SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
        February 23, 2010
 Allen E. Lyda Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
 File No. 001-07183

Dear Mr. Lyda:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
DEFINITIVE PROXY STATEMENT

Compensation Discussion & Analysis, page 7
 Base Salaries, page 9

 1. We note your response to comment 2 in our  letter dated December 28, 2009.  Your
response does not fully explain your CEO’s input regarding the increase of base
salaries for your other named executive officer s.  Please describe the specific input
and analysis that the CEO provided to th e compensation committee that led them to

Allen E. Lyda
Tejon Ranch Co. February 23, 2010 Page 2
increase the base salaries.  Provide us with sample di sclosure and confirm that you
will provide similar disclosure as applicable in future filings.
 Annual Performance-Based Incentive Bonuses, page 9

 2. We have reviewed your response to comment 3 in our letter dated December 28,
2009.  Please provide us with revised disclo sure for fiscal year 2008 in response to
our comment.
 3. We have reviewed your response to comment 4 in our letter dated December 28,
2009.  Please further explain the evaluation that the compensation committee used to
determine the actual percentage of base salary received.  For example, you state that
Ms. Bjorn’s incentive bonus was adju sted downward based upon an overall
evaluation of performance.  Please disclose  what aspects of her performance caused
the downward adjustment.  Furthermore, pleas e also disclose the specific level that
each individual executive officer met.  Provide us with sample disclosure and confirm that you will provide simila r disclosure in future filings.

*  *  *  *
  As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Allen E. Lyda
Tejon Ranch Co. February 23, 2010 Page 3

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Wilson Lee at (202 ) 551-3468 or Cicely LaMothe at (202) 551-
3413 if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin Martin at ( 202) 551-3391 or me at (202) 551-3655 with any
other questions.
Sincerely,

Sonia Barros Special Counsel