UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D. C. 20549


                            FORM 10-Q


(Mark One)
[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 for the quarterly period ended September 30, 2005

                               OR

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


                 Commission File Number 0-12114

                           Cadiz Inc.

       (Exact name of registrant specified in its charter)

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

777 S. Figueroa Street, Suite 4250
   Los Angeles, California                     90017
(Address of principal executive offices)     (Zip Code)

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

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

                         YES  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 November 7, 2005, the Registrant had 10,965,568 shares of
common stock, par value $0.01 per share, outstanding.



                            CADIZ INC.

                              INDEX

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005            PAGE
======================================================================

PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

     CADIZ INC. CONSOLIDATED FINANCIAL STATEMENTS

     Unaudited Statement of Operations for the three months ended
     September 30, 2005 and 2004. . . . . . . . . . . . . . . . . .1

     Unaudited Statement of Operations for the nine months ended
     September 30, 2005 and 2004. . . . . . . . . . . . . . . . . .2

     Unaudited Balance Sheet as of September 30, 2005 and
     December 31, 2004. . . . . . . . . . . . . . . . . . . . . . .3

     Unaudited Statement of Cash Flows for the nine months ended
     September 30, 2005 and 2004. . . . . . . . . . . . . . . . . .4

     Unaudited Statement of Stockholders' Equity for the nine
     months ended September 30, 2005. . . . . . . . . . . . . . . .5

     Unaudited Notes to the Consolidated Financial Statements. . . 6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . 13

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK. . . . . . . . . . . . . . . . . . . . . . . 21

ITEM 4.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . 21


PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . .21

                                  Page i


                          CADIZ INC.

          CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

----------------------------------------------------------------------
                                              FOR THE THREE MONTHS
                                               ENDED SEPTEMBER 30,
($ IN THOUSANDS EXCEPT PER SHARE DATA)            2005      2004
----------------------------------------------------------------------

Revenues                                       $     15   $     12
                                               --------   --------

Costs and expenses:
 General and administrative                       1,054        636
 Compensation costs from stock and
  option awards                                   2,305          -
 Depreciation and amortization                       67        132
                                               --------   --------

Total costs and expenses                          3,426        768
                                               --------   --------

Operating loss                                   (3,411)      (756)

Interest expense, net                               479      2,138
                                               --------   --------

Loss before income taxes                         (3,890)    (2,894)
Income tax credit                                   (27)         -
                                               --------   --------

Net loss                                       $ (3,863)  $ (2,894)
                                               ========   ========

Net loss applicable to common stock            $ (3,863)  $ (2,894)
                                               ========   ========

Basic and diluted net loss per common share    $  (0.35)  $  (0.44)
                                               ========   ========

Basic and diluted weighted average
 shares outstanding                              10,966      6,613
                                               ========   ========

See accompanying notes to the consolidated financial statements.

                                  Page 1



                          CADIZ INC.

          CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

----------------------------------------------------------------------
                                               FOR THE NINE MONTHS
                                               ENDED SEPTEMBER 30,
($ IN THOUSANDS EXCEPT PER SHARE DATA)           2005      2004
----------------------------------------------------------------------

Revenues                                       $     45   $     32
                                               --------   --------

Costs and expenses:
 General and administrative                       2,885      1,730
 Compensation costs from stock and
  option awards                                  13,554          -
 Depreciation and amortization                      201        394
                                               --------   --------

 Total costs and expenses                        16,640      2,124
                                               --------   --------

Operating loss                                  (16,595)    (2,092)

Interest expense, net                             1,433      6,341
                                               --------   --------

Loss before income taxes                        (18,028)    (8,433)
Income tax expense                                   29          -
                                               --------   --------

Net loss                                       $(18,057)  $ (8,433)
                                               ========   ========

Net loss applicable to common stock            $(18,057)  $ (8,433)
                                               ========   ========

Basic and diluted net loss per common share    $  (1.69)  $  (1.28)
                                               ========   ========
Basic and diluted weighted average
 shares outstanding                              10,679      6,591
                                               ========   ========

See accompanying notes to the consolidated financial statements.


                                  Page 2



                         CADIZ INC.

             CONSOLIDATED BALANCE SHEET (UNAUDITED)

----------------------------------------------------------------------
                                          SEPTEMBER 30,  DECEMBER 31,
($ IN THOUSANDS)                                2005        2004
----------------------------------------------------------------------

ASSETS

Current assets:
 Cash and cash equivalents                     $  6,465   $  9,031
 Prepaid interest expense                         1,059      1,106
 Prepaid expenses and other                         104        116
                                               --------   --------

      Total current assets                        7,628     10,253

Property, plant, equipment and water
 programs, net                                   35,380     35,552
Goodwill                                          3,813      3,813
Other assets                                        617      1,453
                                               --------   --------

                                               $ 47,438   $ 51,071
                                               ========   ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                              $    374   $    470
 Accrued liabilities                                355        743
                                               --------   --------

      Total current liabilities                     729      1,213

Long-term debt                                   25,885     25,000

Commitments and contingencies

Stockholders' equity:
 Series F convertible preferred stock -
  $.01 par value:
   100,000 shares authorized; shares issued
    and outstanding - 1,000 at September 30,
    2005 and December 31, 2004                        -          -
 Common stock - $.01 par value; 70,000,000
  shares authorized; shares issued and
  outstanding - 10,965,568 at September 30,
  2005 and 10,324,339 at December 31, 2004          110        103
 Additional paid-in capital                     223,631    209,615
 Accumulated deficit                           (202,917)  (184,860)
                                               --------   --------

 Total stockholders' equity                      20,824     24,858
                                               --------   --------

                                               $ 47,438   $ 51,071
                                               ========   ========

See accompanying notes to the consolidated financial statements.

