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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>s3april2002.txt
<TEXT>
As filed with the Securities and Exchange Commission on May 3, 2002

                                       Registration No. 333-_______

               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
                                       Proposed   Proposed
  Title of Each                        Maximum    Maximum
  Class of         Amount              Offering   Aggregate  Amount of
  Securities to    to be               Price      Offering   Registration
  be Registered    Registered          Per Unit   Price      Fee
  ---------------- ------------------  ---------- --------   ----------
  Common Stock,
   Par Value
  $0.01 Per Share  1,500,000 Shares(1) $ 10.19(2) $15,285,000 $1,406.22

  Warrants for
   the Purchase
   of Common
   Stock           250,000 Warrants(3)
================================================================

(1)  The shares of common stock which may be offered by the
     selling securityholder pursuant to this registration
     statement include but are not limited to:  (i) up to 250,000
     shares of common stock issuable upon the exercise of
     warrants and (ii) up to 1,250,000 shares of common stock
     issuable upon the conversion of up to $10,000,000 of Cadiz'
     indebtedness.   In accordance with Rule 416 of Regulation C
     under the Securities Act of 1933, this registration
     statement also covers any additional shares of common stock
     issued or issuable to the selling securityholder as a result
     of a stock split, stock dividend or similar transaction.

(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 the Nasdaq National Stock Market
     for April 29, 2002, 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 May 3, 2002, SUBJECT TO COMPLETION

                           CADIZ INC.
WARRANTS FOR THE PURCHASE OF 250,000 SHARES OF COMMON STOCK AND COMMON STOCK
  UNDERLYING WARRANTS AND 1,250,000 ADDITIONAL SHARES OF COMMON STOCK

     The selling securityholder is offering and selling:

       *  warrants to purchase 250,000 shares of common stock and
          250,000 shares of common stock issuable upon the
          exercise of these warrants; and

       *  1,250,000 additional shares of common stock issuable
          upon conversion of up to $10 million of Cadiz'
          indebtedness.

     We issued the 250,000 warrants to the selling securityholder
in a private transaction exempt from the registration requirements
of the Securities Act of 1933.  We issued these warrants to the
selling securityholder as partial consideration to induce an
indirect affiliate of the selling securityholder to extend until
January 31, 2003 the due date of $15 million of previously
outstanding loans from this affiliate to Cadiz.  In March 2002, we
obtained $10 million in additional loans from the same lender
which are convertible into common stock at a conversion rate of $8
per share, at the lender's option.  The resale by the selling
securityholder of up to 1,250,000 shares of common stock issuable
upon conversion of this indebtedness is also registered under this
prospectus.   We do not know when or how the selling
securityholder intends to sell its shares or warrants or what the
price, terms or conditions of any sales will be.  The selling
securityholder may sell the shares or warrants directly or through
underwriters, dealers or agents, who may receive compensation.
The selling securityholder 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 securityholder.
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.  Half of the warrants
entitle the holders to purchase common stock at an initial
exercise price per share of $8.80.  The remaining warrants are
exercisable at an initial exercise price per share of $8.73.

     Cadiz' common stock is traded on the Nasdaq National Stock
Market System under the symbol "CLCI".  On May 2, 2002, the
last reported sale price of our common stock on Nasdaq was $10.67.

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

     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 1 TO
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___________, 2002.

                        TABLE OF CONTENTS

                                                             Page

Notice About Forward Looking Statements. . . . . . . . . . . . 1

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

Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . .1

Description of Securities. . . . . . . . . . . . . . . . . . . 6

Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 8

Sales by Selling Securityholder. . . . . . . . . . . . . . . . 8

Plan of Distribution. . . . . . . . . . . . . . . . . . . . . 10

Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . .11

Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Where You Can Find More Information. . . . . . . . . . . . . .11

                          Page i

             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 1.  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
and listed in "Where You Can Find More Information" on page 11.

                    ABOUT CADIZ AND SUN WORLD

     Cadiz' 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 and agricultural properties located
throughout central and southern California with valuable 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 high-quality 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.

                          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 AND MAY NEVER ACHIEVE
AND MAINTAIN PROFITABILITY UNLESS WE SUCCESSFULLY IMPLEMENT OUR
WATER DEVELOPMENT PROGRAMS.  Our net losses were $8.6 million for
the year ended December 31, 1999, $22.5 million for the year
ended

                          Page 1

December 31, 2000 and $25.7 million for the year ended
December 31, 2001.  We have derived substantially all of our
revenues to date from our agricultural operations as conducted
through our Sun World subsidiary.  Until such time, if ever, as
we generate significant revenues from our water development
programs, our consolidated results of operations will be largely
dependent upon the results of our agricultural operations.  We
may never become profitable unless we are able to successfully
implement our water development programs.  If we do become
profitable, we may not be able to remain profitable.

     FACTORS OUTSIDE OF OUR CONTROL CAN AFFECT THE PROFITABILITY
OF OUR 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.  Adverse weather conditions, insects, blight or
other diseases, labor boycotts or strikes and shortages of
competent laborers could also affect the profitability of our
agricultural operations, as could changes in governmental
policies and industry production levels.

     IF WE DO NOT RECEIVE THE APPROVAL OF GOVERNMENTAL
REGULATORS, WE WILL NOT BE ABLE TO IMPLEMENT OUR WATER
DEVELOPMENT PROGRAMS.  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 programs.  We are in the process of obtaining the
required federal and local regulatory approvals for the Cadiz
Groundwater and Dry-Year Supply Program, one of our water
development programs.  We sometimes refer to the Cadiz
Groundwater and Dry-Year Supply Program in this prospectus as the
"Cadiz Program".   Under the proposed terms of the Cadiz 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 by pipeline to Metropolitan's service area.  We
cannot assure you that we will be successful in obtaining the
necessary approvals for this program by our target of the second
quarter of 2002 or at all.  Even if we obtain these approvals, we
cannot assure you that the Cadiz Program will become operational,
if at all, by our target of 18 to 24 months after we obtain these
approvals.  Nor can we assure you that we will be able to receive
regulatory approvals for, or successfully implement, any of our
other water development programs.

     IF WE DO NOT REACH A FINAL AGREEMENT WITH THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA, WE WILL NOT BE ABLE TO
IMPLEMENT THE CADIZ PROGRAM.  In July 1998, Cadiz and
Metropolitan approved "principles," or outline terms, for a 50-
year agreement governing the Cadiz Program.  Following extensive
negotiations, Cadiz and Metropolitan further refined the
"principles" to reach agreement on the basic economic terms of
the program and allocate responsibilities under the program.
Metropolitan's board of directors approved these definitive terms
in April 2001.  These definitive terms will serve as the basis
for a final agreement to be executed by Cadiz and Metropolitan.
Metropolitan will not enter into a final agreement with Cadiz
until Cadiz receives the required approvals from federal and
state regulators.  As discussed in the preceding paragraph, we
cannot assure you that we will be able to obtain the required
approvals.  Even if we do obtain the required approvals, we
cannot assure you that we will be able to reach agreement with
Metropolitan on the final terms of the Cadiz Program.

     LITIGATION BY ENVIRONMENTAL GROUPS MAY DELAY OR PREVENT THE
IMPLEMENTATION OF OUR WATER DEVELOPMENT PROGRAMS.  If we are
successful in obtaining the necessary approvals from
environmental regulators to implement our water development
programs, including the Cadiz Program, we may face challenges
from environmental groups and other opponents of our water

                          Page 2

development programs.  If these groups commence litigation after
governmental regulators approve the Cadiz Program, we may be
delayed or even prevented from implementing our water development
programs.

     IF WE CANNOT OBTAIN ADDITIONAL FINANCING TO FUND DESIGN AND
CONSTRUCTION COSTS, WE MAY NOT BE ABLE TO IMPLEMENT OUR WATER
DEVELOPMENT PROGRAMS.  As we continue to pursue our business
strategy, we will require additional financing in connection with
our water development programs and construction of those
programs.  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 Program.  We are analyzing alternatives
for funding our 50% share of the estimated $150 million cost of
the program capital facilities.  These funding alternatives
include long-term financing arrangements and utilizing monies we
expect to receive from Metropolitan for its initial purchase of
indigenous groundwater or storage rights.  If we are unable to
obtain funding for our share of the cost from any of these
alternative sources, then the Cadiz Program will not go forward.
If the Cadiz Program does not go forward, then we may never
become profitable.  We cannot assure you that we will be able to
finance the costs of implementing the Cadiz Program or any of our
other water development programs.

