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):
                        January 25, 2006

                           Cadiz Inc.
     (Exact name of Registrant as specified in its charter)

         (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))


     See Item 8.01 - Other Events, below, which is incorporated
herein by reference.


     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, subject to vesting
schedules.  In December 2005, a total of 364,904 shares
previously allocated under the Incentive Plan vested and were

     Of the shares which vested in December 2005, 118,064 were
issued to Keith Brackpool, the Chief Executive Officer of the
Company, 118,064 were issued to Richard Stoddard, the Chief
Executive Officer of the Company's subsidiary, Cadiz Real Estate
LLC, 92,908 were issued to Mark Liggett, an employee of the
Company, and 35,868 shares were issued to Timothy Shaheen, a
director of the Company.

     On January 26, 2006, each of the recipients of newly vested
shares under the Incentive Plan sold a portion of such shares for
tax purposes.  Inasmuch as the vesting and issuance 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 their current tax obligations.

     Under the Company's Code of Business Conduct and Ethics,
Company employees, officers and directors are prohibited from
purchasing or selling securities of the Company at any time that
such person may have material nonpublic information concerning
the Company.  The aforementioned sellers of shares have certified
to the Company that they possessed no material nonpublic
information concerning the Company at the time of sale.  As such,
no waiver of or amendment to the Company's Code of Business
Conduct and Ethics was required in order for these sales to be
conducted in conformity with such Code.

     However, in addition to the Company's Code of Business
Conduct and Ethics, the Company maintains an internal policy that
transactions in the Company's securities by members of senior
management may ordinarily be made only during window periods
following the Company's filing of quarterly and annual reports
with the Securities and Exchange Commission, with exceptions to
this policy requiring Board approval.  For the reasons described
above, the recipients of the newly vested Incentive Plan shares
proposed to sell a portion of these shares outside of the
established window periods.  Therefore, prior to the sale of such
shares, the sellers requested that the Board approve an exception
to the Company's internal policy to allow for such sales to be
made on or before January 31, 2006.  On January 25, 2006, in
light of the circumstances of the proposed sales, the independent
members of the Board approved this exception.

     This approval was granted pursuant to the requirements of
the Company's internal insider trading policy and therefore did
not require a waiver to, or amendment of, the Company's formal
Code of Business Conduct and Ethics.  However, the Company,
strictly as a matter of caution, is reporting the Board's
approval of this exception to its internal insider trading policy
by way of this Form 8-K filing.

     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:  January 27, 2006