---

# SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

# _________________ FORM 10-QSB

(Mark one)

[x]    
          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
          1934

For the quarterly period ended June
30, 2003

[  ]    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number
0-24285

_________________

THE RICEX COMPANY
(Name of Small Business
Issuer in Its Charter)

|Delaware(State or other jurisdiction ofincorporation or organization)                         |  | 68-0412200(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|1241 Hawk's Flight Court, El Dorado Hills, California(Address of Principal Executive Offices) |  | 95762(Zip Code)                               

# Issuers telephone
number, including area code: (916) 933-3000

Not Applicable
                 (Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report) _________________

Check
whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
______

# APPLICABLE ONLY TO
CORPORATE ISSUERS

State
the number of shares outstanding of each of the issuers classes of common equity, as
of the latest practicable date: 38,153,264 as of July 25, 2003.

Transitional Small
Business Disclosure Format (check one):  Yes _____     No X

---

FORM 10-QSBIndex

|           |                                                                                          |   
|---------- | ---------------------------------------------------------------------------------------- | --
|PART I     | FINANCIAL INFORMATION                                                                    |   
|          
|Item 1     | Financial Statements                                                                    
|          
|           | (a)  Consolidated Balance Sheet at June 30, 2003                                         | 4 
|          
|           | (b)  Consolidated Statements of Operations for the quarters ended June 30, 2003 and 2002 | 5 
|          
|           | (c)  Consolidated Statements of Cash Flow for the quarters ended June 30, 2003 and 2002  | 6 
|          
|           | (d)  Notes to financial statements                                                       | 7 
|          
|Item 2     | Management's Discussion and Analysis or Plan of Operation                                | 9 
|          
|Item 3     | Controls and Procedures                                                                  | 12
|          
|PART II    | OTHER INFORMATION                                                                       
|          
|Item 1     | Legal Proceedings                                                                        | 13
|          
|Item 2     | Changes In Securities                                                                    | 13
|          
|Item 3     | Defaults Upon Senior Securities                                                          | 13
|          
|Item 4     | Submission of Matters to a Vote of Security Holders                                      | 13
|          
|Item 5     | Other Information                                                                        | 14
|          
|Item 6     | Exhibits and Reports on Form 8-K                                                        
|          
|           | (a)Exhibits                                                                              | 14
|          
|           | (b)Reports on Form 8-K                                                                   | 14
|          
|Signatures |                                                                                          | 15

2

# FORWARD-LOOKING
STATEMENTS

This
document contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  All statements other than statements of
historical fact are "forward-looking statements" for purposes of federal and state
securities laws, including, but not limited to, any projections of earnings, revenue or
other financial items; any statements of the plans, strategies and objectives of
management for future operations; any statements concerning proposed new services or
developments; any statements regarding future economic conditions or performance; any
statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking
statements may include the words "may," "could," "will," "estimate," "intend,"
"continue," "believe," "expect" or "anticipate" or other similar words.  These
forward-looking statements present our estimates and assumptions only as of the date of
this report.  Except for our ongoing obligation to disclose material information as
required by the federal securities laws, we do not intend, and undertake no obligation,
to update any forward-looking statement.

Although
we believe that the expectations reflected in any of our forward-looking statements are
reasonable, actual results could differ materially from those projected or assumed in any
of our forward-looking statements.  Our future financial condition and results of
operations, as well as any forward-looking statements, are subject to change and inherent
risks and uncertainties.  The factors impacting these risks and uncertainties include,
but are not limited to:

|o | increased
competitive pressures from existing competitors and new entrants;
|- | ---------------------------------------------------------------------------

|o | increases
in interest rates or our cost of borrowing or a default under any material debt
agreements;
|- | -----------------------------------------------------------------------------------------------------

|o | deterioration
in general or regional economic conditions;
|- | ---------------------------------------------------------

|o | adverse
state or federal legislation or regulation that increases the costs of compliance, or
adverse findings by a          regulator with respect to existing operations;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | loss
of customers or sales weakness;
|- | ------------------------------------

|o | inability
to achieve future sales levels or other operating results;
|- | --------------------------------------------------------------------

|o | the
unavailability of funds for capital expenditures; and
|- | ---------------------------------------------------------

|o | operational
inefficiencies in distribution or other systems.
|- | ------------------------------------------------------------

For
a detailed description of these and other factors that could cause actual results to
differ materially from those expressed in any forward-looking statement, please see "Risk
Factors" in our Annual Report on Form 10-KSB for the year ended December 31, 2002.