                                  Page 3



                           CADIZ INC.

         CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

----------------------------------------------------------------------
                                               FOR THE NINE MONTHS
                                               ENDED SEPTEMBER 30,
 ($ IN THOUSANDS)                                2005       2004
----------------------------------------------------------------------

Cash flows from operating activities:
 Net loss                                      $(18,057)  $ (8,433)
 Adjustments to reconcile net loss to
  net cash used for operating activities:
    Depreciation and amortization                   201      3,475
    Interest expense added to loan principal        893      2,189
    Stock issued for services                       469          -
    Compensation charge for stock awards and
     share options                               13,554          -
 Changes in operating assets and liabilities:
    Increase in accounts receivable                 (16)         -
    Decrease in prepaid borrowing expense           851          -
    Decrease (increase) in prepaid expenses
     and other                                       28        (71)
    Decrease in other assets                         32          -
    Decrease in accounts payable                    (96)      (233)
    Increase (decrease) in accrued liabilities     (396)      (296)
                                               --------   --------

 Net cash used for operating activities          (2,537)    (3,369)
                                               --------   --------

Cash flows from investing activities:
 Additions to property, plant and equipment         (53)        (8)
 Proceeds from asset disposition                     24          -
 Decrease in restricted cash                          -      1,445
                                               --------   --------

    Net cash provided by investing activities       (29)     1,437
                                               --------   --------

Net decrease in cash and cash equivalents        (2,566)    (1,932)

Cash and cash equivalents, beginning of period    9,031      3,422
                                               --------   --------

Cash and cash equivalents, end of period       $  6,465   $  1,490
                                               ========   ========

See accompanying notes to the consolidated financial statements.

                                  Page 4



                                CADIZ INC.

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

--------------------------------------------------------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
($ IN THOUSANDS)
--------------------------------------------------------------------------------
           PREFERRED STOCK    COMMON STOCK  ADDITIONAL                TOTAL
           ---------------    ------------   PAID-IN   ACCUMULATED STOCKHOLDERS'
           SHARES   AMOUNT  SHARES   AMOUNT  CAPITAL     DEFICIT      EQUITY
           ------   ------  ------   ------  -------     -------      ------
Balance as
 of December
 31, 2004    1,000  $  -  10,324,339  $  103  $ 209,615  $(184,860)   $  24,858

Issuance
 of common
 stock for
 services        -     -      37,200       1        468          -          469

Issuance of
 incentive
 shares and
 options         -     -     604,029       6     13,548          -       13,554

Net loss         -     -           -       -          -    (18,057)     (18,057)
           -------  ----  ----------  ------  ---------  ---------    ---------

Balance as
 of September
 30, 2005    1,000  $  -  10,965,568  $  110  $ 223,361  $(202,917)   $  20,824
           =======  ====  ==========  ======  =========  =========    =========

See accompanying notes to the consolidated financial statements.

                                  Page 5



                         CADIZ INC.

        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

GENERAL

     The Consolidated Financial Statements have been prepared by
Cadiz Inc., sometimes referred to as "Cadiz" or "the Company",
without audit and should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in
the Company's Form 10-K for the year ended December 31, 2004.

     The foregoing Consolidated Financial Statements include the
accounts of the Company and contain all adjustments, consisting
only of normal recurring adjustments, which the Company considers
necessary for a fair presentation of the Company's financial
position, the results of its operations and its cash flows for
the periods presented and have been prepared in accordance with
generally accepted accounting principles.

     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, 2004.  The
results of operations for the nine months ended September 30,
2005 are not necessarily indicative of results for the entire
fiscal year ending December 31, 2005.

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
$18.1 million for the nine months ended September 30, 2005 and
$16.0 million for the year ended December 31, 2004.  The Company
had working capital of $6.9 million at September 30, 2005 and
used cash in operations of $2.5 million for the nine months ended
September 30, 2005 and $7.6 million for the year ended December
31, 2004.  Currently, the Company's sole focus is the development
of its water resources program.

     During the year ended December 31, 2004, the Company raised
$21.3 million in cash through a private sale of common stock.
Based on current forecasts, the Company believes it has
sufficient resources to fund operations beyond September 2006.
The Company's current resources do not provide the capital
necessary to fund the water development project should the
Company be required to do so.  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.

                                  Page 6

PRINCIPLES OF CONSOLIDATION

     In December 2003, the Company transferred substantially all
of its assets with the exception of its office sublease, certain
office furniture and equipment and the investment in Sun World
International Inc.("Sun World") to Cadiz Real Estate LLC, a
Delaware limited liability company ("Cadiz Real Estate").  The
Company holds 100% of the equity interests of Cadiz Real Estate,
and therefore continues to hold 100% beneficial ownership of the
properties that it transferred to Cadiz Real Estate.  Because the
transfer of the Company's properties to Cadiz Real Estate has no
effect on its ultimate beneficial ownership of these properties,
the properties owned of record either by Cadiz Real Estate or by
the Company are treated as belonging to the Company.

     On January 30, 2003, Sun World and certain of its
subsidiaries filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code.  The financial statements of Sun World
are no longer consolidated with those of Cadiz due to the
Company's loss of control over the operations of Sun World on
that date.  Cadiz also wrote off its 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.

