As filed with the Securities and Exchange Commission on December 14, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
			
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
			
TEJON RANCH CO.
(Exact Name of Registrant as Specified in Its Charter)
			
DELAWARE                           77-0196136
(State or Other Jurisdiction of    (I.R.S. Employer
Incorporation or Organization)     Identification No.)

Post Office Box 1000
4436 Lebec Road
Lebec, California 93243
(805) 327-8481
(Address, Including Zip Code, and Telephone Number, Including Area Code, of 
Registrant's Principal Executive Offices)
			
TEJON RANCH CO.
1998 STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plans)
			
ROBERT A. STINE
TEJON RANCH CO.
P.O. Box 1000
Lebec, California 93243
(800) 248-6774 
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)

<TABLE>
CALCULATION OF REGISTRATION FEE

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

This Registration Statement contains 11 sequentially numbered pages.  
The Exhibit Index appears on sequentially numbered page 9.

(1)	These shares of Common Stock are reserved for issuance pursuant to the
 Tejon Ranch Co. 1998 Stock Incentive Plan and the Non-Employee Director 
 Stock Incentive Plan.   Pursuant to Rule 416(c), there is also being 
 registered such number of additional shares which may become available 
 for purchase pursuant to the foregoing Plans in the event of certain 
 changes in the outstanding shares, including reorganizations, 
 recapitalizations, stock splits, stock dividends, and reverse stock splits.

(2)	Estimated in accordance with Rule 457(h) and Rule 457(c) solely for 
 purposes of calculating the registration fee and based on the average of 
 the high and low prices of the Common Stock of Tejon Ranch Co. on the 
 American Stock Exchange on December 10, 1998.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.		Plan Information.

Omitted pursuant to Form S-8.

Item 2.		Registrant Information and Employee Plan Annual Information.

Omitted pursuant to Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.		Incorporation of Documents by Reference.

The following documents of Tejon Ranch Co., a Delaware corporation (the 
"Company"), previously filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in and made a part
of this Registration Statement:
	
(1)	The Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1997;
(2)	The Company's Quarterly Report on Form 10-Q for the quarters ended 
March 31, 1998, June 30, 1998 and September 30, 1998;
(3)	The description of the Company's Common Stock contained in the 
Registrant's Registration Statement filed under Section 12 of the 
Securities and Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 
prior to the filing of a post-effective amendment which indicates that 
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and the Prospectus that is part 
hereof from the date of filing of such documents.

Item 4.		Description of Securities.

Not applicable.

Item 5.		Interests of Named Experts and Counsel.

None.

Item 6.		Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware empowers a corporation 
to indemnify any person who was or is a part or is threatened to be made a 
part to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that he or she is a director, officer, employee or agent of the 
corporation or is or was serving at the request of the corporation as 
director, officer, employee or agent of another corporation or enterprise.  
Depending on the character of the proceeding, a corporation may indemnify 
against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred in connection 
with such action, suit or proceeding if the person identified acted in good 
faith and in a manner he or she reasonably believed to be in or not 
opposed to the best interest of the corporation and, with respect to any 
criminal action or proceeding, had no cause to believe his or her conduct 
was unlawful.  In the case of an action by or in the right of the 
corporation, no indemnification may be made in respect to any claim, issue 
or matter as to which such person shall have been adjudged to be liable for 
negligence or misconduct in the performance of his or her duty to the 
corporation unless and only to the extent that a Court of Chancery or the 
court in which such action or suit was brought shall determine that 
despite the adjudication of liability such person is fairly and reasonably 
entitled to indemnity for such expenses which the court shall deem proper.  
Section 145 further provides that to the extent that a director or officer 
of a corporation has been successful in the defense of any action, suit or 
proceeding referred to above or in the defense of any claim, issue or matter 
herein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

The Certificate of Incorporation of the Company provides, in effect, that, 
to the fullest extent permitted by Delaware General Corporation Law, the 
Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding of the type described 
above by reason of the fact that he or she is a director, officer, employee 
or agent of the Registrant.

