UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549	SEC FILE NUMBER 0-32565
FORM 12b –25 NOTIFICATION OF LATE FILING	CUSIP NUMBER 67060N204

Check One:

¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR

For Period Ended: March 31, 2009

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

For the Transition Period Ended: __________________________

If the notification relates to a portion of the filing check above, identify the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

NutraCea

Full Name of Registrant

N/A

Former Name if Applicable

5090 N. 40th Street, Suite 400

Address of Principal Executive Office (Street and Number)

Phoenix, Arizona 85018

City, State and Zip Code

PART II -- RULES 12b - 25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b - 25(b), the following should be completed. (Check box if appropriate.)

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or a portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or a portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

As previously disclosed, NutraCea’s Audit Committee is conducting an independent review of certain matters with respect to the Company’s accounting and reporting practices, including the appropriateness and/or timing of recognition of revenues from certain transactions in 2007, and the adequacy of internal control over financial reporting and disclosure controls and procedures.

Based on the preliminary finding of that independent review, in its Current Report on Form 8-K filed on February 23, 2009, NutraCea disclosed that the Board of Directors, based upon the recommendation of the Audit Committee, determined that NutraCea should restate its financial statements for the year ended December 31, 2007, including the associated second, third and fourth fiscal quarters in 2007 and all of the quarters in 2008, and that those financial statements should not be relied upon.

In its Current Report on Form 8-K filed on April 23, 2009, NutraCea disclosed that the Audit Committee expanded its review to include the Company’s accounting treatment of additional transactions in 2006, 2007 and 2008. Based upon this subsequent review, the Audit Committee determined that the Company also would restate its financial statements for the year ended December 31, 2006, including the fourth quarter of 2006, and the first quarter of 2007, and that these financial statements should not be relied upon.

NutraCea is working diligently to complete the restatement, complete the preparation of its financial statements for the year ended December 31, 2008 and quarterly period ended March 31, 2009. However, NutraCea is unable to complete this and file its Form 10-Q for the period ended March 31, 2009 on or before the prescribed due date of May 11, 2009.

PART IV – OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification.

Olga Hernandez-Longan		(602)		522-3000
(Name)		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

¨ Yes x No

NutraCea has not filed its 2008 Annual Report on Form 10-K.

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes ¨ No

On February 23, 2009, NutraCea disclosed in its Current Report on a Form 8-K (“Original Filing”) that the Audit Committee (“Audit Committee”) of the Board of Directors of NutraCea (“Company”) was conducting an internal review of certain matters with respect to the Company’s accounting and reporting practices. The Original Filing also disclosed that based upon the Audit Committee’s recommendation, the Board of Directors of the Company determined that the Company would restate its financial statements for the year ended December 31, 2007, including the associated second, third and fourth fiscal quarters of 2007 and all of the quarters of 2008, and that these financial statements should no longer be relied upon. The transactions upon which this determination was based were (i) a $2.6 million second quarter of 2007 sale of its Dr. Vetz PetFlex brand product with respect to which the applicable criteria for revenue recognition were not met and (ii) a $2.0 million sale of its RiceNShine product in December 2007 that did not meet accounting requirements for recognition of revenue in bill and hold transactions.

Following the date of the Original Filing, the Audit Committee expanded its review to include the Company’s accounting treatment of additional transactions in 2006, 2007 and 2008 (“Subsequent Review”). Based upon the Subsequent Review, the Audit Committee determined on April 23, 2009 that the Company also would restate its financial statements for the year ended December 31, 2006, including the fourth quarter of 2006, and the first quarter of 2007, and that these financial statements should not be relied upon. Similarly, related press releases, reports and shareholder communications describing the Company's financial statements for these periods should no longer be relied upon. The Company intends to restate the financial statements referenced above in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

In connection with the Subsequent Review, the Company determined that it improperly accounted for the following transactions in 2006, 2007 and 2008:

The Company recorded revenue of $1.6 million in the fourth quarter of 2006 from the December 2006 sale of Dr. Vetz Pet Flex product to an infomercial customer. The Company recorded an $800,000 reserve for this receivable in the second quarter of 2007. In the third quarter of 2007 the customer returned the product and the Company recorded a sales return of $1.6 million and reversed the reserve it had recorded in the second quarter of 2007. The Company has now determined that it will reverse this sale in 2006 instead of in 2007 because (i) the Company does not have adequate evidence to conclude that the receivable relating to this sale was collectable in the quarter it was recognized and (ii) the Company did not have sufficient experience in the infomercial market to adequately understand the distribution channel, the fluctuating nature of sales into this channel or the potential for product return. The effect of the reversal will be to (1) reduce total revenue by $1.6M in 2006, (2) reduce cost of sales by $268K in 2006, (3) reduce net income by $1.4M in 2006 and (4) increase net income by $1.4M in 2007.

