As filed with the Securities and Exchange Commission on December 12, 2001
                                          Registration No. ________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           __________
                            FORM S-3
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                           ----------
                           CADIZ INC.
     (Exact name of registrant as specified in its charter)

       Delaware                                    77-0313235
 (State or jurisdiction of                      (I.R.S. Employer
incorporation or organization)                 Identification No.)
                     100 Wilshire Boulevard
                           Suite 1600
               Santa Monica, California 90401-1111
                         (310) 899-4700

(Address, including zip code, and telephone number, including area
       code, of registrant's principal executive offices)

                     Jennifer Hankes Painter
               Vice President and General Counsel
                     100 Wilshire Boulevard
                           Suite 1600
               Santa Monica, California 90401-1111
                         (310) 899-4700

(Name, address, including zip code, and telephone number, including
area code, of agent for service)
                        -----------------

                  Copies of communications to:
                   HOWARD J. UNTERBERGER, ESQ.
                   CHRISTINA LYCOYANNIS, ESQ.
                        Miller & Holguin
              1801 Century Park East, Seventh Floor
                  Los Angeles, California 90067
                         (310) 556-1990
                        -----------------

Approximate date of commencement of proposed sale to the public:
 From time to time after the effective date of this Registration
                            Statement

   If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: ______

   If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box.   X
               ----
   If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.  _____

   If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  _____

  If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ____


                 CALCULATION OF REGISTRATION FEE

    Title of                      Proposed
  Each Class                      Maximum      Proposed
 of Securities       Amount       Offering     Maximum      Amount of
    to be            to be         Price      Aggregate    Registration
 Registered       Registered      Per Unit  Offering Price     Fee
 -----------     --------------   --------  --------------  -----------
Common Stock,
Par  Value
$.01  Per
Share         1,623,184 Shares(1) $ 7.91(2) $12,839,385.44 $ 3,068.61

Warrants for
the Purchase
of Common
Stock           215,000 Warrants(3)
_______________________________

(1)  The shares of common stock which may be offered by the
     selling securityholders pursuant to this registration
     statement include but are not limited to:  (i) up to 215,000
     shares of common stock issuable upon the exercise of
     warrants (the "Warrants"); (ii) up to 684,092 shares of
     common stock (x) issuable upon the conversion of $3,750,000
     principal amount of Series E-1 Convertible Preferred Stock
     and/or (y) issuable as stock dividends on the Series E-1
     Convertible Preferred Stock; and (iii) up to 684,092 shares
     of common stock (x) issuable upon the conversion of
     $3,750,000 principal amount of Series E-2 Convertible
     Preferred Stock and/or (y) issuable as stock dividends on
     the Series E-2 Convertible Preferred Stock.  In addition to
     the shares of common stock set forth in the table above, the
     amount to be registered includes an indeterminate number of
     additional shares of common stock which may become issuable
     by virtue of the application of anti-dilution provisions of
     the Warrants, Series E-1 Convertible Preferred Stock and
     Series E-2 Convertible Preferred Stock.  Such additional
     shares are covered by this registration statement in
     accordance with Rule 416 of Regulation C under the
     Securities Act of 1933.

(2)  Estimated solely for the purpose of calculating the
     registration fee, and based, pursuant to Rule 457(c), on the
     average of the high and low prices of the Registrant's
     common stock as reported by Nasdaq for December 6, 2001,
     which date is within five business days prior to the initial
     filing date of this registration statement.

(3)  No  fee for registration of the Warrants is required by virtue
     of the last sentence of Rule 457(g).

     The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.


PROSPECTUS

          DATED December 12, 2001 SUBJECT TO COMPLETION

                           CADIZ INC.
 WARRANTS FOR THE PURCHASE OF 215,000 SHARES OF COMMON STOCK AND
 1,623,184 SHARES OF COMMON STOCK, INCLUDING 1,583,184 SHARES OF
      COMMON STOCK UNDERLYING WARRANTS AND PREFERRED STOCK

     The selling securityholders are offering and selling warrants
to purchase 215,000 shares of common stock and 215,000 shares of
common stock issuable upon the exercise of these warrants, plus an
additional 1,408,184 shares of common stock, 1,368,184 of which
are issuable upon conversion of, or as payment of stock dividends
on, Cadiz's newly issued Series E-1 and Series E-2 Convertible
Preferred Stock.  We do not know when or how the selling
securityholders intend to sell their shares or warrants or what
the price, terms or conditions of any sales will be.  The selling
securityholders may sell the shares or warrants directly or
through underwriters, dealers or agents, who may receive
compensation.  The selling securityholders may sell the shares or
warrants in privately negotiated transactions and may also sell
the shares in market transactions.  Cadiz will not receive any
proceeds from the sale of the shares or warrants by the selling
securityholders.  However, Cadiz will receive the exercise price
of the warrants if and when they are exercised, unless the
warrants are exercised pursuant to a "cashless exercise"
provision, as described in the section of this prospectus called
"Description of Securities" on page 2.

     The warrants entitle the holders to purchase common stock at
varying exercise prices per share, subject to adjustment if
certain events occur.  For a more detailed description of the
terms of the warrants, please see the section of this prospectus
called "Description of Securities" on page 2.

     Cadiz's common stock is traded on the Nasdaq National Stock
Market System under the symbol "CLCI."  On December 11, 2001, the
last reported sale price of our common stock on Nasdaq was $8.28.
                           ___________

     AN INVESTMENT IN THESE SECURITIES IS RISKY.  YOU SHOULD
PURCHASE THESE SECURITIES IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT.  PLEASE SEE THE RISK FACTORS BEGINNING ON PAGE 4 T0
READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING
SHARES OF COMMON STOCK OR WARRANTS TO PURCHASE COMMON STOCK.
                           ___________

  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR  ANY STATE
   SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
   SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                            OFFENSE.

      The date of this prospectus is ______________, 200__.

                        TABLE OF CONTENTS
                                                  Page

Notice About Forward Looking Statements. . . . . . . . . . . . i

About Cadiz and Sun World. . . . . . . . . . . . . . . . . . . 1

Recent Developments. . . . . . . . . . . . . . . . . . . . . . 2

Description of Securities. . . . . . . . . . . . . . . . . . . 2

Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . .4

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 9

Sales by Selling Securityholders. . . . . . . . . . . . . . . 10

Plan of Distribution. . . . . . . . . . . . . . . . . . . . . 12

Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . .14

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . .14

Where You Can Find More Information. . . . . . . . . . . . . .14


             NOTICE ABOUT FORWARD-LOOKING STATEMENTS


     Information presented in this prospectus, and in other
documents which are incorporated by reference in this prospectus
under the section of this prospectus entitled "Where You Can Find
More Information," that discusses financial projections,
information or expectations about our business plans, results of
operations, products or markets, or otherwise makes statements
about future events, are forward-looking statements.  Forward-
looking statements can be identified by the use of words such as
"intends," "anticipates," "believes," "estimates," "projects,"
"forecasts," "expects," "plans," and "proposes."  Although we
believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there are a number
of risks and uncertainties that could cause actual results to
differ materially from these forward-looking statements.  These
include, among others, the cautionary statements in the "Risk
Factors" section of this prospectus beginning on page 4.  These
cautionary statements identify important factors that could cause
actual results to differ materially from those described in the
forward-looking statements.  When considering forward-looking
statements in this prospectus, you should keep in mind the
cautionary statements in the "Risk Factors" section and other
sections of this prospectus, and other cautionary statements in
documents which are incorporated by reference in this prospectus
under the section of this prospectus entitled "Where You Can Find
More Information."


                    ABOUT CADIZ AND SUN WORLD

     Cadiz's primary businesses consist of water resource
management and agricultural operations on both a domestic and
international scope.  Our assets encompass landholdings with high-
quality groundwater resources, prime agricultural properties
located throughout central and southern California with secure and
reliable water rights, and other contractual water rights.  We
believe that our access to water provides us with a competitive
edge both as a major agricultural concern and as a supplier of
water.

