[THE RICEX COMPANY LETTERHEAD]

VIA EDGAR – CORRESPONDENCE FILING

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
Attn: John A. Weitzel

Re: The RiceX Company — Form 8-K filed on October 5, 2004
SEC File No. 0-24285

Dear Mr. Weitzel:

        We are in receipt of your letter dated October 21, 2004 requesting that we provide the Securities and Exchange Commission (the “Commission”) with certain additional information regarding the matters discussed in the Form 8-K filed with the Commission by The RiceX Company (the “Company”) on October 5, 2004. This letter sets forth the information requested in that letter. For your convenience, the paragraphs included in this letter are numbered to correspond with the issues raised in your letter.

        1.    Period to which the disagreement related.

        The disagreement related to a matter arising during review of our financials for the fourth quarter of fiscal year 2003.

        2.    The nature of the disagreement, including the Company’s position and the former accountant’s position at the time of the disagreement.

        The disagreement related to the timing of revenue recognition with respect to revenue received by the Company pursuant to a memorandum of understanding and purchase order (together, the “MOU”) between the Company and Project Concern International, a California corporation (the “Customer”). Pursuant to the MOU, the Customer agreed to purchase a specified amount of products from the Company. The parties intended that the transaction be structured as a “bill and hold” arrangement, whereby the Customer would pay the entire purchase price up front, and the products would be held by the Company in a public warehouse for a short period of time until the Customer was ready to accept shipment of the products. Accordingly, payment of the total purchase price under the MOU in the amount of $538,670 was made by the Customer to the Company in the fourth quarter of fiscal year 2003, and the products were shipped by the Company from Montana to a public warehouse in northern California in 2003 as directed by the Customer. The Company paid the costs of renting the warehouse space, and the Customer agreed to, and did, reimburse the Company for such costs.

        The Company initially believed it appropriate to record the revenue received from the Customer in the fourth quarter of 2003 (the period in which the MOU was executed, the revenue was received and the products were shipped from Montana to the public warehouse in northern California). However, a provision in the MOU provided that risk of loss with respect to the products was to remain with the Company until the delivery of the products in good condition to the Customer’s warehouse in Guatemala. The Company’s former accountant, Moss Adams LLP (“Moss Adams”), felt that because the Company retained the risk of loss with respect to the products, the revenue received from the Customer should not be recorded by the Company until such time as the products were actually delivered in good condition to the Customer’s Guatemala warehouse.

        3.    The amounts involved in the matter.

        The total amount of revenue at issue in this matter was $538,670.

        4.    Resolution of the disagreement.

        After learning of Moss Adams’ position on the matter, the Company agreed to not record any revenue received from the Customer until such time as the products had been received in good condition at the Customer’s warehouse in Guatemala. Partial shipments of the products were received by the Customer in January 2004 and June 2004, and the last partial shipment of products is expected to be received by the Customer later in November 2004. Accordingly, the Company recognized revenue of $238,900 on January 14, 2004 and $238,900 on June 17, 2004, and will recognize an additional $60,870 in revenue upon receipt by the Customer of the last shipment of products.

        5.    How and by whom any amounts were determined.

        The aggregate amount of revenue at issue of $538,670 was determined pursuant to the MOU between the Company and the Customer. The specific amounts of revenue recognized (and to be recognized) upon each partial shipment of the products was (and will be) determined by the Company by allocating a portion of the aggregate purchase price to each such shipment, based upon the proportion that the amount of products contained in each such shipment bears to the total amount of products to be delivered under the MOU.

        6.    Whether or not the Company restated (or intends to restate) any prior period for any adjustment.

        The Company decided to recognize all revenue received under the MOU in the manner recommended by Moss Adams, prior to the public release of any financial statements or information reflecting any such revenue. As all revenue recognized to date under the MOU has been recorded in the manner consistent with Moss Adam’s recommendations, the Company did not, and does not intend to, restate any prior period for adjustment.

2

        There were no letters or other written communications between the Company and Moss Adams regarding the disagreement, other than a brief discussion of the disagreement appearing in Moss Adams’ report to the Company’s Audit Committee for fiscal year 2003. A copy of the relevant page from that report is included herewith.

        Please contact directly the attorney for the Company, Deepak Nanda, Esq., at (310) 975-7912 with any questions or comments regarding this matter. Mr. Nanda’s facsimile number is (310) 557-8475.

        Thank you for your consideration.

THE RICEX COMPANY

By:  /s/ Todd C. Crow

        Todd C. Crow

        Chief Financial Officer

3

[MOSS ADAMS LLP LETTERHEAD]

Audit Committee of the
   Board of Directors
March 26, 2004
Page 3

In addition, the attached schedule summarizes uncorrected misstatements of the financial statements. Management has determined that their effects are immaterial, both individually and in the aggregate, to the financial statements taken as a whole.

Disagreements with Management

For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter that could be significant to the financial statements or the auditor’s report. We did have one such disagreement during the course of the 2003 audit concerning revenue recognition.

During our testing of the timing of revenue recognition, we noted revenue of $538,670 was recognized by the Company in December 2003. We reviewed the purchase order and Memorandum of Understanding (MOU) between the Company (Supplier) and the customer. The MOU indicates that all risk of loss with respect to the product shall remain with the Supplier until delivery of the product to the customer’s warehouse in Guatemala. The order is to be shipped in two phases. The first shipment arrived in Guatemala on January 5, 2004. The second shipment is in a warehouse in Northern California awaiting shipment at the customer’s request.

Based on the results of our audit procedures, we concluded that the management had improperly recorded this revenue in December 2003. Management believed they had properly accounted for this sale and disagreed with our proposed accounting treatment. Ultimately, management decided to record the revenue in 2004.

Consultations with Other Independent Accountants

In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a “second opinion” on certain situations. If a consultation involves application of an accounting principle to the Company’s financial statements or a determination of the type of auditor’s opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all he relevant facts. To our knowledge, there were no such consultations with other accounts.

Auditor’s Judgment About the Quality of the Company’s Accounting Principles

We are to discuss with the Audit Committee our judgment about he quality of the Company’s accounting principles as applied in its financial reporting. Accounting principles include, in part, the consistency of the Company’s accounting policies and their application, the clarity and completeness of the financial statements, and whether decisions made by management have a