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):
                    September 13, 1996
  
  
                 CADIZ LAND COMPANY, 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.)
  
  
    10535 Foothill Boulevard, Suite 150, Rancho Cucamonga, CA   91730
           (Address of principal executive offices)            (Zip Code)
  
  
  Registrant's telephone number, including area code: (909) 980-2738
  
  
  ITEM 2.        ACQUISITION OF ASSETS
  
                 On September 13, 1996, Cadiz Land Company,
                 Inc. (the "Company") acquired all of the stock
                 of a reorganized Sun World International.,
                 Inc. ("Sun World") pursuant to a consensual
                 plan of reorganization (Debtors' Modified
                 Fourth Amended Consolidated Plan of
                 Reorganization dated June 3, 1996 (Modified))
                 which was confirmed by the U.S. Bankruptcy
                 Court at a hearing on July 12, 1996 (the
                 "Plan").  Total consideration was
                 approximately $175 million of which
                 approximately $153 million will be owed to Sun
                 World's existing secured lenders through a
                 restructuring of previously existing debt.  In
                 addition, the Company made a capital
                 contribution of $15 million to Sun World, with
                 the intent of eliminating the requirement for
                 Sun World to have any additional debt
                 facilities beyond those owed to its existing
                 secured creditors.
  
                 The total cash requirements of the Company
                 related to the acquisition were funded from: 
                 (i) the issuance by the Company of $27.579 million
                 of newly authorized Convertible Series A Preferred 
                 Stock; (ii) the issuance by the Company of $7.6 
                 million of newly authorized Convertible
                 Series B Preferred Stock; (iii) the issuance by 
                 the company $2.6 million of newly authorized
                 6% Convertible Series C Preferred Stock; and (iv) 
                 $1 million previously deposited by the Company from its
                 working capital in trust with the Official Committee
                 Holding Unsecured Claims.  Of such funds, approximately
                 $35 million was applied to cash disbursements required
                 at closing under the Plan, including the $15 million 
                 capital contribution referred to above and approximately
                 $5.5 million of principal reduction to secured lenders.
                 The remainder has been utilized by the Company 
                 substantially for the payment of expenses relating to
                 the acquisition.
  
                 The consideration paid by the Company was
                 determined in arms-length negotiations between
                 the Company and the various constituents of
                 the Sun World bankruptcy case.  As required
                 under the Plan, a total of $3 million in cash
                 and 829,090 shares of newly issued common
                 stock was delivered to the previous holders of
                 the stock of Sun World upon transfer of such
                 stock to the Company.  These stockholders were
                 Howard P. Marguleas, Domenick T. Bianco,
                 Martin S. Gans, James R. Greenbaum, Sr., Carl
                 S. Maggio, Robert and Charlotte J. Nies
                 Revocable Trust dated June 15, 1988, the John
                 and Shirley Thomas Family Trust
                 U/D/T/September 6, 1988, and Tostado Family
                 Trust U/D/T/September 29, 1983, as amended
                 through September 20, 1992, Carl Sam Maggio,
                 Trustee.  None of such holders were affiliates
                 of the Company at the time of the transaction.
  
                 Sun World is one of California's leading
                 fully-integrated agricultural companies with
                 agricultural landholdings of approximately 20,000 acres 
                 primarily in the Central Valley of California.  Sun World 
                 ships fresh produce to nearly every state in the United
                 States and exports fresh fruits and vegetables
                 to over thirty foreign countries.  Sun World's
                 farming operations produce approximately 7
                 million units of fruits and vegetables
                 annually, while its packing facilities handle
                 approximately 9 million units of produce
                 annually.  Sun World's marketing operations
                 include selling, merchandising and promoting 
                 Sun World grown products as well as providing
                 such services to a sizable and highly diverse
                 world-wide customer base which domestically
                 includes national retailers, club stores and
                 food service distributors.  The Company
                 intends to continue operating Sun World within
                 the same markets in which it has been
                 historically engaged and does not contemplate
                 any significant change in the use of Sun
                 World's properties.
  
