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<FORMER-CONFORMED-NAME>PACIFIC AGRICULTURAL HOLDINGS INC
<DATE-CHANGED>19920602
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<TEXT>

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D. C. 20549


                            FORM 10-Q


(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 2003

                               OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from .. to ...


                 Commission File Number 0-12114

                           CADIZ INC.

       (Exact name of registrant specified in its charter)

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

777 S. FIGUEROA STREET, SUITE 4250
   LOS ANGELES, CALIFORNIA                     90017
(Address of principal executive offices)     (Zip Code)

 Registrant's telephone number, including area code:  (213) 271-1600

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes     No  X
                             ---    ---

     Indicate by check mark whether the Registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2).

                         Yes     No  X
                             ---    ---

     As of September 30, 2004, the Registrant had 6,612,674 shares of
common stock, par value $0.01 per share, outstanding.


                                CADIZ INC.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003                      Page
========================================================================

                PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

     CADIZ INC. CONSOLIDATED FINANCIAL STATEMENTS

     Statement of Operations for the three months ended
     September 30, 2003 and 2002. . . . . . . . . . . . . . . . . . .1

     Statement of Operations for the nine months ended
     September 30, 2003 and 2002. . . . . . . . . . . . . . . . . . .2

     Balance Sheet as of September 30, 2003 and December 31, 2002. . 3

     Statement of Cash Flows for the nine months ended
     September 30, 2003 and 2002. . . . . . . . . . . . . . . . . . .4

     Statement of Stockholders' Equity for the nine months
     ended September 30, 2003. . . . . . . . . . . . . . . . . . . . 5

     Notes to the Consolidated Financial Statements. . . . . . . . . 6

     SUN WORLD INTERNATIONAL, INC. CONSOLIDATED FINANCIALSTATEMENTS

     Statement of Operations for the three months ended September
     30, 2003 and 2002. . . . . . . . . . . . . . . . . . . . . . . .19

     Statement of Operations for the nine months ended September
     30, 2003 and 2002. . . . . . . . . . . . . . . . . . . . . . . .20

     Balance Sheet as of September 30, 2003 and December 31, 2002. . 21

     Statement of Cash Flows for the nine months ended September
     30, 2003 and 2002. . . . . . . . . . . . . . . . . . . . . . . .22

     Statement of Stockholder's Equity for the nine months ended
     September 30, 2003. . . . . . . . . . . . . . . . . . . . . . . 23

     Notes to the Consolidated Financial Statements. . . . . . . . . 24


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . .28

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 37

ITEM 4.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . .38

PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . 38




                            CADIZ INC.

          CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

-------------------------------------------------------------------------
                                             FOR THE THREE MONTHS
                                             ENDED SEPTEMBER 30,
($ IN THOUSANDS EXCEPT PER SHARE DATA)          2003      2002
-------------------------------------------------------------------------

Revenues                                     $      19  $  64,280
                                             ---------  ---------
Costs and expenses:
 Cost of sales                                     174     47,460
 General and administrative                      1,378      4,029
 Removal of underperforming crops                    -      4,137
 Depreciation and amortization                     133      3,793
                                             ---------  ---------

 Total costs and expenses                        1,685     59,419
                                             ---------  ---------

Operating profit (loss)                         (1,666)     4,861

Interest expense, net                              820      5,390
                                             ---------  ---------

Net loss before income taxes                    (2,486)      (529)

Income tax benefit                                   -       (106)
                                             ---------  ---------

Net loss                                        (2,486)      (423)

Less:  Preferred stock dividends                   281        281
       Imputed dividend on preferred stock         246        246
                                             ---------  ---------

Net loss applicable to common stock          $  (3,013) $    (950)
                                             =========  =========

Basic and diluted net loss per common share  $   (1.32) $   (0.65)
                                             =========  =========

Basic and diluted weighted average shares
 outstanding                                     2,290      1,455
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 1



                            CADIZ INC.

         CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

-------------------------------------------------------------------------
                                             FOR THE NINE MONTHS
                                             ENDED SEPTEMBER 30,
($ IN THOUSANDS EXCEPT PER SHARE DATA)         2003       2002
-------------------------------------------------------------------------

Revenues                                     $   3,162  $  95,093
                                             ---------  ---------

Costs and expenses:
 Cost of sales                                   2,903     70,561
 General and administrative                      3,758     11,499
 Write off of investment in subsidiary             195          -
 Reorganization costs                              655          -
 Removal of underperforming crops                    -      4,137
 Depreciation and amortization                     612      6,248
                                             ---------  ---------

 Total costs and expenses                        8,123     92,445
                                             ---------  ---------

Operating profit (loss)                         (4,961)     2,648

Interest expense, net                            3,592     15,858
                                             ---------  ---------

Net loss before income taxes                    (8,553)   (13,210)

Income tax (benefit) expense                         -        (80)
                                             ---------  ---------

Net loss                                        (8,553)   (13,130)

Less: Preferred stock dividends                    844        844
      Imputed dividend on preferred stock          738        738
                                             ---------  ---------

Net loss applicable to common stock          $ (10,135) $ (14,712)
                                             =========  =========

Basic and diluted net loss per common share  $   (4.85) $  (10.15)
                                             =========  =========

Basic and diluted weighted average shares
 outstanding                                     2,091      1,450
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 2



                            CADIZ INC.

            CONSOLIDATED BALANCE SHEET (UNAUDITED)

-------------------------------------------------------------------------
                                           SEPTEMBER 30, DECEMBER 31,
($ IN THOUSANDS)                              2003         2002
-------------------------------------------------------------------------
ASSETS
Current assets:
 Cash and cash equivalents                   $     284  $   3,229
 Accounts receivable, net                            -      6,732
 Note receivable from officer                        -      1,022
 Inventories                                         -     13,513
 Prepaid expenses and other                        361      1,166
                                             ---------  ---------

      Total current assets                         645     25,662

Property, plant, equipment and water
 programs, net                                  39,641    154,928
Goodwill                                         3,813      3,813
Other assets                                         -      7,480
                                             ---------  ---------

                                             $  44,099  $ 191,883
                                             =========  =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                            $   1,061  $   7,394
 Accrued liabilities                             3,667      6,816
 Revolving credit facility                           -      4,400
 Notes payable and long-term debt, current
  portion                                       35,228     41,019
                                             ---------  ---------

      Total current liabilities                 39,956     59,629

Long-term debt                                       -    115,447
Deferred income taxes                                -      5,447
Other liabilities                                  613      1,539

Commitments and contingencies
 Series D redeemable convertible
 preferred stock - $0.01 par value:
  5,000 shares authorized, shares issued
   and outstanding - 5,000 at September
   30, 2003 and December 31, 2002                4,756      4,536

 Series E-1 and Series E-2 redeemable
  convertible preferred stock - $.01
  par value:
   7,500 total shares authorized; shares
    issued and outstanding - 7,500 at
    September 30, 2003 and December 31, 2002     6,924      6,406

Stockholders' equity:
 Common stock - $0.01 par value; 70,000,000
  shares authorized; shares issued and
  outstanding - 2,280,686 at September 30,
  2003 and 1,458,659 at December 31, 2002           23         15

Additional paid-in capital                     157,667    156,151
Accumulated deficit                           (165,840)  (157,287)
                                             ---------  ---------

 Total stockholders' deficit                    (8,150)    (1,121)
                                             ---------  ---------

                                             $  44,099  $ 191,883
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 3



                            CADIZ INC.

         CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

-------------------------------------------------------------------------
                                              FOR THE NINE MONTHS
                                              ENDED SEPTEMBER 30,
($ IN THOUSANDS)                                2003       2002
-------------------------------------------------------------------------
Cash flows from operating activities:
 Net loss                                    $  (8,553) $ (13,130)
 Adjustments to reconcile net loss to
  net cash used for operating activities:
   Depreciation and amortization                 1,212     10,493
   Write off of investment in subsidiary           195          -
   Loss (gain) on disposal of assets                43        (61)
   Removal of underperforming crops                  -      4,138
   Shares issued for services                      120          -
   Shares of KADCO stock earned for services         -       (938)
   Compensation charge for deferred
    stock units                                    131        452
   Settlement of loan to officer                   850	    -
   Accrued interest on loan to officer              (9)         -
   Changes in operating assets and
    liabilities:
    (Increase) decrease in accounts
     receivable                                  1,488     (7,551)
    Increase in inventories                     (3,043)    (3,990)
    (Increase) decrease in prepaid
     expenses and other                           (225)      (520)
    Increase in accounts payable                 1,597      1,437
    Increase in accrued liabilities              2,549      5,059
    Increase in other liabilities                    -         26
                                             ---------  ---------

    Net cash used for operating activities      (3,645)    (4,585)
                                             ---------  ---------

Cash flows from investing activities:
 Disposal of subsidiary                         (1,019)         -
 Additions to property, plant and equipment       (140)      (567)
 Additions to water programs                         -       (693)
 Additions to developing crops                    (227)    (1,803)
 Payment of loan to officer                        181          -
 Proceeds from disposal of property, plant
  and equipment                                      -        111
(Increase) decrease in other assets               (103)      (631)
                                             ---------  ---------

    Net cash used for investing activities      (1,308)    (3,583)
                                             ---------  ---------

Cash flows from financing activities:
 Net proceeds from issuance of stock             1,680        772
 Proceeds from issuance of long-term debt          135          -
 Proceeds from convertible note payable            200          -
 Net proceeds from short-term debt                   -     10,000
 Principal payments on long-term debt               (7)      (595)
 Decrease in bank overdraft                          -       (410)
                                             ---------  ---------

    Net cash provided by financing activities    2,008      9,767
                                             ---------  ---------

Net increase (decrease) in cash and cash
 equivalents                                    (2,945)     1,599

Cash and cash equivalents, beginning
 of period                                       3,229      1,458
                                             ---------  ---------

Cash and cash equivalents, end of period     $     284  $   3,057
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 4



                                  CADIZ INC.

           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

--------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
($ IN THOUSANDS)
--------------------------------------------------------------------------------
                                          ADDITIONAL                   TOTAL
                            COMMON STOCK   PAID-IN    ACCUMULATED  STOCKHOLDERS'
                         SHARES    AMOUNT  CAPITAL      DEFICIT       EQUITY
Balance as of
 December 31, 2002     1,458,659  $   15  $ 156,151    $(157,287)   $  (1,121)

Exchange of deferred
 stock units for
 common stock             26,027       -      1,054            -        1,054
Issuance of common
 stock for cash          672,000       7      1,673            -        1,680
Issuance of stock with
 notes payable             8,000       -         32            -           32
Issuance of common
 stock for services      116,000       1        249            -          250
Beneficial conversion
 of note payable               -       -         90            -           90
Preferred stock dividend       -       -       (844)           -         (844)
Imputed dividend from
 warrants and deferred
 beneficial conversion
 feature                       -       -       (738)           -         (738)

Net loss                       -       -          -       (8,553)      (8,553)
                       ---------  ------  ---------    ---------     --------

Balance as of
 September 30, 2003    2,280,686  $   23  $ 157,667    $(165,840)    $ (8,150)
                       =========  ======  =========    =========     ========

See accompanying notes to the consolidated financial statements.

                             Page 5



                             CADIZ INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           ==============================================

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

GENERAL

     The Consolidated Financial Statements have been prepared by
Cadiz Inc., sometimes referred to as "Cadiz" or "the Company",
without audit and should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in
the Company's Form 10-K for the year ended December 31, 2002.  On
January 30, 2003, Sun World filed voluntary petitions under
Chapter 11 of the Bankruptcy Code. See "General Development of
Business", in the Company's Form 10-K for the year ended December
31, 2002. Since the filing date, Sun World has operated its
business and managed its affairs as debtor and debtor in
possession. As of that date due to the Company's loss of control
over the operations of Sun World, the financial statements of Sun
World are no longer consolidated with those of Cadiz, but
instead, Cadiz is accounting for its investment in Sun World on
the cost basis of accounting. At January 31, 2003, Cadiz had a net
investment in Sun World of approximately $195 thousand consisting
of loans and amounts due from Sun World of $13,500,000 less losses
in excess of investment in Sun World of $13,305,000.  The Company
wrote off its net investment in Sun World of $195 thousand at the
Chapter 11 filing date because it does not anticipate being able
to recover its investment.  The foregoing Consolidated Financial
Statements include the accounts of the Company and, until January
30, 2003, those of its then wholly-owned subsidiary, Sun World
International, Inc. and its subsidiaries collectively referred to
as "Sun World", and contain all adjustments, consisting only of
normal recurring adjustments, which the Company considers necessary
for a fair presentation.  Certain reclassifications have been made
to the prior period to conform to the current period presentation.

     The unaudited consolidated financial information furnished
herein has been prepared in accordance with generally accepted
accounting principles and reflects all adjustments, consisting
only of normal recurring adjustments, which in the opinion of
management, are necessary to fairly state the Company's financial
position, the results of its operations and its cash flows for
the periods presented.

