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):
                         November 30, 2004
  
  
                             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 November 30, 2004, the Company entered into an agreement
  with its senior secured lender, ING Capital, LLC ("ING"),
  whereby:
  
       (a)  the Company's senior term loan facility with ING was
  repaid in full and the outstanding principal balance under the
  Company's existing revolving credit facility was reduced to $25
  million; and
  
       (b)  the Company amended the terms and conditions of its
  revolving credit facility with ING in order to:
  
            (i)  extend the maturity date of the debt until March
  31, 2010, conditioned upon a further principal reduction of $10
  million on or before March 31, 2008, and;
  
            (ii)  reduce the interest rate through March 31, 2008
  on the new outstanding balance to 4% cash plus 4% PIK (increasing
  to 4% cash plus 6% PIK for interest periods commencing on and
  after April 1, 2008).
  
       Also on November 30, 2004, ING agreed to convert 99,000
  shares of the Company's Series F Preferred Stock (representing
  99% of the outstanding shares of Series F Preferred Stock) into
  1,711,665 shares of the Company's common stock.  Concurrently
  with this conversion, the terms and conditions of the Company's
  Series F Preferred Stock were amended pursuant to an Amended and
  Restated Certificate of Designations of Series F Preferred Stock,
  as described under Item 5.03 below.
  
  
  ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
             ----------------------------------------------
  
       The information required by this item regarding the
  repayment in full of the Company's senior term loan facility with
  ING (with only the Company's revolving credit facility with ING
  remaining outstanding) is included under Item 1.01 and
  incorporated by reference into this Item 1.02.
  
  
  ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
             ---------------------------------------
  
       On November 30, 2004, the Company completed a private
  placement (the "Placement") of 400,000 Units at the price of
  $60.00 per Unit.  Each Unit consisted of five (5) shares of the
  Company's common stock and one (1) common stock purchase warrant.
  Each Warrant will entitle the holder to purchase, commencing 180
  days from the date of issuance, one (1) share of common stock at
  an exercise price of $15.00 per share.  Each Warrant will have a
  term of three (3) years, but will be callable by the Company
  commencing twelve months following completion of the Placement if
  the closing market price of the Company's common stock exceeds
  $18.75 for 10 consecutive trading days.
  
       Approximately half of the proceeds of the Placement were
  used by the Company to reduce its senior debt as described in
  Item 1.01 above.  The balance of the proceeds will be used by the
  Company to enhance its working capital.
  
       40 Units in the Placement were purchased by ING and a
  concurrent credit of $2.4 million was made to the cash collateral
  account maintained by the Company with ING to fund the payment of
  obligations due under the Company's revolving credit facility.
  
       Concurrently with the Placement, as described in Item 1.01
  above, ING converted 99,000 shares of issued and outstanding
  Series F Preferred Stock into 1,711,665 shares of the Company's
  common stock.
  
       With the completion of the Placement and the conversion of
  Series F Preferred Stock by ING, the Company has a total of
  10,324,330 shares of common stock outstanding.
  
       The issuances of common stock pursuant to the Placement and
  upon the conversion of outstanding Series F Preferred Stock were
  not registered under the Securities Act of 1933, as amended (the
  "Securities Act"), but were exempt from the registration
  requirements of the Securities Act by virtue of Section 4(2) of
  the Securities Act as the transactions did not involve public
  offerings, the number of investors was limited, the investors
  were provided with information about us, and we placed
  restrictions on the resale of the securities.
  
  
  ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
             CHANGE IN FISCAL YEAR
             --------------------------------------------------
  
       On November 30, 2004, concurrently with the conversion by
  ING of 99,000 shares of its Series F Preferred Stock, the Company
  filed an Amended and Restated Certificate of Designations of
  Series F Preferred Stock of Cadiz Inc. (the "Amended and Restated
  Certificate of Designations") with the Secretary of State of the
  State of Delaware.  Upon such filing:
  
       (i)  the requirement regarding the right of holders of
  Series F Preferred Stock (the "Holders") to appoint directors of
  the Company was revised so that the Holders shall have the right
  to appoint two directors for as long as both (a) the outstanding
  principal balance of ING's loan to the company is at least $15
  million, and (b) the Series F Preferred Stock holdings of the
  Holders (including both the common stock into which outstanding
  Series F Preferred Stock is then convertible and any common stock
  received by the Holders upon previous conversions of Series F
  Preferred Stock which remains held by, and has not been disposed
  of, by the Holders) represent at least 5% of the Company's common
  stock; and
  
       (ii)  the conversion ratio, previously adjustable upon
  certain further equity issuances by the Company, has been fixed
  at its current rate of 17.28955 shares of common stock for each
  share of Series F Preferred Stock converted.
  
       The Amended and Restated Certificate of Designations is
  filed as an exhibit hereto and is incorporated herein by this
  reference.  The foregoing descriptions of the terms of the Series
  F Preferred Stock are qualified in their entirety by reference to
  such exhibit.
  
  
  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
             ---------------------------------
  
       EXHIBITS
  
       3.1  Amended and Restated Certificate of Designations of
  Series F Preferred Stock of Cadiz Inc., as filed on November 30,
  2004.
  
