As filed with the Securities and Exchange Commission on September 29, 1995
                                                Registration No. 33-       
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                   ---------------           
                                      Form  S-8
                               REGISTRATION STATEMENT
                                         Under
                              THE SECURITIES ACT OF 1933
                                   ---------------                        
                               CADIZ LAND COMPANY, INC.
              (Exact name of registrant as specified in its charter)
 
                    Delaware                             77-0313235
          (State or other jurisdiction of              (IRS Employer
           incorporation or organization)           Identification No.)
 
                        10535 Foothill Boulevard, Suite 150
                        Rancho Cucamonga, California 91730
                      (Address of principal executive offices)
 
                                  Keith Brackpool
                        10535 Foothill Boulevard, Suite 150
                         Rancho Cucamonga, California 91730
                      (Name and address of agent for service)
 
                                  (909) 980-2738
           (Telephone number, including area code, of agent for service)

                            -------------------------
                           Copies of communications to:
                           HOWARD J. UNTERBERGER, ESQ.
                              J. BRAD WIGGINS, ESQ.
                                Miller & Holguin
                      1801 Century Park East, Seventh Floor
                           Los Angeles, California 90067
                                  (310) 556-1990
                            -------------------------                         
 
          Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the effective date of this Registration Statement
 
 
                          CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                           Proposed    Proposed
                                Amount      Maximum    Maximum
                                To Be       Offering   Aggregate    Amount of
   Title of Securities        Registered   Price Per   Offering    Registration
    to Be Registered            (1)(3)      Unit(2)    Price(2)       Fee (2)
-------------------------------------------------------------------------------
Common Stock, no par value   27,778 shares   $0.75  $   20,833.50    $  7.19
Common Stock, no par value  100,000 shares   $1.25  $  125,000.00    $ 43.10
Common Stock, no par value  150,000 shares   $4.25  $  637,500.00    $219.83
Common Stock, no par value  127,500 shares   $5.00  $  637,500.00    $219.83
--------------------------------------------------------------------------------
         Total                                      $1,420,833.50    $489.95
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 (1)     All of such shares (the "Shares") underlie options (the "Options") 
         that were granted to present and former directors, officers, 
         employees and consultants of the Registrant.

 (2)     Pursuant to Rule 457(h) under the Securities Act of 1933, as 
         amended, the aggregate offering price and the amount of the 
         fee have been computed on the basis of the actual exercise price 
         of the Options.

 (3)     Also registered hereunder are an indeterminate number of additional 
         shares of Common Stock which may become issuable by virtue of the 
         anti-dilution provisions of the Options.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  
                                 PART I
 
 
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The documents containing the information specified in Part I of Form S-8 need 
not be filed with the Securities and Exchange Commission (the "Commission") 
either as part of this Registration Statement or as prospectuses or prospectus 
supplements pursuant to Rule 424 under the Securities Act of 1933, as amended 
(the "Securities Act"), but will be sent or given to employees as specified 
by Rule 428(b)(1) under the Securities Act.
 
 
 
                              PART II
 
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 
Item 3.   Incorporation of Documents by Reference.
 
          The following documents are incorporated by reference in this 
          Registration Statement:
 
          (a)  The Registrant's annual report on Form 10-K for the 
               fiscal year ended March 31, 1995.

          (b)  The Registrant's quarterly report on Form 10-Q for 
               the quarter ended June 30, 1995.
 
          (c)  The Registrant's report on Form 8-K dated May 1, 1995.
 
          (d)  The description of the Registrant's class of Common Stock 
               which is registered under Section 12 of the Securities 
               Exchange Act of 1934, as amended (the "Exchange Act"), 
               which description is set forth in Item 1 of the 
               registration statement on Form 8-A filed under the 
               Exchange Act on May 8, 1984, and updated in reports 
               on Form 8-K dated May 9, 1988 and May 6, 1992.
 
          In addition, all documents subsequently filed by the Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
          Act, prior to the filing of a post-effective amendment which 
          indicates that all securities offered have been sold or which 
          deregisters all securities then remaining unsold, shall be 
          deemed to be incorporated by reference in this Registration
          Statement and to be part thereof from the date of filing of
          such documents.
 
 
Item 4.   Description of Securities.
 
          Not applicable.
 
 
Item 5.   Interests of Named Experts and Counsel.
 
          Certain legal matters in connection with the issuance of 
          the securities offered hereby will be passed upon for the 
          Registrant by Miller & Holguin, attorneys at law, Los Angeles,
          California.
 
          The consolidated financial statements and schedules of the 
          Registrant included in this Registration Statement have been 
          included in reliance upon the report of Price Waterhouse,
          independent accountants, and upon the authority of that 
          firm as experts in accounting and auditing.
 
 
Item 6.   Indemnification of Directors and Officers.
 
          Section 145 of the Delaware General Corporation Law permits 
          the Registrant's Board of Directors to indemnify any person 
          against expenses (including attorneys' fees), judgments,
          fines and amounts paid in settlement actually and reasonably 
          incurred by him in connection with any threatened, pending 
          or completed action, suit or proceeding in which such person
          is made a party by reason of his being or having been a 
          director, officer, employee or agent of the Registrant, 
          in terms sufficiently broad to permit such indemnification 
          under certain circumstances for liabilities (including 
          reimbursement for expenses incurred) arising under the 
          Securities Act of 1933, as amended (the "Act").  The 
          statute provides that indemnification pursuant to its 
          provisions is not exclusive of other rights of 
          indemnification to which a person may be entitled under 
          any bylaw, agreement, vote of stockholders or disinterested 
          directors, or otherwise.
 