In June 2007 the Company granted to Pacific Holdings Advisors Limited (“PAHL”) perpetual and exclusive license and distribution rights (the “License”) for the production and sale of stabilized rice bran and stabilized rice bran derivative products in certain countries in Southeast Asia. PAHL agreed to pay the Company a $5 million one-time license fee (“Licence Fee”), which was due and payable on the fifth anniversary of the commencement of stabilized rice bran production at a facility established by PAHL or a joint venture of PAHL and the Company. The Company recorded this $5 million License Fee in the second quarter of 2007. Contemporaneous with the grant of the License, the Company and PAHL jointly formed Grain Enhancements, LLC (“GE”). Pursuant to GE’s limited liability company agreement, PAHL sublicensed its rights under the License to GE.

Upon further analysis of these transactions, the Company has concluded that the License Fee did not qualify as revenue to the Company under generally accepted accounting principals. Through our Subsequent Review of the transactions, including the License and other agreements that the Company entered into in connection with the formation of GE, we determined that the transactions should have been considered as one arrangement with multiple deliverables instead of stand-alone transactions. The various obligations under this one arrangement would have precluded immediate revenue recognition of the License Fee. Accordingly, this transaction will be reversed, which will decrease the Company’s license fee revenue in 2007 by $5 million and increase the Company’s net loss in 2007 by $5 million.

On March 2008, Medan, LLC, a wholly-owned subsidiary of the Company, purchased (“First Purchase”) from Fortune Finance Overseas LTD (“FFOL”) for $8.175 million 9,700 outstanding shares of capital stock of PT Panganmas Int Nusantara, an Indonesian company (“PIN”). In June 2008, Medan purchased directly from PIN 3,050 additional shares of PIN capital stock for $2.5 million. Following these purchases, Medan and FFOL own 51% and 49%, respectively, of PIN’s outstanding capital stock. The capital contributions that the Company made to Medan funded the purchase of the PIN shares.

The determination of the purchase price of the PIN shares was based upon a feasibility study of the PIN project that the Company obtained from a third party valuation firm. Based upon this study, the Company recorded the value of the PIN shares on its balance sheet at $10.675 million, which was the price the Company paid for the PIN shares. Upon further review, the Company has determined that there was not sufficient evidence at the time of their acquisition to support the $10.675 million valuation for the PIN shares. Accordingly, the Company has decided to restate its consolidated balance sheet to reduce the value of the PIN shares by $5 million to $5.675 million as outlined below.

In March 2008, PAHL paid to the Company $5 million for its License Fee described above. A principal shareholder of FFOL is also a principal shareholder of PAHL, and the Company’s receipt of payment for the License Fee was made at the same time the Company decided to make the First Purchase of the PIN shares. Based in part upon the related ownership of FFOL and PAHL, the timing of the payments, the sub-license of PAHL’s rights under the License to GE and the Company’s current determination of the value of the PIN shares, the Company now believes the First Purchase of the PIN shares and the payment of the License Fee should be viewed as a combined event with related parties, causing the Company to account for the First Purchase of the PIN shares as a payment of $3.175 million instead of $8.175 million.

The following table contains a preliminary estimate of the impact that the above referenced restatements (including the restatements referenced in the Original Filing, but excluding goodwill impairment for RiceX) will have on certain items of the Company’s consolidated statements of operations for the years ended December 31, 2007 and 2006 and the first three quarters of 2008. The financial information below is subject to change based upon the completion of the audit and review of the Company's restated financial statements by its independent registered public accounting firm, and the cumulative effect of the adjustments could change in such restated financial statements.

