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SEC Response Letter

 VIA EDGAR

 January 10, 2013

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Mark Rakip
Staff Accountant

Re:
Tejon Ranch Co.
Form 10-K for fiscal year ended December 31, 2011
Filed March 12, 2012
File No. 1-7183

Dear Mr. Rakip,

 In response to your
verbal request on January 3, 2013 regarding documents related to the sale of conservation easements in 2011, we are supplementally providing to the United States Securities and Exchange Commission, or the Commission, certain easement agreements
and escrow statements. Below, for your convenience, we have included a listing of the documents provided, followed by a brief description of the easement agreements provided

 Documents Provided:

1.
Tejon Ranch Conservation and Land Use Agreement filed on Form 8-K on June 23, 2008.

2.
Deed of Conservation Easement and Agreement concerning Easement Rights related to:

•

 Bi-Centennial acreage;

•

 Tri-Centennial acreage;

•

 Old Headquarters acreage;

•

 White Wolf acreage; and

•

 Michener acreage.

3.
Escrow closing statements related to:

•

 Bi-Centennial Easement sale;

•

 Tri-Centennial Easement sale;

•

 Old Headquarters Easement sale;

•

 White Wolf Easement Sale; and

•

 Michener Easement Sale.

 The names above are internal names given to specific areas of the Company’s ranch lands.

Documents Summary:

1.
The Tejon Ranch Conservation and Land Use Agreement is an agreement that was entered into in 2008 that required the Company to preserve land for conservation and
granted five major environmental organizations options to acquire conservation easements on the above listed lands. Please refer to the Form 8-K filed June 23, 2008 for a copy and summary of the Agreement.

2.
The Deed of Conservation Easement and Agreement effected the transfer of the conservation easements and sets out the rights and responsibilities of the parties with
respect to the conservation easements.

 To follow the timeline that culminated in the sale of conservation easements in 2011, it
is best to start with a review of the Tejon Ranch Conservation and Land Use Agreement, Section 6 – “Options to Purchase Conservation Easements”.

 Management of the Company is aware of its responsibility for the adequacy and accuracy of both the financial numbers and disclosures within our filings. Our goal is to provide full disclosure and
transparency in all of our filings. The Company hereby acknowledges that:

1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;

3.
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 We appreciate the Staff’s assistance in this process.

Best regards,

/s/ Allen E. Lyda

Allen E. Lyda

Executive Vice President and Chief Financial Officer

Tejon Ranch Co.

  Recording Requested By

First American Title NHS

    3071131

Recording requested by

 and when recorded mail
to:

 Gibson, Dunn & Crutcher LLP

333 South Grand Avenue, 49th Floor

 Los Angeles,
CA 90071-3197

 Attn: Thomas J.P. McHenry, Esq.

APNs: Listed on the attached Exhibit H

Space above this line reserved for Recorder’s use

 Documentary Transfer Tax not shown

 pursuant to Section 11932 of the Revenue

and Taxation Code, as amended.

DEED OF CONSERVATION EASEMENT

 AND AGREEMENT CONCERNING EASEMENT RIGHTS

 (BI-CENTENNIAL)

THIS DEED OF CONSERVATION EASEMENT AND AGREEMENT CONCERNING EASEMENT RIGHTS (this “Conservation Easement”) is made this
28th day of February, 2011 (the “Agreement Date”), by TEJON RANCHCORP, a California corporation (“Grantor”), in favor of the TEJON RANCH CONSERVANCY, a California nonprofit public benefit corporation
(“Grantee”). Grantor and Grantee are sometimes referred to in this Conservation Easement collectively as the “Parties” and individually as a “Party.”

RECITALS

 A. Grantor is the sole owner in fee simple of certain real property containing approximately 11,019 acres, located in the Counties of Kern and Los Angeles, State of California, and depicted for
illustrative purposes only on the map attached hereto as Exhibit B (the “Easement Property”). The portion of the Easement Property that is located in Kern County is more particularly described in Exhibit A-1
attached hereto, and the portion of the Easement Property that is located in Los Angeles County is more particularly described in Exhibit A-2 attached hereto.

