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<STREET1>100 WILSHIRE BLVD.
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<FORMER-CONFORMED-NAME>ARIDTECH INC
<DATE-CHANGED>19880523
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CADIZ LAND CO INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PACIFIC AGRICULTURAL HOLDINGS INC
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<FILENAME>dec72001s3.txt
<TEXT>
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)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>exhibit4-3.txt
<TEXT>
                                                      EXHIBIT 4.3
                                                      -----------

                 CERTIFICATE OF DESIGNATIONS OF
                   SERIES E-2 PREFERRED STOCK
                               OF
                           CADIZ INC.

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

     CADIZ INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that, pursuant to (i) the
authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, (ii) the
provisions of Section 151 of said General Corporation Law, and
(iii) the resolutions unanimously adopted by the Board of
Directors of the Corporation by action taken at a meeting on
October 15, 2001, the Board of Directors duly adopted resolutions
providing for authorization for issuance of 3,750 shares of the
Corporation's Preferred Stock, par value $.01 per share,
designated Series E-2 Preferred Stock, which resolutions are as
follows:

          RESOLVED, that pursuant to the authority vested in the
     Board of Directors of the Corporation by the Certificate of
     Incorporation, the Board of Directors does authorize for
     issuance Three Thousand Seven Hundred Fifty (3,750) shares
     of Preferred Stock, par value $.01 per share, of the
     Corporation, to be designated "Series E-2 Preferred Stock"
     of the presently authorized shares of Preferred Stock.  The
     voting powers, designations, preferences, and other rights
     of the Series E-2 Preferred Stock authorized hereunder and
     the qualifications, limitations and restrictions of such
     preferences and rights are as follows:

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

          2.   DIVIDENDS.

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

               (b)  Dividends on Series E-2 Preferred Stock shall
     be fully cumulative and shall accrue (whether or not accrued
     or declared) from the date of issuance.  All dividends on
     the Series E-2 Preferred Stock shall be declared by the
     Board and paid by the Corporation to the fullest extent
     permitted by law.  Accumulated unpaid dividends for any past
     Dividend Periods may be declared by the Board (or an
     Authorized Board Committee) and paid on any date fixed by
     the Board (or an Authorized Board Committee).  The
     Corporation may deduct and withhold from dividends on Series
     E-2 Preferred Stock any amounts required to be deducted or
     withheld by the Corporation under applicable law.  Except as
     provided above, no interest or sum of money in lieu of
     interest shall be payable in respect of any accumulated
     unpaid dividends.

               (c)  In no event, so long as any shares of Series
     E-2 Preferred Stock are outstanding, shall any dividend
     whatsoever be paid or declared, nor shall any other
     distribution be made (either in cash or property) on or in
     respect of, nor shall any moneys or property be expended for
     the redemption, retirement, purchase or other acquisition
     of, outstanding shares of Junior Securities by the
     Corporation, nor shall any moneys or property be paid into
     or set apart, or made available for a sinking fund for the
     purchase or redemption of any shares of Junior Securities
     unless all dividends on all outstanding shares of Series E-2
     Preferred Stock for all past Dividend Periods shall have
     been paid in full and the full dividends thereon for the
     then current Dividend Period shall have been declared and
     shares set apart sufficient for the payment thereof.  The
     provisions of the preceding sentence shall not apply to a
     dividend payable in shares of stock ranking junior to shares
     of Series E-2 Preferred Stock both in respect of the payment
     of dividends and in respect of all payments upon
     liquidation, dissolution or winding up of the Corporation.

               (d)  If, after dividends on all outstanding shares
     of Series E-2 Preferred Stock for all past Dividend Periods
     shall have been paid in full and the full dividends thereon
     for the then current Dividend Period shall have been
     declared and shares set apart sufficient for the payment
     thereof, in accordance with Section (c), the Board of
     Directors shall declare any dividend outside the ordinary
     course of business ("extraordinary dividend") out of funds
     legally available therefor, then such extraordinary dividend
     shall be declared pro rata on the Common Stock and the
     Series E-2 Preferred Stock treating the Series E-2 Preferred
     Stock as the greatest whole number of shares of Common Stock
     then issuable upon conversion of such Series E-2 Preferred
     Stock pursuant to Section 5.

          3.   LIQUIDATION PREFERENCE.  In the event of any
     voluntary or involuntary liquidation, dissolution, or
     winding up of the affairs of the Corporation, then, before
     any distribution or payment shall be made to the holders of
     any Junior Securities, and subject to the rights of
     creditors, the holders of Series E-2 Preferred Stock shall
     be entitled to be paid out of the assets of the Corporation
     in an amount in cash equal to $1,000.00 for each share
     outstanding plus any accrued but unpaid dividends thereon
     (which amount is hereinafter referred to as the "Liquidation
     Preference").  If the assets of the Corporation are not
     sufficient to pay in full the Liquidation Preference as well
     as any liquidation preference to holders of Parity
     Securities, then the holders of the Series E-2 Preferred
     Stock and Parity Securities shall share ratably in such
     distribution of assets in accordance with the amount which
     would have been payable on such distribution if the amounts
     to which such holders were entitled were paid in full.
     Except as provided in this paragraph 3, holders of Series E-
     2 Preferred Stock shall not be entitled to any distribution
     in the event of liquidation, dissolution, or winding up of
     the affairs of the Corporation.  For purposes of this
     Section 3 only, a "liquidation" shall include:  (i) a merger
     or consolidation involving the Corporation as a result of
     which the holders of the Corporation's equity securities do
     not continue to hold, associated with or in exchange for
     their equity securities in the Corporation, a majority of
     the outstanding voting securities of the surviving entity in
     such merger or consolidation; (ii) a transaction or series
     of related transactions as a result of which the holders of
     a majority of the Corporation's outstanding equity
     securities prior to such transactions do not continue to
     hold a majority of the Corporation's outstanding equity
     securities; (iii) a sale of all or substantially all of the
     assets of the Corporation; (iv) a merger or consolidation
     involving Sun World International Inc., a Delaware
     corporation and a wholly-owned subsidiary of the Corporation
     ("Sun World"), as a result of which the Corporation does not
     continue to hold, associated with or in exchange for its
     equity securities in Sun World, a majority of the
     outstanding voting securities of the surviving entity in
     such merger or consolidation; (v) a transaction or series of
     related transactions as a result of which the Corporation
     does not continue to hold a majority of Sun World's equity
     securities; and (vi) a sale of all or substantially all of
     the assets of Sun World.

          4.   VOTING.  In all meetings of shareholders, the
     holders of shares of Series E-2 Preferred Stock shall be
     entitled to that number of votes equal to the number of
     shares of Common Stock issuable upon conversion of their
     Series E-2 Preferred Stock at the time the shares are voted,
     and shall be entitled to vote with the Common Stock (except
     where a separate class vote is required by law or by terms
     of this instrument).  So long as any shares of Series E-2
     Preferred Stock remain outstanding, the Corporation shall
     not, without the approval of the holders of at least a
     majority of the outstanding shares of Series E-2 Preferred
     Stock, voting together as a single class, authorize any
     other stock having rights or preferences senior to or on a
     parity with the Series E-2 Preferred Stock.

          5.   CONVERSION.  Each share of Series E-2 Preferred
     Stock shall be convertible into shares of Common Stock at
     the rate of one (1) share of Common Stock for every $7.50
     (the "Conversion Price") in Liquidation Preference of the
     shares of Series E-2 Preferred Stock so converted both (i)
     at the option of the holder thereof at any time following
     issuance; and (ii) at the option of the Corporation provided
     that: (A) the Corporation converts all shares of Series E-2
     Preferred Stock then outstanding and that (B) the closing
     bid price for the Corporation's Common Stock for any thirty
     consecutive trading day period ending not more than five (5)
     trading days prior to submission of notice of conversion has
     exceeded $10.50 (the "Mandatory Conversion Minimum").  The
     following provisions shall apply after the Series E-2
     Preferred Stock becomes convertible:

               (a)  Any holder of shares of Series E-2 Preferred
     Stock electing to convert such shares into Common Stock
     shall surrender the certificate or certificates for such
     shares at the office of the Corporation (or at such other
     place as the Corporation may designate by notice to the
     holders of shares of Series E-2 Preferred Stock) during
     regular business hours, duly endorsed to the Corporation in
     blank, or accompanied by instruments of transfer to the
     Corporation in blank, in form reasonably satisfactory to the
     Corporation and shall give written notice to the Corporation
     at such office that such holder elects to convert such
     shares of Series E-2 Preferred Stock.  Such written notice
     shall also instruct the Corporation where to deliver the
     certificate or certificates representing the Common Stock
     issuable upon such conversion.  The Corporation shall, as
     soon as reasonably practicable after such deposit of
     certificates for shares of Series E-2 Preferred Stock,
     accompanied by the written notice above prescribed, issue to
     the holder for whose account such shares were surrendered,
     or to his nominee, a certificate or certificates
     representing the number of shares of Common Stock to which
     such holder is entitled upon such conversion, and shall
     deliver such certificate or certificates in accordance with
     the instructions of the holder.  Conversion shall be deemed
     to have been made as of the date of surrender of
     certificates for the shares of Series E-2 Preferred Stock to
     be converted and the delivery of written notice as
     hereinabove provided; and the person entitled to receive the
     Common Stock issuable upon such conversion shall be treated
     for all purposes as the record holder of such Common Stock
     on such date.

               (b)  In the event of an election by the
     Corporation to convert Series E-2 Preferred Stock into
     shares into Common Stock, all, and not less than all, of the
     outstanding shares of Series E-2 Preferred Stock shall be
     converted automatically on the date of such election (the
     "Mandatory Conversion Date") without any further action by
     the holders of such shares and whether or not the
     certificates representing outstanding shares are surrendered
     to the Corporation or its transfer agent.  The Corporation
     shall not be obligated to issue certificates evidencing the
     shares of Common Stock issuable upon such conversion unless
     the certificates evidencing such shares of Series E-2
     Preferred Stock are either delivered to the Corporation or
     its transfer agent as provided below, or the holder notifies
     the Corporation or its transfer agent that such certificates
     have been lost, stolen or destroyed and executes an
     agreement satisfactory to the Corporation to indemnify the
     Corporation from any loss incurred by it in connection with
     such certificates.  The Corporation shall cause to be mailed
     to each holder of Series E-2 Preferred Stock, by overnight
     courier service or by first class mail, postage prepaid,
     mailed not more than ten (10) business days following the
     Mandatory Conversion Date, at such holder's address as the
     same appears on the records of the Corporation (the
     "Mandatory Conversion Notice").  Each such notice shall
     specify (i) the Mandatory Conversion Date, (ii) the number
     of shares to be converted, and (iii) the place or places
     where certificates for such shares are to be surrendered for
     conversion.  Promptly following receipt of the Mandatory
     Conversion Notice, each holder of Series E-2 Preferred Stock
     shall surrender the certificate or certificates for such
     shares at the office of the Corporation (or at such other
     place as the Corporation may designate by notice to the
     holders of shares of Series E-2 Preferred Stock) during
     regular business hours, duly endorsed to the Corporation in
     blank, or accompanied by instruments of transfer to the
     Corporation in blank, in form reasonably satisfactory to the
     Corporation.  Such written notice shall instruct the
     Corporation where to deliver the certificate or certificates
     representing the Common Stock issuable upon such conversion.
     The Corporation shall, as soon as reasonably practicable
     following the Mandatory Conversion Date and after such
     deposit of certificates for shares of Series E-2 Preferred
     Stock, accompanied by the written notice above prescribed,
     issue to the holder for whose account such shares were
     surrendered, or to his nominee, a certificate or
     certificates representing the number of shares of Common
     Stock to which such holder is entitled upon such conversion,
     and shall deliver such certificate or certificates in
     accordance with the instructions of the holder.  Conversion
     shall be deemed to have been made as of the Mandatory
     Conversion Date irrespective of the date of surrender of
     certificates for the shares of Series E-2 Preferred Stock to
     be converted and the delivery of written notice as
     hereinabove provided; and the person entitled to receive the
     Common Stock issuable upon such conversion shall be treated
     for all purposes as the record holder of such Common Stock
     effective as of the Mandatory Conversion Date.  Following
     the Mandatory Conversion Date, all authorized shares of
     Series E-2 Preferred Stock shall resume the status of
     authorized but unissued shares of Preferred Stock, without
     designation as to series, until such shares are once more
     designated as part of a particular series by the Board of
     Directors.

