As filed with the Securities and Exchange Commission on September 12, 1997


                      Registration No. 333-

                   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.)

                         100 Wilshire Boulevard
                              Suite 1620
                    Santa Monica, California 90401
               (Address of principal executive offices)
                                   
                           Keith Brackpool
                        100 Wilshire Boulevard
                              Suite 1620
                    Santa Monica, California 90401
               (Name and address of agent for service)
                                   
                            (310) 899-4700
    (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
                                          maximum   maximum    
                                         offering   aggregate    Amount of
Title of securities       Amount to be    price     offering   Registration
to be registered          registered     per unit    price         fee
-------------------------------------------------------------------------- 
Common Stock(1)(2)(4)     950,000 Shares  $ 4.5000  $4,275,000  $  1,295.46
Common Stock(1)(2)(4)     730,000 Shares  $ 4.7500  $3,467,500  $  1,050.76
Common Stock(1)(2)(4)     312,500 Shares  $ 5.0000  $1,562,500  $    473.49
Common Stock(1)(2)(4)       5,000 Shares  $ 5.2500  $   26,250  $      7.96
Common Stock(1)(2)(4)       5,000 Shares  $ 6.0000  $   30,000  $      9.10
Common Stock(3)(4)(5)     997,500 Shares  $ 7.1563  $7,138,409  $  2,163.16
Common Stock(3)(6)         75,000 Shares  $ 7.1563  $  536,723  $    162.65
Options to Purchase Common 
  Stock(7)                997,500 Options
---------------------------------------------------------------------------
               Total                                $17,036,382  $ 5,162.58
                                                    ===========  ==========

(1)  All such shares underlie outstanding options previously issued under the
     Registrant's 1996 Stock Option Plan.  All options issued and issuable
     under such plan are defined herein as "Plan Options."  

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

(3)  Pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), the offering price and the amount of the
     fee have been computed based on the average of the high and low prices
     of the Registrant's Common Stock as reported by Nasdaq for September 9,
     1997, which date is within 5 business days prior to the filing of this
     Registration Statement.

(4)  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 Plan Options.

(5)  All such shares underlie Plan Options which are issuable under the
     Registrant's 1996 Stock Option Plan.

(6)  All such shares are issuable under the Registrant's 1997 Stock Bonus
     Plan.

(7)  The unissued Plan Options.  No additional fee for registration of these
     Plan Options is required by virtue of the last sentence of Rule 457(g). 
     
                                  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 transition report on Form 10-K for the
           transition period from April 1, 1996 to December 31, 1996,
           quarterly report on Form 10-Q for the period ended March 31,
           1997, quarterly report on Form 10-Q for the period ended June
           30, 1997, current report on Form 8-K dated February 14, 1997,
           current report on Form 8-K dated March 31, 1997, current report
           on Form 8-K dated April 16, 1997, and proxy statement for the
           annual meeting of stockholders held on June 12, 1997.

       (b) 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 as
of December 31, 1996 and for the period April 1, 1996 through December 31,
1996, and as of March 31, 1996 and for each of the two years ended March 31,
1996 and 1995, which are incorporated by reference into this Registration
Statement have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.  

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.  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.

     In 1990, the Registrant entered into an Indemnity Agreement with each of
the individuals then serving as an executive officer or director of the
Registrant, including Keith Brackpool, the current Chief Executive Officer of
the Registrant.  The Indemnity Agreement as to Mr. Brackpool remains in
effect; all of the other executive officers and directors who executed an
Indemnity Agreement with the Registrant have since resigned from their
positions with the Registrant.  The Indemnity Agreement provides for the
indemnification of the indemnified party with respect to his activities as a
director or officer of the Registrant or an affiliate of the Registrant
against expenses and liabilities, of whatever nature, incurred in connection
with any claim made against him by reason of facts which include his
affiliation with the Registrant.  Such indemnification is provided to the
maximum extent permitted by the Registrant's charter documents, insurance
policies and/or any applicable law.

     The Registrant's Certificate of Incorporation provides that a director
of the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit. 
The Registrant has also purchased a liability insurance policy which insures
its directors and officers against certain liabilities, including liabilities
under the Securities Act.

