content: Securities and Exchange Commission
                       Washington, D.C. 20549
  
                              Form 8-K
  
                           Current Report
  
               Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported):
                          January 25, 2006
  
  
                             Cadiz Inc.
       (Exact name of Registrant as specified in its charter)
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
                  0-12114                        77-0313235
          (Commission File Number)   (IRS Employer Identification No.)
  
  777 South Figueroa Street, Suite 4250, Los Angeles    90017
  (Address of principal executive offices)            (Zip Code)
  
  Registrant's telephone number, including area code: (213) 271-1600
  
  Check the appropriate box below if the Form 8-K filing is intended
  to simultaneously satisfy the filing obligation of the registrant
  under any of the following provisions:
  
  [  ]  Written communications pursuant to Rule 425 under the
         Securities Act (17 CFR 230.425)
  [  ]  Soliciting material pursuant to Rule 14a-12 under the
         Exchange Act (17 CFR 240.14a-12)
  [  ]  Pre-commencement communications pursuant to Rule 14d-2(b)
         under the Exchange Act (17 CFR 240.14d-2(b))
  [  ]  Pre-commencement communications pursuant to Rule 13e-4(c)
         under the Exchange Act (17 CFR 240.13e-4(c))
  
  
  
  ITEM 5.05.  AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR
              WAIVER OF A PROVISION OF THE CODE OF ETHICS
  
       See Item 8.01 - Other Events, below, which is incorporated
  herein by reference.
  
  
  ITEM 8.01.  OTHER EVENTS
  
       As described in the Company's Annual Reports on Form 10-K
  for the fiscal years ended December 31, 2003 and December 31,
  2004, in December 2003 the Company's Board of Directors
  authorized the adoption of a Management Equity Incentive Plan
  (the "Incentive Plan"), under which a total of 1,472,051 shares
  were authorized for issuance to key personnel, subject to vesting
  schedules.  In December 2005, a total of 364,904 shares
  previously allocated under the Incentive Plan vested and were
  issued.
  
       Of the shares which vested in December 2005, 118,064 were
  issued to Keith Brackpool, the Chief Executive Officer of the
  Company, 118,064 were issued to Richard Stoddard, the Chief
  Executive Officer of the Company's subsidiary, Cadiz Real Estate
  LLC, 92,908 were issued to Mark Liggett, an employee of the
  Company, and 35,868 shares were issued to Timothy Shaheen, a
  director of the Company.
  
       On January 26, 2006, each of the recipients of newly vested
  shares under the Incentive Plan sold a portion of such shares for
  tax purposes.  Inasmuch as the vesting and issuance of shares
  under the Incentive Plan constituted an immediate taxable event
  to the recipients, the recipients chose to sell shares so as to
  pay taxes.  By selling these shares shortly following issuance,
  the recipients could most closely align the value assigned to
  each share for tax purposes with the proceeds received upon the
  sale, thereby maximizing the number of shares which each
  recipient would be able to retain on a longer term basis (with
  potential for further appreciation and more favorable capital
  gains tax rates upon ultimate resale) while still enabling the
  recipients to satisfy their current tax obligations.
  
       Under the Company's Code of Business Conduct and Ethics,
  Company employees, officers and directors are prohibited from
  purchasing or selling securities of the Company at any time that
  such person may have material nonpublic information concerning
  the Company.  The aforementioned sellers of shares have certified
  to the Company that they possessed no material nonpublic
  information concerning the Company at the time of sale.  As such,
  no waiver of or amendment to the Company's Code of Business
  Conduct and Ethics was required in order for these sales to be
  conducted in conformity with such Code.
  
       However, in addition to the Company's Code of Business
  Conduct and Ethics, the Company maintains an internal policy that
  transactions in the Company's securities by members of senior
  management may ordinarily be made only during window periods
  following the Company's filing of quarterly and annual reports
  with the Securities and Exchange Commission, with exceptions to
  this policy requiring Board approval.  For the reasons described
  above, the recipients of the newly vested Incentive Plan shares
  proposed to sell a portion of these shares outside of the
  established window periods.  Therefore, prior to the sale of such
  shares, the sellers requested that the Board approve an exception
  to the Company's internal policy to allow for such sales to be
  made on or before January 31, 2006.  On January 25, 2006, in
  light of the circumstances of the proposed sales, the independent
  members of the Board approved this exception.
  
       This approval was granted pursuant to the requirements of
  the Company's internal insider trading policy and therefore did
  not require a waiver to, or amendment of, the Company's formal
  Code of Business Conduct and Ethics.  However, the Company,
  strictly as a matter of caution, is reporting the Board's
  approval of this exception to its internal insider trading policy
  by way of this Form 8-K filing.
  
  
                             SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act
  of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
                                Cadiz Inc.
  