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

                    (i)  In case the Corporation shall (A) pay a
     dividend or make a distribution on its shares of Common
     Stock in shares of Common Stock, (B) subdivide or reclassify
     its outstanding Common Stock in shares of Common Stock into
     a greater number of shares, or (C) combine or reclassify its
     outstanding Common Stock into a smaller number of shares or,
     (D) issue by capital reorganization or reclassification of
     its shares of Common Stock or otherwise (other than a
     subdivision or combination of its shares provided for above,
     or a reorganization, merger, consolidation or sale of assets
     provided for elsewhere in this Section 5) any shares of
     capital stock of the Corporation, then the conversion right
     and the Conversion Price in effect immediately prior to such
     action shall be adjusted so that the holder of any shares of
     the Series E-2 Preferred Stock thereafter surrendered for
     conversion shall be entitled to receive the number of shares
     of capital stock of the Corporation which such holder would
     have owned immediately following such action had such shares
     of the Series E-2 Preferred Stock been converted immediately
     prior thereto.  An adjustment made pursuant to this
     subparagraph shall become effective retroactively
     immediately after the record date in the case of a dividend
     or distribution and shall become effective immediately after
     the effective date in the case of a subdivision, combination
     or reclassification.  If, as a result of an adjustment made
     pursuant to this subparagraph, the holder of any shares of
     the Series E-2 Preferred Stock thereafter surrendered for
     conversion shall become entitled to receive shares of two or
     more classes of capital stock of the Corporation, the Board
     of Directors shall determine in good faith the allocation of
     the adjusted Conversion Price between or among shares of
     such classes of capital stock, which allocation must be
     reasonably acceptable to the holders of a majority of the
     shares of the Series E-2 Preferred Stock.

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

                    (iii)     In case the Corporation shall issue
     shares of its Common Stock (excluding shares issued (A) in
     any of the transactions described in Subsection (i) above,
     (B) to the Corporation's employees, including, without
     limitation, pursuant to exercise or conversion of options or
     other equity securities, under a plan or plans adopted by
     the Corporation's Board of Directors and approved by its
     shareholders (if required), if such shares would otherwise
     be included in this Subsection (iii) (but only to the extent
     that the aggregate number of shares excluded by this clause
     (B) and issued after the date hereof shall not exceed in the
     aggregate 13% of the Company's Common Stock outstanding as
     of the date of this Certificate), (C) upon exercise of
     convertible securities outstanding as of the date of initial
     issuance of Series E-2 Preferred Stock (including the Series
     E-2 Preferred Stock), or any convertible securities issued
     subsequent to the date hereof which are convertible into
     Common Stock at an exercise price equal or greater than the
     Conversion Price as of the date upon which the conversion or
     exercise price for such securities is fixed (notwithstanding
     any subsequent adjustment of such exercise price as may be
     provided under the terms of such convertible security), (D)
     upon the exercise of any convertible security as to which
     the Conversion Price has already been adjusted pursuant to
     Subsection (iv) below, and (E) to shareholders of any
     corporation which merges into the Corporation in proportion
     to their stock holdings of such corporation immediately
     prior to such merger, upon such merger, but only if no
     adjustment is required pursuant to any other specific
     subsection of this Section (c) (without regard to Subsection
     (vi) below) with respect to the transaction giving rise to
     such rights) for a consideration per share less than the
     Conversion Price, then on the date the Corporation fixes the
     offering price of such additional shares, the Conversion
     Price shall be adjusted immediately thereafter so that it
     shall equal the price determined by multiplying the
     Conversion Price in effect immediately prior thereto by a
     fraction, the numerator of which shall be the sum of the
     number of shares of Common Stock outstanding immediately
     prior to the issuance of such additional shares and the
     number of shares of Common Stock which the aggregate
     consideration received (determined as provided in Subsection
     (v) below) for the issuance of such additional shares would
     purchase at such Conversion Price, and the denominator of
     which shall be the number of shares of Common Stock
     outstanding immediately after the issuance of such
     additional shares.

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

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

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

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

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

                         (B)  in the case of the issuance of
     shares of Common Stock for a consideration in whole or in
     part other than cash, the consideration other than cash
     shall be deemed to be the fair market value thereof as
     determined in good faith by the Board of Directors of the
     Corporation (irrespective of the accounting treatment
     thereof) and reasonably acceptable to the holders of a
     majority Series E-2 Preferred Stock; and

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

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

                    (vii)     In the event that at any time, as a
     result of an adjustment made pursuant to Subsection (i)
     above, the holder of Series E-2 Preferred Stock thereafter
     shall become entitled to receive any shares of the
     Corporation, other than Common Stock, thereafter the number
     of such other shares so receivable upon conversion of the
     holder's of Series E-2 Preferred Stock shall be subject to
     adjustment from time to time in a manner and on terms as
     nearly equivalent as practicable to the provisions with
     respect to the Common Stock contained in Subsections (i) to
     (vi), inclusive above. The Corporation may retain a firm of
     independent certified public accountants selected by the
     Board of Directors (who may be the regular accountants
     employed by the Corporation) to make any computation
     required by Section (c), and a certificate signed by such
     firm shall be conclusive evidence of the correctness of such
     adjustment absent manifest error or negligence.

                    (viii) Whenever an adjustment in the
     Conversion Price is required, the Corporation shall
     forthwith place on file with its Secretary a statement
     signed by its Secretary or Treasurer or one of its Assistant
     Secretaries or Assistant Treasurers, stating the adjusted
     Conversion Price determined as provided herein.  Such
     statement shall set forth in reasonable detail such facts as
     shall be necessary to show the reason and the manner of
     computing such adjustment.  Such statement shall be made
     available at all reasonable times for inspection by any
     holder of shares of Series E-2 Preferred Stock. Promptly
     after the adjustment of the Conversion Price, the
     Corporation shall mail a notice and copy of such statement
     to each holder of shares of Series E-2 Preferred Stock.

                    (ix) In case of any reclassification, capital
     reorganization or other change of outstanding shares of
     Common Stock of the Corporation, or in case of any
     consolidation or merger of the Corporation with or into
     another entity (other than a merger with a subsidiary in
     which merger the Corporation is the continuing corporation
     and which does not result in any reclassification, capital
     reorganization or other change of outstanding shares of
     Common Stock of the class issuable upon conversion of the
     Series E-2 Preferred Stock) or in case of any sale, lease,
     or conveyance to another entity of all or substantially all
     of the property and assets of the Corporation, the
     Corporation shall, as a condition precedent to such
     transaction, cause effective provisions to be made so that
     the holder of each share of Series E-2 Preferred Stock then
     outstanding shall have the right to convert such shares of
     Series E-2 Preferred Stock into the kind and amount of
     shares of stock or other securities and property receivable
     upon such reclassification, capital reorganization and other
     change, consolidation, merger, sale, lease or conveyance by
     a holder of the number of shares of Common Stock into which
     such shares of Series E-2 Preferred Stock might have been
     converted immediately prior to such reclassification,
     change, consolidation, merger, sale, lease or conveyance,
     subject to adjustments which shall be as nearly equivalent
     as may be reasonably practicable to the adjustments provided
     for hereunder.  The Corporation shall not effect any such
     reorganization, consolidation, merger, sale or conveyance
     (i) unless prior to or simultaneously with the consummation
     thereof the survivor or successor corporation (if other than
     the Corporation) resulting from such reorganization,
     consolidation or merger or the corporation purchasing such
     assets shall assume by written instrument executed and sent
     to each holder of Series E-2 Preferred Stock, the obligation
     to deliver to such holder of Series E-2 Preferred Stock such
     shares of stock, securities or assets as, in accordance with
     the foregoing provisions, such holder of Series E-2
     Preferred Stock may be entitled to receive, and containing
     the express assumption by such successor corporation of the
     due and punctual performance and observance of every
     provision herein to be performed and observed by the
     Corporation and of all liabilities and obligations of the
     Corporation hereunder, and (ii) in which the Corporation, as
     opposed to another party to the reorganization,
     consolidation, merger, sale or conveyance, shall be required
     under any circumstances to make a cash payment at any time
     to the holders of the Series E-2 Preferred Stock.  The
     provisions of this subparagraph shall similarly apply to
     successive reclassifications, capital reorganizations, and
     changes of Common Stock and to successive reorganizations,
     consolidations, mergers, sales, leases or conveyances.

               (d)  Any shares of Series E-2 Preferred Stock
     which shall at any time have been converted shall resume the
     status of authorized but unissued shares of Preferred Stock,
     without designation as to series, until such shares are once
     more designated as part of a particular series by the Board
     of Directors.  The Corporation shall reserve and keep
     available out of its authorized but unissued stock, for the
     purpose of effecting the conversion of the shares of the
     Series E-2 Preferred Stock, such number of its duly
     authorized shares of Common Stock as shall from time to time
     be sufficient to effect the conversion of all outstanding
     shares of the Series E-2 Preferred Stock.

               (e)  The Corporation shall pay any and all issue
     or transfer (but not income) taxes that may be payable in
     respect of any issuance or delivery of shares of Common
     Stock on conversion of shares of Series E-2 Preferred Stock
     pursuant hereto.

               (f)  Before taking any action that would result in
     the effective price of the shares of Common Stock issuable
     upon conversion of Series E-2 Preferred Stock being less
     than the then par value of the Common Stock, the Corporation
     shall take any corporate action which may, in the opinion of
     its counsel, be necessary in order that the Corporation may
     validly and legally issue fully paid and nonassessable
     shares of Common Stock.

               (g)  The Corporation shall not be required to
     issue any fractional shares of Common Stock upon conversion
     of any Series E-2 Preferred Stock, but in lieu thereof the
     Corporation may pay a cash amount determined by multiplying
     the fraction of a share otherwise issuable by the Fair
     Market Value of one share of Common Stock on the date such
     conversion is deemed to have been made hereunder.  The "Fair
     Market Value" of the Common Stock as of a particular date
     shall mean:

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

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

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

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

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

          6.   FRACTIONAL SHARES.  The Series E-2 Preferred Stock
     may be issued as fractional shares in increments of 1/1,000
     of a share (subject to adjustment on the same basis as the
     Conversion Price under Section 5(c)).  Each fractional share
     of Series E-2 Preferred Stock shall be entitled to the same
     rights and powers on a pro rata basis as a whole share of
     Series E-2 Preferred Stock.

          7.   MANDATORY REDEMPTION.

               (a)  The Corporation shall redeem on July 16,
     2004, and not prior to said date (the "Redemption Date") all
     shares of Series E-2 Preferred Stock outstanding as of such
     date from any source of funds legally available therefor.

               (b)  The price per share ("Redemption Price") for
     any redemption of Series E-2 Preferred Stock made pursuant
     to this Section 7 shall be an amount equal to the
     Liquidation Preference for the shares so redeemed. If
     insufficient funds are legally available as of the
     Redemption Date to redeem all the shares of Series E-2
     Preferred Stock then due to be redeemed, but sufficient
     funds are legally available as of the Redemption Date to
     redeem a portion of the Preferred Stock then due to be
     redeemed,  then the Corporation shall effect such redemption
     pro rata among all holders of Preferred Stock on an equal
     priority, pari passu basis, based on the Redemption Price of
     such shares.

               (c)  On or before the Redemption Date, written
     notice (the "Redemption Notice") shall be mailed by
     overnight courier service or by first-class mail, postage
     prepaid, to each holder of record (at the close of business
     on the business day next preceding the date on which notice
     is given) of the Series E-2 Preferred Stock to be redeemed,
     at the address last shown on the records of the Corporation
     for such holder or given by the holder to the Corporation
     for the purpose of notice or, if no such address appears or
     is given, at the place where the principal executive office
     of the Corporation is then located, notifying such holder of
     the redemption to be effected, specifying the Redemption
     Date, the Redemption Price, the place at which payment may
     be obtained and the date on which such holder's conversion
     rights set forth in Section 5 as to such shares terminate
     and calling upon such holder to surrender to the
     Corporation, in the manner and at the place designated, such
     holder's certificate or certificates representing the shares
     to be redeemed.  Each holder of Preferred Stock to be
     redeemed shall surrender to the Corporation the certificate
     or certificates representing such shares of Preferred Stock,
     in the manner and at the place designated in the Redemption
     Notice, and thereupon the Redemption Price of such shares
     shall be payable to the order of the person whose name
     appears on such certificate or certificates as the owner
     thereof, and each surrendered certificate shall be canceled.
     If less than all the shares represented by any such
     certificate are redeemed, a new certificate shall be issued
     representing the unredeemed shares.

               (d)  From and after the Redemption Date, unless
     there shall have been a default in payment of the Redemption
     Price, all rights of the holders of such shares as holders
     of Series E-2 Preferred Stock (except the right to receive
     the Redemption Price without interest upon surrender of
     their certificate or certificates) shall cease with respect
     to such shares, and such shares shall not thereafter be
     transferred on the books of the Corporation or be deemed to
     be outstanding for any purpose whatsoever.  Shares of Series
     E-2 Preferred Stock which are subject to redemption
     hereunder but which are not redeemable on the Redemption
     Date due to insufficient legally available funds shall
     continue to be entitled to dividends, liquidation,
     conversion and all other rights, preferences, privileges and
     restrictions of the Preferred Stock until such shares have
     been converted or redeemed.

               (e)  All shares of Series E-2 Preferred Stock that
     are redeemed pursuant to this Section 7 shall resume the
     status of authorized but unissued shares of Preferred Stock,
     without designation as to series, until such shares are once
     more designated as part of a particular series by the Board
     of Directors.

