content: Securities and Exchange Commission
                       Washington, D.C. 20549
  
  
  
                              Form 8-K
  
                           Current Report
  
  
               Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
  
  
               Date of Report (Date of earliest event reported):
  
                          January 16, 2001
  
  
  
                             Cadiz Inc.
         (Exact name of issuer as specified in its charter)
  
  
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
  
  
                  0-12114                        77-0313235
          (Commission File Number)   (IRS Employer Identification No.)
  
  
  
  100 Wilshire Boulevard, Suite 1600, Santa Monica, CA   90401
  (Address of principal executive offices)            (Zip Code)
  
  
      Registrant's telephone number, including area code: (310) 899-4700
  
  
  ITEM 5.   OTHER EVENTS.
  
       Historical financial statements of Cadiz Inc. ("Cadiz") and its wholly-
  owned subsidiary, Sun World International, Inc. ("Sun World"), are being
  provided herein to ensure technical compliance with the requirements
  of Financial Reporting Release No. 55 ("FRR-55"), which became effective
  September 25, 2000.
  
       The financial statements of Cadiz provided herein are in all respects
  identical to the financial statements previously filed in the Cadiz Inc.
  Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and
  the Cadiz Inc. Quarterly Report on Form 10-Q for the quarterly period ended
  September 30, 2000, except for the expansion of Note 9 -  Long Term Debt in
  the statements which appeared in the 10-K and the addition of Note 4 - Long
  Term Debt to the statements which appeared in the 10-Q.
  
       The financial statements of Sun World provided herein are identical in
  all respects to those which were previously distributed by Sun World to
  holders of Sun World Series B First Mortgage Notes and which were utilized
  by Cadiz in the preparation by Cadiz of its previously filed financial
  statements on a consolidated basis.
                                  CADIZ INC.
  
                     CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)
  
  
  For the Nine Months Ended September 30,     2000        1999
                                              ----        ----
                    ($ in thousands except per share data)
  
  
  Revenues                                $  90,240  $   93,397
                                             ______      ______
  Costs and expenses:
    Cost of sales                             75,064     68,882
    General and administrative                 9,066      9,348
    Special litigation                           360        817
    Depreciation and amortization              6,815      7,229
                                             ______      ______
  
    Total costs and expenses                  91,305     86,276
                                             ______      ______
  
  Operating profit (loss)                     (1,065)     7,121
  
  Interest expense, net                        14,401    13,457
                                              ______     ______
  
  Net loss                                 $  (15,466) $ (6,336)
                                           ==========  ========
  
  Basic and diluted loss per
    common share                             $   (.44) $   (.18)
                                             =========  ========
  
  Basic and diluted weighted
    average shares outstanding                 35,290     34,528
                                              =======    =======
  
  
  See accompanying notes to the consolidated financial statements.
  
  			           CADIZ INC.
                       CONSOLIDATED BALANCE SHEET
  
                                          (Unaudited)
                                         September 30, December 31,
  ($ in thousands)                            2000        1999
                                              ----        ----
  
  ASSETS
  
  Current assets:
    Cash and cash equivalents                $   548   $  4,537
    Accounts receivable, net                  14,569      8,436
    Inventories                               14,596     18,423
    Prepaid expenses and other                   711        917
                                             ------      ------
  
       Total current assets                   30,424     32,313
  Investment in partnership                    1,528      1,497
  
  Property, plant, equipment and
    water programs, net                      168,690    169,009
  
  Other assets                                11,641     11,283
                                             ------      ------
  
                                            $212,283    $214,102
                                            ========    ========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable                         $12,248       8,110
    Accrued liabilities                        9,738       7,686
    Revolving credit facility                  4,600           -
    Long-term debt, current portion           25,451         725
                                             ------       ------
  
       Total current liabilities              52,037      16,521
  
  Long-term debt                             117,999     142,089
  
  Deferred income taxes                        5,447       5,447
  
  Other liabilities                              672         375
  
  Commitments and contingencies
  
  Stockholders' equity:
  
    Common stock - $.01 par value;
    70,000,000 shares
    authorized; shares issued
    and outstanding -
    35,432,910 at September 30,
    2000 and 35,166,661                          354         352
    at December 31, 1999
  
  Additional paid-in capital                 138,122     136,200
  
  Accumulated deficit                       (102,348)    (86,882)
                                             -------     -------
  
    Total stockholders' equity                36,128      49,670
                                             ------       ------
  
                                             $212,283   $214,102
                                             ========   ========
  
        See accompanying notes to the consolidated financial statements
  
                                  CADIZ INC.
  
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)
  
  
  
  For the Nine Months Ended September 30,       2000       1999
                                               ----        ----
  
                                                  ($ in thousands)
  Cash flows from operating activities:
    Net loss                                 $(15,466)   $(6,336)
    Adjustments to reconcile net
     loss from operations
     to net cash used for operating
     activities:
    Depreciation and amortization               8,768      8,824
    Issuance of shares for compensation             -         28
    Gain on disposal of assets                     (3)       (73)
    Share of partnership operations               (31)      (318)
    Stock earned for services                    (938)         -
    Changes in operating assets
     and liabilities:
       Increase in accounts receivable         (6,133)    (7,928)
       Decrease (increase) in inventories       3,438     (3,860)
       Decrease in prepaid expenses
            and other                             206        394
       Increase in accounts payable             4,138      3,067
       Increase in accrued liabilities          2,052      4,319
       Increase (decrease) in other
            liabilities                           297      (241)
                                               ------      -------
  
     Net cash used for operating
       activities                              (3,672)   (2,124)
                                               ------    ------
  Cash flows from investing activities:
    Additions to property, plant
     and equipment                               (900)   (4,629)
    Proceeds from disposal of property,
     plant and equipment                          436       185
    Additions to water programs                (1,248)   (2,023)
    Additions to developing crops              (3,066)   (2,865)
    Increase in other assets                     (371)     (819)
                                               ------      ------
     Net cash used for investing
       activities                              (5,149)  (10,151)
                                               ------   -------
  
  Cash flows from financing activities:
    Net proceeds from issuance of stock           652     6,438
    Proceeds from issuance of long-term debt        -        32
    Principal payments on long-term debt         (420)     (281)
    Net proceeds from short-term debt           4,600         -
                                               ------    -------
     Net cash provided by financing
       activities                               4,832     6,189
                                               ------    ------
  
  Net decrease in cash and cash
    equivalents                                (3,989)   (6,086)
  
  Cash and cash equivalents,
    beginning of period                         4,537    13,635
                                               ------    ------
  
  Cash and cash equivalents,
    end of period                            $    548   $ 7,549
                                             ========   =======
  
  
        See accompanying notes to the consolidated financial statements
  
  
                                  CADIZ INC.
  
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (UNAUDITED)
  
  
  For the Nine Months Ended September 30, 2000
  
  ($ in thousands)
  
                                       Additional             Total
                         Common Stock   Paid-in Accumulated Stockholders'
                       Shares    Amount  Capital   Deficit    Equity
                       --------  -----  --------  --------- ----------
  Balance as of
   December 31, 1999  35,166,661 $ 352 $ 136,200 $ (86,882) $ 49,670
  
  Exercise of stock
   options and
   warrants             166,249      1       651         -       652
  
  Issuance of
   warrants
   to a lender                -      -       247         -       247
  
  Stock issued for
    services            100,000      1     1,024         -     1,025
  
  Net loss                    -      -         -   (15,466)  (15,466)
                        -------   -----   ------   -------    -------
  Balance as of
   September 30,
   2000              35,432,910 $  354 $ 138,122 $(102,348) $ 36,128
                     ==========  =====   ======== =========  =========
  
       See accompanying notes to the consolidated financial statements.
  
  						CADIZ INC.
  			NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  						(UNAUDITED)
  
  NOTE 1 - BASIS OF PRESENTATION
  _______________________________
  
       The Consolidated Financial Statements have been prepared by the
  Company without audit and should be read in conjunction with the
  Consolidated Financial Statements and notes thereto included in the
  Company's latest Form 10-K for the year ended December 31, 1999.  The
  foregoing Consolidated Financial Statements include all adjustments,
  consisting only of normal recurring adjustments which the Company considers
  necessary for a fair presentation.  These financial statements reflect
  certain reclassifications made to the prior period balances to conform with
  the current year presentation.  The results of operations for the nine
  months ended September 30, 2000 are not necessarily indicative of the
  results to be expected for the full fiscal year.
  
       See Note 2 to the Consolidated Financial Statements included in the
  Company's latest Form 10-K for a discussion of the Company's accounting
  policies.
  
  
  NOTE 2 - INVENTORIES
  _____________________
  
       Inventories consist of the following (dollars in thousands):
  
                                          September 30, December 31,
                                              2000        1999
                                              ----        ----
  
       Growing crops                         $ 8,651   $ 14,297
       Pepper seed                               386      1,028
       Harvested product                       2,842         98
       Materials and supplies                  2,717      3,000
                                             ------      ------
  
                                             $14,596   $ 18,423
                                             =======   ========
  
  NOTE 3 - REVOLVING CREDIT FACILITY
  ----------------------------------
  
       In February 2000, Sun World renewed its $30 million seasonal revolving
  credit facility for an additional year. Amounts borrowed under the facility
  accrue interest at prime plus 1.0% or LIBOR plus 2.5% at the Company's
  election.  In June 2000, the Company increased the revolving credit
  facility to $33 million for the period from June 15, 2000 to July 31, 2000,
  after which the maximum availability under the facility returned to $30
  million.
  
  NOTE 4 - LONG-TERM DEBT
  -----------------------
  
  SUN WORLD OBLIGATIONS
  
       In April 1997, Sun World issued $115 million of Series A First
  Mortgage Notes through a private placement.  The notes have subsequently
  been exchanged for Series B First Mortgage Notes, which are registered
  under the Securities Act of 1933 and are publicly traded.  The First
  Mortgage Notes are secured by a first lien (subject to certain permitted
  liens) on substantially all of the assets of Sun World and its subsidiaries
  other than growing crops, crop inventories and accounts receivable and
  proceeds thereof, which secure the Revolving Credit Facility. The First
  Mortgage Notes mature April 15, 2004, but are redeemable at the option of
  Sun World, in whole or in part, at any time on or after April 15, 2001.
  The First Mortgage Notes include covenants which restrict the Company's
  ability to receive distributions from Sun World.
  
       The First Mortgage Notes are also secured by the guarantees of
  Coachella Growers, Inc., Sun Desert, Inc., Sun World Brands, Sun World
  Management Corporation, Sun World/Rayo, and Sun World International de
  Mexico S.A. de C.V.  (collectively, the "Sun World Subsidiary Guarantors")
  and by the Company.  The Company also pledged all of the stock of Sun
  World as collateral for its guarantee.  Sun World and the Sun World
  Subsidiary Guarantors are all direct and indirect wholly-owned subsidiaries
  of the Company.  The guarantees by the Sun World Subsidiary Guarantors are
  full, unconditional, and joint and several.  Sun World and the Sun World
  Subsidiary Guarantors comprise all of the direct and indirect subsidiaries
  of the Company other than inconsequential subsidiaries.  Additionally,
  management believes that the direct and indirect non-guarantor subsidiaries
  of Cadiz are inconsequential, both individually and in the aggregate, to
  the financial statements of the Company for all periods presented.
  
  SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION
  
       In accordance with the release of Financial Release No. 55 ("FRR 55")
  issued by the Securities and Exchange Commission, condensed consolidating
  financial information as of and for the nine months ended September 30,
  2000 and 1999 for the Company is as follows (in thousands):
  
  
  Consolidating Statement
   of Operations Information
  Nine Months Ended
    September 30, 2000         Cadiz  Sun World  Eliminations  Consolidated
                             -------   --------  ------------  ------------
  
  Revenues                   $ 1,338   $ 90,224  $  (1,322)    $  90,240
                             -------   --------   --------     ----------
  
  Costs and expenses:
    Cost of sales                  -     75,261       (197)       75,064
    General and
      administrative           3,323      6,868     (1,125)        9,066
    Special litigation           360          -          -           360
    Depreciation and
      amortization               877      5,938          -         6,815
                              ------     ------    -------       -------
  
    Total costs and expenses   4,560     88,067     (1,322)       91,305
                              ------     ------     ------        ------
  
  Operating profit (loss)     (3,222)     2,157          -        (1,065)
  
  Interest expense, net        2,923     11,478          -        14,401
                              ------     ------    -------        ------
  
  Net loss                  $ (6,145)  $ (9,321)  $      -      $(15,466)
                            ========   ========   ========       ========
  
  Consolidating
   Balance Sheet
   Information
  September 30, 2000          Cadiz   Sun World  Eliminations  Consolidated
                             -------   --------  ------------  ------------
  ASSETS
  
  Current assets:
    Cash and cash
      equivalents            $     -  $     548  $       -      $    548
    Accounts receivable,
      net                         49     14,520          -        14,569
    Due from affiliate             -        742       (742)            -
    Inventories                    -     14,903       (307)       14,596
    Prepaid expenses
      and other                  270        441          -           711
                              ------   --------   --------      --------
  
      Total current assets       319     31,154     (1,049)       30,424
  
  Investment in partnership        -      1,528          -         1,528
  Investment in subsidiary    20,846          -    (20,846)            -
  Property, plant,
     equipment and
     water programs, net      38,556    130,134          -       168,690
  Other assets                 4,135      7,506          -        11,641
                             -------    -------    -------     ---------
  
                             $63,856  $ 170,322  $ (21,895)   $  212,283
                             =======   ========   ========    ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable         $   959  $  11,289  $      -     $   12,248
    Accrued liabilities          944      8,794         -          9,738
    Due to affiliate           1,049          -    (1,049)             -
    Revolving credit
      facility                     -      4,600         -          4,600
    Long-term debt,
      current portion         24,717        734         -         25,451
                             -------    -------    ------     ----------
  
       Total current
        liabilities           27,669     25,417    (1,049)        52,037
  
  Long-term debt                   -    117,999         -        117,999
  Deferred income taxes            -      5,447         -          5,447
  Other liabilities               59        613         -            672
  
  Stockholders' equity:
  Common stock                   354          -         -            354
  Additional paid-in
    capital                  138,122     34,183   (34,183)       138,122
  Accumulated deficit       (102,348)   (13,337)   13,337       (102,348)
                            --------    -------    ------       --------
  
    Total stockholders'
      equity                  36,128     20,846   (20,846)        36,128
                             -------    -------    ------       --------
  
                            $ 63,856   $170,322  $(21,895)    $  212,283
                            ========   ========  ========     ==========
  
  Consolidating Statement
   of Cash Flow Information
  Nine Months Ended
    September 30, 2000        Cadiz   Sun World  Eliminations  Consolidated
                             -------  --------    ---------    -----------
  
  Net cash used for
    operating activities    $ (3,234)  $   (438)  $     -     $   (3,672)
                            --------   --------   -------      ---------
  
  Cash flows from
    investing activities:
  Additions to property,
    plant and equipment         (283)      (617)         -          (900)
  Proceeds from disposal
    of property, plant and
    equipment                      1        435          -           436
  Additions to water
    programs                  (1,248)         -          -        (1,248)
  Additions to developing
    crops                          -     (3,066)         -        (3,066)
  Increase in other assets       (13)      (358)         -          (371)
                              ------    -------    -------      --------
  
  Net cash used for
    investing activities      (1,543)    (3,606)         -        (5,149)
  
  Cash flows from
    financing activities:
  Net proceeds from
    issuance of stock            652          -          -           652
  Principal payments
    on long-term debt            (20)      (400)         -          (420)
  Net proceeds from
    short-term debt                -      4,600          -         4,600
                              ------     ------     ------       -------
  
  Net cash proved by
    financing activities         632      4,200          -         4,832
                              ------     ------     ------        ------
  
  Net (decrease) increase
    in cash and
    cash equivalents          (4,145)       156          -        (3,989)
  Cash and cash equivalents,
    beginning of period        4,145        392          -         4,537
                             -------    -------    -------       -------
  
  Cash and cash equivalents,
    end of period            $     -    $   548    $     -    $      548
                             =======    =======    =======     =========
  
  Consolidating Statement
   of Operations Information
  Nine Months Ended
   September 30, 1999         Cadiz   Sun World  Eliminations  Consolidated
                             -------   --------  ------------  ------------
  
  Revenues                   $ 1,134   $ 93,388   $ (1,125)   $   93,397
                             -------   --------   --------     ---------
  
  Costs and expenses:
  Cost of sales                    -     68,882          -        68,882
  General and administrative   3,645      6,828     (1,125)        9,348
  Special litigation             817          -          -           817
  Depreciation and
    amortization                 884      6,345          -         7,229
                             -------    -------    -------      --------
  
  Total costs and
    expenses                   5,346     82,055     (1,125)       86,276
                              ------     -------    -------       -------
  
  Operating profit (loss)     (4,212)    11,333          -         7,121
  
  Interest expense, net        2,097     11,360          -        13,457
                              ------     ------    -------        ------
  
  Net loss                   $(6,309)  $    (27)  $      -    $   (6,336)
                             =======    =======    =======     =========
  
  Consolidating Balance
   Sheet Information
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             -------   --------  ------------- ------------
  
  ASSETS
  
  Current assets:
    Cash and cash
      equivalents            $ 4,145   $    392    $     -     $   4,537
    Accounts receivable,
      net                         16      8,431        (11)        8,436
    Inventories                    -     18,626       (203)       18,423
    Prepaid expenses
      and other                  386        531          -           917
                             -------    -------    -------      --------
      Total current
       assets                  4,547     27,980       (214)       32,313
  
  Investment in partnership        -      1,497          -         1,497
  Investment in subsidiary    30,167          -    (30,167)            -
  Property, plant,
     equipment and
     water programs, net      36,710    132,299          -       169,009
  Other assets                 4,372      6,911          -        11,283
                             -------    -------    -------      --------
  
                            $ 75,796  $ 168,687  $ (30,381)    $ 214,102
                             =======  =========  =========      ========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable        $    705  $   7,416  $     (11)    $   8,110
    Accrued liabilities        1,536      6,150          -         7,686
    Due to affiliate             203          -       (203)            -
    Long-term debt, current
      portion                     21        704          -           725
                             -------    -------    -------      --------
  
  Total current liabilities    2,465     14,270       (214)       16,521
  
  Long-term debt              23,661    118,428          -       142,089
  Deferred income taxes            -      5,447          -         5,447
  Other liabilities                -        375          -           375
  
  Stockholders' equity:
  Common stock                   352          -          -           352
  Additional paid-in capital 136,200     34,183    (34,183)      136,200
  Accumulated deficit        (86,882)    (4,016)     4,016       (86,882)
                             -------    -------    -------      --------
  
    Total stockholders'
      equity                  49,670     30,167    (30,167)       49,670
                              ------     ------     ------        ------
  
                            $ 75,796  $ 168,687  $ (30,381)    $ 214,102
                             =======  =========  =========     =========
  
  Consolidating Statement
  of Cash Flow Information
  Nine Months Ended
  September 30, 1999          Cadiz   Sun World  Eliminations  Consolidated
                             -------  ---------  ------------  ------------
  
  Net cash (used for)
    provided by
    operating activities    $ (3,296) $   1,172  $       -     $   (2,124)
                            --------  ---------  ---------     ----------
  
  Cash flows from
    investing activities:
  Additions to property,
    plant and equipment       (3,587)    (2,539)     1,497         (4,629)
  Proceeds from disposal
    of property, plant and
    equipment                  1,490        185     (1,490)           185
  Additions to water
    programs                  (2,016)         -         (7)        (2,023)
  Additions to developing
    crops                          -     (2,865)         -         (2,865)
  Increase in other assets      (262)      (557)         -           (819)
                              ------    -------    -------       --------
  
  Net cash used for
    investing activities      (4,375)    (5,776)         -        (10,151)
  
  Cash flows from
    financing activities:
  Net proceeds issuance
    of stock                   6,438          -          -          6,438
  Proceeds from issuance
    of long-term debt              -         32          -             32
  Principal payments on
    long-term debt                (7)      (274)         -           (281)
                              ------     ------     ------       --------
  
  Net cash provided by
    (used for)
    financing activities       6,431       (242)         -          6,189
  
  Net decrease in cash
    and cash equivalents      (1,240)    (4,846)         -         (6,086)
  Cash and cash equivalents,
    beginning of period        7,493      6,142          -         13,635
                              ------     ------    -------       --------
  
  Cash and cash equivalents,
    end of period            $ 6,253   $ 1,296    $     -      $    7,549
                             =======   =======    =======       ========
  
  
                       REPORT OF INDEPENDENT ACCOUNTANTS
  
  
  
  To the Board of Directors and Stockholders of Cadiz Inc.
  
       In our opinion, the accompanying consolidated balance sheets and the
  related consolidated statements of operations, stockholders' equity and
  of cash flows present fairly, in all material respects, the financial
  position of Cadiz Inc. and its subsidiaries at December 31, 1999 and 1998,
  and the results of their operations and their cash flows for each of the
  three years in the period ended December 31, 1999 in conformity with
  accounting principles generally accepted in the United States.
  These financial statements are the responsibility of the Company's
  management; our responsibility is to express an opinion on these financial
  statements based on our audits.  We conducted our audits of these
  statements in accordance with auditing standards generally accepted in the
  United States, which require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free of
  material misstatement.  An audit includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements,
  assessing the accounting principles used and significant estimates made by
  management, and evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for the opinion
  expressed above.
  
  
  
  /s/  PricewaterhouseCoopers
  ----------------------------
  PricewaterhouseCoopers LLP
  
  
  Los Angeles, California
  February 15, 2000
  
  					CADIZ INC.
  			CONSOLIDATED STATEMENT OF OPERATIONS
  
  
                                          Year Ended December 31,
  (In thousands except per share data)   1999      1998       1997
                                         ----      ----       ----
  
  Revenues                            $114,901  $ 95,845    $ 98,769
  Income from partnership                  328    10,699       1,388
                                       _______   _______    ________
  
   Total revenues                      115,229   106,544    100,157
                                       _______   _______    _______
  
  
  Costs and expenses:
   Cost of sales                       83,821    74,742      76,566
   General and administrative          12,363    11,736      11,873
   Special litigation                     937     1,308         683
   Litigation benefit                       -         -     (3,780)
   Depreciation and amortization        8,891     8,688       7,745
                                       _______   _______    _______
  
   Total costs and expenses            106,012   96,474      93,087
                                       _______   _______    _______
  
  Operating profit                      9,217    10,070       7,070
  
  Interest expense, net                17,811    17,540      15,608
                                       _______   _______    _______
  
  Net loss                             (8,594)   (7,470)    (8,538)
  
  Less:  Preferred stock dividends          -         -     (1,213)
                                       _______   _______    _______
  
  Net loss applicable to common stock  $(8,594)  $(7,470)   $(9,751)
                                       =======   =======    =======
  
  Net loss per common share            $  (.25)  $  (.23)   $   (.33)
                                        =======   =======    =======
  
  Weighted-average shares outstanding  34,678    33,173      29,485
                                       =======   =======    =======
  
       See accompanying notes to the consolidated financial statements.
  
