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):
                         July 31, 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))

            OF LISTING

     Murray H. Hutchison resigned as a member of the Audit
Committee of the Board of Directors of Cadiz Inc. (the "Company")
effective July 31, 2006.  Mr. Hutchison tendered his resignation
solely due to his service on the audit committee of a New York
Stock Exchange listed company which prohibits members of its
audit committee from serving on more than two other audit
committees.  Mr. Hutchison remains a member of the Company's
Board of Directors and of its Compensation and Nominating &
Corporate Governance committees.

     The Board of Directors has determined that, as a result of
Mr. Hutchison's resignation from the Audit Committee, the Company
is not in compliance with the provisions of Nasdaq Rule
4350(d)(2)(A), which requires that the Company have and continue
to have an audit committee comprised of at least three members.
With Mr. Hutchison's resignation, the Company will have two
members of the Audit Committee and one vacancy on the committee.
The Company notified Nasdaq  on August 1, 2006 that (i) it was
aware of the foregoing noncompliance with the continuing listing
standards of the Nasdaq rules and (ii) that it intends to appoint
another Audit Committee member within the cure period provided in
the rule, which is described below.

     Nasdaq Rule 4350(d)(4)(B) provides, in relevant part, that
if the Company fails to comply with the audit committee
composition requirement of Rule 4350(d)(2)(A) due to one vacancy
on the audit committee, then the Company will have until the
earlier of its next annual shareholder meeting or one year from
the occurrence of the event that caused the failure to comply
with Rule 4350(d)(2)(A).


     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:  August 2, 2006