

                                EXHIBIT 10.2
                               TEJON RANCH CO.
                           STOCK OPTION AGREEMENT
                               Pursuant to the
                     1992 EMPLOYEE STOCK INCENTIVE PLAN
             
             This Incentive Stock Option Agreement ("Agreement") is made
   and entered into as of the Date of Grant indicated below by and
   between Tejon Ranch Co., a Delaware corporation (the "Company"), and
   the person named below as Optionee.

             WHEREAS, Optionee is an employee, officer or director of the
   Company and/or one or more of its subsidiaries; and

             WHEREAS, pursuant to the Company's 1992 Employee Stock
   Incentive Plan (the "1992 Plan"), the Compensation Committee of the
   Board of Directors of the Company administering the 1992 Plan (the
   "Committee") has approved the grant to Optionee of an option to
   purchase shares of the Common Stock, par value $.50 per share, of the
   Company (the "Common Stock"), on the terms and conditions set forth
   herein.

             NOW, THEREFORE, in consideration of the foregoing recitals
   and the covenants set forth herein, the parties hereto hereby agree as
   follows:

             1.   Grant of Option; Certain Terms and Conditions.  The
   Company hereby grants to Optionee, and Optionee hereby accepts, as of
   the Date of Grant indicated below, an option (the "Option") to
   purchase the number of shares of Common Stock indicated below (the
   "Option Shares") at the Exercise Price per share indicated below,
   which Exercise Price shall not be less than the Fair Market Value (as
   defined below) of the Option Shares on the Date of Grant.  The Option
   shall not be exercisable until on or after the Vesting Date indicated
   below, except as otherwise provided in Section 3.  The Option shall
   expire at 5:00 p.m., Los Angeles, California time, on the Expiration
   Date indicated below and shall be subject to all of the terms and
   conditions set forth in this Agreement.

             Optionee:                             
    
             Date of Grant:                        

             Number of shares purchasable:         

             Exercise Price per share:                  

             Expiration Date:                      

             Vesting Date:                         
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                2.   Incentive Stock Option; Internal Revenue Code
   Requirements.  The Option is intended to qualify as an incentive stock
   option under Section 422 of the Internal Revenue Code (the "Code")
   except to the extent that the aggregate Fair Market Value (determined
   as of the Date of Grant) of the shares of Common Stock with respect to
   which the Option is exercisable for the first time by Optionee during
   any calendar year (under the 1992 Plan and all other stock option
   plans of the Company and its subsidiaries) exceeds $100,000.  Such
   excess shares are intended to be treated as shares issued pursuant to
   an Option that is not an incentive stock option described in
   Section 422 of the Code, in accordance with Section 422(d) of the
   Code.  The number of such excess shares as to which this option is not
   intended to be treated as an incentive option is -0-.

                The "Fair Market Value" of a share of Common Stock or
   other security on any day shall be equal to the last sale price,
   regular way, per share or unit of such other security on such day or,
   in case no such sale takes place on such day, the average of the
   closing bid and asked prices, regular way, in either case as reported
   in the principal consolidated transaction reporting system with
   respect to securities listed or admitted to trading on the American
   Stock Exchange or, if the shares of Common Stock or such other
   security are not listed or admitted to trading on the American Stock
   Exchange, as reported in the principal consolidated transaction
   reporting system with respect to securities listed on the principal
   national securities exchange on which the shares of Common Stock or
   such other security are listed or admitted to trading or, if the
   shares of Common Stock or such other securities are not listed or
   admitted to trading on any national securities exchange, the last
   quoted price or, if not so quoted, the average of the high bid and low
   asked prices in the over-the-counter market as reported by the
   National Association of Securities Dealers, Inc. Automated Quotations
   System or such other system then in use or, if on any such date the
   shares of Common Stock or such other security are not quoted by any
   such organization, the average of the closing bid and asked prices as
   furnished by a professional market maker making a market in shares of
   Common Stock or such other security selected by the Board of
   Directors.

                3.   Acceleration and Termination of Option.

                     (a)  Termination of Employment.

                                  (i)  Definition of Termination.  In
   the event that Optionee shall cease to be an employee of the Company
   or any of its subsidiaries voluntarily or involuntarily or for any
   reason whatever, such event is referred to in this Agreement as a
   "Termination" of Optionee's "Employment."

                                 (ii)  Normal Termination.  If
   Optionee's Employment is Terminated for any reason other than those
   enumerated in Section 3(a)(iii), then the Option shall terminate three

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   (3) months from the date of such Termination of Employment but in no
   event later than the Expiration Date.  During such three month period,
   the Option shall be exercisable only if the date of Termination of
   Employment is after the ninth anniversary of the Date of Grant.