     WE MAY NOT BE ABLE TO MAKE TIMELY PAYMENTS OF PRINCIPAL AND
INTEREST ON OUR INDEBTEDNESS, WHICH MAY RESULT IN A FORECLOSURE
ON OUR ASSETS.  If we cannot generate sufficient cash flow to
make timely payments of principal and interest on our
indebtedness, or if we otherwise fail to comply with the terms of
agreements governing our indebtedness, we may default on our
obligations.  If we default on our obligations, our lenders may
sell off the assets that we have put up as collateral.  This, in
turn, may result in a cessation or sale of our operations.

     As of March 31, 2002, Cadiz and Sun World had indebtedness
outstanding to third parties of $35.1 million and $7.3 million,
respectively, under various term loans and revolving credit
facilities.  Sun World also has $115 million of 11-1/4% First
Mortgage Notes due April 15, 2004.  The assets of Cadiz and Sun
World have been put up as collateral to secure the payment of the
Cadiz and Sun World debt.  Cadiz' term loans and revolving credit
facility are secured by its real property and water rights,
except for property and rights owned by Sun World.   The Sun
World mortgage notes are secured by a first lien on 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 mortgage notes are also
secured by the stock of Sun World held by Cadiz.

     IF OUR EXISTING CREDIT FACILITIES EXPIRE OR ARE INSUFFICIENT
TO MEET OUR NEEDS, WE MAY NOT BE ABLE TO SECURE FINANCING FROM
NEW LENDERS TO FUND OUR DAY-TO-DAY AGRICULTURAL OPERATIONS AND
IMPLEMENT OUR WATER DEVELOPMENT PROGRAMS.  Cadiz and Sun World
currently rely on two revolving credit facilities under which
they can borrow, collectively, $55 million to meet their working
capital needs.  $27.9 million was outstanding under these
revolving credit facilities as of March 31, 2002.  These
revolving credit facilities and $15.9 million of the two
company's term loans are scheduled to expire or mature at various
times through January 31, 2003.  If our current lenders do not
renew our loan facilities, we may not be able to obtain credit
elsewhere.  Even if our current lenders renew our existing loan
facilities, we cannot assure you that these lenders will give us
additional credit should we need it.

     THE PROPOSED COMBINATION OF OUR SUN WORLD SUBSIDIARY WITH
KINGDOM AGRICULTURAL HOLDING COMPANY (KADCO) MAY NOT OCCUR IF
NUMEROUS CONDITIONS ARE NOT MET.  On January 16, 2002, we
announced our agreement in principle with KADCO, a private
Egyptian company owned by HRH Prince Alwaleed Bin Talal Bin Abdul
Aziz Alsaud, to combine the businesses of Sun World and KADCO.
Following the proposed combination, KADCO's shareholders will
have a 49.75% interest in the combined business, while Cadiz will
retain an ownership interest of 50.25%. The proposed combination
is subject to the negotiation and execution of definitive
agreements and a

                          Page 3

number of other important conditions.  These
include obtaining consents of governmental authorities and third
parties with whom we have contracts, including our lenders.
KADCO and Sun World must also complete a "due diligence" review
of the other's operations.  Further, KADCO must obtain additional
equity financing in order to complete the transaction.  We cannot
assure you that we will be successful in negotiating the final
agreements with KADCO or that the proposed combination will take
place.

     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 EXTRACTION, MONITORING AND 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.

     IF CURRENT WATER QUALITY STANDARDS CHANGE, OUR COST OF
COMPLYING WITH THESE STANDARDS MAY INCREASE SIGNIFICANTLY AND AS
A RESULT WE MAY NOT BE ABLE TO SELL OUR WATER TO WATER AGENCIES
AT PROFITABLE OR COMPETITIVE PRICES.  Both the U.S. Environmental
Protection Agency and the California Department of Health
Services enforce regulations governing water quality standards
and maximum contaminant levels.  These regulations affect water
agencies that supply water directly to consumers and that may buy
or lease water from us.  If current standards for contaminants
such as arsenic and chromium-6 are revised in the future, our
cost of complying with these standards may increase
significantly, and  we may not be able to sell our surplus water
and water rights to these water agencies at profitable or
competitive prices.

     FACTORS OUTSIDE OF OUR CONTROL MAY DELAY OR PREVENT THE
IMPLEMENTATION OF OUR WATER DEVELOPMENT PROGRAMS.  Factors which
may delay or prevent the implementation of our water development
programs include:

     *    Unforeseen technical difficulties and 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.

If any of the events listed above occurs, we cannot assure you
that we will be able to implement our water development programs
on schedule or at all.

     IF WE ARE UNABLE TO CREATE SUFFICIENT MARKETPLACE DEMAND FOR
OUR HIGH QUALITY 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.  If our marketing efforts and emphasis on
the quality of our trademarked brands do not generate sufficient
demand for our

                          Page 4

agricultural products, we may have to lower our
prices to be competitive with other producers and our sales could
be reduced.

     SEASONAL TRENDS CHARACTERISTIC OF THE AGRICULTURAL INDUSTRY
CAUSE SUN WORLD'S OPERATING RESULTS TO FLUCTUATE FROM QUARTER TO
QUARTER.  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 COMPLY WITH ENVIRONMENTAL REGULATIONS RELATED
TO AGRICULTURAL OPERATIONS COULD RESULT IN SUBSTANTIAL CLEAN-UP
COSTS AND CAUSE A DECLINE IN THE VALUE OF OUR PROPERTIES.  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 FAILURE TO COMPLY WITH FOOD SAFETY REGULATIONS COULD
REDUCE THE PROFITABILITY OF OUR AGRICULTURAL OPERATIONS.  Our
agricultural operations are subject to regulations governing food
safety which are 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.  If we violate these regulations, we may be
prevented from selling our agricultural products and become
exposed to potential tort liability.  These events could
adversely affect the marketing of our agricultural products,
which in turn could reduce the profitability of our agricultural
operations.

     WE HAVE IMPLEMENTED ANTI-TAKEOVER PROVISIONS THAT COULD
DISCOURAGE OR PREVENT AN ACQUISITION OF OUR COMPANY, EVEN IF THE
ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS, AND AS A
RESULT OUR MANAGEMENT MAY BECOME ENTRENCHED AND HARD TO REPLACE.
Provisions in our certificate of incorporation and bylaws could
make it more difficult for a third party to acquire us, even if
doing so would benefit our stockholders.  These provisions
include:

     * allowing our board of directors, exclusively, to fix the
       number of the company's board of directors;

     * allowing our board of directors, exclusively, to fill a
       vacancy created by an expansion of the board of
       directors, subject only to the rights of preferred
       stockholders;

     * allowing our board of directors to issue, without
       stockholder approval, up to 100,000 shares of preferred
       stock with terms set by the board of directors;

     * limiting the ability of holders of our outstanding common
       stock to call a special meeting of our stockholders; and

     * preventing stockholders from taking actions by written
       consent and requiring all stockholder actions to be taken
       at a meeting of our stockholders.

Each of these provisions, as well as selected provisions of
Delaware law, could discourage potential takeover attempts, could
adversely affect the market price of our common stock and could
cause our management to become entrenched and hard to replace.
In addition, we have adopted a stockholder rights plan that,
along with the provisions of our Certificate of Incorporation and
bylaws, may have the effect of discouraging transactions
involving a change of control of our company.

                          Page 5

     THE SALE OF SHARES COVERED BY THIS PROSPECTUS AND FUTURE
SALES OF COMMON STOCK COULD REDUCE THE MARKET PRICE OF OUR COMMON
STOCK PRICE AND DILUTE OUR EARNINGS PER SHARE.  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.  Similarly, the
perception that additional shares of our common stock could be
sold in the public market in the future, could cause a reduction
in the trading price of our stock.  As of March 31, 2002, there
were 36,230,241 shares of common stock and the following
securities convertible into common stock outstanding, not
including the common stock and warrants covered by this
prospectus:

     * 1.8 million employee stock options, the common shares
       underlying which have been registered on registration
       statements on Form S-8;

     * 1,240,000 vested warrants outstanding;

     * 817,325 deferred stock units;

     * our Series D Convertible Preferred Stock convertible into
       625,000 shares of common stock; and

     * our Series E-1 and Series E-2 Convertible Preferred Stock
       convertible into 1.0 million shares of common stock.

