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CORRESP
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      Nutracea Corresp 11-10-2005

      November
        10, 2005

                  Roger
                    D. Linn

                Via
                  EDGAR and Federal Express

                  916.558.6064
                    direct

                  rlinn@weintraub.com

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549

                Attention:

                Gary
                  Newberry

      Mail
        Stop
        7010

                Re:

                NutraCea

      Form
        10-KSB for Fiscal Year Ended December 31, 2004

      Forms
        10-QSB for Fiscal Quarters ended March 31, 2005 and June 30,
        2005

      File
        No. 0-32565

      Dear
        Mr.
        Newberry:

      On
        behalf
        of NutraCea, a California corporation (“NutraCea”),
        we are
        responding to the comments in your letter dated October 21, 2005 relating
        to
        NutraCea’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
        2004, (the “10-KSB”).
        The
        responses below were provided by NutraCea, and have been numbered to correspond
        with the comments in your October 21, 2005 letter.

      FORM
        10-KSB for Fiscal Year Ended December 31, 2004

      Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operations

      Results
        of Operations, page 13

      COMMENT
        1:

      You
        have
        disclosed $20.0 million of non-cash operating expenses in 2004 and 1.6 million
        of non-cash operating expenses in 2003. Revise your filing to describe the
        significant components of your non-cash operating expenses in order to provide
        an understanding of your results of operations, as required by Regulation
        S-B
        Item 303(b)(1)(vi). This discussion should include an explanation of the
        underlying reasons of implications of those matters. Refer to financial
        Reporting Codification Section 501.12.b.4 for further guidance.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      November
        10, 2005

      Page
        2

      RESPONSE
        TO COMMENT 1

      NutraCea
        proposes to expand the third paragraph appearing on page 13 of the Form 10-KSB
        as follows (in
        italics):

      Operating
        expenses increased by $15,257,973 to $24,175,462 in 2004, from $8,917,489
        in
        2003. This increase was primarily due to increased non-cash expenses related
        to
        issuances of common stock and common stock warrants and options awards. These
        non-cash items totaled $21,911,193
        in 2004
        and $1,577,938 in 2003. During
        2004, these non-cash expenses included $8,360,000 relating to the issuance
        of
        5.5 million restricted shares of common stock to the Company’s CEO for services
        rendered and repayment of debt; $4,100,603 representing the value of restricted
        shares and shares covered by the Company’s S-8 registration statement issued to
        officers, directors and consultants for services; and $8,537,516 representing
        the value of options and warrants issued to various employees and consultants.
        During 2003, non-cash expenses included $14,795 representing the value of
        restricted stock issued to consultants for services; $1,233,567 representing
        the
        value of options issued to consultants; and $329,576 representing the value
        of
        options issued to employees and directors. The increased issuance of restricted
        stock, options and warrants during 2004 was deemed necessary by management
        to
        retain and compensate officers, directors, consultants and employees while
        conserving cash assets that would otherwise have been expended for these
        purposes. Management expects in the future to reduce the amount of securities
        issued as compensation in light of expected future increases in cash assets
        due
        to anticipated increases in revenue and anticipated availability of additional
        investment capital from outside sources. However, if additional invested
        capital
        is not realized as anticipated, the Company may be required to issue additional
        restricted stock, options and/or warrants to compensate service providers
        in the
        current fiscal year.

      Report
        of Independent Registered Public Accounting Firm, page F-1

      COMMENT
        2:

      The
        report indicates the audit was conducted in accordance with auditing standards
        generally accepted in the United States. Amend your filing to provide an
        audit
        report stating that the audit was conducted in accordance with the standards
        of
        the Public Company Accounting Oversight Board (United States), as required
        by
        Auditing Standard No.1.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      November
        10, 2005

      Page
        3

      RESPONSE
        TO COMMENT 2

      The
        independent auditors have revised their report included in the Form
        10-KSB/A.

