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<STREET1>100 WILSHIRE BLVD.
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<FORMER-CONFORMED-NAME>CADIZ LAND CO INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PACIFIC AGRICULTURAL HOLDINGS INC
<DATE-CHANGED>19920602
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<FORMER-CONFORMED-NAME>ARIDTECH INC
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<FILENAME>q_march2004.txt
<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 March 31, 2004

                               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                     90049
(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  X    No
                                  ---     ---

     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 THREE MONTHS ENDED MARCH 31, 2004                        PAGE
----------------------------------------------------------------------

                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

     CADIZ INC. CONSOLIDATED FINANCIAL STATEMENTS

     Statement of Operations for the three months ended March 31,
     2004 and 2003. . . . . . . . . . . . . . . . . . . . . . . . .1

     Balance Sheet as of March 31, 2004 and December 31, 2003. . . 2

     Statement of Cash Flows for the three months ended March 31,
     2004 and 2003. . . . . . . . . . . . . . . . . . . . . . . . .3

     Statement of Stockholders' Equity for the three months ended
     March 31, 2004. . . . . . . . . . . . . . . . . . . . . . . . 4

     Notes to the Consolidated Financial Statements. . . . . . . . 5

     SUN WORLD INTERNATIONAL, INC. CONSOLIDATED FINANCIAL STATEMENTS

     Statement of Operations for the three months ended March 31,
     2004 and 2003. . . . . . . . . . . . . . . . . . . . . . . . 14

     Balance Sheet as of March 31, 2004 and December 31, 2003. . .15

     Statement of Cash Flows for the three months ended March 31,
     2004 and 2003. . . . . . . . . . . . . . . . . . . . . . . . 16

     Statement of Stockholder's Equity for the three months ended
     March 31, 2004. . . . . . . . . . . . . . . . . . . . . . . .17

     Notes to the Consolidated Financial Statements. . . . . . . .18


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . .22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK. . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ITEM 4. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . .30


PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . .31

                                Page i



                               CADIZ INC.

            CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

-----------------------------------------------------------------------
                                             FOR THE THREE MONTHS
                                                ENDED MARCH 31,
(IN THOUSANDS EXCEPT PER SHARE DATA)             2004      2003
-----------------------------------------------------------------------

Revenues                                       $      11  $   3,046
                                               ---------  ---------
Costs and expenses:
 Cost of sales                                         -      2,679
 General and administrative                          538      1,637
 Write off of investment in subsidiary                 -        195
 Reorganization costs	                               -        655
 Depreciation and amortization                       131        337
                                               ---------  ---------

 Total costs and expenses                            669      5,503
                                               ---------  ---------

Operating loss                                      (658)    (2,457)

Interest expense, net                              2,157      2,187
                                               ---------  ---------

Net loss                                          (2,815)    (4,644)

Less: Preferred stock dividends                        -        281
      Imputed dividend on preferred stock              -        246
                                               ---------  ---------
Net loss applicable to common stock            $  (2,815) $  (5,171)
                                               =========  =========
Basic and diluted net loss per common share    $   (0.43) $   (3.53)
                                               =========  =========
Basic and diluted weighted average shares
 outstanding                                       6,548      1,465
                                               =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 1



                              CADIZ INC.

               CONSOLIDATED BALANCE SHEET (UNAUDITED)

-----------------------------------------------------------------------
                                             MARCH 31,  DECEMBER 31,
($ IN THOUSANDS)                                 2004       2003
-----------------------------------------------------------------------

ASSETS
Current assets:
 Cash and cash equivalents                     $   2,567  $   3,422
 Prepaid expenses and other                          394        248
                                               ---------  ---------
      Total current assets                         2,961      3,670

Property, plant, equipment and water
 programs, net                                    39,383     39,514
Goodwill                                           3,813      3,813
Restricted cash                                    1,433      2,142
Other assets                                         310        387
                                               ---------  ---------
                                               $  47,900  $  49,526
                                               =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                              $     784  $     857
 Accrued liabilities                                  84      1,545
 Long-term debt, current portion                  32,626          -
                                               ---------  ---------
          Total current liabilities               33,494      2,402

Long-term debt                                         -     30,253
Other liabilities                                      -        654

Commitments and contingencies

Stockholders' equity:
 Series F convertible preferred stock -
  $.01 par value:
   100,000 shares authorized; shares issued
   and outstanding - 100,000 at March 31,
   2004 and December 31, 2003                          1          1

 Common stock - $.01 par value; 70,000,000
  shares authorized; shares issued and
  outstanding - 6,612,674 at March 31, 2004
  and 6,471,385 at December 31, 2003                  66         65

 Additional paid-in capital                      185,977    184,974
 Accumulated deficit                            (171,638)  (168,823)
                                               ---------  ---------
  Total stockholders' equity                      14,406     16,217
                                               ---------  ---------
                                               $  47,900  $  49,526
                                               =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 2



                               CADIZ INC.

           CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

-----------------------------------------------------------------------
                                              FOR THE THREE MONTHS
                                                 ENDED MARCH 31,
($ IN THOUSANDS)                                 2004       2003
-----------------------------------------------------------------------

Cash flows from operating activities:
 Net loss                                      $  (2,815) $  (4,644)
Adjustments to reconcile net loss to
 net cash used for operating activities:
  Depreciation and amortization                    1,158        904
  Loss on disposal of assets                           -         16
  Write off of investment in subsidiary                -        195
  Interest expense added to loan principal           707          -
  Compensation charge for deferred stock units         -         81
  Accrued interest on loan to officer                  -        (15)
  Changes in operating assets and liabilities:
   Decrease in accounts receivable                     -      1,488
   Increase in inventories                             -     (3,043)
   Increase in prepaid expenses and other           (146)       (10)
   Increase (decrease) in accounts payable           (73)     1,693
   Increase (decrease) in accrued liabilities       (395)     1,271
                                               ---------  ---------
Net cash used for operating activities            (1,564)    (2,064)
                                               ---------  ---------
Cash flows from investing activities:
 Disposal of subsidiary                                -     (1,019)
 Additions to property, plant and equipment            -       (140)
 Additions to developing crops                         -       (198)
 Payment of loan to officer                            -         30
 Decrease in restricted cash for payment
  interest                                           709          -
 Increase decrease in other assets                     -       (104)
                                               ---------  ---------

    Net cash provided by (used for) investing
     activities                                      709     (1,431)
                                               ---------  ---------
Cash flows from financing activities:
 Proceeds from issuance of long-term debt              -        135
 Proceeds from convertible note payable                -        200
 Principal payments on long-term debt                  -         (7)
                                               ---------  ---------
    Net cash provided by financing activities          -        328
                                               ---------  ---------
Net decrease in cash and cash equivalents           (855)    (3,167)

Cash and cash equivalents, beginning of period     3,422      3,229
                                               ---------  ---------
Cash and cash equivalents, end of period       $   2,567  $      62
                                               =========  =========
See accompanying notes to the consolidated financial statements.

                                Page 3



                                  CADIZ INC.

           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

--------------------------------------------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 2004
($ IN THOUSANDS)
--------------------------------------------------------------------------------
           PREFERRED STOCK    COMMON STOCK  ADDITIONAL                  TOTAL
           ---------------    ------------   PAID-IN   ACCUMULATED STOCKHOLDERS'
           SHARES   AMOUNT  SHARES   AMOUNT  CAPITAL     DEFICIT      DEFICIT
           ------   ------  ------   ------  -------     -------      -------
Balance as
 of December
 31, 2003  100,000  $  1  6,471,385  $   65  $ 184,974  $(168,823)   $  16,217

Exchange
 of deferred
 stock units
 for common
 stock           -     -      1,289       -        654          -          654

Issuance of
 common
 stock for
 services        -     -    140,000       1        349          -          350

Net loss         -     -          -       -          -     (2,815)      (2,815)
           -------  ----  ---------  ------  ---------  ---------    ---------
Balance as
 of March
 31, 2004  100,000  $  1  6,612,674  $   66  $ 185,977  $(171,638)   $  14,406
           =======  ====  =========  ======  =========  =========    =========

See accompanying notes to the consolidated financial statements.

                                Page 4


                                     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, 2003. On
January 30, 2003, Sun World International, Inc. and its subsidiaries
(collectively "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, 2003. 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.
The Company wrote off the net investment in  Sun World
of $195 thousand at the Chapter 11 filing date because it did 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
Sun World, and contain all adjustments, consisting only of normal
recurring adjustments, which the Company considers necessary for
a fair 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, 2003. The
results of operations for the three months ended March 31, 2004
are not necessarily indicative of results for the entire fiscal
year ending December 31, 2004.

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
$2.8 million for the three months ended March 31, 2004 and $11.5
million for the year ended December 31, 2003.  The Company had a
working capital deficit of $30.5 million at March 31, 2004 and
used cash in operations of $1.6 million for the three months ended
March 31, 2004 and $6.6 million for the year ended December 31, 2003.
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

                                Page 5

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.

GOODWILL

     The Company has $3.8 million of goodwill which resulted from
a merger in May 1988 between two companies, which eventually became
known as Cadiz Inc.  Goodwill is not amortized but is tested for
impairment annually in the first quarter, or earlier if events occur
which require an impairment analysis be performed.  The Company
performed an impairment test of its goodwill in the first quarter
of 2004 and determined that its goodwill was not impaired as its
market capitalization at March 31, 2004 of $46.9 million was in
excess of the Company's net book value of $14.4 million at that
date.

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

                                Page 6

2002 as described in Note 1 in Cadiz' Annual Report on Form 10-
K for the year ended December 31, 2003, 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.

