EXHIBIT 3.5

                           CERTIFICATE OF ELIMINATION
                                       OF
                            SERIES D PREFERRED STOCK,
                           SERIES E-1 PREFERRED STOCK
                                       AND
                           SERIES E-2 PREFERRED STOCK
                                       OF
                                   CADIZ INC.

                       (PURSUANT TO SECTION 151(G) OF THE
                        DELAWARE GENERAL CORPORATION LAW)

         Cadiz Inc., a  corporation  organized  and  existing  under the General
Corporation Law of the State of Delaware (the "Corporation") does hereby certify
that the following  resolutions  respecting the Corporation's Series D Preferred
Stock,  Series E-1  Preferred  Stock and Series  E-2  Preferred  Stock were duly
adopted by the Corporation's Board of Directors:

                  WHEREAS,  no shares of the  Corporation's  Series D  Preferred
         Stock are outstanding and no shares of Series D Preferred Stock will be
         issued subject to the certificate of designations previously filed with
         respect to the Series D Preferred Stock; and

                  WHEREAS,  no  shares of the  Series  E-1  Preferred  Stock are
         outstanding  and no shares of Series E-1 Preferred Stock will be issued
         subject  to the  certificate  of  designations  previously  filed  with
         respect to the Series E-1 Preferred Stock; and

                  WHEREAS,  no shares of the Corporation's  Series E-2 Preferred
         Stock are  outstanding and no shares of Series E-2 Preferred Stock will
         be issued subject to the certificate of designations  previously  filed
         with respect to the Series E-2 Preferred Stock.

                  NOW,  THEREFORE,  IT IS HEREBY RESOLVED,  that the officers of
         the Corporation be, and each of them is hereby,  authorized,  empowered
         and directed to cause a certificate of elimination  with respect to the
         Corporation's  Series D Preferred Stock, Series E-1 Preferred Stock and
         Series E-2 Preferred  Stock to be executed and filed with the Secretary
         of the State of  Delaware  pursuant to Section  151(g) of the  Delaware
         General  Corporation  Law in order to eliminate from the  Corporation's
         certificate of  incorporation  all matters set forth in the certificate
         of designations  with respect to each of the Series D Preferred  Stock,
         the Series E-1 Preferred  Stock,  and the Series E-2  Preferred  Stock,
         respectively.





         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by its duly authorized officer this 15th day of December, 2003.

                                   CADIZ INC.



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