The Registrant's Certificate of Incorporation relieves its directors from 
monetary damages to the Registrant or its stockholders for breach of such 
director's fiduciary duty as a director to the full extent permitted by the 
Delaware General Corporation Law.  Under Section 102(7) of the Delaware 
General Corporation Law a corporation may relieve its directors from 
personal liability to such corporation or its stockholders for monetary 
damages for any breach of their fiduciary duty as directors except (i) for 
a breach of the duty of loyalty, (ii) for failure to act in good faith, 
(iii) for intentional misconduct or knowing violation of law, (iv) for 
willful or negligent violations of certain provisions in the Delaware 
General Corporation Law imposing certain requirements with respect to stock 
purchases, redemptions and dividends or (v) for any transaction from which 
the director derived an improper personal benefit.

Item 7.		Exemption from Registration Claimed.

Not applicable.

Item 8.		Exhibits.

4.1      Tejon Ranch Co. 1998 Stock Incentive Plan.*
4.2      Tejon Ranch Co. Non-Employee Director Stock Incentive 
         Plan.*
4.3      Form of Stock Option Agreement under 1998 Stock 
         Incentive Plan*
4.4      Form of Stock Option Agreement under Non Employee 
         Director Stock Incentive Plan*
4.5      Restated Certificate of Incorporation of the Company**
4.6      Restated Bylaws of the Company***
5.0      Opinion of Gibson, Dunn & Crutcher, LLP.
23.1     Consent of Ernst & Young, LLP.
23.2     Consent of Gibson, Dunn & Crutcher, LLP.
24.0     Power of Attorney.

*       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, 1997, is incorporated herein 
        by reference.

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

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

Item 9.		Undertakings.

(1)	The undersigned registrant hereby undertakes:
    (i)	To file, during any period in which offers or sales are being made, 
    a post-effective amendment to this registration statement to include 
    any material information with respect to the plan of distribution not 
    previously disclosed in the registration statement or any material 
    change to such information in the registration statement.
    
    (ii)	That, for the purpose of determining any liability under the 
    Securities Act of 1933, each such post-effective amendment shall be 
    deemed to be a new registration statement relating to the securities 
    offered therein, and the offering of such securities at that time shall 
    be deemed to be the initial bona fide offering thereof.

    (iii)	To remove from registration by means of a post-effective 
    amendment any of the securities being registered which remain unsold at 
    the termination of the offering.

(2)	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of 
the Securities Exchange Act of 1934) that is incorporated by reference in 
the registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering of 
such securities at the time shall be deemed to be the initial bona fide 
offering thereof.

(3)	Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment 
by the registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of 
the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the County of Kern, State of California, on 
this 1st day of December, 1998.

TEJON RANCH CO.

By:	/s/ Robert A. Stine
   	Robert A. Stine,
	   President and
	   Chief Executive Officer

POWER OF ATTORNEY

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


Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed below by the following persons in the capacities 
and as of the dates indicated below.

Signature                      Title                      Date
/s/ Robert A. Stine           
Robert A. Stine               President, Chief           December 1, 1998
                              Executive Officer and
                              Director (Principal 
                              Executive Officer)

/s/ Allen E. Lyda
Allen E. Lyda                 Vice President - Finance   December 1, 1998 
                              and Treasurer 
                              (Principal Financial 
                              and Principal 
                              Accounting Officer)

/s/ Otis Booth, Jr.
Otis Booth, Jr.               Director                   December 1, 1998

/s/ Craig Cadwalader
Craig Cadwalader              Director                   December 1, 1998

/s/ Dan T. Daniels 
Dan T. Daniels                Director                   December 1, 1998

/s/ Rayburn S. Dezember 
Rayburn S. Dezember           Director                   December 1, 1998

