UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~July 2813, 2005

THE RICEX COMPANY

(Exact name of registrant as specified in its charter)

Delaware	0-24285	68-0412200
(State or other jurisdiction of icorporation)	(Commission File Number)	(IRS Employer Identification No.)

1241 Hawk’s Flight Court El Dorado Hills, California	95762
(Address of principal executive offices, including zip code)	(Zip Code)

(916) 933-3000 Registrant's’ ~~telephone~~phone number, including area code~~: (916~~) ~~933-3000~~

~~Item~~Not ~~1.01.~~Applicable ~~Entry~~(Former name ~~into~~or ~~Material~~former ~~Definitive~~address, ~~Agreement.~~if changed since last report)

~~On January~~Check ~~28, 2005, The RiceX Company (~~the appropriate ~~“Company”)~~box ~~entered~~below ~~into a separation~~if ~~and mutual release agreement with Terrence Barber,~~ the ~~Company’s~~Form ~~Chief~~8-K ~~Executive Officer.~~filing ~~The~~is ~~agreement~~intended ~~provides~~to simultaneously satisfy ~~for~~ the ~~resignation by Mr. Barber as the Chief Executive~~filing ~~Officer~~ obligation of the ~~Company,~~registrant asunder ~~well~~any ~~as his resignation from the board~~ of ~~directors of~~ the ~~Company,~~ ~~and,~~following inprovisions: exchange for mutual releases between the Company and Mr. Barber, the agreement provides for Mr. Barber to receive a severance payment of $150,000.00. The agreement also provides for the termination of all unvested stock options previously granted to Mr. Barber pursuant to that certain Non-Statutory Stock Option Agreement dated June 25, 2004, as well as the return of all property of the Company held by Mr. Barber. Additional disclosure regarding Mr. Barber’s resignation is set forth below in Items 1.02 and 5.02 of this Current Report on Form 8-K.

~~Item~~[ ~~1.02.~~] ~~Termination~~Written ofcommunications apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~425 under the Securities Act (17 CFR 230.425)

~~As set~~[ ~~forth~~] ~~above,~~Soliciting onmaterial ~~January~~pursuant ~~28,~~to ~~2005,~~Rule ~~the~~14a-12 ~~Company~~under ~~accepted~~ the ~~resignation~~Exchange ofAct ~~Mr.~~(17 ~~Barber as~~CFR ~~the Chief Executive Officer of the Company~~240. In connection therewith, the employment agreement between the Company and Mr. Barber was terminated and, in exchange for mutual releases between the Company and Mr. Barber, Mr. Barber received a severance payment of $150,000.00. Mr. Barber’s resignation from his position as Chief Executive Officer of the Company was predicated on his desire to pursue other opportunities. 14a-12)

~~Item~~[ ~~5.02.~~] ~~Departure~~Pre-commencement ofcommunications ~~Directors~~pursuant orto ~~Principal~~Rule ~~Officers;~~14d-2(b) ~~Election~~under ofthe ~~Directors;~~Exchange ~~Appointment~~Act of(17 ~~Principal~~CFR ~~Officers~~240.14d-2(b))

~~As set~~[ ~~forth~~] ~~above,~~Pre-commencement oncommunications ~~January~~pursuant ~~28,~~to ~~2005,~~Rule ~~the~~13e-4(c) ~~Company~~under ~~accepted~~ the ~~resignation~~Exchange ofAct ~~Mr.~~(17 ~~Barber from~~CFR ~~the board of directors of the Company~~240. In connection therewith, Mr. Barber resigned from his position on the Executive Committee of the board of directors. Mr. Barber’s resignation from the board of directors of the Company was predicated on his desire to pursue other opportunities. 13e-4(c))

On JanuaryItem 28, 2005, the Company also accepted the Mr8.01. Barber’sOther resignation as the Chief Executive Officer of the CompanyEvents.