     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 MONTHS ENDED MARCH 31,
                                                  2004       2003
                                                  ----       ----
Net loss applicable to common stock:
           As reported                         $  (2,815) $  (5,171)
           Expense under
            SFAS 123                                   -        (50)
                                               ---------  ---------
           Pro forma                           $  (2,815) $  (5,221)
                                               =========  =========

Net loss per common share:
           As reported                         $   (0.43) $   (3.53)
           Expense under
            SFAS 123                                   -      (0.03)
                                               ---------  ---------
           Pro forma                           $   (0.43) $   (3.56)
                                               =========  =========

     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.

NEW ACCOUNTING PRONOUNCEMENTS

     In March 2004, the consensus of Emerging Issues Task Force (EITF)
Issue No. 03-06, Participating Securities and the Two-Class Method
under FASB Statement 128, was published.  EITF Issue No. 03-06
addresses the computations of earnings per share by companies that
have issued securities other than common stock that contractually
entitle the holder to participate in dividends and earnings of the
company.  Further guidance on the application and allocations of the
two-class method of calculating earnings per share is also included.
The provisions of EITF Issue No. 03-06 will be effective for reporting
periods beginning after March 31, 2004.  The adoption of this guidance
is not expected to have significant impact on the Company's financial
results of operations and financial position.

                                Page 7

NOTE 2 - PROPERTY, PLANT EQUIPMENT AND WATER PROGRAMS
-----------------------------------------------------

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


                                            MARCH 31,  DECEMBER 31,
                                               2004         2003
                                               ----         ----
          Land                               $  22,010  $  22,010
          Permanent crops                        6,494      6,494
          Developing crops                         192        192
          Water programs                        14,274     14,274
          Buildings                              1,408      1,408
          Machinery and equipment                3,590      3,590
                                             ---------  ---------
                                                47,968     47,968

          Less accumulated depreciation         (8,585)    (8,454)
                                             ---------  ---------

                                             $  39,383  $  39,514
                                             =========  =========


NOTE 3 - DEBT
-------------

     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.  At the closing of the secured term lending, the
Company deposited into the lender's cash collateral account the
sum of $2,142,000.  The deposit, which is shown on the balance
sheet as Restricted Cash, represented collateral for future
interest payments on the Company's credit facility accruing at
the rate of 4% per annum from October 1, 2003 until March 31,
2005.

     Interest under the amended credit facilities is payable
semiannually on March 31 and September 30 each year 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.

     On March 31, 2004, the Company elected the 4% cash and 8% PIK
option.  Accordingly, 4% interest from October 1, 2003 in the amount
of $0.7 million was paid from the restricted cash account leaving
a balance of $1.4 million.  On the same date, the accrued 8% PIK
portion in the amount of $1.4 million was added to the principal
balance of the loan.

     At March 31, 2004, the $32.6 million principal balance of the
loan represents the original borrowing of $35.0 million increased by
the $1.4 million above less $3.8 million being the unamortized portion
of the debt discount resulting from the issuance of the Series F
preferred stock at the time of the loan extension.

     In April 1997, Sun World issued $115 million of Series A First
Mortgage Notes through a

                                Page 8

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.

     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.

                                Page 9

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     Condensed consolidating financial information as of and for
the three months ended March 31, 2003 for the Company is presented
below.  Consolidating balance sheet information at December 31,
2003 and March 31, 2004 and consolidating financial information
for the three months ended March 31, 2004 is not presented as Sun
World was deconsolidated effective January 30, 2003 (in
thousands):


CONSOLIDATING STATEMENT
OF OPERATIONS INFORMATION
THREE MONTHS ENDED MARCH 31, 2003
                              CADIZ    SUN WORLD ELIMINATIONS CONSOLIDATED
                              -----    --------- ------------ ------------

Revenues                    $     187  $   3,005  $    (146)   $   3,046
                            ---------  ---------  ---------    ---------

Costs and expenses:
 Cost of sales                     47      2,653        (21)       2,679
 General and administrative     1,055        707       (125)       1,637
 Write off investment in
  subsidiary                      195          -          -          195
 Reorganization expense             -        655          -          655
 Depreciation and
  amortization                    147        190          -          337
                            ---------  ---------  ---------    ---------

  Total costs and expenses      1,444      4,205       (146)       5,503
                            ---------  ---------  ---------    ---------

Operating profit (loss)        (1,257)    (1,200)         -       (2,457)

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

Interest expense, net             918      1,269          -        2,187
                            ---------  ---------  ---------    ---------

Net loss before income
 taxes                         (4,644)    (2,469)     2,469       (4,644)

Income tax expense                  -          -          -            -
                            ---------  ---------  ---------    ---------

Net loss                       (4,644)    (2,469)     2,469       (4,644)

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

Net loss applicable to
 common stock               $  (5,171) $  (2,469) $   2,469    $  (5,171)
                            =========  =========  =========    =========

                                Page 10



CONSOLIDATING STATEMENT OF
CASH FLOW INFORMATION
THREE MONTHS ENDED MARCH 31, 2003
                              CADIZ    SUN WORLD ELIMINATIONS CONSOLIDATED
                              -----    --------- ------------ ------------