          The Registrant's Bylaws provide for mandatory indemnification 
          of directors and officers of the Registrant, and those serving 
          at the request of the Registrant as directors, officers,
          employees, or agents of other entities (collectively, "
          Agents"), to the maximum extent permitted by law.  The 
          Bylaws provide that such indemnification shall be a contract 
          right between each Agent and the Registrant.
 
 
Item 7.   Exemption from Registration Claimed.
 
          Not applicable.
 
 
Item 8.   Exhibits.
 
          The following documents are filed or incorporated by 
          reference as part of this Registration Statement:
 
           4.1   Specimen Form of Stock Certificate(1)
     
           5.1   Opinion of Miller & Holguin(2)
 
          10.1   Option Agreement dated April 20, 1995 
                 between Registrant and David Peterson(2)
 
          23.1   Consent of Price Waterhouse LLP(2)
 
          23.2   Consent of Miller & Holguin 
                 (included in Exhibit 5.1)(2)

 ------------------------------
 
 (1) Previously filed as Exhibit to the Registrant's Report 
     on Form 8-K dated May 6, 1992, and incorporated herein 
     by reference.
 
 (2) Filed herewith.
 


Item 9.  Undertakings.
 
         The undersigned registrant hereby undertakes:
 
         (a)  (1)   To file, during any period in which offers 
                    or sales are being made, a post-effective 
                    amendment to this registration statement:
 
                    (i)    To include any prospectus required by 
                           section 10(a)(3) of the Securities Act 
                           of 1933 (the "Securities Act");
 
                    (ii)   To reflect in the prospectus any facts 
                           or events arising after the effective
                           date of the registration statement (or 
                           the most recent post-effective
                           amendment thereof) which, individually 
                           or in the aggregate, represent a
                           fundamental change in the information 
                           set forth in the registration statement;
 
                    (iii)  To include any material information with 
                           respect to the plan of distribution
                           not previously disclosed in the 
                           registration statement or any material
                           change to such information in the 
                           registration statement.
 
                    Provided, however, that paragraphs (a)(1)(i) and 
                    (a)(1)(ii) do not apply if the registration 
                    statement is on Form S-3, Form S-8 or Form F-3, 
                    and the information required to be included in a 
                    post-effective amendment by those paragraphs is 
                    contained in periodic reports filed with or 
                    furnished to the Commission by the registrant 
                    pursuant to section 13 or section 15(d) of the
                    Securities Exchange Act of 1934 (the "Exchange 
                    Act") that are incorporated by reference in the 
                    registration statement.
 
             (2)    That, for the purpose of determining any liability 
                    under the Securities Act, each such post-effective 
                    amendment shall be deemed to be a new registration
                    statement relating to the securities offered therein, 
                    and the offering of such securities at that time shall 
                    be deemed to be the initial bona fide offering
                    thereof.
 
             (3)    To remove from registration by means of a 
                    post-effective amendment any of the securities 
                    being registered which remain unsold at the 
                    termination of the offering.
 
             (4)    If the registrant is a foreign private issuer, 
                    to file a post-effective amendment to the 
                    registration statement to include any 
                    financial statements required by Rule 3-19 
                    of Regulation S-X at the start of any delayed 
                    offering or throughout a continuous offering.  
                    Financial statements and information otherwise 
                    required by Section 10(a)(3) of the Securities 
                    Act need not be furnished, provided that the 
                    registrant includes in the prospectus, by means 
                    of a post-effective amendment, financial statements 
                    required pursuant to this paragraph (a)(4) and
                    other information necessary to ensure that all 
                    other information in the prospectus is at least 
                    as current as the date of those financial statements. 
                    Notwithstanding the foregoing, with respect to 
                    registration statements on Form F-3, a post-effective 
                    amendment need not be filed to include financial
                    statements and information required by Section 
                    10(a)(3) of the Securities Act or Rule 3-19 of 
                    Regulation S-X if such financial statements and 
                    information are contained in periodic reports 
                    filed with or furnished to the Commission by the
                    registrant pursuant to section 13 or section 15(d) 
                    of the Exchange Act that are incorporated by 
                    reference in the Form F-3. 
 
        (b)  That, for purposes of determining any liability under the 
             Securities Act, each filing of the registrant's annual 
             report pursuant to section 13(a) or section 15(d) of the
             Exchange Act (and, where applicable, each filing of an 
             employee benefit plan's annual report pursuant to section 
             15(d) of the Exchange Act) that is incorporated by reference
             in the registration statement shall be deemed to be a new 
             registration statement relating to the securities offered 
             therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.
 
        (h)  Insofar as indemnification for liabilities arising under 
             the Securities Act may be permitted to directors, officers 
             and controlling persons of the registrant pursuant to the
             foregoing provisions, or otherwise, the registrant has 
             been advised that in the opinion of the Securities and 
             Exchange Commission such indemnification is against public
             policy as expressed in the Securities Act and is, therefore, 
             unenforceable.  In the event that a claim for indemnification
             against such liabilities (other than the payment by the 
             registrant of expenses incurred or paid by a director, 
             officer or controlling person of the registrant in the 
             successful defense of any action, suit or proceeding) is 
             asserted by such director, officer or controlling person 
             in connection with the securities being registered, the 
             registrant will, unless in the opinion of its counsel the 
             matter has been settled by controlling precedent, submit 
             to a court of appropriate jurisdiction the question whether 
             such indemnification by it is against public policy as 
             expressed in the Securities Act and will be governed by 
             the final adjudication of such issue.






                               SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Rancho Cucamonga, State of California, on the
28th day of September, 1995.

                               CADIZ LAND COMPANY, INC.

                           
                           By: /s/ Keith Brackpool      
                               ---------------------------
                               Keith Brackpool
                               Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons 
in the capacities and on the dates indicated.

