<SUBMISSION>
<ACCESSION-NUMBER>0000727273-01-500042
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010930
<FILING-DATE>20011114
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CADIZ INC
<CIK>0000727273
<ASSIGNED-SIC>0700
<IRS-NUMBER>770313235
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-12114
<FILM-NUMBER>1788518
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>100 WILSHIRE BLVD.
<STREET2>SUITE 1600
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90401
<PHONE>3108994700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>100 WILSHIRE BLVD.
<STREET2>SUITE 1600
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90401-1111
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ARIDTECH INC
<DATE-CHANGED>19880523
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CADIZ LAND CO INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PACIFIC AGRICULTURAL HOLDINGS INC
<DATE-CHANGED>19920602
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>sept10q2001.txt
<DESCRIPTION>SEPTEMBER 30, 2001
<TEXT>

                   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 SEPTEMBER 30, 2001

                                   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 INC.

         (Exact name of registrant as specified in its charter)

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

100 Wilshire Boulevard, Suite 1600
       Santa Monica, CA                      90401-1111
(Address of principal executive offices)     (Zip Code)

   Registrant's telephone number, including area code:  (310) 899-4700




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 November 12, 2001 was 36,045,295 shares of Common Stock,
par value $0.01.

                               CADIZ INC.

                                  INDEX

For the Nine Months Ended September 30, 2001                        Page


PART I - FINANCIAL INFORMATION

1.   Cadiz Inc. Consolidated Financial Statements

     Statement of Operations for the three months
      ended September 30, 2001 and 2000. . . . . . . . . . . . . . . .3

     Statement of Operations for the nine months
      ended September 30, 2001 and 2000. . . . . . . . . . . . . . . .4

     Balance Sheet as of September 30, 2001
      and December 31, 2000. . . . . . . . . . . . . . . . . . . . . .5

     Statement of Cash Flows for the nine months ended
      September 30, 2001 and 2000. . . . . . . . . . . . . . . . . . .6

     Statement of Stockholders' Equity for the
      nine months ended September 30, 2001. . . . . . . . . . . . . . 7

     Notes to the Consolidated Financial Statements. . . . . . . . .. 8

     Sun World International, Inc. Consolidated Financial Statements

     Statement of Operations for the three months
      ended September 30, 2001 and 2000. . . . . . . . . . . . . . . .17

     Statement of Operations for the nine months
      ended September 30, 2001 and 2000. . . . . . . . . . . . . . . .18

     Balance Sheet as of September 30, 2001
      and December 31, 2000. . . . . . . . . . . . . . . . . . . . . .19

     Statement of Cash Flows for the nine months
      ended September 30, 2001 and 2000. . . . . . . . . . . . . . . .20

     Statement of Stockholder's Equity for the
      nine months ended September 30, 2001. . . . . . . . . . . . . . 21

     Notes to the Consolidated Financial Statements. . . . . . . . . .22

2.   Management's Discussion and Analysis of Financial Condition
     and Results of Operations. . . . . . . . . . . . . . . . . . . . 23

3.   Quantitative and Qualitative Disclosures about Market Risk. . . .35


PART II  -  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . .35



                               CADIZ INC.

                  CONSOLIDATED STATEMENT OF OPERATIONS
                               (UNAUDITED)


For the Three Months Ended September 30,       2001      2000
                                               ----      ----

                                 ($ in thousands except per share data)


Revenues                                   $  48,683  $ 55,376
                                              -------   -------
Costs and expenses:
 Cost of sales                                41,072    43,367
 General and administrative                    3,181     2,983
 Special litigation                                -        84
 Removal of underperforming crops                222         -
 Depreciation and amortization                 4,379     4,349
                                              -------   -------

 Total costs and expenses                     48,854    50,783
                                              -------   -------

Operating profit (loss)                         (171)    4,593
Interest expense, net                          4,909     4,935
                                              -------   -------

Net loss                                      (5,080)     (342)

Less:Preferred stock dividends                   113         -

     Imputed dividend on
      preferred stock                             74         -
                                              -------  -------
Net loss applicable to
 common stock                                $ (5,267) $  (342)
                                              ========  ========
Basic and diluted net loss
 per common share                            $  (0.15) $ (0.01)
                                             ========  ========

Basic and diluted weighted average
 shares outstanding                            35,890   35,364
                                             ========  =======

    See accompanying notes to the consolidated financial statements.

                               CADIZ INC.

                  CONSOLIDATED STATEMENT OF OPERATIONS
                               (UNADUITED)

For the Nine Months Ended September 30,         2001      2000
                                                ----      ----
                                ($ in thousands except per share data)


Revenues                                      $  76,425   $  90,240
Special litigation recovery                       7,929           -
                                              ---------   ---------
 Total revenues and special
    litigation recovery                          84,354      90,240
                                              ---------   ---------
Costs and expenses:
 Cost of sales                                   64,457      75,064
 General and administrative                       9,725       9,066
 Special litigation                                   -         360
 Non-recurring compensation expense               5,537           -
 Removal of underperforming crops                   222           -
 Depreciation and amortization                    6,943       6,815
                                              ---------   ---------
 Total costs and expenses                        86,884      91,305
                                              ---------   ---------
Operating loss                                   (2,530)     (1,065)

Interest expense, net                            14,374      14,401
                                              ---------   ---------
Net loss                                        (16,904)    (15,466)

Less: Preferred stock dividends			   338            -

      Imputed dividend on preferred stock          220            -
                                              ---------   ---------

Net loss applicable to common stock           $(17,462)   $ (15,466)
                                              =========   =========
Basic and diluted net loss
 per common share                             $  (0.49)   $   (0.44)
                                              =========   =========
Basic and diluted weighted
 average shares outstanding                     35,787       35,290
                                              ========     ========

 See accompanying notes to the consolidated financial statements.

                               CADIZ INC.

                       CONSOLIDATED BALANCE SHEET

                                             (Unaudited)
                                            September 30, December 31,
                                                 2001      2000
                                                 ----      ----
                                               ($ in thousands)
ASSETS
Current assets:
 Cash and cash equivalents                    $     313    $   4,768
 Accounts receivable, net                        14,402        7,884
 Inventories                                     15,971       15,203
 Prepaid expenses and other                         766          631
                                              ---------    ---------
      Total current assets                       31,452       28,486

Property, plant, equipment
  and water programs, net                       165,945      164,824

Other assets                                     11,130       11,784
                                              ---------    ---------

                                              $ 208,527    $ 205,094
                                              =========    =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                             $  14,416   $  9,377
 Accrued liabilities                              8,687      5,815
 Revolving credit facility                        4,600          -
 Long-term debt, current portion                 25,056        859
                                              ---------   --------

      Total current liabilities                  52,759     16,051

Long-term debt                                  121,212    145,610

Deferred income taxes                             5,447      5,447

Other liabilities                                   741        313

Commitments and contingencies

Series D redeemable convertible
 preferred stock - $.01 par value
 5,000 shares authorized, issued
 and outstanding                                  4,170      3,950

Stockholders' equity:
 Common stock - $.01 par value;
 70,000,000 shares authorized;
 shares issued and outstanding -
 36,025,295 at September 30, 2001
 and 35,674,674 at December 31, 2000                360        357

Additional paid-in capital                      150,082    142,706

Accumulated deficit                            (126,244)  (109,340)
                                               --------   --------

 Total stockholders' equity                      24,198     33,723
                                               --------   --------

                                              $ 208,527  $ 205,094
                                              =========  =========

    See accompanying notes to the consolidated financial statements.


                               CADIZ INC.
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                               (UNAUDITED)


For the Nine Months Ended September 30,              2001      2000
                                                     ----      ----
                                                    ($ in thousands)
Cash flows from operating activities:
 Net loss                                     $  (16,904)  $  (15,466)
 Adjustments to reconcile
   net loss from operations
   to cash used for operating activities:
    Depreciation and amortization              	   9,230        8,768
    Gain on sale of assets                          (371)          (3)
    Removal of underperforming crops                 222            -
    Land received in litigation recovery          (2,000)           -
    Share of partnership operations                    -          (31)
    Stock earned for services                       (938)        (938)
    Deferred stock compensation                      418          141
    Non-recurring compensation expense             5,537            -
    Changes in operating assets
     and liabilities:
       Increase in accounts receivable            (6,518)       (6,133)
       (Increase) decrease in inventories         (1,460)        3,438
     (Increase) decrease in prepaid expenses
      and other                                     (135)          206
     Increase in accounts payable                  5,039         4,138
     Increase in accrued liabilities               2,774         2,052
     Increase in other liabilities                    10           156
                                               ---------     ---------
      Net cash used for
       operating activities                       (5,096)       (3,672)
                                               ---------     ---------

Cash flows from investing activities:
   Additions to property,
     plant and equipment                          (1,387)         (900)
 Additions to developing crops                    (2,448)       (3,066)
 Additions to water programs                      (1,020)       (1,248)
 Proceeds from disposal of property,
  plant and equipment                                398           436
 Decrease (increase) in other assets                 202          (371)
                                                --------     ---------

      Net cash used for
       investing activities                       (4,255)       (5,149)
                                                --------     ---------
Cash flows from financing activities:
 Net proceeds from issuance of stock               1,571           652
   Principal payments on long-term debt           (1,275)         (420)
 Net proceeds from short-term debt                 4,600         4,600
                                                --------     ---------

    Net cash provided by
     financing activities                          4,896         4,832
                                                --------     ---------

Net decrease in cash and cash equivalents         (4,455)       (3,989)

Cash and cash equivalents, beginning of period     4,768         4,537
                                                --------     ---------

Cash and cash equivalents, end of period      $      313    $      548
                                              ==========    ==========

    See accompanying notes to the consolidated financial statements.


                               CADIZ INC.

             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                               (UNAUDITED)


For the Nine Months Ended September 30, 2001

($ in thousands)

                                            Additional                Total
                          Common Stock       Paid-in  Accumulated  Stockholders'
                       Shares      Amount     Capital    Deficit      Equity
                       ------      ------     -------    -------   -----------
Balance as of
 December 31, 2000    35,674,674   $   357  $  142,706  $(109,340)   $  33,723

Exercise of
 stock options           325,637         3       1,568          -        1,571

Repricing of
 warrants to
 a lender                      -         -         584          -          584

Amortization of
 preferred stock
 warrants and
 imputed dividend              -         -        (220)         -         (220)

Payment of
 preferred stock
 dividends with
 common stock             24,984         -         245          -          245

Preferred stock
 dividend                      -         -        (338)         -         (338)

Non-recurring
 compensation                  -         -       5,537          -        5,537

Net loss                       -         -           -    (16,904)     (16,904)
                        --------     -----     -------   ---------    --------
Balance as of
 September 30, 2001   36,025,295    $  360  $  150,082  $(126,244)   $  24,198
                      ==========    ======  ==========  ==========   =========

    See accompanying notes to the consolidated financial statements.

                               CADIZ INC.

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The 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 December 31, 2000.  The
foregoing Consolidated Financial Statements include all adjustments,
consisting only of normal recurring adjustments, which the Company
considers necessary for a fair presentation.  Certain reclassifications
have been made to the prior period to conform to the current period
presentation.  The results of operations for the nine months ended
September 30, 2001 are not necessarily indicative of the results to be
expected for the full fiscal year.

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

NOTE 2 - INVENTORIES
--------------------

Inventories consist of the following (dollars in thousands):


                                        September 30,  December 31,
                                            2001          2000
                                            ----          ----

     Growing crops                        $  9,164   $  11,538
     Pepper seed                                98         257
     Harvested product                       3,844         528
     Materials and supplies                  2,865       2,880
                                           --------   --------

                                          $ 15,971   $  15,203
                                          ========   =========

NOTE 3 - DEBT
-------------

     SUN WORLD OBLIGATIONS

     In April 1997, Sun World issued $115 million of Series A First
Mortgage Notes through a private placement.  The notes have subsequently
been exchanged for Series B First Mortgage Notes, which are registered
under the Securities Act of 1933 and are publicly traded.  The First
Mortgage Notes are secured by a first lien (subject to certain permitted
liens) on substantially all of the assets of Sun World and its
subsidiaries other than growing crops, crop inventories and accounts
receivable and proceeds thereof, which secure the Revolving Credit
Facility. The First Mortgage Notes mature April 15, 2004, but are
redeemable at the option of Sun World, in whole or in part, at any time
on or after April 15, 2001.  The First Mortgage Notes include covenants
which restrict the Company's ability to receive distributions from Sun
World.

     The First Mortgage Notes are also secured by the guarantees of
Coachella Growers, Inc., Sun Desert, Inc., Sun World Brands, Sun World
Management Corporation, Sun World/Rayo, and Sun World International de
Mexico S.A. de C.V. (collectively, the "Sun World Subsidiary
Guarantors") and by the Company.  The Company also pledged all of the
stock of Sun World as collateral for its guarantee.  Sun World and the
Sun World Subsidiary Guarantors are all direct and indirect wholly owned
subsidiaries of the Company.  The guarantees by the Sun World Subsidiary
Guarantors are full, unconditional, and joint and several.  Sun World
and the Sun World Subsidiary Guarantors comprise all of the direct and
indirect subsidiaries of the Company other than inconsequential
subsidiaries.  Additionally, management believes that the direct and
indirect non-guarantor subsidiaries of Cadiz are inconsequential, both
individually and in the aggregate, to the financial statements of the
Company for all periods presented.