 B. The Easement Property is part of a larger property commonly known as “Tejon Ranch,” which comprises approximately 270,000 acres located in Los Angeles and Kern Counties and is depicted for
illustrative purposes only on the map attached hereto as Exhibit C (“Tejon Ranch”). Tejon Ranch was, as of the effective date of the Ranch Agreement (defined below), owned in whole by Grantor. Historic ranch uses, dating back
to 1843, have largely sustained a natural landscape on Tejon Ranch. Grantor has agreed to convey conservation easements over various portions of Tejon Ranch, including, but not limited to, the Easement Property, in accordance with the terms and
conditions of that certain Tejon Ranch Conservation and Land Use Agreement, dated June 17, 2008 (as the same may be amended from time to time,

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the “Ranch Agreement”), by and among Natural Resources Defense Council, Inc., a New York nonprofit corporation; National Audubon Society, Inc., a New York nonprofit corporation,
doing business in California as Audubon California; Planning and Conservation League, a California nonprofit public benefit corporation; Sierra Club, a California nonprofit public benefit corporation; and Endangered Habitats League, Inc., a
California nonprofit public benefit corporation (each, a “Resource Organization” and collectively, the “Resource Organizations”); Grantor; Grantee; and Tejon Ranch Co., a Delaware corporation. On April 8, 2009,
a Memorandum of the Ranch Agreement was recorded in the Official Records of Kern County as Instrument No. 0209049434, and on April 29, 2009, a Memorandum of the Ranch Agreement was recorded in the Official Records of Los Angeles County as
Instrument No. 20090626840. The objective of the Ranch Agreement is to maintain the bulk of Tejon Ranch in its unaltered condition and, as appropriate, to enhance and restore natural resource values. The portions of Tejon Ranch over which Grantor
has conveyed or may convey conservation easements pursuant to the Ranch Agreement (excluding any Unpurchased Acquisition Areas) are collectively referred to in this Conservation Easement as the “Conserved Lands.” The Conserved Lands
are depicted for illustrative purposes only on the map attached hereto as Exhibit C.

 C. The Conserved Lands will be
managed pursuant to a Ranch-Wide Management Plan or RWMP (as defined in Section l(ffff)) that will be developed by Grantor and Grantee and adopted by Grantee in accordance with Section 3 of the Ranch Agreement. Effective September 18,
2009, Grantee adopted the Interim RWMP in accordance with Section 3.2 of the Ranch Agreement (the “Interim RWMP”), which will be in effect until the initial RWMP is adopted in accordance with Section 3.3 of the Ranch
Agreement.

 D. The Easement Property possesses significant natural resource and conservation values that are of great
importance to Grantor, Grantee and the people of the State of California. The natural resource and conservation values include all of the following (collectively referred to in this Conservation Easement as the “Conservation
Values”):

 1. The Easement Property contains open space land important to maintaining various natural communities,
including, but not limited to desert scrub, Mohave desert grassland supporting outstanding native grasses and forbs, oak savannah, oak woodland, riparian habitats, juniper woodland, and Joshua tree woodland.

2. The natural communities and habitats on the Easement Property are largely devoid of significant human alterations, and thus support
intact ecosystem processes on which the communities and species on the Easement Property are dependent.

 3. The Easement
Property supports all or part of numerous intact watersheds, including, but not limited to Little Sycamore, Big Sycamore, Bronco Canyon, Los Alamos Canyon and Pescado Canyon. The watersheds on the Easement Property support natural watershed
functions and high quality aquatic, wetland, and riparian habitats.

 4. The Easement Property provides significant regional
landscape connectivity functions, and its protection will ensure that these functions will be maintained and this area and its existing features will be available for its natural habitat values.

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 5. The Easement Property supports diverse and sensitive flora and fauna dependent on its
high quality natural communities, functional watersheds, intact ecosystem processes, and landscape connectivity. Species of note include pronghorn, Tehachapi pocket mouse, southern grasshopper mouse, burrowing owl, coast homed lizard, and desert
night lizard. Protection of the Easement Property also helps support numerous other species dependent on its habitats, food resources, and water supplies.

 6. The Easement Property contains extraordinary native grassland that supports wildflower displays, expansive open vistas and other scenic resources, and the protection of the Easement Property will
provide a significant public benefit by preserving open space against development pressure and will protect scenic qualities unique to the area.

 E. Grantor intends that the Conservation Values of the Easement Property be preserved, maintained and protected, and, consistent with the terms of this Conservation Easement, restored and enhanced, in
perpetuity, subject to the terms and conditions of this Conservation Easement. To accomplish the Conservation Purpose (as defined in Section 2(a)), Grantor desires to convey to Grantee and Grantee desires to obtain from Grantor a conservation
easement that restricts certain uses of the Easement Property and grants certain rights to Grantee in order to preserve, maintain, protect, identify, monitor, restore and enhance in perpetuity the Conservation Values, the terms of which are set out
in more detail below.

