**EXHIBIT
      31.2**





**CERTIFICATION
      PURSUANT TO SECTION 302 OF THE**


**SARBANES-OXLEY
      ACT OF 2002**





I
      ,
      O'Donnell Iselin II, certify that:




1.  I have reviewed this annual report on Form 10-K of Cadiz
      Inc.;




2.  Based on my knowledge, this report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;





3.  Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this report;




4.  The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      registrant and have:





a) 
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and  procedures
      to be designed under our supervision, to ensure that material information  relating
      to the registrant, including its consolidated subsidiaries, is made known to
      us
      by  others
      within those entities, particularly during the period in which this report
      is
      being  prepared;





b)
      Designed such internal control over financial reporting, or caused such internal
      control  over
      financial reporting to be designed under our supervision, to provide reasonable  assurance
      regarding the reliability of financial reporting and the preparation of
      financial  statements
      for external purposes in accordance with generally accepted accounting  principles.





c)
      Evaluated the effectiveness of the registrant's disclosure controls and
      procedures and  presented
      in this report our conclusions about the effectiveness of the disclosure
      controls  and
      procedures, as of the end of the period covered by this report based on such
      evaluation;  and





d)
      Disclosed in this report any change in the registrant's internal control over
      financial  reporting
      that occurred during the registrant's most recent fiscal quarter (the
      registrant's  fourth
      fiscal quarter in the case of an annual report) that has materially affected,
      or
      is  reasonable
      likely to materially affect, the registrant's internal control over financial  reporting;
      and




5. The registrant's other certifying officer and I have disclosed, based on
      our
      most recent evaluation of internal control over financial reporting, to the
      registrant's auditors and the audit committee of the registrant's board of
      directors (or persons performing the equivalent functions):




a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal  control
      over financial reporting which are reasonably likely to adversely affect the  registrant's
      ability to record, process, summarize and report financial information;
      and





b)
      Any
      fraud, whether or not material, that involves management or other employees
      who  have
      a
      significant role in the registrant's internal control over financial
      reporting.





Dated:
      March 16, 2007




/s/
      O'Donnell Iselin, II


O'Donnell
      Iselin, II


Chief
      Financial Officer and Secretary