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     Condensed consolidating financial information as of and for the
three months and nine months ended September 30, 2001 and 2000 for the
Company is as follows (in thousands):


Consolidating
Statement
of Operations
Information
Three Months
Ended
September 30, 2001         Cadiz      Sun World  Eliminations  Consolidated
                           -----      ---------  -----------   ------------

Revenues                   $  471     $  48,687  $  (475)    $  48,683
                           ------     ---------  --------    ----------

Costs and expenses:
  Cost of sales                29        41,143     (100)       41,072
  General and
   administrative           1,292         2,264     (375)        3,181
  Removal of
   underperforming
   crops                      222             -        -           222
  Depreciation and
   amortization               284         4,095        -         4,379
                           ------     ---------  --------    ----------

  Total costs
   and expenses             1,827        47,502     (475)       48,854
                           ------     ---------  --------    ----------

Operating profit (loss)    (1,356)        1,185        -          (171)

Interest expense, net         859         3,889      161         4,909
                           ------     ---------  --------    ----------

Net loss                   (2,215)       (2,704)    (161)       (5,080)

Less: Preferred stock
      dividends               113             -        -           113

    Imputed dividend
     on preferred stock        74             -        -            74
                           ------     ---------  --------    ----------

Net loss applicable
  to common stock        $ (2,402)   $  (2,704)  $  (161)    $  (5,267)
                          =======     ========   =======      ========
Consolidating
Statement
of Operations
Information
Nine Months Ended
September 30, 2001       Cadiz    Sun World   Eliminations  Consolidated
                         -----    ---------   ------------  -----------

Revenues                 $  1,425    $ 76,425   $ (1,425)    $  76,425
Special litigation
  recovery          	    7,929           -          -         7,929
                           ------     -------    --------    ---------

  Total revenues and
   special litigation
   recovery                 9,354      76,425     (1,425)       84,354
                           ------    ---------  --------     ---------

Costs and expenses:
  Cost of sales                90      64,667       (300)       64,457
  General and
   administrative           4,075       6,775     (1,125)        9,725
  Non-recurring
   compensation
   expense                  2,584       2,953          -         5,537
  Removal of
   underperforming
   crops                      222           -          -           222
  Depreciation
   and amortization           857       6,086          -         6,943
                           ------     -------   --------     ---------

  Total costs
   and expenses             7,828      80,481     (1,425)       86,884
                           ------     -------   --------     ---------

Operating profit
  (loss)                    1,526      (4,056)         -        (2,530)

Interest
  expense, net              2,360      11,805        209        14,374
                           ------     -------   --------     ---------

Net loss                     (834)    (15,861)      (209)      (16,904)

Less: Preferred
  stock dividends             338           -          -           338

    Imputed
     dividend on
     preferred stock          220           -          -           220
                           ------     -------   --------     ---------

Net loss
 applicable to
 common stock            $ (1,392)  $ (15,861)  $   (209)    $ (17,462)
                         ========   =========   ========     =========


Consolidating Balance
Sheet Information
September 30, 2001         Cadiz     Sun World   Eliminations  Consolidated
                           -----     ---------   ------------  ------------

ASSETS

Current assets:
  Cash and
   cash equivalents        $      1    $     312    $     -    $     313
  Accounts receivable, net       97       14,305          -       14,402
  Due from affiliate          5,338            -     (5,338)           -
  Inventories                     -       16,173       (202)      15,971
  Prepaid expenses
   and other                    112          654          -          766
                            -------     --------    -------     --------

    Total current assets      5,548       31,444     (5,540)      31,452

Investment in subsidiary      4,184            -     (4,184)           -
Property, plant, equipment
  and water programs, net    41,095      124,850          -      165,945
Other assets                  4,253        7,086       (209)      11,130
                            -------     --------    -------     --------

                           $ 55,080    $ 163,380   $ (9,933)   $ 208,527
                           ========    =========   ========    =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable         $  1,294    $  13,122   $      -    $  14,416
  Accrued liabilities           446        8,241          -        8,687
  Due to affiliate                -        5,338     (5,338)           -
  Revolving credit facility       -        4,600          -        4,600
  Long-term debt,
   current portion           24,265          791          -       25,056
                            -------     --------    -------     --------

     Total current
       liabilities           26,005       32,092     (5,338)      52,759

Long-term debt                    -      121,212          -      121,212
Deferred income taxes             -        5,447          -        5,447
Other liabilities               297          444          -          741
Redeemable preferred stock    4,170            -          -        4,170

Stockholders' equity:
  Common stock                  360            -          -          360
  Additional paid-in
    capital                 150,082       38,278    (38,278)     150,082
  Accumulated deficit      (125,834)     (34,093)    33,683     (126,244)
                            -------     --------    -------     --------

  Total stockholders'
   equity                    24,608        4,185     (4,595)      24,198
                            -------     --------    -------     --------

                           $ 55,080   $  163,380  $  (9,933)  $  208,527
                           ========   ==========  =========   ==========

Consolidating
Statement of
Cash Flow Information
Nine Months Ended
September 30, 2001         Cadiz     Sun World  Eliminations  Consolidated
                           -----     ---------  ------------  ------------

Net cash provided by
 (used for) operating
  activities               $    891    $  (5,987)  $     -    $ (5,096)
                            -------    ---------   -------    --------

Cash flows from
 investing activities:
 Additions to property,
  plant and equipment           (58)      (1,329)        -      (1,387)
 Additions to
  developing crops              (85)      (2,363)        -      (2,448)
 Additions to
  water programs             (1,020)           -         -      (1,020)
 Proceeds from disposal
  of property,
  plant and equipment             1         397          -         398
 (Increase) decrease in
  other assets                 (307)        509          -         202
                            -------    ---------   -------    --------

Net cash used for
 investing activities        (1,469)     (2,786)         -      (4,255)
                            -------    ---------   -------    --------

Cash flows from
 financing activities:
 Net proceeds from
  issuance of stock           1,571           -          -       1,571
 Principal payments
  on long-term debt            (250)     (1,025)         -      (1,275)
 Borrowings from
  intercompany
  revolver, net              (3,841)      3,841          -           -
 Net proceeds from
  short-term borrowings           -       4,600          -       4,600
                            -------    ---------   -------    --------

Net cash (used for)
 provided by
 financing activities        (2,520)      7,416         -        4,896
                            -------    ---------   -------    --------

Net decrease in cash
 and cash equivalents        (3,098)     (1,357)        -       (4,455)

Cash and cash equivalents,
 beginning of period          3,099       1,669         -        4,768
                            -------    ---------   -------    --------

Cash and cash
  equivalents,
  end of period           $       1    $    312   $     -    $     313
                          =========    ========   =======    =========

Consolidating
Balance Sheet
Information
December 31, 2000              Cadiz       Sun World  Eliminations  Consolidated
                               -----       ---------   -----------   -----------

ASSETS

Current assets:
  Cash and cash equivalents     $    3,099   $   1,669  $    -   $   4,768
  Accounts receivable, net               7       7,879      (2)      7,884
  Inventories                            -      15,405    (202)     15,203
  Prepaid expenses and other           212         419       -         631
                                 ---------    --------  -------   --------

    Total current assets             3,318      25,372     (204)    28,486

Investment in subsidiary            17,093          -   (17,093)         -
Property, plant, equipment and
   water programs, net              38,842    125,982         -    164,824
Other assets                         4,199      7,585         -     11,784
                                 ---------    --------  -------   --------

                                $   63,452  $ 158,939 $ (17,297) $ 205,094
                                ==========  =========  ========   ========


LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable              $    1,209  $   8,170  $     (2) $   9,377
  Accrued liabilities                  349      5,466         -      5,815
  Due to affiliate                     202          -      (202)         -
  Long-term debt,
   current portion                       -        859         -        859
                                 ---------    --------  -------   --------

     Total current liabilities       1,760     14,495      (204)    16,051

Long-term debt                      23,912    121,698         -    145,610
Deferred income taxes                    -      5,447         -      5,447
Other liabilities                      107        206         -        313
Redeemable preferred stock           3,950          -         -      3,950

Stockholders' equity:
  Common stock                         357          -         -        357
  Additional paid-in capital       142,706     35,325   (35,325)   142,706
  Accumulated deficit             (109,340)   (18,232)   18,232   (109,340)
                                 ---------    --------  -------   --------

     Total stockholders'
       equity                       33,723     17,093   (17,093)    33,723
                                 ---------    --------  -------   --------

                                $   63,452  $ 158,939  $(17,297) $ 205,094
                                ==========  =========  ========= =========

Consolidating
Statement
of Operations
Information
Three Months Ended
September 30, 2000            Cadiz       Sun World  Eliminations  Consolidated
                              -----       ---------  ------------   -----------


Revenues                       $    478    $  55,373  $    (475)   $  55,376
                               ---------   ---------  ---------     --------

Costs and expenses:
  Cost of sales                       -       43,423        (56)      43,367
  General and administrative      1,197        2,161       (375)       2,983
  Special litigation                 84            -          -           84
  Depreciation and amortization     286        4,063          -        4,349
                               ---------   ---------  ---------     --------

  Total costs and expenses        1,567       49,647       (431)      50,783
                               ---------   ---------  ---------     --------

Operating income (loss)          (1,089)       5,726        (44)       4,593
Interest expense, net             1,077        3,858          -        4,935
                               ---------   ---------  ---------     --------

Net income (loss)            $   (2,166)  $    1,868   $    (44)   $    (342)
                              =========   ==========   ========     ========

Consolidating
Statement
of Operations
Information
Nine months Ended
September 30, 2000             Cadiz     Sun World   Eliminations  Consolidated
                               -----     ---------   ------------  ------------

Revenues                     $    1,441   $   90,224   $ (1,425)   $  90,240
                               ---------   ---------  ---------     --------
Costs and expenses:
  Cost of sales                       -       75,261       (197)      75,064
  General and administrative      3,323        6,868     (1,125)       9,066
  Special litigation                360            -          -          360
  Depreciation and
   amortization                     877        5,938          -        6,815
                               ---------   ---------  ---------     --------

  Total costs and expenses        4,560       88,067     (1,322)      91,305
                               ---------   ---------  ---------     --------

Operating income (loss)          (3,119)       2,157       (103)      (1,065)

Interest expense, net              2,923      11,478          -       14,401
                               ---------   ---------  ---------     --------

Net loss                       $  (6,042)  $  (9,321)  $   (103)   $ (15,466)
                                ========   =========   ========    =========

Consolidating
Statement of
Cash Flow Information
Nine Months Ended
September 30, 2000             Cadiz     Sun World   Eliminations  Consolidated
                               -----     ---------   ------------  ------------
Net cash used for
 operating  activities        $   (3,234)  $    (438)  $      -    $  (3,672)
                               ---------   ---------  ---------     --------

Cash flows from
 investing activities:
 Additions to property,
  plant and equipment               (283)       (617)         -         (900)
 Additions to developing
  crops                                -      (3,066)         -       (3,066)
 Additions to water
  programs                        (1,248)          -          -       (1,248)
 Proceeds from disposal
  of property,
  plant and equipment                  1         435          -          436
 Increase in other assets            (13)       (358)         -         (371)
                               ---------   ---------  ---------     --------

Net cash used for
 investing activities             (1,543)     (3,606)         -       (5,149)
                               ---------   ---------  ---------     --------

Cash flows from
 financing activities:
 Net proceeds from
  issuance of stock                  652           -          -          652
 Principal payments
  on long-term debt                  (20)       (400)         -         (420)
 Net proceeds from
  short-term debt                      -       4,600          -        4,600
                               ---------   ---------  ---------     --------

Net cash provided by
 financing activities                632       4,200          -        4,832
                               ---------   ---------  ---------     --------

Net (decrease) increase
 in cash and cash
 equivalents                      (4,145)       156          -        (3,989)

Cash and cash
 equivalents,
 beginning of period               4,145        392          -         4,537
                               ---------   ---------  ---------     --------

Cash and cash equivalents,
 end of period                 $       -   $    548   $      -     $     548
                               =========   ========   ========     =========


NOTE 4 - NON-RECURRING COMPENSATION EXPENSE
-------------------------------------------

     In March 2001, the Company agreed to issue 564,163 deferred stock
units to certain senior managers of Cadiz and Sun World.  These deferred
stock units were issued in exchange for the cancellation of 1,055,000
fully vested options to purchase the Company's common stock held by the
senior managers. The number of the deferred stock units issued was
calculated based on the average closing price for the 10 business days
following the filing of the Company's Annual Report on Form 10-K on
March 29, 2001.  Each deferred stock unit is exchangeable for one share
of the Company's common stock at the end of the deferral period elected
by the holder.  The Company recorded a one-time charge of $5,537,000 and
no cash was expended in connection with the issuance of the deferred
stock units.


NOTE 5 - SPECIAL LITIGATION RECOVERY
-----------------------------------

     The Company was engaged in lawsuits against Waste Management
seeking monetary damages arising from activities adverse to the Company
in connection with a landfill, which until its defeat by the voters of
San Bernardino County in 1996 was proposed to be located adjacent to the
Company's Cadiz/Fenner Valley properties.  In March 2001, the Company
and Waste Management executed a settlement agreement related to these
lawsuits.  Pursuant to the settlement agreement, Waste Management paid
the Company $6.0 million in cash and granted to the Company an exclusive
option to receive, at no cost to the Company, up to approximately 7,000
acres of real property in eastern San Bernardino County primarily
adjacent to the Cadiz Program property.  In April 2001, the Company
exercised the option and, as a consequence, has acquired the subject
property.  The settlement resulted in net revenues recognized of $7.9
million.