          8.   NOTICES TO HOLDERS.  So long as any shares of the
     Series E-2 Preferred Stock shall be outstanding, (i) if the
     Corporation shall pay any dividend or make any distribution
     upon the Common Stock or (ii) if the Corporation shall offer
     to the holders of Common Stock for subscription or purchase
     by them any share of or class of its capital stock or any
     other rights or (iii) if any capital reorganization of the
     Corporation, reclassification of the capital stock of the
     Corporation, consolidation or merger of the Corporation with
     or into another entity, sale, lease, or transfer of all or
     substantially all of the property and assets of the
     Corporation to another entity, or voluntary or involuntary
     dissolution, liquidation or winding up of the Corporation
     shall be effected, then in any such case, the Corporation
     shall cause to be mailed by certified mail to all holders of
     the Series E-2 Preferred Stock, at least fifteen days prior
     the record date specified in (x) or (y) below, as the case
     may be, a notice containing a brief description of the
     proposed action and stating the date on which (x) a record
     is to be taken for the purpose of such dividend,
     distribution or offer of rights, or (y) such
     reclassification, reorganization, consolidation, merger,
     conveyance, lease, transfer, sale dissolution, liquidation
     or winding up is to take place and the date, if any is to be
     fixed, as of which the holders of Common Stock or other
     securities shall be entitled to receive cash or other
     property deliverable upon such reclassification,
     reorganization, consolidation, merger, conveyance, lease,
     transfer, sale, dissolution, liquidation or winding up.

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

     IN WITNESS WHEREOF, CADIZ INC., has caused this Certificate
to be signed by Keith Brackpool, its Chief Executive Officer, and
attested by Stanley E. Speer, its Secretary, this 28th day of
November 2001.

                           CADIZ INC.



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

ATTEST:



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





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>4
<FILENAME>exhibit4-14.txt
<TEXT>
                                                      EXHIBIT 4.14
                                                      ------------

          WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC.

                         (Initial Warrant)



                       *********************

     THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED
       UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
   WARRANTS AND THE WARRANT SHARES MAY NOT BE SOLD UNLESS THERE
    IS A REGISTRATION STATEMENT IN EFFECT COVERING THE WARRANTS
    AND WARRANT SHARES OR THERE IS AVAILABLE AN EXEMPTION FROM
    THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933
                            AS AMENDED.

    Void after 5:00 p.m. New York Time, on the Expiration Date.
       Warrant to Purchase [       ] Shares of Common Stock.

                 WARRANT TO PURCHASE COMMON STOCK
                                OF
                            CADIZ INC.
                         (Initial Warrant)

     This is to Certify that, FOR VALUE RECEIVED, [Investor].
("Investor"), or assigns ("Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from Cadiz Inc., a
Delaware corporation ("Company"), [  ] ( ) shares of Common Stock,
$0.01 par value, of the Company ("Common Stock") at a price per
share equal to the Initial Conversion Price of the Company's
Series E-1 Preferred Stock (as defined in the Certificate of
Designations of the Company's Series E-1 Preferred Stock),  at any
time during the period commencing on the date set forth on the
signature page hereof (the "Initial Exercise Date") to the third
anniversary of the Initial Exercise Date (the "Expiration Date"),
but not later than 5:00 p.m., New York Time, on the Expiration
Date.  The shares of Common Stock (or other stock or securities)
deliverable upon such exercise are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of each share of
Common Stock (as such price may be adjusted from time to time as
provided herein or in the Registration Rights Addendum attached to
the Subscription Agreement dated as of even date herewith between
[Investor] and the Company) is hereinafter sometimes referred to
as the "Exercise Price".

     (a)  EXERCISE OF WARRANT.  This Warrant may be exercised in
whole or in part at any time or from time to time on or after the
Initial Exercise Date and until the Expiration Date, or if either
such day is a day on which banking institutions in the State of
New York are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company at its principal office, or at the
office of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares specified in such
form.  The Holder may exercise this Warrant, in whole or in part,
without the payment of any cash or other property, by presentation
and surrender of this Warrant to the Company at its principal
office or at the office of its stock transfer agent, if any, with
the Purchase Form duly executed and accompanied by a written
request from the Holder instructing the Company to issue to the
Holder a number of Warrant Shares equal to the product of (1) a
fraction, (i) the numerator of which shall be the excess of the
current market price (as defined in Section (f)(8) below) of the
Common Stock on the date preceding the date of such exercise of
the Warrant over the then Exercise Price per Warrant Share and
(ii) the denominator of which shall be the current market price
(as defined in Section (f)(8) below) of the Common Stock on such
date, times (2) the number of Warrant Shares as to which the
Warrant is being exercised.  If this Warrant should be exercised
in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder.  Upon receipt by the
Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise,
the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder.
The Company shall pay all expenses, transfer taxes and other
charges payable in connection with the preparation, issue and
delivery of stock certificates under this Section (a), except
that, in case such stock certificates shall be registered in a
name or names other than the name of the holder of this Warrant,
all stock transfer taxes which shall be payable upon the issuance
of such stock certificate or certificates shall be paid by the
Holder at the time of delivering the Purchase Form.

     (b)  RESERVATION OF SHARES.  The Company hereby agrees that
at all times following the Initial Exercise Date there shall be
reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock (or other stock
or securities deliverable upon exercise of this Warrant) as shall
be required for issuance and delivery upon exercise of this
Warrant.  All shares of Common Stock issuable upon the exercise of
this Warrant shall be duly authorized, validly issued, fully paid
and nonassessable and free and clear of all liens and other
encumbrances.

     (c)  FRACTIONAL SHARES.  No fractional shares or script
representing fractional shares shall be issued upon the exercise
of this Warrant.  With respect to any fraction of a share called
for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the current
market value of a share, determined as follows:

          (1)  If the Common Stock is listed on a National
      Securities Exchange or admitted to unlisted trading
      privileges on such exchange or listed for trading on the
      Nasdaq system, the current market value shall be the last
      reported sale price of the Common Stock on such exchange or
      system on the last business day prior to the date of
      exercise of this Warrant or if no such sale is made on such
      day, the average closing bid and asked prices for such day
      on such exchange or system; or

          (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall
      be the mean of the last reported bid and asked prices
      reported by the National Quotation Bureau, Inc. on the last
      business day prior to the date of the exercise of this
      Warrant; or

          (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not
      so reported, the current market value shall be an amount not
      less than the book value thereof as at the end of the most
      recent fiscal year of the Company ending prior to the date
      of the exercise of the Warrant, determined in good faith and
      in such reasonable manner as may be prescribed by the Board
      of Directors of the Company, and reasonably acceptable to
      the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or
at the office of its stock transfer agent, if any, for other
warrants of different denominations entitling the holder thereof
to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  This Warrant is transferable and may
be assigned or hypothecated, in whole or in part, at any time and
from time to time from the date hereof.  Upon surrender of this
Warrant to the Company at its principal office or at the office of
its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver a new
Warrant registered in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be
canceled.  This Warrant may be divided or combined with other
warrants which carry the same rights upon presentation hereof at
the principal office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying
the names and denominations in which new Warrants are to be issued
and signed by the Holder hereof.  The term "Warrant" as used
herein includes any Warrants into which this Warrant may be
divided or exchanged.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and in the case of loss, theft or destruction, of
reasonably satisfactory indemnification and upon surrender and
cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.  Any
such new Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company,
either at law or equity, and the rights of the Holder are limited
to those expressed in the Warrant and are not enforceable against
the Company except to the extent set forth herein.  Furthermore,
the Holder by acceptance hereof, consents to and agrees to be
bound by and to comply with all the provisions of this Warrant.
In addition, the holder of this Warrant, by accepting the same,
agrees that the Company and the transfer agent may deem and treat
the person in whose name this Warrant is registered as the
absolute, true and lawful owner for all purposes whatsoever, and
neither the Company nor the transfer agent shall be affected by
any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the
number and kind of securities purchasable upon the exercise of
this Warrant (the "Warrant Shares") shall be subject to adjustment
from time to time upon the happening of certain events as
hereinafter provided.  The Exercise Price in effect at any time
and the Warrant Shares shall be subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or
     make a distribution on its shares of Common Stock in shares
     of Common Stock, (ii) subdivide or reclassify its outstanding
     Common Stock in shares of Common Stock into a greater number
     of shares, or (iii) combine or reclassify its outstanding
     Common Stock into a smaller number of shares, then the
     Exercise Price in effect at the time of the record date for
     such dividend or distribution or of the effective date of
     such subdivision, combination or reclassification shall be
     adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect
     immediately prior to such record date or effective date by a
     fraction, the numerator of which is the number of shares of
     Common Stock outstanding on such record date or effective
     date, and the denominator of which is the number of shares of
     Common stock outstanding immediately after such dividend,
     distribution, subdivision, combination or reclassification.
     For example, if the Company declares a 2 for 1 stock dividend
     or stock split and the Exercise Price immediately prior to
     such event was $8.00 per share, the adjusted Exercise Price
     immediately after such event would be $4.00 per share.

          Such adjustment shall be made successively whenever any
     event listed in this Subsection (1) shall occur.

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

          (3)  In case the Company shall hereafter declare any
     dividend outside the ordinary course of business
     ("extraordinary dividend") to all holders of its Common Stock
     (excluding those referred to in Subsections (1) or (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise
     Price in effect immediately prior thereto by a fraction, the
     numerator of which shall be the total number of shares of
     Common Stock outstanding multiplied by the current market
     price per share of Common Stock (as defined in Subsection (8)
     below), less the aggregate fair market value (as determined
     in good faith by the Company's Board of Directors and
     reasonably acceptable to the holders of a majority of the
     Series E-1 Preferred Stock) of said extraordinary dividend,
     and the denominator of which shall be the total number of
     shares of Common Stock outstanding multiplied by such current
     market price per share of Common Stock.

          Such adjustment shall be made successively whenever any
     such distribution is made and shall become effective
     immediately after the record date for the determination of
     shareholders entitled to receive such distribution.

          (4)  In case the Company shall issue shares of its
     Common Stock (excluding shares issued (i) in any of the
     transactions described in Subsection (1) above, (ii) upon
     exercise or conversion of options or other equity securities
     granted to the Company's employees under a plan or plans
     adopted by the Company's Board of Directors and approved by
     its shareholders (if required), if such shares would
     otherwise be included in this Subsection (4) (but only to the
     extent that the aggregate number of shares excluded hereby
     and issued after the date hereof shall not exceed in the
     aggregate 13% of the Company's Common Stock outstanding as of
     the date hereof), (iii) upon exercise of convertible
     securities outstanding at the date hereof, this Warrant, or
     any convertible securities issued subsequent to the date
     hereof which are convertible into Common Stock at an exercise
     price equal or greater to the Exercise Price as of the date
     upon which the conversion or exercise price for such
     securities is fixed (notwithstanding any subsequent
     adjustment of such exercise price as may be provided under
     the terms of such convertible security), (iv) upon the
     exercise of any convertible security as to which the Exercise
     Price has already been adjusted pursuant to Subsection (5)
     below, and (v) to shareholders of any corporation which
     merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon
     such merger, but only if no adjustment is required pursuant
     to any other specific subsection of this Section (f) (without
     regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights) for a consideration
     per share less than the Exercise Price, then on the date the
     Company fixes the offering price of such additional shares,
     the Exercise Price shall be adjusted immediately thereafter
     so that it shall equal the price determined by multiplying
     the Exercise Price in effect immediately prior thereto by a
     fraction, the numerator of which shall be the sum of the
     number of shares of Common Stock outstanding immediately
     prior to the issuance of such additional shares and the
     number of shares of Common Stock which the aggregate
     consideration received (determined as provided in Subsection
     (7) below) for the issuance of such additional shares would
     purchase at such Exercise Price, and the denominator of which
     shall be the number of shares of Common Stock outstanding
     immediately after the issuance of such additional shares.

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

          (5)  In case the Company shall issue any securities
     convertible into or exchangeable for its Common Stock
     (excluding securities issued in transactions described in
     Subsections (2) and (3) above) for a consideration per share
     of Common Stock initially deliverable upon conversion or
     exchange of such securities (determined as provided in
     Subsection (7) below) less than the Exercise Price in effect
     as of the date upon which the conversion or exercise price
     for such securities is fixed, then the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise Price in effect
     immediately prior thereto by a fraction, the numerator of
     which shall be the sum of the number of shares of Common
     Stock outstanding immediately prior to the issuance of such
     securities and the number of shares of Common Stock which the
     aggregate consideration received determined as provided in
     Subsection (7) below for such securities would purchase at
     such Exercise Price, and the denominator of which shall be
     the sum of the number of shares of Common Stock outstanding
     immediately prior to such issuance and the maximum number of
     shares of Common Stock of the Company deliverable upon
     conversion of or in exchange for such securities at the
     initial conversion or exchange price or rate.

