Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  SANDERS JEFFREY W
 2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2008		 3. Issuer Name and Ticker or Trading Symbol
NUTRACEA [NTRZ.OB]
(Last)
(First)
(Middle)
5090 NORTH 40TH STREET, SUITE 400		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PHOENIX, AZ 85018		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 01/23/2009 04/23/2013 Common Stock 350,000 (1) $ 1.14 D  
Stock Options 12/31/2008 04/23/2013 Common Stock 250,000 (2) $ 1.14 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANDERS JEFFREY W
5090 NORTH 40TH STREET
SUITE 400
PHOENIX, AZ 85018		       Chief Financial Officer  

Signatures

/s/ Jeffrey W. Sanders 05/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) On the nine month anniversary of the effective date, 1/4th of the shares will vest, and thereafter 1/12th of the shares shall vest and become exercisable on each successive three month anniversary of the effective date.
(2) 25% of the shares shall vest on 12/31/2008 in accordance with the performance criteria of the calander year 2008, 37.5% shall vest and become exercisable on each of the second and third anniversary of the effective date based on the performance criteria of the calendar years 2009 and 2010.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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