      Consolidated
        Statements of Operations, page F-3

      COMMENT
        3:

      You
        have
        disclosed $24.2 million of operating expenses and $8.9 million of operating
        expenses in 2003. Revise your statements of operations to disclose your
        operating expenses in sufficient detail to bring out more clearly the nature
        and
        trends of current changes affecting the enterprise. This presentation should
        include a separate lien item for each material expense category.

      RESPONSE
        TO COMMENT 3

      The
        statement of operations has been changed to include additional operating
        expense
        detail in the Form 10-KSB/A.

      Consolidated
        Statements of Changes in Stockholders’ Equity, page F-7

      COMMENT
        4:

      We
        note
        your other comprehensive loss of $2.0 million, and that you do not provide
        a
        disclosure of your accounting policy or the classification for the other
        comprehensive loss in your financial statements or footnotes. Revise your
        filing
        to provide a disclosure of your accounting policy for other comprehensive
        income
        or loss, the classification of the other comprehensive loss recorded and
        a total
        amount of comprehensive income as required by Financial Accounting Standard
        (FAS) 130, paragraphs 14-17.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      November
        10, 2005

      Page
        4

      RESPONSE
        TO COMMENT 4

      The
        items
        required by FAS 130 paragraphs 14-17 are included in the consolidated statements
        of comprehensive loss on page F-4 of the Form 10-KSB/A. Additionally, the
        accounting policy for other comprehensive income or loss is included in the
        policy note for marketable securities as the unrealized loss on marketable
        securities which is the only other comprehensive income or loss
        item.

      Consolidated
        Statements of Cash Flows, page F-8

      COMMENT
        5:

      We
        note
        that repurchase of common stock for $230,000. Tell us why you do not disclose
        treasury stock on your December 31, 2004 balance sheet. We may have further
        comment.

      RESPONSE
        TO COMMENT 5

      Pursuant
        to California Corporations Code §510(a), shares reacquired by a California
        corporation are restored to the status of authorized but unissued shares.
        Consequently, the repurchased shares of NutraCea would not be recorded as
        “treasury stock” but are reflected as a reduction of “shares issued and
        outstanding” under Shareholders’ equity on the balance sheet.

      COMMENT
        6:

      In
        your
        disclosure of cash flows from operating activities, you indicate you had
        non-cash issuances of common stock, stock options and warrants totaling $24.6
        million of operating expenses in 2004. Your discussion on page 13 indicated
        these non-cash issuances of stock, options and warrants totaled $21 million
        in
        2004. Please provide to us a schedule that reconciles the differences between
        these two amounts. We may have further comment.

      RESPONSE
        TO COMMENT 6

      The
        discussion on page 13 of the 10-KSB only included non-cash items which were
        included in the consolidated statements of operations while the line items
        which
        were included in the consolidated statements of cash flows included both
        balance
        sheet and statement of operations amounts.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      November
        10, 2005

      Page
        5

      The
        following reconciliation is between the amounts included on the consolidated
        statement of cash flows and page 13.

                Non-cash
                  issuances of common stock

                15,339,296

                Non-cash
                  issuance of stock options and warrants

                9,306,234

                Sub-total
                  per Consolidated Statements of Cash Flows

                24,645,530

                Less:

                Langley
                  PLC purchase of common shares

                (2,380,000

                )

                Shares
                  issued under patent incentive plan and capitalized

                (239,100

                )

                Common
                  shares issued to creditors, employees, directors

                (673,975

                )

                Non-cash
                  issuances of preferred stock

                (354,337

                )

                Non-cash
                  operating expense as reported on page 13

                20,998,118

      After
        completing the above reconciliation we determined that the amount on page
        13 was
        incorrect and should be $21,911,193. This will be changed
        accordingly.

      The
        statement of cash flows has been changed to include the corrected items in
        the
        Form 10-KSB/A.

      COMMENT
        7:

      Tell
        us
        why an issuance of preferred stock in 2004 resulted in a cash outflow of
        $354,000.