3

PART 1.     FINANCIAL
INFORMATION
Item 1.       UNAUDITED
FINANCIAL INFORMATION

|THE RICEX COMPANYCONSOLIDATED BALANCE SHEET June 30, 2003(unaudited)
|--------------------------------------------------------------------
|                                                                    
|ASSETS                                                              
|                                                                    
|CURRENT ASSETS:                                                     
|Cash and cash equivalents                                           
|Trade accounts receivable                                           
|Inventories                                                         
|Deposits and other current assets                                   
|                                                                    
|Total current assets                                                
|                                                                    
|PROPERTY AND EQUIPMENT, net                                         
|                                                                    
|OTHER ASSETS                                                        
|                                                                    
|                                                                    

|LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                                                          
|------------------------------------------------------------------------------------------------------------------------
|                                                                                                                        
|CURRENT LIABILITIES:                                                                                                    
|Accounts payable and accrued liabilities                                                                                
|Total current liabilities                                                                                               
|                                                                                                                        
|Total liabilities                                                                                                       
|                                                                                                                        
|COMMITMENTS AND CONTINGENCIES                                                                                           
|                                                                                                                        
|SHAREHOLDERS' EQUITY (DEFICIT)                                                                                          
|Preferred stock, par value $.00l per share, 10,000,000 shares authorized, no
        shares issued and outstanding      
|Common stock, par value $.001 per share, 100,000,000 shares authorized,
        38,281,864 shares issued and outstanding
|Additional paid-in capital                                                                                              
|Accumulated deficit                                                                                                     
|Total shareholders' equity                                                                                              
|                                                                                                                        
|                                                                                                                        
|The accompanying notes are an integral part of these consolidated financial statements.
4                               

# THE RICEX COMPANY
                                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                                              (unaudited)

|                                              | Quarters ended           | Six months ended   
|--------------------------------------------- | ------------------------ | -------------------
|
|Revenues                                      |                          |                    
|Sales                                         | $      991,663           | $   1,217,648      
|Royalties                                     | --                       | 1,924              
|                                              | 991,663                  | 1,219,572          
|                                             
|Cost of sales                                 | 546,836                  | 485,604            
|                                              | 444,827                  | 733,968            
|                                             
|Research and development expenses             | 81,141                   | 53,767             
|Selling, general and administrative expenses  | 549,444                  | 492,881            
|Professional fees                             | 148,587                  | 131,736            
|Investor relations                            | 44,048                   | 37,301             
|Income (loss) from operations                 | (378,393)                | 18,283             
|                                             
|Other income (expense):                      
|Interest and other income                     | 3,008                    | 7,881              
|Interest and other expense                    | --                       | --                 
|Income (loss) before income taxes             | (375,385)                | 26,164             
|                                             
|Provision for income taxes                    | --                       | (1,600)            
|                                             
|Net income (loss)                             | $         (375,385)      | $          24,564  
|                                             
|Basic and diluted earnings per share:        
|Net income (loss) per share                   | $                 (0.01) | $              0.00
|Weighted average number of shares outstanding | 38,403,325               | 38,829,350         

The accompanying notes
are an integral part of these consolidated financial statements.
5

