As filed with the Securities and Exchange Commission on October 25, 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
- ------------------------------------------------------------------------------
 Title Of                          Proposed      Proposed Maximum    Amount 
Securities          Amount          Maximum         Aggregate          of
  To Be             to Be        Offering Price      Offering     Registration
Registered       Registered(1)    Per Unit (2)      Price (2)       Fee (3)
- ------------------------------------------------------------------------------
Common Stock,
 $.01 par value    27,778 shares       $4.94         $137,223.32       $100
- ------------------------------------------------------------------------------

(1)  All of such shares (the "Shares"), which are offered for resale by the 
     Selling Shareholder hereunder, were acquired by the Selling Shareholder
     pursuant to an employee benefit plan of the Registrant, as defined in 
     Rule 405 under the Securities Act of 1933, as amended, (the "Securities
     Act").

(2)  Pursuant to Rule 457(c) under the Securities Act, the offering price has 
     been computed as the average of the high and low prices of the 
     Registrant's  Common Stock reported on October 19, 1995.

(3)  The $100 minimum fee prescribed by Section 6(b) of the Act applies to 
     this offering.

- -----------------------------------------------------------------------------


                                PART I

                           EXPLANATORY NOTE
                           ----------------

Pursuant to General Instruction C of Form S-8, this Registration Statement 
contains a prospectus meeting the requirements of Part I of Form S-3 
relating to the reoffering of the Shares, which are restricted securities
that were acquired by the Selling Shareholder (who is not an affiliate of 
the Company) pursuant to options under an employee benefit plan, as defined
in Rule 405 under the Securities Act of 1933, as amended.<PAGE>
Prospectus





                         CADIZ LAND COMPANY, INC.

              27,778 Shares of Common Stock, no par value
 

This Prospectus relates to 27,778 shares (the "Shares") of common 
stock, $.01 par value (the "Common Stock") of Cadiz Land Company, 
Inc. (the "Company"), and has been prepared for use upon the 
resale of the Shares by a shareholder of the Company (the 
"Selling Shareholder") who had previously acquired such Shares
upon exercise of options granted at the time the Selling 
Shareholder was an employee of the Company.  It is anticipated
that the Shares will be offered by the Selling Shareholder for 
resale at prevailing market prices on the date of sale to or 
through broker-dealers, and such broker-dealers may receive 
compensation in the form of discounts, concessions or commissions
from the Selling Shareholder and/or the purchasers of the Shares 
for whom such broker-dealers may act as agents or to whom they 
sell as principals, or both (which compensation as to a particular 
broker-dealer might be in excess of customary commissions).  
(See "Selling Shareholder" and "Plan of Distribution.")

None of the proceeds from the sale of the Shares by the Selling
Shareholder will be received by the Company.  The Company has agreed 
to bear all expenses (other than selling commissions and fees and 
expenses of counsel and other advisers to the Selling Shareholder)
in connection with the registration and sale of the Shares being 
offered by the Selling Shareholder.

The Shares of Common Stock of the Company are traded in the 
over-the-counter market on the Nasdaq National Market System 
("NMS").  On October 23, 1995, the closing price of the Common 
Stock as reported on the NMS was $5.00 per share.

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES SIGNIFICANT RISKS.
SEE "RISK FACTORS." 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE.


                     ----------------------


        The date of this Prospectus is October 25, 1995.



NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.  NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.


                        AVAILABLE INFORMATION
                        ---------------------
    
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith files reports and other information
with the Securities and Exchange Commission (the
"Commission").  Such reports and other information may be
inspected and copied at the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; and at the regional offices of the Commission at
Seven World Trade Center, New York, New York 10048; and at
500 West Madison Street, Chicago, Illinois 60661.  Copies of
said material can also be obtained at the prescribed rates
from the Public Reference Section of the Commission, 450
Fifth Street, NW, Washington, D.C. 20549.

The Common Stock is listed for trading on the NASDAQ
National Market System and copies of the aforementioned
materials may be inspected at the office of the National
Association of Securities Dealers, Inc., at 1735 K Street,
N.W., Washington, D.C. 20006.

This Prospectus is part of a Registration Statement filed
and effective under the Securities Act of 1933, as amended
(the "Securities Act").  This Prospectus does not contain
all the information set forth in the Registration Statement,
certain portions of which have been omitted pursuant to the
Securities Act.  The statements in this Prospectus as to the
contents of any agreement or other document of which a copy
is filed as an exhibit to either the Registration Statement
or other filings by the Company with the Commission are
qualified in their entirety by reference thereto.

