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):
                           July 31, 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 3.01.  NOTICE OF DELISTING OR FAILURE TO SATISFY A
              CONTINUED LISTING RULE OR STANDARD; TRANSFER
              OF LISTING
  
       Murray H. Hutchison resigned as a member of the Audit
  Committee of the Board of Directors of Cadiz Inc. (the "Company")
  effective July 31, 2006.  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 Nominating &
  Corporate Governance committees.
  
       The Board of Directors has determined that, as a result of
  Mr. Hutchison's resignation from the Audit Committee, the Company
  is not in compliance 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.
  With Mr. Hutchison's resignation, the Company will have two
  members of the Audit Committee and one vacancy on the committee.
  The Company notified Nasdaq  on August 1, 2006 that (i) it was
  aware of the foregoing noncompliance with the continuing listing
  standards of the Nasdaq rules and (ii) that it intends to appoint
  another Audit Committee member within the cure period provided in
  the rule, which is described below.
  
       Nasdaq Rule 4350(d)(4)(B) provides, in relevant part, that
  if the Company fails to comply with the audit committee
  composition requirement of Rule 4350(d)(2)(A) due to one vacancy
  on the audit committee, then the Company will have until the
  earlier of its next annual shareholder meeting or one year from
  the occurrence of the event that caused the failure to comply
  with Rule 4350(d)(2)(A).
  
  
                             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:  August 2, 2006
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "aug_06-8k.txt", "secsgml_size_bytes": 3806}]
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": "06997484"}, "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):
                           July 31, 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 3.01.  NOTICE OF DELISTING OR FAILURE TO SATISFY A
              CONTINUED LISTING RULE OR STANDARD; TRANSFER
              OF LISTING
  
       Murray H. Hutchison resigned as a member of the Audit
  Committee of the Board of Directors of Cadiz Inc. (the "Company")
  effective July 31, 2006.  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 Nominating &
  Corporate Governance committees.
  
       The Board of Directors has determined that, as a result of
  Mr. Hutchison's resignation from the Audit Committee, the Company
  is not in compliance 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.
  With Mr. Hutchison's resignation, the Company will have two
  members of the Audit Committee and one vacancy on the committee.
  The Company notified Nasdaq  on August 1, 2006 that (i) it was
  aware of the foregoing noncompliance with the continuing listing
  standards of the Nasdaq rules and (ii) that it intends to appoint
  another Audit Committee member within the cure period provided in
  the rule, which is described below.
  
       Nasdaq Rule 4350(d)(4)(B) provides, in relevant part, that
  if the Company fails to comply with the audit committee
  composition requirement of Rule 4350(d)(2)(A) due to one vacancy
  on the audit committee, then the Company will have until the
  earlier of its next annual shareholder meeting or one year from
  the occurrence of the event that caused the failure to comply
  with Rule 4350(d)(2)(A).
  
                             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:  August 2, 2006