# THE RICEX COMPANY
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                              (unaudited)

|                                                                                            | Quarters ended       | Six Months Ended 
|------------------------------------------------------------------------------------------- | -------------------- | -----------------
|
|Cash flow from operating activities:                                                        |                      |                  
|Net income (loss)                                                                           | $          (375,385) | $          24,564
|Adjustments to reconcile net income (loss) to   net cash from operating activities         
|Depreciation and amortization                                                               | 156,532              | 175,935          
|Shares, warrants and options issued for                                                    
|compensation and services                                                                   | 19,140               | 18,060           
|Deferred revenue recognized                                                                 | --                   | --               
|Amortization of prepaid processing fees                                                     | --                   | 19,535           
|Net changes in operating assets and liabilities                                            
|Trade accounts receivable                                                                   | (254,107)            | (166,237)        
|Inventories                                                                                 | 100,748              | 7,865            
|Deposits and other current assets                                                           | (48,455)             | (15,173)         
|Accounts payable and accrued liabilities                                                    | (2,480)              | (236,168)        
|Net cash from operating activities                                                          | (404,007)            | (171,619)        
|                                                                                           
|Cash flows from investing activities
   (Purchases) sales of property and
   equipment, net | 8,100                | (2,709)          
|Net cash from investing activities                                                          | 8,100                | (2,709)          
|Cash flows from financing activities                                                       
|Retirement of common stock                                                                  | (64,000)             | --               
|Net cash from financing activities                                                          | (64,000)             | --               
|Net (decrease) increase in cash and cash
   equivalents                                     | (459,907)            | (174,328)        
|Cash and cash equivalents, beginning of    period                                           | 2,555,185            | 2,074,472        
|Cash and cash equivalents, end of period                                                    | $     2,095,278      | $     1,900,144  

The accompanying notes
are an integral part of these consolidated financial statements. 6

# THE RICEX COMPANY

# NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS

1.     DESCRIPTION
OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The
RiceX Company (RiceX), formerly Food Extrusion, Inc., was incorporated in
California in 1989 and in 1998 was reincorporated in Delaware and changed its name to The
RiceX Company. We have a wholly owned subsidiary, Food Extrusion Montana, Inc. (FoodEx
Montana). The unaudited consolidated financial statements include the accounts of RiceX
and FoodEx Montana, collectively, after the elimination of all inter-company balances and
transactions.

We
are an agribusiness food technology company, which have developed a proprietary process to
stabilize rice bran. We are headquartered in El Dorado Hills, California and have
stabilization equipment located at one rice mill in Northern California. We purchase raw
rice bran from this mill. Mill employees, under our supervision, operate our equipment to
stabilize rice bran. We pay a processing fee to the mill for this service. Under an
agreement with the mill, the mill may use our equipment to stabilize rice bran for its
customers in exchange for the payment of a royalty fee to us under certain production
conditions.

FoodEx
Montana is engaged in the business of custom manufacturing grain-based products for food
ingredient companies at its production facility in Dillon, Montana. The facility has
specialized processing equipment and techniques for the treatment of grain products to
cook, enzyme treat, convert, isolate, dry, and package finished food ingredients. The
soluble and fiber complex form of our rice bran products are produced at the Montana
facility.

There
have been no changes in our significant accounting policies as set forth in the
Companys audited financial statements for the year ended December 31, 2002, which
were included in our Form 10-KSB. These unaudited financial statements for the six months
ended June 30, 2003 have been prepared in accordance with generally accepted accounting
principles for interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have been
included. The results of operations for the six months ended June 30, 2003 are not
necessarily indicative of the results expected for the full year.

2.     PROPERTY
AND EQUIPMENT

At
June 30, 2003, property and equipment consists of the following:

|Land and buildings                             | $    380,154
|---------------------------------------------- | ------------
|Equipment                                      | 4,501,195   
|Leasehold improvements                         | 381,642     
|Furniture and fixtures                         | 208,072     
|                                               | 5,471,063   
|Less accumulated depreciation and amortization | (4,833,408) 
|                                               | 637,655     
|Equipment not placed in service                | 201,900     
|                                               | $    839,555

7

3.     ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES

At
June 30, 2003, accounts payable and accrued liabilities consist of the following:

|Trade accounts payable    | $    129,726
|------------------------- | ------------
|Other accrued liabilities | 175,679     
|                          | $    305,405

4.     NET
INCOME (LOSS) PER SHARE

Basic
earnings per share is computed by dividing net income (loss) by the weighted average number
of common shares outstanding during all periods presented. Options and warrants are excluded from the calculation
of diluted earnings per share in 2003 because they are currently anti-dilutive. Options and warrants are included
in the calculation of diluted earnings per share in 2002 where the options' exercise price was greater than the
average market price of the common shares during the period.

