---

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
September 30, 2004

|[   ] |  | 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                                                      |  | 68-0412200                           | 
| | ------------------------------------------------------------- |  | ------------------------------------ | 
| | (State or other jurisdiction ofincorporation or organization) |  | (I.R.S. Employer Identification No.) | 
| |                                                               |  |                                      | 

1241 Hawks
Flight Court, El Dorado Hills, California
95762(Address of principal
executive offices)

(916) 933-3000 
(Issuers telephone number)

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: 36,713,274 as of November 10, 2004.

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

---

SECURITIES ANDEXCHANGECOMMISSION



# FORM 10-QSB

Index

|PART I.    | FINANCIAL INFORMATION                                                                            |   
|---------- | ------------------------------------------------------------------------------------------------ | --
|          
|Item 1.    | Consolidated Financial Statements                                                                |   
|          
|           | (a)  Consolidated Balance Sheet at September 30, 2004                                            | 4 
|          
|           | (b)  Consolidated Statements of Operations for the Quarters Ended September 30, 2004 and 2003    | 5 
|          
|           | (c)  Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003 | 6 
|          
|           | (d)  Notes to Consolidated Financial Statements                                                  | 7 
|          
|Item 2.    | Management's Discussion and Analysis or Plan of Operation                                        | 9 
|          
|Item 3.    | Controls and Procedures                                                                          | 13
|          
|
|          
|Item 1.    | Legal Proceedings                                                                                | 13
|          
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                      | 13
|          
|Item 3.    | Defaults Upon Senior Securities                                                                  | 13
|          
|Item 4.    | Submission of Matters to a Vote of Security Holders                                              | 14
|          
|Item 5.    | Other Information                                                                                | 14
|          
|Item 6.    | Exhibits                                                                                         | 14
|          
|Signatures |                                                                                                  | 16

|SECURITIES ANDEXCHANGECOMMISSION | 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:

- increased competitive pressures from existing competitors and new entrants;
- increases in interest rates or our cost of borrowing, or a default under any material debt agreements;
- deterioration in general or regional economic conditions;
- adverse state or federal legislation or regulation that increases the costs of compliance,
or adverse findings by a regulator with respect to existing operations;
- loss of customers or weak sales;
- inability to achieve future sales levels or other operating results;
- the unavailability of funds for capital expenditures; and
- 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, 2003.

|SECURITIES ANDEXCHANGECOMMISSION | 3 | 
|-------------------------------- | - | 



|PART 1. |  | FINANCIAL INFORMATION
|------- |  | ---------------------

|Item 1. |  | Financial Statements.
|------- |  | ---------------------

# THE RICEX COMPANY CONSOLIDATED BALANCE
SHEETSeptember 30, 2004 (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                                     | 
|Unrecognized revenue                                                         | 
|                                                                             | 
|                                                                             | 
|Total current 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,      | 
|36,713,274 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.

|SECURITIES ANDEXCHANGECOMMISSION | 4 | 
|-------------------------------- | - | 



# THE RICEX COMPANYCONSOLIDATED
STATEMENTS OF OPERATIONS(unaudited)

|                                              | Quarters Ended |  | Nine Months Ended |           
|--------------------------------------------- | -------------- |  | ----------------- | ----------
|
|                                              |                |  |                   |           
|Sales                                         |                |  | $                 | 717,403   
|                                              |                |  |                   |           
|Cost of sales                                 |                |  |                   | 424,922   
|                                              |                |  |                   |           
|Gross Profit                                  |                |  |                   | 292,481   
|                                              |                |  |                   |           
|Research and development expenses             |                |  |                   | 62,705    
|Selling, general and administrative expenses  |                |  |                   | 580,535   
|Professional fees                             |                |  |                   | 83,004    
|Investor relations                            |                |  |                   | 9,591     
|                                              |                |  |                   |           
|Loss from operations                          |                |  |                   | (443,354  
|                                              |                |  |                   |           
|Other income (expense):                       |                | 
|Interest and other income                     |                |  |                   | 6,949     
|                                              |                |  |                   |           
|Loss before income taxes                      |                |  |                   | (436,405  
|                                              |                |  |                   |           
|Provision for income taxes                    |                |  |                   | --        
|                                              |                |  |                   |           
|Net Loss                                      |                |  | $                 | (436,405  
|                                              |                |  |                   |           
|Basic loss per share:                         |                | 
|Net loss per share                            |                |  | $                 | (0.01     
|Weighted average number of shares outstanding |                |  |                   | 36,713,274
|                                              |                |  |                   |           