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

          (6)  Whenever the Exercise Price payable upon exercise
     of each Warrant is adjusted pursuant to Subsections (1), (2),
     (3), (4) and (5) above, the number of Warrant Shares
     purchasable upon exercise of this Warrant shall
     simultaneously be adjusted by multiplying the number of
     Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in
     effect immediately prior to such adjustment and dividing the
     product so obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting
     consideration received pursuant to Subsections (4) and (5)
     above, the following shall apply:

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

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

               (C)  in the case of the issuance of securities
          convertible into or exchangeable for shares of Common
          Stock, the aggregate consideration received therefor
          shall be deemed to be the consideration received by the
          Company for the issuance of such securities plus the
          additional minimum consideration, if any, to be received
          by the Company upon the conversion or exchange thereof
          (the consideration in each case to be determined in the
          same manner as provided in clauses (A) and (B) of this
          Subsection (7)).

          (8)  For the purpose of any computation under
     Subsections (2), (3), (4) and (5) above, the current market
     price per share of Common Stock at any date shall be deemed
     to be the average of the daily closing prices for 30
     consecutive business days before such date.  The closing
     price for each day shall be the last sale price regular way
     or, in case no such reported sale takes place on such day,
     the average of the last reported bid and asked prices regular
     way, in either case on the principal national securities
     exchange on which the Common Stock is admitted to trading or
     listed, or if not listed or admitted to trading on such
     exchange, the average of the last reported bid and asked
     prices as reported by Nasdaq, or other similar organization
     if Nasdaq is no longer reporting such information, of if not
     so available, the fair market price as determined in good
     faith by the Board of Directors and reasonably acceptable to
     the Holder.

          (9)  No adjustment in the Exercise Price shall be
     required unless such adjustment would require an increase or
     decrease of at least one cent ($0.01) in such price;
     provided, however, that any adjustments which by reason of
     this Subsection (9) are not required to be made shall be
     carried forward and taken into account in any subsequent
     adjustment required to be made hereunder.  All calculations
     under this Section (f) shall be made to the nearest cent or
     to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding,
     the Company shall be entitled, but shall not be required, to
     reduce the Exercise Price, in addition to those changes
     required by this Section (f), as it, in its sole discretion,
     shall determine to be advisable in order that any dividend or
     distribution in shares of Common Stock, subdivision,
     reclassification or combination of Common Stock, issuance of
     warrants to purchase Common Stock or distribution or
     evidences of indebtedness or other assets (excluding cash
     dividends) referred to hereinabove in this Section (f)
     hereafter made by the Company to the holders of its Common
     Stock shall not result in any tax to such holders of its
     Common Stock or securities convertible into Common Stock.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder
     of this Warrant thereafter shall become entitled to receive
     any shares of the Company, other than Common Stock,
     thereafter the number of such other shares so receivable upon
     exercise of this Warrant shall be subject to adjustment from
     time to time in a manner and on terms as nearly equivalent as
     practicable to the provisions with respect to the Common
     Stock contained in Subsections (1) to (9), inclusive above.
     The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be
     the regular accountants employed by the Company) to make any
     computation required by Section (f), and a certificate signed
     by such firm shall be conclusive evidence of the correctness
     of such adjustment absent manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise
     Price or the number or kind of shares purchasable upon
     exercise of this Warrant, Warrants theretofore or thereafter
     issued may continue to express the same price and number and
     kind of shares as are stated in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or
number of Warrant Shares shall be adjusted as required by the
provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at
its principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price or
number of Warrant Shares determined as herein provided, setting
forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show
the reason for and the manner of computing such adjustment.  Each
such officer's certificate shall be made available at all
reasonable times for inspection by the Holder or any holder of a
Warrant executed and delivered pursuant to Sections (a) and (d)
and the Company shall, forthwith after each such adjustment, mail
a copy by certified mail of such certificate to such Holder or any
such holder.

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

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case of
any consolidation or merger of the Company with or into another
entity (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result in
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease, or
conveyance to another entity of all or substantially all of the
property and assets of the Company, the Company shall, as a
condition precedent to such transaction, cause effective
provisions to be made so that such Holder shall have the right
thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon
such reclassification, capital reorganization and other change,
consolidation, merger, sale, lease or conveyance by a holder of
the number of shares of Common Stock which might have been
purchased upon exercise of this Warrant immediately prior to such
reclassification, change, consolidation, merger, sale, lease or
conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The
Company shall not effect any such reorganization, consolidation,
merger, sale or conveyance (i) unless prior to or simultaneously
with the consummation thereof the survivor or successor
corporation (if other than the Company) resulting from such
reorganization, consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed
and sent to each holder of this Warrant, the obligation to deliver
to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be
entitled to receive, and containing the express assumption by such
successor corporation of the due and punctual performance and
observance of every provision herein to be performed and observed
by the Company and of all liabilities and obligations of the
Company hereunder, and (ii) in which the Company, as opposed to
another party to the reorganization, consolidation, merger, sale
or conveyance, shall be required under any circumstances to make a
cash payment at any time to the holders of this Warrant.  The
foregoing provisions of this Section (i) shall similarly apply to
successive reclassifications, capital reorganizations, and changes
of shares of Common Stock and to successive consolidations,
mergers, sales, leases or conveyances.  In the event that in
connection with any such capital reorganization or
reclassification, consolidation,  merger, sale, lease or
conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution, or payment, in whole or in
part, for a security of the Company other than Common Stock, any
such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The
Holder of this Warrant or of the Warrant Shares shall have such
registration rights with respect to this Warrant and the Warrant
Shares as are set forth in that certain Registration Rights
Addendum to Subscription Agreement dated concurrently herewith by
and between the Company and the Holder (the "Registration Rights
Addendum").

     (k)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to
any adjustments provided for in Section (f) hereof, the Exercise
Price in effect at any time shall also be subject to adjustment
pursuant to the liquidated damages provisions of the Registration
Rights Addendum.


                              CADIZ INC.


                              By: ---------------------------
                                 Stanley E. Speer
                                 Chief Financial Officer


Dated:  October 22, 2001

                           PURCHASE FORM

                                   Dated: ________________________

     The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing ________________shares
of Common Stock and hereby makes payment of ________________in
payment of the actual exercise price thereof.


              INSTRUCTIONS FOR REGISTRATION OF STOCK


Name ____________________________________________________
  (Please typewrite or print in block letters)

Address __________________________________________________


Signature ________________________________________________




                          ASSIGNMENT FORM

     FOR VALUE RECEIVED, ______________hereby sells, assigns and
transfers unto


Name _________________________________________________________
                (Please typewrite or print in block letters)

Address
__________________________________________________________________
the right to purchase Common Stock represented by this Warrant to
the extent of __________________shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
____________Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.


Date _____________________



Signature _______________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>5
<FILENAME>exhibit4-15.txt
<TEXT>
                                                     EXHIBIT 4.15
                                                     ------------


         WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC.

             (Initial Mandatory Conversion Warrant)

                       *****************

    THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
     WARRANTS AND THE WARRANT SHARES MAY NOT BE SOLD UNLESS
    THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE
      WARRANTS AND WARRANT SHARES OR THERE IS AVAILABLE AN
       EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
               SECURITIES ACT OF 1933 AS AMENDED.

   Void after 5:00 p.m. New York Time, on the Expiration Date.
        Warrant to Purchase [  ] Shares of Common Stock.

                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
             (Initial Mandatory Conversion Warrant)

     This is to Certify that, FOR VALUE RECEIVED, [Investor]
("Investor"), or assigns ("Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from Cadiz Inc., a
Delaware corporation ("Company"), [  ] (  ) shares of Common
Stock, $0.01 par value, of the Company ("Common Stock") at a
price per share equal to the Initial Conversion Price of the
Company's Series E-1 Preferred Stock (as defined in the
Certificate of Designations of the Company's Series E-1 Preferred
Stock) at any time during the period commencing on the Mandatory
Conversion Date, as defined in the Company's Certificate of
Designations of Series E-1 Preferred Stock (the "Initial Exercise
Date") to the third anniversary of the Initial Exercise Date (the
"Expiration Date"), but not later than 5:00 p.m., New York Time,
on the Expiration Date.  The shares of Common Stock (or other
stock or securities) deliverable upon such exercise are
hereinafter sometimes referred to as "Warrant Shares" and the
exercise price of each share of Common Stock (as such price may
be adjusted from time to time as provided herein or in the
Registration Rights Addendum attached to the Subscription
Agreement dated as of even date herewith between [Investor] and
the Company (the "Subscription Agreement")) is hereinafter
sometimes referred to as the "Exercise Price."

     Notwithstanding anything to the contrary set forth herein,
this Warrant shall not be exercisable by the Holder unless the
Mandatory Conversion Date occurs on or prior to the first
anniversary of the date set forth on the signature page hereof.
Should the Mandatory Conversion Date not have occurred on or
prior to the first anniversary of the date set forth on the
signature page hereof, then this Warrant shall immediately and
without the requirement of notice be canceled and shall be of no
further force and effect.

     (a)  EXERCISE OF WARRANT.  This Warrant may be exercised in
whole or in part at any time or from time to time on or after the
Initial Exercise Date and until the Expiration Date, or if either
such day is a day on which banking institutions in the State of
New York are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase
Form annexed hereto duly executed and accompanied by payment of
the Exercise Price for the number of Warrant Shares specified in
such form.  The Holder may exercise this Warrant, in whole or in
part, without the payment of any cash or other property, by
presentation and surrender of this Warrant to the Company at its
principal office or at the office of its stock transfer agent, if
any, with the Purchase Form duly executed and accompanied by a
written request from the Holder instructing the Company to issue
to the Holder a number of Warrant Shares equal to the product of
(1) a fraction, (i) the numerator of which shall be the excess of
the current market price (as defined in Section (f)(8) below) of
the Common Stock on the date preceding the date of such exercise
of the Warrant over the then Exercise Price per Warrant Share and
(ii) the denominator of which shall be the current market price
(as defined in Section (f)(8) below) of the Common Stock on such
date, times (2) the number of Warrant Shares as to which the
Warrant is being exercised.  If this Warrant should be exercised
in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing
the rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder.  Upon receipt by the
Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise,
the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such
shares of Common Stock shall not then be actually delivered to
the Holder.  The Company shall pay all expenses, transfer taxes
and other charges payable in connection with the preparation,
issue and delivery of stock certificates under this Section (a),
except that, in case such stock certificates shall be registered
in a name or names other than the name of the holder of this
Warrant, all stock transfer taxes which shall be payable upon the
issuance of such stock certificate or certificates shall be paid
by the Holder at the time of delivering the Purchase Form.

     (b)  RESERVATION OF SHARES.  The Company hereby agrees that
at all times following the Initial Exercise Date there shall be
reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock (or other stock
or securities deliverable upon exercise of this Warrant) as shall
be required for issuance and delivery upon exercise of this
Warrant.  All shares of Common Stock issuable upon the exercise
of this Warrant shall be duly authorized, validly issued, fully
paid and nonassessable and free and clear of all liens and other
encumbrances.

     (c)  FRACTIONAL SHARES.  No fractional shares or script
representing fractional shares shall be issued upon the exercise
of this Warrant.  With respect to any fraction of a share called
for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the
current market value of a share, determined as follows:

          (1)  If the Common Stock is listed on a National
      Securities Exchange or admitted to unlisted trading
      privileges on such exchange or listed for trading on the
      Nasdaq system, the current market value shall be the last
      reported sale price of the Common Stock on such exchange or
      system on the last business day prior to the date of
      exercise of this Warrant or if no such sale is made on such
      day, the average closing bid and asked prices for such day
      on such exchange or system; or

          (2)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges, the current market value
      shall be the mean of the last reported bid and asked prices
      reported by the National Quotation Bureau, Inc. on the last
      business day prior to the date of the exercise of this
      Warrant; or

          (3)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges and bid and asked prices are
      not so reported, the current market value shall be an
      amount not less than the book value thereof as at the end
      of the most recent fiscal year of the Company ending prior
      to the date of the exercise of the Warrant, determined in
      good faith and in such reasonable manner as may be
      prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of
the Holder, upon presentation and surrender hereof to the Company
or at the office of its stock transfer agent, if any, for other
warrants of different denominations entitling the holder thereof
to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  This Warrant is transferable and
may be assigned or hypothecated, in whole or in part, at any time
and from time to time from the date hereof.  Upon surrender of
this Warrant to the Company at its principal office or at the
office of its stock transfer agent, if any, with the Assignment
Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant registered in the name of the assignee
named in such instrument of assignment and this Warrant shall
promptly be canceled.  This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation
hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof.  The term "Warrant"
as used herein includes any Warrants into which this Warrant may
be divided or exchanged.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and in the case of loss, theft or destruction,
of reasonably satisfactory indemnification and upon surrender and
cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.  Any
such new Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the
Company, either at law or equity, and the rights of the Holder
are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth
herein.  Furthermore, the Holder by acceptance hereof, consents
to and agrees to be bound by and to comply with all the
provisions of this Warrant.  In addition, the holder of this
Warrant, by accepting the same, agrees that the Company and the
transfer agent may deem and treat the person in whose name this
Warrant is registered as the absolute, true and lawful owner for
all purposes whatsoever, and neither the Company nor the transfer
agent shall be affected by any notice to the contrary.