5.     CONCENTRATION
OF CREDIT RISK

Financial
instruments that potentially subject us to significant concentrations of credit risk
consist primarily of trade accounts receivable for sales to major customers. We perform
credit evaluations on our customers financial condition and generally do not require
collateral on accounts receivable. We maintain an allowance for doubtful accounts on our
receivables based upon expected collection of all accounts receivable. Uncollected
accounts have not been significant.

For
six months ended June 30, 2003, two customers accounted for 29% and 18% of sales,
respectively. Accounts receivable due from these two customers are 32% and 24%,
respectively, of the total outstanding.

6.     OTHER
INFORMATION

Stock
Options. At June 30, 2003, the Company has one stock-based
employee compensation plan. We account for this plan under the recognition and measurement
principles of APB Opinions No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based employee compensation cost is reflected in net income, as
all options granted under those plans had an exercise price equal to the market value of
the underlying common stock on the date of grant. The following table illustrates the
effect on net income and earnings per share if we had applied the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation.

|                                                                                      | JUNE 30,                 | JUNE 30,            
|------------------------------------------------------------------------------------- | ------------------------ | --------------------
|
|Net income (loss), as reported                                                        | $         (630,067)      | $         360,353   
|Deduct:  Total stock-based employee  compensation expense determined under fair      
|value based method for all awards                                                     | $               8,930    | $           18,344  
|Pro forma net income (loss)                                                           | $         (638,997)      | $         342,009   
|Earnings per share:                                                                  
|Basic and diluted net income (loss) per share - as reported                           | $                 (.02)  | $                .01
|Basic and diluted net income (loss) per share - pro forma                             | $                 (.02)  | $                .01
|Weighted average fair value of options granted to employees during the        quarter | $                     -- | $                 --

8

Item 2.    
          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF      OPERATION

The
following is a discussion of the consolidated financial condition of our results of
operations for the quarters ended June 30, 2003 and 2002.

# QUARTERS ENDED JUNE 30,
2003 AND 2002

Consolidated
revenues for period ended June 30, 2003 of $992,000 decreased $228,000, or 19%, from the
same period last year. The overall decrease in revenue on a comparative basis to the same
time period last year was expected by management as we transitioned into a self directed
marketing strategy. This strategy is expected to enable us to substantially increase our
market share of both domestic and international markets.

Our
domestic marketing program emphasizes the reliance on key regional and national
distribution systems to expand our presence in the marketplace. In addition to the use of
outside distribution systems, we continue our manufacturer direct sales and marketing
activities.

We
are transforming our proof-of-concept international nutritional drink program in Central
America from short term commitments to multi year self sustaining projects in order to
reduce the volatility associated with year-to-year government backed programs. Our
previous commitments were direct purchase sales contracts financed in part through the
United States governments Public Law 416 and 480 programs, with joint participation
by the host country government. The contracts therefore required authorizations by the
authorized representatives of each country. Authorized representatives of these countries
usually change every three to four years. Because of domestic and global uncertainties in
government programs, we have experienced delays in finalizing purchase orders and delivery
schedules for stabilized rice bran solubles into this region. We have secured a financing
commitment from Overseas Private Investment Corporation to assist in funding a RiceX
facility in the Central America region (see Liquidity and Capital Resources for further
discussions).

Gross
margins through period ended June 30, 2003 were $445,000, or 45%, compared to $734,000, or
60%, during the same period last year. The decrease in gross margin dollars of $289,000
was primarily attributed to the decrease in revenues of $228,000 offset by the decrease in
cost of goods sold of $32,000. Contributing to the decrease in gross margin percentage was
low production volume at our Montana plant creating unabsorbed costs of $145,806 for the
second quarter period ended June 30, 2003.

Research
and development (R&D) expenses reflect a $27,000 increase for the quarter
ended June 30, 2003 compared to the same period last year. R&D expenditures increased
from $54,000 for the quarter ended June 30, 2002 to $81,000 for the same period in 2003
due to an increase in insurance costs and legal fees allocated to R&D. The Company
expects to continue research and development expenditures to establish the scientific
basis for health claims of existing products.

