EXHIBIT 4.24
                                                          ______________

      THE WARRANTS AND WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND THE WARRANTS AND THE
      WARRANT SHARES MAY NOT BE SOLD UNLESS THERE IS A REGISTRATION
      STATEMENT IN EFFECT COVERING THE WARRANTS AND WARRANT SHARES OR
      THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THE SECURITIES ACT OF 1933 AS AMENDED.


       Void after 5:00 p.m. New York Time, on the Expiration Date.
           Warrant to Purchase 150,000 Shares of Common Stock.


                          AMENDED AND RESTATED
                    WARRANT TO PURCHASE COMMON STOCK
                                   OF
                               CADIZ INC.
                       (Fifth Warrant Certificate)

      This is to Certify that, FOR VALUE RECEIVED, Middenbank Curacao,
 N.V. ("Middenbank"), or assigns ("Holder"), is entitled to purchase,
 subject to the provisions of this Warrant, from Cadiz Inc., a Delaware
 corporation ("Company"), 150,000 shares of Common Stock, $0.01 par
 value, of the Company ("Common Stock") at a price of Four Dollars and
 Seventy Five Cents ($4.75) per share at any time during the period from
 October 31, 1999 (the "Initial Exercise Date") to the fifth anniversary
 of the Initial Exercise Date (the "Expiration Date"), but not later than
 5:00 p.m., New York Time, on the Expiration Date.  The shares of Common
 Stock (or other stock or securities) deliverable upon such exercise are
 hereinafter sometimes referred to as "Warrant Shares" and the exercise
 price of each share of Common Stock (as such price may be adjusted from
 time to time as provided herein) is hereinafter sometimes referred to as
 the "Exercise Price".

      This Amended and Restated Warrant is being issued for the purpose
 of modifying the Exercise Price as set forth in that certain Amended and
 Restated Warrant (the "Fifth Warrant Certificate") for 150,000 shares of
 Common Stock issued by the Company on otherwise identical terms in
 connection with that certain Third Global Amendment Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING Baring (U.S.) Capital LLC
 ("ING") dated as of December 22, 1999.  This Amended and Restated
 Warrant supersedes and replaces the Fifth Warrant Certificate.

      (a)  EXERCISE OF WARRANT.  Subject to the provisions of Section (k)
 hereof, this Warrant may be exercised in whole or in part at any time or
 from time to time on or after the Initial Exercise Date and until the
 Expiration Date, or if either such day is a day on which banking
 institutions in the State of New York are authorized by law to close,
 then on the next succeeding day which shall not be such a day, by
 presentation and surrender hereof to the Company at its principal
 office, or at the office of its stock transfer agent, if any, with the
 Purchase Form annexed hereto duly executed and accompanied by payment of
 the Exercise Price for the number of Warrant Shares specified in such
 form.  The Holder may exercise this Warrant, in whole or in part,
 without the payment of any cash or other property, by presentation and
 surrender of this Warrant to the Company at its principal office or at
 the office of its stock transfer agent, if any, with the Purchase Form
 duly executed and accompanied by a written request from the Holder
 instructing the Company to issue to the Holder a number of Warrant
 Shares equal to the product of (1) a fraction, (i) the numerator of
 which shall be the excess of the current market price (as defined in
 Section (f)(8) below) of the Common Stock on the date preceding the date
 of such exercise of the Warrant over the then Exercise Price per Warrant
 Share and (ii) the denominator of which shall be the current market
 price (as defined in Section (f)(8) below) of the Common Stock on such
 date, times (2) the number of Warrant Shares as to which the Warrant is
 being exercised.  If this Warrant should be exercised in part only, the
 Company shall, upon surrender of this Warrant for cancellation, execute
 and deliver a new Warrant evidencing the rights of the Holder thereof to
 purchase the balance of the Warrant Shares purchasable thereunder.  Upon
 receipt by the Company of this Warrant at its office, or by the stock
 transfer agent of the Company at its office, in proper form for
 exercise, the Holder shall be deemed to be the holder of record of the
 shares of Common Stock issuable upon such exercise, notwithstanding that
 the stock transfer books of the Company shall then be closed or that
 certificates representing such shares of Common Stock shall not then be
 actually delivered to the Holder.  The Company shall pay all expenses,
 transfer taxes and other charges payable in connection with the
 preparation, issue and delivery of stock certificates under this Section
 (a), except that, in case such stock certificates shall be registered in
 a name or names other than the name of the holder of this Warrant, all
 stock transfer taxes which shall be payable upon the issuance of such
 stock certificate or certificates shall be paid by the Holder at the
 time of delivering the Purchase Form.

