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SEC Response Letter

 VIA EDGAR

 February 6, 2013

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:

Kevin Woody

Accounting Branch Chief

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. Woody,

 Thank you for your response letter dated January 18, 2013, containing your additional questions on the above-captioned filing by Tejon Ranch Co., or the Company, with the United States Securities and
Exchange Commission, or the Commission. Set forth below are the Company’s responses to your comments. For your convenience, the text of the Staff’s comments is included below in bold text and is followed by the Company’s responses to
such comments.

 Form 10-k for fiscal year ended December 31, 2011

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

 Results of Operations by Segment, page 28

 Real Estate –
Resort/Residential, page 30

 1. We note your response to prior comment 1. Please address the following:

a. Tell us the terms of and your accounting for the initial June 2008 Tejon Ranch Conservation and Land Use Agreement with the resource
organizations for the permanent protection of up to 240,000 acres of land through phased dedicated conservation easements on approximately 145,000 acres of land.

 Response

 Background

 On June 17, 2008, Tejon Ranch Co. (the “Company”)
formally entered into a conservation and land use agreement (the “Agreement”) with five environmental resource groups—the Audubon California, the Endangered Habitats League, Natural Resources Defense Council, Planning and Conservation
League and Sierra Club (together, the “Resource Groups”). As part of the Agreement, the Company agreed to potentially preserve up to 240,000 acres (“Conserved Lands”) owned by the Company through a combination of planned open
spaces in the Company’s developments and easements. In return, the Resource Groups agreed to refrain from opposing the entitlements, approvals, and agency applications for the Company’s three proposed development projects—Tejon
Mountain Village (“TMV”), Centennial and Grapevine. The overall purpose of entering in the Agreement with the Resource Groups was to come to an agreement that would preserve a large portion of the ranch and at the same time allow the
Company to proceed with its development of TMV, Centennial and Grapevine without impediment from the five largest environmental groups. However, as the Agreement was with only five of the numerous environmental groups, the Company has been and fully
expects to continue to be challenged legally regarding the approval of the development projects, which was most recently the case with our TMV development.

 As stipulated in the Agreement, the Conserved Lands will be managed under a Ranch Wide Management Plan (“RWMP”), which is in the process of being developed by the Company and a non-profit
organization established by the Resource Groups as part of the Agreement to oversee and fund the conservation efforts (the “Conservancy”). The RWMP will establish best management practices for continued use of the Conserved Lands for
existing ranch uses similar to the Company’s existing practices. The RWMP will also identify natural resources and conservation values of the Conserved Lands and opportunities to protect, enhance, and restore any identified areas. When the RWMP
is finalized in 2013, it will include programs funded by the Conservancy for restoring and enhancing of any areas identified in the preparation of RWMP. The RWMP will not obligate or require the Company to perform any specific conservation
activities; rather, it will set guidelines under which the Company (1) can not undertake activities that will damage the land and environment, and (2) will continue to consider the environmentally sensitive options to conduct its
activities unless such practices are not economically viable. In addition, the Company will also be allowed to continue the existing revenue generating activities on any of the 240,000 acres of conservation areas that might be preserved under the
Agreement.

 The 240,000 acres of Conserved Lands can be summarized as follows, with each category described in more
detail below:

Dedicated Conservation Areas

Acreage

 Open space within planned developments

33,000

 Dedicated conservation easements

135,000

 Pacific Crest Trail

10,000

 Total dedicated conservation areas

178,000

Optioned Conservation Areas

Acreage

 Bi-Centennial

11,000

 Michener Ranch

1,600

 Old Headquarters

26,700

 Tri-Centennial

7,200

 White Wolf

15,500

 Total optioned conservation areas

62,000

 The carrying value of the 240,000 acres of land is $13.75 per acre compared to the estimated fair value of the land
without development rights of $548 per acre, as discussed more fully in our response to 2b. and 2c. below.