  					CADIZ INC.
  			CONSOLIDATED BALANCE SHEET
  
                                 			   December 31,
  ($ in thousands)                                 1999       1998
                                                   ----       ----
  
  
  ASSETS
  
  Current assets:
   Cash and cash equivalents                  $   4,537   $  13,635
   Accounts receivable, net                       8,436       6,295
   Inventories                                   18,423      15,019
   Prepaid expenses and other                       917         992
                                                 ------      ------
  
    Total current assets                         32,313      35,941
  
  Investment in partnership                       1,497       1,169
  
  Property, plant, equipment and
   water programs, net                          169,009     166,022
  
  Other assets                                   11,283      11,227
                                                 ------      ------
  
                                              $ 214,102   $ 214,359
                                              =========   =========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
   Accounts payable                           $   8,110   $   8,753
   Accrued liabilities                            7,686       6,846
   Long-term debt, current portion                  725         613
                                                 ------      ------
  
    Total current liabilities                    16,521      16,212
  
  Long-term debt                                142,089     142,317
  
  Deferred income taxes                           5,447       5,447
  
  Other liabilities                                 375         673
  
  Commitments and contingencies
  
  Stockholders' equity:
  
   Common stock - $.01 par value;
   45,000,000 shares
   authorized; shares issued
   and outstanding 35,166,661
   at December 31, 1999 and
   33,592,261 at
   December 31, 1998                                352         336
  
  Additional paid-in capital                    136,200     127,662
  
  Accumulated deficit                           (86,882)    (78,288)
                                                -------     -------
  
   Total stockholders' equity                    49,670      49,710
                                                 ------      ------
  
                                              $ 214,102   $ 214,359
                                              =========   =========
  
  
       See accompanying notes to the consolidated financial statements.
  
  					CADIZ INC.
  			CONSOLIDATED STATEMENT OF CASH FLOWS
  
  
                                          Year Ended December 31,
  ($ in thousands)                        1999       1998       1997
                                          ----       ----       ----
  
  
  Cash flows from operating activities:
   Net loss                            $ (8,594)  $ (7,470)   $ (8,538)
   Adjustments to reconcile
    net loss to net cash
    (used for) provided by
     operating activities:
     Depreciation and amortization       11,060     10,601       9,227
     Litigation benefit                       -          -      (3,780)
     Issuance of stock for services          28        374         470
     Interest converted to principal          -          -         315
     (Gain) loss on disposal of assets     (104)      (207)         99
     Share of partnership operations       (328)   (10,699)     (1,388)
     Changes in operating assets and
       liabilities:
       (Increase) decrease in
        accounts receivable              (2,141)      (414)      1,652
       (Increase) decrease in
        inventories                      (3,318)     (1,559)       570
       Decrease in prepaid
        expenses and other                   75         307         64
       (Decrease) increase in
        accounts payable                   (643)        236        672
       Increase in accrued liabilities    1,668         916      1,332
       Decrease in other
         current liabilities                  -           -       (591)
       (Decrease) increase in
         other liabilities                 (298)         18         54
                                         ------      ------     ------
  
  
     Net cash (used for) provided
       by operating activities           (2,595)     (7,897)       158
                                         ------      ------     ------
  
  Cash flows from investing
    activities:
   Additions to property,
    plant and equipment                  (4,835)     (7,308)    (2,114)
   Additions to water programs           (3,177)       (856)      (400)
   Additions to developing crops         (3,531)     (3,396)    (4,725)
   Proceeds from disposal of
    property, plant and equipment           233         388      2,817
   Partnership distributions                  -      15,859      1,165
   (Increase) decrease in
    other assets                         (1,311)     (2,020)       358
                                         ------      ------     ------
  
     Net cash (used for)
      provided by investing
      activities                        (12,621)      2,667     (2,899)
                                         ------      ------     ------
  
  Cash flows from
    financing activities:
   Net proceeds from issuance
    of stock                              6,803       2,154      1,690
   Proceeds from issuance of
    long-term debt                            -      12,000    120,089
   Principal payments on
    long-term debt                         (685)       (587)  (141,248)
   Debt issuance costs                        -           -     (5,799)
                                         ------      ------     ------
  
     Net cash provided by
     (used for) financing activities      6,118      13,567    (25,268)
                                         ------      ------     ------
  
  Net (decrease) increase in cash
   and cash equivalents                  (9,098)      8,337    (28,009)
  
  Cash and cash equivalents,
    beginning of period                  13,635       5,298     33,307
                                         ------      ------     ------
  
  Cash and cash equivalents,
    end of period                      $  4,537    $ 13,635    $ 5,298
                                       ========    ========     ======
  
  
  See accompanying notes to the consolidated financial statements.
  
  					CADIZ INC.
  		CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
  <TABLE>
  <CAPTION>
  For the Years Ended December 31, 1999, 1998 and 1997
  ($ in thousands)
                                                           Total
                                      Additional           Stock
          Preferred Stock Common Stock Paid-in Accumulated holders'
           Shares  Amount Shares Amount Capital  Deficit  Equity
            ------  -----  ------ ------ ------- --------  --------
  <S>       <C>  <C>  <C>        <C>   <C>     <C>        <C>
  Balance
   as of
   December
   31, 1996  340 $ -  23,445,868 $234  $ 88,574 $ (61,067) $ 27,741
  
  Conversion
   of
   redeemable
   preferred
   stock to
   common
   stock       -   -   7,314,917   73    27,358         -    27,431
  
  Exercise
   of stock
   options
   and
   warrants    -   -     588,500    7     1,358         -     1,365
  
  Common
   stock
   issued
   to
   satisfy
   Sun
   World
   purchase
   liability   -  -      65,000    1       324         -       325
  
  Preferred
   dividends
   paid with
   common
   stock       -  -     361,251    3     1,714         -     1,717
  
  Issuance
   of
   warrants
   to a
   lender      -  -           -    -     1,083         -     1,083
  
  Stock
   issued
   for
   services    -  -      75,000     1      329         -       330
  
  Issuance
   of
   stock
   for
   refinancing -  -      30,000     -       140        -       140
  
  Conversion
   of
   preferred
   stock to
   common
   stock     (340) -     766,125     7        (7)       -         -
  
  Accrued
   dividends
   on
   preferred
   stock        -  -           -     -         -   (1,213)   (1,213)
  
  Net loss      -  -           -     -         -   (8,538)   (8,538)
            ----- --  ----------  ----    ------  --------  -------
  
  Balance
   as of
   December
   31, 1997     - $-  32,646,661 $ 326 $ 120,873 $(70,818) $ 50,381
            ----- --  ----------  ---- ---------  --------  -------
  
    See accompanying notes to the consolidated financial statements.
  </TABLE>
  
  					CADIZ INC.
  		CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
  <TABLE>
  <CAPTION>
  For the Years Ended December 31, 1999, 1998 and 1997
  ($ In thousands)
  
                                                           Total
                                      Additional           Stock
          Preferred Stock Common Stock Paid-in Accumulated holders'
           Shares  Amount Shares Amount Capital  Deficit  Equity
            ------  -----  ------ ------ ------- --------  --------
  <S>       <C>  <C>  <C>        <C>   <C>     <C>        <C>
  Balance
   as of
   December
   31, 1997   - $-  32,646,661 $ 326 $ 120,873 $(70,818) $ 50,381
  
  
  Exercise
   of stock
   options    -  -     515,600     6     2,148        -     2,154
  
  Issuance
   of
   warrants
   to lender  -  -           -     -     1,643        -     1,643
  
  Stock
   issued
   for
   services   -  -      55,000     -       374        -       374
  
  Acquisition
   of
   hydrological
   research
   company    -  -     375,000     4     2,624        -     2,628
  
  Net loss    -  -           -     -         -   (7,470)   (7,470)
          ----- --  ----------  ---- ---------  --------  -------
  
  
  Balance
   as of
   December
   31, 1998   -  -  33,592,261  336    127,662  (78,288)   49,710
          ----- --  ----------  ---- ---------  --------  -------
  Exercise
   of stock
   options    -  -   1,513,150   15      6,788        -     6,803
  
  Issuance
   of
   warrants
   to lender  -  -           -    -      1,335        -     1,335
  
  Stock
   issued
   for
   services   -  -      61,250    1        415        -       416
  
  Net loss    -  -           -    -          -   (8,594)   (8,594)
          ----- --  ----------  ---- ---------  --------  -------
  Balance
   as of
   December
   31, 1999   - $-  35,166,661 $352  $ 136,200 $(86,882) $ 49,670
          ===== ==  ========== ====  ========= ========= ========
  
  
  
  See accompanying notes to the consolidated financial statements.
  
  					  CADIZ INC.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  
  NOTE 1 - DESCRIPTION OF BUSINESS
  --------------------------------
  
       The Company currently has agricultural operations through its wholly-
  owned subsidiary, Sun World International, Inc. and its subsidiaries
  collectively referred to as "Sun World" and is  developing the water
  resource segment of its business. The primary business of the Company is to
  acquire and develop water and agricultural resources.  The Company has
  created an integrated and complementary portfolio of assets encompassing
  undeveloped land with high-quality groundwater resources and/or storage
  potential, prime agricultural properties located throughout central and
  southern California with secure and reliable water rights, and other
  contractual water rights.  Management believes that, with both the
  increasing scarcity of water supplies in California and an increasing
  population, the Company's access to water will provide it with a
  competitive advantage both as a major agricultural concern and as a
  supplier of water, which will lead to continued appreciation in the value
  of the Company's portfolio.
  
       Sun World is a large vertically integrated agricultural company and
  farms more than 21,000 acres, primarily located in two major growing areas
  of California: the San Joaquin Valley and the Coachella Valley.  Fresh
  produce, including table grapes, stonefruit, citrus, peppers and
  watermelons, is marketed and shipped to food wholesalers and retailers
  throughout the United States and to more than 25 foreign countries.  Sun
  World owns three cold storage and/or packing facilities in California, of
  which two are operated and one is leased to a third party.
  
       Sun World provides the Company with valuable water rights throughout
  central and southern California.  The Company's landholdings, which now
  total approximately 56,900 acres, are located adjacent to the Colorado
  River and the major aqueduct systems of central and southern California.
  The Company expects to utilize its resources to participate in a broad
  variety of water storage and supply projects, including the storage and
  supply of surplus water for public agencies that require supplemental
  sources of water for exchanges or transfers to third parties.
  
       In 1998, the Company and the Metropolitan Water District of Southern
  California ("Metropolitan") verified the feasibility of and approved
  principles and terms for a water storage and supply program at its Cadiz,
  California property.  The Cadiz Groundwater Storage and Dry-Year Supply
  Program (the "Program") will enhance southern California water supply
  reliability in two ways, providing a new dry-year water supply and much-
  needed storage.  During wet years or periods of excess supply, Metropolitan
  will store surplus Colorado River water in the aquifer system underlying
  the Company's Cadiz property.  During dry years, the previously imported
  water, together with additional existing groundwater, will be extracted and
  delivered, via a 35-mile conveyance pipeline, to Metropolitan's service
  area.  The Company and Metropolitan are currently in the final stages of
  the environmental review process.
  
       Although the development and management activities of the Company are
  currently focused on agricultural operations (primarily through its wholly-
  owned subsidiary, Sun World) and water resource development, the Company
  will continue to develop and manage its land, water and agricultural
  resources for their highest and best uses.
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  ---------------------------------------------------
  
  PRINCIPLES OF CONSOLIDATION
  
       The consolidated financial statements include the accounts of the
  Company and Sun World. All material intercompany balances and activity have
  been eliminated from the consolidated financial statements.
  
  RECLASSIFICATIONS
  
       These financial statements reflect certain reclassifications made to
  the prior period balances to conform with the current year presentation.
  
  USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
  
       The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from those
  estimates.
  
  REVENUE RECOGNITION
  
       The Company recognizes crop sale revenue, packing revenue and
  marketing commissions upon shipment to customers.
  
  RESEARCH AND DEVELOPMENT
  
       Sun World incurs costs to research and develop new varieties of
  proprietary products.  Research and development costs are expensed as
  incurred.  Such costs were approximately  $1,450,000 for the year ended
  December 31, 1999, $1,249,000 for the year ended December 31, 1998, and
  $809,000 for the year ended December 31, 1997.
  
  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 and warrants to
  purchase certain shares of the Company's common stock, as described in Note
  13, were not considered in the computation of diluted EPS because their
  inclusion would have been antidilutive.
  
  CASH AND CASH EQUIVALENTS
  
       The Company considers all short-term deposits with an original
  maturity of three months or less to be cash equivalents.  The Company
  invests its excess cash in deposits with major international banks and
  short-term commercial paper and, therefore, bears minimal risk.  Such
  investments are stated at cost, which approximates fair value, and are
  considered cash equivalents for purposes of reporting cash flows.
  
  INVENTORIES
  
       Growing crops, pepper seed, and materials and supplies are stated at
  the lower of cost or market, on a first-in, first-out (FIFO) basis.
  Growing crops inventory includes direct costs and an allocation of indirect
  costs.
  
  INVESTMENT IN PARTNERSHIP
  
       Sun World, through a wholly-owned subsidiary, owns a 50% interest in
  ASC/SWB Partnership, formerly named American SunMelon (the "Partnership").
  In October 1998, the Partnership sold substantially all of its assets to a
  third party for $35 million in cash.  In conjunction with the sale, Sun
  World received an initial distribution of $15.2 million from the
  Partnership. The Partnership was engaged in proprietary development,
  production, and marketing of seedless watermelon seed.  Sun World accounts
  for its investment in the Partnership using the equity method.
  
  PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
  
       Property, plant, equipment and water programs are stated at cost.
  
       The Company capitalizes direct and certain indirect costs of planting
  and developing orchards and vineyards during the development period, which
  varies by crop and generally ranges from three to seven years.
  Depreciation commences in the year commercial production is achieved.
  
       Permanent land development costs, such as acquisition costs, clearing,
  initial leveling and other costs required to bring the land into a suitable
  condition for general agricultural use, are capitalized and not depreciated
  since these costs have an indeterminate useful life.
  
       Depreciation is provided using the straight-line method over the
  estimated useful lives of the assets, generally ten to forty-five years for
  land improvements and buildings, three to twenty-five years for machinery
  and equipment, and five to thirty years for permanent crops.
  
       Water rights and water storage and supply programs are stated at cost.
  All costs directly attributable to the development of such programs are
  being capitalized by the Company.  These costs, which are expected to be
  recovered through future revenues, consist of direct labor, drilling costs,
  consulting fees for various engineering, hydrological, environmental and
  feasibility studies, and other professional and legal fees.
  
  IMPAIRMENT OF LONG-LIVED ASSETS
  
       The Company annually evaluates its long-lived assets, including
  intangibles, for potential impairment.  When circumstances indicate that
  the carrying amount of the asset may not be recoverable, as demonstrated by
  estimated future cash flows, an impairment loss would be recorded based on
  estimated fair value.
  
  OTHER ASSETS
  
       As a result of a merger in May 1988 between two companies, which
  eventually became known as Cadiz Inc., an excess of purchase price over net
  assets acquired in the amount of $7,006,000 was recorded.  This amount is
  being amortized on a straight-line basis over thirty years.  Accumulated
  amortization was $2,726,000 and $2,493,000 at December 31, 1999 and
  December 31, 1998, respectively.
  
       Capitalized loan fees represent costs incurred to obtain debt
  financing.  Such costs are amortized over the life of the related loan.  At
  December 31, 1999, the majority of capitalized loan fees relate to the
  issuance of the First Mortgage Notes described in Note 9.
  
       Trademark development costs represent legal costs incurred to obtain
  and defend patents and trademarks related to the Company's proprietary
  products throughout the world.  Such costs are capitalized and amortized
  over their estimated useful life, which range from 10 to 20 years.
  
  INCOME TAXES
  
       Income taxes are provided for using an asset and liability approach
  which requires the recognition of deferred tax assets and liabilities for
  the expected future tax consequences of temporary differences between the
  financial statement and tax bases of assets and liabilities at the
  applicable enacted tax rates.  A valuation allowance is provided when it is
  uncertain that some portion or all of the deferred tax assets will be
  realized.
  
  SUPPLEMENTAL CASH FLOW INFORMATION
  
       Cash paid for interest during the years ended December 31, 1999, 1998
  and 1997 was $15,988,000, $15,348,000, and $12,452,000, respectively.
  
  NOTE 3 - ACCOUNTS RECEIVABLE
  ----------------------------
  
       Accounts receivable consist of the following (dollars in thousands):
  
                                                    December 31,
                                                   1999       1998
                                                  ----        -----
  
            Trade receivables                    $4,742     $ 4,092
            Due from unaffiliated growers           582         231
            Other                                 3,336       2,257
                                                 ------      ------
  
                                                  8,660       6,580
            Less allowance for
              doubtful accounts                    (224)       (285)
                                                 ------      ------
  
                                                 $8,436     $ 6,295
                                                 ======      ======
  
       Substantially all domestic receivables are from large national and
  regional supermarket chain stores and produce brokers and are unsecured.
  Amounts due from unaffiliated growers represent receivables for harvest
  advances and for services (harvest, haul and pack) provided on behalf of
  growers under agreement with Sun World and are recovered from proceeds of
  product sales.  Other receivables primarily include wine grape and raisin
  sales, proceeds due from third party marketers and other miscellaneous
  receivables.
  
       Revenues attributable to one national retailer totaled $14.4 million
  in 1999, $11.9 million in 1998, and $13.6 million in 1997.  Export sales
  accounted for approximately 10.3%, 8.5% and 11.4% of the Company's revenues
  for the years ended December 31, 1999, 1998 and 1997, respectively.
  
  
  NOTE 4 - INVENTORIES
  --------------------
  
     Inventories consist of the following (dollars in thousands):
                                                    December 31,
                                                    1999      1998
                                                   ----       ----
  
            Growing crops                      $  14,297   $  11,208
            Pepper seed                            1,028       1,344
            Harvested product                         98         360
            Materials and supplies                 3,000       2,107
                                                  ------      ------
  
                                               $  18,423    $ 15,019
                                               =========    ========
  
  NOTE 5 - PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
  ------------------------------------------------------
  
     Property, plant, equipment and water programs consist of the following
  (dollars in thousands):
                                                    December 31,
                                                   1999      1998
                                                   ----      ----
  
            Land                               $ 69,377    $ 66,536
            Permanent crops                      66,546      67,286
            Developing crops                      8,862       5,192
            Water programs                       11,814       8,482
            Buildings                            21,832      21,397
            Machinery and equipment              19,623      18,186
                                                 ------      ------
  
                                                 198,054    187,079
            Less accumulated depreciation        (29,045)   (21,057)
                                                 ------      ------
  
                                               $ 169,009  $ 166,022
                                               =========  =========
  
     Depreciation expense during the years ended December 31, 1999, 1998 and
  1997 was $8,460,000, $8,256,000 and $7,430,000, respectively.
  
  
  NOTE 6 - OTHER ASSETS
  ---------------------
  
     Other assets consist of the following (dollars in thousands):
  
                                                     December 31,
                                                   1999      1998
                                                   ----      ----
  
            Excess of purchase price
              over asset acquired, net         $  4,280     $ 4,514
            Capitalized loan fees, net            3,331       4,159
            Other receivables                     1,849       1,498
            Capitalized trademark
              development, net                    1,323         989
            Other                                   500          67
                                                 ------      ------
  
                                               $ 11,283    $ 11,227
                                                =======     =======
  NOTE 7 - ACCRUED LIABILITIES
  ----------------------------
  
     Accrued liabilities consist of the following (dollars in thousands):
                                                    December 31,
                                                   1999     1998
                                                   ----      ----
  
            Interest                           $  3,129     $ 3,548
            Payroll and benefits                  3,031       2,049
            Other                                 1,526       1,249
                                                 ------      ------
  
                                               $  7,686     $ 6,846
                                                 ======      ======
  
  NOTE 8 - REVOLVING CREDIT FACILITY
  ----------------------------------
  
     In February 2000, Sun World obtained a one year renewal of its $30
  million Revolving Credit Facility.  The Revolving Credit Facility is
  secured by eligible accounts receivable and inventory, and is guaranteed by
  the Company.  Amounts borrowed under the facility will accrue interest at
  either prime plus 1.0% or LIBOR plus 2.50% at the Company's election. No
  amounts were outstanding under the Revolving Credit Facility at December
  31, 1999 and 1998.
  
  
  NOTE 9 - LONG-TERM DEBT
  -----------------------
  
       Management estimates that the fair value of the Company's long-term
  debt approximates the carrying value for all debt instruments except for
  the Series B First Mortgage Notes ("First Mortgage Notes").  The fair value
  of the First Mortgage Notes is estimated to be approximately $117.9 million
  based on quoted market prices as of December 31, 1999.  At December 31,
  1999 and December 31, 1998, the carrying amount of the Company's
  outstanding debt is summarized as follows (dollars in thousands):
  
  
                                                    December 31,
                                                   1999 1998
                                                   ----      ----
    Cadiz obligations:
  
     Senior term bank loan,
       interest payable
       semi-annually, variable
      interest rate based
       upon LIBOR plus 2%
       (8.16% at December 31,
       1999) and LIBOR plus
       4% (9.97% at
      December 31, 1998),
       due January 31, 2001.                   $  10,345    $  9,752
  
     $15 million revolving
       line of credit, interest
       payable semi-annually,
       variable interest rate
       based upon LIBOR plus 2%
     (8.16% at December 31, 1999),
       due January 31, 2001.                      15,000       15,000
  
     Other                                            21           30
  
     Debt discount                                (1,685)      (1,628)
                                                 -------      -------
  
                                                  23,681       23,154
                                                  ------       ------
    Sun World obligations:
  
     Series B First Mortgage Notes,
      interest payable semi-annually
       with principal due in April
       2004, interest at 11.25%                  115,000      115,000
  
     Note payable to bank, quarterly
       principal installments of $72 plus
       interest payable monthly,
       due December 31, 2003,
       interest at prime (8.75%
       at December  31, 1999 and
       7.75% at
       December 31, 1998)                          1,714         2,000
  
     Note payable to insurance
       company, quarterly
       installments of $93
       (including interest), due
       September 13, 2006, interest
       at 7.75%                                    1,896         2,110
  
     Note payable to finance
       company, monthly installments of
       $18 (including interest) due
       July 1, 2002, interest at 7.50%               492           666
  
       Other                                          31             -
                                                  ------        ------
  
                                                 119,133       119,776
                                                 -------       -------
  
                                                 142,814       142,930
  
     Less current portion                           (725)         (613)
                                                 -------      --------
  
                                               $ 142,089    $  142,317
                                               =========    ==========
  
       Annual maturities of long-term debt outstanding, excluding $1,685
  representing the unamortized portion of warrants, on December 31, 1999 are
  as follows: 2000 - $725; 2001 - $26,083; 2002 - $660; 2003 - $578; 2004 -
  $115,599 and thereafter - $854.
  
  CADIZ OBLIGATIONS
  
       The senior term bank loan is secured by substantially all of the
  Company's non-Sun World related property.   During 1999, the Company
  entered into two extensions of the loan which extended the maturity date of
  the obligation to January 31, 2001, and reduced the interest rate from
  LIBOR plus 400 basis points to LIBOR plus 200 basis points, payable semi-
  annually.  In connection with obtaining the extensions, the Company issued
  certain warrants to purchase shares of the Company's common stock and also
  repriced certain warrants previously issued.  The fair value of the
  warrants was recorded as a debt discount and is being amortized over the
  remaining term of the loan.
  
       In November 1997, the Company entered into a three year $15 million
  revolving credit facility.  In December 1999, the Company extended the
  maturity date of the obligation to January 31, 2001.  With the extension,
  the interest rate was changed from 8% to LIBOR plus 200 basis points.  The
  facility is secured by a second lien on substantially all of the non-Sun
  World assets of the Company.  The Company had $15 million outstanding under
  the facility at December 31, 1999.
  
  SUN WORLD OBLIGATIONS
  
       In April 1997, Sun World issued $115 million of Series A First
  Mortgage Notes through a private placement.  The notes have subsequently
  been exchanged for Series B First Mortgage Notes, which are registered
  under the Securities Act of 1933 and are publicly traded.  The First
  Mortgage Notes are secured by a first lien (subject to certain permitted
  liens) on substantially all of the assets of Sun World and its subsidiaries
  other than growing crops, crop inventories and accounts receivable and
  proceeds thereof, which secure the Revolving Credit Facility. The First
  Mortgage Notes mature April 15, 2004, but are redeemable at the option of
  Sun World, in whole or in part, at any time on or after April 15, 2001.
  The First Mortgage Notes include covenants which restrict the Company's
  ability to receive distributions from Sun World.
  