      (b)  RESERVATION OF SHARES.  The Company hereby agrees that at all
 times following the Initial Exercise Date there shall be reserved for
 issuance and/or delivery upon exercise of this Warrant such number of
 shares of its Common Stock (or other stock or securities deliverable
 upon exercise of this Warrant) as shall be required for issuance and
 delivery upon exercise of this Warrant.  All shares of Common Stock
 issuable upon the exercise of this Warrant shall be duly authorized,
 validly issued, fully paid and nonassessable and free and clear of all
 liens and other encumbrances.

      (c)  FRACTIONAL SHARES.  No fractional shares or script
 representing fractional shares shall be issued upon the exercise of this
 Warrant.  With respect to any fraction of a share called for upon any
 exercise hereof, the Company shall pay to the Holder an amount in cash
 equal to such fraction multiplied by the current market value of a
 share, determined as follows:

           (1)  If the Common Stock is listed on a National Securities
      Exchange or admitted to unlisted trading privileges on such
      exchange or listed for trading on the Nasdaq system, the current
      market value shall be the last reported sale price of the Common
      Stock on such exchange or system on the last business day prior to
      the date of exercise of this Warrant or if no such sale is made on
      such day, the average closing bid and asked prices for such day on
      such exchange or system; or

           (2)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges, the current market value shall be the
      mean of the last reported bid and asked prices reported by the
      National Quotation Bureau, Inc. on the last business day prior to
      the date of the exercise of this Warrant; or

           (3)  If the Common Stock is not so listed or admitted to
      unlisted trading privileges and bid and asked prices are not so
      reported, the current market value shall be an amount not less than
      the book value thereof as at the end of the most recent fiscal year
      of the Company ending prior to the date of the exercise of the
      Warrant, determined in good faith and in such reasonable manner as
      may be prescribed by the Board of Directors of the Company, and
      reasonably acceptable to the Holder.

     (d)  EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
 Warrant is exchangeable, without expense, at the option of the Holder,
 upon presentation and surrender hereof to the Company or at the office
 of its stock transfer agent, if any, for other warrants of different
 denominations entitling the holder thereof to purchase in the aggregate
 the same number of shares of Common Stock purchasable hereunder.  This
 Warrant is transferable and may be assigned or hypothecated, in whole or
 in part, at any time and from time to time from the date hereof.
 Subject to the provisions of Section (k), upon surrender of this Warrant
 to the Company at its principal office or at the office of its stock
 transfer agent, if any, with the Assignment Form annexed hereto duly
 executed and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant registered in
 the name of the assignee named in such instrument of assignment and this
 Warrant shall promptly be canceled.  This Warrant may be divided or
 combined with other warrants which carry the same rights upon
 presentation hereof at the principal office of the Company or at the
 office of its stock transfer agent, if any, together with a written
 notice specifying the names and denominations in which new Warrants are
 to be issued and signed by the Holder hereof.  The term "Warrant" as
 used herein includes any Warrants into which this Warrant may be divided
 or exchanged.  Upon receipt by the Company of evidence satisfactory to
 it of the loss, theft, destruction or mutilation of this Warrant, and in
 the case of loss, theft or destruction, of reasonably satisfactory
 indemnification and upon surrender and cancellation of this Warrant, if
 mutilated, the Company will execute and deliver a new Warrant of like
 tenor and date.  Any such new Warrant executed and delivered shall
 constitute an additional contractual obligation on the part of the
 Company, whether or not this Warrant so lost, stolen, destroyed, or
 mutilated shall be at any time enforceable by anyone.

     (e)  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
 be entitled to any rights of a shareholder in the Company, either at law
 or equity, and the rights of the Holder are limited to those expressed
 in the Warrant and are not enforceable against the Company except to the
 extent set forth herein.  Furthermore, the Holder by acceptance hereof,
 consents to and agrees to be bound by and to comply with all the
 provisions of this Warrant, including, without limitation, all the
 obligations imposed upon the holder hereof by Section (k).  In addition,
 the holder of this Warrant, by accepting the same, agrees that the
 Company and the transfer agent may deem and treat the person in whose
 name this Warrant is registered as the absolute, true and lawful owner
 for all purposes whatsoever, and neither the Company nor the transfer
 agent shall be affected by any notice to the contrary.