     Our wholly-owned subsidiary, Sun World International, Inc.,
is one of the largest developers, growers, packers and marketers
of proprietary fruits and vegetables in California.  Sun World
also adds valuable water rights to our existing water resource
management operations.  We also hold properties that are underlain
by excellent groundwater resources with potential for water
storage and supply programs, and agricultural, municipal,
recreational and industrial development.  We expect to utilize our
resources to participate in a broad variety of water storage and
supply, transfer, exchange and conservation programs with public
agencies and other parties.

     We continually seek to develop and manage our water and
agricultural resources for their highest and best uses.  We also
continue to evaluate acquisition opportunities which are
complementary to our current portfolio of water and agricultural
resources.

     Our principal executive offices are located at 100 Wilshire
Boulevard, Suite 1600, Santa Monica, California 90401-1111 and our
telephone number is (310) 899-4700.

                       RECENT DEVELOPMENTS

     On October 22, 2001 and November 28, 2001, we issued newly
authorized Series E-1 Convertible Preferred Stock and Series E-2
Convertible Preferred Stock, respectively, for total
consideration of $7,500,000.  The proceeds of these financing
transactions will be used for general corporate and working
capital purposes.  We issued the Series E-1 and Series E-2
Convertible Preferred Stock to two indirectly affiliated
investment funds, OZ Master Fund, Ltd. and OZF
Credit Opportunities Master Fund, Ltd.  As additional
consideration in connection with these transactions, Cadiz issued
40,000 shares of common stock and warrants to purchase 215,000
shares of common stock.  70,000 of these warrants are exercisable
immediately at an exercise price of $7.50 per share, subject to
adjustment in certain circumstances, and expire on October 22,
2004.  An additional 70,000 of these warrants are exercisable
immediately at an exercise price of $7.50 per share, subject to
adjustment in certain circumstances, and expire on November 28,
2004.  The remaining 75,000 warrants, which have an exercise
price of $7.50, may become exercisable, if at all, at certain
times and only if certain conditions occur.  See the section of
this prospectus called "Description of Securities" on page 2 for
a more detailed description of the terms of these warrants.

                    DESCRIPTION OF SECURITIES

     The selling securityholders are selling under this prospectus
warrants to purchase up to 215,000 shares of common stock, the
common stock issuable upon the exercise of these 215,000 warrants
and 1,408,184 additional shares of common stock, 1,368,184 of
which are issuable upon conversion of, or as payment of stock
dividends on, our Series E-1 and Series E-2 Convertible Preferred
Stock.

     The description of our common stock is contained in our
registration statement filed with the SEC on Form 8-A on May 8,
1984, as amended by reports on Form 8-K filed with the SEC on May
26, 1988, June 2, 1992 and May 18, 1999.

     The 215,000 warrants covered by this prospectus are held by
OZ Master Fund, Ltd. or OZF Credit Opportunities Master Fund, Ltd.
70,000 of these warrants are exercisable immediately at an
exercise price of $7.50 per share, subject to adjustment in
certain circumstances, and expire on October 22, 2004.  An
additional 70,000 of these warrants are exercisable immediately at
an exercise price of $7.50 per share, subject to adjustment in
certain circumstances, and expire on November 28, 2004.  37,500 of
the remaining 75,000 warrants are exercisable at an exercise price
of $7.50 per share, subject to adjustment in certain
circumstances, at certain times and only if we elect to convert
our Series E-1 Convertible Preferred Stock into common stock on or
prior to October 22, 2002, and the conditions for conversion as
set forth in the terms governing our Series E-1 Convertible
Preferred Stock are satisfied, including the condition that the
closing price for our common stock for any 30 consecutive trading
day period ending not more than five trading days prior to
submission of a notice of conversion has exceeded $10.50.  If we
elect to convert our Series E-1 Convertible Preferred Stock, then
these 37,500 warrants will be exercisable for a period of three
years from the date of conversion.  The remaining 37,500 warrants
are exercisable at an exercise price of $7.50 per share, subject
to adjustment in certain circumstances, at certain times and only
if we elect to convert our Series E-2 Convertible Preferred Stock
into common stock on or prior to October 22, 2002, and the
conditions for conversion as set forth in the terms governing our
Series E-2 Convertible Preferred Stock are satisfied, including
the condition that the closing price for our common stock for any
30 consecutive trading day period ending not more than five
trading days prior to submission of a notice of conversion  has
exceeded $10.50.  If we elect to convert our Series E-2
Convertible Preferred Stock, then these remaining 37,500 warrants
will be exercisable for a period of three years from the date of
conversion.

     The exercise price and number of shares of common stock which
may be purchased upon exercise of any of the warrants held by the
OZ Master Fund, Ltd. and OZF Credit Opportunities Master Fund, Ltd.
are subject to certain "anti-dilution" adjustments in the event
of any:

     * Common stock dividend or other distribution to holders of
       common stock of additional shares of common stock;

     * Subdivision, reclassification or combination of common stock;

     * Issuance to all holders of common stock of rights or
       warrants to purchase shares of common stock at a price less
       than the exercise price of the warrants;

     * Declaration of any dividend outside the ordinary course of
       business;

     * Issuance of common stock at a price less than the exercise
       price of the warrants; or

     * Issuance of securities convertible into or exchangeable for
       shares of common stock at a price less than the exercise
       price of the warrants.

     In addition, if the registration statement of which this
prospectus forms a part is not declared effective by the SEC on or
prior to March 28, 2002, then Cadiz is obligated to reduce the
exercise price of the 215,000 warrants held by the OZ Master Fund, Ltd.
and OZF Credit Opportunities Master Fund, Ltd. and covered by this
prospectus by twenty-five cents ($0.25) and will be further obligated
to reduce the exercise price by an additional twenty-five cents ($0.25)
for each subsequent 30-day period during which the registration statement
is not declared effective.  However, the exercise price of the warrants
will never be less than zero.

     Each of the warrants covered by this prospectus contains a
"cashless exercise" provision.  This provision allows the warrant
holder to pay the exercise price of the warrant by accepting a
number of shares of common stock equal to the number of shares of
common stock appearing on the face of the warrant multiplied by a
fraction, the numerator of which is the excess of the current
market price of the common stock over the exercise price of the
warrant, and the denominator of which is the current market price
of the common stock.

                          RISK FACTORS

     An investment in shares of Cadiz common stock or warrants to
purchase shares of Cadiz common stock involves a high degree of
risk.  You should carefully consider the following factors as well
as the other information contained and incorporated by reference
in this prospectus before deciding to invest.

     WE HAVE A HISTORY OF OPERATING LOSSES.  Our net losses were
approximately $7.5 million for the fiscal year ended December 31,
1998, approximately $8.6 million for the fiscal year ended
December 31, 1999 and approximately $22.5 million for the fiscal
year ended December 31, 2000.  We had accumulated deficits of
approximately $78.3 million at December 31, 1998, approximately
$86.9 million at December 31, 1999 and approximately $109.3
million at December 31, 2000.  Until such time, if ever, as we
generate significant revenues from our water development
projects, our consolidated results of operations will be largely
dependent upon the results of our agricultural operations as
conducted through our Sun World subsidiary.  We cannot predict
what effect the operations of Sun World will have on our overall
business operations in the next several years.

     OUR BUSINESS IS SUBJECT TO RISKS INHERENT IN AGRICULTURAL
OPERATIONS.  As a result, we cannot assure you that our
agricultural operations will be commercially profitable.
Numerous factors can affect the price, yield and marketability of
our crops.  Crop prices may vary greatly from year to year as a
result of the relationship between production and market demand.
For example, the production of a particular crop in excess of
demand in any particular year will depress market prices, and
inflationary factors and other unforeseeable economic changes may
also, at the same time, increase our operating costs.  There are
also other factors outside of our control that could adversely
affect our agricultural operations.  These include adverse
weather conditions, insects, blight or other diseases, labor
boycotts or strikes and shortages of competent laborers. Our
operations may also be adversely affected by changes in
governmental policies and industry production levels.

     WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR WATER
DEVELOPMENT PROJECTS.  We anticipate that we will continue to
incur operating losses from our non-agricultural operations until
we receive significant revenues from the implementation of our
water development projects, including the Cadiz Groundwater
Storage and Dry-Year Supply Program.  Under the proposed terms of
the program, during wet years, the Metropolitan Water District of
Southern California will store surplus Colorado River water in
the aquifer system underlying our property and during dry years,
the stored water, together with indigenous ground water, will be
extracted and delivered via a conveyance pipeline to
Metropolitan's service area.  The completion and profitability of
our water development projects are dependent upon a number of
factors, including our ability to:

     * Reach agreement with various public water agencies on the
       final terms of our water storage and supply programs,
       including agreement with the Metropolitan Water District of
       Southern California on the final terms of the Cadiz
       Groundwater Storage and Dry-Year Supply Program;

     * Secure additional financing, as described below under the
       risk factor entitled, "We may not be able to secure the
       additional financing which we need in order to implement our
       water development projects";

     * Obtain all necessary regulatory approvals and permits; and

     * Complete the required environmental review process, as
       described below under the risk factor entitled,
       "Environmental regulators may not approve the implementation
       of our water development projects."

  Other factors which may affect the feasibility of our water
supply projects include:

     * Litigation by environmental groups to prevent
       implementation of our water supply projects, as described
       below under the risk factor entitled, "The implementation of
       our water supply projects may be delayed if opponents
       commence litigation;"

    *  Unforeseen technical difficulties which could result in
       construction delays;

    *  Cost increases;

    *  Hydrologic risks of variable water supplies;

    * Risks presented by allocations of water under existing and
      prospective priorities; and

    * Risks of adverse changes to U.S. federal, state and local
      laws, regulations and policies.

     ENVIRONMENTAL REGULATORS MAY NOT APPROVE THE IMPLEMENTATION
OF OUR WATER DEVELOPMENT PROJECTS.  Groundwater development, and
the export of surplus groundwater for sale to single entities
such as public water agencies, are not subject to regulation by
existing statutes, other than general environmental statutes
applicable to all development projects. We anticipate that we
will obtain the required federal and local environmental
regulatory approvals of the Cadiz Groundwater Storage and Dry-
Year Supply Program by the spring of 2002 and that the program
will be operational within 18 months after we obtain these
environmental approvals.  However, we cannot assure you that we
will be successful in obtaining the necessary environmental
approvals, or that even if we obtain these approvals, that we
will be successful in implementing the Cadiz Groundwater Storage
and Dry-Year Supply Program.  Nor can we assure you that we will
be able to receive regulatory approvals for, or successfully
implement, any of our other water development projects.

     THE IMPLEMENTATION OF OUR WATER SUPPLY PROJECTS MAY BE
DELAYED IF OPPONENTS COMMENCE LITIGATION.  If we are successful
in obtaining the necessary approvals from environmental
regulators to implement our water supply projects, including the
Cadiz Groundwater Storage and Dry-Year Supply Program, we may
face challenges from environmental groups and other opponents of
our water supply projects.  If these groups commence litigation
after environmental regulators approve the Cadiz Groundwater
Storage and Dry-Year Supply Program, the implementation of the
program may be significantly delayed.

     WE MAY NOT BE ABLE TO SERVICE OUR SUBSTANTIAL INDEBTEDNESS,
WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT IN CADIZ.  As of
December 11, 2001, Cadiz has approximately $10.1 million of
indebtedness outstanding under a term loan and approximately $15
million of indebtedness outstanding under a revolving credit
facility.  Both of these loans mature on January 31, 2002.  Sun
World's primary indebtedness includes $115 million outstanding
11-1/4% First Mortgage Notes due April 15, 2004, $5 million of
indebtedness under an unsecured term loan and any borrowings it
may have at any given time under a $30 million revolving credit
facility to meet its significant seasonal working capital needs.
As of December 11, 2001, Sun World had no indebtedness outstanding
under this revolving credit facility; however, it may make
borrowings under this facility in the future.  We cannot assure
you that we will be able to generate sufficient cash flow to
service our indebtedness.  The Cadiz indebtedness is secured by
substantially all of our non-Sun World assets.  The Sun World
notes are secured by a first lien on substantially all of the
assets of Sun World and its subsidiaries, other than growing
crops, crop inventories and accounts receivable, which secure the
Sun World revolving credit facility.  The Sun World notes are
also secured by the stock of Sun World held by Cadiz.  If we
cannot generate sufficient cash flow to service our indebtedness,
or otherwise fail to comply with the covenants of agreements
governing our indebtedness, we may default on our obligations.  A
default on one or more of our loans may result in a loss of our
investment in Sun World or a loss of your investment in Cadiz.

     OUR EXISTING CREDIT FACILITIES MAY NOT BE SUFFICIENT TO MEET
OUR SEASONAL CASH FLOW REQUIREMENTS AND WE MAY NOT BE ABLE TO
SECURE ADDITIONAL FINANCING TO MEET OUR WORKING CAPITAL NEEDS.
Sun World is depending upon a revolving credit facility under
which it can borrow up to $30 million and a $5 million unsecured
term loan to meet its significant seasonal working capital needs.
The Sun World revolving credit facility expired in February 2001
but was renewed through November 30, 2002.  We anticipate that we
will be able to continue to renew the Sun World revolving credit
facility and that credit available under the Sun World revolving
credit facility, along with intercompany loans, will be
sufficient to meet Sun World's current seasonal cash flow
requirements. However, we cannot assure you that we will be
successful in renewing the facility, or that if our current lender
does not renew the facility or the facility is not sufficient to
fund our working capital needs, that we will be able to obtain
credit elsewhere.  New lenders may be reluctant to extend
additional financing due to the substantial amount of our
existing indebtedness and the restrictive terms governing this
indebtedness.  Therefore, we cannot assure you that we will be
able to continue to obtain sufficient funding for our working
capital, capital expenditures, acquisitions, and other corporate
purposes.

     WE MAY NOT BE ABLE TO SECURE THE ADDITIONAL FINANCING WHICH
WE NEED IN ORDER TO IMPLEMENT OUR WATER DEVELOPMENT PROJECTS.  As
we continue to pursue our business strategy, we may require
additional financing in connection with our water development
projects.  Under currently negotiated terms, Cadiz and
Metropolitan will equally share the responsibility for funding
the design, construction and implementation costs of the capital
facilities for the Cadiz Groundwater Storage and Dry-Year Supply
Program.  We are analyzing alternatives for funding our share of
the estimated $150 million cost of the program capital
facilities.  These funding alternatives include:

     *    long-term financing arrangements; and

     *    utilization of monies which we will receive from
          Metropolitan for its initial purchase of indigenous
          groundwater or storage rights.

We believe that several alternative long-term financing
arrangements are available.  However, we cannot assure you that
we will be successful in obtaining long-term financing to
implement the Cadiz Groundwater Storage and Dry-Year Supply
Program or any of our other water development projects.

     OUR ABILITY TO RECEIVE DIVIDENDS FROM SUN WORLD IS
RESTRICTED.  Our ability to receive distributions from Sun
World's cash flow is restricted by a series of covenants in the
indenture governing the Sun World's $115 million of 11-1/4% First
Mortgage Notes due April 15, 2004.  These covenants do not allow
for the payment of dividends unless various financial tests and
ratios are met.

     Sun World's agricultural operations are affected by 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 a
loss with respect to its agricultural operations in the other
months during the year.

     OUR FAILURE TO MAINTAIN COMPLIANCE WITH ENVIRONMENTAL AND
OTHER SAFETY REGULATIONS COULD CAUSE A DECLINE IN THE VALUE OF
OUR PROPERTIES AND LOWER THE PROFITS OF OUR AGRICULTURAL
OPERATIONS.  Our agricultural operations are subject to a broad
range of evolving federal, state and local environmental laws and
regulations.  These regulations govern how we handle, store,
transport and dispense products identified as hazardous materials
which are generated in the normal course of our agricultural
operations.  If we do not properly comply with environmental
regulations governing the handling of our hazardous materials, we
may be subject to liability for the cleanup of these substances.
The costs of cleanup may be substantial.  Our failure to comply
with these environmental regulations may also cause a decline in
the value of our properties.