An additional 542,847 shares of our common stock are available
for grant under our stock option plan.

     WE ARE RESTRICTED BY CONTRACT FROM PAYING DIVIDENDS AND WE
DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.  As a
result, any return on investment on our common stock will depend
primarily upon the appreciation in the price of our common stock.
To date, we have never paid a cash dividend on our common stock.
Our ability to receive distributions from Sun World's cash flow
and to pay dividends in turn to our stockholders is restricted by
a series of covenants in the indenture governing 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 by us
or by Sun World other than out of cumulative net income.  Similar
restrictions are contained in the loan documents governing Sun
World's secured $30 million revolving credit facility, Sun
World's $5 million unsecured term loan and Cadiz' $25 million
revolving credit facility.  As we have a history of operating
losses, we have been unable to date to pay dividends.  Even if we
post a profit in future years, we currently intend to retain all
future earnings for the operation of our business.  As a result,
we do not anticipate that we will declare any dividends in the
foreseeable future.

                    DESCRIPTION OF SECURITIES

     The selling securityholder, Middenbank Curacao, N.V., is
offering and selling under this prospectus:

     * warrants to purchase 250,000 shares of common stock and
       250,000 shares of common stock issuable upon the exercise
       of these warrants; and

     * 1,250,000 shares of common stock issuable upon conversion
       of up to $10 million of Cadiz indebtedness held by ING
       Baring (U.S.) Capital LLC, a limited liability corporation
       which is indirectly affiliated with the selling
       securityholder.

                          Page 6

     The description of our common stock is contained in our
registration statement filed with the SEC on Form 8-A on May 8,
1984, file number 012114, as amended by reports on:

     * Form 8-K filed with the SEC on May 26, 1988, file number
       403832;

     * Form 8-K filed with the SEC on June 2, 1992, file number
       92161827; and

     * Form 8-K filed with the SEC on May 18, 1999, file number
       000-12114.

     The basic terms of the warrants being offered and sold under
this prospectus are set forth in the table below:


                  Number                When the
Name of Selling   of        Exercise    Warrants Can  Expiration
Securityholder    Warrants  Price       Be Exercised  Date
----------------  -------- ------------ ------------  ----------------
Middenbank        125,000  $ 8.80       Immediately   February 1, 2005
  Curacao, N.V.            (subject to
                            adjustment)

                  125,000  $ 8.73       Immediately   April 1, 2005
                           (subject to
                            adjustment)

     The exercise price of all of the warrants described in the
table will be reduced if Cadiz does not receive various
regulatory approvals for the Cadiz Program and/or pay off its
outstanding term and revolving loans to ING Baring (U.S.) Capital
LLC, an entity indirectly affiliated with the selling
securityholder, by the target dates as described in this
paragraph.  Specifically, if the approvals are obtained by June
30, 2002, the exercise price of the warrants will be reduced by
$0.25 if all loans are not repaid by July 31, 2002 and by an
additional $0.25 if all loans are not repaid by October 31, 2002.
If the approvals are not obtained by June 30, 2002, the price of
the warrants will be reduced by $0.75 if all loans are not repaid
by July 31, 2002 and by an additional $0.75 if all loans are not
repaid by October 31, 2002.  The exercise price of the warrants
will be reduced to $0.01 if all loans are not repaid by January
30, 2003.

     The exercise price and number of shares of common stock which
may be purchased upon exercise of any of the warrants held by
Middenbank Curacao, N.V., as described in the table above, are
subject to "anti-dilution" adjustments in the event of any:

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

    *  Subdivision, reclassification or combination of our common
       stock;

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

    *  Distribution to all holders of our common stock of any
       assets or indebtedness, or subscription rights or warrants;

    *  Issuance of common stock at a price less than the market
       price of our common stock; or

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

                          Page 7

     If any of the "dilution" events listed above occurs, the
exercise price of the warrants will be adjusted according to a
"weighted average" formula.  That is to say, the adjusted exercise
price of the warrants will be determined by multiplying the
original exercise price by a fraction, the numerator of which will
equal the number of shares of common stock outstanding on the date
the "dilution" event occurs, and the denominator of which will
equal the number of shares of common stock after the "dilution"
event occurs.  Whenever the exercise price of the warrants is
adjusted as described above, the number of shares of common stock
purchasable upon exercise of the warrants will be simultaneously
adjusted.  This adjustment will be made by multiplying the number
of shares of common stock issuable upon exercise of the warrants
immediately prior to the "dilution" event by the exercise price in
effect immediately prior to the "dilution" event and dividing the
product so obtained by the adjusted exercise price.

     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.

                         USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling
securityholder 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 the "cashless exercise" provision.  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 SECURITYHOLDER

     The selling securityholder is offering warrants to purchase
up to 250,000 shares of Cadiz common stock and the common stock
issuable upon the exercise of these 250,000 warrants, and
1,250,000 shares of common stock issuable upon conversion of up to
$10 million of Cadiz' indebtedness held by an indirect affiliate
of the selling securityholder.  The following table sets forth, as
of the date of the prospectus, the name of the selling
securityholder, the number of shares of common stock and warrants
to purchase common stock that the selling securityholder
beneficially owns as of May 1, 2002, the number of shares of
common stock and warrants to purchase common stock beneficially
owned by the selling securityholder 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 securityholder assuming the sale of all
the common stock and warrants to purchase common stock offered by
this prospectus.

     Except as indicated above, the selling securityholder has not
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 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 contained in this prospectus.

                          Page 8

                 Securities                    Securities     Percentage
                 Beneficially    Securities    Beneficially   Ownership
                 Owned Prior     Offered       Owned After    After
 Securityholder  to Offering(1)  for Sale      Offering(1)(2) Offering(1)(3)
 --------------  --------------  ------------  -------------- ---------
 Middenbank
  Curacao, N.V.   2,436,864(4)   1,500,000(5)  936,864(6)      2.53%
-----------------------

(1)  The number of shares in the chart reflected as being beneficially
     owned by the selling securityholder both prior to and after the
     offering contemplated by this prospectus, and the selling
     securityholder's percentage ownership after the offering, are
     based upon information determined by the selling securityholder in
     accordance with Rule 13d-3 of the Exchange Act and provided by the
     selling securityholder to Cadiz and a Schedule 13G filed by the selling
     securityholder and certain of its affiliates on May 1, 2002.

(2)  The number of shares set forth in this column assumes the sale of
     all shares of common stock offered under this prospectus.

(3)  The percentage ownership in the table was provided to Cadiz after
     being calculated by the selling securityholder in accordance with
     Rule 13d-3, based upon 36,230,241 shares of common stock stated by
     Cadiz as being outstanding as of March 31, 2002.

(4)  The 2,436,864 securities beneficially owned by
     Middenbank Curacao, N.V. prior to this offering include the
     1,500,000 securities offered for sale by the selling
     securityholder pursuant to this prospectus and as described
     in detail in Note 5, plus 936,864 additional securities
     as described in detail in Note 6.

(5)  The 1,500,000 securities offered for sale by Middenbank
     Curacao, N.V., under this prospectus include warrants to
     purchase 250,000 shares of common stock and the common stock
     underlying these warrants, and 1,250,000 additional shares of
     common stock, all as described in the following table:


     Title Of       Number of
     Security       Securities
     Included In    Included
     This           in This     When the Securities Will Be Acquired
     Prospectus     Prospectus  by Middenbank Curacao, N.V.
     -------------  ----------  ---------------------------------------

     Warrants to    250,000     These warrants were issued to
     Purchase        warrants   Middenbank Curacao, N.V. prior to the
     Common Stock               date of this prospectus.