NOTE 6 - NET LOSS PER COMMON SHARE
----------------------------------

     Basic Earnings Per Share (EPS) is computed by dividing the net
loss, after deduction for preferred dividends either accrued or imputed,
if any by the weighted-average common shares outstanding.  Options,
deferred stock units, warrants and preferred stock that are convertible
into shares of the Company's common stock were not considered in the
computation of diluted EPS because their inclusion would have been
antidilutive.  Had these instruments been included, the fully diluted
weighted average shares outstanding would have increased by
approximately 2.2 million shares for the nine months ended September 30,
2001

                      SUN WORLD INTERNATIONAL, INC.
               (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

            CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                              Three Months Ended
                                                 September 30,
($ in thousands)                                2001       2000
                                                ----      ----

Revenues                                   $  48,687   $  55,373
                                             -------   ---------

Costs and expenses:
 Cost of sales                                 41,143     43,423
 General and administrative                     2,264      2,161
 Depreciation and amortization                  4,095      4,063
                                             -------   ---------

   Total costs and expenses                    47,502     49,647
                                             -------   ---------

Operating profit                                1,185      5,726

Interest expense, net                           3,889      3,858
                                             -------   ---------

Net income (loss)                           $  (2,704)  $  1,868
                                            =========   ========

    See accompanying notes to the consolidated financial statements.

                       SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                               Nine Months Ended
                                                 September 30,
($ in thousands)                                2001       2000
                                                ----       ----



Revenues                                    $  76,425    $ 90,224
                                             --------    --------

Costs and expenses:
 Cost of sales                                 64,667      75,261
 General and administrative                     6,775       6,868
 Non-recurring compensation expense             2,953           -
 Depreciation and amortization                  6,086       5,938
                                             --------    --------

   Total costs and expenses                    80,481      88,067
                                             --------    --------

Operating profit                               (4,056)      2,157

Interest expense, net                          11,805      11,478
                                             --------    --------

Net loss                                    $ (15,861)  $  (9,321)
                                             ========   =========


    See accompanying notes to the consolidated financial statements.


                        SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

                      CONSOLIDATED BALANCE SHEET



                                            (Unaudited)
                                            September 30,  December 31,
 ($ in thousands)                                2001        2000
                                                 ----        ----

ASSETS

Current assets:
 Cash and cash equivalents                    $     312    $   1,669
 Accounts receivable, net                        14,305        7,879
 Inventories                                     16,173       15,405
 Prepaid expenses and other                         654          419
                                               --------    ---------

    Total current assets                         31,444       25,372

Property,  plant,  equipment,
 and  water  programs,  net                     124,850      125,982

Other assets                                      7,086        7,585
                                               --------    ---------

 Total assets                                 $ 163,380   $  158,939
                                              =========   ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
 Accounts payable                             $   13,122  $    8,170
 Accrued liabilities                               8,241       5,466
 Due to parent                                     5,338           -
 Revolving credit facility                         4,600           -
 Long-term debt, current portion                     791         859
                                               ---------    ---------

     Total current liabilities                    32,092      14,495

Long-term debt                                   121,212     121,698

Deferred income taxes                              5,447       5,447

Other liabilities                                    444         206

Commitments and contingencies

Stockholder's equity:
 Common stock, $.01 par value,
 300,000 shares authorized;
  42,000 shares issued and outstanding                 -           -
 Additional paid-in capital                       38,278      35,325
 Accumulated deficit                             (34,093)    (18,232)
                                               ---------    ---------

  Total stockholder's equity                       4,185      17,093
                                               ---------    --------

 Total liabilities and stockholder's equity   $  163,380  $  158,939
                                               =========   =========


     See accompanying notes to the consolidated financial statements.


                          SUN WORLD INTERNATIONAL, INC.
                    (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

                 CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


                                                Nine Months Ended
                                                   September 30,
($ in thousands)                                 2001        2000
                                                 ----        ----

Cash flows from operating activities:
Net loss                                      $  (15,861)  $  (9,321)
Adjustments to reconcile net loss to net
cash used for operating activities:
  Depreciation and amortization                    6,899       6,510
  Gain on disposal of assets                        (376)         (3)
Share of partnership operations                        -         (31)
  Stock earned for services                         (938)       (938)
  Deferred stock compensation                        222          81
  Non-recurring compensation expense               2,953           -
  Changes in operating assets and liabilities:
   Increase in accounts receivable                (6,426)     (6,089)
   (Increase) decrease in inventories             (1,460)      3,328
   (Increase) decrease in prepaid
     expenses and other                             (235)         90
   Increase in accounts payable                    4,952       3,874
   Increase in accrued liabilities                 2,770       2,645
   Increase (decrease)in
    due to parent                                  1,497        (742)
  Increase in other liabilities                       16         158
                                                --------   ---------

  Net cash used for operating activities          (5,987)       (438)
                                                --------   ---------
Cash flows from investing activities:
Additions to property, plant, equipment,
  and water programs                              (1,329)       (617)
Additions to developing crops                     (2,363)     (3,066)
Proceeds from disposal of property,
plant and equipment                                  397         435
Decrease (increase) in other assets                  509        (358)
                                                --------   ---------

  Net cash used for investing activities          (2,786)     (3,606)
                                                --------   ---------
Cash flows from financing activities:
 Principal payments on long-term debt             (1,025)       (400)
 Borrowings from intercompany revolver, net        3,841           -
 Proceeds from short-term borrowings               4,600       4,600
                                                --------   ---------

  Net cash provided by financing activities        7,416       4,200
                                                --------   ---------

Net (decrease) increase in cash and
 cash equivalents                                 (1,357)        156

Cash and cash equivalents at
 beginning of period                               1,669         392
                                                --------   ---------

Cash and cash equivalents
 at end of period                              $     312    $    548
                                               =========    ========


    See accompanying notes to the consolidated financial statements.


                        SUN WORLD INTERNATIONAL, INC.
                   (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

             CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (UNAUDITED)


For the Nine Months Ended September 30, 2001

($ in thousands)


                                          Additional                Total
                           Common Stock    Paid-in  Accumulated  Stockholder's
                         Shares    Amount  Capital   Deficit      Equity
                         ------    -----   -------  --------   --------------
Balance as of
 December 31, 2000       42,000   $   -   $ 35,325 $ (18,232)  $  17,093

Non-recurring
 compensation                 -       -      2,953         -       2,953

Net loss                      -       -          -   (15,861)    (15,861)
                       --------  ------  ---------  --------   ---------
Balance as of
 September 30, 2001      42,000  $    -   $ 38,278 $ (34,093)   $  4,185
                       ========  ======   ========  ========     =======


       See accompanying notes to the consolidated financial statements.

                            SUN WORLD INTERNATIONAL, INC.
                      (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The Consolidated Financial Statements have been prepared by Sun
World International, Inc. and its subsidiaries ("Sun World") without
audit and should be read in conjunction with the Sun World Consolidated
Financial Statements and notes thereto included in the Cadiz Inc. Form
10-K for the year ended December 31, 2000.  The foregoing Consolidated
Financial Statements include all adjustments, consisting only of normal
recurring adjustments, which Sun World considers necessary for a fair
presentation.  Certain reclassifications have been made to the prior
period to conform to the current period presentation.  The results of
operations for the nine months ended September 30, 2001 are not
necessarily indicative of the results to be expected for the full fiscal
year.

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


NOTE 2 - INVENTORIES
---------------------

     Inventories consist of the following (dollars in thousands):

                                        September 30,  December 31,
                                             2001        2000
                                             ----        ----

     Growing crops                       $   9,366   $  11,740
     Pepper seed                                98         257
     Harvested product                       3,844         528
     Materials and supplies                  2,865       2,880
                                           -------    --------

                                         $  16,173   $  15,405
                                         =========   =========


NOTE 3 - NON-RECURRING COMPENSATION EXPENSE
------------------------------------------

     In March 2001, Cadiz agreed to issue 300,860 deferred stock units
to certain senior managers of Sun World.  These deferred stock units
were issued in exchange for the cancellation of 565,000 fully vested
options to purchase Cadiz common stock held by the senior managers. The
number of the deferred stock units issued was calculated based on the
average closing price for the 10 business days following the filing of
the Cadiz Inc. Annual Report on Form 10-K on March 29, 2001.  Each
deferred stock unit is exchangeable for one share of Cadiz common stock
at the end of the deferral period elected by the holder.  Sun World
recorded a one-time charge and a contribution to capital by Cadiz of
$2,953,000 in connection with the issuance of the deferred stock units.
No cash was expended in connection with the issuance of  the deferred
stock units.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	   AND RESULTS OF OPERATIONS (UNAUDITED)

RESULTS OF OPERATIONS

     The financial statements set forth herein as of and for the nine
months ended September 30, 2001 and 2000 reflect the results of
operations for the Company and its wholly-owned subsidiary, Sun World.

     A summary of the Sun World elements which management of the Company
believes is essential to an analysis of the results of operations for
such periods is presented below.  For purposes of this summary, the term
Sun World will be used, when the context so requires, with respect to
the operations and activities of the Company's Sun World subsidiary, and
the term Cadiz will be used, when the context so requires, with respect
to those operations and activities of the Company not involving Sun
World.

     The Company's net income or loss in future fiscal periods will be
largely reflective of (a) the operations of the Company's water
development activities including the Cadiz Groundwater Storage and Dry-
Year Supply Program (the "Cadiz Program") and (b) the operations of Sun
World.  Sun World conducts its operations through four operating
divisions: farming, packing, marketing and proprietary product
development.  Net income from farming operations varies from year to
year primarily due to yield and pricing fluctuations, which can be
significantly influenced by weather conditions, and are, therefore,
generally subject to greater annual variation than Sun World's other
divisions.  However, the geographic distribution of Sun World's farming
operations and the diversity of its crop mix makes it unlikely that
adverse weather conditions would affect all of Sun World's properties or
all of its crops in any single year. Packing and marketing revenues from
third party growers currently represent less than 10% of total annual
Company revenues.  Nevertheless, net profit from Sun World's packing,
marketing and proprietary product development operations tends to be
more consistent from year to year than net profit from Sun World's
farming operations.  Sun World has entered into agreements
internationally to license selected proprietary fruit varieties and
continues to pursue additional domestic and international licensing
opportunities. License revenues also currently represent less than 10%
of total annual Company revenues.

     The following discussion contains trend analysis and other forward-
looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended.  Actual results could differ materially from those
projected in the forward-looking statements throughout this document.
Specific factors that may cause such a difference include, but are not
limited to, price and yield fluctuations in the agricultural operations,
seasonality, timing and terms of various approvals required to complete
the Cadiz Program.  See additional discussions under the heading
"Certain Trends and Uncertainties" in Item 7 of the Company's latest
Form 10-K.

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30,2000

     The Company's agricultural operations are impacted by the general
seasonal trends that are characteristic of the agricultural industry.
Sun World has historically received the majority of its net income
during the months of June to October following the harvest and sale of
its table grape and stonefruit crops.  Due to this concentrated
activity, Sun World has historically incurred  losses with respect to
its agricultural operations during the other months of the year.

     The table below sets forth, for the periods indicated, the results
of operations for the Company's four main operating divisions (before
elimination of any interdivisional charges) as well as the categories of
costs and expenses incurred by the Company which are not included within
the divisional results ($ in thousands):

                                           Three Months Ended
                                              September 30,
                                              ----------
                                            2001      2000
                                            ----      ----
     Divisional net income (loss):
          Farming                         $  (2,378) $  2,585
          Packing                             5,805     4,803
          Marketing                           2,374     2,315
          Proprietary product development     1,246     1,921
                                           --------   -------

                                              7,047    11,624

          General and administrative          2,617     2,598
          Special litigation                      -        84
          Removal of underperforming crops      222         -
          Depreciation and amortization       4,379     4,349
          Interest expense                    4,909     4,935
                                            -------   -------

          Net loss                        $  (5,080) $   (342)
                                          =========  ========

     FARMING OPERATIONS. Net loss from farming operations totaled ($2.4)
million for the three months ended September 30, 2001 compared to a net
income of $2.6 million for the three months ended September 30, 2000.
Farming results during the third quarter of 2001 and 2000 were derived
primarily from the harvest of table grapes and stonefruit from the San
Joaquin Valley operations and table grapes from the Coachella Valley
operations. During the quarter ended September 30, 2001, the increase in
farming income resulted primarily from increased profits of $0.6 million
for Coachella Valley table grapes due to an 11% increase in F.O.B.
prices. Cooler spring temperatures caused the harvests to be delayed by
approximately two weeks which reduced June production industry wide and
resulted in improved pricing.  Additionally, results from watermelons
were $1.2 million favorable to prior year due to higher F.O.B. prices
and the elimination of certain mid season acreage which historically has
not been profitable.  Farming results were negatively impacted by
reduced pepper profits resulting from lower F.O.B. prices due to an over
supply in the industry.  Overall, farming results were negatively
impacted primarily due to a two-week weather-related delay in the table
grape harvests in Coachella and Mexico which caused an overlap with the
early table grape harvests in the San Joaquin valley. This overlap
created downward pressure on F.O.B. prices.  Average F.O.B. prices for
table grapes for the quarter were 4% lower than in the prior year.
Additionally, the Company experienced lower table grape yields as the
Company sold 2.6 million boxes during the 2001 quarter compared to 2.8
million boxes in 2000.  Results were also negatively impacted by lower
plum yields coupled with smaller sized fruit resulting from adverse
weather. The Company sold 0.5 million boxes of plums during the third
quarter compared to 0.7 million in 2000 with average F.O.B. prices
decreasing by 13% compared to 2000.  The Company also experienced a 9%
reduction in F.O.B. prices for peppers and a 35% reduction in F.O.B.
prices for wine grapes. Results were favorably impacted by the continued
strong performance of Sun  World's proprietary Midnight Beautyr table
grape coupled with the removal of certain underperforming crops at the
conclusion of the 2000 season.  The Company continues to achieve a price
premium for its proprietary table grape and stonefruit products compared
to competing commercially available varieties.  Revenues from farming
operations totaled $39.3 million for the 2001 quarter compared to $46.7
million for the 2000 quarter.  Farming expenses totaled $41.7 million in
the 2001 quarter compared to $44.1 million in the 2000 quarter.