     Further, in February 2005, Sun World completed the sale of
substantially all of its assets.  Sun World's consensual plan of
reorganization was confirmed by the U.S. Bankruptcy Court in
August, 2005 and became effective on September 6, 2005.  Cadiz
also reached a settlement with Sun World regarding certain tax
matters that became effective on September 6, 2005.  With the
final bankruptcy plan confirmation and settlement, Cadiz has no
further rights and obligations relating to Sun World assets or
indebtedness, and supplemental disclosure of Sun World
financial information will no longer be included in Cadiz
filings.

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 2005 and determined that its
goodwill was not impaired as its market capitalization at March
31, 2005 of $159.4 million was in excess of the Company's net
book value of $23.8 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.

                                  Page 7

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board
issued SFAS no. 123(R) (revised 2004), "Share-Based Payment"
which amends SFAS Statement 123 and will be effective for the
Company beginning January 1, 2006. The new standard will require
the Company to recognize compensation costs in its financial
statements in an amount equal to the fair value of share-based
payments granted to employees and directors. The Company is
currently evaluating how it will adopt the standard and
evaluating the effect that the adoption of SFAS 123(R) will have
on its financial position and results of operations.

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, as amended by SFAS 148, 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 AND NINE MONTHS ENDED SEPTEMBER 30,
                              -----------------------------------------
                                    2005                    2004
                                    ----                    ----
                         THREE MONTHS  NINE MONTHS  THREE MONTHS  NINE MONTHS
                         ------------  -----------  ------------  -----------
Net loss applicable to
 common stock:
  as reported             $  (3,863)   $ (18,057)    $  (2,894)  $  (8,433)

Stock based employee
 compensation cost, net
 of tax effects, included
 in the determination of
 net income as reported       2,305       13,554             -           -

Stock based employee
 compensation cost, net
 of tax effects, under
 the fair value method if
 the fair value method
 had been applied            (2,482)     (14,463)            -           -
                          ---------    ---------     ---------   ---------

Proforma net loss if the
 fair value method had
 been applied             $  (4,040)   $ (18,966)    $  (2,894)  $  (8,433)
                          =========    =========     =========   =========

                                  Page 8


                              THREE AND NINE MONTHS ENDED SEPTEMBER 30,
                              -----------------------------------------
                                    2005                    2004
                                    ----                    ----
                         THREE MONTHS  NINE MONTHS  THREE MONTHS  NINE MONTHS
                         ------------  -----------  ------------  -----------

Net loss applicable to
 common stock:
  as reported per basic
   and diluted common
   share                  $   (0.35)   $   (1.69)    $   (0.44)  $   (1.28)

Stock based employee
 compensation cost, net
 of tax effects, included
 in the determination of
 net income as reported        0.21         1.26             -           -

Stock based employee
 compensation cost, net
 of tax effects, under
 the fair value method if
 the fair value method
 had been applied             (0.23)       (1.35)            -           -
                          ---------    ---------     ---------   ---------

Proforma net loss if the
 fair value method had
 been applied             $   (0.37)   $   (1.78)    $   (0.44)  $   (1.28)
                          =========    =========     =========   =========


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


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

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


                                             SEPTEMBER 30,  DECEMBER 31,
                                                 2005          2004

          Land and land improvements            $ 21,986     $ 22,010
          Water programs                          14,274       14,274
          Buildings                                1,408        1,408
          Machinery and equipment                  3,651        3,599
                                                --------     --------

                                                  41,319       41,291
          Less accumulated depreciation           (5,939)      (5,739)
                                                --------     --------

                                                $ 35,380     $ 35,552
                                                ========     ========

     Depreciation expense totaled $67 thousand and $132 thousand
during the three months ended September 30, 2005 and 2004, and
$201 thousand and $394 thousand for the nine months ended
September 30, 2005 and 2004.

                                  Page 9

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

     On November 30, 2004 the Company entered into an amendment
of its senior term loan agreement with ING whereby it repaid in
full the senior term loan portion of the facility with ING of
$10 million and reduced to $25 million the outstanding principal
balance under the existing revolving portion of the loan. The
terms and conditions of the loan facility with ING were amended
in order to extend the maturity date of the debt until March 31,
2010, conditioned upon a further principal reduction of $10 million
on or before March 31, 2008, with an interest rate through March
31, 2008 of 4% cash plus 4% paid in kind ("PIK") increasing to
4% cash plus 6% PIK for interest periods commencing on and after
April 1, 2008.

     Interest is payable semiannually on March 31 and September
30 each year.  The PIK portion is added to the outstanding
principal balance.

     On March 31, 2005 and September 30, 2005, the 4% cash
interest in the aggregate amount of $0.9 million was paid by
applying it to a $2.4 million credit against loan obligations
created by ING as consideration for units purchased by ING as
part of a $24 million private placement completed by the Company
in November 2004, leaving a credit balance of $1.5 million. On
the same dates, the accrued 4% PIK interest portion in amounts
totaling $0.9 million was added to the principal balance of the
loan.

     The terms of the loan facilities require certain mandatory
prepayments from the cash proceeds of future equity issuances by
the Company and prohibit the payment of dividends.

     The senior term loan is secured by substantially all of the
assets of the Company.


NOTE 4 - INCOME TAXES
---------------------

     In February 2005, our wholly owned subsidiary Sun World
completed the sale of substantially all of its assets.

     The sale will generate a total gain at Sun World of
approximately $11.3 million and $45.2 million for federal and
state income tax purposes, respectively.  For regular income tax
purposes this gain is not expected to generate a tax liability,
in that Sun World and Cadiz file a consolidated tax return and
the companies have sufficient net operating loss carryovers
(NOLs) to offset the gain from Sun World.  However, because of
state apportionment factors and the Alternative Minimum Tax (AMT)
rules, Cadiz is expected to have a tax liability of approximately
$29 thousand, which amount has been accrued as of September 30,
2005.