 Dedicated and Optioned
Conservation Areas

 A summary of the provisions of the Agreement related to the dedicated and optioned conservation areas are as
follows:

A.
Dedicated Conservation Areas

 The Company
will potentially protect approximately 178,000 acres through a combination of dedicated conservation easements and designated project open spaces. A summary and the related accounting for each of the dedicated conversation areas is as follows:

a.
Planned Open Space (33,000 acres)

As part of the project development process for the TMV and Centennial development projects, the Company will have to designate 33,000
acres as open space areas within these developments. The Company’s then existing development plans included the same amount of open space within each of the developments as agreed to as part of the Agreement, and therefore, would have been used
as such with or without the Agreement.

 Since the open space area was part of the initial development plans and is within each
of the existing developments that are still in its respective entitlement stages, there was no accounting treatment necessary upon agreement to designate these 33,000 acres as part of the Conserved Lands.

b.
Dedicated Conservation Easements including Pacific Crest Trail (145,000 acres)

 The Dedicated Conservation Easements over 145,000 acres of the Company’s land will be
dedicated over the next 30 years as certain criteria/milestones are met/accomplished as set forth in the Agreement. A conservation easement of up to 10,000 acres known as Pacific Crest Trail will be dedicated to allow for realignment of 37 miles of
the Pacific Crest Trail that currently runs through the Ranch for purposes of allowing public access to the Conserved Lands. Currently, the granting of the Pacific Crest Trail easement has not occurred as the Company, the Resource Groups, and other
governmental organizations are in process of defining realignment.

 The other 135,000 acres of the Dedicated Conservation
Easements (“Milestone Easements”) will be granted in six phases. The granting of each easement will be contingent on the completion of defined development milestones tied to the initial entitlements for each of the three development
projects. To date, none of the 135,000 acres of the Dedicated Conservations Easements have been dedicated. The first dedicated easement related to TMV is anticipated to occur in 2013. The 135,000 acres of Dedicated Conservation Easements are
summarized as follows:

i.
TMV – 65,000 acres of land will be dedicated to easement in two phases after defined development milestones are achieved, but in no case can the final granting
occur more than 20 years after the first TMV development milestone is achieved.

ii.
Centennial – 30,000 acres of land will be dedicated to easement in two phases after defined development milestones are achieved, but in no case can the final
granting occur more than 25 years after the first Centennial development milestone is achieved.

iii.
Grapevine Development Area – 40,000 acres of land will be dedicated to easement in two phases after defined development milestones are achieved, but in no case can
the final granting occur more than 30 years after the first Grapevine development milestone is achieved.

 As
noted above, the Agreement created an obligation for the Company to dedicate 145,000 acres of Conservation Lands. However, we concluded there was no initial accounting treatment necessary related to the contract based on the following
considerations.

i.
We considered whether there would have been a decrease in value of the land with the existence of the conservation easements, but concluded there was none since the
145,000 acres contemplated under the Dedicated Conservation Easements were not in the Company’s plans to develop as the land is of such topography that it would have been very costly to develop. In addition the fair value of the land without
development opportunity ($548 per acre) was significantly greater than the Company’s cost basis ($13.75 per acre). Therefore, we did not note any indicators to suggest our carrying value was impaired.

ii.
Alternatively, we also considered the abandonment concept of real estate under development as described in ASC 970-360-35-1 and noted that under that model, any
“real estate donated to municipalities or other governmental agencies for uses that will benefit the project are not abandonments. The cost of the real estate donated shall be allocated as a common cost of the project.” Although not
exactly on point, the guidance would suggest that the “costs” related to the dedication of the Milestone Easements would be allocated as a common cost to the land being developed since the easements were essentially donated to the
non-profit organization (i.e. Conservancy/Resource Groups) in return for the Resource Groups not impeding the Company’s planned development of TMV, Centennial and Grapevine. Therefore, under this concept, the “costs” would be expensed
as the developments are completed and sold in the future.