     PACKING OPERATIONS. Sun World's packing and handling facilities
contributed revenues of $10.3 million offset by $4.5 million of expenses
for net income of $5.8 million for the quarter ended September 30, 2001
compared to revenues of $9.9 million, expenses of $5.1 million, and net
income of $4.8 million for the quarter ended September 30, 2000. The
increase in profits was primarily due to a price increase in storage and
handling revenues for table grapes, stonefruit and peppers that was
implemented in 2001 to offset increased energy and labor costs.  Units
packed during the quarter totaled 0.9 million in 2001 compared to 1.2
million in 2000.  The decrease in units packed during the quarter was
primarily due to 100,000 fewer units of plumsSun World  resulting from
heat and hail damage resulting in lower packout of boxes per bin
harvested and smaller sized fruit.at the end of last year and the
Company's decision to field pack Coachella watermelons in 2001 to reduce
costs  Units handled for the third quarter totaled 4.3 million for 2001
compared to 4.4 million for 2000.  Most of the shortfall in units packed
described above was offset by additional organic table grape units
obtained through a new handling and marketing agreement with a third
party grower entered into for the 2001 growing season.  The increase in
storage and handling revenue partially, offset by the effect of a
reduction in units packed and handled, resulted in an increase in third
quarter revenues and profits compared to the prior year.

     MARKETING OPERATIONS. Marketing revenues of $3.6 million were
offset by marketing expenses of $1.2 million resulting in net income of
$2.4 million for the third quarter of 2001.  Marketing revenues of $3.9
million were offset by marketing expenses of $1.6 million for net income
of $2.3 million for the third quarter of 2000. The decrease in marketing
revenues  was due primarily to lower F.O.B. prices on table grapes,
stonefruit, and peppers coupled with reduced table grape and plum units
described above.  This revenue decrease was offset by reduced
advertising and promotional expenses for the 2001 quarter compared to
the 2000 quarter.  partially offset by a 10% increase in average
marketing commissions per unit primarily resulting from higher F.O.B.
prices for southern table grapes and watermelons.  During the three
months ended September 30, 2001, Sun World sold 5.0 million units,
consisting primarily of Sun World-grown table grapes, peppers and
stonefruit as well as table grapes, citrus  and watermelons from
domestic third party growers compared to 5.5 million units sold during
the three months ended September 30, 2000.

     PROPRIETARY PRODUCT DEVELOPMENT.  Sun World has a long history of
product innovation, and its research and development center maintains a
fruit breeding program that has introduced dozens of proprietary fruit
varieties.  Additionally, Sun World continues to expand its licensing
program with key strategic partners worldwide to introduce, trial and
produce Sun World's proprietary varieties, which provides Sun World with
a long-term annual revenue stream based upon a royalty fee for each box
of proprietary fruit sold during the life of the tree or vine.  During
the three months ended September 30, 2001, net income from proprietary
product development was $1.2 million consisting of revenues of $1.8
million offset by expenses of $0.6 million.  For the three months ended
September 30, 2000, net income was $1.9 million consisting of revenues
of $2.3 million offset by expenses of $0.4 million. The decrease in
proprietary product development net income is primarily due to a $0.2
million decrease in intercompany royalties due to lower yields and
F.O.B. prices, a $0.2 million decrease in international royalties due to
timing, and a $0.2 million increase in expenses due to additional costs
associated with the expansion of Sun World's licensing distribution
structure.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses during the three months ended September 30, 2001 and 2000
totaled $2.6 million.

     REMOVAL OF UNDERPERFORMING CROPS.  In September 2001, management
decided to remove approximately 40 acres of citrus at the Cadiz ranch
that had historically incurred losses.   The Company recorded a charge
of $0.2 million in connection with the removal of these crops.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization
expense for each of the three months ended September 30, 2001 and 2000
totaled $4.4 million.

     INTEREST EXPENSE, NET.  Net interest expense totaled $4.9 million
during each of the three months ended September 30, 2001 and 2000.  The
following table summarizes the components of net interest expense for
the two periods (in thousands):

                                                Three Months Ended
                                                    September 30
                                                   2001      2000
                                                   ----      ----

    Interest on outstanding debt - Sun World   $  3,714  $  3,692
    Interest on outstanding debt - Cadiz            309       580
    Amortization of financing costs                 902       688
    Interest income                                 (16)      (25)
                                                -------   -------

                                               $  4,909  $  4,935
                                               ========  ========

     Interest expense remained consistent with 2000 due to (a) increased
average borrowings under Sun World's revolving credit agreement; and (b)
increased interest and financing costs related to debt added in December
2000; offset by (c) the savings from lower Prime and LIBOR  in interest
rates on the Company's variable rate debt coupled with reduced
borrowings by Sun World on the revolving line of credit.  Financing
costs, which include legal fees and warrants, are amortized over the
life of the debt agreements.

NINE  MONTHS  ENDED  SEPTEMBER 30, 2001 COMPARED TO  NINE  MONTHS  ENDED
SEPTEMBER 30, 2000

     The table below sets forth, for the periods indicated, the results
of operations for the Company's four main operating divisions (before
elimination of any interdivisional charges) as well as the categories of
costs and expenses incurred by the Company which are not included within
the divisional results (in thousands):

                                              Nine Months Ended
                                                September 30
                                                ------------
                                               2001      2000
                                               ----      ----
     Divisional net income (loss):
      Farming                              $  (1,832)  $     901
      Packing                                  7,267       6,568
      Marketing                                2,760       3,561
      Proprietary product development          2,199       2,904
                                           ---------   ---------

                                              10,394      13,934

     General and administrative                8,151       7,824
     Special litigation                       (7,929)        360
     Non-recurring compensation expense        5,537           -
     Removal of underperforming crops            222           -
     Depreciation and amortization             6,943       6,815
     Interest expense, net                    14,374      14,401
                                           ---------   ---------

      Net loss                             $ (16,904) $  (15,466)
                                           =========   =========

     FARMING OPERATIONS.  Net loss from farming operations totaled $1.8
million for the nine months ended September 30, 2001 compared to a net
income of $0.9 million for the nine months ended September 30, 2000.
Farming revenues were $60.6 million and farming expenses were $62.4
million for the nine months ended September 30, 2001 compared to farming
revenues of $73.9 million and farming expenses of $73.0 million for
2000. Farming results were negatively impacted by the table grape
harvest in Coachella and Mexico starting two weeks late, which created
an overlap with the early table grape harvests in the San Joaquin
valley. This overlap created downward pressure on F.O.B. prices.  Year-
to-date average F.O.B. prices for table grapes were 2% lower than the
prior year.  Additionally, the Company experienced lower table grape
yields as it sold 3.3 million boxes for the nine months ended September
30, 2001 compared to 3.7 million boxes during the same period in 2000.
Results were also negatively affected by lower plum yields coupled with
lower F.O.B. prices.  Adverse weather conditions resulted in lower
yields and smaller sized fruit.  Plum units sold were 29% lower in 2001
than in 2000 and average F.O.B. prices were 16% lower than 2000. The
Company also experienced a 19% reduction in F.O.B. prices for peppers
and a 35% reduction for wine grapes.  Results were favorably impacted by
the continued strong performance of Sun World's proprietary Midnight
Beautyr table grape as production increased and F.O.B. prices remained
strong coupled with the removal of certain underperforming crops at the
conclusion of the 2000 season. The Company continues to achieve a price
premium for its proprietary table grape and stonefruit products compared
to competing commercially available varieties.

     PACKING OPERATIONS.  Sun World's packing and handling facilities
contributed $7.3 million in profit during the nine months ended
September 30, 2001 and $6.6 million during the nine months ended
September 30, 2000. Packing and handling revenue for these operations of
$17.4 million was offset by $10.1 million of expenses for the nine
months ended September 30, 2001.  Revenues totaled $18.5 million offset
by expenses of $11.9 million for the nine months ended September 30,
2000.  Sun World packed 2.2 million units during the nine months ended
September 30, 2001 compared to 2.9 million units during the same period
in 2000.  For the nine months ended September 30, 2001, Sun World
handled 6.7 million units compared to 7.5 million units in 2000. The
decrease in units packed and handled is due primarily to lower table
grape and plum yields as well as fewer units of third party citrus
partially offset by increased units of third party table grapes. The
increase in profits is due to increased profits per unit resulting from
a price increase in storage and handling revenues for table grapes,
stonefruit and peppers that was implemented in 2001 to offset increased
energy and labor costs.  conditions and decreased Sun World-grown
stonefruit and watermelon due to the elimination of certain unprofitable
programs at the end of the 2000 season. Units packed and handled during
the nine months ended September 30, 2001 consisted of Sun World-grown
table grapes, peppers and seedless watermelons in the Coachella Valley;
table grapes and citrus products packed for third party growers; and
table grapes, stonefruit, citrus, and peppers from the San Joaquin
Valley.

     MARKETING OPERATIONS.  During the nine months ended September 30,
2001, a total of 8.0 million units were sold consisting primarily of Sun
World-grown table grapes, peppers and watermelons from the Coachella
Valley; table grapes and citrus from domestic third party growers; and
Sun World-grown table grapes, stonefruit, citrus, and peppers from the
San Joaquin Valley.   These unit sales resulted in marketing revenue of
$6.0 million.  Marketing expenses totaled $3.2 million for the nine
months ended September 30, 2001 resulting in net income from marketing
operations of $2.8 million.  During the nine months ended September 30,
2000, 9.9 million units were marketed resulting in revenues of $7.3
million offset by expenses of $3.7 million for net income of $3.6
million.  The decrease in revenues, marketing profits and units sold is
primarily due to lower F.O.B. prices for table grapes, plums and
peppers, decreased units of Sun World-grown table grapes and plums, and
the elimination of certain under performing stonefruit and row crops at
the end of the 2000 seasonfrom production in 2001. and a decrease in
third party citrus The decrease in commission revenue is partially
offset by a 3% increase in average commission per unit resulting from
higher F.O.B prices compared to 2000.

     PROPRIETARY PRODUCT DEVELOPMENT.  Sun World has a long history of
product innovation, and its research and development center maintains a
fruit breeding program that has introduced dozens of proprietary fruit
varieties.  Additionally, Sun World continues to expand its licensing
program with key strategic partners worldwide to introduce, trial and
produce Sun World's proprietary varieties, which provides Sun World with
a long-term annual revenue stream based upon a royalty fee for each box
of proprietary fruit sold during the life of the tree or vine.  During
the nine months ended September 30, 2001, net income from proprietary
product development was $2.2 million consisting of revenues of $3.8
million offset by expenses of $1.6 million.  For the nine months ended
September 30, 2000, net income was $2.9 million consisting of revenues
of $4.1 million offset by expenses of $1.2 million.  The decrease in
proprietary product development net income is primarily due to a $0.3
million decrease in intercompany royalties due to lighter yields and a
$0.4 million increase due to additional costs associated with the
expansion of Sun World's licensing distribution structure.   During the
nine months ended September 30, 2001, Sun World expanded its acreage
under license with its strategic partners by 15% to over 7,000 acres.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative
expenses for the nine months ended September 30, 2001 totaled $8.2
million compared to $7.8 million for the 2000 period.  The increase is
primarily due to incentive bonuses for senior executives approved in
February 2001.

     SPECIAL LITIGATION.  The Company was engaged in lawsuits against
Waste Management seeking monetary damages arising from activities
adverse to the Company in connection with a landfill, which until its
defeat by the voters of San Bernardino County in 1996, was proposed to
be located adjacent to the Company's Cadiz/Fenner Valley properties. In
March 2001, the Company and Waste Management executed a settlement
agreement related to these lawsuits.   Pursuant to the settlement
agreement, Waste Management paid the Company $6 million in cash and
granted to the Company an exclusive option to receive, at no cost to the
Company, up to approximately 7,000 acres of real property in eastern San
Bernardino County primarily adjacent to the Cadiz Program property. In
April 2001, the Company exercised the option and as a consequence has
acquired the subject property.  The settlement resulted in net revenues
recognized of $7.9 million for the nine months ended September 30, 2001.
During the nine months ended September 30, 2000, expenses including
litigation costs and professional fees totaled $0.4 million.

     NON-RECURRING COMPENSATION.  In March 2001, the Company agreed to
issue 564,163 deferred stock units to certain senior managers of Cadiz
and Sun World.  These deferred stock units were issued in exchange for
the cancellation of 1,055,000 fully vested options to purchase the
Company's common stock held by the senior managers. The number of the
deferred stock units issued was calculated based on the average closing
price for the 10 business days following the filing of the Company's
Annual Report on Form 10-K on March 29, 2001. The Company recorded a one-
time charge of $5,537,000 and no cash was expended in connection with
the issuance of the deferred stock units.

