15

                                EXHIBIT 4.1
                               ------------

                      CERTIFICATE OF DESIGNATIONS OF
                         SERIES D PREFERRED STOCK
                                    OF
                                CADIZ INC.

                      PURSUANT TO SECTION 151 OF THE
             GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


     CADIZ INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that, pursuant to (i) the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation, (ii) the
provisions of Section 151 of said General Corporation Law, and (iii) the
resolutions unanimously adopted by the Board of Directors of the
Corporation by action taken at a meeting on December 14, 2000, the Board of
Directors duly adopted resolutions providing for authorization for issuance
of 5,000 shares of the Corporation's Preferred Stock, par value $.01 per
share, designated Series D Preferred Stock, which resolutions are as
follows:

          RESOLVED, that pursuant to the authority vested in the Board of
     Directors of the Corporation by the Certificate of Incorporation, the
     Board of Directors does authorize for issuance Five Thousand (5,000)
     shares of Preferred Stock, par value $.01 per share, of the
     Corporation, to be designated "Series D Preferred Stock" of the
     presently authorized shares of Preferred Stock.  The voting powers,
     designations, preferences, and other rights of the Series D Preferred
     Stock authorized hereunder and the qualifications, limitations and
     restrictions of such preferences and rights are as follows:

          1.   RANKING.  The Series D Preferred Stock shall, with respect
     to the payment of dividends and upon liquidation, dissolution, or
     winding up, rank (1) senior and prior to the Corporation's Common
     Stock, $0.01 par value per share (the "Common Stock"), and all other
     capital stock issued by the Corporation and designated as junior to
     the Series D Preferred Stock (collectively herein called the "Junior
     Securities"), and (2) on a parity with any other class or series of
     Preferred Stock of the Corporation (the "Parity Securities").

          2.   DIVIDENDS.  (a)  The holders of outstanding shares of Series
     D Preferred Stock shall be entitled to receive cumulative dividends.
     Such dividends shall be payable at the option of the Corporation in
     the form of either (i) cash at an annual rate, commencing immediately
     following issuance, equal to seven percent (7%) of the Liquidation
     Preference (as defined in Section 3 hereof); or (ii) fully paid and
     nonassessable shares of Common Stock (valued, for purposes of this
     Section 2 only, at the average Fair Market Value (as defined in
     Section 5(g) below) of the Common Stock during the ten (10)
     consecutive trading day period ending one day prior to the applicable
     Dividend Payment Date, as defined below) at an annual rate, commencing
     immediately following issuance, equal to nine percent (9%) of the
     Liquidation Preference.  If dividends are paid in Common Stock
     pursuant to clause (ii) above, the Corporation shall provide holders
     of the Series D Preferred Stock with not less than five (5) days
     written notice prior to the applicable Dividend Payment Date.  Such
     dividends shall be payable semi-annually on January 15 and July 15 of
     each year (each of such dates being a "Dividend Payment Date" and each
     period between such dates (or the date of issue, if earlier) being a
     "Dividend Period") commencing on July 15, 2001, to stockholders of
     record of Series D Preferred Stock on the respective date, not
     exceeding 15 days preceding such Dividend Payment Date, as shall be
     fixed for this purpose by the Board or an authorized committee of the
     Board ("Authorized Board Committee") in advance of payment of each
     particular dividend.  Dividends payable on the Series D Preferred
     Stock for the initial Dividend Period and for any period less than a
     full period shall be computed on the basis of the actual number of
     days elapsed in a year of 365 days.  All dividends paid in Common
     Stock pursuant to this subparagraph (a) shall be deemed issued on the
     applicable Dividend Payment Date and paid pro rata to the holders
     entitled thereto.  All Common Stock which may be issued as a dividend
     with respect to the Series D Preferred Stock will thereupon be duly
     authorized, validly issued, fully paid and nonassessable and free of
     all liens and charges.

          (b)  Dividends on Series D Preferred Stock shall be fully
     cumulative and shall accrue (whether or not accrued or declared) from
     the date of issuance.  All dividends on the Series D Preferred Stock
     shall be declared by the Board and paid by the Corporation to the
     fullest extent permitted by law.  Accumulated unpaid dividends for any
     past Dividend Periods may be declared by the Board (or an Authorized
     Board Committee) and paid on any date fixed by the Board (or an
     Authorized Board Committee).  The Corporation may deduct and withhold
     from dividends on Series D Preferred Stock any amounts required to be
     deducted or withheld by the Corporation under applicable law.  Except
     as provided above, no interest or sum of money in lieu of interest
     shall be payable in respect of any accumulated unpaid dividends.

