SecProbe.io

November 5, 2012

Via Email
Allen Lyda
Chief Financial Officer
Tejon Ranch Co.
P.O. Box 1000
Lebec, C A 93243

Re: Tejon Ranch Co.
  Registration Statement on Form S-3
Filed  October 11, 2012
  File No.  333-184367

Dear Mr. Lyda :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We have recently sent you a comment letter dated October 19, 2012 in connection with
our review of your 2011 10 -K.  Please note that we will not be in a position to declare
this registration statement effecti ve until the completion of that 10 -K review.

Incorporation of Certain Information by Reference, page 13

2. We note that you incorporate  future filings until  the end of the “offering of the
debentures.”  Considering your unallocated shelf includes equity securities, please tell us
why you have limited your forward incorporation to your offering of the debentures.

Allen Lyda
Chief Financial Officer
November 5, 2012
Page 2

 Exhibits
3. You indicate that the form of the in denture and the statement of eligibility for the trustee
will be filed by amendment or with a Form 8 -K.  Please note that the indenture should be
filed prior to effectiveness and that the statement of eligibility should not  be filed with a
Form 8 -K and rev ise accordingly.  Please refer to CDIs 201.04 and 2 20.01 located at
http://www.sec.gov/ divisions/corpfin/guidance/tiainterp.htm .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Allen Lyda
Chief Financial Officer
November 5, 2012
Page 3

 Please contact Jerard Gibson  at (202) 551 -3473  or me at (202) 551 -3386  with any
questions.

Sincerely,

 /s/ Duc Dang

Duc Dang
Attorney – Advisor
cc: Mark Lahive, Esq.