EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   CADIZ INC.

                    Adopted in accordance with the provisions
                  of Section 242 of the General Corporation Law
                            of the State of Delaware

         Cadiz Inc. (the "Corporation"), a corporation organized and existing by
virtue of the General Corporation Law of the State of Delaware,  as amended (the
"DGCL"), by its duly authorized officers, hereby certifies as follows:

         FIRST:  That the Board of Directors of the Corporation has duly adopted
a  resolution  authorizing  the  Corporation  to  reclassify  and change each 25
outstanding shares of the Corporation's Common Stock, par value one cent ($0.01)
per share,  into one (1) share of Common  Stock,  par value one cent ($0.01) per
share.

         SECOND:  That,  pursuant to authorization  by the affirmative  vote, in
accordance  with the provisions of the DGCL, of the holders of a majority of the
outstanding voting shares of Common Stock and Preferred Stock of the Corporation
entitled to vote thereon at a special meeting of stockholders of the Corporation
held on August 21, 2003, the Certificate of  Incorporation of the Corporation be
amended by adding a new paragraph to Article FOURTH to read as follows:

                  "C.  Each  25 shares of  the Common Stock,  par value one cent
         ($0.01) per share, of the Corporation issued and outstanding or held in
         treasury as of 12:01 a.m.  Los Angeles  time on December  15, 2003 (the
         "Effective  Time") shall be  reclassified as and changed into one share
         of  Common  Stock,  par  value  one  cent  ($0.01)  per  share,  of the
         Corporation,   without  any  action  by  the  holders   thereof.   Each
         stockholder who, immediately prior to the Effective Time, owns a number
         of shares of Common  Stock which is not evenly  divisible  by 25 shall,
         with respect to such fractional  interest,  be entitled to receive from
         the  Corporation  cash in an amount equal to such  fractional  interest
         multiplied by the average of the high and low sales prices (as adjusted
         to  reflect  the  reverse  stock  split)  of the  Common  Stock as last
         reported  in the OTC U.S.  Market  immediately  prior to the  Effective
         Time."

         THIRD:  That  the  amendment  to  the   Corporation's   Certificate  of
Incorporation  set forth  herein has been duly  adopted in  accordance  with the
provisions of Section 242 of the DGCL.

         IN WITNESS  WHEREOF,  the Corporation has caused this certificate to be
executed on its behalf by Keith  Brackpool,  its  Chairman  and Chief  Executive
Officer, on this 15th day of December, 2003.


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


ATTEST:


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