On ~~January~~July 2813, 2005, ~~the~~NutraCea ~~Company~~announced ~~appointed~~that ~~Ike~~at E.a ~~Lynch~~hearing asheld ~~its~~on ~~interim~~July ~~Chief~~12, ~~Executive Officer~~2005 ~~pending~~to consider the fairness ~~appointment~~ of athe ~~permanent~~proposed ~~successor~~merger tobetween ~~Mr.~~NutraCea ~~Barber.~~and ~~Mr.~~The ~~Lynch~~RiceX Company (“RiceX”), ~~age~~the ~~60, currently~~California ~~serves~~Department asof Corporations determined that the ~~Company’s~~terms of ~~Vice~~the ~~President~~merger were fair to the stockholders of ~~Operations~~both RiceX and ~~International Business Development~~NutraCea, and ~~President~~issued ~~and~~a permit ~~Chief~~under ~~Operating~~the ~~Officer~~California securities laws to NutraCea covering the issuance of securities to holders of RiceX ~~Nutrients,~~capital ~~Inc~~stock in the merger.~~, a~~ ~~subsidiary~~The approval of the ~~Company~~merger ~~(formerly~~by the ~~Food~~Department ~~Extrusion~~of ~~Montana,~~Corporations ~~Inc.).~~allows Hethe ~~has~~securities ~~held~~of ~~these~~NutraCea to be issued in ~~positions~~connection ~~since~~with ~~January~~the ~~1997~~merger to be exempt from registration under the Securities Act of 1933, as amended.

~~The~~A ~~Company~~copy ~~and Mr. Lynch previously entered into an employment agreement, on May 1, 2004, appointing him as the Company’s Vice President~~ of ~~Operations and International Business Development. Pursuant to~~ the ~~terms~~press ofrelease ~~this~~issued ~~employment~~by ~~agreement,~~RiceX ~~Mr.~~announcing ~~Lynch devotes a minimum of 30 hours per month and a maximum of 100 hours per month to~~ the ~~performance~~ ofresults ~~his duties. Mr. Lynch receives a minimum monthly salary~~ of ~~$3,000.00 (subject to an annual 5% adjustment), with an additional $100.00 per hour for each hour worked beyond his minimum requirement. The term of~~ the ~~employment~~fairness ~~agreement~~ hearing is ~~for~~attached ~~five years and can be automatically extended unless either party delivers notice of election not~~ to ~~extend~~this ~~the~~Current ~~employment~~Report aton ~~least~~Form ~~six~~8-K ~~months~~as ~~prior~~Exhibit ~~to the expiration of the initial term~~99.1 ~~Mr.~~and ~~Lynch~~ is ~~also~~incorporated ~~entitled to certain severance payments upon his termination~~herein ~~without~~by ~~cause, as well as certain change of control payments in the event of a change of control of the Company~~reference.

~~Item~~ In connection 9with the proposed merger, RiceX will prepare a proxy statement for its stockholders to be filed with the Securities and Exchange Commission (“SEC”).01 BEFORE ~~Financial~~MAKING ~~Statements~~ANY VOTING OR INVESTMENT DECISION, RICEX’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement will be available free of charge (when available) at the SEC’s website, www.sec.gov, and ~~Exhibits~~stockholders of RiceX will also be able to obtain the proxy statement free of charge (when available) by directing their requests to The RiceX Company, 1241 Hawk’s Flight Court, El Dorado Hills, California 95762, Attention: Investor Relations, (916) 933-3000.

RiceX and its directors and executive officers may be deemed, under SEC rules, to be soliciting proxies from RiceX’s stockholders in favor of the proposed merger. Information regarding the identity of these persons, and their interests in the solicitation, will be set forth in a proxy statement to be filed with the SEC, and will be available free of charge (cwhen available) ~~Exhibits~~at the SEC’s website, www.sec.gov, and stockholders of RiceX will also be able to obtain the proxy statement free of charge (when available) by directing their requests to The ~~following~~RiceX ~~exhibit~~Company, is1241 ~~filed~~Hawk’s ~~herewith~~Flight Court, El Dorado Hills, California 95762, Attention: Investor Relations, (916) 933-3000.

ExhibitNumberItem Document9.01. Financial Statements and Exhibits.

17(c) Exhibits.1 ~~Letter~~The ~~from~~following ~~Terrence~~exhibits ~~Barber~~are tofiled ~~the Company dated January 28, 2005~~herewith:

Exhibit
Number

Document

99.1

Press Release issued by The RiceX Company dated July 13, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE RICEX COMPANY
Date: January 28, 2005	By:	/s/ Daniel L. McPeak Sr.
Date: July 13, 2005	By: /s/ Todd C. Crow
		Daniel L. McPeak Sr. Chairman of the Board
	Todd C. Crow
	Chief Financial Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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