EXHIBIT 3.11

                            CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATE OF DESIGNATIONS OF
                           SERIES E-2 PREFERRED STOCK
                                       OF
                                   CADIZ INC.


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

         FIRST:  That on November 28, 2001, the  Certificate of  Designations of
Series E-2  Preferred  Stock of the  Corporation  was filed in the Office of the
Secretary of State of Delaware;

         SECOND:  That on November 4, 2002, at a telephonic meeting of the Board
of Directors of the Corporation, the following resolutions were duly adopted:

         RESOLVED,  that the Board of Directors hereby declares it advisable and
in  the  best  interests  of the  Corporation  and  its  stockholders  that  the
Certificate of  Designations  of Series E-2 Preferred  Stock of the  Corporation
(the "Series E-2 Certificate of Designations") be amended as follows:

         1. The first  sentence  of Section 5 of the Series E-2  Certificate  of
Designations  (entitled  "CONVERSION") is hereby amended to delete the reference
to "$7.50" in the third line  thereof and to insert in lieu  thereof a reference
to "$5.25."

         2.  Paragraph  (a)  of  Section  7 of the  Series  E-2  Certificate  of
Designations (entitled "MANDATORY REDEMPTION") is hereby amended and restated to
read in its entirety as follows:

                  "(a) The  Corporation  shall redeem on July 16, 2006,  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."

         THIRD:  That  all  of  the  holders  of the  Corporation's  Series  E-2
Preferred Stock have consented in writing to the aforesaid amendment.

         FOURTH:  That said  amendment was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.





         IN WITNESS  WHEREOF,  CADIZ  INC.,  has caused this  Certificate  to be
signed by Stanley  E.  Speer,  its Chief  Financial  Officer,  and  attested  by
Jennifer Hankes Painter, its Secretary, this 31st day of December, 2002.

                                   CADIZ INC.



                                   By:   /s/ 31Stanley E. Speer
                                        ---------------------------------
                                         Chief Financial Officer

ATTEST:



By:    /s/ Jennifer Hankes Painter
      ------------------------------
      Secretary