<PAGE>
     As Filed With the Securities and Exchange Commission on August 4, 2003
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           --------------------------

                               RIVIANA FOODS INC.
               (Exact name of issuer as specified in its charter)


               DELAWARE
     (State or other jurisdiction                       74-0177572
   of incorporation or organization)    (I.R.S. Employer Identification Number)


          2777 ALLEN PARKWAY
           HOUSTON, TEXAS                                 77019-2141
(address of principal executive offices)                  (Zip Code)


                           --------------------------

                               RIVIANA FOODS INC.
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                            (Full title of the plan)

                           --------------------------

                                 W. David Hanks
                            Executive Vice President
                               Riviana Foods Inc.
                               2777 Allen Parkway
                            Houston, Texas 77019-2141
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 529-3251

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
 TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING        REGISTRATION
     BE REGISTERED           REGISTERED (1)            SHARE (2)              PRICE (2)                  FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                         <C>                         <C>               <C>                         <C>
Common Stock, par
value $1.00 per share       1,000,000 shares            $27.25            $27,250,000.00              $2,204.53
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</Table>

(1)      These shares represent the additional shares that were added to the
         Riviana Foods Inc. Amended and Restated 1997 Stock Option Plan pursuant
         to an amendment adopted by the Stockholders on October 16, 2002.

(2)      Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
         computing the registration fee and based upon the average of the high
         and low sales price of the Common Stock of the Registrant reported by
         the Nasdaq National Market on July 29, 2003.


                                     Page 1

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of information
about us and any other information required by Item 2 of Form S-8 will be sent
or given to participants as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. We shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, we will furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement incorporates herein by reference the
following documents which have been filed by us with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
000-25294):

         o   Our Annual Report on Form 10-K for the fiscal year ended June 30,
             2002;

         o   Our Quarterly Reports on Form 10-Q for the quarters ended September
             29, 2002; December 29, 2002, and March 30, 2003;

         o   Our Current Reports on Form 8-K filed February 4, 2003 and May 1,
             2003 (excluding any information furnished pursuant to Item 9 or
             Item 12 of any such Current Report on Form 8-K);

         o   The description of our common stock, par value $1.00 per share
             ("Common Stock"), contained in our Registration Statement on Form
             8-A filed on December 21, 1994, as amended.

         Each document filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the Common Stock offered hereby will be
passed upon for us by Elizabeth B. Woodard, Vice President, General Counsel and
Secretary of the Company. As of August 4, 2003, Ms. Woodard beneficially owned
approximately 15,600 shares of Common Stock (including shares held under
employee benefit plans) and held options under employee stock option plans to
purchase approximately 16,700 additional shares.


                                     Page 2
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request for the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsection (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

         Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of Section 145. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum; (ii) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum; (iii) if there are no
such directors, or if such directors so direct, by independent legal counsel in
a written opinion or (iv) by the stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.


                                     Page 3
<PAGE>

         Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify him against such liability
under the provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Our Bylaws require us to indemnify our directors and officers to the
maximum extent allowed by Delaware law, and expressly authorize us to purchase
directors and officers liability insurance. We have purchased a directors and
officers liability insurance policy which provides for insurance of our
directors and officers against certain liabilities they may incur in their
capacity as such.

         Our Restated Certificate of Incorporation expressly provides that no
director shall be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provisions do not eliminate or limit any liability of a director (a) for any
breach of the director's duty of loyalty to us or our stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (d) for any
transaction from which the director derives an improper personal benefit.

         Reference is made to the Riviana Foods Inc. Amended and Restated 1997
Stock Option Plan, as amended (the "Plan") filed as Exhibit 4.3 which contains
provisions for indemnification and limitations on the liability of the committee
administering such Plan for actions taken in connection with the administration
of such Plan.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:

Exhibit
Number            Description
------            -----------

*4.1           -- Our Restated Certificate of Incorporation filed as
                  Exhibit 3.01 to our Registration Statement on Form S-1,
                  File No. 33-87838, as amended.

