SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
May 4, 2010
 Allen Lyda Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243
Re: Tejon Ranch Co.
  Registration Statement on Form S-3
Filed April 19, 2010
  File No. 333-166167

Dear Mr. Lyda:

We have limited our review of your filing to those issues we have addressed in
our comment.  Where indicated, we think you should revise your document in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  After reviewing this info rmation, 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.
 Part II – Information Not Required In Prospectus, page II-1

 Item 17. Undertakings, page II-2

 1. Please include the undertaking found in  Item 512(c) of Regulation S-K.

*   *   *   *   *

As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd response to our comment.

Allen Lyda
Tejon Ranch Co. May 4, 2010 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company request s acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
 ‚ should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
 ‚ the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
 ‚ the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Allen Lyda
Tejon Ranch Co. May 4, 2010 Page 3

Please contact Erin E. Martin at (202 ) 551-3391 or me at (202) 551-3233 with any
questions.

     S i n c e r e l y ,          T o m  K l u c k       B r a n c h  C h i e f
 cc: Arieh Lanin ( via facsimile )