       The First Mortgage Notes are also secured by the guarantees of
  Coachella Growers, Inc., Sun Desert, Inc., Sun World Brands, Sun World
  Management Corporation, Sun World/Rayo, and Sun World International de
  Mexico S.A. de C.V. (collectively, the "Sun World Subsidiary Guarantors")
  and by the Company.  The Company also pledged all of the stock of Sun
  World as collateral for its guarantee.  Sun World and the Sun World Subsidiary
  Guarantors are all direct and indirect wholly-owned subsidiaries of the
  Company.  The guarantees by the Sun World Subsidiary Guarantors are full,
  unconditional, and joint and several.  Sun World and the Sun World
  Subsidiary Guarantors comprise all of the direct and indirect subsidiaries
  of the Company other than inconsequential subsidiaries.  Additionally,
  management believes that the direct and indirect non-guarantor subsidiaries
  of Cadiz are inconsequential, both individually and in the aggregate, to the
  financial statements of the Company for all periods presented.
  
       SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION
  
  In accordance with the release of Financial Release No. 55 ("FRR 55")
  issued by the Securities and Exchange Commission, condensed consolidating
  financial information as of and for the two years ended December 31, 1999
  and 1998 for the Company is as follows (in thousands):
  
  Consolidating Statement
  of Operations Information
  Year Ended
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  
  Revenues                   $ 1,829   $ 114,890  $ (1,818)  $ 114,901
  Income from partnership          -         328         -         328
                             -------   ---------  --------   ---------
  
    Total revenues             1,829     115,218    (1,818)    115,229
                             -------   ---------  --------   ---------
  
  Costs and expenses:
    Cost of sales                132      84,140      (451)     83,821
    General and
      administrative           4,672       9,058    (1,367)     12,363
    Special litigation           937           -         -         937
    Depreciation and
      amortization             1,179       7,712         -       8,891
                             -------   ---------  --------   ---------
  
    Total costs and expenses   6,920     100,910    (1,818)    106,012
                             -------   ---------  --------   ---------
  
  Operating profit (loss)     (5,091)     14,308         -       9,217
  
  Interest expense, net        2,932      14,879         -      17,811
                             -------   ---------  --------   ---------
  
  Net loss                   $(8,023)  $    (571) $      -   $  (8,594)
                             =======   =========  ========  ==========
  
  
  Consolidating
  Balance Sheet Information
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  
  ASSETS
  
  Current assets:
    Cash and cash
      equivalents            $ 4,145   $     392  $      -   $   4,537
    Accounts receivable,
     net                          16       8,431       (11)      8,436
    Inventories                    -      18,626      (203)     18,423
    Prepaid expenses
     and other                   386         531         -         917
                             -------   ---------  --------   ---------
  
      Total current assets     4,547      27,980      (214)     32,313
  
  Investment in partnership        -       1,497         -       1,497
  Investment in subsidiary    30,167           -   (30,167)          -
  Property, plant,
    equipment and
    water programs, net       36,710     132,299         -     169,009
  Other assets                 4,372       6,911         -      11,283
                             -------   ---------  --------   ---------
  
                            $ 75,796   $ 168,687  $(30,381) $  214,102
                             =======   =========  ========  ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable        $    705   $   7,416  $    (11) $    8,110
    Accrued liabilities        1,536       6,150         -       7,686
    Due to affiliate             203           -      (203)          -
    Long-term debt,
      current portion             21         704         -         725
                             -------   ---------  --------   ---------
  
       Total current
         liabilities           2,465      14,270      (214)     16,521
  
  Long-term debt              23,661     118,428         -     142,089
  Deferred income taxes            -       5,447         -       5,447
  Other liabilities                -         375         -         375
  
  Stockholders' equity:
  Common stock                   352            -         -         352
  Additional paid-in
    capital                  136,200       34,183   (34,183)    136,200
  Accumulated deficit        (86,882)      (4,016)    4,016     (86,882)
                             -------    ---------  --------   ---------
  
    Total stockholders'
       equity                 49,670       30,167    (30,167)    49,670
                             -------    ---------   --------   ---------
  
                            $ 75,796   $  168,687  $ (30,381) $ 214,102
                             =======   ==========  =========  =========
  
  Consolidating Statement
  of Cash Flow Information
  Year Ended
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  Net cash (used for)
    provided by
    operating activities    $ (4,746)  $   2,151  $        -  $  (2,595)
                            --------    --------   ---------  ---------
  
  Cash flows from investing
    activities:
    Additions to property,
     plant and equipment      (3,645)     (2,680)      1,490     (4,835)
    Additions to water
       programs               (3,177)          -           -     (3,177)
    Additions to
       developing crops            -      (3,531)          -     (3,531)
    Proceeds from
       disposal of
       property,
       plant and equipment     1,490         233      (1,490)       233
    Increase in other
      assets                     (64)     (1,247)          -     (1,311)
                              ------     -------      ------     -------
  
  Net cash used for
    investing activities      (5,396)     (7,225)          -    (12,621)
  
  Cash flows from
    financing activities:
    Net proceeds from
    issuance of stock          6,803           -           -      6,803
    Principal payments
      on long-term debt           (9)       (676)          -       (685)
                              ------     -------     -------     -------
  
  Net cash provided by
    (used for)
    financing activities       6,794        (676)         -       6,118
                             -------    --------    -------    --------
  
  Net decrease in cash
    and cash equivalents      (3,348)     (5,750)         -      (9,098)
  Cash and cash equivalents,
    beginning of period        7,493       6,142          -      13,635
                             -------    --------    -------    --------
  
  Cash and cash equivalents,
    end of period            $ 4,145    $    392    $    -    $   4,537
                             =======    ========    ======    =========
  
  
  Consolidating
  Statement of
  Operations Information
  Year Ended
  December 31, 1998           Cadiz    Sun World  Eliminations  Consolidated
                             ------    ---------  ------------  ------------
  Revenues                   $ 2,003    $  95,742  $  (1,900)   $ 95,845
  Income from partnership          -       10,699          -      10,699
                             -------    ---------   --------    --------
  
    Total revenues             2,003      106,441     (1,900)    106,544
  
  Costs and expenses:
  Cost of sales                  144       75,015       (417)     74,742
  General and administrative   4,631        8,588     (1,483)     11,736
  Special litigation           1,308            -          -       1,308
  Depreciation and
    amortization               1,182        7,506          -       8,688
                             -------    ---------   --------    --------
  
  Total costs and expenses     7,265       91,109     (1,900)     96,474
                             -------    ---------   --------    --------
  
  Operating profit (loss)     (5,262)      15,332          -      10,070
  
  Interest expense, net        2,403       15,137          -      17,540
                             -------    ---------   --------    --------
  
  Net income (loss)           (7,665)   $     195   $      -   $  (7,470)
                             =======    =========   ========   =========
  
  Consolidating
  Balance Sheet Information
  December 31, 1998           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  ASSETS
  
  Current assets:
    Cash and cash
     equivalents             $ 7,493    $   6,142   $      -   $  13,635
    Accounts receivable,
      net                         77        6,218          -       6,295
    Due from affiliate            71            -        (71)          -
    Inventories                    -       15,140       (121)     15,019
    Prepaid expenses and
      other                      253          739          -         992
                             -------    ---------   --------    --------
  
      Total current assets     7,894       28,239       (192)     35,941
  
  Investment in partnership        -        1,169          -       1,169
  Investment in subsidiary    30,738            -    (30,738)          -
  Property, plant,
    equipment and
     water programs, net      32,174      133,848          -     166,022
  Other assets                 4,585        6,642          -      11,227
                             -------    ---------   --------    --------
  
                             $75,391   $  169,898  $ (30,930)  $ 214,359
                             =======    =========   ========  ==========
  
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
  Accounts payable           $   701   $    8,052  $       -   $   8,753
  Accrued liabilities          1,826        5,020          -       6,846
  Due to affiliate                 -          192       (192)          -
  Long-term debt,
    current portion                9          604          -         613
                             -------    ---------   --------    --------
  
  Total current liabilities    2,536       13,868      (192)      16,212
  
  Long-term debt              23,145      119,172         -      142,317
  Deferred income taxes            -        5,447         -        5,447
  Other liabilities                -          673         -          673
  
  Stockholders' equity:
  Common stock                   336            -         -          336
  Additional paid-in
    capital                  127,662       34,183   (34,183)     127,662
  Accumulated deficit        (78,288)      (3,445)    3,445      (78,288)
                             -------    ---------   --------    --------
  
    Total stockholders'
       equity                 49,710       30,738   (30,738)      49,710
                             -------    ---------   --------    --------
  
                            $ 75,391   $  169,898 $ (30,930)   $ 214,359
                             =======    =========   ========  ==========
  Consolidating
  Statement of
  Cash Flow Information
  Year Ended
  December 31, 1998          Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  
  Net cash used for
    operating activities    $ (4,420)  $   (3,477) $      -    $   (7,897)
                             -------    ---------   --------    --------
  
  Cash flows from
    investing activities:
    Additions to property,
      plant and equipment     (2,910)      (4,398)        -        (7,308)
    Additions to water
     programs                   (856)           -         -          (856)
    Additions to
     developing crops              -       (3,396)        -        (3,396)
    Proceeds from disposal
       of property,
       plant and equipment        27          361         -           388
    Partnership distributions      -       15,859         -        15,859
    Increase in other assets     (71)      (1,949)        -        (2,020)
                             -------    ---------   --------     --------
  
    Net cash (used for)
     provided by
     investing activities     (3,810)       6,477         -         2,667
  
  Cash flows from
    financing activities:
    Net proceeds from
     issuance of stock         2,154            -         -         2,154
    Proceeds from
      issuance of
      long-term debt          10,000        2,000         -        12,000
    Principal payments
      on long-term debt          (21)        (566)        -          (587)
                             -------    ---------   --------     --------
  
  Net cash provided
    by financing activities   12,133        1,434         -        13,567
                             -------    ---------   --------     --------
  
  Net increase in cash
    and cash equivalents       3,903        4,434         -         8,337
  
  Cash and cash equivalents,
    beginning of period        3,590        1,708         -         5,298
                             -------    ---------   --------     --------
  
  Cash and cash equivalents
    end of period            $ 7,493    $   6,142    $    -    $   13,635
                             =======    =========    ======    ==========
  
  NOTE 10 - INCOME TAXES
  ----------------------
       Deferred taxes are recorded based upon differences between the
  financial statement and tax bases of assets and liabilities and available
  carryforwards.  Temporary differences and carryforwards which gave rise to
  a significant portion of deferred tax assets and liabilities as of December
  31, 1999 and 1998 are as follows (in thousands):
                                                    December 31,
                                                   1999     1998
                                                   ----      ----
  
            Deferred tax liabilities:
              Fixed asset basis difference       $7,515     $ 5,618
              Other                                  77           -
                                                 ------      ------
  
                 Total deferred tax liabilities   7,592       5,618
                                                 ------      ------
  
            Deferred tax assets:
              Net operating losses               31,421      25,813
              Reserve for notes receivable        1,178       1,178
              Fixed asset basis difference        6,300       6,300
              State taxes                         1,884       1,649
              Other                                   -         550
                                                 ------      ------
  
                 Total deferred tax assets       40,783      35,490
  
              Valuation allowance for
                deferred tax assets              (38,638)   (35,319)
                                                 ------      ------
  
                 Net deferred tax assets          2,145         171
                                                 ------      ------
  
                 Net deferred tax liability      $5,447     $ 5,447
                                                 ======      ======
  
       As of December 31, 1999, the Company had net operating loss (NOL)
  carryforwards of approximately $88.5 million for federal income tax
  purposes.  Such carryforwards expire in varying amounts through the year
  2019.  At December 31, 1999, the Company has state NOL carryforwards of
  $15.0 million.  These NOL carryforwards expire in varying amounts through
  the year 2004.
       A reconciliation of the income tax benefit to the statutory federal
  income tax rate is as follows (dollars in thousands):
  
                                          Year Ended December 31,
                                           ----------------------
                                         1999       1998       1997
                                         ----       ----       ----
  
       Expected federal
         income tax benefit at 34%     $(2,922)  $(2,540)   $ (2,903)
       Loss with no tax benefit
         provided                        2,718     2,414       2,981
       State income tax                      -       451           -
       Amortization                         79        79          79
       Utilization of net
         operating losses                    -      (601)          -
       Other non-deductible
         expenses                          125       197        (157)
                                        ------    ------      ------
  
         Income tax benefit            $     -    $    -     $     -
                                       =======    ======      ======
  
  NOTE 11 - EMPLOYEE BENEFIT PLANS
   --------------------------------
       The Company has a 401(k) Plan for its salaried employees. Employees
  must work 1,000 hours and have completed one year of service to be eligible
  to participate in this plan.  Sun World matches 75% of the first four
  percent deferred by an employee up to $1,600 per year.  In addition, Sun
  World maintains a defined contribution pension plan covering substantially
  all of its employees who (i) are not covered by a collective bargaining
  agreement, (ii) have at least one year of service and (iii) have worked at
  least 1,000 hours.  Contributions are 2% of each covered employee's salary.
  For those hourly employees covered under a collective bargaining agreement,
  contributions are made to a multi-employer pension plan in accordance with
  negotiated labor contracts and are generally based on the number of hours
  worked.
  
  
  NOTE 12 - PREFERRED AND COMMON STOCK
  -------------------------------------
  
       The Company has an authorized class of 100,000 shares of preferred
  stock.  All preferred stock issued was converted to common stock as of
  December 31, 1997.  During 1997, the Company paid $1,717,000 of preferred
  stock dividends with common stock.
  
  
  NOTE 13 - STOCK-BASED COMPENSATION PLANS AND WARRANTS
  -----------------------------------------------------
  
  STOCK OPTIONS AND WARRANTS
  
       The Company issues options pursuant to its 1996 Stock Option Plan (the
  "1996 Plan") and the 1998 Non-Qualified Stock Option Plan (the "1998 Plan")
  approved by the Board of Directors in February 1998. The plans provide for
  the granting of up to 4,000,000 shares.  At December 31, 1999, the Company
  has 626,000 options remaining that can be granted under the plans.  All
  options are granted at a price approximating fair market value at the date
  of grant, have vesting periods ranging from issuance date to five years,
  have maximum terms ranging from five to seven years and are issued to
  directors, officers, consultants and employees of the Company.  During the
  year ended December 31, 1999, the Company granted options to purchase
  800,000 shares of the Company's common stock at a weighted-average exercise
  price of $7.58 per share.
  
       Compensation cost for stock options is measured as the excess, if any,
  of the quoted market price of the Company's stock at the date of the grant
  over the amount an employee must pay to acquire the stock.  Had
  compensation cost for these plans been determined using fair value, as
  explained below, the Company's net loss and net loss per common share would
  have increased to the following pro forma amounts (dollars in thousands):
  
                                          Year Ended December 31,
                                          -----------------------
                                         1999      1998       1997
                                         ----      ----       ----
  
   Net loss applicable to
    common stock:  As reported         $ (8,594) $(7,470)  $ (9,751)
                   Pro forma           $(12,134) $(8,833)  $(11,416)
   Net loss per
    common share:  As reported         $   (.25) $  (.23)  $   (.33)
                   Pro forma           $   (.35) $  (.27)  $   (.39)
  
  
       The fair value of each option granted during the periods reported 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
  6.67% for 1999, 4.87% for 1998 and 5.43% for 1997; expected volatility of
  46.9% for 1999, 61.6% for 1998 and 44.4% for 1997; expected life of 5 years
  for 1999 and 1998, and 4.8 years for 1997; and an expected dividend yield
  of zero for all three years.
  
       The following table summarizes stock option activity for the periods
  noted.  All options listed below were issued to officers, directors,
  employees and consultants.
  
                                                            Weighted-
                                                            Average
                                                            Exercise
                                                  Amount     Price
                                                 ---------  --------
  
    Outstanding at December 31, 1996            3,866,000    $ 4.44
       Granted                                    527,500    $ 5.61
       Expired or canceled                       (120,000)   $ 4.80
       Exercised                                 (348,500)   $ 4.17
                                                 --------
  
    Outstanding at December 31, 1997            3,925,000    $ 4.61
       Granted                                    525,000    $ 9.12
       Expired or canceled                        (42,500)   $ 6.44
       Exercised                                 (515,600)   $ 4.18
                                                 --------
  
    Outstanding at December 31, 1998            3,891,900    $ 5.26
       Granted                                    800,000    $ 7.58
       Expired or canceled                        (66,000)   $ 7.20
       Exercised                               (1,513,150)   $ 4.50
  
                                                ----------
  
    Outstanding at December 31, 1999            3,112,750(a) $ 6.21
                                                 =========
  
    Options exercisable at December 31, 1997    2,297,500    $ 4.40
                                                =========
  
    Options exercisable at December 31, 1998    2,472,900    $ 4.50
                                                =========
  
    Options exercisable at December 31, 1999    2,306,500    $ 5.64
                                                =========
  
    Weighted-average remaining
      contractual life of
       options outstanding at
       December 31, 1999                            2.68
                                                 =======
  
       (a)   Exercise prices vary from $4.50 to $9.375 and expiration dates
       vary from September 2001 to November 2004.
  
       The weighted-average fair value of options granted during the years
  1999, 1998 and 1997 were $3.71, $3.60 and $2.55, respectively.
  
       During the years ended December 31, 1999, 1998 and 1997, the Company
  issued 250,000, 225,000, and 275,000 warrants with weighted-average
  exercise prices of $6.50, $7.00 and $6.45, respectively.  During the year
  ended December 31, 1997, 240,000 warrants with a weighted-average exercise
  price of $0.05 were exercised. No warrants expired or were canceled during
  any of the three periods discussed.  At December 31, 1999 there were
  750,000 warrants outstanding at a weighted-average exercise price of $6.59
  per share, which expire through 2004.  See Note 9 for further discussion of
  these warrants.
  
  RESTRICTED STOCK AWARD
  
       Following the acquisition of Sun World in 1996, the Company's Chief
  Executive Officer was awarded a stock bonus of 125,000 shares of restricted
  common stock at no cost.  The Company issued 25,000, 25,000 and 75,000 of
  these shares during the years ended December 31, 1999, 1998 and 1997,
  respectively.  Compensation expense was recognized as earned over the
  period of service.
  
  
  NOTE 14 - CONTINGENCIES
  -----------------------
  
       In December 1995, the Company filed an action relative to the proposed
  construction and operation of a landfill (the "Rail-Cycle Project") which
  was to be located adjacent to the Company's Cadiz property with the
  Superior Court in San Bernardino County, California.  The action challenges
  the various decisions by the County of San Bernardino relative to the
  proposed Rail-Cycle Project and seeks compensatory damages.  On or about
  September 30, 1998, the Court granted defendants' motions for summary
  judgement, finding that the Company's procedural due process claim is not
  ripe due to the fact that, as the Rail-Cycle Project cannot proceed without
  voter approval of a business license tax, there is no actual concrete
  injury to the Company at this point in time.  The Company has appealed this
  decision.
  
       Also pending are suits filed by the Company in the United States
  District Court, Central District of California (the "Federal Court Action")
  and in Los Angeles Superior Court (West Division) ("the State Court
  Action") against Waste Management, Inc. ("WMI"), certain key executives and
  consultants of WMI, and certain other parties in interest as to the Rail-
  Cycle Project, which suits assert claims arising from activities of
  defendants adverse to the Company in connection with the Rail-Cycle
  Project.  In the Federal Court Action, appeals are currently pending
  concerning the dismissal by the trial court of those of the Company's
  claims which are not being pursued by the Company in the State Court
  Action.  These civil actions are based in part upon evidence made available
  to the Company on account of a pending criminal investigation into WMI's
  activities concerning the Rail-Cycle Project, which has resulted in
  criminal indictments against WMI and others.  In the State Court Action,
  the Company filed its Second Amended Complaint in February 2000.  The
  Company intends to continue to vigorously prosecute its claims against WMI.
  
       Prior to the acquisition of Sun World, the Internal Revenue Service
  (IRS) had filed claims against Sun World and certain of its subsidiaries
  (collectively "the Sun World Claimants"), for taxes refunded for workers
  that the IRS claims were employees.  The Sun World Claimants contend that
  the workers are excluded from the definition of employment under the
  Internal Revenue Code.  On January 21, 1998, the District Court ruled in
  favor of one of the Sun World Claimants. The IRS has appealed this
  decision.  Management believes that the likelihood of an unfavorable future
  outcome with regard to this matter is remote.  Accordingly, the Company
  released $3,780,000 of reserves related to this matter at December 31, 1997
  which are reported on the Consolidated Statement of Operations as
  Litigation Benefit.
  
       In the normal course of its agricultural operations, the Company
  handles, stores, transports and dispenses products identified as hazardous
  materials.  Regulatory agencies periodically conduct inspections and,
  currently, there are no pending claims with respect to hazardous materials.
  
       The Company is involved in other legal and administrative proceedings
  and claims.  In the opinion of management, the ultimate outcome of each
  proceeding or all such proceedings combined will not have a material
  adverse impact on the Company's financial statements.
  
  
  NOTE 15 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
  ----------------------------------------------------
  
  (In thousands except per share data)
                                        Quarter Ended
                           ----------------------------------------
                         March 31, June 30,   September 30,December 31,
                            1999     1999          1999      1999
                            ----     ----          ----      ----
  
  Revenues                 $6,560    $26,193      $60,644   $21,832
  Gross profit                911      7,628       15,976     6,893
  Net income (loss)        (7,421)    (1,908)       2,993    (2,258)
  Net income (loss)
   per common share        $ (.22)    $ (.06)     $   .09   $  (.06)
  
                                        Quarter Ended
                           -----------------------------------------
                         March 31,  June 30, September 30,December 31,
                            1998      1998        1998       1998
                            ----      ----        ----       ----
  
  Revenues                 $  5,484  $ 22,619     $ 45,596  $ 32,845
  Gross profit                  471     5,664        8,008    17,659
  Net income (loss)          (7,190)   (3,065)      (4,894)    7,679
  Net income (loss)
    per common share       $   (.22)   $ (.09)      $ (.15)   $  .23
  
  
  			REPORT OF INDEPENDENT ACCOUNTANTS
  
  
  To the Board of Directors and Stockholder of
  Sun World International, Inc.
  
  
       In our opinion, the accompanying consolidated balance sheet and the
  related consolidated statements of operations and accumulated deficit and
  cash flows present fairly, in all material respects, the financial position
  of Sun World International, Inc., a wholly-owned subsidiary of Cadiz Inc.,
  and its subsidiaries at December 31, 1999 and 1998, and the results of
  their operations and their cash flows for each of the three years in the
  period ended December 31, 1999 in conformity with accounting principles
  generally accepted in the United States.  These financial statements are
  the responsibility of the Company's management; our responsibility is to
  express an opinion on these financial statements based on our audits.  We
  conducted our audits of these statements in accordance with auditing
  standards generally accepted in the United States, which require that we
  plan and perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement.  An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements, assessing the accounting principles used and
  significant estimates made by management, and evaluating the overall
  financial statement presentation.  We believe that our audits provide a
  reasonable basis for the opinion expressed above.
  
  
  
  /s/  PricewaterhouseCoopers
  ----------------------------------
        PricewaterhouseCoopers LLP
  
  
  Los Angeles, California
  February 15, 2000
  
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A Wholly-Owned Subsidiary of Cadiz Inc.)
  