     On August 26, 2005, a Settlement Agreement between Cadiz, on
the one hand, and Sun World and three of Sun World's
subsidiaries, on the other hand, was approved by the U.S.
Bankruptcy Court, concurrently with the Court's confirmation of a
consensual plan of reorganization for Sun World and its debtor
affiliates.  The Settlement Agreement provides that, following
the September 6, 2005 effective date of Sun World's plan of
reorganization, Cadiz will retain the right to utilize the Sun
World NOLs.  Sun World Federal NOLs are expected to total
approximately $56 million.  If, in any year from calendar year
2005 through calendar year 2011, the utilization of such NOLs
results in a reduction of Cadiz' tax liability for such year,
then Cadiz

                                  Page 10

will pay to the Sun World bankruptcy estate 25% of the amount
of such reduction, and shall retain the remaining 75% for
its own benefit.  There is no requirement that Cadiz utilize
these NOLs during this reimbursement period, or provide any
reimbursement to the Sun World bankruptcy estate for any NOLs
used by Cadiz after this reimbursement period expires.


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

     Basic earnings per share (EPS) is computed by dividing the
net loss, after deduction for preferred dividends either accrued
or imputed, if any, by the weighted-average common shares
outstanding.  Options, deferred stock units, warrants,
convertible debt, and preferred stock that are convertible into
shares of the Company's common stock were not considered in the
computation of diluted EPS because their inclusion would have
been antidilutive.  Had these instruments been included, the
fully diluted weighted average shares outstanding would have
increased by approximately 1,208,000 and 1,744,000 shares for the
three months ended September 30, 2005 and 2004, respectively.
For the nine months ended September 30, 2005 and 2004, weighted
average shares outstanding would have increased by approximately
846,000 and 1,748,000 shares respectively.


NOTE 6 - PREFERRED AND COMMON STOCK
-----------------------------------

     During the nine months ended September 30, 2005, we issued
27,200 shares of common stock in consideration for services
valued at $327,000 and 10,000 shares of common stock in
consideration for a $142,000 accrued bonus.  The shares were
issued at $12 per share, the price of the November 2004 private
placement at which time the issue of the shares was authorized,
the services rendered, the bonus awarded, and the amounts
accrued.


NOTE 7 - STOCK BASED COMPENSATION
---------------------------------

     Under the Cadiz 2003 Management Equity Incentive Plan  a
total of 1,472,051 shares of common stock was available to be
granted to key personnel.  Of the 1,472,051 shares, 1,094,712
were available to be granted with 717,373 shares vesting 2/3
immediately on the date of the grant and 1/3 on December 11,
2005, and 377,339 shares vesting 1/3 upon grant, 1/3 on December
7, 2005 and 1/3 on December 7, 2006.  The remaining 377,339
shares of common stock were available to be granted in the form
of options to purchase common stock at the price of $12.00 per
share.  Vesting of the 377,339 options is 1/3 upon grant, 1/3 on
December 7, 2005 and 1/3 on December 7, 2006.  All awards are
subject to continued employment or immediate vesting upon
termination without cause.

     During the nine months ended September 30, 2005 the Company
granted 1,094,712 shares of common stock and 300,000 stock
options to senior employees under the Cadiz 2003 Management
Equity Incentive Plan.  604,029 of the shares vested immediately
and were issued. The issuance of shares and options under these
Plans results in a charge to the Company's earnings based on the
value of the common stock at the time of the grant and the excess
of the market price over the option exercise price at the time of
their award.  This charge will be recorded over the vesting
period in proportion to the quantities vested.  The value of

                                  Page 11

shares and options vested during the nine month period ended
September 30, 2005 has been recorded as a cost during the period
in the amount of $13.6 million.  The value of shares and options
vested during the three month period ended September 30, 2005 has
been recorded as a cost during the period in the amount of $2.3
million.

     The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, ("SFAS
123"), "Accounting for Stock-Based Compensation."

     The fair value of each option granted during 2005 was
estimated on the date of grant using the Black Scholes option
pricing model based on the weighted-average assumptions of: risk-
free interest rate of 4.195%; expected volatility of 40.0%;
expected life of three years; and an expected dividend yield of
zero. No options were granted in 2004.

     The following table summarizes stock option activity for the
periods noted.  All options listed below were issued to officers,
directors and employees.


                                                        WEIGHTED-
                                                         AVERAGE
                                              AMOUNT  EXERCISE PRICE
                                              ------  --------------

Outstanding at December 31, 2004                   -            -
     Granted                                 300,000     $  12.00
     Expired or canceled                           -            -
     Exercised                                     -            -
                                            --------     --------
Outstanding at September 30, 2005            300,000     $  12.00

                                  Page 12

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

     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; 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, 2004.

OVERVIEW

     Our primary asset consists of three separate properties,
each of which consists of largely contiguous land in eastern San
Bernardino County, California.  This land position totals
approximately 45,000 acres.  Virtually all of this land is
underlain by high-quality groundwater resources with demonstrated
potential for various applications, including water storage and
supply programs and agricultural, municipal, recreational, and
industrial development.  Two of the three properties are located
in proximity to the Colorado River Aqueduct, the major source of
imported water for Southern California.  The third property is
located near the Colorado River.

     The value of these assets derives from a combination of
population increases and limited water supplies throughout
Southern California.  In addition, most of the major population
centers in Southern California are not located where significant
precipitation occurs, requiring the importation of water from
other parts of the state.  We therefore believe that a
competitive advantage exists for those companies that possess or
can provide high quality, reliable, and affordable water to major
population centers.

