As filed with the Securities and Exchange
Commission on April 1, 2004
-------------

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement

|X| Definitive Proxy Statement

Definitive Additional Materials

|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

Spectrum Organic Products, Inc.
.................................................................................
(Name of Registrant as Specified in Its Charter)

.................................................................................
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

SPECTRUM ORGANIC PRODUCTS, INC.
5341 Old Redwood Highway, Suite 400
Petaluma, CA 94954
Telephone: (707) 778-8900

-- PROXY STATEMENT --

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 29, 2004

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
Spectrum Organic Products, Inc., a California corporation ("Spectrum" or "the
Company"), will be held on Thursday, April 29, 2004 at 9:00 a.m. PDT at the
Spectrum Organic Products, Inc. headquarters, at 5341 Old Redwood Highway, Suite
400, Petaluma, California 94954 (the "Meeting") for the purpose of considering
and voting upon the following matters:

1. To elect seven Director Nominees to another term.

2. To amend the Company's Amended and Restated Articles of Incorporation
to increase the number of common shares authorized for issuance from
60,000,000 to 100,000,000 and to increase the number of preferred
shares authorized for issuance from 5,000,000 to 10,000,000.

3. To amend the Company's Amended and Restated Articles of Incorporation
to effect a reverse stock split, at one of two ratios to be selected
by the Board of Directors, in order to reduce the aggregate number of
shares of common stock outstanding.

4. To ratify the appointment of Grant Thornton, LLP as the Company's
independent public accountants for the current fiscal year.

5. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 19, 2004 are
entitled to receive notice of and to vote at the meeting. A list of the
Company's shareholders shall be open for examination by any shareholder for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least 10 days prior to the meeting, at the principal executive offices of the
Company, 5341 Old Redwood Highway, Suite 400, Petaluma, California. The list
will also be available at the Meeting.

A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 as filed with the Securities and Exchange Commission,
which contains financial statements and other information of interest to
shareholders, accompanies this Notice and the enclosed Proxy Statement.

If you are a Registered Shareholder please sign and date the accompanying
proxy card and return it promptly in the enclosed postage-paid envelope whether
or not you plan to attend the meeting in person. If you are a Beneficial
Shareholder please follow the instructions on the enclosed Vote Instruction
Form.

If you attend the annual meeting, you may vote in person if you wish, even
if you previously have returned your proxy card. Please note, however, that if
your shares are held of record by a broker, bank or other nominee and you wish
to vote at the meeting, you must obtain a proxy issued in your name from that
record holder. The proxy may be revoked at any time prior to its exercise.

By Order of the Board of Directors,

Jethren P. Phillips,
Chairman of the Board

Petaluma, California
April 1, 2004

SPECTRUM ORGANIC PRODUCTS, INC.
5341 Old Redwood Highway, Suite 400
Petaluma, CA 94954
Telephone: (707) 778-8900

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

PROXY STATEMENT

For the 2004 Annual Meeting of Shareholders

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

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Spectrum Organic Products, Inc., a
California corporation ("Spectrum" or "the Company"), for use at the Annual
Meeting of Shareholders to be held on Thursday, April 29, 2004 at 9:00 a.m. PDT
at the Spectrum Organic Products, Inc. headquarters at 5341 Old Redwood Highway,
Suite 400, Petaluma, California 94954 and at any adjournments thereof (the
"Meeting").

All proxies will be voted in accordance with the instructions of the
shareholder. If no choice is specified, the proxies will be voted in favor of
the matters set forth in the accompanying Notice of Meeting. If any other matter
is properly presented at the Meeting, your proxy (one of the individuals named
on your proxy card) will vote your shares using his best judgment. Any proxy may
be revoked by a shareholder at any time before its exercise by delivery of a
written revocation to the Secretary of the Company. Attendance at the Meeting
will not itself be deemed to revoke a proxy unless the shareholder gives
affirmative notice at the Meeting that the shareholder intends to revoke the
proxy and vote in person.