        Signature                      Title                   Date
        ---------                      -----                   ----


/s/ Dwight W. Makins              
--------------------------      Chairman of the Board      Sept. 28, 1995
Dwight W. Makins                and Director         


/s/ Keith Brackpool            
--------------------------      Chief Executive Officer    Sept. 28, 1995
Keith Brackpool                 and Director
                                (Principal Executive
                                Officer)


/s/ J.F.R. Hammond 
--------------------------      Director                   Sept. 28, 1995      
J.F.R. Hammond


/s/ Stephen D. Weinress                        
--------------------------      Director                   Sept. 28, 1995
Stephen D. Weinress


/s/ Susan K. Chapman            
--------------------------      Chief Financial Officer    Sept.  28, 1995
Susan K. Chapman                and Secretary
                                (Principal Financial
                                and Accounting Officer)




                             EXHIBITS INDEX



     Exhibit
     Number                  Exhibit
     -------                 -------


       5.1         Opinion of Miller & Holguin

      10.1         Option Agreement dated April 20, 1995 
                   between the registrant and
                   David Peterson

      23.1         Consent of Price Waterhouse LLP

      23.2         Consent of Miller & Holguin 
                   (included in Exhibit 5.1)






                     [MILLER AND HOLGUIN LETTERHEAD]




                            September 28, 1995





Cadiz Land Company, Inc.
10535 Foothill Boulevard
Suite 150
Rancho Cucamonga, California 91730

Re:  Cadiz Land Company, Inc. (the "Company") - 
     Registration on Form S-8

Ladies and Gentlemen:

Our opinion has been requested in connection with the 
registration statement on Form S-8 to be filed by the Company 
with the Securities and Exchange Commission on or about 
September 28, 1995 ("Registration Statement") relating to the 
offer and sale of 405,278 shares of the Company's no par value 
common stock (the "Shares") pursuant to outstanding option 
agreements ("Option Agreements") held by certain of the Company's 
present and former employees, officers and directors.

We have examined such corporate records and other documents and 
have made such examination of law as we have deemed relevant.  
Based on and subject to the above, it is our opinion that the 
Shares, when issued pursuant to the terms of the Option Agreements, 
will be duly authorized, legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

We are delivering this opinion to the Company, and no person other 
than the Company may rely upon it.

                            Very truly yours,



                            /s/ Miller & Holguin         
                            ----------------------- 
                            MILLER & HOLGUIN

M&H:wp


                    

                             OPTION AGREEMENT
    
        THIS AGREEMENT is made effective as of April 20, 1995, by and
    between David Peterson (hereinafter referred to as "Optionee"), and
    Cadiz Land Company, Inc., a Delaware corporation (hereinafter
    referred to as "Company").
    
                                  RECITALS
    
        WHEREAS, to provide additional incentive for the diligent
    performance by Optionee of his duties for the Company, the Company
    desires to grant to Optionee and Optionee is desirous of acquiring
    an option to purchase shares of the common stock of the Company,
    subject to the terms and conditions hereinafter set forth;
    
        NOW, THEREFORE, the parties hereby agree as follows:
    
        1.  Grant of Option. Subject to the terms and conditions
    hereinafter set forth, the Company hereby gives and grants to
    Optionee the right and option to purchase all or any part of an
    aggregate of 50,000 shares of the authorized but unissued common
    shares of the Company (the "Shares") at the purchase price of $4.25
    per share. The options granted hereby shall be conditional, and
    shall vest, if at all, and shall be immediately exercisable by
    Optionee, at the discretion of the Board of Directors of the
    Company, based upon the Board's good faith evaluation of the
    performance of the agricultural operations of the Company under
    Optionee's supervision. Such evaluation will take into account,
    among other things, Optionee's ability to meet the goals and
    timetables for the Company's agricultural operations as provided in
    the Company's business plan, in light of the resources allocated by
    the Company to such operations and external market conditions
    affecting such operations. The Board may also examine such
    additional objective and subjective criteria as may be deemed
    relevant by the Board from time to time. It shall be a further
    condition to the vesting of the conditional options described herein
    that, at the time of vesting, Optionee shall be an active employee
    of the Company. These conditional options shall expire five (5)
    years from the date hereof.
    
        2.  Exercise of Option. Optionee may exercise any option
    granted hereunder subsequent to the vesting thereof by notifying the
    Company in writing of his intention to exercise such option. A
    closing date shall then be agreed to in good faith no later than 30
    days after the notice, at which time Optionee shall pay the purchase
    price of the Shares being purchased, and the Company shall deliver
    to Optionee the certificates for Shares duly endorsed. Optionee may
    purchase all or any part of the Shares subject to options granted
    hereby subsequent to the vesting thereof.
    
        3.  Representations. The Company represents and warrants to
    Optionee that Optionee, upon proper exercise, shall receive good and
    marketable title to the Shares underlying the options being granted
    hereby, free of all pledges, liens and encumbrances, except as
    provided in paragraph 4.
    
        4.  Representations and Warranties of Optionee. Optionee
    hereby represents and warrants that:
    
            A.  The options granted hereby and the Shares which will
                be purchased by and delivered to Optionee upon 
                exercise of such options are being acquired by
                Optionee for his own account and not with a view to
                resale or other disposition thereof.
    
            B.  The options granted hereunder and any Shares which
                may be issued to Optionee upon the exercise of
                options granted hereunder are restricted securities,
                and are not freely tradeable. Optionee will not
                sell, transfer, or make any other disposition of any
                option or the Shares to be purchased and delivered
                to Optionee hereunder upon the exercise of such
                option unless and until (a) such option or Shares,
                as applicable, are included in a registration
                statement or a post-effective amendment under the
                Securities Act which has been filed by the the
                Company and declared effective by the Securities and
                Exchange Commission (the "SEC"), or (b) in the
                opinion of counsel for the the Company, no such
                registration statement or post-effective amendment
                is required, or (c) the SEC has first issued a "no
                action" letter regarding any such proposed
                disposition of any option or the Shares.
    
