
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
 
                               FORM 10-Q

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

               For the quarterly period ended December 31, 1995

                                   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 0-12114

                             --------------

                        CADIZ LAND COMPANY, INC.
           (Exact name of registrant specified in its charter)

                  DELAWARE                           77-0313235
       (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)           Identification No.)

     10535 Foothill Boulevard, Suite 150                 
            Rancho Cucamonga,  CA                       91730
   (Address of principal executive offices)           (Zip Code)

   Registrant's telephone number, including area code: (909) 980-2738

                            --------------

    Securities Registered Pursuant to Section 12(b) of the Act:  None

                                              Name of Each Exchange
            Title of Each Class                on Which Registered
            -------------------                -------------------
                   None                               None 

      Securities Registered Pursuant to Section 12(g) of the Act: 
                              Common Stock
                            (Title of Class)

 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        
                               -----        -----

The number of shares outstanding of each of the Registrant's classes of 
Common Stock at February 16, 1996 was 18,322,611 shares of Common Stock, 
par value $0.01.






                      CADIZ LAND COMPANY, INC.

           For the Nine Months Ended December 31, 1995


                        TABLE OF CONTENTS
                        -----------------


                                                          Page(s)
                                                          -------

 I.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     A. Balance Sheet   . . . . . . . . . . . . . . . .     1-2
     B. Statement of Cash Flows . . . . . . . . . . . .      3
     C. Statement of Operations . . . . . . . . . . . .     4-5
     D. Statement of Stockholders' Equity . . . . . . .      6
     E. Notes . . . . . . . . . . . . . . . . . . . . .     7-9


II.  SUPPLEMENTARY INFORMATION

     A. Management's Discussion and Analysis of 
         Financial Condition and Results of Operations . . 10-20
     B. Other Information  . . . . . . . . . . . . . . . . 21-22
     C. Signatures . . . . . . . . . . . . . . . . . . . .   23







<TABLE>

                       CADIZ LAND COMPANY, INC.

                Condensed Consolidated Balance Sheet

                              Assets
                          (in thousands)


<CAPTION>
                                         December 31,    March 31,
                                             1995          1995
                                         -----------    ---------
                                         (unaudited)
<S>                                      <C>            <C>
Cash (Note 3)                              $ 2,600       $ 2,454

Accounts receivable                            402           131

Inventory                                      188           198

Property and equipment, net                  2,216         2,308

Land and improvements:
     Developed property, net                 9,515         9,715
     Unimproved land                        12,012        11,792

Water transfer projects                      2,392         1,764

Excess of purchase price over
   net assets acquired, net                  5,214         5,389

Debt issue costs and other assets              955         1,137
                                           -------       -------

                                           $35,494       $34,888
                                           -------       -------
                                           -------       -------
<FN>
See accompanying notes to the consolidated financial statements. 
</TABLE>


<TABLE>
                        CADIZ LAND COMPANY, INC.

                  Condensed Consolidated Balance Sheet

                  Liabilities and Stockholders' Equity
                 (in thousands except number of shares)


<CAPTION>
                                       December 31,     March 31,
                                           1995           1995
                                       -----------      ---------
                                       (unaudited)
<S>                                     <C>             <C>
Accounts payable                         $   857         $ 1,174

Other liabilities                            493             385

Debt                                      17,308          16,381

Contingencies (Note 5)
  
Stockholders' equity:
  Common stock - $.01 par value; 
    shares issued and outstanding -
    18,322,611 at December 31, 1995
    and 16,988,454 at March 31, 1995         183             170

Additional paid-in capital                67,908          62,687     

Accumulated deficit                      (51,255)        (45,909)
                                         -------         -------

    Total stockholders' equity            16,836          16,948
                                         -------         -------

                                         $35,494         $34,888
                                         -------         -------
                                         -------         ------- 
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>




<TABLE> 
                       CADIZ LAND COMPANY, INC.

           Condensed Consolidated Statement of Cash Flows
                           (in thousands)
                             (unaudited)

<CAPTION>
                                                  Nine Months Ended
                                                      December 31,   
                                                      ---------- 
                                                   1995       1994
                                                   ----       ----
<S>                                             <C>        <C>
Cash flows from operating activities:
   Loss from continuing operations               $(5,346)   $(3,250)
   Adjustments to reconcile loss from 
     continuing operations to net cash 
     used for continuing operating 
     activities:
       Depreciation and amortization                1,427     1,085
       Interest capitalized to debt                   380       651
       Extraordinary gain on debt settlement           -       (115)
       The effect on net cash used for 
         continuing operating activities 
         from changes in assets and 
         liabilities:
           Inventory and accounts receivable        (262)        96
           Debt issue costs and other assets        (253)      (196)
           Accounts payable and other 
             liabilities                            (209)      (841)
                                                  ------     ------

   Net cash used for continuing operating 
      activities                                  (4,263)    (2,570)

   Net cash provided by discontinued 
     operating activities                             -          57
                                                  ------     ------ 

   Net cash used for operating activities         (4,263)    (2,513)
                                                  ------     ------ 

Cash flows from investing activities:
   Land purchase and development                    (331)      (342)
   Water transfer projects                          (628)      (973)
   Additions to property and equipment              (217)      (563)
                                                  ------     ------

   Net cash used for investing activities         (1,176)    (1,878)
                                                  ------     ------

Cash flows from financing activities:
   Net proceeds from issuance of 
     common stock                                  5,234      2,088
   Proceeds from issuance of debt                    376         -  
   Principal payments on debt                        (25)      (399)
                                                  ------     ------

   Net cash provided by financing activities       5,585      1,689
                                                  ------     ------

Net increase (decrease) in cash                      146     (2,702)
Cash, beginning of year                            2,454      4,408
                                                  ------     ------

Cash, end of period                               $2,600     $1,706
                                                  ------     ------
                                                  ------     ------

<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>



<TABLE>
                        CADIZ LAND COMPANY, INC.