     Our agricultural operations are also subject to regulations
enforced by the U.S. Food and Drug Administration, the U.S.
Department of Agriculture and other federal, state, local and
foreign environmental and health authorities.  These regulations
establish standards for the safety of food products.  If we
violate these regulations, we may be prevented from selling our
agricultural products and become exposed to potential tort
liability.  These events could have a material adverse effect on
the marketing of our agricultural products and on our
agricultural business, financial condition and results of
operations.

     ENVIRONMENTAL REGULATIONS GOVERNING WATER QUALITY MAY AFFECT
THE PRICE AND TERMS UPON WHICH WE SELL OUR SURPLUS WATER OR WATER
RIGHTS.  Both the U.S. Environmental Protection Agency and the
California Department of Health Services promulgate regulations
governing water quality standards and maximum contaminant levels.
These regulations affect water agencies that supply water
directly to consumers. As these regulations affect agencies that
may buy or lease water from us, we have agreed to be
contractually bound by these regulations.  We may not be able to
sell our surplus water or water rights to water agencies at
optimal prices unless we are able to comply with these water
safety regulations.  We believe that our water meets current
standards; however, changes in standards for certain
contaminants, such as arsenic and chromium-6, are possible.

     IF WE ARE UNABLE TO CREATE MARKETPLACE RECOGNITION OF THE
HIGH QUALITY OF OUR TRADEMARKED BRANDS OF PRODUCE, OUR
AGRICULTURAL BUSINESS MAY BECOME MORE VULNERABLE TO PRICE
COMPETITION AND OUR SALES MAY BE REDUCED.  The agricultural
business is characterized by a limited number of large
international food companies, as well as a large number of
smaller independent growers and grower cooperatives, including
numerous growers from Mexico.  No single competitor has a
dominant market share in the agricultural industry due to the
regionalized nature of these businesses.  In order to compete
effectively, we emphasize recognition of our trademarked brands
and association of these brands with high quality food products.
We also maximize our competitive position by focusing on customer
service and consumer marketing programs, as well as harvesting
our agricultural products at optimal selling times.  If our
marketing efforts do not generate sufficient demand for our
agricultural products, we may have to lower our prices to be
competitive with other producers and our sales could be reduced.

     WE MAY NOT BE ABLE TO PRICE OUR WATER ON A COMPETITIVE BASIS
IF WE DO NOT DEVELOP COST-EFFECTIVE METHODS OF CONSTRUCTING AND
MAINTAINING DELIVERY SYSTEMS FOR OUR SURPLUS WATER.  We face
competition in the development of water resources associated with
our properties from several competitors, some of which have
significantly greater resources than we do.  Since California has
scarce water resources and an increasing demand for available
water, we believe that price and reliability of delivery are the
principal competitive factors affecting transfers of water in
California.  We cannot assure you that we will be successful in
developing cost-effective methods of constructing and maintaining
delivery systems for our surplus water.

     OUR CHARTER DOCUMENTS CONTAIN CERTAIN ANTI-TAKEOVER
PROVISIONS AND A RIGHTS PLAN WHICH COULD MAKE IT MORE DIFFICULT
FOR THIRD PARTIES TO ACQUIRE OR MAKE A BID FOR THE COMPANY.
These provisions could limit the price that certain investors
might be willing to pay in the future for shares of our common
stock.  In addition, shares of our preferred stock may be issued
in the future without further stockholder approval and upon such
terms and conditions and having such rights, privileges and
preferences, as the Board of Directors may determine.  We have
recently issued, without stockholder approval, 3,750 shares of
Series E-1 convertible preferred stock and 3,750 shares of Series
E-2 convertible preferred stock.  We also have outstanding 5,000
shares of Series D convertible preferred stock.  The rights of
the holders of common stock will be subject to, and may be
adversely affected by, the rights of the holders of the Series D,
Series E-1 and Series E-2 convertible preferred stock and the
rights of any holders of preferred stock that may be issued in
the future.  The issuance of preferred stock, while providing
desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of our outstanding voting
stock.  In addition, we have adopted a stockholder rights plan
that, along with certain provisions of our Certificate of
Incorporation, may have the effect of discouraging certain
transactions involving a change of control of our company.

     THE EXERCISE OF OUR CONVERTIBLE SECURITIES MAY DILUTE OUR
EARNINGS PER SHARE.  The issuance of shares of our common stock
upon exercise of outstanding options and warrants and conversion
of outstanding preferred stock may have certain dilutive effects,
including dilution of our earnings per share.

     THE SALE OF THE SHARES COVERED BY THIS PROSPECTUS MAY CAUSE
DOWNWARD PRESSURE ON OUR COMMON STOCK.  The registration for
resale of common stock under this prospectus increases the number
of outstanding shares of our common stock eligible for resale.
The sale, or availability for sale, of these shares could cause
decreases in the market price of our common stock, particularly
in the event that a large number of shares were sold in the
public market over a short period of time.

     WE HAVE NOT PAID DIVIDENDS ON OUR COMMON STOCK.  To date, we
have never paid a cash dividend on common stock, and our ability
to pay such dividends is subject to certain covenants pursuant to
agreements with our lenders.

                         USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling
securityholders of our common stock or warrants to purchase common
stock.  However, we will receive an amount equal to the exercise
price of the warrants if and when any of these warrants are
exercised, unless a selling securityholder exercises its warrants
pursuant to a "cashless exercise" provision.  This provision
allows the securityholder to pay the exercise price of the warrant
by accepting a number of shares of common stock equal to the
number of shares of common stock appearing on the face of the
warrant multiplied by a fraction, the numerator of which is the
excess of the current market price of the common stock over the
exercise price of the warrant, and the denominator of which is the
current market price of the common stock.  We intend to use the
net proceeds, if any, from the exercise of the warrants for
working capital and general corporate purposes.  Temporarily, we
may invest the net proceeds from the exercise of the warrants, if
any, in high grade short term interest bearing investments.

                SALES BY SELLING SECURITYHOLDERS

     The selling securityholders are offering warrants to purchase
up to 215,000 shares of Cadiz common stock and the common stock
issuable upon the exercise of these 215,000 warrants, plus an
additional 1,408,184 shares of Cadiz common stock, of which
1,368,184 shares are issuable upon conversion of, or as payment of
stock dividends on, Cadiz's Series E-1 and Series E-2 Convertible
Preferred Stock.  The following table sets forth, as of the date
of the prospectus, the name of the selling securityholders, the
number of shares of common stock and warrants to purchase common
stock that the selling securityholders beneficially own as of
December 4, 2001, the number of shares of common stock and
warrants to purchase common stock beneficially owned by the
securityholders that may be offered for sale from time to time by
this prospectus and the number of shares and percentage of common
stock and warrants to purchase common stock to be held by the
selling securityholders assuming the sale of all the common stock
and warrants to purchase common stock offered by this prospectus.

     As of December 4, 2001, we are indebted in the amount of $5
million to OZ Master Fund, Ltd. and OZF Credit Opportunities
Master Fund, Ltd., the selling securityholders.  These two funds,
together, also own 5,000 shares of our Series D convertible
preferred stock, with an initial liquidation value of $5,000,000,
3,750 shares of our Series E-1 Convertible Preferred Stock, with
an initial liquidation value of $3,750,000 and 3,750 shares of our
Series E-2 Convertible Preferred Stock, with an initial
liquidation value of $3,750,000.  See the section of this
prospectus called "Recent Developments" on page 2.  We have been
informed by the two funds that each is a holder of some of Sun
World's $115 million 11-1/4% First Mortgage Notes due April 15,
2004.