     (f)  ANTI -DILUTION PROVISIONS.  The Exercise Price and the
number and kind of securities purchasable upon the exercise of
this Warrant (the "Warrant Shares") shall be subject to
adjustment from time to time upon the happening of certain events
as hereinafter provided.  The Exercise Price in effect at any
time and the Warrant Shares shall be subject to adjustment as
follows:

          (1)  In case the Company shall (i) pay a dividend or
      make a distribution on its shares of Common Stock in shares
      of Common Stock, (ii) subdivide or reclassify its
      outstanding Common Stock in shares of Common Stock into a
      greater number of shares, or (iii) combine or reclassify
      its outstanding Common Stock into a smaller number of
      shares, then the Exercise Price in effect at the time of
      the record date for such dividend or distribution or of the
      effective date of such subdivision, combination or
      reclassification shall be adjusted so that such Exercise
      Price shall equal the price determined by multiplying the
      Exercise Price in effect immediately prior to such record
      date or effective date by a fraction, the numerator of
      which is the number of shares of Common Stock outstanding
      on such record date or effective date, and the denominator
      of which is the number of shares of Common stock
      outstanding immediately after such dividend, distribution,
      subdivision, combination or reclassification.  For example,
      if the Company declares a 2 for 1 stock dividend or stock
      split and the Exercise Price immediately prior to such
      event was $8.00 per share, the adjusted Exercise Price
      immediately after such event would be $4.00 per share.

          Such adjustment shall be made successively whenever any
      event listed in this Subsection (1) shall occur.

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

               (3)  In case the Company shall hereafter declare
      any dividend outside the ordinary course of business
      ("extraordinary dividend") to all holders of its Common
      Stock(excluding those referred to in Subsections (1) or (2)
      above), then in each such case the Exercise Price in effect
      thereafter shall be determined by multiplying the Exercise
      Price in effect immediately prior thereto by a fraction,
      the numerator of which shall be the total number of shares
      of Common Stock outstanding multiplied by the current
      market price per share of Common Stock (as defined in
      Subsection (8) below), less the aggregate fair market value
      (as determined in good faith by the Company's Board of
      Directors and reasonably acceptable to the holders of a
      majority of the Series E-1 Preferred Stock) of said
      extraordinary dividend, and the denominator of which shall
      be the total number of shares of Common Stock outstanding
      multiplied by such current market price per share of Common
      Stock.

          Such adjustment shall be made successively whenever any
      such distribution is made and shall become effective
      immediately after the record date for the determination of
      shareholders entitled to receive such distribution.

          (4)  In case the Company shall issue shares of its
      Common Stock (excluding shares issued (i) in any of the
      transactions described in Subsection (1) above, (ii) upon
      exercise or conversion of options or other equity
      securities granted to the Company's employees under a plan
      or plans adopted by the Company's Board of Directors and
      approved by its shareholders (if required), if such shares
      would otherwise be included in this Subsection (4) (but
      only to the extent that the aggregate number of shares
      excluded hereby and issued after the date hereof shall not
      exceed in the aggregate 13% of the Company's Common Stock
      outstanding as of the date hereof), (iii) upon exercise of
      convertible securities outstanding at the date hereof, this
      Warrant, or any convertible securities issued subsequent to
      the date hereof which are convertible into Common Stock at
      an exercise price equal or greater to the Exercise Price as
      of the date upon which the conversion or exercise price for
      such securities is fixed (notwithstanding any subsequent
      adjustment of such exercise price as may be provided under
      the terms of such convertible security), (iv) upon the
      exercise of any convertible security as to which the
      Exercise Price has already been adjusted pursuant to
      Subsection (5) below, and (v) to shareholders of any
      corporation which merges into the Company in proportion to
      their stock holdings of such corporation immediately prior
      to such merger, upon such merger, but only if no adjustment
      is required pursuant to any other specific subsection of
      this Section (f) (without regard to Subsection (9) below)
      with respect to the transaction giving rise to such rights)
      for a consideration per share less than the Exercise Price,
      then on the date the Company fixes the offering price of
      such additional shares, the Exercise Price shall be
      adjusted immediately thereafter so that it shall equal the
      price determined by multiplying the Exercise Price in
      effect immediately prior thereto by a fraction, the
      numerator of which shall be the sum of the number of shares
      of Common Stock outstanding immediately prior to the
      issuance of such additional shares and the number of shares
      of Common Stock which the aggregate consideration received
      (determined as provided in Subsection (7) below) for the
      issuance of such additional shares would purchase at such
      Exercise Price, and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately
      after the issuance of such additional shares.

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

          (5)  In case the Company shall issue any securities
      convertible into or exchangeable for its Common Stock
      (excluding securities issued in transactions described in
      Subsections (2) and (3) above) for a consideration per
      share of Common Stock initially deliverable upon conversion
      or exchange of such securities (determined as provided in
      Subsection (7) below less than the Exercise Price in effect
      as of the date upon which the conversion or exercise price
      for such securities is fixed, then the Exercise Price shall
      be adjusted immediately thereafter so that it shall equal
      the price determined by multiplying the Exercise Price in
      effect immediately prior thereto by a fraction, the
      numerator of which shall be the sum of the number of shares
      of Common Stock outstanding immediately prior to the
      issuance of such securities and the number of shares of
      Common Stock which the aggregate consideration received
      determined as provided in Subsection (7) below) for such
      securities would purchase at such Exercise Price, and the
      denominator of which shall be the sum of the number of
      shares of Common Stock outstanding immediately prior to
      such issuance and the maximum number of shares of Common
      Stock of the Company deliverable upon conversion of or in
      exchange for such securities at the initial conversion or
      exchange price or rate.

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

          (6)  Whenever the Exercise Price payable upon exercise
      of each Warrant is adjusted pursuant to Subsections (1),
      (2), (3), (4) and (5) above, the number of Warrant Shares
      purchasable upon exercise of this Warrant shall
      simultaneously be adjusted by multiplying the number of
      Warrant Shares issuable upon exercise of this Warrant
      immediately prior to such adjustment by the Exercise Price
      in effect immediately prior to such adjustment and dividing
      the product so obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting
      consideration received pursuant to Subsections (4) and (5)
      above, the following shall apply:

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

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

                     (C)  in the case of the issuance of
           securities convertible into or exchangeable for shares
           of Common Stock, the aggregate consideration received
           therefor shall be deemed to be the consideration
           received by the Company for the issuance of such
           securities plus the additional minimum consideration,
           if any, to be received by the Company upon the
           conversion or exchange thereof (the consideration in
           each case to be determined in the same manner as
           provided in clauses (A) and (B) of this Subsection
           (7)).

          (8)  For the purpose of any computation under
      Subsections (2), (3), (4) and (5) above, the current market
      price per share of Common Stock at any date shall be deemed
      to be the average of the daily closing prices for 30
      consecutive business days before such date.  The closing
      price for each day shall be the last sale price regular way
      or, in case no such reported sale takes place on such day,
      the average of the last reported bid and asked prices
      regular way, in either case on the principal national
      securities exchange on which the Common Stock is admitted
      to trading or listed, or if not listed or admitted to
      trading on such exchange, the average of the last reported
      bid and asked prices as reported by Nasdaq, or other
      similar organization if Nasdaq is no longer reporting such
      information, of if not so available, the fair market price
      as determined in good faith by the Board of Directors and
      reasonably acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be
      required unless such adjustment would require an increase
      or decrease of at least one cent ($0.01) in such price;
      provided, however, that any adjustments which by reason of
      this Subsection (9) are not required to be made shall be
      carried forward and taken into account in any subsequent
      adjustment required to be made hereunder.  All calculations
      under this Section (f) shall be made to the nearest cent or
      to the nearest one-hundredth of a share, as the case may
      be.  Anything in this Section (f) to the contrary
      notwithstanding, the Company shall be entitled, but shall
      not be required, to reduce the Exercise Price, in addition
      to those changes required by this Section (f), as it, in
      its sole discretion, shall determine to be advisable in
      order that any dividend or distribution in shares of Common
      Stock, subdivision, reclassification or combination of
      Common Stock, issuance of warrants to purchase Common Stock
      or distribution or evidences of indebtedness or other
      assets (excluding cash dividends) referred to hereinabove
      in this Section (f) hereafter made by the Company to the
      holders of its Common Stock shall not result in any tax to
      such holders of its Common Stock or securities convertible
      into Common Stock.

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

          (11) Irrespective of any adjustments in the Exercise
      Price or the number or kind of shares purchasable upon
      exercise of this Warrant, Warrants theretofore or
      thereafter issued may continue to express the same price
      and number and kind of shares as are stated in this
      Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or
number of Warrant Shares shall be adjusted as required by the
provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at
its principal office and with its stock transfer agent, if any,
an officer's certificate showing the adjusted Exercise Price or
number of Warrant Shares determined as herein provided, setting
forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of
Common Stock, if any, and such other facts as shall be necessary
to show the reason for and the manner of computing such
adjustment.  Each such officer's certificate shall be made
available at all reasonable times for inspection by the Holder or
any holder of a Warrant executed and delivered pursuant to
Sections (a) and (d) and the Company shall, forthwith after each
such adjustment, mail a copy by certified mail of such
certificate to such Holder or any such holder.

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

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case of
any consolidation or merger of the Company with or into another
entity (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result
in any reclassification, capital reorganization or other change
of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease, or
conveyance to another entity of all or substantially all of the
property and assets of the Company, the Company shall, as a
condition precedent to such transaction, cause effective
provisions to be made so that such Holder shall have the right
thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon
such reclassification, capital reorganization and other change,
consolidation, merger, sale, lease or conveyance by a holder of
the number of shares of Common Stock which might have been
purchased upon exercise of this Warrant immediately prior to such
reclassification, change, consolidation, merger, sale, lease or
conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The
Company shall not effect any such reorganization, consolidation,
merger, sale or conveyance (i) unless prior to or simultaneously
with the consummation thereof the survivor or successor
corporation (if other than the Company) resulting from such
reorganization, consolidation or merger or the corporation
purchasing such assets shall assume by written instrument
executed and sent to each holder of this Warrant, the obligation
to deliver to such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive, and containing the express
assumption by such successor corporation of the due and punctual
performance and observance of every provision herein to be
performed and observed by the Company and of all liabilities and
obligations of the Company hereunder, and (ii) in which the
Company, as opposed to another party to the reorganization,
consolidation, merger, sale or conveyance, shall be required
under any circumstances to make a cash payment at any time to the
holders of this Warrant.  The foregoing provisions of this
Section (i) shall similarly apply to successive
reclassifications, capital reorganizations, and changes of shares
of Common Stock and to successive consolidations, mergers, sales,
leases or conveyances.  In the event that in connection with any
such capital reorganization or reclassification, consolidation,
merger, sale, lease or conveyance, additional shares of Common
Stock shall be issued in exchange, conversion, substitution, or
payment, in whole or in part, for a security of the Company other
than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of
Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The
Holder of this Warrant or of the Warrant Shares shall have such
registration rights with respect to this Warrant and the Warrant
Shares as are set forth in that certain Registration Rights
Addendum to Subscription Agreement dated concurrently herewith by
and between the Company and the Holder (the "Registration Rights
Addendum").

     (k)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to
any adjustments provided for in Section (f) hereof, the Exercise
Price in effect at any time shall also be subject to adjustment
pursuant to the liquidated damages provisions of the Registration
Rights Addendum.


                              CADIZ INC.


                              By:________________________________
                                 Stanley E. Speer
                                 Chief Financial Officer

Dated:  October 22, 2001

                          PURCHASE FORM

                                   Dated: ___________________

     The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing ______________shares
of Common Stock and hereby makes payment of _____________in
payment of the actual exercise price thereof.


             INSTRUCTIONS FOR REGISTRATION OF STOCK


Name ______________________________________________
      (Please typewrite or print in block letters)

Address  ___________________________________________

        ___________________________________________

Signature ___________________________________________


                         ASSIGNMENT FORM

     FOR VALUE RECEIVED, ______________________hereby sells,
assigns and transfers unto


Name ______________________________________________________
     (Please typewrite or print in block letters)

Address
________________________________________________________________
the right to purchase Common Stock represented by this Warrant to
the extent of ____________shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
___________________________Attorney, to transfer the same on the
books of the Company with full power of substitution in the
premises.


Date ____________________



Signature ________________________




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>6
<FILENAME>exhibit4-16.txt
<TEXT>
                                                     EXHIBIT 4.16
                                                     ------------


         WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC.

                  (Commitment Exercise Warrant)

                         ***************


    THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
     WARRANTS AND THE WARRANT SHARES MAY NOT BE SOLD UNLESS
    THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE
      WARRANTS AND WARRANT SHARES OR THERE IS AVAILABLE AN
       EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
               SECURITIES ACT OF 1933 AS AMENDED.