        5.  Federal and State Securities Law Requirements. The
    obligation of the Company to deliver and transfer the Shares to the
    Optionee upon any exercise of any option shall be subject to the
    following:
    
            A.  The Company may require Optionee, as an additional
                condition of its obligation to deliver the Shares
                upon exercise of any option hereunder, to make any
                representations and warranties (including without
                limit those set forth in Paragraph 4 hereof) with
                respect to the Shares as may, in the opinion of
                counsel to the Company, be required to ensure
                compliance with the Securities Act, the securities
                laws of any state, or any other applicable law,
                regulation, or rule of any governmental agency.

            B.  Each certificate representing the Shares issued
                pursuant to this Agreement shall bear whatever
                legends are required by federal or state law or by
                any governmental agency. In particular, unless an
                appropriate registration statement is filed pursuant
                to the Securities Act with respect to the hares,
                each certificate representing such Shares shall be
                endorsed on its face with the following legend or
                its equivalent:
    
            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
            NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED
            ONLY IF THEY HAVE BEEN REGISTERED UNDER SAID ACT OR
            THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
            SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
            EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF
            COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF
            REASONABLY SATISFACTORY TO THE ISSUER.
    
        6.  Restrictions. Optionee:

            A.  Shall not be entitled to any type of dividend
                declared by the Company, unless and until an option
                is exercised; and

            B.  Shall not be entitled to any voting rights by virtue
                of an option; and
    
            C.  Acknowledges that the options granted hereby are
                personal to Optionee and that Optionee may not sell,
                assign, transfer or otherwise dispose of such
                options to any other person, other than by way of
                pledge as security in a bona fide loan transaction
                or otherwise with the prior written consent of the
                Company.
    
        7.  Anti-Dilution. If prior to the exercise of any option
    granted hereunder the Company shall have effected one or more stock
    split-ups, stock dividends, or other increases or reductions of the
    number of shares of its common stock outstanding without receiving
    compensation therefor in money, services or property, the number of
    Shares of common stock subject to the options hereby granted shall
    (a) if a net increase shall have been effected in the number of
    outstanding shares of the Company's common stock, be proportionately
    increased and the cash consideration payable per Share shall be
    proportionately reduced; and (b) if a net reduction shall have been
    effected in the number of outstanding shares of the Company's common
    stock, be proportionately reduced and the cash consideration payable
    per Share be proportionately increased.
    
        8.  Piggyback Registration Rights. If, during the time which
    the Optionee is eligible to exercise any options granted hereunder,
    the Company proposes to file with the Securities and Exchange
    Commission a registration statement for registration under the Act,
    the Company will use its best efforts to include in any such filing
    the Shares underlying Optionee's vested options upon terms and
    conditions substantially similar to those granted to other holders
    of the Company's securities who have been granted piggyback
    registration rights.
    
        9.  Aqreement to Perform Necessary Acts. The parties hereto
    agree to cooperate fully with one another in executing all
    documents, certificates, notices, filings and the like and
    performing all acts reasonably necessary to carry out the intent of
    this agreement.
    
       10.  Amendments. This agreement may not be modified, amended
    or changed except by an instrument in writing signed by the parties
    hereto.
    
       11.  Applicable Law. This Agreement shall be construed and
    enforced in accordance with the laws of the State of California.
    
       12. Successors. The terms of this Agreement shall be binding
    upon the executors, administrators, heirs, successors, transferees
    and assignees of the Optionee.
    
       13. Counterparts. This Agreement may be executed in any
    number of identical counterparts, each of which shall be deemed a
    complete original in itself and may be introduced in evidence or
    used for any other purpose without the production of any other
    counterparts.
    
       14. Litigation and Attorneys' Fees. In the event of any
    litigation between the parties hereto in connection with this
    Agreement or to enforce any provision or right hereunder, the
    unsuccessful party to such litigation shall pay to the successful
    party the reasonable legal expenses, to include without limitation,
    attorney's fees, costs and necessary disbursements incurred by the
    successful party, which costs, expenses and attorneys' fees shall be
    included as a part of any judgment rendered in such action in
    addition to any other relief to which the successful party may be
    entitled.
    
        IN WITNESS WHEREOF, the parties have executed this Option
    Agreement as of the day and year first above written.
   
                        OPTIONOR
   
                        CADIZ LAND COMPANY, INC.
    

                        By:  /s/ Keith Brackpool
                             ---------------------------------  
                             Keith Brackpool, Chief Executive 
                             Officer
    
 
                        OPTIONEE
    

                        By:  /s/ David Peterson
                             ---------------------------------
                             David Peterson   





      
                     





                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 of Cadiz Land Company, Inc. of our report dated 
June 9, 1995 appearing with the Consolidated Financial Statements
included in the Form 10-K for the year ended March 31, 1995.  We also
consent to the incorporation by reference of our report on the Financial
Statement Scheudles, which appears on page 48 of such Annual Report
on Form 10-K.