     (f)  ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
 and kind of securities purchasable upon the exercise of this Warrant
 (the "Warrant Shares") shall be subject to adjustment from time to time
 upon the happening of certain events as hereinafter provided.  The
 Exercise Price in effect at any time and the Warrant Shares shall be
 subject to adjustment as follows:

          (1)  In case the Company shall (i) pay a dividend or make a
     distribution on its shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding Common Stock in
     shares of Common Stock into a greater number of shares, or (iii)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares, then the Exercise Price in effect at the time of
     the record date for such dividend or distribution or of the
     effective date of such subdivision, combination or reclassification
     shall be adjusted so that such Exercise Price shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior to such record date or effective date by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding on such record date or effective date, and the
     denominator of which is the number of shares of Common stock
     outstanding immediately after such dividend, distribution,
     subdivision, combination or reclassification.  For example, if the
     Company declares a 2 for 1 stock dividend or stock split and the
     Exercise Price immediately prior to such event was $8.00 per share,
     the adjusted Exercise Price immediately after such event would be
     $4.00 per share.

          Such adjustment shall be made successively whenever any event
     listed in this Subsection (1) shall occur.

          (2)  In case the Company shall hereafter issue rights or
     warrants to all holders of its Common Stock entitling them to
     subscribe for or purchase shares of Common Stock (or securities
     convertible into Common Stock) at a price (or having a conversion
     price per share) less than the current market price of the Common
     Stock (as defined in Subsection (8) below) on the record date
     mentioned below, then the Exercise Price shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Exercise Price in effect immediately prior to the record date
     mentioned below by a fraction, the numerator of which shall be the
     sum of the number of shares of Common Stock outstanding on the
     record date mentioned below and the number of additional shares of
     Common Stock which the aggregate offering price of the total number
     of shares of Common Stock so offered (or the aggregate conversion
     price of the convertible securities so offered) would purchase at
     such current market price per share of the Common Stock, and the
     denominator of which shall be the sum of the number of shares of
     Common Stock outstanding on such record date and the number of
     additional shares of Common Stock offered for subscription or
     purchase (or into which the convertible securities so offered are
     convertible).  Such adjustment shall be made successively whenever
     such rights or warrants are issued and shall become effective
     immediately after the record date for the determination of
     shareholders entitled to receive such rights or warrants; and to the
     extent that shares of Common Stock are not delivered (or securities
     convertible into Common Stock are not delivered) after the
     expiration of such rights or warrants the Exercise Price shall be
     readjusted to the Exercise Price which would then be in effect had
     the adjustments made upon the issuance of such rights or warrants
     been made upon the basis of delivery of only the number of shares of
     Common Stock (or securities convertible into Common Stock) actually
     delivered.

          (3)  In case the Company shall hereafter distribute to all
     holders of its Common Stock evidences of its indebtedness or assets
     (excluding regular cash dividends or distributions and dividends or
     distributions referred to in Subsection (1) above) or subscription
     rights or warrants (excluding those referred to in Subsection (2)
     above), then in each such case the Exercise Price in effect
     thereafter shall be determined by multiplying the Exercise Price in
     effect immediately prior thereto by a fraction, the numerator of
     which shall be the total number of shares of Common Stock
     outstanding multiplied by the current market price per share of
     Common Stock (as defined in Subsection (8) below), less the
     aggregate fair market value (as determined in good faith by the
     Company's Board of Directors and reasonably acceptable to the Holder
     ) of said assets or evidences of indebtedness so distributed or of
     such rights or warrants, and the denominator of which shall be the
     total number of shares of Common Stock outstanding multiplied by
     such current market price per share of Common Stock.

            Such adjustment shall be made successively whenever any such
     distribution is made and shall become effective immediately after
     the record date for the determination of shareholders entitled to
     receive such distribution.

          (4)  In case the Company shall issue shares of its Common Stock
     [excluding shares issued (i) in any of the transactions described in
     Subsection (1) above, (ii) upon exercise of options granted to the
     Company's employees under a plan or plans adopted by the Company's
     Board of Directors and approved by its shareholders, if such shares
     would otherwise be included in this Subsection (4), (but only to the
     extent that the aggregate number of shares excluded hereby and
     issued after the date hereof, shall not exceed 5% of the Company's
     Common Stock outstanding at the time of any issuance), (iii) upon
     exercise of options and warrants outstanding at the date hereof, and
     this Warrant, (iv) upon the exercise of any convertible security as
     to which the Exercise Price has already been adjusted pursuant to
     Subsection (5) below, and (v) to shareholders of any corporation
     which merges into the Company in proportion to their stock holdings
     of such corporation immediately prior to such merger, upon such
     merger, or issued in a bona fide public offering pursuant to a firm
     commitment underwriting, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (f)
     (without regard to Subsection (9) below) with respect to the
     transaction giving rise to such rights] for a consideration per
     share less than the current market price per share defined in
     Subsection (8) below, then on the date the Company fixes the
     offering price of such additional shares, the Exercise Price shall
     be adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Exercise Price in effect immediately
     prior thereto by a fraction, the numerator of which shall be the sum
     of the number of shares of Common Stock outstanding immediately
     prior to the issuance of such additional shares and the number of
     shares of Common Stock which the aggregate consideration received
     [determined as provided in Subsection (7) below] for the issuance of
     such additional shares would purchase at such current market price
     per share of Common Stock, and the denominator of which shall be the
     number of shares of Common Stock outstanding immediately after the
     issuance of such additional shares.