     Except as indicated above, none of the selling
securityholders has held any position or office or had a material
relationship with Cadiz or any of its affiliates within the past
three years other than as a result of the ownership of Cadiz
preferred stock and common stock, warrants to purchase Cadiz
common stock and Sun World bonds.  Cadiz may amend or supplement
this prospectus from time to time to update the disclosure set
forth herein.

                  Securities                 Securities
                 Beneficially               Beneficially Percentage
    Name of        Owned        Securities     Owned     Ownership
    Selling       Prior to       Offered       After      After
Securityholder   Offering(1)     for sale    Offering(2) Offering(3)
--------------  ------------- ------------- ------------ -----------
OZ Master
  Fund, Ltd.    2,297,122(4)  1,082,122(5)  1,215,000(6)   3.4%(7)
OZF Credit
Opportunities
Master Fund, Ltd. 676,062(8)    541,062(9)   135,000(10)     *(11)

-------------------------
*Less than 1%.

(1)  Except as otherwise noted herein, the number and percentage
     of shares beneficially owned is determined in accordance with
     Rule 13d-3 of the Exchange Act, and the information is not
     necessarily indicative of beneficial ownership for any other
     purpose. Under such rule, beneficial ownership includes any
     shares as to which the individual or entity has sole or shared
     voting power or investment power and also any shares which the
     individual or entity has the right to acquire within 60 days
     of the date of this prospectus through the exercise of any
     stock option or other right.

(2)  Assumes the sale of all shares of common stock offered
     hereby.

(3)   Based upon 36,068,334 shares of common stock outstanding
      as of November 28, 2001.

(4)  The 2,297,122 securities beneficially owned by the selling
     securityholder prior to this offering include the 1,082,122
     securities offered for sale by the selling securityholder
     pursuant to this prospectus and as described in detail in Note
     5, plus 1,215,000 additional securities as described in detail
     in Note 6.

(5)  The 1,082,122 securities sold by the selling securityholder
     under this prospectus include:  (i) 26,666 shares of common
     stock; (ii) up to 456,061 shares of common stock issuable (x)
     upon the conversion of 2,500 shares of Series E-1 Convertible
     Preferred Stock held by the selling securityholder and/or (y) in
     lieu of cash as dividends on 2,500 shares of Series E-1
     Convertible Preferred Stock held by the selling securityholder;
     (iii) up to 456,061 shares of common stock issuable upon the
     conversion of 2,500 shares of Series E-2 Convertible Preferred
     Stock held by the selling securityholder and/or (y) in lieu of
     cash as dividends on 2,500 shares of Series E-2 Convertible
     Preferred Stock held by the selling securityholder; and (iv)
     warrants to purchase 143,334 shares of common stock and the
     common stock issuable upon the exercise of such warrants.  Of
     the 143,334 warrants, 46,667 are exercisable immediately at an
     exercise price of $7.50 per share (subject to adjustment in
     certain circumstances as described in the section of this
     prospectus called "Description of Securities" on page 2) and
     expire on October 22, 2004; 46,667 are exercisable immediately
     at an exercise price of $7.50 per share (subject to adjustment
     in certain circumstances as described in the section of this
     prospectus called "Description of Securities" on page 2) and
     expire on November 28, 2004; 25,000 are exercisable at an
     exercise price of $7.50 during a period of three years from the
     date Cadiz elects to convert all of its outstanding shares of
     Series E-1 Convertible Preferred Stock into common stock, but
     only if Cadiz elects to make such conversion on or prior to
     October 22, 2002 and the conditions for conversion as set forth
     in the terms governing the Series E-1 Convertible Preferred
     Stock are satisfied, including the condition that the closing
     price for Cadiz's common stock for any thirty consecutive
     trading day period ending not more than five trading days prior
     to submission of a notice of conversion has exceeded $10.50; and
     25,000 are exercisable at an exercise price of $7.50 during a
     period of three years from the date Cadiz elects to convert all
     of its outstanding shares of Series E-2 Convertible Preferred
     Stock into common stock, but only if Cadiz elects to make such
     conversion on or prior to October 22, 2002 and the conditions
     for conversion as set forth in the terms governing the Series E-2
     Convertible Preferred Stock are satisfied, including the
     condition that the closing price for Cadiz's common stock for
     any thirty consecutive trading day period ending not more than
     five trading days prior to submission of a notice of conversion
     has exceeded $10.50.

(6)  These 1,215,000 securities are comprised of the following:
    (i) 45,000 shares of common stock; (ii) up to 877,500 shares of
    common stock issuable (x) upon the conversion of 4,500 shares of
    Series D Convertible Preferred Stock held by the selling
    securityholder and/or (y) in lieu of cash as dividends on 4,500
    shares of Series D Convertible Preferred Stock held by the
    selling securityholder; and (iii) warrants to purchase 292,500
    shares of common stock and the common stock issuable upon the
    exercise of such warrants.  Of the 292,500 warrants, 180,000 are
    exercisable immediately at an exercise price of $7.75 per share
    (subject to adjustment in certain circumstances) and expire on
    December 29, 2003; 67,500 are exercisable at an exercise price
    of $7.75 during the period from December 31, 2001 to December
    31, 2004, but only if Cadiz does not repay in full a $4,500,000
    loan outstanding from the selling securityholder on or prior to
    December 31, 2001; and 45,000 are exercisable at an exercise
    price of $7.75 during a period of three years from the date
    Cadiz elects to convert all of its outstanding shares of Series D
    Convertible Preferred Stock into common stock, but only if
    Cadiz elects to make such conversion on or prior to December 31,
    2001 and the conditions for conversion as set forth in the terms
    governing the Series D Convertible Preferred Stock are
    satisfied, including the condition that the closing price for
    Cadiz's common stock for any thirty consecutive trading day
    period ending not more than five trading days prior to
    submission of a notice of conversion has exceeded $12.00.  The
    1,215,000 securities described in this Note 6 are registered on
    a registration statement on Form S-3 filed with the Securities
    and Exchange Commission on January 16, 2001.

(7)  Assuming the sale by OZ Master Fund, Ltd. of all 1,215,000
     securities described in footnote 6, which are registered on a
     registration statement on Form S-3 filed with the Securities and
     Exchange Commission on January 16, 2001, in addition to the sale
     of the 1,082,122 securities offered for sale by OZ Master Fund,
     Ltd. hereby, the percentage ownership of OZ Master Fund, Ltd. in
     Cadiz would equal zero.

(8)  The 676,062 securities beneficially owned by the selling
     securityholder prior to this offering include the 541,062
     securities offered for sale by the selling securityholder
     pursuant to this prospectus and as described in detail in
     footnote 9, plus 135,000 additional securities as described in
     detail in footnote 10.

(9)  The 541,062 securities sold by the selling securityholder
     under this prospectus include:  (i) 13,334 shares of common
     stock; (ii) up to 228,031 shares of common stock issuable (x)
     upon the conversion of 1,250 shares of Series E-1 Convertible
     Preferred Stock held by the selling securityholder and/or (y) in
     lieu of cash as dividends on 1,250 shares of Series E-1
     Convertible Preferred Stock held by the selling securityholder;
     (iii) up to 228,031 shares of common stock issuable upon the
     conversion of 1,250 shares of Series E-2 Convertible Preferred
     Stock held by the selling securityholder and/or (y) in lieu of
     cash as dividends on 1,250 shares of Series E-2 Convertible
     Preferred Stock held by the selling securityholder; and (iv)
     warrants to purchase 71,666 shares of common stock and the
     common stock issuable upon the exercise of such warrants.  Of
     the 71,666 warrants, 23,333 are exercisable immediately at an
     exercise price of $7.50 per share (subject to adjustment in
     certain circumstances as described in the section of this
     prospectus called "Description of Securities" on page 2) and
     expire on October 22, 2004; 23,000 are exercisable immediately
     at an exercise price of $7.50 per share (subject to adjustment
     in certain circumstances as described in the section of this
     prospectus called "Description of Securities" on page 2) and
     expire on November 28, 2004; 12,500 are exercisable at an
     exercise price of $7.50 during a period of three years from the
     date Cadiz elects to convert all of its outstanding shares of
     Series E-1 Convertible Preferred Stock into common stock, but
     only if Cadiz elects to make such conversion on or prior to
     October 22, 2002 and the conditions for conversion as set forth
     in the terms governing the Series E-1 Convertible Preferred
     Stock are satisfied, including the condition that the closing
     price for Cadiz's common stock for any thirty consecutive
     trading day period ending not more than five trading days prior
     to submission of a notice of conversion has exceeded $10.50; and
     12,500 are exercisable at an exercise price of $7.50 during a
     period of three years from the date Cadiz elects to convert all
     of its outstanding shares of Series E-2 Convertible Preferred
     Stock into common stock, but only if Cadiz elects to make such
     conversion on or prior to October 22, 2002 and the conditions
     for conversion as set forth in the terms governing the Series E-2
     Convertible Preferred Stock are satisfied, including the
     condition that the closing price for Cadiz's common stock for
     any thirty consecutive trading day period ending not more than
     five trading days prior to submission of a notice of conversion
     has exceeded $10.50.

