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):
                            May 10, 1999
  
  
  
                             Cadiz Inc.
         (Exact name of issuer as specified in its charter)
  
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
  
                  0-12114                        77-0313235
          (Commission File Number)   (IRS Employer Identification No.)
  
  
  
      100 Wilshire Boulevard, Suite 1600, Santa Monica, CA     90401
      (Address of principal executive offices)               (Zip Code)
                                      
                                      
     Registrant's telephone number, including area code: (310) 899-4700
                                      
  
  ITEM 5.   OTHER EVENTS.
            -------------
  
       On May 10, 1999, the Board of Directors of Cadiz Inc. (the
  "Company") adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors
  of the Company declared a dividend of one preferred share
  purchase right (the "Rights") for each outstanding share of
  common stock, par value $.01 per share (the "Common Shares"), of
  the Company outstanding at the close of business on June 1, 1999
  (the "Record Date").  Each Right will entitle the registered
  holder thereof, after the Rights become exercisable and until
  June 1, 2009 (or the earlier redemption, exchange or termination
  of the Rights), to purchase from the Company one one-thousandth
  (1/1,000th) of a share of Series A Junior Participating Preferred
  Stock, par value $.01 per share (the "Preferred Shares"), at a
  price of $35.00 per one one-thousandth (1/1,000th) of a Preferred
  Share, subject to certain anti-dilution adjustments (the
  "Purchase Price").  Until the  Distribution Date, the Rights will
  be evidenced, with respect to any of the Common Share
  certificates outstanding as of the Record Date, by such Common
  Share certificate.   The "Distribution Date" is the earlier to
  occur of (i) ten (10) days following a public announcement that a
  person or group of affiliated or associated persons has acquired,
  or obtained the right to acquire, beneficial ownership of 15% or
  more of the Common Shares (an "Acquiring Person") or (ii) ten
  (10) business days (or such later date as may be determined by
  action of the Board of Directors prior to such time as any person
  or group of affiliated persons becomes an Acquiring Person)
  following the commencement or announcement of an intention to
  make a tender offer or exchange offer the consummation of which
  would result in the beneficial ownership by a person or group of
  15% or more of the Common Shares.
  
       The Rights will be transferred with and only with the Common
  Shares until the Distribution Date or earlier redemption or
  expiration of the Rights.  As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights
  ("Right Certificates") will be mailed to holders of record of the
  Common Shares as of the close of business on the Distribution
  Date and such separate Right Certificates alone will evidence the
  Rights.  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights
  will be entitled, when, as and if declared, to a minimum
  preferential quarterly dividend payment of $1.00 per share but
  will be entitled to an aggregate dividend of 1,000 times the
  dividend, if any, declared per Common Share.  In the event of
  liquidation, dissolution or winding up of the Company, the
  holders of the Preferred Shares will be entitled to a
  preferential liquidation payment of $1,000 per share plus any
  accrued but unpaid dividends but will be entitled to an aggregate
  payment of 1,000 times the payment made per Common Share.  Each
  Preferred Share will have 1,000 votes and will vote together with
  the Common Shares.  Finally, in the event of any merger,
  consolidation or other transaction in which Common Shares are
  exchanged, each Preferred Share will be entitled to receive 1,000
  times the amount received per Common Share.  Preferred Shares
  will not be redeemable.  These Rights are protected by customary
  anti-dilution provisions.  Because of the nature of the Preferred
  Share's dividend, liquidation and voting rights, the value of one
  one-thousandth of a Preferred Share purchasable upon exercise of
  each Right should approximate the value of one Common Share.
  
