<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>exhibit_3-1.txt
<TEXT>
                   SECOND AMENDED AND RESTATED
                 CERTIFICATE OF DESIGNATIONS OF
                    SERIES F 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 that the Board of Directors
duly adopted the following resolutions, and these resolutions
were approved by the holders of the requisite number of
outstanding shares of the Corporation's Series F Preferred Stock
pursuant to action by written consent in accordance with Sections
228 and 242 of the General Corporation Law of the State of
Delaware.

     RESOLVED, that this Certificate of Designations, as set
forth below, amends and restates in its entirety the
Corporation's Amended and Restated Certificate of Designations of
Series F Preferred Stock filed with the Secretary of State of the
State of Delaware on November 30, 2004.

     RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Corporation by the Certificate of
Incorporation, the Board of Directors does authorize for issuance
One Hundred Thousand (100,000) shares of Preferred Stock, par
value $.01 per share, of the Corporation, to be designated
"SERIES F PREFERRED STOCK" of the presently authorized shares of
Preferred Stock.  The voting powers, designations, preferences,
and other rights of the Series F Preferred Stock authorized
hereunder and the qualifications, limitations and restrictions of
such preferences and rights are as follows:

     1.   RANKING.  The Series F Preferred Stock shall, with respect
to the payment of dividends and upon liquidation, dissolution, or
winding up, rank senior and prior to all other capital stock
issued by the Corporation.  No other class of capital stock of
the Corporation, preferred or otherwise, shall at any time rank
pari passu with the Series F Preferred Stock.

     2.   DIVIDENDS.

       (a)  In the event any dividends are declared or paid or any
other distribution is made on or with respect to the common stock,
par value $.01 per share ("COMMON STOCK") of the Corporation, the
holders of the Series F Preferred Stock as of the record date
established by the Board of Directors for such dividend or
distribution on the Common Stock shall be entitled to receive as
additional dividends (the "ADDITIONAL DIVIDENDS") an amount
(whether in the form of cash, securities or other property) equal
to the amount (and in the form) of the dividends or distribution
that such holders would have received had the Series F Preferred
Stock been converted into Common Stock as of the date immediately
prior to the record date of such dividend or distribution on the
Common Stock, such Additional Dividends to be payable on the same
payment date as the payment date for the dividend on the Common
Stock established by the Board of Directors; provided, however,
that if the Corporation declares and pays a dividend or makes a
distribution on the Common Stock consisting in whole or in part
of Common Stock, then no such dividend or distribution shall be
payable in respect of the Series F Preferred Stock on account of
the portion of such dividend or distribution on the Common Stock
payable in Common Stock and in lieu thereof the anti-dilution
adjustment in Section 5(c)(ii) below shall apply.  The record
date for any such Additional Dividends shall be the record date
for the applicable dividend or distribution on the Common Stock,
and any such Additional Dividends shall be payable to the
individual, entity or group (a "PERSON") in whose name the Series
F Preferred Stock is registered at the close of business on the
applicable record date.

       (b)  No dividend shall be paid or declared on any share of
Common Stock (other than dividends payable in Common Stock for
which an adjustment is made pursuant to Section 5(c)(ii) hereof),
unless a dividend, payable in the same consideration and manner,
is simultaneously paid or declared, as the case may be, on each
share of Series F Preferred Stock in an amount determined as set
forth in paragraph (a) above.  For purposes hereof, the term
"DIVIDENDS" shall include any pro rata distribution by the
Corporation, out of funds of the Corporation legally available
therefor, of cash, property, securities (including, but not
limited to, rights, warrants or options) or other property or
assets to the holders of the Common Stock, whether or not paid
out of capital, surplus or earnings.
(c)  Upon the conversion of any shares of Series F Preferred
Stock to shares of Common Stock pursuant to Section 5, the
Corporation will immediately pay such holder who converted shares
of Series F Preferred Stock into shares of Common stock all
dividends which the holder of such shares as of the record date
for such dividends would have received had that holder held the
Common Stock for the applicable period to the extent not already
received by that holder.

     3.   LIQUIDATION PREFERENCE.

       (a)  In the event of any liquidation, dissolution or winding
up of the Corporation, either voluntary or involuntary, the
holders of Series F Preferred Stock shall be entitled to receive
(x) prior and in preference to any distribution of any of the assets
or surplus funds of the Corporation to the holders of the Common
Stock or to any other series or class of capital stock of the
Corporation, all accrued or declared but unpaid dividends on such
shares and (y) after the payment referred to in the foregoing
clause (x) has been received, such assets in amount equal to the
amount (and in the form) of the assets that such holders would
have received had the Series F Preferred Stock been converted
into Common Stock as of the date immediately prior to the
distribution of assets of the Corporation pursuant to the
liquidation, dissolution of winding up of the Corporation sharing
parri passu (on a pro rata basis) with all holders of Common
Stock.