     REMOVAL OF UNDERPERFORMING CROPS.  In September 2001, management
decided to remove approximately 40 acres of citrus at the Cadiz ranch
that had historically incurred losses.   The Company recorded a charge
of $0.2 million in connection with the removal of these crops.

     DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and
amortization expense for the nine months ended September 30, 2001
totaled $6.9 million compared to $6.8 million during the same period in
2000.

     INTEREST EXPENSE, NET.  Net interest expense totaled $14.4 million
during each of the nine months ended September 30, 2001 and 2000.  The
following table summarizes the components of net interest expense for
the two periods (in thousands):

                                                   Nine Months Ended
                                                      September 30
                                                      -----------
                                                    2001      2000
                                                    ----      ----

     Interest on outstanding debt - Sun World    $  11,086  $ 11,075
     Interest on outstanding debt - Cadiz            1,109     1,560
     Amortization of financing costs                 2,287     1,951
     Interest income                                  (108)     (185)
                                                 ---------   -------

                                                 $  14,374  $ 14,401
                                                 =========  ========

     Interest expense remained consistent with 2000 due to (a) increased
average borrowings under Sun World's revolving credit agreement; and (b)
increased interest and financing costs related to debt added in December
2000; offset by (c) the savings from lower Prime and LIBOR interest
rates on the Company's variable rate debt.  Financing costs, which
include legal fees and warrants, are amortized over the life of the debt
agreements.

LIQUIDITY AND CAPITAL RESOURCES

CURRENT FINANCING ARRANGEMENTS
------------------------------

CADIZ OBLIGATIONS

     As Cadiz has not received significant revenues from its water
resource activity to date, Cadiz has been required to obtain financing
to bridge the gap between the time water resource development expenses
are incurred and the time that revenue will commence.  Historically,
Cadiz has addressed these needs primarily through secured debt financing
arrangements with its lenders, private equity placements and the
exercise of outstanding stock options.

     As of September 30, 2001, Cadiz was obligated for approximately
$10.1 million under a senior term loan facility and $15 million under a
$15 million revolving credit facility (the "Cadiz Revolver") with the
same lender. In December 2000, the Company completed an extension of
both facilities to a maturity date of January 31, 2002. Currently, the
lender holds a senior deed of trust on substantially all of Cadiz' non-
Sun World related property under the term loan facility and a second
lien on substantially all of the non-Sun World assets of the Company
under the Cadiz Revolver.  The Company and the lender have historically
structured their financing arrangement with a view toward effective
implementation of the Cadiz Program.  While the Company currently
anticipates repayment of these facilities with monies to be received
under the Cadiz Program, the Company may, if it deems appropriate,
replace or renegotiate the terms of these facilities to accommodate
other developments such as delays in the timetable for  regulatory
approvals of the Cadiz Program.  The Company retains the right to
maintain $25.5 million of senior debt secured by the Cadiz Program area
lands pursuant to the definitive economic terms for the Cadiz Program
agreed with Metropolitan Water District of Southern California
("Metropolitan"), as described under "Outlook" below.

     In October 2001, the Company issued $3.75 million of Series E-1
Convertible Preferred Stock ("Series E-1 Preferred"). The Series E-1
Preferred is convertible into 500,000 shares of the Company's common
stock any time prior to July 2004 at the election of the holder. The
Company also has the right to convert the Series E-1 Preferred, but only
when the closing price of the Company's common stock has exceeded $10.50
per share for 30 consecutive trading days. The Series E-1 Stock will be
redeemed in July 2004 if still outstanding.  The Company has agreed to
issue an additional $3.75 million Series E-2 Convertible Preferred Stock
("Series E-2 Preferred") by the end of November 2001, subject to
standard closing conditions.  The Series E-2 Preferred will have the
same basic terms and conditions as the Series E-1 Preferred, although
the number of shares of common stock issuable upon conversion will not
be definitively established until the time of issuance.

     As the Company continues to actively pursue its business strategy,
additional financing specifically in connection with the Company's water
programs will be required.  Responsibility for funding the design,
construction and program implementation costs of the capital facilities
for the Cadiz Program will, under currently developed principles and
terms, be shared equally by the Company and Metropolitan.  The Company
is analyzing various alternatives for funding its share of the estimated
$125 million to $150 million cost of the program capital facilities.
These funding alternatives include (a) long-term financing arrangements
and (b) utilization of monies to be received from Metropolitan for its
initial payment for 600,000 acre-feet of groundwater storage.  Based
upon the results of analyses performed by investment banking firms
retained by the Company, management believes that several alternative
long-term financing arrangements are available to the Company.

SUN WORLD OBLIGATIONS

     Under Sun World's historical working capital cycle, working capital
is required primarily to finance the costs of growing and harvesting
crops, which generally occur from January through September with a peak
need in June.  Sun World harvests and sells the majority of its crops
during the period from June through October, when it receives the
majority of its revenues.  In order to bridge the gap between incurrence
of expenditures and receipt of revenues, large cash outlays are required
each year which are financed through a $30 million revolving credit
agreement (the "Sun World Revolver") which is guaranteed by Cadiz.  As
of September 30, 2001, $4.6 million was outstanding under the Sun World
Revolver.  Sun World is currently negotiating a renewal of the Sun World
Revolver for the 2002 growing season.  Additionally, Sun World has an
intercompany revolving credit agreement with the Company for seasonal
working capital needs, as needed.  $3.8 million was outstanding under
the intercompany revolverowed by Sun World to Cadiz as of September 30,
2001.

     In addition, Sun World has outstanding $115 million of First
Mortgage Notes (the "Sun World Notes") which will mature on April 15,
2004 and are publicly traded and registered under the Securities Act of
1933.  The Sun World Notes are redeemable at the option of Sun World, in
whole or in part, at any time on or after April 15, 2001.  Interest
accrues at the rate of 11-1/4% per annum and is payable semi-annually on
April 15th and October 15th of each year. The Sun World Notes are
secured by a first lien (subject to certain permitted liens) on
substantially all of the assets of Sun World and its subsidiaries, other
than growing crops, crop inventories and accounts receivable and
proceeds thereof, which secure the Sun World Revolver, and certain real
property pledged to third parties.  The Sun World Notes are also secured
by the guarantee of Cadiz and the pledge by Cadiz of all of the stock of
Sun World.

     CASH USED FOR OPERATING ACTIVITIES.  Cash used for operating
activities totaled $5.1 million for the nine months ended September 30,
2001, as compared to cash used for operating activities of $3.7 million
for the nine months ended September 30, 2000. The increase in cash used
for operating activities is primarily due to increased losses compared
to the prior year.

     CASH USED FOR INVESTING ACTIVITIES.  Cash used for investing
activities totaled $4.3 million for the nine months ended September 30,
2001, as compared to $5.1 million for the same period in 2000.  The
decrease was primarily due to reduced capital expenditures for
developing crops and the collection of a long-term receivablewithin
other assets in connection with the settlement of the Rayo Water
litigation, partially offset by increased expenditures for property,
plant, and equipment primarily related to improvements to the Sun World
packing facilities..

     CASH PROVIDED BY FINANCING ACTIVITIES.  Cash provided by financing
activities totaled $4.9 million for the nine months ended September 30,
2001 as compared to $4.8 million for the same period in 2000, which
consisted primarily of $4.6 million of borrowings under the Sun World
Revolver in each year. Borrowings were down from prior year due to the
monies received from the Rail-Cycle and Rayo water litigation
settlements.  Principal payments on long-term debt totaled $1.3 million
for the nine months ended September 30, 2001 compared to $0.4 million
for the nine months ended September 30, 2000.  Net proceeds from the
exercise of stock options totaled $1.6 million during the nine months
ended September 30, 2001 and $0.7 million for the nine months ended
September 30, 2000.

OUTLOOK

     The Company is actively pursuing the development of its water
resources.  Specifically, in July 1998, the Company and Metropolitan
approved the Principles for a 50-year agreement for the Cadiz Program.
The Principles provide that Metropolitan will, during wet years or
periods of excess supply, store surplus water from its Colorado River
Aqueduct in the groundwater basin underlying the Company's property.
During dry years or times of reduced allocations from the Colorado
River, the previously imported water, together with additional existing
groundwater, will be extracted and delivered, via a conveyance pipeline,
back to the aqueduct.

     Subsequently, Metropolitan, following extensive negotiations with
the Company to further refine and finalize the Principles, submitted
definitive economic terms and responsibilities ("Definitive Terms") to
its Board of Directors.  Metropolitan's Board of Directors approved the
Definitive Terms at their April 2001 board meeting.  The Definitive
Terms will serve as the basis for a final agreement to be executed
between Metropolitan and the Company.  Execution of this final agreement
will be subject to completion of the ongoing environmental review
process for the Cadiz Program.

     Metropolitan and the U.S. Bureau of Land Management ("BLM"), in
cooperation with the U.S. Geological Survey and the National Park
Service, issued the Final Environmental Impact Report/Environmental
Impact Statement ("Final EIR/EIS") for the Cadiz Program in October
2001.   The 30-day federal review and protest period for the Final
EIR/EIS ended on November 5, 2001.  Issuance of the Final EIR/EIS is a
significant milestone in the environmental review process as it
represents the last step prior to final actions from BLM and
Metropolitan. The Company anticipates final actions to be completed by
the first quarter of 2002 after which construction of the Cadiz Program
facilities may commence.

     Key provisions of the approved Definitive Terms are as follows:

     * Over the 50-year term of the agreement, Metropolitan will store a
       minimum of 900,000 acre-feet of Colorado River Aqueduct ("CRA")
       water in the Company's groundwater basin and purchase up to a
       minimum of 1,500,000 acre-feet of existing groundwater for
       transfer during dry-years.  The Cadiz Program will have the
       capacity to convey, either for storage or transfer, up to
       approximately 150,000 acre-feet in any given year.

     * During storage operations, Metropolitan will pay $50 per acre-
       foot for put of Colorado River water into storage and $40 per
       acre-foot for return of Colorado River water from storage, or a
       total of $90 per acre-foot to cycle water into and out of the
       basin.  These fees will be adjusted by the Consumer Price Index
       ("CPI").

     * As outlined above, Metropolitan's total minimum commitment for
       storage is 900,000 acre-feet.  Metropolitan will pay for the
       initial 600,000 acre-feet of put and take activity upon final
       contract execution and completion of the environmental review
       ($54 million before CPI adjustment).  Metropolitan will pay for
       an additional 300,000 acre-feet of put and take activity at the
       earlier of actual usage or 30,000 acre-foot annual increments
       during years 5-14 of Cadiz Program operations ($2,700,000 per
       year before CPI adjustment).

     * For transfer operations, Metropolitan shall purchase 30,000 acre-
       feet per year of indigenous groundwater for 25 years at a $230
       per acre-foot transfer fee, subject to a fair market value
       adjustment as described below.  In addition, Cadiz may elect to
       either sell up to an additional 30,000 acre-feet per year of
       indigenous groundwater to third parties in Metropolitan's service
       area at fair market value, or require Metropolitan to purchase
       that amount of water at a fixed transfer fee of $230 per acre-
       foot.  Accordingly, Metropolitan's total potential minimum
       commitment for the life of the Cadiz Program will be 1,500,000
       acre-feet of indigenous groundwater.  All transfers of indigenous
       groundwater, whether to Metropolitan or third parties, will be
       made in accordance with the terms and conditions of a Groundwater
       Monitoring and Management Plan ("Management Plan").

     * The transfer fee will reflect a "fair market value" adjustment,
       which shall be determined up to once a year.  The transfer fee
       will be adjusted by one-half of any increase or decrease in the
       fair market value, above or below the base $230 rate.  For
       example, if the fair market value is $350 per acre-foot, then the
       adjusted transfer fee shall be $230 + 50% * ($350-$230) = $290
       per acre-foot.  Each increase or decrease in the transfer fee
       paid by Metropolitan may not exceed 15%.

     * Cadiz' right to sell to third parties within Metropolitan's
       service area includes scheduled access to Metropolitan's system
       at the wheeling rate charged for "as available capacity," plus
       power costs and any standard water stewardship fee that is
       uniformly charged to Metropolitan member agencies or third
       parties.  Depending on availability of system capacity,
       Metropolitan may elect to exchange other water for delivery to
       Cadiz customers and "bank" the water Cadiz has sold.

     * If indigenous water supplies are determined to exceed 1,700,000
       acre-feet, Metropolitan shall have the first right of refusal to
       purchase one-half of that excess yield.

     * Cadiz groundwater meets all existing federal and state water
       quality standards.  Metropolitan's CRA water meets all existing
       federal and state water quality standards.  Metropolitan shall be
       responsible to ensure, at its expense, that CRA water introduced
       into the Cadiz groundwater basin shall, at a minimum, meet all
       existing and potential future federal and state water quality
       standards applicable to the CRA.  Cadiz shall be responsible to
       ensure, at its expense, that indigenous groundwater introduced
       into the Metropolitan delivery system shall at a minimum, meet
       all existing and potential future federal and state water quality
       standards.  If both indigenous groundwater and stored Colorado
       River water exceed any future federal or state water quality
       standard, then the parties will share compliance with the new
       standard based pro rata on the contribution to exceeding the
       standard.