*4.2           -- Our Bylaws, as amended, filed as Exhibit 3.2 to our Annual
                  Report on Form 10-K for the fiscal year ended June 30, 2002,
                  File No. 000-25294

*4.3           -- Riviana Foods Inc. Amended and Restated 1997 Stock Option
                  Plan, filed as Exhibit 10 (XVIV) to our Annual Report on
                  Form 10-K for the fiscal year ended June 28, 1998, File
                  No. 000-25294

*4.4           -- Riviana Foods Inc. First Amendment to the Amended and
                  Restated 1997 Stock Option Plan, filed as Exhibit 10.20 to our
                  Quarterly Report on Form 10-Q for the period ended March 30,
                  2003, File No. 000-25294



                                     Page 4
<PAGE>
Exhibit
Number            Description
------            -----------

  5            -- Opinion of Elizabeth B. Woodard (filed herewith)

23.1           -- Consent of Elizabeth B. Woodard (included in Exhibit 5)

23.2           -- Consent of KPMG LLP (filed herewith)

23.3           -- Letter from KPMG LLP (filed herewith)

24             -- Powers of Attorney (included on the signature page of this
                  Registration Statement)

---------------------

* Incorporated herein by reference as indicated.


ITEM 9. UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement;

                   (iii) To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

              (2)  That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new registration statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

              (3)  To remove from registration by means of post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the Registration
              Statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of


                                     Page 5
<PAGE>

              the Securities and Exchange Commission such indemnification is
              against public policy as expressed in the Act and is, therefore,
              unenforceable. In the event that a claim for indemnification
              against such liabilities (other than the payment by the registrant
              of expenses incurred or paid by a director, officer or controlling
              person of the registrant in the successful defense of any action,
              suit or proceeding) is asserted by such director, officer or
              controlling person in connection with the securities being
              registered, the registrant will, unless in the opinion of its
              counsel the matter has been settled by controlling precedent,
              submit to a court of appropriate jurisdiction the question whether
              such indemnification by it is against public policy as expressed
              in the Act and will be governed by the final adjudication of such
              issue.


                                     Page 6
<PAGE>
                                   SIGNATURES

         REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 4th day of
August, 2003.

                               RIVIANA FOODS INC.



                               By:  /s/ Joseph A. Hafner, Jr.
                                  -------------------------------------------
                                        Joseph A. Hafner, Jr.
                                        Chief Executive Officer and President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joseph A. Hafner, or any of them,
each with power to act without the other, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any and all
subsequent pre and post-effective amendments and supplements to this
Registration Statement, and to file the same, or cause to be filed the same,
with all exhibits thereto and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing appropriate or necessary to be done in and about the premises, as fully
and for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of them
or their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                TITLE                                            DATE
               ---------                                -----                                            ----

<S>                                       <C>                                                     <C>
    /s/ Joseph A. Hafner, Jr.             Chief Executive Officer, President and Director         August 4, 2003
--------------------------------------    (Principal Executive Officer)
    Joseph A. Hafner, Jr.


    /s/ W. David Hanks                    Executive Vice President and Director                   August 4, 2003
--------------------------------------
    W. David Hanks


    /s/ E. Wayne Ray, Jr.                 Vice President, Chief Financial Officer,                August 4, 2003
--------------------------------------    Treasurer and Director
    E. Wayne Ray, Jr.                     (Principal Financial and Accounting Officer)


    /s/ Frank A. Godchaux III             Chairman of the Board                                   August 4, 2003
--------------------------------------
    Frank A. Godchaux III


    /s/ Charles R. Godchaux               Vice Chairman of the Board                              August 4, 2003
--------------------------------------
    Charles R. Godchaux


    /s/ Frank K. Godchaux                 Director                                                August 4, 2003
--------------------------------------
    Frank K. Godchaux


    /s/ W. Elton Kennedy                  Director                                                August 4, 2003
--------------------------------------
    W. Elton Kennedy
</TABLE>


                                     Page 7
<PAGE>

<TABLE>
<CAPTION>
               SIGNATURE                                TITLE                                            DATE
               ---------                                -----                                            ----

