-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 AtoLhIyjYjPZvs1Yf1P8z2yqPKI9nHvHvEEdhPGrYxv1ecSeBUD/DXz8tuBLp7iH
 Oawxu69CbsEcH669+H/E3w==

<SEC-DOCUMENT>0000727273-05-000012.txt : 20050830
<SEC-HEADER>0000727273-05-000012.hdr.sgml : 20050830
<ACCEPTANCE-DATETIME>20050830154643
ACCESSION NUMBER:		0000727273-05-000012
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050830
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
FILED AS OF DATE:		20050830
DATE AS OF CHANGE:		20050830

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CADIZ INC
		CENTRAL INDEX KEY:			0000727273
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER SUPPLY [4941]
		IRS NUMBER:				770313235
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12114
		FILM NUMBER:		051058834

	BUSINESS ADDRESS:	
		STREET 1:		777 SOUTH FIGUEROA STREET
		STREET 2:		SUITE 4250
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90017
		BUSINESS PHONE:		213-271-1600

	MAIL ADDRESS:	
		STREET 1:		777 SOUTH FIGUEROA STREET
		STREET 2:		SUITE 4250
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CADIZ LAND CO INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PACIFIC AGRICULTURAL HOLDINGS INC
		DATE OF NAME CHANGE:	19920602

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARIDTECH INC
		DATE OF NAME CHANGE:	19880523
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>august_8k.txt
<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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
