CERTIFICATE OF ELIMINATION
                             OF
       SERIES A JUNIOR PARTICIPATING 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 A Junior
Participating Preferred Stock were duly adopted by the
Corporation's Board of Directors:

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


     IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its duly authorized officer this
day of March, 2004.

                              CADIZ INC.



                              By:
                                 ------------------------------
                                 Jennifer Hankes Painter
                                 Secretary