      RESPONSE
        TO COMMENT 7

      This
        amount was listed in error and will be corrected in the Form
        10-KSB/A.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      November
        10, 2005

      Page
        6

      COMMENT
        8:

      We
        note
        your purchase of marketable securities in 2004 for $2.4 million here and
        the
        value of marketable securities on your balance sheet. It would appear this
        $2.4
        million transaction is related to your purchase of Langley Park Investment
        Trust
        shares, which in Note 3 is described as being paid for with NutraCea shares.
        On
        this basis, it would appear this transaction is a noncash transaction to
        be
        reported as described in SFAS 95, paragraph 32. If true, revise your statement
        of cash flow and related disclosures accordingly, or tell us the nature of
        this
        $2.4 million purchase, what securities were purchased, and the date cash
        payment
        was made. We may have further comment.

      RESPONSE
        TO COMMENT 8

      Your
        interpretation of the purchase of the marketable securities with the issuance
        of
        common stock is correct. The statement of cash flows has been changed to
        include
        this item in the Form 10-KSB/A.

      Note
        3
        - Marketable Securities, page F-13

      COMMENT
        9:

      With
        regard to your purchase of shares in Langley Park Investment Trust, PLC.
        on
        September 8, 2004, tell us the following:

                ·

                the
                  nature and purpose of the
                  transaction.

                ·

                how
                  you determined the value of the
                  transaction.

                ·

                the
                  total value of the transaction recorded at September 8,
                  2004.

                ·

                how
                  the transaction was recorded on September 8,
                  2004.

                ·

                the
                  number of Langley Park Investment Trust shares held at December
                  31, 2004,
                  the value of such shares and how such value was
                  determined.

      RESPONSE
        TO COMMENT 9

      NutraCea
        purchased 1,272.026 shares of the Langley Park Investment Trust in exchange
        for
        7,000,000 shares of its own restricted common stock. NutraCea purchased these
        shares for its own account and investment purposes. This fund is comprised
        of
        mostly health-related companies. NutraCea determined the value of the
        transaction by the market price of the NutraCea shares given in exchange
        for the
        Langley shares, or $.34/share multiplied by 7,000,000. At September 8, 2004,
        the
        value of the transaction was $2,380,000, and recorded as an asset and unrealized
        gain (loss). Any unrealized gains for losses on these shares were excluded
        from
        operating results and were recognized as other comprehensive income (loss).
        At
        December 31, 2004, NutraCea held the same 1,272,026 shares of Langley. The
        value
        of these securities was determined by market price. On December 31st,
        the
        currency exchange rate for the British pound was 1.927 and the value of a
        Langley share was .15 pence, or $.289 USD; 636,013 shares valued at $183,801
        recorded as a current asset, 636,013 shares valued at $183,801 recorded as
        a
        long-term asset, and $2,012,397 as the adjustment to fair market value.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      November
        10, 2005

      Page
        7

      COMMENT
        10:

      It
        would
        appear the agreement to purchase Langley Park Investment Trust, PLC, is a
        material agreement. Provide the agreement with Langley Park Investment Trust,
        PLC as an exhibit to your Form 10-KSB, as required by Regulation S-B Item
        601(b)(10).

      RESPONSE
        TO COMMENT 10

      The
        requested document, Stock Purchase Agreement between NutraCea and Langley
        Park
        Investment Trust PLC, was previously filed as Exhibit 99.1 to the Form 8-K
        filed
        on September 14, 2004. This document is now incorporated by reference to
        the
        10-KSB/A as Exhibit 10.9.

      Note
        9
        - Commitments and Contingencies

      Agreements,
        page F-15

      COMMENT
        11:

      We
        note
        your issuance of common shares or warrants to purchase common shares in exchange
        of services to be performed under one year and multi-year agreements. For
        each
        such agreement disclosed in this footnote, provide us with a