          (c)  In no event, so long as any shares of Series D Preferred
     Stock are outstanding, shall any dividend whatsoever be paid or
     declared, nor shall any other distribution be made (either in cash or
     property) on or in respect of, nor shall any moneys or property be
     expended for the redemption, retirement, purchase or other acquisition
     of, outstanding shares of Junior Securities by the Corporation, nor
     shall any moneys or property be paid into or set apart, or made
     available for a sinking fund for the purchase or redemption of any
     shares of Junior Securities unless all dividends on all outstanding
     shares of Series D Preferred Stock for all past Dividend Periods shall
     have been paid in full and the full dividends thereon for the then
     current Dividend Period shall have been declared and shares set apart
     sufficient for the payment thereof.  The provisions of the preceding
     sentence shall not apply to a dividend payable in shares of stock
     ranking junior to shares of Series D Preferred Stock both in respect
     of the payment of dividends and in respect of all payments upon
     liquidation, dissolution or winding up of the Corporation.

          (d)  If, after dividends on all outstanding shares of Series D
     Preferred Stock for all past Dividend Periods shall have been paid in
     full and the full dividends thereon for the then current Dividend
     Period shall have been declared and shares set apart sufficient for
     the payment thereof, in accordance with Section (c), the Board of
     Directors shall declare any dividend outside the ordinary course of
     business ("extraordinary dividend") out of funds legally available
     therefor, then such extraordinary dividend shall be declared pro rata
     on the Common Stock and the Series D Preferred Stock treating the
     Series D Preferred Stock as the greatest whole number of shares of
     Common Stock then issuable upon conversion of such Series D Preferred
     Stock pursuant to Section 5.

          3.   LIQUIDATION PREFERENCE.  In the event of any voluntary or
     involuntary liquidation, dissolution, or winding up of the affairs of
     the Corporation, then, before any distribution or payment shall be
     made to the holders of any Junior Securities, and subject to the
     rights of creditors, the holders of Series D Preferred Stock shall be
     entitled to be paid out of the assets of the Corporation in an amount
     in cash equal to $1,000.00 for each share outstanding (which amount is
     hereinafter referred to as the "Liquidation Preference") plus any
     accrued but unpaid dividends thereon.  If the assets of the
     Corporation are not sufficient to pay in full the Liquidation
     Preference as well as any liquidation preference to holders of Parity
     Securities, then the holders of the Series D Preferred Stock and
     Parity Securities shall share ratably in such distribution of assets
     in accordance with the amount which would have been payable on such
     distribution if the amounts to which such holders were entitled were
     paid in full.  Except as provided in this paragraph 3, holders of
     Series D Preferred Stock shall not be entitled to any distribution in
     the event of liquidation, dissolution, or winding up of the affairs of
     the Corporation.  For purposes of this Section 3 only, a "liquidation"
     shall include:  (i) a merger or consolidation involving the
     Corporation as a result of which the holders of the Corporation's
     equity securities do not continue to hold, associated with or in
     exchange for their equity securities in the Corporation, a majority of
     the outstanding voting securities of the surviving entity in such
     merger or consolidation; (ii) a transaction or series of related
     transactions as a result of which the holders of a majority of the
     Corporation's outstanding equity securities prior to such transactions
     do not continue to hold a majority of the Corporation's outstanding
     equity securities; and (iii) a sale of all or substantially all of the
     assets of the Corporation.

          4.   VOTING.  In all meetings of shareholders, the holders of
     shares of Series D Preferred Stock shall be entitled to that number of
     votes equal to the number of shares of Common Stock issuable upon
     conversion of their Series D Preferred Stock at the time the shares
     are voted, and shall be entitled to vote with the Common Stock (except
     where a separate class vote is required by law or by terms of this
     instrument).  So long as any shares of Series D Preferred Stock remain
     outstanding, the Corporation shall not, without the approval of the
     holders of at least a majority of the outstanding shares of Series D
     Preferred Stock, voting together as a single class, authorize any
     other stock having rights or preferences senior to or on a parity with
     the Series D Preferred Stock.