/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
Los Angeles, California
September 28, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32288}]
{"company-data": {"conformed-name": "CADIZ LAND CO INC", "cik": "0000727273", "assigned-sic": "0700", "irs-number": "770313235", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63065", "film-number": "95577509"}, "business-address": {"street1": "10535 FOOTHILL BLVD STE 150", "city": "RANCHO CUCAMONGA", "state": "CA", "zip": "91730", "phone": "9099802738"}, "mail-address": {"street1": "10535 FOOTHILL BLVD SUITE 150", "city": "RANCHO CUCAMONGA", "state": "CA", "zip": "91730"}, "former-company": [{"former-conformed-name": "PACIFIC AGRICULTURAL HOLDINGS INC", "date-changed": "19920602"}, {"former-conformed-name": "ARIDTECH INC", "date-changed": "19880523"}]}
As filed with the Securities and Exchange Commission on September 29, 1995
                                                Registration No. 33-       
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                   ---------------           
                                      Form  S-8
                               REGISTRATION STATEMENT
                                         Under
                              THE SECURITIES ACT OF 1933
                                   ---------------                        
                               CADIZ LAND COMPANY, INC.
              (Exact name of registrant as specified in its charter)
 
                    Delaware                             77-0313235
          (State or other jurisdiction of              (IRS Employer
           incorporation or organization)           Identification No.)
 
                        10535 Foothill Boulevard, Suite 150
                        Rancho Cucamonga, California 91730
                      (Address of principal executive offices)
 
                                  Keith Brackpool
                        10535 Foothill Boulevard, Suite 150
                         Rancho Cucamonga, California 91730
                      (Name and address of agent for service)
 
                                  (909) 980-2738
           (Telephone number, including area code, of agent for service)

                            -------------------------
                           Copies of communications to:
                           HOWARD J. UNTERBERGER, ESQ.
                              J. BRAD WIGGINS, ESQ.
                                Miller & Holguin
                      1801 Century Park East, Seventh Floor
                           Los Angeles, California 90067
                                  (310) 556-1990
                            -------------------------                         
 
          Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the effective date of this Registration Statement
 
 
                          CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                           Proposed    Proposed
                                Amount      Maximum    Maximum
                                To Be       Offering   Aggregate    Amount of
   Title of Securities        Registered   Price Per   Offering    Registration
    to Be Registered            (1)(3)      Unit(2)    Price(2)       Fee (2)
-------------------------------------------------------------------------------
Common Stock, no par value   27,778 shares   $0.75  $   20,833.50    $  7.19
Common Stock, no par value  100,000 shares   $1.25  $  125,000.00    $ 43.10
Common Stock, no par value  150,000 shares   $4.25  $  637,500.00    $219.83
Common Stock, no par value  127,500 shares   $5.00  $  637,500.00    $219.83
--------------------------------------------------------------------------------
         Total                                      $1,420,833.50    $489.95
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 (1)     All of such shares (the "Shares") underlie options (the "Options") 
         that were granted to present and former directors, officers, 
         employees and consultants of the Registrant.

 (2)     Pursuant to Rule 457(h) under the Securities Act of 1933, as 
         amended, the aggregate offering price and the amount of the 
         fee have been computed on the basis of the actual exercise price 
         of the Options.

 (3)     Also registered hereunder are an indeterminate number of additional 
         shares of Common Stock which may become issuable by virtue of the 
         anti-dilution provisions of the Options.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  
                                 PART I
 
 
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The documents containing the information specified in Part I of Form S-8 need 
not be filed with the Securities and Exchange Commission (the "Commission") 
either as part of this Registration Statement or as prospectuses or prospectus 
supplements pursuant to Rule 424 under the Securities Act of 1933, as amended 
(the "Securities Act"), but will be sent or given to employees as specified 
by Rule 428(b)(1) under the Securities Act.
 
 
 
                              PART II
 
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 
Item 3.   Incorporation of Documents by Reference.
 
          The following documents are incorporated by reference in this 
          Registration Statement:
 
          (a)  The Registrant's annual report on Form 10-K for the 
               fiscal year ended March 31, 1995.

          (b)  The Registrant's quarterly report on Form 10-Q for 
               the quarter ended June 30, 1995.
 
          (c)  The Registrant's report on Form 8-K dated May 1, 1995.
 
          (d)  The description of the Registrant's class of Common Stock 
               which is registered under Section 12 of the Securities 
               Exchange Act of 1934, as amended (the "Exchange Act"), 
               which description is set forth in Item 1 of the 
               registration statement on Form 8-A filed under the 
               Exchange Act on May 8, 1984, and updated in reports 
               on Form 8-K dated May 9, 1988 and May 6, 1992.
 
          In addition, all documents subsequently filed by the Registrant
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
          Act, prior to the filing of a post-effective amendment which 
          indicates that all securities offered have been sold or which 
          deregisters all securities then remaining unsold, shall be 
          deemed to be incorporated by reference in this Registration
          Statement and to be part thereof from the date of filing of
          such documents.
 
 
Item 4.   Description of Securities.
 
          Not applicable.
 
 
Item 5.   Interests of Named Experts and Counsel.
 
          Certain legal matters in connection with the issuance of 
          the securities offered hereby will be passed upon for the 
          Registrant by Miller & Holguin, attorneys at law, Los Angeles,
          California.
 
          The consolidated financial statements and schedules of the 
          Registrant included in this Registration Statement have been 
          included in reliance upon the report of Price Waterhouse,
          independent accountants, and upon the authority of that 
          firm as experts in accounting and auditing.
 
 
Item 6.   Indemnification of Directors and Officers.
 
          Section 145 of the Delaware General Corporation Law permits 
          the Registrant's Board of Directors to indemnify any person 
          against expenses (including attorneys' fees), judgments,
          fines and amounts paid in settlement actually and reasonably 
          incurred by him in connection with any threatened, pending 
          or completed action, suit or proceeding in which such person
          is made a party by reason of his being or having been a 
          director, officer, employee or agent of the Registrant, 
          in terms sufficiently broad to permit such indemnification 
          under certain circumstances for liabilities (including 
          reimbursement for expenses incurred) arising under the 
          Securities Act of 1933, as amended (the "Act").  The 
          statute provides that indemnification pursuant to its 
          provisions is not exclusive of other rights of 
          indemnification to which a person may be entitled under 
          any bylaw, agreement, vote of stockholders or disinterested 
          directors, or otherwise.
 