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and the accompanying notes. Actual
results could differ from those estimates and such differences
may be material to the financial statements. This quarterly
report on Form 10-Q should be read in conjunction with the
Company's Form 10-K for the year ended December 31, 2002. The
results of operations for the three and nine months ended
September 30, 2003 are not necessarily indicative of results for
the entire fiscal year ending December 31, 2003.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The financial statements of the Company have been
prepared using accounting principles applicable to a going
concern, which assumes realization of assets and settlement of
liabilities in the normal course of business. The Company
incurred losses of $8.6 million for the nine months ended
September 30, 2003 and $22.2 million for the year ended December
31,

                             Page 6

2002, The Company had a working capital deficit of $39.3
million and $34.0 million at September 30, 2003 and December 31,
2002, and used cash in operations of $3.6 million for the nine
months ended September 30, 2003 and $10.1 million for the year
ended December 31, 2002.   In addition, Sun World filed for
reorganization under Chapter 11 of the Bankruptcy Code.  The
financial statements of the Company do not purport to reflect or
to provide for all of the consequences of an ongoing Chapter 11
reorganization.  Specifically, but not all-inclusive, the
financial statements of the Company do not present:  (a) the
realizable value of assets on a liquidation basis or the
availability of such assets to satisfy liabilities, (b) the
amount which will ultimately be paid to settle liabilities and
contingencies which may be allowed in the Chapter 11
reorganization, or (c) the effect of changes which may be made
resulting from a Plan of Reorganization.  The appropriateness of
using the going-concern basis is dependent upon, among other
things, confirmation of a Plan of Reorganization, future
profitable operations, the ability to comply with provisions of
financing agreements and the ability to generate sufficient cash
from operations to meet obligations.

     During the quarter ended June 30, 2003, the Company raised
$1.7 million cash and during the quarter ended December 31, 2003,
$8.6 million cash through private sales of common stock. Based on
current forecasts, the Company believes it has sufficient
resources to fund normal operations until May 2005.  There is
no assurance that additional financing (public or private) will
be available on acceptable terms or at all. If the Company issues
additional equity securities to raise funds, the ownership
percentage of the Company's existing stockholders would be reduced.
New investors may demand rights, preferences or privileges senior
to those of existing holders of common stock. If the Company cannot
raise needed funds, it might be forced to make further
substantial reductions in its operating expenses, which could
adversely affect its ability to implement its current business
plan and ultimately its viability as a company. These financial
statements do not include any adjustments that might result from
these uncertainties.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts
of the Company and those of Sun World until January 30, 2003, at
which date Sun World and certain of its subsidiaries (Sun Desert
Inc., Coachella Growers, and Sun World/Rayo) filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code. As
of that date due to the Company's loss of control over the
operations of Sun World, the financial statements of Sun World
are no longer consolidated with those of Cadiz, but instead,
Cadiz accounts for its investment in Sun World on the cost basis
of accounting.  As a result of changing to the cost basis of accounting
on January 30, 2003, the Company had a net investment in Sun World of
$195,000 consisting of loans and other amounts due from Sun World
of $13,500,000 less losses in excess of investment in Sun World of
$13,305,000.  The Company wrote off its net investment in Sun World
during the quarter ended March 31, 2003 because it does not
anticipate being able to recover its investment.

GOODWILL

     As a result of a merger in May 1988 between two companies,
which eventually became

                             Page 7

known as Cadiz Inc., goodwill in the amount of $7,006,000 was recorded.
This amount was being amortized on a straight-line basis over thirty
years. Accumulated amortization was $3,193,000 at December 31, 2001.
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142, ("SFAS No.
142") "Goodwill and Other Intangible Assets".  Under SFAS No. 142
goodwill and intangible assets deemed to have indefinite lives
are no longer amortized but will be subject to annual impairment
tests in accordance with the Statement.  Upon adoption of SFAS
No. 142, effective at the beginning of fiscal 2002, the Company
performed a transitional fair value based impairment test and
determined that its goodwill was not impaired.  Goodwill will be
tested for impairment annually in the first quarter, or earlier
if events occur which require an impairment analysis be
performed.  As a result of the actions taken by Metropolitan in
the fourth quarter of 2002 as described in Cadiz' Annual Report
on Form 10-K for the year ended December 31, 2002, the Company,
with the assistance of an independent valuation firm, performed
an impairment test of its goodwill and determined that its
goodwill was not impaired. In addition, in the first quarter
of 2003, the Company, with the assistance of an independent
appraisal firm, performed its annual impairment test of goodwill
and determined its goodwill was not impaired.

INTANGIBLE AND OTHER LONG-LIVED ASSETS

     Property, plant and equipment, intangible and certain other
long-lived assets are amortized over their useful lives. Useful
lives are based on management's estimates of the period that the
assets will generate revenue. Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. As a
result of the actions taken by Metropolitan in the fourth quarter
of 2002 as described in Note 1 in Cadiz' Annual Report on Form 10-
K for the year ended December 31, 2002, the Company, with the
assistance of an independent valuation firm, evaluated the
carrying value of its water program and determined that the asset
was not impaired and that the costs will be recovered through the
ultimate sale or operation of the project.

STOCK-BASED COMPENSATION

     As permitted under Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation", the Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" in accounting for its stock options and other stock-
based employee awards.  Pro forma information regarding net loss
and loss per share, as calculated under the provisions of SFAS
123, are disclosed in the table below.  The Company accounts for
equity securities issued to non-employees in accordance with the
provision of SFAS 123 and Emerging Issues Task Force 96-18.

                             Page 8

     Had compensation cost for these plans been determined using
fair value the Company's net loss and net loss per common share
would have increased to the following pro forma amounts (dollars
in thousands):

                                 THREE AND NINE MONTHS ENDED
                                         SEPTEMBER 30,
                               2003                      2002
                    THREE MONTHS  NINE MONTHS  THREE MONTHS  NINE MONTHES
                    ------------  -----------  ------------  -----------
Net loss applicable
 to common stock:
     As reported     $  (3,013)    $ (10,135)   $    (950)    $ (14,712)
     Expense under
      SFAS 123             (32)         (106)        (128)         (624)
                     ---------     ---------    ---------     ---------
     Pro forma       $  (3,045)    $ (10,241)   $  (1,078)    $ (15,336)
                     =========     =========    =========     =========
Net loss per
 common share:
     As reported     $   (1.32)    $   (4.85)   $   (0.65)    $  (10.15)
     Expense under
       SFAS 123          (0.01)        (0.05)       (0.09)        (0.43)
                     ---------     ---------    ---------     ---------
     Pro forma       $   (1.33)    $   (4.90)   $   (0.74)    $  (10.58)
                     =========     =========    =========     =========

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


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

     Inventories consist of the following (dollars in thousands):

                                          SEPTEMBER 30, DECEMBER 31,
                                              2003          2002
                                              ----          ----
          Growing crops                      $       -  $  10,702
          Materials and supplies                     -      2,525
          Harvested product                          -        286
                                             ---------  ---------
                                             $       -  $  13,513
                                             =========  =========


NOTE 3 - PROPERTY, PLANT EQUIPMENT AND WATER PROGRAMS
-----------------------------------------------------

     Property, plant, equipment and water programs consist of the
following (in thousands):


                                           SEPTEMBER 30, DECEMBER 31,
                                                  2003       2002
                                                  ----       ----
          Land                               $  22,010  $  66,372
          Permanent crops                        6,493     61,994
          Developing crops                         188     11,624

                             Page 9

          Water programs                        14,273     16,859
          Buildings                              1,408     22,620
          Machinery and equipment                3,593     20,818
                                             ---------  ---------
                                                47,965    200,287

          Less accumulated depreciation         (8,324)   (45,359)
                                             ---------  ---------

                                             $  39,641  $ 154,928
                                             =========  =========


NOTE 4 - DEBT
-------------

     On July 7 and 8, 2003, ING, the lender of the Company's senior
$25 million revolving credit facility and $10 million term loan
recorded a series of Notices of Default and Election to Sell
under Deed of Trust in the office of the San Bernardino County
Recorder evidencing a foreclosure action by ING against the
property which was securing the Company's senior secured loans
with ING.  ING had declared these senior secured loans, which
then had a maturity date of January 31, 2003, to be in default in
February 2003.

     In December 2003, subsequent to the completion of the Company's
comprehensive financial restructuring which included a three year
extension of the Company's loans with ING (as further described
below), ING recorded Notices of Rescission in San Bernardino
County whereby ING rescinded, canceled and withdrew each such
Notice of Default and Election to Sell.

     On December 15, 2003, the Company entered into an amendment
of its senior term loan and revolving credit facility to extend
the maturity date through March 31, 2005 and can obtain further
extensions through September 30, 2006, by maintaining sufficient
balances, among other conditions, in a cash collateral account
with the lender. Interest under the amended credit facilities is
payable semiannually at the Company's option in either cash at 8%
per annum, or in cash and paid in kind ("PIK"), at 4% per annum
for the cash portion and 8% per annum for the PIK portion.  The
PIK portion will be added to the outstanding principal balance.

     In April 1997, Sun World issued $115 million of Series A First
Mortgage Notes through a private placement.  The notes have
subsequently been exchanged for Series B First Mortgage Notes,
which are registered under the Securities Act of 1933 and are
publicly traded.  The First Mortgage Notes are secured by a first
lien (subject to certain permitted liens) on substantially all
of the assets of Sun World and its subsidiaries other than
growing crops, crop inventories and accounts receivable and
proceeds thereof, which secure the Revolving Credit Facility.
With the entering into the DIP Facility as described in Note 9
to the Company's filing on Form 10-K for the year ended
December 31, 2002, the note holders now have a second position
on substantially all of the Company's assets for so long as the
DIP Facility is outstanding.  The First Mortgage Notes mature
April 15, 2004, but are redeemable at the option of Sun World, in
whole or in part, at any time prior to the maturity date.  The
First Mortgage Notes include covenants that do not allow for
the payment of dividends by the Company other than out of
cumulative net income.

                             Page 10

     The First Mortgage Notes are also secured by the guarantees
of Coachella Growers, Inc., Sun Desert, Inc., Sun World/Rayo, and
Sun World International de Mexico S.A. de C.V. (collectively, the
"Sun World Subsidiary Guarantors") and by Cadiz.  Cadiz also
pledged all of the stock of Sun World as collateral for its
guarantee.  The guarantees by the Sun World Subsidiary Guarantors
are full, unconditional, and joint and several.  Sun World and the
Sun World Subsidiary Guarantors comprise all of the direct and
indirect subsidiaries of the Company other than inconsequential
subsidiaries.

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     Condensed consolidating financial information for the nine
months ended September 30, 2003 and 2002 and for the three months
ended September 30, 2002 for the Company is as follows. Consolidating
balance sheet information at September 30, 2003 and consolidating
financial information for the three months ended September 30,
2003 is not presented as Sun World was deconsolidated effective
January 30, 2003 as further described in Note 1(in thousands):


CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2003
                      CADIZ    SUN WORLD  ELIMINATIONS  CONSOLIDATED
			    -----    ---------  ------------  ------------

Revenues            $     303  $   3,005   $    (146)    $   3,162
                    ---------  ---------   ---------     ---------

Costs and expenses:
 Cost of sales            271      2,653         (21)        2,903
 General and
  administrative        3,176        707        (125)        3,758
 Write off of
  investment in
  subsidiary              195          -           -           195
 Reorganization
  costs                     -        655           -           655
 Depreciation and
  amortization            422        190           -           612
                    ---------  ---------   ---------     ---------
  Total costs and
   expenses             4,064      4,205        (146)        8,123
                    ---------  ---------   ---------     ---------
Operating profit
 (loss)                (3,761)    (1,200)          -        (4,961)

Income (loss) from
 subsidiary            (2,469)         -       2,469             -

Interest expense,
 net                    2,323      1,269           -         3,592
                    ---------  ---------   ---------     ---------

Net income (loss)      (8,553)    (2,469)      2,469        (8,553)

Less: Preferred
       stock
       dividends          844          -           -           844
      Imputed
       dividend on
       preferred
       stock              738          -           -           738
                    ---------  ---------   ---------     ---------

  Net income (loss)
   applicable to
   common stock     $ (10,135) $  (2,469)  $   2,469     $ (10,135)
                    =========  =========   =========     =========

                             Page 11


CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2002
                      CADIZ    SUN WORLD  ELIMINATIONS  CONSOLIDATED
			    -----    ---------  ------------  ------------
ASSETS

Current assets:
 Cash and cash
  equivalents       $     189  $   3,040   $       -     $   3,229
 Accounts receivable,
  net                       -      6,732           -         6,732
 Net investment in
  and advances and
  loans to subsidiary   1,739          -      (1,739)            -
 Note receivable
  from officer          1,022          -           -         1,022
 Inventories                -     13,638        (125)       13,513
 Prepaid expenses
  and other               323        843           -         1,166
                    ---------  ---------   ---------     ---------

    Total current
     assets             3,273     24,253      (1,864)       25,662

Property, plant,
 equipment and
 water programs, net   40,076    114,852           -       154,928
Other assets            3,981      7,312           -        11,293
                    ---------  ---------   ---------     ---------