Selling,
general and administrative (SG&A) expenses were $549,000 and $493,000
through period ended June 30, 2003 and 2002 respectively, an increase of $56,000. The
increase was due partly to expenses relating to our expanding sales and marketing
functions as well as increased medical benefit and property liability insurance costs.

9

Professional
fees increased to $149,000 for the period ended June 30, 2003 from $132,000 for the same
period in 2002. The increase of $17,000 is due primarily to increased accounting and legal
fees associated with additional reporting compliance required by Sarbanes-Oxley.

Investor
relation fees increased $7,000 to $44,000 for the quarter ended June 30, 2003 from $37,000
for the quarter ended June 30, 2002. Essentially, these fees were related to printing,
filing, and preparation costs to comply with SEC requirements for the annual report,
annual meeting, and proxy statement costs incurred during the second quarter ended June
30, 2003 and 2002 respectively.

We
had a net loss of $375,000 for quarter ended June 30, 2003, or $0.01 per share, compared
to net income of $25,000, or $0.00 per share, for quarter ended June 30, 2002, a decrease
of $400,000 over the same period last year. The net loss is primarily due to decreased
revenues of $228,000, adding an increase in cost of goods sold of $32,000, which included
lower utilization of production capacity, and higher overhead expenses of $57,000 through
quarter ended June 30, 2003.

# SIX MONTHS ENDED JUNE
30, 2003 AND 2002

Consolidated
revenues for six months ended June 30, 2003 were $1,939,000, a decrease of $698,000, or
26% on a comparative basis to six months ended June 30, 2002. The overall decrease in
revenue on a comparative basis to the same time period last year was expected by
management as we transitioned into a self directed marketing strategy. This strategy is
expected to enable us to substantially increase our market share of both domestic and
international markets.

Our
domestic marketing program emphasizes the reliance on key regional and national
distribution systems to expand our presence in the marketplace. In addition to the use of
outside distribution systems, we continue our manufacturer direct sales and marketing
activities.

We
are transforming our proof-of-concept international nutritional drink program in Central
America from short term commitments to multi year self sustaining projects in order to
reduce the volatility associated with year-to-year government backed programs. Our
previous commitments were direct purchase sales contracts financed in part through the
United States governments Public Law 416 and 480 programs, with joint participation
by the host country government. The contracts therefore required authorizations by the
authorized representatives of each country. Authorized representatives of these countries
usually change every three to four years. Because of domestic and global uncertainties in
government programs, we have experienced delays in finalizing purchase orders and delivery
schedules for stabilized rice bran solubles into this region. We have secured a financing
commitment from Overseas Private Investment Corporation to assist in funding a RiceX
facility in the Central America region (see Liquidity and Capital Resources for further
discussions).

Gross
margins for six months ended June 30, 2003 were $905,000, or 47%, compared to $1,627,000
or 62%, during the same period last year. The decrease in gross margin dollars of $721,000
was primarily attributed to the decrease in revenues of $698,000 added to an increase in
cost of sales of $23,000. The decrease in the gross margin percent was primarily due to
low production volume at our Montana plant creating unabsorbed costs of $199,000 for
period ended

10

June 30, 2003. Gross margins on the
Companys various products vary widely and the gross margins are impacted from
period to period by sales mix and utilization of production capacity. The Company expects
that gross margins will improve as sales volumes increase.

R&D
expenses increased $6,000 for six months ended June 30, 2003 compared to the same period
last year. R&D expenditures increased from $118,000 for six months ended June 30, 2002
to $124,000 for six months ended June 30, 2003. The change in R&D expenses is mostly
due to an increase in insurance costs and legal fees allocated to R&D. The Company
expects to continue research and development expenditures to establish the scientific
basis for health claims of our product.

SG&A
expenses were $1,100,000 for six months ended June 30, 2003, compared to $887,000 for six
months ended June 30, 2002, an increase of $213,000. The increase was due partly to
expenses relating to our expanding sales and marketing functions as well as increased
medical benefit and property liability insurance costs.

Professional
fees increased $31,000 to $265,000 for six months ended June 30, 2003 from $234,000 for
the prior years period. The increase of $31,000 is due primarily to increased
accounting and legal fees associated with additional reporting compliance required by
Sarbanes-Oxley.