<S>                                       <C>                                                     <C>
    /s/ E. James Lowrey                   Director                                                August 4, 2003
--------------------------------------
    E. James Lowrey


    /s/ Theresa G. Payne                  Director                                                August 4, 2003
--------------------------------------
    Theresa G. Payne


    /s/ Patrick W. Rose                   Director                                                August 4, 2003
--------------------------------------
    Patrick W. Rose


    /s/ Thomas B. Walker, Jr.             Director                                                August 4, 2003
--------------------------------------
    Thomas B. Walker, Jr.
</TABLE>



                                     Page 8
<PAGE>

                                  Exhibit Index


Exhibit
Number                                   Description
-------                                  -----------

*4.1           -- Our Restated Certificate of Incorporation filed as
                  Exhibit 3.01 to our Registration Statement on Form S-1, File
                  No. 33-87838, as amended.

*4.2           -- Our Bylaws, as amended, filed as Exhibit 3.2 to our Annual
                  Report on Form 10-K for the fiscal year ended June 30, 2002,
                  File No. 000-25294

*4.3           -- Riviana Foods Inc. Amended and Restated 1997 Stock Option
                  Plan, filed as Exhibit 10 (XVIV) to our Annual Report on Form
                  10-K for the fiscal year ended June 28, 1998, File No.
                  000-25294

*4.4           -- Riviana Foods Inc. First Amendment to the Amended and
                  Restated 1997 Stock Option Plan, filed as Exhibit 10.20 to our
                  Quarterly Report on Form 10-Q for the period ended March 30,
                  2003, File No. 000-25294

 5             -- Opinion of Elizabeth B. Woodard (filed herewith)

23.1           -- Consent of Elizabeth B. Woodard (included in Exhibit 5)

23.2           -- Consent of KPMG LLP (filed herewith)

23.3           -- Letter from KPMG LLP (filed herewith)

24             -- Powers of Attorney (included on the signature page of this
                  Registration Statement)

---------------------

* Incorporated herein by reference as indicated.


                                     Page 9
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{"company-data": {"conformed-name": "RIVIANA FOODS INC /DE/", "cik": "0000934650", "assigned-sic": "2040", "irs-number": "760177572", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107624", "film-number": "03820184"}, "business-address": {"street1": "2777 ALLEN PARKWAY", "street2": "STE 1500", "city": "HOUSON", "state": "TX", "zip": "77019-2141", "phone": "7135293251"}, "mail-address": {"street1": "PO BOX 2636", "city": "HOUSTON", "state": "TX", "zip": "77252-2636"}}
As Filed With the Securities and Exchange Commission on August 4, 2003
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           --------------------------

                               RIVIANA FOODS INC.
               (Exact name of issuer as specified in its charter)

               DELAWARE
     (State or other jurisdiction                       74-0177572
   of incorporation or organization)    (I.R.S. Employer Identification Number)

          2777 ALLEN PARKWAY
           HOUSTON, TEXAS                                 77019-2141
(address of principal executive offices)                  (Zip Code)

                           --------------------------

                               RIVIANA FOODS INC.
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                            (Full title of the plan)

                           --------------------------

                                 W. David Hanks
                            Executive Vice President
                               Riviana Foods Inc.
                               2777 Allen Parkway
                            Houston, Texas 77019-2141
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 529-3251

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
 TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING        REGISTRATION
     BE REGISTERED           REGISTERED (1)            SHARE (2)              PRICE (2)                  FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock, par
value $1.00 per share       1,000,000 shares            $27.25            $27,250,000.00              $2,204.53
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1)      These shares represent the additional shares that were added to the
         Riviana Foods Inc. Amended and Restated 1997 Stock Option Plan pursuant
         to an amendment adopted by the Stockholders on October 16, 2002.

(2)      Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
         computing the registration fee and based upon the average of the high
         and low sales price of the Common Stock of the Registrant reported by
         the Nasdaq National Market on July 29, 2003.

