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):
                         September 29, 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 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On September 29, 2006, Cadiz Inc. (the "Company") entered
  into Amendment No. 1 to the Credit Agreement dated June 26, 2006
  between the Company and our wholly-owned subsidiary Cadiz Real
  Estate LLC, as borrowers, the lenders from time to time parties
  thereto, and Peloton Partners LLP, as Administrative Agent.
  
       This Amendment No. 1 provides certain technical corrections
  and clarifications to the Credit Agreement.  The Amendment also
  revises the procedure by which the conversion prices applicable
  to the subject convertible loan are to be calculated in the event
  of a change in control of the company.  Under the original Credit
  Agreement, in the event of a change in control of the company the
  conversion price was to be adjusted pursuant to a formula taking
  into account the amount of time that the loan has been
  outstanding and the value of the Company's stock at the time of
  the change of control.  As modified by Amendment No. 1, in the
  event of a change in control of the company the conversion price
  is to be established pursuant to a specific schedule of prices
  which, similar to the previously applicable formula, takes into
  account the amount of time that the loan has been outstanding
  but, unlike the previously applicable formula, does not take into
  account the value of the Company's stock at the time of the
  change of control.  Under the schedule of conversion prices as
  provided in Amendment No. 1, as in the original Credit Agreement,
  in no event shall the adjusted conversion price be less than
  $16.50 per share.
  
  
  ITEM 5.02.     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
                 ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
                 OFFICERS
  
  (b) & (d) Mr. Winston H. Hickox has been appointed to the
  Company's Board of Directors effective October 2, 2006.
  
       Mr. Hickox recently completed a two year assignment as
  Senior Portfolio Manager with the California Public Employees'
  Retirement System (CalPERS) where he assisted with the design and
  implementation of a series of environmentally oriented investment
  initiatives in the Private Equity, Real Estate, Global Public
  Equities, and Corporate Governance segments of the fund's $211
  billion investment portfolio.
  
       Prior to his assignment at CalPERS, Mr. Hickox served as
  Secretary of the California Environmental Protection Agency
  (CalEPA), a member of the Governor's cabinet responsible for a
  broad range of programs created to protect California's human and
  environmental health. During his tenure, Mr. Hickox contributed
  to the enactment of some of California's most important
  environmental legislation and the design and implementation of
  pioneering environmental policy.
  
       Mr. Hickox' environmental policy experience also includes
  two years as an alternate member of the California Coastal
  Commission; seven years as Special Assistant of Environmental
  Affairs for California Governor Edmund G. Brown, Jr.; twelve
  years on the board of the California League of Conservation
  Voters (CLCV), including a four-year term as Board President; and
  two years on the boards of Audubon California and Sustainable
  Conservation.
  
       Mr. Hickox is currently a partner at California Strategies,
  a public policy consulting firm, and is also serving as a member
  of the board of Thomas Properties Group, a publicly traded full
  service real estate investment firm.  Additionally, Mr. Hickox is
  currently a member of the Sacramento County Employees' Retirement
  System board.
  
       Earlier in his professional career, Mr. Hickox was a partner
  and Managing Director with LaSalle Advisors, Ltd., a major force
  in the world's real estate capital markets, and a Managing
  Director with Alex Brown Kleinwort Benson Realty Advisors Corp.
  and served as head of the firm's Portfolio Management Group.
  
       Mr. Hickox was also appointed to the Company's Audit
  Committee to fill the vacancy created by the resignation,
  effective July 31, 2006, of Mr. Murray H. Hutchison as a member
  of such Committee.  As previously reported by the Company, Mr.
  Hutchison tendered his resignation solely due to his service on
  the audit committee of a New York Stock Exchange listed company
  which prohibits members of its audit committee from serving on
  more than two other audit committees.  Mr. Hutchison remains a
  member of the Company's Board of Directors and of its
  Compensation and Corporate Governance & Nominating committees.
  
       As also previously disclosed by the Company, as a result of
  Mr. Hutchison's resignation from the Audit Committee, the Company
  did not comply with the provisions of Nasdaq Rule 4350(d)(2)(A),
  which requires that the Company have and continue to have an
  audit committee comprised of at least three members.  By
  appointing Mr. Hickox to the Audit Committee, the Company has
  satisfied the requirements of this rule within the time limits
  prescribed by Nasdaq Rule 4350(d)(4)(B), which required the
  Company to fill the vacant position on the audit Committee by the
  earlier of its next annual shareholder meeting or July 31, 2007.
  
       Mr. Hickox was also appointed as an additional member of the
  Company's Compensation Committee and the Company's Corporate
  Governance & Nominating Committee.
  
  
  ITEM 8.01.     OTHER EVENTS
  
       On October 3, 2006 the Company received written confirmation
  from the Nasdaq Listing Qualifications Department that, with the
  appointment of Winston Hickox to the Company's Board of Directors
  and Audit Committee, the Company has complied with Nasdaq Rule
  4350(d)(2)(A), which requires that the Company have and continue
  to have an audit committee comprised of at least three members.
  See "Item 5.02.  Departure of Directors or Principal Officers;
  Election of Directors; Appointment of Principal Officers," above.
  
  
  ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS
  
       EXHIBITS
  
       3.1   Amendment No. 1 dated September 29, 2006 to
             the $36,375,000 Credit Agreement among Cadiz Inc.
             and Cadiz Real Estate LLC, as Borrowers, the Several
             Lenders from time to time parties thereto and
             Peloton Partners LLP, as Administrative Agent, dated
             as of June 26, 2006.
  
