June 13, 2005



Mr Todd C. Crow
Chief Financial Officer
The RiceX Company
1241 Hawk`s Flight Court
El Dorado Hills, California 95762

	Re:	The RiceX Company
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 30, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
      Filed May 16, 2005
		File No. 0-24285


Dear Mr Crow:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments Where indicated, we think you should
revise
your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.







Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements, page 27

Note 1, Description of Business and Significant Accounting
Policies,
page 31

Revenue recognition, page 32

1. We note your revenue recognition policy indicating that you
recognize revenue when products are shipped and when risk of loss
has
transferred to your customer.  Additionally we note that you
appear
to sell your products under sales contracts, which in some cases
involve financing through a third party.  Please address the
following:

a. Expand your disclosures to identify, by contract type, the
significant contract terms under which you sell your products.
Clearly compare and contrast how you apply each revenue
recognition
criteria, prescribed by SAB Topic 13A, to your sales contract
terms.
Refer to SAB Topic 13A.

b. Expand your disclosures to identify how you account for sales
in
which a third party financing arrangement is involved, such as
those
described on page 19.

c. Expand your disclosure to describe your policy concerning
royalty
revenue recognition and, if significant, separately present
royalty
revenues as a component of sales on the face of your statement of
operations.

d. Demonstrate how it is appropriate to recognize revenue when
products are shipped rather then when delivered and describe how
you
determined risk of loss had transferred relating to sales recorded
in
fiscal years 2004 and 2003.


Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,



								Jill Davis
								Branch Chief

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Mr. Todd C. Crow
The RiceX Company
June 13, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05