SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/16/2007	3. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	144,300	D(1)(5)
Common Stock, par value $0.01 per share	312,852	D(2)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Term Loan ? Tranche A	(3)	06/30/2011	Common Stock, par value $0.01 per share	$9,854,355.34	$18.15	D(2)(4)(5)
Convertible Term Loan ? Tranche B	(3)	06/30/2011	Common Stock, par value $0.01 per share	$25,990,862.22	$23.1	D(2)(4)(5)

1. Name and Address of Reporting Person* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LC CAPITAL PARTNERS LP (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LC Capital Advisors LLC (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAMPE, CONWAY & CO. LLC (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LC Capital International LLC (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAMPE STEVEN (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CONWAY RICHARD F (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR (Street) NEW YORK NY 10019-5429 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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

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

3. 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.

4. 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.

5. 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.

	/s/ Richard F. Conway	05/01/2008
	/s/ Richard F. Conway	05/01/2008
	/s/ Richard F. Conway	05/01/2008
	/s/ Richard F. Conway	05/01/2008
	/s/ Richard F. Conway	05/01/2008
	/s/ Steven G. Lampe	05/01/2008
	/s/ Richard F. Conway	05/01/2008
	** Signature of Reporting Person	Date
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