          Such adjustment shall be made successively whenever such an
     issuance is made; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues shares of
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (5), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (5)  In case the Company shall issue any securities convertible
     into or exchangeable for its Common Stock [excluding securities
     issued in transactions described in Subsections (2) and (3) above]
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities [determined as
     provided in Subsection (7) below] less than the current market price
     per share [as defined in Subsection (8) below] in effect immediately
     prior to the issuance of such securities, then the Exercise Price
     shall be adjusted immediately thereafter so that it shall equal the
     price determined by multiplying the Exercise Price in effect
     immediately prior thereto by a fraction, the numerator of which
     shall be the sum of the number of shares of Common Stock outstanding
     immediately prior to the issuance of such securities and the number
     of shares of Common Stock which the aggregate consideration received
     [determined as provided in Subsection (7) below] for such securities
     would purchase at such current market price per share of Common
     Stock, and the denominator of which shall be the sum of the number
     of shares of Common Stock outstanding immediately prior to such
     issuance and the maximum number of shares of Common Stock of the
     Company deliverable upon conversion of or in exchange for such
     securities at the initial conversion or exchange price or rate.

          Such adjustment shall be made successively whenever such an
     issuance is made; provided, however, that no such adjustment shall
     be made unless, in such issuance, the Company issues securities
     convertible into or exchangeable for a number of shares of its
     Common Stock in an amount which, when combined with all other
     issuances of Common Stock after the date hereof and all other
     issuances of securities convertible into or exchangeable for its
     Common Stock after the date hereof, which securities are excluded
     from Subsections (4) or (5) by operation of this proviso or the
     proviso in the last section of Subsection (4), would exceed 20% of
     the Company's Common Stock outstanding immediately prior to the time
     of such issuance.

          (6)  Whenever the Exercise Price payable upon exercise of each
     Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and
     (5) above, the number of Warrant Shares purchasable upon exercise of
     this Warrant shall simultaneously be adjusted by multiplying the
     number of Warrant Shares issuable upon exercise of this Warrant
     immediately prior to such adjustment by the Exercise Price in effect
     immediately prior to such adjustment and dividing the product so
     obtained by the Exercise Price, as adjusted.

          (7)  For purposes of any computation respecting consideration
     received pursuant to Subsections (4) and (5) above, the following
     shall apply:

                    (A)  in the case of the issuance of shares of Common
          Stock for cash, the consideration shall be the amount of such
          cash, provided that in no case shall any deduction be made for
          any commissions, discounts or other expenses incurred by the
          Company for any underwriting of the issue or otherwise in
          connection therewith:

                    (B)  in the case of the issuance of shares of Common
          Stock for a consideration in whole or in part other than cash,
          the consideration other than cash shall be deemed to be the
          fair market value thereof as determined in good faith by the
          Board of Directors of the Company (irrespective of the
          accounting treatment thereof) and reasonably acceptable to the
          Holder; and

                    (C)  in the case of the issuance of securities
          convertible into or exchangeable for shares of Common Stock,
          the aggregate consideration received therefor shall be deemed
          to be the consideration received by the Company for the
          issuance of such securities plus the additional minimum
          consideration, if any, to be received by the Company upon the
          conversion or exchange thereof [the consideration in each case
          to be determined in the same manner as provided in clauses (A)
          and (B) of this Subsection (7)].

          (8)  For the purpose of any computation under Subsections (2),
     (3), (4) and (5) above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of the daily
     closing prices for 30 consecutive business days before such date.
     The closing price for each day shall be the last sale price regular
     way or, in case no such reported sale takes place on such day, the
     average of the last reported bid and asked prices regular way, in
     either case on the principal national securities exchange on which
     the Common Stock is admitted to trading or listed, or if not listed
     or admitted to trading on such exchange, the average of the last
     reported bid and asked prices as reported by Nasdaq, or other
     similar organization if Nasdaq is no longer reporting such
     information, of if not so available, the fair market price as
     determined in good faith by the Board of Directors and reasonably
     acceptable to the Holder.