     4.   VOTING.

       (a)  Except as otherwise provided by applicable law and in
addition to any voting rights provided by law, for so long as the
Series F Preferred Stock is outstanding, the holders of
outstanding shares of the Series F Preferred Stock:

         (i)  shall be entitled to vote together with the holders of
              the Common Stock as a single class on all matters
              submitted for a vote of holders of Common Stock,
              including, without limitation, the election of
              directors;

         (ii) shall have such other voting rights as are specified
              in the Certificate of Incorporation or as otherwise
              provided by Delaware law; and

         (iii)shall be entitled to receive notice of any stockholders'
              meeting in accordance with the Certificate of
              Incorporation and By-laws of the Corporation.

     For purposes of the voting rights set forth in this
Section 4(a), each share of Series F Preferred Stock shall
entitle the holder thereof to cast one vote for each whole vote
that such holder would be entitled to cast had such holder
converted its Series F Preferred Stock into shares of Common
Stock as of the date immediately prior to the record date for
determining the stockholders of the Corporation eligible to vote
on any such matter.

       (b)  [DELETED]

       (c)  [DELETED]

       (d)  For so long as the Series F Preferred Stock is
outstanding, the Corporation shall not, without the written consent
or affirmative vote of at least one of the Series F Preferred
Directors, create, authorize or issue any class, series or shares
of Preferred Stock or any other class of capital stock.

     5.   CONVERSION.  The holders of Series F Preferred Stock shall
have conversion rights as follows:

       (a)  Each share of Series F Preferred Stock shall be
convertible into 17.28955 shares of Common Stock of the Corporation
(the "Conversion Number"), at the option of the holder thereof at
any time following issuance.  Conversion of the shares of Series F
Preferred Stock at the option of the holder thereof shall be
effected by delivery, to the office of the Corporation or to any
transfer agent for such shares, of duly endorsed certificates for
the shares being converted and of written notice to the
Corporation that the holder elects to convert such shares.
Conversion of the shares of Series F Preferred Stock shall be
deemed to occur immediately prior to the close of business on the
date the latter of the shares and the notice are delivered.
Holders of Series F Preferred Stock entitled to receive Common
Stock upon conversion of the Series F Preferred Stock shall be
treated for all purposes as the record holders of such shares of
Common Stock on the date conversion is deemed to occur.  The
Corporation shall not be obligated to issue certificates
evidencing shares of Common Stock issuable upon conversion of the
Series F Preferred Stock unless the certificates evidencing such
shares of Series F Preferred Stock being converted are either
delivered to the Corporation or its transfer agent as provided
above, or the holder notifies the Corporation or its transfer
agent that such certificates have been lost, stolen or destroyed
and executes an agreement, and at the Corporation's election
provides a surety bond or other security, satisfactory to the
Corporation to indemnify the Corporation from any loss incurred
by it in connection with such certificates.  The Corporation
shall, as soon as practicable after such delivery, or such
agreement and indemnification in the case of a lost certificate,
issue and deliver at such office a certificate or certificates
for the number of shares of Common Stock to which the holder of
Series F Preferred Stock is entitled and a check payable to the
holder of Series F Preferred Stock for any cash due with respect
to fractional shares.

