EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                      OF RESTATED ARTICLES OF INCORPORATION
                                       OF
                                    NUTRACEA

The undersigned, duly elected President and Secretary of NutraCea (the
"Company"), hereby certify as follows:

We are the President and the Secretary, respectively, of NutraCea, a California
corporation.

Article Three of the Restated Articles of Incorporation is hereby amended to
read in full as follows:

As of this date and as contemplated in Sec.903(a)(2), Cal. Corp. Code, the
Corporation hereby reverse splits all previously issued Common Stock on the
basis of one-for-ten (1-for-10) shares.

The Corporation is hereafter authorized to issue two (2) classes of shares of
stock designated respectively "Common Stock" and "Preferred Stock".  The total
number of shares of Common Stock that this Corporation is authorized to issued
is one hundred million (100,000,000) and the total number of shares of Preferred
Stock that this Corporation is authorized to issued is twenty million
(20,000,000).

The Preferred Stock may be divided into such number of series as the board of
directors may determine.  The board of directors is authorized to determine and
alter the rights, preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock, and to fix the number of
shares of any series of Preferred Stock and the designation of any such series
of Preferred Stock.  The board of directors, within the limits and restrictions
stated in any resolution or resolutions of the board of directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that series.

The foregoing amendment of the Restated Articles of Incorporation has been duly
approved by the Board of Directors.

The foregoing amendment of the Restated Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902,
California Corporation Code.  The total number of outstanding common shares of
the corporation is 29,507,888 and the total number of outstanding Series A
Preferred Stock of the corporation is 2,094,707.  The number of shares voting in
favor of the amendment equaled or exceeded the vote required.  The percentage
vote required was more than fifty percent (50%) of the total outstanding shares
voting as a single class and more than fifty percent (50%) of the common stock
voting separately.

We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Dated: October 20, 2003            /s/ John Howell

                                   ---------------------------------------------
                                   John Howell, President

                                   /s/ Edward Newton

                                   ---------------------------------------------
                                   Edward Newton, Secretary