Revolving Credit Note
                                                           EXHIBIT 10.16
                                                           -------------
                     REVOLVING CREDIT NOTE

$15,000,000                                     November 25, 1997
                                          Los Angeles, California

       FOR   VALUE  RECEIVED,  CADIZ  LAND  COMPANY,  INC.,  a  Delaware
corporation (the "Borrower"), hereby promises to pay to the order of ING
BARING   (U.S.)   CAPITAL  CORPORATION,  a  Delaware  corporation   (the
"Lender"), at the place and currency and manner designated in the Credit
Agreement  referred  to below and in immediately  available  funds,  the
principal  sum of FIFTEEN MILLION Dollars ($15,000,000) (or such  lesser
amount  as  shall  equal the aggregate unpaid principal  amount  of  the
Revolving  Loans  made by the Lender to the Borrowers under  the  Credit
Agreement),  in  lawful money of the United States  of  America  and  in
immediately  available funds, on the dates and in the principal  amounts
provided  in  the Credit Agreement, and to pay interest  on  the  unpaid
principal amount of each such Revolving Loan, at the place and  currency
and manner designated in the Credit Agreement, for the period commencing
on  the  date of such Revolving Loan until such Revolving Loan shall  be
paid  in full, at the rates per annum and on the dates provided  in  the
Credit Agreement.

      The  date, amount, interest rate and Interest Payment Date of each
Revolving Loan made by the Lender to the Borrower, and each payment made
on  account of the principal thereof, shall be recorded by the Lender on
its  books  and,  prior to any transfer of this Note,  endorsed  by  the
Lender  on  the  schedule attached hereto or any  continuation  thereof,
provided that the failure of the Lender to make any such recordation  or
endorsement shall not affect the obligations of the Borrower to  make  a
payment  when  due  of  any amount owing under the Credit  Agreement  or
hereunder in respect of the Revolving Loans made by the Lender.

      This  Note is one of the Notes referred to in the Credit Agreement
dated  as  of  November 25, 1997 (as modified and  supplemented  and  in
effect  from  time  to time, the "Credit Agreement")  among  CADIZ  LAND
COMPANY,  INC., the LENDERS party hereto, and ING BARING (U.S.)  CAPITAL
CORPORATION, as Administrative Agent, and evidences Revolving Loans made
by  the Lender thereunder.  Terms used but not defined in this Note have
the respective meanings assigned to them in the Credit Agreement.

      The Credit Agreement provides for the acceleration of the maturity
of  this  Note upon the occurrence of certain events and for prepayments
of Loans upon the terms and conditions specified therein.

      Except as permitted by Section 9.04 of the Credit Agreement,  this
Note may not be assigned by the Lender to any other Person.

      This  Note shall be governed by, and construed in accordance with,
the law of the State of California.

                         CADIZ LAND COMPANY, INC.,
                           the Borrower

                            by: /s/  Stanley E. Speer
                                ---------------------
                                Name:   Stanley E. Speer
                                Title:  Chief Financial Officer


                  SCHEDULE OF REVOLVING LOANS

      This  Note evidences Revolving Loans made, continued or  converted
under  the  within-described Credit Agreement to the Borrowers,  on  the
dates,  in  the  principal amounts, bearing interest at  the  rates  and
having  Interest  Periods  (if applicable) of the  durations  set  forth
below,   subject   to  the  payments,  continuations,  conversions   and
prepayments of principal set forth below:



      Date                  Amount Paid,
     Made,      Principal     Prepaid,     Unpaid
   Continued      Amount     Continued   Principal    Notation
  Or Converted   of Loan    or Converted   Amount     Made by
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