           Condensed Consolidated Statement of Operations

                (in thousands except per share data)
                             (unaudited)
                            
<CAPTION>
                                               Three Months Ended 
                                                   December 31,  
                                                   -----------
                                               1995          1994
                                               ----          ----
<S>                                         <C>            <C>
Revenues                                     $   470        $  383
                                             -------       -------

Costs and expenses:
   Resource development                          967           702
   Landfill prevention activities (Note 5)       140            -  
   General and administrative                    514           312
   Amortization                                   58            58
                                             -------       -------

                                               1,679         1,072
                                             -------       ------- 

Operating loss                                (1,209)         (689)

Interest expense, net                            451           315
                                             -------       -------

Net loss                                     $(1,660)      $(1,004)
                                             -------       -------
                                             -------       -------

Loss per share:
   Net loss per share                        $ (0.10)      $ (0.06)
                                             -------       -------
                                             -------       ------- 

<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>


<TABLE>
                       CADIZ LAND COMPANY, INC.

          Condensed Consolidated Statement of Operations
                (in thousands except per share data)
                           (unaudited)


<CAPTION>
                                               Nine Months Ended
                                                  December 31,
                                                  ------------
                                               1995           1994
                                               ----           ----
<S>                                         <C>            <C>
Revenues                                     $ 1,120        $   448
                                             -------        -------

Costs and expenses:
  Resource development                         2,881          1,604
  Landfill prevention activities (Note 5)        671             -  
  General and administrative                   1,405          1,134
  Amortization                                   175            175
                                             -------        -------
 
                                               5,132          2,913
                                             -------        -------

Operating loss                                (4,012)        (2,465)

Interest expense, net                          1,334            900
                                             -------        -------

Loss before extraordinary item                (5,346)        (3,365)

Extraordinary item:
  Gain on debt settlement                         -             115
                                             -------        -------

Net loss                                     $(5,346)       $(3,250)
                                             -------        -------
                                             -------        -------

Loss per share:
  Loss before extraordinary item             $ (0.31)       $ (0.21)
  Extraordinary item                              -            0.01
                                             -------        -------

       Net loss per share                    $ (0.31)       $ (0.20)
                                             -------        -------
                                             -------        -------

<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>



<TABLE>
                     CADIZ LAND COMPANY, INC.

    Condensed Consolidated Statement of Stockholders' Equity

           For the Nine months Ended December 31, 1995           
              (in thousands except number of shares)
                           (unaudited)
                                                                     
   
<CAPTION>                                                                     
                                                                   Total
                         Common Stock    Paid-In   Accumulated  Stockholders'
                       Shares    Amount  Capital     Deficit       Equity
                       ------    ------  -------     -------       ------
<S>                 <C>         <C>     <C>        <C>           <C> 
Balance as of 
 March 31, 1995      16,988,454  $170    $62,687    $(45,909)     $16,948

Exercise of 
 stock options 
 (Note 4)               120,000     1        301                      302

Issuance of 
 shares in 
 connection
 with private 
 placement
 (Note 4)             1,214,157    12      4,920                    4,932

Net loss                                              (5,346)      (5,346)
                     ----------  ----    -------    --------      ------- 

Balance as of 
 December 31, 1995   18,322,611  $183    $67,908    $(51,255)     $16,836
                     ----------  ----    -------    --------      -------
                     ----------  ----    -------    --------      -------

<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>



                           CADIZ LAND COMPANY, INC.

               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  

NOTE 1 - CURRENT STATUS AND DESCRIPTION OF BUSINESS
--------------------------------------------------

Business of the Company
-----------------------

Cadiz Land Company, Inc. (the "Company") identifies, acquires and
develops properties (to date in the desert regions of Southern 
California) which have significant indigenous supplies of water.  
The Company currently owns or controls approximately 41,750 acres, 
with its largest property totalling approximately 31,800 acres at 
Cadiz, California.  The Company's primary objective is to maximize
the long-term value of each of its properties through strategic use 
of the water resources associated with the properties.  The alternatives 
available to the Company, which are evaluated by management on an 
ongoing basis, include the transfer of water to third party users 
and/or the development of the properties using indigenous water 
sources for agricultural, commercial or residential purposes.

The transfer of water to third party users, both from the Cadiz
property and from other Company properties, is being actively pursued.  
The Company proposes to sell water from the Cadiz basin which is 
surplus to both the present and projected agricultural requirements
of the Company.  Negotiations relative to specific terms of water
delivery arrangements are continuing with several California water
agencies with respect to this project.  The Company is also in 
discussions with prospective purchasers of its water from the Piute
project.

In addition, agricultural development at Cadiz has been an integral
part of the Company's ongoing business strategy as a means of 
maximizing the value of the Company's landholding as a way to 
generate cash flow from such landholding.  To date, 800 acres have 
been developed to table grapes, 560 acres have been developed to
citrus, and 240 acres have been planted to various row crops.  The
Company has been able to enter into joint venture or leasing 
arrangements for the farming of these crops on its properties.