Net cash used for operating
 activities                 $    (361) $  (1,703) $       -    $  (2,064)
                            ---------  ---------  ---------    ---------

Cash flows from investing
 activities:
 Disposal of subsidiary             -     (1,019)         -       (1,019)
 Additions to property,
  plant and equipment               -       (140)         -         (140)
 Additions to water programs        -          -          -            -
 Additions to
  developing crops                 (1)      (197)         -         (198)
 Payment of loan to officer        30          -          -           30
 (Increase)decrease  in
  other assets                      5       (109)         -         (104)
                            ---------  ---------  ---------    ---------

Net cash provided by (used
 for) investing activities         34     (1,465)         -       (1,431)
                            ---------  ---------  ---------    ---------

Cash flows from financing
 activities:
 Net proceeds from issuance
  of long-term debt                 -        135          -          135
 Net proceeds from
  convertible notes payable       200          -          -          200
 Principal payments on
  long-term debt                    -         (7)         -           (7)
                            ---------  ---------  ---------    ---------

Net cash provided by
 financing activities             200        128          -          328
                            ---------  ---------  ---------    ---------

Net decrease in cash and
 cash equivalents                (127)    (3,040)         -       (3,167)

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

Cash and cash equivalents,
 end of period              $      62  $       -  $       -    $      62
                            =========  =========  =========    =========


NOTE 4 - 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 1,751,000 shares (including Series F
preferred stock convertible into 1,729,000 shares of common
stock) and 323,000 at March 31, 2004 and 2003, respectively.


NOTE 5 - PREFERRED AND COMMON STOCK
-----------------------------------

     During the quarter ended March 31, 2004, we issued 60,000
shares of common stock in consideration for services valued at
$150,000, and 80,000 shares of common stock in payment of $200,000
bonus for services rendered.  The shares were issued at $2.50 per
share, the price of the December 2003 private placement at which
time the issue of the shares was authorized, the services rendered
and the amounts accrued.  We also issued 1,289 shares of

                                Page 11

common stock to holders of deferred stock units who exchanged their
deferred stock units for shares of common stock upon their
vesting dates.


NOTE 6 - SEGMENT INFORMATION
----------------------------

         Financial information by reportable business segment is
reported in the tables below.  The changes in the agricultural
segment for the period ended March 31, 2004 are due to the
deconsolidation of Sun World in January 2003.


                            THREE MONTHS ENDED
                                 MARCH 31
                              2004       2003

External sales
 Water resources           $      11  $      41
 Agricultural                      -      3,005
                           ---------  ---------
 Consolidated              $      11  $   3,046
                           =========  =========

Inter-segment sales
 Water resources           $       -  $     146
 Agricultural                      -       (146)
                           ---------  ---------
 Consolidated              $       -  $       -
                           =========  =========

Total sales
 Water resources           $      11  $     187
 Agricultural                      -      3,005
 Other                             -       (146)
                           ---------  ---------
 Consolidated              $      11  $   3,046
                           =========  =========

Income (loss) before
 income taxes
 Water resources           $    (736) $  (1,062)
 Agricultural                      -     (1,200)
 Interest expense (net)       (2,079)    (2,187)
 Other                             -       (195)
                           ---------  ---------
 Consolidated              $  (2,815) $  (4,644)
                           =========  =========

                           MARCH 31, DECEMBER 31,
                             2004       2003
Assets
 Water resources           $  47,900  $  49,526

                                Page 12

 Agricultural                      -          -
                           ---------  ---------
 Consolidated              $  47,900  $  49,526
                           =========  =========

                                Page 13



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

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
------------------------------------------------------------------------
                                               THREE MONTHS ENDED
                                                     MARCH 31,
($ IN THOUSANDS)                                 2004       2003
------------------------------------------------------------------------

Revenues                                       $  12,277  $   9,561
                                               ---------  ---------
Costs and expenses:
 Cost of sales                                    11,255      9,071
 General and administrative                        2,403      2,146
 Depreciation and amortization                       474        526
                                               ---------  ---------

   Total costs and expenses                       14,132     11,743
                                               ---------  ---------

Operating loss                                    (1,855)    (2,182)

Gain on sale of property                             152          -

Interest expense, net (contractual interest
 for 2004 and 2003, respectively was
 $3,915 and $4,029)                                  393      1,603
                                               ---------  ---------

Loss before reorganization items
 and income taxes                                 (2,096)    (3,785)

Reorganization items:
 Debt issuance costs                                   -        912
 Professional fees                                   418      1,365
                                               ---------  ---------

   Total reorganization items                        418      2,277
                                               ---------  ---------

Net loss before income taxes                      (2,514)    (6,062)

Income tax expense                                    62         20
                                               ---------  ---------

Net loss                                       $  (2,576) $  (6,082)
                                               =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 14