   Void after 5:00 p.m. New York Time, on the Expiration Date.
       Warrant to Purchase [    ] Shares of Common Stock.

                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
                  (Commitment Exercise Warrant)

     This is to Certify that, FOR VALUE RECEIVED, [Investor]
("Investor"), or assigns ("Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from Cadiz Inc., a
Delaware corporation ("Company"), [  ] ( ) shares of Common
Stock, $0.01 par value, of the Company ("Common Stock") at a
price of Seven Dollars and Fifty Cents ($7.50) per share at any
time during the period commencing on November 28, 2001 (the
"Initial Exercise Date") to the third anniversary of the Initial
Exercise Date (the "Expiration Date"), but not later than 5:00
p.m., New York Time, on the Expiration Date.  The shares of
Common Stock (or other stock or securities) deliverable upon such
exercise are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price of each share of Common Stock (as
such price may be adjusted from time to time as provided herein
or in the Registration Rights Addendum attached to the
Subscription Agreement dated as of even date herewith between
[Investor] and the Company) is hereinafter sometimes referred to
as the "Exercise Price."

     (a)  EXERCISE OF WARRANT.  This Warrant may be exercised in
whole or in part at any time or from time to time on or after the
Initial Exercise Date and until the Expiration Date, or if either
such day is a day on which banking institutions in the State of
New York are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase
Form annexed hereto duly executed and accompanied by payment of
the Exercise Price for the number of Warrant Shares specified in
such form.  The Holder may exercise this Warrant, in whole or in
part, without the payment of any cash or other property, by
presentation and surrender of this Warrant to the Company at its
principal office or at the office of its stock transfer agent, if
any, with the Purchase Form duly executed and accompanied by a
written request from the Holder instructing the Company to issue
to the Holder a number of Warrant Shares equal to the product of
(1) a fraction, (i) the numerator of which shall be the excess of
the current market price (as defined in Section (f)(8) below) of
the Common Stock on the date preceding the date of such exercise
of the Warrant over the then Exercise Price per Warrant Share and
(ii) the denominator of which shall be the current market price
(as defined in Section (f)(8) below) of the Common Stock on such
date, times (2) the number of Warrant Shares as to which the
Warrant is being exercised.  If this Warrant should be exercised
in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing
the rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder.  Upon receipt by the
Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise,
the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such
shares of Common Stock shall not then be actually delivered to
the Holder.  The Company shall pay all expenses, transfer taxes
and other charges payable in connection with the preparation,
issue and delivery of stock certificates under this Section (a),
except that, in case such stock certificates shall be registered
in a name or names other than the name of the holder of this
Warrant, all stock transfer taxes which shall be payable upon the
issuance of such stock certificate or certificates shall be paid
by the Holder at the time of delivering the Purchase Form.

     (b)  RESERVATION OF SHARES.  The Company hereby agrees that
at all times following the Initial Exercise Date there shall be
reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock (or other stock
or securities deliverable upon exercise of this Warrant) as shall
be required for issuance and delivery upon exercise of this
Warrant.  All shares of Common Stock issuable upon the exercise
of this Warrant shall be duly authorized, validly issued, fully
paid and nonassessable and free and clear of all liens and other
encumbrances.

     (c)  FRACTIONAL SHARES.  No fractional shares or script
representing fractional shares shall be issued upon the exercise
of this Warrant.  With respect to any fraction of a share called
for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the
current market value of a share, determined as follows:

          (1)  If the Common Stock is listed on a National
      Securities Exchange or admitted to unlisted trading
      privileges on such exchange or listed for trading on the
      Nasdaq system, the current market value shall be the last
      reported sale price of the Common Stock on such exchange or
      system on the last business day prior to the date of
      exercise of this Warrant or if no such sale is made on such
      day, the average closing bid and asked prices for such day
      on such exchange or system; or

          (2)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges, the current market value
      shall be the mean of the last reported bid and asked prices
      reported by the National Quotation Bureau, Inc. on the last
      business day prior to the date of the exercise of this
      Warrant; or

          (3)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges and bid and asked prices are
      not so reported, the current market value shall be an
      amount not less than the book value thereof as at the end
      of the most recent fiscal year of the Company ending prior
      to the date of the exercise of the Warrant, determined in
      good faith and in such reasonable manner as may be
      prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of
the Holder, upon presentation and surrender hereof to the Company
or at the office of its stock transfer agent, if any, for other
warrants of different denominations entitling the holder thereof
to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  This Warrant is transferable and
may be assigned or hypothecated, in whole or in part, at any time
and from time to time from the date hereof.  Upon surrender of
this Warrant to the Company at its principal office or at the
office of its stock transfer agent, if any, with the Assignment
Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant registered in the name of the assignee
named in such instrument of assignment and this Warrant shall
promptly be canceled.  This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation
hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof.  The term "Warrant"
as used herein includes any Warrants into which this Warrant may
be divided or exchanged.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and in the case of loss, theft or destruction,
of reasonably satisfactory indemnification and upon surrender and
cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.  Any
such new Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the
Company, either at law or equity, and the rights of the Holder
are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth
herein.  Furthermore, the Holder by acceptance hereof, consents
to and agrees to be bound by and to comply with all the
provisions of this Warrant.  In addition, the holder of this
Warrant, by accepting the same, agrees that the Company and the
transfer agent may deem and treat the person in whose name this
Warrant is registered as the absolute, true and lawful owner for
all purposes whatsoever, and neither the Company nor the transfer
agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the
number and kind of securities purchasable upon the exercise of
this Warrant (the "Warrant Shares") shall be subject to
adjustment from time to time upon the happening of certain events
as hereinafter provided.  The Exercise Price in effect at any
time and the Warrant Shares shall be subject to adjustment as
follows:

          (1)  In case the Company shall (i) pay a dividend or
      make a distribution on its shares of Common Stock in shares
      of Common Stock, (ii) subdivide or reclassify its
      outstanding Common Stock in shares of Common Stock into a
      greater number of shares, or (iii) combine or reclassify
      its outstanding Common Stock into a smaller number of
      shares, then the Exercise Price in effect at the time of
      the record date for such dividend or distribution or of the
      effective date of such subdivision, combination or
      reclassification shall be adjusted so that such Exercise
      Price shall equal the price determined by multiplying the
      Exercise Price in effect immediately prior to such record
      date or effective date by a fraction, the numerator of
      which is the number of shares of Common Stock outstanding
      on such record date or effective date, and the denominator
      of which is the number of shares of Common stock
      outstanding immediately after such dividend, distribution,
      subdivision, combination or reclassification.  For example,
      if the Company declares a 2 for 1 stock dividend or stock
      split and the Exercise Price immediately prior to such
      event was $8.00 per share, the adjusted Exercise Price
      immediately after such event would be $4.00 per share.

          Such adjustment shall be made successively whenever any
      event listed in this Subsection (1) shall occur.

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

         (3)  In case the Company shall hereafter declare any
      dividend outside the ordinary course of business
      ("extraordinary dividend") to all holders of its Common
      Stock(excluding those referred to in Subsections (1) or
      (2) above), then in each such case the Exercise Price in
      effect thereafter shall be determined by multiplying the
      Exercise Price in effect immediately prior thereto by a
      fraction, the numerator of which shall be the total number
      of shares of Common Stock outstanding multiplied by the
      current market price per share of Common Stock (as defined
      in Subsection (8) below), less the aggregate fair market
      value (as determined in good faith by the Company's Board
      of Directors and reasonably acceptable to the holders of a
      majority of the Series E-2 Preferred Stock) of said
      extraordinary dividend, and the denominator of which shall
      be the total number of shares of Common Stock outstanding
      multiplied by such current market price per share of
      Common Stock.

          Such adjustment shall be made successively whenever any
      such distribution is made and shall become effective
      immediately after the record date for the determination of
      shareholders entitled to receive such distribution.

          (4)  In case the Company shall issue shares of its
      Common Stock (excluding shares issued (i) in any of the
      transactions described in Subsection (1) above, (ii) upon
      exercise or conversion of options or other equity
      securities granted to the Company's employees under a plan
      or plans adopted by the Company's Board of Directors and
      approved by its shareholders (if required), if such shares
      would otherwise be included in this Subsection (4) (but
      only to the extent that the aggregate number of shares
      excluded hereby and issued after the date hereof shall not
      exceed in the aggregate 13% of the Company's Common Stock
      outstanding as of the date hereof), (iii) upon exercise of
      convertible securities outstanding at the date hereof, this
      Warrant, or any convertible securities issued subsequent to
      the date hereof which are convertible into Common Stock at
      an exercise price equal or greater to the Exercise Price as
      of the date upon which the conversion or exercise price for
      such securities is fixed (notwithstanding any subsequent
      adjustment of such exercise price as may be provided under
      the terms of such convertible security), (iv) upon the
      exercise of any convertible security as to which the
      Exercise Price has already been adjusted pursuant to
      Subsection (5) below, and (v) to shareholders of any
      corporation which merges into the Company in proportion to
      their stock holdings of such corporation immediately prior
      to such merger, upon such merger, but only if no adjustment
      is required pursuant to any other specific subsection of
      this Section (f) (without regard to Subsection (9) below)
      with respect to the transaction giving rise to such rights)
      for a consideration per share less than the Exercise Price,
      then on the date the Company fixes the offering price of
      such additional shares, the Exercise Price shall be
      adjusted immediately thereafter so that it shall equal the
      price determined by multiplying the Exercise Price in
      effect immediately prior thereto by a fraction, the
      numerator of which shall be the sum of the number of shares
      of Common Stock outstanding immediately prior to the
      issuance of such additional shares and the number of shares
      of Common Stock which the aggregate consideration received
      (determined as provided in Subsection (7) below) for the
      issuance of such additional shares would purchase at such
      Exercise Price, and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately
      after the issuance of such additional shares.

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

          (5)  In case the Company shall issue any securities
      convertible into or exchangeable for its Common Stock
      (excluding securities issued in transactions described in
      Subsections (2) and (3) above) for a consideration per
      share of Common Stock initially deliverable upon conversion
      or exchange of such securities (determined as provided in
      Subsection (7) below less than the Exercise Price in effect
      as of the date upon which the conversion or exercise price
      for such securities is fixed, then the Exercise Price shall
      be adjusted immediately thereafter so that it shall equal
      the price determined by multiplying the Exercise Price in
      effect immediately prior thereto by a fraction, the
      numerator of which shall be the sum of the number of shares
      of Common Stock outstanding immediately prior to the
      issuance of such securities and the number of shares of
      Common Stock which the aggregate consideration received
      determined as provided in Subsection (7) below) for such
      securities would purchase at such Exercise Price, and the
      denominator of which shall be the sum of the number of
      shares of Common Stock outstanding immediately prior to
      such issuance and the maximum number of shares of Common
      Stock of the Company deliverable upon conversion of or in
      exchange for such securities at the initial conversion or
      exchange price or rate.

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

          (6)  Whenever the Exercise Price payable upon exercise
      of each Warrant is adjusted pursuant to Subsections (1),
      (2), (3), (4) and (5) above, the number of Warrant Shares
      purchasable upon exercise of this Warrant shall
      simultaneously be adjusted by multiplying the number of
      Warrant Shares issuable upon exercise of this Warrant
      immediately prior to such adjustment by the Exercise Price
      in effect immediately prior to such adjustment and dividing
      the product so obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting
      consideration received pursuant to Subsections (4) and (5)
      above, the following shall apply:

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

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

                     (C)  in the case of the issuance of
           securities convertible into or exchangeable for shares
           of Common Stock, the aggregate consideration received
           therefor shall be deemed to be the consideration
           received by the Company for the issuance of such
           securities plus the additional minimum consideration,
           if any, to be received by the Company upon the
           conversion or exchange thereof (the consideration in
           each case to be determined in the same manner as
           provided in clauses (A) and (B) of this Subsection
           (7).

          (8)  For the purpose of any computation under
      Subsections (2), (3), (4) and (5) above, the current market
      price per share of Common Stock at any date shall be deemed
      to be the average of the daily closing prices for 30
      consecutive business days before such date.  The closing
      price for each day shall be the last sale price regular way
      or, in case no such reported sale takes place on such day,
      the average of the last reported bid and asked prices
      regular way, in either case on the principal national
      securities exchange on which the Common Stock is admitted
      to trading or listed, or if not listed or admitted to
      trading on such exchange, the average of the last reported
      bid and asked prices as reported by Nasdaq, or other
      similar organization if Nasdaq is no longer reporting such
      information, of if not so available, the fair market price
      as determined in good faith by the Board of Directors and
      reasonably acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be
      required unless such adjustment would require an increase
      or decrease of at least one cent ($0.01) in such price;
      provided, however, that any adjustments which by reason of
      this Subsection (9) are not required to be made shall be
      carried forward and taken into account in any subsequent
      adjustment required to be made hereunder.  All calculations
      under this Section (f) shall be made to the nearest cent or
      to the nearest one-hundredth of a share, as the case may
      be.  Anything in this Section (f) to the contrary
      notwithstanding, the Company shall be entitled, but shall
      not be required, to reduce the Exercise Price, in addition
      to those changes required by this Section (f), as it, in
      its sole discretion, shall determine to be advisable in
      order that any dividend or distribution in shares of Common
      Stock, subdivision, reclassification or combination of
      Common Stock, issuance of warrants to purchase Common Stock
      or distribution or evidences of indebtedness or other
      assets (excluding cash dividends) referred to hereinabove
      in this Section (f) hereafter made by the Company to the
      holders of its Common Stock shall not result in any tax to
      such holders of its Common Stock or securities convertible
      into Common Stock.

