CADIZ INC — Director's Dealing 2007

May 17, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2007-02-01

Reporting Person: ING GROEP NV (10% Owner)
Reporting Person: ING CAPITAL LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-01	Common Stock	X	40000	$15.00	Acquired	1330731	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-01	Warrant	$15.00	X	40000	Disposed		Common Stock (40000)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: ING Groep N.V. is the indirect parent company of ING Capital LLC through a chain of wholly-owned subsidiaries.

F4: The warrants became exercisable on May 29, 2005, 180 days from their November 30, 2004 date of issuance.

F5: 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.

F6: ING Groep N.V. exercised 40,000 warrants at an exercise price per warrant of $15.00 for $600,000 in the aggregate.

F7: 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.