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                                  Exhibit 4.1

                                                                 879080 11 7
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  WARRANT CERTIFICATE NUMBER                                    CUSIP NUMBER

                                TEJON RANCH CO.
                    WARRANT CERTIFICATE FOR RIGHTS OFFERING
                  FOR HOLDERS OF RECORD ON DECEMBER __, 2000


-------------------------------                             --------------------
 SHARES ELIGIBLE TO SUBSCRIBE                                RECORD DATE SHARES

     Tejon Ranch Co. (the "Company") is conducting a rights offering (the
"Rights Offering") which entitles the holder of Company's common stock, $.50 par
value per share (the "Common Stock"), as of the close of business on December
__, 2000 (the "Record Date") to receive one transferable right (each, a "Right")
for each share of Common Stock held of record on the Record Date. Each Right
entitles the holder thereof to subscribe for and purchase ____ share of Common
Stock (the "Basic Subscription Privilege") at a subscription price of $____ per
share. If any shares of Common Stock are not purchased by holders of Rights
pursuant to the Basic Subscription Privilege (the "Over-Subscription Shares"),
any holder purchasing all of the shares of Common Stock available to it may
purchase an additional number of the Over-Subscription Shares, if so specified
in the subscription documents, subject to proration. No fractional shares or
cash in lieu thereof will be issued or paid. Set forth above is the number of
shares of Common Stock held by such holder, and the number of shares to which
each holder is entitled to subscribe pursuant to the Basic Subscription
Privilege.

     FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS DATED DECEMBER __, 2000 (THE
"PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CHASEMELLON SHAREHOLDER SERVICES,
L.L.C. (TOLL FREE (866) 293-6625). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE PROSPECTUS.

     THIS SUBSCRIPTION ORDER FORM MUST BE RECEIVED BY CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. WITH PAYMENT IN FULL BY 5:00 P.M. NEW YORK CITY TIME, ON
JANUARY __, 2001 (UNLESS EXTENDED IN THE SOLE DISCRETION OF THE COMPANY) (AS
IT MAY BE EXTENDED, THE "EXPIRATION DATE").  ANY RIGHTS NOT EXERCISED PRIOR TO
THE EXPIRATION DATE WILL BE NULL AND VOID.  ANY SUBSCRIPTION FOR SHARES OF
COMMON STOCK IN THE RIGHTS OFFERING MADE HEREBY IS IRREVOCABLE.

     The Rights represented by this Rights Certificate may be exercised by duly
completing Form 1; and may be transferred, assigned, exercised or sold through a
bank or broker by duly completing Form 2; and may be sold through the
Subscription Agent by duly completing Form 3. Rights holders are advised to
review the Prospectus and instructions, copies of which are available from
ChaseMellon Shareholder Services, L.L.C., before exercising or selling their
Rights.
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SUBSCRIPTION PRICE:  $____ PER SHARE

     The registered owner whose name is inscribed hereon or assigns, is entitled
to subscribe for shares of Common Stock, par value $.50 per share (the "Common
Stock"), of Tejon Ranch Co. upon the terms and subject to the conditions set
forth in the Prospectus and instructions relating to the use hereof.

     THE RIGHTS CERTIFICATE IS TRANSFERABLE, AND MAY BE COMBINED OR DIVIDED (BUT
ONLY INTO RIGHTS CERTIFICATES EVIDENCING FULL RIGHTS) AT THE OFFICE OF
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

     RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE OR TRANSFER
ONLY PART OF THEIR RIGHTS, THEY MAY NOT RECEIVE A NEW RIGHTS CERTIFICATE IN
SUFFICIENT TIME TO EXERCISE THE REMAINING RIGHTS EVIDENCED THEREBY.

                                       2
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                                     FORM 1

EXERCISE AND SUBSCRIPTION:  The undersigned hereby irrevocably exercises one or
more Rights to subscribe for shares of Common Stock as indicated below, on the
terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.

     (a)  Number of shares subscribed for pursuant to the Basic Subscription
          Privilege
          ___ X $___ = $____ payment. (___ Rights needed to subscribe for one
          share.)

     (b)  Number of shares subscribed for pursuant to the Over-subscription
          Privilege
          ___ X $___ = $____ payment.

