UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: NUTRACEA
Title of Class of Securities: COMMON STOCK, NO PAR VALUE
CUSIP Number: 762875102
Date of Event Which Requires Filing of This Statement: December 31, 2006
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons:
Pequot Capital Management, Inc.
06-1524885
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ ]
3. SEC Use Only
4. Citizenship or Place of Organization:
Connecticut
Number of
Shares
Beneficially 5. Sole Voting Power:
Owned by 1,905,000
Each
Reporting 6. Shared Voting Power:
Person 0
With:
7. Sole Dispositive Power:
1,905,000
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,905,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
11. Percent of Class Represented by Amount in Row (9):
2.1%
12. Type of Reporting Person:
IA, CO
Item 1(a) Name of Issuer: Nutracea (the "Issuer")
1(b) Address of Issuer's Principal Executive Offices:
1261 Hawk's Flight Court, El Dorado Hills, CA 95762
Item 2(a)-(c). Name, Principal Business Address, and Citizenship of Persons
Filing:
Pequot Capital Management, Inc., 500 Nyala Farm Road, Westport,
CT, 06880, which is a Connecticut corporation.
(d) Title of Class of Securities: COMMON STOCK, NO PAR VALUE PER SHARE
(e) CUSIP Number: 762875102
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
Pequot Capital Management, Inc. is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Ownership as of December 31, 2006 is incorporated herein by reference from
items (5) - (9) and (11) of the cover page of the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [x]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of the Group.
Not applicable.
Item 10.
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose or with the
effect of changing or influencing the control of the issuer of such securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2007 /s/ Aryeh Davis
------------------------------------
By: Aryeh Davis
Title: Chief Operating Officer,
General Counsel and Secretary