       (b)  Each share of Series F Preferred Stock shall be
convertible into 17.28955 shares of Common Stock of the Corporation
(the "Conversion Number") at the option of the Corporation provided
that the Aggregate Series F Holdings (as defined in Section 8(f)
hereof) of the holders of the Series F Preferred Stock is less
than 5% of the Common Stock of the Corporation (on a Fully-
Diluted Basis).  In the event of an election by the Corporation
to convert Series F Preferred Stock into shares of Common Stock,
all, and not less than all, of the outstanding shares of Series F
Preferred Stock shall be converted automatically on the date of
such election (the "Mandatory Conversion Date") without any
further action by the holders of such shares and whether or not
the certificates representing outstanding shares are surrendered
to the Corporation or its transfer agent.  The Corporation shall
not be obligated to issue certificates evidencing the shares of
Common Stock issuable upon such conversion unless the
certificates evidencing such shares of Series F Preferred Stock
are either delivered to the Corporation or its transfer agent as
provided below, or the holder notifies the Corporation or its
transfer agent that such certificates have been lost, stolen or
destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred
by it in connection with such certificates.  The Corporation
shall cause a notice to be mailed to each holder of Series F
Preferred Stock, by overnight courier service or by first class
mail, postage prepaid, mailed not more than ten (10) business
days following the Mandatory Conversion Date, at such holder's
address as the same appears on the records of the Corporation
(the "Mandatory Conversion Notice").  Each such notice shall
specify (i) the Mandatory Conversion Date, (ii) the number of
shares to be converted, and (iii) the place or places where
certificates for such shares are to be surrendered for
conversion.  Promptly following receipt of the Mandatory
Conversion Notice, each holder of Series F Preferred Stock shall
surrender the certificate or certificates for such shares at the
office of the Corporation (or at such other place as the
Corporation may designate by notice to the holders of shares of
Series F Preferred Stock) during regular business hours, duly
endorsed to the Corporation in blank, in form reasonably
satisfactory to the Corporation.  Such written notice shall
instruct the Corporation where to deliver the certificate or
certificates representing the Common Stock issuable upon such
conversion.  The Corporation shall, as soon as reasonably
practicable following the Mandatory Conversion Date and after
such deposit of certificates for shares of Series F Preferred
Stock, accompanied by the written notice above prescribed, issue
to the holder for whose account such shares were surrendered, or
to his nominee, a certificate or certificates representing the
number of shares of Common Stock to which such holder is entitled
upon such conversion, and shall deliver such certificate or
certificates in accordance with the instructions of the holder.
Conversion shall be deemed to have been made as of the Mandatory
Conversion Date irrespective of the date of surrender of
certificates for the shares of Series F Preferred Stock to be
converted and the delivery of written notice as hereinabove
provided; and the person entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder of such Common Stock effective as of the
Mandatory Conversion Date.

       (c)   Reorganization, Reclassification, Consolidation,
Merger or Sale, etc.

         (i)  If the Corporation at any time subdivides (by any
              stock split, stock dividend (other than stock dividends
              as to which a dividend is simultaneously paid or
              declared with respect to Series F Preferred Stock
              pursuant to Section 2(b) hereof)recapitalization or
              otherwise) its outstanding shares of its Common Stock
              into a greater number of shares, the Conversion Number
              in effect immediately prior to such subdivision will be
              proportionately increased, and if the Corporation at
              any time combines (by reverse stock split or otherwise)
              one or more classes of its outstanding shares of its
              Common Stock, the Conversion Number in effect
              immediately prior to such combination will be
              proportionately decreased concurrently with the
              effectiveness of such event.

         (ii) In case the Corporation shall declare a dividend or
              make any other distribution upon any stock of the
              Corporation payable in Common Stock or options to
              purchase shares of Commons Stock or securities
              convertible into shares of Common Stock for no
              consideration without making a ratable distribution
              thereof to holders of Series F Preferred Stock (based
              upon the number of shares of Common Stock into which
              such Series F Preferred Stock would be convertible,
              assuming conversion of the Series F Preferred Stock),
              then the Conversion Number in effect immediately prior
              to the declaration of such dividend or distribution
              shall be proportionately increased, concurrently with
              the effectiveness of such declaration.

         (iii)Any capital reorganization, reclassification,
              consolidation, merger or sale of all or substantially
              all of the Corporation's assets to another Person
              which is effected in such a way that holders of Common
              Stock are entitled to receive (either directly or upon
              subsequent liquidation) stock, securities or assets
              with respect to or in exchange for Common Stock is
              referred to herein as an "Organic Change."  Prior to
              the consummation of any Organic Change, the Corporation
              will make appropriate provisions to insure that each of
              the holders of Series F Preferred Stock will thereafter
              have the right to acquire and receive such shares of
              stock, securities or assets as such holder would have
              received in connection with such Organic Change if such
              holder had converted its Series F Preferred Stock into
              shares of Common Stock immediately prior to such Organic
              Change.  The Corporation will not effect any such
              consolidation, merger or sale, unless prior to the
              consummation thereof, the successor corporation (if other
              than the Corporation) resulting from consolidation or
              merger or the Corporation purchasing such assets assumes
              by written instrument the obligation to deliver to each
              such holder such shares of stock, securities or assets
              as, in accordance with the foregoing provisions, such
              holder may be entitled to acquire.