The Company's principal executive offices are located at
10535 Foothill Boulevard, Suite 150, Rancho Cucamonga,
California 91730, and its telephone number is (909) 980-2738.



                      CADIZ LAND COMPANY, INC.


                         TABLE OF CONTENTS
                         -----------------


                                                                  Page
                                                                  ----

Incorporation of Certain Documents by Reference                     4
Risk Factors                                                        5
Selling Shareholder                                                 6
Plan of Distribution                                                7
Use of Proceeds                                                     7
Experts                                                             7
Indemnification                                                     8




             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
             -----------------------------------------------  

The following documents containing information about the Company have 
been filed with the Securities and Exchange Commission (the "Commission")
and are hereby incorporated in this Prospectus by reference:

   (a) The Company's annual report on Form 10-K for the
       fiscal year ended March 31, 1995.

   (b) The Company's quarterly report on Form 10-Q for 
       the quarter ended June 30, 1995.

   (c) The Company's report on Form 8-K dated May 1, 1995.

   (d) The description of the Company's class of Common
       Stock which is registered under Section 12 of 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 with the Commission
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of 
the Exchange Act subsequent to the date of this Prospectus and 
prior to the termination of the offering registered hereby shall
be deemed to be incorporated by reference into this Prospectus 
and to be a part hereof from the date of the filing of such 
documents.  Any statement contained in a document incorporated 
or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Prospectus to 
the extent that a statement contained herein or in any subsequently 
filed document which also is or is deemed to be incorporated by 
reference herein modifies, supersedes or replaces such statement. 
Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of 
this Prospectus.

The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered,
including any beneficial owner, upon their written or oral
request, a copy of any or all of the documents incorporated
in this Prospectus by reference as described above (except
for those exhibits incorporated by reference into the text
of such documents).  Requests should be directed to Susan K.
Chapman, Chief Financial Officer, Cadiz Land Company, Inc.,
10535 Foothill Boulevard, Suite 150, Rancho Cucamonga,
California 91730, telephone (909) 980-2738. 



                      RISK FACTORS
                      ------------

An investment in the Shares is highly speculative, involves 
significant risks and should be considered only by persons who 
can afford the loss of their entire investment.  The following 
factors, as well as those discussed in the documents incorporated 
by reference herein, should be carefully considered in evaluating 
the Company and its business before purchasing Shares.

   (a) HISTORICAL OPERATING LOSSES AND ACCUMULATED
       DEFICITS - The Company has a history of operating
       losses and accumulated deficits.  See Item 6 -
       "Summary of Selected Financial Data" and Item 7 -
       "Management's Discussion and Analysis of Financial
       Condition and Results of Operations" in the
       Company's annual report on Form 10-K for the fiscal
       year ended March 31, 1995, which document is
       incorporated herein by reference (the "1995 10-K").

   (b) ANTICIPATED CONTINUED OPERATING LOSSES AND POSSIBLE
       NEED FOR FUTURE FINANCING - The Company anticipates
       that it will continue to incur operating losses in
       the immediate future.  As a result, the Company may
       need to arrange additional financing in order to
       meet its operational requirements during this
       period.  See Item 7 - "Management's Discussion and
       Analysis of Financial Condition and Results of
       Operations" in the 1995 10-K.

   (c) UNCERTAINTIES ASSOCIATED WITH THE DEVELOPMENT OF
       WATER RESOURCES - In addition to the risk of delays
       associated with receiving all necessary regulatory
       approvals and permits, the Company may also
       encounter unforseen technical difficulties which
       could result in construction delays and cost
       increases.  The Company is currently negotiating
       contractual terms for agreements which will be
       entered into with various public agencies
       participating in the Company's water transfer
       project at Cadiz.  As with any negotiation, the
       outcome is unable to be predicted.   Furthermore,
       the Company has no experience to date in the
       commercial production and delivery of water in
       large amounts on a long-term basis.  There is,
       therefore, a limited historical basis on which to
       evaluate future performance of the Company's
       proposed operations in this area.

   (d) RISKS INHERENT IN AGRICULTURAL OPERATIONS - The
       Company is subject to risks associated with its
       agricultural development operations.  See Item 1(c)
       - "Narrative Description of Business - Agricultural
       Development" in the 1995 10-K.