Basis of Presentation
---------------------

The Condensed Consolidated Financial Statements have been prepared
by the Company without audit and should be read in conjunction with
the consolidated financial statements and notes thereto included in
the Company's latest Form 10-K for the year ended March 31, 1995.  
The foregoing Condensed Consolidated Financial Statements include 
all adjustments, consisting only of normal recurring adjustments
which the Company considers necessary for a fair presentation.  The
results of operations for the nine months ended December 31, 1995 are 
not necessarily indicative of the results to be expected for the full 
fiscal year.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

See Note 2 to the Condensed Consolidated Financial Statements
included in the Company's latest Form 10-K for a discussion of 
the Company's accounting policies.


NOTE 3 - ACQUISITION OF SUN WORLD INTERNATIONAL, INC.
-----------------------------------------------------

On December 11, 1995, the Company executed a Plan Support Agreement
with the Official Committee of Creditors Holding Unsecured Claims (the
"Committee") in the Chapter 11 case of Sun World International, Inc. 
("SWI"), whereby the Company proposed to purchase the assets of SWI 
or submit a joint Plan of Reorganization (the "Plan") with the 
Committee in which the unsecured creditors of SWI would receive 
subordinated notes or a cash alternative and existing shareholders
of SWI would receive notes convertible into shares of stock in the 
Company after a period of time.  Concurrent with the execution of 
the Plan Support Agreement, the Company delivered $1 million, 
representing a deposit to the trust account of the attorney for the
Committee which is recorded as Cash in the accompanying Balance
Sheet.  Upon completion of the acquisition, the deposit will be
dispersed to either the reorganized SWI or to the Company.  However, 
if the acquisition is not completed, then under certain circumstances, 
the cash will be used to purchase, on a pro rata basis, interest in
the claims of unsecured creditors in the SWI Chapter 11 case.  The
Company has been proceeding with its due diligence investigation of 
SWI and is continuing to negotiate with the various constituent 
parties in an effort to obtain a consensual plan.  Before the 
acquisition can be completed, the United States Bankruptcy Court
must confirm the Plan.


NOTE 4 - STOCK OPTIONS EXERCISED AND PRIVATE PLACEMENTS
-------------------------------------------------------

During the nine months ended December 31, 1995, 120,000 previously
outstanding stock options were exercised resulting in gross proceeds 
to the Company of $304,000.

During the quarter ended December 31, 1995, the Company completed
private placements of 764,157 shares of its common stock resulting 
in gross proceeds to the Company of $3,176.000. 


NOTE 5 - CONTINGENCIES
----------------------

As further discussed in Note 9 to the Condensed Consolidated
Financial Statements included in the Company's latest Form 10-K, 
the Company was awarded full reimbursement for its legal fees and 
costs incurred in defending a legal action for which the plaintiffs 
filed an appeal.  In August 1995, the Arizona Court of Appeals
ruled in favor of the trial court's judgment upholding the award for
full reimbursement to the Company for such legal fees and costs 
incurred.  In addition, the Court of Appeals has awarded the Company 
reimbursement for legal fees on appeal, the amount of which has yet 
to be determined.  The Company has not yet recorded a gain contingency 
in connection with this matter, however, the plaintiffs have posted a 
cash bond from which the Company will collect its judgment which is
estimated at approximately $400,000.

In addition, on December 29, 1995, the Company filed an action
relative to the proposed construction and operation of a landfill 
to be located adjacent to Company property, with the Superior Court 
in San Bernardino County against the County of San Bernardino and 
Rail Cycle , L.P., among others.  The Company alleges the County 
of San Bernardino did not comply with the guidelines prescribed by
the California Environmental Quality Act and violated state planning 
and zoning laws when approving a General Plan Amendment and granting 
a conditional use permit for the proposed landfill.  The Company is 
seeking specific action and compensatory damages in excess of 
$75,000,000.   See "Other Information - Item 1 - Legal Proceedings".



 
                         CADIZ LAND COMPANY, INC.

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               (unaudited)                         
   


RESULTS OF OPERATIONS

Quarter Ended December 31, 1995 Compared to Quarter ended December 31, 1994 
---------------------------------------------------------------------------

During the quarter ended December 31, 1995, the Company incurred a net 
loss of $1,660,000 compared to a loss of $1,004,000 during the same 
period in 1994.  The following table summarizes the net loss for both 
periods (in thousands):

                                              1995         1994
                                              ----         ----

     Revenues                                $  470       $  383
                                             ------       ------ 

     Resource development                       967          702
     Landfill prevention activities             140           -  
     General and administrative                 514          312
     Amortization                                58           58
     Interest expense, net                      451          315
                                             ------       ------

                                             $1,660       $1,004
                                             ------       ------
                                             ------       ------

Revenues
--------

Revenues are recognized from the Company's resource development as a
result of the Company's ability to enter into joint venture or leasing
arrangements with third party growers for the farming of crops on its 
properties.  A combination of gross crop proceeds from the citrus 
orchard and both rent and percentage of gross crop proceeds from the 
vineyard totalled $441,000 and $383,000 for the quarter ended December 31,
1995 and 1994, respectively. 

Resource Development
--------------------

Expenses recorded in this category consist of costs incurred in the
agricultural, land and water resource development of the Company's 
landholdings.  As an integral part of its strategy to control the 
ultimate use of the resources associated with the Cadiz project, 
the Company continues to maintain control of management of both the 
infrastructure associated with these properties as well as the 
development of the area for agricultural use.  Accordingly, costs 
related to the Company's management of its infrastructure and 
agricultural development are included in Resource Development, as
well as the Company's share of joint venture crop costs.  Additionally,
operating costs associated with the Company's produce brokerage and 
the Company's continual evaluation of additional potential land 
acquisition sites, such as overhead, legal and travel are included 
within this category.