     Common Stock   250,000     These shares will be issued to
     (underlying     shares     Middenbank Curacao, N.V., upon the
     the warrants               exercise of the 250,000 warrants
     to purchase                described above.  The terms of
     common                     exercise are described in this
     stock)                     prospectus under the caption
                                "Description of Securities."

     Common Stock  1,250,000    These shares will be issued upon the
                    shares      conversion of up to $10 million
                                principal amount of revolving loans
                                made by ING Baring (U.S.) Capital LLC,
                                an indirect affiliate of Middenbank
                                Curacao, N.V., to Cadiz prior to the
                                date of this prospectus.

(6)  These 936,864 securities consist of 825,000 warrants
     to purchase shares of common stock and the common stock
     underlying these warrants, plus 111,864 additional shares
     of common stock.  These 936,864 securities have previously been
     registered on a registration statement on Form S-3 filed with
     the Securities and Exchange Commission on January 16, 2001,
     as amended.  The aforementioned registration statement also
     registers 350,000 additional shares of common stock, which
     are issuable to the selling securityholder in lieu of cash
     payment of interest on outstanding indebtedness of Cadiz to
     an indirect affiliate of the selling securityholder.

                          Page 9

                      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 securityholder named in this prospectus, by its donees or
transferees, or by its 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
securityholder, and any discounts or commissions payable with
respect to sales of the shares and warrants.

     The selling securityholder 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 securityholder from time to time may also offer and sell
the shares or warrants in private transactions at negotiated
prices.  The selling securityholder may sell its 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 securityholder 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 securityholder may pledge or
grant a security interest in some or all of the shares or
warrants which it owns.  If the selling securityholder defaults in
the 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 securityholder 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 the 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 the 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
notification of any change in the plan of distribution.

     The selling securityholder 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 securityholder
against liabilities it 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
securityholder 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
securityholder for use in this prospectus or the registration
statement.

                          Page 10

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

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 under this prospectus will be passed upon for
Cadiz by Miller & Holguin, attorneys at law, Los Angeles,
California.

                             EXPERTS

     The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Cadiz for the year
ended December 31, 2001 have been so incorporated in reliance on
the reports 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, 2001, filed on March 28, 2002, file number
       000-12114;

     * our Proxy Statement dated April 2, 2002, filed on
       Schedule 14A on April 2, 2002;

     * our Current Report on Form 8-K dated January 16, 2002,
       filed on January 18, 2002, file number 000-12114;

     * our Current Report on Form 8-K dated January 31, 2002,
       filed on March 13, 2002, file number 000-12114;

                          Page 11

     * 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, file number 012114, as amended by reports on:

        - Form 8-K filed with the SEC on May 26, 1988, file number
          403832;

        - Form 8-K filed with the SEC on June 2, 1992, file number
          92161827;

        - Form 8-K filed with the SEC on May 18, 1999, file number
          000-12114; 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.

                          Page 12

                             PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     Cadiz 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 securityholder and any discounts or
commissions payable with respect to sales of the shares and
warrants, will be paid by Cadiz.  See "Plan of Distribution."

          SEC registration fee            $  1,394
          Printing expenses                      -
          Accounting fees and expenses       4,000
          Legal fees and expenses           10,000
          Miscellaneous                          -
                                          --------
          Total                           $ 15,394
                                          ========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits
Cadiz' Board of Directors to indemnify any person against
expenses, attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or
proceeding in which he is made a party because he serves or
served as a director, officer, employee or agent of Cadiz or of
another entity.  The language of Section 145 is sufficiently
broad to permit indemnification in some situations for
liabilities,  including reimbursement for expenses incurred,
arising under the Securities Act of 1933, as amended. 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.

     Cadiz' 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, to the maximum extent permitted by law.  The Bylaws
provide that this indemnification shall be a contract right
between each of these persons and Cadiz.

     The subscription agreements between Cadiz and the purchasers
of the securities registered for resale under this registration
statement provide that Cadiz shall indemnify the purchasers for
liabilities under the Securities Act of 1933 arising out of
untrue statements and omissions of material fact made by Cadiz in
this registration statement.  The subscription agreements also
provide that the purchasers similarly shall indemnify Cadiz and
controlling persons of Cadiz for liabilities under the Securities
Act of 1933 arising out of untrue statements and omissions of
material fact made by the purchasers in this registration
statement.

     Cadiz' 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:

     (1)  for any breach of the director's duty of loyalty to Cadiz or
          its stockholders;

                          Page 13

     (2)  for acts or omissions not in good faith or which involve
          intentional misconduct or a knowing violation of law;

     (3)  under Section 174 of the Delaware General Corporation Law; or

     (4)  for any transaction from which the director derived an
          improper personal benefit.

     Cadiz' Certificate of Incorporation provides 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 the law
as amended.  Cadiz also has purchased a liability insurance
policy which insures its directors and officers against certain
liabilities, including liabilities under the Securities Act of
1933.

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(5)

    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)(6)

    4.8   Amendment to Indenture dated as of October 9, 1997(7)

    4.9   Amendment to Indenture dated as of January 23, 1998(8)

    4.10  Form of Eighth Warrant Certificate to Purchase
          Common Stock of Cadiz issued to Middenbank Curacao,
          N.V.

    4.11  Form of Ninth Warrant Certificate to Purchase
          Common Stock of Cadiz issued to Middenbank Curacao, N.V.

                          Page 14

    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)

   24.1   Power of Attorney (included on signature page)
   --------------------------

     (1)  Previously filed as an Exhibit to Cadiz' Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          1998 filed November 13, 1998.

     (2)  Previously filed as an Exhibit to Cadiz' Current Report
          on Form 8-K dated May 10, 1999 filed on May 18, 1999.

     (3)  Previously filed as an Exhibit to Cadiz' Current Report
          on Form 8-K dated December 29, 2000 filed on January 3,
          2001.

     (4)  Previously filed as an Exhibit to Cadiz' Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          2001 filed on November 14, 2001.

     (5)  Previously filed as an Exhibit to Cadiz' Registration
          Statement on Form S-3 (Registration Statement No. 333-
          75006) filed on December 13, 2001.

     (6)  Previously filed as an Exhibit to Amendment No. 1 to
          Cadiz' Registration Statement on Form S-1 (Registration
          Statement No. 333-19109) filed on April 29, 1997.

     (7)  Previously filed as an Exhibit to Amendment No. 2 to
          Sun World's Registration Statement on Form S-4
          (Registration Statement No. 333-31103) filed on October
          10, 1997.

     (8)  Previously filed as an Exhibit to Cadiz' Annual Report
          on Form 10-K for the fiscal year ended December 31,
          1997 filed on March 26, 1998.

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;

                          Page 15

        (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)  The undersigned registrant hereby undertakes to deliver or
     cause to be delivered with the prospectus, to each person to
     whom the prospectus is sent or given, the latest annual
     report to securityholders that is incorporated by reference
     in the prospectus and furnished pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the
     Securities Exchange Act of 1934; and, where interim
     financial information required to be presented by Article 3
     of Regulation S-X are not set forth in the prospectus, to
     deliver, or cause to be delivered to each person to whom the
     prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the
     prospectus to provide such interim financial information.

(d)  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.

                          Page 16

                           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 May 2, 2002.

                              CADIZ INC.
                              Registrant

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

     KNOW ALL YE BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Jennifer Hankes
Painter and Stanley E. Speer, and each of them, his true and
lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any
subsequent registration statements filed by the Registrant
pursuant to Rule 462(b) of the Securities Act of 1933, which
relates to this Registration Statement, and to file same, with
all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.

     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        May 2, 2002
--------------------      Chairman of the Board
Keith Brackpool           (Principal Executive Officer)

/s/ Stanley E. Speer      Chief Financial Officer        May 2, 2002
--------------------      (Principal Financial and
Stanley E. Speer          Accounting Officer)


/s/ Dwight W. Makins      Director                       May 2, 2002
---------------------
Dwight W. Makins


/s/ Murray H. Hutchison   Director                       May 2, 2002
-----------------------
Murray H. Hutchinson


/s/ Timothy J. Shaheen     Director                      May 2, 2002
---------------------
Timothy J. Shaheen


/s/ Anthony L. Coelho      Director                      May 2, 2002
---------------------
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(5)

       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)(6)

       4.8    Amendment to Indenture dated as of October 9, 1997(7)

       4.9    Amendment to Indenture dated as of January 23, 1998(8)

       4.10   Form of Eighth Warrant Certificate to
              Purchase Common Stock of Cadiz issued to Middenbank
              Curacao, N.V.

