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):
                           June 30, 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 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
              OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
  
       (b) & (d) Mr. Stephen J. Duffy has been appointed to the
  Company's Board of Directors effective July 3, 2006.  Mr. Duffy
  is replacing outgoing director Gregory Preston, who resigned on
  June 30, 2006, following the repayment of the Company's
  previously outstanding senior revolving credit facility with ING.
  Mr. Preston had been selected as a director by ING Capital LLC,
  as the holder of the Company's outstanding Series F Preferred
  Stock, pursuant to Section 4(b) of the Company's Amended and
  Restated Certificate of Designation of Series F Preferred Stock.
  As previously reported by the Company, the ING credit facility
  was repaid using proceeds from a new credit facility entered into
  by the Company with Peloton Partners LLP ("Peloton").  With the
  repayment of the ING credit facility, such designation rights
  have terminated.  See Item 5.03 below.
  
       Mr. Raymond J. Pacini, who had also been serving on the
  Board as a designee of ING, will remain on the Board but as the
  designee of Peloton pursuant to the right of Peloton to designate
  a single director under the terms of the Company's new loan
  facility with Peloton.
  
       Mr. Duffy was also appointed to the Company's Audit
  Committee, Compensation Committee and Nominating & Corporate
  Governance Committee to fill the vacancies created by the
  resignation of Mr. Preston.
  
       Mr. Duffy has over 25 years of management consulting
  and finance experience, specializing in capital markets and
  strategic planning.  Mr. Duffy is currently Chief Operating
  Officer for Western National Realty Advisors.   Western
  National Realty Advisors is the apartment acquisition,
  development and investment management company of Western
  National Group, a fully integrated multi-family
  owner/operator.  Prior to joining Western National Realty
  Advisors in 2004, Mr. Duffy was the Partner-in-Charge of
  Real Estate Capital Markets for the Western U.S. with Ernst
  & Young, LLP.  Ernst & Young, LLP merged with Kenneth
  Leventhal & Company in 1995, and Mr. Duffy was the Managing
  Partner of Kenneth Leventhal & Company's Real Estate
  Consulting Practice in Newport Beach, California at that
  time.
  
  
  ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
              CHANGE IN FISCAL YEAR
  
       On June 30, 2006, following the repayment in full of the
  Company's senior revolving credit facility with ING, the Company
  filed a Second Amended and Restated Certificate of Designations
  of Series F Preferred Stock of Cadiz Inc. (the "Second Amended
  and Restated Certificate of Designations") with the Secretary of
  State of the State of Delaware.  With such filing:
  
       (i)  All outstanding shares of Series F Preferred Stock may
  be manditorily converted by the Company into the Company's common
  stock, at such time as the percentage equity ownership of the
  holders of Series F Preferred Stock (the "Holders") in the common
  stock of the Company falls below 5%, on a fully-diluted basis;
  and
  
       (ii) the right of the Holders to appoint directors of the
  Company (which had been conditioned, in part, upon the
  requirement that the outstanding principal balance of the ING
  credit facility be at least $15 million) was eliminated.
  
       The Second 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  Second Amended and Restated Certificate of Designations
  of Series F Preferred Stock of Cadiz Inc., as filed on June 30,
  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:  July 6, 2006
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "july_06-8k.txt", "secsgml_size_bytes": 5780}]
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": "06947552"}, "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):
                           June 30, 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 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
              OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
  
       (b) & (d) Mr. Stephen J. Duffy has been appointed to the
  Company's Board of Directors effective July 3, 2006.  Mr. Duffy
  is replacing outgoing director Gregory Preston, who resigned on
  June 30, 2006, following the repayment of the Company's
  previously outstanding senior revolving credit facility with ING.
  Mr. Preston had been selected as a director by ING Capital LLC,
  as the holder of the Company's outstanding Series F Preferred
  Stock, pursuant to Section 4(b) of the Company's Amended and
  Restated Certificate of Designation of Series F Preferred Stock.
  As previously reported by the Company, the ING credit facility
  was repaid using proceeds from a new credit facility entered into
  by the Company with Peloton Partners LLP ("Peloton").  With the
  repayment of the ING credit facility, such designation rights
  have terminated.  See Item 5.03 below.
  
       Mr. Raymond J. Pacini, who had also been serving on the
  Board as a designee of ING, will remain on the Board but as the
  designee of Peloton pursuant to the right of Peloton to designate
  a single director under the terms of the Company's new loan
  facility with Peloton.
  
       Mr. Duffy was also appointed to the Company's Audit
  Committee, Compensation Committee and Nominating & Corporate
  Governance Committee to fill the vacancies created by the
  resignation of Mr. Preston.
  
       Mr. Duffy has over 25 years of management consulting
  and finance experience, specializing in capital markets and
  strategic planning.  Mr. Duffy is currently Chief Operating
  Officer for Western National Realty Advisors.   Western
  National Realty Advisors is the apartment acquisition,
  development and investment management company of Western
  National Group, a fully integrated multi-family
  owner/operator.  Prior to joining Western National Realty
  Advisors in 2004, Mr. Duffy was the Partner-in-Charge of
  Real Estate Capital Markets for the Western U.S. with Ernst
  & Young, LLP.  Ernst & Young, LLP merged with Kenneth
  Leventhal & Company in 1995, and Mr. Duffy was the Managing
  Partner of Kenneth Leventhal & Company's Real Estate
  Consulting Practice in Newport Beach, California at that
  time.
  
  ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
              CHANGE IN FISCAL YEAR
  
       On June 30, 2006, following the repayment in full of the
  Company's senior revolving credit facility with ING, the Company
  filed a Second Amended and Restated Certificate of Designations
  of Series F Preferred Stock of Cadiz Inc. (the "Second Amended
  and Restated Certificate of Designations") with the Secretary of
  State of the State of Delaware.  With such filing:
  
       (i)  All outstanding shares of Series F Preferred Stock may
  be manditorily converted by the Company into the Company's common
  stock, at such time as the percentage equity ownership of the
  holders of Series F Preferred Stock (the "Holders") in the common
  stock of the Company falls below 5%, on a fully-diluted basis;
  and
  
       (ii) the right of the Holders to appoint directors of the
  Company (which had been conditioned, in part, upon the
  requirement that the outstanding principal balance of the ING
  credit facility be at least $15 million) was eliminated.
  
       The Second 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  Second Amended and Restated Certificate of Designations
  of Series F Preferred Stock of Cadiz Inc., as filed on June 30,
  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:  July 6, 2006