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: STODDARD RICHARD E (see Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-19	Common Stock	G	2500	—	Disposed	241191	Direct
2005-12-23	Common Stock	G	15000	—	Disposed	226191	Direct
2005-12-27	Common Stock	G	10000	—	Disposed	216191	Direct
2006-01-26	Common Stock	S	45000	$18.5	Disposed	171191	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-04	Employee Stock Option (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.

F2: Previously reported.

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