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CORRESP
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      Nutracea Corresp 12-19-2005

                400
                  Capitol Mall, Eleventh Floor

                December
                  19,2005

                Sacramento,
                  CA 95814

                916.558.6000
                  : 916.446.161 1 FAX

                :
                  www.weintraub.com

                Via
                  EDGAR and Federal Express

              Meritas
                Law Firms Worldwide

                Roger
                  D. Linn

                916.558.6064
                  DIRECT

                Securities
                  and Exchange Commission

                rlinn~weintraub.com

              Division
                of
                Corporate Finance

              100 F
                Street, N.E.
                Washington, D.C. 20549

                Attention:

                Gary
                  Newberry

                Mail
                  Stop 701 0

                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 the letter from April Sifford dated December
        6,
        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 the December 6, 2005 letter.

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

      General

      COMMENT
        1:

      We
        note
        your Form 10-KSB/A filed November 18, 2005 contains restated financial
        statements based on our prior comments. Any restated financial statements
        you
        file should be marked as restated. In addition, they should include a footnote
        disclosing the amount originally reported, the amount of the change, the
        restated amount and the reason for such restatement in accordance with
        Accounting Principles Board Opinion Number 20, paragraph 37 and SEC staff
        policy.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      December
        19,2005

      Page
        2

      RESPONSE
        TO COMMENT 1

      NutraCea
        has restated the Consolidated Statement of Cash Flows for the year ended
        December 31, 2004 and added Note 16 to describe the reason for the restatement
        and the amounts originally reported, the amounts related to the change and
        the
        restated amounts.

      Consolidated
        Statements of Cash Flows, Page F-8

      COMMENT
        2:

      We
        have
        considered your response to our prior comment number six in our letter dated
        October 21, 2005. The reconciliation you provided indicates other non-cash
        investing or financing activities that occurred during the 2004 fiscal year.
        In
        accordance with paragraph 32 of SFAS 95, provide a disclosure of all noncash
        investing and financing activities. The disclosure may be either narrative
        or
        summarized in a schedule, and it shall clearly relate the cash and noncash
        aspects of the transactions involving similar items.

      RESPONSE
        TO COMMENT 2

      The
        other
        non-cash investing or financing activities, and their corresponding disclosure
        are as follows:

                ·

                $2,380,000
                  Purchase of Langley PLC Shares. This is included in the Non-cash
                  disclosure portion of the
                  statement.

                ·

                $239,100
                  Shares issued under patent incentive plan. This amount had previously
                  been
                  included in the amounts for both non-cash issuances of common stock
                  in
                  cash flows from operating activities and purchase of patents and
                  trademarks. It will now be excluded from these amounts and instead
                  included in Non-cash disclosure as “Purchase of patents and
                  trademarks”.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      December
        19,2005

      Page
        3

                ·

                $354,337
                  conversion of preferred stock to common stock. This had been omitted
                  from
                  the non-cash disclosure portion of the statement and will be included
                  in
                  the second amended 10-KSB/A.

                ·

                $673,975
                  Common shares issued to creditors, employees, directors. This was
                  part of
                  the correction previously indicated and is properly classified
                  in Cash
                  flows from operating activities as “Non-cash issuances of common
                  stock”.

      Note
        9
        - Commitments and Contingencies

      Agreements,
        Page F-15

      COMMENT
        3:

      We
        have
        considered your response to our prior comments number 11 and 12 in our letter
        dated October 21, 2005. It appears that you have recognized the expense
        associated with these consulting agreements in the period in which measurement
        was determined. However, under the guidance of Emerging Issue Task Force
        Issue
        00-18, paragraph 9, the measured cost of the transaction should be recognized
        in
        the same periods and in the same manner as if you had paid cash for the goods
        or
        services. Thus, for your agreements in which services are to be provided
        over a
        period of time, the measured cost of that agreement should be recognized
        in a
        manner consistent with the terms of the agreement over the service period.
        It
        appears that you should amend your Form 10-QSB and 10-KSB to reflect the
        recognition of these costs in the proper periods according to the terms of
        the
        agreements. In addition, provide to us a revised schedule showing the revised
        amount of expense recognized for each contract for each quarter.

      RESPONSE
        TO COMMENT 3

      The
        stock-based compensation has been recorded in the same manner as if NutraCea
        had
        paid cash for the services. Several of the warrants vested immediately upon
        grant. Therefore, no additional services were to be performed by the recipient
        past the date of grant and the value of the stock-based compensation was
        immediately expensed. There were some issuances of stock-based compensation
        that
        required the recipient to perform additional services. The value of these
        issuances were expensed over the vesting period.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      December
        19,2005

      Page
        4

      COMMENT
        4:

      We
        note
        your response to our prior comments number 11 and 12 in our letter dated
        October
        21, 2005, includes the 2,000,000 and 6,000,000 of warrants issued as part
        of
        your employment agreements with your Chief Executive Officer and your President.
        Based on the terms of the agreements it would appear that these warrants
        were
        issued for future services. As such, it appears you should revise your
        accounting to recognize the compensation cost over the period(s) in which
        the
        related employee services are rendered. Contrarily, if you believe the warrant
        awards relate to past services, tell us why you believe this is the case
        and
        direct us to the terms of the agreements which support your belief. Refer
        to
        SFAS 123, paragraphs 26 through 33, for further guidance.