(10) These 135,000 securities are comprised of the following:  (i)
     5,000 shares of common stock; (ii) up to 97,500 shares of common
     stock issuable (x) upon the conversion of 500 shares of Series D
     Convertible Preferred Stock held by the selling securityholder
     and/or (y) in lieu of cash as dividends on 500 shares of Series D
     Convertible Preferred Stock held by the selling
     securityholder; and (iii) warrants to purchase 32,500 shares of
     common stock and the common stock issuable upon the exercise of
     such warrants.  Of the 32,500 warrants, 20,000 are exercisable
     immediately at an exercise price of $7.75 per share (subject to
     adjustment in certain circumstances) and expire on December 29,
     2003; 7,500 are exercisable at an exercise price of $7.75 during
     the period from December 31, 2001 to December 31, 2004, but only
     if Cadiz does not repay in full a $500,000 loan outstanding from
     the selling securityholder on or prior to December 31, 2001; and
     5,000 are exercisable at an exercise price of $7.75 during a
     period of three years from the date Cadiz elects to convert all
     of its outstanding shares of Series D Convertible Preferred
     Stock into common stock, but only if Cadiz elects to make such
     conversion on or prior to December 31, 2001 and the conditions
     for conversion as set forth in the terms governing the Series D
     Convertible Preferred Stock are satisfied, including the
     condition that the closing price for Cadiz's common stock for
     any thirty consecutive trading day period ending not more than
     five trading days prior to submission of a notice of conversion
     has exceeded $12.00. The 135,000 securities described in this
     footnote 10 are registered on a registration statement on Form S-#
     filed with the Securities and Exchange Commission on January
     16, 2001.

(11) Assuming the sale by OZF Credit Opportunities Master Fund,
     Ltd. of all 135,000 securities described in footnote 10, which
     are registered on a registration statement filed with the
     Securities and Exchange Commission on January 16, 2001, in
     addition to the sale of the 541,062 securities offered by OZF
     Credit Opportunities Master Fund, Ltd. hereby, the percentage
     ownership of OZ Credit Opportunities Master Fund, Ltd. in Cadiz
     would equal zero.


                      PLAN OF DISTRIBUTION

     The shares of common stock and warrants to purchase common
stock offered by this prospectus will be offered and sold by the
selling securityholders named in this prospectus, by their donees
or transferees, or by their other successors in interest.  Cadiz
has agreed to bear the expenses of the registration of the shares
and warrants, including legal and accounting fees, other than
fees of counsel, if any, retained individually by the selling
securityholders, and any discounts or commissions payable with
respect to sales of the shares and warrants.

     The selling securityholders from time to time may offer and
sell the shares in transactions in the Nasdaq over-the-counter
market at market prices prevailing at the time of sale.  The
selling securityholders from time to time may also offer and sell
the shares or warrants in private transactions at negotiated
prices.  The selling securityholders may sell their shares and
warrants directly or to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions
from the selling securityholders or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may
sell as principal, or both. Such compensation may be in excess of
customary commissions.

     From time to time, the selling securityholders may pledge or
grant a security interest in some or all of the shares or
warrants which they own. If a selling securityholder defaults in
performance of its secured obligations, the pledgees or secured
parties may offer and sell the shares or warrants from time to
time by this prospectus (except, in some cases, if the pledgees
or secured parties are broker-dealers or are affiliated with
broker-dealers). The selling securityholders also may transfer
and donate shares or warrants in other circumstances. Transferees
and donees may also offer and sell the shares or warrants from
time to time by this prospectus (except, in some cases, if the
transferees or donees are broker-dealers or are affiliated with
broker-dealers). The number of shares beneficially owned by a
selling securityholder will decrease as and when the selling
securityholder transfers or donates its shares or warrants or
defaults in performing obligations secured by its shares or
warrants. The plan of distribution for the shares and warrants
offered and sold under this prospectus will otherwise remain
unchanged, except that the transferees, donees, pledgees, other
secured parties or other successors in interest will be selling
securityholders for purposes of this prospectus. If we are
notified that a donee, pledgee or other successor in interest of
a selling securityholder intends to sell more than 500 shares of
our common stock, we will file a supplement to this prospectus
which includes all of the information required to be disclosed by
Item 507 of Regulation S-K. Further, Cadiz will file a post-
effective amendment to this registration statement upon any
change in the plan of distribution.

     The selling securityholders and any broker-dealers acting in
connection with the sale of the shares or warrants covered by
this prospectus may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, and any
commissions received by them and any profit realized by them on
the resale of the shares or warrants as principals may be deemed
to be underwriting compensation under the Securities Act of 1933.

     Cadiz has agreed to indemnify the selling securityholders
against liabilities they may incur as a result of any untrue
statement or alleged untrue statement of a material fact in the
registration statement of which this prospectus forms a part, or
any omission or alleged omission in this prospectus or the
registration statement to state a material fact necessary in
order to make the statements made not misleading.  This
indemnification includes liabilities that the selling
securityholders may incur under the Securities Act of 1933. Cadiz
does not have to give such indemnification if the untrue
statement or omission was made in reliance upon and in conformity
with information furnished in writing to Cadiz by the selling
securityholders for use in this prospectus or the registration
statement.

     Cadiz has advised the selling securityholders of the
requirement for delivery of this prospectus in connection with
any sale of the shares.  Cadiz has also advised the selling
securityholder of the relevant cooling off period specified by
Regulation M and restrictions upon the selling securityholders'
bidding for or purchasing securities of Cadiz during the
distribution of shares.

TRANSFER AGENT

     The transfer agent for our common stock is Continental Stock
Transfer & Trust Company, New York, New York.

                          LEGAL MATTERS

     Certain legal matters in connection with the issuance of the
securities offered hereby will be passed upon for Cadiz by Miller
& Holguin, attorneys at law, Los Angeles, California.


                             EXPERTS

     The financial statements of Cadiz incorporated in this
prospectus by reference to the Annual Report on Form 10-K of
Cadiz for the year ended December 31, 2000 have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm
as experts in auditing and accounting.


               WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy and
information statements and other information with the Securities
and Exchange Commission.  Our SEC filings are available to the
public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms located at Room 1024,
Judiciary Plaza, 450 5th Street, N.W., Washington, D.C. 20549 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. You may obtain information on the operation
of the SEC's public reference rooms by calling the SEC at 1-800-
SEC-0330.

     The SEC allows us to "incorporate by reference" the
information we file with them.  This prospectus incorporates
important business and financial information about Cadiz which is
not included in or delivered with this prospectus.  The
information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC
will automatically update and supersede this information.

