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):
                         February 21, 2007
  
  
                             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 3.02  UNREGISTERED SALES OF EQUITY SECURITIES
  
       As previously reported, on November 30, 2004, Cadiz Inc.
  (the "Company") completed a private placement in which the
  Company issued 405,440 Units at the price of $60.00 per Unit.
  Each Unit consisted of five (5) shares of common stock and one
  (1) common stock purchase warrant ("Warrant").  Each Warrant
  entitles the holder to purchase one (1) share of common stock at
  an exercise price of $15 per share.  Each Warrant has a term of
  three years, subject to cancellation at the Company's option if
  the closing market price of the common stock exceeds $18.75 for
  10 consecutive trading days.
  
       On January 31, 2007, pursuant to this cancellation option,
  the Company notified warrant holders that the Warrants would
  expire on March 2, 2007 (the "Termination Date"), unless
  exercised by the warrant holder prior to that date.
  
       To date, the Company has received notice from all warrant
  holders that they intend to exercise their Warrants prior to the
  Termination Date.  As of February 26, 2007, the Company has,
  pursuant to the exercise of Warrants, issued 396,440 shares of
  its common stock with proceeds of $5,946,600.  The shares so
  issued constitute approximately 3.3% of the Company's currently
  outstanding common stock.  The Company expects that the remaining
  warrants to purchase 9,000 shares will be exercised by March
  2nd.  When these remaining Warrants are exercised, the Company
  will have 11,886,322 common shares outstanding on that date.
  
       The issuance of the common stock underlying the Warrants as
  described above was not registered under the Securities Act of
  1933, as amended (the "Securities Act"), but was exempt from the
  registration requirements of the Securities Act by virtue of
  Section 4(2) of the Securities Act as the transactions (including
  the issuance of the Warrants) did not involve public offerings,
  the number of investors was limited, the investors were provided
  with information about us, and we placed restrictions on the
  resale of the securities.
  
  
                             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:  February 26, 2007
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "feb07_8k.txt", "secsgml_size_bytes": 4058}]
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": "07650160"}, "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):
                         February 21, 2007
  
                             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 3.02  UNREGISTERED SALES OF EQUITY SECURITIES
  
       As previously reported, on November 30, 2004, Cadiz Inc.
  (the "Company") completed a private placement in which the
  Company issued 405,440 Units at the price of $60.00 per Unit.
  Each Unit consisted of five (5) shares of common stock and one
  (1) common stock purchase warrant ("Warrant").  Each Warrant
  entitles the holder to purchase one (1) share of common stock at
  an exercise price of $15 per share.  Each Warrant has a term of
  three years, subject to cancellation at the Company's option if
  the closing market price of the common stock exceeds $18.75 for
  10 consecutive trading days.
  
       On January 31, 2007, pursuant to this cancellation option,
  the Company notified warrant holders that the Warrants would
  expire on March 2, 2007 (the "Termination Date"), unless
  exercised by the warrant holder prior to that date.
  
       To date, the Company has received notice from all warrant
  holders that they intend to exercise their Warrants prior to the
  Termination Date.  As of February 26, 2007, the Company has,
  pursuant to the exercise of Warrants, issued 396,440 shares of
  its common stock with proceeds of $5,946,600.  The shares so
  issued constitute approximately 3.3% of the Company's currently
  outstanding common stock.  The Company expects that the remaining
  warrants to purchase 9,000 shares will be exercised by March
  2nd.  When these remaining Warrants are exercised, the Company
  will have 11,886,322 common shares outstanding on that date.
  
       The issuance of the common stock underlying the Warrants as
  described above was not registered under the Securities Act of
  1933, as amended (the "Securities Act"), but was exempt from the
  registration requirements of the Securities Act by virtue of
  Section 4(2) of the Securities Act as the transactions (including
  the issuance of the Warrants) did not involve public offerings,
  the number of investors was limited, the investors were provided
  with information about us, and we placed restrictions on the
  resale of the securities.
  
                             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:  February 26, 2007