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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000727273-06-000004.txt : 20060210
<SEC-HEADER>0000727273-06-000004.hdr.sgml : 20060210
<ACCEPTANCE-DATETIME>20060210131057
ACCESSION NUMBER:		0000727273-06-000004
CONFORMED SUBMISSION TYPE:	424B7
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060210
DATE AS OF CHANGE:		20060210

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:		424B7
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-130338
		FILM NUMBER:		06596885

	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>424B7
<SEQUENCE>1
<FILENAME>s3suplmnt1.txt
<TEXT>
                             FILED PURSUANT TO RULE 424(B)(7)
                                  REGISTRATION NO. 333-130338


PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS DATED JANUARY 12, 2006


                         CADIZ INC.


       4,302,109 SHARES OF COMMON STOCK, INCLUDING
      405,400 SHARES OF COMMON STOCK ISSUABLE UPON
                 EXERCISE OF WARRANTS AND
       17,289 SHARES OF COMMON STOCK ISSUABLE UPON
         CONVERSION OF SERIES F PREFERRED STOCK

This prospectus supplement supplements information contained
in the prospectus dated January 12, 2006 covering resale by
selling stockholders of 4,302,109 shares of our common stock.
This prospectus supplement is not complete without, and may
not be delivered or utilized except in connection with, the
prospectus, including any amendments or supplements thereto.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY READ AND CONSIDER THE "RISK FACTORS"
BEGINNING ON PAGE 3 OF THE PROSPECTUS.

                   -----------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR  ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The information in the table appearing under the caption
"Sales by Selling Stockholders" in the prospectus is amended
by adding Morgan Stanley & Co. International Limited as a
selling stockholder and by amending the name and holdings of
Fidelity Investment Services, previously listed as a selling
stockholder in the prospectus, with the information that is
set forth below:

                               Securities                Securities   Percentage
                             Beneficially  Securities  Beneficially    Ownership
Name of Selling            Owned Prior to     Offered   Owned After        After
 Stockholder                  Offering(1)    for Sale   Offering(2)  Offering(3)
- ----------------           --------------  ----------  ------------  -----------

Morgan Stanley & Co.          662,184(4)    360,000(4)    302,184        2.7%
 International Limited

Fidelity Management         1,140,226(6)    435,000(6)    705,226        6.2%
 Trust Company(5)

- -------------------------

(1)  Except as otherwise noted herein, the number and
     percentage of shares beneficially owned is determined in
     accordance with Rule 13d-3 of the Exchange Act, and the
     information is not necessarily indicative of beneficial
     ownership for any other purpose. Under such rule, beneficial
     ownership includes any shares as to which the individual has
     sole or shared voting power or investment power and also any
     shares which the individual has the right to acquire within
     60 days of the date of this prospectus through the exercise
     of any stock option or other right.  Unless otherwise
     indicated in the footnotes, each person has sole voting and
     investment power, or shares such powers with his or her
     spouse, with respect to the shares shown as beneficially
     owned.

(2)  Assumes the sale of all shares of common stock offered
     hereby.

(3)  Based upon 11,330,045 shares of common stock
     outstanding as of January 1, 2006.

(4)  Includes 60.000 shares issuable upon the exercise of
     60,000 common stock purchase warrants.

(5)  On behalf of funds and accounts managed by it.

(6)  Includes 72,500 shares issuable upon the exercise of
     72,500 common stock purchase warrants.

                   -----------------------

 The date of this prospectus supplement is February 10, 2006
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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