          5.   CONVERSION.  Each share of Series D Preferred Stock shall be
     convertible into shares of Common Stock at the rate of One (1) share
     of Common Stock for every $8.00 in Liquidation Preference of the
     shares of Series D Preferred Stock so converted (such number of shares
     of Common Stock to be received upon conversion of each share of Series
     D Preferred Stock being hereinafter referred to as the "Conversion
     Rate"; and the result obtained by dividing the Liquidation Preference
     by the Conversion Rate, as it may be adjusted from time to time
     hereunder, being referred to hereinafter as the "Conversion Price"),
     both (i) at the option of the holder thereof at any time following
     issuance; and (ii) at the option of the Corporation provided that: (A)
     the Corporation converts all shares of Series D Preferred Stock then
     outstanding and that (B) the average of the Fair Market Value (as
     defined in Section 5(g) below) for the Corporation's Common Stock over
     any thirty consecutive trading day period ending not more than five
     (5) trading days prior to submission of notice of conversion exceeds
     $12.00 (the "Mandatory Conversion Minimum").  The following provisions
     shall apply after the Series D Preferred Stock becomes convertible:

               (a)  Any holder of shares of Series D Preferred Stock
     electing to convert such shares into Common Stock shall surrender the
     certificate or certificates for such shares at the office of the
     Corporation (or at such other place as the Corporation may designate
     by notice to the holders of shares of Series D Preferred Stock) during
     regular business hours, duly endorsed to the Corporation in blank, or
     accompanied by instruments of transfer to the Corporation in blank, in
     form reasonably satisfactory to the Corporation and shall give written
     notice to the Corporation at such office that such holder elects to
     convert such shares of Series D Preferred Stock.  Such written notice
     shall also instruct the Corporation where to deliver the certificate
     or certificates representing the Common Stock issuable upon such
     conversion.  The Corporation shall, as soon as reasonably practicable
     after such deposit of certificates for shares of Series D Preferred
     Stock, accompanied by the written notice above prescribed, issue to
     the holder for whose account such shares were surrendered, or to his
     nominee, a certificate or certificates representing the number of
     shares of Common Stock to which such holder is entitled upon such
     conversion, and shall deliver such certificate or certificates in
     accordance with the instructions of the holder.  Conversion shall be
     deemed to have been made as of the date of surrender of certificates
     for the shares of Series D Preferred Stock to be converted and the
     delivery of written notice as hereinabove provided; and the person
     entitled to receive the Common Stock issuable upon such conversion
     shall be treated for all purposes as the record holder of such Common
     Stock on such date.

               (b)  In the event of an election by the Corporation to
     convert Series D Preferred Stock into shares into Common Stock, all,
     and not less than all, of the outstanding shares of Series D Preferred
     Stock shall be converted automatically on the date of such election
     (the "Mandatory Conversion Date") without any further action by the
     holders of such shares and whether or not the certificates
     representing outstanding shares are surrendered to the Corporation or
     its transfer agent.  The Corporation shall not be obligated to issue
     certificates evidencing the shares of Common Stock issuable upon such
     conversion unless the certificates evidencing such shares of Series D
     Preferred Stock are either delivered to the Corporation or its
     transfer agent as provided below, or the holder notifies the
     Corporation or its transfer agent that such certificates have been
     lost, stolen or destroyed and executes an agreement satisfactory to
     the Corporation to indemnify the Corporation from any loss incurred by
     it in connection with such certificates.  The Corporation shall cause
     to be mailed to each holder of Series D Preferred Stock, by overnight
     courier service or by first class mail, postage prepaid, mailed not
     more than ten (10) business days following the Mandatory Conversion
     Date, at such holder's address as the same appears on the records of
     the Corporation (the "Mandatory Conversion Notice").  Each such notice
     shall specify (i) the Mandatory Conversion Date, (ii) the number of
     shares to be converted, and (iii) the place or places where
     certificates for such shares are to be surrendered for conversion.
     Promptly following receipt of the Mandatory Conversion Notice, each
     holder of Series D Preferred Stock shall surrender the certificate or
     certificates for such shares at the office of the Corporation (or at
     such other place as the Corporation may designate by notice to the
     holders of shares of Series D Preferred Stock) during regular business
     hours, duly endorsed to the Corporation in blank, or accompanied by
     instruments of transfer to the Corporation in blank, in form
     reasonably satisfactory to the Corporation.  Such written notice shall
     instruct the Corporation where to deliver the certificate or
     certificates representing the Common Stock issuable upon such
     conversion.  The Corporation shall, as soon as reasonably practicable
     following the Mandatory Conversion Date and after such deposit of
     certificates for shares of Series D Preferred Stock, accompanied by
     the written notice above prescribed, issue to the holder for whose
     account such shares were surrendered, or to his nominee, a certificate
     or certificates representing the number of shares of Common Stock to
     which such holder is entitled upon such conversion, and shall deliver
     such certificate or certificates in accordance with the instructions
     of the holder.  Conversion shall be deemed to have been made as of the
     Mandatory Conversion Date irrespective of the date of surrender of
     certificates for the shares of Series D Preferred Stock to be
     converted and the delivery of written notice as hereinabove provided;
     and the person entitled to receive the Common Stock issuable upon such
     conversion shall be treated for all purposes as the record holder of
     such Common Stock effective as of the Mandatory Conversion Date.
     Following the Mandatory Conversion Date, all authorized shares of
     Series D Preferred Stock shall resume the status of authorized but
     unissued shares of Preferred Stock, without designation as to series,
     until such shares are once more designated as part of a particular
     series by the Board of Directors.