                      Consolidated Financial Statements
  
                 For the Three Years Ended December 31, 1999
  
  
  SUN WORLD INTERNATIONAL, INC.
  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
   Consolidated Statement of Operations and Accumulated Deficit
  
  
                                          Year Ended December 31,
  ($ in thousands)                       1999       1998      1997
                                         ____       ____      ____
  
  
  
  Revenues                            $ 114,890  $  95,742   $ 98,541
  Income from partnerships                  328     10,699      1,388
                                      _________   ________   ________
  
   Total revenues                       115,218    106,441     99,929
                                      _________   ________   ________
  
  Costs and expenses:
   Cost of sales                         84,140     75,015     76,535
   General and administrative             9,058      8,588      9,332
   Litigation benefit                         -          -     (3,780)
   Depreciation and amortization          7,712      7,506      6,751
                                      _________   ________   ________
  
                                        100,910     91,109     88,838
                                      _________   ________   ________
  
  Operating income                       14,308     15,332     11,091
  
  Interest expense, net                  14,879     15,137     13,908
                                      _________   ________   ________
  
  Net income (loss)                        (571)       195     (2,817)
  
  Accumulated deficit at
   beginning of period                   (3,445)    (3,640)      (823)
                                      _________   ________   ________
  
  Accumulated deficit at
    end of period                     $  (4,016) $  (3,445) $  (3,640)
                                      ==========  =========  ========
  
  
  See accompanying notes to the consolidated financial statements.
  
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
                         Consolidated Balance Sheet
  
                                                  December 31,
  ($ in thousands)                               1999      1998
                                                 ____      ____
  ASSETS
  
  Current assets:
   Cash and cash equivalents                  $    392  $  6,142
   Accounts receivable, net                      8,431     6,218
   Inventories                                  18,625    15,140
   Prepaid expenses and other                      531       738
                                                _______   _______
  
  
      Total current assets                      27,979    28,238
  
  Investment in partnerships                     1,497     1,169
  
  Property, plant, equipment, and
    water programs, net                        132,298   133,848
  
  Other assets                                   6,911     6,643
                                               _______   _______
  
   Total assets                               $168,685  $169,898
                                              ========  ========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  Current liabilities:
   Accounts payable                           $  7,415  $  8,052
   Accrued liabilities                           6,149     5,020
   Due to parent                                     -       193
   Long term debt due in one year                  704       604
                                                 _______   _______
  
       Total current liabilities                 14,268    13,869
  
  Long-term debt                                118,429   119,172
  
  Deferred income taxes                           5,447     5,447
  
  Other liabilities                                 374       672
  
  Commitments and contingencies
  
  Stockholder's equity:
   Common stock, $.01 par value,
     300,000 shares authorized;
    42,000 shares issued and outstanding              -         -
   Additional paid-in capital                    34,183    34,183
   Accumulated deficit                           (4,016)   (3,445)
                                                ________  ________
  
    Total stockholder's equity                   30,167    30,738
                                                 ________  ________
  
   Total liabilities and
      stockholder's equity                     $168,685  $169,898
                                               ========  ========
  
  
  See accompanying notes to the consolidated financial statements.
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
                    Consolidated Statement of Cash Flows
  
  
  
                                                Year Ended December 31,
  ($ in thousands)                           1999       1998         1997
                                             ____       ____          ____
  
  
  Cash flows from operating activities:
  Net income (loss)                       $   (571)    $    195    $  (2,817)
  Adjustments to reconcile net
  income (loss) to net
  cash provided by (used for)
  operating activities:
    Depreciation and amortization             8,570      8,450         7,764
    Litigation benefit                            -          -        (3,780)
    Gain on disposal of assets                 (110)      (189)          (38)
    Share of partnership operations            (328)   (10,699)       (1,388)
    Changes in operating assets
    and liabilities:
     (Increase) decrease in accounts
       receivable                            (2,213)      (355)        1,639
     (Increase) decrease in inventories      (3,405)    (1,637)          520
     Decrease in prepaid expenses
       and other                                207        431           295
     (Decrease) increase in accounts payable   (637)       245         1,704
     Increase (decrease) in accrued
       liabilities                            1,129        (90)        1,060
     (Decrease) increase in due to parent      (193)       107          (246)
     Decrease in other current liabilities        -          -          (591)
     Decrease) increase in other
       liabilities                             (298)        68            64
                                             ________  ________      ________
  
  
    Net cash provided by (used for)
      operating activities                    2,151     (3,474)        4,186
                                            ________   ________       _______
  
  
  Cash flows from investing activities:
  Additions to property, plant, equipment,
    and water programs                       (2,679)    (4,399)       (1,476)
  Additions to developing crops              (3,531)    (3,396)       (4,725)
  Proceeds from disposal of property,
    plant and equipment                         233        361         2,784
  Partnership distributions                       -     15,859         1,165
  (Increase) decrease in other assets        (1,249)    (1,950)          472
                                            ________   ________      ________
  
    Net cash (used for) provided by
    investing activities                     (7,226)     6,475        (1,780)
                                             ________  ________     ________
  
  Cash flows from financing activities:
  Proceeds from issuance of long-term debt        -      2,000       115,005
  Principal payments on long-term debt         (675)      (567)     (132,017)
  Debt issuance costs                             -          -        (5,761)
  Return of capital to parent                     -          -        (9,100)
                                            _______    _______      ________
  
    Net cash (used for) provided by
    financing activities                       (675)     1,433       (31,873)
                                             ________  ________       ________
  
  Net (decrease) increase in cash
   and cash equivalents                      (5,750)     4,434       (29,467)
                                             ________  ________     ________
  
  Cash and cash equivalents at
   beginning of period                        6,142      1,708        31,175
                                             ________  ________     ________
  
  
  Cash and cash equivalents at end
   of period                                 $  392   $  6,142    $    1,708
                                             ======   ========    ==========
  
  
  See accompanying notes to the consolidated financial statements.
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
  
                 Notes to Consolidated Financial Statements
  
  
  NOTE 1 - NATURE OF OPERATIONS
  ______________________________
  
     Founded in 1975, Sun World International, Inc. ("SWII") and its
  subsidiaries (the "Company") operates as the agricultural segment of
  Cadiz Inc. ("Cadiz").  The Company is an integrated agricultural
  operation that farms more than 21,000 acres, primarily located in two
  major growing areas of California:  the San Joaquin Valley and the
  Coachella Valley.  Fresh produce, including table grapes, stonefruit,
  citrus, peppers and watermelons is marketed, packed and shipped to food
  wholesalers and retailers located throughout the United States and to
  more than 25 foreign countries. The Company owns and operates three cold
  storage and/or packing facilities located in California, of which two
  are operated and one is leased to a third party.
  
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  __________________________________________________
  
  PRINCIPLES OF CONSOLIDATION
  
     The consolidated financial statements include the accounts of SWII
  and its subsidiaries, substantially all of which are wholly-owned.  All
  significant intercompany transactions have been eliminated.
  
  RECLASSIFICATIONS
  
     These financial statements reflect certain reclassifications made to
  the prior period balances to conform with the current year presentation.
  
  USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
  
     The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities
  and disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from those
  estimates.
  
     REVENUE RECOGNITION
  
       The Company recognizes crop sale revenue, packing revenue and
  marketing commissions upon shipment to customers.
  
     RESEARCH AND DEVELOPMENT
  
       The Company incurs costs to research and develop new varieties of
  proprietary products.  Research and development costs are expensed as
  incurred.  Such costs were approximately $1,450,000 for the year ended
  December 31, 1999, $1,249,000 for the year ended December 31, 1998,
  $809,000 for the year ended December 31, 1997.
  
  CASH AND CASH EQUIVALENTS
  
          The Company considers all short-term deposits with an original
  maturity of three months or less to be cash equivalents.  The Company
  invests its excess cash in deposits with major international banks and
  short-term commercial paper and, therefore, bears minimal risk.  Such
  investments are stated at cost, which approximates fair value, and are
  considered cash equivalents for purposes of reporting cash flows.
  
     INVENTORIES
  
      Growing crops, pepper seed, and materials and supplies are stated
  at the lower of cost or market, on a first-in, first-out (FIFO) basis.
  Growing crops inventory includes direct costs and an allocation of
  indirect costs.
  
     INVESTMENT IN PARTNERSHIPS
  
       The Company, through a wholly-owned subsidiary, owns a 50% interest
  in ASC/SWB Partnership, formerly named American SunMelon (the
  "Partnership"). In October 1998, the Partnership sold substantially all
  of its assets to a third party for $35 million in cash.  In conjunction
  with the sale, The Company received an initial distribution of $15.2
  million from the Partnership.  The Partnership was engaged in
  proprietary development, production, and marketing of seedless
  watermelon seed.  The Company accounts for its investment in the
  Partnership using the equity method.
  
     PROPERTY, PLANT, EQUIPMENT, AND WATER PROGRAMS
  
          Property, plant, equipment, and water programs are stated at
  cost. The Company capitalizes direct and certain indirect costs of
  planting and developing orchards and vineyards during the development
  period, which varies by crop and usually ranges from three to seven
  years.  Depreciation commences in the year commercial production is
  achieved.
  
       Permanent land development costs, such as acquisition costs,
  clearing, initial leveling and other costs required to bring the land
  into a suitable condition for general agricultural use, are capitalized
  and not depreciated since these costs have an indeterminate useful life.
  
     Depreciation is provided using the straight-line method over the
  estimated useful lives of the assets, generally ten to forty-five years
  for land improvements and buildings, three to twenty-five years for
  machinery and equipment, and five to thirty years for permanent crops.
  
           Water programs are stated at cost.  All costs directly
  attributable to the development of such programs are being capitalized
  by the Company.
  
     IMPAIRMENT OF LONG-LIVED ASSETS
  
    The Company annually evaluates its long-lived assets, including
  intangibles, for potential impairment.  When circumstances indicate that
  the carrying amount of the asset may not be recoverable, as demonstrated
  by estimated future cash flows, an impairment loss would be recorded
  based on fair value.
  
     OTHER ASSETS
  
    Capitalized loan fees represent costs incurred to obtain debt
  financing.  Such costs are amortized over the life of the related loan.
  At December 31, 1999, the majority of capitalized loan fees relate to
  the issuance of the First Mortgage Notes described in Note 9.
  
    Trademark development costs represent legal costs incurred to obtain
  and defend patents and trademarks related to the Company's proprietary
  products throughout the world.  Such costs are capitalized and amortized
  over their estimated useful life, which range from 10 to 20 years.
  
     INCOME TAXES
  
    The Company is included in the consolidated federal and combined
  state tax returns of Cadiz. The Company and Cadiz have a tax sharing
  agreement which provides that the Company's current tax liability is
  determined as though the Company filed its own returns.  Income taxes
  are provided for using an asset and liability approach which requires
  the recognition of deferred tax assets and liabilities for the expected
  future tax consequences of temporary differences between the financial
  statement and tax bases of assets and liabilities at the applicable
  enacted tax rates.  A valuation allowance is provided when it is
  uncertain that some portion or all of the deferred tax assets will be
  realized.
  
     SUPPLEMENTAL CASH FLOW INFORMATION
  
    Cash payments for interest for the years ended December 31, 1999,
  1998 and 1997 were $14,204,000, $14,362,000 and $11,802,000,
  respectively.
  
  
  NOTE 3 - ACCOUNTS RECEIVABLE
  _____________________________
  
           Accounts receivable consist of the following (dollars in
  thousands):
  
                                                 December 31,
                                               1999     1998
                                               ____      ____
  
   Trade receivables                         $ 4,742   $ 4,092
   Due from growers                              582       231
   Other                                       3,331     2,179
                                              ______    ______
  
                                               8,655     6,502
  
    Less allowance for doubtful accounts        (224)     (284)
                                               ______    ______
  
                                             $ 8,431   $ 6,218
                                             =======    ======
  
     Substantially all domestic trade receivables are from large national
  and regional supermarket chain stores and produce brokers and are
  unsecured.  Amounts due from unaffiliated growers represent receivables
  for harvest advances and for services (harvest, haul and pack) provided
  on behalf of growers under agreement with the Company and are recovered
  from proceeds of product sales.  Other receivables primarily include
  wine grape and raisin sales, proceeds due from third party marketers and
  other miscellaneous receivables.
  
     Revenues attributable to one national retailer totaled $14.4 million
  in 1999, $11.9 million in 1998 and $13.6 million in 1997.  Export sales
  accounted for approximately 10.3%, 8.5% and 11.4% of the Company's
  revenues for the years ended December 31, 1999, 1998 and 1997,
  respectively.
  
  
  NOTE 4 - INVENTORIES
  _____________________
  
     Inventories consist of the following (dollars in thousands):
  
                                               December 31,
                                              1999      1998
                                              ____      ____
  
  
          Growing crops                     $14,499   $11,329
          Pepper seed                         1,028     1,344
          Harvested product                      98       360
          Materials and supplies              3,000     2,107
                                              _______   _______
  
                                            $18,625   $15,140
                                             ========  =======
  
  
  NOTE 5 - PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
  _______________________________________________________
  
     Property, plant, equipment, and water projects consist of the
  following (dollars in thousands):
                                                   December 31,
                                                   1999    1998
                                                   ____     ____
  
  
          Land                                 $51,588   $50,112
          Permanent crops                       58,129    58,893
          Developing crops                       8,862     5,167
          Buildings                             20,440    20,381
          Machinery and equipment               13,540    12,508
          Water programs                         2,135     2,135
                                                _______   _______
  
                                               154,694   149,196
  Less accumulated depreciation                (22,396)  (15,348)
                                                _______   _______
  
  
                                              $132,298  $133,848
                                               ========  ========
  
  
  NOTE 6 - OTHER ASSETS
  _____________________
  
       Other assets consist of the following (dollars in thousands):
  
                                                   December 31,
                                                   1999    1998
                                                   ____     ____
  
  
          Capitalized loan fees, net              $ 3,274   $ 4,088
          Other receivables                         1,849     1,498
          Capitalized trademark development, net    1,323       989
          Other                                       465        68
                                                   _______   _______
  
  
                                                  $ 6,911   $ 6,643
                                                  =======   =======
  
  
  NOTE 7 - ACCRUED LIABILITIES
  ____________________________
  
       Accrued liabilities consist of the following (dollars in
  thousands):
  
                                                   December 31,
                                                   1999     1998
                                                   ____     ____
  
  
          Interest                             $ 2,732   $ 2,732
          Payroll and benefits                   2,298     1,375
          Other                                  1,119       913
                                                _______   _______
  
                                               $ 6,149   $ 5,020
                                               =======   =======
  
  NOTE 8 - REVOLVING CREDIT FACILITIES
  __________________________________________
  
       In February 2000, Sun World obtained a one year renewal of its $30
  million Revolving Credit Facility.  The Revolving Credit Facility is
  secured by eligible accounts receivable and inventory, and is guaranteed
  by the Company.  Amounts borrowed under the facility will accrue
  interest at either prime plus 1.0% or LIBOR plus 2.50% at the Company's
  election.  No amounts were outstanding under the Revolving Credit
  Facility at December 31, 1999 and 1998.
  
  
  NOTE 9 - LONG-TERM DEBT
  _______________________
  
     Management estimates that the fair value of the Company's long-term
  debt approximates the carrying value for all debt instruments except the
  Series B First Mortgage Notes ("First Mortgage Notes"). The fair value
  of the First Mortgage Notes is estimated to be approximately $117.9
  million based on quoted market prices as of December 31, 1999. At
  December 31, 1999 and December 31, 1998, the carrying amount of the
  Company's outstanding debt is summarized as follows (dollars in
  thousands):
  
                                                       December 31,
                                                     1999       1998
                                                     ____        ____
  
  Series B First Mortgage Notes,
    interest payable
   semi-annually with principal due
   in April 2004,  interest at 11.25%              $ 115,000  $ 115,000
  
  Note payable to bank, quarterly principal
   installments of $72 plus interest payable
    monthly, due December 31, 2003, interest
    at prime(8.75% at December 31, 1999 and
    7.75% at December 31, 1998)                        1,714      2,000
  
   Note payable to insurance company, quarterly
     installments of $93 (including interest),
     due September 13, 2006, interest at 7.75%         1,896      2,110
     Note payable to finance company, monthly
       Installments of $18 (including interest),
       due July 1, 2002, interest at 7.50%               492        666
  
   Other                                                  31          -
                                                    ________   ________
  
                                                     119,133    119,776
  
     Less: current portion                              (704)      (604)
                                                    ________   ________
  
                                                   $ 118,429  $ 119,172
                                                   =========   ========
  
  
     Annual maturities of long-term debt outstanding on December 31, 1999
  are as follows:  2000 - $704;  2001 - $738; 2002 - $660; 2003 - $578;
  2004 - $115,599 and thereafter - $854.
  
       In April 1997, the Company issued $115 million of Series A First
  Mortgage Note through a private placement.  The notes have subsequently
  been exchanged for Series B First Mortgage Notes, which are registered
  under the Securities Act of 1933 and are publicly traded.  The First
  Mortgage Notes are secured by a first lien (subject to certain permitted
  liens) on substantially all of the assets of the Company and its
  subsidiaries other than growing crops, crop inventories and accounts
  receivable and proceeds thereof, which secure the Revolving Credit
  Facility.  The First Mortgage Notes are also guaranteed by Cadiz and by
  certain subsidiaries of the Company.  Cadiz also pledged all of its stock
  in the Company as collateral for its guarantee.
  The guarantees by the Sun World Subsidiary Guarantors are full,
  unconditional, and joint and several.  Sun World and the Sun World
  Subsidiary Guarantors comprise all of the direct and indirect subsidiaries
  of Cadiz other than inconsequential subsidiaries.  Additionally,
  management believes that the direct and indirect non-guarantor subsidiaries
  are inconsequential, both individually and in the aggregate, to the
  financial statements of the Company for all periods presented.
  The First Mortgage Notes mature April 15, 2004, but are redeemable at
  the option of the Company, in whole or in part, at any time on or after
  April 15, 2001. The First Mortgage Notes include covenants, which restrict
  Cadiz ability to receive distributions from the Company.
  
  
  NOTE 10 - INCOME TAXES
  __________________________
  
  
     Significant components of the Company's deferred income tax assets
  and liabilities as of December 31, 1999 and 1998 are as follows (dollars
  in thousands):
  
                                                   December 31,
                                                  1999      1998
                                                  ____      ____
     Deferred tax liabilities:
          Net fixed assets basis difference    $ 8,141   $ 5,819
                                                ________  _______
  
  
            Total deferred tax liabilities       8,141     5,819
                                                 _______   _______
  
     Deferred tax assets:
          Net operating losses                   4,513     3,220
          Reserve for notes receivable           1,178     1,178
          State taxes                            4,246     1,851
          Other                                    944       483
                                                 _______   _______
  
            Total deferred tax assets           10,881     6,732
  
          Valuation allowance for deferred
            tax assets                         (8,187)    (6,360)
                                               ________  ________
  
  
            Total deferred tax assets net       2,694        372
                                               _______  ________
  
            Net deferred tax liability        $ 5,447    $ 5,447
                                              =======    =======
  
  
     As of December 31, 1999, the Company has net operating loss (NOL)
  carryforwards of approximately $12.0 million for federal income tax
  purposes.  Such carryforwards expire in varying amounts through the year
  2019.  As of December 31, 1999, the Company has state NOL carryforwards
  of approximately $4.9 million.  These NOL carryforwards expire in
  varying amounts through the year 2004.
  
     A reconciliation of the income tax expense to the statutory federal
  income tax rate is as follows (dollars in thousands):
  
                                                   Year Ended
                                                   December 31,
                                                 1999      1998
                                                  ____     ____
  
  
    Expected federal income tax (benefit)
     expense at 34%                             $ (194)   $   66
    Loss with no tax benefit provided              139         -
    State income tax                                 -       424
    Utilization of net operating losses              -      (515)
    Other non-deductible expenses                   55        25
                                                _______   ________
  
  
         Income tax expense                     $    -    $    -
                                                ========  =======
  
  
  NOTE 11 - EMPLOYEE BENEFIT PLANS
  ________________________________
  
     The Company participates in the Cadiz Inc. 401(k) Plan for its
  salaried employees. Employees must work 1,000 hours and have completed
  one year of service to be eligible to participate in this plan.  The
  Company matches 75% of the first four percent deferred by an employee up
  to $1,600 per year.  In addition, the Company maintains a defined
  contribution pension plan covering substantially all of its employees
  who (i) are not covered by a collective bargaining agreement, (ii) have
  at least one year of service and (iii) have worked at least 1,000 hours.
  Contributions are 2% of each covered employee's salary.  For those
  hourly employees covered under a collective bargaining agreement,
  contributions are made to a multi-employer pension plan in accordance
  with negotiated labor contracts and are generally based on the number of
  hours worked.
  
  
  NOTE 12 - RELATED PARTY TRANSACTIONS
  _____________________________________
  
     Cadiz owns approximately 1,600 acres of irrigated farmland in San
  Bernardino County consisting primarily of citrus and grapes.  Pursuant
  to a ten year lease entered into as of the acquisition date, the Company
  is responsible for the production, packing and handling, and marketing
  of the products on the Cadiz property.  Pursuant to the lease as amended
  in April 1997, Cadiz is to receive annual land rent of $250 per acre or
  $400,000.  In addition, the Company entered into a services agreement
  with Cadiz in which Cadiz provides management and financial services to
  the Company.  The term of the agreement is ten years with an annual fee
  of $1.5 million.  The agreement provides for certain other reimbursement
  of expenses incurred on behalf of the Company. The Company made payments
  to Cadiz of $2.4 million for 1999 and 1998 and $2.1 million for 1997
  pursuant to the services agreement and the lease agreement mentioned
  above. In addition, the Company purchased a citrus ranch from Cadiz at
  book value of $1.5 million in January 1999.
  
     The Company has an intercompany revolving credit agreement with
  Cadiz for seasonal working capital needs as needed.  No amount was
  outstanding under the intercompany revolver as of December 31, 1999 or
  1998.
  
  
  NOTE 13 - CONTINGENCIES
  _______________________
  
       Prior to the acquisition of the Company by Cadiz, the Internal
  Revenue Service (IRS) had filed claims against the Company and certain
  of its subsidiaries (collectively "the Sun World Claimants"), for taxes
  refunded for workers that the IRS claims were employees.  The Sun World
  Claimants contend that the workers are excluded from the definition of
  employment under the Internal Revenue Code.  On January 21, 1998, the
  District Court ruled in favor of one of the Sun World Claimants. The IRS
  has appealed this decision. Management believes that the likelihood of
  an unfavorable future outcome with regard to this matter is remote.
  Accordingly, the Company released $3,780,000 of reserves related to this
  matter at December 31, 1997 which are reported on the Consolidated
  Statement of Operations and Accumulated Deficit as Litigation Benefit.
  
       In the normal course of its agricultural operations, the Company
  handles, stores, transports and dispenses products identified as
  hazardous materials.  Regulatory agencies periodically conduct
  inspections and, currently, there are no pending claims with respect to
  hazardous materials.
  
       The Company is involved in other legal and administrative
  proceedings and claims.  In the opinion of management, the ultimate
  outcome of each proceeding or all such proceedings combined will not
  have a material adverse impact on the Company's financial statements.
  
                                  SIGNATURES
  
  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 hereunto duly authorized.
  
                                Cadiz Inc.
  