                    $  47,330  $ 146,417   $  (1,864)    $ 191,883
                    =========  =========   =========     =========


LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable   $   1,142  $   6,252    $      -    $    7,394
 Accrued liabilities      987      5,829           -         6,816
 Due to parent
  company                   -     13,546     (13,546)            -
 Revolving credit
  facility                  -      4,400           -         4,400
 Notes payable and
  long-term debt,
  current portion      34,769      6,250           -        41,019
                    ---------  ---------   ---------     ---------

  Total current
   liabilities         36,898     36,277     (13,546)       59,629

Long-term debt              -    115,447           -       115,447
Deferred income
 taxes                      -      5,447           -         5,447
Other liabilities         611        928           -         1,539
Series D redeemable
 preferred stock        4,536          -           -         4,536
Series E-1 and E-2
 redeemable
 preferred stock        6,406          -           -         6,406

Stockholders' equity:
 Common stock              15          -           -            15
 Additional paid-in
  capital             156,151     38,508     (38,508)      156,151
 Accumulated deficit (157,287)   (50,190)     50,190      (157,287)
                    ---------  ---------   ---------     ---------

  Total stockholders'
  (deficit) equity     (1,121)   (11,682)     11,682        (1,121)
                    ---------  ---------   ---------     ---------

                    $  47,330  $ 146,417   $  (1,864)    $ 191,883
                    =========  =========   =========     =========

                             Page 12


CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2003
                      CADIZ    SUN WORLD  ELIMINATIONS  CONSOLIDATED
			    -----    ---------  ------------  ------------
Net cash used for
 operating
 activities         $  (1,942) $  (1,703)  $       -     $  (3,645)
                    ---------  ---------   ---------     ---------

Cash flows from
 investing activities:
 Disposal of
  subsidiary                -     (1,019)          -        (1,019)
 Additions to
  property, plant
  and equipment             -       (140)          -          (140)
 Additions to
 developing crops         (30)      (197)          -          (227)
 Payment of loan
  to officer              181          -           -           181
 Decrease (increase)
  in other assets           6       (109)          -          (103)
                    ---------  ---------   ---------     ---------

Net cash provided by
 (used for)
 investing
 activities               157     (1,465)          -        (1,308)
                    ---------  ---------   ---------     ---------

Cash flows from
 financing activities:
 Net proceeds from
  issuance of stock     1,680          -           -         1,680
 Proceeds from
  issuance of
  long-term debt            -        135           -           135
 Net proceeds from
  convertible note
  payable                 200          -           -           200
 Principal payments
  on long-term debt         -         (7)          -            (7)
                    ---------  ---------   ---------     ---------

Net cash provided by
 financing
 activities             1,880        128           -         2,008
                    ---------  ---------   ---------     ---------

Net increase
 (decrease) in cash
 and cash
 equivalents               95     (3,040)          -        (2,945)

Cash and cash
 equivalents,
 beginning
 of period                189      3,040           -         3,229
                    ---------  ---------   ---------     ---------

Cash and cash
 equivalents, end
 of period          $     284  $       -   $       -     $     284
                    =========  =========   =========     =========

                             Page 13


CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2002
                      CADIZ    SUN WORLD  ELIMINATIONS  CONSOLIDATED
			    -----    ---------  ------------  ------------
Revenues            $     741  $  64,276   $    (737)    $  64,280
                    ---------  ---------   ---------     ---------

Costs and expenses:
 Cost of sales             23     47,799        (362)       47,460
 General and
  administrative        1,841      2,563        (375)        4,029
 Removal of
  underperforming
  crops                 1,016      3,121           -         4,137
 Depreciation and
  amortization            287      3,506           -         3,793
                    ---------  ---------   ---------     ---------

  Total costs and
   expenses             3,167     56,989        (737)       59,419
                    ---------  ---------   ---------     ---------

Operating profit
 (loss)                (2,426)     7,287           -         4,861

Income from
 subsidiary             3,366          -      (3,366)            -
Interest expense,
 net                    1,363      3,691         336         5,390
                    ---------  ---------   ---------     ---------

Net income (loss)
 before income
 taxes                   (423)     3,596      (3,702)         (529)

Income tax benefit          -       (106)          -          (106)
                    ---------  ---------   ---------     ---------

Net income (loss)        (423)     3,702      (3,702)         (423)

Less: Preferred
       stock
       dividends          281          -           -           281
      Imputed
       dividend on
       preferred
       stock              246          -           -           246
                    ---------  ---------   ---------     ---------

Net income (loss)
 applicable to
 common stock       $    (950) $   3,702   $  (3,702)    $    (950)
                    =========  =========   =========     =========

                             Page 14


CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2002
                      CADIZ    SUN WORLD  ELIMINATIONS  CONSOLIDATED
			    -----    ---------  ------------  ------------
Revenues            $   1,623  $  95,082   $  (1,612)    $  95,093
                    ---------  ---------   ---------     ---------

Costs and expenses:
 Cost of sales             80     71,045        (564)       70,561
 General and
  administrative        5,718      6,906      (1,125)       11,499
 Removal of
  underperforming
  crops                 1,016      3,121           -         4,137
 Depreciation and
  amortization            758      5,490           -         6,248
                    ---------  ---------   ---------     ---------

  Total costs and
   expenses             7,572     86,562      (1,689)       92,445
                    ---------  ---------   ---------     ---------

Operating profit
 (loss)                (5,949)     8,520          77         2,648

Loss from subsidiary   (3,426)         -       3,426             -
Interest expense,
 net                    3,753     11,785         320        15,858
                    ---------  ---------   ---------     ---------

Net loss before
 income taxes         (13,128)    (3,265)      3,183       (13,210)

Income tax (benefit)
 expense                    2        (82)          -           (80)
                    ---------  ---------   ---------     ---------

Net loss              (13,130)    (3,183)      3,183       (13,130)

Less: Preferred
       stock
       dividends          844          -           -           844
      Imputed
       dividend on
       preferred
       stock              738          -           -           738
                    ---------  ---------   ---------     ---------

Net loss applicable
 to common stock    $ (14,712) $  (3,183)  $   3,183     $ (14,712)
                    =========  =========   =========     =========

                             Page 15


CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2002
                      CADIZ    SUN WORLD  ELIMINATIONS  CONSOLIDATED
			    -----    ---------  ------------  ------------
Net cash (used for)
 provided by
 operating
 activities         $  (7,046) $   2,461   $       -     $  (4,585)
                    ---------  ---------   ---------     ---------

Cash flows from
 investing activities:
 Additions to
  property, plant
  and equipment          (177)      (390)          -          (567)
 Additions to
  developing crops        (21)    (1,782)          -        (1,803)
 Additions to water
  programs               (658)       (35)          -          (693)
 Proceeds from
  disposal of
  property, plant
  and equipment             -        111           -           111
 Decrease (increase)
  in other assets         221       (852)          -          (631)
                    ---------  ---------   ---------     ---------

Net cash used for
 investing
 activities              (635)    (2,948)          -        (3,583)
                    ---------  ---------   ---------     ---------

Cash flows from
 financing activities:
 Net proceeds from
  issuance of stock       772          -           -           772
 Principal payments
  on long-term debt         -       (595)          -          (595)
 Borrowings from
  intercompany
  revolver, net          (915)       915           -             -
 Net proceeds from
  short-term debt      10,000          -           -        10,000
 Decrease in bank
  overdrafts             (410)         -           -          (410)
                    ---------  ---------   ---------     ---------

Net cash provided
 by financing
 activities             9,447        320           -         9,767
                    ---------  ---------   ---------     ---------

Net increase
 (decrease) in cash
 and cash
 equivalents            1,766       (167)          -         1,599

Cash and cash
 equivalents,
 beginning of
 period                   400      1,058           -         1,458
                    ---------  ---------   ---------     ---------

Cash and cash
 equivalents, end
 of period          $   2,166  $     891   $       -     $   3,057
                    =========  =========   =========     =========

                             Page 16


NOTE 5 - NET LOSS PER COMMON SHARE
----------------------------------

     Basic Earnings Per Share (EPS) is computed by dividing the
net loss, after deduction for preferred dividends either accrued
or imputed, if any by the weighted-average common shares
outstanding.  Options, deferred stock units, warrants,
convertible debt, and preferred stock that are convertible into
shares of the Company's common stock were not considered in the
computation of diluted EPS because their inclusion would have
been antidilutive.  Had these instruments been included, the
fully diluted weighted average shares outstanding would have
increased by approximately 316,000 shares and 160,000 at
September 30, 2003 and 2002, respectively.


NOTE 6 - COMMON STOCK
---------------------

     During the Quarter ended September 30, 2003, we issued
20,000 shares of common stock at $2.50 per share in consideration
for $50,000 in services.


NOTE 7 - SEGMENT INFORMATION
----------------------------

         Financial information by reportable business segment is
reported in the tables below.  The changes in the agricultural
segment for the period ended September 30, 2002 are due to the
deconsolidation of Sun World in January 2003:


                          THREE MONTHS ENDED        NINE MONTHS ENDED
                             SEPTEMBER 30             SEPTEMBER 30
                           2003         2002         2003        2002
                           ----         ----         ----        ----

External sales
 Water resource          $      19    $       4    $     157   $      11
 Agricultural                    -       64,276        3,005      95,082
                         ---------    ---------    ---------   ---------
 Consolidated            $      19    $  64,280    $   3,162   $  95,093
                         =========    =========    =========   =========
Inter-segment sales
 Water resources         $       -    $     737    $     146   $   1,612
 Agricultural                    -         (737)        (146)     (1,612)
                         ---------    ---------    ---------   ---------
 Consolidated            $       -    $       -    $       -   $       -
                         =========    =========    =========   =========
Total sales
 Water resources         $      19    $     741    $     303   $   1,623
 Agricultural                    -       64,276        3,005      95,082
 Other                           -         (737)        (146)     (1,612)
                         ---------    ---------    ---------   ---------
 Consolidated            $      19    $  64,280    $   3,162   $  95,093
                         =========    =========    =========   =========

                             Page 17

Income (loss) before
 income taxes
 Water resources         $  (1,666)   $  (2,426)   $  (3,566)  $  (5,949)
 Agricultural                    -        7,287       (1,200)      8,520
 Interest (net)               (820)      (5,390)      (3,592)    (15,858)
 Other                           -            -         (195)         77
                         ---------    ---------    ---------   ---------
 Consolidated            $  (2,486)   $    (529)   $  (8,553)  $ (13,210)
                         =========    =========    =========   =========

                       SEPTEMBER 30,  DECEMBER 31,
                           2003          2002
                           ----          ----
Assets
 Water resources         $  44,099    $  47,330
 Agricultural                    -      146,417
 Other                           -       (1,864)
                         ---------    ---------
 Consolidated            $  44,099    $ 191,883
                         =========    =========

                             Page 18



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

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
----------------------------------------------------------------------
                                               THREE MONTHS ENDED
                                                  SEPTEMBER 30,
($ IN THOUSANDS)                                2003       2002
----------------------------------------------------------------------


Revenues                                     $  51,499  $  64,276
                                             ---------  ---------
Costs and expenses:
 Cost of sales                                  41,702     47,799
 General and administrative                      2,301      2,563
 Removal of underperforming crops                  521      3,121
 Depreciation and amortization                   3,470      3,506
                                             ---------  ---------


   Total costs and expenses                     47,994     56,989
                                             ---------  ---------

Operating profit                                 3,505      7,287

(Gain) on sale of property                        (707)         -

Interest expense, net (contractual interest
 for 2003 was $4,219)                              619      3,691
                                             ---------  ---------

Profit before reorganization items and
 income taxes                                    3,593      3,596

Reorganization items:
 Debt issuance costs                                 -          -
 Professional fees                                 293          -
                                             ---------  ---------

   Total reorganization items                      293          -
                                             ---------  ---------

Net income (loss) before income taxes            3,300      3,596

Income tax expense (benefit)                         5       (106)
                                             ---------  ---------

Net income                                   $   3,295  $   3,702
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 19



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

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
----------------------------------------------------------------------
                                               NINE MONTHS ENDED
                                                   SEPTEMBER 30,
($ IN THOUSANDS)                                2003       2002
----------------------------------------------------------------------

Revenues                                     $  84,783  $  95,082
                                             ---------  ---------

Costs and expenses:
 Cost of sales                                  69,836     71,045
 General and administrative                      6,657      6,906
 Removal of underperforming crops                  607      3,121
 Depreciation and amortization                   5,941      5,490
                                             ---------  ---------

   Total costs and expenses                     83,041     86,562
                                             ---------  ---------

Operating profit                                 1,742      8,520

(Gain) on sale of property                        (449)         -

Interest expense, net (contractual interest
 for 2003 was $12,382)                           2,756     11,785
                                             ---------  ---------

Loss before reorganization items and
 income taxes                                     (565)    (3,265)

Reorganization items:
 Debt issuance costs                               912          -
 Professional fees                               2,924          -
                                             ---------  ---------

   Total reorganization items                    3,836          -
                                             ---------  ---------

