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CORRESP
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[THE RICEX COMPANY
LETTERHEAD]

June 21, 2005

VIA EDGAR –
CORRESPONDENCE FILING

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W., Stop 4-5

Washington, D.C. 20549

Attn: Jonathan Duersch

Re:
The RiceX Company

Form 10-KSB for Fiscal Year Ended December 31, 2004, Filed March 30, 2005

Form 10-QSB for Fiscal Quarter Ended March 31, 2005, Filed May 16, 2005

SEC File No. 0-24285

Dear Mr. Duersch:

        We
are in receipt of your letter dated June 13, 2005 requesting that we provide the
Securities and Exchange Commission (the “Commission”) with certain additional
information regarding the matters discussed in the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004, filed with the Commission by The RiceX Company (the
“Company”) on March 31, 2005. This letter sets forth the information requested
in that letter. For your convenience, the paragraphs included in this letter are numbered
to correspond with the issues raised in your letter.

      Comment
1a.

        Expand
your disclosure to identify, by contract type, the significant contract terms under which
you sell your products. Clearly compare and contrast how you apply each revenue
recognition criteria, prescribed by SAB Topic 13A, to your sales contract terms. Refer to
SAB Topic 13A.

      Company
Explanation.

        The
Company derives its revenue primarily from product sales. Product is shipped only when an
approved purchase order is received. Products shipped by the Company are generally sold
FOB Origin, with the customer taking title to the product once it leaves our warehouse via
common carrier. At this point, the price to the customer is fixed and determinable, and
collectibility is reasonably assured. On occasion, we enter negotiated sales agreements to
provide products to governments in underdeveloped countries. In these situations, each
contract is individually evaluated to determine appropriate revenue recognition. Each
delivery is generally considered to be a separate unit of accounting for the purposes of
revenue recognition and, in all instances, persuasive evidence of an arrangement,
delivery, pricing and collectibility must be determined or accomplished, as applicable,
before revenue is recognized. In addition, if the contract includes customer acceptance
provisions, no revenue is recognized until customer acceptance occurs. The Company is not
obligated, under the terms of its contracts, to refund payments for which shipments have
been made and, if applicable, accepted, even under circumstances in which the Company
would be unable to fulfill the remaining balance of product ordered under the contract.

        For
year ended December 31, 2003 zero revenue was recorded from product sales to
underdeveloped countries. In the case of underdeveloped country revenue recorded during
the year ended December 31, 2004, we received notification of customer acceptance
occurring on January 14, 2004 in the amount of $238,900, on June 17, 2004 in the amount of
$238,900, and on December 30, 2004 in the amount of $60,870. The amount of revenue
recognized, $538,670, was determined pursuant to the terms of the memorandum of
understanding between the Company and the customer. The specific amounts of revenue
recognized upon each partial shipment of the products was determined by the Company by
allocating a portion of the aggregate purchase price to each such shipment, based upon the
proportion that the amount of products contained in each such shipment bears to the total
amount of products delivered under the memorandum of understanding.

      Comment
1b.

        Expand
your disclosures to identify how you account for sales in which a third party financing
arrangement is involved, such as those described on page 19.

      Company
Explanation.

        Regarding
sales from underdeveloped countries in which third party financing is involved, all such
revenue derived under these arrangements are historically prepaid prior to any shipments
of our product. Revenue is accounted for at the point of shipment FOB Origin, unless
accompanied by a memorandum of understanding detailing the requirement of customer
acceptance in order to transfer title, in which case revenue is recognized at the time of
such acceptance.

      Comment
1c.

        Expand
your disclosures to describe your policy concerning royalty revenue recognition and, if
significant, separately present royalty revenues as a component of sales on the face of
your statement of operations.

      Company
Explanation.

        Royalty
fees are not significant and are recognized when it is probable that an economic benefit
will flow to the Company, the amount of the benefit can be reliably measured and
collectibility is reasonably assured. Our policy was not disclosed for the years ended
December 31, 2004 and 2003, since royalty revenue was zero.

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      Comment
1d.

        Demonstrate
how it is appropriate to recognize revenue when products are shipped rather than when
delivered and describe how you determined risk of loss had transferred related to sales
recorded in fiscal years 2004 and 2003.

      Company
Explanation.

        Please
refer to our response to Comment 1a, which addresses revenue recognition when products are
shipped and identifies the manner in which risk of loss is transferred.

        Based
on the responses provided to the Commission in this letter, and on the information in the
Company’s financial statements and the related notes set forth in the Company’s
reports which are the subject of this letter, the Company proposes and hereby requests
that the expanded disclosure explained above be made in all future reports of the Company.

        Please
contact directly the attorney for the Company, Deepak Nanda, Esq., at (310) 975-7912, with
any questions or comments regarding this matter. Mr. Nanda’s facsimile number is
(310) 557-8475.

        Thank
you for your consideration.

     THE RICEX COMPANY

     By: /s/ Todd C. Crow

           Todd C. Crow

           Chief Financial Officer

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