registrant as if the
          acquisition had occurred as of January 1, 1996.

                                                   Three Months Ended

                                                        March 31

                                                (In thousands except per
                                                     share amounts)
                                                     1997            1996

                                                              
           Total Revenue                             $5,726         $6,181

           Net Operating Income (Loss)                (128)          (512)

           Net Income (Loss)                           (34)          (308)
           Net Income (Loss) Per Share                $0.00        $(0.02)



          NOTE F - CONTINGENCIES

          Registrant 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 successor to the previous operator) and
          Registrant have been ordered to clean up and abate certain
          hazardous waste sites on the leased premises.  Under existing
          lease agreements, National or Lafarge is required to indemnify
          Registrant for costs and liabilities incurred in connection with
          the cleanup order depending on when the release of hazardous
          waste occurred.  Due to the financial strength of National and
          its parent company, which guaranteed National's obligations, and
          Lafarge, Registrant believes that it is remote there will be a
          material effect on Registrant.


                                        - 8 - 


          As an unrelated matter, Registrant has recently become aware that
          soils contaminated by gasoline, diesel fuel, and heavy metals are
          present on the premises leased from Registrant by Truckstops of
          America for a truck stop and gas station.  Registrant has become
          actively engaged in the regulatory oversight activities of the
          Kern County Environmental Health Services Department, which has
          named Registrant as a responsible party with respect to the
          underground diesel storage tanks that have leaked, and of the
          Central Valley Regional Water Quality Control Board.  Registrant
          has demanded the cleanup of the contaminated soils.  This demand
          has been made on the current tenant, and the guarantors of the
          lease, Standard Oil of Ohio and BP Oil & Exploration, Inc. 
          Registrant has entered into settlement discussions with the
          foregoing parties, is currently working with them on a jointly
          approved investigation plan, and is hopeful that this dispute can
          be resolved without resorting to litigation.  Because of the
          financial strength of Standard Oil of Ohio and BP Oil &
          Exploration, Inc.  Registrant believes it is remote that this
          matter will have a material effect on Registrant.

          For a further discussion refer to Registrant's 1996 Form 10-K,
          Part I, Item 3, - "Legal Proceedings".  There have been no
          changes since the filing of the 1996 Form 10-K.  

          NOTE G - PAYMENT OF DIVIDEND

          On April 7, 1997, the Board of Directors voted to declare a cash
          dividend of two and one-half cents ($0.025) per share.  The
          dividend will apply to stockholders of record as of the close of
          business on May 14, 1997, with payment to be made on June 16,
          1997.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

          Results of Operations

          This Management's discussion and Analysis of Financial Condition
          and Results of Operations includes forward-looking statements
          that are subject to many uncertainties and may turn out not to be
          accurate.  These forward looking statements are subject to
          factors beyond the control of Registrant (such as weather and
          market forces) and with respect to Registrant's future
          development of its land, the availability of financing and the
          ability to obtain various governmental entitlements.  No
          assurance can be given that any such projections will turn out to
          be accurate.

          Total revenues, including interest income for the first quarter
          of 1997 were $3,023,000 compared to $1,518,000 for the first
          quarter of 1996.  The growth in revenues during the first quarter
          of 1997 is primarily attributable to increases in livestock and
          farming revenues.  The increase in livestock revenues is due

                                        - 9 - 


          primarily to the purchase of a cattle feedlot located near
          Hereford, Texas that was completed on March 10, 1997.  The
          revenues from the feedlot were approximately $1,270,000. 
          Revenues at the feedlot are derived from the sale of grain and
          other types of feed ration to customers that are feeding cattle
          at the feedlot.  This growth in revenues within the livestock
          division was partially offset by a decline in cattle sales
          revenues due to 527 fewer head of cattle being sold in 1997,
          which resulted in cattle sales revenues being $219,000 less than
          in 1996.  Farming revenues increased due to the receipt of
          additional crop proceeds related to the 1996 grape and walnut
          crops.  This increase is due to an increase in crop prices that
          were reflected in the final settlement payments received during
          January and February 1997.