Net loss before income taxes                    (4,401)    (3,265)

Income tax expense (benefit)                        25        (82)
                                             ---------  ---------

Net income (loss)                            $  (4,426) $  (3,183)
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 20



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

CONSOLIDATED BALANCE SHEET (UNAUDITED)
----------------------------------------------------------------------
                                          SEPTEMBER 30, DECEMBER 31,
 ($ IN THOUSANDS)                              2003          2002
----------------------------------------------------------------------

ASSETS

Current assets:
 Cash and cash equivalents                   $   1,994  $   3,040
 Accounts receivable, net                       10,266      6,732
 Inventories                                    14,457     13,638
 Prepaid expenses and other                      2,040        843
                                             ---------  ---------

    Total current assets                        28,757     24,253

Property, plant, and equipment, net            107,600    112,293

Intangible assets                                1,880      1,934

Other assets                                     7,986      7,937
                                             ---------  ---------

 Total assets                                $ 146,223  $ 146,417
                                             =========  =========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
 Accounts payable                            $   6,165  $   6,252
 Accrued liabilities                             2,955      5,829
 Due to parent                                       -     13,546
 Revolving credit facility                       4,154      4,400
 Long-term debt, current portion                   125      6,250
                                             ---------  ---------

     Total current liabilities                  13,399     36,277

Long-term debt                                     762    115,447
Deferred income taxes                            5,447      5,447
Other liabilities                                  330        928
                                             ---------  ---------

Total liabilities not subject to compromise     19,938    158,099
                                             ---------  ---------

Liabilities subject to compromise under
 reorganization proceedings                    141,778          -
                                             ---------  ---------

Contingencies

Stockholder's deficit:
 Common stock, $0.01 par value, 300,000
 shares authorized; 42,000 shares issued
 and outstanding                                     -          -
 Additional paid-in capital                     39,123     38,508
 Accumulated deficit                           (54,616)   (50,190)
                                             ---------  ---------

  Total stockholder's deficit                  (15,493)   (11,682)
                                             ---------  ---------

 Total liabilities and stockholder's deficit $ 146,223  $ 146,417
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 21



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

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
----------------------------------------------------------------------
                                                NINE MONTHS ENDED
                                                  SEPTEMBER 30,
($ IN THOUSANDS)                                 2003       2002
----------------------------------------------------------------------

Cash flows from operating activities:
Net loss                                     $  (4,426) $  (3,183)
Adjustments to reconcile net loss to net
 cash used for operating activities:
 Depreciation and amortization                   6,043      6,370
 Write-off of debt issuance costs                  912          -
 (Gain) on disposal of assets                     (449)       (61)
 Removal of under performing crops                 607      3,121
 Shares of KADCO stock earned for services        (938)      (938)
 Compensation charge for deferred stock units      178        230
 Changes in operating assets and liabilities:
  Increase in accounts receivable               (3,534)    (7,262)
  Increase in inventories                       (1,834)    (3,913)
  Increase in prepaid expenses and other        (1,197)      (127)
  Increase in accounts payable                   3,619      1,745
  Increase in accrued liabilities                  922      4,970
  Increase (decrease) in due to parent             (47)     1,483
  Increase (decrease) in other liabilities        (160)        26
                                             ---------  ---------

  Net cash provided by (used for) operating
   activities before reorganization items         (304)     2,461
                                             ---------  ---------

Increase in liabilities subject to compromise
 under reorganization proceedings                  726          -
                                             ---------  ---------

  Net cash provided for operating activities       422      2,461
                                             ---------  ---------

Cash flows from investing activities:
 Additions to property, plant and equipment     (1,450)      (425)
 Additions to developing crops                  (1,406)    (1,782)
 Proceeds from disposal of property, plant
  and equipment                                  2,740        111
 (Increase) decrease in other assets              (347)      (852)
                                             ---------  ---------

  Net cash used for investing activities          (463)    (2,948)
                                             ---------  ---------

Cash flows from financing activities:
 Proceeds from issuance of long-term debt          136          -
 Principal payments on long-term debt             (946)      (595)
 Borrowings from intercompany revolver, net         51        915
 Proceeds from short-term borrowings              (246)         -
                                             ---------  ---------

  Net cash provided by (used in) financing
   activities                                   (1,005)       320
                                             ---------  ---------

Net decrease in cash and cash equivalents       (1,046)      (167)

Cash and cash equivalents at beginning
 of period                                       3,040      1,058
                                             ---------  ---------

Cash and cash equivalents at end of period   $   1,994  $     891
                                             =========  =========

See accompanying notes to the consolidated financial statements.

                             Page 22



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

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
--------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
($ IN THOUSANDS)
--------------------------------------------------------------------------------
                                          ADDITIONAL                   TOTAL
                          COMMON STOCK     PAID-IN    ACCUMULATED  STOCKHOLDERS'
                        SHARES    AMOUNT   CAPITAL      DEFICIT       DEFICIT
                        ------    ------   -------      -------       -------
Balance as of
 December 31, 2002       42,000   $    -  $  38,508   $ (50,190)     $ (11,682)

Exchange of deferred
 stock units for
 parent's common
 stock                        -        -        615           -            615

Net loss                      -        -          -      (4,426)        (4,426)
                      ---------   ------  ---------   ---------      ---------
Balance as of
 September 30, 2003      42,000   $    -  $  39,123   $ (54,616)     $ (15,493)
                      =========   ======  =========   =========      =========

See accompanying notes to the consolidated financial statements.

                             Page 23



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
==========================================

NOTE 1 - NATURE OF OPERATIONS AND REORGANIZATION UNDER CHAPTER 11
-----------------------------------------------------------------

     Founded in 1975, Sun World International, Inc. ("SWII" or
"Sun World") and its subsidiaries (collectively, the "Company")
operate as the agricultural segment of Cadiz Inc. ("Cadiz").  The
Company is an integrated agricultural operation that owns
approximately 17,100 acres of land, primarily located in two
major growing areas of California:  the San Joaquin Valley and
the Coachella Valley.  Fresh produce, including table grapes,
stonefruit, citrus, peppers and watermelons is marketed, packed
and shipped to food wholesalers and retailers located throughout
the United States and to more than 30 foreign countries.  The
Company owns and operates three cold storage and/or packing
facilities located in California, of which two are operated and
one is leased to a third party.

     On January 30, 2003 (the "Petition Date"), SWII and certain
of its subsidiaries (Sun Desert Inc., Coachella Growers, and Sun
World/Rayo) filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code.  The filing was made in the United States
Bankruptcy Court, Central District of California, Riverside
Division ("Bankruptcy Court").  Included in the Consolidated
Financial Statements are subsidiaries operated outside the United
States, which have not commenced Chapter 11 cases or other
similar proceedings elsewhere, and are not debtors.  The assets
and liabilities of such no-filing subsidiaries are not considered
material to the Consolidated Financial Statements.  SWII sought
bankruptcy protection in order to access a seasonal financing
package of up to $40 million to provide working capital through
the 2003-2004 growing seasons.

     As a debtor-in-possession, Sun World is authorized to
continue to operate as an ongoing business, but may not engage in
transactions outside the ordinary course of business without the
approval of the Bankruptcy Court.  Under the Bankruptcy Code,
actions to collect pre-petition indebtedness, as well as most
other pending litigation, are stayed and other contractual
obligations against Sun World may not be enforced.  In addition,
under the Bankruptcy Code, Sun World may assume or reject
executory contracts, including lease obligations.  Parties
affected by these rejections may file claims with the Court in
accordance with the reorganization process.  Absent an order of
the Court, substantially all pre-petition liabilities are subject
to settlement under a plan of reorganization to be voted upon by
creditors and equity holders and approved by the Bankruptcy
Court.

     The financial statements of the Company have been prepared
using accounting principles applicable to a going concern, which
assumes realization of assets and settlement of liabilities in
the normal course of business and in accordance with Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code".  Accordingly, all pre-petition
liabilities subject to compromise have been segregated in the
Consolidated Balance Sheet and classified as "Liabilities subject
to compromise under reorganization proceedings", at the estimated
amount of allowable claims.  The financial statements of the
Company do not purport to reflect or to provide for all of the
consequences of an ongoing Chapter 11 reorganization.
Specifically, but not all-inclusive, the financial statements of
the Company do not present:  (a) the realizable value of assets
on a liquidation basis or the availability of such assets to
satisfy liabilities, (b) the amount which will ultimately be paid
to settle liabilities and contingencies which may be allowed in
the Chapter 11 reorganization, or (c) the effect of

                             Page 24

changes which may be made resulting from a Plan or Reorganization.
The appropriateness of using the going-concern basis is dependent
upon, among other things, confirmation of a Plan of
Reorganization, future profitable operations, the ability to
comply with debtor-in-possession financing agreements and the
ability to generate sufficient cash from operations to meet
obligations.

     Inherent in a successful Plan of Reorganization is a capital
structure that permits the Company to generate cash flows after
reorganization to meet its restructured obligations and fund the
current operations of the Company.  The Company's objective in
the Chapter 11 proceeding is to achieve the highest possible
recovery for all creditors and shareholders consistent with the
Company's ability to pay and the continuation of its business.
There can be no assurance that the Company will be able to attain
these objectives or reorganize successfully.  Because of the
ongoing nature of the reorganization case, the financial
statements contained herein are subject to material
uncertainties.


NOTE 2 - BASIS OF PRESENTATION
------------------------------

     The Consolidated Financial Statements have been prepared by
Sun World International, Inc. and its subsidiaries, collectively
referred to as "Sun World" without audit and should be read in
conjunction with the Sun World Consolidated Financial Statements
and notes thereto included in the Cadiz Inc. Form 10-K for the
year ended December 31, 2002.  The foregoing Consolidated
Financial Statements include all adjustments, consisting only of
normal recurring adjustments, which Sun World considers necessary
for a fair presentation.  Certain reclassifications have been
made to the prior period to conform to the current period
presentation.  The results of operations for the nine months
ended September 30, 2003 are not necessarily indicative of the
results to be expected for the full fiscal year as Sun World's
harvest seasons and revenues are seasonal in nature.

     Since the Chapter 11 bankruptcy filing, the Company has
applied the provisions of SOP 90-7, which does not significantly
change the application of accounting principles generally
accepted in the United States of America; however, it does
require that the financial statements for periods including and
subsequent to filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.  As
disclosed in the Consolidated Statements of Operations,
reorganization items consist of the write off of unamortized debt
issuances costs as of the Petition Date of $912,000 and
professional fees directly associated with the reorganization of
$2,924,000.

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

                             Page 25

NOTE 3 -  INVENTORIES
---------------------

     Inventories consist of the following (dollars in thousands):


                                          September 30, December 31,
                                                2003        2002
                                                ----        ----
     Growing crops                           $   8,525  $  10,702
     Harvested product                           3,358        411
     Materials and supplies                      2,574      2,525
                                             ---------  ---------
                                             $  14,457  $  13,638
                                             =========  =========


NOTE 4 - LIABILITIES SUBJECT TO COMPROMISE UNDER REORGANIZATION
PROCEEDINGS
---------------------------------------------------------------

     Under bankruptcy law, actions by creditors to collect
indebtedness Sun World owed prior to the Petition Date are stayed
and certain other pre-petition contractual obligations may not be
enforced against the Company.  We have received approval from the
Bankruptcy Court to pay certain pre-petition liabilities
including employee salaries and wages, benefits, other employee
obligations, and certain grower liabilities entitled to trust
protection under the Perishable Agricultural Commodities Act
(PACA).  Except for certain secured debt obligations, all pre-
petition liabilities have been classified as "Liabilities subject
to compromise under reorganization proceedings" in the
Consolidated Balance Sheet.  Adjustments to the claims may result
from negotiations, payments authorized by Bankruptcy Court order,
rejection of executory contracts including leases, or other
events.

     Pursuant to an order of the Bankruptcy Court, Sun World
mailed notices to all known creditors that the deadline for
filing proofs of claim with the Court was August 29, 2003.  An
estimated 340 claims were filed as of August 29, 2003.  Amounts
that Sun World has recorded are in many instances different from
amounts filed by our creditors.  Differences between amounts
scheduled by Sun World and claims by creditors are being
investigated and resolved in connection with our claims
resolution process.  Until the process is complete, the ultimate
number and amount of allowable claims cannot be ascertained.  The
ultimate resolution of these claims will be based upon the final
plan of reorganization.

                             Page 26

     Liabilities subject to compromise under reorganization
proceedings are summarized as follows (dollars in thousands):

                                         September 30,
                                             2003
                                             ----
     Accounts payable                      $   4,461
     Interest payable                          3,795
     Due to parent company                    13,522
     Long-term debt                          120,000
                                           ---------
          Total                            $ 141,778
                                           =========

                             Page 27

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

     In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the following
discussion contains trend analysis and other 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, our
ability to maximize value from our Cadiz, California land and
water resources; the uncertainty of the outcome of Sun World's
bankruptcy proceedings; our outstanding guarantee of Sun World's
First Mortgage Notes; and our ability to obtain new financings as
needed to meet our ongoing working capital needs.  See additional
discussion under the heading "Certain Trends and Uncertainties"
in Item 7 of our Annual Report on Form 10-K for the year ended
December 31, 2002.