/s/ Norman Metcalfe
Norman Metcalfe               Director                   December 1, 1998

/s/Robert C. Ruocco
Robert C. Ruocco              Director                   December 1, 1998

/s/ Kent G. Snyder
Kent G. Snyder                Director                   December 1, 1998

/s/ Geoffrey L. Stack
Geoffrey L. Stack             Director                   December 1, 1998

/s/ Martin J. Whitman
Martin J. Whitman             Director                   December 4, 1998

EXHIBIT INDEX
Exhibit No.                Description                Sequentially 
                                                      Numbered Page
4.1                       Tejon Ranch Co. 1998 Stock 
                          Incentive Plan.                   *
4.2                       Tejon Ranch Co. Non-Employee 
                          Director Stock Incentive Plan     *
4.3                       Form of Stock Option Agreement 
                          under 1998 Stock Incentive Plan   *
4.4                       Form of Stock Option Agreement 
                          under Non Employee Director 
                          Stock Incentive Plan              *
4.5                       Restated Certificate of 
                          Incorporation of the Company      *
4.6                       Restated Bylaws of the Company    *
5.0                       Opinion of Gibson, Dunn & 
                          Crutcher, LLP.                   10
23.1                      Consent of Ernst & Young, LLP.   11
23.2                      Consent of Gibson, Dunn & 
                          Crutcher, LLP.                   **
24.0                      Power of Attorney.     (contained on the 
                                                  signature page of 
                                                  this Registration 
                                                  Statement)
                          * Incorporated by reference
                         ** Included in Exhibit 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16424}]
{"company-data": {"conformed-name": "TEJON RANCH CO", "cik": "0000096869", "assigned-sic": "0100", "irs-number": "770196136", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-68869", "film-number": "98769115"}, "business-address": {"street1": "4436 LEBEC ROAD", "street2": "PO BOX 1000", "city": "LEBEC", "state": "CA", "zip": "93243", "phone": "8053278481"}, "mail-address": {"street1": "4436 LEBEC RD", "street2": "PO BOX 1000", "city": "LEBEC", "state": "CA", "zip": "93243"}}
As filed with the Securities and Exchange Commission on December 14, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
			
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
			
TEJON RANCH CO.
(Exact Name of Registrant as Specified in Its Charter)
			
DELAWARE                           77-0196136
(State or Other Jurisdiction of    (I.R.S. Employer
Incorporation or Organization)     Identification No.)

Post Office Box 1000
4436 Lebec Road
Lebec, California 93243
(805) 327-8481
(Address, Including Zip Code, and Telephone Number, Including Area Code, of 
Registrant's Principal Executive Offices)
			
TEJON RANCH CO.
1998 STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plans)
			
ROBERT A. STINE
TEJON RANCH CO.
P.O. Box 1000
Lebec, California 93243
(800) 248-6774 
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE
Title of      Amount      Proposed      Proposed   Amount of
Securities    to be       Maximum       Maximum    Registration
to be        Registered   Aggregate     Aggregate    Fee
Registered    (1)         Offering      Offering
                          Price per     Price (2)
                          Share (2) 
Common Stock 1,000,000    $19.8125      $19,812,500   $5,508
This Registration Statement contains 11 sequentially numbered pages.  
The Exhibit Index appears on sequentially numbered page 9.

(1)	These shares of Common Stock are reserved for issuance pursuant to the
 Tejon Ranch Co. 1998 Stock Incentive Plan and the Non-Employee Director 
 Stock Incentive Plan.   Pursuant to Rule 416(c), there is also being 
 registered such number of additional shares which may become available 
 for purchase pursuant to the foregoing Plans in the event of certain 
 changes in the outstanding shares, including reorganizations, 
 recapitalizations, stock splits, stock dividends, and reverse stock splits.

