VIA
EDGAR
August 4,
2009
U.S.
Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C.
20549
|
RE:
|
Amendment
Withdrawal Request
|
|
Post-Effective
Amendment No. 1 to Registration Statement on
Form
S-3 (Registration No. 333-136117)
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|
Ladies
and Gentlemen:
Pursuant
to Rule 477(a) of the Securities Act of 1933, as amended, Cadiz Inc. (the
“Registrant”) hereby applies to the Securities Exchange Commission for consent
to withdraw its Post-Effective Amendment No. 1 to its Registration Statement on
Form S-3 (Registration No. 333-136117) (the “Amendment”), filed with the
Securities and Exchange Commission on August 3, 2009.
The
Registrant is requesting the withdrawal of the Amendment because the Amendment
was erroneously miscoded as EDGAR submission type S-3/A, rather than its
appropriate submission type of POS AM. As such, the Registrant is
hereby requesting the withdrawal of the miscoded Amendment and refiling a
properly labeled amendment.
Accordingly,
the Registrant hereby respectfully requests that an order granting the
withdrawal of the Amendment be issued by the Securities and Exchange Commission
as soon as reasonably possible.
The
Registrant confirms that no securities have been sold pursuant to the
erroneously filed Amendment.
Please
forward copies of the order consenting to the withdrawal of the Amendment to the
attention of Howard Unterberger, Attorney at Law, Theodora Oringher Miller &
Richman PC, 2029 Century Park East, Sixth Floor, Los Angeles,
CA 90067-2907.
If you
have questions regarding the foregoing application for withdrawal, please
contact Teffiny Bagnara at (213) 271-1608.
Sincerely,
CADIZ
INC.
| By: | /s/ Timothy J. Shaheen |
| Timothy J. Shaheen | |
| Chief Financial Officer |