**EXHIBIT
      3.9**






**CERTIFICATE
      OF CORRECTION FILED TO CORRECT**


**A
      CERTAIN ERROR IN THE**


**SECOND
      AMENDED AND RESTATED**


**CERTIFICATE
      OF DESIGNATIONS OF**


**SERIES
      F PREFERRED STOCK**


**OF**


**CADIZ
      INC.**


**FILED
      IN THE OFFICE OF THE SECRETARY OF STATE**


**OF
      DELAWARE ON JUNE 30, 2006**











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





1.  That
      the
      name of the Corporation is Cadiz Inc.





2.  That
      a
      Second Amended and Restated Certificate of Designations of Series F Preferred
      Stock of Cadiz Inc. (the "Certificate") was filed by the Secretary of State
      of
      Delaware on June 30, 2006 and that said Certificate requires correction as
      permitted by Section 103 of the General Corporation Law of the State of
      Delaware.





3.  The
      inaccuracy or defect of the Certificate to be corrected is to change references
      to "at least one of the Series F Preferred Directors" in Sections 4(d), 7(e)(v),
      7(e)(vi) and 7(e)(vii) of the Certificate to refer to "a majority of the
      Corporation's independent directors" in each case.





4.  Section
      4(d) of the Certificate is replaced in its entirety to read as
      follows:




"(d)  For
      so
      long as the Series F Preferred Stock is outstanding, the Corporation shall
      not,
      without the written consent or affirmative vote of a majority of the
      Corporation's independent directors, create, authorize or issue any class,
      series or shares of Preferred Stock or any other class of capital
      stock."





5.  Section
      7(e)(v) of the Certificate is replaced in its entirety to read as
      follows:




"(v)  Corporation
      Equity Securities issued by the Corporation to any officer, director or employee
      of the Corporation as remuneration for services rendered to the Corporation;
      provided, however, that at least a majority of the Corporation's independent
      directors voted to authorize such issuance;"





6.  Section
      7(e)(vi) of the Certificate is replaced in its entirety to read as
      follows:




"(vi)  Corporation
      Equity Securities issued by the Corporation to any consultant pursuant to
      compensation procedures approved by the Board of Directors of the Corporation
      including the consent of at least a majority of the Corporation's independent
      directors;"







7.  Section
      7(e)(vii) of the Certificate is replaced in its entirety to read as
      follows:




"(vii)  Corporation
      Equity Securities issued in connection with the acquisition of all or part
      of
      another entity or in connection with a joint venture or such other strategic
      investment, which transaction is approved by at least a majority of the
      Corporation's independent directors; and"







IN
      WITNESS WHEREOF, CADIZ INC., has caused this Certificate to be signed by
      O'Donnell Iselin II, its Chief Financial Officer and Secretary, this 13thday of March, 2007.





CADIZ
      INC.










By:  /s/
      O'Donnell Iselin II


O'Donnell Iselin II


Chief
      Financial Officer and Secretary