  
  
  
                             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:  October 4, 2006
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "oct_2006-8k.txt", "secsgml_size_bytes": 8219}]
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": "061128337"}, "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):
                         September 29, 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 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On September 29, 2006, Cadiz Inc. (the "Company") entered
  into Amendment No. 1 to the Credit Agreement dated June 26, 2006
  between the Company and our wholly-owned subsidiary Cadiz Real
  Estate LLC, as borrowers, the lenders from time to time parties
  thereto, and Peloton Partners LLP, as Administrative Agent.
  
       This Amendment No. 1 provides certain technical corrections
  and clarifications to the Credit Agreement.  The Amendment also
  revises the procedure by which the conversion prices applicable
  to the subject convertible loan are to be calculated in the event
  of a change in control of the company.  Under the original Credit
  Agreement, in the event of a change in control of the company the
  conversion price was to be adjusted pursuant to a formula taking
  into account the amount of time that the loan has been
  outstanding and the value of the Company's stock at the time of
  the change of control.  As modified by Amendment No. 1, in the
  event of a change in control of the company the conversion price
  is to be established pursuant to a specific schedule of prices
  which, similar to the previously applicable formula, takes into
  account the amount of time that the loan has been outstanding
  but, unlike the previously applicable formula, does not take into
  account the value of the Company's stock at the time of the
  change of control.  Under the schedule of conversion prices as
  provided in Amendment No. 1, as in the original Credit Agreement,
  in no event shall the adjusted conversion price be less than
  $16.50 per share.
  
  ITEM 5.02.     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
                 ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
                 OFFICERS
  
  (b) & (d) Mr. Winston H. Hickox has been appointed to the
  Company's Board of Directors effective October 2, 2006.
  
       Mr. Hickox recently completed a two year assignment as
  Senior Portfolio Manager with the California Public Employees'
  Retirement System (CalPERS) where he assisted with the design and
  implementation of a series of environmentally oriented investment
  initiatives in the Private Equity, Real Estate, Global Public
  Equities, and Corporate Governance segments of the fund's $211
  billion investment portfolio.
  
       Prior to his assignment at CalPERS, Mr. Hickox served as
  Secretary of the California Environmental Protection Agency
  (CalEPA), a member of the Governor's cabinet responsible for a
  broad range of programs created to protect California's human and
  environmental health. During his tenure, Mr. Hickox contributed
  to the enactment of some of California's most important
  environmental legislation and the design and implementation of
  pioneering environmental policy.
  
       Mr. Hickox' environmental policy experience also includes
  two years as an alternate member of the California Coastal
  Commission; seven years as Special Assistant of Environmental
  Affairs for California Governor Edmund G. Brown, Jr.; twelve
  years on the board of the California League of Conservation
  Voters (CLCV), including a four-year term as Board President; and
  two years on the boards of Audubon California and Sustainable
  Conservation.
  
       Mr. Hickox is currently a partner at California Strategies,
  a public policy consulting firm, and is also serving as a member
  of the board of Thomas Properties Group, a publicly traded full
  service real estate investment firm.  Additionally, Mr. Hickox is
  currently a member of the Sacramento County Employees' Retirement
  System board.
  
       Earlier in his professional career, Mr. Hickox was a partner
  and Managing Director with LaSalle Advisors, Ltd., a major force
  in the world's real estate capital markets, and a Managing
  Director with Alex Brown Kleinwort Benson Realty Advisors Corp.
  and served as head of the firm's Portfolio Management Group.
  
       Mr. Hickox was also appointed to the Company's Audit
  Committee to fill the vacancy created by the resignation,
  effective July 31, 2006, of Mr. Murray H. Hutchison as a member
  of such Committee.  As previously reported by the Company, Mr.
  Hutchison tendered his resignation solely due to his service on
  the audit committee of a New York Stock Exchange listed company
  which prohibits members of its audit committee from serving on
  more than two other audit committees.  Mr. Hutchison remains a
  member of the Company's Board of Directors and of its
  Compensation and Corporate Governance & Nominating committees.
  
       As also previously disclosed by the Company, as a result of
  Mr. Hutchison's resignation from the Audit Committee, the Company
  did not comply with the provisions of Nasdaq Rule 4350(d)(2)(A),
  which requires that the Company have and continue to have an
  audit committee comprised of at least three members.  By
  appointing Mr. Hickox to the Audit Committee, the Company has
  satisfied the requirements of this rule within the time limits
  prescribed by Nasdaq Rule 4350(d)(4)(B), which required the
  Company to fill the vacant position on the audit Committee by the
  earlier of its next annual shareholder meeting or July 31, 2007.
  
       Mr. Hickox was also appointed as an additional member of the
  Company's Compensation Committee and the Company's Corporate
  Governance & Nominating Committee.
  
  ITEM 8.01.     OTHER EVENTS
  
       On October 3, 2006 the Company received written confirmation
  from the Nasdaq Listing Qualifications Department that, with the
  appointment of Winston Hickox to the Company's Board of Directors
  and Audit Committee, the Company has complied with Nasdaq Rule
  4350(d)(2)(A), which requires that the Company have and continue
  to have an audit committee comprised of at least three members.
  See "Item 5.02.  Departure of Directors or Principal Officers;
  Election of Directors; Appointment of Principal Officers," above.
  
  ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS
  
       EXHIBITS
  
       3.1   Amendment No. 1 dated September 29, 2006 to
             the $36,375,000 Credit Agreement among Cadiz Inc.
             and Cadiz Real Estate LLC, as Borrowers, the Several
             Lenders from time to time parties thereto and
             Peloton Partners LLP, as Administrative Agent, dated
             as of June 26, 2006.
  
                             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:  October 4, 2006