       4.11   Form of Ninth Warrant Certificate to
              Purchase Common Stock of Cadiz issued to Middenbank
              Curacao, N.V.

       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)

      24.1    Power of Attorney (included on signature page)
--------------------------

 (1)   Previously filed as an Exhibit to Cadiz' Quarterly Report
       on Form 10-Q for the quarter ended September 30, 1998
       filed November 13, 1998.

 (2)   Previously filed as an Exhibit to Cadiz' Current Report
       on Form 8-K dated May 10, 1999 filed on May 18, 1999.

 (3)   Previously filed as an Exhibit to Cadiz' Current Report
       on Form 8-K dated December 29, 2000 filed on January 3,
       2001.

 (4)   Previously filed as an Exhibit to Cadiz' Quarterly Report
       on Form 10-Q for the quarter ended September 30, 2001
       filed on November 14, 2001.

 (5)   Previously filed as an Exhibit to Cadiz' Registration
       Statement on Form S-3 (Registration Statement No. 333-
       75006) filed on December 13, 2001.

 (6)   Previously filed as an Exhibit to Amendment No. 1 to
       Cadiz' Registration Statement on Form S-1 (Registration
       Statement No. 333-19109) filed on April 29, 1997.

 (7)   Previously filed as an Exhibit to Amendment No. 2 to Sun
       World's Registration Statement on Form S-4 (Registration
       Statement No. 333-31103) filed on October 10, 1997.

 (8)   Previously filed as an Exhibit to Cadiz' Annual Report on
       Form 10-K for the fiscal year ended December 31, 1997
       filed on March 26, 1998.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>3
<FILENAME>exhibit4-10.txt
<TEXT>
                                                 EXHIBIT 4.10
                                                 ------------

    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 125,000 Shares of Common Stock.



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

     This is to Certify that, FOR VALUE RECEIVED, Middenbank
Curacao, N.V. ("Middenbank"), or assigns ("Holder"), is entitled
to purchase, subject to the provisions of this Warrant, from
Cadiz Inc., a Delaware corporation ("Company"), 125,000 shares of
Common Stock, $0.01 par value, of the Company ("Common Stock") at
a price of Eight Dollars and Eighty Cents ($8.80) per share at
any time during the period from February 1, 2002 (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) is hereinafter
sometimes referred to as the "Exercise Price".

     This Warrant is issued in connection with the Fifth Global
Amendment Agreement dated as of the date hereof (the "Fifth
Global Amendment Agreement") by and between the Company, for
itself and as successor in interest to Cadiz Valley Development
Corporation, and ING Baring (U.S.) Capital LLC ("ING") and the
Fourth Amendment to Credit Agreement dated as of the date hereof
between the Company and ING (the "Fourth Amendment to Credit
Agreement.")

     (a)  EXERCISE OF WARRANT.  Subject to the provisions of
Section (k) hereof, 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,
issuance 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, no later than ten days after notice of exercise is given
to the Company by the Holder with respect to all or any part of
this Warrant, 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.  Subject to the
provisions of Section (k), 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, including, without limitation, all
the obligations imposed upon the holder hereof by Section (k).
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 current
     market price of the Common Stock (as defined in Subsection
     (8) below) 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 current market price per
     share of the Common Stock, 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 distribute to
     all holders of its Common Stock evidences of its
     indebtedness or assets (excluding regular cash dividends or
     distributions and dividends or distributions referred to in
     Subsection (1) above) or subscription rights or warrants
     (excluding those referred to in Subsection (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 Holder) of said assets or
     evidences of indebtedness so distributed or of such rights
     or warrants, 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 of options 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 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 5%
     of the Company's Common Stock outstanding at the time of any
     issuance), (iii) upon exercise of options and warrants
     outstanding at the date hereof, and this Warrant, (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, or issued in a bona fide
     public offering pursuant to a firm commitment underwriting,
     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 current market price per share defined in Subsection (8)
     below, 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 current market
     price per share of Common Stock, 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; provided, however, that no such
     adjustment shall be made unless, in such issuance, the
     Company issues shares of Common Stock in an amount which,
     when combined with all other issuances of Common Stock after
     the date hereof and all other issuances of securities
     convertible into or exchangeable for its Common Stock after
     the date hereof, which securities are excluded from
     Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed
     20% of the Company's Common Stock outstanding immediately
     prior to the time of such issuance.

         (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 current market price per
     share (as defined in Subsection (8) below) in effect
     immediately prior to the issuance of such securities, 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 current market
     price per share of Common Stock, 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; provided, however, that no such
     adjustment shall be made unless, in such issuance, the
     Company issues securities convertible into or exchangeable
     for a number of shares of its Common Stock in an amount
     which, when combined with all other issuances of Common
     Stock after the date hereof and all other issuances of
     securities convertible into or exchangeable for its Common
     Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or
     the proviso in the last section of Subsection (4), would
     exceed 20% of the Company's Common Stock outstanding
     immediately prior to the time of such issuance.

         (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 five cents ($0.05) 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.

         (1)  The Company shall advise the Holder of this Warrant
     or of the Warrant Shares or any then holder of Warrants or
     Warrant Shares (such persons being collectively referred to
     herein as "holders") by written notice at least four weeks
     prior to the filing of any new registration statement under
     the Securities Act of 1933, as amended, or the Rules and
     Regulations promulgated thereunder (such Act and Rules and
     Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period
     ending on the second anniversary of the Initial Exercise
     Date and commencing as of the date hereof, upon the request
     of any such holder, register for resale by such holder in
     such registration statement this Warrant and the Warrants
     Shares held by such holder and include in any such
     registration statement such information as may be required
     to permit a public offering of the Warrants and the Warrant
     Shares.  Notwithstanding the foregoing, the Company shall
     not be obligated to include this Warrant or the Warrant
     Shares in any such registration statement unless this
     Warrant and the Warrant Shares are eligible to be resold
     utilizing such registration statement pursuant to the Act.
     The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and
     to qualify the Warrants and/or the Warrant Shares for sale
     in such states as any such holder designates and furnish
     indemnification in the manner as set forth in Subsection
     (2)(B) of this Section (j).  Such holders shall furnish
     information and indemnification as set forth in Subsection
     (2)(B) of this Section (j).

         (2)  The following provision of this Section (j) shall
     also be applicable:

                    (A)  The Company shall bear the entire cost
          and expense of any registration of securities initiated
          by it under Subsection (1) of this Section (j)
          notwithstanding that Warrants and/or Warrant Shares
          subject to this Warrant may be included in any such
          registration.  Any holder whose Warrants and/or Warrant
          Shares are included in any such registration statement
          pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration
          fees, transfer taxes or underwriting discounts or
          commissions applicable to the Warrant Shares sold by
          such holder pursuant thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within
          the meaning of the Act, who may purchase from or sell
          for any such holder any Warrants and/or Warrant Shares
          (in the case of indemnification of such underwriter)
          from and against any and all losses, claims, damages
          and liabilities ("Losses") arising out of or based upon
          any untrue statement or alleged untrue statement of a
          material fact contained in any registration statement
          or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed
          or furnished by reason of this Section (j) or arising
          out of or based upon any omission or alleged omission
          to state therein a material fact required to be stated
          therein or necessary to make the statements therein not
          misleading, except insofar as such Losses arise out of
          or are based upon any such untrue statement or alleged
          untrue statement or omission or alleged omission based
          upon information furnished or required to be furnished
          in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in
          the case of indemnification of such underwriter,
          expressly for use therein, which indemnification shall
          include each person, if any, who controls any such
          holder or underwriter within the meaning of such Act;
          provided, however, that the Company shall not be
          obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter
          shall at the same time indemnify, severally and not
          jointly, the Company, its directors, each officer
          signing the related registration statement and each
          person, if any, who controls the Company within the
          meaning of such Act, from and against any and all
          Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material
          fact contained in any registration statement or any
          prospectus required to be filed or furnished by reason
          of this Section (j) or arising out of or based upon any
          omission to state therein a material fact required to
          be stated therein or necessary to make the statements
          therein not misleading, insofar as such Losses arise
          out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity
          with information furnished in writing to the Company by
          any such holder or underwriter expressly for use
          therein.