                                (iii)  Death or Permanent Disability. 
   In the event of a Termination of Optionee's Employment by reason of
   the death of Permanent Disability (as hereinafter defined) of
   Optionee, then:
                               (1)  the Option shall terminate on the
                first anniversary of the date of such Termination of
                Employment or the Expiration Date, whichever is earlier,
                and
                               (2)  if the Option has not become
           exercisable the Option shall be exercisable during the one-
           year or shorter period referred to in (1) above by Optionee
           or, in the event of death or a Permanent Disability involving
           the appointment of a guardian, custodian or other similar
           personal representative, the person or persons to whom
           Optionee's rights under the Option shall have passed by will
           or by the applicable laws of descent or distribution or as a
           result of any such appointment, but
                                    (A)  only if the Optionee had
                     completed one full year of employment with the
                     Company after the Date of Grant and prior to the
                     date of Termination of Employment, and
                
                                    (B)  only as to that portion of the
                     number of shares subject to the Option equal to the
                     number of full years of employment completed during
                     the period referred to in (A) above divided by 10.

                "Permanent Disability" shall mean the inability to
   engage in any substantial gainful activity by reason of any medically
   determinable physical or mental impairment which can be expected to
   result in death or which has lasted or can be expected to last for a
   continuous period of not less than twelve (12) months.  The Optionee
   shall not be deemed to have a Permanent Disability unless proof of the
   existence thereof shall have been furnished to the Committee in such
   form and manner, and at such times, as the Committee may require.  Any
   determination by the Committee that Optionee does or does not have a
   Permanent Disability shall be final and binding upon the Company and
   Optionee.

                     (b)  Death or Permanent Disability Following
   Termination of Employment.  Notwithstanding anything to the contrary
   in this Agreement, if Optionee shall die or suffer a Permanent
   Disability at any time after the Termination of his or her Employment
   and prior to the Expiration Date, then to the extent that the Option
   was exercisable on the date of such death or Permanent Disability the
   Option shall terminate on the earlier of the Expiration Date or the
   first anniversary of the date of such death.

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                     (c)  Acceleration of Option Upon a Change of
   Control.  The Option shall become fully exercisable with respect to
   all Option Shares in the event of a Change of Control.  A "Change of
   Control" shall mean the first to occur of the following events:
                               (i)  a reorganization, merger or
           consolidation of the Company, the issuance or transfer of
           securities of the Company in one transaction or series of
           related transactions or any other transaction or series of
           related transactions in each case if and only if as a result
           of the transaction or transactions persons other than the
           shareholders immediately prior to such transaction or
           transactions shall own 80% or more of the voting securities
           of the Company or its successor after the transaction;

                                         (ii) the sale or transfer by
   the Company of all or substantially all of its property and assets in
   a single transaction or series of related transactions; or

                                         (iii)     the dissolution or
   liquidation of the Company.

                     (d)  Discretionary Acceleration.  The Committee, in
   its sole discretion, may accelerate the exercisability of the Option
   for any reason, including without limitation in the event of death or
   disablement of Optionee or termination of employment of Optionee by
   the Company other than for cause.

                     (e)  Other Events Causing Termination of Option. 
   Notwithstanding anything to the contrary in this Agreement, the Option
   shall terminate in the event of the occurrence of an event referred to
   in clause (ii) or (iii) of paragraph (c) above or a merger or
   consolidation referred to in clause (i) of paragraph (c) above (a
   "Terminating Event") (even if such Terminating Event occurs after an
   event referred to in clause (i) of said paragraph (c) above which is
   not a Terminating Event) unless the terms of any such transaction
   constituting the Terminating Event otherwise provide.  Such
   termination shall occur on the 30th day following any such Terminating
   Event (or such later date as the Board of Directors or the Committee
   shall determine) unless the Board of Directors or the Committee
   (i) sets an earlier date which is at least ten days prior to the
   occurrence of the Terminating Event, (ii) notifies the Optionee in
   writing at least ten days before the occurrence of the Terminating
   Event of the setting of such date and (iii) accelerates the
   exercisability of the Option to the extent it would otherwise be
   exercisable for any part of the thirty day period after such event
   pursuant to Section 1 or pursuant to paragraph (c) above so that, to
   such extent, the Option could be exercised for a period of at least
   ten days prior to the occurrence of the Terminating Event.  In such
   event where the requirements of clauses (i), (ii) and (iii) of the
   preceding sentence are met, the Option shall expire immediately upon
   the occurrence of the Terminating Event.