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

          (11) Irrespective of any adjustments in the Exercise
      Price or the number or kind of shares purchasable upon
      exercise of this Warrant, Warrants theretofore or
      thereafter issued may continue to express the same price
      and number and kind of shares as are stated in this
      Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or
number of Warrant Shares shall be adjusted as required by the
provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at
its principal office and with its stock transfer agent, if any,
an officer's certificate showing the adjusted Exercise Price or
number of Warrant Shares determined as herein provided, setting
forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of
Common Stock, if any, and such other facts as shall be necessary
to show the reason for and the manner of computing such
adjustment.  Each such officer's certificate shall be made
available at all reasonable times for inspection by the Holder or
any holder of a Warrant executed and delivered pursuant to
Sections (a) and (d) and the Company shall, forthwith after each
such adjustment, mail a copy by certified mail of such
certificate to such Holder or any such holder.

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

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case of
any consolidation or merger of the Company with or into another
entity (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result
in any reclassification, capital reorganization or other change
of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease, or
conveyance to another entity of all or substantially all of the
property and assets of the Company, the Company shall, as a
condition precedent to such transaction, cause effective
provisions to be made so that such Holder shall have the right
thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon
such reclassification, capital reorganization and other change,
consolidation, merger, sale, lease or conveyance by a holder of
the number of shares of Common Stock which might have been
purchased upon exercise of this Warrant immediately prior to such
reclassification, change, consolidation, merger, sale, lease or
conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The
Company shall not effect any such reorganization, consolidation,
merger, sale or conveyance (i) unless prior to or simultaneously
with the consummation thereof the survivor or successor
corporation (if other than the Company) resulting from such
reorganization, consolidation or merger or the corporation
purchasing such assets shall assume by written instrument
executed and sent to each holder of this Warrant, the obligation
to deliver to such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive, and containing the express
assumption by such successor corporation of the due and punctual
performance and observance of every provision herein to be
performed and observed by the Company and of all liabilities and
obligations of the Company hereunder, and (ii) in which the
Company, as opposed to another party to the reorganization,
consolidation, merger, sale or conveyance, shall be required
under any circumstances to make a cash payment at any time to the
holders of this Warrant.  The foregoing provisions of this
Section (i) shall similarly apply to successive
reclassifications, capital reorganizations, and changes of shares
of Common Stock and to successive consolidations, mergers, sales,
leases or conveyances.  In the event that in connection with any
such capital reorganization or reclassification, consolidation,
merger, sale, lease or conveyance, additional shares of Common
Stock shall be issued in exchange, conversion, substitution, or
payment, in whole or in part, for a security of the Company other
than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of
Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The
Holder of this Warrant or of the Warrant Shares shall have such
registration rights with respect to this Warrant and the Warrant
Shares as are set forth in that certain Registration Rights
Addendum to Subscription Agreement dated concurrently herewith by
and between the Company and the Holder (the "Registration Rights
Addendum").

     (k)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to
any adjustments provided for in Section (f) hereof, the Exercise
Price in effect at any time shall also be subject to adjustment
pursuant to the liquidated damages provisions of the Registration
Rights Addendum.



                           CADIZ INC.


                              By:________________________________
                                 Stanley E. Speer
                                 Chief Financial Officer

Dated:  November 28, 2001



                          PURCHASE FORM

                                   Dated: ___________________

     The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing ______________shares
of Common Stock and hereby makes payment of _____________in
payment of the actual exercise price thereof.




             INSTRUCTIONS FOR REGISTRATION OF STOCK


Name ______________________________________________
      (Please typewrite or print in block letters)

Address  ___________________________________________

        ___________________________________________

Signature ___________________________________________


                         ASSIGNMENT FORM

     FOR VALUE RECEIVED, ______________________hereby sells,
assigns and transfers unto


Name ______________________________________________________
     (Please typewrite or print in block letters)

Address
________________________________________________________________
the right to purchase Common Stock represented by this Warrant to
the extent of ____________shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
___________________________Attorney, to transfer the same on the
books of the Company with full power of substitution in the
premises.


Date ____________________



Signature ________________________




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.17
<SEQUENCE>7
<FILENAME>exhibit4-17.txt
<TEXT>
                                                     EXHIBIT 4.17
                                                     ------------


     FORM OF WARRANT TO PURCHASE COMMON STOCK OF CADIZ INC.

            (Commitment Mandatory Conversion Warrant)


                         **************


    THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
     WARRANTS AND THE WARRANT SHARES MAY NOT BE SOLD UNLESS
    THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING THE
      WARRANTS AND WARRANT SHARES OR THERE IS AVAILABLE AN
       EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
               SECURITIES ACT OF 1933 AS AMENDED.


   Void after 5:00 p.m. New York Time, on the Expiration Date.
       Warrant to Purchase [    ] Shares of Common Stock.

                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
            (Commitment Mandatory Conversion Warrant)

     This is to Certify that, FOR VALUE RECEIVED, [Investor]
("Investor"), or assigns ("Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from Cadiz Inc., a
Delaware corporation ("Company"), [   ] (  ) shares of Common
Stock, $0.01 par value, of the Company ("Common Stock") at a
price of Seven Dollars and Fifty Cents ($7.50) per share at any
time during the period commencing on the Mandatory Conversion
Date, as defined in the Company's Certificate of Designations of
Series E-2 Preferred Stock (the "Initial Exercise Date") to the
third anniversary of the Initial Exercise Date (the "Expiration
Date"), but not later than 5:00 p.m., New York Time, on the
Expiration Date.  The shares of Common Stock (or other stock or
securities) deliverable upon such exercise are hereinafter
sometimes referred to as "Warrant Shares" and the exercise price
of each share of Common Stock (as such price may be adjusted from
time to time as provided herein or in the Registration Rights
Addendum attached to the Subscription Agreement dated as of even
date herewith between [Investor] and the Company (the
"Subscription Agreement") is hereinafter sometimes referred to as
the "Exercise Price."  Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Subscription Agreement.

     Notwithstanding anything to the contrary set forth herein,
this Warrant shall not be exercisable by the Holder unless the
Mandatory Conversion Date occurs on or prior to the first
anniversary of the Initial Closing Date.  Should the Mandatory
Conversion Date not have occurred on or prior to the first
anniversary of the Initial Closing Date, then this Warrant shall
immediately and without the requirement of notice be canceled and
shall be of no further force and effect.

     (a)  EXERCISE OF WARRANT.  This Warrant may be exercised in
whole or in part at any time or from time to time on or after the
Initial Exercise Date and until the Expiration Date, or if either
such day is a day on which banking institutions in the State of
New York are authorized by law to close, then on the next
succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase
Form annexed hereto duly executed and accompanied by payment of
the Exercise Price for the number of Warrant Shares specified in
such form.  The Holder may exercise this Warrant, in whole or in
part, without the payment of any cash or other property, by
presentation and surrender of this Warrant to the Company at its
principal office or at the office of its stock transfer agent, if
any, with the Purchase Form duly executed and accompanied by a
written request from the Holder instructing the Company to issue
to the Holder a number of Warrant Shares equal to the product of
(1) a fraction, (i) the numerator of which shall be the excess of
the current market price (as defined in Section (f)(8) below) of
the Common Stock on the date preceding the date of such exercise
of the Warrant over the then Exercise Price per Warrant Share and
(ii) the denominator of which shall be the current market price
(as defined in Section (f)(8) below) of the Common Stock on such
date, times (2) the number of Warrant Shares as to which the
Warrant is being exercised.  If this Warrant should be exercised
in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing
the rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder.  Upon receipt by the
Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise,
the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such
shares of Common Stock shall not then be actually delivered to
the Holder.  The Company shall pay all expenses, transfer taxes
and other charges payable in connection with the preparation,
issue and delivery of stock certificates under this Section (a),
except that, in case such stock certificates shall be registered
in a name or names other than the name of the holder of this
Warrant, all stock transfer taxes which shall be payable upon the
issuance of such stock certificate or certificates shall be paid
by the Holder at the time of delivering the Purchase Form.

     (b)  RESERVATION OF SHARES.  The Company hereby agrees that
at all times following the Initial Exercise Date there shall be
reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock (or other stock
or securities deliverable upon exercise of this Warrant) as shall
be required for issuance and delivery upon exercise of this
Warrant.  All shares of Common Stock issuable upon the exercise
of this Warrant shall be duly authorized, validly issued, fully
paid and nonassessable and free and clear of all liens and other
encumbrances.

     (c)  FRACTIONAL SHARES.  No fractional shares or script
representing fractional shares shall be issued upon the exercise
of this Warrant.  With respect to any fraction of a share called
for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the
current market value of a share, determined as follows:

          (1)  If the Common Stock is listed on a National
      Securities Exchange or admitted to unlisted trading
      privileges on such exchange or listed for trading on the
      Nasdaq system, the current market value shall be the last
      reported sale price of the Common Stock on such exchange or
      system on the last business day prior to the date of
      exercise of this Warrant or if no such sale is made on such
      day, the average closing bid and asked prices for such day
      on such exchange or system; or

          (2)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges, the current market value
      shall be the mean of the last reported bid and asked prices
      reported by the National Quotation Bureau, Inc. on the last
      business day prior to the date of the exercise of this
      Warrant; or

          (3)  If the Common Stock is not so listed or admitted
      to unlisted trading privileges and bid and asked prices are
      not so reported, the current market value shall be an
      amount not less than the book value thereof as at the end
      of the most recent fiscal year of the Company ending prior
      to the date of the exercise of the Warrant, determined in
      good faith and in such reasonable manner as may be
      prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of
the Holder, upon presentation and surrender hereof to the Company
or at the office of its stock transfer agent, if any, for other
warrants of different denominations entitling the holder thereof
to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  This Warrant is transferable and
may be assigned or hypothecated, in whole or in part, at any time
and from time to time from the date hereof.  Upon surrender of
this Warrant to the Company at its principal office or at the
office of its stock transfer agent, if any, with the Assignment
Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant registered in the name of the assignee
named in such instrument of assignment and this Warrant shall
promptly be canceled.  This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation
hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof.  The term "Warrant"
as used herein includes any Warrants into which this Warrant may
be divided or exchanged.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and in the case of loss, theft or destruction,
of reasonably satisfactory indemnification and upon surrender and
cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.  Any
such new Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the
Company, either at law or equity, and the rights of the Holder
are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth
herein.  Furthermore, the Holder by acceptance hereof, consents
to and agrees to be bound by and to comply with all the
provisions of this Warrant.  In addition, the holder of this
Warrant, by accepting the same, agrees that the Company and the
transfer agent may deem and treat the person in whose name this
Warrant is registered as the absolute, true and lawful owner for
all purposes whatsoever, and neither the Company nor the transfer
agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the
number and kind of securities purchasable upon the exercise of
this Warrant (the "Warrant Shares") shall be subject to
adjustment from time to time upon the happening of certain events
as hereinafter provided.  The Exercise Price in effect at any
time and the Warrant Shares shall be subject to adjustment as
follows:

          (1)  In case the Company shall (i) pay a dividend or
      make a distribution on its shares of Common Stock in shares
      of Common Stock, (ii) subdivide or reclassify its
      outstanding Common Stock in shares of Common Stock into a
      greater number of shares, or (iii) combine or reclassify
      its outstanding Common Stock into a smaller number of
      shares, then the Exercise Price in effect at the time of
      the record date for such dividend or distribution or of the
      effective date of such subdivision, combination or
      reclassification shall be adjusted so that such Exercise
      Price shall equal the price determined by multiplying the
      Exercise Price in effect immediately prior to such record
      date or effective date by a fraction, the numerator of
      which is the number of shares of Common Stock outstanding
      on such record date or effective date, and the denominator
      of which is the number of shares of Common stock
      outstanding immediately after such dividend, distribution,
      subdivision, combination or reclassification.  For example,
      if the Company declares a 2 for 1 stock dividend or stock
      split and the Exercise Price immediately prior to such
      event was $8.00 per share, the adjusted Exercise Price
      immediately after such event would be $4.00 per share.

          Such adjustment shall be made successively whenever any
      event listed in this Subsection (1) shall occur.