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)

    4.2   Certificate of Designations of 6% Convertible Series A Preferred
          Stock(2)

    4.3   Certificate of Designations of 6% Convertible Series B Preferred
          Stock(3)

    4.4  Certificate of Designations of 6% Convertible Series C Preferred
         Stock(2)

    4.5  Cadiz Land Company, Inc. 1996 Stock Option Plan governing the
         issuance of the Plan Options(4)

    4.6  Form of Option Agreement applicable to Plan Options

    4.7  1997 Stock Bonus Plan

    5.1  Opinion of Miller & Holguin

   23.1  Consent of Price Waterhouse LLP

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

       (1) Previously filed as an exhibit to the Registrant's report on
           Form 8-K dated May 6, 1992, and incorporated herein by reference

       (2) Previously filed as an exhibit to the Registrant's report on
           Form 8-K dated September 13, 1996, and incorporated herein by
           reference

       (3) Previously filed as an exhibit to the Registrant's report on
           Form 10-K for the fiscal year ended March 31, 1996, and
           incorporated herein by reference

       (4) Previously filed as Exhibit A to the Registrant's proxy
           statement relating to the Annual Meeting of Stockholders held on
           November 8, 1996, and incorporated herein by reference

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;

           (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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
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 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.

     (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.

                              SIGNATURE

     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 Los Angeles,
State of California, on the 12th day of September 1997.

                                             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    September 12, 1997
----------------------   and Director
Dwight W. Makins                  


/s/  Keith Brackpool     Chief Executive Officer  September 12, 1997
-----------------------  and Director
Keith Brackpool          (Principal Executive Officer)


-----------------------  Director                  ____________,1997        
Russ Hammond



/s/ Stephen D. Weinress  Director                  September 12, 1997
-----------------------
Stephen D. Weinress

_______________________  Director                 ______________, 1997
Murray H. Hutchison


/s/  Stanley E. Speer    Chief Financial Officer  September 12, 1997
-----------------------  (Principal Financial and 
Stanley E. Speer         Accounting Officer)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18905}]
{"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": "S-8", "act": "33", "file-number": "333-35491", "film-number": "97679422"}, "business-address": {"street1": "100 WILSHIRE BLVD", "street2": "SUITE 1620", "city": "SANTA MONICA", "state": "CA", "zip": "90401-1115", "phone": "3108994700"}, "mail-address": {"street1": "100 WILSHIRE BLVD.", "street2": "SUITE 1620", "city": "SANTA MONICA", "state": "CA", "zip": "90401-1115"}, "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 12, 1997

                      Registration No. 333-

                   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.)

                         100 Wilshire Boulevard
                              Suite 1620
                    Santa Monica, California 90401
               (Address of principal executive offices)
                                   
                           Keith Brackpool
                        100 Wilshire Boulevard
                              Suite 1620
                    Santa Monica, California 90401
               (Name and address of agent for service)
                                   
                            (310) 899-4700
    (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
                                          maximum   maximum    
                                         offering   aggregate    Amount of
Title of securities       Amount to be    price     offering   Registration
to be registered          registered     per unit    price         fee
-------------------------------------------------------------------------- 
Common Stock(1)(2)(4)     950,000 Shares  $ 4.5000  $4,275,000  $  1,295.46
Common Stock(1)(2)(4)     730,000 Shares  $ 4.7500  $3,467,500  $  1,050.76
Common Stock(1)(2)(4)     312,500 Shares  $ 5.0000  $1,562,500  $    473.49
Common Stock(1)(2)(4)       5,000 Shares  $ 5.2500  $   26,250  $      7.96
Common Stock(1)(2)(4)       5,000 Shares  $ 6.0000  $   30,000  $      9.10
Common Stock(3)(4)(5)     997,500 Shares  $ 7.1563  $7,138,409  $  2,163.16
Common Stock(3)(6)         75,000 Shares  $ 7.1563  $  536,723  $    162.65
Options to Purchase Common 
  Stock(7)                997,500 Options
---------------------------------------------------------------------------
               Total                                $17,036,382  $ 5,162.58
                                                    ===========  ==========

(1)  All such shares underlie outstanding options previously issued under the
     Registrant's 1996 Stock Option Plan.  All options issued and issuable
     under such plan are defined herein as "Plan Options."  