     (c)  Total Subscription (total number of shares on lines (A) and (B)
          multiplied by the subscription price) = $____ payment.

          METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):

          [_]  Check, bank draft, or money order payable to "ChaseMellon
               Shareholder Services, L.L.C., acting on behalf of the
               Subscription Agent": or

          [_]  Wire transfer directed to The Chase Manhattan Bank, New York,
               NY, ABA No. 021000021-Attention: ChaseMellon Shareholder
               Services Reorg. Account 323-885489 (Tejon Ranch Co.)

     (d)  If the Rights being executed pursuant to the Basic Subscription
          Privilege do not account for all of the Rights represented by the
          Rights Certificate (check only one)

          [_]  Deliver to the undersigned a new Rights Certificate evidencing
               the remaining rights to which the undersigned is entitled.

          [_]  Deliver a new Rights Certificate in accordance with the
               undersigned's Form 2 instructions (which include any required
               signature guarantees).

          [_]  Sell the remaining unexercised Rights in accordance with the
               undersigned's Form 3 instructions.

          [_]  Do not deliver any new Rights Certificates to me.

          [_]  Check here if Rights are being exercised pursuant to the Notice
               of Guaranteed Delivery delivered to the Subscription Agent
               prior to the date hereof and complete the following:

               Name(s) of Registered Holder(s) _________________________________

               Window Ticket Number (if any) ___________________________________

               Date of Execution of Notice of Guaranteed Delivery ______________

               Name of Institution Which Guaranteed Delivery ___________________

                                       3
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*  If the aggregate Subscription Price enclosed or transmitted is insufficient
to purchase the total number of shares included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, the Rights Holder
exercising this Right Certificate shall be deemed to have subscribed for the
maximum amount of shares that could be subscribed for upon payment of such
amount. If the number of shares to be subscribed for pursuant to the
Oversubscription Privilege is not specified and the amount enclosed or
transmitted exceeds in aggregate Subscription Price for all shares represented
by this Rights Certificate (the "Subscription Excess"), the Rights holder
exercising this Rights Certificate shall be deemed to have exercised the
Oversubscription Privilege to purchase, to the extent available, that number of
whole shares of Common Stock equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price, subject to the limit on the
number of shares the Rights holder may purchase pursuant to the Oversubscription
Privilege. To the extent any portion of the aggregate Subscription Price
enclosed or transmitted remains after the foregoing procedures, such funds shall
be mailed to the subscriber without interest or deduction as soon as
practicable.

Subscriber's Signature ___________________________________

Telephone No. (    )
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                                       4
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                                     FORM 2

TO TRANSFER YOUR RIGHTS CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS, OR TO
EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER:  For value received, Rights
represented by this Rights Certificate are hereby assigned to (please print name
and address and Taxpayer Identification Number or Social Security Number of
transferee in full):

Name:
         _________________________________
Address:
         _________________________________

         _________________________________

         _________________________________

         _________________________________
         Signature(s) of Transferee(s)


Signatures Guaranteed by:  __________________________________________

Proceeds from the sale of Rights may be subject to withholding of U.S. taxes
unless the Seller's certified U.S. taxpayer identification number (or
certificate regarding foreign state is on file with the Subscription Agent and
the seller is not otherwise subject to U.S. backup withholding.

                                       5
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                                     FORM 3

TO SELL SOME OR ALL OF YOUR UNEXERCISED RIGHTS THROUGH THE SUBSCRIPTION AGENT:

The undersigned hereby authorizes the Subscription Agent to sell Rights
represented by the Rights Certificate but not exercised thereby and to deliver
to the undersigned a check for the proceeds, if any, from the sale thereof, less
any applicable brokerage commissions, taxes or other direct expenses of sale.
The Subscription Agent's obligation to execute orders is subject to its ability
to find buyers for the Rights.

                              __________________________________________
                              Subscriber's Signature

In order to sell Rights through the Subscription Agent, you must complete and
sign the substitute Form W-9 as provided in Section 8 of the instructions.

                                       6
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                                     FORM 4

DELIVERY INSTRUCTIONS:  Address for mailing of stock or new Subscription
Certificate or any cash payment in accordance with the Prospectus if other than
shown on this reverse hereof:

Name:    _________________________________

Address: _________________________________

         _________________________________

         _________________________________

                                       7