





                               FORM 10-K/A

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

(Mark One)

  X            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 1994

                                   OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the transition period from             to       
                    Commission File Number :  1-7183

                              TEJON RANCH CO.                     
          (Exact name of Registrant as specified in its Charter)

          Delaware                               77-0196136       
(State or other jurisdiction         (IRS Employer Identification   of
incorporation or organization)     Number)

                 P.O. Box 1000, Lebec, California 93243
             (Address of principal executive office)

Registrant's telephone number, including area code:  (805) 327-8481

       Securities registered pursuant to Section 12(b) of the Act:

                                        Name of Each Exchange on
Title of Each Class                       Which Registered      
Common Stock                            American Stock Exchange

      Securities registered pursuant to Section 12 (g) of the Act:

                                  None<PAGE>





     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes 
  x    No           

     Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. [X] 

     The aggregate market value of Registrant's Common Stock, $.50 par
value per share, held by persons other than those who may be deemed to
be affiliates of Registrant on March 7, 1995  was $80,785,894 based on
the closing price on that date on the American Stock Exchange.

     The number of Registrant's outstanding shares of Common Stock on
March 7, 1995 was 12,682,244 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the Proxy Statement for the Annual Meeting of
Stockholders to be held on May 8, 1995, relating to the directors and
executive officers of Registrant are incorporated by reference into Part
III.

                                   Total Pages -       28      
                              
                              Exhibit Index - Page      4   <PAGE>





                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                             TEJON RANCH CO.

DATED:  March   , 1995            BY                        
                                   Jack Hunt, President



DATED:  March   , 1995            BY                       
                                    Allen E. Lyda
                                    Vice President, Finance &
                                    Treasurer
                                    (Principal Financial and             
                                  Accounting Officer)<PAGE>