   (e) RAIL-CYCLE - A proposal is currently before the San 
       Bernardino County Board of Supervisors (the "Board of
       Supervisors") for approval of a waste landfill project
       (the Rail-Cycle Project") at a site located approximately 
       one mile from the western border of the Cadiz property.  
       The Company has vigorously opposed the Rail Cycle Project 
       on a number of grounds, and contends that the project, as
       currently designed, poses environmental risks both to the
       Company's agricultural operations at Cadiz and to the 
       groundwater basin underlying the Cadiz property. 

       In addition, the Company joined a local coalition which 
       garnered enough support to place a county-wide initiative 
       on the ballot at the next general election to be held 
       March 26, 1996.  This initiative, if approved, would 
       require that no large solid waste landfill shall overlie 
       or be located within ten miles from the point of extraction
       of a significant water resource, unless such a facility 
       had been fully permitted, constructed or operational as 
       of March 14, 1995. Furthermore, the Board of Supervisors,
       have tentatively decided to require a business license 
       tax to be levied against the Rail-Cycle project which, 
       prior to adoption, must be approved by a majority vote 
       of the general electorate of the County.  No assurances 
       can be made as to the outcome of the Board of Supervisors' 
       final decision or to the results of the general election.

   (f) REGULATION AND REGULATORY APPROVALS - Certain areas
       of the Company's operations are subject to varying
       degrees of federal, state and local laws and
       regulations.  See Item 1(c) - "Narrative
       Description of Business - Regulation" in the 1995
       10-K.

   (g) COMPETITION - The Company faces competition for the
       acquisition, development and sale of its properties
       from a number of competitors, some of which have
       significantly greater resources than the Company. 
       See Item 1(c) - "Narrative Description of Business
       - Competition" in the 1995 10-K.


                     SELLING  SHAREHOLDER
                     --------------------

The following table shows the name of the Selling Shareholder 
and the number of Shares being offered by the Selling Shareholder, 
which constitute all of the Shares held of record by the Selling 
Shareholder.  After completion of the offering, assuming all of 
the Shares being offered are sold, the Selling Shareholder will 
not own any shares of Common Stock.

              Selling                 Number of
            Shareholder            Shares Offered
            -----------            --------------

           R. Dan Ewell                27,778

The Selling Shareholder has not held any position, office or other
material relationship within the past three years with the Company
or any of its affiliates.



                        PLAN OF DISTRIBUTION
                        --------------------

The Shares offered hereby are being offered directly by the Selling 
Shareholder for his own account.  No underwriter is being utilized 
in connection with this offering.

The sale of the Shares may be effected by the Selling Shareholder from 
time to time in transactions in the over-the-counter market, through the 
NMS, in negotiated transactions, or a combination of such methods of 
sale, at market prices prevailing at the time of sale, at prices related 
to such prevailing market prices or at negotiated prices.  The Selling 
Shareholder may effect such transactions by selling the Shares to or 
through broker-dealers, and such broker-dealers may receive compensation 
in the form of discounts, concessions or commissions from the Selling 
Shareholder and/or the purchasers of the Shares from whom such 
broker-dealers may act as agents or to whom they sell as principals, 
or both (which compensation as to a particular broker-dealer might be 
in excess of customary commissions).

There can be no assurance that the Selling Shareholder will sell any or 
all of the Shares offered hereunder.


                          USE OF PROCEEDS
                          ---------------

The Company will not realize any proceeds upon the sale of the Shares by 
the Selling Shareholder.


                              EXPERTS
                              -------

The financial statements of the Company appearing in the Company's annual 
report on Form 10-K for the fiscal year ended March 31, 1995, have been 
audited by Price Waterhouse LLP, independent accountants, as set forth in 
their report thereon included therein and incorporated herein by 
reference.  Such financial statements are incorporated herein by 
reference in reliance upon such report given upon the authority of 
said firm as experts in auditing and accounting.


                           INDEMNIFICATION
                           ---------------

Section 145 of the Delaware General Corporation Law permits the Company'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 Company, 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 Company's Bylaws provide for mandatory indemnification of directors and
officers of the Company, and those serving at the request of the Company 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 
Company.

Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of 
the Company pursuant to the foregoing provisions, or otherwise, the 
Company 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.