     To this end in 1997 we commenced discussions with the
Metropolitan Water District of Southern California
("Metropolitan") in order to develop a long-term agreement for a
joint venture groundwater storage and supply program on our land
in the Cadiz and Fenner valleys of Eastern San Bernardino County
(the "Cadiz Program").  Under the Cadiz Program, surplus water
from the Colorado River would be stored in the aquifer system
underlying our land during wet years.  When needed, the stored
water, together with indigenous groundwater, would be returned to
the Colorado River Aqueduct for distribution to Metropolitan's
member agencies throughout six Southern California counties.

     During the next several years, we engaged in extensive
negotiations with Metropolitan concerning the Cadiz Program and
actively pursued and received substantially all of the various
permits required to construct and operate the project.  However,
in October 2002, Metropolitan's Board voted to not proceed with
the Cadiz Program.

     Notwithstanding Metropolitan's actions in 2002, we expect to
be able to use our land assets and related water resources to
participate in a broad variety of water storage and supply,
exchange, and conservation programs with public agencies and
other parties.  Southern

                                  Page 13

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

     We expect that these alternative scenarios will have
different capital requirements and implementation periods than
those previously established for the Cadiz Program.  Therefore,
following Metropolitan's actions in 2002, we have entered into a
series of agreements with our senior secured lender, ING Capital
LLC ("ING") pursuant to which we reduced our debt to ING to $25
million and extended the maturity date of the ING debt until
March 31, 2010, conditioned upon a further principal reduction of
$10 million on or before March 31, 2008.  In addition, we have
raised approximately $35 million in equity through private
placements completed in 2003 and 2004.

     Further, in February 2005, our wholly owned subsidiary Sun
World International, Inc. ("Sun World") completed the sale of
substantially all of its assets, and Sun World's consensual plan
of reorganization was confirmed by the U.S. Bankruptcy Court in
August, 2005.  Sun World had entered bankruptcy proceedings on
January 30, 2003, following which the financial statements of Sun
World are no longer consolidated with ours.

     With the implementation of these steps, we have been able to
retain ownership of all of our assets relating to our water
programs and to obtain working capital needed to continue our
efforts to develop our water programs, albeit with the
divestiture of our interests in Sun World's assets.  Because many
of our pre-existing common stockholders have participated in the
2003 and 2004 private placements, our base of common stockholders
remains largely the same as before these placements.

     We remain committed to our water programs and we continue to
explore all opportunities for development of these assets.  We
cannot predict with certainty which of these various
opportunities will ultimately be utilized.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2004
---------------------------------------------------------------

     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 $15
thousand for the three months ended September 30, 2005 and $12
thousand for the three months ended September 30, 2004.  Our net
loss totaled $3.9 million (including a $2.3 million charge for
shares and options granted) for the three months ended September
30, 2005 compared to $2.9 million for the three months ended
September 30, 2004.

     Our primary expenses are our ongoing costs to develop our
real estate and water assets and to secure the remaining
entitlements needed to continue developing the Cadiz Program.
These costs consist primarily of project management, legal,
consulting, engineering and administrative expenses, which are
characterized as general and administrative expenses for
financial statement reporting purposes.  Other costs include
interest expense and compensation costs resulting from the grant
of shares and options under the Cadiz 2003 Management Equity
Incentive Plan and the 2004 Management Bonus Plan.

                                  Page 14

     REVENUES  Cadiz had revenues of $15 thousand for the three
months ended September 30, 2005 and $12 thousand for the three
months ended September 30, 2004.  Higher revenues resulted from
an increase in rental income attributable to the lease of
additional Cadiz Ranch acreage to a third party.

     GENERAL AND ADMINISTRATIVE EXPENSES.   General and
administrative expenses during the three months ended September
30, 2005 totaled $1.1 million compared to $636 thousand for the
three months ended September 30, 2004. The increase in expenses
is primarily due to higher legal and consulting costs related to
the ongoing entitlement process and settlement negotiations
related to the Sun World bankruptcy and the Cadiz Program in the
three months ended September 30, 2005.

     COMPENSATION COSTS FROM STOCK AND OPTION AWARDS.  During the
three months ended September 30, 2005 the Company recognized a
$2.3 million charge to the Company's earnings for stock and
options previously issued under the Cadiz 2003 Management Equity
Incentive Plan.  Shares and options issued under the Plan vest
over varying periods from the date of issue to December 2006.
The issuance of shares and options under the Plan results in a
charge to the Company's earnings based on the value of the common
stock at the time of a stock grant and the excess of the market
price over the option exercise price at the time of a stock
option award.  This charge will be recorded over the vesting
period in proportion to the quantities vested.

     DEPRECIATION AND AMORTIZATION.  Depreciation and
amortization expense for the three months ended September 30,
2005 and 2004 totaled $67 thousand and $132 thousand,
respectively.  We incurred depreciation expense for permanent and
developing crops in the 2004 period.  These permanent and
developing crops were written off in the last quarter of 2004 and
were not subject to further depreciation in 2005, thereby
resulting in a decrease in depreciation and amortization expense
for the 2005 period.