       (d)  No fractional shares of Common Stock shall be issued
upon conversion of the shares of Series F Preferred Stock.  In lieu
of any fractional shares to which the holder of Series F Preferred
Stock would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the then effective fair
market value of the Common Stock (which shall be determined in
good faith by the Board of Directors if there is then no current
market for the Common Stock).

       (e)  The issuance of certificates for shares of Common Stock
upon conversion of the Series F Preferred Stock shall be made without
charge to the holders thereof for any issuance tax in respect
thereof, provided that the Corporation shall not be required to
pay any income or similar taxes of a holder arising in connection
with a conversion or any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any
certificates in a name other than that of the holder of the
Series F Preferred Stock which is being converted.

       (f)  The Corporation will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by the Corporation but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 5 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion
rights of the holders of the Series F Preferred Stock against
impairment.

       (g)   In the event of any taking by the Corporation of a
record of the holders of any class of securities of the Corporation
for the purpose of determining the holders thereof who are entitled
to receive any dividend or distribution, the Corporation shall
mail to each holder of Series F Preferred Stock at least ten (10)
days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of
such dividend or distribution.

       (h)  The Corporation shall reserve and keep available out
of its authorized but unissued Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to effect
conversion of the Series F Preferred Stock and the issuance of
Common Stock to the holders of the Series F Preferred Stock.

       (i)  All shares of the Series F Preferred Stock acquired
by the Corporation by reason of purchase, conversion or otherwise
shall resume the status of authorized but unissued shares of
Preferred Stock, without designation as to series, until such shares
are once more designated as part of a particular series by the Board
of Directors.

     6.   NO RIGHT OF REDEMPTION.  The Corporation shall have no
right whatsoever to redeem all or any number of the outstanding
shares of the Series F Preferred Stock at any time.

     7.   PREEMPTIVE RIGHTS.

       (a)  Subject to paragraphs (c) and (d), for so long as
any shares of the Series F Preferred Stock are outstanding, the
Corporation shall not issue, sell, or exchange, or agree to
issue, sell, or exchange, to any Person or entity, whether from
treasury shares, from the issuance of authorized but unissued
shares, or otherwise, any equity securities (or any securities
convertible into or excercisable or exchangeable therefor) (any
of which, the "CORPORATION EQUITY SECURITIES"), unless the
Corporation shall have first offered to sell (the "CORPORATION
OFFER") to holders of Series F Preferred Stock such number of
securities at the same price and on the same terms (the
"CORPORATION OFFER SALE PRICE") and in such quantity as will
enable holders of Series F Preferred Stock to maintain their
percentage ownership of Common Stock of the Corporation on a
Fully-Diluted Basis.  The Corporation Offer by its terms shall
remain open and irrevocable for a period of thirty (30) days from
the date it is delivered by the Corporation to holders of Series
F Preferred Stock (the "PREEMPTIVE RIGHTS OFFER PERIOD").

       (b)  Notice of the intention of the holders of the
Series F Preferred Stock to accept a Corporation Offer made
pursuant to this Section 7 shall be evidenced by a writing
signed by holders of Series F Preferred Stock and delivered to
the Corporation prior to the end of the Preemptive Rights Offer
Period, setting forth the portion of the Corporation Equity
Securities which the holders of Series F Preferred Stock elect
to purchase (the "NOTICE OF ACCEPTANCE").

       (c)  In the event that a Notice of Acceptance is not
given by holders of Series F Preferred Stock in respect of all or
any part of the Corporation Equity Securities, the Corporation
shall have sixty (60) days from the expiration of the Preemptive
Rights Offer Period to sell or enter into an agreement to sell
all or the part of the Corporation Equity Securities set forth in
the Corporation Offer not purchased by the holders of Series F
Preferred Stock, as the case may be, to any other person or
persons, on terms and conditions, including, without limitation,
price, which are no more favorable to such other person or
persons or less favorable to the Corporation or the holders of
Series F Preferred Stock than the Corporation Offer Sale Price.
Upon the earlier of (i) sixty (60) days from delivery of a Notice
of Acceptance or (ii) the closing of the sale of the securities
not accepted in the Notice of Acceptance, the Corporation shall
sell to the holders of Series F Preferred Stock the Corporation
Equity Securities in respect of which a Notice of Acceptance was
delivered to the Corporation by the holders of Series F Preferred
Stock, and which were not sold to any other person, on the terms
specified in the Notice of Acceptance.

       (d)  Any Corporation Equity Securities not purchased by
the holders of Series F Preferred Stock or other person or
persons in accordance with paragraph (c) above may not be sold or
otherwise disposed of until they are again offered to the holders
of Series F Preferred Stock under the procedures specified in
paragraphs (a), (b) and (c).