     * The Cadiz Program facilities, including spreading basins,
       extraction wells, conveyance pipeline and a pumping plant are
       estimated to cost approximately $150 million, and both parties
       will equally share these costs.  Each party will be responsible
       for financing its portion of the capital costs.

     * Metropolitan will be responsible for operational costs of the
       Cadiz Program.  However, Cadiz will assume pro rata operational
       costs associated with the sale of indigenous groundwater to third
       parties.

     * Metropolitan and Cadiz shall share equally the capital costs
       required for mitigation at outset of the Cadiz Program.  Cadiz
       shall assume the ongoing annual cost of operating the Management
       Plan.

     In addition to the development of its water resources, the Company
is actively involved in further agricultural development and
reinvestment in its landholdings.  Such development will be systematic
and in furtherance of the Company's business strategy to provide for
maximization of the value of its assets.  The Company also continually
evaluates acquisition opportunities that are complimentary to its
current portfolio of water and agricultural resources.

     Historically, Sun World has serviced its indebtedness and met its
seasonal working capital needs utilizing available internal cash, the
Sun World Revolver and through an intercompany revolver with Cadiz.
Cadiz has met its ordinary working capital needs through a combination
of available internal cash, quarterly management fee payments from Sun
World, payments from Sun World under an agricultural lease whereby Sun
World now operates the Company's 1,600 acres of developed agricultural
property at Cadiz, California, the exercise of outstanding stock
options, and equity placements. Except for the foregoing, additional
intercompany cash payments between Sun World and Cadiz are subject to
certain restrictions under its current lending arrangements.

     The Company may require additional cash beyond the foregoing to
meet its working capital needs.  Any such requirements would be met
through a variety of means to be determined at the appropriate time.
Such means may include equity or debt placements, or the sale or other
disposition of assets.  Equity placements would be undertaken only to
the extent necessary so as to minimize the dilutive effect of any such
placements upon the Company's existing stockholders.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information about market risks for the nine months ended September
30, 2001 does not differ materially from that discussed under Item 7A of
the registrant's Annual Report on Form 10-K for 2000.

                      PART II  -  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      See "Legal Proceedings" included in the Company's latest Form 10-
      K and March 31, 2001 Form 10-Q for a complete discussion.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      In October, 2001 the Company issued 20,000 shares of common
      stock, 70,000 immediately vesting warrants and 37,500 conditional
      warrants to purchase shares of the Company's common stock at an
      exercise price of $7.50 per share in connection with the
      Company's issuance of $3.75 million of Series E-1 Preferred
      Stock.  The issuance of the common stock, warrants and Series E-1
      Preferred Stock were not registered under the Securities Act of
      1933, as amended (the "Securities Act").  The Company believes
      that the transactions described are exempt from the registration
      requirements of the Securities Act by virtue of Section 4(2)
      thereof as transactions not involving any public offerings.


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

            4.1  Certificate of Designation of Series E-1 Preferred
            Stock of Cadiz Inc., dated October 22, 2001.

       B. REPORTS ON FORM 8-K

          Report on 8-K dated October 22, 2001, describing the Company's
          issuance of $3,750,000 in newly authorized Series E-1
          Convertible Preferred Stock.


                               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 Inc.




By:  /s/  Keith Brackpool                  November 14, 2001
     -------------------------------       -----------------
     Keith Brackpool, Chairman &           Date
     Chief Executive Officer




By:  /s/  Stanley E. Speer                 November 14, 2001
     -------------------------------       -----------------
     Stanley E. Speer                      Date
     Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>exhibit-4.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATIONS - SERIES E-1
<TEXT>
                                                             EXHIBIT 4.1
                                                             -----------

                     CERTIFICATE OF DESIGNATIONS OF
                       SERIES E-1 PREFERRED STOCK
                                   OF
                               CADIZ INC.

                     Pursuant to Section 151 of the
            General Corporation Law of the State of Delaware


     CADIZ INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that, pursuant to (i) the authority conferred upon the Board
of Directors by the Certificate of Incorporation of the Corporation,
(ii) the provisions of Section 151 of said General Corporation Law, and
(iii) the resolutions unanimously adopted by the Board of Directors of
the Corporation by action taken at a meeting on October 15, 2001, the
Board of Directors duly adopted resolutions providing for authorization
for issuance of 3,750 shares of the Corporation's Preferred Stock, par
value $.01 per share, designated Series E-1 Preferred Stock, which
resolutions are as follows:

          RESOLVED, that pursuant to the authority vested in the Board
     of Directors of the Corporation by the Certificate of
     Incorporation, the Board of Directors does authorize for issuance
     Three Thousand Seven Hundred Fifty (3,750) shares of Preferred
     Stock, par value $.01 per share, of the Corporation, to be
     designated "Series E-1 Preferred Stock" of the presently authorized
     shares of Preferred Stock.  The voting powers, designations,
     preferences, and other rights of the Series E-1 Preferred Stock
     authorized hereunder and the qualifications, limitations and
     restrictions of such preferences and rights are as follows:

          1.   RANKING.  The Series E-1 Preferred Stock shall, with
     respect to the payment of dividends and upon liquidation,
     dissolution, or winding up, rank (1) senior and prior to the
     Corporation's Common Stock, $0.01 par value per share (the "Common
     Stock"), and all other capital stock issued by the Corporation and
     designated as junior to the Series E-1 Preferred Stock
     (collectively herein called the "Junior Securities"), and (2) on a
     parity with any other class or series of Preferred Stock of the
     Corporation (the "Parity Securities").

          2.   DIVIDENDS.

               (a)  The holders of outstanding shares of Series E-1
     Preferred Stock shall be entitled to receive cumulative dividends.
     Such dividends shall be payable at the option of the Corporation in
     the form of either (i) cash at an annual rate, commencing
     immediately following issuance, equal to seven percent (7%) of the
     Liquidation Preference (as defined in Section 3 hereof), or (ii)
     fully paid and nonassessable shares of Common Stock (valued, for
     purposes of this Section 2 only, at the average Fair Market Value
     (as defined in Section 5(g) below) of the Common Stock during the
     ten (10) consecutive trading day period ending one day prior to the
     applicable Dividend Payment Date, as defined below) at an annual
     rate, commencing immediately following issuance, equal to nine
     percent (9%) of the Liquidation Preference.  If dividends are paid
     in Common Stock pursuant to clause (ii) above, the Corporation
     shall provide holders of the Series E-1 Preferred Stock with not
     less than five (5) days written notice prior to the applicable
     Dividend Payment Date.  Such dividends shall be payable semi-
     annually on January 15 and July 15 of each year (each of such dates
     being a "Dividend Payment Date" and each period between such dates
     (or the date of issue, if earlier) being a "Dividend Period")
     commencing on January 15, 2002, to stockholders of record of Series
     E-1 Preferred Stock on the respective date, not exceeding 15 days
     preceding such Dividend Payment Date, as shall be fixed for this
     purpose by the Board or an authorized committee of the Board
     ("Authorized Board Committee") in advance of payment of each
     particular dividend.  Dividends payable on the Series E-1 Preferred
     Stock for the initial Dividend Period and for any period less than
     a full period shall be computed on the basis of the actual number
     of days elapsed in a year of 365 days.  All dividends paid in
     Common Stock pursuant to this subparagraph (a) shall be deemed
     issued on the applicable Dividend Payment Date and paid pro rata to
     the holders entitled thereto.  All Common Stock which may be issued
     as a dividend with respect to the Series E-1 Preferred Stock will
     thereupon be duly authorized, validly issued, fully paid and
     nonassessable and free of all liens and charges.

               (b)  Dividends on Series E-1 Preferred Stock shall be
     fully cumulative and shall accrue (whether or not accrued or
     declared) from the date of issuance.  All dividends on the Series E-
     1 Preferred Stock shall be declared by the Board and paid by the
     Corporation to the fullest extent permitted by law.  Accumulated
     unpaid dividends for any past Dividend Periods may be declared by
     the Board (or an Authorized Board Committee) and paid on any date
     fixed by the Board (or an Authorized Board Committee).  The
     Corporation may deduct and withhold from dividends on Series E-1
     Preferred Stock any amounts required to be deducted or withheld by
     the Corporation under applicable law.  Except as provided above, no
     interest or sum of money in lieu of interest shall be payable in
     respect of any accumulated unpaid dividends.

               (c)  In no event, so long as any shares of Series E-1
     Preferred Stock are outstanding, shall any dividend whatsoever be
     paid or declared, nor shall any other distribution be made (either
     in cash or property) on or in respect of, nor shall any moneys or
     property be expended for the redemption, retirement, purchase or
     other acquisition of, outstanding shares of Junior Securities by
     the Corporation, nor shall any moneys or property be paid into or
     set apart, or made available for a sinking fund for the purchase or
     redemption of any shares of Junior Securities unless all dividends
     on all outstanding shares of Series E-1 Preferred Stock for all
     past Dividend Periods shall have been paid in full and the full
     dividends thereon for the then current Dividend Period shall have
     been declared and shares set apart sufficient for the payment
     thereof.  The provisions of the preceding sentence shall not apply
     to a dividend payable in shares of stock ranking junior to shares
     of Series E-1 Preferred Stock both in respect of the payment of
     dividends and in respect of all payments upon liquidation,
     dissolution or winding up of the Corporation.

               (d)  If, after dividends on all outstanding shares of
     Series E-1 Preferred Stock for all past Dividend Periods shall have
     been paid in full and the full dividends thereon for the then
     current Dividend Period shall have been declared and shares set
     apart sufficient for the payment thereof, in accordance with
     Section (c), the Board of Directors shall declare any dividend
     outside the ordinary course of business ("extraordinary dividend")
     out of funds legally available therefor, then such extraordinary
     dividend shall be declared pro rata on the Common Stock and the
     Series E-1 Preferred Stock treating the Series E-1 Preferred Stock
     as the greatest whole number of shares of Common Stock then
     issuable upon conversion of such Series E-1 Preferred Stock
     pursuant to Section 5.

          3.   LIQUIDATION PREFERENCE.  In the event of any voluntary or
     involuntary liquidation, dissolution, or winding up of the affairs
     of the Corporation, then, before any distribution or payment shall
     be made to the holders of any Junior Securities, and subject to the
     rights of creditors, the holders of Series E-1 Preferred Stock
     shall be entitled to be paid out of the assets of the Corporation
     in an amount in cash equal to $1,000.00 for each share outstanding
     plus any accrued but unpaid dividends thereon (which amount is
     hereinafter referred to as the "Liquidation Preference").  If the
     assets of the Corporation are not sufficient to pay in full the
     Liquidation Preference as well as any liquidation preference to
     holders of Parity Securities, then the holders of the Series E-1
     Preferred Stock and Parity Securities shall share ratably in such
     distribution of assets in accordance with the amount which would
     have been payable on such distribution if the amounts to which such
     holders were entitled were paid in full.  Except as provided in
     this paragraph 3, holders of Series E-1 Preferred Stock shall not
     be entitled to any distribution in the event of liquidation,
     dissolution, or winding up of the affairs of the Corporation.  For
     purposes of this Section 3 only, a "liquidation" shall include:
     (i) a merger or consolidation involving the Corporation as a result
     of which the holders of the Corporation's equity securities do not
     continue to hold, associated with or in exchange for their equity
     securities in the Corporation, a majority of the outstanding voting
     securities of the surviving entity in such merger or consolidation;
     (ii) a transaction or series of related transactions as a result of
     which the holders of a majority of the Corporation's outstanding
     equity securities prior to such transactions do not continue to
     hold a majority of the Corporation's outstanding equity securities;
     (iii) a sale of all or substantially all of the assets of the
     Corporation; (iv) a merger or consolidation involving Sun World
     International Inc., a Delaware corporation and a wholly-owned
     subsidiary of the Corporation ("Sun World"), as a result of which
     the Corporation does not continue to hold, associated with or in
     exchange for its equity securities in Sun World, a majority of the
     outstanding voting securities of the surviving entity in such
     merger or consolidation; (v) a transaction or series of related
     transactions as a result of which the Corporation does not continue
     to hold a majority of Sun World's equity securities; and (vi) a
     sale of all or substantially all of the assets of Sun World.

          4.   VOTING.  In all meetings of shareholders, the holders of
     shares of Series E-1 Preferred Stock shall be entitled to that
     number of votes equal to the number of shares of Common Stock
     issuable upon conversion of their Series E-1 Preferred Stock at the
     time the shares are voted, and shall be entitled to vote with the
     Common Stock (except where a separate class vote is required by law
     or by terms of this instrument).  So long as any shares of Series E-
     1 Preferred Stock remain outstanding, the Corporation shall not,
     without the approval of the holders of at least a majority of the
     outstanding shares of Series E-1 Preferred Stock, voting together
     as a single class, authorize any other stock having rights or
     preferences senior to or on a parity with the Series E-1 Preferred
     Stock.