On March 19, 2004, the record date for determination of shareholders
entitled to vote at the Meeting, there were outstanding and entitled to vote an
aggregate of 46,296,277 shares of common stock of the Company, without par value
(the "common stock"). Each share entitles the record holder to one vote on each
of the matters to be voted upon at the Meeting. With respect to the election of
directors, shareholders may exercise cumulative voting rights. Under cumulative
voting, each holder of common stock will be entitled to seven votes for each
share held. Each shareholder may give one candidate, who has been nominated
prior to voting, all the votes such shareholder is entitled to cast or may
distribute such votes among as many such candidates as the shareholder chooses.
However, no shareholder will be entitled to cumulate votes unless the
candidate's name has been placed in nomination prior to the voting and at least
one shareholder has given notice at the meeting, prior to the voting, of his or
her intention to cumulate votes. Unless the proxy holders are otherwise
instructed, shareholders by means of the accompanying proxy, will grant the
proxy holders discretionary authority to cumulate votes.

The Notice of Meeting, this Proxy Statement, the enclosed Proxy Card and
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 2003 are being mailed to shareholders on or about April 1, 2004. The Company
will bear the cost of soliciting proxies from shareholders.

VOTING SECURITIES AND PRINCIPLE HOLDERS THEREOF

As of March 19, 2004 Spectrum had issued and outstanding 46,296,277 shares
of common stock, none of which were held as treasury stock.

Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning the holdings of
common stock and vested common stock options and warrants by each Named
Executive Officer, by each director and by all directors and executive officers
as a group as of March 19, 2004. All shares are owned beneficially and of
record. The address of all persons is in care of the Company at 5341 Old Redwood
Highway, Suite 400, Petaluma, California.

Name and Title No. of Shares(1) Percent of Class
- -------------- ---------------- ----------------

Jethren P. Phillips, Chairman of the Board 28,893,827 59.3%
John R. Battendieri, Director 3,936,699 8.1%
Neil G. Blomquist, President and CEO, Director 1,895,183 3.9%
Thomas B. Simone, Director 547,513 1.1%
Phillip L. Moore, Director 461,443 *
Robert B. Fowles, CFO and Secretary 375,000 *
Charles A. Lynch, Director 283,435 *
Conrad W. Hewitt, Director 47,357 *
Duane W. Chase, General Manager - SI 20,000 *
N. Michael Langenborg, Vice President - Marketing 18,750 *
Steven L. Terre, Vice President - Sales 18,750 *
Randall H. Sias, Director of Operations -- *
--------- ------
All officers and directors as a group
(12 persons) 36,497,957 74.8%
========== =====

* Less than 1%

(1) The number of shares shown represent the total shares beneficially owned by
each individual and shares which are issuable upon the exercise of all
stock options and warrants which are currently exercisable or will become
exercisable within 60 days of the record date. Specifically, the following
individuals have the right to acquire the following shares upon the
exercise of such stock options and warrants: Mr. Battendieri - 66,700
shares, Mr. Blomquist - 1,078,015 shares, Mr. Simone - 387,513 shares, Mr.
Moore - 205,430 shares, Mr. Fowles - 375,000 shares, Mr. Lynch - 255,435
shares, Mr. Hewitt - 47,357 shares, Mr. Chase - 20,000 shares, Mr.
Langenborg - 18,750 shares and Mr. Terre - 18,750 shares.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Officers, directors and greater than
10% beneficial owners are required by SEC regulations to furnish the Company
with copies of all reports they file under Section 16(a).

To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with
during the fiscal year ended December 31, 2003 with the exception of the
following reports, which were filed late:

The Statement of Changes in Beneficial Ownership on Form 4 reporting the
granting of additional stock options on February 26, 2003 to the following
directors and officers were filed late: Mr. Battendieri, Mr. Fowles, Mr. Hewitt,
Mr. Langenborg, Mr. Lynch, Mr. Moore, Mr. Simone and Mr. Terre.

The Initial Statement of Beneficial Ownership of Securities on Form 3 for
Mr. Chase and Mr. Sias were also filed late.

Votes Required

The holders of a majority of the shares of common stock issued and
outstanding and entitled to vote at the Meeting shall constitute a quorum for
the transaction of business at the Meeting. Shares of common stock present in

person or represented by proxy (including shares which abstain or do not vote
with respect to one or more of the matters presented for shareholder approval)
will be counted for purposes of determining whether a quorum exists at the
Meeting.