  
  ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS
  
                 (a) Financial statements of business
                     acquired.  It is impractical at this time
                     to provide the financial statements
                     required by Item 7(a).  None of such
                     required financial statements are
                     presently available; however, they will
                     be filed via amendment as soon as
                     practicable, but not later than sixty
                     (60) days after the date on which this
                     report is required to be filed.
  
                 (b) Pro forma financial information.  It is
                     impractical at this time to provide the
                     pro forma financial statements required
                     by Item 7(b).  None of such required pro
                     forma financial statements are presently
                     available; however, they will be filed
                     via amendment as soon as practicable, but
                     not later than sixty (60) days after the
                     date on which this report is filed.
  
                 (c) Exhibits.
  
                     2.1  Debtors' Modified Fourth Amended
                          Consolidated Plan of Reorganization
                          dated June 3, 1996 (as Modified)(1)
                     2.2  Plan Implementation Agreement dated
                          July 12, 1996(1)
                     2.3  Supplement to Plan Support Agreement
                          dated June 3, 1996(1)
                     2.4  Stock Purchase Agreement with Howard
                          Marguleas dated September 13, 1996
                     2.5  Form of Stock Purchase Agreement with
                          Minority Stockholders of Sun World
                          dated September 13, 1996
                     4.1  Certificate of Designations - Series
                          A Preferred Stock
                     4.2  Certificate of Designations - Series
                          C Preferred Stock
  - ------------------
  (1) Previously filed as Exhibit to the Company's Report on Form
  10-Q for the quarter ended June 30, 1996.  
  
  
                 Cadiz Land Company, Inc.
  
                        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 Land Company, Inc.
                       (Registrant)
  
  
  
                 By:  /s/  Susan K. Chapman
                     -----------------------
                       Susan K. Chapman
                     Chief Financial Officer
  
  Dated:  September 30, 1996
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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):
                    September 13, 1996
  
                 CADIZ LAND COMPANY, 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.)
  
    10535 Foothill Boulevard, Suite 150, Rancho Cucamonga, CA   91730
           (Address of principal executive offices)            (Zip Code)
  
  Registrant's telephone number, including area code: (909) 980-2738
  
  ITEM 2.        ACQUISITION OF ASSETS
  
                 On September 13, 1996, Cadiz Land Company,
                 Inc. (the "Company") acquired all of the stock
                 of a reorganized Sun World International.,
                 Inc. ("Sun World") pursuant to a consensual
                 plan of reorganization (Debtors' Modified
                 Fourth Amended Consolidated Plan of
                 Reorganization dated June 3, 1996 (Modified))
                 which was confirmed by the U.S. Bankruptcy
                 Court at a hearing on July 12, 1996 (the
                 "Plan").  Total consideration was
                 approximately $175 million of which
                 approximately $153 million will be owed to Sun
                 World's existing secured lenders through a
                 restructuring of previously existing debt.  In
                 addition, the Company made a capital
                 contribution of $15 million to Sun World, with
                 the intent of eliminating the requirement for
                 Sun World to have any additional debt
                 facilities beyond those owed to its existing
                 secured creditors.
  
                 The total cash requirements of the Company
                 related to the acquisition were funded from: 
                 (i) the issuance by the Company of $27.579 million
                 of newly authorized Convertible Series A Preferred 
                 Stock; (ii) the issuance by the Company of $7.6 
                 million of newly authorized Convertible
                 Series B Preferred Stock; (iii) the issuance by 
                 the company $2.6 million of newly authorized
                 6% Convertible Series C Preferred Stock; and (iv) 
                 $1 million previously deposited by the Company from its
                 working capital in trust with the Official Committee
                 Holding Unsecured Claims.  Of such funds, approximately
                 $35 million was applied to cash disbursements required
                 at closing under the Plan, including the $15 million 
                 capital contribution referred to above and approximately
                 $5.5 million of principal reduction to secured lenders.
                 The remainder has been utilized by the Company 
                 substantially for the payment of expenses relating to
                 the acquisition.
  
