UNITED STATESSECURITIES STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 8-K

_________________CURRENT REPORT

CURRENTPURSUANT REPORTTO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(~~d)OF~~Date ~~THE~~of ~~SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFJanuary ~~1934~~28, 2005

~~Date~~THE ofRICEX ~~Report~~COMPANY (~~Date~~Exact name of ~~earliest~~ ~~event~~registrant ~~reported~~as specified in its charter)

October 4, 2004

Delaware	0-24285	68-0412200
(State or other jurisdiction of icorporation)	(Commission File Number)	(IRS Employer Identification No.)

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1241 Hawk’s Flight Court El Dorado Hills, California	95762
(Address of principal executive offices, including zip code)	(Zip Code)

~~THE RICEX COMPANY (Exact name of~~ Registrant's astelephone number, ~~specified~~including inarea ~~its charter~~code: (916) 933-3000

Delaware	0-24285	68-0412200
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

Item 1.01.

Entry into Material Definitive Agreement.

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

On January 28, 2005, The RiceX Company (the “Company”) entered into a separation and mutual release agreement with Terrence Barber, the Company’s Chief Executive Officer. The agreement provides for the resignation by Mr. Barber as the Chief Executive Officer of the Company, as well as his resignation from the board of directors of the Company, and, in exchange for mutual releases between the Company and Mr. Barber, the agreement provides for Mr. Barber to receive a severance payment of $150,000.00. The agreement also provides for the termination of all unvested stock options previously granted to Mr. Barber pursuant to that certain Non-Statutory Stock Option Agreement dated June 25, 2004, as well as the return of all property of the Company held by Mr. Barber. Additional disclosure regarding Mr. Barber’s resignation is set forth below in Items 1.02 and 5.02 of this Current Report on Form 8-K.

~~Registrant’s telephone~~Item ~~number,~~1.02. ~~including~~Termination ~~area~~of ~~code:~~a ~~(916)~~Material ~~933-3000~~ Definitive Agreement.

~~Check~~ As set forth above, on January 28, 2005, the ~~appropriate~~Company ~~box~~accepted ~~below~~the ifresignation of Mr. Barber as the ~~Form~~Chief ~~8-K~~Executive ~~filing~~Officer isof ~~intended~~the toCompany. ~~simultaneously~~In ~~satisfy~~connection therewith, the ~~filing~~employment agreement ~~obligation~~between of the Company and Mr. Barber was terminated and, in exchange for mutual ~~registrant~~releases ~~under~~between ~~any~~the Company and Mr. Barber, Mr. Barber received a severance payment of $150,000.00. Mr. Barber’s resignation from his position as Chief Executive Officer of the ~~following~~Company ~~provisions:~~was predicated on his desire to pursue other opportunities.

~~[_]~~Item ~~Written~~5.02. ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~425~~Principal ~~under~~Officers; ~~the~~Election ~~Securities~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~230~~Principal Officers.~~425)~~

~~[_]~~ As set ~~Soliciting~~forth ~~material~~above, ~~pursuant~~on toJanuary ~~Rule~~28, ~~14a-12~~2005, ~~under~~the Company accepted the ~~Exchange~~resignation ~~Act~~of ~~(17~~Mr. ~~CFR~~Barber from ~~240~~the board of directors of the Company.~~14a-12)~~ In connection therewith, Mr. Barber resigned from his position on the Executive Committee of the board of directors. Mr. Barber’s resignation from the board of directors of the Company was predicated on his desire to pursue other opportunities.

