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 *
LC CAPITAL MASTER FUND LTD
   2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [CDZI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by Deputization
(Last)
(First)
(Middle)
C/O LAMPE, CONWAY & CO., LLC, 680 FIFTH AVENUE, 12TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/30/2012
(Street)

NEW YORK, NY 10019-5429		 4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) $ 10 10/30/2012   P   50,000   10/31/2012 10/30/2014 Common Stock, par value $0.01 per share 50,000 $ 20 50,000 D (1)  
Common Stock Warrants (right to buy) $ 10 10/30/2012   P   50,000   10/31/2012 10/30/2014 Common Stock, par value $0.01 per share 50,000 $ 20 50,000 I (2) (3) See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LC CAPITAL MASTER FUND LTD
C/O LAMPE, CONWAY & CO., LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019-5429		   X   X   Director by Deputization
LC CAPITAL PARTNERS LP
C/O LAMPE, CONWAY & CO., LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019-5429		   X   X   Director by Deputization
LC Capital Advisors LLC
C/O LAMPE, CONWAY & CO., LLC
680 FIFTH AVENUE, SUITE 1202
NEW YORK, NY 10019-5429		   X   X   Director by Deputization
LAMPE, CONWAY & CO. LLC
C/O LAMPE, CONWAY & CO., LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019-5429		   X   X   Director by Deputization
LAMPE STEVEN
C/O LAMPE, CONWAY & CO., LLC
680 FIFTH AVENUE, SUITE 1202
NEW YORK, NY 10019-5429		   X   X   Director by Deputization
CONWAY RICHARD F
C/O LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, SUITE 1202
NEW YORK, NY 10019-5429		   X   X   Director by Deputization

Signatures

 /s/ Richard F. Conway, Director, for LC Capital Master Fund Ltd.   11/14/2012
**Signature of Reporting Person Date
 /s/ Richard F. Conway, Managing Member of General Partner, for LC Capital Partners LP   11/14/2012
**Signature of Reporting Person Date
 /s/ Richard F. Conway, Managing Member, for LC Capital Advisors LLC   11/14/2012
**Signature of Reporting Person Date
 /s/ Richard F. Conway, Managing Member, for Lampe, Conway & Co., LLC   11/14/2012
**Signature of Reporting Person Date
 /s/ Steven G. Lampe   11/14/2012
**Signature of Reporting Person Date
 /s/ Richard F. Conway   11/14/2012
**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) These securities are owned by Master Fund, which is a Reporting Person.
(2) 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"), Steven G. Lampe ("Mr. Lampe") and Richard F. Conway ("Mr. 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 reported securities; and (iv) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors and LC&C.
(3) Each reporting person disclaims beneficial ownership of the securities reported on this Form 4 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.
 
Remarks:
Mr. Stephen E. Courter serves as the representative of Lampe, Conway & Co., LLC ("LC&C") and its affiliates on the Cadiz Inc. Board of Directors as Director by Deputization.

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