(2)	Estimated in accordance with Rule 457(h) and Rule 457(c) solely for 
 purposes of calculating the registration fee and based on the average of 
 the high and low prices of the Common Stock of Tejon Ranch Co. on the 
 American Stock Exchange on December 10, 1998.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.		Plan Information.

Omitted pursuant to Form S-8.

Item 2.		Registrant Information and Employee Plan Annual Information.

Omitted pursuant to Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.		Incorporation of Documents by Reference.

The following documents of Tejon Ranch Co., a Delaware corporation (the 
"Company"), previously filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in and made a part
of this Registration Statement:
	
(1)	The Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1997;
(2)	The Company's Quarterly Report on Form 10-Q for the quarters ended 
March 31, 1998, June 30, 1998 and September 30, 1998;
(3)	The description of the Company's Common Stock contained in the 
Registrant's Registration Statement filed under Section 12 of the 
Securities and Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 
prior to the filing of a post-effective amendment which indicates that 
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and the Prospectus that is part 
hereof from the date of filing of such documents.

Item 4.		Description of Securities.

Not applicable.

Item 5.		Interests of Named Experts and Counsel.

None.

Item 6.		Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware empowers a corporation 
to indemnify any person who was or is a part or is threatened to be made a 
part to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, by reason of the 
fact that he or she is a director, officer, employee or agent of the 
corporation or is or was serving at the request of the corporation as 
director, officer, employee or agent of another corporation or enterprise.  
Depending on the character of the proceeding, a corporation may indemnify 
against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred in connection 
with such action, suit or proceeding if the person identified acted in good 
faith and in a manner he or she reasonably believed to be in or not 
opposed to the best interest of the corporation and, with respect to any 
criminal action or proceeding, had no cause to believe his or her conduct 
was unlawful.  In the case of an action by or in the right of the 
corporation, no indemnification may be made in respect to any claim, issue 
or matter as to which such person shall have been adjudged to be liable for 
negligence or misconduct in the performance of his or her duty to the 
corporation unless and only to the extent that a Court of Chancery or the 
court in which such action or suit was brought shall determine that 
despite the adjudication of liability such person is fairly and reasonably 
entitled to indemnity for such expenses which the court shall deem proper.  
Section 145 further provides that to the extent that a director or officer 
of a corporation has been successful in the defense of any action, suit or 
proceeding referred to above or in the defense of any claim, issue or matter 
herein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

The Certificate of Incorporation of the Company provides, in effect, that, 
to the fullest extent permitted by Delaware General Corporation Law, the 
Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding of the type described 
above by reason of the fact that he or she is a director, officer, employee 
or agent of the Registrant.

The Registrant's Certificate of Incorporation relieves its directors from 
monetary damages to the Registrant or its stockholders for breach of such 
director's fiduciary duty as a director to the full extent permitted by the 
Delaware General Corporation Law.  Under Section 102(7) of the Delaware 
General Corporation Law a corporation may relieve its directors from 
personal liability to such corporation or its stockholders for monetary 
damages for any breach of their fiduciary duty as directors except (i) for 
a breach of the duty of loyalty, (ii) for failure to act in good faith, 
(iii) for intentional misconduct or knowing violation of law, (iv) for 
willful or negligent violations of certain provisions in the Delaware 
General Corporation Law imposing certain requirements with respect to stock 
purchases, redemptions and dividends or (v) for any transaction from which 
the director derived an improper personal benefit.

Item 7.		Exemption from Registration Claimed.

Not applicable.

Item 8.		Exhibits.

4.1      Tejon Ranch Co. 1998 Stock Incentive Plan.*
4.2      Tejon Ranch Co. Non-Employee Director Stock Incentive 
         Plan.*
4.3      Form of Stock Option Agreement under 1998 Stock 
         Incentive Plan*
4.4      Form of Stock Option Agreement under Non Employee 
         Director Stock Incentive Plan*
4.5      Restated Certificate of Incorporation of the Company**
4.6      Restated Bylaws of the Company***
5.0      Opinion of Gibson, Dunn & Crutcher, LLP.
23.1     Consent of Ernst & Young, LLP.
23.2     Consent of Gibson, Dunn & Crutcher, LLP.
24.0     Power of Attorney.