                         (ii)  If the indemnity obligation
          provided for above is unavailable or insufficient to
          hold harmless an indemnified party in respect of any
          Losses, then the indemnifying party shall contribute to
          the amount paid or payable by the indemnified party as
          a result of such Losses in such proportion as is
          appropriate to reflect the relative fault of the
          indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements
          or omissions which resulted in such Losses, as well as
          any other relevant equitable considerations.  The
          relative fault shall be determined by reference to,
          among other things, whether the untrue or alleged
          untrue statement of a material fact or the omission or
          alleged omission to state a material fact relates to
          information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent,
          knowledge, access to information and opportunity to
          correct or prevent such untrue statement or omission.
          The parties agree that it would not be just and
          equitable if contributions pursuant to this paragraph
          were to be determined by pro rata allocation or by any
          other method of allocation which does not take account
          of the equitable considerations referred to in the
          previous sentence.

                    (C)  Notwithstanding anything herein to the
          contrary, the Holder hereof shall have no rights to
          have the Warrants or Warrant Shares registered if in
          the opinion of either counsel for the Company,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Holder hereof in the reasonable judgment of such
          Holder), or counsel for the Holder hereof,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Company in the Company's reasonable judgment), the
          Holder hereof may lawfully sell publicly at the time
          (or during any ninety (90) day period thereafter) and
          in the manner the Holder hereof proposes to sell the
          Warrants or the Warrant Shares, all of the securities
          proposed to be sold pursuant to Rule 144 under the Act.

                    (D)  The Company will (a) file reports in
          compliance with the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), (b) comply with all rules
          and regulations of the Securities and Exchange
          Commission (the "Commission") applicable in connection
          with the use of Rule 144 under the Act and take such
          other actions and furnish the Holder with such other
          information as such Holder may request in order to
          avail itself of such rule or any other rule or
          regulation of the Commission allowing such Holder to
          sell any Warrants or Warrant Shares without
          registration, and (c) at its expense, upon the request
          of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer,
          stating (i) the Company's name, address and telephone
          number (including area code), (ii) the Company's
          Internal Revenue Service identification number, (iii)
          the Company's Commission file number, (iv) the number
          of shares of each class of stock outstanding as shown
          by the most recent report or statement published by the
          Company, and (v) whether the Company has filed the
          reports required to be filed under the Exchange Act for
          a period of at least ninety (90) days prior to the date
          of such certificate and in addition has filed the most
          recent annual report required to be filed thereunder.
          If at any time the Company is not required to file
          reports in compliance with either Section 13 or Section
          15(d) of the Exchange Act, the Company at its expense
          will, upon the written request of the Holder, make
          available adequate current public information with
          respect to the Company within the meaning of paragraph
          (c)(2) of Rule 144 under the Act.

    (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT
OF 1933.  The Holder of this Warrant and any transferee hereof,
by their acceptance hereof, hereby agree that:  (a) the Warrants
being acquired hereunder are being purchased for investment
purposes only and not with a view to distribution and will not be
transferred unless registered or unless there is an exemption
available from the registration requirements of the Act, which
exemption has been established to the reasonable satisfaction of
the Company; (b) no public distribution of the Warrants or
Warrant Shares will be made in violation of the provisions of the
Act or any applicable state laws; and (c) during such period as
delivery of a prospectus with respect to the Warrants or Warrant
Shares may be required by the Act, no public distribution of the
Warrants or Warrant Shares will be made in a manner or on terms
different from those set forth in, or without delivery of, a
prospectus then meeting the requirements of Section 10 of the Act
and in compliance with all applicable state laws.  The Holder of
this Warrant and any such transferee hereof further agree that if
any public distribution of any of the Warrants or Warrant shares
is proposed to be made by them otherwise than by delivery of a
prospectus meeting the requirements of Section 10 of the Act,
which action shall be taken only after submission to the Company
of an opinion of counsel, reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the
proposed distribution will not be in violation of the Act or of
applicable state law.  Furthermore, it shall be a condition to
the transfer of the Warrants or Warrant Shares that the
transferee thereof deliver to the Company such Holder's written
agreement to accept and be bound by all of the terms and
conditions of this Warrant.

    (l)  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
upon the happening of certain events as follows:

         (1)  If, by June 30, 2002, BLM has issued the Record(s)
of Decision, Metropolitan has certified the Final EIR and San
Bernardino County has posted the Notice of Determination (the
Record(s) of Decision and the Notice of Determination being
hereafter referred to collectively as the "Approvals"), and the
Company has not paid to ING, by the dates specified in
subsections (1)(A) and 1(B) below, all accrued and unpaid
interest and all then unpaid principal on the Company's Term Loan
Obligations and Revolving Loan Obligations (as both terms are
defined in both the Fifth Global Amendment Agreement and the
Fourth Amendment to Credit Agreement (collectively, the
"Amendment Agreements")), then the exercise price of this Warrant
shall be reduced as follows:

         (A)  If the Company has not, on or prior to July 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on August 1, 2002 but for the
application of this subsection (l)(A) shall be reduced by Twenty-
Five Cents ($0.25).  Such reduction in the Exercise Price shall
be effective as of August 1, 2002.

         (B)  If the Company has not, on or prior to October 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on November 1, 2002 but for the
application of this subsection (l)(B) shall be reduced by Twenty-
Five Cents ($0.25).  Such reduction in the Exercise Price shall
be effective as of November 1, 2002.

         (2)  If the Company has not received the Approvals by
June 30, 2002,  and the Company has not paid to ING, by the dates
specified in subsections (2)(A) and 2(B) below, all accrued and
unpaid interest and all then unpaid principal on the Company's
Term Loan Obligations and Revolving Loan Obligations, then the
exercise price of this Warrant shall be reduced as follows:

         (A)  If the Company has not, on or prior to July 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on August 1, 2002 but for the
application of this subsection (2)(A) shall be reduced by Seventy-
Five Cents ($0.75).  Such reduction in the Exercise Price shall
be effective as of August 1, 2002.

         (B)  If the Company has not, on or prior to October 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on November 1, 2002 but for the
application of this subsection (2)(B) shall be reduced by Seventy-
Five Cents ($0.75).  Such reduction in the Exercise Price shall
be effective as of November 1, 2002.

         (3)  In the event that, prior to any reduction in the
Exercise Price as provided in subsections (1)(A), (1)(B), (2)(A)
or (2)(B) above, there shall have been an adjustment in the
Exercise Price pursuant to Section (f) above, then the amount of
the adjustment provided for in this Section (l) (i.e., $0.25 or
$0.75) shall concurrently and automatically be adjusted upwards
or downwards in proportion to any adjustment to the Exercise
Price effectuated pursuant to Section (f).  For example, if prior
to an adjustment provided for in this Section (l), the Company
declares a 5 for 1 stock dividend or stock split then in addition
to the adjustment to the Exercise Price provided for under
Section (f) the amount of the adjustment provided for under this
Section (l) shall be reduced from $0.25 to $0.05 or from $0.75 to
$0.15, as applicable.

         (4)  Notwithstanding any provision of this Warrant to
the contrary, if the Company has not, on or prior to January 30,
2003, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price shall be
reduced to One Cent ($0.01).  Such reduction in the Exercise
Price shall be effective as of January 31, 2003.

         (5)  Nothing in this Section (l) shall require any
adjustment in the number and kind of Warrant Shares,
notwithstanding any adjustment of the Exercise Price pursuant to
the application of this Section (l).

         (6)  For purposes of this Section (l), the following
terms shall have the meanings as set forth below:

              (A)  "BLM" means the Bureau of Land Management of
the United States Department of the Interior.

              (B)  "Final EIR" means the Final Environmental
Impact Report/Environmental Impact Statement, Cadiz Groundwater
Storage and Dry-Year Supply Program, San Bernardino County,
California (SCH No. 99021039).

              (C)  "Metropolitan" means The Metropolitan Water
District of Southern California.

