<SUBMISSION>
<ACCESSION-NUMBER>0000727273-01-500024
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010312
<ITEMS>5
<FILING-DATE>20010314
<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>8-K
<ACT>34
<FILE-NUMBER>000-12114
<FILM-NUMBER>1567639
</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>CADIZ LAND CO INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PACIFIC AGRICULTURAL HOLDINGS INC
<DATE-CHANGED>19920602
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ARIDTECH INC
<DATE-CHANGED>19880523
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mar128k01.txt
<TEXT>





               Securities and Exchange Commission
                     Washington, D.C. 20549



                            Form 8-K

                         Current Report


             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported):

                         March 12, 2001



                           Cadiz Inc.
       (Exact name of issuer as specified in its charter)



                            Delaware
         (State or other jurisdiction of incorporation)



                0-12114                        77-0313235
        (Commission File Number)   (IRS Employer Identification No.)



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



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


Item 5.        Other Events


In July 1998, the Company and the Metropolitan Water District of
Southern California ("Metropolitan") approved basic principles and
terms for a 50-year agreement for the Cadiz Groundwater Storage &
Dry-Year Supply Program ("Cadiz Program"), a cooperative water
management effort between Cadiz and Metropolitan. The principles and
terms for agreement provided that Metropolitan will, during wet
years or periods of excess supply, store surplus water from its
Colorado River Aqueduct in the groundwater basins underlying the
Company's eastern Mojave Desert 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 conveyance pipeline back to the
aqueduct and into Metropolitan's service area.

     On January 6, 2001, Metropolitan, following extensive
negotiations with the Company to further refine and finalize these
basic principles and terms, submitted definitive economic terms and
responsibilities ("Definitive Terms") for the Cadiz Program to its
Board of Directors for anticipated consideration at a forthcoming
Board meeting.  Refinements have been subsequently made to those
Definitive Terms and were presented to Metropolitan's Board of
Directors on March 12, 2001. At that time, the Special Oversight
Committee ("Committee")of Metropolitan directors, charged with
negotiating the Definitive Terms, unanimously recommended approval
of the proposed Definitive Terms. A summary of the refined
Definitive Terms, as recommended by the Committee and presented to
Metropolitan's Board, is attached as Exhibit 99.1.

     Until consideration and action by both the Company's and
Metropolitan's Boards, the proposed Definitive Terms will remain
subject to change.  In addition, execution of a final agreement
would be contingent upon and subject to completion of the ongoing
environmental review process for the Cadiz Program.



Item 7.   Exhibits

99.1 Summary of Metropolitan-Cadiz Definitive Economic Terms &
          Responsibilities dated March 6, 2001.


                             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 hereunto duly authorized.


                              Cadiz Inc.



                              By: /s/ Stanley E. Speer
                              ________________________
                                 Stanley E. Speer
                                 Chief Financial Officer

Dated:  March 12, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99mar8k.txt
<TEXT>

                                                          EXHIBIT 99.1

                              SUMMARY OF
                   METROPOLITAN-CADIZ ECONOMIC TERMS
                             March 6, 2001


1.   PROGRAM PURPOSE

     *    To help keep the Colorado River Aqueduct full through better
          management of available wet-year supplies and through new
          storage and dry-year supply from the Cadiz Groundwater
          Basin.

     *    To provide long-term protections for southern California's
          consumers through water supply reliability and program cost
          curbs.

     *    To protect the environment through an extensive Groundwater
          Monitoring and Management Plan without added cost to
          Metropolitan.

     *    To protect Metropolitan's investment by means of Program
          land and facility security interests.

2.   TERM                          50 years

3.   CAPITAL FACILITIES COSTS      Estimated at $150,000,000.
                                   Metropolitan and Cadiz shall
                                   equally share capital costs.  Each
                                   party shall be responsible for
                                   financing its portion of the
                                   capital costs.

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

5.   MITIGATION COSTS              Metropolitan and Cadiz shall
                                   share equally the capital costs,
                                   under the $150,000,000 total
                                   capital cap, required for
                                   mitigation at outset of the
                                   Program.  Cadiz shall assume
                                   remaining mitigation costs,
                                   including the ongoing annual cost
                                   of operating the Groundwater
                                   Monitoring and Management Plan
                                   ("Management Plan").

6.   PROGRAM DESCRIPTION, OPERATIONS, & PAYMENTS

*    Storage Component:

     *    Metropolitan shall receive exclusive rights from Cadiz to
          store water in the Cadiz Basin including the right to store
          up to 1.0 MAF of water at any given time.  Capital
          Facilities of the Program will have sufficient capacity to
          move up to 150,000 acre-feet per year (AF/Y) in or out of
          storage.

     *    Metropolitan shall pay $50/acre-foot ("AF") for "putting"
          water into the storage and $40/AF for "taking" stored water
          out; a total of $90/AF to cycle water into and out of the
          basin.  These fees will be adjusted by CPI, starting from
          the date of approval of contract "as to form" by
          Metropolitan's Board of Directors.

     *    Metropolitan's total minimum commitment for storage is
          900,000 AF. Metropolitan will pay for the initial 600,000 AF
          of put and take activity upon final contract execution and
          completion of the environmental review ($54,000,000 before
          CPI adjustment).  Metropolitan will pay for an additional
          300,000 AF of put and take activity payable as 30,000 AF per
          year during Years 5-14 of Program operations ($27,000,000
          before CPI adjustment).

