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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* BURNAMAN PHILLIP R II (Last) (First) (Middle) C/O ING BARINGS 60 LONDON WALL (Street) LONDON X0 EC2M 5TQ (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/30/2004	3. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI.PK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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) X Form filed by One Reporting Person 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(1)	376	D

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

Explanation of Responses:

1. Reporting Person disclaims beneficial ownership of all shares of common stock beneficially owned by ING Capital LLC. ING Groep N.V. and ING Capital LLC have filed a separate Form 3 and a Schedule 13D (including an amendment thereto) in connection with their beneficial ownership of Cadiz Inc. common stock.

Remarks:

* Reporting person was previously nominated and elected as a director of Cadiz Inc. by ING Capital LLC. ING received the right to nominate and elect a director to the Board of Directors of Cadiz Inc. pursuant to the lending relationship between ING Capital LLC and Cadiz Inc. Reporting Person resigned from his position as director of Cadiz Inc. and was subsequently nominated and elected to the Board of Directors of Cadiz Inc. as discussed below. Holders of a majority-in-interest of Cadiz Inc.'s Series F Preferred Stock have the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. Reporting Person was appointed as a director pursuant to ING Capital LLC's right, as sole holder of Cadiz Inc.'s Series F Preferred Stock, to nominate and elect two directors to the Board of Directors of Cadiz Inc.

	Phillip R. Burnaman II	02/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.