              (D)  "Notice of Determination" means the notice of
determination posted by San Bernardino County, California after
the Board of Directors of Metropolitan certifies the Final EIR.

              (E)  "Record(s) of Decision" means the public
document(s) to be issued by BLM to grant a right-of-way for the
pipeline contemplated by the Cadiz Groundwater Storage and Dry-
Year Supply Program and to amend the California Desert
Conservation Area Plan to allow an exception to the California
Desert Conservation Area Plan's utility corridor element.

                              CADIZ INC.


                              By:_______________________________
                              Its:______________________________


Dated:  January 31, 2002


                          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-4.11
<SEQUENCE>4
<FILENAME>exhibit4-11.txt
<TEXT>
                                                     EXHIBIT 4.11
                                                     ------------


    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 125,000 Shares of Common Stock.


                      AMENDED AND RESTATED
                WARRANT TO PURCHASE COMMON STOCK
                               OF
                           CADIZ INC.
        (Amended and Restated Ninth Warrant Certificate)

     This is to Certify that, FOR VALUE RECEIVED, Middenbank
Curacao, N.V. ("Middenbank"), or assigns ("Holder"), is entitled
to purchase, subject to the provisions of this Warrant, from
Cadiz Inc., a Delaware corporation ("Company"), 125,000 shares of
Common Stock, $0.01 par value, of the Company ("Common Stock") at
a price of $8.73 per share at any time during the period from
April 1, 2002 (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) is hereinafter sometimes referred to as the
"Exercise Price".

          (a)  EXERCISE OF WARRANT.  Subject to the provisions of
Section (k) hereof, 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,
issuance 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, no later than ten days after notice of exercise is given
to the Company by the Holder with respect to all or any part of
this Warrant, 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.  Subject to the
provisions of Section (k), 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, including, without limitation, all
the obligations imposed upon the holder hereof by Section (k).
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 current
     market price of the Common Stock (as defined in Subsection
     (8) below) 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 current market price per
     share of the Common Stock, 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 distribute to
     all holders of its Common Stock evidences of its
     indebtedness or assets (excluding regular cash dividends or
     distributions and dividends or distributions referred to in
     Subsection (1) above) or subscription rights or warrants
     (excluding those referred to in Subsection (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 Holder) of said assets or
     evidences of indebtedness so distributed or of such rights
     or warrants, 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 of options 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 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 5%
     of the Company's Common Stock outstanding at the time of any
     issuance), (iii) upon exercise of options and warrants
     outstanding at the date hereof, and this Warrant, (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, or issued in a bona fide
     public offering pursuant to a firm commitment underwriting,
     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 current market price per share defined in Subsection (8)
     below, 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 current market
     price per share of Common Stock, 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; provided, however, that no such
     adjustment shall be made unless, in such issuance, the
     Company issues shares of Common Stock in an amount which,
     when combined with all other issuances of Common Stock after
     the date hereof and all other issuances of securities
     convertible into or exchangeable for its Common Stock after
     the date hereof, which securities are excluded from
     Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed
     20% of the Company's Common Stock outstanding immediately
     prior to the time of such issuance.

         (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 current market price per
     share (as defined in Subsection (8) below) in effect
     immediately prior to the issuance of such securities, 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 current market
     price per share of Common Stock, 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; provided, however, that no such
     adjustment shall be made unless, in such issuance, the
     Company issues securities convertible into or exchangeable
     for a number of shares of its Common Stock in an amount
     which, when combined with all other issuances of Common
     Stock after the date hereof and all other issuances of
     securities convertible into or exchangeable for its Common
     Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or
     the proviso in the last section of Subsection (4), would
     exceed 20% of the Company's Common Stock outstanding
     immediately prior to the time of such issuance.

         (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 five cents ($0.05) 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.

         (1)  The Company shall advise the Holder of this Warrant
     or of the Warrant Shares or any then holder of Warrants or
     Warrant Shares (such persons being collectively referred to
     herein as "holders") by written notice at least four weeks
     prior to the filing of any new registration statement under
     the Securities Act of 1933, as amended, or the Rules and
     Regulations promulgated thereunder (such Act and Rules and
     Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period
     ending on the second anniversary of the Initial Exercise
     Date and commencing as of the date hereof, upon the request
     of any such holder, register for resale by such holder in
     such registration statement this Warrant and the Warrant
     Shares held by such holder and include in any such
     registration statement such information as may be required
     to permit a public offering of the Warrants and the Warrant
     Shares.  Notwithstanding the foregoing, the Company shall
     not be obligated to include this Warrant or the Warrant
     Shares in any such registration statement unless this
     Warrant and the Warrant Shares are eligible to be resold
     utilizing such registration statement pursuant to the Act.
     The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and
     to qualify the Warrants and/or the Warrant Shares for sale
     in such states as any such holder designates and furnish
     indemnification in the manner as set forth in Subsection
     (2)(B) of this Section (j).  Such holders shall furnish
     information and indemnification as set forth in Subsection
     (2)(B) of this Section (j).

         (2)  The following provision of this Section (j) shall
     also be applicable:

                    (A)  The Company shall bear the entire cost
          and expense of any registration of securities initiated
          by it under Subsection (1) of this Section (j)
          notwithstanding that Warrants and/or Warrant Shares
          subject to this Warrant may be included in any such
          registration.  Any holder whose Warrants and/or Warrant
          Shares are included in any such registration statement
          pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration
          fees, transfer taxes or underwriting discounts or
          commissions applicable to the Warrant Shares sold by
          such holder pursuant thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within
          the meaning of the Act, who may purchase from or sell
          for any such holder any Warrants and/or Warrant Shares
          (in the case of indemnification of such underwriter)
          from and against any and all losses, claims, damages
          and liabilities ("Losses") arising out of or based upon
          any untrue statement or alleged untrue statement of a
          material fact contained in any registration statement
          or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed
          or furnished by reason of this Section (j) or arising
          out of or based upon any omission or alleged omission
          to state therein a material fact required to be stated
          therein or necessary to make the statements therein not
          misleading, except insofar as such Losses arise out of
          or are based upon any such untrue statement or alleged
          untrue statement or omission or alleged omission based
          upon information furnished or required to be furnished
          in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in
          the case of indemnification of such underwriter,
          expressly for use therein, which indemnification shall
          include each person, if any, who controls any such
          holder or underwriter within the meaning of such Act;
          provided, however, that the Company shall not be
          obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter
          shall at the same time indemnify, severally and not
          jointly, the Company, its directors, each officer
          signing the related registration statement and each
          person, if any, who controls the Company within the
          meaning of such Act, from and against any and all
          Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material
          fact contained in any registration statement or any
          prospectus required to be filed or furnished by reason
          of this Section (j) or arising out of or based upon any
          omission to state therein a material fact required to
          be stated therein or necessary to make the statements
          therein not misleading, insofar as such Losses arise
          out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity
          with information furnished in writing to the Company by
          any such holder or underwriter expressly for use
          therein.

                         (ii)  If the indemnity obligation
          provided for above is unavailable or insufficient to
          hold harmless an indemnified party in respect of any
          Losses, then the indemnifying party shall contribute to
          the amount paid or payable by the indemnified party as
          a result of such Losses in such proportion as is
          appropriate to reflect the relative fault of the
          indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements
          or omissions which resulted in such Losses, as well as
          any other relevant equitable considerations.  The
          relative fault shall be determined by reference to,
          among other things, whether the untrue or alleged
          untrue statement of a material fact or the omission or
          alleged omission to state a material fact relates to
          information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent,
          knowledge, access to information and opportunity to
          correct or prevent such untrue statement or omission.
          The parties agree that it would not be just and
          equitable if contributions pursuant to this paragraph
          were to be determined by pro rata allocation or by any
          other method of allocation which does not take account
          of the equitable considerations referred to in the
          previous sentence.

                    (C)  Notwithstanding anything herein to the
          contrary, the Holder hereof shall have no rights to
          have the Warrants or Warrant Shares registered if in
          the opinion of either counsel for the Company,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Holder hereof in the reasonable judgment of such
          Holder), or counsel for the Holder hereof,
          knowledgeable and experienced in matters of federal
          securities laws (said counsel to be acceptable to the
          Company in the Company's reasonable judgment), the
          Holder hereof may lawfully sell publicly, at the time
          (or during any ninety (90) day period thereafter) and
          in the manner the Holder hereof proposes to sell the
          Warrants or the Warrant Shares, all of the securities
          proposed to be sold pursuant to Rule 144 under the Act.