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

CONSOLIDATED BALANCE SHEET (UNAUDITED)
------------------------------------------------------------------------
                                                MARCH 31, DECEMBER 31,
($ IN THOUSANDS)                                  2004       2003
------------------------------------------------------------------------

ASSETS

Current assets:
 Cash and cash equivalents                     $     153  $   1,548
 Accounts receivable, net                          6,329      7,031
 Inventories                                      20,990     12,851
 Prepaid expenses and other                        1,716      1,817
                                               ---------  ---------

    Total current assets                          29,188     23,247

Property, plant, equipment, and water
 programs, net                                   108,344    107,812

Intangible assets                                  1,896      1,903

Other assets                                       6,560      6,568
                                               ---------  ---------

 Total assets                                  $ 145,988  $ 139,530
                                               =========  =========

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities:
 Accounts payable                              $   6,583  $   5,689
 Accrued liabilities                               1,756      2,280
 Revolving credit facility                        13,098      4,423
 Long-term debt, current portion                     120        125
                                               ---------  ---------

     Total current liabilities                    21,557     12,517

Long-term debt                                       705        730
Deferred income taxes                              5,447      5,447
Other liabilities                                     28        365
                                               ---------  ---------

     Total liabilities not subject to
      compromise                                  27,737     19,059
                                               ---------  ---------

Liabilities subject to compromise under
 reorganization proceedings                      141,606    141,606

Contingencies

Stockholder's deficit:
 Common stock, $0.01 par value, 300,000
  shares authorized; 42,000 shares issued
  and outstanding                                      -          -
 Additional paid-in capital                       39,479     39,123
 Accumulated deficit                             (62,834)   (60,258)
                                               ---------  ---------

  Total stockholder's deficit                    (23,355)   (21,135)
                                               ---------  ---------

 Total liabilities and stockholder's deficit   $ 145,988  $ 139,530
                                               =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 15



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

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
------------------------------------------------------------------------
                                                THREE MONTHS ENDED
                                                    MARCH 31,
($ IN THOUSANDS)                                 2004       2003
------------------------------------------------------------------------

Cash flows from operating activities:
 Net loss                                      $  (2,576) $  (6,082)
Adjustments to reconcile net loss to net
 cash used for operating activities:
  Depreciation and amortization                      481        602
  Write-off of debt issuance costs	                   -        912
  Gain on disposal of assets                        (152)        (9)
  Shares of KADCO stock earned for services            -       (313)
  Compensation charge for deferred stock units        20         79
  Changes in operating assets and liabilities:
   Decrease in accounts receivable                   702      1,520
   Increase in inventories                        (7,159)    (5,735)
   Decrease  (increase) in prepaid expenses
    and other                                        101     (1,295)
   Increase in accounts payable                      894        454
   Increase (decrease) in accrued liabilities       (524)       268
   Increase in due to parent                           -        (61)
   (Decrease) increase in other liabilities            -        (10)
                                               ---------  ---------

  Net cash used before reorganization items       (8,213)    (9,670)
                                               ---------  ---------

Increase in liabilities subject to compromise
 under reorganization proceedings                      -        247
                                               ---------  ---------

  Net cash used for operating activities          (8,213)    (9,423)
                                               ---------  ---------

Cash flows from investing activities:
 Additions to property, plant, and equipment        (663)      (187)
 Additions to developing crops                    (1,257)      (548)
 Proceeds  from  disposal of property, plant
  and equipment                                      157         21
 Increase in other assets                            (64)      (131)
                                               ---------  ---------

  Net cash used for investing activities          (1,827)      (845)
                                               ---------  ---------

Cash flows from financing activities:
Proceeds from issuance of long term debt               -        136
Principal payments on long-term debt                 (30)      (885)
Borrowings from intercompany revolver, net             -         51
Proceeds from short-term borrowings                8,675      9,662
                                               ---------  ---------

  Net cash provided by financing activities        8,645      8,964
                                               ---------  ---------

Net decrease in cash and cash equivalents         (1,395)    (1,304)

Cash and cash equivalents at beginning
 of period                                         1,548      3,040
                                               ---------  ---------

Cash and cash equivalents at end of period     $     153  $   1,736
                                               =========  =========

See accompanying notes to the consolidated financial statements.

                                Page 16


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

CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (UNAUDITED)
--------------------------------------------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 2004
($ In Thousands)
--------------------------------------------------------------------------------
                                          ADDITIONAL                   TOTAL
                           COMMON STOCK    PAID-IN    ACCUMULATED  STOCKHOLDERS'
                         SHARES   AMOUNT   CAPITAL      DEFICIT       DEFICIT
                         ------   ------   -------      -------       -------
Balance as of
 December 31, 2003        42,000  $    -  $  39,123   $ (60,258)     $ (21,135)

Exchange of deferred
 stock units for
 parent's common stock         -       -       356            -            356

Net loss                       -       -         -       (2,576)        (2,576)
                       ---------  ------  --------    ---------      ---------
Balance as of
 March 31, 2004           42,000  $    -  $ 39,479    $ (62,834)     $ (23,355)
                       =========  ======  ========    =========      =========

See accompanying notes to the consolidated financial statements.