     We incorporate by reference the following documents:

      *  our Annual Report on Form 10-K for the year ended
         December 31, 2000;

      *  our Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 2001, June 30, 2001, and September 30, 2001;

      *  our Proxy Statement filed on April 10, 2001;

      *  our Current Reports on Form 8-K dated December 28, 2000
         January 8, 2001, January 16, 2001, March 12, 2001, and
         October 22, 2001;

      *  the description of our common stock as set forth in our
         registration statement filed on Form 8-A under the Exchange
         Act on May 8, 1984, as amended by reports on Form 8-K filed
         on May 26, 1988, June 2, 1992 and May 10, 1999; and

      *  future filings we make with the SEC under Sections
         13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
         1934 until all of the shares offered by the selling
         stockholders have been sold.

     You may obtain a copy of these filings, without charge, by
writing or calling us at:

                           Cadiz Inc.
               100 Wilshire Boulevard, Suite 1600
               Santa Monica, California 90401-1111
                  Attention: Investor Relations
                         (310) 899-4700

     If you would like to request these filings from us, please
do so at least five business days before you have to make an
investment decision.

     You should rely only on the information incorporated by
reference or provided in this prospectus.  We have not authorized
anyone else to provide you with different information.  We are
not making an offer of these securities in any state where the
offer is not permitted.  You should not assume that the
information in this prospectus or the documents incorporated by
reference is accurate as of any date other than on the front of
those documents.


                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The Registrant estimates that expenses in connection with
the distribution described in this Registration Statement will be
as shown below.  All expenses incurred with respect to the
distribution, except for fees of counsel, if any, retained
individually by the selling securityholders and any discounts or
commissions payable with respect to sales of the shares, will be
paid by Cadiz.  See "Plan of Distribution."

          SEC registration fee           $   2,971.63
          Printing expenses                      0.00
          Accounting fees and expenses       4,000.00
          Legal fees and expenses           20,000.00
          Miscellaneous                          0.00
                                         ____________

          Total                          $  26,971.63
                                         ============

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits
Cadiz's Board of Directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made
a party by reason of his being or having been a director,
officer, employee or agent of Cadiz, or serving or having served
as a director, officer, employee or agent of another entity, in
terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement
for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act").  The statute provides that
indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

     Our Bylaws provide for mandatory indemnification of
directors and officers of Cadiz, and those serving at the request
of Cadiz as directors, officers, employees, or agents of other
entities (collectively, "Agents"), to the maximum extent
permitted by law.  The Bylaws provide that such indemnification
shall be a contract right between each Agent and Cadiz.

     The subscription agreements between Cadiz and the purchasers
(the "Purchasers") of certain of the securities registered for
resale hereunder provide that Cadiz shall indemnify the
Purchasers under certain circumstances and the Purchasers shall
indemnify Cadiz and controlling persons of Cadiz under certain
circumstances, including indemnification for liabilities arising
under the Act.  Certain of the warrants registered hereunder also
include similar indemnification provisions.

     Cadiz's Certificate of Incorporation provides that a
director of the company shall not be personally liable to the
company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to Cadiz or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived
an improper personal benefit, provided that if the Delaware
General Corporation Law is subsequently amended to authorize the
further elimination or limitation of the liability of a director,
then the liability of a director shall be eliminated or limited
to the fullest extent permitted by such law as amended.  Cadiz
also has purchased a liability insurance policy which insures its
directors and officers against certain liabilities, including
liabilities under the Act.

ITEM 16.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.

     The following exhibits are filed or incorporated by
reference as part of this Registration Statement.

    4.1   Specimen Form of Stock Certificate for Cadiz  common
          stock(1)

    4.2  Cadiz Certificate of Designations of Series A
         Junior Participating Preferred Stock dated May 11, 1999(2)

    4.3  Cadiz Certificate of Designations of Series D
         Preferred Stock dated December 28, 2000(3)

    4.4  Cadiz Certificate of Correction Filed to Correct
         the Certificate of Designations of Series D Preferred
         Stock dated December 28, 2000(3)

    4.5  Cadiz Certificate of Designations of Series E-1
         Preferred Stock dated October 22, 2001(4)

    4.6  Cadiz Certificate of Designations of Series E-2
         Preferred Stock dated November 28, 2001

    4.7  Indenture dated as of April 16, 1997 among Sun
         World as issuer, Sun World and certain subsidiaries of
         Sun World as guarantors, and The Bank of New York,
         successor in interest to IBJ Whitehall Bank & Trust
         Company, as trustee, for the benefit of holders of
         11-1/4% First Mortgage Notes due 2004 (including as
         Exhibit A to the Indenture, the form of the Global Note
         and the form of each Guarantee)(5)

    4.8  Amendment to Indenture dated as of October 9, 1997(6)

    4.9  Amendment to Indenture dated as of January 23, 1998(7)

    4.10 Form of Initial Warrant to Purchase Common Stock
         of Cadiz issued to each of OZ Master Fund, Ltd. (45,000
         shares) and OZF Credit Opportunities Master Fund, Ltd.
         (5,000 shares), respectively(8)

    4.11 Form of Subsequent Warrant to Purchase Common
         Stock of Cadiz issued to each of OZ Master Fund, Ltd.
         (45,000 shares) and OZF Credit Opportunities Master
         Fund, Ltd. (5,000 shares), respectively(9)

    4.12 Form of First Warrant to Purchase Common Stock of
         Cadiz issued to each of OZ Master Fund, Ltd. (135,000
         shares) and OZF Credit Opportunities Master Fund, Ltd.
         (15,000 shares), respectively(10)

    4.13 Form of Second Warrant to Purchase Common Stock of
         Cadiz issued to each of OZ Master Fund, Ltd. (67,500
         shares) and OZF Credit Opportunities Master Fund, Ltd.
         (7,500 shares), respectively(11)

    4.14 Form of Initial Warrant to Purchase Common Stock
         of Cadiz issued to each of OZ Master Fund, Ltd. (46,667
         shares) and OZF Credit Opportunities Master Fund, Ltd.
         (23,333 shares), respectively

    4.15 Form of Initial Mandatory Conversion Warrant to
         Purchase Common Stock of Cadiz issued to each of OZ
         Master Fund, Ltd. (25,000 shares) and OZF Credit
         Opportunities Master Fund, Ltd. (12,500 shares),
         respectively

    4.16 Form of Commitment Exercise Warrant to Purchase
         Common Stock of Cadiz issued to each of OZ Master Fund,
         Ltd. (46,667 shares) and OZF Credit Opportunities
         Master Fund, Ltd. (23,333 shares), respectively

    4.17 Form of Commitment Mandatory Conversion Warrant to
         Purchase Common Stock of Cadiz issued to each of OZ
         Master Fund, Ltd. (25,000 shares) and OZF Credit
         Opportunities Master Fund, Ltd. (12,500 shares),
         respectively

    5.1  Opinion of Miller & Holguin as to the legality of
         the securities being registered

   23.1   Consent of PricewaterhouseCoopers LLP

   23.2   Consent of Miller & Holguin (included in its opinion
          filed as Exhibit 5.1)

_____________________________

     (1)  Previously filed as an Exhibit to Cadiz's Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          1998

     (2)  Previously filed as an Exhibit to Cadiz's Current
          Report on Form 8-K dated May 10, 1999

     (3)  Previously filed as an Exhibit to Cadiz's Current
          Report on Form 8-K dated December 29, 2000

     (4)  Previously filed as an Exhibit to Cadiz's Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          2001

     (5)  Previously filed as an Exhibit to Amendment No. 1 to
          Cadiz's Registration Statement on Form S-1
          (Registration Statement No. 333-19109)

     (6)  Previously filed as an Exhibit to Amendment No. 2 to
          Sun World's Registration Statement on Form S-4
          (Registration Statement No. 333-31103)

     (7)  Previously filed as an Exhibit to Cadiz's Annual Report
          on Form 10-K for the fiscal year ended December 31,
          1997

     (8)  Previously filed as Exhibits 4.8 and 4.10 to Cadiz's
          Registration Statement on Form S-3 (Registration No.
          333-53768)

     (9)  Previously filed as Exhibits 4.9 and 4.11 to
          Cadiz's Registration Statement on Form S-3
          (Registration No. 333-53768)

     (10) Previously filed as Exhibits 4.12 and 4.13 to
          Cadiz's Registration Statement on Form S-3
          (Registration No. 333-53768)