          The Registrant's Bylaws provide for mandatory indemnification 
          of directors and officers of the Registrant, and those serving 
          at the request of the Registrant as directors, officers,
          employees, or agents of other entities (collectively, "
          Agents"), to the maximum extent permitted by law.  The 
          Bylaws provide that such indemnification shall be a contract 
          right between each Agent and the Registrant.
 
 
Item 7.   Exemption from Registration Claimed.
 
          Not applicable.
 
 
Item 8.   Exhibits.
 
          The following documents are filed or incorporated by 
          reference as part of this Registration Statement:
 
           4.1   Specimen Form of Stock Certificate(1)
     
           5.1   Opinion of Miller & Holguin(2)
 
          10.1   Option Agreement dated April 20, 1995 
                 between Registrant and David Peterson(2)
 
          23.1   Consent of Price Waterhouse LLP(2)
 
          23.2   Consent of Miller & Holguin 
                 (included in Exhibit 5.1)(2)

 ------------------------------
 
 (1) Previously filed as Exhibit to the Registrant's Report 
     on Form 8-K dated May 6, 1992, and incorporated herein 
     by reference.
 
 (2) Filed herewith.
 

Item 9.  Undertakings.
 
         The undersigned registrant hereby undertakes:
 
         (a)  (1)   To file, during any period in which offers 
                    or sales are being made, a post-effective 
                    amendment to this registration statement:
 
                    (i)    To include any prospectus required by 
                           section 10(a)(3) of the Securities Act 
                           of 1933 (the "Securities Act");
 
                    (ii)   To reflect in the prospectus any facts 
                           or events arising after the effective
                           date of the registration statement (or 
                           the most recent post-effective
                           amendment thereof) which, individually 
                           or in the aggregate, represent a
                           fundamental change in the information 
                           set forth in the registration statement;
 
                    (iii)  To include any material information with 
                           respect to the plan of distribution
                           not previously disclosed in the 
                           registration statement or any material
                           change to such information in the 
                           registration statement.
 
                    Provided, however, that paragraphs (a)(1)(i) and 
                    (a)(1)(ii) do not apply if the registration 
                    statement is on Form S-3, Form S-8 or Form F-3, 
                    and the information required to be included in a 
                    post-effective amendment by those paragraphs is 
                    contained in periodic reports filed with or 
                    furnished to the Commission by the registrant 
                    pursuant to section 13 or section 15(d) of the
                    Securities Exchange Act of 1934 (the "Exchange 
                    Act") that are incorporated by reference in the 
                    registration statement.
 
             (2)    That, for the purpose of determining any liability 
                    under the Securities Act, each such post-effective 
                    amendment shall be deemed to be a new registration
                    statement relating to the securities offered therein, 
                    and the offering of such securities at that time shall 
                    be deemed to be the initial bona fide offering
                    thereof.
 
             (3)    To remove from registration by means of a 
                    post-effective amendment any of the securities 
                    being registered which remain unsold at the 
                    termination of the offering.
 
             (4)    If the registrant is a foreign private issuer, 
                    to file a post-effective amendment to the 
                    registration statement to include any 
                    financial statements required by Rule 3-19 
                    of Regulation S-X at the start of any delayed 
                    offering or throughout a continuous offering.  
                    Financial statements and information otherwise 
                    required by Section 10(a)(3) of the Securities 
                    Act need not be furnished, provided that the 
                    registrant includes in the prospectus, by means 
                    of a post-effective amendment, financial statements 
                    required pursuant to this paragraph (a)(4) and
                    other information necessary to ensure that all 
                    other information in the prospectus is at least 
                    as current as the date of those financial statements. 
                    Notwithstanding the foregoing, with respect to 
                    registration statements on Form F-3, a post-effective 
                    amendment need not be filed to include financial
                    statements and information required by Section 
                    10(a)(3) of the Securities Act or Rule 3-19 of 
                    Regulation S-X if such financial statements and 
                    information are contained in periodic reports 
                    filed with or furnished to the Commission by the
                    registrant pursuant to section 13 or section 15(d) 
                    of the Exchange Act that are incorporated by 
                    reference in the Form F-3. 
 
        (b)  That, for purposes of determining any liability under the 
             Securities Act, each filing of the registrant's annual 
             report pursuant to section 13(a) or section 15(d) of the
             Exchange Act (and, where applicable, each filing of an 
             employee benefit plan's annual report pursuant to section 
             15(d) of the Exchange Act) that is incorporated by reference
             in the registration statement shall be deemed to be a new 
             registration statement relating to the securities offered 
             therein, and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering thereof.
 
        (h)  Insofar as indemnification for liabilities arising under 
             the Securities Act may be permitted to directors, officers 
             and controlling persons of the registrant pursuant to the
             foregoing provisions, or otherwise, the registrant has 
             been advised that in the opinion of the Securities and 
             Exchange Commission such indemnification is against public
             policy as expressed in the Securities Act and is, therefore, 
             unenforceable.  In the event that a claim for indemnification
             against such liabilities (other than the payment by the 
             registrant of expenses incurred or paid by a director, 
             officer or controlling person of the registrant in the 
             successful defense of any action, suit or proceeding) is 
             asserted by such director, officer or controlling person 
             in connection with the securities being registered, the 
             registrant will, unless in the opinion of its counsel the 
             matter has been settled by controlling precedent, submit 
             to a court of appropriate jurisdiction the question whether 
             such indemnification by it is against public policy as 
             expressed in the Securities Act and will be governed by 
             the final adjudication of such issue.

                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Rancho Cucamonga, State of California, on the
28th day of September, 1995.

                               CADIZ LAND COMPANY, INC.