               (c)  The Conversion Rate shall be adjusted from time to time
     as follows:

                    (i)  In case the Corporation shall (A) pay a dividend
     or make a distribution on its shares of Common Stock in shares of
     Common Stock, (B) subdivide or reclassify its outstanding Common Stock
     in shares of Common Stock into a greater number of shares, or (C)
     combine or reclassify its outstanding Common Stock into a smaller
     number of shares or, (D) issue by capital reorganization or
     reclassification of its shares of Common Stock or otherwise (other
     than a subdivision or combination of its shares provided for above, or
     a reorganization, merger, consolidation or sale of assets provided for
     elsewhere in this Section 5) any shares of capital stock of the
     Corporation, then the conversion right and the Conversion Rate in
     effect immediately prior to such action shall be adjusted so that the
     holder of any shares of the Series D Preferred Stock thereafter
     surrendered for conversion shall be entitled to receive the number of
     shares of capital stock of the Corporation which such holder would
     have owned immediately following such action had such shares of the
     Series D Preferred Stock been converted immediately prior thereto.  An
     adjustment made pursuant to this subparagraph shall become effective
     retroactively immediately after the record date in the case of a
     dividend or distribution and shall become effective immediately after
     the effective date in the case of a subdivision, combination or
     reclassification.  If, as a result of an adjustment made pursuant to
     this subparagraph, the holder of any shares of the Series D Preferred
     Stock thereafter surrendered for conversion shall become entitled to
     receive shares of two or more classes of capital stock of the
     Corporation, the Board of Directors shall determine in good faith the
     allocation of the adjusted Conversion Rate between or among shares of
     such classes of capital stock, which allocation must be reasonably
     acceptable to the holders of a majority of the shares of the Series D
     Preferred Stock.

                    (ii) In case the Corporation shall hereafter issue
     rights or warrants to all holders of its Common Stock entitling them
     to subscribe for or purchase shares of Common Stock (or securities
     convertible into Common Stock) at a price (or having a conversion
     price per share) less than the Conversion Price on the record date
     mentioned below, then the Conversion Rate shall be adjusted so that
     the same shall equal the price determined by multiplying the
     Conversion Rate in effect immediately prior to the record date
     mentioned below by a fraction, the numerator of which shall be the sum
     of the number of shares of Common Stock outstanding on the record date
     mentioned below and the number of additional shares of Common Stock
     which the aggregate offering price of the total number of shares of
     Common Stock so offered (or the aggregate conversion price of the
     convertible securities so offered) would purchase at such Conversion
     Price, and the denominator of which shall be the sum of the number of
     shares of Common Stock outstanding on such record date and the number
     of additional shares of Common Stock offered for subscription or
     purchase (or into which the convertible securities so offered are
     convertible).  Such adjustment shall be made successively whenever
     such rights or warrants are issued and shall become effective
     immediately after the record date for the determination of
     stockholders entitled to receive such rights or warrants; and to the
     extent that shares of Common Stock are not delivered (or securities
     convertible into Common Stock are not delivered) after the expiration
     of such rights or warrants the Conversion Rate shall be readjusted to
     the Conversion Price which would then be in effect had the adjustments
     made upon the issuance of such rights or warrants been made upon the
     basis of delivery of only the number of shares of Common Stock (or
     securities convertible into Common Stock) actually delivered.

