Edgar Filing: CADIZ INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MORGAN STANLEY

2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [CDZI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1585 BROADWAY

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2005

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾ ⁽²⁾	11/18/2005		P		2,000	A	$ 20.02	1,506,600	D
Common Stock ⁽¹⁾ ⁽²⁾	11/21/2005		P		8,320	A	$ 19.96	1,514,920	D
Common Stock ⁽¹⁾ ⁽²⁾	11/22/2005		P		5,000	A	$ 19.46	1,519,920	D
Common Stock ⁽¹⁾ ⁽²⁾	11/23/2005		P		1,495	A	$ 19.37	1,521,415	D
Common Stock ⁽¹⁾ ⁽²⁾	11/28/2005		P		480	A	$ 19.96	1,521,895	D
Common Stock ⁽¹⁾ ⁽²⁾	11/30/2005		P		1,200	A	$ 19.94	1,523,095	D
Common Stock ⁽¹⁾ ⁽²⁾	12/01/2005		P		615	A	$ 20.26	1,523,710	D
Common Stock ⁽¹⁾ ⁽²⁾	12/02/2005		P		2,400	A	$ 20.79	1,526,110	D
Common Stock ⁽¹⁾ ⁽²⁾	12/06/2005		P		380	A	$ 20.99	1,526,490	D
Common Stock ⁽¹⁾ ⁽²⁾	12/07/2005		P		627	A	$ 21.16	1,527,117	D
Common Stock ⁽¹⁾ ⁽²⁾	12/08/2005		P		164	A	$ 20.75	1,527,281	D
Common Stock ⁽¹⁾ ⁽²⁾	12/09/2005		P		200	A	$ 21.45	1,527,481	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036		X

Signatures

Morgan Stanley, By: /s/ Dennine Bullard, Executive Director		01/25/2006
^**Signature of Reporting Person		Date
Morgan Stanley & Co. International Limited, By: /s/ R. Derek Bandeen, Managing Director		01/25/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is being filed by more than one reporting person. Morgan Stanley & Co. International Limited is a wholly owned subsidiary of Morgan Stanley. All shares held directly by Morgan Stanley & Co. International Limited are held indirectly by Morgan Stanley.
(2)	The reporting persons have disgorged to the issuer $114,358.20 in short-swing profits as a consequence of the transactions reported on the Form 4s dated 1/25/2006 pursuant to section 16(b) of the Exchange Act of 1934.

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