Exhibit 31.2 

        I,Todd C. Crow, certify that: 

    1.       Ihave reviewed this annual report on Form 10-KSB of The RiceX Company; 

    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 RiceX Company as of, and          for, the periods presented in this report; 

    4.                 The RiceX Company’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 RiceX Company 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 RiceX Company, 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 RiceX Company’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 RiceX Company’s internal control          over financial reporting that occurred during The RiceX Company’s most          recent fiscal quarter (The RiceX Company’s fourth fiscal quarter in the          case of an annual report) that has materially affected, or is reasonably likely          to materially affect, The RiceX Company’s internal control over financial          reporting; and 

    5.                 The RiceX Company’s other certifying officer(s) and I have disclosed, based          on our most recent evaluation of internal control over financial reporting, to          The RiceX Company’s auditors and the audit committee of The RiceX          Company’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 RiceX Company’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 RiceX Company’s internal control over          financial reporting. 

Date: March 30, 2005 

/s/ TODD C. CROW