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                4.   Adjustments.  In the event that the outstanding
   securities of the class then subject to the Option are increased,
   decreased or exchanged for or converted into cash, property and/or a
   different number or kind of securities, or cash, property and/or
   securities are distributed in respect of such outstanding securities,
   in either case as a result of a reorganization, merger, consolidation,
   recapitalization, reclassification, dividend (other than a cash
   dividend paid out of earned surplus) or other distribution, stock
   split, reverse stock split or the like, or in the event that
   substantially all of the property and assets of the Company are sold,
   then, the Committee shall make appropriate and proportionate
   adjustments in the number and type of shares or other securities or
   cash or other property that may thereafter be acquired upon the
   exercise of the Option; provided, however, that any such adjustments
   in the Option shall be made without changing the aggregate Exercise
   Price of the then unexercised portion of the Option.

                5.   Exercise.  The Option shall be exercisable during
   Optionee's lifetime only by Optionee or by his or her guardian or
   legal representative, and after Optionee's death only by the person or
   entity entitled to do so under Optionee's last will and testament or
   applicable intestate law.  The Option may only be exercised by the
   delivery to the Company of a written notice of such exercise pursuant
   to the notice procedures set forth in Section 7 hereof, which notice
   shall specify the number of Option Shares to be purchased (the
   "Purchased Shares") and the aggregate Exercise Price for such shares
   (the "Exercise Notice"), together with payment in full of such
   aggregate Exercise Price as follows:

                     (a)  by the delivery to the Company of a
   certificate or certificates representing shares of Common Stock, duly
   endorsed or accompanied by a duly executed stock power, which delivery
   effectively transfers to the Company good and valid title to such
   shares, free and clear of any pledge, commitment, lien, claim or other
   encumbrance (such shares to be valued on the basis of the aggregate
   Fair Market Value thereof on the date of such exercise), provided that
   the Company is not then prohibited from purchasing or acquiring such
   shares of Common Stock; and/or

                     (b)  by reducing the number of shares of Common
   Stock to be issued and delivered to Optionee upon such exercise (such
   reduction to be valued on the basis of the aggregate Fair Market Value
   (determined on the date of such exercise) of the additional shares of
   Common Stock that would otherwise have been issued and delivered upon
   such exercise), provided that the Company is not then prohibited from
   purchasing or acquiring such shares of Common Stock.

                The balance of the Exercise Price not paid by an
   exchange of shares pursuant to (a) or (b) above shall be paid in cash
   or by a cashier's or certified bank check payable to the Company.

                The Optionee will be obligated to pay the Exercise Price

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   in the manner contemplated by (a) and/or (b) above and will be
   permitted to pay the Exercise Price in cash only to the extent that it
   cannot be paid in the manner provided in (a) and (b) above. 
   Notwithstanding the foregoing, the Optionee shall be obligated to pay
   the Exercise Price in the manner contemplated by (a) above only to the
   extent that he or she owns shares of Common Stock beneficially, has
   the power to dispose of those shares and such disposition contemplated
   by (a) above would not constitute a "disqualifying disposition" of
   shares resulting in a loss of the special tax treatment afforded
   incentive stock options.

                6.   Payment of Withholding Taxes.

                     (a)  If the Company is obligated to withhold an
   amount on account of any federal, state or local tax imposed as a
   result of the exercise of the Option, including, without limitation,
   any federal, state or other income tax, or any F.I.C.A., state
   disability insurance tax or other employment tax, then Optionee shall,
   concurrently with such exercise, pay such amount (the "Withholding
   Liability") to the Company in cash or by a cashier's or certified bank
   check payable to the Company; provided, however, that, in the
   discretion of the Committee, the Optionee may, pursuant to an
   irrevocable election of Optionee (a "Withholding Election") made on or
   prior to the date of such exercise, instead pay all or any part of the
   Withholding Liability in the following manner:

                                    (i)     by the delivery to the
   Company of a certificate or certificates representing shares of Common
   Stock, duly endorsed or accompanied by a duly executed stock powers,
   which delivery effectively transfers to the Company good and valid
   title to such shares, free and clear of any pledge, commitment, lien,
   claim or other encumbrance (such shares to be valued on the basis of
   the aggregate Fair Market Value thereof on the date of such exercise),
   provided that the Company is not then prohibited from purchasing or
   acquiring such shares of Common Stock; and/or

                                   (ii)     by reducing the number of
   shares of Common Stock to be issued and delivered to Optionee upon
   such exercise (such reduction to be valued on the basis of the
   aggregate Fair Market Value (determined on the date of such exercise)
   of the additional shares of Common Stock that would otherwise have
   been issued and delivered upon such exercise), provided that the
   Company is not then prohibited from purchasing or acquiring such
   shares of Common Stock.

                     (b)  The Committee shall have sole discretion to
   approve or disapprove any Withholding Election and may adopt such
   rules and regulations as are consistent with and necessary to
   implement the foregoing.  The Committee may permit Optionee to make a
   Withholding Election to pay withholding taxes in excess of the minimum
   amount required by law, provided that the amount of withholding taxes
   so paid does not exceed the estimated total federal, state and local

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   tax liability of Optionee attributable to such exercise.

