EXHIBIT 4.2
                               ------------


                CERTIFICATE OF CORRECTION FILED TO CORRECT
                   A CERTAIN ERROR IN THE CERTIFICATE OF
              OF DESIGNATIONS OF SERIES D PREFERRED STOCK OF
                                CADIZ INC.
               FILED IN THE OFFICE OF THE SECRETARY OF STATE
                     OF DELAWARE ON DECEMBER 28, 2000

     CADIZ INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:

     1.   The name of the corporation is Cadiz Inc.

     2.   That a Certificate of Designations of Series D Preferred Stock of
Cadiz Inc. was filed by the Secretary of State of Delaware on December 28,
2000 and that said Certificate of Designations requires correction as
permitted by Section 103 of the General Corporation Law of the State of
Delaware.

     3.   The defect of said Certificate of Designations to be corrected is
as follows:

     The description in said Certificate of Designations of the duly
adopted resolutions of the Board of Directors providing for authorization
and issuance of 5,000 shares of the Corporation's Preferred Stock, par
value $.01 per share, designated Series D Preferred Stock is corrected to
read as follows:

          (a)  Article 3 of said resolutions is corrected to read in its
entirety as follows:

     "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 plus any accrued
     but unpaid dividends thereon (which amount is hereinafter referred to
     as the "Liquidation Preference").  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; (iii) a
     sale of all or substantially all of the assets of the Corporation;
     (iv) a merger or consolidation involving Sun World International Inc.,
     a Delaware corporation and a wholly-owned subsidiary of the
     Corporation ("Sun World"), as a result of which the Corporation does
     not continue to hold, associated with or in exchange for its equity
     securities in Sun World, a majority of the outstanding voting
     securities of the surviving entity in such merger or consolidation;
     (v) a transaction or series of related transactions as a result of
     which the Corporation does not continue to hold a majority of Sun
     World's equity securities; and (vi) a sale of all or substantially all
     of the assets of Sun World."

          (b)  The introductory paragraph of Article 5 of said resolutions
(and only the introductory paragraph) is corrected to read in its entirety
as follows, with the remainder of Article 5 remaining unchanged:

     "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 hereinafter referred to 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 closing price for the Corporation's
     Common Stock for any thirty consecutive trading day period ending not
     more than five (5) trading days prior to submission of notice of
     conversion has exceeded $12.00 (the "Mandatory Conversion Minimum").
     The following provisions shall apply after the Series D Preferred
     Stock becomes convertible:"

     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