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

|SECURITIES ANDEXCHANGECOMMISSION | 5 | 
|-------------------------------- | - | 



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

|                                                                              | Nine Months Ended | 
|----------------------------------------------------------------------------- | ----------------- | 
|
|                                                                              |                   | 
|Cash flow from operating activities:                                          |                   | 
|Net loss                                                                      |                   | 
|Adjustments to reconcile net loss to net cash (used in)/provided by operating |                   | 
|activities:                                                                   |                   | 
|Depreciation and amortization                                                 |                   | 
|Shares, warrants and options issued for                                       |                   | 
|compensation and services                                                     |                   | 
|Deferred revenue recognized                                                   |                   | 
|                                                                             
|Net changes in operating assets and liabilities:                              |                   | 
|Trade accounts receivable                                                     |                   | 
|Inventories                                                                   |                   | 
|Deposits and other current assets                                             |                   | 
|Accounts payable and accrued liabilities                                      |                   | 
|                                                                              |                   | 
|Net cash (used in)/provided by operating activities                           |                   | 
|                                                                             
|Cash used in investing activities:                                            |                   | 
|(Purchases), sales of property, and equipment, net                            |                   | 
|                                                                              |                   | 
|Net cash from investing activities                                            |                   | 
|Cash flows from financing activities:                                         |                   | 
|Retirement of common stock                                                    |                   | 
|                                                                              |                   | 
|Net cash from financing activities                                            |                   | 
|                                                                             
|Net increase (decrease) in cash and cash equivalents                          |                   | 
|Cash and cash equivalents, beginning of period                                |                   | 
|                                                                              |                   | 
|Cash and cash equivalents, end of period                                      |                   | 
|                                                                              |                   | 

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

|SECURITIES ANDEXCHANGECOMMISSION | 6 | 
|-------------------------------- | - | 



THE RICEX COMPANY

NOTES TO 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, RiceX Nutrients, Inc., formerly Food
Extrusion Montana, Inc. The unaudited consolidated financial statements include the
accounts of RiceX and RiceX Nutrients, Inc., collectively, after the elimination of all
inter-company balances and transactions.

We
are an agribusiness food technology company, which has developed a proprietary process to
stabilize rice bran. We are headquartered in El Dorado Hills, California and have
stabilization equipment located at a 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.

RiceX
Nutrients, Inc. 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, 2003, which
were included in our Form 10-KSB. These unaudited financial statements for the nine months
ended September 30, 2004 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 nine months ended September 30, 2004
are not necessarily indicative of the results expected for the full year.

|SECURITIES ANDEXCHANGECOMMISSION | 7 | 
|-------------------------------- | - | 



|2. |  | PROPERTY
AND EQUIPMENT
|-- |  | ----------------------

| | At
September 30, 2004, property and equipment consists of the following:
| | ------------------------------------------------------------------------

|Land and buildings                             |  |  | $ | 380,154    |  
|---------------------------------------------- |  |  | - | ---------- | -
|Equipment                                      |  |  |   | 4,603,923  |  
|Leasehold improvements                         |  |  |   | 381,642    |  
|Furniture and fixtures                         |  |  |   | 228,071    |  
|                                               |  |  |   | 5,593,790  |  
|Less accumulated depreciation and amortization |  |  |   | (5,002,498 | )
|                                               |  |  | $ | 591,292    |  
|                                               |  | 

|3. |  | ACCOUNTS
PAYABLE AND ACCRUED LIABILITIES
|-- |  | ----------------------------------------

| | At
September 30, 2004, accounts payable and accrued liabilities consist of the following:
| | -----------------------------------------------------------------------------------------

|Trade accounts payable    |  |  | $ | 303,128 | 
|------------------------- |  |  | - | ------- | 
|Other accrued liabilities |  |  |   | 223,738 | 
|Unrecognized revenue      |  |  |   | 65,639  | 
|                          |  |  | $ | 592,504 | 
|                          |  | 

|4. |  | NET
LOSS PER SHARE
|-- |  | ------------------

Basic
net loss per share is computed by dividing net loss by the weighted average number of
common shares outstanding during all periods presented.  Options and warrants are
excluded from the basic net loss per share calculation because they are currently
anti-dilutive.

