<SEC-DOCUMENT>0000898430-01-502515.txt : 20011009
<SEC-HEADER>0000898430-01-502515.hdr.sgml : 20011009
ACCESSION NUMBER:		0000898430-01-502515
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20010925
EFFECTIVENESS DATE:		20010925

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEJON RANCH CO
		CENTRAL INDEX KEY:			0000096869
		STANDARD INDUSTRIAL CLASSIFICATION:	AGRICULTURE PRODUCTION - CROPS [0100]
		IRS NUMBER:				770196136
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-70128
		FILM NUMBER:		1744518

	BUSINESS ADDRESS:	
		STREET 1:		4436 LEBEC ROAD
		STREET 2:		PO BOX 1000
		CITY:			LEBEC
		STATE:			CA
		ZIP:			93243
		BUSINESS PHONE:		6612483000

	MAIL ADDRESS:	
		STREET 1:		4436 LEBEC RD
		STREET 2:		PO BOX 1000
		CITY:			LEBEC
		STATE:			CA
		ZIP:			93243
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>1998 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

  As filed with the Securities and Exchange Commission on September 25, 2001
                                                  Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                  __________

                                   FORM S-8
                            REGISTRATION STATEMENT

                                     Under
                          The Securities Act of 1933
                                  __________

                                TEJON RANCH CO.
              (Exact name of issuer as specified in its charter)
                                  ___________

                Delaware                                    77-0196136
       (State of Incorporation)                          (I.R.S. Employer
                                                        Identification No.)

                             Post Office Box 1000
                                4436 Lebec Road
                            Lebec, California 93243
         (Address of principal executive offices, including zip code)
                                  __________

                           1998 STOCK INCENTIVE PLAN
                           (Full title of the Plan)
                                  __________

                                ROBERT A. STINE
                                TEJON RANCH CO.
                                 P.O. Box 1000
                            Lebec, California 93243
                                (661) 248-3000
           (Name, address and telephone number of agent for service)

                                With a copy to:
                              ROY J. SCHMIDT, JR.
                          Gibson, Dunn & Crutcher LLP
                            333 South Grand Avenue
                         Los Angeles, California 90071
                                (213) 229-7000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
                                                                          Proposed          Proposed
                                                                           Maximum           Maximum
                                                      Amount To Be      Offering Price       Aggregate            Amount of
    Title of Securities being registered             Registered (1)     Per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>              <C>                  <C>

 Common Stock.................................          800,000          $ 20.745         $16,596,000           $4,149
===============================================================================================================================
</TABLE>

(1)  These shares of Common Stock are reserved for issuance pursuant to the
Tejon Ranch Co. 1998 Stock Incentive Plan. Pursuant to Rule 416(c), there is
also being registered such number of additional shares which may become
available for purchase pursuant to the foregoing Plan in the event of certain
changes in the outstanding shares, including reorganizations, recapitalizations,
stock splits, stock dividends, and reverse stock splits.

(2)  Estimated in accordance with Rule 457(h) and Rule 457(c) solely for
purposes of calculating the registration fee and based on the average of the
high and low prices of the Common Stock of Tejon Ranch Co. on the New York Stock
Exchange on September 21, 2001.

                                       1
<PAGE>

                               EXPLANATORY NOTE

       This Registration Statement on Form S-8 is filed by Tejon Ranch Co., a
Delaware corporation (the "Company," or "Registrant"), relating to 800,000
shares of its common stock, par value $0.01 per share (the "Common Stock"),
issuable to eligible employees of the Company under the Company's 1998 Stock
Incentive Plan (the "Plan"). This Registration Statement is submitted in
accordance with Section E of the General Instructions to Form S-8 regarding
Registration of Additional Securities.

       The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

       (i)     The Company's Registration Statement on Form S-8, file number
333-68869, filed with the Commission on December 14, 1998;

       (ii)    The Company's Current Report on Form 10-K for the fiscal year
ended December 31, 2000 filed with the Commission, filed March 27, 2001;

       (iii)   The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 2001 and June 30, 2001 and

       (iv)    The description of the Company's Common Stock contained in the
Company's Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

                               List of Exhibits

 5.0   Opinion of Gibson, Dunn & Crutcher LLP.

23.1   Consent of Ernst & Young LLP, independent auditors.

23.2   Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).