                    (iii)     In case the Corporation shall issue shares of
     its Common Stock (excluding shares issued (A) in any of the
     transactions described in Subsection (i) above, (B) to the
     Corporation's employees, including, without limitation, pursuant to
     exercise or conversion of options or other equity securities, under a
     plan or plans adopted by the Corporation's Board of Directors and
     approved by its shareholders (if required), if such shares would
     otherwise be included in this Subsection (iii) (but only to the extent
     that the aggregate number of shares excluded by this clause (B) and
     issued after the date hereof shall not exceed in the aggregate 13% of
     the Company's Common Stock outstanding as of the date of this
     Certificate), (C) upon exercise of convertible securities outstanding
     as of the date of initial issuance of Series D Preferred Stock
     (including the Series D Preferred Stock), or any convertible
     securities issued subsequent to the date hereof which are convertible
     into Common Stock at an exercise price equal or greater than the
     Conversion Price as of the date upon which the conversion or exercise
     price for such securities is fixed (notwithstanding any subsequent
     adjustment of such exercise price as may be provided under the terms
     of such convertible security), (D) upon the exercise of any
     convertible security as to which the Conversion Rate has already been
     adjusted pursuant to Subsection (iv) below, and (E) to shareholders of
     any corporation which merges into the Corporation in proportion to
     their stock holdings of such corporation immediately prior to such
     merger, upon such merger, but only if no adjustment is required
     pursuant to any other specific subsection of this Section (c) (without
     regard to Subsection (vi) below) with respect to the transaction
     giving rise to such rights) for a consideration per share less than
     the Conversion Price, then on the date the Corporation fixes the
     offering price of such additional shares, the Conversion Rate shall be
     adjusted immediately thereafter so that it shall equal the price
     determined by multiplying the Conversion Rate in effect immediately
     prior thereto by a fraction, the numerator of which shall be the sum
     of the number of shares of Common Stock outstanding immediately prior
     to the issuance of such additional shares and the number of shares of
     Common Stock which the aggregate consideration received (determined as
     provided in Subsection (v) below) for the issuance of such additional
     shares would purchase at such Conversion Price, and the denominator of
     which shall be the number of shares of Common Stock outstanding
     immediately after the issuance of such additional shares.

                    Such adjustment shall be made successively whenever
     such an issuance is made.

                    (iv) In case the Corporation shall issue any securities
     convertible into or exchangeable for its Common Stock (excluding
     securities issued in transactions described in Subsection (ii) above)
     for a consideration per share of Common Stock initially deliverable
     upon conversion or exchange of such securities (determined as provided
     in Subsection (v) below) less than the Conversion Price in effect as
     of the date upon which the conversion or exercise price for such
     securities is fixed, then the Conversion Rate shall be adjusted
     immediately thereafter so that it shall equal the price determined by
     multiplying the Conversion Rate in effect immediately prior thereto by
     a fraction, the numerator of which shall be the sum of the number of
     shares of Common Stock outstanding immediately prior to the issuance
     of such securities and the number of shares of Common Stock which the
     aggregate consideration received (determined as provided in Subsection
     (v) below) for such securities would purchase at such Conversion
     Price, and the denominator of which shall be the sum of the number of
     shares of Common Stock outstanding immediately prior to such issuance
     and the maximum number of shares of Common Stock of the Corporation
     deliverable upon conversion of or in exchange for such securities at
     the initial conversion or exchange price or rate.

                    Such adjustment shall be made successively whenever
     such an issuance is made.

                    (v)  For purposes of any computation respecting
     consideration received pursuant to Subsections (iii) and (iv) above,
     the following shall apply:

                         (A)  in the case of the issuance of shares of
     Common Stock for cash, the consideration shall be the amount of such
     cash, provided that in no case shall any deduction be made for any
     commissions, discounts or other expenses incurred by the Corporation
     for any underwriting of the issue or otherwise in connection
     therewith:

                         (B)  in the case of the issuance of shares of
     Common Stock for a consideration in whole or in part other than cash,
     the consideration other than cash shall be deemed to be the fair
     market value thereof as determined in good faith by the Board of
     Directors of the Corporation (irrespective of the accounting treatment
     thereof) and reasonably acceptable to the holders of a majority Series
     D Preferred Stock; and

                         (C)  in the case of the issuance of securities
     convertible into or exchangeable for shares of Common Stock, the
     aggregate consideration received therefor shall be deemed to be the
     consideration received by the Corporation for the issuance of such
     securities plus the additional minimum consideration, if any, to be
     received by the Corporation upon the conversion or exchange thereof
     (the consideration in each case to be determined in the same manner as
     provided in clauses (A) and (B) of this Subsection (v)).

