Sec Form 3 Filing - BURNAMAN PHILLIP R II @ CADIZ INC - 2004-01-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BURNAMAN PHILLIP R II 2. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI.PK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ING BARINGS, 60 LONDON WALL 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2004 (Street) LONDON, X0EC2M 5TQ 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 376 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURNAMAN PHILLIP R II C/O ING BARINGS 60 LONDON WALL LONDON, X0EC2M 5TQ X Signatures Phillip R. Burnaman II 02/09/2004 Signature of Reporting Person Date

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.

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 4(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).

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