							Three months ended			Three months ended			Three months ended
	12/31/06			12/31/07			03/31/08			06/30/08			9/30/08

Total revenue as reported	$	18,090,000		$	22,161,000		$	5,111,000		$	10,314,000		$	11,201,000
Decrease/Increase in total revenue - $1.6 million sale		(1,551,000	)		1,551,000
Decrease in total revenue - $2.6 million sale					(2,601,000	)
Decrease in license revenue - $5.0 million sale					(5,000,000	)
Decrease in total revenue - $2.0 million sale					(1,920,000	)
Increase in total revenue - $2.0 million sale								699,000			702,000			414,000
Total revenue as restated		16,539,000			14,191,000			5,810,000			11,016,000			11,615,000

Cost of goods sold as reported		9,130,000			9,898,000			4,794,000			7,277,000			8,704,000
Decrease/Increase in cost of goods sold - $1.6 million sale		(268,000	)		268,000
Decrease in cost of goods sold - $2.6 million sale					(557,000	)
Increase in cost of goods sold - $2.6 million sale inventory write-off					557,000
Decrease in cost of goods sold - $2.0 million sale					(1,283,000	)
Increase in cost of goods sold - $2.0 million sale								467,000			470,000			277,000
Cost of goods sold as restated		8,862,000			8,883,000			5,261,000			7,747,000			8,981,000

Gross profit as reported		8,960,000			12,263,000			317,000			3,037,000			2,497,000
Gross profit as restated		7,677,000			5,308,000			549,000			3,269,000			2,634,000

Operating expenses as reported		7,913,000			27,393,000			7,400,000			7,734,000			7,053,000
Decrease in bad debt expense - $2.6 million sale					(1,601,000	)

Operating expenses as restated		7,913,000			25,792,000			7,400,000			7,734,000			7,053,000

Other Income (expense) as reported/restated		538,000			3,239,000			368,000			(1,184,000	)		245,000

Net income (loss) before income tax as reported	$	1,585,000		$	(11,891,000	)	$	(6,715,000	)	$	(5,881,000	)	$	(4,311,000	)
Net income (loss) before income tax as restated	$	302,000		$	(17,245,000	)	$	(6,483,000	)	$	(5,649,000	)	$	(4,174,000	)

The Company and the Audit Committee are continuing to review and assess the preliminary findings of the Subsequent Review and are also assessing the effect of the restatement on the Company's internal control over financial reporting and its disclosure controls and procedures. Further investigation and assessment may result in additional matters that require restatement for the periods referenced above or for additional fiscal periods. The Company will not reach a final conclusion on the restatement's effect on internal controls and disclosure controls and procedures until completion of the review and restatement process. The Company expects to implement remediation steps in connection with the ultimate conclusion of the Audit Committee’s special investigation and the Subsequent Review.

The Company is working diligently to complete the restatement of its prior period financial statements. The Company can give no assurance as to the ultimate findings of its ongoing review or the impact of these matters on the Company's results of operations or financial condition as reported for prior periods or as expected to be reported for its recently completed fiscal year.

The Company has not completed its analysis of the expected changes in results of operations for the quarterly period ended March 31, 2009 as compared to the corresponding quarterly period of 2008 and is unable to provide a narrative and quantitative explanation of these changes at this time. A narrative explanation of the anticipated changes will be set forth in the Company's quarterly report on Form 10-Q for the quarterly period ended March 31, 2009.

Safe Harbor for Forward Looking Statements

This notification includes “forward looking statements” that involve uncertainties and risks. There can be no assurance that actual results will not differ from the Company’s expectations or any results expressed or implied by such forward looking statements. Factors which could cause materially different results include, among others, the risk that the final conclusion of the Audit Committee’s investigation could result in a determination that the effect of the issues under review are materially greater or lesser than the Company currently believes to be the case; the risk that the Subsequent Review could take longer than expected because of unanticipated issues; the risk that these matters could adversely affect the Company’s ability to make timely filings with the Commission; additional issues that may arise in connection with the Audit Committee’s ongoing investigation or the audit by the Company’s independent public accounting firm; risks of damage to the Company's business and reputation arising from these matters; risks arising from the Commission's formal investigation relating to the restatement, the outstanding litigation relating to the restatement or other possible litigation or regulatory action; and other risks and uncertainties discussed more fully in the Company’s SEC filings, including those discussed under Item 1A, “Risk Factors,” in the Company’s annual report on Form 10-K for the year ended December 31, 2007, and in subsequent quarterly reports on Form 10-Q. The Company disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this report, except as required under federal securities laws.

NutraCea

(Name of Registrant as specified in its charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.



Date: May 11, 2009	By:	/s/ Olga Hernandez-Longan
		Olga Hernandez-Longan,
		Chief Financial Officer