          (9)  No adjustment in the Exercise Price shall be required
     unless such adjustment would require an increase or decrease of at
     least five cents ($0.05) in such price; provided, however, that any
     adjustments which by reason of this Subsection (9) are not required
     to be made shall be carried forward and taken into account in any
     subsequent adjustment required to be made hereunder.  All
     calculations under this Section (f) shall be made to the nearest
     cent or to the nearest one-hundredth of a share, as the case may be.
     Anything in this Section (f) to the contrary notwithstanding, the
     Company shall be entitled, but shall not be required, to reduce the
     Exercise Price, in addition to those changes required by this
     Section (f), as it, in its sole discretion, shall determine to be
     advisable in order that any dividend or distribution in shares of
     Common Stock, subdivision, reclassification or combination of Common
     Stock, issuance of warrants to purchase Common Stock or distribution
     or evidences of indebtedness or other assets (excluding cash
     dividends) referred to hereinabove in this Section (f) hereafter
     made by the Company to the holders of its Common Stock shall not
     result in any tax to such holders of its Common Stock or securities
     convertible into Common Stock.

          (10) In the event that at any time, as a result of an
     adjustment made pursuant to Subsection (1) above, the Holder of this
     Warrant thereafter shall become entitled to receive any shares of
     the Company, other than Common Stock, thereafter the number of such
     other shares so receivable upon exercise of this Warrant shall be
     subject to adjustment from time to time in a manner and on terms as
     nearly equivalent as practicable to the provisions with respect to
     the Common Stock contained in Subsections (1) to (9), inclusive
     above. The Company may retain a firm of independent certified public
     accountants selected by the Board of Directors (who may be the
     regular accountants employed by the Company) to make any computation
     required by Section (f), and a certificate signed by such firm shall
     be conclusive evidence of the correctness of such adjustment absent
     manifest error or negligence.

          (11) Irrespective of any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon exercise of this
     Warrant, Warrants theretofore or thereafter issued may continue to
     express the same price and number and kind of shares as are stated
     in this Warrant.

     (g)  OFFICER'S CERTIFICATE.  Whenever the Exercise Price or number
 of Warrant Shares shall be adjusted as required by the provisions of the
 foregoing Section, the Company shall forthwith file in the custody of
 its Secretary or an Assistant Secretary at its principal office and with
 its stock transfer agent, if any, an officer's certificate showing the
 adjusted Exercise Price or number of Warrant Shares determined as herein
 provided, setting forth in reasonable detail the facts requiring such
 adjustment, including a statement of the number of additional shares of
 Common Stock, if any, and such other facts as shall be necessary to show
 the reason for and the manner of computing such adjustment.  Each such
 officer's certificate shall be made available at all reasonable times
 for inspection by the Holder or any holder of a Warrant executed and
 delivered pursuant to Sections (a) and (d) and the Company shall,
 forthwith after each such adjustment, mail a copy by certified mail of
 such certificate to such Holder or any such holder.

     (h)  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
 outstanding, (i) if the Company shall pay any dividend or make any
 distribution upon the Common Stock or (ii) if the Company shall offer to
 the holders of Common Stock for subscription or purchase by them any
 share of or class of its capital stock or any other rights or (iii) if
 any capital reorganization of the Company, reclassification of the
 capital stock of the Company, consolidation or merger of the Company
 with or into another entity, sale, lease, or transfer of all or
 substantially all of the property and assets of the Company to another
 entity, or voluntary or involuntary dissolution, liquidation or winding
 up of the Company shall be effected, then in any such case, the Company
 shall cause to be mailed by certified mail to the Holder, at least
 fifteen days prior the record date specified in (x) or (y) below, as the
 case may be, a notice containing a brief description of the proposed
 action and stating the date on which (x) a record is to be taken for the
 purpose of such dividend, distribution or offer of rights, or (y) such
 reclassification, reorganization, consolidation, merger, conveyance,
 lease, transfer, sale dissolution, liquidation or winding up is to take
 place and the date, if any is to be fixed, as of which the holders of
 Common Stock or other securities shall be entitled to receive cash or
 other property deliverable upon such reclassification, reorganization,
 consolidation, merger, conveyance, lease, transfer, sale, dissolution,
 liquidation or winding up.