OVERVIEW

      As discussed in further detail below, as of January 30,
2003 the financial statements of our Sun World subsidiary are no
longer being consolidated with ours.  Presently, our operations
(and, accordingly, our working capital requirements) relate
primarily to our water development activities and, more
specifically, to the Cadiz Groundwater Storage and Dry-Year
Supply Program.  Our results of operations for periods subsequent
to January 2003 have been, and in future fiscal periods will be,
largely reflective of the operations of our water development
activities.

      Cadiz Groundwater Storage and Dry-Year Supply Program.  In
1997, we commenced discussions with the Metropolitan Water
District of Southern California (Metropolitan) in order to
develop principles and terms for a long-term agreement for a
joint venture water storage and supply program on and under our
Cadiz, California property. In July 1998, Cadiz and Metropolitan
approved the Principles and Terms for Agreement for the Cadiz
Groundwater Storage and Dry-Year Supply Program (the Cadiz
Program). At the same time, Cadiz and Metropolitan authorized
preparation of a final agreement based on these principles and
initiated the environmental review process for the Cadiz Program.
Following extensive negotiations with Cadiz to further refine and
finalize these basic principles, Metropolitan's Board of
Directors approved definitive economic terms and responsibilities
at their April 2001 board meeting. The Cadiz Program definitive
economic terms were to serve as the basis for a final agreement
to be executed between Metropolitan and Cadiz, subject to the
then-ongoing environmental review process.

      Under the Cadiz Program, during wet years or periods of
excess supply, surplus water from the Colorado River Aqueduct
would be stored in the groundwater basin underlying our property.
During dry years or times of reduced allocations from the
Colorado River, the previously imported water, together with
additional existing groundwater, would be extracted and
delivered, via a conveyance pipeline, back to the aqueduct.

      On August 29, 2002, the U.S. Department of Interior
approved the Final Environmental Impact Statement for the Cadiz
Program and issued its Record of Decision, the final step in the

                             Page 28

federal environmental review process for the Cadiz Program. The
Record of Decision amends the California Desert Conservation Area
Plan for an exception to the utility corridor element and offered
to Metropolitan a right-of-way grant necessary for the
construction and operation of the Cadiz Program.

      On September 17, 2002, the Metropolitan Subcommittee on
Rules and Ethics scheduled a series of meetings in October and
November 2002 to consider (a) acceptance of the Record of
Decision and the terms and conditions of the right-of-way grant,
(b) certification of the environmental documentation for the
Cadiz Program under state law, and (c) the final agreement
between Cadiz and Metropolitan.

      On October 8, 2002, Metropolitan's Board considered
acceptance of the Record of Decision and the terms and conditions
of the right-of-way grant. The Board voted not to adopt
Metropolitan staff's recommendation to approve the terms and
conditions of the right-of-way grant issued by the Department of
the Interior for the Cadiz Program by a vote of 47.11% in favor
and 47.36% against the recommendation. Instead, the Board voted
for an alternative motion to reject the terms and conditions of
the right-of-way grant and to not proceed with the Cadiz Program
by a vote of 50.25% in favor and 44.22% against.

     Irrespective of Metropolitan's actions, Southern
California's need for water storage and supply programs has not
abated. We believe there are several different scenarios to
maximize the value of this water resource, all of which are under
current evaluation.

     Until October 2002 we had expected that the Cadiz Program
would be implemented upon the previously negotiated terms, and we
had structured our financing arrangements with a view to such
implementation.  Following Metropolitan's vote in October 2002 to
not proceed with the Cadiz Program, these financing arrangements
were no longer workable on their then existing terms.

     In January 2003, Sun World filed a voluntary petition for
Chapter 11 bankruptcy protection in order to access seasonal
financing.  Historically, we, as the parent company of Sun World,
had supplemented Sun World's annual working capital requirements.
However, at the time of Sun World's filing we did not have the
ability to do this.  The only way Sun World could obtain the new
financing needed to provide working capital for its 2003-2004
growing seasons was to seek court approval, pursuant to Chapter
11, to a new Debtor in Possession ("DIP") facility.

     Sun World's financial situation and bankruptcy filing, in
turn, negated an agreement we had previously reached with our
primary lender, ING Capital LLC ("ING") for a three year
extension of approximately $35 million of senior secured loans
with a maturity date of January 31, 2003.  As we were unable to
make payment of this debt when due, in February 2003 ING declared
these loans to be in default, although we remained in
negotiations with ING for an overall restructuring of this debt.

     Our financing activities during 2003 were directed primarily
towards completion of an overall restructuring of our capital
structure which would preserve our ability to continue with our
water resource development programs.  This overall capital
restructuring was successfully completed in December 2003, and
featured the following components, in chronological order:

                             Page 29

       *  In June 2003 we completed a private equity offering of
          800,000 shares of our common stock (after giving effect
          to our one for twenty-five reverse stock split
          effective December 15, 2003 (the "Reverse Split")).
          672,000 shares were issued in consideration of $1.68
          million in cash, 112,000 were issued in consideration
          for $280 thousand in services rendered to us, and
          16,000 were issued as consideration for fees related to
          the equity offering.  The proceeds raised in this
          offering provided sufficient working capital for us to
          continue operations pending completion of the larger
          $8.6 million private placement in December 2003
          described below.

       *  In August 2003 our stockholders approved
          implementation of a reverse split of our outstanding
          common stock, with the exact ratio for the split to be
          determined by our Board of Directors at the time of the
          split.  The reverse split was intended to increase the
          likelihood of our being able to meet the minimum
          trading price required for listing our stock on The
          Nasdaq SmallCap Market or other national securities
          exchange, as well as to provide us with additional
          authorized but unissued shares of common stock to be
          used for capital raising and other purposes.

       *  In October 2003 we entered into an agreement with the
          holders of all of our outstanding Series D, Series E-1
          and Series E-2 preferred stock whereby we issued
          400,000 shares of our common stock (after giving effect
          to the Reverse Split) in exchange of all of our then
          outstanding Series D, Series E-1 and Series E-2
          preferred stock.  In connection with this conversion,
          we recorded a change against paid-in capital as an
          inducement to convert.


       *  In December 2003, as described in further detail in
          our most recent Form 10-K, we simultaneously completed:

            *  An extension of up to three years of our $35
               million debt facility with ING,

            *  A one for twenty-five reverse split of our
               outstanding common stock;

            *  The transfer of our properties to Cadiz Real
               Estate LLC, a Delaware limited liability company
               wholly owned by us and created at the behest of
               ING; and

            *  An additional equity infusion of $8.6 million
               through the issuance of 3,440,000 shares of common
               stock; and

            *  The completion of our global settlement agreement
               with the holders of a majority of Sun World's
               First Mortgage Notes (the "Bondholders") which
               provides for the pledge of our equity in Sun World
               together with an unsecured claim due to us from
               Sun World of $13.5 million to a trust controlled
               by the Bondholders.

                             Page 30

     As a consequence of all of these transactions, the number
of outstanding shares of our common stock (after giving effect to
our December 2003 one for twenty-five reverse stock split) has
increased from 1,858,659 shares as of December 31, 2002
(including 400,000 common shares issuable upon the conversion of
outstanding Series D and E preferred stock) to 8,200,340 shares
as of December 31, 2003 (including 1,728,955 common shares
issuable upon the conversion of outstanding Series F preferred
stock).

      With the completion of these transactions, we have provided
for our short-term working capital needs and are able to refocus
our efforts on obtaining and utilizing the capital necessary to
proceed with our water resource development programs.

RESULTS OF OPERATIONS

      On January 30, 2003, Sun World filed a voluntary petition
for Chapter 11 bankruptcy protection.  As of that date due to the
Company's loss of control over the operations of Sun World, the
financial statements of Sun World will no longer be consolidated
with ours, but instead, we will account for our investment in Sun
World on the cost basis of accounting.  As a result of changing to
the cost basis of accounting on January 31, 2003, we had a net
investment in Sun World of approximately $195 thousand consisting
of loans and amounts due from Sun World of $13,500,000 less losses
in excess of investment in Sun World of $13,305,000.  Cadiz wrote
off the net investment in Sun World of $195 thousand at the
Chapter 11 filing date because it does not anticipate being able
to recover from its investment.

      Our consolidated financial statements for the nine month
period ended September 30, 2003 include the results of operations
for Sun World only for the period January 1, 2003 through January
30, 2003.  The results of operations of Sun World subsequent to
January 30, 2003 are not consolidated in these consolidated
financial statements.  As a result of the foregoing, direct
comparisons of our consolidated results of operations for the
nine months ended September 30, 2003 with results for the nine
months ended September 30, 2002 will not, in our view, prove
meaningful.

     For this reason, we believe that material trends and
developments with respect to our results of operations from
period to period are more readily identifiable by comparing the
unconsolidated results of Cadiz Inc., which do not include the
January 2003 operations of Sun World, rather than our
consolidated results of operations, which include the January
2003 operations of Sun World.  Therefore, in the following
discussion of results of operations, we are using only the
unconsolidated results of Cadiz Inc.

     Tables which disclose the results of Cadiz Inc. separate
from its consolidated subsidiary Sun World for the nine month
period ending September 30, 2003 and 2002, and from which the
numbers used in the following discussion are derived, can be
found in Note 4 to the Consolidated Financial Statements in Item
1 above.

THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 2002
--------------------------------------------------------------

     We have not received significant revenues from our
water resource activity to date.  As a result, we have
historically incurred a net loss from operations.  Cadiz had
revenues of $19 thousand for the three months ended September 30,
2003 and $741 thousand for the three

                             Page 31

months ended September 30, 2002.  Our net loss was $2.5 million
for the three months ended September 30, 2003 and $0.4 million for
the three months ended September 30, 2002.  During the three months
ended September 30, 2003 Cadiz net loss did not include income from
Sun World which was deconsolidated in January 2003, and for the same
period in 2002, it included income of $3.4 million from Sun World.
Without the income from Sun World, Cadiz would have had a loss of
$3.8 million in the three months ended September 31 in both 2003
and 2002.

     Our primary expenses are our ongoing overhead costs
(i.e. general and administrative expense) and our interest
expense.

     REVENUES.  Cadiz standalone revenue during the three months
ended September 30, 2003 totaled $19 thousand compared to $0.7
million during the same period in the preceding year.  The decrease
is primarily due to discontinuation of the management fee payable
by Sun World as of January 30, 2003 due to Sun World's Chapter 11
filing and the termination of the fixed monthly rental revenue from
Cadiz Ranch.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and
administrative expenses for Cadiz during the three months ended
September 30, 2003 totaled $1.4 million compared to $1.8 million
for the three months ended September 30, 2002. The decrease in
general and administrative expenses is primarily due to
reductions in salaries and other costs associated with a
reduction in staffing.

     DEPRECIATION AND AMORTIZATION.  Depreciation and
amortization expense for the three months ended September 30,
2003 totaled $133 thousand compared to $287 thousand for the
three months ended September 30, 2002. The decrease in
depreciation was primarily attributable to certain assets being
removed in 2002 and certain assets becoming fully depreciated
during the periods.

     INTEREST EXPENSE, NET.  Net interest expense totaled $0.8
million during the three months ended September 30, 2003,
compared to $1.4 million during the same period in 2002.  The
following table summarizes the components of net interest expense
for the two periods (in thousands):

                                              THREE MONTHS ENDED
                                                SEPTEMBER   30,
                                               2003       2002
                                               ----       ----
      Interest on outstanding debt           $     783  $     444
      Amortization of financing costs               37      1,083
      Interest income                                -       (164)
                                             ---------  ---------
                                             $     820  $   1,363
                                             =========  =========

     Financing costs, which include legal fees and warrant
costs, are amortized over the life of the debt agreement, most
of which relate to the ING obligation which became due near the
beginning of 2003 resulting in lower costs during 2003.  The
lower interest income in 2003 was the result of no interest
accruing on the intercompany loans to Sun World following the
Chapter 11 petition and interest expense was higher because of
increased borrowings and a higher rate of interest on the ING loan.

                             Page 32

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 2002
------------------------------------------------------------

     We have not received significant revenues from our water
resource activity to date.  As a result, we have historically
incurred a net loss from operations.  We had revenues of $0.3
million for the nine months ended September 30, 2003 and $1.6
million for the nine months ended September 30, 2002 with the
reduction primarily attributable to the loss of management fees
charged to Sun World in 2002.  Our net loss totaled $8.6 million
for the nine months ended September 30, 2003 compared to $13.1
million for the nine months ended September 30, 2002. During the
nine months ended September 30, 2002, Cadiz recorded a $3.4
million loss from Sun World compared to a $2.5 million loss
during the same period in 2003. In addition there were reductions
in general and administrative expenses, net interest expense and
in depreciation during the 2003 period as outlined below.

     Our primary expenses are our ongoing overhead costs (i.e.
general and administrative expense) and our interest expense.