          5.   CONVERSION.  Each share of Series E-1 Preferred Stock
     shall be convertible into shares of Common Stock both (i) at the
     option of the holder thereof at any time following issuance; and
     (ii) at the option of the Corporation provided that: (A) the
     Corporation converts all shares of Series E-1 Preferred Stock then
     outstanding and that (B) the closing bid price for the
     Corporation's Common Stock for any thirty consecutive trading day
     period ending not more than five (5) trading days prior to
     submission of notice of conversion has exceeded 140% of the Initial
     Conversion Price (as defined below) (the "Mandatory Conversion
     Minimum").  The number of shares of Common Stock issuable upon
     conversion of each share of Series E-1 Preferred Stock shall equal
     the Liquidation Preference for such share of Series E-1 Preferred
     Stock divided by the Conversion Price.  The Conversion Price shall
     be equal to the lesser of: (i) $7.50 or (ii) the average closing
     bid price of the Company's Common Stock during the fifteen (15)
     trading days from and including October 22, 2001 through and
     including November 9, 2001, subject to adjustment as set forth in
     this Certificate of Designations.  The Conversion Price obtained by
     the application of the formula in the preceding sentence, before
     any adjustments as set forth in this Certificate of Designations,
     is hereafter referred to as the "Initial Conversion Price."  The
     following provisions shall apply after the Series E-1 Preferred
     Stock becomes convertible:

               (a)  Any holder of shares of Series E-1 Preferred Stock
     electing to convert such shares into Common Stock shall surrender
     the certificate or certificates for such shares at the office of
     the Corporation (or at such other place as the Corporation may
     designate by notice to the holders of shares of Series E-1
     Preferred Stock) during regular business hours, duly endorsed to
     the Corporation in blank, or accompanied by instruments of transfer
     to the Corporation in blank, in form reasonably satisfactory to the
     Corporation and shall give written notice to the Corporation at
     such office that such holder elects to convert such shares of
     Series E-1 Preferred Stock.  Such written notice shall also
     instruct the Corporation where to deliver the certificate or
     certificates representing the Common Stock issuable upon such
     conversion.  The Corporation shall, as soon as reasonably
     practicable after such deposit of certificates for shares of Series
     E-1 Preferred Stock, accompanied by the written notice above
     prescribed, issue to the holder for whose account such shares were
     surrendered, or to his nominee, a certificate or certificates
     representing the number of shares of Common Stock to which such
     holder is entitled upon such conversion, and shall deliver such
     certificate or certificates in accordance with the instructions of
     the holder.  Conversion shall be deemed to have been made as of the
     date of surrender of certificates for the shares of Series E-1
     Preferred Stock to be converted and the delivery of written notice
     as hereinabove provided; and the person entitled to receive the
     Common Stock issuable upon such conversion shall be treated for all
     purposes as the record holder of such Common Stock on such date.

               (b)  In the event of an election by the Corporation to
     convert Series E-1 Preferred Stock into shares into Common Stock,
     all, and not less than all, of the outstanding shares of Series E-1
     Preferred Stock shall be converted automatically on the date of
     such election (the "Mandatory Conversion Date") without any further
     action by the holders of such shares and whether or not the
     certificates representing outstanding shares are surrendered to the
     Corporation or its transfer agent.  The Corporation shall not be
     obligated to issue certificates evidencing the shares of Common
     Stock issuable upon such conversion unless the certificates
     evidencing such shares of Series E-1 Preferred Stock are either
     delivered to the Corporation or its transfer agent as provided
     below, or the holder notifies the Corporation or its transfer agent
     that such certificates have been lost, stolen or destroyed and
     executes an agreement satisfactory to the Corporation to indemnify
     the Corporation from any loss incurred by it in connection with
     such certificates.  The Corporation shall cause to be mailed to
     each holder of Series E-1 Preferred Stock, by overnight courier
     service or by first class mail, postage prepaid, mailed not more
     than ten (10) business days following the Mandatory Conversion
     Date, at such holder's address as the same appears on the records
     of the Corporation (the "Mandatory Conversion Notice").  Each such
     notice shall specify (i) the Mandatory Conversion Date, (ii) the
     number of shares to be converted, and (iii) the place or places
     where certificates for such shares are to be surrendered for
     conversion.  Promptly following receipt of the Mandatory Conversion
     Notice, each holder of Series E-1 Preferred Stock shall surrender
     the certificate or certificates for such shares at the office of
     the Corporation (or at such other place as the Corporation may
     designate by notice to the holders of shares of Series E-1
     Preferred Stock) during regular business hours, duly endorsed to
     the Corporation in blank, or accompanied by instruments of transfer
     to the Corporation in blank, in form reasonably satisfactory to the
     Corporation.  Such written notice shall instruct the Corporation
     where to deliver the certificate or certificates representing the
     Common Stock issuable upon such conversion.  The Corporation shall,
     as soon as reasonably practicable following the Mandatory
     Conversion Date and after such deposit of certificates for shares
     of Series E-1 Preferred Stock, accompanied by the written notice
     above prescribed, issue to the holder for whose account such shares
     were surrendered, or to his nominee, a certificate or certificates
     representing the number of shares of Common Stock to which such
     holder is entitled upon such conversion, and shall deliver such
     certificate or certificates in accordance with the instructions of
     the holder.  Conversion shall be deemed to have been made as of the
     Mandatory Conversion Date irrespective of the date of surrender of
     certificates for the shares of Series E-1 Preferred Stock to be
     converted and the delivery of written notice as hereinabove
     provided; and the person entitled to receive the Common Stock
     issuable upon such conversion shall be treated for all purposes as
     the record holder of such Common Stock effective as of the
     Mandatory Conversion Date.  Following the Mandatory Conversion
     Date, all authorized shares of Series E-1 Preferred Stock shall
     resume the status of authorized but unissued shares of Preferred
     Stock, without designation as to series, until such shares are once
     more designated as part of a particular series by the Board of
     Directors.

               (c)  The Conversion Price shall be adjusted from time to
     time as follows:

                    (i)  In case the Corporation shall (A) pay a
     dividend or make a distribution on its shares of Common Stock in
     shares of Common Stock, (B) subdivide or reclassify its outstanding
     Common Stock in shares of Common Stock into a greater number of
     shares, or (C) combine or reclassify its outstanding Common Stock
     into a smaller number of shares or, (D) issue by capital
     reorganization or reclassification of its shares of Common Stock or
     otherwise (other than a subdivision or combination of its shares
     provided for above, or a reorganization, merger, consolidation or
     sale of assets provided for elsewhere in this Section 5) any shares
     of capital stock of the Corporation, then the conversion right and
     the Conversion Price in effect immediately prior to such action
     shall be adjusted so that the holder of any shares of the Series E-
     1 Preferred Stock thereafter surrendered for conversion shall be
     entitled to receive the number of shares of capital stock of the
     Corporation which such holder would have owned immediately
     following such action had such shares of the Series E-1 Preferred
     Stock been converted immediately prior thereto.  An adjustment made
     pursuant to this subparagraph shall become effective retroactively
     immediately after the record date in the case of a dividend or
     distribution and shall become effective immediately after the
     effective date in the case of a subdivision, combination or
     reclassification.  If, as a result of an adjustment made pursuant
     to this subparagraph, the holder of any shares of the Series E-1
     Preferred Stock thereafter surrendered for conversion shall become
     entitled to receive shares of two or more classes of capital stock
     of the Corporation, the Board of Directors shall determine in good
     faith the allocation of the adjusted Conversion Price between or
     among shares of such classes of capital stock, which allocation
     must be reasonably acceptable to the holders of a majority of the
     shares of the Series E-1 Preferred Stock.

                    (ii) In case the Corporation shall hereafter issue
     rights or warrants to all holders of its Common Stock entitling
     them to subscribe for or purchase shares of Common Stock (or
     securities convertible into Common Stock) at a price (or having a
     conversion price per share) less than the Conversion Price on the
     record date mentioned below, then the Conversion Price shall be
     adjusted so that the same shall equal the price determined by
     multiplying the Conversion Price in effect immediately prior to the
     record date mentioned below by a fraction, the numerator of which
     shall be the sum of the number of shares of Common Stock
     outstanding on the record date mentioned below and the number of
     additional shares of Common Stock which the aggregate offering
     price of the total number of shares of Common Stock so offered (or
     the aggregate conversion price of the convertible securities so
     offered) would purchase at such Conversion Price, and the
     denominator of which shall be the sum of the number of shares of
     Common Stock outstanding on such record date and the number of
     additional shares of Common Stock offered for subscription or
     purchase (or into which the convertible securities so offered are
     convertible).  Such adjustment shall be made successively whenever
     such rights or warrants are issued and shall become effective
     immediately after the record date for the determination of
     stockholders entitled to receive such rights or warrants; and to
     the extent that shares of Common Stock are not delivered (or
     securities convertible into Common Stock are not delivered) after
     the expiration of such rights or warrants the Conversion Price
     shall be readjusted to the Conversion Price which would then be in
     effect had the adjustments made upon the issuance of such rights or
     warrants been made upon the basis of delivery of only the number of
     shares of Common Stock (or securities convertible into Common
     Stock) actually delivered.

                    (iii) In case the Corporation shall issue shares
     of its Common Stock (excluding shares issued (A) in any of the
     transactions described in Subsection (i) above, (B) to the Corporation's
     employees, including, without limitation, pursuant to exercise or
     conversion of options or other equity securities, under a plan or plans
     adopted by the Corporation's Board of Directors and approved by its
     shareholders (if required), if such shares would otherwise be
     included in this Subsection (iii) (but only to the extent that the
     aggregate number of shares excluded by this clause (B) and issued
     after the date hereof shall not exceed in the aggregate 13% of the
     Company's Common Stock outstanding as of the date of this
     Certificate), (C) upon exercise of convertible securities
     outstanding as of the date of initial issuance of Series E-1
     Preferred Stock (including the Series E-1 Preferred Stock), or any
     convertible securities issued subsequent to the date hereof which
     are convertible into Common Stock at an exercise price equal or
     greater than the Conversion Price as of the date upon which the
     conversion or exercise price for such securities is fixed
     (notwithstanding any subsequent adjustment of such exercise price
     as may be provided under the terms of such convertible security),
     (D) upon the exercise of any convertible security as to which the
     Conversion Price has already been adjusted pursuant to Subsection
     (iv) below, and (E) to shareholders of any corporation which merges
     into the Corporation in proportion to their stock holdings of such
     corporation immediately prior to such merger, upon such merger, but
     only if no adjustment is required pursuant to any other specific
     subsection of this Section (c) (without regard to Subsection (vi)
     below) with respect to the transaction giving rise to such rights)
     for a consideration per share less than the Conversion Price, then
     on the date the Corporation fixes the offering price of such
     additional shares, the Conversion Price shall be adjusted
     immediately thereafter so that it shall equal the price determined
     by multiplying the Conversion Price in effect immediately prior
     thereto by a fraction, the numerator of which shall be the sum of
     the number of shares of Common Stock outstanding immediately prior
     to the issuance of such additional shares and the number of shares
     of Common Stock which the aggregate consideration received
     (determined as provided in Subsection (v) below) for the issuance
     of such additional shares would purchase at such Conversion Price,
     and the denominator of which shall be the number of shares of
     Common Stock outstanding immediately after the issuance of such
     additional shares.

                    Such adjustment shall be made successively whenever
     such an issuance is made.

                    (iv) In case the Corporation shall issue any
     securities convertible into or exchangeable for its Common Stock
     (excluding securities issued in transactions described in
     Subsection (ii) above) for a consideration per share of Common
     Stock initially deliverable upon conversion or exchange of such
     securities (determined as provided in Subsection (v) below) less
     than the Conversion Price in effect as of the date upon which the
     conversion or exercise price for such securities is fixed, then the
     Conversion Price shall be adjusted immediately thereafter so that
     it shall equal the price determined by multiplying the Conversion
     Price in effect immediately prior thereto by a fraction, the
     numerator of which shall be the sum of the number of shares of
     Common Stock outstanding immediately prior to the issuance of such
     securities and the number of shares of Common Stock which the
     aggregate consideration received (determined as provided in
     Subsection (v) below) for such securities would purchase at such
     Conversion Price, and the denominator of which shall be the sum of
     the number of shares of Common Stock outstanding immediately prior
     to such issuance and the maximum number of shares of Common Stock
     of the Corporation deliverable upon conversion of or in exchange
     for such securities at the initial conversion or exchange price or
     rate.

                    Such adjustment shall be made successively whenever
     such an issuance is made.

                    (v)  For purposes of any computation respecting
     consideration received pursuant to Subsections (iii) and (iv)
     above, the following shall apply:

                         (A)  in the case of the issuance of shares of
     Common Stock for cash, the consideration shall be the amount of
     such cash, provided that in no case shall any deduction be made for
     any commissions, discounts or other expenses incurred by the
     Corporation for any underwriting of the issue or otherwise in
     connection therewith:

                         (B)  in the case of the issuance of shares of
     Common Stock for a consideration in whole or in part other than
     cash, the consideration other than cash shall be deemed to be the
     fair market value thereof as determined in good faith by the Board
     of Directors of the Corporation (irrespective of the accounting
     treatment thereof) and reasonably acceptable to the holders of a
     majority Series E-1 Preferred Stock; and

                         (C)  in the case of the issuance of securities
     convertible into or exchangeable for shares of Common Stock, the
     aggregate consideration received therefor shall be deemed to be the
     consideration received by the Corporation for the issuance of such
     securities plus the additional minimum consideration, if any, to be
     received by the Corporation upon the conversion or exchange thereof
     (the consideration in each case to be determined in the same manner
     as provided in clauses (A) and (B) of this Subsection (v)).