|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
the nine months ended September 30, 2004, three customers accounted for 17%, 14%, and 9%
of sales, respectively. Accounts receivable due from these three customers were 0%, 16%,
and 2%, respectively, of the total outstanding.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | OTHER
INFORMATION
|-- |  | -----------------

| | Stock
Options. As of September 30, 2004, we have one stock-based
employee compensation plan. We account for this plan under the recognition and measurement
principles of Accounting Principles Board Opinion 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 the plan have
an exercise price equal to the market value of the underlying common stock as of the date
of grant. The
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|SECURITIES ANDEXCHANGECOMMISSION | 8 | 
|-------------------------------- | - | 



| | following
table illustrates the effect on net income and earnings per share if we had applied the
fair value recognition provisions of Financial Accounting Standards Board Statement No.
123, Accounting forStock-Based Compensation, to stock-based
employee compensation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                     | QUARTERENDEDSEPT. 30, |  | QUARTERENDEDSEPT. 30, |          | NINE MONTHSENDEDSEPT. 30, |   | NINE MONTHSENDEDSEPT. 30, |  
|---------------------------------------------------- | --------------------- |  | --------------------- | -------- | ------------------------- | - | ------------------------- | -
|
|Net loss, as reported                                |                       |  | $                     | (436,405 | )                         | $ | (609,773                  | )
|Deduct:  Total stock-based employee  compensation    |                       | 
|expense determined under fair value based method for |                       | 
|all awards                                           |                       |  |                       | 53,400   |                           |   | --                        |  
|                                                     |                       | 
|Pro forma net income (loss)                          |                       |  | $                     | (489,805 | )                         | $ | (609,773                  | )
|Earnings per share:                                  |                       | 
|Basic and diluted net income per share - as          |                       | 
|reported                                             |                       |  | $                     | (.01     | )                         | $ | (.02                      | )
|Basic and diluted net income per share - pro forma   |                       |  | $                     | (.01     | )                         | $ | (.02                      | )
|Weighted average fair value of options granted to    |                       | 
|employees during the quarter                         |                       |  | $                     | .20      |                           | $ | --                        |  

Common
Stock Purchase.In April 2004, the Board of Directors approved an
agreement authorizing us to purchase 1,346,964 common shares of our own stock and
3,030,669 warrants in a private transaction. This was the only purchase transaction this
year through the period ended September 30, 2004. We paid $270,005 for the shares and
warrants at an average cost of $0.20 per share.

|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 September 30, 2004 and 2003.

# QUARTERS ENDED SEPTEMBER
30, 2004 AND 2003

Consolidated
revenues for the period ended September 30, 2004, of $717,000 increased $182,000, or 34%,
from the same period last year. The overall increase in revenue on a comparative basis to
the same time period last year was due to an increase of sales in three of our four
Stabilized Rice Bran product categories.

Gross
margins for the period ended September 30, 2004, were $292,000, or 41%, compared to
$421,000, or 21%, during the same period last year. The increase in gross margin dollars
of $177,000 was primarily attributed to the increase in revenues of $182,000 combined with
a small increase in cost of goods sold of $3,000, resulting in an increase in gross
margin. This increase was primarily caused by a decrease in depreciation expense and
production costs at our Montana plant charged to cost of goods sold for the third quarter
period ended September 30, 2004.

|SECURITIES ANDEXCHANGECOMMISSION | 9 | 
|-------------------------------- | - | 



Research
and development (R&D) expenses reflect an $11,000 increase for the quarter
ended September 30, 2004, compared to the same period last year. R&D expenditures
increased from $52,000 for the quarter ended September 30, 2003, to $63,000 for the same
period in 2004 due to Selling, general and administrative (SG&A) expenses
directly attributed to research and development activities allocated to R&D. We expect
to continue research and development expenditures to establish the scientific basis for
health claims of existing products.

SG&A
expenses were $581,000 and $567,000 through the period ended September 30, 2004 and 2003,
respectively, an increase of $14,000. The increase was due partly to an increase in
expenses relating to sales and market development functions as well as increased employee
related and liability insurance costs.

Professional
fees decreased to $83,000 for the period ended September 30, 2004, from $96,000 for the
same period in 2003. The decrease of $13,000 is due primarily to decreased legal fees and
related activities compared to this time last year.

Investor
relation fees decreased $6,000 to $10,000 for the quarter ended September 30, 2004, from
$16,000 for the quarter ended September 30, 2003. The decrease was associated with lower
printing, filing, and preparation costs to comply with the Securities and Exchange
Commission requirements during the third quarter ended September 30, 2004, and 2003,
respectively.