          Operating activities during the first quarter of 1997 resulted in
          a net loss of $286,000, or $0.02 per share, compared to a net
          loss of $364,000, or $0.03 per share, for the same period of
          1996.  The improvement in net earnings when compared to 1996 is
          due to  the increase in revenues as described above which was
          partially offset by increased livestock and general and
          administrative expenses.  The increase in livestock expense is
          primarily attributable to the purchase of the new feedlot. 
          Expenses at the feedlot for the month of March were approximately
          $1,140,000.  This increase in expense was partially offset by
          lower cost of sales on cattle due to fewer head of cattle being
          sold.  General and administrative costs have increased when
          compared to the first quarter of 1996 due to higher staffing
          costs and professional service fees related to work performed by
          J.P. Morgan.  Staffing costs increased in 1997 due to the timing
          of hiring a new chief executive officer.  During the first
          quarter of 1996 Registrant had not yet hired a new chief
          executive officer.

          Registrant believes that cattle prices should continue to improve
          throughout 1997 due to lower supplies during the latter part of
          1997 and the continued increase in demand due to export growth
          and U.S. population growth.  It is a little early in the crop
          year to make production estimates for grapes and nuts, but winter
          storms and flooding in certain areas of California could have a
          negative effect on total state production.  Based on current
          inventory levels within the grape and almond industry, Registrant
          believes that prices for these crops will remain at high levels.

          Registrant has been advised that final approvals were received
          for the construction of a major crude oil pipeline through ranch
          lands.  During December 1995 Registrant completed negotiations
          with respect to an easement agreement related to this pipeline. 
          The actual start date of construction is still unknown at this
          time, but Registrant has been advised by the pipeline company
          that construction could begin during 1997, although there are
          still substantial uncertainties about the project and its timing. 

                                        - 10 - 


          If and when construction starts, Registrant will receive a
          substantial one time payment for this easement that will be
          recorded as revenues when received.

          Registrant continues to be involved in various environmental
          proceedings related to leased acreage.  For a further discussion
          refer to Note E - Contingencies.

          Prices received by Registrant for many of its products are
          dependent upon prevailing market conditions and commodity prices. 
          Therefore, Registrant is unable to accurately predict revenue,
          just as it cannot pass on any cost increases caused by general
          inflation, except to the extent reflected in market conditions
          and commodity prices.  The operations of the Registrant are
          seasonal and results of operations cannot be predicted based on
          quarterly results.

          Liquidity and Capital Resources

          Registrant's cash, cash equivalents and short-term investments
          totaled approximately $19,790,000 at March 31, 1997, compared to
          $20,820,000 on March 31, 1996, a decrease of 5%.  Working capital
          as of March 31, 1997 was $19,846,000 compared to $24,686,000 on
          December 31,1996.  Working capital uses during the first quarter
          of 1997 were for capital expenditures and the purchase of a
          cattle feedlot.  The assets of the cattle feedlot were purchased
          on March 10, 1997 for $3,500,000 plus an additional $350,000 in
          beginning inventories.  Registrant funded this purchase with cash
          and short-term lines of credit.  Registrant has a revolving line
          of credit of $5,000,000 that as of March 31, 1997 had a balance
          of $3,935,000 at an interest rate of 8.50%.  Registrant also has
          a short-term line of credit outstanding of $4,000,000 from an
          investment banking firm.  The lines of credit are expected to be
          paid down throughout the year from the proceeds of cattle and
          crop sales.  The revolving lines of credit are used as a short-
          term cash management tool.

          The accurate forecasting of cash flows by Registrant is made
          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.

          Registrant is currently evaluating the possibility of new farming
          developments, expansion of the cattle herd, and commercial
          development along the Interstate 5 corridor.  These potential new
          projects would be funded from current cash resources and from
          additional borrowings.

          Registrant has traditionally funded its growth and capital

                                        - 11 - 


          additions from internally generated funds.  Management believes
          that the combination of net earnings, short-term investments and
          borrowing capacity 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.

          Impact of Accounting Change

          None

          PART II - OTHER INFORMATION

          Item 1.      Legal Proceedings

          Not Applicable

          Item 2.      Changes in Securities

          Not Applicable

          Item 3.      Defaults upon Senior Securities

          Not Applicable

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

          Not Applicable

          Item 5.            Other Information

          None

          Item 6.            Exhibits and Reports on Form 8-K

          (a)  Exhibits - None
          (b)  Reports  - None



                                        - 12 - 





                                      SIGNATURES

          Pursuant to the requirements of the Securities and Exchange Act
          of 1934, Registrant has duly caused this report to be signed on
          its behalf by the undersigned thereunto duly authorized.



                                             TEJON RANCH CO.         
                                             (Registrant)



                                             BY   /s/                     
          Date                                 Allen E. Lyda
                                               Vice President, Finance
                                               & Treasurer




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