EXHIBIT 31.2

     CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT AND RULE 13A-14(A) OR 15D-14(A) UNDER THE SECURITIES EXCHANGE
                                   ACT OF 1934

         I, Todd C. Crow, certify that:

         1.       I have reviewed this Quarterly Report on Form 10-QSB of The
RiceX Company for the quarter ended March 31, 2004.

         2.       Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report.

         3.       Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report.

         4.       The small business issuer's other certifying officer(s) and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small business issuer and have:

                  a.       Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;

                  b.       Evaluated the effectiveness of the small business
         issuer's disclosure controls and procedures and presented in this
         report our conclusions about the effectiveness of the disclosure
         controls and procedures, as of the end of the period covered by this
         report based on such evaluation; and

                  c.       Disclosed in this report any change in the small
         business issuer's internal control over financial reporting that
         occurred during the small business issuer's most recent fiscal quarter
         that has materially affected, or is reasonably likely to materially
         affect, the small business issuer's internal control over financial
         reporting.














                                 Exhibit 31.2-1
<PAGE>
         5.       The small business issuer's other certifying officer(s) and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

                  a.       All significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the small business
         issuer's ability to record, process, summarize and report financial
         information; and

                  b.       Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the small
         business issuer's internal control over financial reporting.



Date:  May 17, 2004                             /s/  TODD C. CROW
                                           -------------------------------------
                                           Todd C. Crow, Chief Financial Officer






































                                 Exhibit 31.2-2