                    (vi) No adjustment in the Conversion Price shall be
     required unless such adjustment would require an increase or
     decrease of at least one cent ($0.01) in such price; provided,
     however, that any adjustments which by reason of this Subsection
     (vi) are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment required to be made
     hereunder.  All calculations under this Section (c) shall be made
     to the nearest cent.  Anything in this Section (c) to the contrary
     notwithstanding, the Corporation shall be entitled, but shall not
     be required, to reduce the Conversion Price, in addition to those
     changes required by this Section (c), as it, in its sole
     discretion, shall determine to be advisable in order that any
     dividend or distribution in shares of Common Stock, subdivision,
     reclassification or combination of Common Stock, issuance of
     warrants to purchase Common Stock or distribution or evidences of
     indebtedness or other assets (excluding cash dividends) referred to
     hereinabove in this Section (c) hereafter made by the Corporation
     to the holders of its Common Stock shall not result in any tax to
     such holders of its Common Stock or securities convertible into
     Common Stock.

                    (vii) In the event that at any time, as a result of
     an adjustment made pursuant to Subsection (i) above, the holder of
     Series E-1 Preferred Stock thereafter shall become entitled to
     receive any shares of the Corporation, other than Common Stock,
     thereafter the number of such other shares so receivable upon
     conversion of the holder's of Series E-1 Preferred Stock shall
     be subject to adjustment from time to time in a manner and on
     terms as nearly equivalent as practicable to the provisions with
     respect to the Common Stock contained in Subsections (i) to (vi),
     inclusive above. The Corporation may retain a firm of independent
     certified public accountants selected by the Board of Directors
     (who may be the regular accountants employed by the Corporation)
     to make any computation required by Section (c), and a certificate
     signed by such firm shall be conclusive evidence of the correctness
     of such adjustment absent manifest error or negligence.

                    (viii)  Whenever an adjustment in the Conversion
     Price is required, the Corporation shall forthwith place on file
     with its Secretary a statement signed by its Secretary or Treasurer
     or one of its Assistant Secretaries or Assistant Treasurers, stating
     the adjusted Conversion Price determined as provided herein.  Such
     statement shall set forth in reasonable detail such facts as shall be
     necessary to show the reason and the manner of computing such
     adjustment.  Such statement shall be made available at all
     reasonable times for inspection by any holder of shares of Series E-
     1 Preferred Stock. Promptly after the adjustment of the Conversion
     Price, the Corporation shall mail a notice and copy of such
     statement to each holder of shares of Series E-1 Preferred Stock.

                    (ix) In case of any reclassification, capital
     reorganization or other change of outstanding shares of Common
     Stock of the Corporation, or in case of any consolidation or merger
     of the Corporation with or into another entity (other than a merger
     with a subsidiary in which merger the Corporation is the continuing
     corporation and which does not result in any reclassification,
     capital reorganization or other change of outstanding shares of
     Common Stock of the class issuable upon conversion of the Series E-
     1 Preferred Stock) or in case of any sale, lease, or conveyance to
     another entity of all or substantially all of the property and
     assets of the Corporation, the Corporation shall, as a condition
     precedent to such transaction, cause effective provisions to be
     made so that the holder of each share of Series E-1 Preferred Stock
     then outstanding shall have the right to convert such shares of
     Series E-1 Preferred Stock into the kind and amount of shares of
     stock or other securities and property receivable upon such
     reclassification, capital reorganization and other change,
     consolidation, merger, sale, lease or conveyance by a holder of the
     number of shares of Common Stock into which such shares of Series E-
     1 Preferred Stock might have been converted immediately prior to
     such reclassification, change, consolidation, merger, sale, lease
     or conveyance, subject to adjustments which shall be as nearly
     equivalent as may be reasonably practicable to the adjustments
     provided for hereunder.  The Corporation shall not effect any such
     reorganization, consolidation, merger, sale or conveyance (i)
     unless prior to or simultaneously with the consummation thereof the
     survivor or successor corporation (if other than the Corporation)
     resulting from such reorganization, consolidation or merger or the
     corporation purchasing such assets shall assume by written
     instrument executed and sent to each holder of Series E-1 Preferred
     Stock, the obligation to deliver to such holder of Series E-1
     Preferred Stock such shares of stock, securities or assets as, in
     accordance with the foregoing provisions, such holder of Series E-1
     Preferred Stock may be entitled to receive, and containing the
     express assumption by such successor corporation of the due and
     punctual performance and observance of every provision herein to be
     performed and observed by the Corporation and of all liabilities
     and obligations of the Corporation hereunder, and (ii) in which the
     Corporation, as opposed to another party to the reorganization,
     consolidation, merger, sale or conveyance, shall be required under
     any circumstances to make a cash payment at any time to the holders
     of the Series E-1 Preferred Stock.  The provisions of this
     subparagraph shall similarly apply to successive reclassifications,
     capital reorganizations, and changes of Common Stock and to
     successive reorganizations, consolidations, mergers, sales, leases
     or conveyances.

               (d)  Any shares of Series E-1 Preferred Stock which shall
     at any time have been converted shall resume the status of
     authorized but unissued shares of Preferred Stock, without
     designation as to series, until such shares are once more
     designated as part of a particular series by the Board of
     Directors.  The Corporation shall reserve and keep available out of
     its authorized but unissued stock, for the purpose of effecting the
     conversion of the shares of the Series E-1 Preferred Stock, such
     number of its duly authorized shares of Common Stock as shall from
     time to time be sufficient to effect the conversion of all
     outstanding shares of the Series E-1 Preferred Stock.

               (e)  The Corporation shall pay any and all issue or
     transfer (but not income) taxes that may be payable in respect of
     any issuance or delivery of shares of Common Stock on conversion of
     shares of Series E-1 Preferred Stock pursuant hereto.

               (f)  Before taking any action that would result in the
     effective price of the shares of Common Stock issuable upon
     conversion of Series E-1 Preferred Stock being less than the then
     par value of the Common Stock, the Corporation shall take any
     corporate action which may, in the opinion of its counsel, be
     necessary in order that the Corporation may validly and legally
     issue fully paid and nonassessable shares of Common Stock.

               (g)  The Corporation shall not be required to issue any
     fractional shares of Common Stock upon conversion of any Series E-1
     Preferred Stock, but in lieu thereof the Corporation may pay a cash
     amount determined by multiplying the fraction of a share otherwise
     issuable by the Fair Market Value of one share of Common Stock on
     the date such conversion is deemed to have been made hereunder.
     The "Fair Market Value" of the Common Stock as of a particular date
     shall mean:

                    (i)  If the Common Stock is listed or admitted to
     the unlisted trading privileges on any national or regional
     securities exchange on such date, then the average of the last
     reported sale prices on such exchange for the 30 consecutive
     business day period ending on the last business day prior to such
     date;

                    (ii) If the Common Stock is not listed or admitted
     to unlisted trading privileges as provided in subparagraph i) and
     sales prices therefor in the over-the-counter market are reported
     by the Nasdaq National Market System on such date, then the last
     reported sales price so reported on the last business day prior to
     such date;

                    (iii) If the Common Stock is not listed or admitted
     to unlisted trading privileges as provided in subparagraph i) and
     sales prices therefor are not reported by the Nasdaq National Market
     System as provided in subparagraph ii), and bid and asked prices
     therefor in the over-the-counter market are reported by Nasdaq
     (or, if not so reported, by the National Quotation Bureau Incorporated)
     on such date, then the average of the closing bid and asked prices
     on the last business day prior to such date; or

                    (iv) If the Common Stock is not listed or admitted
     to unlisted trading privileges as provided in subparagraph i) and
     sales prices or bid and asked prices therefor are not reported by
     Nasdaq (or the National Quotation Bureau Incorporated) as provided
     in subparagraphs ii) and iii) on such date, then the value as
     determined in good faith by the Board.

               (h)  Whenever an adjustment in the Conversion Price is
     required pursuant to the terms of this Section 5, the Mandatory
     Conversion Minimum as in effect immediately prior to such action
     shall automatically and concurrently be adjusted in proportion to
     the adjustment in the Conversion Price.

          6.   FRACTIONAL SHARES.  The Series E-1 Preferred Stock may be
     issued as fractional shares in increments of 1/1,000 of a share
     (subject to adjustment on the same basis as the Conversion Price
     under Section 5(c)).  Each fractional share of Series E-1 Preferred
     Stock shall be entitled to the same rights and powers on a pro rata
     basis as a whole share of Series E-1 Preferred Stock.

          7.   MANDATORY REDEMPTION.

               (a)  The Corporation shall redeem on July 16, 2004, and
     not prior to said date (the "Redemption Date") all shares of Series
     E-1 Preferred Stock outstanding as of such date from any source of
     funds legally available therefor.

               (b)  The price per share ("Redemption Price") for any
     redemption of Series E-1 Preferred Stock made pursuant to this
     Section 7 shall be an amount equal to the Liquidation Preference
     for the shares so redeemed. If insufficient funds are legally
     available as of the Redemption Date to redeem all the shares of
     Series E-1 Preferred Stock then due to be redeemed, but sufficient
     funds are legally available as of the Redemption Date to redeem a
     portion of the Preferred Stock then due to be redeemed,  then the
     Corporation shall effect such redemption pro rata among all holders
     of Preferred Stock on an equal priority, pari passu basis, based on
     the Redemption Price of such shares.

               (c)  On or before the Redemption Date, written notice
     (the "Redemption Notice") shall be mailed by overnight courier
     service or by first-class mail, postage prepaid, to each holder of
     record (at the close of business on the business day next preceding
     the date on which notice is given) of the Series E-1 Preferred
     Stock to be redeemed, at the address last shown on the records of
     the Corporation for such holder or given by the holder to the
     Corporation for the purpose of notice or, if no such address
     appears or is given, at the place where the principal executive
     office of the Corporation is then located, notifying such holder of
     the redemption to be effected, specifying the Redemption Date, the
     Redemption Price, the place at which payment may be obtained and
     the date on which such holder's conversion rights set forth in
     Section 5 as to such shares terminate and calling upon such holder
     to surrender to the Corporation, in the manner and at the place
     designated, such holder's certificate or certificates representing
     the shares to be redeemed.  Each holder of Preferred Stock to be
     redeemed shall surrender to the Corporation the certificate or
     certificates representing such shares of Preferred Stock, in the
     manner and at the place designated in the Redemption Notice, and
     thereupon the Redemption Price of such shares shall be payable to
     the order of the person whose name appears on such certificate or
     certificates as the owner thereof, and each surrendered certificate
     shall be canceled. If less than all the shares represented by any
     such certificate are redeemed, a new certificate shall be issued
     representing the unredeemed shares.

               (d)  From and after the Redemption Date, unless there
     shall have been a default in payment of the Redemption Price, all
     rights of the holders of such shares as holders of Series E-1
     Preferred Stock (except the right to receive the Redemption Price
     without interest upon surrender of their certificate or
     certificates) shall cease with respect to such shares, and such
     shares shall not thereafter be transferred on the books of the
     Corporation or be deemed to be outstanding for any purpose
     whatsoever.  Shares of Series E-1 Preferred Stock which are subject
     to redemption hereunder but which are not redeemable on the
     Redemption Date due to insufficient legally available funds shall
     continue to be entitled to dividends, liquidation, conversion and
     all other rights, preferences, privileges and restrictions of the
     Preferred Stock until such shares have been converted or redeemed.

               (e)  All shares of Series E-1 Preferred Stock that are
     redeemed pursuant to this Section 7 shall resume the status of
     authorized but unissued shares of Preferred Stock, without
     designation as to series, until such shares are once more
     designated as part of a particular series by the Board of
     Directors.

          8.   NOTICES TO HOLDERS.  So long as any shares of the Series
     E-1 Preferred Stock shall be outstanding, (i) if the Corporation
     shall pay any dividend or make any distribution upon the Common
     Stock or (ii) if the Corporation shall offer to the holders of
     Common Stock for subscription or purchase by them any share of or
     class of its capital stock or any other rights or (iii) if any
     capital reorganization of the Corporation, reclassification of the
     capital stock of the Corporation, consolidation or merger of the
     Corporation with or into another entity, sale, lease, or transfer
     of all or substantially all of the property and assets of the
     Corporation to another entity, or voluntary or involuntary
     dissolution, liquidation or winding up of the Corporation shall be
     effected, then in any such case, the Corporation shall cause to be
     mailed by certified mail to all holders of the Series E-1 Preferred
     Stock, at least fifteen days prior the record date specified in (x)
     or (y) below, as the case may be, a notice containing a brief
     description of the proposed action and stating the date on which
     (x) a record is to be taken for the purpose of such dividend,
     distribution or offer of rights, or (y) such reclassification,
     reorganization, consolidation, merger, conveyance, lease, transfer,
     sale dissolution, liquidation or winding up is to take place and
     the date, if any is to be fixed, as of which the holders of Common
     Stock or other securities shall be entitled to receive cash or
     other property deliverable upon such reclassification,
     reorganization, consolidation, merger, conveyance, lease, transfer,
     sale, dissolution, liquidation or winding up.

          RESOLVED, FURTHER, that the appropriate officers of the
     Corporation are hereby authorized to execute and acknowledge the
     Certificate of Designations setting forth these resolutions and to
     cause such certificate to be filed and recorded, all in accordance
     with the requirements of Section 151 of the Delaware General
     Corporation Law.

     IN WITNESS WHEREOF, CADIZ INC., has caused this Certificate to be
signed by Keith Brackpool, its Chief Executive Officer, and attested by
Stanley E. Speer, its Secretary, this 22nd day of October 2001.

                              CADIZ INC.



                              By:  /s/ Keith Brackpool
                              ------------------------------
                              Keith Brackpool
                              Chief Executive Officer

ATTEST:



By:   /s/ Stanley E. Speer
-----------------------------
   Stanley E. Speer
   Secretary





</TEXT>
</DOCUMENT>
</SUBMISSION>