                                Page 17



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

NOTES TO THE 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 four Sun World entities are the joint proponents of the
Debtors' Joint Plan of Reorganization Dated November 24, 2003
(the "Plan").  Under the Plan, which is subject to amendment and
modification, the Reorganized Sun World will continue to operate
as a going concern on and after the Plan's effective date.  The
Plan provides for the restructuring of Sun World's balance sheet
by providing for Sun World to issue equity interests in the
Reorganized Company to the holders of its First Mortgage Notes in
full satisfaction of their mortgage note claims; for the payment
in full of convenience claims and trade claims; and for Sun World
to issue equity interests in the reorganized company to entities
holding certain other unsecured claims in full satisfaction of
those claims.  Exit financing to be provided by an exit lender
under the Plan should meet the Company's need for seasonal
financing following the effective date.  The hearing to consider
the adequacy of the disclosure statement accompanying the Plan,
most recently scheduled for June 11, 2004, has been subject to
several postponements and no hearing date is currently scheduled.

                                Page 18

     In Sun World's filings with the Bankruptcy Court, Sun World has
reported that it believes that the Plan likely cannot be confirmed
absent the acceptance of the holders of the First Mortgage Notes, in
their capacity as secured creditors.  Sun World has further reported
to the Bankruptcy Court that the holders of the First Mortgage Notes
have not reached a consensus with respect to certain corporate governance
issues relating to the reorganized company, and that they have been
unable to finalize a shareholder agreement term sheet.  In the meantime,
Sun World has, with Bankruptcy Court approval, expanded the scope of its
engagement with Ernst & Young Corporate Finance LLC to include services
related to (i) a sale of substantially all of its assets pursuant to a
motion or a plan or reorganization, and (ii) obtaining an equity investor
and financing under a plan of reorganization and is actively pursuing the
sales/investment process.  Sun World has chosen to delay the preparation
of an amended Plan and disclosure statement and the scheduling of a
disclosure statement hearing date pending the outcome of these most recent
developments.  Sun World's exclusivity period (i.e. the period during which
only Sun World may file a plan of reorganization) currently expires on
December 31, 2004.  The Company cannot predict at this time what changes,
if any, will be made to the Plan as a result of the foregoing or whether
or not the Plan, as amended, will be approved.

     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 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.

                                Page 19

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, 2003.  The foregoing Consolidated
Financial Statements include all adjustments, consisting only of
normal recurring adjustments, which Sun World considers necessary
for a fair presentation.  The results of operations for the three
months ended March 31, 2004 are not 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 at March 31, 2004, consist of professional
fees directly associated with the reorganization of $418,000, and
at March 31, 2003 consist professional fees directly associated
with the reorganization of $1,365,000 and the write-off of
unamortized debt issuance costs as of the Petition Date of $912,000.

     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.


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

     Inventories consist of the following (dollars in thousands):

                                                MARCH 31, DECEMBER 31,
                                                  2004       2003
                                                  ----       ----

     Growing crops                             $  17,811  $  10,427
     Harvested product                               322        189
     Materials and supplies                        2,857      2,235
                                               ---------  ---------
                                               $  20,990  $  12,851
                                               =========  =========


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

                                Page 20

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.

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

                                               MARCH 31, DECEMBER 31,
                                                 2004       2003
                                                 ----       ----
     Accounts payable                          $   4,311  $   4,311
     Interest payable                              3,795      3,795
     Due to parent company                        13,500     13,500
     Long-term debt                              120,000    120,000
                                               ---------  ---------
          Total                                $ 141,606  $ 141,606
                                               =========  =========

                                Page 21


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, 2003.

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.

                                Page 22

      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
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.

                                Page 23

     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:

       *  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 for $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
          holder 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;

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

                                Page 24

            *  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.

      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.  We wrote off
the net investment in Sun World of $195 thousand at the Chapter 11
filing date because we do not anticipate being able to recover our
investment.

      Our consolidated financial statements for the three month
period ended March 31, 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
three months ended March 31, 2004 with results for the three months
ended March 31, 2003 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 period ending
March 31, 2003, and from which the numbers used

                                Page 25

in the following discussion are derived, can be found in Note 3 to the
Consolidated Financial Statements in Item 1 above.

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED
MARCH 31, 2003
----------------------------------------------------------------

     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 $11
thousand for the three months ended March 31, 2004 and $0.2 million
for the three months ended March 31, 2003 with the reduction primarily
attributable to the loss of management fees charged to Sun World in
2003 for the period to its Chapter 11 filing January 30, 2003.  Our net
loss totaled $2.8 million for the three months ended March 31, 2004
compared to $4.6 million for the three months ended March 31, 2003.
During the three months ended March 31, 2003, Cadiz recorded $2.5 million
loss from Sun World.  Excluding the Sun World loss, Cadiz net loss for
the three months ended March 31, 2003 was $2.2 million.