Resource development expenses totalled $967,000 for the quarter
ended December 31, 1995 as compared to $702,000 for the same period 
in 1994.  During 1995, the Company undertook work on several water 
projects as compared to only one project in 1994.  Therefore, costs 
associated with such activities increased from the prior year.  In 
addition, crop production costs totalled approximately $360,000 and
$253,000 during the quarters ended December 31, 1995 and 1994,
respectively.  Costs related to ranch overhead increased with the 
additional acres to row crops put into production during the current 
fiscal year.  Also included in resource development are operating 
expenses attributable to the Company's produce brokerage, which
was created in April 1995, and costs associated with evaluation of 
the potential acquisition of additional sites.

Landfill Prevention Activities
------------------------------

The Company is engaged in vigorous opposition to the proposed
construction and operation of a landfill proposed to be located
adjacent to Company property, and has filed a lawsuit seeking, among 
other things, to set aside regulatory approvals for the landfill 
project.  See "Other Information - Item 1 - Legal Proceedings".  
During the quarter ended December 31, 1995, expenses incurred in 
connection with activities in opposition to the project totalled 
$140,000, including litigation costs, professional fees and expenses, 
and contributions in support of an initiative to be considered by the
voters of San Bernardino County on March 26, 1996 (the "Landfill
Initiative") which, if approved, would require that no large solid 
waste landfill shall overlie or be located within ten miles from the 
point of extraction of a significant water resource, unless such a 
facility had been fully permitted, constructed or operational as of 
March 14, 1995.

General and Administrative
--------------------------

During the 1995 period, the Company was engaged in evaluating the
possible acquisition of Sun World International, Inc. ("SWI"), one of
California's largest permanent crop companies, negotiations and/or 
discussions with prospective purchasers regarding several of the 
Company's water transfer projects and management of its permanent 
crops, as well as production of additional acreage to row crops in 
its farming operation.  In 1994, such activities pertained to 
evaluation of only one water transfer project and management of 
the Company's permanent crops.  As a result of this increased level 
of activity, the Company has accordingly incurred an increase in 
costs related to overhead, professional fees, salaries and travel, 
among others.

Interest Expense
----------------

Net interest expense totalled $451,000 during the quarter ended 
December 31, 1995 as compared to $315,000 during the same period in 
1994.  The following table summarizes the components of net interest 
expense for the three month periods ended December 31, 1995 and 1994 
(in thousands):

                                                  1995        1994
                                                  ----        ----

    Interest expense on outstanding debt         $ 254       $ 217
    Amortization of financing costs                210         120
    Interest income                                (13)        (22)
                                                 -----       -----

        Net interest expense                     $ 451       $ 315
                                                 -----       -----
                                                 -----       -----

Interest expense on outstanding debt increased during the period as
a result of an increased level of borrowing.  Amortization of financing 
costs increased as a result of debt issue costs incurred in connection 
with the March 1995 additional loan as further discussed in the Company's 
latest Form 10-K. 

Nine Months Ended December 31, 1995 Compared to Nine Months Ended 
December 31, 1994
-----------------------------------------------------------------

During the nine months ended December 31, 1995, the Company incurred
a net loss of $5,346,000 compared to a loss of $3,250,000 during the 
same period in 1994.  The following table summarizes the net loss for 
both periods (in thousands):

                                                 1995        1994
                                                 ----        ----

     Revenues                                   $1,120      $  448
                                                ------      ------

     Resource development                        2,881       1,604
     Landfill prevention activities                671          -  
     General and administrative                  1,405       1,134
     Amortization                                  175         175
     Interest expense, net                       1,334         900
     Gain on debt settlement                        -         (115)
                                                ------      ------
     
                                                $5,346      $3,250
                                                ------      ------
                                                ------      ------

Revenues
--------

As a result of the additional acreage put into row crop production
during the 1995 period, the Company was able to generate additional 
revenue during the nine months ended December 31, 1995 in an amount 
totalling approximately $564,000 from the honeydew melon, seedless 
watermelon and radicchio joint venture operations.  Revenues from 
other sources (including the lemon harvest, vineyard and produce 
brokerage) contributed to the increase in revenues by approximately
$98,000.

Resource Development
--------------------

Resource development expenses totalled $2,881,000 for the nine
months ended December 31, 1995 as compared to $1,604,000 for the 
same period in 1994.  As activities were taking place on multiple 
water projects during the nine months ended December 31, 1995, costs 
associated with this development increased as compared to the 1994 
period when the Company was involved in only the Cadiz water transfer
project.  In addition, with the development of an additional 240
acres to row crops at the beginning of the current fiscal year, the 
Company has attracted third party growers to enter into joint venture 
and similar arrangements with the Company for multiple harvests 
throughout the year.  As a result, the Company has incurred its share 
of joint venture production costs associated with the various row
crops, as well as an increase in costs associated with management of 
the Cadiz ranch, as it pertains to oversight of the additional acreage.

Landfill Prevention Activities
------------------------------

Expenses incurred during the nine months ended December 31, 1995 in
connection with the Company's opposition to a proposed waste landfill 
project adjacent to its Cadiz landholdings were $671,000, which 
included litigation costs, professional fees and expenses, and 
contributions in support of the Landfill Initiative.