 F. The protection of the Conservation Values by this Conservation Easement serves important state and
local policies and provides significant public benefit to the people of the State of California. In addition, the grant of this Conservation Easement will further the conservation policies set forth in the following:

Section 815 of the California Civil Code, in which the California Legislature has declared: (1) that “the preservation of
land in its natural, scenic, agricultural, historical, forested, or open-space condition is among the most important environmental assets of California”; and (2) that it is “in the public interest of this state to encourage the
voluntary conveyance of conservation easements to qualified nonprofit organizations”;

 The California Wildlife
Conservation Law of 1947 (codified in Chapter 4 of Division 2 of the California Fish and Game Code, commencing with Section 1300); and

 The Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006 (Proposition 84, Public Resources Code Section 75055), which recognizes the value and
public benefit of, and provides funding for the acquisition, development, rehabilitation, restoration, and protection of wildlife habitat that promotes the recovery of threatened and endangered species; provides corridors linking separate habitat
areas to prevent habitat fragmentation; protects significant natural landscapes and ecosystems such as mixed conifer forests, oak woodlands, riparian and wetland areas; and implements the recommendations of the California Comprehensive Wildlife
Strategy, as submitted in October 2005 to the United States Fish and Wildlife Service.

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 G. Grantee has entered into California Wildlife Conservation Board Grant Agreement No.
WC-1043JW (the “WCB Grant Agreement”), a copy of which has been provided to Grantor, pursuant to which the California Wildlife Conservation Board (“WCB”) provided funding for the acquisition of this Conservation
Easement. A notice of the WCB Grant Agreement is being recorded in Kern and Los Angeles Counties concurrently herewith. Among other conditions, the WCB Grant Agreement requires that representatives of WCB have the right to enter upon the Easement
Property once every year to assess compliance with the WCB Grant Agreement, which access is provided for in this Conservation Easement. Pursuant to the WCB Grant Agreement, if Grantee violates any essential terms or conditions of the WCB Grant
Agreement, then WCB may require Grantee to convey its interest in this Conservation Easement to the State of California, acting by and through WCB, or another qualified entity.

H. Grantee is a nonprofit public benefit corporation incorporated under the laws of the State of California as a tax-exempt corporation
described in Section 815.3 of the California Civil Code, qualified under Section 501(c)(3) of the Internal Revenue Code and the regulations promulgated thereunder, and organized to preserve, enhance and restore the native biodiversity and
ecosystem values of Tejon Ranch and the Tehachapi Range by engaging in charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code that further the preservation, protection, or enhancement of land
in its natural, scenic, historical, agricultural, forested, or open-space condition or use.

 GRANT OF EASEMENT AND
AGREEMENT

 In consideration of the recitals set forth above and in consideration of the mutual covenants, terms,
conditions, and restrictions contained in this document and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to California law, including Civil Code Section 815 et seq.,
Grantor hereby voluntarily grants and conveys to Grantee, and to Grantee’s successors and assigns, and Grantee hereby accepts, a conservation easement in perpetuity in, on, over, and across the Easement Property, subject to the following
covenants, terms, conditions and restrictions:

 1. Definitions. As used in this Conservation Easement, the
following terms shall have the meanings set forth below.

 (a) “Access Notice” means a written
notice delivered to Grantor by a Requesting Party in accordance with Section 7(a)(1), which notice shall include (i) a detailed description of the purpose for entry on the Easement Property, (ii) the specific areas of the Easement
Property to be accessed, (iii) the proposed date(s) of entry on and duration of access to the Easement Property, and (iv) the number of persons who would enter on and access the Easement Property.

(b) “Activity Notice” means a written notice delivered to Grantor by Grantee in accordance with
Section 7(c), which notice shall include (i) the proposed Conservation Activity, (ii) a detailed description of the nature, scope, location and purpose of the proposed Conservation Activity (including any proposed building, structure
or improvement permitted by Section 7(d) and proposed by Grantee in connection with such Conservation Activity), (iii) a schedule of the work or activities to be performed or conducted on the Easement Property, and (iv) a list of the
names of any contractors or other parties and persons who would perform the Conservation Activity.

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 (c) “Additional Area” has the meaning set forth in
Section 6(b)(2)(R).

 (d) “Affiliate” means a Person that directly, or indirectly through
one or more int