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):
                          August 26, 2005
  
  
                             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 August 26, 2005, a Settlement Agreement between Cadiz
  Inc. ("Cadiz"), on the one hand, and Cadiz' wholly owned
  subsidiary Sun World International, Inc. ("Sun World") and three
  of Sun World's subsidiaries, on the other hand, was approved by
  the U.S. Bankruptcy Court (Central District of California,
  Riverside Division), concurrently with the Court's confirmation
  of a consensual plan of reorganization for Sun World and its
  debtor affiliates (see Item 8.01 - Other Events, below).
  
       The Settlement Agreement provides that following the
  effective date of Sun World's plan of reorganization, Cadiz will
  retain the right to utilize the Sun World net operating loss
  carryovers (NOLs).  The Sun World Federal NOLs are expected to
  total approximately $56 million.  If, in any year from calendar
  year 2005 through calendar year 2011, the utilization of such
  NOLs results in a reduction of Cadiz' tax liability for such
  year, then Cadiz will pay to the Sun World bankruptcy estate 25%
  of the amount of such reduction, and shall retain the remaining
  75% for its own benefit.  There is no requirement that Cadiz
  utilize these NOLs during this reimbursement period, or provide
  any reimbursement to the Sun World bankruptcy estate for any NOLs
  used by Cadiz after this reimbursement period expires.
  
       Cadiz will also pay to the Sun World bankruptcy estate
  $25,000 in cash.
  
  
  ITEM 8.01.  OTHER EVENTS
              ------------
  
       On August 26, 2005 the U.S. Bankruptcy Court (Central
  District of California, Riverside Division) confirmed a
  consensual plan of reorganization (the "Plan") for Sun World and
  its debtor affiliates.  Sun World and three of Sun World's wholly
  owned subsidiaries had filed voluntary petitions under Chapter 11
  of the Bankruptcy Code on January 30, 2003.
  
       As previously disclosed in Cadiz' Form 10-K for the year
  ended December 31, 2004, as a result of an auction which was
  conducted in January 2005, Sun World sold substantially all of
  its assets in exchange for cash and credit consideration of
  $127.8 million, plus payment and assumption of certain
  liabilities totaling an estimated $14 million, including trade
  claims.  The Plan provides for the final distribution of this
  consideration to Sun World's creditors.
  
       Because the financial statements of Sun World have not been
  consolidated with those of Cadiz subsequent to the filing of the
  voluntary petitions on January 30, 2003, the confirmation and
  implementation of the Plan will have no material impact upon the
  consolidated financial statements of Cadiz.
  
  
                             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:  August 30, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "august_8k.txt", "secsgml_size_bytes": 4739}]
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": "051058834"}, "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):
                          August 26, 2005
  
                             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 August 26, 2005, a Settlement Agreement between Cadiz
  Inc. ("Cadiz"), on the one hand, and Cadiz' wholly owned
  subsidiary Sun World International, Inc. ("Sun World") and three
  of Sun World's subsidiaries, on the other hand, was approved by
  the U.S. Bankruptcy Court (Central District of California,
  Riverside Division), concurrently with the Court's confirmation
  of a consensual plan of reorganization for Sun World and its
  debtor affiliates (see Item 8.01 - Other Events, below).
  
       The Settlement Agreement provides that following the
  effective date of Sun World's plan of reorganization, Cadiz will
  retain the right to utilize the Sun World net operating loss
  carryovers (NOLs).  The Sun World Federal NOLs are expected to
  total approximately $56 million.  If, in any year from calendar
  year 2005 through calendar year 2011, the utilization of such
  NOLs results in a reduction of Cadiz' tax liability for such
  year, then Cadiz will pay to the Sun World bankruptcy estate 25%
  of the amount of such reduction, and shall retain the remaining
  75% for its own benefit.  There is no requirement that Cadiz
  utilize these NOLs during this reimbursement period, or provide
  any reimbursement to the Sun World bankruptcy estate for any NOLs
  used by Cadiz after this reimbursement period expires.
  
       Cadiz will also pay to the Sun World bankruptcy estate
  $25,000 in cash.
  
  ITEM 8.01.  OTHER EVENTS
              ------------
  
       On August 26, 2005 the U.S. Bankruptcy Court (Central
  District of California, Riverside Division) confirmed a
  consensual plan of reorganization (the "Plan") for Sun World and
  its debtor affiliates.  Sun World and three of Sun World's wholly
  owned subsidiaries had filed voluntary petitions under Chapter 11
  of the Bankruptcy Code on January 30, 2003.
  
       As previously disclosed in Cadiz' Form 10-K for the year
  ended December 31, 2004, as a result of an auction which was
  conducted in January 2005, Sun World sold substantially all of
  its assets in exchange for cash and credit consideration of
  $127.8 million, plus payment and assumption of certain
  liabilities totaling an estimated $14 million, including trade
  claims.  The Plan provides for the final distribution of this
  consideration to Sun World's creditors.
  
       Because the financial statements of Sun World have not been
  consolidated with those of Cadiz subsequent to the filing of the
  voluntary petitions on January 30, 2003, the confirmation and
  implementation of the Plan will have no material impact upon the
  consolidated financial statements of Cadiz.
  
                             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:  August 30, 2005