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

     REVENUES.  We had revenues of $11 thousand for the three months
ended March 31, 2004 and $0.2 million for the three months ended
March 31, 2003 with the reduction attributable to the loss of management
fees charged to Sun World in 2003 for the period to Sun World's Chapter
11 filing January 30, 2003, and the loss of fixed rental revenue from
Cadiz Ranch.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and
administrative expenses during the three months ended March 31,
2004 totaled $0.6 million compared to $1.1 million for the three
months ended March 31, 2003. The decrease in general and
administrative expenses is primarily due to reductions in
professional fees, salaries and other costs associated with a
reduction in 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.  Depreciation and
amortization expense for the three months ended March 31, 2004
and 2003 totaled $0.13 million compared to $0.15 million.

     INTEREST EXPENSE, NET.  Net interest expense totaled $2.2
million during the three months ended March 31, 2004, compared to
$0.9 million during the same period in 2003.  The following table
summarizes the components of net interest expense for the two
periods (in thousands):

                                Page 26

                                                 THREE MONTHS ENDED
                                                     MARCH 31,
                                                 2004       2003
                                                 ----       ----
      Interest on outstanding debt             $   1,139  $     634
      Amortization of financing costs              1,027        350
      Interest income                                 (9)       (66)
                                               ---------  ---------
                                               $   2,157  $     918
                                               =========  =========

     The increase in net interest expense is primarily
due to a combination of higher interest rates on the ING loan and
the amortization of both debt discount and borrowing fees.  These
financing costs, which include fees and preferred stock issued in
conjunction with the ING loan extension, are amortized over the
life of the debt agreement. For the 2004 period, the amortization
of financing costs is non-cash as is $707 thousand of the interest
on outstanding debt representing the PIK portion which is added to
the loan principal. The result is that only approximately $400
thousand of the $2.2 million interest expense represents a current
cash outlay.  See Note 3 to Cadiz financial statements.


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 six 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

                                Page 27

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 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.

     We have no outstanding credit facilities or preferred stock
other than the Series F preferred stock held by ING as described
in our 10-K for the year ended December 31, 2003.

     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

                                Page 28

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.

     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 was $1.6 million for the three months ended March 31,
2004, as compared to $2.0 million for the three months ended March
31, 2003.  These amounts are not comparable because of the
deconsolidation of Sun world in January 2003.  Cash used by Cadiz
for operating activities totaled $1.6 million for the three months
ended March 31, 2004 compared to $0.4 million for the same period
in 2003.  The increased cash usage is primarily due to a greater
loss in the 2004 period.

     CASH USED FOR INVESTING ACTIVITIES.  During the 2004 period
$0.7 million was paid from the restricted cash account for the cash
portion of interest due on the ING loan at March 31, 2004.  During
the three months ended March 31, 2003, $1.5 million was used for
investing activities primarily due to $1.0 million as a result of
deconsolidation of Sun World in January 2003, and $0.3 million for
additions to fixed assets.

     CASH PROVIDED BY FINANCING ACTIVITIES.  Cash provided
by financing activities was $0 for the three months ended March 31,
2004, compared to $0.3 million in 2003.  In 2003, Cadiz cash inflows
resulted from the issuance of a $0.2 million convertible note and
$0.1 million from Sun World's issuance of long-term debt.

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 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.

                                Page 29

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.

NEW ACCOUNTING PRONOUNCEMENTS

     In March 2004, the consensus of Emerging Issues Task Force (EITF)
Issue No. 03-06, Participating Securities and the Two-Class Method
under FASB Statement 128, was published.  EITF Issue No. 03-06
addresses the computations of earnings per share by companies that
have issued securities other than common stock that contractually
entitle the holder to participate in dividends and earnings of the
company.  Further guidance on the application and allocations of the
two-class method of calculating earnings per share is also included.
The provisions of EITF Issue No. 03-06 will be effective for reporting
periods beginning after March 31, 2004.  The adoption of this guidance
is not expected to have significant impact on the Company's financial
results of operations and financial position.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information about market risks for the three months ended
March 31, 2004 does not differ materially from that discussed
under Item 7A of Cadiz' Annual Report on Form 10-K for the year
ended December 31, 2003.


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 March 31, 2004. Based upon, and 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.

                                Page 30

                  PART II  -  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     See "Legal Proceedings" included in the Company's latest Form 10-
K for a complete discussion.

     There are no other material pending legal proceedings to
which we are a party or of which any of our property is the
subject.

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

     During the quarter ended March 31, 2004, we issued 60,000
shares of common stock in consideration for services valued at
$150,000, or $2.50 per share.  We also issued 80,000 shares of
common stock valued at $2.50 per share in payment of a $200,000
bonus for services rendered.  We also issued 1,289 shares of
common stock to holders of deferred stock units who exchanged
their deferred stock units for shares of common stock upon their
vesting dates.  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 (other than 734 shares issued upon exchange of
deferred stock units which were eligible for resale pursuant to
Rule 144(k)).