General and Administration
--------------------------

General and administrative expenses during both periods consisted
primarily of corporate operating expenses, professional fees and 
salaries.  These expenses increased by $270,000 during the nine 
months ended December 31, 1995, as compared to the same period 
in 1994.  This increase was primarily due to costs incurred in 
evaluating the potential acquisition of SWI and an increase in  
corporate operating expenses related to the increased level of 
activity associated with the Company's water transfer projects 
and agricultural operations offset by reduced legal fees related 
to litigation. 

Interest Expense
----------------

The following table summarizes the components of net interest
expense for the nine month periods ended December 31, 1995 and 
1994 (in thousands): 

                                               1995       1994
                                               ----       ----

    Interest expense on outstanding debt      $  744     $  640
    Amortization of financing costs              631        360
    Interest income                              (41)      (100)
                                              ------     ------

       Net interest expense                   $1,334     $  900
                                              ------     ------
                                              ------     ------

Interest expense on outstanding debt increased during the period 
as a result of an increased level of borrowing.  Amortization of 
financing costs increased as a result of debt issue costs incurred 
in connection with the March 1995 additional loan as further 
discussed in the Company's latest Form  10-K. 

Gain on Debt Settlement
-----------------------

In June 1994, the Company retired a note payable in the amount of
$249,000 to an individual at a discounted amount resulting in an 
extraordinary gain on settlement of debt of $115,000.  The note, 
which originated in 1985, was scheduled to be retired with a balloon 
payment in December 1996.  


LIQUIDITY AND CAPITAL RESOURCES

Pursuant to its business strategy, the Company has historically
utilized its working capital primarily for development purposes: 
that is, for purposes designed to increase the long term value of 
its properties.  A substantial portion of these developmental expenses 
are being incurred in connection with the development of the Company's 
water transfer projects at Cadiz and Piute.  As the Company does not
expect to receive significant revenues from these water transfer
projects before 1997, the Company has been required to obtain 
financing to bridge the gap between the time development expenses 
are incurred and the time a revenue stream will commence.  Accordingly, 
the Company has looked to outside funding sources to address its 
liquidity and working capital needs.  Since the beginning of the 1992
fiscal year, the Company has addressed these needs primarily through
secured debt financing arrangements with its lenders, private placements 
and the exercise of outstanding stock options.

The Company is currently evaluating the possible acquisition of SWI,
which is now in Chapter 11 reorganization proceedings.  SWI, with 
annual revenues in excess of $150 million, is one of California's 
largest permanent crop companies.  The acquisition, if completed, will
result in the addition of approximately 20,000 acres of developed land 
primarily in the Central Valley of California, and will provide assets 
complimentary to the Company in agriculture, produce marketing and water 
rights.  However, regardless of whether or not this acquisition is 
completed, the Company will continue to develop its existing properties.  
The Company's projected working capital needs therefore relate both to 
the continued development of its existing properties, on the one hand, 
and to the acquisition of SWI, on the other hand.

Operational Requirements
------------------------

WATER TRANSFER PROJECTS - The Company proposes to sell to third
party users water from the Cadiz basin which is surplus to both the 
present and projected agricultural requirements of the Company.  In 
1993, the County of San Bernardino certified an Environmental Impact 
Report allowing for the withdrawal from the Cadiz basin of 30,000 
acre-feet of groundwater per year for 40 years for agricultural and
domestic use.  Currently, total agricultural and domestic water use 
in the Cadiz area  is approximately 5,000 acre-fee per year.  As an 
alternative to the full expansion of agricultural development, the 
Company will allocate a portion of its unused water resources for 
transfer to several public agencies that require supplemental sources of
water.  The Company is continuing to negotiate the specific terms of
water delivery arrangements with several California water agencies with 
respect to this project.

The Environmental Impact Statement/Environmental Impact Report
("EIS/EIR") to be prepared for the water transfer project will, as 
required, evaluate the environmental impacts associated with the 
transfer of water both at the currently projected level of 20,000 
acre-feet per year and at reasonable alternative amounts.  A 
groundwater management plan will be developed as part of the EIS/EIR
under which a groundwater management entity will have authority to
implement a management program for usage of the basin's water and 
will monitor compliance with the plan on an ongoing basis.

Although the length of the regulatory review process cannot be
predicted with certainty, the Company expects completion of the 
EIS/EIR process in mid to late 1997 and completion of the necessary 
delivery system within several months, thereafter, although no 
assurance can be given. 

The Company is also in discussion with prospective purchasers of its
water from the Piute project.

Funding for preparatory work to date on the Company's water transfer
projects has come from the Company's working capital.  However, the 
substantial majority of the capital costs associated with these 
projects, which have yet to be incurred, will be funded through 
separate project financings.  The nature of the additional financings 
for the water transfer projects will depend upon how the development
and ownership of each project is ultimately structured, and how much
of each project's funding will be the Company's responsibility.

AGRICULTURAL OPERATIONS - Agricultural development continues to be
an integral part of the Company's ongoing business strategy as a means 
of maximizing the value of the Company's landholdings and as a way to 
generate cash flow from such landholdings.  The Company has been able 
to attract third party growers with significant expertise in their 
respective purview and to enter into joint venture or leasing 
arrangements for the farming of crops on its properties.  With the
implementation of the Company's program to conduct agricultural
operations on its properties primarily through third party leasing 
and joint venture operations and the establishment of its produce 
brokerage, agricultural operations are anticipated to require 
substantially less operating funds in 1996. 