                               -END-






                              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.
        --------------------------------------

        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.  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.
        ----------------------------------- 

        The Company offered and sold the Shares to the Selling Shareholder
        pursuant to employee benefit plan options (the "Options") which the
        Company granted to the Selling Shareholder in August 1987 when he 
        was an employee of the Company.  The Selling Shareholder exercised 
        the Options in June 1994.  The Company believes that the offer 
        and sale of the Shares were exempt from registration under the 
        Securities Act by virtue of Section 4(2) thereof as a transaction 
        not involving any public offering.  When exercising the Options, 
        the Selling Shareholder represented that he was purchasing for 
        investment, without intent to distribute the Shares; the Company 
        had reason to believe that the Selling Shareholder was qualified 
        as a sophisticated investor and had been given sufficient access 
        to information about the Company; and the Shares were issued 
        subject to a legend condition.


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)
     
        10.1   Option Agreement dated April 20, 1995 between Registrant and
               David Peterson(2)

        23.1   Consent of Price Waterhouse LLP(3)

- -------------------------

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

(2)     Previously filed as Exhibit to the Registrant's Form S-8 Registration
        Statement No. 33-63065 filed on September 29, 1995, and incorporated 
        herein by reference.

(3)     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; 

                  (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  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
               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
25th day of October, 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      October 25, 1995
- ------------------------    and Director
Dwight W. Makins     


/s/ Keith Brackpool         Chief Executive Officer    October 25, 1995
- ------------------------    and Director
Keith Brackpool             (Principal Executive
                            Officer)


/s/ J.F.R. Hammond          Director                   October 25, 1995
- ------------------------       
J.F.R. Hammond


/s/ Stephen D. Weinress     Director                   October 25, 1995
- ------------------------
Stephen D. Weinress


/s/ Susan K. Chapman        Chief Financial Officer    October 25, 1995
- ------------------------    and Secretary
Susan K. Chapman            (Principal Financial
                            and Accounting Officer)





                           EXHIBIT INDEX
                           -------------


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

   23.1           Consent of Price Waterhouse LLP






                                                               EXHIBIT 23.1
                                                               ------------


                   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 Schedules, which appears on page 48 of such Annual Report on
Form 10-K.


/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP

PRICE WATERHOUSE LLP
Los Angles, California
October 25, 1995
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{"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": "033-63667", "film-number": "95584140"}, "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 October 25, 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
- ------------------------------------------------------------------------------
 Title Of                          Proposed      Proposed Maximum    Amount 
Securities          Amount          Maximum         Aggregate          of
  To Be             to Be        Offering Price      Offering     Registration
Registered       Registered(1)    Per Unit (2)      Price (2)       Fee (3)
- ------------------------------------------------------------------------------
Common Stock,
 $.01 par value    27,778 shares       $4.94         $137,223.32       $100
- ------------------------------------------------------------------------------

(1)  All of such shares (the "Shares"), which are offered for resale by the 
     Selling Shareholder hereunder, were acquired by the Selling Shareholder
     pursuant to an employee benefit plan of the Registrant, as defined in 
     Rule 405 under the Securities Act of 1933, as amended, (the "Securities
     Act").

(2)  Pursuant to Rule 457(c) under the Securities Act, the offering price has 
     been computed as the average of the high and low prices of the 
     Registrant's  Common Stock reported on October 19, 1995.

(3)  The $100 minimum fee prescribed by Section 6(b) of the Act applies to 
     this offering.

- -----------------------------------------------------------------------------

                                PART I

                           EXPLANATORY NOTE
                           ----------------

Pursuant to General Instruction C of Form S-8, this Registration Statement 
contains a prospectus meeting the requirements of Part I of Form S-3 
relating to the reoffering of the Shares, which are restricted securities
that were acquired by the Selling Shareholder (who is not an affiliate of 
the Company) pursuant to options under an employee benefit plan, as defined
in Rule 405 under the Securities Act of 1933, as amended.
Prospectus

                         CADIZ LAND COMPANY, INC.

              27,778 Shares of Common Stock, no par value
 

This Prospectus relates to 27,778 shares (the "Shares") of common 
stock, $.01 par value (the "Common Stock") of Cadiz Land Company, 
Inc. (the "Company"), and has been prepared for use upon the 
resale of the Shares by a shareholder of the Company (the 
"Selling Shareholder") who had previously acquired such Shares
upon exercise of options granted at the time the Selling 
Shareholder was an employee of the Company.  It is anticipated
that the Shares will be offered by the Selling Shareholder for 
resale at prevailing market prices on the date of sale to or 
through broker-dealers, and such broker-dealers may receive 
compensation in the form of discounts, concessions or commissions
from the Selling Shareholder and/or the purchasers of the Shares 
for whom such broker-dealers may act as agents or to whom they 
sell as principals, or both (which compensation as to a particular 
broker-dealer might be in excess of customary commissions).  
(See "Selling Shareholder" and "Plan of Distribution.")

