CADIZ INC — Director's Dealing 2006

Jan 30, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2006-01-26

Reporting Person: BRACKPOOL KEITH (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-15	Common Stock	G	20000	—	Disposed	324564	Direct
2005-12-22	Common Stock	G	30000	—	Disposed	394564	Direct
2006-01-26	Common Stock	S	45000	$18.5	Disposed	249564	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-04	Employee Stock Options (right to buy)	$12	A	100000	Acquired	2015-05-04	Common Stock (100000)	Direct

Footnotes

F1: Includes 50,311 shares allocated to the Reporting Person under the Issuer's 2003 Management Equity Incentive Plan which will vest on December 7, 2006. The Reporting Person disclaims beneficial ownership of 12,128 shares included within this total which are owned by his separated spouse.

F2: Previously reported.

F3: Two-thirds of these options, which were authorized under the Issuer's 2003 Management Equity Incentive Plan, have vested and are exercisable immediately, and one-third will vest on December 7, 2006.