 Further, if it were concluded that the granting of
the easements represented an abandonment of the Company’s development rights on the 145,000 of Conservation Lands as noted in ASC 970-360-40-1, the relative cost “abandoned” would be immaterial since the development rights for these
lands prior to granting the easements would be nominal as this land is of such topography that it would have been very costly to develop, and therefore, minimizing the value of any development rights.

iii.
We noted the dedication of the Milestone Easements would only occur if the achievement of specific project development milestones were achieved and then only lands tied
to that project begin a phased process of being dedicated over a 30 year period. The achievement of specific project development milestones is tied to future events that are largely outside of the Company’s control due to the involvement of
governmental authorities and legal challenges by environment groups outside the Resource Groups party to the Agreement.

iv.
The Company could continue to perform all the revenue generating activities it had previously been performing on these lands prior to the execution of the Agreement.

v.
The Company’s obligations under the Agreement in regards to the Conserved Lands did not result in any significant changes or cost in how those lands would be
managed.

vi.
No monetary consideration was received by the Company in exchange for entering into the Agreement.

B.
Optioned Conservation Areas

 As noted
above, the Company granted five separate options to the Resource Groups to acquire the Company’s development rights, through acquisition of conservation easements, for five separate areas of the Company’s land (“Acquisition Easement
Area”). The option period for each of the five options was set to expire on December 31, 2010, with potential to extend the option period if certain criteria were met. The Acquisition Easement Area totaled 62,000 acres of developable land,
which the Company had intentions to develop over the long-term. If exercised, the easements (i) would be permanent arrangements attached to the land in perpetuity; (ii) would take away the Company’s ability to commercially develop the
Acquisition Easement Area; and (iii) allow access to the Conservancy to perform conservation activities. Further, if the options were exercised, the Company would continue to be allowed to perform all the revenue generating activities it had
previously been performing prior to the execution of the option. If the options were not exercised by the Resource Groups, the Company could (i) develop the Acquisition Easement Area, but the Resource Groups could legally challenge these
developments, and (ii) continue to be allowed to perform all the revenue generating activities it had previously been performing.

 The
purchase price for each of the Acquisition Easement Area conservation easements were to be determined at the appraised fair market value of such conservation easement as of the date the options were exercised, determined pursuant to an independent
appraisal commissioned by the California Wildlife Conservation Board (“WCB”), a state governmental agency, in accordance with California state law. The funding of the purchase price of the Acquisition Areas would be provided by a grant
from the WCB to Conservancy/Resource Groups. A description of the appraisal process is provided below in response to questions 2.b and 2.c.

As noted above, the Agreement created an option for the Resource Groups to acquire easements covering the Acquisition Easement Area and include them in
the Conserved Lands. We concluded that there was no initial accounting necessary related to the granting of the options since the exercise of the options provided to the Resource Groups were outside the Company’s control and not certain of
occurrence and at a price determined by appraisals commissioned by the WCB at the time the options were exercised (i.e. fair value). Further, the funding by the WCB to the Conservancy/Resource Groups was also not certain of occurrence at that time.

 b. Given that you are to preserve, maintain, and protect, as well as restore and enhance
through perpetuity the conservation values of the easement properties, please tell us how such requirements impacted your determination that you had performed your obligation and no further actions were needed to meet the
absence-of-continuing-involvement criteria. Refer to ASC 360-20-40.

 Response

The Company was and currently is the owner of all the 240,000 acres of land discussed in response 1.a. above, whether or not subject to the easements
through dedication or sale. The easement contracts (1) divested the Company of our right to commercially develop the land and (2) required us to provide access to a third party to our land for purposes of performing conservation
activities. However, we continue to have the ability to benefit from the existing revenue generating activities on any of the 240,000 acres of conservation areas that might be preserved under the Agreement. Further, our risks, rewards, and
obligations of land ownership, other than the loss of future development rights, did not change with the recording of the easement contracts, nor was title to any of our land transferred to the Resource Groups.

As we mentioned in our prior letter, we have not accounted for this transaction under the scope of ASC 360-20. We believe this conclusion is consistent
with the determination that the Financial Accounting Standards Board (the “Board”) had reached in its deliberations of FIN 43: Real Estate Sales. At that time, the Board elected not to respond to requests to address whether the
definition of real estate included real estate rights, including easements.

 We also believe that the pricing terms related to the option
serve as evidence that the Company is trans