  
                             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/ Keith Brackpool
  				     --------------------------------------
                               Keith Brackpool, Chairman of the Board
                               and Chief Executive and Financial Officer
  
  
  Dated:  December 2, 2004
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "dec04_8k.txt", "secsgml_size_bytes": 8027}]
metadata_filer: {"company-data": {"conformed-name": "CADIZ INC", "cik": "0000727273", "assigned-sic": "0700", "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": "041180051"}, "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):
                         November 30, 2004
  
                             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 November 30, 2004, the Company entered into an agreement
  with its senior secured lender, ING Capital, LLC ("ING"),
  whereby:
  
       (a)  the Company's senior term loan facility with ING was
  repaid in full and the outstanding principal balance under the
  Company's existing revolving credit facility was reduced to $25
  million; and
  
       (b)  the Company amended the terms and conditions of its
  revolving credit facility with ING in order to:
  
            (i)  extend the maturity date of the debt until March
  31, 2010, conditioned upon a further principal reduction of $10
  million on or before March 31, 2008, and;
  
            (ii)  reduce the interest rate through March 31, 2008
  on the new outstanding balance to 4% cash plus 4% PIK (increasing
  to 4% cash plus 6% PIK for interest periods commencing on and
  after April 1, 2008).
  
       Also on November 30, 2004, ING agreed to convert 99,000
  shares of the Company's Series F Preferred Stock (representing
  99% of the outstanding shares of Series F Preferred Stock) into
  1,711,665 shares of the Company's common stock.  Concurrently
  with this conversion, the terms and conditions of the Company's
  Series F Preferred Stock were amended pursuant to an Amended and
  Restated Certificate of Designations of Series F Preferred Stock,
  as described under Item 5.03 below.
  
  ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
             ----------------------------------------------
  
       The information required by this item regarding the
  repayment in full of the Company's senior term loan facility with
  ING (with only the Company's revolving credit facility with ING
  remaining outstanding) is included under Item 1.01 and
  incorporated by reference into this Item 1.02.
  
  ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
             ---------------------------------------
  
       On November 30, 2004, the Company completed a private
  placement (the "Placement") of 400,000 Units at the price of
  $60.00 per Unit.  Each Unit consisted of five (5) shares of the
  Company's common stock and one (1) common stock purchase warrant.
  Each Warrant will entitle the holder to purchase, commencing 180
  days from the date of issuance, one (1) share of common stock at
  an exercise price of $15.00 per share.  Each Warrant will have a
  term of three (3) years, but will be callable by the Company
  commencing twelve months following completion of the Placement if
  the closing market price of the Company's common stock exceeds
  $18.75 for 10 consecutive trading days.
  
       Approximately half of the proceeds of the Placement were
  used by the Company to reduce its senior debt as described in
  Item 1.01 above.  The balance of the proceeds will be used by the
  Company to enhance its working capital.
  
       40 Units in the Placement were purchased by ING and a
  concurrent credit of $2.4 million was made to the cash collateral
  account maintained by the Company with ING to fund the payment of
  obligations due under the Company's revolving credit facility.
  
       Concurrently with the Placement, as described in Item 1.01
  above, ING converted 99,000 shares of issued and outstanding
  Series F Preferred Stock into 1,711,665 shares of the Company's
  common stock.
  
       With the completion of the Placement and the conversion of
  Series F Preferred Stock by ING, the Company has a total of
  10,324,330 shares of common stock outstanding.
  
       The issuances of common stock pursuant to the Placement and
  upon the conversion of outstanding Series F Preferred Stock were
  not registered under the Securities Act of 1933, as amended (the
  "Securities Act"), but were exempt from the registration
  requirements of the Securities Act by virtue of Section 4(2) of
  the Securities Act as the transactions did not involve public
  offerings, the number of investors was limited, the investors
  were provided with information about us, and we placed
  restrictions on the resale of the securities.
  
  ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
             CHANGE IN FISCAL YEAR
             --------------------------------------------------
  
       On November 30, 2004, concurrently with the conversion by
  ING of 99,000 shares of its Series F Preferred Stock, the Company
  filed an Amended and Restated Certificate of Designations of
  Series F Preferred Stock of Cadiz Inc. (the "Amended and Restated
  Certificate of Designations") with the Secretary of State of the
  State of Delaware.  Upon such filing:
  
       (i)  the requirement regarding the right of holders of
  Series F Preferred Stock (the "Holders") to appoint directors of
  the Company was revised so that the Holders shall have the right
  to appoint two directors for as long as both (a) the outstanding
  principal balance of ING's loan to the company is at least $15
  million, and (b) the Series F Preferred Stock holdings of the
  Holders (including both the common stock into which outstanding
  Series F Preferred Stock is then convertible and any common stock
  received by the Holders upon previous conversions of Series F
  Preferred Stock which remains held by, and has not been disposed
  of, by the Holders) represent at least 5% of the Company's common
  stock; and
  
       (ii)  the conversion ratio, previously adjustable upon
  certain further equity issuances by the Company, has been fixed
  at its current rate of 17.28955 shares of common stock for each
  share of Series F Preferred Stock converted.
  
       The Amended and Restated Certificate of Designations is
  filed as an exhibit hereto and is incorporated herein by this
  reference.  The foregoing descriptions of the terms of the Series
  F Preferred Stock are qualified in their entirety by reference to
  such exhibit.
  
  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
             ---------------------------------
  
       EXHIBITS
  
       3.1  Amended and Restated Certificate of Designations of
  Series F Preferred Stock of Cadiz Inc., as filed on November 30,
  2004.
  
                             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/ Keith Brackpool
  				     --------------------------------------
                               Keith Brackpool, Chairman of the Board
                               and Chief Executive and Financial Officer
  
  Dated:  December 2, 2004