       In the event that a Person becomes an Acquiring Person or if
  the Company were the surviving corporation in a merger with an
  Acquiring Person or any affiliate or associate of an Acquiring
  Person and the Common Shares were not changed or exchanged, each
  holder of a Right, other than Rights that are or were acquired or
  beneficially owned by the Acquiring Person (which Rights will
  thereafter be void), will thereafter have the right to receive
  upon exercise that number of Common Shares having a market value
  of two times the then current Purchase Price of one Right.  In
  the event that, after a person has become an Acquiring Person,
  the Company were acquired in a merger or other business
  combination transaction or more than 50% of its assets or earning
  power were sold, proper provision shall be made so that each
  holder of a Right shall thereafter have the right to receive,
  upon the exercise thereof at the then current Purchase Price of
  the Right, that number of shares of common stock of the acquiring
  company which at the time of such transaction would have a market
  value of two times the then current Purchase Price of one Right.
  
       The Rights may be redeemed in whole, but not in part, at a
  price of $.01 per Right (the "Redemption Price") by the Board of
  Directors at any time prior to the time that an Acquiring Person
  has become such.  The redemption of the Rights may be made
  effective at such time, on such basis and with such conditions as
  the Board of Directors in its sole discretion may establish.
  Immediately upon any redemption of the Rights, the right to
  exercise the Rights will terminate and the only right of the
  holders of Rights will be to receive the Redemption Price.
  
       The Rights will expire on June 1, 2009 (unless earlier
  redeemed, exchanged or terminated). Continental Stock Transfer &
  Trust Company is the Rights Agent.
  
       The Purchase Price payable, and the number of one one-
  thousandths of a Preferred Share or other securities or property
  issuable, upon exercise of the Rights are subject to adjustment
  from time to time upon the occurrence of certain events to
  prevent dilution.
  
       Until a Right is exercised, the holder thereof, as such,
  will have no rights as a stockholder of the Company beyond those
  as an existing stockholder, including, without limitation, the
  right to vote or to receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of
  May 11, 1999, between the Company and the Rights Agent (the
  "Rights Agreement") may be amended by the Company for so long as
  the Rights are then redeemable.  After the Rights are no longer
  redeemable, the Company may amend or supplement the Rights
  Agreement in any manner that does not adversely affect the
  interests of the holder of the Rights.
  
       One Right will be distributed to stockholders of the Company
  for each Common Share owned of record by them on Record Date.  As
  long as the Rights are attached to the Common Shares, the Company
  will issue one Right with each new Common Share so that all such
  shares will have attached Rights.  The Company has agreed that,
  from and after the Distribution Date, the Company will reserve
  40,259  Preferred Shares initially for issuance upon exercise of
  the Rights.
  
       The rights are designed to assure that all of the Company's
  stockholders receive fair and equal treatment in the event of any
  proposed takeover of the Company and to guard against partial
  tender offers, open market accumulations and other abusive
  tactics to gain control of the Company without paying all
  stockholders a control premium.  The Rights will cause
  substantial dilution to a person or group that acquires 15% or
  more of the Company's stock on terms not approved by the
  Company's Board of Directors.  The Rights should not interfere
  with any merger or other business combination approved by the
  Board of Directors at any time prior to the first date that a
  Person or group has become an Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and
  the text of the press release announcing the declaration of the
  Rights, are incorporated herein by reference as exhibits to this
  Current Report.  The foregoing description of the Rights is
  qualified in its entirety by reference to such exhibits.
  
  
  ITEM 7.   EXHIBITS.
            ---------
  
  4.1       Rights Agreement, dated as of  May 11, 1999, between
            Cadiz Inc. and Continental Stock Transfer & Trust
            Company, which includes the form of Certificate of
            Designations of the Series A Junior Participating
            Preferred Stock of Cadiz Inc. as Exhibit A, the form of
            Right Certificate as Exhibit B and the Summary of
            Rights to Purchase Preferred Shares as Exhibit C.
            
  99.1      Text of Press Release, dated May 11, 1999.
  
  
                         SIGNATURE
  
       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/  Stanley E. Speer
                                     ------------------------------
                                          Stanley E. Speer
                                          Chief Financial Officer
                                      
                                      
  Dated:  May 11, 1999
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 10170}]
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": "99629063"}, "business-address": {"street1": "100 WILSHIRE BLVD.", "street2": "SUITE 1600", "city": "SANTA MONICA", "state": "CA", "zip": "90401", "phone": "3108994700"}, "mail-address": {"street1": "100 WILSHIRE BLVD.", "street2": "SUITE 1600", "city": "SANTA MONICA", "state": "CA", "zip": "90401-1111"}, "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):
                            May 10, 1999
  
                             Cadiz Inc.
         (Exact name of issuer as specified in its charter)
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
                  0-12114                        77-0313235
          (Commission File Number)   (IRS Employer Identification No.)
  