We
had a net loss of $436,000 for the quarter ended September 30, 2004, or $0.01 per share,
compared to a net loss of $610,000, or $0.02 per share, for the quarter ended September
30, 2003, an improvement of $174,000 over the same period last year. The improvement of
$174,000 was primarily due to increased revenues of $182,000, combined with an increase in
cost of goods sold of $4,000, and slightly higher overhead expenses through the quarter
ended September 30, 2004.

# NINE MONTHS ENDED
SEPTEMBER 30, 2004 AND 2003

Consolidated
revenues for the nine months ended September 30, 2004, were $2,736,000, an increase of
$262,000, or 11% on a comparative basis to the nine months ended September 30, 2003.
Increased consolidated revenues are attributable to an increase of sales in three of our
four Stabilized Rice Bran product categories.

Gross
margins for the nine months ended September 30, 2004, were $1,658,000, or 61%, compared to
$1,020,000, or 41%, during the same period last year. The increase in gross margin dollars
of $638,000 is primarily attributable to the increase in revenues of $262,000 combined
with a decrease in cost of sales of $376,000. The decrease in cost of sales was primarily
due to fully absorbed production costs at our Montana plant including lower depreciation
costs for the production of two product lines for the period ended September 30, 2004.
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.

R&D
expenditures decreased from $176,000 for the nine months ended September 30, 2003, to
$165,000 for the nine months ended September 30, 2004. The change in R&D expenses is
mostly due to a decrease in allocated SG&A expenses attributed to R&D. The Company

|SECURITIES ANDEXCHANGECOMMISSION | 10 | 
|-------------------------------- | -- | 



expects to continue research and
development expenditures to establish the scientific basis for health claims of our
products.

SG&A
expenses were $1,653,000 for the nine months ended September 30, 2004, compared to
$1,662,000 for the nine months ended September 30, 2003, a decrease of $9,000. The
decrease was primarily due to reduced expenses relating to depreciation, as well as a
reduction in bad debt expense, reduced bank charges, and lower advertising costs in 2004.

Professional
fees decreased $28,000 to $338,000 for the nine months ended September 30, 2004, from
$366,000 for the prior years period. The decrease is due primarily to decreased
legal fees and related activity associated with general corporate counsel expenses.

Investor
relations fees decreased $12,000 from $69,000 for the nine months ended September 30,
2003, to $57,000 for the nine months ended September 30, 2004. The decrease was associated
with lower printing, filing, and preparation costs to comply with SEC requirements for the
annual report, annual meeting, and proxy statements.

For
the nine months ended September 30, 2004, we experienced a net loss of $528,000, or $0.01
per share, compared to a net loss of $1,240,000, or $0.03 per share, for the nine months
ended September 30, 2003, an improvement of $712,000 compared to the same time period last
year. The improvement is due to increased revenues of $262,000, decreased cost of sales of
$376,000, which include lower production costs due to lower depreciation expense for
production equipment, lower overheads by $60,000, and an increase in interest and other
income of $14,000 through the nine months ended September 30, 2004.

# LIQUIDITY AND CAPITAL
RESOURCES

For
the nine months ended September 30, 2004, our cash balance decreased by $726,000 compared
to the same period last year. Our cash balance at September 30, 2004, decreased to
$1,207,000, down from $1,933,000 at September 30, 2003. Our cash position has not required
cash from financing activities in order to fund operations since retiring all of our long
term debt in 2000. Management believes our cash reserve is adequate to meet future
operating requirements.

In
April 2004, the Board of Directors approved an agreement authorizing us to purchase
1,346,964 common shares of our own stock and 3,030,669 warrants in a private transaction.
This was the only purchase transaction this year through the period ended September 30,
2004. We paid $270,005 for the shares and warrants at an average cost of $0.20 per share.

We
continue to penetrate target markets worldwide. After recent discussions overseas, we are
now building strategic partnerships with major international food and their related
pharmaceutical companies and financial institutions in key international markets. We have
also created a Global Advisory Council to assist in our worldwide market expansion
efforts. Our Global Advisory Council includes respected leaders in agriculture, business,
and medicine from different regions of the world. There can be, however, no assurance that
we will secure such strategic partnerships.

|SECURITIES ANDEXCHANGECOMMISSION | 11 | 
|-------------------------------- | -- | 



We
also continue to initiate strategic alliance discussions to identify and formulate
potential joint venture opportunities with domestic equine feed manufacturers and
distributors, including new, creative long-term supply arrangements.  Domestic
markets for these segments currently represent a potential opportunity of over $250
million annually.  While we anticipate new opportunities in this field through the
cultivation of strategic alliances, we cannot be certain that we will be able to secure
and retain such alliances.