     INTEREST EXPENSE, NET.  Net interest expense totaled $0.5
million during the three months ended September 30, 2005,
compared to $2.1 million during the same period in 2004.  The
following table summarizes the components of net interest expense
for the two periods (in thousands):

                                             THREE MONTHS ENDED
                                               SEPTEMBER 30,
                                              2005       2004
                                              ----       ----

      Interest on outstanding debt          $    513  $  1,117
      Amortization of financing costs              7     1,026
      Interest income                            (41)       (5)
                                            --------  --------

                                            $    479  $  2,138
                                            ========  ========

     The decrease in net interest expense is due to a combination
of a reduction in the outstanding balance of the ING loan and
lower interest rates on that loan.  In addition, during 2005
there was reduced amortization of financing costs, that included
both debt discount and borrowing fees, as the prior balance was
written off at the time of the November 30, 2004 amendment to the
terms and conditions of the ING loan. The financing costs of the
November

                                  Page 15

30, 2004 amended terms and conditions of the ING loan are lower
and are being amortized over a longer period.

     The financing costs for the November 30, 2004 amendment  to
the terms and conditions of the ING loan were $150 thousand.

     INCOME TAXES.  In February 2005, our wholly owned subsidiary
Sun World completed the sale of substantially all of its assets.

     The sale generated a total gain at Sun World of
approximately $11.3 million and $45.2 million for federal and
state income tax purposes, respectively.  For regular income tax
purposes this gain is not expected to generate a tax liability,
in that Sun World and Cadiz file a consolidated tax return and
the companies have sufficient net operating loss carryovers
(NOLs) to offset the gain from Sun World.  However, because of
state apportionment factors and the Alternative Minimum Tax (AMT)
rules, Cadiz is expected to have a tax liability of approximately
$29 thousand that has been accrued as of September 30, 2005. This
estimate represents a reduction from the previous estimate
recorded by the Company at June 30, 2005 resulting in a $27
thousand reduction in the provision for income taxes in the three
months ended September 30, 2005.  The actual tax liability will
vary from this estimate based upon taxable income generated
during 2005.

     On August 26, 2005, a Settlement Agreement between Cadiz, on
the one hand, and Sun World and three of Sun World's
subsidiaries, on the other hand, was approved by the U.S.
Bankruptcy Court, concurrently with the Court's confirmation of a
consensual plan of reorganization for Sun World and its debtor
affiliates.  The Settlement Agreement provides that following the
September 6, 2005 effective date of Sun World's plan of
reorganization, Cadiz will retain the right to utilize the Sun
World NOLs.  Sun World Federal NOLs are expected to total
approximately $56 million.  If, in any year from calendar year
2005 through calendar year 2011, the utilization of such NOLs
results in a reduction of Cadiz' tax liability for such year,
then Cadiz will pay to the Sun World bankruptcy estate 25% of the
amount of such reduction, and shall retain the remaining 75% for
its own benefit.  There is no requirement that Cadiz utilize
these NOLs during this reimbursement period, or provide any
reimbursement to the Sun World bankruptcy estate for any NOLs
used by Cadiz after this reimbursement period expires.


NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 2004
------------------------------------------------------------

     We had revenues of $45 thousand for the nine months ended
September 30, 2005 and $32 thousand for the nine months ended
September 30, 2004.  Our net loss totaled $18.1 million for the
nine months ended September 30, 2005 compared to $8.4 million for
the nine months ended September 30, 2004.

     Our primary expenses are our ongoing costs to develop our
real estate and water assets and to secure the remaining
entitlements needed to continue developing the Cadiz Program.
These costs consist primarily of project management, legal,
consulting, engineering and administrative expenses, which are
characterized as general and administrative expenses for
financial statement reporting purposes.  Other costs include our
interest expense and the

                                  Page 16

compensation costs resulting from the grant of shares and options
under the Cadiz 2003 Management Equity Incentive Plan and the
2004 Management Bonus Plan.

     REVENUES.   We had revenues of $45 thousand for the nine
months ended September 30, 2005 and $32 thousand for the nine
months ended September 30, 2004 resulting from increased rental
income attributable to the lease of additional Cadiz Ranch
acreage to a third party.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and
administrative expenses for the nine months ended September 30,
2005 totaled $2.9 million compared to $1.7 million for the same
2004 period. The increase in general and administrative expenses
is primarily due to higher legal and consulting costs related to
the ongoing entitlement process and settlement negotiations
related to the Sun World bankruptcy and the Cadiz Program, higher
audit expenses and higher stock exchange listing fees in the nine
months ended September 30, 2005.

     COMPENSATION COSTS FROM STOCK AND OPTION AWARDS.  During the
nine months ended September 30, 2005, the Company issued shares of
common stock and stock options to senior employees under the
Cadiz 2003 Management Equity Incentive Plan and the Cadiz 2004
Management Bonus Plan.  Shares and options issued under the 2003
Management Equity Incentive Plan vest over varying periods from
the date of issue to December 2006.  Shares issued under the 2004
Management Bonus Plan vested immediately.  The issuance of shares
and options under these Plans results in a charge to the
Company's earnings based on the value of the common stock at the
time of the grant and the excess of the market price over the
option exercise price at the time of the award.  This charge
will be recorded over the vesting period in proportion to the
quantities vested.  The value of shares and options vested during
the nine month period ended September 30, 2005 has been recorded
as a cost during the period in the amount of $13.6 million.

     DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and
amortization expense for the nine months ended September 30, 2005
totaled $201 thousand compared to $394 thousand during the same
period in 2004. We incurred depreciation expense for permanent
and developing crops in the 2004 period.  These permanent and
developing crops were written off in the last quarter of 2004 and
were not subject to further depreciation in 2005, thereby
resulting in a decrease in depreciation and amortization expense
for the 2005 period.