                                By: /s/  Stanley E. Speer
                                   ------------------------------
                                   Stanley E. Speer
                                   Chief Financial Officer
  
  Dated:  January 16, 2001
  
  
  
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "jan168k-final.txt", "secsgml_size_bytes": 124185}]
metadata_filer: {"company-data": {"conformed-name": "CADIZ INC", "cik": "0000727273", "assigned-sic": "0700", "irs-number": "770313235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12114", "film-number": "1509459"}, "business-address": {"street1": "100 WILSHIRE BLVD.", "street2": "SUITE 1600", "city": "SANTA MONICA", "state": "CA", "zip": "90401", "phone": "3108994700"}, "mail-address": {"street1": "100 WILSHIRE BLVD.", "street2": "SUITE 1600", "city": "SANTA MONICA", "state": "CA", "zip": "90401-1111"}, "former-company": [{"former-conformed-name": "CADIZ LAND CO INC", "date-changed": "19920703"}, {"former-conformed-name": "PACIFIC AGRICULTURAL HOLDINGS INC", "date-changed": "19920602"}, {"former-conformed-name": "ARIDTECH INC", "date-changed": "19880523"}]}
text: Securities and Exchange Commission
                       Washington, D.C. 20549
  
                              Form 8-K
  
                           Current Report
  
               Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
  
               Date of Report (Date of earliest event reported):
  
                          January 16, 2001
  
                             Cadiz Inc.
         (Exact name of issuer as specified in its charter)
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
                  0-12114                        77-0313235
          (Commission File Number)   (IRS Employer Identification No.)
  
  100 Wilshire Boulevard, Suite 1600, Santa Monica, CA   90401
  (Address of principal executive offices)            (Zip Code)
  
      Registrant's telephone number, including area code: (310) 899-4700
  
  ITEM 5.   OTHER EVENTS.
  
       Historical financial statements of Cadiz Inc. ("Cadiz") and its wholly-
  owned subsidiary, Sun World International, Inc. ("Sun World"), are being
  provided herein to ensure technical compliance with the requirements
  of Financial Reporting Release No. 55 ("FRR-55"), which became effective
  September 25, 2000.
  
       The financial statements of Cadiz provided herein are in all respects
  identical to the financial statements previously filed in the Cadiz Inc.
  Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and
  the Cadiz Inc. Quarterly Report on Form 10-Q for the quarterly period ended
  September 30, 2000, except for the expansion of Note 9 -  Long Term Debt in
  the statements which appeared in the 10-K and the addition of Note 4 - Long
  Term Debt to the statements which appeared in the 10-Q.
  
       The financial statements of Sun World provided herein are identical in
  all respects to those which were previously distributed by Sun World to
  holders of Sun World Series B First Mortgage Notes and which were utilized
  by Cadiz in the preparation by Cadiz of its previously filed financial
  statements on a consolidated basis.
                                  CADIZ INC.
  
                     CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)
  
  For the Nine Months Ended September 30,     2000        1999
                                              ----        ----
                    ($ in thousands except per share data)
  
  Revenues                                $  90,240  $   93,397
                                             ______      ______
  Costs and expenses:
    Cost of sales                             75,064     68,882
    General and administrative                 9,066      9,348
    Special litigation                           360        817
    Depreciation and amortization              6,815      7,229
                                             ______      ______
  
    Total costs and expenses                  91,305     86,276
                                             ______      ______
  
  Operating profit (loss)                     (1,065)     7,121
  
  Interest expense, net                        14,401    13,457
                                              ______     ______
  
  Net loss                                 $  (15,466) $ (6,336)
                                           ==========  ========
  
  Basic and diluted loss per
    common share                             $   (.44) $   (.18)
                                             =========  ========
  
  Basic and diluted weighted
    average shares outstanding                 35,290     34,528
                                              =======    =======
  
  See accompanying notes to the consolidated financial statements.
  
  			           CADIZ INC.
                       CONSOLIDATED BALANCE SHEET
  
                                          (Unaudited)
                                         September 30, December 31,
  ($ in thousands)                            2000        1999
                                              ----        ----
  
  ASSETS
  
  Current assets:
    Cash and cash equivalents                $   548   $  4,537
    Accounts receivable, net                  14,569      8,436
    Inventories                               14,596     18,423
    Prepaid expenses and other                   711        917
                                             ------      ------
  
       Total current assets                   30,424     32,313
  Investment in partnership                    1,528      1,497
  
  Property, plant, equipment and
    water programs, net                      168,690    169,009
  
  Other assets                                11,641     11,283
                                             ------      ------
  
                                            $212,283    $214,102
                                            ========    ========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable                         $12,248       8,110
    Accrued liabilities                        9,738       7,686
    Revolving credit facility                  4,600           -
    Long-term debt, current portion           25,451         725
                                             ------       ------
  
       Total current liabilities              52,037      16,521
  
  Long-term debt                             117,999     142,089
  
  Deferred income taxes                        5,447       5,447
  
  Other liabilities                              672         375
  
  Commitments and contingencies
  
  Stockholders' equity:
  
    Common stock - $.01 par value;
    70,000,000 shares
    authorized; shares issued
    and outstanding -
    35,432,910 at September 30,
    2000 and 35,166,661                          354         352
    at December 31, 1999
  
  Additional paid-in capital                 138,122     136,200
  
  Accumulated deficit                       (102,348)    (86,882)
                                             -------     -------
  
    Total stockholders' equity                36,128      49,670
                                             ------       ------
  
                                             $212,283   $214,102
                                             ========   ========
  
        See accompanying notes to the consolidated financial statements
  
                                  CADIZ INC.
  
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)
  
  For the Nine Months Ended September 30,       2000       1999
                                               ----        ----
  
                                                  ($ in thousands)
  Cash flows from operating activities:
    Net loss                                 $(15,466)   $(6,336)
    Adjustments to reconcile net
     loss from operations
     to net cash used for operating
     activities:
    Depreciation and amortization               8,768      8,824
    Issuance of shares for compensation             -         28
    Gain on disposal of assets                     (3)       (73)
    Share of partnership operations               (31)      (318)
    Stock earned for services                    (938)         -
    Changes in operating assets
     and liabilities:
       Increase in accounts receivable         (6,133)    (7,928)
       Decrease (increase) in inventories       3,438     (3,860)
       Decrease in prepaid expenses
            and other                             206        394
       Increase in accounts payable             4,138      3,067
       Increase in accrued liabilities          2,052      4,319
       Increase (decrease) in other
            liabilities                           297      (241)
                                               ------      -------
  
     Net cash used for operating
       activities                              (3,672)   (2,124)
                                               ------    ------
  Cash flows from investing activities:
    Additions to property, plant
     and equipment                               (900)   (4,629)
    Proceeds from disposal of property,
     plant and equipment                          436       185
    Additions to water programs                (1,248)   (2,023)
    Additions to developing crops              (3,066)   (2,865)
    Increase in other assets                     (371)     (819)
                                               ------      ------
     Net cash used for investing
       activities                              (5,149)  (10,151)
                                               ------   -------
  
  Cash flows from financing activities:
    Net proceeds from issuance of stock           652     6,438
    Proceeds from issuance of long-term debt        -        32
    Principal payments on long-term debt         (420)     (281)
    Net proceeds from short-term debt           4,600         -
                                               ------    -------
     Net cash provided by financing
       activities                               4,832     6,189
                                               ------    ------
  
  Net decrease in cash and cash
    equivalents                                (3,989)   (6,086)
  
  Cash and cash equivalents,
    beginning of period                         4,537    13,635
                                               ------    ------
  
  Cash and cash equivalents,
    end of period                            $    548   $ 7,549
                                             ========   =======
  
        See accompanying notes to the consolidated financial statements
  
                                  CADIZ INC.
  
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (UNAUDITED)
  
  For the Nine Months Ended September 30, 2000
  
  ($ in thousands)
  
                                       Additional             Total
                         Common Stock   Paid-in Accumulated Stockholders'
                       Shares    Amount  Capital   Deficit    Equity
                       --------  -----  --------  --------- ----------
  Balance as of
   December 31, 1999  35,166,661 $ 352 $ 136,200 $ (86,882) $ 49,670
  
  Exercise of stock
   options and
   warrants             166,249      1       651         -       652
  
  Issuance of
   warrants
   to a lender                -      -       247         -       247
  
  Stock issued for
    services            100,000      1     1,024         -     1,025
  
  Net loss                    -      -         -   (15,466)  (15,466)
                        -------   -----   ------   -------    -------
  Balance as of
   September 30,
   2000              35,432,910 $  354 $ 138,122 $(102,348) $ 36,128
                     ==========  =====   ======== =========  =========
  
       See accompanying notes to the consolidated financial statements.
  
  						CADIZ INC.
  			NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  						(UNAUDITED)
  
  NOTE 1 - BASIS OF PRESENTATION
  _______________________________
  
       The Consolidated Financial Statements have been prepared by the
  Company without audit and should be read in conjunction with the
  Consolidated Financial Statements and notes thereto included in the
  Company's latest Form 10-K for the year ended December 31, 1999.  The
  foregoing Consolidated Financial Statements include all adjustments,
  consisting only of normal recurring adjustments which the Company considers
  necessary for a fair presentation.  These financial statements reflect
  certain reclassifications made to the prior period balances to conform with
  the current year presentation.  The results of operations for the nine
  months ended September 30, 2000 are not necessarily indicative of the
  results to be expected for the full fiscal year.
  
       See Note 2 to the Consolidated Financial Statements included in the
  Company's latest Form 10-K for a discussion of the Company's accounting
  policies.
  
  NOTE 2 - INVENTORIES
  _____________________
  
       Inventories consist of the following (dollars in thousands):
  
                                          September 30, December 31,
                                              2000        1999
                                              ----        ----
  
       Growing crops                         $ 8,651   $ 14,297
       Pepper seed                               386      1,028
       Harvested product                       2,842         98
       Materials and supplies                  2,717      3,000
                                             ------      ------
  
                                             $14,596   $ 18,423
                                             =======   ========
  
  NOTE 3 - REVOLVING CREDIT FACILITY
  ----------------------------------
  
       In February 2000, Sun World renewed its $30 million seasonal revolving
  credit facility for an additional year. Amounts borrowed under the facility
  accrue interest at prime plus 1.0% or LIBOR plus 2.5% at the Company's
  election.  In June 2000, the Company increased the revolving credit
  facility to $33 million for the period from June 15, 2000 to July 31, 2000,
  after which the maximum availability under the facility returned to $30
  million.
  
  NOTE 4 - LONG-TERM DEBT
  -----------------------
  
  SUN WORLD OBLIGATIONS
  
       In April 1997, Sun World issued $115 million of Series A First
  Mortgage Notes through a private placement.  The notes have subsequently
  been exchanged for Series B First Mortgage Notes, which are registered
  under the Securities Act of 1933 and are publicly traded.  The First
  Mortgage Notes are secured by a first lien (subject to certain permitted
  liens) on substantially all of the assets of Sun World and its subsidiaries
  other than growing crops, crop inventories and accounts receivable and
  proceeds thereof, which secure the Revolving Credit Facility. The First
  Mortgage Notes mature April 15, 2004, but are redeemable at the option of
  Sun World, in whole or in part, at any time on or after April 15, 2001.
  The First Mortgage Notes include covenants which restrict the Company's
  ability to receive distributions from Sun World.
  
       The First Mortgage Notes are also secured by the guarantees of
  Coachella Growers, Inc., Sun Desert, Inc., Sun World Brands, Sun World
  Management Corporation, Sun World/Rayo, and Sun World International de
  Mexico S.A. de C.V.  (collectively, the "Sun World Subsidiary Guarantors")
  and by the Company.  The Company also pledged all of the stock of Sun
  World as collateral for its guarantee.  Sun World and the Sun World
  Subsidiary Guarantors are all direct and indirect wholly-owned subsidiaries
  of the Company.  The guarantees by the Sun World Subsidiary Guarantors are
  full, unconditional, and joint and several.  Sun World and the Sun World
  Subsidiary Guarantors comprise all of the direct and indirect subsidiaries
  of the Company other than inconsequential subsidiaries.  Additionally,
  management believes that the direct and indirect non-guarantor subsidiaries
  of Cadiz are inconsequential, both individually and in the aggregate, to
  the financial statements of the Company for all periods presented.
  
  SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION
  
       In accordance with the release of Financial Release No. 55 ("FRR 55")
  issued by the Securities and Exchange Commission, condensed consolidating
  financial information as of and for the nine months ended September 30,
  2000 and 1999 for the Company is as follows (in thousands):
  
  Consolidating Statement
   of Operations Information
  Nine Months Ended
    September 30, 2000         Cadiz  Sun World  Eliminations  Consolidated
                             -------   --------  ------------  ------------
  
  Revenues                   $ 1,338   $ 90,224  $  (1,322)    $  90,240
                             -------   --------   --------     ----------
  
  Costs and expenses:
    Cost of sales                  -     75,261       (197)       75,064
    General and
      administrative           3,323      6,868     (1,125)        9,066
    Special litigation           360          -          -           360
    Depreciation and
      amortization               877      5,938          -         6,815
                              ------     ------    -------       -------
  
    Total costs and expenses   4,560     88,067     (1,322)       91,305
                              ------     ------     ------        ------
  
  Operating profit (loss)     (3,222)     2,157          -        (1,065)
  
  Interest expense, net        2,923     11,478          -        14,401
                              ------     ------    -------        ------
  
  Net loss                  $ (6,145)  $ (9,321)  $      -      $(15,466)
                            ========   ========   ========       ========
  
  Consolidating
   Balance Sheet
   Information
  September 30, 2000          Cadiz   Sun World  Eliminations  Consolidated
                             -------   --------  ------------  ------------
  ASSETS
  
  Current assets:
    Cash and cash
      equivalents            $     -  $     548  $       -      $    548
    Accounts receivable,
      net                         49     14,520          -        14,569
    Due from affiliate             -        742       (742)            -
    Inventories                    -     14,903       (307)       14,596
    Prepaid expenses
      and other                  270        441          -           711
                              ------   --------   --------      --------
  
      Total current assets       319     31,154     (1,049)       30,424
  
  Investment in partnership        -      1,528          -         1,528
  Investment in subsidiary    20,846          -    (20,846)            -
  Property, plant,
     equipment and
     water programs, net      38,556    130,134          -       168,690
  Other assets                 4,135      7,506          -        11,641
                             -------    -------    -------     ---------
  
                             $63,856  $ 170,322  $ (21,895)   $  212,283
                             =======   ========   ========    ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable         $   959  $  11,289  $      -     $   12,248
    Accrued liabilities          944      8,794         -          9,738
    Due to affiliate           1,049          -    (1,049)             -
    Revolving credit
      facility                     -      4,600         -          4,600
    Long-term debt,
      current portion         24,717        734         -         25,451
                             -------    -------    ------     ----------
  
       Total current
        liabilities           27,669     25,417    (1,049)        52,037
  
  Long-term debt                   -    117,999         -        117,999
  Deferred income taxes            -      5,447         -          5,447
  Other liabilities               59        613         -            672
  
  Stockholders' equity:
  Common stock                   354          -         -            354
  Additional paid-in
    capital                  138,122     34,183   (34,183)       138,122
  Accumulated deficit       (102,348)   (13,337)   13,337       (102,348)
                            --------    -------    ------       --------
  
    Total stockholders'
      equity                  36,128     20,846   (20,846)        36,128
                             -------    -------    ------       --------
  
                            $ 63,856   $170,322  $(21,895)    $  212,283
                            ========   ========  ========     ==========
  
  Consolidating Statement
   of Cash Flow Information
  Nine Months Ended
    September 30, 2000        Cadiz   Sun World  Eliminations  Consolidated
                             -------  --------    ---------    -----------
  
  Net cash used for
    operating activities    $ (3,234)  $   (438)  $     -     $   (3,672)
                            --------   --------   -------      ---------
  
  Cash flows from
    investing activities:
  Additions to property,
    plant and equipment         (283)      (617)         -          (900)
  Proceeds from disposal
    of property, plant and
    equipment                      1        435          -           436
  Additions to water
    programs                  (1,248)         -          -        (1,248)
  Additions to developing
    crops                          -     (3,066)         -        (3,066)
  Increase in other assets       (13)      (358)         -          (371)
                              ------    -------    -------      --------
  
  Net cash used for
    investing activities      (1,543)    (3,606)         -        (5,149)
  
  Cash flows from
    financing activities:
  Net proceeds from
    issuance of stock            652          -          -           652
  Principal payments
    on long-term debt            (20)      (400)         -          (420)
  Net proceeds from
    short-term debt                -      4,600          -         4,600
                              ------     ------     ------       -------
  
  Net cash proved by
    financing activities         632      4,200          -         4,832
                              ------     ------     ------        ------
  
  Net (decrease) increase
    in cash and
    cash equivalents          (4,145)       156          -        (3,989)
  Cash and cash equivalents,
    beginning of period        4,145        392          -         4,537
                             -------    -------    -------       -------
  
  Cash and cash equivalents,
    end of period            $     -    $   548    $     -    $      548
                             =======    =======    =======     =========
  
  Consolidating Statement
   of Operations Information
  Nine Months Ended
   September 30, 1999         Cadiz   Sun World  Eliminations  Consolidated
                             -------   --------  ------------  ------------
  
  Revenues                   $ 1,134   $ 93,388   $ (1,125)   $   93,397
                             -------   --------   --------     ---------
  
  Costs and expenses:
  Cost of sales                    -     68,882          -        68,882
  General and administrative   3,645      6,828     (1,125)        9,348
  Special litigation             817          -          -           817
  Depreciation and
    amortization                 884      6,345          -         7,229
                             -------    -------    -------      --------
  
  Total costs and
    expenses                   5,346     82,055     (1,125)       86,276
                              ------     -------    -------       -------
  
  Operating profit (loss)     (4,212)    11,333          -         7,121
  
  Interest expense, net        2,097     11,360          -        13,457
                              ------     ------    -------        ------
  
  Net loss                   $(6,309)  $    (27)  $      -    $   (6,336)
                             =======    =======    =======     =========
  
  Consolidating Balance
   Sheet Information
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             -------   --------  ------------- ------------
  
  ASSETS
  
  Current assets:
    Cash and cash
      equivalents            $ 4,145   $    392    $     -     $   4,537
    Accounts receivable,
      net                         16      8,431        (11)        8,436
    Inventories                    -     18,626       (203)       18,423
    Prepaid expenses
      and other                  386        531          -           917
                             -------    -------    -------      --------
      Total current
       assets                  4,547     27,980       (214)       32,313
  
  Investment in partnership        -      1,497          -         1,497
  Investment in subsidiary    30,167          -    (30,167)            -
  Property, plant,
     equipment and
     water programs, net      36,710    132,299          -       169,009
  Other assets                 4,372      6,911          -        11,283
                             -------    -------    -------      --------
  
                            $ 75,796  $ 168,687  $ (30,381)    $ 214,102
                             =======  =========  =========      ========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable        $    705  $   7,416  $     (11)    $   8,110
    Accrued liabilities        1,536      6,150          -         7,686
    Due to affiliate             203          -       (203)            -
    Long-term debt, current
      portion                     21        704          -           725
                             -------    -------    -------      --------
  
  Total current liabilities    2,465     14,270       (214)       16,521
  
  Long-term debt              23,661    118,428          -       142,089
  Deferred income taxes            -      5,447          -         5,447
  Other liabilities                -        375          -           375
  
  Stockholders' equity:
  Common stock                   352          -          -           352
  Additional paid-in capital 136,200     34,183    (34,183)      136,200
  Accumulated deficit        (86,882)    (4,016)     4,016       (86,882)
                             -------    -------    -------      --------
  
    Total stockholders'
      equity                  49,670     30,167    (30,167)       49,670
                              ------     ------     ------        ------
  
                            $ 75,796  $ 168,687  $ (30,381)    $ 214,102
                             =======  =========  =========     =========
  
  Consolidating Statement
  of Cash Flow Information
  Nine Months Ended
  September 30, 1999          Cadiz   Sun World  Eliminations  Consolidated
                             -------  ---------  ------------  ------------
  
  Net cash (used for)
    provided by
    operating activities    $ (3,296) $   1,172  $       -     $   (2,124)
                            --------  ---------  ---------     ----------
  
  Cash flows from
    investing activities:
  Additions to property,
    plant and equipment       (3,587)    (2,539)     1,497         (4,629)
  Proceeds from disposal
    of property, plant and
    equipment                  1,490        185     (1,490)           185
  Additions to water
    programs                  (2,016)         -         (7)        (2,023)
  Additions to developing
    crops                          -     (2,865)         -         (2,865)
  Increase in other assets      (262)      (557)         -           (819)
                              ------    -------    -------       --------
  
  Net cash used for
    investing activities      (4,375)    (5,776)         -        (10,151)
  
  Cash flows from
    financing activities:
  Net proceeds issuance
    of stock                   6,438          -          -          6,438
  Proceeds from issuance
    of long-term debt              -         32          -             32
  Principal payments on
    long-term debt                (7)      (274)         -           (281)
                              ------     ------     ------       --------
  
  Net cash provided by
    (used for)
    financing activities       6,431       (242)         -          6,189
  
  Net decrease in cash
    and cash equivalents      (1,240)    (4,846)         -         (6,086)
  Cash and cash equivalents,
    beginning of period        7,493      6,142          -         13,635
                              ------     ------    -------       --------
  
  Cash and cash equivalents,
    end of period            $ 6,253   $ 1,296    $     -      $    7,549
                             =======   =======    =======       ========
  
                       REPORT OF INDEPENDENT ACCOUNTANTS
  
  To the Board of Directors and Stockholders of Cadiz Inc.
  
       In our opinion, the accompanying consolidated balance sheets and the
  related consolidated statements of operations, stockholders' equity and
  of cash flows present fairly, in all material respects, the financial
  position of Cadiz Inc. and its subsidiaries at December 31, 1999 and 1998,
  and the results of their operations and their cash flows for each of the
  three years in the period ended December 31, 1999 in conformity with
  accounting principles generally accepted in the United States.
  These financial statements are the responsibility of the Company's
  management; our responsibility is to express an opinion on these financial
  statements based on our audits.  We conducted our audits of these
  statements in accordance with auditing standards generally accepted in the
  United States, which require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free of
  material misstatement.  An audit includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements,
  assessing the accounting principles used and significant estimates made by
  management, and evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for the opinion
  expressed above.
  
  /s/  PricewaterhouseCoopers
  ----------------------------
  PricewaterhouseCoopers LLP
  
  Los Angeles, California
  February 15, 2000
  
  					CADIZ INC.
  			CONSOLIDATED STATEMENT OF OPERATIONS
  
                                          Year Ended December 31,
  (In thousands except per share data)   1999      1998       1997
                                         ----      ----       ----
  
  Revenues                            $114,901  $ 95,845    $ 98,769
  Income from partnership                  328    10,699       1,388
                                       _______   _______    ________
  
   Total revenues                      115,229   106,544    100,157
                                       _______   _______    _______
  
  Costs and expenses:
   Cost of sales                       83,821    74,742      76,566
   General and administrative          12,363    11,736      11,873
   Special litigation                     937     1,308         683
   Litigation benefit                       -         -     (3,780)
   Depreciation and amortization        8,891     8,688       7,745
                                       _______   _______    _______
  
   Total costs and expenses            106,012   96,474      93,087
                                       _______   _______    _______
  
  Operating profit                      9,217    10,070       7,070
  
  Interest expense, net                17,811    17,540      15,608
                                       _______   _______    _______
  
  Net loss                             (8,594)   (7,470)    (8,538)
  
  Less:  Preferred stock dividends          -         -     (1,213)
                                       _______   _______    _______
  
  Net loss applicable to common stock  $(8,594)  $(7,470)   $(9,751)
                                       =======   =======    =======
  
  Net loss per common share            $  (.25)  $  (.23)   $   (.33)
                                        =======   =======    =======
  
  Weighted-average shares outstanding  34,678    33,173      29,485
                                       =======   =======    =======
  
       See accompanying notes to the consolidated financial statements.
  
