SecProbe.io

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                                                400 Capitol Mall, Eleventh Floor
August  15,  2005                               Sacramento, CA 95814
                                                916.558.6000 : 916.446.1611 FAX
                                                : www.weintraub.com

                                                [GRAPHIC OMITTED]
VIA  EDGAR  AND  OVERNIGHT  DELIVERY            MERITAS LAW FIRMS WORLDWIDE
------------------------------------
                                                KEVIN KELSO
                                                916.558.6110 DIRECT
Securities  and  Exchange  Commission           kkelso@weintraub.com
Division  of  Corporate  Finance
450  Fifth  Street,  N.W.
Washington,  D.C.  20549
Attention:     H.  Roger  Schwall,  Esq.

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.  Schwall:

     This  letter  responds to the comments in the letter dated August 11, 2005,
from Mr. H. Roger Schwall of the Staff of the Securities and Exchange Commission
(the "COMMISSION") regarding the above-referenced preliminary proxy statement of
NutraCea  ("NUTRACEA") and The Ricex Company ("RICEX").  The responses below are
provided  on  behalf  of  both  NutraCea  and  RiceX,  and have been numbered to
correspond  with  the  comments  in  the  August  11,  2005  letter.

Confidential  Treatment  Request
--------------------------------

COMMENT  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

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Securities  and  Exchange  Commission
Division  of  Corporate  Finance
August  15,  2005
Page 2

processing  of  your  filing  until  all  unresolved  issues,  including  the
confidential  treatment  request,  are  resolved.

RESPONSE  TO  COMMENT  1

     NutraCea's  application  for confidential treatment relates to a technology
agreement  and  a  distribution  agreement  filed  as  Exhibits 10.7 and 10.8 to
NutraCea's  Annual  Report  on Form 10-KSB for the year ended December 31, 2004,
which  was  filed  with the Commission on March 31, 2005.  Ms. Carrie Darling of
the  Staff  has had telephone conversations with Todd Wilson of this firm (which
represents  NutraCea)  and  with  Deepak  Nanda  of Foley & Lardner LLP, RiceX's
counsel,  concerning  the  application.  NutraCea  and RiceX understand that the
application  for  confidential  treatment  will  be  reviewed  and  resolved  in
connection  with  the  Staff's  review  of  the  proxy  statement.

Schedules  14A  for  RiceX  Company  and  NutraCea
--------------------------------------------------

COMMENT  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.

RESPONSE  TO  COMMENT  2

     As  disclosed  in  the  proxy  statement,  the  securities  to be issued by
NutraCea  to  the  security  holders  of  RiceX  will  be issued pursuant to the
exemption from federal registration requirements provided by Section 3(a)(10) of
the  Securities Act of 1933 as amended (the "ACT"), following a fairness hearing
pursuant  to  Section  25142  of the California Corporations Code.  Numerous SEC
no-action  letters  have  confirmed  the  availability  of  the Section 3(a)(10)
exemption  in  merger  transactions  based  on  fairness  hearings

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Securities  and  Exchange  Commission
Division  of  Corporate  Finance
August  15,  2005
Page 3

conducted  by  the  California  Department  of Corporations.  We have separately
faxed  to the Staff an example of such a no-action letter involving the issuance
of  securities in a merger transaction in reliance on Section 3(a)(10) following
a  California  fairness  hearing.

     The  staff  of  the  Commission has previously recognized that the fairness
hearing  procedure  authorized  by  Section 25142 of the California Corporations
Code  satisfies the requirements contained in Section 3(a)(10) if (i) there is a
hearing on the fairness of the terms and conditions of the issuance and exchange
of the securities, (ii) each shareholder to whom a corporation proposes to issue
securities  is  provided  notification  of  the hearing and an opportunity to be
heard  at  such  hearing, (iii) the California Commissioner of Corporations (the
"COMMISSIONER")  approves  the  fairness  of  the  terms  and  conditions of the
exchange  offer,  and (iv) the Commissioner is advised prior to the hearing that
if  the  terms  and  conditions  are  approved,  the securities to be issued and
exchanged  will  not be required to be registered under the Act by virtue of the
Commissioner's  approval.