     INTEREST EXPENSE, NET.  Net interest expense totaled $1.4
million during the nine months ended September 30, 2005 as
compared to $6.3 million in 2004.  The following table summarizes
the components of net interest expense for the two periods (in
thousands):

                                              NINE MONTHS ENDED
                                                SEPTEMBER 30
                                               2005      2004
                                               ----      ----
     Interest on outstanding debt - Cadiz   $  1,531  $  3,284
     Amortization of financing costs              21     3,080
     Interest income                            (119)      (23)
                                            --------  --------

                                            $  1,433  $  6,341
                                            ========  ========

                                  Page 17

     The decrease in net interest expense is primarily due to a
combination of a reduction in the outstanding balance of the ING
loan and lower interest rates on that loan.  In addition, during
2005 there was reduced amortization of financing costs that
included both debt discount and borrowing fees, as the prior
balance was written off at the time of the November 30, 2004
amendment to the terms and conditions of the ING loan. The
financing costs of the November 30, 2004 amended terms and
conditions of the ING loan are lower and are being amortized over
a longer period.

     The financing costs for the November 30, 2004 amendment to
the terms and conditions of the ING loan were $150 thousand.

     Interest income was also higher, primarily due to higher
cash and cash equivalent balances.

     INCOME TAXES. In February 2005, our wholly owned subsidiary
Sun World completed the sale of substantially all of its assets.

     The sale generated a total gain at Sun World of
approximately $11.3 million and $45.2 million for federal and
state income tax purposes, respectively.  For regular income tax
purposes this gain is not expected to generate a tax liability,
in that Sun World and Cadiz file a consolidated tax return and
the companies have sufficient tax attributes to offset the gain
from Sun World.  However, because of state apportionment factors
and the Alternative Minimum Tax (AMT) rules, Cadiz is expected to
have a tax liability of approximately $29 thousand that has been
accrued as of September 30, 2005. The actual tax liability will
vary from this estimate based upon taxable income generated
during 2005.

     On August 26, 2005, a Settlement Agreement between Cadiz, on
the one hand, and Sun World and three of Sun World's
subsidiaries, on the other hand, was approved by the U.S.
Bankruptcy Court, concurrently with the Court's confirmation of a
consensual plan of reorganization for Sun World and its debtor
affiliates.  The Settlement Agreement provides that following the
September 6, 2005 effective date of Sun World's plan of
reorganization, Cadiz will retain the right to utilize the Sun
World net operating loss carryovers (NOLs).  Sun World Federal
NOLs are expected to total approximately $56 million.  If, in any
year from calendar year 2005 through calendar year 2011, the
utilization of such NOLs results in a reduction of Cadiz' tax
liability for such year, then Cadiz will pay to the Sun World
bankruptcy estate 25% of the amount of such reduction, and shall
retain the remaining 75% for its own benefit.  There is no
requirement that Cadiz utilize these NOLs during this
reimbursement period, or provide any reimbursement to the Sun
World bankruptcy estate for any NOLs used by Cadiz after this
reimbursement period expires.


LIQUIDITY AND CAPITAL RESOURCES

(A)  CURRENT FINANCING ARRANGEMENTS
     ------------------------------

     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

                                  Page 18

have addressed these needs primarily through secured debt financing
arrangements with our lenders, private equity placements and
the exercise of outstanding stock options.

     Subsequent to the vote of Metropolitan's Board in October
2002 to not proceed with the Cadiz Program and Sun World's
January 2003 bankruptcy filing, we have worked with our primary
secured lender, ING Capital LLC, to structure our debt in a way
which would allow us to continue our development of the Cadiz
Program.  We believe that we have accomplished this goal with a
series of agreements with ING, the most recent of which concluded
in November 2004.

     In November 2004 we entered into our most recent series of
agreements with ING which provided for the repayment in full of
our senior term loan facility with ING, the reduction to $25
million of the outstanding principal balance under our existing
revolving credit facility; and amendments to the terms and
conditions of our revolving credit facility with ING in order to
extend the maturity date of the debt until March 31, 2010,
conditioned upon a further principal reduction of $10 million on
or before March 31, 2008, and reduce the interest rate through
March 31, 2008 on the new outstanding balance to 4% cash plus 4%
PIK (increasing to 4% cash plus 6% PIK for interest periods
commencing on and after April 1, 2008).  With the addition of the
accrued PIK interest portions on March 31, 2005 and September 30,
2005, the outstanding balance of our credit facility with ING as
of September 30, 2005 was $25.9 million.  Additional details
concerning the terms of this November 2004 restructuring are
included in our Form 10-K for the year ended December 31, 2004.

     As we continue to actively pursue our business strategy,
additional financing specifically in connection with our water
programs will be required. 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, 2004.

     CASH USED FOR OPERATING ACTIVITIES.  Cash used for operating
activities was $2.5 million for the nine months ended September
30, 2005, as compared to $3.4 million for the nine months ended
September 30, 2004.  The decreased cash usage is primarily due to
a $3.9 million smaller net loss before the non-cash compensation
charge of $13.6 million in the 2005 period and the reduction in
prepaid borrowing expense for the payment of interest in the 2005
period. This decrease was partly offset by a $3.3 million
reduction in non-cash depreciation and amortization.

     CASH FLOW FROM INVESTING ACTIVITIES.  During the nine months
ended September 30, 2005, net cash flow used for investing
activities was $29 thousand.  A $53 thousand investment in
property, plant & equipment was partially offset by $24 thousand
of asset disposition proceeds.  During the nine months ended
September 30, 2004, $1.4 million was paid from the restricted
cash account for the cash portion of interest due on the ING loan
at March 31, 2004.

