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

I , O'Donnell Iselin II, 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 14, 2005

                              /s/ O'Donnell Iselin II
                              ---------------------------------
                              O'Donnell Iselin II
                              Chief Financial Officer and Secretary