CADIZ INC — Director's Dealing 2008

May 1, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2007-04-16

Reporting Person: LC CAPITAL MASTER FUND LTD (10% Owner)
Reporting Person: LC CAPITAL PARTNERS LP (10% Owner)
Reporting Person: LC Capital Advisors LLC (10% Owner)
Reporting Person: LAMPE, CONWAY & CO. LLC (10% Owner)
Reporting Person: LC Capital International LLC (10% Owner)
Reporting Person: LAMPE STEVEN (10% Owner)
Reporting Person: CONWAY RICHARD F (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	144300	Direct
Common Stock, par value $0.01 per share	312852	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Term Loan ? Tranche A	$18.15	2011-06-30	Common Stock, par value $0.01 per share ()		Direct
Convertible Term Loan ? Tranche B	$23.10	2011-06-30	Common Stock, par value $0.01 per share ()		Direct

Footnotes

F1: These securities are held directly by Steven G. Lampe ("Lampe").

F2: These securities are held directly by LC Capital Master Fund, Ltd. ("Master Fund").

F3: The Convertible Term Loan, which is comprised of Tranche A and Tranche B, provides Master Fund, as lender thereunder, the right, at the election of Master Fund, at any time from time to time, to convert the accreted principal amount of the Term Loan into Common Stock.

F4: These securities also may be deemed to be beneficially owned by LC Capital Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), Lampe, Conway & Co., LLC ("LC&C"), LC Capital International LLC ("International"), Lampe and Richard F. Conway ("Conway") by virtue of the following relationships: (i) Partners' beneficially owns one-third of the outstanding shares of the Master Fund; (ii) Advisors is the sole general partner of Partners; (iii) LC&C acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements, and as a result of such agreements, LC&C shares voting and dispositive power over the shares of Common Stock; (iv) International acts as investment advisor to the Master Fund pursuant to an investment advisory agreement and, as a result, International shares voting and dispositive power over the shares of Common Stock; and (v) Lampe and Conway act as the sole managing members of each of Advisors, LC&C and International.

F5: Each reporting person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.