We
also have initiated a marketing transition in our domestic functional food business. 
Our marketing staff actively cultivates substantial new product development projects
underway with key strategic allies and customers.  Several of these customers are
launching new food and beverage products this year that will include RiceX products. 
The customers include nationally recognized baked goods, beverage, nutritional supplement
and ready to eat food manufacturing companies. These market segments currently
represent multimillion dollar potential market opportunities, although we can offer no
assurances that we will be able to capture such opportunities.

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.

|SECURITIES ANDEXCHANGECOMMISSION | 12 | 
|-------------------------------- | -- | 



|Item 3. |  | Controls and Procedures.
|------- |  | ------------------------

(a)       
          Disclosure controls and procedures. Terrence Barber, our Chief Executive
          Officer, and Todd C. Crow, our Chief Financial Officer, evaluated the
          effectiveness of our disclosure controls and procedures as of the quarter ended
          September 30, 2004. Based on this evaluation, they believe that:

| |                 our
disclosure controls and procedures were effective to ensure that information required to
be disclosed by us (including our consolidated subsidiaries) in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions
rules and forms; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                 our
disclosure controls and procedures were effective to ensure that information required to
be disclosed by us in the reports we file or submit under the Securities Exchange Act of
1934 was accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          Changes in Internal Control Over Financing Reporting. There have been no
          changes in our internal control over financial reporting that occurred during
          the quarter ended September 30, 2004, 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. |  | Unregistered
Sales of Equity Securities and Use of Proceeds.
|------- |  | ------------------------------------------------------------

| | None.
| | -----

|Item 3. |  | Defaults
Upon Senior Securities.
|------- |  | --------------------------------

| | None.
| | -----

|SECURITIES ANDEXCHANGECOMMISSION | 13 | 
|-------------------------------- | -- | 



|Item 4. |  | Submission
of Matters to a Vote of Security Holders.
|------- |  | ----------------------------------------------------

The
Annual Meeting of Stockholders of the Company was held on July 1, 2004. At the 2004 Annual
Meeting, the Companys stockholders considered and voted upon the following matters:

| |         
       Approving the election of Daniel L. McPeak, Sr. and Edward McMillan as directors
of the Company.
| | -----------------------------------------------------------------------------------------------------------------

At
the time of the meeting, proxies representing 33,023,174 and 33,040,241 votes were cast
approving the election of Daniel L. McPeak, Sr. and Edward McMillan, respectively, as
directors of the Company.

The
directors whose terms of office as directors continued after the meeting are Kirit S.
Kamdar, Steven W. Saunders, James C. Lintzenich and Terrence Barber.

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

|                     | VOTES      |  | BROKER | 
|-------------------- | ---------- |  | ------ | 
|
|Daniel L. McPeak, Sr | 33,023,174 |  | -      | 
|Edward McMillan      | 33,040,241 |  | -      | 

|Item 5. |  | Other Information.
|------- |  | ------------------

| | None.
| | -----

|Item 6. |  | Exhibits.
|------- |  | ---------

| | The
following exhibits are attached hereto and filed herewith:
| | --------------------------------------------------------------

|ExhibitNumber | Description of Exhibit                                                             
|------------- | -----------------------------------------------------------------------------------
|              |                                                                                    
|3.1           | Certificate of Incorporation of the Company (1)                                    
|3.2           | Bylaws of the Company (2)                                                          
|10.1          | Employment Agreement between Karen Halliburton and the Company dated July 12, 2004.
|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.             

|SECURITIES ANDEXCHANGECOMMISSION | 14 | 
|-------------------------------- | -- | 



_________________

|(1) |  | Incorporated by reference to the Companys Registration Statement No.
               000-24285 filed with the Securities and Exchange Commission on May 18, 1998.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to the Companys Amendment No. 2 to Registration
               Statement No. 000-24285 filed with the Securities and Exchange Commission on
               August 26, 1998.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|SECURITIES ANDEXCHANGECOMMISSION | 15 | 
|-------------------------------- | -- | 



# 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:  November 15, 2004 | By: /s/ Todd C. Crow                                                 
|                         | Todd C. CrowSenior Vice President, Financeand Chief Financial Officer

|SECURITIES ANDEXCHANGECOMMISSION | 16 | 
|-------------------------------- | -- |