EXHIBIT 4.3
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                 CERTIFICATE OF DESIGNATIONS OF
                   SERIES E-2 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
October 15, 2001, the Board of Directors duly adopted resolutions
providing for authorization for issuance of 3,750 shares of the
Corporation's Preferred Stock, par value $.01 per share,
designated Series E-2 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 Three Thousand Seven Hundred Fifty (3,750) shares
     of Preferred Stock, par value $.01 per share, of the
     Corporation, to be designated "Series E-2 Preferred Stock"
     of the presently authorized shares of Preferred Stock.  The
     voting powers, designations, preferences, and other rights
     of the Series E-2 Preferred Stock authorized hereunder and
     the qualifications, limitations and restrictions of such
     preferences and rights are as follows:

          1.   RANKING.  The Series E-2 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 E-2 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 E-
     2 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 E-2 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 January 15, 2002, to stockholders of
     record of Series E-2 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 E-2 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 E-2 Preferred Stock will
     thereupon be duly authorized, validly issued, fully paid and
     nonassessable and free of all liens and charges.

               (b)  Dividends on Series E-2 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 E-2 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
     E-2 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
     E-2 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 E-2
     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 E-2 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 E-2 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 E-2 Preferred Stock treating the Series E-2 Preferred
     Stock as the greatest whole number of shares of Common Stock
     then issuable upon conversion of such Series E-2 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 E-2 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 E-2 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 E-
     2 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.

          4.   VOTING.  In all meetings of shareholders, the
     holders of shares of Series E-2 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 E-2 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 E-2
     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 E-2 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 E-2 Preferred Stock.

          5.   CONVERSION.  Each share of Series E-2 Preferred
     Stock shall be convertible into shares of Common Stock at
     the rate of one (1) share of Common Stock for every $7.50
     (the "Conversion Price") in Liquidation Preference of the
     shares of Series E-2 Preferred Stock so converted 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 E-2
     Preferred Stock then outstanding and that (B) the closing
     bid 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 $10.50 (the "Mandatory Conversion Minimum").  The
     following provisions shall apply after the Series E-2
     Preferred Stock becomes convertible:

               (a)  Any holder of shares of Series E-2 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 E-2 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 E-2 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 E-2 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 E-2 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 E-2 Preferred Stock into
     shares into Common Stock, all, and not less than all, of the
     outstanding shares of Series E-2 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 E-2
     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 E-2 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 E-2 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 E-2 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 E-2 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 E-2 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 E-2 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 Price 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 Price in effect immediately prior to such
     action shall be adjusted so that the holder of any shares of
     the Series E-2 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 E-2 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 E-2 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 Price 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 E-2 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 Price shall be adjusted so that the same
     shall equal the price determined by multiplying the
     Conversion Price 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 Price 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 E-2 Preferred Stock (including the Series
     E-2 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 Price 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
     Price shall be adjusted immediately thereafter so that it
     shall equal the price determined by multiplying the
     Conversion Price 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
     Price shall be adjusted immediately thereafter so that it
     shall equal the price determined by multiplying the
     Conversion Price 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 E-2 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 Price
     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 Price, 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 E-2 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 E-2 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 Price 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 Price 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 E-2 Preferred Stock. Promptly
     after the adjustment of the Conversion Price, the
     Corporation shall mail a notice and copy of such statement
     to each holder of shares of Series E-2 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 E-2 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 E-2 Preferred Stock then
     outstanding shall have the right to convert such shares of
     Series E-2 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 E-2 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 E-2 Preferred Stock, the obligation
     to deliver to such holder of Series E-2 Preferred Stock such
     shares of stock, securities or assets as, in accordance with
     the foregoing provisions, such holder of Series E-2
     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 E-2 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 E-2 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 E-2 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 E-2 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 E-2 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 E-2 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 E-2 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
     Price is required pursuant to the terms 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
     Price.

          6.   FRACTIONAL SHARES.  The Series E-2 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 Price under Section 5(c)).  Each fractional share
     of Series E-2 Preferred Stock shall be entitled to the same
     rights and powers on a pro rata basis as a whole share of
     Series E-2 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 E-2 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 E-2 Preferred Stock made pursuant
     to this Section 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 E-2
     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 E-2 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 E-2 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
     E-2 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 E-2 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 E-2 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 E-2 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
November 2001.

                           CADIZ INC.



                                   By: /s/ Keith Brackpool
		                       ______________________________
                                     Keith Brackpool
                                     Chief Executive Officer

ATTEST:



By:  /s/ Stanley E. Speer
_____________________________
   Stanley E. Speer
   Secretary