Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
LYNCH IKE E
   2. Issuer Name and Ticker or Trading Symbol
NUTRACEA [NTRZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
1241 HAWK?S FLIGHT COURT, SUITE 103		 3. Date of Earliest Transaction (Month/Day/Year)
10/04/2005
(Street)

EL DORADO HILLS, CA 95762		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/04/2005   A   272,677 A (1) 272,677 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.3 10/04/2005   A   76,799   10/04/2005 09/09/2008 Common Stock 76,799 (3) 76,799 D  
Stock Option (right to buy) $ 0.3 10/04/2005   A   30,719   10/04/2005 09/09/2008 Common Stock 30,719 (4) 30,719 D  
Stock Option (right to buy) $ 0.3 10/04/2005   A   691,191   10/04/2005 11/01/2009 Common Stock 691,191 (5) 691,191 D  
Stock Option (right to buy) $ 0.3 10/04/2005   A   95,998   10/04/2005 01/02/2012 Common Stock 95,998 (6) 95,998 D  
Stock Option (right to buy) $ 0.3 10/04/2005   A   596,812     (8) 03/31/2015 Common Stock 537,678 (7) 596,812 D  
Stock Option (right to buy) (10) 10/04/2005   A   39,935     (10)   (10) Common Stock 39,935 (9) 39,935 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LYNCH IKE E
1241 HAWK?S FLIGHT COURT
SUITE 103
EL DORADO HILLS, CA 95762		       Chief Operating Officer  

Signatures

 /s/ Ike E. Lynch   10/06/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Received in exchange for 355,054 shares of The RiceX Company common stock in connection with the merger between The RiceX Company and NutraCea (the "Merger").
(2) Includes 11,065 shares owned indirectly through spouse which were received in exchange for 14,409 shares of The RiceX Company in the Merger to which the reporting person disclaims any beneficial ownership.
(3) Received in the Merger in exchange for an employee stock option to acquire 100,000 shares of The RiceX Company common stock for $0.30 per share.
(4) Received in the Merger in exchange for an employee stock option to acquire 40,000 shares of The RiceX Company common stock for $0.30 per share.
(5) Received in the Merger in exchange for an employee stock option to acquire 900,000 shares of The RiceX Company common stock for $0.30 per share.
(6) Received in the Merger in exchange for an employee stock option to acquire 125,000 shares of The RiceX Company common stock for $0.30 per share.
(7) Received in the Merger in exchange for an employee stock option to acquire 777,111 shares of The RiceX Company common stock for $0.30 per share. Includes options to purchase 32,255 shares owned indirectly through spouse which were received in exchange for options to purchase 42,000 shares of The RiceX Company in the Merger. The reporting person disclaims any beneficial ownership of securities owned by spouse.
(8) Immediate vesting of 1/3 of options originally granted on March 31, 2005 with balance vesting monthly over three years.
(9) Includes options to purchase 39,935 shares owned indirectly through spouse which were received in exchange for options to purchase 52,000 shares of The RiceX Company in the Merger. The reporting person disclaims any beneficial ownership of securities owned by spouse.
(10) Various

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