     A fairness hearing was held at the California Department of Corporations on
July  12,  2005,  concerning  the  issuance of securities in the proposed merger
transaction.  Each  security  holder  of  both  RiceX  and NutraCea was provided
notification  of  the  hearing  and  an  opportunity to be heard at the hearing.
Following  the  hearing,  the  Commissioner  found that the issuance of NutraCea
securities  in  the  proposed  merger  transaction  was fair and issued a permit
qualifying  the  issuance of securities in the transaction.  The Commissioner of
Corporations  was  advised  prior  to  the  hearing  that,  upon  a  favorable
determination  of  the  Commissioner  and  issuance  of  a  permit following the
hearing,  NutraCea securities to be issued in the merger would not be registered
under  the  Act in reliance upon the exemption from registration available under
Section  3(a)(10).  Accordingly,  the companies believe that all conditions have
been  satisfied  in  connection  with  the  fairness hearing and issuance of the
permit  by  the  Commissioner  and that no registration statement on Form S-4 is
required  in  connection  with  the  transaction.

COMMENT  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

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Securities  and  Exchange  Commission
Division  of  Corporate  Finance
August  15,  2005
Page 4

what  thought  you have given to including the information required by Item 7 of
Schedule  14A,  including  the  information  about  committees.

RESPONSE  TO  COMMENT  3

     As  discussed  with  the  Staff on the telephone, while NutraCea is seeking
stockholder  approval  of  an amendment to the Bylaws to increase the authorized
number  of  directors,  no  directors  will be elected at the special meeting to
which  the  proxy  statement  relates,  and  proxies are not being solicited for
election of directors.  NutraCea does, however, intend to hold a separate annual
meeting  of stockholders after completion of the merger, at which directors will
be  elected  by  the  stockholders.  That  annual  meeting will be preceded by a
separate  proxy  statement  that  includes  required  disclosures, including the
information  required  by  Item  7  of  Schedule  14A.

COMMENT  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).

RESPONSE  TO  COMMENT  4

     As  disclosed  in  the  proxy statement in Proposal Form, under the heading
"New  Plan  Benefits" (approximately page 151 of the proxy statement), there are
no  awards  contemplated  under the NutraCea 2005 Equity Incentive Plan that are
reasonably  determinable  at  this  time.  Accordingly,  as NutraCea believes is
typical  in  such  situations  where  a  new  plan  is  being  submitted  to the
stockholders  for  approval  but  no grants have been approved or are reasonably
determinable  at  the  time  of  the proxy statement, no tabular presentation is
included  with  respect  to the 2005 Equity Incentive Plan.  The proxy statement
does,  however,  include disclosure concerning option grants made during 2004 to
NutraCea's  directors  and  named  executive  officers.

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Securities  and  Exchange  Commission
Division  of  Corporate  Finance
August  15,  2005
Page 5

     Both  NutraCea and RiceX desire that the proxy statement be mailed to their
respective  stockholders  at  the  earliest  practicable  date.  If you have any
further  comments  or  questions,  please  contact  Mike De Angelis of this firm
(counsel  to NutraCea) at (916) 558-6164 or Deepak Nanda of Foley & Lardner, LLP
(counsel  to  RiceX),  at  310-975-7912.

Very  truly  yours,

WEINTRAUB  genshlea  chediak  sproul
a  law  corporation

/s/  Kevin  Kelso

C.  Kevin  Kelso

Cc:  Carrie  Darling,  Esq.  (SEC)
     Mr.  Todd  C.  Crow  (The  RiceX  Company)
     Ms.  Patricia  McPeak  (NutraCea)
     Mr.  Brad  Edson  (NutraCea)

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