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):
                              May 29, 1998
  
  
  
                           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.)
  
  
                                
         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 
  
  On December 23, 1997, the Company entered into an interim agreement
  with the Metropolitan Water District of Southern California
  ("Metropolitan") to verify feasibility of and develop principles
  and terms for a groundwater storage and dry-year supply program at
  its Cadiz, California property. Facing a rapidly increasing
  population and reduced allocations of Colorado River water,
  Metropolitan is seeking reliable, high-quality alternative water 
  supplies to assist with Southern California's projected shortages.
  
  The Company owns approximately 27,000 acres in the Cadiz and Fenner
  valleys of eastern San Bernardino County -- property that overlays
  an underground aquifer system with significant water recharge and
  storage capacities and which can yield substantial amounts of high-
  quality, indigenous groundwater. During wet years or periods of
  excess supply, the Company would store water from Metropolitan's 
  Colorado River Aqueduct ("CRA") in its aquifer system. During 
  periods of regional drought or reduced allocations from the Colorado 
  River, the previously imported water, together with additional 
  indigenous groundwater, would be extracted and delivered, via a 
  35-mile conveyance pipeline, back to the CRA.
  
  On May 15, 1998, the Company announced that Metropolitan, assisted
  by an accredited panel of independent industry experts, had
  confirmed the program's technical feasibility and that proposed
  principles for agreement ("Principles") had been developed.  On
  May 28, 1998, Metropolitan released the proposed Principles to 
  its Board of Directors for review at its forthcoming Board Meeting, 
  and will request action at a subsequent Board meeting.
  
  A summary of the proposed Principles is as follows:
  
    SCOPE OF PROGRAM - The program consists of two components:
    storage and dry-year supply (transfer). Metropolitan would store a
    minimum of 500,000 acre-feet of CRA water in the groundwater basin
    in the first five years that the program is operational.
    Metropolitan would also purchase a minimum of 1,100,000 acre-feet
    of indigenous groundwater for transfer during the 50-year term of 
    the agreement. Metropolitan would further commit to purchase an 
    additional 400,000 acre-feet of indigenous groundwater or substitute 
    a like amount of CRA water for storage.  In addition to these minimum 
    commitments totaling 2,000,000 acre-feet of program utilization, 
    Metropolitan would have the right to purchase any additional water 
    available for transfer during the agreement period and may store 
    more water if desired.  The program facilities would have the 
    capacity to convey ("Put"), deliver ("Take") or "Transfer" 
    100,000 acre-feet of water per year.
  
    STORAGE COMPONENT FEES  -  Metropolitan would pay the Company $90 
    per acre-foot for CRA water cycled through the basin ($50 for Put 
    and $40 for Take), and a $5 per acre-foot Storage fee every year 
    that water is stored in the groundwater basin.  All of the fees 
    for cycling CRA water through the groundwater basin would be 
    adjusted for inflation.
  
  
    DRY-YEAR SUPPLY (TRANSFER) COMPONENT FEES - Metropolitan would
    pay the Company a base rate of $230 per acre-foot which would be 
    adjusted according to a water price index (discussed below), minus 
    a discount of approximately five percent.  Payment for the committed 
    minimum of 1,100,000 acre-feet of dry-year supply would be as follows:
  
            First 500,000 acre-feet - $55 million payable upon 
            environmental certification. The balance of $60 million, 
            subject to adjustment for the water price index, payable
            concurrent with completion of construction.
  
            Additional 600,000 acre-feet - Purchased at the earlier of
            delivery or in three 10-year increments of 200,000 acre-
            feet with the first increment payable 10 years from 
            completion of construction.
  
    WATER PRICE INDEX - This index would measure the change in the
    weighted average costs of new water supplies available to
    Metropolitan and other Southern California water providers. This 
    index, on a periodic basis, would adjust the price of the dry-year 
    water supply being provided by the Company.
  
    WATER QUALITY FEE - Both parties recognize that transfer of
    the Company's high-quality, indigenous groundwater provides a
    significant water quality benefit to Metropolitan. Accordingly,
    Metropolitan would pay a fee to the Company in any year of 
    delivery to the CRA based upon the actual cost savings resulting 
    from the use of the Company's indigenous groundwater.  This fee 
    would be additive to both the Take and Transfer fees discussed above.
  
    PROGRAM CAPITAL FACILITIES - Spreading basins, extraction
    wells, a 35-mile conveyance pipeline and a pumping plant would 
    be constructed to deliver water to and from the groundwater basin 
    to the CRA.  These facilities would be dedicated to Metropolitan's 
    exclusive use during the term of the agreement and are estimated 
    to cost between $125 and $150 million. The Company would finance 
    half of the facilities through its corporate resources or long-term
    borrowing. Metropolitan would fund half of the facilities through 
    public financing for Colorado River storage programs either through 
    a statewide bond measure or legislation. All operational costs of 
    the program (including annual operations, maintenance, and energy 
    costs) would be an obligation of Metropolitan.
  
    GROUNDWATER MONITORING PLAN - Both parties would implement a
    comprehensive, independent groundwater monitoring and management
    plan to ensure long-term protection of the groundwater basin.
  
  Pending action by Metropolitan's Board of Directors, a formal
  agreement would be finalized and the environmental review process
  would commence.
             