     (11) Previously filed as Exhibits 4.14 and 4.15 to
          Cadiz's Registration Statement on Form S-3
          (Registration No. 333-53768)

ITEM 17.  UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are
          being made, a post-effective amendment to this
          registration statement:

          (i)  To  include  any  prospectus required  by  section
               10(a)(3) of the Securities Act of 1933;

          (ii) To  reflect in the prospectus any facts or  events
               arising   after   the  effective   date   of   the
               registration  statement (or the most recent  post-
               effective  amendment thereof) which,  individually
               or  in  the  aggregate,  represent  a  fundamental
               change  in  the  information  set  forth  in   the
               registration   statement.   Notwithstanding    the
               foregoing, any increase or decrease in  volume  of
               securities offered (if the total dollar  value  of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high
               end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission  pursuant to Rule  424(b)  if,  in  the
               aggregate,  the  changes  in  volume   and   price
               represent no more than a 20% change in the maximum
               aggregate   offering  price  set  forth   in   the
               "Calculation  of Registration Fee"  table  in  the
               effective registration statement;

          (iii)To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof; and

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

(b)  That for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's
     annual report pursuant to section 13(a) or section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable,
     each filing of an employee benefit plan's annual report
     pursuant to section 15(d) of the Securities Exchange Act of
     1934) that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the registrant pursuant
     to the foregoing provisions, or otherwise, the registrant
     has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the
     payment by the registrant of expenses incurred or paid by a
     director, officer or controlling person of the registrant in
     the successful defense of any action, suit or proceeding) is
     asserted by such director, officer or controlling person in
     connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether
     such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final
     adjudication of such issue.

                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Santa Monica, State of California, on December 12, 2001.


                              CADIZ INC.
                              Registrant

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

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

      SIGNATURE              TITLE                       DATE
      ---------              -----                       ----

/s/ Keith Brackpool     Chief Executive Officer      December 12, 2001
-------------------     Chairman of the Board
Keith Brackpool         and Director
                        (Principal Executive Officer)

/s/ Stanley E. Speer    Chief Financial Officer      December 12, 2001
--------------------    (Principal Financial and
Stanley E. Speer         Accounting Officer


/s/ Dwight W. Makins     Director                    December 12, 2001
--------------------
Dwight W. Makins


/s/ Murray H. Hutchison  Director                    December 12, 2001
-----------------------
Murray H. Hutchinson


/s/ Mitt Parker          Director                    December 12, 2001
-------------------
Mitt Parker

/s/ Timothy J. Shaheen   Director                    December 12, 2001
----------------------
Timothy J. Shaheen


/s/ Anthony L. Coelho    Director                    December 12, 2001
---------------------
Anthony L. Coelho


                         EXHIBITS INDEX


Exhibit No.:                       Title of Document
------------   --------------------------------------------------

  4.1   Specimen Form of Stock Certificate for Cadiz common stock(1)

  4.2   Cadiz Certificate of Designations of Series A
        Junior Participating Preferred Stock dated May 11,
        1999(2)

  4.3   Cadiz Certificate of Designations of Series D
        Preferred Stock dated December 28, 2000(3)

  4.4   Cadiz Certificate of Correction Filed to Correct
        the Certificate of Designations of Series D Preferred
        Stock dated December 28, 2000(3)

  4.5   Cadiz Certificate of Designations of Series E-1
        Preferred Stock dated October 22, 2001(4)

  4.6   Cadiz Certificate of Designations of Series E-2
        Preferred Stock dated November 28, 2001

  4.7   Indenture dated as of April 16, 1997 among Sun
        World as issuer, Sun World and certain subsidiaries of
        Sun World as guarantors, and The Bank of New York,
        successor in interest to IBJ Whitehall Bank & Trust
        Company, as trustee, for the benefit of holders of 11-1/4%
        First Mortgage Notes due 2004 (including as Exhibit A
        to the Indenture, the form of the Global Note and the
        form of each Guarantee)(5)

  4.8   Amendment to Indenture dated as of October 9, 1997(6)

  4.9   Amendment to Indenture dated as of January 23, 1998(7)

  4.10  Form of Initial Warrant to Purchase Common Stock of
        Cadiz issued to each of OZ Master Fund, Ltd. (45,000
        shares) and OZF Credit Opportunities Master Fund, Ltd.
        (5,000 shares), respectively(8)

  4.11  Form of Subsequent Warrant to Purchase Common Stock
        of Cadiz issued to each of OZ Master Fund, Ltd. (45,000
        shares) and OZF Credit Opportunities Master Fund, Ltd.
        (5,000 shares), respectively(9)

  4.12  Form of First Warrant to Purchase Common Stock of
        Cadiz issued to each of OZ Master Fund, Ltd. (135,000
        shares) and OZF Credit Opportunities Master Fund, Ltd.
        (15,000 shares), respectively(10)

  4.13  Form of Second Warrant to Purchase Common Stock of
        Cadiz issued to each of OZ Master Fund, Ltd. (67,500
        shares) and OZF Credit Opportunities Master Fund, Ltd.
        (7,500 shares), respectively(11)

  4.14  Form of Initial Warrant to Purchase Common Stock of
        Cadiz issued to each of OZ Master Fund, Ltd. (46,667
        shares) and OZF Credit Opportunities Master Fund, Ltd.
        (23,333 shares), respectively

  4.15  Form of Initial Mandatory Conversion Warrant to
        Purchase Common Stock of Cadiz issued to each of OZ
        Master Fund, Ltd. (25,000 shares) and OZF Credit
        Opportunities Master Fund, Ltd. (12,500 shares),
        respectively

  4.16  Form of Commitment Exercise Warrant to Purchase
        Common Stock of Cadiz issued to each of OZ Master Fund,
        Ltd. (46,667 shares) and OZF Credit Opportunities Master
        Fund, Ltd. (23,333 shares), respectively

  4.17  Form of Commitment Mandatory Conversion Warrant to
        Purchase Common Stock of Cadiz issued to each of OZ
        Master Fund, Ltd. (25,000 shares) and OZF Credit
        Opportunities Master Fund, Ltd. (12,500 shares),
        respectively

  5.1   Opinion of Miller & Holguin as to the legality of
        the securities being registered

  23.1  Consent of PricewaterhouseCoopers LLP

  23.2  Consent of Miller & Holguin (included in its
        opinion filed as Exhibit 5.1)
_________________________

(1)  Previously filed as an Exhibit to Cadiz's Quarterly Report
     on Form 10-Q for the quarter ended September 30, 1998

(2)  Previously filed as an Exhibit to Cadiz's Current Report on
     Form 8-K dated May 10, 1999

(3)  Previously filed as an Exhibit to Cadiz's Current Report on
     Form 8-K dated December 29, 2000

(4)  Previously filed as an Exhibit to Cadiz's Quarterly Report
     on Form 10-Q for the quarter ended September 30, 2001

(5)  Previously filed as an Exhibit to Amendment No. 1 to Cadiz's
     Registration Statement on Form S-1 (Registration Statement
     No. 333-19109)

(6)  Previously filed as an Exhibit to Amendment No. 2 to Sun
     World's Registration Statement on Form S-4 (Registration
     Statement No. 333-31103)

(7)  Previously filed as an Exhibit to Cadiz's Annual Report on
     Form 10-K for the fiscal year ended December 31, 1997

(8)  Previously filed as Exhibits 4.8 and 4.10 to Cadiz's
     Registration Statement on Form S-3 (Registration No. 333-
     53768)

(9)  Previously filed as Exhibits 4.9 and 4.11 to Cadiz's
     Registration Statement on Form S-3 (Registration No. 333-
     53768)

(10) Previously filed as Exhibits 4.12 and 4.13 to Cadiz's
     Registration Statement on Form S-3 (Registration No. 333-
     53768)

(11) Previously filed as Exhibits 4.14 and 4.15 to Cadiz's
     Registration Statement on Form S-3 (Registration No. 333-
     53768)