None of the proceeds from the sale of the Shares by the Selling
Shareholder will be received by the Company.  The Company has agreed 
to bear all expenses (other than selling commissions and fees and 
expenses of counsel and other advisers to the Selling Shareholder)
in connection with the registration and sale of the Shares being 
offered by the Selling Shareholder.

The Shares of Common Stock of the Company are traded in the 
over-the-counter market on the Nasdaq National Market System 
("NMS").  On October 23, 1995, the closing price of the Common 
Stock as reported on the NMS was $5.00 per share.

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES SIGNIFICANT RISKS.
SEE "RISK FACTORS." 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE.

                     ----------------------

        The date of this Prospectus is October 25, 1995.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.  NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.

                        AVAILABLE INFORMATION
                        ---------------------
    
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith files reports and other information
with the Securities and Exchange Commission (the
"Commission").  Such reports and other information may be
inspected and copied at the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; and at the regional offices of the Commission at
Seven World Trade Center, New York, New York 10048; and at
500 West Madison Street, Chicago, Illinois 60661.  Copies of
said material can also be obtained at the prescribed rates
from the Public Reference Section of the Commission, 450
Fifth Street, NW, Washington, D.C. 20549.

The Common Stock is listed for trading on the NASDAQ
National Market System and copies of the aforementioned
materials may be inspected at the office of the National
Association of Securities Dealers, Inc., at 1735 K Street,
N.W., Washington, D.C. 20006.

This Prospectus is part of a Registration Statement filed
and effective under the Securities Act of 1933, as amended
(the "Securities Act").  This Prospectus does not contain
all the information set forth in the Registration Statement,
certain portions of which have been omitted pursuant to the
Securities Act.  The statements in this Prospectus as to the
contents of any agreement or other document of which a copy
is filed as an exhibit to either the Registration Statement
or other filings by the Company with the Commission are
qualified in their entirety by reference thereto.

The Company's principal executive offices are located at
10535 Foothill Boulevard, Suite 150, Rancho Cucamonga,
California 91730, and its telephone number is (909) 980-2738.

                      CADIZ LAND COMPANY, INC.

                         TABLE OF CONTENTS
                         -----------------

                                                                  Page
                                                                  ----

Incorporation of Certain Documents by Reference                     4
Risk Factors                                                        5
Selling Shareholder                                                 6
Plan of Distribution                                                7
Use of Proceeds                                                     7
Experts                                                             7
Indemnification                                                     8

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
             -----------------------------------------------  

The following documents containing information about the Company have 
been filed with the Securities and Exchange Commission (the "Commission")
and are hereby incorporated in this Prospectus by reference:

   (a) The Company's annual report on Form 10-K for the
       fiscal year ended March 31, 1995.

   (b) The Company's quarterly report on Form 10-Q for 
       the quarter ended June 30, 1995.

   (c) The Company's report on Form 8-K dated May 1, 1995.

   (d) The description of the Company's class of Common
       Stock which is registered under Section 12 of 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 with the Commission
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of 
the Exchange Act subsequent to the date of this Prospectus and 
prior to the termination of the offering registered hereby shall
be deemed to be incorporated by reference into this Prospectus 
and to be a part hereof from the date of the filing of such 
documents.  Any statement contained in a document incorporated 
or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Prospectus to 
the extent that a statement contained herein or in any subsequently 
filed document which also is or is deemed to be incorporated by 
reference herein modifies, supersedes or replaces such statement. 
Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of 
this Prospectus.

The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered,
including any beneficial owner, upon their written or oral
request, a copy of any or all of the documents incorporated
in this Prospectus by reference as described above (except
for those exhibits incorporated by reference into the text
of such documents).  Requests should be directed to Susan K.
Chapman, Chief Financial Officer, Cadiz Land Company, Inc.,
10535 Foothill Boulevard, Suite 150, Rancho Cucamonga,
California 91730, telephone (909) 980-2738. 