Sun World Acquisition
---------------------

In December 1995, the Company executed a Plan Support Agreement with
the Official Committee Holding Unsecured Claims (the "Committee") in 
the SWI Chapter 11 case.  Under this Agreement, the Committee pledged 
to support a plan of reorganization which, in broad terms, would result
in the acquisition of SWI by the Company and would provide for the
Company to enter into renegotiated lending arrangements with SWI's 
secured lenders, to issue to SWI's unsecured creditors subordinated 
notes in the proven amount of their claims (or, alternatively, cash
at a 60% discount to the amount of the notes), and to issue to SWI's 
equity holders a total of $10 million in convertible notes.  Pursuant 
to the Agreement, the Company has placed $1 million as a deposit to the
trust account of the attorneys for the Committee.

The Company expects that the fundamental provisions of the formal
plan of reorganization ("Plan") to be submitted to the U.S. Bankruptcy 
Court will be consistent with those outlined in the Plan Support 
Agreement.  The Company is continuing its negotiations with the other 
parties to the SWI bankruptcy proceedings in an effort to reach a 
consensual agreement on the terms of the Plan, although the Company 
may continue to pursue the SWI acquisition whether or not full 
consensual agreement can be reached.  Approval of the Plan by the
Bankruptcy Court will be required before the acquisition of SWI by 
the Company can be completed.

The Company intends as part of the proposed SWI plan of reorganization 
to make capital available to SWI upon closing of the acquisition in an
amount estimated as necessary to enable SWI to be self-sufficient 
thereafter for working capital purposes.  This capital is expected to 
include cash of approximately $15 million to be used to discharge SWI's 
obligations to unsecured creditors.  The Company intends to raise such 
capital through a separate placing of securities, the closing of which 
will be conditioned upon final approval of the Plan and completion of the
SWI acquisition.

Current Financing Arrangements
------------------------------

The Company's two primary lenders are Cooperative Centrale 
Raiffeisen-Boerenleenbank B.A., a Netherlands commercial bank 
("Rabobank") and Henry Ansbacher & Co., Limited, a banking corporation 
organized under the laws of England ("Ansbacher") (collectively, the 
"Banks").

As previously reported in the Company's latest Form 10-K, in March 1995 
the Company arranged to draw $2.45 million from an additional $3 million 
loan facility provided by Ansbacher.  From these proceeds, the Company 
used $250,000 to reduce the Company's existing Rabobank loan and to 
reimburse Rabobank for various fees and expenses with the balance to 
be applied towards the Company's estimated working capital requirements 
through March 31, 1996.  The remaining $550,000 of this facility is 
expected to be drawn down April 1, 1996 for application towards the 
Company's estimated working capital requirements for the fiscal year 
ending March 31, 1997.  Ansbacher agreed to accrue and capitalize 
interest on the outstanding principal amount of these advances through 
January 1997.  Interest rates on outstanding debt to the Banks, with 
the exception of the March 1995 additional loan facility, are fixed 
until January 1997, the maturity date under the current financing 
arrangements.  Interest on the Ansbacher portion is accrued and 
capitalized until maturity.  Rabobank interest is paid quarterly 
through draw downs against a letter of credit provided by Ansbacher 
for that purpose.  

The Company and the Banks have, in the past, structured their
financing arrangements with a view towards effective implementation of 
the Company's business plan.  The Company may, if it deems necessary, 
seek adjustments to these existing arrangements to accommodate previously 
unforeseen developments, such as the SWI acquisition and/or any changes 
in the timetable for regulatory approvals of the water transfer projects.

Equity Placements
-----------------

During the fiscal year ended March 31, 1995, the Company raised gross 
proceeds of approximately $2.3 million through the exercise of 
outstanding stock options and warrants.  In addition, the Company 
raised gross proceeds of $304,000 through the exercise of outstanding 
stock options during the nine months ended December 31, 1995.

During the quarter ended December 31, 1995, the Company completed
private placements of 764,157 shares of its common stock resulting in 
gross proceeds of $3,224,000.  In July 1995, the Company completed a 
private placement of 450,000 shares of its common stock to several 
institutions thereby receiving gross proceeds of $1,800,000.  The 
Company will utilize such proceeds to fund its capital projects 
related to development of its water transfer projects, purchase of
additional acreage and for operating requirements.

Working Capital Resources
-------------------------
The Company has adopted an unclassified balance sheet (eliminating
the distinction between current assets and long-term assets and current
liabilities and long-term liabilities).  Accordingly, any historical or 
forward looking discussion of the Company's working capital resources 
should focus on the receipt and use of cash as opposed to the broader 
concepts of working capital and current ratio.   

Cash used for continuing operating activities totalled $4,263,000 
for the nine month period ended December 31, 1995 as compared to 
$2,570,000 for the same period in 1994.  In furtherance of the 
Company's primary objective to maximize the long-term value of each 
of its properties through strategic use of the water resources 
associated with  the properties, the Company initiated work on 
development of several water projects during the 1995 period.  As a 
result, overhead associated with such development increased throughout 
the nine months ended December 31, 1995 as compared to the same 
period in 1994.  In addition, as agricultural development has been
an integral part of the Company's ongoing business strategy as a means
of maximizing the value of the Company's landholdings and a way to
generate cash flow from such landholdings, an additional 240 acres were
developed to row crops at the beginning of the current fiscal year.  
Following completion of this further agricultural development, the 
Company was able  to attract third party growers thus allowing the 
Company to reduce its exposure to the performance of any single given 
crop and generate additional cash flow from its share of crop proceeds 
(offset by its share of crop production costs) resulting, however, in 
an increase in  costs relating to the management of this additional 
acreage.  In addition, in April 1995, the Company established a produce
brokerage to market fresh fruit and vegetables, which management expects 
will be cash flow positive in the next fiscal year.  Professional fees and
other costs totalling $671,000 incurred in the Company's opposition to a 
proposed waste landfill project adjacent to its Cadiz landholdings also 
served to increase the cash used for continuing operations for the nine 
month period ended December 31, 1995 as compared to the same period in 
1994.  The cash provided by discontinued operating activities during 
the 1994 quarter resulted from the sale of property during that period.

