SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      August 11, 2005

Mr. Todd C. Crow
Secretary and Chief Financial Officer
The RiceX Company
Ms. Patricia McPeak
Chief Executive Officer
NutraCea
1261 Hawk`s Flight Court
El Dorado Hills, CA 95762

Re:	The RiceX Company
Preliminary Proxy Statement on Schedule 14A
Filed July 15, 2005
File No.  0-24285

      NutraCea
Preliminary Proxy Statement on Schedule 14A
Filed July 15, 2005
      File No.  0-32565

Dear Mr. Crow and Ms. McPeak:

	This is to advise you that we have conducted a limited review
of
the above proxy statements and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Confidential Treatment Request

1. We note that you have a pending application for confidential
treatment.  We may have additional comments upon review of the
application.  We may grant, deny or grant in part and deny in part
your request.  We will not be in a position to complete the
processing of your filing until all unresolved issues, including
the
confidential treatment request, are resolved.

Schedules 14A for RiceX Company and NutraCea
2. We note that you are issuing shares of NutraCea common stock to
the shareholders of RiceX in connection with the merger; however,
you
have not filed a registration statement on Form S-4 to register
these
shares.  Please advise us when you intend to file the Form S-4 to
register the shares or why you believe registration is
unnecessary.
If applicable, indicate the exemption from registration that you
are
relying on, the number of persons that will receive NutraCea
shares
and, if applicable, the class(es) of persons who will receive such
shares.  We may have additional comments.
3. We note you include a proposal to approve an amendment to
NutraCea`s bylaws to increase the number of directors that may
serve
on NutraCea`s board.  Please tell us what thought you have given
to
including the information required by Item 7 of Schedule 14A,
including the information about committees.
4. We note you include a proposal to approve the NutraCea 2005
Equity
Incentive Plan.  Please provide the tabular information required
by
Item 10(a)(2).

Closing Comments

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Carrie Darling, Staff Attorney, at (202) 551-
3724 with any questions. If you require further assistance, you
may
contact Timothy Levenberg, Special Counsel, at (202) 551-3707, or
the
undersigned at (202) 551-3740.

						Sincerely,

						H. Roger Schwall
						Assistant Director

cc:	Mike De Angelis, Esq. (916-446-1611)
	Deepak Nanda, Esq. and Jason Lavender, Esq. (310-557-8475)
      C. Darling
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Mr. Crow and Ms. McPeak
The RiceX Company/NutraCea
August 11, 2005
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