  
  
                                By:  /s/ O'Donnell Iselin II
                                    -------------------------------
                                         O'Donnell Iselin II
                                         Chief Financial Officer
  
  
  
  Dated:  January 27, 2006
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "jan06-8k.txt", "secsgml_size_bytes": 5913}]
metadata_filer: {"company-data": {"conformed-name": "CADIZ INC", "cik": "0000727273", "assigned-sic": "4941", "irs-number": "770313235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12114", "film-number": "06556382"}, "business-address": {"street1": "777 SOUTH FIGUEROA STREET", "street2": "SUITE 4250", "city": "LOS ANGELES", "state": "CA", "zip": "90017", "phone": "213-271-1600"}, "mail-address": {"street1": "777 SOUTH FIGUEROA STREET", "street2": "SUITE 4250", "city": "LOS ANGELES", "state": "CA", "zip": "90017"}, "former-company": [{"former-conformed-name": "CADIZ LAND CO INC", "date-changed": "19920703"}, {"former-conformed-name": "PACIFIC AGRICULTURAL HOLDINGS INC", "date-changed": "19920602"}, {"former-conformed-name": "ARIDTECH INC", "date-changed": "19880523"}]}
text: Securities and Exchange Commission
                       Washington, D.C. 20549
  
                              Form 8-K
  
                           Current Report
  
               Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported):
                          January 25, 2006
  
                             Cadiz Inc.
       (Exact name of Registrant as specified in its charter)
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
                  0-12114                        77-0313235
          (Commission File Number)   (IRS Employer Identification No.)
  
  777 South Figueroa Street, Suite 4250, Los Angeles    90017
  (Address of principal executive offices)            (Zip Code)
  
  Registrant's telephone number, including area code: (213) 271-1600
  
  Check the appropriate box below if the Form 8-K filing is intended
  to simultaneously satisfy the filing obligation of the registrant
  under any of the following provisions:
  
  [  ]  Written communications pursuant to Rule 425 under the
         Securities Act (17 CFR 230.425)
  [  ]  Soliciting material pursuant to Rule 14a-12 under the
         Exchange Act (17 CFR 240.14a-12)
  [  ]  Pre-commencement communications pursuant to Rule 14d-2(b)
         under the Exchange Act (17 CFR 240.14d-2(b))
  [  ]  Pre-commencement communications pursuant to Rule 13e-4(c)
         under the Exchange Act (17 CFR 240.13e-4(c))
  
  ITEM 5.05.  AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR
              WAIVER OF A PROVISION OF THE CODE OF ETHICS
  
       See Item 8.01 - Other Events, below, which is incorporated
  herein by reference.
  
  ITEM 8.01.  OTHER EVENTS
  
       As described in the Company's Annual Reports on Form 10-K
  for the fiscal years ended December 31, 2003 and December 31,
  2004, in December 2003 the Company's Board of Directors
  authorized the adoption of a Management Equity Incentive Plan
  (the "Incentive Plan"), under which a total of 1,472,051 shares
  were authorized for issuance to key personnel, subject to vesting
  schedules.  In December 2005, a total of 364,904 shares
  previously allocated under the Incentive Plan vested and were
  issued.
  
       Of the shares which vested in December 2005, 118,064 were
  issued to Keith Brackpool, the Chief Executive Officer of the
  Company, 118,064 were issued to Richard Stoddard, the Chief
  Executive Officer of the Company's subsidiary, Cadiz Real Estate
  LLC, 92,908 were issued to Mark Liggett, an employee of the
  Company, and 35,868 shares were issued to Timothy Shaheen, a
  director of the Company.
  
       On January 26, 2006, each of the recipients of newly vested
  shares under the Incentive Plan sold a portion of such shares for
  tax purposes.  Inasmuch as the vesting and issuance of shares
  under the Incentive Plan constituted an immediate taxable event
  to the recipients, the recipients chose to sell shares so as to
  pay taxes.  By selling these shares shortly following issuance,
  the recipients could most closely align the value assigned to
  each share for tax purposes with the proceeds received upon the
  sale, thereby maximizing the number of shares which each
  recipient would be able to retain on a longer term basis (with
  potential for further appreciation and more favorable capital
  gains tax rates upon ultimate resale) while still enabling the
  recipients to satisfy their current tax obligations.
  
       Under the Company's Code of Business Conduct and Ethics,
  Company employees, officers and directors are prohibited from
  purchasing or selling securities of the Company at any time that
  such person may have material nonpublic information concerning
  the Company.  The aforementioned sellers of shares have certified
  to the Company that they possessed no material nonpublic
  information concerning the Company at the time of sale.  As such,
  no waiver of or amendment to the Company's Code of Business
  Conduct and Ethics was required in order for these sales to be
  conducted in conformity with such Code.
  
       However, in addition to the Company's Code of Business
  Conduct and Ethics, the Company maintains an internal policy that
  transactions in the Company's securities by members of senior
  management may ordinarily be made only during window periods
  following the Company's filing of quarterly and annual reports
  with the Securities and Exchange Commission, with exceptions to
  this policy requiring Board approval.  For the reasons described
  above, the recipients of the newly vested Incentive Plan shares
  proposed to sell a portion of these shares outside of the
  established window periods.  Therefore, prior to the sale of such
  shares, the sellers requested that the Board approve an exception
  to the Company's internal policy to allow for such sales to be
  made on or before January 31, 2006.  On January 25, 2006, in
  light of the circumstances of the proposed sales, the independent
  members of the Board approved this exception.
  
       This approval was granted pursuant to the requirements of
  the Company's internal insider trading policy and therefore did
  not require a waiver to, or amendment of, the Company's formal
  Code of Business Conduct and Ethics.  However, the Company,
  strictly as a matter of caution, is reporting the Board's
  approval of this exception to its internal insider trading policy
  by way of this Form 8-K filing.
  
                             SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act
  of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
                                Cadiz Inc.
  
                                By:  /s/ O'Donnell Iselin II
                                    -------------------------------
                                         O'Donnell Iselin II
                                         Chief Financial Officer
  
  Dated:  January 27, 2006