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):
                              December 7, 1998
  
  
  
                                  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, inclauding area code: (310) 899-4700
  
  ITEM 5.  OTHER EVENTS 
  
  As described in the Registrant's From 10-Q for the quarter ended
  September 30, 1998, ASC/SWB Partnership (formerly American
  SunMelon), a watermelon seed company in which the Registrant's Sun
  World International subsidiary ("Sun World") owns a 50% interest
  through a wholly-owned subsidiary, sold substantially of its assets
  to a third party on October 27, 1998 for $35 million in cash.  The
  transaction resulted in an initial cash distribution to Sun World
  of approximately $15.2 million.  Sun World's interest in ASC/SWB
  Partnership is part of the collateral securing Sun World's $115
  million secured Series B First Mortgage Notes (the "Exchange
  Notes").  Pursuant to the provisions of the bond indenture, Sun
  World offered to utilize $11.5 million of proceeds from this
  distribution to purchase Exchange Notes at par.  This offer expired
  on December 7, 1998.  No Exchange Notes were tendered pursuant to
  the offer.  Therefore, pursuant to the terms of the bond indenture,
  the full $11.5 million will be available to Sun World for general
  corporate purposes.
  
  
  
                                    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/ Stanley E. Speer 
                                           -----------------------------
                                               Stanley E. Speer
                                               Secretary
  
  Dated:  December 8, 1998
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2790}]
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": "98765440"}, "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):
                              December 7, 1998
  
                                  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, inclauding area code: (310) 899-4700
  
  ITEM 5.  OTHER EVENTS 
  
  As described in the Registrant's From 10-Q for the quarter ended
  September 30, 1998, ASC/SWB Partnership (formerly American
  SunMelon), a watermelon seed company in which the Registrant's Sun
  World International subsidiary ("Sun World") owns a 50% interest
  through a wholly-owned subsidiary, sold substantially of its assets
  to a third party on October 27, 1998 for $35 million in cash.  The
  transaction resulted in an initial cash distribution to Sun World
  of approximately $15.2 million.  Sun World's interest in ASC/SWB
  Partnership is part of the collateral securing Sun World's $115
  million secured Series B First Mortgage Notes (the "Exchange
  Notes").  Pursuant to the provisions of the bond indenture, Sun
  World offered to utilize $11.5 million of proceeds from this
  distribution to purchase Exchange Notes at par.  This offer expired
  on December 7, 1998.  No Exchange Notes were tendered pursuant to
  the offer.  Therefore, pursuant to the terms of the bond indenture,
  the full $11.5 million will be available to Sun World for general
  corporate purposes.
  
                                    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/ Stanley E. Speer 
                                           -----------------------------
                                               Stanley E. Speer
                                               Secretary
  
  Dated:  December 8, 1998