      100 Wilshire Boulevard, Suite 1600, Santa Monica, CA     90401
      (Address of principal executive offices)               (Zip Code)
                                      
                                      
     Registrant's telephone number, including area code: (310) 899-4700
                                      
  
  ITEM 5.   OTHER EVENTS.
            -------------
  
       On May 10, 1999, the Board of Directors of Cadiz Inc. (the
  "Company") adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors
  of the Company declared a dividend of one preferred share
  purchase right (the "Rights") for each outstanding share of
  common stock, par value $.01 per share (the "Common Shares"), of
  the Company outstanding at the close of business on June 1, 1999
  (the "Record Date").  Each Right will entitle the registered
  holder thereof, after the Rights become exercisable and until
  June 1, 2009 (or the earlier redemption, exchange or termination
  of the Rights), to purchase from the Company one one-thousandth
  (1/1,000th) of a share of Series A Junior Participating Preferred
  Stock, par value $.01 per share (the "Preferred Shares"), at a
  price of $35.00 per one one-thousandth (1/1,000th) of a Preferred
  Share, subject to certain anti-dilution adjustments (the
  "Purchase Price").  Until the  Distribution Date, the Rights will
  be evidenced, with respect to any of the Common Share
  certificates outstanding as of the Record Date, by such Common
  Share certificate.   The "Distribution Date" is the earlier to
  occur of (i) ten (10) days following a public announcement that a
  person or group of affiliated or associated persons has acquired,
  or obtained the right to acquire, beneficial ownership of 15% or
  more of the Common Shares (an "Acquiring Person") or (ii) ten
  (10) business days (or such later date as may be determined by
  action of the Board of Directors prior to such time as any person
  or group of affiliated persons becomes an Acquiring Person)
  following the commencement or announcement of an intention to
  make a tender offer or exchange offer the consummation of which
  would result in the beneficial ownership by a person or group of
  15% or more of the Common Shares.
  
       The Rights will be transferred with and only with the Common
  Shares until the Distribution Date or earlier redemption or
  expiration of the Rights.  As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights
  ("Right Certificates") will be mailed to holders of record of the
  Common Shares as of the close of business on the Distribution
  Date and such separate Right Certificates alone will evidence the
  Rights.  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights
  will be entitled, when, as and if declared, to a minimum
  preferential quarterly dividend payment of $1.00 per share but
  will be entitled to an aggregate dividend of 1,000 times the
  dividend, if any, declared per Common Share.  In the event of
  liquidation, dissolution or winding up of the Company, the
  holders of the Preferred Shares will be entitled to a
  preferential liquidation payment of $1,000 per share plus any
  accrued but unpaid dividends but will be entitled to an aggregate
  payment of 1,000 times the payment made per Common Share.  Each
  Preferred Share will have 1,000 votes and will vote together with
  the Common Shares.  Finally, in the event of any merger,
  consolidation or other transaction in which Common Shares are
  exchanged, each Preferred Share will be entitled to receive 1,000
  times the amount received per Common Share.  Preferred Shares
  will not be redeemable.  These Rights are protected by customary
  anti-dilution provisions.  Because of the nature of the Preferred
  Share's dividend, liquidation and voting rights, the value of one
  one-thousandth of a Preferred Share purchasable upon exercise of
  each Right should approximate the value of one Common Share.
  