      RESPONSE
        TO COMMENT 4

      The
        2,000,000 and 6,000,000 of warrants issued were vested immediately and were
        not
        issued for future services. Therefore, the value of the warrants was expensed
        in
        the period granted. These stock-based compensation issuances were treated
        similar to bonus payments.

      COMMENT
        5:

      We
        have
        considered your response to our prior comment 13 in our letter dated October
        21,
        2005. We do not agree with your conclusions. SFAS 57, paragraph 2, excludes
        compensation arrangements from related party disclosures. Further, disclosure
        of
        a contingent expense under SFAS 5 shall be made where there is at least a
        reasonable possibility that a loss may have been incurred. Based on your
        situation, this would appear to mean that you have also concluded the underlying
        additional revenue required to pay such compensation is also a reasonable
        possibility, the disclosure of which is under SFAS 5, paragraph 17(b). Given
        these requirements, tell us why such disclosure is appropriate, or remove
        such
        disclosure in your amended filing.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      December
        19,2005

      Page
        5

      RESPONSE
        TO COMMENT 5

      As
        requested, NutraCea will delete the contingent expense (bonus) disclosure
        previously reported.

      Note
        10 - Preferred and common Stock

      Common
        Stock, Page F-21

      COMMENT
        6:

      We
        have
        considered your response to our prior comments 14 and 15 in our letter dated
        October 21, 2005. We do not agree with your conclusions with regard to the
        recognition of this expense, given the repurchase option and vesting terms
        described in the agreement. SFAS 123, paragraphs 26-27 provide guidance on
        the
        recognition of the compensation cost. Amend your Form 10-QSBs and Form 10-KSB
        to
        reflect this expense in the proper periods according to the terms of the
        agreements and the date such agreement was signed.

      RESPONSE
        TO COMMENT 6

      NutraCea
        has conducted extensive investigation and research relating to the issuance
        of
        the 5.5 million shares of restricted stock to its prior CEO. Based on the
        resolutions and documentation existing at that time, when these shares were
        authorized for issuance by the NutraCea Board of Directors on March 19, 2004,
        the Board did not adopt or require vesting for such shares and the shares
        were
        issued without a repurchase right. While a Restricted Stock Agreement creating
        a
        two year vesting schedule was subsequently executed by the prior CEO, these
        vesting terms do not appear to have been adopted or ratified by the Board.
        No
        other documentation, minutes, agreements or correspondence establish any
        vesting
        requirements and all stock records indicate that the shares were fully vested.
        Accordingly, NutraCea was bound by the Board Resolution and actions which
        granted these shares outright and these shares were vested when issued and
        nonforfeitable in 2004 and the corresponding cost was expensed in
        2004.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      December
        19,2005

      Page
        6

      COMMENT
        7:

      Revise
        your management discussion and analysis and footnote disclosures as appropriate
        to consistently describe the nature of the restricted stock agreement.

      RESPONSE
        TO COMMENT 7

      In
        light
        of the response to Comment #6 above, the revised Results of Operations
        disclosure as set forth in the First Amendment to the Form 10-KSB/A is correct
        wherein it is stated that:

      “…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;…”

      Note
        11 - Stock Options and Warrants, Page F-22

      COMMENT
        8:

      We
        have
        considered your response to our prior comment 17 in our letter dated October
        21,
        2005. Please amend your footnote to provide separate tables for options granted
        to employees under stock-based compensation plans, and other options and
        warrants granted under other plans. In addition, the table of outstanding
        options and warrants outstanding should be separated in a similar manner,
        with
        the range of exercise prices segregated into meaningful ranges. Refer to
        SFAS
        123 paragraphs 46 through 48, for further guidance.

      RESPONSE
        TO COMMENT 8

      The
        options granted to employees were not under stock-based compensation plans.
        Therefore, all options and warrants were combined in two categories for the
        disclosure in Note 11 to the financial statements, one for employees and
        one for
        consultants. NutraCea believes that the ranges of exercise prices are meaningful
        due to the various exercise prices for the options and
        warrants.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      December
        19,2005

      Page
        7

      Exhibits,
        Page 31

      COMMENT
        9:

      We
        have
        considered your response to our prior comment 18 in our letter dated October
        21,
        2005. Please file your December 17, 2004 employment agreement with your
        President, noted on Page F-18, as an exhibit in your amended
        filing.

      RESPONSE
        TO COMMENT 9

      The
        December 17, 2004 employment agreement with NutraCea’s President was filed as
        Exhibit 10.4 to the 2004 Form 10-KSB filed on March 31, 2005.

      Form
        10-QSB for the Fiscal Quarters Ended March 31, 2005, June 30, 2005 and September
        30, 2005

      COMMENT
        10:

      We
        have
        considered your response to our prior comment 19 in our letter dated October
        21,
        2005. We do not agree with your conclusions, as the reference you cite only
        addresses the form and content of the interim statements to be provided.
        Regulation S-B does not grant relief from the filing requirements of Regulation
        S-X Item 10-01(c). Please provide your latest audited balance sheet in your
        amended Form 10-QSBs for fiscal 2004 and 2005.

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      December
        19,2005

      Page
        8

      RESPONSE
        TO COMMENT 10

      While
        NutraCea believes accounting practices vary, it will comply with your comment
        that the latest audited balance sheet should be included in the Form 10-QSB.
        NutraCea will undertake to include the latest audited balance sheet in future
        filings of Form 10-QSBs.

      Note
        4
        - Commitments and Contingencies

      Agreements,
        page 8

      COMMENT
        11:

      We
        note
        your employment contr