Sec Form 4 Filing - RITCHIE GREGORY @ CADIZ INC - 2005-02-10

FORM 4 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 RITCHIE GREGORY 2. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI.OTCBB] 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 BARING, 60 LONDON WALL 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2005 (Street) LONDON ENGLAND, X0EC2MT1 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 ) 02/10/2005( 2 ) J( 3 ) 0 D $ 0 1,000 D ( 4 )

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 RITCHIE GREGORY C/O ING BARING 60 LONDON WALL LONDON ENGLAND, X0EC2MT1 X Signatures Gregory Ritchie 02/14/2005 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 and ING Groep N.V. ( 2 )ING Groep N.V. and ING Capital LLC have filed a separate Form 4 in connection with their change in beneficial ownership of Cadiz Inc. common stock resulting from the sale of 74,974 shares of Cadiz Inc. common stock by ING Capital LLC on February 10, 2005. ( 3 )See footnote 2. ( 4 )See footnote 2.

Remarks: Holders of a majority-in-interest of Cadiz Inc.'s Series F Preferred Stock (the "Series F Majority Holders") have the right to nominate and have seated two directors (the "Series F Directors") to the Board of Directors of Cadiz Inc. (the "Cadiz Board") and to nominate and have seated any successor to the Cadiz Board upon the resignation of any Series F Director. Pursuant to this right, the Series F Majority Holders caused Phillip R. Burnaman II to be appointed to the Cadiz Board on January 30, 2004. Mr. Burnaman resigned from the Cadiz Board on March 22, 2004. Reporting Person was nominated as a Series F Director by the Series F Majority Holders upon Mr. Burnaman's resignation and was appointed to the Cadiz Board on March 23, 2004.

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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