*    Transfer Component:

     *    The Metropolitan service area will receive up to 1.5 MAF of
          indigenous water through transfer over the 50-year term of
          the agreement.

     *    Metropolitan shall pay for 30,000 AF/Y of indigenous
          groundwater for 25 years at a $230/AF Transfer Fee, subject
          to a fair market value adjustment as described below,
          extracting the water or leaving it for future extraction at
          Metropolitan's option.  No further payment to Cadiz is made
          when the water in extracted.

     *    The Transfer Fee will adjust based on movements in the "fair
          market value", which shall be determined up to once a year
          beginning after the first year of operations.  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/AF, then the
          adjusted Transfer Fee shall be $230 + 50% * ($350 - $230) =
          $290/AF.  Annual price changes are limited to 15%.

     *    If there is water in excess to the purchases above, Cadiz
          may elect to sell up to an additional 30,000 AF/Y of
          indigenous groundwater for the first 25 years of the program
          to third parties in Metropolitan's service area.
          Alternatively Cadiz may require Metropolitan to purchase
          this water at a fixed price of $230/AF.  Metropolitan may
          extract the water or leave it for future extraction at
          Metropolitan's option.  No further payment to Cadiz is made
          when the water in extracted.

     *    Metropolitan's total potential commitment for the life of
          the Program will be 1.5 MAF of indigenous groundwater at a
          minimum payment of $345,000,000 (before any fair market
          value adjustment).

     *    All transfers of indigenous groundwater, whether to
          Metropolitan or third parties, will be subject to the
          determination that the water is available for extraction and
          transfer without causing significant environmental impacts
          in accordance with the terms and conditions of the
          Management Plan.

     *    Cadiz' sales to third parties within Metropolitan's service
          area require 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.  At its sole discretion, Metropolitan may
          elect to exchange other water for delivery to Cadiz
          customers and "bank" the water Cadiz has sold. No further
          payment to Cadiz is made when "banked" water in extracted.

     *    If indigenous water supplies are determined to exceed 1.7
          MAF, Metropolitan has the option to purchase one-half of
          this excess at the Transfer Fee in effect under the
          contract.  Cadiz may sell the other half to third parties
          utilizing unused capacity in Metropolitan's system.

     7.WATER QUALITY

    *      Cadiz groundwater and Metropolitan's Colorado River water
          meet all existing federal and state water quality standards.

     *    Metropolitan shall be responsible to ensure, at its expense,
          that Colorado River water introduced into the Cadiz
          groundwater basin, at a minimum, meets federal and state
          water quality standards applicable to the Colorado River
          Aqueduct at the time of introduction.

     *    Cadiz shall be responsible to ensure, at its expense, that
          indigenous groundwater introduced into the Metropolitan
          delivery system, at a minimum, meet federal and state water
          quality standards applicable to the CRA at the time of
          introduction.

     *    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 each parties' contribution to
          exceedance of the standard.

     *    In recognition of water quality and water supply benefits
          provided by the indigenous water, Metropolitan shall not
          impose any ambient quality requirements on the indigenous
          groundwater as long as it continues to meet federal and
          state water quality standards.

8.   RISK ALLOCATION AND SECURITY

*    Security Interest:

     *    Cadiz will establish a separate single-purpose corporate
          entity meeting criteria specified by Metropolitan to protect
          the Program assets from Cadiz' creditors.  The new corporate
          entity shall establish financing for the Cadiz obligations
          subject to Metropolitan's review and approval.  Cadiz may
          propose other security that, in Metropolitan discretion,
          provides the same security as this single-purpose corporate
          entity.  In addition, Metropolitan shall receive a security
          interest in land, improvements and water rights in the Cadiz
          property located in the Program area.  Such security
          interest will only be subordinate to (a) direct construction
          liens on the Cadiz interest in the capital facilities
          provided that these liens do not encumber Metropolitan's
          operation of the Program and (b) liens on Program area lands
          owned by the separate single purpose corporate entity and
          approved by Metropolitan, not to exceed $25,500,000.

*    Yield Determination:

     *    The parties, in accordance with the Groundwater Monitoring
          and Management Plan and in compliance with all applicable
          permit requirements, will operate the Program during the
          initial five years to assist in continuous assessment of the
          expected yield of the groundwater basin over the life of the
          Program.  The expected yield will be reassessed every two
          years.  If the parties cannot agree, the issue will be
          submitted to binding arbitration.

     *    Metropolitan's purchases of indigenous water and Cadiz'
          option to sell indigenous groundwater to third parties or
          put the water to Metropolitan will be limited by the amount
          of the expected yield determined in accordance with the
          Management Plan.

*    Litigation:

     *    Either party may suspend performance, if it is reasonable to
          do so, in the event of litigation against the Program.  The
          parties shall equally share defense of any potential
          litigation.  If, after the parties have commenced Program
          operations, there is a final legal determination that
          permanently prevents future Program operations, Cadiz shall
          repay Metropolitan for any storage payments that cannot be
          used and up to 300,000 AF of transfer payments.  Otherwise,
          each party shall bear the loss of its investment in the
          Program.

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