SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

(Page 1 of 10 Pages)

CUSIP No. 127537207

13G

Page 2 of 10 Pages

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Ilex Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

666,602

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

666,602

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

666,602

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.57%

12

TYPE OF REPORTING**

OO

CUSIP No. 127537207

13G

Page 3 of 10 Pages

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Steinhardt Overseas Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

666,602

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

666,602

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

666,602

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.57%

12

TYPE OF REPORTING PERSON**

PN

CUSIP No. 127537207

13G

Page 4 of 10 Pages

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Michael H. Steinhardt

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

666,602

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

666,602

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

666,602

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.57%

12

TYPE OF REPORTING PERSON**

IN

CUSIP No. 127537207

13G

Page 5 of 10 Pages

Item 1(a).

NAME OF ISSUER:

The name of the issuer is Cadiz Inc. (the "Company").

Item 1(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The Company's principal executive offices are located at 550 South Hope Street, Suite 2850, Los Angeles, CA 90071

Item 2(a).

NAME OF PERSON FILING:

This statement is filed by:

(i)

Ilex Partners, L.L.C., a Delaware limited liability company ("Ilex") with respect to the shares of Common Stock directly owned by it;

(ii)

Steinhardt Overseas Management, L.P., a Delaware limited partnership, ("SOM") with respect to the shares of Common Stock directly owned by Ilex; and

(iii)

Michael H. Steinhardt ("Mr. Steinhardt"), with respect to the shares of Common Stock directly owned by Ilex.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE; RESIDENCE:

The address of the business office of each of the Reporting Persons is 650 Madison Avenue, 17th Floor, New York, New York 10022.

Item 2(c).

CITIZENSHIP:

Ilex is a limited liability company organized under the laws of the State of Delaware. SOM is a limited partnership organized under the laws of the State of Delaware. Mr. Steinhardt is a United States citizen.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock, $.01, par value (the "Common Stock").

CUSIP No. 127537207

13G

Page 6 of 10 Pages

Item 2(e).

CUSIP NUMBER:

127537207

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

o

Broker or dealer registered under Section 15 of the Act,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with
Rule 13d-1(b)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

OWNERSHIP:

A.

Ilex Partners, L.L.C.

(a)

Amount beneficially owned: 666,602

(b)

Percent of class: 5.57% The percentages used herein and in the rest of Item 4 are calculated based upon the 11,958,210 shares of Common Stock issued and outstanding as of May 2, 2008 as reflected on the Form 10Q for the quarterly period ended March 31, 2008 filed by the Company on May 8, 2008.

(c)

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 666,602

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition:  666,602

CUSIP No. 127537207

13G

Page 7 of 10 Pages

B.

Steinhardt Overseas Management, L.P.

(a)

Amount beneficially owned: 666,602

(b)

Percent of class: 5.57%

(c)

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 666,602

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 666,602

C.

Michael H. Steinhardt

(a)

Amount beneficially owned: 666,602

(b)

Percent of class: 5.57%

(c)

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 666,602

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 666,602

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable.

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON OR CONTROL PERSON:

SOM serves as the managing member of Ilex. As such, it has the power to direct the affairs of Ilex, including decisions with respect to the disposition of the proceeds from the sale of the Shares. Mr. Steinhardt is the general partner of SOM, and in that capacity directs its operations. As a result, he may be deemed to control such entity and therefore may be deemed to be the beneficial owner of the Shares.

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

CUSIP No. 127537207

13G

Page 8 of 10 Pages

Item 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

Item 10.

CERTIFICATION

CUSIP No. 127537207

13G

Page 9 of 10 Pages

Michael H. Steinhardt, individually, and

as general partner of

Steinhardt Overseas Management, L.L.C.,

for itself and as

managing member of

Ilex Partners, L.L.C.

CUSIP No. 127537207

13G

Page 10 of 10 Pages

Michael H. Steinhardt, individually, and

as general partner of

Steinhardt Overseas Management, L.L.C.,

for itself and as

managing member of

Ilex Partners, L.L.C.