                                     Page 1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of information
about us and any other information required by Item 2 of Form S-8 will be sent
or given to participants as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. We shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, we will furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement incorporates herein by reference the
following documents which have been filed by us with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
000-25294):

         o   Our Annual Report on Form 10-K for the fiscal year ended June 30,
             2002;

         o   Our Quarterly Reports on Form 10-Q for the quarters ended September
             29, 2002; December 29, 2002, and March 30, 2003;

         o   Our Current Reports on Form 8-K filed February 4, 2003 and May 1,
             2003 (excluding any information furnished pursuant to Item 9 or
             Item 12 of any such Current Report on Form 8-K);

         o   The description of our common stock, par value $1.00 per share
             ("Common Stock"), contained in our Registration Statement on Form
             8-A filed on December 21, 1994, as amended.

         Each document filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the Common Stock offered hereby will be
passed upon for us by Elizabeth B. Woodard, Vice President, General Counsel and
Secretary of the Company. As of August 4, 2003, Ms. Woodard beneficially owned
approximately 15,600 shares of Common Stock (including shares held under
employee benefit plans) and held options under employee stock option plans to
purchase approximately 16,700 additional shares.

                                     Page 2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request for the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsection (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

         Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of Section 145. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum; (ii) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum; (iii) if there are no
such directors, or if such directors so direct, by independent legal counsel in
a written opinion or (iv) by the stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.

                                     Page 3
Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify him against such liability
under the provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Our Bylaws require us to indemnify our directors and officers to the
maximum extent allowed by Delaware law, and expressly authorize us to purchase
directors and officers liability insurance. We have purchased a directors and
officers liability insurance policy which provides for insurance of our
directors and officers against certain liabilities they may incur in their
capacity as such.

         Our Restated Certificate of Incorporation expressly provides that no
director shall be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provisions do not eliminate or limit any liability of a director (a) for any
breach of the director's duty of loyalty to us or our stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (d) for any
transaction from which the director derives an improper personal benefit.

         Reference is made to the Riviana Foods Inc. Amended and Restated 1997
Stock Option Plan, as amended (the "Plan") filed as Exhibit 4.3 which contains
provisions for indemnification and limitations on the liability of the committee
administering such Plan for actions taken in connection with the administration
of such Plan.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:

Exhibit
Number            Description
------            -----------

*4.1           -- Our Restated Certificate of Incorporation filed as
                  Exhibit 3.01 to our Registration Statement on Form S-1,
                  File No. 33-87838, as amended.

*4.2           -- Our Bylaws, as amended, filed as Exhibit 3.2 to our Annual
                  Report on Form 10-K for the fiscal year ended June 30, 2002,
                  File No. 000-25294

*4.3           -- Riviana Foods Inc. Amended and Restated 1997 Stock Option
                  Plan, filed as Exhibit 10 (XVIV) to our Annual Report on
                  Form 10-K for the fiscal year ended June 28, 1998, File
                  No. 000-25294

*4.4           -- Riviana Foods Inc. First Amendment to the Amended and
                  Restated 1997 Stock Option Plan, filed as Exhibit 10.20 to our
                  Quarterly Report on Form 10-Q for the period ended March 30,
                  2003, File No. 000-25294

                                     Page 4
Exhibit
Number            Description
------            -----------

  5            -- Opinion of Elizabeth B. Woodard (filed herewith)

23.1           -- Consent of Elizabeth B. Woodard (included in Exhibit 5)

23.2           -- Consent of KPMG LLP (filed herewith)

23.3           -- Letter from KPMG LLP (filed herewith)

24             -- Powers of Attorney (included on the signature page of this
                  Registration Statement)

---------------------

* Incorporated herein by reference as indicated.

ITEM 9. UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the Registration Statement;

                   (iii) To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

              (2)  That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new registration statement relating
                   to the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

              (3)  To remove from registration by means of post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the Registration
              Statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of

                                     Page 5
the Securities and Exchange Commission such indemnification is
              against public policy as expressed in the Act and is, therefore,
              unenforceable. In the event that a claim for indemnification
              against such liabilities (other than the payment by the registrant
              of expenses incurred or paid by a director, officer or controlling
              person of the registrant in the successful defense of any action,
              suit or proceeding) is asserted by such director, officer or
              controlling person in connection with the securities being
              registered, the registrant will, unless in the opinion of its
              counsel the matter has been settled by controlling precedent,
              submit to a court of appropriate jurisdiction the question whether
              such indemnification by it is against public policy as expressed
              in the Act and will be governed by the final adjudication of such
              issue.

