SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

For the transition period from _______________ to _________________

Commission File Number 0-25294

RIVIANA FOODS INC.

     Registrant’s telephone number, including area code: (713) 529-3251

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     Yes þ     No  o

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

     Yes þ     No  o

     The number of shares of Common Stock of the Registrant, par value $1.00 per share, outstanding at April 29, 2004, was 14,529,823.

RIVIANA FOODS INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 28, 2004

INDEX

Part I. Financial Information

RIVIANA FOODS INC. AND SUBSIDIARIES

The accompanying notes are an integral part of these consolidated financial statements.

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RIVIANA FOODS INC. AND SUBSIDIARIES

The accompanying notes are an integral part of these consolidated financial statements.

2

RIVIANA FOODS INC. AND SUBSIDIARIES

The accompanying notes are an integral part of these consolidated financial statements.

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RIVIANA FOODS INC. AND SUBSIDIARIES

1. Basis for Preparation of the Consolidated Financial Statements

          The consolidated financial statements have been prepared by Riviana Foods Inc. and subsidiaries (“the Company”), without audit, with the exception of the June 29, 2003, consolidated balance sheet. The financial statements include consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows. Certain amounts in the prior year have been reclassified to conform to the current year presentation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.

          The financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended June 29, 2003.

          The Company’s fiscal year is based on the 52/53-week period ending on the Sunday closest to June 30th of each year. Both fiscal 2004 and 2003 are 52-week periods. The three-month and nine-month periods ended March 28, 2004 and March 30, 2003 each covered 13 and 39 weeks of operation.

2. Earnings per Share and Stock-Based Compensation

          Basic and diluted earnings per share are computed by dividing net income by the respective number of weighted average common shares outstanding. The reconciliation of weighted average common shares outstanding used in computing basic and diluted earnings per share is as follows:

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          The Company has elected to follow the intrinsic value method in accounting for its employee stock options in accordance with APB 25, “Accounting for Stock Issued to Employees”. Accordingly, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

          Had expense been determined based on the Black-Scholes option pricing model at the grant date for awards in 2004 and 2003 consistent with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company’s net income and earnings per share would have been as follows:

3. Inventories

          Inventories were composed of the following:

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4.

Comprehensive Income

          The components of comprehensive income were as follows:

5.

Segment Information

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6.

Pension Plan

          Components of net periodic pension costs:

          In the United States plan, employer contributions paid for the nine months ended March 28, 2004 totaled $6,767. No additional contributions are expected to be paid during the current fiscal year. In the International plan, employer contributions paid for the nine months ended March 28, 2004 totaled $249. An additional $101 is expected to be contributed during the remainder of the current fiscal year.

7.

Trademark License Agreement

               In December 2003, the Company’s unconsolidated affiliate, Euryza Reis GmbH (Euryza), finalized a trademark license agreement with Herba Germany GmbH (Herba), a subsidiary of Herba Foods, S.L. (Foods), for the use of the trademarks Reis Fit® and Ris-Fix® in certain European countries. Both Herba and Foods are affiliates of the Company’s joint venture partner in Euryza. The agreement commits Euryza to pay Herba annually €300 ($364) plus a royalty of 5.5% of invoiced sales. The initial term of the trademark license agreement is five years, with three-year extensions available through 2023.

               In connection with the trademark license agreement, Euryza entered a separate put and call option contract with Foods. The put option feature provides that any time from the start of the contract until September 30, 2018, Foods can require Euryza to purchase all of the shares of Herba, which holds the trademarks, for the price of €21,610 ($26,206) adjusted annually for the Euribor interest rate plus 0.5%. The call option feature provides that during the period from October 1, 2018 through December 31, 2018, Euryza has the option to purchase all of the shares of Herba at

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the same price as the put option. The put and call option contract will expire at the earlier of December 31, 2018, or three months following the termination of the trademark license agreement.

               The put option feature represents a written option liability of Euryza and is required to be reported at fair value and subsequently marked to fair value through earnings. The recording of the put option liability is not expected to have a material impact on the financial statements of the Company.

8.

Subsequent Event – Formation of Joint Venture

               Effective March 29, 2004, the Company and Ebro Puleva, S.A. (Ebro) formed S&B Herba Foods Limited (S&BHF) in the United Kingdom by the combination of Stevens & Brotherton Ltd. (S&B), the Company’s UK subsidiary, and Joseph Heap & Sons, Ltd. (Heap), an Ebro UK subsidiary. S&BHF is owned 49% by the Company and 51% by Ebro. S&B markets and distributes branded and private label rice, dried fruit and other food products in the U.K. Heap is a rice and rice flour milling company which markets and distributes branded and private label rice and supplies rice flour and bulk rice to industrial customers in the UK. As of March 29, 2004, S&B ceased to be accounted for as a consolidated subsidiary of the Company and S&BHF is accounted for as an unconsolidated affiliate. As of March 28, 2004, S&B was accounted f