Cash used for investing activities totalled $1,176,000 during the
nine months ended December 31, 1995 as compared to $1,878,000 for the 
same period in 1994.  Although the Company commenced serious evaluation 
of the Cadiz water transfer project as early as 1994, the Company is 
pleased with the progress made to-date.  Much progress has been made 
with regard to the exhaustive studies required by the various water 
agencies before they may enter into multi-year arrangements.  In 
addition, the Company commenced water development operations at its 
landholdings in the Piute valley in February 1995 and at other 
locations during the current fiscal year.  Costs of $628,000 associated 
with the Company's water transfer projects during 1995 related primarily 
to fees associated with specific environmental studies, environmental 
analyses, evaluation of the quantity and quality of the water resources 
and development of institutional arrangements.  Costs related to the
Company's water projects incurred in 1994 were associated with the
drilling of test and production wells and fees associated with the 
evaluation and documentation of the feasibility of the Cadiz water 
transfer project.  In addition, in 1995 the Company converted a 
warehouse into a housing facility, purchased required farming 
equipment and a weather station for the ranch and installed a new 
computer system.  During 1994, property and equipment additions
included costs related to the drilling of a production well and 
construction of an irrigation manifold system necessary for the 
development of an additional 240 acres.

Financing activities provided $5,585,000 for the nine months ended
December 31, 1995 as compared to $1,689,000 during the nine months 
ended December 31, 1994.  Proceeds from the issuance of common stock 
as a result of private placements and the exercise of previously 
existing stock options totalled $5,234,000 and $2,088,000 during the 
1995 and 1994 periods, respectively.  Proceeds from the issuance of 
debt increased by $376,000 during the 1995 period and principal 
payments on debt decreased by $374,000 compared to the 1994 period.


SHORT-TERM OUTLOOK

During fiscal 1996, the Company has funded its working capital
requirements from the remaining balance of the $2.45 million in 
proceeds received in March 1995 from the additional loan facility 
provided by Ansbacher, the $2.081 million received by the Company 
through the exercise of stock options and warrants during the prior 
year and the completion of private placements in July 1995 and December 
1995 (See Note 3 to the Condensed Consolidated Financial Statements).  
These 1996 working capital requirements were an integral means of not 
only advancing the Cadiz water transfer project through the lengthy 
regulatory review process and closer to the point where the actual
movement of water will generate revenue sufficient to meet the
operating requirements of the Company, but also provided the necessary 
capital to develop additional acreage to row crops which allows for 
multiple harvests from the same acreage each year, thus providing the 
Company an opportunity for an immediate return in capital invested.  
However, as a result of expenditures incurred by the Company in
connection with the proposed SWI acquisition (including the $1 million 
deposit, professional fees and due diligence expenses) the Company's 
requirement for additional working capital in the short-term has 
increased.  Therefore, the Company expects to raise additional funds 
to meet its short-term working capital needs either through an increase
in borrowings or an additional private placement of equity, as needed.  
Although a portion of the funds raised in such placement would be used 
to fund expenses related to the SWI acquisition, such placement would 
not be conditioned upon the completion of the SWI acquisition, so that 
the funds will be available to the Company whether or not the acquisition 
is completed.  Management believes that funds available from these 
sources combined with the additional revenue from the Company's current 
agricultural operations  and possible deposits from water agencies or 
other pre-sale arrangements related to the Company's water transfer 
projects would be sufficient to meet the Company's working capital 
requirements through the next year, although no assurances can be given.

The funding to be made available by the Company upon the closing of
the SWI acquisition will, as noted previously, be obtained via a 
separate placement of securities which will be conditioned upon Plan 
confirmation and the completion of the acquisition.


LONG-TERM OUTLOOK

Historically, the Company has financed both its working capital and
property acquisitions cash requirements from outside resources via a
combination of debt and equity placements.  However, the Company does 
not anticipate it will rely on such funding combinations in the future
as a result of the progress made to date in the Company's various 
development activities. 

The Company believes that an acquisition of SWI upon the terms
currently proposed will enable SWI to be self-sufficient thereafter 
for working capital purposes.  The Company intends as part of the 
proposed SWI plan of reorganization to make capital available to SWI 
at closing in an amount  estimated as necessary to achieve this result.  
However, the Company does not expect, in the foreseeable future, to 
make additional capital contributions to SWI, but to the contrary, 
expects SWI to generate a return to the Company on its initial capital 
investment, although until the acquisition is completed and the final 
structure is determined, no assurances can be given. 

As the Company is actively pursuing the development of its water
resources, it is seeking the finalization of the regulatory approvals 
needed to commence construction of a water delivery project at Cadiz.  
Once the lengthy regulatory review process is finalized and construction 
of the necessary delivery system has commenced, the Company anticipates 
to generate a revenue stream within less than a year thereafter which 
will be sufficient to meet the operating requirements of the Company, 
although no assurances can be given.  Concurrently with the regulatory 
review process, the Company is also negotiating the terms of water 
delivery arrangements with various California water agencies, which 
include issues such as financing, pricing concepts and formulas and 
ownership of the pipeline and the delivery system.