                    (vi) No adjustment in the Conversion Rate shall be
     required unless such adjustment would require an increase or decrease
     of at least one cent ($0.01) in such price; provided, however, that
     any adjustments which by reason of this Subsection (vi) are not
     required to be made shall be carried forward and taken into account in
     any subsequent adjustment required to be made hereunder.  All
     calculations under this Section (c) shall be made to the nearest cent.
     Anything in this Section (c) to the contrary notwithstanding, the
     Corporation shall be entitled, but shall not be required, to reduce
     the Conversion Rate, in addition to those changes required by this
     Section (c), as it, in its sole discretion, shall determine to be
     advisable in order that any dividend or distribution in shares of
     Common Stock, subdivision, reclassification or combination of Common
     Stock, issuance of warrants to purchase Common Stock or distribution
     or evidences of indebtedness or other assets (excluding cash
     dividends) referred to hereinabove in this Section (c) hereafter made
     by the Corporation to the holders of its Common Stock shall not result
     in any tax to such holders of its Common Stock or securities
     convertible into Common Stock.

                    (vii)     In the event that at any time, as a result of
     an adjustment made pursuant to Subsection (i) above, the holder of
     Series D Preferred Stock thereafter shall become entitled to receive
     any shares of the Corporation, other than Common Stock, thereafter the
     number of such other shares so receivable upon conversion of the
     holder's of Series D Preferred Stock shall be subject to adjustment
     from time to time in a manner and on terms as nearly equivalent as
     practicable to the provisions with respect to the Common Stock
     contained in Subsections (i) to (vi), inclusive above. The Corporation
     may retain a firm of independent certified public accountants selected
     by the Board of Directors (who may be the regular accountants employed
     by the Corporation) to make any computation required by Section (c),
     and a certificate signed by such firm shall be conclusive evidence of
     the correctness of such adjustment absent manifest error or
     negligence.

                    (viii)    Whenever an adjustment in the Conversion Rate
     is required, the Corporation shall forthwith place on file with its
     Secretary a statement signed by its Secretary or Treasurer or one of
     its Assistant Secretaries or Assistant Treasurers, stating the
     adjusted Conversion Rate determined as provided herein.  Such
     statement shall set forth in reasonable detail such facts as shall be
     necessary to show the reason and the manner of computing such
     adjustment.  Such statement shall be made available at all reasonable
     times for inspection by any holder of shares of Series D Preferred
     Stock. Promptly after the adjustment of the Conversion Rate, the
     Corporation shall mail a notice and copy of such statement to each
     holder of shares of Series D Preferred Stock.

                    (ix) In case of any reclassification, capital
     reorganization or other change of outstanding shares of Common Stock
     of the Corporation, or in case of any consolidation or merger of the
     Corporation with or into another entity (other than a merger with a
     subsidiary in which merger the Corporation is the continuing
     corporation and which does not result in any reclassification, capital
     reorganization or other change of outstanding shares of Common Stock
     of the class issuable upon conversion of the Series D Preferred Stock)
     or in case of any sale, lease, or conveyance to another entity of all
     or substantially all of the property and assets of the Corporation,
     the Corporation shall, as a condition precedent to such transaction,
     cause effective provisions to be made so that the holder of each share
     of Series D Preferred Stock then outstanding shall have the right to
     convert such shares of Series D Preferred Stock into the kind and
     amount of shares of stock or other securities and property receivable
     upon such reclassification, capital reorganization and other change,
     consolidation, merger, sale, lease or conveyance by a holder of the
     number of shares of Common Stock into which such shares of Series D
     Preferred Stock might have been converted immediately prior to such
     reclassification, change, consolidation, merger, sale, lease or
     conveyance, subject to adjustments which shall be as nearly equivalent
     as may be reasonably practicable to the adjustments provided for
     hereunder.  The Corporation shall not effect any such reorganization,
     consolidation, merger, sale or conveyance (i) unless prior to or
     simultaneously with the consummation thereof the survivor or successor
     corporation (if other than the Corporation) resulting from such
     reorganization, consolidation or merger or the corporation purchasing
     such assets shall assume by written instrument executed and sent to
     each holder of Series D Preferred Stock, the obligation to deliver to
     such holder of Series D Preferred Stock such shares of stock,
     securities or assets as, in accordance with the foregoing provisions,
     such holder of Series D Preferred Stock may be entitled to receive,
     and containing the express assumption by such successor corporation of
     the due and punctual performance and observance of every provision
     herein to be performed and observed by the Corporation and of all
     liabilities and obligations of the Corporation hereunder, and (ii) in
     which the Corporation, as opposed to another party to the
     reorganization, consolidation, merger, sale or conveyance, shall be
     required under any circumstances to make a cash payment at any time to
     the holders of the Series D Preferred Stock.  The provisions of this
     subparagraph shall similarly apply to successive reclassifications,
     capital reorganizations, and changes of Common Stock and to successive
     reorganizations, consolidations, mergers, sales, leases or
     conveyances.