       In the event that a Person becomes an Acquiring Person or if
  the Company were the surviving corporation in a merger with an
  Acquiring Person or any affiliate or associate of an Acquiring
  Person and the Common Shares were not changed or exchanged, each
  holder of a Right, other than Rights that are or were acquired or
  beneficially owned by the Acquiring Person (which Rights will
  thereafter be void), will thereafter have the right to receive
  upon exercise that number of Common Shares having a market value
  of two times the then current Purchase Price of one Right.  In
  the event that, after a person has become an Acquiring Person,
  the Company were acquired in a merger or other business
  combination transaction or more than 50% of its assets or earning
  power were sold, proper provision shall be made so that each
  holder of a Right shall thereafter have the right to receive,
  upon the exercise thereof at the then current Purchase Price of
  the Right, that number of shares of common stock of the acquiring
  company which at the time of such transaction would have a market
  value of two times the then current Purchase Price of one Right.
  
       The Rights may be redeemed in whole, but not in part, at a
  price of $.01 per Right (the "Redemption Price") by the Board of
  Directors at any time prior to the time that an Acquiring Person
  has become such.  The redemption of the Rights may be made
  effective at such time, on such basis and with such conditions as
  the Board of Directors in its sole discretion may establish.
  Immediately upon any redemption of the Rights, the right to
  exercise the Rights will terminate and the only right of the
  holders of Rights will be to receive the Redemption Price.
  
       The Rights will expire on June 1, 2009 (unless earlier
  redeemed, exchanged or terminated). Continental Stock Transfer &
  Trust Company is the Rights Agent.
  
       The Purchase Price payable, and the number of one one-
  thousandths of a Preferred Share or other securities or property
  issuable, upon exercise of the Rights are subject to adjustment
  from time to time upon the occurrence of certain events to
  prevent dilution.
  
       Until a Right is exercised, the holder thereof, as such,
  will have no rights as a stockholder of the Company beyond those
  as an existing stockholder, including, without limitation, the
  right to vote or to receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of
  May 11, 1999, between the Company and the Rights Agent (the
  "Rights Agreement") may be amended by the Company for so long as
  the Rights are then redeemable.  After the Rights are no longer
  redeemable, the Company may amend or supplement the Rights
  Agreement in any manner that does not adversely affect the
  interests of the holder of the Rights.
  
       One Right will be distributed to stockholders of the Company
  for each Common Share owned of record by them on Record Date.  As
  long as the Rights are attached to the Common Shares, the Company
  will issue one Right with each new Common Share so that all such
  shares will have attached Rights.  The Company has agreed that,
  from and after the Distribution Date, the Company will reserve
  40,259  Preferred Shares initially for issuance upon exercise of
  the Rights.
  
       The rights are designed to assure that all of the Company's
  stockholders receive fair and equal treatment in the event of any
  proposed takeover of the Company and to guard against partial
  tender offers, open market accumulations and other abusive
  tactics to gain control of the Company without paying all
  stockholders a control premium.  The Rights will cause
  substantial dilution to a person or group that acquires 15% or
  more of the Company's stock on terms not approved by the
  Company's Board of Directors.  The Rights should not interfere
  with any merger or other business combination approved by the
  Board of Directors at any time prior to the first date that a
  Person or group has become an Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and
  the text of the press release announcing the declaration of the
  Rights, are incorporated herein by reference as exhibits to this
  Current Report.  The foregoing description of the Rights is
  qualified in its entirety by reference to such exhibits.
  
  ITEM 7.   EXHIBITS.
            ---------
  
  4.1       Rights Agreement, dated as of  May 11, 1999, between
            Cadiz Inc. and Continental Stock Transfer & Trust
            Company, which includes the form of Certificate of
            Designations of the Series A Junior Participating
            Preferred Stock of Cadiz Inc. as Exhibit A, the form of
            Right Certificate as Exhibit B and the Summary of
            Rights to Purchase Preferred Shares as Exhibit C.
            
  99.1      Text of Press Release, dated May 11, 1999.
  
                         SIGNATURE
  
       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/  Stanley E. Speer
                                     ------------------------------
                                          Stanley E. Speer
                                          Chief Financial Officer
                                      
                                      
  Dated:  May 11, 1999