Investor
relations fees increased from $40,000 for six months ended June 30, 2002 to $53,000 for
six months ended June 30, 2003. The increase of $13,000 was associated to printing,
filing, and preparation costs to comply with SEC requirements for the annual report,
annual meeting, and proxy statements.

For
six months ended June 30, 2003, we experienced a net loss of $630,000, or $.02 per share,
compared to net income of $360,000, or $.01 per share, for six months ended June 30, 2002.
A decrease of $990,000 compared to the same time period last year. The net loss is due to
decreased revenues of $698,000, adding an increase in cost of sales of $22,000, which
included lower utilization of production capacity, and higher expenses of $263,000 through
six months ended June 30, 2003.

# LIQUIDITY AND CAPITAL
RESOURCES

For
period ended June 30, 2003, cash balance and cash flow increased compared to the same
period last year. Our cash balance at June 30, 2003 increased $195,000 to $2,095,000, up
from $1,900,000 at June 30, 2002. Management believes our cash reserve is adequate to meet
future operating requirements.

Our
management team has developed a strategic and financially sound business plan to meet our
ongoing liquidity needs for the year ended December 31, 2003 and thereafter. We believe
that we have positioned ourselves to become the foremost premium ingredient supplier in
the food manufacturing and animal feed sectors. Our cash position has not required cash
from financing activities in order to fund operations in the three years since retiring
all our debt.

In
2002, our Board approved resolutions authorizing us to repurchase up to a total of
$1,000,000 of our own stock on the open market for a period of one year. In 2003, we
repurchased 398,860 shares of our own stock on the open market at a cost of $98,040 during
the six months of 2003. For quarter ended June 30, 2003, we repurchased 256,484 shares at
a cost of

11

$64,000 accumulating to 502,486
total shares repurchased under the program at a cost of $124,724.

In
2001, funded by a United States Department of Agriculture grant, we provided a nutrition
drink to 67,000 children each school day for the entire school year in rural Guatemala. A
clinical study of 150 randomly selected children concluded that acute malnutrition was
eliminated in the study group and chronic malnutrition was reduced from 37 percent to only
5 percent. All of the children demonstrated marked improvement in school attendance,
alertness and scholastic achievement. The success of the 2001 Guatemala program has given
rise to additional funding applications in Guatemala, El Salvador, Nicaragua and Honduras.
Feeding programs have been approved for both El Salvador and Guatemala for 2003. Revenue
from the El Salvador program occurred during 2002, while revenue from the 2003 Guatemala
program is expected in the fourth quarter of 2003.

We
are in the process of broadening our presence in the international markets. Building on
year 2001 successful proof-of-concept program in Guatemala, we continue to develop and
expand international market development activities in Central America. We will be working
with major rescue and relief agencies, congressional supporters and government offices of
United States Department of Agriculture and United States Agency for International
Development to bring a multi-year program to provide nutritional drinks to one million
children each school day from a RiceX facility located within the region. We have secured
a financing commitment from Overseas Private Investment Corporation to assist in funding
the facility. There can be no assurance that this financial commitment will lead to
building a facility in the region.

We
continue to focus our market development activities on nutritionally dense ingredients in
the international market place first in Latin America and then into other world countries.
These market segments currently represent multimillion dollar potential market
opportunities. We also continue to initiate strategic alliance discussions to identify and
formulate potential joint venture opportunities with major domestic premium pet food and
equine feed manufacturers and distributors. Domestic markets for these segments currently
represent a potential opportunity of over $250 million annually. We believe the results of
these successful alliances will have a significant financial effect on our annual revenues
and profit. There can be no assurance that we will obtain additional strategic alliances.

These
efforts could significantly increase demand for our products beyond our current production
capacity. While we believe we can increase our production capacity to meet sales demand,
significant additional capital could be required to meet such expansion requirements. We
have sufficient cash reserves to meet all anticipated short term operating requirements.
However, the timing and amount of any long-term capital requirements cannot be predicted
at this time. There can be no assurance that any financing will be available on acceptable
terms. If such financing is not available on satisfactory terms, we may be unable to
develop or expand our business, develop new products, or develop new markets at the rate
desired and our operating results may be adversely affected.