     (i)  RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
 reclassification, capital reorganization or other change of outstanding
 shares of Common Stock of the Company, or in case of any consolidation
 or merger of the Company with or into another entity (other than a
 merger with a subsidiary in which merger the Company is the continuing
 corporation and which does not result in any reclassification, capital
 reorganization or other change of outstanding shares of Common Stock of
 the class issuable upon exercise of this Warrant) or in case of any
 sale, lease, or conveyance to another entity of all or substantially all
 of the property and assets of the Company, the Company shall, as a
 condition precedent to such transaction, cause effective provisions to
 be made so that such Holder shall have the right thereafter by
 exercising this Warrant at any time prior to the expiration of the
 Warrant, to purchase the kind and amount of shares of stock and other
 securities and property receivable upon such reclassification, capital
 reorganization and other change, consolidation, merger, sale, lease or
 conveyance by a holder of the number of shares of Common Stock which
 might have been purchased upon exercise of this Warrant immediately
 prior to such reclassification, change, consolidation, merger, sale,
 lease or conveyance.  Any such provision shall include provision for
 adjustments which shall be as nearly equivalent as may be practicable to
 the adjustments provided for in this Warrant.  The Company shall not
 effect any such reorganization, consolidation, merger, sale or
 conveyance (i) unless prior to or simultaneously with the consummation
 thereof the survivor or successor corporation (if other than the
 Company) resulting from such reorganization, consolidation or merger or
 the corporation purchasing such assets shall assume by written
 instrument executed and sent to each holder of this Warrant, the
 obligation to deliver to such holder such shares of stock, securities or
 assets as, in accordance with the foregoing provisions, such holder may
 be entitled to receive, and containing the express assumption by such
 successor corporation of the due and punctual performance and observance
 of every provision herein to be performed and observed by the Company
 and of all liabilities and obligations of the Company hereunder, and
 (ii) in which the Company, as opposed to another party to the
 reorganization, consolidation, merger, sale or conveyance, shall be
 required under any circumstances to make a cash payment at any time to
 the holders of this Warrant.  The foregoing provisions of this Section
 (i) shall similarly apply to successive reclassifications, capital
 reorganizations, and changes of shares of Common Stock and to successive
 consolidations, mergers, sales, leases or conveyances.  In the event
 that in connection with any such capital reorganization or
 reclassification, consolidation,  merger, sale, lease or conveyance,
 additional shares of Common Stock shall be issued in exchange,
 conversion, substitution, or payment, in whole or in part, for a
 security of the Company other than Common Stock, any such issue shall be
 treated as an issue of Common Stock covered by the provisions of
 Subsection (1) of Section (f) hereof.

     (j)  REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (1)  The Company shall advise the Holder of this Warrant or of
     the Warrant Shares or any then holder of Warrants or Warrant Shares
     (such persons being collectively referred to herein as "holders") by
     written notice at least four weeks prior to the filing of any new
     registration statement under the Securities Act of 1933, as amended,
     or the Rules and Regulations promulgated thereunder (such Act and
     Rules and Regulations being hereinafter referred to as the "Act")
     covering securities of the Company and will for a period ending on
     the second anniversary of the Initial Exercise Date and commencing
     as of the date hereof, upon the request of any such holder, include
     in any such registration statement such information as may be
     required to permit a public offering of the Warrants and the Warrant
     Shares.  The Company shall supply prospectuses, use its best efforts
     to cause the registration statement to become effective and to
     qualify the Warrants and/or the Warrant Shares for sale in such
     states as any such holder designates and furnish indemnification in
     the manner as set forth in Subsection (2)(B) of this Section (j).
     Such holders shall furnish information and indemnification as set
     forth in Subsection (2)(B) of this Section (j).

          (2)  The following provision of this Section (j) shall also be
     applicable:

                    (A)  The Company shall bear the entire cost and
          expense of any registration of securities initiated by it under
          Subsection (1) of this Section (j) notwithstanding that
          Warrants and/or Warrant Shares subject to this Warrant may be
          included in any such registration.  Any holder whose Warrants
          and/or Warrant Shares are included in any such registration
          statement pursuant to this Section (j) shall, however, bear the
          fees of such holder's own counsel and any registration fees,
          transfer taxes or underwriting discounts or commissions
          applicable to the Warrant Shares sold by such holder pursuant
          thereto.