                 The consideration paid by the Company was
                 determined in arms-length negotiations between
                 the Company and the various constituents of
                 the Sun World bankruptcy case.  As required
                 under the Plan, a total of $3 million in cash
                 and 829,090 shares of newly issued common
                 stock was delivered to the previous holders of
                 the stock of Sun World upon transfer of such
                 stock to the Company.  These stockholders were
                 Howard P. Marguleas, Domenick T. Bianco,
                 Martin S. Gans, James R. Greenbaum, Sr., Carl
                 S. Maggio, Robert and Charlotte J. Nies
                 Revocable Trust dated June 15, 1988, the John
                 and Shirley Thomas Family Trust
                 U/D/T/September 6, 1988, and Tostado Family
                 Trust U/D/T/September 29, 1983, as amended
                 through September 20, 1992, Carl Sam Maggio,
                 Trustee.  None of such holders were affiliates
                 of the Company at the time of the transaction.
  
                 Sun World is one of California's leading
                 fully-integrated agricultural companies with
                 agricultural landholdings of approximately 20,000 acres 
                 primarily in the Central Valley of California.  Sun World 
                 ships fresh produce to nearly every state in the United
                 States and exports fresh fruits and vegetables
                 to over thirty foreign countries.  Sun World's
                 farming operations produce approximately 7
                 million units of fruits and vegetables
                 annually, while its packing facilities handle
                 approximately 9 million units of produce
                 annually.  Sun World's marketing operations
                 include selling, merchandising and promoting 
                 Sun World grown products as well as providing
                 such services to a sizable and highly diverse
                 world-wide customer base which domestically
                 includes national retailers, club stores and
                 food service distributors.  The Company
                 intends to continue operating Sun World within
                 the same markets in which it has been
                 historically engaged and does not contemplate
                 any significant change in the use of Sun
                 World's properties.
  
  ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS
  
                 (a) Financial statements of business
                     acquired.  It is impractical at this time
                     to provide the financial statements
                     required by Item 7(a).  None of such
                     required financial statements are
                     presently available; however, they will
                     be filed via amendment as soon as
                     practicable, but not later than sixty
                     (60) days after the date on which this
                     report is required to be filed.
  
                 (b) Pro forma financial information.  It is
                     impractical at this time to provide the
                     pro forma financial statements required
                     by Item 7(b).  None of such required pro
                     forma financial statements are presently
                     available; however, they will be filed
                     via amendment as soon as practicable, but
                     not later than sixty (60) days after the
                     date on which this report is filed.
  
                 (c) Exhibits.
  
                     2.1  Debtors' Modified Fourth Amended
                          Consolidated Plan of Reorganization
                          dated June 3, 1996 (as Modified)(1)
                     2.2  Plan Implementation Agreement dated
                          July 12, 1996(1)
                     2.3  Supplement to Plan Support Agreement
                          dated June 3, 1996(1)
                     2.4  Stock Purchase Agreement with Howard
                          Marguleas dated September 13, 1996
                     2.5  Form of Stock Purchase Agreement with
                          Minority Stockholders of Sun World
                          dated September 13, 1996
                     4.1  Certificate of Designations - Series
                          A Preferred Stock
                     4.2  Certificate of Designations - Series
                          C Preferred Stock
  - ------------------
  (1) Previously filed as Exhibit to the Company's Report on Form
  10-Q for the quarter ended June 30, 1996.  
  
                 Cadiz Land Company, Inc.
  
                        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 Land Company, Inc.
                       (Registrant)
  
                 By:  /s/  Susan K. Chapman
                     -----------------------
                       Susan K. Chapman
                     Chief Financial Officer
  
  Dated:  September 30, 1996