                7.   Notices.  Any notice given to the Company shall be
   addressed to the Company at P.O. Box 1000, Lebec, California 93243,
   Attention:  President, or at such other address as the Company may
   hereinafter designate in writing to Optionee.  Any notice given to
   Optionee shall be sent to the address set forth below Optionee's
   signature hereto, or at such other address as Optionee may hereafter
   designate in writing to the Company.  Any such notice shall be deemed
   duly given when delivered personally or five days after mailing by
   prepaid certified or registered mail return receipt requested.

                8.   Stock Exchange Requirements; Applicable Laws. 
   Notwithstanding anything to the contrary in this Agreement, no shares
   of stock issuable upon exercise of the Option, and no certificate
   representing all or any part of such shares, shall be purchased,
   issued or delivered if (a) such shares have not been admitted to
   listing upon official notice of issuance on each stock exchange upon
   which shares of that class are then listed or (b) in the opinion of
   counsel to the Company, such issuance or delivery would cause the
   Company to be in violation of or to incur liability under any federal,
   state or other securities law, or any requirement of any stock
   exchange listing agreement to which the Company is a party, or any
   other requirement of law or of any administrative or regulatory body
   having jurisdiction over the Company.

                9.   Restrictions on Transferability.

                     (a)  Neither the Option nor any interest therein
   may be sold, assigned, conveyed, gifted, pledged, hypothecated or
   otherwise transferred in any manner other than by will or the laws of
   descent and distribution.

                     (b)  By accepting the Option, the Optionee for
   himself or herself and his or her transferees by will or the laws of
   descent and distribution, represent and agree that all shares of
   Common Stock purchased upon exercise of the Option will be acquired
   for investment and not with a view to the distribution thereof unless
   they have been registered under the Securities Act of 1933, and will
   otherwise be acquired, held and disposed of and held in accordance
   with the restrictions of said Act and the rules and regulations of the
   Securities and Exchange Commission thereunder, that the Company may
   instruct its transfer agent to restrict further transfer of said
   shares in its records except upon receipt of satisfactory evidence
   that such restrictions have been satisfied, that upon each exercise of
   any portion of the Option, the certificates evidencing the purchased
   shares shall bear an appropriate legend on the face thereof evidencing
   such restrictions, and that the person entitled to exercise the same
   shall furnish evidence satisfactory to the Company (including a
   written and signed representation) to the effect that the shares are
   being acquired subject to such restrictions.


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                10.  1992 Plan.  The Option is granted pursuant to the
   1992 Plan, as in effect on the Date of Grant, and is subject to all
   the terms and conditions of the 1992 Plan, as the same may be amended
   from time to time; provided, however, that no such amendment shall
   deprive Optionee, without his or her consent, of the Option or of any
   of Optionee's rights under this Agreement. The interpretation and
   construction by the Committee of the 1992 Plan, this Agreement, the
   Option and such rules and regulations  as may be adopted by the
   Committee for the purpose of administering the 1992 Plan shall be
   final and binding upon Optionee.  Until the Option shall expire,
   terminate or be exercised in full, the Company shall, upon written
   request therefor, send a copy of the 1992 Plan, in its then-current
   form, to Optionee or any other person or entity then entitled to
   exercise the Option.

                11.  Stockholder Rights.  No person or entity shall be
   entitled to vote, receive dividends or be deemed for any purpose the
   holder of any Option Shares until the Option shall have been duly
   exercised to purchase such Option Shares in accordance with the
   provisions of this Agreement and the Option Shares have been issued.

                12.  Employment Rights.  No provision of this Agreement
   or of the Option granted hereunder shall (a) confer upon Optionee any
   right to continue in the employ of the Company or any of its
   subsidiaries, (b) affect the right of the Company and each of its
   subsidiaries to terminate the employment of Optionee, with or without
   cause, or (c) confer upon Optionee any right to participate in any
   employee welfare or benefit plan or other program of the Company or
   any of its subsidiaries other than the 1992 Plan.  The Optionee hereby
   acknowledges and agrees that the Company and each of its subsidiaries
   may terminate the employment of Optionee at any time and for any
   reason, or for no reason, unless Optionee and the Company or such
   subsidiary are parties to a written employment agreement that
   expressly provides otherwise.

                13.  Governing Law.  This Agreement and the Option
   granted hereunder shall be governed by and construed and enforced in
   accordance with the laws of the State of Delaware.

                IN WITNESS WHEREOF, the Company and Optionee have duly
   executed this Agreement as of the Date of Grant.

   TEJON RANCH CO.                            OPTIONEE
   By:                                                                   
      Jack Hunt                               Signature
      President
                                                                         
                                              Mailing Address
                                                                         
                                              City, State and Zip Code
                                                                         
                                              Social Security Number

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