                    (B)  (i) The Company shall indemnify and hold
          harmless each such holder and each underwriter, within the
          meaning of the Act, who may purchase from or sell for any such
          holder any Warrants and/or Warrant Shares (in the case of
          indemnification of such underwriter) from and against any and
          all losses, claims, damages and liabilities ("Losses") arising
          out of or based upon any untrue statement or alleged untrue
          statement of a material fact contained in any registration
          statement or any post-effective amendment thereto under the Act
          or any prospectus included therein required to be filed or
          furnished by reason of this Section (j) or arising out of or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, except insofar as
          such Losses arise out of or are based upon any such untrue
          statement or alleged untrue statement or omission or alleged
          omission based upon information furnished or required to be
          furnished in writing to the Company by such holder, in the case
          of indemnification of such holder, or underwriter, in the case
          of indemnification of such underwriter, expressly for use
          therein, which indemnification shall include each person, if
          any, who controls any such holder or underwriter within the
          meaning of such Act; provided, however, that the Company shall
          not be obliged  so to indemnify any such holder or underwriter
          or controlling person unless such holder or underwriter shall
          at the same time indemnify, severally and not jointly, the
          Company, its directors, each officer signing the related
          registration statement and each person, if any, who controls
          the Company within the meaning of such Act, from and against
          any and all Losses arising out of or based upon any untrue
          statement or alleged untrue statement of a material fact
          contained in any registration statement or any prospectus
          required to be filed or furnished by reason of this Section (j)
          or arising out of or based upon any omission to state therein a
          material fact required to be stated therein or necessary to
          make the statements therein not misleading, insofar as such
          Losses arise out of or are based upon any untrue statement or
          alleged untrue statement or omission made in conformity with
          information furnished in writing to the Company by any such
          holder or underwriter expressly for use therein.

                         (ii)  If the indemnity obligation provided for
          above is unavailable or insufficient to hold harmless an
          indemnified party in respect of any Losses, then the
          indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such Losses in
          such proportion as is appropriate to reflect the relative fault
          of the indemnifying party on the one hand and the indemnified
          party on the other hand in connection with statements or
          omissions which resulted in such Losses, as well as any other
          relevant equitable considerations.  The relative fault shall be
          determined by reference to, among other things, whether the
          untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates
          to information supplied by the indemnifying party or the
          indemnified party and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent
          such untrue statement or omission.  The parties agree that it
          would not be just and equitable if contributions pursuant to
          this paragraph were to be determined by pro rata allocation or
          by any other method of allocation which does not take account
          of the equitable considerations referred to in the previous
          sentence.

                    (C)  Notwithstanding anything herein to the contrary,
          the Holder hereof shall have no rights to have the Warrants or
          Warrant Shares registered if in the opinion of either counsel
          for the Company, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the Holder
          hereof in the reasonable judgement of such Holder), or counsel
          for the Holder hereof, knowledgeable and experienced in Federal
          securities matters (said counsel to be acceptable to the
          Company in the Company's reasonable judgement), the Holder
          hereof may lawfully sell publicly, at the time and in the
          manner the Holder hereof proposes to sell the Warrants or the
          Warrant Shares, all of the securities proposed to be sold
          without registering the sale under the Act, whether pursuant to
          an exemption from registration available under Section 4(1) of
          the Act, Rule 144 or Rule 144(k) under the Act, or otherwise.

                    (D)  The Company will (a) file reports in compliance
          with the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), (b) comply with all rules and regulations of
          the Securities and Exchange Commission (the "Commission")
          applicable in connection with the use of Rule 144 under the Act
          and take such other actions and furnish the Holder with such
          other information as such Holder may request in order to avail
          itself of such rule or any other rule or regulation of the
          Commission allowing such Holder to sell any Warrants or Warrant
          Shares without registration, and (c) at its expense, upon the
          request of the Holder, deliver to such Holder a certificate,
          signed by the Company's principal financial officer, stating
          (i) the Company's name, address and telephone number (including
          area code), (ii) the Company's Internal Revenue Service
          identification number, (iii) the Company's Commission file
          number, (iv) the number of shares of each class of stock
          outstanding as shown by the most recent report or statement
          published by the Company, and (v) whether the Company has filed
          the reports required to be filed under the Exchange Act for a
          period of at least ninety (90) days prior to the date of such
          certificate and in addition has filed the most recent annual
          report required to be filed thereunder.  If at any time the
          Company is not required to file reports in compliance with
          either Section 13 or Section 15(d) of the Exchange Act, the
          Company at its expense will, upon the written request of the
          Holder, make available adequate current public information with
          respect to the Company within the meaning of paragraph (c)(2)
          of Rule 144 under the Act.

