FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * CROW TODD   2. Issuer Name and Ticker or Trading Symbol NUTRACEA [NTRZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1241 HAWK'S FLIGHT COURT, SUITE 103 3. Date of Earliest Transaction (Month/Day/Year) 10/04/2005 (Street) EL DORADO HILLS, CA 95762 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 0.3

10/04/2005

A

38,399

10/04/2005

06/02/2006

Common Stock

38,399

(1)

38,399

D

Stock Option (right to buy)

$ 0.3

10/04/2005

A

76,799

10/04/2005

02/21/2011

Common Stock

76,799

(2)

76,799

D

Stock Option (right to buy)

$ 0.3

10/04/2005

A

38,399

10/04/2005

02/21/2011

Common Stock

38,399

(3)

38,399

D

Stock Option (right to buy)

$ 0.3

10/04/2005

A

691,191

10/04/2005

10/31/2009

Common Stock

691,191

(4)

691,191

D

Stock Option (right to buy)

$ 0.3

10/04/2005

A

46,079

10/04/2005

05/03/2006

Common Stock

46,079

(5)

46,079

D

Stock Option (right to buy)

$ 0.3

10/04/2005

A

38,399

10/04/2005

01/28/2012

Common Stock

38,399

(6)

38,399

D

Stock Option (right to buy)

$ 0.3

10/04/2005

A

95,998

10/04/2005

01/02/2012

Common Stock

95,998

(7)

95,998

D

Stock Option (right to buy)

$ 0.3

10/04/2005

A

537,678

(9)

03/31/2015

Common Stock

537,678

(8)

537,678

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CROW TODD 1241 HAWK'S FLIGHT COURT SUITE 103 EL DORADO HILLS, CA 95762			Chief Financial Officer

Signatures

/s/ Todd Crow		10/06/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Received in exchange for a non-plan stock option to acquire 50,000 shares of The RiceX Company common stock for $0.30 per share in connection with the merger between The RiceX Company and NutraCea (the "Merger").
(2)	Received in the Merger in exchange for an employee stock option to acquire 100,000 shares of The RiceX Company common stock for $0.30 per share.
(3)	Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of The RiceX Company common stock for $0.30 per share.
(4)	Received in the Merger in exchange for an employee stock option to acquire 900,000 shares of The RiceX Company common stock for $0.30 per share.
(5)	Received in the Merger in exchange for a non-plan stock option to acquire 60,000 shares of The RiceX Company common stock for $0.30 per share.
(6)	Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of The RiceX Company common stock for $0.30 per share.
(7)	Received in the Merger in exchange for an employee stock option to acquire 125,000 shares of The RiceX Company common stock for $0.30 per share.
(8)	Received in the Merger in exchange for an employee stock option to acquire 700,111 shares of The RiceX Company common stock for $0.30 per share.
(9)	Immediate vesting of 1/3 of options originally granted on March 31, 2005 with balance vesting monthly over three years.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.