SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LYNCH IKE E (Last) (First) (Middle) 1241 HAWK?S FLIGHT COURT SUITE 103 (Street) EL DORADO HILLS CA 95762 (City) (State) (Zip)	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 Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/04/2005
	4. If Amendment, Date of 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

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
Common Stock	10/04/2005		A		272,677	A	(1)	272,677(2)	D

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 Securities Underlying Derivative Security (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: 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		76,799		10/04/2005	09/09/2008	Common Stock	76,799	(3)	76,799	D
Stock Option (right to buy)	$0.3	10/04/2005		A		30,719		10/04/2005	09/09/2008	Common Stock	30,719	(4)	30,719	D
Stock Option (right to buy)	$0.3	10/04/2005		A		691,191		10/04/2005	11/01/2009	Common Stock	691,191	(5)	691,191	D
Stock Option (right to buy)	$0.3	10/04/2005		A		95,998		10/04/2005	01/02/2012	Common Stock	95,998	(6)	95,998	D
Stock Option (right to buy)	$0.3	10/04/2005		A		596,812		(8)	03/31/2015	Common Stock	537,678	(7)	596,812	D
Stock Option (right to buy)	(10)	10/04/2005		A		39,935		(10)	(10)	Common Stock	39,935	(9)	39,935	D

Explanation of Responses:

1. Received in exchange for 355,054 shares of The RiceX Company common stock in connection with the merger between The RiceX Company and NutraCea (the "Merger").

2. Includes 11,065 shares owned indirectly through spouse which were received in exchange for 14,409 shares of The RiceX Company in the Merger to which the reporting person disclaims any beneficial ownership.

3. 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.

4. Received in the Merger in exchange for an employee stock option to acquire 40,000 shares of The RiceX Company common stock for $0.30 per share.

5. 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.

6. 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.

7. Received in the Merger in exchange for an employee stock option to acquire 777,111 shares of The RiceX Company common stock for $0.30 per share. Includes options to purchase 32,255 shares owned indirectly through spouse which were received in exchange for options to purchase 42,000 shares of The RiceX Company in the Merger. The reporting person disclaims any beneficial ownership of securities owned by spouse.

8. Immediate vesting of 1/3 of options originally granted on March 31, 2005 with balance vesting monthly over three years.

9. Includes options to purchase 39,935 shares owned indirectly through spouse which were received in exchange for options to purchase 52,000 shares of The RiceX Company in the Merger. The reporting person disclaims any beneficial ownership of securities owned by spouse.

10. Various

Remarks:

	/s/ Ike E. Lynch	10/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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