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 4, 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
                 ------------------------------------------
  
       As described in the Company's Annual Reports on Form 10-
  K for the fiscal years ended December 31, 2003 and December
  31, 2004, in December 2003 the Company's Board of Directors
  authorized the adoption of a Management Equity Incentive
  Plan (the "Incentive Plan"), under which a total of
  1,472,051 shares were authorized for issuance to key
  personnel at the direction of the Company's allocation
  committee.  Under the terms of the Incentive Plan, 1,094,712
  shares were authorized for issuance by direct grant and
  377,339 shares were authorized for issuance by way of the
  grant of stock options at an exercise price of the then
  current market value of $12 per share.  Both the direct
  grants and option grants are subject to vesting schedules.
  
       As further described in Company's Annual Report on Form
  10-K for the fiscal year ended December 31, 2004, in light
  of the nature of the Company's resource development
  activities, the Company's compensation program for
  management is weighted more heavily towards long-term
  incentives than is typical of other companies with similarly
  sized asset portfolios.  Accordingly, the base salary
  component of the compensation program is lower than that
  typically provided by similarly sized companies, and the
  Incentive Plan is used by the Company to provide long-term
  incentives and to incentivize management in a manner that
  further aligns the interests of management with those of the
  Company's stockholders.
  
       The Company's allocation committee has to date allocated
  1,094,712 shares and 300,000 options under the Incentive Plan.
  354,191 shares and 100,000 options were allocated to each of
  Keith Brackpool, the Chief Executive Officer of the Company,
  and Richard Stoddard, the Chief Executive Officer of the
  Company's subsidiary, Cadiz Real Estate LLC.  278,725 shares
  and 100,000 options were allocated to Mark Liggett, an employee
  of the Company, and 107,605 shares were allocated to Timothy
  Shaheen, a director of the Company.
  
       On May 4, 2005, the Company filed a Registration Statement
  on Form S-8 pursuant to which it registered for issuance all
  of the shares and options authorized under the Incentive Plan.
  The issuances of the shares and options allocated under the
  Incentive Plan as described above followed the effectiveness
  of this Registration Statement on Form S-8.
  
       The Company also registered for issuance in the Form S-
  8 10,000 shares of common stock issuable under the Cadiz
  Inc. 2004 Management Bonus Plan.  These shares were
  immediately thereafter issued to Keith Brackpool as a
  performance bonus.
  
       On May 5, 2005, following the effectiveness of the Form
  S-8 Registration Statement, each of the recipients of shares
  under the Incentive Plan resold a portion of such shares for
  tax purposes.  Inasmuch as the allocations of shares under
  the Incentive Plan constituted an immediate taxable event to
  the recipients, the recipients chose to sell shares so as to
  pay taxes.  By selling these shares shortly following issuance,
  the recipients could most closely align the value assigned to
  each share for tax purposes with the proceeds received upon
  the sale, thereby maximizing the number of shares which each
  recipient would be able to retain on a longer term basis
  (with potential for further appreciation and more favorable
  capital gains tax rates upon ultimate resale) while still
  enabling the recipients to satisfy a portion of their tax
  obligations.
  
       As disclosed in the Company's Annual Report on Form 10-
  K for the fiscal year ended December 31, 2004 and in the
  Company's Form S-8 Registration Statement, under applicable
  accounting rules the issuance of shares and options under
  the Incentive Plan will result in a charge to earnings based
  on the value of the common stock at the time of issue and
  valuation of options at the time of their award and will be
  recorded over the vesting period in proportion to the
  quantities vested.  Inasmuch as the Company has not yet
  generated revenues from its water development projects, this
  charge to earnings resulting from issuances under the
  Incentive Plan during 2005 will occur in a year in which the
  Company expects to incur a net loss in any event.
  
                             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:  May 6, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "may20058k.txt", "secsgml_size_bytes": 6354}]
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": "05808591"}, "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):
                          May 4, 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
                 ------------------------------------------
  
       As described in the Company's Annual Reports on Form 10-
  K for the fiscal years ended December 31, 2003 and December
  31, 2004, in December 2003 the Company's Board of Directors
  authorized the adoption of a Management Equity Incentive
  Plan (the "Incentive Plan"), under which a total of
  1,472,051 shares were authorized for issuance to key
  personnel at the direction of the Company's allocation
  committee.  Under the terms of the Incentive Plan, 1,094,712
  shares were authorized for issuance by direct grant and
  377,339 shares were authorized for issuance by way of the
  grant of stock options at an exercise price of the then
  current market value of $12 per share.  Both the direct
  grants and option grants are subject to vesting schedules.
  
       As further described in Company's Annual Report on Form
  10-K for the fiscal year ended December 31, 2004, in light
  of the nature of the Company's resource development
  activities, the Company's compensation program for
  management is weighted more heavily towards long-term
  incentives than is typical of other companies with similarly
  sized asset portfolios.  Accordingly, the base salary
  component of the compensation program is lower than that
  typically provided by similarly sized companies, and the
  Incentive Plan is used by the Company to provide long-term
  incentives and to incentivize management in a manner that
  further aligns the interests of management with those of the
  Company's stockholders.
  
       The Company's allocation committee has to date allocated
  1,094,712 shares and 300,000 options under the Incentive Plan.
  354,191 shares and 100,000 options were allocated to each of
  Keith Brackpool, the Chief Executive Officer of the Company,
  and Richard Stoddard, the Chief Executive Officer of the
  Company's subsidiary, Cadiz Real Estate LLC.  278,725 shares
  and 100,000 options were allocated to Mark Liggett, an employee
  of the Company, and 107,605 shares were allocated to Timothy
  Shaheen, a director of the Company.
  
       On May 4, 2005, the Company filed a Registration Statement
  on Form S-8 pursuant to which it registered for issuance all
  of the shares and options authorized under the Incentive Plan.
  The issuances of the shares and options allocated under the
  Incentive Plan as described above followed the effectiveness
  of this Registration Statement on Form S-8.
  
       The Company also registered for issuance in the Form S-
  8 10,000 shares of common stock issuable under the Cadiz
  Inc. 2004 Management Bonus Plan.  These shares were
  immediately thereafter issued to Keith Brackpool as a
  performance bonus.
  
       On May 5, 2005, following the effectiveness of the Form
  S-8 Registration Statement, each of the recipients of shares
  under the Incentive Plan resold a portion of such shares for
  tax purposes.  Inasmuch as the allocations of shares under
  the Incentive Plan constituted an immediate taxable event to
  the recipients, the recipients chose to sell shares so as to
  pay taxes.  By selling these shares shortly following issuance,
  the recipients could most closely align the value assigned to
  each share for tax purposes with the proceeds received upon
  the sale, thereby maximizing the number of shares which each
  recipient would be able to retain on a longer term basis
  (with potential for further appreciation and more favorable
  capital gains tax rates upon ultimate resale) while still
  enabling the recipients to satisfy a portion of their tax
  obligations.
  
       As disclosed in the Company's Annual Report on Form 10-
  K for the fiscal year ended December 31, 2004 and in the
  Company's Form S-8 Registration Statement, under applicable
  accounting rules the issuance of shares and options under
  the Incentive Plan will result in a charge to earnings based
  on the value of the common stock at the time of issue and
  valuation of options at the time of their award and will be
  recorded over the vesting period in proportion to the
  quantities vested.  Inasmuch as the Company has not yet
  generated revenues from its water development projects, this
  charge to earnings resulting from issuances under the
  Incentive Plan during 2005 will occur in a year in which the
  Company expects to incur a net loss in any event.
  
                             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:  May 6, 2005