                    (D)  The Company will (a) file reports in
          compliance with the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), (b) comply with all rules
          and regulations of the Securities and Exchange
          Commission (the "Commission") applicable in connection
          with the use of Rule 144 under the Act and take such
          other actions and furnish the Holder with such other
          information as such Holder may request in order to
          avail itself of such rule or any other rule or
          regulation of the Commission allowing such Holder to
          sell any Warrants or Warrant Shares without
          registration, and (c) at its expense, upon the request
          of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer,
          stating (i) the Company's name, address and telephone
          number (including area code), (ii) the Company's
          Internal Revenue Service identification number, (iii)
          the Company's Commission file number, (iv) the number
          of shares of each class of stock outstanding as shown
          by the most recent report or statement published by the
          Company, and (v) whether the Company has filed the
          reports required to be filed under the Exchange Act for
          a period of at least ninety (90) days prior to the date
          of such certificate and in addition has filed the most
          recent annual report required to be filed thereunder.
          If at any time the Company is not required to file
          reports in compliance with either Section 13 or Section
          15(d) of the Exchange Act, the Company at its expense
          will, upon the written request of the Holder, make
          available adequate current public information with
          respect to the Company within the meaning of paragraph
          (c)(2) of Rule 144 under the Act.

    (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT
OF 1933.  The Holder of this Warrant and any transferee hereof,
by their acceptance hereof, hereby agree that:  (a) the Warrants
being acquired hereunder are being purchased for investment
purposes only and not with a view to distribution and will not be
transferred unless registered or unless there is an exemption
available from the registration requirements of the Act, which
exemption has been established to the reasonable satisfaction of
the Company; (b) no public distribution of the Warrants or
Warrant Shares will be made in violation of the provisions of the
Act or any applicable state laws; and (c) during such period as
delivery of a prospectus with respect to the Warrants or Warrant
Shares may be required by the Act, no public distribution of the
Warrants or Warrant Shares will be made in a manner or on terms
different from those set forth in, or without delivery of, a
prospectus then meeting the requirements of Section 10 of the Act
and in compliance with all applicable state laws.  The Holder of
this Warrant and any such transferee hereof further agree that if
any public distribution of any of the Warrants or Warrant shares
is proposed to be made by them otherwise than by delivery of a
prospectus meeting the requirements of Section 10 of the Act,
which action shall be taken only after submission to the Company
of an opinion of counsel, reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the
proposed distribution will not be in violation of the Act or of
applicable state law.  Furthermore, it shall be a condition to
the transfer of the Warrants or Warrant Shares that the
transferee thereof deliver to the Company such Holder's written
agreement to accept and be bound by all of the terms and
conditions of this Warrant.

    (l)  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
upon the happening of certain events as follows:

         (1)  If, by June 30, 2002, BLM has issued the Record(s)
of Decision, Metropolitan has certified the Final EIR and San
Bernardino County has posted the Notice of Determination (the
Record(s) of Decision and the Notice of Determination being
hereafter referred to collectively as the "Approvals"), and the
Company has not paid to ING, by the dates specified in
subsections (1)(A) and 1(B) below, all accrued and unpaid
interest and all then unpaid principal on the Company's Term Loan
Obligations and Revolving Loan Obligations (as both terms are
defined in both the Fifth Global Amendment Agreement and the
Fourth Amendment to Credit Agreement (collectively, the
"Amendment Agreements"), then the exercise price of this Warrant
shall be reduced as follows:

         (A)  If the Company has not, on or prior to July 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on August 1, 2002 but for the
application of this subsection (l)(A) shall be reduced by Twenty-
Five Cents ($0.25).  Such reduction in the Exercise Price shall
be effective as of August 1, 2002.

         (B)  If the Company has not, on or prior to October 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on November 1, 2002 but for the
application of this subsection (l)(B) shall be reduced by Twenty-
Five Cents ($0.25).  Such reduction in the Exercise Price shall
be effective as of November 1, 2002.

         (2)  If the Company has not received the Approvals by
June 30, 2002,  and the Company has not paid to ING, by the dates
specified in subsections (2)(A) and 2(B) below, all accrued and
unpaid interest and all then unpaid principal on the Company's
Term Loan Obligations and Revolving Loan Obligations, then the
exercise price of this Warrant shall be reduced as follows:

         (A)  If the Company has not, on or prior to July 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on August 1, 2002 but for the
application of this subsection (2)(A) shall be reduced by Seventy-
Five Cents ($0.75).  Such reduction in the Exercise Price shall
be effective as of August 1, 2002.

         (B)  If the Company has not, on or prior to October 31,
2002, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price that would
otherwise have been in effect on November 1, 2002 but for the
application of this subsection (2)(B) shall be reduced by Seventy-
Five Cents ($0.75).  Such reduction in the Exercise Price shall
be effective as of November 1, 2002.

         (3)  In the event that, prior to any reduction in the
Exercise Price as provided in subsections (1)(A), (1)(B), (2)(A)
or (2)(B) above, there shall have been an adjustment in the
Exercise Price pursuant to Section (f) above, then the amount of
the adjustment provided for in this Section (l) (i.e., $0.25 or
$0.75) shall concurrently and automatically be adjusted upwards
or downwards in proportion to any adjustment to the Exercise
Price effectuated pursuant to Section (f).  For example, if prior
to an adjustment provided for in this Section (l), the Company
declares a 5 for 1 stock dividend or stock split then in addition
to the adjustment to the Exercise Price provided for under
Section (f) the amount of the adjustment provided for under this
Section (l) shall be reduced from $0.25 to $0.05 or from $0.75 to
$0.15, as applicable.

         (4)  Notwithstanding any provision of this Warrant to
the contrary, if the Company has not, on or prior to January 30,
2003, paid to ING all accrued and unpaid interest and all then
unpaid principal on the Company's Term Loan Obligations and
Revolving Loan Obligations, then the Exercise Price shall be
reduced to One Cent ($0.01).  Such reduction in the Exercise
Price shall be effective as of January 31, 2003.

         (5)  Nothing in this Section (l) shall require any
adjustment in the number and kind of Warrant Shares,
notwithstanding any adjustment of the Exercise Price pursuant to
the application of this Section (l).

         (6)  For purposes of this Section (l), the following
terms shall have the meanings as set forth below:

              (A)  "BLM" means the Bureau of Land Management of
the United States Department of the Interior.

              (B)  "Final EIR" means the Final Environmental
Impact Report/Environmental Impact Statement, Cadiz Groundwater
Storage and Dry-Year Supply Program, San Bernardino County,
California (SCH No. 99021039).

              (C)  "Metropolitan" means The Metropolitan Water
District of Southern California.

              (D)  "Notice of Determination" means the notice of
determination posted by San Bernardino County, California after
the Board of Directors of Metropolitan certifies the Final EIR.

              (E)  "Record(s) of Decision" means the public
document(s) to be issued by BLM to grant a right-of-way for the
pipeline contemplated by the Cadiz Groundwater Storage and Dry-
Year Supply Program and to amend the California Desert
Conservation Area Plan to allow an exception to the California
Desert Conservation Area Plan's utility corridor element.


                              CADIZ INC.


                              By:_______________________________
                              Its:_______________________________


Dated:  April 26, 2002

                          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-5.1
<SEQUENCE>5
<FILENAME>exhibit5-1.txt
<TEXT>
                                                 EXHIBIT 5.1
                                                 -----------

                       May 2, 2002

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) the 1,500,000 shares  of  common
stock  being  registered, when issued as contemplated  under
the  terms  of  the agreements or warrants  governing  their
issuance,  will  be duly authorized, legally  issued,  fully
paid  and  non-assessable; and (ii) the warrants to purchase
250,000  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>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<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 21, 2002, except as to Note 9, which is as of March
8, 2002, relating to the financial statements and financial
statement schedules of Cadiz Inc. and our report dated
February 21, 2002, 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,
2001.  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
May 2, 2002



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