     (k)  EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
 1933.  The Holder of this Warrant and any transferee hereof, by their
 acceptance hereof, hereby agree that:  (a) the Warrants being acquired
 hereunder are being purchased for investment purposes only and not with
 a view to distribution and will not be transferred unless registered or
 unless there is an exemption available from the registration
 requirements of the Act, which exemption has been established to the
 reasonable satisfaction of the Company; (b) no public distribution of
 the Warrants or Warrant Shares will be made in violation of the
 provisions of the Act or any applicable state laws; and (c) during such
 period as delivery of a prospectus with respect to the Warrants or
 Warrant Shares may be required by the Act, no public distribution of the
 Warrants or Warrant Shares will be made in a manner or on terms
 different from those set forth in, or without delivery of, a prospectus
 then meeting the requirements of Section 10 of the Act and in compliance
 with all applicable state laws.  The Holder of this Warrant and any such
 transferee hereof further agree that if any public distribution of any
 of the Warrants or Warrant shares is proposed to be made by them
 otherwise than by delivery of a prospectus meeting the requirements of
 Section 10 of the Act, which action shall be taken only after submission
 to the Company of an opinion of counsel, reasonably satisfactory in form
 and substance to the Company's counsel, to the effect that the proposed
 distribution will not be in violation of the Act or of applicable state
 law.  Furthermore, it shall be a condition to the transfer of the
 Warrants or Warrant Shares that the transferee thereof deliver to the
 Company such Holder's written agreement to accept and be bound by all of
 the terms and conditions of this Warrant.

     (l)  FURTHER ADJUSTMENT TO EXERCISE PRICE.  In addition to any
 adjustments provided for in Section (f) hereof, the Exercise Price in
 effect at any time shall also be subject to adjustment upon the
 happening of certain events as follows:

          (1)  In case the Company has not, on or prior to July 31, 2001,
 paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations (as defined in both that certain
 Fourth Global Amendment Agreement by and between the Company, for itself
 and as successor in interest to Cadiz Valley Development Corporation,
 and ING dated as of December 22, 2000 (the "Fourth Global Amendment
 Agreement") and that certain Third Amendment to Credit Agreement by and
 between the Company, for itself and as successor in interest to Cadiz
 Valley Development Corporation, and ING dated as of December 22, 2000
 (the "Third Amendment to Credit Agreement") (collectively, the
 "Amendment Agreements")), then the Company may, by delivery of advance
 written notice to ING as required under the Amendment Agreements and in
 lieu of cash fees otherwise required to be paid under the Amendment
 Agreements, effect a reduction by One Dollar ($1.00) of the Exercise
 Price that would otherwise have been in effect on August 1, 2001 but for
 the application of this Section (l).  Such reduction in the Exercise
 Price shall be effective as of August 1, 2001.

          (2)  In case the Company has not, on or prior to October 31,
 2001, paid to ING all accrued and unpaid interest and all then unpaid
 principal on Borrower's Obligations, then the Company may, by delivery
 of advance written notice to ING as required under the Amendment
 Agreements and in lieu of cash fees otherwise required to be paid under
 the Amendment Agreements, effect a reduction by One Dollar ($1.00) of
 the Exercise Price that would otherwise have been in effect on November
 1, 2001 but for the application of this Section (l).  Such reduction in
 the Exercise Price shall be effective as of November 1, 2001.

          (3)  In the event that, prior to any reduction in the Exercise
 Price as provided in subsections (1) and (2) above, there shall have
 been an adjustment in the Exercise Price pursuant to Section (f) above,
 then the amount of the adjustment provided for in this Section (l) (i.e.
 $1.00) shall concurrently and automatically be adjusted upwards or
 downwards in proportion to any adjustment to the Exercise Price
 effectuated pursuant to Section (f).  For example, if prior to an
 adjustment provided for in this Section (l) the Company declares a 2 for
 1 stock dividend or stock split then in addition to the adjustment to
 the Exercise Price provided for under Section (f) the amount of the
 adjustment provided for under this Section (l) shall be reduced from
 $1.00 to $0.50.

          (4)  Nothing in this Section (l) shall require any adjustment
 in the number and kind of Warrant Shares, notwithstanding any adjustment
 of the Exercise Price pursuant to the application of this Section (l).

                                  CADIZ INC.

                               By:  /s/ Stanley E. Speer
                                    ________________________
                                     Stanley E. Speer
                               Its:  Chief Financial Officer
 Dated: December 28, 2000


                              PURCHASE FORM

                                    Dated:________________,

      The undersigned hereby irrevocably elects to exercise the within
 Warrant to the extent of purchasing _______ shares of Common Stock and
 hereby makes payment of ________ in payment of the actual exercise price
 thereof.


                 INSTRUCTIONS FOR REGISTRATION OF STOCK

 Name__________________________________________________________
              (Please typewrite or print in block letters)

 Address_______________________________________________________


 Signature______________________________________________________


                             ASSIGNMENT FORM

      FOR VALUE RECEIVED, ____________hereby sells, assigns and transfers
 unto

 Name_______________________________________________________________
              (Please typewrite or print in block letters)

 Address_____________________________________________________________
 the right to purchase Common Stock represented by this Warrant to the
 extent of ________ shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint _____________ Attorney, to
 transfer the same on the books of the Company with full power of
 substitution in the premises.

 Date____________________,

 ___________________________________
 Signature