                      RISK FACTORS
                      ------------

An investment in the Shares is highly speculative, involves 
significant risks and should be considered only by persons who 
can afford the loss of their entire investment.  The following 
factors, as well as those discussed in the documents incorporated 
by reference herein, should be carefully considered in evaluating 
the Company and its business before purchasing Shares.

   (a) HISTORICAL OPERATING LOSSES AND ACCUMULATED
       DEFICITS - The Company has a history of operating
       losses and accumulated deficits.  See Item 6 -
       "Summary of Selected Financial Data" and Item 7 -
       "Management's Discussion and Analysis of Financial
       Condition and Results of Operations" in the
       Company's annual report on Form 10-K for the fiscal
       year ended March 31, 1995, which document is
       incorporated herein by reference (the "1995 10-K").

   (b) ANTICIPATED CONTINUED OPERATING LOSSES AND POSSIBLE
       NEED FOR FUTURE FINANCING - The Company anticipates
       that it will continue to incur operating losses in
       the immediate future.  As a result, the Company may
       need to arrange additional financing in order to
       meet its operational requirements during this
       period.  See Item 7 - "Management's Discussion and
       Analysis of Financial Condition and Results of
       Operations" in the 1995 10-K.

   (c) UNCERTAINTIES ASSOCIATED WITH THE DEVELOPMENT OF
       WATER RESOURCES - In addition to the risk of delays
       associated with receiving all necessary regulatory
       approvals and permits, the Company may also
       encounter unforseen technical difficulties which
       could result in construction delays and cost
       increases.  The Company is currently negotiating
       contractual terms for agreements which will be
       entered into with various public agencies
       participating in the Company's water transfer
       project at Cadiz.  As with any negotiation, the
       outcome is unable to be predicted.   Furthermore,
       the Company has no experience to date in the
       commercial production and delivery of water in
       large amounts on a long-term basis.  There is,
       therefore, a limited historical basis on which to
       evaluate future performance of the Company's
       proposed operations in this area.

   (d) RISKS INHERENT IN AGRICULTURAL OPERATIONS - The
       Company is subject to risks associated with its
       agricultural development operations.  See Item 1(c)
       - "Narrative Description of Business - Agricultural
       Development" in the 1995 10-K.

   (e) RAIL-CYCLE - A proposal is currently before the San 
       Bernardino County Board of Supervisors (the "Board of
       Supervisors") for approval of a waste landfill project
       (the Rail-Cycle Project") at a site located approximately 
       one mile from the western border of the Cadiz property.  
       The Company has vigorously opposed the Rail Cycle Project 
       on a number of grounds, and contends that the project, as
       currently designed, poses environmental risks both to the
       Company's agricultural operations at Cadiz and to the 
       groundwater basin underlying the Cadiz property. 

       In addition, the Company joined a local coalition which 
       garnered enough support to place a county-wide initiative 
       on the ballot at the next general election to be held 
       March 26, 1996.  This initiative, if approved, would 
       require that no large solid waste landfill shall overlie 
       or be located within ten miles from the point of extraction
       of a significant water resource, unless such a facility 
       had been fully permitted, constructed or operational as 
       of March 14, 1995. Furthermore, the Board of Supervisors,
       have tentatively decided to require a business license 
       tax to be levied against the Rail-Cycle project which, 
       prior to adoption, must be approved by a majority vote 
       of the general electorate of the County.  No assurances 
       can be made as to the outcome of the Board of Supervisors' 
       final decision or to the results of the general election.

   (f) REGULATION AND REGULATORY APPROVALS - Certain areas
       of the Company's operations are subject to varying
       degrees of federal, state and local laws and
       regulations.  See Item 1(c) - "Narrative
       Description of Business - Regulation" in the 1995
       10-K.

   (g) COMPETITION - The Company faces competition for the
       acquisition, development and sale of its properties
       from a number of competitors, some of which have
       significantly greater resources than the Company. 
       See Item 1(c) - "Narrative Description of Business
       - Competition" in the 1995 10-K.

                     SELLING  SHAREHOLDER
                     --------------------

The following table shows the name of the Selling Shareholder 
and the number of Shares being offered by the Selling Shareholder, 
which constitute all of the Shares held of record by the Selling 
Shareholder.  After completion of the offering, assuming all of 
the Shares being offered are sold, the Selling Shareholder will 
not own any shares of Common Stock.

