RICEX CO
8-K, 1999-08-26
GRAIN MILL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549





                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                 August 26, 1999
                                (Date of Report)



                                THE RICEX COMPANY
               (Exact Name of Registrant as Specified in Charter)

                         Commission File Number: 0-24285


               DELAWARE                                      68-0412200
(State or Other Jurisdiction of Incorporation)            (I.R.S. Employer
                                                         Identification No.)


               1241 Hawk's Flight Court, El Dorado Hills, CA 95762
                    (Address of Principal Executive Offices)

                                 (916) 933-3000
                         (Registrant's Telephone Number)


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Item 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

On August 17, 1999, The RiceX Company (the "Company") dismissed
PricewaterhouseCoopers LLP ("PwC") as its independent accountants. The
decision to dismiss PwC was approved by the Company's Board of Directors.
PwC's reports on the Company's financial statements for each of the past two
years did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principle except the reports for each of the past two years expressed
substantial doubt about the Company's ability to continue as a going concern.
During the Company's most recent fiscal years and through August 26, 1999,
there have been no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure, or audit scope or
procedure, which, if not resolved to the satisfaction of PwC, would have
caused them to make reference thereto in their report on the financial
statements for such years.

The Company has requested that PwC furnish it with a letter addressed to the
SEC stating whether or not it agrees with the above statements. A copy of
such letter, dated August 26, 1999 is filed as Exhibit 1 to this Form 8-K.


                           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



Date   August 26, 1999                           /s/ Danial L. McPeak
       ---------------                           --------------------------
                                                 Chairman of the Board and
                                                 Chief Executive Officer



                                 2

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                                                                 Exhibit 1

August 26, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Commissioners:


We have read the statements made by The RiceX Company in Item 4 of the
Company's Form 8-K report dated August 26, 1999, and we agree with the
statements therein concerning our Firm.


Very truly yours,

/s/ PricewaterhouseCoopers LLP


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