               (d)  Any shares of Series D Preferred Stock which shall at
     any time have been converted shall resume the status of authorized but
     unissued shares of Preferred Stock, without designation as to series,
     until such shares are once more designated as part of a particular
     series by the Board of Directors.  The Corporation shall reserve and
     keep available out of its authorized but unissued stock, for the
     purpose of effecting the conversion of the shares of the Series D
     Preferred Stock, such number of its duly authorized shares of Common
     Stock as shall from time to time be sufficient to effect the
     conversion of all outstanding shares of the Series D Preferred Stock.

               (e)  The Corporation shall pay any and all issue or transfer
     (but not income) taxes that may be payable in respect of any issuance
     or delivery of shares of Common Stock on conversion of shares of
     Series D Preferred Stock pursuant hereto.

               (f)  Before taking any action that would result in the
     effective price of the shares of Common Stock issuable upon conversion
     of Series D Preferred Stock being less than the then par value of the
     Common Stock, the Corporation shall take any corporate action which
     may, in the opinion of its counsel, be necessary in order that the
     Corporation may validly and legally issue fully paid and nonassessable
     shares of Common Stock.

               (g)  The Corporation shall not be required to issue any
     fractional shares of Common Stock upon conversion of any Series D
     Preferred Stock, but in lieu thereof the Corporation may pay a cash
     amount determined by multiplying the fraction of a share otherwise
     issuable by the Fair Market Value of one share of Common Stock on the
     date such conversion is deemed to have been made hereunder.  The "Fair
     Market Value" of the Common Stock as of a particular date shall mean:

                    (i)  If the Common Stock is listed or admitted to the
     unlisted trading privileges on any national or regional securities
     exchange on such date, then the average of the last reported sale
     prices on such exchange for the 30 consecutive business day period
     ending on the last business day prior to such date;

                    (ii) If the Common Stock is not listed or admitted to
     unlisted trading privileges as provided in subparagraph i) and sales
     prices therefor in the over-the-counter market are reported by the
     Nasdaq National Market System on such date, then the last reported
     sales price so reported on the last business day prior to such date;

                    (iii)     If the Common Stock is not listed or admitted
     to unlisted trading privileges as provided in subparagraph i) and
     sales prices therefor are not reported by the Nasdaq National Market
     System as provided in subparagraph ii), and bid and asked prices
     therefor in the over-the-counter market are reported by Nasdaq (or, if
     not so reported, by the National Quotation Bureau Incorporated) on
     such date, then the average of the closing bid and asked prices on the
     last business day prior to such date; or

                    (iv) If the Common Stock is not listed or admitted to
     unlisted trading privileges as provided in subparagraph i) and sales
     prices or bid and asked prices therefor are not reported by Nasdaq (or
     the National Quotation Bureau Incorporated) as provided in
     subparagraphs ii) and iii) on such date, then the value as determined
     in good faith by the Board.

               (h)  Whenever an adjustment in the Conversion Rate is
     required pursuant to the term of this Section 5, the Mandatory
     Conversion Minimum as in effect immediately prior to such action shall
     automatically and concurrently be adjusted in proportion to the
     adjustment in the Conversion Rate.

          6.   FRACTIONAL SHARES.  The Series D Preferred Stock may be
     issued as fractional shares in increments of 1/1,000 of a share
     (subject to adjustment on the same basis as the Conversion Rate under
     Section 5(c)).  Each fractional share of Series D Preferred Stock
     shall be entitled to the same rights and powers on a pro rata basis as
     a whole share of Series D Preferred Stock.

          7.   MANDATORY REDEMPTION.  (a) The Corporation shall redeem on
     July 16, 2004, and not prior to said date (the "Redemption Date") all
     shares of Series D Preferred Stock outstanding as of such date from
     any source of funds legally available therefor.

