EXHIBIT 31.2

   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)) and internal
      control over financial reporting (as defined in Exchange
      Act Rules 13a-15(f) and 15d-15(f)) 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)  Designed such internal control over financial
              reporting, or caused such internal control over
              financial reporting to be designed under our
              supervision, to provide reasonable assurance regarding
              the reliability of financial reporting and the
              preparation of financial statements for external
              purposes in accordance with generally accepted
              accounting principles.

          c)  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

          d)  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 of internal
      control over financial reporting, to the registrant's auditors
      and the audit committee of the registrant's board of directors
      (or persons performing the equivalent functions):

          a)  All significant deficiencies and material weaknesses
              in the design or operation of internal control over
              financial reporting 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: May 10, 2006

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