                                                                     EXHIBIT 3.9

                            CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATE OF DESIGNATIONS OF
                           SERIES E-1 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 October 22, 2001, the  Certificate of  Designations  of
Series E-1  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  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-1 Preferred  Stock of the  Corporation
(the "Series E-1 Certificate of Designations") be amended as follows:

         1.  The first  sentence of Section 5 of the Series E-1  Certificate  of
Designations  (entitled  "CONVERSION") is hereby amended and restated to read in
its entirety as follows:

                  "Each share of Series E-1 Preferred Stock shall be convertible
into shares of Common Stock 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-1  Preferred  Stock
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")."

         2.  The third sentence  of Section 5 of the Series E-1  Certificate  of
Designations  (entitled  "CONVERSION") is hereby amended and restated to read in
its entirety as follows:

                  "The  Conversion  Price  shall be equal to $5.25,  subject  to
adjustment as set forth in this Certificate of Designations."


<PAGE>


         3.  Paragraph  (a)  of  Section  7 of the  Series  E-1  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-1  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-1
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 _31_th day of December, 2002.

                                   CADIZ INC.



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



ATTEST:



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