     REVENUES.  Cadiz standalone revenue during the year totaled
$0.3 million during the nine months ended September 30, 2003 compared
to $1.6 million during the same period in the preceding year.  The
decrease is primarily due to discontinuation of the management fee
payable by Sun World as of January 30, 2003 due to Sun World's
Chapter 11 filing ($1.0 million) and the termination of the fixed
monthly rental revenue from Cadiz Ranch ($0.2 million).

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and
administrative expenses for the Nine months ended September 30,
2003 totaled $3.2 million compared to $5.7 million for the same
2002 period. The decrease in general and administrative expenses
is primarily due to $0.8 million of fees related to a financing
that was not completed during the 2002 period,  $0.5 in reduced
salaries and wages, $0.2 million in professional fees and a
general reduction in other expense levels associated with a
reduction of staffing.

     WRITE OFF OF INVESTMENT IN SUBSIDIARY.  On January 30, 2003 Sun
World and certain of its subsidiaries filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code.  As of that date
due to the Company's loss of control over the operations of Sun
World, the financial statements are no longer consolidated with those
of Cadiz, but instead Cadiz accounts for its investment in Sun World
on the cost basis of accounting.  As a result of changing to the
cost basis of accounting and because the Company does not believe it
will be able to recover its investment, the Company wrote off its
investment in Sun World of $195,000.

     DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and
amortization expense for the nine months ended September 30, 2003
totaled $422 thousand compared to $758 thousand during the same
period in 2002. The decrease in depreciation was primarily
attributable to certain assets being removed in 2002 and certain
assets becoming fully depreciated during the periods.

     INTEREST EXPENSE, NET.  Net interest expense totaled $2.3
million during the nine months ended September 30, 2003 as
compared to $3.8 million in 2002.  The following table summarizes
the components of net interest expense for the two periods (in
thousands):

                             Page 33


                                             NINE MONTHS ENDED
                                                SEPTEMBER 30,
                                               2003      2002
                                               ----       ----
     Interest on outstanding debt            $   1,976  $   1,222
     Amortization of financing costs               404      3,044
     Interest income                               (57)      (513)
                                             ---------  ---------

                                             $   2,323  $   3,753
                                             =========  =========

     Financing costs, which include legal fees and warrant
costs, are amortized over the life of the debt agreement, most
of which relate to the ING obligation which became due near the
beginning of 2003 resulting in lower costs during 2003.  The
lower interest income in 2003 was the result of no interest
accruing on the intercompany loans to Sun World following the
Chapter 11 petition and interest expense was higher because of
increased borrowings and a higher rate of interest on the ING loan.


LIQUIDITY AND CAPITAL RESOURCES

(A)  CURRENT FINANCING ARRANGEMENTS

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

     As of December 31, 2002, we were obligated for approximately
$10,095,068 under a senior term loan facility and $25 million
under a revolving credit facility with our primary secured
lender, ING Capital LLC. Each facility had a maturity date of
January 31, 2003. Sun World's bankruptcy filing negated an
agreement we had previously reached with ING for a three year
extension of these loans, and in February 2003 ING declared these
loans to be in default.

     During 2003 we remained in continuing discussions with ING
concerning an overall restructuring of this debt and in December
2003, as part of an overall restructuring of our capital
structure, we entered into agreements with ING which provided for
establishing the outstanding principal balance owed to ING at $35
million and extended the maturity date of the credit facilities
until March 31, 2005, with three additional automatic 6 month
extensions conditioned on our maintaining, as of the commencement
date of each extension, cash in an amount equal to at least 4% of
the outstanding principal balance of the credit facilities in a
cash collateral account held by ING. Additional details
concerning the terms of this December 2003 restructuring are
included in our Form 10-K for the year ended December 31, 2003.

     As we continue to actively pursue our business strategy,
additional financing specifically in connection with our water
programs will be required. See "Outlook", below. As the parties
anticipated this need at the time of our credit

                             Page 34

restructuring, the restrictive covenants in our credit facility
were crafted in a way that, in our view, should not materially limit
our ability to undertake debt or equity financing in order to finance
our water development activities.

     Additional details concerning the terms of this
December 2003 restructuring are included in our Form 10-K
for the year ended December 31, 2002.

     Subsequent to the conversion of Series D and E preferred
stock discussed in Item 5 of our Form 10-K for the year ended
December 31, 2002, we have no outstanding credit facilities or
preferred stock other than the Series F preferred stock issued
to ING as part of the restructuring described above.

     SUN WORLD OBLIGATIONS.  Sun World has outstanding $115
million of First Mortgage Notes. The First Mortgage Notes were
originally to mature on April 15, 2004. The First Mortgage Notes
are currently in default as a consequence of the Sun World
bankruptcy filing. Sun World's proposed plan of reorganization
currently provides for settlement of claims held by the holders
of these notes through the issuance of equity interests in Sun
World to such holders.

     The Sun World notes are also secured by the guarantee of
Cadiz. As we are not a party to the Sun World bankruptcy filing,
the effectiveness of a plan of reorganization which discharges
Sun World's obligation to holders of these notes will not, in and
of itself, release us of any obligations which we may still have
under this guarantee. The Plan, as currently proposed, includes a
release in our favor with respect to any of our remaining
obligations under this guarantee; however, we do not know whether
this provision of the Plan will be approved by the Bankruptcy
Court.

     We have limited any potential obligation we may have
otherwise had under the guarantee by entering into release
agreements with the majority of the holders of the Sun World notes.
For example, in December 2003 we entered into a global settlement
agreement with Sun World and with the holders of a majority of Sun
World's First Mortgage Notes (the "Bondholders").  Pursuant to this
global settlement agreement, the Bondholders waived their rights
to seek recovery against us on account of our guarantee of Sun
World's obligations under the First Mortgage Notes. This right will
similarly be waived by any other note holder which elects to opt
into this settlement. The identity and ownership interests of Sun
World's bondholders is not a matter of public record, however,
based on the results of investigations performed on behalf of Sun
World, we believe that we have obtained waivers and/or releases
to date from Bondholders which hold, together with their
affiliates, approximately 88% in interest of outstanding Sun
World notes.  All of the remaining Sun World notes (other than a
nominal interest of less than 1%) are held by persons who are
also shareholders of ours.

     No non-releasing bondholder has sought to enforce our
guarantee of Sun World's obligations against us, nor has any such
bondholder given any indication to us that it plans to do so.  As
part of our December 2003 global settlement agreement, the
Bondholders gave written direction to the indenture trustee
irrevocably instructing the trustee to take no action against us
on behalf of bondholders or on account of the guarantee.
Further, we believe that if a bondholder's claim against Sun
World is ultimately satisfied in whole or in part through a Sun
World plan of reorganization, then such bondholder will not be
entitled to enforce the guarantee against us as to the amount of
the claim so satisfied.

                             Page 35

     In view of all of these factors, we do not anticipate that
significant claims will be made against us under the guarantee
and we are not setting aside existing working capital or seeking
to raise additional working capital in order to pay claims under
the guarantee.

     We have no other obligations or working capital needs with
respect to Sun World.  As part of our December 2003 global
settlement, we have settled all of our claims and obligations
with Sun World.  Although we continue to be the record owner of
Sun World's stock, Sun World will not be receiving working
capital contributions from us while it is in bankruptcy
proceedings.  Sun World's currently proposed plan of
reorganization provides for our ownership interests in Sun World
to be canceled.

     CASH USED FOR OPERATING ACTIVITIES.  Cash used for operating
activities totaled $3.6 million for the nine months ended
September 30, 2003, as compared to $4.6 million for the nine
months ended September 30, 2002.  The above amounts are not
comparable due to the deconsolidation of Sun World in January 2003.

     Cash used by Cadiz for operating activities totaled
$1.9 million for the nine months ended September 30, 2003 as
compared to $7.0 million for the same period in the preceding
year.  The main contributors to the reduction in cash used in 2003
over 2002 were $3.8 million reduction in losses, $0.8 million in
increased accounts receivable, $0.9 million settlement of loan
to officer, $2.1 million increase in accounts payable and accrued
liabilities, and $1.5 million from the elimination of the amount
due from Sun World.  These were partially offset by a $2.9 million
reduction in depreciation and amortization, and $1.0 million
reduction in assets written off.

     CASH USED FOR INVESTING ACTIVITIES.  Cash used for investing
activities totaled $1.3 million for the nine months ended
September 30, 2003, as compared to $3.6 million for the same
period in 2002.  The decrease was primarily due to repayment of
$0.2 million of loan to officer in 2003 as well as reduced
capital expenditures and decline in cash resulting from the
deconsolidation of Sun World in January 2003.

     Cash provided by Cadiz totaled $0.2 million for the nine
months ended September 30, 2003 compared to cash used for investing
activities of $0.6 million during the same period in 2002.  The
improvement relates to the repayment of the loan to officer and
reduced capital expenditures for water programs in 2003.

     CASH PROVIDED BY FINANCING ACTIVITIES.  Cash provided by
financing activities totaled $2.0 million for the nine months
ended September 30, 2003, consisting of $1.7 million net proceeds
from the issuance of stock and $0.2 of borrowings from a
convertible note payable and $0.1 from borrowings at Sun World.
Net cash provided by financing activities totaled $9.8 million for
the nine months ended September 30, 2002 consisting of $0.8 million
in net proceeds from the issuance of stock and $10 million in
additional short-term borrowings at Cadiz, offset by $0.4 million
in repayments of bank overdraft at Cadiz and $0.6 million in
repayment of long-term debt at Sun World.

OUTLOOK

     SHORT TERM OUTLOOK.  The proceeds of our 2003 private
placements have provided us with sufficient cash to meet our
expected working capital needs through approximately May 2005.
$2.0 million of the proceeds of our December 2003 private
placement were used to bring

                             Page 36

current our outstanding interest payments owed to ING under our
ING credit facilities.  $2.1 million of the proceeds of our December
2003 private placement were placed in a cash collateral account with
ING in order to extend the maturity date of the credit facility
through March 31, 2005. These funds can be applied, if necessary,
to the payment of accrued interest due under our credit facilities
with ING.  The remainder of the proceeds will be used to meet our
ongoing working capital needs.

     LONG TERM OUTLOOK.  In the longer term, our working capital
needs will be determined based upon the specific measures we
pursue in the development of our water resources.   Whichever
measure or measures are chosen, we expect that we will need to
raise additional cash from time to time until we are able to
generate cash through our development activities. We will
evaluate the amount of cash needed, and the manner in which such
cash will be raised, on an ongoing basis. We may meet any such
future cash requirements through a variety of means to be
determined at the appropriate time. Such means may include equity
or debt placements, or the sale or other disposition of assets.
Equity placements would be undertaken only to the extent
necessary so as to minimize the dilutive effect of any such
placements upon our existing stockholders.

PRINCIPLES OF CONSOLIDATION

     The Consolidated Financial Statements have been prepared by
Cadiz Inc., sometimes referred to as "Cadiz" or "the Company",
without audit and should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in
the Company's Form 10-K for the year ended December 31, 2002. On
January 30, 2003, Sun World filed voluntary petitions under
Chapter 11 of the Bankruptcy Code. See "General Development of
Business", in the Company's Form 10-K for the year ended December
31, 2002. Since the filing date, Sun World has operated its
business and managed its affairs as debtor and debtor in
possession. As of that date due to the Company's loss of control
over the operations of Sun World, the financial statements of Sun
World are no longer consolidated with those of Cadiz, but
instead, Cadiz is accounting for its investment in Sun World on
the cost basis of accounting. The foregoing Consolidated
Financial Statements include the accounts of the Company and,
until January 30, 2003, those of its then wholly-owned
subsidiary, Sun World International, Inc. and its subsidiaries
collectively referred to as "Sun World", and contain all
adjustments, consisting only of normal recurring adjustments,
which the Company considers necessary for a fair presentation.
Certain reclassifications have been made to the prior period to
conform to the current period presentation.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

     Information about market risks for the nine months ended
September 30, 2003 does not differ materially from that discussed
under Item 7A of Cadiz' Annual Report on Form 10-K for the year
ended December 31, 2002.

                             Page 37

ITEM 4.   CONTROLS AND PROCEDURES

     We carried out an evaluation, under the supervision and with
the participation of our management, including our Chairman,
Chief Executive Officer and Chief Financial Officer (Principal
Executive and Financial Officer), of the effectiveness of the
design and operation of our disclosure controls and procedures as
of September 30, 2003. As of the date of that evaluation, our
Chairman, Chief Executive Officer and Chief Financial Officer
concluded that these disclosure controls and procedures are
effective in timely alerting him to material information relating
to Cadiz (including our consolidated subsidiaries) required to be
included in our periodic Securities and Exchange Commission
filings. There was no significant change in our internal control
over financial reporting that occurred during the most recent
fiscal quarter that materially affected, or is reasonably likely
to affect, our internal control over financial reporting, and no
corrective actions with regard to significant deficiencies or
weaknesses.