*       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, 1997, is incorporated herein 
        by reference.

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

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

Item 9.		Undertakings.

(1)	The undersigned registrant hereby undertakes:
    (i)	To file, during any period in which offers or sales are being made, 
    a post-effective amendment to this registration statement to include 
    any material information with respect to the plan of distribution not 
    previously disclosed in the registration statement or any material 
    change to such information in the registration statement.
    
    (ii)	That, for the purpose of determining any liability under the 
    Securities Act of 1933, each such post-effective amendment shall be 
    deemed to be a new registration statement relating to the securities 
    offered therein, and the offering of such securities at that time shall 
    be deemed to be the initial bona fide offering thereof.

    (iii)	To remove from registration by means of a post-effective 
    amendment any of the securities being registered which remain unsold at 
    the termination of the offering.

(2)	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of 
the Securities Exchange Act of 1934) that is incorporated by reference in 
the registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering of 
such securities at the time shall be deemed to be the initial bona fide 
offering thereof.

(3)	Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment 
by the registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of 
the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the County of Kern, State of California, on 
this 1st day of December, 1998.

TEJON RANCH CO.

By:	/s/ Robert A. Stine
   	Robert A. Stine,
	   President and
	   Chief Executive Officer

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed below by the following persons in the capacities 
and as of the dates indicated below.

Signature                      Title                      Date
/s/ Robert A. Stine           
Robert A. Stine               President, Chief           December 1, 1998
                              Executive Officer and
                              Director (Principal 
                              Executive Officer)

/s/ Allen E. Lyda
Allen E. Lyda                 Vice President - Finance   December 1, 1998 
                              and Treasurer 
                              (Principal Financial 
                              and Principal 
                              Accounting Officer)

/s/ Otis Booth, Jr.
Otis Booth, Jr.               Director                   December 1, 1998

/s/ Craig Cadwalader
Craig Cadwalader              Director                   December 1, 1998

/s/ Dan T. Daniels 
Dan T. Daniels                Director                   December 1, 1998

/s/ Rayburn S. Dezember 
Rayburn S. Dezember           Director                   December 1, 1998

/s/ Norman Metcalfe
Norman Metcalfe               Director                   December 1, 1998

/s/Robert C. Ruocco
Robert C. Ruocco              Director                   December 1, 1998

/s/ Kent G. Snyder
Kent G. Snyder                Director                   December 1, 1998

/s/ Geoffrey L. Stack
Geoffrey L. Stack             Director                   December 1, 1998

/s/ Martin J. Whitman
Martin J. Whitman             Director                   December 4, 1998

EXHIBIT INDEX
Exhibit No.                Description                Sequentially 
                                                      Numbered Page
4.1                       Tejon Ranch Co. 1998 Stock 
                          Incentive Plan.                   *
4.2                       Tejon Ranch Co. Non-Employee 
                          Director Stock Incentive Plan     *
4.3                       Form of Stock Option Agreement 
                          under 1998 Stock Incentive Plan   *
4.4                       Form of Stock Option Agreement 
                          under Non Employee Director 
                          Stock Incentive Plan              *
4.5                       Restated Certificate of 
                          Incorporation of the Company      *
4.6                       Restated Bylaws of the Company    *
5.0                       Opinion of Gibson, Dunn & 
                          Crutcher, LLP.                   10
23.1                      Consent of Ernst & Young, LLP.   11
23.2                      Consent of Gibson, Dunn & 
                          Crutcher, LLP.                   **
24.0                      Power of Attorney.     (contained on the 
                                                  signature page of 
                                                  this Registration 
                                                  Statement)
                          * Incorporated by reference
                         ** Included in Exhibit 5