# Item 3.
          CONTROLS AND PROCEDURES

We
established a compliance committee in 2002 to carry out an evaluation of the effectiveness
of our disclosure controls and procedures. As of June 30, 2003, our management, including
our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in

12

Rule 13a-15(e) promulgated under the
Securities and Exchange Act of 1934, as amended). Based on that evaluation, our
management, including our Chief Executive Officer and our Chief Financial Officer,
concluded that our disclosure controls and procedures were effective in timely alerting
management, including our Chief Executive Officer and our Chief Financial Officer, of
material information that we are required to include in periodic Securities and Exchange
Commission filings.

There
have been no changes in our internal control over financial reporting that occurred during
the quarter ended June 30, 2003 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

PART 2.    
 OTHER INFORMATION

Item 1.     LEGAL
PROCEEDINGS

From
time to time we are involved in litigation incidental to the conduct of our business.
While the outcome of lawsuits and other proceedings against us cannot be predicted with
certainty, in the opinion of management, none of the litigation in which we are currently
involved, individually or in the aggregate, is expected to result in a material effect on
our financial position or results of operations.

Item 2.    
          CHANGES IN SECURITIES AND USE OF PROCEEDS

In
2002, our Board approved resolutions authorizing us to repurchase up to a total of
$1,000,000 of our own stock on the open market for a period of one year. For quarter ended
June 30, 2003, we repurchased 256,484 shares at a cost of $64,000 accumulating to 502,486
total shares repurchased under the program.

Item 3.    
          DEFAULTS UPON SENIOR SECURITIES

None

Item 4.     SUBMISSION
OF MATTERS TO A VOTE OF SECURITYHOLDERS

The
annual Meeting of Stockholders of the Company was held on June 26, 2003. At the 2003
Annual Meeting, the Companys stockholders considered and voted upon the following
matters:

1.    
          Approving the election of James C. Lintzenich as a director of the Company.

At the time of the meeting, proxies
representing 34,988,647 votes were cast approving the election of James C. Lintzenich as a
director of the Company.

The directors whose terms of office
as directors continued after the meeting are Daniel L. McPeak, Sr., Kirit S. Kamdar,
Steven W. Saunders, and Todd C. Crow.

The final tabulation of votes cast
for, against, or withheld, as well as the number of abstention and broker non-votes for
the nominee for the office as a director were as follows:

|                    | VOTES      |    | BROKER
|------------------- | ---------- | -- | ------
|
|James C. Lintzenich | 34,934,892 | -- | 53,755

13

Item 5.     OTHER
INFORMATION

NONE

Item 6.     EXHIBITS
AND REPORTS ON FORM 8-K

(a)
Index to Exhibits

The
following exhibits are attached hereto and filed herewith:

|ExhibitNumber | Description of Exhibit                                                                                                                               
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|             
|4.1           | Board Member Non-statutory Stock Option Agreement issued under the 1997 Stock Option Plan
between the Company and a Board Member dated June 26, 2003.
|             
|10.1          | Financing agreement between the Company and Overseas Private Investment Corporation
                          (OPIC) dated June 26, 2003             
|             
|31.1          | Certification pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                   
|             
|31.2          | Certification pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                   
|             
|32.1          | Certification of Chief Executive Officer Pursuant to 18 U.S.C.ss.1350                                                                                
|             
|32.2          | Certification of Chief Financial Officer Pursuant to 18 U.S.C.ss.1350                                                                                
|             

(b)
Reports on Form 8-K

None

14

SIGNATURES

In
accordance with the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized:

|                       | THE RICEX COMPANY                                                                                                    
|---------------------- | ---------------------------------------------------------------------------------------------------------------------
|Date:  August 14, 2003 | By:   /s/ Daniel L. McPeak
       Daniel L. McPeak       Chairman of the Board and
       Chief Executive Officer    
|Date:  August 14, 2003 | By:   /s/ Todd C. Crow
       Todd C. Crow       Director, Vice President, Finance
       and Chief Financial Officer

15