                           
                           By: /s/ Keith Brackpool      
                               ---------------------------
                               Keith Brackpool
                               Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons 
in the capacities and on the dates indicated.

        Signature                      Title                   Date
        ---------                      -----                   ----

/s/ Dwight W. Makins              
--------------------------      Chairman of the Board      Sept. 28, 1995
Dwight W. Makins                and Director         

/s/ Keith Brackpool            
--------------------------      Chief Executive Officer    Sept. 28, 1995
Keith Brackpool                 and Director
                                (Principal Executive
                                Officer)

/s/ J.F.R. Hammond 
--------------------------      Director                   Sept. 28, 1995      
J.F.R. Hammond

/s/ Stephen D. Weinress                        
--------------------------      Director                   Sept. 28, 1995
Stephen D. Weinress

/s/ Susan K. Chapman            
--------------------------      Chief Financial Officer    Sept.  28, 1995
Susan K. Chapman                and Secretary
                                (Principal Financial
                                and Accounting Officer)

                             EXHIBITS INDEX

     Exhibit
     Number                  Exhibit
     -------                 -------

       5.1         Opinion of Miller & Holguin

      10.1         Option Agreement dated April 20, 1995 
                   between the registrant and
                   David Peterson

      23.1         Consent of Price Waterhouse LLP

      23.2         Consent of Miller & Holguin 
                   (included in Exhibit 5.1)

                     [MILLER AND HOLGUIN LETTERHEAD]

                            September 28, 1995

Cadiz Land Company, Inc.
10535 Foothill Boulevard
Suite 150
Rancho Cucamonga, California 91730

Re:  Cadiz Land Company, Inc. (the "Company") - 
     Registration on Form S-8

Ladies and Gentlemen:

Our opinion has been requested in connection with the 
registration statement on Form S-8 to be filed by the Company 
with the Securities and Exchange Commission on or about 
September 28, 1995 ("Registration Statement") relating to the 
offer and sale of 405,278 shares of the Company's no par value 
common stock (the "Shares") pursuant to outstanding option 
agreements ("Option Agreements") held by certain of the Company's 
present and former employees, officers and directors.

We have examined such corporate records and other documents and 
have made such examination of law as we have deemed relevant.  
Based on and subject to the above, it is our opinion that the 
Shares, when issued pursuant to the terms of the Option Agreements, 
will be duly authorized, legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

We are delivering this opinion to the Company, and no person other 
than the Company may rely upon it.

                            Very truly yours,

                            /s/ Miller & Holguin         
                            ----------------------- 
                            MILLER & HOLGUIN

M&H:wp

                    

                             OPTION AGREEMENT
    
        THIS AGREEMENT is made effective as of April 20, 1995, by and
    between David Peterson (hereinafter referred to as "Optionee"), and
    Cadiz Land Company, Inc., a Delaware corporation (hereinafter
    referred to as "Company").
    
                                  RECITALS
    
        WHEREAS, to provide additional incentive for the diligent
    performance by Optionee of his duties for the Company, the Company
    desires to grant to Optionee and Optionee is desirous of acquiring
    an option to purchase shares of the common stock of the Company,
    subject to the terms and conditions hereinafter set forth;
    
        NOW, THEREFORE, the parties hereby agree as follows:
    
        1.  Grant of Option. Subject to the terms and conditions
    hereinafter set forth, the Company hereby gives and grants to
    Optionee the right and option to purchase all or any part of an
    aggregate of 50,000 shares of the authorized but unissued common
    shares of the Company (the "Shares") at the purchase price of $4.25
    per share. The options granted hereby shall be conditional, and
    shall vest, if at all, and shall be immediately exercisable by
    Optionee, at the discretion of the Board of Directors of the
    Company, based upon the Board's good faith evaluation of the
    performance of the agricultural operations of the Company under
    Optionee's supervision. Such evaluation will take into account,
    among other things, Optionee's ability to meet the goals and
    timetables for the Company's agricultural operations as provided in
    the Company's business plan, in light of the resources allocated by
    the Company to such operations and external market conditions
    affecting such operations. The Board may also examine such
    additional objective and subjective criteria as may be deemed
    relevant by the Board from time to time. It shall be a further
    condition to the vesting of the conditional options described herein
    that, at the time of vesting, Optionee shall be an active employee
    of the Company. These conditional options shall expire five (5)
    years from the date hereof.
    
        2.  Exercise of Option. Optionee may exercise any option
    granted hereunder subsequent to the vesting thereof by notifying the
    Company in writing of his intention to exercise such option. A
    closing date shall then be agreed to in good faith no later than 30
    days after the notice, at which time Optionee shall pay the purchase
    price of the Shares being purchased, and the Company shall deliver
    to Optionee the certificates for Shares duly endorsed. Optionee may
    purchase all or any part of the Shares subject to options granted
    hereby subsequent to the vesting thereof.
    
        3.  Representations. The Company represents and warrants to
    Optionee that Optionee, upon proper exercise, shall receive good and
    marketable title to the Shares underlying the options being granted
    hereby, free of all pledges, liens and encumbrances, except as
    provided in paragraph 4.
    
        4.  Representations and Warranties of Optionee. Optionee
    hereby represents and warrants that:
    
            A.  The options granted hereby and the Shares which will
                be purchased by and delivered to Optionee upon 
                exercise of such options are being acquired by
                Optionee for his own account and not with a view to
                resale or other disposition thereof.
    