  					CADIZ INC.
  			CONSOLIDATED BALANCE SHEET
  
                                 			   December 31,
  ($ in thousands)                                 1999       1998
                                                   ----       ----
  
  ASSETS
  
  Current assets:
   Cash and cash equivalents                  $   4,537   $  13,635
   Accounts receivable, net                       8,436       6,295
   Inventories                                   18,423      15,019
   Prepaid expenses and other                       917         992
                                                 ------      ------
  
    Total current assets                         32,313      35,941
  
  Investment in partnership                       1,497       1,169
  
  Property, plant, equipment and
   water programs, net                          169,009     166,022
  
  Other assets                                   11,283      11,227
                                                 ------      ------
  
                                              $ 214,102   $ 214,359
                                              =========   =========
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
   Accounts payable                           $   8,110   $   8,753
   Accrued liabilities                            7,686       6,846
   Long-term debt, current portion                  725         613
                                                 ------      ------
  
    Total current liabilities                    16,521      16,212
  
  Long-term debt                                142,089     142,317
  
  Deferred income taxes                           5,447       5,447
  
  Other liabilities                                 375         673
  
  Commitments and contingencies
  
  Stockholders' equity:
  
   Common stock - $.01 par value;
   45,000,000 shares
   authorized; shares issued
   and outstanding 35,166,661
   at December 31, 1999 and
   33,592,261 at
   December 31, 1998                                352         336
  
  Additional paid-in capital                    136,200     127,662
  
  Accumulated deficit                           (86,882)    (78,288)
                                                -------     -------
  
   Total stockholders' equity                    49,670      49,710
                                                 ------      ------
  
                                              $ 214,102   $ 214,359
                                              =========   =========
  
       See accompanying notes to the consolidated financial statements.
  
  					CADIZ INC.
  			CONSOLIDATED STATEMENT OF CASH FLOWS
  
                                          Year Ended December 31,
  ($ in thousands)                        1999       1998       1997
                                          ----       ----       ----
  
  Cash flows from operating activities:
   Net loss                            $ (8,594)  $ (7,470)   $ (8,538)
   Adjustments to reconcile
    net loss to net cash
    (used for) provided by
     operating activities:
     Depreciation and amortization       11,060     10,601       9,227
     Litigation benefit                       -          -      (3,780)
     Issuance of stock for services          28        374         470
     Interest converted to principal          -          -         315
     (Gain) loss on disposal of assets     (104)      (207)         99
     Share of partnership operations       (328)   (10,699)     (1,388)
     Changes in operating assets and
       liabilities:
       (Increase) decrease in
        accounts receivable              (2,141)      (414)      1,652
       (Increase) decrease in
        inventories                      (3,318)     (1,559)       570
       Decrease in prepaid
        expenses and other                   75         307         64
       (Decrease) increase in
        accounts payable                   (643)        236        672
       Increase in accrued liabilities    1,668         916      1,332
       Decrease in other
         current liabilities                  -           -       (591)
       (Decrease) increase in
         other liabilities                 (298)         18         54
                                         ------      ------     ------
  
     Net cash (used for) provided
       by operating activities           (2,595)     (7,897)       158
                                         ------      ------     ------
  
  Cash flows from investing
    activities:
   Additions to property,
    plant and equipment                  (4,835)     (7,308)    (2,114)
   Additions to water programs           (3,177)       (856)      (400)
   Additions to developing crops         (3,531)     (3,396)    (4,725)
   Proceeds from disposal of
    property, plant and equipment           233         388      2,817
   Partnership distributions                  -      15,859      1,165
   (Increase) decrease in
    other assets                         (1,311)     (2,020)       358
                                         ------      ------     ------
  
     Net cash (used for)
      provided by investing
      activities                        (12,621)      2,667     (2,899)
                                         ------      ------     ------
  
  Cash flows from
    financing activities:
   Net proceeds from issuance
    of stock                              6,803       2,154      1,690
   Proceeds from issuance of
    long-term debt                            -      12,000    120,089
   Principal payments on
    long-term debt                         (685)       (587)  (141,248)
   Debt issuance costs                        -           -     (5,799)
                                         ------      ------     ------
  
     Net cash provided by
     (used for) financing activities      6,118      13,567    (25,268)
                                         ------      ------     ------
  
  Net (decrease) increase in cash
   and cash equivalents                  (9,098)      8,337    (28,009)
  
  Cash and cash equivalents,
    beginning of period                  13,635       5,298     33,307
                                         ------      ------     ------
  
  Cash and cash equivalents,
    end of period                      $  4,537    $ 13,635    $ 5,298
                                       ========    ========     ======
  
  See accompanying notes to the consolidated financial statements.
  
  					CADIZ INC.
  		CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
  For the Years Ended December 31, 1999, 1998 and 1997
  ($ in thousands)
                                                           Total
                                      Additional           Stock
          Preferred Stock Common Stock Paid-in Accumulated holders'
           Shares  Amount Shares Amount Capital  Deficit  Equity
            ------  -----  ------ ------ ------- --------  --------
  Balance
   as of
   December
   31, 1996  340 $ -  23,445,868 $234  $ 88,574 $ (61,067) $ 27,741
  
  Conversion
   of
   redeemable
   preferred
   stock to
   common
   stock       -   -   7,314,917   73    27,358         -    27,431
  
  Exercise
   of stock
   options
   and
   warrants    -   -     588,500    7     1,358         -     1,365
  
  Common
   stock
   issued
   to
   satisfy
   Sun
   World
   purchase
   liability   -  -      65,000    1       324         -       325
  
  Preferred
   dividends
   paid with
   common
   stock       -  -     361,251    3     1,714         -     1,717
  
  Issuance
   of
   warrants
   to a
   lender      -  -           -    -     1,083         -     1,083
  
  Stock
   issued
   for
   services    -  -      75,000     1      329         -       330
  
  Issuance
   of
   stock
   for
   refinancing -  -      30,000     -       140        -       140
  
  Conversion
   of
   preferred
   stock to
   common
   stock     (340) -     766,125     7        (7)       -         -
  
  Accrued
   dividends
   on
   preferred
   stock        -  -           -     -         -   (1,213)   (1,213)
  
  Net loss      -  -           -     -         -   (8,538)   (8,538)
            ----- --  ----------  ----    ------  --------  -------
  
  Balance
   as of
   December
   31, 1997     - $-  32,646,661 $ 326 $ 120,873 $(70,818) $ 50,381
            ----- --  ----------  ---- ---------  --------  -------
  
    See accompanying notes to the consolidated financial statements.
  CADIZ INC.
  		CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
  For the Years Ended December 31, 1999, 1998 and 1997
  ($ In thousands)
  
                                                           Total
                                      Additional           Stock
          Preferred Stock Common Stock Paid-in Accumulated holders'
           Shares  Amount Shares Amount Capital  Deficit  Equity
            ------  -----  ------ ------ ------- --------  --------
  Balance
   as of
   December
   31, 1997   - $-  32,646,661 $ 326 $ 120,873 $(70,818) $ 50,381
  
  Exercise
   of stock
   options    -  -     515,600     6     2,148        -     2,154
  
  Issuance
   of
   warrants
   to lender  -  -           -     -     1,643        -     1,643
  
  Stock
   issued
   for
   services   -  -      55,000     -       374        -       374
  
  Acquisition
   of
   hydrological
   research
   company    -  -     375,000     4     2,624        -     2,628
  
  Net loss    -  -           -     -         -   (7,470)   (7,470)
          ----- --  ----------  ---- ---------  --------  -------
  
  Balance
   as of
   December
   31, 1998   -  -  33,592,261  336    127,662  (78,288)   49,710
          ----- --  ----------  ---- ---------  --------  -------
  Exercise
   of stock
   options    -  -   1,513,150   15      6,788        -     6,803
  
  Issuance
   of
   warrants
   to lender  -  -           -    -      1,335        -     1,335
  
  Stock
   issued
   for
   services   -  -      61,250    1        415        -       416
  
  Net loss    -  -           -    -          -   (8,594)   (8,594)
          ----- --  ----------  ---- ---------  --------  -------
  Balance
   as of
   December
   31, 1999   - $-  35,166,661 $352  $ 136,200 $(86,882) $ 49,670
          ===== ==  ========== ====  ========= ========= ========
  
  See accompanying notes to the consolidated financial statements.
  
  					  CADIZ INC.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  
  NOTE 1 - DESCRIPTION OF BUSINESS
  --------------------------------
  
       The Company currently has agricultural operations through its wholly-
  owned subsidiary, Sun World International, Inc. and its subsidiaries
  collectively referred to as "Sun World" and is  developing the water
  resource segment of its business. The primary business of the Company is to
  acquire and develop water and agricultural resources.  The Company has
  created an integrated and complementary portfolio of assets encompassing
  undeveloped land with high-quality groundwater resources and/or storage
  potential, prime agricultural properties located throughout central and
  southern California with secure and reliable water rights, and other
  contractual water rights.  Management believes that, with both the
  increasing scarcity of water supplies in California and an increasing
  population, the Company's access to water will provide it with a
  competitive advantage both as a major agricultural concern and as a
  supplier of water, which will lead to continued appreciation in the value
  of the Company's portfolio.
  
       Sun World is a large vertically integrated agricultural company and
  farms more than 21,000 acres, primarily located in two major growing areas
  of California: the San Joaquin Valley and the Coachella Valley.  Fresh
  produce, including table grapes, stonefruit, citrus, peppers and
  watermelons, is marketed and shipped to food wholesalers and retailers
  throughout the United States and to more than 25 foreign countries.  Sun
  World owns three cold storage and/or packing facilities in California, of
  which two are operated and one is leased to a third party.
  
       Sun World provides the Company with valuable water rights throughout
  central and southern California.  The Company's landholdings, which now
  total approximately 56,900 acres, are located adjacent to the Colorado
  River and the major aqueduct systems of central and southern California.
  The Company expects to utilize its resources to participate in a broad
  variety of water storage and supply projects, including the storage and
  supply of surplus water for public agencies that require supplemental
  sources of water for exchanges or transfers to third parties.
  
       In 1998, the Company and the Metropolitan Water District of Southern
  California ("Metropolitan") verified the feasibility of and approved
  principles and terms for a water storage and supply program at its Cadiz,
  California property.  The Cadiz Groundwater Storage and Dry-Year Supply
  Program (the "Program") will enhance southern California water supply
  reliability in two ways, providing a new dry-year water supply and much-
  needed storage.  During wet years or periods of excess supply, Metropolitan
  will store surplus Colorado River water in the aquifer system underlying
  the Company's Cadiz property.  During dry years, the previously imported
  water, together with additional existing groundwater, will be extracted and
  delivered, via a 35-mile conveyance pipeline, to Metropolitan's service
  area.  The Company and Metropolitan are currently in the final stages of
  the environmental review process.
  
       Although the development and management activities of the Company are
  currently focused on agricultural operations (primarily through its wholly-
  owned subsidiary, Sun World) and water resource development, the Company
  will continue to develop and manage its land, water and agricultural
  resources for their highest and best uses.
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  ---------------------------------------------------
  
  PRINCIPLES OF CONSOLIDATION
  
       The consolidated financial statements include the accounts of the
  Company and Sun World. All material intercompany balances and activity have
  been eliminated from the consolidated financial statements.
  
  RECLASSIFICATIONS
  
       These financial statements reflect certain reclassifications made to
  the prior period balances to conform with the current year presentation.
  
  USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
  
       The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from those
  estimates.
  
  REVENUE RECOGNITION
  
       The Company recognizes crop sale revenue, packing revenue and
  marketing commissions upon shipment to customers.
  
  RESEARCH AND DEVELOPMENT
  
       Sun World incurs costs to research and develop new varieties of
  proprietary products.  Research and development costs are expensed as
  incurred.  Such costs were approximately  $1,450,000 for the year ended
  December 31, 1999, $1,249,000 for the year ended December 31, 1998, and
  $809,000 for the year ended December 31, 1997.
  
  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 and warrants to
  purchase certain shares of the Company's common stock, as described in Note
  13, were not considered in the computation of diluted EPS because their
  inclusion would have been antidilutive.
  
  CASH AND CASH EQUIVALENTS
  
       The Company considers all short-term deposits with an original
  maturity of three months or less to be cash equivalents.  The Company
  invests its excess cash in deposits with major international banks and
  short-term commercial paper and, therefore, bears minimal risk.  Such
  investments are stated at cost, which approximates fair value, and are
  considered cash equivalents for purposes of reporting cash flows.
  
  INVENTORIES
  
       Growing crops, pepper seed, and materials and supplies are stated at
  the lower of cost or market, on a first-in, first-out (FIFO) basis.
  Growing crops inventory includes direct costs and an allocation of indirect
  costs.
  
  INVESTMENT IN PARTNERSHIP
  
       Sun World, through a wholly-owned subsidiary, owns a 50% interest in
  ASC/SWB Partnership, formerly named American SunMelon (the "Partnership").
  In October 1998, the Partnership sold substantially all of its assets to a
  third party for $35 million in cash.  In conjunction with the sale, Sun
  World received an initial distribution of $15.2 million from the
  Partnership. The Partnership was engaged in proprietary development,
  production, and marketing of seedless watermelon seed.  Sun World accounts
  for its investment in the Partnership using the equity method.
  
  PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
  
       Property, plant, equipment and water programs are stated at cost.
  
       The Company capitalizes direct and certain indirect costs of planting
  and developing orchards and vineyards during the development period, which
  varies by crop and generally ranges from three to seven years.
  Depreciation commences in the year commercial production is achieved.
  
       Permanent land development costs, such as acquisition costs, clearing,
  initial leveling and other costs required to bring the land into a suitable
  condition for general agricultural use, are capitalized and not depreciated
  since these costs have an indeterminate useful life.
  
       Depreciation is provided using the straight-line method over the
  estimated useful lives of the assets, generally ten to forty-five years for
  land improvements and buildings, three to twenty-five years for machinery
  and equipment, and five to thirty years for permanent crops.
  
       Water rights and water storage and supply programs are stated at cost.
  All costs directly attributable to the development of such programs are
  being capitalized by the Company.  These costs, which are expected to be
  recovered through future revenues, consist of direct labor, drilling costs,
  consulting fees for various engineering, hydrological, environmental and
  feasibility studies, and other professional and legal fees.
  
  IMPAIRMENT OF LONG-LIVED ASSETS
  
       The Company annually evaluates its long-lived assets, including
  intangibles, for potential impairment.  When circumstances indicate that
  the carrying amount of the asset may not be recoverable, as demonstrated by
  estimated future cash flows, an impairment loss would be recorded based on
  estimated fair value.
  
  OTHER ASSETS
  
       As a result of a merger in May 1988 between two companies, which
  eventually became known as Cadiz Inc., an excess of purchase price over net
  assets acquired in the amount of $7,006,000 was recorded.  This amount is
  being amortized on a straight-line basis over thirty years.  Accumulated
  amortization was $2,726,000 and $2,493,000 at December 31, 1999 and
  December 31, 1998, respectively.
  
       Capitalized loan fees represent costs incurred to obtain debt
  financing.  Such costs are amortized over the life of the related loan.  At
  December 31, 1999, the majority of capitalized loan fees relate to the
  issuance of the First Mortgage Notes described in Note 9.
  
       Trademark development costs represent legal costs incurred to obtain
  and defend patents and trademarks related to the Company's proprietary
  products throughout the world.  Such costs are capitalized and amortized
  over their estimated useful life, which range from 10 to 20 years.
  
  INCOME TAXES
  
       Income taxes are provided for using an asset and liability approach
  which requires the recognition of deferred tax assets and liabilities for
  the expected future tax consequences of temporary differences between the
  financial statement and tax bases of assets and liabilities at the
  applicable enacted tax rates.  A valuation allowance is provided when it is
  uncertain that some portion or all of the deferred tax assets will be
  realized.
  
  SUPPLEMENTAL CASH FLOW INFORMATION
  
       Cash paid for interest during the years ended December 31, 1999, 1998
  and 1997 was $15,988,000, $15,348,000, and $12,452,000, respectively.
  
  NOTE 3 - ACCOUNTS RECEIVABLE
  ----------------------------
  
       Accounts receivable consist of the following (dollars in thousands):
  
                                                    December 31,
                                                   1999       1998
                                                  ----        -----
  
            Trade receivables                    $4,742     $ 4,092
            Due from unaffiliated growers           582         231
            Other                                 3,336       2,257
                                                 ------      ------
  
                                                  8,660       6,580
            Less allowance for
              doubtful accounts                    (224)       (285)
                                                 ------      ------
  
                                                 $8,436     $ 6,295
                                                 ======      ======
  
       Substantially all domestic receivables are from large national and
  regional supermarket chain stores and produce brokers and are unsecured.
  Amounts due from unaffiliated growers represent receivables for harvest
  advances and for services (harvest, haul and pack) provided on behalf of
  growers under agreement with Sun World and are recovered from proceeds of
  product sales.  Other receivables primarily include wine grape and raisin
  sales, proceeds due from third party marketers and other miscellaneous
  receivables.
  
       Revenues attributable to one national retailer totaled $14.4 million
  in 1999, $11.9 million in 1998, and $13.6 million in 1997.  Export sales
  accounted for approximately 10.3%, 8.5% and 11.4% of the Company's revenues
  for the years ended December 31, 1999, 1998 and 1997, respectively.
  
  NOTE 4 - INVENTORIES
  --------------------
  
     Inventories consist of the following (dollars in thousands):
                                                    December 31,
                                                    1999      1998
                                                   ----       ----
  
            Growing crops                      $  14,297   $  11,208
            Pepper seed                            1,028       1,344
            Harvested product                         98         360
            Materials and supplies                 3,000       2,107
                                                  ------      ------
  
                                               $  18,423    $ 15,019
                                               =========    ========
  
  NOTE 5 - PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
  ------------------------------------------------------
  
     Property, plant, equipment and water programs consist of the following
  (dollars in thousands):
                                                    December 31,
                                                   1999      1998
                                                   ----      ----
  
            Land                               $ 69,377    $ 66,536
            Permanent crops                      66,546      67,286
            Developing crops                      8,862       5,192
            Water programs                       11,814       8,482
            Buildings                            21,832      21,397
            Machinery and equipment              19,623      18,186
                                                 ------      ------
  
                                                 198,054    187,079
            Less accumulated depreciation        (29,045)   (21,057)
                                                 ------      ------
  
                                               $ 169,009  $ 166,022
                                               =========  =========
  
     Depreciation expense during the years ended December 31, 1999, 1998 and
  1997 was $8,460,000, $8,256,000 and $7,430,000, respectively.
  
  NOTE 6 - OTHER ASSETS
  ---------------------
  
     Other assets consist of the following (dollars in thousands):
  
                                                     December 31,
                                                   1999      1998
                                                   ----      ----
  
            Excess of purchase price
              over asset acquired, net         $  4,280     $ 4,514
            Capitalized loan fees, net            3,331       4,159
            Other receivables                     1,849       1,498
            Capitalized trademark
              development, net                    1,323         989
            Other                                   500          67
                                                 ------      ------
  
                                               $ 11,283    $ 11,227
                                                =======     =======
  NOTE 7 - ACCRUED LIABILITIES
  ----------------------------
  
     Accrued liabilities consist of the following (dollars in thousands):
                                                    December 31,
                                                   1999     1998
                                                   ----      ----
  
            Interest                           $  3,129     $ 3,548
            Payroll and benefits                  3,031       2,049
            Other                                 1,526       1,249
                                                 ------      ------
  
                                               $  7,686     $ 6,846
                                                 ======      ======
  
  NOTE 8 - REVOLVING CREDIT FACILITY
  ----------------------------------
  
     In February 2000, Sun World obtained a one year renewal of its $30
  million Revolving Credit Facility.  The Revolving Credit Facility is
  secured by eligible accounts receivable and inventory, and is guaranteed by
  the Company.  Amounts borrowed under the facility will accrue interest at
  either prime plus 1.0% or LIBOR plus 2.50% at the Company's election. No
  amounts were outstanding under the Revolving Credit Facility at December
  31, 1999 and 1998.
  
  NOTE 9 - LONG-TERM DEBT
  -----------------------
  
       Management estimates that the fair value of the Company's long-term
  debt approximates the carrying value for all debt instruments except for
  the Series B First Mortgage Notes ("First Mortgage Notes").  The fair value
  of the First Mortgage Notes is estimated to be approximately $117.9 million
  based on quoted market prices as of December 31, 1999.  At December 31,
  1999 and December 31, 1998, the carrying amount of the Company's
  outstanding debt is summarized as follows (dollars in thousands):
  
                                                    December 31,
                                                   1999 1998
                                                   ----      ----
    Cadiz obligations:
  
     Senior term bank loan,
       interest payable
       semi-annually, variable
      interest rate based
       upon LIBOR plus 2%
       (8.16% at December 31,
       1999) and LIBOR plus
       4% (9.97% at
      December 31, 1998),
       due January 31, 2001.                   $  10,345    $  9,752
  
     $15 million revolving
       line of credit, interest
       payable semi-annually,
       variable interest rate
       based upon LIBOR plus 2%
     (8.16% at December 31, 1999),
       due January 31, 2001.                      15,000       15,000
  
     Other                                            21           30
  
     Debt discount                                (1,685)      (1,628)
                                                 -------      -------
  
                                                  23,681       23,154
                                                  ------       ------
    Sun World obligations:
  
     Series B First Mortgage Notes,
      interest payable semi-annually
       with principal due in April
       2004, interest at 11.25%                  115,000      115,000
  
     Note payable to bank, quarterly
       principal installments of $72 plus
       interest payable monthly,
       due December 31, 2003,
       interest at prime (8.75%
       at December  31, 1999 and
       7.75% at
       December 31, 1998)                          1,714         2,000
  
     Note payable to insurance
       company, quarterly
       installments of $93
       (including interest), due
       September 13, 2006, interest
       at 7.75%                                    1,896         2,110
  
     Note payable to finance
       company, monthly installments of
       $18 (including interest) due
       July 1, 2002, interest at 7.50%               492           666
  
       Other                                          31             -
                                                  ------        ------
  
                                                 119,133       119,776
                                                 -------       -------
  
                                                 142,814       142,930
  
     Less current portion                           (725)         (613)
                                                 -------      --------
  
                                               $ 142,089    $  142,317
                                               =========    ==========
  
       Annual maturities of long-term debt outstanding, excluding $1,685
  representing the unamortized portion of warrants, on December 31, 1999 are
  as follows: 2000 - $725; 2001 - $26,083; 2002 - $660; 2003 - $578; 2004 -
  $115,599 and thereafter - $854.
  
  CADIZ OBLIGATIONS
  
       The senior term bank loan is secured by substantially all of the
  Company's non-Sun World related property.   During 1999, the Company
  entered into two extensions of the loan which extended the maturity date of
  the obligation to January 31, 2001, and reduced the interest rate from
  LIBOR plus 400 basis points to LIBOR plus 200 basis points, payable semi-
  annually.  In connection with obtaining the extensions, the Company issued
  certain warrants to purchase shares of the Company's common stock and also
  repriced certain warrants previously issued.  The fair value of the
  warrants was recorded as a debt discount and is being amortized over the
  remaining term of the loan.
  
       In November 1997, the Company entered into a three year $15 million
  revolving credit facility.  In December 1999, the Company extended the
  maturity date of the obligation to January 31, 2001.  With the extension,
  the interest rate was changed from 8% to LIBOR plus 200 basis points.  The
  facility is secured by a second lien on substantially all of the non-Sun
  World assets of the Company.  The Company had $15 million outstanding under
  the facility at December 31, 1999.
  