                  PART II  -  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     On July 7 and 8, 2003, ING recorded a series of Notices of
Default and Election to Sell under Deed of Trust in the office of
the San Bernardino County Recorder evidencing a foreclosure
action by ING against the property which was securing our senior
secured loans with ING. ING had declared these senior secured
loans, which then had a maturity date of January 31, 2003, to be
in default in February 2003.

     In December 2003, subsequent to the completion of our
comprehensive financial restructuring which included a three year
extension of our loans with ING (See Item 2. Managements
Discussion and Analysis), ING recorded Notices of Rescission in
San Bernardino County whereby ING rescinded, canceled and
withdrew each such Notice of Default and Election to Sell.

      See also Item 1 "Legal Proceedings" located in Part II -
"Other Information" included in Cadiz' Quarterly Reports on Form
10-Q for the quarters ended March 31, 2003 and June 30, 2003.


ITEM 2.   CHANGES  IN  SECURITIES,  USE OF  PROCEEDS  AND  ISSUER
          PURCHASES OF EQUITY SECURITIES

     During the Quarter ended September 30, 2003, we issued
20,000 shares of common stock at $2.50 per share in consideration
for $50,000 in services. We believe that the transactions
described are exempt from the registration requirements of the
Securities Act by virtue of Section 4(2) of the Securities Act as
the transactions did not involve public offerings, the number of
investors was limited, the investors were provided with
information about us, and we placed restrictions on resale of the
securities.

                             Page 38

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

      Not applicable.


ITEM 4.   SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

     A special meeting of the stockholders of Cadiz was held on
August 21, 2003.  At the meeting, the stockholders approved an
amendment to our Certificate of Incorporation to effect a reverse
stock split of shares of Cadiz common stock in a ratio of not
less than 1 for 10 and not more than 1 for 50 and authorized the
Board of Directors to determine which, if any, of the reverse
stock split ratios to effect.  The stockholders approved the
matter submitted to vote with 36,316,456 votes in favor, 766,037
votes against, 9,946 votes abstaining and no broker non-votes.
On December 11, 2003, the Board of Directors approved a reverse
stock split of 1 for 25 shares of Cadiz' common stock, and the
split became effective on December 15, 2003.


ITEM 5.   OTHER INFORMATION

     Not applicable.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     A.   EXHIBITS

     The following exhibits are filed or incorporated by
reference as part of this Quarterly Report on Form 10-Q.

        10.1 Agreement Regarding Employment between
             Cadiz Inc. and Keith Brackpool dated July 5, 2003

        10.2 Agreement Regarding Satisfaction of Note
             Obligations Between Cadiz Inc. and Keith Brackpool
             dated July 5, 2003

        31.1 Certification of Keith Brackpool, Chairman, Chief
             Executive Officer and Chief Financial Officer of
             Cadiz Inc. pursuant to Section 302 of the Sarbanes-
             Oxley Act of 2002

        32.1 Certification of Keith Brackpool, Chairman, Chief
             Executive Officer and Chief Financial Officer of
             Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as
             adopted pursuant to Section 906 of the Sarbanes-
             Oxley Act of 2002

     B.   REPORTS ON FORM 8-K

     We filed a report on Form 8-K dated August 22, 2003
reporting that a special stockholders meeting was held on August
21, 2003, and that a majority of our stockholders voted to
authorize the Board of Directors to effect a reverse stock split
of not less than 1 for 10

                             Page 39

shares and not more than 1 for 50 shares, and to authorize the
Board to have discretion as to the timing and ratio of the stock
split so as to best meet the needs of the Company.

                             Page 40


                            SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


CADIZ INC.


By:  /s/ Keith Brackpool                         November 1, 2004
     ------------------------------------------  ----------------
     Keith Brackpool, Chairman of the Board and  Date
     Chief Executive and Financial Officer

                             Page 41





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>2
<FILENAME>exhibit32-1.txt
<TEXT>


STATEMENT PURSUANT TO SECTION 906 THE SARBANES-OXLEY ACT OF 2002
BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER


      I, Keith Brackpool, herby certify that, to my
knowledge, that:

      1. the accompanying Quarterly Report on Form 10-Q of
Cadiz Inc. for the period ended ended September 30, 2003 (the
"Report") fully complies with the requirements of Section
13(a) or 15(d), as applicable, of the Securities and
Exchange Act of 1934, as amended; and

      2. the information contained in the Report fairly
presents, in all material respects, the financial condition
and results of operations of Cadiz Inc.

      IN WITNESS WHEREOF, the undersigned has executed this
Statement as of the date first written above.

Dated: November 1, 2004


                              /s/ Keith Brackpool
                              ----------------------------------
                              Keith Brackpool
                              Chairman, Chief Executive Officer
                              and Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-1.txt
<TEXT>
                                                                   EXHIBIT 10.1

                         AGREEMENT REGARDING EMPLOYMENT


         This  AGREEMENT is made and entered into  effective as of July 5, 2003,
between  Cadiz  Inc.,  a  Delaware  corporation  ("Cadiz")  and Keith  Brackpool
("Brackpool"), and is made with reference to the following facts:

         A.  Brackpool  and Cadiz  have  previously  entered  into that  certain
employment  agreement  dated  as of  February  1,  1998  (the  "1998  Employment
Agreement").

         B.  Subsequent  to February 1, 2003,  Cadiz failed to make  payments of
base  compensation  to Brackpool as and when required under the 1998  Employment
Agreement,  thereby  resulting in a breach by the Company of the 1998 Employment
Agreement  and  giving  Brackpool  the right to  terminate  the 1998  Employment
Agreement.  Cadiz and Brackpool  acknowledge and agree that, as a consequence of
the foregoing,  the 1998 Employment  Agreement was effectively  terminated as of
February 1, 2003.

         C.  Pursuant  to Section  6(c)(ii)  of the 1998  Employment  Agreement,
Brackpool is entitled,  following said  termination,  to receive payment of base
compensation  and bonus for the  entire  remaining  term of the 1998  Employment
Agreement (i.e.  through January 31, 2004),  which the parties agree is equal to
the sum of $800,000.

         D.  Notwithstanding  the  agreed  termination  of the  1998  Employment
Agreement  as of  February 1, 2003,  and  notwithstanding  Brackpool's  right to
collect  termination  payments  without  continuing to provide services to Cadiz
following  that date,  Cadiz has  indicated  to Brackpool  that,  because of his
experience  and  background,  particularly  at a  critical  juncture  of  Cadiz'
operations,  Cadiz had and  continues  to have a need for  Brackpool's  services
subsequent  to  February  1,  2003 and the need for an  amicable  resolution  of
Brackpool's  claims against and  liabilities to Cadiz.  However,  because of the
circumstances,  it is  necessary  to change  certain of  Brackpool's  duties and
responsibilities and to materially reduce his compensation, as set forth in this
Agreement,  and to resolve mutual claims by and between  Brackpool and Cadiz, as
set forth in the concurrently executed Agreement Regarding  Satisfaction of Note
Obligations.

         E.  Brackpool has agreed to the request of Cadiz to continue to provide
services to Cadiz and  therefore the parties  desire,  with this  Agreement,  to
memorialize the terms and conditions upon which Brackpool is providing  services
to Cadiz subsequent to February 1, 2003.


         NOW, THEREFORE, the parties agree as follows:

1.       TERMINATION  OF 1998  EMPLOYMENT  AGREEMENT  Cadiz and Brackpool  agree
that,  effective  as of  February  1, 2003,  the 1998  Employment  Agreement  is
terminated and that, as a consequence of such termination, Cadiz is obligated to
pay to Brackpool the sum of $800,000  (i.e.  $500,000 in base  compensation  and
$300,000 in annual bonus)  pursuant to Section  6(c)(ii) of the 1998  Employment
Agreement (the "Termination Payment").


<PAGE>


2.       SERVICE FOLLOWING DATE OF TERMINATION.  From and after February 1, 2003
(the  effective  date of the  termination  of the  1998  Employment  Agreement),
Brackpool  agrees to  provide  services  to Cadiz upon the  following  terms and
conditions:

         2.1      TERM. The term of this Agreement shall commence as of February
1, 2003 and shall terminate as of September 30, 2003 (the "Term").

         2.2      DUTIES.  During the Term  Brackpool  shall  serve as the Chief
Executive  Officer of the Company,  and  Brackpool's  responsibilities  shall be
commensurate  with such position.  Brackpool shall report to, and take direction
from, the Company's Board of Directors.

                  Brackpool shall serve as a member of the Board of Directors of
Cadiz, and as an officer and/or director of any other subsidiary or affiliate of
Cadiz, without any additional salary or compensation.

                  Brackpool  agrees  that  he  will  at  all  times  faithfully,
industriously and to the best of his ability, experience and talents, perform to
the reasonable  satisfaction  of Cadiz all of the duties that may be assigned to
him hereunder and shall devote such time to the  performance  of these duties as
may be necessary therefor. Provided that Brackpool otherwise performs his duties
in a satisfactory manner, nothing herein shall require Brackpool to provide such
services  on a  full-time  basis or shall  preclude  Brackpool  from  spending a
reasonable  amount of time in the pursuit of other business  opportunities,  the
management of his personal  investments  or with any charitable or civic venture
with which Brackpool may be involved as long as such activities do not result in
any conflicts with respect to Brackpool's duties to Cadiz hereunder,  or violate
any conflicts of interest  policy which may be  maintained  from time to time by
Cadiz.

         2.3      COMPENSATION.  Brackpool's  compensation  hereunder  shall  be
$20,000 per month,  subject to such deductions as Cadiz may from time to time be
required to make pursuant to law,  governmental  regulation or order.  Brackpool
shall also be entitled to receive such fringe  benefits  (i.e.,  paid vacations,
sick pay and the like) as had  previously  been  granted  by Cadiz to  Brackpool
under the 1998 Employment  Agreement.  Cadiz and Brackpool acknowledge and agree
that any compensation payable by Cadiz to Brackpool pursuant to this Section 2.3
is in  addition  to,  and not in lieu of,  the  Termination  Payment,  that such
compensation  is  necessary  in order to  induce  Brackpool  to enter  into this
Agreement and to provide the services described herein, and that Brackpool would
not enter into this  Agreement,  or continue to provide  services  following the
termination  of the  1998  Employment  Agreement,  but for the  payment  of such
compensation in addition to, and not in lieu of, the Termination Payment.

         2.4      TERMINATION.

                  2.4.1    This Agreement shall terminate:

                           i.       Upon  expiration  of  the  Term;   provided,
however,  that prior  thereto  Brackpool  and Cadiz shall  evaluate and mutually
attempt to  negotiate a new  employment  agreement  setting  forth the terms and
conditions of Brackpool's  employment following expiration of the Term (it being
understood and agreement that there is no binding obligation on


<PAGE>


the part of either  Brackpool  or Cadiz to enter into such an  agreement  or for
Brackpool to continue to provide  services to Cadiz following  expiration of the
Term in the absence of such an agreement);

                           ii.      At the election of Cadiz,  upon the death or
permanent disability of Brackpool,  "permanent  disability" being defined as any
continuous  loss of one-half (1/2) or more of the time spent by Brackpool in the
usual daily  performance of his duties as a result of physical or mental illness
for a continuous period in excess of ninety (90) days.

                           iii. At such time, if any, as Cadiz ceases to conduct
its business.

                           iv.      At the election of Cadiz, upon the breach by
Brackpool  of any  material  term or  condition  of this  Agreement  or upon the
dismissal of Brackpool by Cadiz for cause. For purposes of this Agreement, Cadiz
shall have "cause" to terminate  Brackpool's  employment  if he (1) breaches any
term  or  condition  of  this  Agreement,  (2)  engages  in  one  or  more  acts
constituting  a  felony;  (3)  engages  in one or more acts  involving  fraud or
serious moral turpitude;  (4)  misappropriates  Cadiz assets or engages in gross
misconduct  materially  injurious to Cadiz or its affiliates or  subsidiaries or
(5)  willfully  fails  to  comply  with  the  instructions  of  Cadiz'  Board of
Directors.

                           v.       At  the  election  of  Brackpool,  upon  the
breach by Cadiz of any material term or condition of this Agreement.

                  2.4.2    RETURN OF COMPANY'S  PROPERTY.  If this  Agreement is
terminated for any of the foregoing reasons,  Cadiz may, at its option,  require
Brackpool to vacate his offices prior to the effective date of a termination and
to  cease  all  activities  on  Cadiz'  behalf.  Brackpool  agrees  that  on the
termination of his employment in any manner, he will immediately  deliver to the
Company all notebooks,  brochures,  documents,  memoranda, reports, price lists,
files, invoices, purchase orders, books, correspondence, lists, or other written
or graphical records,  and the like,  relating to the business or work of Cadiz,
which are or have been in his possession or under his control and which have not
been returned to Cadiz.  Brackpool hereby expressly  acknowledges  that all such
materials referenced above are the property of Cadiz.

3.       MISCELLANEOUS.

         3.1      Time is of the essence of this  Agreement with respect to each
and every provision of this Agreement in which time is a factor.

         3.2.     No change  in,  modification  of, or  addition,  amendment  or
supplement  of this  Agreement  shall be valid  unless set forth in writing  and
signed and dated by both parties subsequent to the execution of this Agreement.

