U. S. SECURITIES AND EXCHANGE COMMISSION
                 Washington D. C.  20549

                       FORM 12B-25
               NOTIFICATION OF LATE FILING
                       (Check One):

     [x]  Form 10-K and Form 10-KSB     [ ]  Form 11-K      
     [ ]  Form 10-Q and Form 10-QSB     [ ]  Form N-SAR
     [ ]  Form 20-F 

     For Period Ended:   March 31, 1996
                          -------------------
     [ ]  Transition Report on Form 10-K
     [ ]  Transition Report on Form 20-F
     [ ]  Transition Report on Form 11-K
     [ ]  Transition Report on Form 10-Q
     [ ]  Transition Report on Form N-SAR

     For the Transition Period Ended:

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

Nothing in this Form shall be construed to imply that
the Commission has verified any information contained 
herein.
     ---------------------------------------------------------

If the notification relates to a portion of the filing checked 
above, identify the Item(s) to which the notification relates:

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

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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant:    Cadiz Land Company, Inc.
                            -----------------------------------

Former Name if Applicable:  
                            -----------------------------------

Address of Principal Executive Office (Street and Number):

10535 Foothill Blvd., Suite 150, Rancho Cucamonga, CA 91730
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PART II -- RULES 12b-25 (b) AND (c)
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If the subject report could not be filed without unreasonable 
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed.  (Check
box if appropriate) 

[ ]  (a)  The reasons described in reasonable detail in Part 
            III of this form could not be eliminated 
            without unreasonable effort or expense;

[x]  (b)  The subject annual report, semi-annual report, 
            transition report on Form 10-K, Form 20-F, 11-K 
            or Form N-SAR, or portion thereof will be filed 
            on or before the fifteenth calendar day following 
            the prescribed due date; or the subject quarterly 
            report or transition report on Form 10-Q, or 
            portion thereof will be filed on or before the 
            fifth calendar day following the prescribed due 
            date; and

[ ]  (c)  The accountant's statement or other exhibit required 
            by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE 
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State below in reasonable detail the reasons why the Form 10-K, 
and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or 
the transition report or portion thereof could not be filed within 
the prescribed time period.
                              (Attach Extra Sheets if Needed)

The Registrant's inability to file its Form 10-K for the fiscal 
year ended March 31, 1996 is primarily based on the reasons 
set forth and described below:



  In connection with the Company's proposed acquisition of Sun
  World International, Inc. and subsidiaries (collectively,
  "Sun World"), the U.S. Bankruptcy Court (the "Court") has
  set a date of July 12, 1996 for a confirmation hearing (the
  "Confirmation Hearing") on the Plan of Reorganization
  submitted to the Court by Sun World, which Plan provides for
  the acquisition by the Company of all of the outstanding
  capital stock of Sun World. Given the effect of this
  acquisition upon the disclosure required to be provided by
  the Company in its Annual Report on Form 10-K for the year
  ended March 31, 1996, the Company intends to file such
  Annual Report immediately following the Confirmation
  Hearing, but, in any event, within the time limits
  prescribed by Rule 12b-25. 
  
  It is anticipated that the Registrant will have net loss of
approximately $8.487 million, before taxes, for the year ending
March 31, 1996.  However, inasmuch as Registrant's financial
statements have not yet been finalized, the estimate of these
results may be subject to further adjustment.

PART IV -- OTHER INFORMATION
- --------------------------------------------------------------  

(1)  Name and telephone number of person to contact in regard to 
      this notification:

      Howard J. Unterberger       (310)           556-1990
      ---------------------       -----           --------          
         (Name)                (Area Code)   (Telephone Number)

(2)  Have all other periodic reports required under Section 13 
      or 15(d) of the Securities Exchange Act of 1934 or section 
      30 of the Investment Company Act of 1940 during the preceding 
      12 months or for such shorter period that the registrant was
      required to file such report(s) been filed?  If the answer is 
      no, identify report(s).

               [x]  Yes       [ ]  No

(3)  Is it anticipated that any significant change in results
      of operations from the corresponding period for the last
      fiscal year will be reflected by the earnings statements 
      to be included in the subject report or portion thereof?

               [ ]  Yes       [x]  No

     If so:  attach an explanation of the anticipated change, 
      both narratively and quantitatively, and, if appropriate, 
      state the reasons why a reasonable estimate of the results 
      cannot be made.


                       SEE PART III
                            ------------

                      Cadiz Land Company, Inc.
      --------------------------------------------------------
       (Name of Registrant as specified in charter)
     has caused this notification to be signed on its behalf by 
      the undersigned thereunto duly authorized 

      Date:  June 27, 1996
             -------------------------------------

      By:    /s/ Susan K. Chapman       
             -------------------------------------
           Susan K. Chapman, 
             Chief Financial Officer and Secretary


                        ATTENTION
                             -----------

     Intentional misstatements or omissions of fact constitute
     Federal Criminal Violations (See 18 U.S.C. 1001).