In addition to the development of its water resources, the Company
is actively involved in further agricultural development of its 
landholding as a result of San Bernardino County's approval of a 
General Plan Amendment covering 9,600 acres of the Company's 
landholdings at Cadiz and the increased grower interest in Cadiz as 
an agricultural area.  Such development will be systematic and in 
furtherance of the Company's business strategy to provide for 
maximization of the value of its assets.  Such development is expected 
to continue to be accomplished through negotiated arrangements with
third parities, which will significantly reduce any capital outlay
required of the Company in connection with such development activities 
and provide a revenue stream in the future.

As a result of the above, the Company expects in 1996 SWI to generate 
a return to the Company on its initial capital investment, assuming
the acquisition takes place, and an increase in the revenue generated
from its agricultural operations.  Additionally, the Company anticipates 
a revenue stream to commence in calendar 1997 from its other landholding 
and associated resources.  However, no assurances can be made as to the
amount of such revenues or whether such revenues will be of sufficient
levels by the end of fiscal 1997 to fund the Company's ongoing cash 
requirements.  Such cash requirements will be dependent, in large part 
upon the form of the arrangements utilized by the Company for the 
development of its resources.



                           CADIZ LAND COMPANY, INC.

                              OTHER INFORMATION


Item 1 -  Legal Proceedings
          -----------------
          On November 21, 1995, the San Bernardino County Board 
          of Supervisors certified the Environmental Impact  
          Report/Environmental Impact Statement ("EIR/EIS") for 
          the proposed construction and operation of a substantial 
          landfill on the shore of Bristol Lake near Amboy, California 
          (the "Rail Cycle" Project).  On  November 28, 1995, the Board 
          of Supervisors by a 3-2 vote approved, among other things, a 
          Conditional Use Permit to Rail Cycle, L.P. ("Rail Cycle ") to 
          construct and operate the Rail Cycle Project.  The general 
          partner of Rail Cycle is controlled by WMX Technologies, Inc. 
          ("WMX") (formerly Waste Management, Inc.). The Rail Cycle 
          Project would be located within a few miles of 9,600 acres of 
          land owned by the Company at Cadiz, California, which the
          County of San Bernardino has designated for agricultural use
          in its General Plan.

          On December 29, 1995, an action styled CADIZ LAND COMPANY, 
          INC. VS. COUNTY OF SAN BERNARDINO, ET. AL. CASE NO. BCV
          02341 was filed by the Company in Superior Court in San
          Bernardino County.  The action challenges the various decisions 
          by the County of San Bernardino relative to the Rail Cycle
          Project.   Named in this action, in addition to the County 
          of San Bernardino, were the Board of Supervisors of the county 
          of San Bernardino, three individual members of the  Board of 
          Supervisors, an employee of the County, and Rail Cycle. On 
          February 1, 1996, Rail Cycle and the County removed the case 
          to Federal District Court for the Central District of 
          California (Case No. CV-96-740-JGD [BQRX]).  

          The Company alleges that the actions of the County did not 
          comply  with the guidelines prescribed by the California 
          Environmental Quality Act ("CEQA") and violated state 
          planning and zoning laws.   The action seeks to set aside 
          the County's certification of the EIR/EIS and approval of 
          the proposed Rail Cycle Project.  The Company continues to 
          believe that the proposed Rail Cycle Project, if constructed 
          and operated as currently designed, poses environmental risks 
          both to the Company's agricultural operations at Cadiz and to 
          the groundwater basin underlying the Cadiz property.  
          Accordingly, the Company intends to pursue a claim for
          damages against the County of San Bernardino and Rail Cycle
          and therefore, the action also seeks compensatory damages in
          excess of $75 million.

          On March 26, 1996, an initiative will be considered by the voters 
          of San Bernardino County which, if approved, would require that no 
          large solid waste landfill shall overlie or be located within ten 
          miles from the point of extraction of a significant water resource, 
          unless such a facility had been fully permitted, constructed or 
          operational  as of March 14, 1995.  However, the Company was unable
          to consider the outcome of the vote on this upcoming initiative
          and its effect upon construction of the Rail Cycle Project before
          commencing the action, as under CEQA procedures the Company was 
          required to file the suit within thirty days of the Board of
          Supervisors' actions in order for the Company to preserve its
          rights.


Item 2 -  Change in Securities
          --------------------         

          Not applicable.


Item 3 -  Defaults Upon Senior Securities
          -------------------------------

          Not applicable.


Item 4 -  Submission of Matter to a Vote of Security Holders
          --------------------------------------------------

          Not applicable.


Item 5 -  Other Information
          -----------------

          Not applicable.                                            


Item 6 -  Exhibits and Reports on Form 8-K
          --------------------------------

          A.  Exhibits
              --------
          
              1. Exhibit 27     -  Financial Data Schedule

              2. Exhibit 10.44  -  Plan Support Agreement 
                                   dated December 11, 1995

              3. Exhibit 10.45  -  Waiver of Certain Provisions of Plan 
                                   Support Agreement dated January 12, 1996

          B.  Reports on Form 8-K
              -------------------
 
              1. None





                         CADIZ LAND COMPANY, INC.

                                SIGNATURES


Pursuant to the requirements 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.

CADIZ LAND COMPANY, INC.



By: /s/ Keith Brackpool                          February 19, 1996    
    -------------------------------------        ------------------
    Keith Brackpool                              Date
    Chief Executive Officer and Director


By: /s/ Susan K. Chapman                         February 19, 1996
    -------------------------------------        ------------------
    Susan K. Chapman                             Date
    Chief Financial Officer and Secretary