  SUN WORLD OBLIGATIONS
  
       In April 1997, Sun World issued $115 million of Series A First
  Mortgage Notes through a private placement.  The notes have subsequently
  been exchanged for Series B First Mortgage Notes, which are registered
  under the Securities Act of 1933 and are publicly traded.  The First
  Mortgage Notes are secured by a first lien (subject to certain permitted
  liens) on substantially all of the assets of Sun World and its subsidiaries
  other than growing crops, crop inventories and accounts receivable and
  proceeds thereof, which secure the Revolving Credit Facility. The First
  Mortgage Notes mature April 15, 2004, but are redeemable at the option of
  Sun World, in whole or in part, at any time on or after April 15, 2001.
  The First Mortgage Notes include covenants which restrict the Company's
  ability to receive distributions from Sun World.
  
       The First Mortgage Notes are also secured by the guarantees of
  Coachella Growers, Inc., Sun Desert, Inc., Sun World Brands, Sun World
  Management Corporation, Sun World/Rayo, and Sun World International de
  Mexico S.A. de C.V. (collectively, the "Sun World Subsidiary Guarantors")
  and by the Company.  The Company also pledged all of the stock of Sun
  World as collateral for its guarantee.  Sun World and the Sun World Subsidiary
  Guarantors are all direct and indirect wholly-owned subsidiaries of the
  Company.  The guarantees by the Sun World Subsidiary Guarantors are full,
  unconditional, and joint and several.  Sun World and the Sun World
  Subsidiary Guarantors comprise all of the direct and indirect subsidiaries
  of the Company other than inconsequential subsidiaries.  Additionally,
  management believes that the direct and indirect non-guarantor subsidiaries
  of Cadiz are inconsequential, both individually and in the aggregate, to the
  financial statements of the Company for all periods presented.
  
       SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION
  
  In accordance with the release of Financial Release No. 55 ("FRR 55")
  issued by the Securities and Exchange Commission, condensed consolidating
  financial information as of and for the two years ended December 31, 1999
  and 1998 for the Company is as follows (in thousands):
  
  Consolidating Statement
  of Operations Information
  Year Ended
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  
  Revenues                   $ 1,829   $ 114,890  $ (1,818)  $ 114,901
  Income from partnership          -         328         -         328
                             -------   ---------  --------   ---------
  
    Total revenues             1,829     115,218    (1,818)    115,229
                             -------   ---------  --------   ---------
  
  Costs and expenses:
    Cost of sales                132      84,140      (451)     83,821
    General and
      administrative           4,672       9,058    (1,367)     12,363
    Special litigation           937           -         -         937
    Depreciation and
      amortization             1,179       7,712         -       8,891
                             -------   ---------  --------   ---------
  
    Total costs and expenses   6,920     100,910    (1,818)    106,012
                             -------   ---------  --------   ---------
  
  Operating profit (loss)     (5,091)     14,308         -       9,217
  
  Interest expense, net        2,932      14,879         -      17,811
                             -------   ---------  --------   ---------
  
  Net loss                   $(8,023)  $    (571) $      -   $  (8,594)
                             =======   =========  ========  ==========
  
  Consolidating
  Balance Sheet Information
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  
  ASSETS
  
  Current assets:
    Cash and cash
      equivalents            $ 4,145   $     392  $      -   $   4,537
    Accounts receivable,
     net                          16       8,431       (11)      8,436
    Inventories                    -      18,626      (203)     18,423
    Prepaid expenses
     and other                   386         531         -         917
                             -------   ---------  --------   ---------
  
      Total current assets     4,547      27,980      (214)     32,313
  
  Investment in partnership        -       1,497         -       1,497
  Investment in subsidiary    30,167           -   (30,167)          -
  Property, plant,
    equipment and
    water programs, net       36,710     132,299         -     169,009
  Other assets                 4,372       6,911         -      11,283
                             -------   ---------  --------   ---------
  
                            $ 75,796   $ 168,687  $(30,381) $  214,102
                             =======   =========  ========  ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
    Accounts payable        $    705   $   7,416  $    (11) $    8,110
    Accrued liabilities        1,536       6,150         -       7,686
    Due to affiliate             203           -      (203)          -
    Long-term debt,
      current portion             21         704         -         725
                             -------   ---------  --------   ---------
  
       Total current
         liabilities           2,465      14,270      (214)     16,521
  
  Long-term debt              23,661     118,428         -     142,089
  Deferred income taxes            -       5,447         -       5,447
  Other liabilities                -         375         -         375
  
  Stockholders' equity:
  Common stock                   352            -         -         352
  Additional paid-in
    capital                  136,200       34,183   (34,183)    136,200
  Accumulated deficit        (86,882)      (4,016)    4,016     (86,882)
                             -------    ---------  --------   ---------
  
    Total stockholders'
       equity                 49,670       30,167    (30,167)    49,670
                             -------    ---------   --------   ---------
  
                            $ 75,796   $  168,687  $ (30,381) $ 214,102
                             =======   ==========  =========  =========
  
  Consolidating Statement
  of Cash Flow Information
  Year Ended
  December 31, 1999           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  Net cash (used for)
    provided by
    operating activities    $ (4,746)  $   2,151  $        -  $  (2,595)
                            --------    --------   ---------  ---------
  
  Cash flows from investing
    activities:
    Additions to property,
     plant and equipment      (3,645)     (2,680)      1,490     (4,835)
    Additions to water
       programs               (3,177)          -           -     (3,177)
    Additions to
       developing crops            -      (3,531)          -     (3,531)
    Proceeds from
       disposal of
       property,
       plant and equipment     1,490         233      (1,490)       233
    Increase in other
      assets                     (64)     (1,247)          -     (1,311)
                              ------     -------      ------     -------
  
  Net cash used for
    investing activities      (5,396)     (7,225)          -    (12,621)
  
  Cash flows from
    financing activities:
    Net proceeds from
    issuance of stock          6,803           -           -      6,803
    Principal payments
      on long-term debt           (9)       (676)          -       (685)
                              ------     -------     -------     -------
  
  Net cash provided by
    (used for)
    financing activities       6,794        (676)         -       6,118
                             -------    --------    -------    --------
  
  Net decrease in cash
    and cash equivalents      (3,348)     (5,750)         -      (9,098)
  Cash and cash equivalents,
    beginning of period        7,493       6,142          -      13,635
                             -------    --------    -------    --------
  
  Cash and cash equivalents,
    end of period            $ 4,145    $    392    $    -    $   4,537
                             =======    ========    ======    =========
  
  Consolidating
  Statement of
  Operations Information
  Year Ended
  December 31, 1998           Cadiz    Sun World  Eliminations  Consolidated
                             ------    ---------  ------------  ------------
  Revenues                   $ 2,003    $  95,742  $  (1,900)   $ 95,845
  Income from partnership          -       10,699          -      10,699
                             -------    ---------   --------    --------
  
    Total revenues             2,003      106,441     (1,900)    106,544
  
  Costs and expenses:
  Cost of sales                  144       75,015       (417)     74,742
  General and administrative   4,631        8,588     (1,483)     11,736
  Special litigation           1,308            -          -       1,308
  Depreciation and
    amortization               1,182        7,506          -       8,688
                             -------    ---------   --------    --------
  
  Total costs and expenses     7,265       91,109     (1,900)     96,474
                             -------    ---------   --------    --------
  
  Operating profit (loss)     (5,262)      15,332          -      10,070
  
  Interest expense, net        2,403       15,137          -      17,540
                             -------    ---------   --------    --------
  
  Net income (loss)           (7,665)   $     195   $      -   $  (7,470)
                             =======    =========   ========   =========
  
  Consolidating
  Balance Sheet Information
  December 31, 1998           Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  ASSETS
  
  Current assets:
    Cash and cash
     equivalents             $ 7,493    $   6,142   $      -   $  13,635
    Accounts receivable,
      net                         77        6,218          -       6,295
    Due from affiliate            71            -        (71)          -
    Inventories                    -       15,140       (121)     15,019
    Prepaid expenses and
      other                      253          739          -         992
                             -------    ---------   --------    --------
  
      Total current assets     7,894       28,239       (192)     35,941
  
  Investment in partnership        -        1,169          -       1,169
  Investment in subsidiary    30,738            -    (30,738)          -
  Property, plant,
    equipment and
     water programs, net      32,174      133,848          -     166,022
  Other assets                 4,585        6,642          -      11,227
                             -------    ---------   --------    --------
  
                             $75,391   $  169,898  $ (30,930)  $ 214,359
                             =======    =========   ========  ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
  Accounts payable           $   701   $    8,052  $       -   $   8,753
  Accrued liabilities          1,826        5,020          -       6,846
  Due to affiliate                 -          192       (192)          -
  Long-term debt,
    current portion                9          604          -         613
                             -------    ---------   --------    --------
  
  Total current liabilities    2,536       13,868      (192)      16,212
  
  Long-term debt              23,145      119,172         -      142,317
  Deferred income taxes            -        5,447         -        5,447
  Other liabilities                -          673         -          673
  
  Stockholders' equity:
  Common stock                   336            -         -          336
  Additional paid-in
    capital                  127,662       34,183   (34,183)     127,662
  Accumulated deficit        (78,288)      (3,445)    3,445      (78,288)
                             -------    ---------   --------    --------
  
    Total stockholders'
       equity                 49,710       30,738   (30,738)      49,710
                             -------    ---------   --------    --------
  
                            $ 75,391   $  169,898 $ (30,930)   $ 214,359
                             =======    =========   ========  ==========
  Consolidating
  Statement of
  Cash Flow Information
  Year Ended
  December 31, 1998          Cadiz   Sun World  Eliminations  Consolidated
                             ------   ---------  ------------  ------------
  
  Net cash used for
    operating activities    $ (4,420)  $   (3,477) $      -    $   (7,897)
                             -------    ---------   --------    --------
  
  Cash flows from
    investing activities:
    Additions to property,
      plant and equipment     (2,910)      (4,398)        -        (7,308)
    Additions to water
     programs                   (856)           -         -          (856)
    Additions to
     developing crops              -       (3,396)        -        (3,396)
    Proceeds from disposal
       of property,
       plant and equipment        27          361         -           388
    Partnership distributions      -       15,859         -        15,859
    Increase in other assets     (71)      (1,949)        -        (2,020)
                             -------    ---------   --------     --------
  
    Net cash (used for)
     provided by
     investing activities     (3,810)       6,477         -         2,667
  
  Cash flows from
    financing activities:
    Net proceeds from
     issuance of stock         2,154            -         -         2,154
    Proceeds from
      issuance of
      long-term debt          10,000        2,000         -        12,000
    Principal payments
      on long-term debt          (21)        (566)        -          (587)
                             -------    ---------   --------     --------
  
  Net cash provided
    by financing activities   12,133        1,434         -        13,567
                             -------    ---------   --------     --------
  
  Net increase in cash
    and cash equivalents       3,903        4,434         -         8,337
  
  Cash and cash equivalents,
    beginning of period        3,590        1,708         -         5,298
                             -------    ---------   --------     --------
  
  Cash and cash equivalents
    end of period            $ 7,493    $   6,142    $    -    $   13,635
                             =======    =========    ======    ==========
  
  NOTE 10 - INCOME TAXES
  ----------------------
       Deferred taxes are recorded based upon differences between the
  financial statement and tax bases of assets and liabilities and available
  carryforwards.  Temporary differences and carryforwards which gave rise to
  a significant portion of deferred tax assets and liabilities as of December
  31, 1999 and 1998 are as follows (in thousands):
                                                    December 31,
                                                   1999     1998
                                                   ----      ----
  
            Deferred tax liabilities:
              Fixed asset basis difference       $7,515     $ 5,618
              Other                                  77           -
                                                 ------      ------
  
                 Total deferred tax liabilities   7,592       5,618
                                                 ------      ------
  
            Deferred tax assets:
              Net operating losses               31,421      25,813
              Reserve for notes receivable        1,178       1,178
              Fixed asset basis difference        6,300       6,300
              State taxes                         1,884       1,649
              Other                                   -         550
                                                 ------      ------
  
                 Total deferred tax assets       40,783      35,490
  
              Valuation allowance for
                deferred tax assets              (38,638)   (35,319)
                                                 ------      ------
  
                 Net deferred tax assets          2,145         171
                                                 ------      ------
  
                 Net deferred tax liability      $5,447     $ 5,447
                                                 ======      ======
  
       As of December 31, 1999, the Company had net operating loss (NOL)
  carryforwards of approximately $88.5 million for federal income tax
  purposes.  Such carryforwards expire in varying amounts through the year
  2019.  At December 31, 1999, the Company has state NOL carryforwards of
  $15.0 million.  These NOL carryforwards expire in varying amounts through
  the year 2004.
       A reconciliation of the income tax benefit to the statutory federal
  income tax rate is as follows (dollars in thousands):
  
                                          Year Ended December 31,
                                           ----------------------
                                         1999       1998       1997
                                         ----       ----       ----
  
       Expected federal
         income tax benefit at 34%     $(2,922)  $(2,540)   $ (2,903)
       Loss with no tax benefit
         provided                        2,718     2,414       2,981
       State income tax                      -       451           -
       Amortization                         79        79          79
       Utilization of net
         operating losses                    -      (601)          -
       Other non-deductible
         expenses                          125       197        (157)
                                        ------    ------      ------
  
         Income tax benefit            $     -    $    -     $     -
                                       =======    ======      ======
  
  NOTE 11 - EMPLOYEE BENEFIT PLANS
   --------------------------------
       The Company has a 401(k) Plan for its salaried employees. Employees
  must work 1,000 hours and have completed one year of service to be eligible
  to participate in this plan.  Sun World matches 75% of the first four
  percent deferred by an employee up to $1,600 per year.  In addition, Sun
  World maintains a defined contribution pension plan covering substantially
  all of its employees who (i) are not covered by a collective bargaining
  agreement, (ii) have at least one year of service and (iii) have worked at
  least 1,000 hours.  Contributions are 2% of each covered employee's salary.
  For those hourly employees covered under a collective bargaining agreement,
  contributions are made to a multi-employer pension plan in accordance with
  negotiated labor contracts and are generally based on the number of hours
  worked.
  
  NOTE 12 - PREFERRED AND COMMON STOCK
  -------------------------------------
  
       The Company has an authorized class of 100,000 shares of preferred
  stock.  All preferred stock issued was converted to common stock as of
  December 31, 1997.  During 1997, the Company paid $1,717,000 of preferred
  stock dividends with common stock.
  
  NOTE 13 - STOCK-BASED COMPENSATION PLANS AND WARRANTS
  -----------------------------------------------------
  
  STOCK OPTIONS AND WARRANTS
  
       The Company issues options pursuant to its 1996 Stock Option Plan (the
  "1996 Plan") and the 1998 Non-Qualified Stock Option Plan (the "1998 Plan")
  approved by the Board of Directors in February 1998. The plans provide for
  the granting of up to 4,000,000 shares.  At December 31, 1999, the Company
  has 626,000 options remaining that can be granted under the plans.  All
  options are granted at a price approximating fair market value at the date
  of grant, have vesting periods ranging from issuance date to five years,
  have maximum terms ranging from five to seven years and are issued to
  directors, officers, consultants and employees of the Company.  During the
  year ended December 31, 1999, the Company granted options to purchase
  800,000 shares of the Company's common stock at a weighted-average exercise
  price of $7.58 per share.
  
       Compensation cost for stock options is measured as the excess, if any,
  of the quoted market price of the Company's stock at the date of the grant
  over the amount an employee must pay to acquire the stock.  Had
  compensation cost for these plans been determined using fair value, as
  explained below, the Company's net loss and net loss per common share would
  have increased to the following pro forma amounts (dollars in thousands):
  
                                          Year Ended December 31,
                                          -----------------------
                                         1999      1998       1997
                                         ----      ----       ----
  
   Net loss applicable to
    common stock:  As reported         $ (8,594) $(7,470)  $ (9,751)
                   Pro forma           $(12,134) $(8,833)  $(11,416)
   Net loss per
    common share:  As reported         $   (.25) $  (.23)  $   (.33)
                   Pro forma           $   (.35) $  (.27)  $   (.39)
  
       The fair value of each option granted during the periods reported 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
  6.67% for 1999, 4.87% for 1998 and 5.43% for 1997; expected volatility of
  46.9% for 1999, 61.6% for 1998 and 44.4% for 1997; expected life of 5 years
  for 1999 and 1998, and 4.8 years for 1997; and an expected dividend yield
  of zero for all three years.
  
       The following table summarizes stock option activity for the periods
  noted.  All options listed below were issued to officers, directors,
  employees and consultants.
  
                                                            Weighted-
                                                            Average
                                                            Exercise
                                                  Amount     Price
                                                 ---------  --------
  
    Outstanding at December 31, 1996            3,866,000    $ 4.44
       Granted                                    527,500    $ 5.61
       Expired or canceled                       (120,000)   $ 4.80
       Exercised                                 (348,500)   $ 4.17
                                                 --------
  
    Outstanding at December 31, 1997            3,925,000    $ 4.61
       Granted                                    525,000    $ 9.12
       Expired or canceled                        (42,500)   $ 6.44
       Exercised                                 (515,600)   $ 4.18
                                                 --------
  
    Outstanding at December 31, 1998            3,891,900    $ 5.26
       Granted                                    800,000    $ 7.58
       Expired or canceled                        (66,000)   $ 7.20
       Exercised                               (1,513,150)   $ 4.50
  
                                                ----------
  
    Outstanding at December 31, 1999            3,112,750(a) $ 6.21
                                                 =========
  
    Options exercisable at December 31, 1997    2,297,500    $ 4.40
                                                =========
  
    Options exercisable at December 31, 1998    2,472,900    $ 4.50
                                                =========
  
    Options exercisable at December 31, 1999    2,306,500    $ 5.64
                                                =========
  
    Weighted-average remaining
      contractual life of
       options outstanding at
       December 31, 1999                            2.68
                                                 =======
  
       (a)   Exercise prices vary from $4.50 to $9.375 and expiration dates
       vary from September 2001 to November 2004.
  
       The weighted-average fair value of options granted during the years
  1999, 1998 and 1997 were $3.71, $3.60 and $2.55, respectively.
  
       During the years ended December 31, 1999, 1998 and 1997, the Company
  issued 250,000, 225,000, and 275,000 warrants with weighted-average
  exercise prices of $6.50, $7.00 and $6.45, respectively.  During the year
  ended December 31, 1997, 240,000 warrants with a weighted-average exercise
  price of $0.05 were exercised. No warrants expired or were canceled during
  any of the three periods discussed.  At December 31, 1999 there were
  750,000 warrants outstanding at a weighted-average exercise price of $6.59
  per share, which expire through 2004.  See Note 9 for further discussion of
  these warrants.
  
  RESTRICTED STOCK AWARD
  
       Following the acquisition of Sun World in 1996, the Company's Chief
  Executive Officer was awarded a stock bonus of 125,000 shares of restricted
  common stock at no cost.  The Company issued 25,000, 25,000 and 75,000 of
  these shares during the years ended December 31, 1999, 1998 and 1997,
  respectively.  Compensation expense was recognized as earned over the
  period of service.
  
  NOTE 14 - CONTINGENCIES
  -----------------------
  
       In December 1995, the Company filed an action relative to the proposed
  construction and operation of a landfill (the "Rail-Cycle Project") which
  was to be located adjacent to the Company's Cadiz property with the
  Superior Court in San Bernardino County, California.  The action challenges
  the various decisions by the County of San Bernardino relative to the
  proposed Rail-Cycle Project and seeks compensatory damages.  On or about
  September 30, 1998, the Court granted defendants' motions for summary
  judgement, finding that the Company's procedural due process claim is not
  ripe due to the fact that, as the Rail-Cycle Project cannot proceed without
  voter approval of a business license tax, there is no actual concrete
  injury to the Company at this point in time.  The Company has appealed this
  decision.
  
       Also pending are suits filed by the Company in the United States
  District Court, Central District of California (the "Federal Court Action")
  and in Los Angeles Superior Court (West Division) ("the State Court
  Action") against Waste Management, Inc. ("WMI"), certain key executives and
  consultants of WMI, and certain other parties in interest as to the Rail-
  Cycle Project, which suits assert claims arising from activities of
  defendants adverse to the Company in connection with the Rail-Cycle
  Project.  In the Federal Court Action, appeals are currently pending
  concerning the dismissal by the trial court of those of the Company's
  claims which are not being pursued by the Company in the State Court
  Action.  These civil actions are based in part upon evidence made available
  to the Company on account of a pending criminal investigation into WMI's
  activities concerning the Rail-Cycle Project, which has resulted in
  criminal indictments against WMI and others.  In the State Court Action,
  the Company filed its Second Amended Complaint in February 2000.  The
  Company intends to continue to vigorously prosecute its claims against WMI.
  
       Prior to the acquisition of Sun World, the Internal Revenue Service
  (IRS) had filed claims against Sun World and certain of its subsidiaries
  (collectively "the Sun World Claimants"), for taxes refunded for workers
  that the IRS claims were employees.  The Sun World Claimants contend that
  the workers are excluded from the definition of employment under the
  Internal Revenue Code.  On January 21, 1998, the District Court ruled in
  favor of one of the Sun World Claimants. The IRS has appealed this
  decision.  Management believes that the likelihood of an unfavorable future
  outcome with regard to this matter is remote.  Accordingly, the Company
  released $3,780,000 of reserves related to this matter at December 31, 1997
  which are reported on the Consolidated Statement of Operations as
  Litigation Benefit.
  
       In the normal course of its agricultural operations, the Company
  handles, stores, transports and dispenses products identified as hazardous
  materials.  Regulatory agencies periodically conduct inspections and,
  currently, there are no pending claims with respect to hazardous materials.
  
       The Company is involved in other legal and administrative proceedings
  and claims.  In the opinion of management, the ultimate outcome of each
  proceeding or all such proceedings combined will not have a material
  adverse impact on the Company's financial statements.
  
  NOTE 15 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
  ----------------------------------------------------
  
  (In thousands except per share data)
                                        Quarter Ended
                           ----------------------------------------
                         March 31, June 30,   September 30,December 31,
                            1999     1999          1999      1999
                            ----     ----          ----      ----
  
  Revenues                 $6,560    $26,193      $60,644   $21,832
  Gross profit                911      7,628       15,976     6,893
  Net income (loss)        (7,421)    (1,908)       2,993    (2,258)
  Net income (loss)
   per common share        $ (.22)    $ (.06)     $   .09   $  (.06)
  
                                        Quarter Ended
                           -----------------------------------------
                         March 31,  June 30, September 30,December 31,
                            1998      1998        1998       1998
                            ----      ----        ----       ----
  
  Revenues                 $  5,484  $ 22,619     $ 45,596  $ 32,845
  Gross profit                  471     5,664        8,008    17,659
  Net income (loss)          (7,190)   (3,065)      (4,894)    7,679
  Net income (loss)
    per common share       $   (.22)   $ (.09)      $ (.15)   $  .23
  
  			REPORT OF INDEPENDENT ACCOUNTANTS
  
  To the Board of Directors and Stockholder of
  Sun World International, Inc.
  
       In our opinion, the accompanying consolidated balance sheet and the
  related consolidated statements of operations and accumulated deficit and
  cash flows present fairly, in all material respects, the financial position
  of Sun World International, Inc., a wholly-owned subsidiary of Cadiz Inc.,
  and its subsidiaries at December 31, 1999 and 1998, and the results of
  their operations and their cash flows for each of the three years in the
  period ended December 31, 1999 in conformity with accounting principles
  generally accepted in the United States.  These financial statements are
  the responsibility of the Company's management; our responsibility is to
  express an opinion on these financial statements based on our audits.  We
  conducted our audits of these statements in accordance with auditing
  standards generally accepted in the United States, which require that we
  plan and perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement.  An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements, assessing the accounting principles used and
  significant estimates made by management, and evaluating the overall
  financial statement presentation.  We believe that our audits provide a
  reasonable basis for the opinion expressed above.
  
