CADIZ INC — Director's Dealing 2008

Dec 30, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2008-01-23

Reporting Person: SHAHEEN TIMOTHY J (Director, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-23	Common Stock	G	1000	—	Disposed	11906	Direct
2008-01-23	Common Stock	G	1000	—	Acquired	1000	Indirect
2008-01-23	Common Stock	G	1000	—	Disposed	10906	Direct
2008-01-23	Common Stock	G	1000	—	Acquired	1000	Indirect
2008-12-26	Common Stock	S	1000	$11.75	Disposed	0	Indirect
2008-12-26	Common Stock	S	1000	$11.75	Disposed	0	Indirect

Footnotes

F1: 1,000 shares were gifted by the Reporting Person to a trust for the benefit of the Reporting Person's daughter. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of these securities.

F2: Includes 1,171 shares allocated to the Reporting Person under the Outside Director Compensation Plan for services rendered by the Reporting Person as a director of the Issuer during the 12 month period ended June 30, 2008, which shares will vest on January 31, 2009.

F3: 1,000 shares were gifted by the Reporting Person to a trust for the benefit of the Reporting Person's son. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of these securities.

F4: 1,000 shares were sold by a trust for the benefit of the Reporting Person's daughter. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of securities held by this trust.

F5: 1,000 shares were sold by a trust for the benefit of the Reporting Person's son. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of securities held by this trust.