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

(3)  Pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), the offering price and the amount of the
     fee have been computed based on the average of the high and low prices
     of the Registrant's Common Stock as reported by Nasdaq for September 9,
     1997, which date is within 5 business days prior to the filing of this
     Registration Statement.

(4)  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 Plan Options.

(5)  All such shares underlie Plan Options which are issuable under the
     Registrant's 1996 Stock Option Plan.

(6)  All such shares are issuable under the Registrant's 1997 Stock Bonus
     Plan.

(7)  The unissued Plan Options.  No additional fee for registration of these
     Plan Options is required by virtue of the last sentence of Rule 457(g). 
     
                                  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 transition report on Form 10-K for the
           transition period from April 1, 1996 to December 31, 1996,
           quarterly report on Form 10-Q for the period ended March 31,
           1997, quarterly report on Form 10-Q for the period ended June
           30, 1997, current report on Form 8-K dated February 14, 1997,
           current report on Form 8-K dated March 31, 1997, current report
           on Form 8-K dated April 16, 1997, and proxy statement for the
           annual meeting of stockholders held on June 12, 1997.

       (b) 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 as
of December 31, 1996 and for the period April 1, 1996 through December 31,
1996, and as of March 31, 1996 and for each of the two years ended March 31,
1996 and 1995, which are incorporated by reference into this Registration
Statement have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.  

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.  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.

     In 1990, the Registrant entered into an Indemnity Agreement with each of
the individuals then serving as an executive officer or director of the
Registrant, including Keith Brackpool, the current Chief Executive Officer of
the Registrant.  The Indemnity Agreement as to Mr. Brackpool remains in
effect; all of the other executive officers and directors who executed an
Indemnity Agreement with the Registrant have since resigned from their
positions with the Registrant.  The Indemnity Agreement provides for the
indemnification of the indemnified party with respect to his activities as a
director or officer of the Registrant or an affiliate of the Registrant
against expenses and liabilities, of whatever nature, incurred in connection
with any claim made against him by reason of facts which include his
affiliation with the Registrant.  Such indemnification is provided to the
maximum extent permitted by the Registrant's charter documents, insurance
policies and/or any applicable law.

     The Registrant's Certificate of Incorporation provides that a director
of the Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit. 
The Registrant has also purchased a liability insurance policy which insures
its directors and officers against certain liabilities, including liabilities
under the Securities Act.

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)

    4.2   Certificate of Designations of 6% Convertible Series A Preferred
          Stock(2)

    4.3   Certificate of Designations of 6% Convertible Series B Preferred
          Stock(3)

    4.4  Certificate of Designations of 6% Convertible Series C Preferred
         Stock(2)

    4.5  Cadiz Land Company, Inc. 1996 Stock Option Plan governing the
         issuance of the Plan Options(4)

    4.6  Form of Option Agreement applicable to Plan Options

    4.7  1997 Stock Bonus Plan

    5.1  Opinion of Miller & Holguin

   23.1  Consent of Price Waterhouse LLP

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

       (1) Previously filed as an exhibit to the Registrant's report on
           Form 8-K dated May 6, 1992, and incorporated herein by reference

       (2) Previously filed as an exhibit to the Registrant's report on
           Form 8-K dated September 13, 1996, and incorporated herein by
           reference

       (3) Previously filed as an exhibit to the Registrant's report on
           Form 10-K for the fiscal year ended March 31, 1996, and
           incorporated herein by reference

       (4) Previously filed as Exhibit A to the Registrant's proxy
           statement relating to the Annual Meeting of Stockholders held on
           November 8, 1996, and incorporated herein by reference

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;

           (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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
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 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.

     (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.

                              SIGNATURE

     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 Los Angeles,
State of California, on the 12th day of September 1997.

                                             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    September 12, 1997
----------------------   and Director
Dwight W. Makins                  

/s/  Keith Brackpool     Chief Executive Officer  September 12, 1997
-----------------------  and Director
Keith Brackpool          (Principal Executive Officer)

-----------------------  Director                  ____________,1997        
Russ Hammond

/s/ Stephen D. Weinress  Director                  September 12, 1997
-----------------------
Stephen D. Weinress

_______________________  Director                 ______________, 1997
Murray H. Hutchison

/s/  Stanley E. Speer    Chief Financial Officer  September 12, 1997
-----------------------  (Principal Financial and 
Stanley E. Speer         Accounting Officer)