                                  Page 19

OUTLOOK

    SHORT TERM OUTLOOK.  The proceeds of our 2003 and 2004
private placements in which we raised approximately $35 million
have provided us with sufficient cash to meet our expected
working capital needs for current operations until the Company
will need to raise additional capital in order to fund the $10
million repayment of its borrowing from ING required to be made
by March 2008 in order to obtain a further two year extension of
the maturity date of the ING loan.  See "Long Term Outlook",
below. Approximately $12.7 million of the proceeds of our
November 2004 private placement were used to reduce the
principal balance, which included approximately $2.7 million in
interest payable in kind ("PIK") owed to ING under our ING
credit facilities, to $25 million.  40 Units in the 2004 private
placement were issued to ING in consideration of a $2.4 million
credit to be applied against obligations under the Company's $25
million borrowing from the lender.  The remainder of the
proceeds from the placements will be used to meet our ongoing
working capital needs.

     LONG TERM OUTLOOK.  In the longer term, the current maturity
date of our loan with ING is March 2008, although we may obtain a
further extension of this loan by making a $10 million repayment.
Otherwise, our working capital needs will be determined based
upon the specific measures we pursue in the development of our
water resources.  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.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board
issued SFAS no. 123(R) (revised 2004), "Share-Based Payment"
which amends SFAS Statement 123 and will be effective for the
Company beginning January 1, 2006. The new standard will require
the Company to recognize compensation costs in its financial
statements in an amount equal to the fair value of share-based
payments granted to employees and directors. The Company is
currently evaluating how it will adopt the standard and
evaluating the effect that the adoption of SFAS 123(R) will have
on its financial position and results of operations.

CERTAIN KNOWN CONTRACTUAL OBLIGATIONS
-------------------------------------

                               PAYMENTS DUE BY PERIOD
CONTRACTUAL              1 YEAR
OBLIGATIONS    TOTAL     OR LESS   2-3 YEARS   4-5 YEARS   AFTER 5 YEARS
-----------    -----     -------   ---------   ---------   -------------
Long term
 debt
 obligations  $ 25,894  $      8   $  10,018   $ 15,868      $      -

Operating
 leases             57        54          3           -             -
              --------  --------   --------    --------      --------

              $ 25,951  $     62   $ 10,021    $ 15,868      $      -
              ========  ========   ========    ========      ========

                                  Page 20


ITEM  3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information about market risks for the nine months ended
September 30, 2005 does not differ materially from that discussed
under Item 7A of Cadiz' Annual Report on Form 10-K for the year
ended December 31, 2004.



ITEM 4.   CONTROLS AND PROCEDURES

     We carried out an evaluation, under the supervision and with
the participation of our management, including our Chairman and
Chief Executive Officer and our Chief Financial Officer (Principal
Executive and Principal Financial Officer, respectively), of the
effectiveness of the design and operation of our disclosure controls
and procedures as of September 30, 2005. Based upon, and as of the
date of that evaluation, our Chairman and Chief Executive Officer
and our Chief Financial Officer concluded that these disclosure
controls and procedures are effective in timely alerting them 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.



                   PART II  -  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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

     As previously discussed in the Company's Form 10-K report
for the period ended December 31, 2004, Cadiz filed an
administrative claim against the Metropolitan Water District of
California ("Metropolitan"), asserting the breach by Metropolitan
of various obligations specified in our Principals of Agreement
with Metropolitan.  We believe that by failing to complete the
environmental review process for the Cadiz Program, as specified
in the Principals of Agreement, Metropolitan violated this
contract, breached its fiduciary duties to us and interfered with
our prospective economic advantages.  The filing was made with
the Executive Secretary of Metropolitan.  We are seeking the
recovery of compensatory and punitive damages and specific
performance of certain Metropolitan obligations.

     In discussions following presentation of this claim, we have
continued to evaluate alternative approaches to implementation of
the Cadiz Program.  The current deadline to file a lawsuit
against Metropolitan has been extended to November 18, 2005, and
we currently intend to file a lawsuit against the agency on or
before that deadline.

     As previously reported in the Company's Form 8-K dated
August 26, 2005, on August 26, 2005 the U.S. Bankruptcy Court
confirmed a consensual plan of reorganization for Sun World and
its debtor affiliates.  See the Company's Form 8-K dated August
26, 2005 for a complete discussion.

                                  Page 21


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

      Not applicable.



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

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

        10.1  Settlement Agreement dated as of August 11,
              2005 by and between Cadiz Inc., on the one hand,
              and Sun World International, Inc., Sun Desert,
              Inc., Coachella Growers and Sun World/Rayo, on the
              other hand

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

                                  Page 22

        31.2  Certification of O'Donnell Iselin II, Chief
              Financial Officer and Secretary of Cadiz Inc.
              pursuant to Section 302 of the Sarbanes-Oxley Act
              of 2002

        32.1  Certification of Keith Brackpool, Chairman and
              Chief Executive 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

        32.2  Certification of O'Donnell Iselin II, Chief
              Financial Officer and Secretary of Cadiz Inc.
              pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act
              of 2002

                                  Page 23

SIGNATURE


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

CADIZ INC.



By:  /s/ Keith Brackpool                        November 14, 2005
    ------------------------------------        ----------------------
     Keith Brackpool                            Date
     Chairman of the Board and
      Chief Executive Officer
     (Principal Executive Officer)


By:  /s/ O'Donnell Iselin II                    November 14, 2005
    ------------------------------------        ----------------------
     O'Donnell Iselin II,                       Date
     Chief Financial Officer and Secretary
     (Principal Financial Officer)

                                  Page 24