  /s/  PricewaterhouseCoopers
  ----------------------------------
        PricewaterhouseCoopers LLP
  
  Los Angeles, California
  February 15, 2000
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A Wholly-Owned Subsidiary of Cadiz Inc.)
  
                      Consolidated Financial Statements
  
                 For the Three Years Ended December 31, 1999
  
  SUN WORLD INTERNATIONAL, INC.
  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
   Consolidated Statement of Operations and Accumulated Deficit
  
                                          Year Ended December 31,
  ($ in thousands)                       1999       1998      1997
                                         ____       ____      ____
  
  Revenues                            $ 114,890  $  95,742   $ 98,541
  Income from partnerships                  328     10,699      1,388
                                      _________   ________   ________
  
   Total revenues                       115,218    106,441     99,929
                                      _________   ________   ________
  
  Costs and expenses:
   Cost of sales                         84,140     75,015     76,535
   General and administrative             9,058      8,588      9,332
   Litigation benefit                         -          -     (3,780)
   Depreciation and amortization          7,712      7,506      6,751
                                      _________   ________   ________
  
                                        100,910     91,109     88,838
                                      _________   ________   ________
  
  Operating income                       14,308     15,332     11,091
  
  Interest expense, net                  14,879     15,137     13,908
                                      _________   ________   ________
  
  Net income (loss)                        (571)       195     (2,817)
  
  Accumulated deficit at
   beginning of period                   (3,445)    (3,640)      (823)
                                      _________   ________   ________
  
  Accumulated deficit at
    end of period                     $  (4,016) $  (3,445) $  (3,640)
                                      ==========  =========  ========
  
  See accompanying notes to the consolidated financial statements.
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
                         Consolidated Balance Sheet
  
                                                  December 31,
  ($ in thousands)                               1999      1998
                                                 ____      ____
  ASSETS
  
  Current assets:
   Cash and cash equivalents                  $    392  $  6,142
   Accounts receivable, net                      8,431     6,218
   Inventories                                  18,625    15,140
   Prepaid expenses and other                      531       738
                                                _______   _______
  
      Total current assets                      27,979    28,238
  
  Investment in partnerships                     1,497     1,169
  
  Property, plant, equipment, and
    water programs, net                        132,298   133,848
  
  Other assets                                   6,911     6,643
                                               _______   _______
  
   Total assets                               $168,685  $169,898
                                              ========  ========
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  Current liabilities:
   Accounts payable                           $  7,415  $  8,052
   Accrued liabilities                           6,149     5,020
   Due to parent                                     -       193
   Long term debt due in one year                  704       604
                                                 _______   _______
  
       Total current liabilities                 14,268    13,869
  
  Long-term debt                                118,429   119,172
  
  Deferred income taxes                           5,447     5,447
  
  Other liabilities                                 374       672
  
  Commitments and contingencies
  
  Stockholder's equity:
   Common stock, $.01 par value,
     300,000 shares authorized;
    42,000 shares issued and outstanding              -         -
   Additional paid-in capital                    34,183    34,183
   Accumulated deficit                           (4,016)   (3,445)
                                                ________  ________
  
    Total stockholder's equity                   30,167    30,738
                                                 ________  ________
  
   Total liabilities and
      stockholder's equity                     $168,685  $169,898
                                               ========  ========
  
  See accompanying notes to the consolidated financial statements.
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
                    Consolidated Statement of Cash Flows
  
                                                Year Ended December 31,
  ($ in thousands)                           1999       1998         1997
                                             ____       ____          ____
  
  Cash flows from operating activities:
  Net income (loss)                       $   (571)    $    195    $  (2,817)
  Adjustments to reconcile net
  income (loss) to net
  cash provided by (used for)
  operating activities:
    Depreciation and amortization             8,570      8,450         7,764
    Litigation benefit                            -          -        (3,780)
    Gain on disposal of assets                 (110)      (189)          (38)
    Share of partnership operations            (328)   (10,699)       (1,388)
    Changes in operating assets
    and liabilities:
     (Increase) decrease in accounts
       receivable                            (2,213)      (355)        1,639
     (Increase) decrease in inventories      (3,405)    (1,637)          520
     Decrease in prepaid expenses
       and other                                207        431           295
     (Decrease) increase in accounts payable   (637)       245         1,704
     Increase (decrease) in accrued
       liabilities                            1,129        (90)        1,060
     (Decrease) increase in due to parent      (193)       107          (246)
     Decrease in other current liabilities        -          -          (591)
     Decrease) increase in other
       liabilities                             (298)        68            64
                                             ________  ________      ________
  
    Net cash provided by (used for)
      operating activities                    2,151     (3,474)        4,186
                                            ________   ________       _______
  
  Cash flows from investing activities:
  Additions to property, plant, equipment,
    and water programs                       (2,679)    (4,399)       (1,476)
  Additions to developing crops              (3,531)    (3,396)       (4,725)
  Proceeds from disposal of property,
    plant and equipment                         233        361         2,784
  Partnership distributions                       -     15,859         1,165
  (Increase) decrease in other assets        (1,249)    (1,950)          472
                                            ________   ________      ________
  
    Net cash (used for) provided by
    investing activities                     (7,226)     6,475        (1,780)
                                             ________  ________     ________
  
  Cash flows from financing activities:
  Proceeds from issuance of long-term debt        -      2,000       115,005
  Principal payments on long-term debt         (675)      (567)     (132,017)
  Debt issuance costs                             -          -        (5,761)
  Return of capital to parent                     -          -        (9,100)
                                            _______    _______      ________
  
    Net cash (used for) provided by
    financing activities                       (675)     1,433       (31,873)
                                             ________  ________       ________
  
  Net (decrease) increase in cash
   and cash equivalents                      (5,750)     4,434       (29,467)
                                             ________  ________     ________
  
  Cash and cash equivalents at
   beginning of period                        6,142      1,708        31,175
                                             ________  ________     ________
  
  Cash and cash equivalents at end
   of period                                 $  392   $  6,142    $    1,708
                                             ======   ========    ==========
  
  See accompanying notes to the consolidated financial statements.
  
                        SUN WORLD INTERNATIONAL, INC.
                  (A WHOLLY-OWNED SUBSIDIARY OF CADIZ INC.)
  
                 Notes to Consolidated Financial Statements
  
  NOTE 1 - NATURE OF OPERATIONS
  ______________________________
  
     Founded in 1975, Sun World International, Inc. ("SWII") and its
  subsidiaries (the "Company") operates as the agricultural segment of
  Cadiz Inc. ("Cadiz").  The Company is an integrated agricultural
  operation that farms more than 21,000 acres, primarily located in two
  major growing areas of California:  the San Joaquin Valley and the
  Coachella Valley.  Fresh produce, including table grapes, stonefruit,
  citrus, peppers and watermelons is marketed, packed and shipped to food
  wholesalers and retailers located throughout the United States and to
  more than 25 foreign countries. The Company owns and operates three cold
  storage and/or packing facilities located in California, of which two
  are operated and one is leased to a third party.
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  __________________________________________________
  
  PRINCIPLES OF CONSOLIDATION
  
     The consolidated financial statements include the accounts of SWII
  and its subsidiaries, substantially all of which are wholly-owned.  All
  significant intercompany transactions have been eliminated.
  
  RECLASSIFICATIONS
  
     These financial statements reflect certain reclassifications made to
  the prior period balances to conform with the current year presentation.
  
  USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
  
     The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities
  and disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from those
  estimates.
  
     REVENUE RECOGNITION
  
       The Company recognizes crop sale revenue, packing revenue and
  marketing commissions upon shipment to customers.
  
     RESEARCH AND DEVELOPMENT
  
       The Company incurs costs to research and develop new varieties of
  proprietary products.  Research and development costs are expensed as
  incurred.  Such costs were approximately $1,450,000 for the year ended
  December 31, 1999, $1,249,000 for the year ended December 31, 1998,
  $809,000 for the year ended December 31, 1997.
  
  CASH AND CASH EQUIVALENTS
  
          The Company considers all short-term deposits with an original
  maturity of three months or less to be cash equivalents.  The Company
  invests its excess cash in deposits with major international banks and
  short-term commercial paper and, therefore, bears minimal risk.  Such
  investments are stated at cost, which approximates fair value, and are
  considered cash equivalents for purposes of reporting cash flows.
  
     INVENTORIES
  
      Growing crops, pepper seed, and materials and supplies are stated
  at the lower of cost or market, on a first-in, first-out (FIFO) basis.
  Growing crops inventory includes direct costs and an allocation of
  indirect costs.
  
     INVESTMENT IN PARTNERSHIPS
  
       The Company, through a wholly-owned subsidiary, owns a 50% interest
  in ASC/SWB Partnership, formerly named American SunMelon (the
  "Partnership"). In October 1998, the Partnership sold substantially all
  of its assets to a third party for $35 million in cash.  In conjunction
  with the sale, The Company received an initial distribution of $15.2
  million from the Partnership.  The Partnership was engaged in
  proprietary development, production, and marketing of seedless
  watermelon seed.  The Company accounts for its investment in the
  Partnership using the equity method.
  
     PROPERTY, PLANT, EQUIPMENT, AND WATER PROGRAMS
  
          Property, plant, equipment, and water programs are stated at
  cost. The Company capitalizes direct and certain indirect costs of
  planting and developing orchards and vineyards during the development
  period, which varies by crop and usually ranges from three to seven
  years.  Depreciation commences in the year commercial production is
  achieved.
  
       Permanent land development costs, such as acquisition costs,
  clearing, initial leveling and other costs required to bring the land
  into a suitable condition for general agricultural use, are capitalized
  and not depreciated since these costs have an indeterminate useful life.
  
     Depreciation is provided using the straight-line method over the
  estimated useful lives of the assets, generally ten to forty-five years
  for land improvements and buildings, three to twenty-five years for
  machinery and equipment, and five to thirty years for permanent crops.
  
           Water programs are stated at cost.  All costs directly
  attributable to the development of such programs are being capitalized
  by the Company.
  
     IMPAIRMENT OF LONG-LIVED ASSETS
  
    The Company annually evaluates its long-lived assets, including
  intangibles, for potential impairment.  When circumstances indicate that
  the carrying amount of the asset may not be recoverable, as demonstrated
  by estimated future cash flows, an impairment loss would be recorded
  based on fair value.
  
     OTHER ASSETS
  
    Capitalized loan fees represent costs incurred to obtain debt
  financing.  Such costs are amortized over the life of the related loan.
  At December 31, 1999, the majority of capitalized loan fees relate to
  the issuance of the First Mortgage Notes described in Note 9.
  
    Trademark development costs represent legal costs incurred to obtain
  and defend patents and trademarks related to the Company's proprietary
  products throughout the world.  Such costs are capitalized and amortized
  over their estimated useful life, which range from 10 to 20 years.
  
     INCOME TAXES
  
    The Company is included in the consolidated federal and combined
  state tax returns of Cadiz. The Company and Cadiz have a tax sharing
  agreement which provides that the Company's current tax liability is
  determined as though the Company filed its own returns.  Income taxes
  are provided for using an asset and liability approach which requires
  the recognition of deferred tax assets and liabilities for the expected
  future tax consequences of temporary differences between the financial
  statement and tax bases of assets and liabilities at the applicable
  enacted tax rates.  A valuation allowance is provided when it is
  uncertain that some portion or all of the deferred tax assets will be
  realized.
  
     SUPPLEMENTAL CASH FLOW INFORMATION
  
    Cash payments for interest for the years ended December 31, 1999,
  1998 and 1997 were $14,204,000, $14,362,000 and $11,802,000,
  respectively.
  
  NOTE 3 - ACCOUNTS RECEIVABLE
  _____________________________
  
           Accounts receivable consist of the following (dollars in
  thousands):
  
                                                 December 31,
                                               1999     1998
                                               ____      ____
  
   Trade receivables                         $ 4,742   $ 4,092
   Due from growers                              582       231
   Other                                       3,331     2,179
                                              ______    ______
  
                                               8,655     6,502
  
    Less allowance for doubtful accounts        (224)     (284)
                                               ______    ______
  
                                             $ 8,431   $ 6,218
                                             =======    ======
  
     Substantially all domestic trade receivables are from large national
  and regional supermarket chain stores and produce brokers and are
  unsecured.  Amounts due from unaffiliated growers represent receivables
  for harvest advances and for services (harvest, haul and pack) provided
  on behalf of growers under agreement with the Company and are recovered
  from proceeds of product sales.  Other receivables primarily include
  wine grape and raisin sales, proceeds due from third party marketers and
  other miscellaneous receivables.
  
     Revenues attributable to one national retailer totaled $14.4 million
  in 1999, $11.9 million in 1998 and $13.6 million in 1997.  Export sales
  accounted for approximately 10.3%, 8.5% and 11.4% of the Company's
  revenues for the years ended December 31, 1999, 1998 and 1997,
  respectively.
  
  NOTE 4 - INVENTORIES
  _____________________
  
     Inventories consist of the following (dollars in thousands):
  
                                               December 31,
                                              1999      1998
                                              ____      ____
  
          Growing crops                     $14,499   $11,329
          Pepper seed                         1,028     1,344
          Harvested product                      98       360
          Materials and supplies              3,000     2,107
                                              _______   _______
  
                                            $18,625   $15,140
                                             ========  =======
  
  NOTE 5 - PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
  _______________________________________________________
  
     Property, plant, equipment, and water projects consist of the
  following (dollars in thousands):
                                                   December 31,
                                                   1999    1998
                                                   ____     ____
  
          Land                                 $51,588   $50,112
          Permanent crops                       58,129    58,893
          Developing crops                       8,862     5,167
          Buildings                             20,440    20,381
          Machinery and equipment               13,540    12,508
          Water programs                         2,135     2,135
                                                _______   _______
  
                                               154,694   149,196
  Less accumulated depreciation                (22,396)  (15,348)
                                                _______   _______
  
                                              $132,298  $133,848
                                               ========  ========
  
  NOTE 6 - OTHER ASSETS
  _____________________
  
       Other assets consist of the following (dollars in thousands):
  
                                                   December 31,
                                                   1999    1998
                                                   ____     ____
  
          Capitalized loan fees, net              $ 3,274   $ 4,088
          Other receivables                         1,849     1,498
          Capitalized trademark development, net    1,323       989
          Other                                       465        68
                                                   _______   _______
  
                                                  $ 6,911   $ 6,643
                                                  =======   =======
  
  NOTE 7 - ACCRUED LIABILITIES
  ____________________________
  
       Accrued liabilities consist of the following (dollars in
  thousands):
  
                                                   December 31,
                                                   1999     1998
                                                   ____     ____
  
          Interest                             $ 2,732   $ 2,732
          Payroll and benefits                   2,298     1,375
          Other                                  1,119       913
                                                _______   _______
  
                                               $ 6,149   $ 5,020
                                               =======   =======
  
  NOTE 8 - REVOLVING CREDIT FACILITIES
  __________________________________________
  
       In February 2000, Sun World obtained a one year renewal of its $30
  million Revolving Credit Facility.  The Revolving Credit Facility is
  secured by eligible accounts receivable and inventory, and is guaranteed
  by the Company.  Amounts borrowed under the facility will accrue
  interest at either prime plus 1.0% or LIBOR plus 2.50% at the Company's
  election.  No amounts were outstanding under the Revolving Credit
  Facility at December 31, 1999 and 1998.
  
  NOTE 9 - LONG-TERM DEBT
  _______________________
  
     Management estimates that the fair value of the Company's long-term
  debt approximates the carrying value for all debt instruments except the
  Series B First Mortgage Notes ("First Mortgage Notes"). The fair value
  of the First Mortgage Notes is estimated to be approximately $117.9
  million based on quoted market prices as of December 31, 1999. At
  December 31, 1999 and December 31, 1998, the carrying amount of the
  Company's outstanding debt is summarized as follows (dollars in
  thousands):
  
                                                       December 31,
                                                     1999       1998
                                                     ____        ____
  
  Series B First Mortgage Notes,
    interest payable
   semi-annually with principal due
   in April 2004,  interest at 11.25%              $ 115,000  $ 115,000
  
  Note payable to bank, quarterly principal
   installments of $72 plus interest payable
    monthly, due December 31, 2003, interest
    at prime(8.75% at December 31, 1999 and
    7.75% at December 31, 1998)                        1,714      2,000
  
   Note payable to insurance company, quarterly
     installments of $93 (including interest),
     due September 13, 2006, interest at 7.75%         1,896      2,110
     Note payable to finance company, monthly
       Installments of $18 (including interest),
       due July 1, 2002, interest at 7.50%               492        666
  
   Other                                                  31          -
                                                    ________   ________
  
                                                     119,133    119,776
  
     Less: current portion                              (704)      (604)
                                                    ________   ________
  
                                                   $ 118,429  $ 119,172
                                                   =========   ========
  
     Annual maturities of long-term debt outstanding on December 31, 1999
  are as follows:  2000 - $704;  2001 - $738; 2002 - $660; 2003 - $578;
  2004 - $115,599 and thereafter - $854.
  
       In April 1997, the Company issued $115 million of Series A First
  Mortgage Note through a private placement.  The notes have subsequently
  been exchanged for Series B First Mortgage Notes, which are registered
  under the Securities Act of 1933 and are publicly traded.  The First
  Mortgage Notes are secured by a first lien (subject to certain permitted
  liens) on substantially all of the assets of the Company and its
  subsidiaries other than growing crops, crop inventories and accounts
  receivable and proceeds thereof, which secure the Revolving Credit
  Facility.  The First Mortgage Notes are also guaranteed by Cadiz and by
  certain subsidiaries of the Company.  Cadiz also pledged all of its stock
  in the Company as collateral for its guarantee.
  The guarantees by the Sun World Subsidiary Guarantors are full,
  unconditional, and joint and several.  Sun World and the Sun World
  Subsidiary Guarantors comprise all of the direct and indirect subsidiaries
  of Cadiz other than inconsequential subsidiaries.  Additionally,
  management believes that the direct and indirect non-guarantor subsidiaries
  are inconsequential, both individually and in the aggregate, to the
  financial statements of the Company for all periods presented.
  The First Mortgage Notes mature April 15, 2004, but are redeemable at
  the option of the Company, in whole or in part, at any time on or after
  April 15, 2001. The First Mortgage Notes include covenants, which restrict
  Cadiz ability to receive distributions from the Company.
  
  NOTE 10 - INCOME TAXES
  __________________________
  
     Significant components of the Company's deferred income tax assets
  and liabilities as of December 31, 1999 and 1998 are as follows (dollars
  in thousands):
  
                                                   December 31,
                                                  1999      1998
                                                  ____      ____
     Deferred tax liabilities:
          Net fixed assets basis difference    $ 8,141   $ 5,819
                                                ________  _______
  
            Total deferred tax liabilities       8,141     5,819
                                                 _______   _______
  
     Deferred tax assets:
          Net operating losses                   4,513     3,220
          Reserve for notes receivable           1,178     1,178
          State taxes                            4,246     1,851
          Other                                    944       483
                                                 _______   _______
  
            Total deferred tax assets           10,881     6,732
  
          Valuation allowance for deferred
            tax assets                         (8,187)    (6,360)
                                               ________  ________
  
            Total deferred tax assets net       2,694        372
                                               _______  ________
  
            Net deferred tax liability        $ 5,447    $ 5,447
                                              =======    =======
  
     As of December 31, 1999, the Company has net operating loss (NOL)
  carryforwards of approximately $12.0 million for federal income tax
  purposes.  Such carryforwards expire in varying amounts through the year
  2019.  As of December 31, 1999, the Company has state NOL carryforwards
  of approximately $4.9 million.  These NOL carryforwards expire in
  varying amounts through the year 2004.
  
     A reconciliation of the income tax expense to the statutory federal
  income tax rate is as follows (dollars in thousands):
  
                                                   Year Ended
                                                   December 31,
                                                 1999      1998
                                                  ____     ____
  
    Expected federal income tax (benefit)
     expense at 34%                             $ (194)   $   66
    Loss with no tax benefit provided              139         -
    State income tax                                 -       424
    Utilization of net operating losses              -      (515)
    Other non-deductible expenses                   55        25
                                                _______   ________
  
         Income tax expense                     $    -    $    -
                                                ========  =======
  
  NOTE 11 - EMPLOYEE BENEFIT PLANS
  ________________________________
  
     The Company participates in the Cadiz Inc. 401(k) Plan for its
  salaried employees. Employees must work 1,000 hours and have completed
  one year of service to be eligible to participate in this plan.  The
  Company matches 75% of the first four percent deferred by an employee up
  to $1,600 per year.  In addition, the Company maintains a defined
  contribution pension plan covering substantially all of its employees
  who (i) are not covered by a collective bargaining agreement, (ii) have
  at least one year of service and (iii) have worked at least 1,000 hours.
  Contributions are 2% of each covered employee's salary.  For those
  hourly employees covered under a collective bargaining agreement,
  contributions are made to a multi-employer pension plan in accordance
  with negotiated labor contracts and are generally based on the number of
  hours worked.
  
  NOTE 12 - RELATED PARTY TRANSACTIONS
  _____________________________________
  
     Cadiz owns approximately 1,600 acres of irrigated farmland in San
  Bernardino County consisting primarily of citrus and grapes.  Pursuant
  to a ten year lease entered into as of the acquisition date, the Company
  is responsible for the production, packing and handling, and marketing
  of the products on the Cadiz property.  Pursuant to the lease as amended
  in April 1997, Cadiz is to receive annual land rent of $250 per acre or
  $400,000.  In addition, the Company entered into a services agreement
  with Cadiz in which Cadiz provides management and financial services to
  the Company.  The term of the agreement is ten years with an annual fee
  of $1.5 million.  The agreement provides for certain other reimbursement
  of expenses incurred on behalf of the Company. The Company made payments
  to Cadiz of $2.4 million for 1999 and 1998 and $2.1 million for 1997
  pursuant to the services agreement and the lease agreement mentioned
  above. In addition, the Company purchased a citrus ranch from Cadiz at
  book value of $1.5 million in January 1999.
  
     The Company has an intercompany revolving credit agreement with
  Cadiz for seasonal working capital needs as needed.  No amount was
  outstanding under the intercompany revolver as of December 31, 1999 or
  1998.
  
  NOTE 13 - CONTINGENCIES
  _______________________
  
       Prior to the acquisition of the Company by Cadiz, the Internal
  Revenue Service (IRS) had filed claims against the Company and certain
  of its subsidiaries (collectively "the Sun World Claimants"), for taxes
  refunded for workers that the IRS claims were employees.  The Sun World
  Claimants contend that the workers are excluded from the definition of
  employment under the Internal Revenue Code.  On January 21, 1998, the
  District Court ruled in favor of one of the Sun World Claimants. The IRS
  has appealed this decision. Management believes that the likelihood of
  an unfavorable future outcome with regard to this matter is remote.
  Accordingly, the Company released $3,780,000 of reserves related to this
  matter at December 31, 1997 which are reported on the Consolidated
  Statement of Operations and Accumulated Deficit as Litigation Benefit.
  
       In the normal course of its agricultural operations, the Company
  handles, stores, transports and dispenses products identified as
  hazardous materials.  Regulatory agencies periodically conduct
  inspections and, currently, there are no pending claims with respect to
  hazardous materials.
  
       The Company is involved in other legal and administrative
  proceedings and claims.  In the opinion of management, the ultimate
  outcome of each proceeding or all such proceedings combined will not
  have a material adverse impact on the Company's financial statements.
  
                                  SIGNATURES
  
  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 hereunto duly authorized.
  
                                Cadiz Inc.
  
                                By: /s/  Stanley E. Speer
                                   ------------------------------
                                   Stanley E. Speer
                                   Chief Financial Officer
  
  Dated:  January 16, 2001