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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * ING GROEP NV   2. Issuer Name and Ticker or Trading Symbol CADIZ INC [CDZI.OTCBB] 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) AMSTELVEENSEWEG 500, 1081 KL AMSTERDAM, PO BOX 810, 1000 AV 3. Date of Earliest Transaction (Month/Day/Year) 12/02/2004 (Street) AMSTERDAM, P7 0000 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) Code V Amount (A) or (D) Price Common Stock 12/02/2004   P   200,000 A (1) 299,474 I (2) (2) Common Stock 12/02/2004   C   1,711,665 A (3) 2,011,139 I (4) (4)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series F Preferred Stock

$ 0

12/02/2004

C

99,000

(5)

(6)

Common Stock

1,711,665

$ 0 (7)

1,000

I

(8) (8)

Warrants

$ 15

12/02/2004

P

40,000

(9)

(10)

Common Stock

40,000

(11)

40,000

I

(12) (12)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ING GROEP NV AMSTELVEENSEWEG 500, 1081 KL AMSTERDAM PO BOX 810, 1000 AV AMSTERDAM, P7 0000		X

Signatures

Kees Drabbe		12/06/2004
**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)	ING Groep N.V. purchased 40,000 units for $2,400,000. The units consist of 200,000 shares of common stock and 40,000 warrants.
(2)	ING Groep N.V. is the indirect parent company of ING Capital LLC through a chain of wholly-owned subsidiaries. Holders of a majority-in-interest of Cadiz Inc.'s Series F Preferred Stock have the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC, as the sole holder of Cadiz Inc.'s Series F Preferred Stock, currently has the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC has appointed Geoffrey W. Arens and Gregory Ritchie to serve as directors of Cadiz Inc.
(3)	99,000 shares of Series F Preferred Stock were converted into 1,711,665 shares of common stock.
(4)	ING Groep N.V. is the indirect parent company of ING Capital LLC through a chain of wholly-owned subsidiaries. Holders of a majority-in-interest of Cadiz Inc.'s Series F Preferred Stock have the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC, as the sole holder of Cadiz Inc.'s Series F Preferred Stock, currently has the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC has appointed Geoffrey W. Arens and Gregory Ritchie to serve as directors of Cadiz Inc.
(5)	Immediately.
(6)	The Series F Preferred Stock does not have an expiration date and shall remain in existence until such time as it is converted into shares of common stock.
(7)	99,000 shares of Series F Preferred Stock were converted into 1,711,665 shares of common stock.
(8)	ING Groep N.V. is the indirect parent company of ING Capital LLC through a chain of wholly-owned subsidiaries. Holders of a majority-in-interest of Cadiz Inc.'s Series F Preferred Stock have the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC, as the sole holder of Cadiz Inc.'s Series F Preferred Stock, currently has the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC has appointed Geoffrey W. Arens and Gregory Ritchie to serve as directors of Cadiz Inc.
(9)	180 days
(10)	3 years
(11)	ING Groep N.V. purchased 40,000 units for $2,400,000. The units consist of 200,000 shares of common stock and 40,000 warrants.
(12)	ING Groep N.V. is the indirect parent company of ING Capital LLC through a chain of wholly-owned subsidiaries. Holders of a majority-in-interest of Cadiz Inc.'s Series F Preferred Stock have the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC, as the sole holder of Cadiz Inc.'s Series F Preferred Stock, currently has the right to nominate and elect two directors to the Board of Directors of Cadiz Inc. ING Capital LLC has appointed Geoffrey W. Arens and Gregory Ritchie to serve as directors of Cadiz Inc.
Remarks: Reporting Owner Name/Address:  ING Capital LLC, 1325 Avenue of the Americas, New York, NY  10019.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.