The affirmative vote of the holders of a plurality of the votes cast by the
shareholders entitled to vote at the Meeting is required for the election of
directors. The affirmative vote of the holders of a majority of the shares
outstanding is required for the approval of the amendments to the Company's
Amended and Restated Articles of Incorporation to increase the number of common
and preferred shares authorized for issuance and to effect the reverse stock
split. The affirmative vote of the holders of a majority of the shares of common
stock present or represented by proxy and voting on the matter is required for
the ratification of the appointment of Grant Thornton, LLP as the Company's
independent public accountants for the current fiscal year.

Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a matter
that requires the affirmative vote of a certain percentage of the votes cast or
shares voting on a matter, but will have the same affect as "against" votes for
both approvals of the amendments to the Company's Amended and Restated Articles
of Incorporation, where a majority of the outstanding shares is required for the
matter to be approved.

PROPOSAL 1 - ELECTION OF DIRECTOR NOMINEES

The Company recommends that the current Board of Directors be re-elected to
another term until the next annual meeting of shareholders. The Director
Nominees will be elected at the annual meeting to serve for another term
expiring at the Company's next annual meeting of shareholders or until their
successors have been elected and qualified, or until the earliest of their
resignation, retirement or death.

The Company recommends that shareholders vote FOR each Director Nominee.
The proxy will be voted FOR each Director Nominee unless otherwise directed.

The following table indicates the age, residence, principal occupation,
positions and offices held within the Company and the year first elected as a
director for each of the Director Nominees:

Year First
Name, Positions and Offices Elected
Residence, and Age Present Occupation Held with Spectrum as Director
- ------------------ ------------------ ------------------ -----------

Jethren P. Phillips, 53 Chairman of the Board Founder, CEO, Chairman of the 1999
Santa Rosa, CA Board

Neil G. Blomquist, 52 President and CEO Chief Operating Officer, 2002
Sebastopol, CA Director of Sales and Marketing

John R. Battendieri, 57 Owner, Running Stream Food and Director, VP - Business 1988
Soquel, CA Beverage, Inc. Development

Phillip L. Moore, 54 Principal, Moore Consulting Director 1999
Incline Village, NV

Charles A. Lynch, 76 Chairman, Market Value Partners Director 2000
Atherton, CA Co.

Thomas B. Simone, 62 Chairman, Simone & Associates Director 2000
Santa Rosa, CA

Conrad W. Hewitt, 67 Consultant Director 2002
Napa, CA

The following is a brief summary of the business experience of each
Director Nominee of the Company for at least the last five years:

Jethren P. Phillips has been Chairman of the Board of Directors since the
merger in October 1999 which created Spectrum Organic Products, Inc. He also
served as Chief Executive Officer of the Company from the merger until September
1, 2002. Mr. Phillips founded Spectrum Naturals, Inc. in 1980 and served as its
Chief Executive Officer and Chairman of the Board of Directors since its
inception. In 1995 he founded Spectrum Commodities, Inc., an organic and natural
food ingredients affiliate. Mr. Phillips has been involved in the natural
product industry since 1972. He attended California State University at Los
Angeles and Humboldt and is a member of the National Association of Corporate
Directors.

Neil G. Blomquist was appointed President and Chief Executive Officer of
the Company on September 1, 2002 and became a Director of the Company in
November 2002. Prior to that he served as SNI's President and Chief Operating
Officer since January 1994, and served as its Director of Sales and Marketing
from 1989 to 1994. Mr. Blomquist has served on the Board of Directors of the
California Olive Oil Council since 1996 and has been involved in the organic and
natural foods industry for more than 25 years. Mr. Blomquist holds a Bachelor of
Science degree in Business Management and Economics from the University of South
Dakota. Mr. Blomquist is a member of the National Association of Corporate
Directors.

John R. Battendieri founded Running Stream Food and Beverage, Inc. in April
2002 to act as a consulting service for private label food and beverage products
for Spectrum and other natural and organic food companies. Mr. Battendieri
founded Organic Food Products, Inc. in 1988 and served as its President and as a
director since 1988 and as its Chief Executive Officer from October 1998 until
the merger with Spectrum in October 1999. In 1987 he founded Santa Cruz
Naturals, an organic fruit juice company, which he sold to the J.M. Smucker
Company in 1992. Mr. Battendieri has grown, developed and marketed a wide
variety of natural food products for more than 25 years. He attended Southern
Illinois University and is a member of the National Association of Corporate
Directors.