       (e)  The rights of holders of Series F Preferred Stock
under paragraphs (a), (b), (c) and (d) shall not apply to the
following securities:

         (i)  Corporation Equity Securities issued in any
              transaction described in Section 5(c);

         (ii) Corporation Equity Securities issued by the
              Corporation upon the conversion of any securities
              which are convertible or exchangeable into capital
              stock of the Corporation and which are outstanding
              as of the date hereof;

         (iii)Corporation Equity Securities issued by the
              Corporation upon the conversion of any securities
              which (x) are convertible or exchangeable into
              capital stock of the Corporation and (y) were issued
              under the procedures specified in paragraphs (a),
              (b) and (c);

         (iv) Corporation Equity Securities issued by the
              Corporation under the Management Incentive Plan;

         (v)  Corporation Equity Securities issued by the
              Corporation to any officer, director or employee of
              the Corporation as remuneration for services rendered
              to the Corporation; provided, however, that at least
              one of the Series F Preferred Directors voted to
              authorize such issuance;

         (vi) Corporation Equity Securities issued by the
              Corporation to any consultant pursuant to
              compensation procedures approved by the Board of
              Directors of the Corporation including the consent
              of at least one of the Series F Preferred Directors;

         (vii)Corporation Equity Securities issued in
              connection with the acquisition of all or part of
              another entity or in connection with a joint venture
              or such other strategic investment, which transaction
              is approved by at least one of the Series F Preferred
              Directors; and

         (viii)Corporation Equity Securities issued pursuant
              to the conversion of the Series F Preferred Stock
              pursuant to the terms hereof.

     8.   DEFINITIONS:

       (a)  [DELETED]

       (b)  [DELETED]

       (c)  "CRE" means Cadiz Real Estate LLC, a Delaware
limited liability company.

       (d)  "FULLY-DILUTED BASIS" means, with respect to the
calculation of the number of shares of Common Stock into which
the Series F Preferred Stock is convertible, the sum of (i) all
Common Stock outstanding at the time of such determination, (ii)
all Common Stock issuable upon the exchange, exercise or
conversion of all warrants, options, convertible securities or
other such instruments then outstanding (whether or not such
instruments are then exercisable) including, but not limited to,
the equity securities issued under the Management Equity
Incentive Plan, but excluding (x) 16,600 shares of Common Stock
issuable upon exercise of outstanding warrants with an exercise
price in excess of $25, (y) shares of Common Stock issuable upon
exercise of 55,550 outstanding stock options with an exercise
price in excess of $25, and (z) 20,000 shares of Common Stock
conditionally issuable to a consultant to the Company upon
achievement of certain financial targets, and (iii) all other
Common Stock issuable as a result of any anti-dilution
adjustments and pre-emptive or similar rights granted to any
other holder of the Corporation's Common Stock.

       (e)  "MANAGEMENT EQUITY INCENTIVE PLAN" means that
certain plan pursuant to which continuing employees of the
Corporation shall be issued Common Stock and/or granted
securities convertible into Common Stock in an aggregate amount
of up to 1,472,051 shares of Common Stock.

       (f)  "AGGREGATE SERIES F HOLDINGS" means, as of any applicable
measurement date, the sum of (i) the number of shares of Common
Stock of the Corporation into which the then outstanding Series F
Preferred Stock is convertible, plus (ii) the aggregate number of
shares of Common Stock of the Corporation issued to the holders
of Series F Preferred Stock by the Corporation upon prior
conversions of Series F Preferred Stock which have not been sold
by, and which remain beneficially held by, the holders of Series
F Preferred Stock and/or their affiliates.

       (g)  [DELETED]

     9.   TRANSFERABILITY.  All outstanding shares of the Series F
Preferred Stock may be transferred to any one person or entity at
any time and it shall be the obligation of the Company to
recognize and effectuate such transfer.  In the event that any
holder of Series F Preferred Stock desires to transfer less than
100% of the then outstanding Series F Preferred Stock, such
holder may only do so by first converting such shares of Series F
Preferred Stock to be sold into common stock pursuant to
Section 5 hereof.

     IN WITNESS WHEREOF, CADIZ INC., has caused this Second
Amended and Restated Certificate of Designations to be signed by
Keith Brackpool, its Chief Executive Officer, this 30th day of
June, 2006.

                    CADIZ INC.



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



</TEXT>
</DOCUMENT>