              Selling                 Number of
            Shareholder            Shares Offered
            -----------            --------------

           R. Dan Ewell                27,778

The Selling Shareholder has not held any position, office or other
material relationship within the past three years with the Company
or any of its affiliates.

                        PLAN OF DISTRIBUTION
                        --------------------

The Shares offered hereby are being offered directly by the Selling 
Shareholder for his own account.  No underwriter is being utilized 
in connection with this offering.

The sale of the Shares may be effected by the Selling Shareholder from 
time to time in transactions in the over-the-counter market, through the 
NMS, in negotiated transactions, or a combination of such methods of 
sale, at market prices prevailing at the time of sale, at prices related 
to such prevailing market prices or at negotiated prices.  The Selling 
Shareholder may effect such transactions by selling the Shares to or 
through broker-dealers, and such broker-dealers may receive compensation 
in the form of discounts, concessions or commissions from the Selling 
Shareholder and/or the purchasers of the Shares from whom such 
broker-dealers may act as agents or to whom they sell as principals, 
or both (which compensation as to a particular broker-dealer might be 
in excess of customary commissions).

There can be no assurance that the Selling Shareholder will sell any or 
all of the Shares offered hereunder.

                          USE OF PROCEEDS
                          ---------------

The Company will not realize any proceeds upon the sale of the Shares by 
the Selling Shareholder.

                              EXPERTS
                              -------

The financial statements of the Company appearing in the Company's annual 
report on Form 10-K for the fiscal year ended March 31, 1995, have been 
audited by Price Waterhouse LLP, independent accountants, as set forth in 
their report thereon included therein and incorporated herein by 
reference.  Such financial statements are incorporated herein by 
reference in reliance upon such report given upon the authority of 
said firm as experts in auditing and accounting.

                           INDEMNIFICATION
                           ---------------

Section 145 of the Delaware General Corporation Law permits the Company'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 Company, 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 Company's Bylaws provide for mandatory indemnification of directors and
officers of the Company, and those serving at the request of the Company 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 
Company.

Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of 
the Company pursuant to the foregoing provisions, or otherwise, the 
Company 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.

                               -END-

                              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.
        --------------------------------------

        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.  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.
        ----------------------------------- 

        The Company offered and sold the Shares to the Selling Shareholder
        pursuant to employee benefit plan options (the "Options") which the
        Company granted to the Selling Shareholder in August 1987 when he 
        was an employee of the Company.  The Selling Shareholder exercised 
        the Options in June 1994.  The Company believes that the offer 
        and sale of the Shares were exempt from registration under the 
        Securities Act by virtue of Section 4(2) thereof as a transaction 
        not involving any public offering.  When exercising the Options, 
        the Selling Shareholder represented that he was purchasing for 
        investment, without intent to distribute the Shares; the Company 
        had reason to believe that the Selling Shareholder was qualified 
        as a sophisticated investor and had been given sufficient access 
        to information about the Company; and the Shares were issued 
        subject to a legend condition.

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)
     
        10.1   Option Agreement dated April 20, 1995 between Registrant and
               David Peterson(2)

        23.1   Consent of Price Waterhouse LLP(3)

- -------------------------

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

(2)     Previously filed as Exhibit to the Registrant's Form S-8 Registration
        Statement No. 33-63065 filed on September 29, 1995, and incorporated 
        herein by reference.

(3)     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; 

                  (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  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
               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
25th day of October, 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      October 25, 1995
- ------------------------    and Director
Dwight W. Makins     

/s/ Keith Brackpool         Chief Executive Officer    October 25, 1995
- ------------------------    and Director
Keith Brackpool             (Principal Executive
                            Officer)

/s/ J.F.R. Hammond          Director                   October 25, 1995
- ------------------------       
J.F.R. Hammond

/s/ Stephen D. Weinress     Director                   October 25, 1995
- ------------------------
Stephen D. Weinress

/s/ Susan K. Chapman        Chief Financial Officer    October 25, 1995
- ------------------------    and Secretary
Susan K. Chapman            (Principal Financial
                            and Accounting Officer)

                           EXHIBIT INDEX
                           -------------

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

   23.1           Consent of Price Waterhouse LLP

                                                               EXHIBIT 23.1
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                   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 Schedules, which appears on page 48 of such Annual Report on
Form 10-K.

/s/ Price Waterhouse LLP
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Price Waterhouse LLP

PRICE WATERHOUSE LLP
Los Angles, California
October 25, 1995