Phillip L. Moore has been a Director of the Company since October 6, 1999
and is the Principal of Moore Consulting, a management consulting business
established in 1996 to provide advisory services to the food industry. Mr. Moore
has also served as Managing Partner of Monterey Bay Corporate Development since
1996. Monterey Bay Corporate Development also provides advisory and consulting
services to the food industry. Mr. Moore has 25 years of experience in the food
industry and was President of Perimeter Sales and Merchandising prior to
founding Moore Consulting. Mr. Moore holds a Bachelor of Science degree in
Accounting and Business from Guilford College of North Carolina. Mr. Moore is a
member of the Compensation Committee and is a member of the National Association
of Corporate Directors.

Charles A. Lynch became a Director on April 1, 2000 and is Chairman of
Market Value Partners Company, a management and advisory source for existing and
emerging businesses. He has had executive management responsibility for 70-plus
companies, primarily in consumer related businesses, and has been a director of
over 20 major corporations. Mr. Lynch currently serves as Chairman of the Board
of Fresh Choice, Inc. and also serves as a director or advisor to a number of
privately-held organizations. Mr. Lynch received his Bachelor of Science degree
from Yale University and an Honorary Degree of Doctors of Law from Golden Gate
University. He is also a member of the National Association of Corporate
Directors. Mr. Lynch is Chairman of the Compensation Committee and a member of
the Audit Committee and Nominating and Governance Committee.

Thomas B. Simone has been a Director of the Company since December 2000,
and is Chairman and CEO of Simone & Associates, LLC a management and advisory
firm that invests in and consults with healthcare and natural products
companies. Mr. Simone also serves as Vice Chair and Lead Independent Director of
the Board of United Natural Foods, Inc., the largest distributor of natural
products in the industry and serves as a director or advisor to a number of
privately-held organizations. Prior to forming Simone & Associates, Mr. Simone
was President of McKesson Drug Company, America's largest pharmaceutical
wholesaler. During his twenty-year career with McKesson, Mr. Simone also served
as Vice President of Finance for McKesson Corporation, Executive Vice President
of PCS Health Systems, and Vice President and Controller. Mr. Simone holds
Bachelor of Science and Master of Business Administration degrees from DePaul
University and is a member of the National Association of Corporate Directors.
Mr. Simone is Chairman of the Nominating and Governance Committee and a member
of the Audit Committee and Compensation Committee.

Conrad W. Hewitt has been a Director of the Company since November 2002.
Prior to that, he was a consultant and served as the Commissioner for the State
of California Department of Financial Institutions from 1997 to 1998, and as the
State of California Superintendent of Banking from 1995 to 1997. From 1962 to
1995, Mr. Hewitt was a Managing Partner with Ernst & Young's satellite offices
in San Francisco, Seattle, and Honolulu. Mr. Hewitt currently serves as a
Director on the boards of North Bay Bancorp and Varian, Inc. He also serves as a
director or advisor to a number of privately-held organizations. Mr. Hewitt
holds a Bachelor of Science degree in Finance and Banking from the University of
Illinois, and did his post graduate study at the University of Southern
California. He is a member of the National Association of Corporate Directors
and the American Institute of CPAs. Mr. Hewitt is Chairman of the Audit
Committee and a member of the Nominating and Governance Committee.

Report of the Nominating and Governance Committee

The Nominating and Governance Committee of the Board if Directors (for
purposes of this report, the "Committee") is composed of three independent
directors and serves the Company in the nomination of director candidates. That
role includes the identification of qualified individuals for Board membership,

the recommendation to the Board of the appropriate size and composition of the
Board and its Committees, and the review of the performance of the Board and its
Committees and recommendations to the Board for the improvement of such
performance.