                                     Page 6
SIGNATURES

         REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 4th day of
August, 2003.

                               RIVIANA FOODS INC.

                               By:  /s/ Joseph A. Hafner, Jr.
                                  -------------------------------------------
                                        Joseph A. Hafner, Jr.
                                        Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joseph A. Hafner, or any of them,
each with power to act without the other, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any and all
subsequent pre and post-effective amendments and supplements to this
Registration Statement, and to file the same, or cause to be filed the same,
with all exhibits thereto and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing appropriate or necessary to be done in and about the premises, as fully
and for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of them
or their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                                            DATE
               ---------                                -----                                            ----
/s/ Joseph A. Hafner, Jr.             Chief Executive Officer, President and Director         August 4, 2003
--------------------------------------    (Principal Executive Officer)
    Joseph A. Hafner, Jr.

    /s/ W. David Hanks                    Executive Vice President and Director                   August 4, 2003
--------------------------------------
    W. David Hanks

    /s/ E. Wayne Ray, Jr.                 Vice President, Chief Financial Officer,                August 4, 2003
--------------------------------------    Treasurer and Director
    E. Wayne Ray, Jr.                     (Principal Financial and Accounting Officer)

    /s/ Frank A. Godchaux III             Chairman of the Board                                   August 4, 2003
--------------------------------------
    Frank A. Godchaux III

    /s/ Charles R. Godchaux               Vice Chairman of the Board                              August 4, 2003
--------------------------------------
    Charles R. Godchaux

    /s/ Frank K. Godchaux                 Director                                                August 4, 2003
--------------------------------------
    Frank K. Godchaux

    /s/ W. Elton Kennedy                  Director                                                August 4, 2003
--------------------------------------
    W. Elton Kennedy
Page 7
SIGNATURE                                TITLE                                            DATE
               ---------                                -----                                            ----
/s/ E. James Lowrey                   Director                                                August 4, 2003
--------------------------------------
    E. James Lowrey

    /s/ Theresa G. Payne                  Director                                                August 4, 2003
--------------------------------------
    Theresa G. Payne

    /s/ Patrick W. Rose                   Director                                                August 4, 2003
--------------------------------------
    Patrick W. Rose

    /s/ Thomas B. Walker, Jr.             Director                                                August 4, 2003
--------------------------------------
    Thomas B. Walker, Jr.
Page 8
Exhibit Index

Exhibit
Number                                   Description
-------                                  -----------

*4.1           -- Our Restated Certificate of Incorporation filed as
                  Exhibit 3.01 to our Registration Statement on Form S-1, File
                  No. 33-87838, as amended.

*4.2           -- Our Bylaws, as amended, filed as Exhibit 3.2 to our Annual
                  Report on Form 10-K for the fiscal year ended June 30, 2002,
                  File No. 000-25294

*4.3           -- Riviana Foods Inc. Amended and Restated 1997 Stock Option
                  Plan, filed as Exhibit 10 (XVIV) to our Annual Report on Form
                  10-K for the fiscal year ended June 28, 1998, File No.
                  000-25294

*4.4           -- Riviana Foods Inc. First Amendment to the Amended and
                  Restated 1997 Stock Option Plan, filed as Exhibit 10.20 to our
                  Quarterly Report on Form 10-Q for the period ended March 30,
                  2003, File No. 000-25294

 5             -- Opinion of Elizabeth B. Woodard (filed herewith)

23.1           -- Consent of Elizabeth B. Woodard (included in Exhibit 5)

23.2           -- Consent of KPMG LLP (filed herewith)

23.3           -- Letter from KPMG LLP (filed herewith)

24             -- Powers of Attorney (included on the signature page of this
                  Registration Statement)

---------------------

* Incorporated herein by reference as indicated.

                                     Page 9