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

      Not applicable.


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

     Not applicable.


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.

                                Page 31

         3.1 Certificate of Elimination of Series A Junior
             Participating Preferred Stock of Cadiz Inc.

         4.1 Amendment/Termination of Rights Agreement
             dated as of March __, 2004 by and between Cadiz
             Inc. and Continental Stock Transfer & Trust Company

        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

     None.

                            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.

                                Page 32

CADIZ INC.




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

                                Page 33






</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 March 31, 2004 (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-3
<SEQUENCE>3
<FILENAME>exhibit3-1.txt
<TEXT>

                 CERTIFICATE OF ELIMINATION
                             OF
       SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,
                             OF
                         CADIZ INC.

             (PURSUANT TO SECTION 151(G) OF THE
              DELAWARE GENERAL CORPORATION LAW)

     Cadiz Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the
"Corporation") does hereby certify that the following
resolutions respecting the Corporation's Series A Junior
Participating Preferred Stock were duly adopted by the
Corporation's Board of Directors:

          WHEREAS, no shares of the Corporation's Series A
     Junior Participating Preferred Stock are outstanding
     and no shares of Series A Junior Participating
     Preferred Stock will be issued subject to the
     certificate of designations previously filed with
     respect to the Series A Junior Participating Preferred
     Stock;

          NOW, THEREFORE, IT IS HEREBY RESOLVED, that the
     officers of the Corporation be, and each of them is
     hereby, authorized, empowered and directed to cause a
     certificate of elimination with respect to the
     Corporation's Series A Junior Participating Preferred
     Stock to be executed and filed with the Secretary of
     the State of Delaware pursuant to Section 151(g) of the
     Delaware General Corporation Law in order to eliminate
     from the Corporation's certificate of incorporation all
     matters set forth in the certificate of designations
     with respect to the Series A Junior Participating
     Preferred Stock.


     IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its duly authorized officer this
day of March, 2004.

                              CADIZ INC.



                              By:
                                 ------------------------------
                                 Jennifer Hankes Painter
                                 Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>exhibit4-1.txt
<TEXT>

            AMENDMENT/TERMINATION OF RIGHTS AGREEMENT

     This AMENDMENT/TERMINATION OF RIGHTS AGREEMENT ("Amendment")
is entered into as of March    , 2004 by and between Cadiz
Inc., a Delaware corporation ("Company"), and Continental Stock
Transfer & Trust Company, as Rights Agent ("Rights Agent"). The
parties to this Amendment are hereinafter sometimes referred to
collectively as the "Parties".

                            RECITALS:
                            ---------

     WHEREAS, the Parties have entered into a Rights Agreement,
dated as of May 11, 1999 (the "Rights Agreement"), by and between
the Company and the Rights Agent; and

     WHEREAS, the Parties wish to amend the Rights Agreement in
order to terminate the Rights Agreement; and

     WHEREAS, Section 26 of the Rights Agreement provides that
for so long as the Rights (as defined in the Rights Agreement)
are then redeemable, the Company may in its sold and absolute
discretion, and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Rights
Agreement in any respect without the approval of any holders of
Rights or common shares; and

     WHEREAS, the Rights are currently redeemable pursuant to the
terms and conditions of the Rights Agreement; and

     WHEREAS, Section 26 of the Rights Agreement provides further
that upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement
or amendment is in compliance with the terms of Section 26 of the
Rights Agreement, the Rights Agent shall execute such supplement
or amendment; and

     WHEREAS, currently herewith the Company has provided to the
Rights Agent a certificate meeting the requirements of Section 26
of the Rights Agreement;

     NOW THEREFORE, in consideration of the above recitals, the
promises and the mutual representations, warranties, covenants
and agreements herein contained, the Parties hereby agree as
follows:

     1.   AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT.  Section
35 is hereby added to the Rights Agreement to read in full as
follows:

     "Section 35.   IMMEDIATE TERMINATION OF AGREEMENT; NO
FURTHER FORCE AND EFFECT.  This Agreement is hereby terminated in
its entirety, effective immediately.  Upon such termination, all
Rights shall be deemed canceled, with no further force and
effect.  Upon such termination, no party shall have any rights,
duties, or obligations whatsoever pursuant to this Agreement or
pursuant to any Rights previously issued pursuant to this
Agreement, other than any obligations of the Company to the
Rights Agent pursuant to Section 18 of this Agreement, which
shall survive the termination of this Agreement.

     IN WITNESS WHEREOF, each of the Parties has caused this
Amendment/Termination to be executed and delivered by their duly
authorized officers as of the date first above written.

CADIZ INC.


By:
   -------------------------------------
Name:
Title:



CONTINENTAL STOCK TRANSFER & TRUST COMPANY


By:
   -------------------------------------
Name:
Title:


</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>