24.0   Power of Attorney (included on signature page).
---------------
       This document, filed with the Securities Exchange Commission in
       Washington D.C. as the Company's Registration Statement No. 333-68869,
       filed on December 14, 1998, is incorporated herein by reference.

                                       2
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lebec, State of California, on the 18th day of
September, 2001.

                                   TEJON RANCH CO.



                                   By: :          /s/ Robert A. Stine
                                          -------------------------------------
                                                  Robert A. Stine,
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Robert S. Stine, Allen E. Lyda and Dennis
Mullins, and each of them, as his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully do or cause to be done by virtue thereof.


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                  Title                                       Date
---------                                  -----                                       ----
<S>                                        <C>                                         <C>
/s/ Robert A. Stine                        President, Chief Executive Officer and      September 18, 2001
-----------------------------------------  Director (Principal Executive Officer)
Robert A. Stine

/s/ Allen E. Lyda                          Vice President - Finance and Treasurer      September 18, 2001
-----------------------------------------  (Principal Financial and Principal
Allen E. Lyda                              Accounting Officer)

/s/ Rayburn S. Dezember                    Chairman of the Board                       September 18, 2001
-----------------------------------------
Rayburn S. Dezember

/s/ Otis Booth, Jr.                        Director                                    September 18, 2001
-----------------------------------------
Otis Booth, Jr.

                                           Director                                    September 18, 2001
-----------------------------------------
Craig Cadwalader

/s/ Dan T. Daniels                         Director                                    September 18, 2001
-----------------------------------------
Dan T. Daniels
</TABLE>

                                       3
<PAGE>

<TABLE>
<S>                                        <C>                                         <C>
                                           Director                                    September 18, 2001
-----------------------------------------
John L. Goolsby

/s/ Norman Metcalfe                        Director                                    September 18, 2001
-----------------------------------------
Norman Metcalfe

/s/ George G.C. Parker                     Director                                    September 18, 2001
-----------------------------------------
George G.C. Parker

                                           Director                                    September 18, 2001
-----------------------------------------
Robert C. Ruocco

/s/ Kent G. Snyder                         Director                                    September 18, 2001
-----------------------------------------
Kent G. Snyder

/s/ Geoffrey L. Stack                      Director                                    September 18, 2001
-----------------------------------------
Geoffrey L. Stack

                                           Director                                    September 18, 2001
-----------------------------------------
Martin H. Winer
</TABLE>

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF GIBSON, DUNN & CRUTCHER LLP
<TEXT>
<PAGE>

                                   EXHIBIT 5

                          GIBSON, DUNN & CRUTCHER LLP
                              333 S. Grand Avenue
                         Los Angeles, California 90071
                           Telephone (213) 229-7000
                           Telecopier (213) 229-7520

                              September 25, 2001

Tejon Ranch Co.
P.O. Box 1000
4436 Lebec Road
Lebec, California 93243

          Re:     Registration Statement on Form S-8
                  ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Tejon Ranch Co., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of 800,000 shares of Common Stock, $0.01 par value, of
the Company (the "Common Stock"). The 800,000 shares of Common Stock subject to
the Registration Statement are to be issued under the Company's 1998 Stock
Incentive Plan (the "Stock Plan").

     We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.

     Based on our examination mentioned above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that (i) the issuance by the Company of the
Shares has been duly authorized and (ii) when issued in accordance with the
terms of the Stock Plan, the Shares will be duly and validly issued, fully paid
and non-assessable shares of Common Stock.

     We are admitted to practice in the State of California, but are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. Subject to the foregoing, this opinion letter
is limited to the laws of the State of California, the DGCL and federal law as
such laws presently exist and to the facts as they presently exist. We express
no opinion with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.

                                             Very truly yours,


                                             /s/ GIBSON, DUNN & CRUTCHER LLP

                                             GIBSON, DUNN & CRUTCHER LLP

RJS/RAT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
<TEXT>
<PAGE>

                                 EXHIBIT 23.1

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Tejon Ranch Co. 1998 Stock Incentive Plan of our
report dated February 15, 2001 with respect to the consolidated financial
statements of Tejon Ranch Co. and Subsidiaries included in its Annual Report
(Form 10-K) for the year ended December 31, 2000, filed with the Securities and
Exchange Commission.


                                             /s/ ERNST & YOUNG LLP

Los Angeles, California
September 24, 2001

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