               (b)  The price per share ("Redemption Price") for any
     redemption of Series D Preferred Stock made pursuant to this
     subsection 7 shall be an amount equal to the Liquidation Preference
     for the shares so redeemed. If insufficient funds are legally
     available as of the Redemption Date to redeem all the shares of Series
     D Preferred Stock then due to be redeemed, but sufficient funds are
     legally available as of the Redemption Date to redeem a portion of the
     Preferred Stock then due to be redeemed,  then the Corporation shall
     effect such redemption pro rata among all holders of Preferred Stock
     on an equal priority, pari passu basis, based on the Redemption Price
     of such shares.

               (c)  On or before the Redemption Date, written notice (the
     "Redemption Notice") shall be mailed by overnight courier service or
     by first-class mail, postage prepaid, to each holder of record (at the
     close of business on the business day next preceding the date on which
     notice is given) of the Series D Preferred Stock to be redeemed, at
     the address last shown on the records of the Corporation for such
     holder or given by the holder to the Corporation for the purpose of
     notice or, if no such address appears or is given, at the place where
     the principal executive office of the Corporation is then located,
     notifying such holder of the redemption to be effected, specifying the
     Redemption Date, the Redemption Price, the place at which payment may
     be obtained and the date on which such holder's conversion rights set
     forth in Section 5 as to such shares terminate and calling upon such
     holder to surrender to the Corporation, in the manner and at the place
     designated, such holder's certificate or certificates representing the
     shares to be redeemed.  Each holder of Preferred Stock to be redeemed
     shall surrender to the Corporation the certificate or certificates
     representing such shares of Preferred Stock, in the manner and at the
     place designated in the Redemption Notice, and thereupon the
     Redemption Price of such shares shall be payable to the order of the
     person whose name appears on such certificate or certificates as the
     owner thereof, and each surrendered certificate shall be canceled. If
     less than all the shares represented by any such certificate are
     redeemed, a new certificate shall be issued representing the
     unredeemed shares.

               (d)  From and after the Redemption Date, unless there shall
     have been a default in payment of the Redemption Price, all rights of
     the holders of such shares as holders of Series D Preferred Stock
     (except the right to receive the Redemption Price without interest
     upon surrender of their certificate or certificates) shall cease with
     respect to such shares, and such shares shall not thereafter be
     transferred on the books of the Corporation or be deemed to be
     outstanding for any purpose whatsoever.  Shares of Series D Preferred
     Stock which are subject to redemption hereunder but which are not
     redeemable on the Redemption Date due to insufficient legally
     available funds shall continue to be entitled to dividends,
     liquidation, conversion and all other rights, preferences, privileges
     and restrictions of the Preferred Stock until such shares have been
     converted or redeemed.

               (e)  All shares of Series D Preferred Stock that are
     redeemed pursuant to this Section 7 shall resume the status of
     authorized but unissued shares of Preferred Stock, without designation
     as to series, until such shares are once more designated as part of a
     particular series by the Board of Directors.

     8.   NOTICES TO HOLDERS.  So long as any shares of the Series D
Preferred Stock shall be outstanding, (i) if the Corporation shall pay any
dividend or make any distribution upon the Common Stock or (ii) if the
Corporation shall offer to the holders of Common Stock for subscription or
purchase by them any share of or class of its capital stock or any other
rights or (iii) if any capital reorganization of the Corporation,
reclassification of the capital stock of the Corporation, consolidation or
merger of the Corporation with or into another entity, sale, lease, or
transfer of all or substantially all of the property and assets of the
Corporation to another entity, or voluntary or involuntary dissolution,
liquidation or winding up of the Corporation shall be effected, then in any
such case, the Corporation shall cause to be mailed by certified mail to
all holders of the Series D Preferred Stock, at least fifteen days prior
the record date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date
on which (x) a record is to be taken for the purpose of such dividend,
distribution or offer of rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, transfer, sale
dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other
securities shall be entitled to receive cash or other property deliverable
upon such reclassification, reorganization, consolidation, merger,
conveyance, lease, transfer, sale, dissolution, liquidation or winding up.

     RESOLVED, FURTHER, that the appropriate officers of the Corporation
are hereby authorized to execute and acknowledge the Certificate of
Designations setting forth these resolutions and to cause such certificate
to be filed and recorded, all in accordance with the requirements of
Section 151 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, CADIZ INC., has caused this Certificate to be
signed by Keith Brackpool, its Chief Executive Officer, and attested by
Stanley E. Speer, its Secretary, this 28th day of December, 2000.

                              CADIZ INC.

                              By:  /S/ KEITH BRACKPOOL
                                   Keith Brackpool,
                                   Chief Executive Officer

ATTEST:

By:  /S/ STANLEY E. SPEER
   Stanley E. Speer, Secretary