            B.  The options granted hereunder and any Shares which
                may be issued to Optionee upon the exercise of
                options granted hereunder are restricted securities,
                and are not freely tradeable. Optionee will not
                sell, transfer, or make any other disposition of any
                option or the Shares to be purchased and delivered
                to Optionee hereunder upon the exercise of such
                option unless and until (a) such option or Shares,
                as applicable, are included in a registration
                statement or a post-effective amendment under the
                Securities Act which has been filed by the the
                Company and declared effective by the Securities and
                Exchange Commission (the "SEC"), or (b) in the
                opinion of counsel for the the Company, no such
                registration statement or post-effective amendment
                is required, or (c) the SEC has first issued a "no
                action" letter regarding any such proposed
                disposition of any option or the Shares.
    
        5.  Federal and State Securities Law Requirements. The
    obligation of the Company to deliver and transfer the Shares to the
    Optionee upon any exercise of any option shall be subject to the
    following:
    
            A.  The Company may require Optionee, as an additional
                condition of its obligation to deliver the Shares
                upon exercise of any option hereunder, to make any
                representations and warranties (including without
                limit those set forth in Paragraph 4 hereof) with
                respect to the Shares as may, in the opinion of
                counsel to the Company, be required to ensure
                compliance with the Securities Act, the securities
                laws of any state, or any other applicable law,
                regulation, or rule of any governmental agency.

            B.  Each certificate representing the Shares issued
                pursuant to this Agreement shall bear whatever
                legends are required by federal or state law or by
                any governmental agency. In particular, unless an
                appropriate registration statement is filed pursuant
                to the Securities Act with respect to the hares,
                each certificate representing such Shares shall be
                endorsed on its face with the following legend or
                its equivalent:
    
            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
            NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933. THE SECURITIES MAY BE SOLD OR TRANSFERRED
            ONLY IF THEY HAVE BEEN REGISTERED UNDER SAID ACT OR
            THERE EXISTS AN EXEMPTION FROM REGISTRATION UNDER
            SAID ACT OR THE RULES AND REGULATIONS THEREUNDER
            EVIDENCED BY A NO-ACTION LETTER OR AN OPINION OF
            COUNSEL TO THE ISSUER OR TO THE HOLDER HEREOF
            REASONABLY SATISFACTORY TO THE ISSUER.
    
        6.  Restrictions. Optionee:

            A.  Shall not be entitled to any type of dividend
                declared by the Company, unless and until an option
                is exercised; and

            B.  Shall not be entitled to any voting rights by virtue
                of an option; and
    
            C.  Acknowledges that the options granted hereby are
                personal to Optionee and that Optionee may not sell,
                assign, transfer or otherwise dispose of such
                options to any other person, other than by way of
                pledge as security in a bona fide loan transaction
                or otherwise with the prior written consent of the
                Company.
    
        7.  Anti-Dilution. If prior to the exercise of any option
    granted hereunder the Company shall have effected one or more stock
    split-ups, stock dividends, or other increases or reductions of the
    number of shares of its common stock outstanding without receiving
    compensation therefor in money, services or property, the number of
    Shares of common stock subject to the options hereby granted shall
    (a) if a net increase shall have been effected in the number of
    outstanding shares of the Company's common stock, be proportionately
    increased and the cash consideration payable per Share shall be
    proportionately reduced; and (b) if a net reduction shall have been
    effected in the number of outstanding shares of the Company's common
    stock, be proportionately reduced and the cash consideration payable
    per Share be proportionately increased.
    
        8.  Piggyback Registration Rights. If, during the time which
    the Optionee is eligible to exercise any options granted hereunder,
    the Company proposes to file with the Securities and Exchange
    Commission a registration statement for registration under the Act,
    the Company will use its best efforts to include in any such filing
    the Shares underlying Optionee's vested options upon terms and
    conditions substantially similar to those granted to other holders
    of the Company's securities who have been granted piggyback
    registration rights.
    
        9.  Aqreement to Perform Necessary Acts. The parties hereto
    agree to cooperate fully with one another in executing all
    documents, certificates, notices, filings and the like and
    performing all acts reasonably necessary to carry out the intent of
    this agreement.
    
       10.  Amendments. This agreement may not be modified, amended
    or changed except by an instrument in writing signed by the parties
    hereto.
    
       11.  Applicable Law. This Agreement shall be construed and
    enforced in accordance with the laws of the State of California.
    
       12. Successors. The terms of this Agreement shall be binding
    upon the executors, administrators, heirs, successors, transferees
    and assignees of the Optionee.
    
       13. Counterparts. This Agreement may be executed in any
    number of identical counterparts, each of which shall be deemed a
    complete original in itself and may be introduced in evidence or
    used for any other purpose without the production of any other
    counterparts.
    
       14. Litigation and Attorneys' Fees. In the event of any
    litigation between the parties hereto in connection with this
    Agreement or to enforce any provision or right hereunder, the
    unsuccessful party to such litigation shall pay to the successful
    party the reasonable legal expenses, to include without limitation,
    attorney's fees, costs and necessary disbursements incurred by the
    successful party, which costs, expenses and attorneys' fees shall be
    included as a part of any judgment rendered in such action in
    addition to any other relief to which the successful party may be
    entitled.
    
        IN WITNESS WHEREOF, the parties have executed this Option
    Agreement as of the day and year first above written.
   
                        OPTIONOR
   
                        CADIZ LAND COMPANY, INC.
    

                        By:  /s/ Keith Brackpool
                             ---------------------------------  
                             Keith Brackpool, Chief Executive 
                             Officer
    
 
                        OPTIONEE
    

                        By:  /s/ David Peterson
                             ---------------------------------
                             David Peterson   

      
                     

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 of Cadiz Land Company, Inc. of our report dated 
June 9, 1995 appearing with the Consolidated Financial Statements
included in the Form 10-K for the year ended March 31, 1995.  We also
consent to the incorporation by reference of our report on the Financial
Statement Scheudles, which appears on page 48 of such Annual Report
on Form 10-K.

/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
Los Angeles, California
September 28, 1995