SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ING GROEP NV (Last) (First) (Middle) AMSTELVEENSEWEG 500, 1081 KL PO BOX, 810, 1000 AV (Street) AMSTERDAM P7 0000 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2007
	4. If Amendment, Date of 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

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
Common Stock	02/01/2007		X(1)		40,000	A	$15	1,330,731(2)	I	I(3)

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 Securities Underlying Derivative Security (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: 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
Warrant	$15	02/01/2007		X(1)			40,000	(4)	(5)	Common Stock	40,000	(6)	17,289(7)	I	I(3)

1. Name and Address of Reporting Person* ING GROEP NV (Last) (First) (Middle) AMSTELVEENSEWEG 500, 1081 KL PO BOX, 810, 1000 AV (Street) AMSTERDAM P7 0000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ING CAPITAL LLC (Last) (First) (Middle) 1325 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This exercise of warrants is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rule 16b-6(b) under the Act.

2. Upon the exercise of 40,000 warrants on February 1, 2007, ING Groep N.V. owned 1,363,783 shares of common stock. As of the date of filing of this Form 4, ING Groep N.V. owns 1,330,731 shares of common stock.

3. ING Groep N.V. is the indirect parent company of ING Capital LLC through a chain of wholly-owned subsidiaries.

4. The warrants became exercisable on May 29, 2005, 180 days from their November 30, 2004 date of issuance.

5. The initial expiration date was November 30, 2007, 3 years from the date of issuance, and Cadiz Inc. had the right to cancel the warrants, at its option, if the closing market price of the Cadiz Inc. common stock exceeded $18.75 for 10 consecutive trading days. On January 31, 2007, Cadiz Inc. exercised its cancellation option and notified ING Groep N.V. that the warrants would expire on March 2, 2007 unless exercised prior to that date.

6. ING Groep N.V. exercised 40,000 warrants at an exercise price per warrant of $15.00 for $600,000 in the aggregate.

7. ING Groep N.V. owns 1,000 shares of Cadiz Inc. Series F Preferred Stock, which are convertible into 17,289 shares of common stock.

Remarks:

Other Reporting Owner Name/Address: ING Capital LLC, 1325 Avenue of the Americas, New York, NY 10029.

	Neil De La Cruz	05/17/2007
	Nicole Ponzoa, attorney-in-fact	05/17/2007
	Timothy Meehan, attorney-in-fact	05/17/2007
	** Signature of Reporting Person	Date
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