~~[_]~~ On January ~~Pre-commencement~~28, ~~communications~~2005, ~~pursuant~~the toCompany ~~Rule~~also ~~14d-2(b)~~accepted ~~under~~the Mr. Barber’s resignation as the ~~Exchange~~Chief Executive ~~Act~~Officer ~~(17~~of ~~CFR~~the ~~240~~Company.~~14d-2(b))~~

~~[_]~~ On January ~~Pre-commencement~~28, ~~communications~~2005, ~~pursuant~~the Company appointed Ike E. Lynch as its interim Chief Executive Officer pending the appointment of a permanent successor to ~~Rule~~Mr. ~~13e-4(c)~~Barber. ~~under~~Mr. Lynch, age 60, currently serves as the ~~Exchange~~Company’s ~~Act~~Vice ~~(17~~President ~~CFR~~of ~~240~~Operations and International Business Development, and President and Chief Operating Officer of RiceX Nutrients, Inc.~~13e-4~~, a subsidiary of the Company (cformerly Food Extrusion Montana, Inc.)). He has held these positions since January 1997.

~~Item~~ The Company 4and Mr.~~01.~~ ~~Changes~~Lynch inpreviously ~~Registrant~~entered into an employment agreement, on May 1, 2004, appointing him as the Company’s ~~Certifying~~Vice ~~Accountant~~President of Operations and International Business Development. Pursuant to the terms of this employment agreement, Mr. Lynch devotes a minimum of 30 hours per month and a maximum of 100 hours per month to the performance of his duties. Mr. Lynch receives a minimum monthly salary of $3,000.00 (subject to an annual 5% adjustment), with an additional $100.00 per hour for each hour worked beyond his minimum requirement. The term of the employment agreement is for five years and can be automatically extended unless either party delivers notice of election not to extend the employment at least six months prior to the expiration of the initial term. Mr. Lynch is also entitled to certain severance payments upon his termination without cause, as well as certain change of control payments in the event of a change of control of the Company.

~~On October~~Item 1, 2004, The RiceX Company (the “Company”) dismissed Moss Adams LLP (“Moss Adams”) as its independent auditors and engaged Perry-Smith LLP (“Perry-Smith”) as its independent auditors effective as of October 4, 20049. ~~Such~~01 ~~decision~~Financial toStatements ~~change independent auditors was approved by the Company’s Board of Directors~~ and ~~by the Audit Committee of the Company’s Board of Directors~~Exhibits.

~~Moss Adams’~~(c) ~~reports~~Exhibits. onThe ~~the~~following ~~Company’s~~exhibit ~~financial~~is ~~statements~~filed for each of the fiscal years ended December 31, 2003 and 2002 did not contain an adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope or accounting principles. herewith:

~~During the~~ExhibitNumber fiscal years ended December 31, 2003 and 2002 and the period from December 31, 2003 through the end of Moss Adams’ engagement with the Company, there have been no disagreements between the Company and Moss Adams on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Moss Adams, would have caused it to make reference to the subject matter of the disagreements in its report on the Company’s financial statements for either of such fiscal years, except the following: Document

•17.1 InLetter ~~connection~~from ~~with~~Terrence ~~the~~Barber ~~audit~~to of the Company’s ~~financial~~dated ~~statements~~January ~~for the fiscal year ended December 31~~28, ~~2003, Moss Adams had a disagreement with the Company relating to the timing of revenue recognition with respect to one of the Company’s customer contracts.~~2005

The Audit Committee of the Board of Directors of the Company discussed the subject matter of such disagreement with Moss Adams, and the matter was resolved to each party’s satisfaction prior to the filing of the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003. The Company has authorized Moss Adams to respond fully to the inquiries of Perry-Smith concerning the subject matter of such disagreement.

The Company has provided Moss Adams with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Moss Adams’ letter, dated October 4, 2004, stating its agreement with such disclosures.

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Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

Exhibit Number Document

16 Letter from Moss Adams LLP dated October 4, 2004

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE RICEX COMPANY
	By: /s/ Terrence Barber
Date: January 28, 2005	By:	/s/ Daniel L. McPeak Sr.
Date: October 5, 2004	Terrence Barber
		Daniel L. McPeak Sr. Chairman of the Board
	Chief Executive Officer

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THE RICEX COMPANY

Exhibit Index to Current Report on Form 8-K

ExhibitNumber Document

16 Letter from Moss Adams LLP dated October 4, 2004

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Filing Compare · RICEX CO