Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Adelman Margie
 2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2005		 3. Issuer Name and Ticker or Trading Symbol
NUTRACEA [NTRZ]
(Last)
(First)
(Middle)
1261 HAWK'S FLIGHT COURT		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Secretary
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

EL DORADO HILLS, CA 95762		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 38,422
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy)   (1) 01/25/2015 Common Stock 1,000,000 $ 0.3 D  
Common Stock Warrants (right to buy)   (2) 01/25/2015 Common Stock 1,000,000 $ 0.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Adelman Margie
1261 HAWK'S FLIGHT COURT
EL DORADO HILLS, CA 95762		       Secretary  

Signatures

/s/ Margie Adelman 02/18/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 500,000 shares are immediately exercisable, the remaining 500,000 are exercisable after January 25, 2006.
(2) Reporting person may exercise upon (i) Company reporting annual gross sales of twenty million dollars ($20,000,000) and (ii) the Company reports a positive EBITDA during reporting person?s employment.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.