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

               (3)  In case the Company shall hereafter declare
      any dividend outside the ordinary course of business
      ("extraordinary dividend") to all holders of its Common
      Stock(excluding those referred to in Subsections (1) or (2)
      above), then in each such case the Exercise Price in effect
      thereafter shall be determined by multiplying the Exercise
      Price in effect immediately prior thereto by a fraction,
      the numerator of which shall be the total number of shares
      of Common Stock outstanding multiplied by the current
      market price per share of Common Stock (as defined in
      Subsection (8) below), less the aggregate fair market value
      (as determined in good faith by the Company's Board of
      Directors and reasonably acceptable to the holders of a
      majority of the Series E-2 Preferred Stock) of said
      extraordinary dividend, and the denominator of which shall
      be the total number of shares of Common Stock outstanding
      multiplied by such current market price per share of Common
      Stock.

          Such adjustment shall be made successively whenever any
      such distribution is made and shall become effective
      immediately after the record date for the determination of
      shareholders entitled to receive such distribution.

          (4)  In case the Company shall issue shares of its
      Common Stock (excluding shares issued (i) in any of the
      transactions described in Subsection (1) above, (ii) upon
      exercise or conversion of options or other equity
      securities granted to the Company's employees under a plan
      or plans adopted by the Company's Board of Directors and
      approved by its shareholders (if required), if such shares
      would otherwise be included in this Subsection (4) (but
      only to the extent that the aggregate number of shares
      excluded hereby and issued after the date hereof shall not
      exceed in the aggregate 13% of the Company's Common Stock
      outstanding as of the date hereof), (iii) upon exercise of
      convertible securities outstanding at the date hereof, this
      Warrant, or any convertible securities issued subsequent to
      the date hereof which are convertible into Common Stock at
      an exercise price equal or greater to the Exercise Price as
      of the date upon which the conversion or exercise price for
      such securities is fixed (notwithstanding any subsequent
      adjustment of such exercise price as may be provided under
      the terms of such convertible security), (iv) upon the
      exercise of any convertible security as to which the
      Exercise Price has already been adjusted pursuant to
      Subsection (5) below, and (v) to shareholders of any
      corporation which merges into the Company in proportion to
      their stock holdings of such corporation immediately prior
      to such merger, upon such merger, but only if no adjustment
      is required pursuant to any other specific subsection of
      this Section (f) (without regard to Subsection (9) below)
      with respect to the transaction giving rise to such rights)
      for a consideration per share less than the Exercise Price,
      then on the date the Company fixes the offering price of
      such additional shares, the Exercise Price shall be
      adjusted immediately thereafter so that it shall equal the
      price determined by multiplying the Exercise Price in
      effect immediately prior thereto by a fraction, the
      numerator of which shall be the sum of the number of shares
      of Common Stock outstanding immediately prior to the
      issuance of such additional shares and the number of shares
      of Common Stock which the aggregate consideration received
      (determined as provided in Subsection (7) below) for the
      issuance of such additional shares would purchase at such
      Exercise Price, and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately
      after the issuance of such additional shares.

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

          (5)  In case the Company shall issue any securities
      convertible into or exchangeable for its Common Stock
      (excluding securities issued in transactions described in
      Subsections (2) and (3) above) for a consideration per
      share of Common Stock initially deliverable upon conversion
      or exchange of such securities (determined as provided in
      Subsection (7) below less than the Exercise Price in effect
      as of the date upon which the conversion or exercise price
      for such securities is fixed, then the Exercise Price shall
      be adjusted immediately thereafter so that it shall equal
      the price determined by multiplying the Exercise Price in
      effect immediately prior thereto by a fraction, the
      numerator of which shall be the sum of the number of shares
      of Common Stock outstanding immediately prior to the
      issuance of such securities and the number of shares of
      Common Stock which the aggregate consideration received
      determined as provided in Subsection (7) below) for such
      securities would purchase at such Exercise Price, and the
      denominator of which shall be the sum of the number of
      shares of Common Stock outstanding immediately prior to
      such issuance and the maximum number of shares of Common
      Stock of the Company deliverable upon conversion of or in
      exchange for such securities at the initial conversion or
      exchange price or rate.

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

          (6)  Whenever the Exercise Price payable upon exercise
      of each Warrant is adjusted pursuant to Subsections (1),
      (2), (3), (4) and (5) above, the number of Warrant Shares
      purchasable upon exercise of this Warrant shall
      simultaneously be adjusted by multiplying the number of
      Warrant Shares issuable upon exercise of this Warrant
      immediately prior to such adjustment by the Exercise Price
      in effect immediately prior to such adjustment and dividing
      the product so obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting
      consideration received pursuant to Subsections (4) and (5)
      above, the following shall apply:

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

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

                     (C)  in the case of the issuance of
           securities convertible into or exchangeable for shares
           of Common Stock, the aggregate consideration received
           therefor shall be deemed to be the consideration
           received by the Company for the issuance of such
           securities plus the additional minimum consideration,
           if any, to be received by the Company upon the
           conversion or exchange thereof (the consideration in
           each case to be determined in the same manner as
           provided in clauses (A) and (B) of this Subsection
           (7)).

          (8)  For the purpose of any computation under
      Subsections (2), (3), (4) and (5) above, the current market
      price per share of Common Stock at any date shall be deemed
      to be the average of the daily closing prices for 30
      consecutive business days before such date.  The closing
      price for each day shall be the last sale price regular way
      or, in case no such reported sale takes place on such day,
      the average of the last reported bid and asked prices
      regular way, in either case on the principal national
      securities exchange on which the Common Stock is admitted
      to trading or listed, or if not listed or admitted to
      trading on such exchange, the average of the last reported
      bid and asked prices as reported by Nasdaq, or other
      similar organization if Nasdaq is no longer reporting such
      information, of if not so available, the fair market price
      as determined in good faith by the Board of Directors and
      reasonably acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be
      required unless such adjustment would require an increase
      or decrease of at least one cent ($0.01) in such price;
      provided, however, that any adjustments which by reason of
      this Subsection (9) are not required to be made shall be
      carried forward and taken into account in any subsequent
      adjustment required to be made hereunder.  All calculations
      under this Section (f) shall be made to the nearest cent or
      to the nearest one-hundredth of a share, as the case may
      be.  Anything in this Section (f) to the contrary
      notwithstanding, the Company shall be entitled, but shall
      not be required, to reduce the Exercise Price, in addition
      to those changes required by this Section (f), as it, in
      its sole discretion, shall determine to be advisable in
      order that any dividend or distribution in shares of Common
      Stock, subdivision, reclassification or combination of
      Common Stock, issuance of warrants to purchase Common Stock
      or distribution or evidences of indebtedness or other
      assets (excluding cash dividends) referred to hereinabove
      in this Section (f) hereafter made by the Company to the
      holders of its Common Stock shall not result in any tax to
      such holders of its Common Stock or securities convertible
      into Common Stock.

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

          (11) Irrespective of any adjustments in the Exercise
      Price or the number or kind of shares purchasable upon
      exercise of this Warrant, Warrants theretofore or
      thereafter issued may continue to express the same price
      and number and kind of shares as are stated in this
      Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or
number of Warrant Shares shall be adjusted as required by the
provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at
its principal office and with its stock transfer agent, if any,
an officer's certificate showing the adjusted Exercise Price or
number of Warrant Shares determined as herein provided, setting
forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of
Common Stock, if any, and such other facts as shall be necessary
to show the reason for and the manner of computing such
adjustment.  Each such officer's certificate shall be made
available at all reasonable times for inspection by the Holder or
any holder of a Warrant executed and delivered pursuant to
Sections (a) and (d) and the Company shall, forthwith after each
such adjustment, mail a copy by certified mail of such
certificate to such Holder or any such holder.

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

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the Company, or in case of
any consolidation or merger of the Company with or into another
entity (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result
in any reclassification, capital reorganization or other change
of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease, or
conveyance to another entity of all or substantially all of the
property and assets of the Company, the Company shall, as a
condition precedent to such transaction, cause effective
provisions to be made so that such Holder shall have the right
thereafter by exercising this Warrant at any time prior to the
expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon
such reclassification, capital reorganization and other change,
consolidation, merger, sale, lease or conveyance by a holder of
the number of shares of Common Stock which might have been
purchased upon exercise of this Warrant immediately prior to such
reclassification, change, consolidation, merger, sale, lease or
conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The
Company shall not effect any such reorganization, consolidation,
merger, sale or conveyance (i) unless prior to or simultaneously
with the consummation thereof the survivor or successor
corporation (if other than the Company) resulting from such
reorganization, consolidation or merger or the corporation
purchasing such assets shall assume by written instrument
executed and sent to each holder of this Warrant, the obligation
to deliver to such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive, and containing the express
assumption by such successor corporation of the due and punctual
performance and observance of every provision herein to be
performed and observed by the Company and of all liabilities and
obligations of the Company hereunder, and (ii) in which the
Company, as opposed to another party to the reorganization,
consolidation, merger, sale or conveyance, shall be required
under any circumstances to make a cash payment at any time to the
holders of this Warrant.  The foregoing provisions of this
Section (i) shall similarly apply to successive
reclassifications, capital reorganizations, and changes of shares
of Common Stock and to successive consolidations, mergers, sales,
leases or conveyances.  In the event that in connection with any
such capital reorganization or reclassification, consolidation,
merger, sale, lease or conveyance, additional shares of Common
Stock shall be issued in exchange, conversion, substitution, or
payment, in whole or in part, for a security of the Company other
than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of
Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.  The
Holder of this Warrant or of the Warrant Shares shall have such
registration rights with respect to this Warrant and the Warrant
Shares as are set forth in that certain Registration Rights
Addendum to Subscription Agreement dated concurrently herewith by
and between the Company and the Holder (the "Registration Rights
Addendum").

     (k)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to
any adjustments provided for in Section (f) hereof, the Exercise
Price in effect at any time shall also be subject to adjustment
pursuant to the liquidated damages provisions of the Registration
Rights Addendum.


                                 CADIZ INC.


                              By:________________________________
                                 Stanley E. Speer
                                 Chief Financial Officer

Dated:  November 28, 2001



                          PURCHASE FORM

                                   Dated: ___________________

     The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing ______________shares
of Common Stock and hereby makes payment of _____________in
payment of the actual exercise price thereof.




             INSTRUCTIONS FOR REGISTRATION OF STOCK


Name ______________________________________________
      (Please typewrite or print in block letters)

Address  ___________________________________________

        ___________________________________________

Signature ___________________________________________


                         ASSIGNMENT FORM

     FOR VALUE RECEIVED, ______________________hereby sells,
assigns and transfers unto


Name ______________________________________________________
     (Please typewrite or print in block letters)

Address
________________________________________________________________
the right to purchase Common Stock represented by this Warrant to
the extent of ____________shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
___________________________Attorney, to transfer the same on the
books of the Company with full power of substitution in the
premises.


Date ____________________



Signature ________________________




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>exhibit23-1.txt
<TEXT>
                                                 EXHIBIT 23.1
                                                 ------------




             CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
February 16, 2001, except as to Note 14, which is as of March
13, 2001, relating to the financial statements and financial
statement schedules of Cadiz Inc., and our report dated
February 16, 2001 relating to the financial statements of Sun
World International, Inc., which appear in Cadiz Inc.'s
Annual Report on Form 10-K for the year ended December 31,
2000.  We also consent to the reference to us under the
heading "Experts" in such Registration Statement and to the
reference to us under the heading "Selected Financial Data"
in such Annual Report on Form 10-K.




/s/ PricewaterhouseCoopers LLP
_______________________________
  PricewaterhouseCoopers LLP




Los Angeles, California
December 11, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>9
<FILENAME>exhibit5-1.txt
<TEXT>
                                                      EXHIBIT 5.1
                                                -----------------


                        December 12, 2001



Cadiz Inc.
100 Wilshire Boulevard
Suite 1600
Santa Monica, CA 90401-11111

Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     Our opinion has been requested in connection with the
Registration Statement to which this opinion is filed as an
exhibit.

     We have examined the Registration Statement and have
examined, and have relied as to matters of fact upon, the
originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents
and other instruments and such certificates or comparable
documents of public officials and of officers and representatives
of Cadiz Inc. (the "Company"), and have made such other and
further investigations, as we have deemed relevant and necessary
as a basis for the opinion hereinafter set forth. Based on and
subject to the above, it is our opinion that:  (i) of the total
1,623,184 shares of common stock being registered, 40,000 shares
which are currently outstanding are duly authorized, legally
issued, fully paid and non-assessable, and 1,583,184 shares of
common stock, when issued as contemplated under the terms of the
agreements, warrants or convertible preferred stock governing
their issuance, will be duly authorized, legally issued, fully
paid and non-assessable; and (ii) the warrants to purchase
215,000 shares of common stock being registered are duly
authorized, legally issued, fully paid and non-assessable.

     We are members of the Bar of the State of California and we
do not express any opinion herein concerning any law other than
the law of the State of California, the General Corporation Law
of the State of Delaware and the federal law of the United
States.

     We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name
under the heading "Legal Matters" in the prospectus forming a
part of the Registration Statement.

                                   Very truly yours,

                                   /s/ MILLER & HOLGUIN
                                   ---------------------
                                   Miller & Holguin


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