         3.3      Cadiz and  Brackpool,  without  the  necessity  of any further
consideration,  agree to execute and deliver such other  documents and take such
other actions as may be necessary to consummate  more  effectively  the purposes
and subject matter of this Agreement.


<PAGE>


         3.4      The existence,  validity,  construction and operational effect
of this  Agreement  and the  rights  and  obligations  of  Cadiz  and  Brackpool
hereunder  shall be  determined  in  accordance  with  the laws of the  State of
California; provided, however, that any provision of this Agreement which may be
prohibited  by law or otherwise  held invalid shall be  ineffective  only to the
extent of such  prohibition  or invalidity and shall not invalidate or otherwise
render ineffective any or all of the remaining provisions of this Agreement. Any
litigation  concerning or to enforce the provisions of this  Agreement  shall be
brought in the courts of the State of California.

         3.5      In the event of any controversy, claim, or dispute between the
Cadiz and Brackpool arising out of or relating to this Agreement, the prevailing
party shall be  entitled to recover  from the  non-prevailing  party  reasonable
expenses,  including,  but  not  by  way  of  limitation,  attorneys'  fees  and
accountants' fees solely as determined by the court.

         3.6      The  section  headings  used in this  Agreement  are  intended
solely  for the  convenience  of  reference,  and shall not in any way or manner
amplify,  limit, or modify, or otherwise be used in the interpretation of any of
the provisions of this Agreement and the masculine,  feminine,  or neuter gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

         3.7      The  covenants,  agreements,  representations,  or warranties,
terms and conditions contained in this Agreement shall be binding upon and inure
to the benefit of the successors  and assigns of Cadiz and Brackpool;  provided,
however,  that  Brackpool may not assign or transfer any of his rights or duties
hereunder  except  upon the  written  consent of Cadiz in its sole and  absolute
discretion.  In no event shall Brackpool assign or delegate  responsibility  for
actual performance or services or any other obligation hereunder.

         3.8      This Agreement  constitutes the entire  agreement  between the
parties as to the subject matter hereof. No provision of this Agreement shall be
waived,  altered or canceled  except in writing signed by the party against whom
such waiver,  alteration or cancellation  is asserted.  Any such waiver shall be
limited to the  particular  instance  and waiver of a provision  in one instance
shall not  prevent  a party  thereafter  from  enforcing  each and  every  other
provision of this Agreement.

         3.9      This Agreement may be signed in counterparts,  and delivery of
facsimile  signatures  shall be deemed  effective  to create a valid and binding
agreement.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement effective as of the day and year first above written.


Cadiz Inc.                                    Keith Brackpool


By:  /s/ Murray H. Hutchison                  By:  /s/ Keith Brackpool
----------------------------------            ----------------------------------
         Chairman
         Compensation Committee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-2.txt
<TEXT>
                                                                   EXHIBIT 10.2

              AGREEMENT REGARDING SATISFACTION OF NOTE OBLIGATIONS


         This AGREEMENT REGARDING SATISFACTION OF NOTE OBLIGATIONS ("Agreement")
is made and entered into  effective as of July 5, 2003 (the  "Effective  Date"),
between  Cadiz  Inc.,  a  Delaware  corporation  ("Cadiz")  and Keith  Brackpool
("Brackpool"), and is made with reference to the following facts:

         A.  Brackpool has  previously  borrowed the principal sum of $1,000,000
from Cadiz,  as evidenced by a promissory  note dated July 5, 2002 (the "Note").
The Note provides that principal and outstanding  interest under the Note (which
accrues on the unpaid  balance at 6% per annum)  shall be due and payable on the
date one year from the date of the Note (i.e.  July 5, 2003).  The Note provides
that  Brackpool  may at any time prepay all or any portion of the  principal  or
interest  owing under the Note.  In February  2003 and May 2003  Brackpool  made
voluntary prepayments under the Note of $30,000 and $8,000, respectively

         B. Subsequent to the issuance of the Note,  Cadiz has incurred  certain
obligations  payable  to  Brackpool  which the  parties  agree have or are to be
applied  against  Brackpool's  obligations  to Cadiz under the Note,  all as set
forth herein.

         C. The parties desire, with this Agreement,  to memorialize the actions
heretofore  taken  and to be  taken  concurrently  with  the  execution  of this
Agreement by the parties in order to provide for the  satisfaction,  in full, of
all of Brackpool's obligations to Cadiz under the Note.


         NOW, THEREFORE, the parties agree as follows:

         1.  APPLICATION OF TERMINATION  PAYMENT.  Pursuant to the terms of that
certain Agreement  Regarding  Employment dated as of July 5, 2003 by and between
Cadiz and Brackpool (the  "Agreement  Regarding  Employment"),  the parties have
agreed  that Cadiz is  obligated  to pay to  Brackpool  the sum of $800,000 as a
termination payment (the "Termination  Payment") with respect to the termination
of the previously  existing  employment  agreement  dated as of February 1, 1998
between  Brackpool  and Cadiz.  The parties  hereby  agree that the  Termination
Payment  shall be deemed made by Cadiz to Brackpool and satisfied in full in the
form of a  corresponding  reduction in the  outstanding  balance of  Brackpool's
obligations to Cadiz under the Note, effective as of February 1, 2003.

         2. FEBRUARY PREPAYMENT.  Cadiz hereby acknowledges that on February 26,
2003,  Brackpool  made a prepayment  upon the Note in the amount of $30,000 (the
"February Prepayment"),  thereby reducing Brackpool's outstanding obligations to
Cadiz under the Note in like amount.

         3.  MAY  PREPAYMENT  Cadiz  hereby  acknowledges  that on May 8,  2003,
Brackpool  made a  prepayment  upon the Note in the  amount of $8,000  (the "May
Prepayment"),  thereby  reducing  Brackpool's  outstanding  obligations to Cadiz
under the Note in like amount.


<PAGE>


         4. CURRENT OUTSTANDING NOTE OBLIGATIONS. The parties hereby agree that,
after giving effect to the application of the Termination  Payment, the February
Prepayment and the May Prepayment,  the outstanding  obligations of Brackpool to
Cadiz  under  the  Note as of July 5,  2003  equal  $193,013,  consisting  of an
outstanding principal balance under the Note of $162,000 and outstanding accrued
but unpaid interest under the Note of $31,013.

         5. FINAL  SATISFACTION  OF NOTE  OBLIGATIONS AS OF EFFECTIVE  DATE. The
parties  agree that,  concurrently  with the  execution of this  Agreement,  the
following actions shall be taken by the parties and, when taken, shall result in
the full and final  satisfaction  of all remaining  obligations  of Brackpool to
Cadiz under the Note:

                  A.  APPLICATION  OF  OUTSTANDING  CADIZ  OBLIGATIONS  TO  NOTE
OBLIGATIONS. The parties agree that as of the Effective Date, a total of $50,000
of accrued  compensation  payable to  Brackpool  pursuant to Section 2.3 of that
certain Agreement  Regarding  Employment dated July 5, 2003 remains  outstanding
and unpaid as of the date  hereof (the  "Outstanding  Cadiz  Obligations").  The
parties hereby agree that the Outstanding Cadiz Obligations shall be deemed paid
by Cadiz  to  Brackpool  and  satisfied  in full in the form of a  corresponding
reduction in the outstanding  balance of Brackpool's  obligations to Cadiz under
the Note, effective as of the Effective Date.

                  B.  CASH  PAYMENT  BY  Brackpool.   The  parties  agree  that,
concurrently  with the Effective  Date,  Brackpool shall deliver to Cadiz a cash
payment  in the  amount of  $143,013,  in full  satisfaction  and  discharge  of
Brackpool's  remaining  obligations to Cadiz under the Note, effective as of the
Effective Date.

                  C.  CANCELLATION  AND RETURN OF NOTE.  The parties agree that,
concurrently  with the Effective Date,  Cadiz shall deliver the original Note to
Brackpool, marked "Cancelled - Paid in Full."

         6. NO MODIFICATION  OF NOTE.  Nothing set forth in this Agreement shall
be  construed  as  or  deemed  to  be a  modification  of  the  Note,  it  being
acknowledged  and agreed by the  parties  that,  following  effectuation  of the
covenants and  agreements set forth herein,  Cadiz shall have received  payments
from Brackpool with an aggregate value equivalent to all outstanding obligations
of Brackpool under the Note.

         7. MISCELLANEOUS.

                  A.  Time is of the essence of this  Agreement with  respect to
each and every  provision  of this  Agreement in which time is a factor.

                  B.  Cadiz and  Brackpool, without the necessity of any further
consideration,  agree to execute and deliver such other  documents and take such
other actions as may be necessary to consummate  more  effectively  the purposes
and subject matter of this Agreement.

                  C.  The  existence,  validity,  construction  and  operational
effect of this  Agreement and the rights and  obligations of Cadiz and Brackpool
hereunder shall be determined


<PAGE>


in accordance with the laws of the State of California;  provided, however, that
any provision of this Agreement which may be prohibited by law or otherwise held
invalid  shall  be  ineffective  only  to the  extent  of  such  prohibition  or
invalidity and shall not invalidate or otherwise  render  ineffective any or all
of the remaining provisions of this Agreement.  Any litigation  concerning or to
enforce the provisions of this  Agreement  shall be brought in the courts of the
State of California.

                  D.  In the event of any controversy, claim, or dispute between
the Cadiz and  Brackpool  arising  out of or  relating  to this  Agreement,  the
prevailing  party  shall be entitled to recover  from the  non-prevailing  party
reasonable expenses,  including,  but not by way of limitation,  attorneys' fees
and accountants' fees solely as determined by the court.

                  E.  The section  headings used in this  Agreement are intended
solely  for the  convenience  of  reference,  and shall not in any way or manner
amplify,  limit, or modify, or otherwise be used in the interpretation of any of
the provisions of this Agreement and the masculine,  feminine,  or neuter gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

                  F.  The covenants, agreements, representations, or warranties,
terms and conditions contained in this Agreement shall be binding upon and inure
to the benefit of the successors and assigns of Cadiz and Brackpool.

                  G.  This  Agreement constitutes  the entire agreement  between
the parties as to the subject  matter  hereof.  No provision  of this  Agreement
shall be waived,  altered  or  canceled  except in  writing  signed by the party
against whom such  waiver,  alteration  or  cancellation  is asserted.  Any such
waiver shall be limited to the particular  instance and waiver of a provision in
one instance shall not prevent a party  thereafter from enforcing each and every
other provision of this Agreement.

                  H.  This Agreement may be signed in counterparts, and delivery
of facsimile  signatures shall be deemed effective to create a valid and binding
agreement.



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement effective as of the day and year first above written.


Cadiz Inc.                                        Keith Brackpool


By:  /s/ Murray H. Hutchison                      By:  /s/ Keith Brackpool
--------------------------------                  ------------------------------
     Chairman
     Compensation Committee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>exhibit31-1.txt
<TEXT>


   CERTIFICATION PURSUANT TO SECTION 302 OF THE
          SARBANES-OXLEY ACT OF 2002

I , Keith Brackpool, certify that:

	1.  I have reviewed this quarterly report on Form 10-Q of
      Cadiz Inc.;

	2.  Based on my knowledge, this report does not contain
      any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements
      made, in light of the circumstances under which such
      statements were made, not misleading with respect to
      the period covered by this report;

	3.  Based on my knowledge, the financial statements, and
      other financial information included in this report,
      fairly present in all material respects the financial
      condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in
      this report;

	4.  The registrant's other certifying officer and I are
      responsible for establishing and maintaining
      disclosure controls and procedures (as defined in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
      registrant and have:

		a)  Designed such disclosure controls and procedures,
		or caused such disclosure controls and procedures
		to be designed under our supervision, to ensure
		that material information relating to the
		registrant, including its consolidated
		subsidiaries, is made known to us by others within
		those entities, particularly during the period in
		which this report is being prepared;

      	b)  Evaluated the effectiveness of the registrant's
		disclosure controls and procedures and presented in
		this report our conclusions about the effectiveness
		of the disclosure controls and procedures, as of
		the end of the period covered by this report based
		on such evaluation; and

      	c)  Disclosed in this report any change in the
		registrant's internal control over financial
		reporting that occurred during the registrant's
		most recent fiscal quarter (the registrant's fourth
		fiscal quarter in the case of an annual report)
		that has materially affected, or is reasonable
		likely to materially affect, the registrant's
		internal control over financial reporting; and

	5.  The registrant's other certifying officer and I have
      disclosed, based on our most recent evaluation, to the
      registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing
      the equivalent functions):

      	a)  All significant deficiencies in the design or
		operation of internal controls which are reasonably
		likely to adversely affect the registrant's ability
		to record, process, summarize and report financial
		information; and

	      b)  Any fraud, whether or not material, that involves
		management or other employees who have a
		significant role in the registrant's internal
		control over financial reporting.

Dated: November 1, 2004

                              /s/ Keith Brackpool
					---------------------------------
                              Keith Brackpool
                              Chairman, Chief Executive Officer
                              and Chief Financial Officer


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