Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
MCPEAK PATRICIA
 2. Issuer Name and Ticker or Trading Symbol
NUTRACEA [NTRZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

1261 HAWK'S FLIGHT COURT		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
(Street)


EL DORADO HILLS, CA 95762		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 07/10/2002   J(1) 737,350 D $ 0.29 0 D  
Common Stock 09/23/2002   G(2) 535,000 D $ 0 12,426,986 D  
Common Stock 01/03/2003   G(3) 25,000 A $ 0 12,451,986 D  
Common Stock 11/12/2003   J(4) 11,206,787 D $ 0 1,245,199 D  
Common Stock 12/01/2003   J(5) 402,644 A $ 1.3 0 D  
Common Stock 12/04/2003   C(6) 114,000 A $ 1.31 0 D  
Common Stock 12/04/2003   C(7) 344,956 A $ 0.5 0 D  
Common Stock 12/18/2003   A(8) 2,155,978 A $ 1.2 4,262,777 D  
Common Stock 12/12/2001   P 972,143 A $ 0.16 972,143 I By Sherwood Capital
Common Stock 01/01/2002   S 243,036 D $ 0.16 0 I By Sherwood Capital
Common Stock 01/10/2002   J(9) 50,000 D $ 2.25 0 I By Sherwood Capital
Common Stock 09/04/2002   J(9) 60,000 D $ 0.25 0 I By Sherwood Capital
Common Stock 09/04/2002   J(9) 10,000 D $ 0.25 0 I By Sherwood Capital
Common Stock 09/04/2002   J(9) 290,000 D $ 0.25 0 I By Sherwood Capital
Common Stock 09/04/2002   G(10) 50,000 D $ 0 0 I By Sherwood Capital
Common Stock 09/20/2002   J(9) 100,000 D $ 0.2 0 I By Sherwood Capital
Common Stock 09/20/2002   J(9) 10,000 D $ 0.2 159,107 I By Sherwood Capital
Common Stock 04/23/2003   J(9) 100,000 D $ 0.07 0 I By Sherwood Capital
Common Stock 10/14/2003   S 59,107 D $ 0.14 0 I By Sherwood Capital

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $ 1 12/04/2003   C4   30,000 12/04/2003 12/31/2004 Common Stock
30,000
$ 1.31 0
D
 
Series A Convertible Preferred Stock $ 0.5 12/04/2003   C4   42,000 12/04/2003 12/31/2004 Common Stock
84,000
$ 0 0
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCPEAK PATRICIA
1261 HAWK'S FLIGHT COURT
EL DORADO HILLS, CA 95762		   X   X   Chief Executive Officer  

Signatures

S/Patricia McPeak 10/07/2004
**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) Shares transferred pursuant to Escrow Agreement.
(2) The reporting person previously reported gifts on Form 4. Gifts are to family members not part of reporting person?s household. The reporting person disclaims beneficial ownership of the shares held by family members and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by family members for purposes of Section 16 or for any other purpose.
(3) Return to reporting person of shares originally gifted by reporting person to family member on September 23, 2002.
(4) On November 12, 2003, issuer?s stock reverse split 1-for-10, resulting in the reporting person?s disposal of 11,206,787 shares of common stock.
(5) Common stock paid by issuer to reporting person in lieu of compensation.
(6) The reporting person converted 30,000 shares of Series A Convertible Preferred Stock on December 12, 2003, at a conversion ratio of one share of preferred for one share of common stock resulting in her acquisition of 30,000 shares of common stock. The Series A Preferred shares were obtained upon the conversion of a loan in which reporting person had loaned $300,000 to the Company. Additionally on this date, the reporting person converted $42,000 in preferred dividends to common stock. The preferred dividends converted had a conversion price of $0.50 per share of common stock, resulting in the reporting person?s acquisition of 84,000 shares of common stock.
(7) The reporting person acquired 344,956 shares of common stock from issuer in exchange for cancellation of debt in the amount of $172,478.06.
(8) The issuer issued 2,155,978 restricted shares of common stock to the reporting person as a contingent bonus pursuant to the reporting person?s employment agreement.
(9) The reporting person transferred shares of issuer?s common stock held indirectly for services rendered by various individuals to issuer.
(10) Gift to mother who did not share reporting person?s household at time of gift. The reporting person disclaims beneficial ownership of the shares held by family members and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by family members for purposes of Section 16 or for any other purpose.

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