  
  
  
  
  
                                    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:  May 29,1998
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7554}]
metadata_filer: {"company-data": {"conformed-name": "CADIZ LAND CO 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": "98634403"}, "business-address": {"street1": "100 WILSHIRE BLVD.", "street2": "SUITE 1600", "city": "SANTA MONICA", "state": "CA", "zip": "90401", "phone": "310-899-4700"}, "mail-address": {"street1": "100 WILSHIRE BLVD.", "street2": "SUITE 1600", "city": "SANTA MONICA", "state": "CA", "zip": "90401-1111"}, "former-company": [{"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):
                              May 29, 1998
  
                           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.)
  
                                
         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 
  
  On December 23, 1997, the Company entered into an interim agreement
  with the Metropolitan Water District of Southern California
  ("Metropolitan") to verify feasibility of and develop principles
  and terms for a groundwater storage and dry-year supply program at
  its Cadiz, California property. Facing a rapidly increasing
  population and reduced allocations of Colorado River water,
  Metropolitan is seeking reliable, high-quality alternative water 
  supplies to assist with Southern California's projected shortages.
  
  The Company owns approximately 27,000 acres in the Cadiz and Fenner
  valleys of eastern San Bernardino County -- property that overlays
  an underground aquifer system with significant water recharge and
  storage capacities and which can yield substantial amounts of high-
  quality, indigenous groundwater. During wet years or periods of
  excess supply, the Company would store water from Metropolitan's 
  Colorado River Aqueduct ("CRA") in its aquifer system. During 
  periods of regional drought or reduced allocations from the Colorado 
  River, the previously imported water, together with additional 
  indigenous groundwater, would be extracted and delivered, via a 
  35-mile conveyance pipeline, back to the CRA.
  
  On May 15, 1998, the Company announced that Metropolitan, assisted
  by an accredited panel of independent industry experts, had
  confirmed the program's technical feasibility and that proposed
  principles for agreement ("Principles") had been developed.  On
  May 28, 1998, Metropolitan released the proposed Principles to 
  its Board of Directors for review at its forthcoming Board Meeting, 
  and will request action at a subsequent Board meeting.
  
  A summary of the proposed Principles is as follows:
  
    SCOPE OF PROGRAM - The program consists of two components:
    storage and dry-year supply (transfer). Metropolitan would store a
    minimum of 500,000 acre-feet of CRA water in the groundwater basin
    in the first five years that the program is operational.
    Metropolitan would also purchase a minimum of 1,100,000 acre-feet
    of indigenous groundwater for transfer during the 50-year term of 
    the agreement. Metropolitan would further commit to purchase an 
    additional 400,000 acre-feet of indigenous groundwater or substitute 
    a like amount of CRA water for storage.  In addition to these minimum 
    commitments totaling 2,000,000 acre-feet of program utilization, 
    Metropolitan would have the right to purchase any additional water 
    available for transfer during the agreement period and may store 
    more water if desired.  The program facilities would have the 
    capacity to convey ("Put"), deliver ("Take") or "Transfer" 
    100,000 acre-feet of water per year.
  
    STORAGE COMPONENT FEES  -  Metropolitan would pay the Company $90 
    per acre-foot for CRA water cycled through the basin ($50 for Put 
    and $40 for Take), and a $5 per acre-foot Storage fee every year 
    that water is stored in the groundwater basin.  All of the fees 
    for cycling CRA water through the groundwater basin would be 
    adjusted for inflation.
  
    DRY-YEAR SUPPLY (TRANSFER) COMPONENT FEES - Metropolitan would
    pay the Company a base rate of $230 per acre-foot which would be 
    adjusted according to a water price index (discussed below), minus 
    a discount of approximately five percent.  Payment for the committed 
    minimum of 1,100,000 acre-feet of dry-year supply would be as follows:
  
            First 500,000 acre-feet - $55 million payable upon 
            environmental certification. The balance of $60 million, 
            subject to adjustment for the water price index, payable
            concurrent with completion of construction.
  
            Additional 600,000 acre-feet - Purchased at the earlier of
            delivery or in three 10-year increments of 200,000 acre-
            feet with the first increment payable 10 years from 
            completion of construction.
  
    WATER PRICE INDEX - This index would measure the change in the
    weighted average costs of new water supplies available to
    Metropolitan and other Southern California water providers. This 
    index, on a periodic basis, would adjust the price of the dry-year 
    water supply being provided by the Company.
  
    WATER QUALITY FEE - Both parties recognize that transfer of
    the Company's high-quality, indigenous groundwater provides a
    significant water quality benefit to Metropolitan. Accordingly,
    Metropolitan would pay a fee to the Company in any year of 
    delivery to the CRA based upon the actual cost savings resulting 
    from the use of the Company's indigenous groundwater.  This fee 
    would be additive to both the Take and Transfer fees discussed above.
  
    PROGRAM CAPITAL FACILITIES - Spreading basins, extraction
    wells, a 35-mile conveyance pipeline and a pumping plant would 
    be constructed to deliver water to and from the groundwater basin 
    to the CRA.  These facilities would be dedicated to Metropolitan's 
    exclusive use during the term of the agreement and are estimated 
    to cost between $125 and $150 million. The Company would finance 
    half of the facilities through its corporate resources or long-term
    borrowing. Metropolitan would fund half of the facilities through 
    public financing for Colorado River storage programs either through 
    a statewide bond measure or legislation. All operational costs of 
    the program (including annual operations, maintenance, and energy 
    costs) would be an obligation of Metropolitan.
  
    GROUNDWATER MONITORING PLAN - Both parties would implement a
    comprehensive, independent groundwater monitoring and management
    plan to ensure long-term protection of the groundwater basin.
  
  Pending action by Metropolitan's Board of Directors, a formal
  agreement would be finalized and the environmental review process
  would commence.
             
  
                                    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:  May 29,1998