The Committee has a procedure under which all director candidates are
evaluated, regardless of who recommends them. The Committee utilizes the
following criteria in evaluating any candidate's capabilities to serve as a
member of the Board: attendance, independence, time commitments, conflicts of
interest, ability to contribute to the oversight and governance of the Company
and experience with businesses of similar size, scope and involvement as the
Company. Further, the Committee reviews the qualifications of any candidate with
those of current directors to determine coverage and gaps in experience in
related industries such as natural foods or nutritional supplements and in
functional expertise such as manufacturing, marketing, finance, human resources
and investing. The Committee solicits candidates from its current directors and,
if deemed appropriate, would engage third party recruiting professionals to
identify potential candidates. The Committee considered candidates during 2003
in accordance with the criteria above and determined that adding the prospective
additional Board members was not in the best interest of the shareholders at the
time.

In accordance with recent regulations enacted by the Securities and
Exchange Commission, the Committee has evaluated the independence of the members
of the Board that are standing for re-election. The Committee has determined
that Mr. Phillips and Mr. Blomquist, as executive officers of the Company, are
not independent; Mr. Battendieri, as a consultant to the Company, is not
independent; and Mr. Moore, as a result of his services as an investment banker
to the Company in 2002, is not independent. Messrs. Hewitt, Lynch and Simone all
meet the independence requirements of the Securities and Exchange Commission.
The Committee intends to increase the number of independent directors that serve
on the Board over the ensuing years.

The Company has adopted a code of ethics that applies to the Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer and all
other employees of the Company. The Company has filed its code of ethics, titled
"Standards of Business Ethics", with the Securities and Exchange Commission as
an exhibit to its Annual Report on Form 10-K for the year ended December 31,
2003. The Company's website is currently under re-construction and, therefore,
the code of ethics is not available on its internet website at this time. Any
person may request a copy of the Company's code of ethics, free of charge, by
writing to the Company's Chief Financial Officer at the address of the Company.

The Board of Directors welcomes communications from all shareholders.
Shareholders may address individual Board members or the Board in its entirety
in writing at the address of the Company via the postal service or at the
Company's internet website, WWW.SPECTRUMORGANIC.COM, and by clicking on the
"contact" link.

The Company expects its board members to attend its annual meeting of
shareholders. All board members attended the last annual shareholders meeting
held on November 6, 2002.

This report respectfully submitted by:

Thomas B. Simone, Chairman
Conrad W. Hewitt
Charles A. Lynch
Members of the Nominating and Governance Committee

PROPOSAL 2 - INCREASE COMMON AND PREFERRED SHARES
AUTHORIZED FOR ISSUANCE

The Company recommends that the shareholders approve an amendment to
Article III (A) of the Company's Amended and Restated Articles of Incorporation
increasing the number of common shares authorized for issuance from 60,000,000
to 100,000,000 and increasing the number of preferred shares authorized for
issuance from 5,000,000 to 10,000,000. The increase in the number of shares
authorized for issuance is intended to increase the Company's flexibility with
regards to future acquisitions, follow-on offerings or other business
opportunities that may arise. However, there were no definitive plans at the
date of this report to issue additional common or preferred shares. There were
no preferred shares issued and outstanding as of March 19, 2004.

The Company recommends that shareholders vote FOR this proposal. The proxy
will be voted FOR this proposal unless otherwise directed.

PROPOSAL 3 - REVERSE STOCK SPLIT

General:

The Company recommends that the shareholders grant approval to the Board of
Directors to effect a reverse stock split at one of two ratios: one-for-five or
one-for-ten. The Board of Directors will select the ratio and effect the reverse
stock split at the most favorable time, in its sole discretion. If approved and
effected, the reverse stock split will be realized simultaneously for all
outstanding common stock and the ratio will be the same for all outstanding
common stock. The reverse stock split will affect all of Spectrum's shareholders
uniformly and will not affect any shareholder's percentage ownership interests
except to the extent that the reverse stock split would result in any of
Spectrum's shareholders receiving cash in lieu of fractional shares. As
described below, shareholders otherwise entitled to fractional shares as a
result of the reverse stock split will receive cash payments in lieu of such
fractional shares.

3(A) The principal effect of a reverse stock split at a ratio of
one-for-five will be that:

o The number of shares of common stock issued and outstanding will be
reduced from approximately 46.3 million shares to approximately 9.3
million shares;

o Proportionate adjustments will be made to the per-share exercise price
and the number of shares issuable upon the exercise of all outstanding
options and warrants entitling the holders to purchase shares of
Spectrum common stock, which will result in the same aggregate
exercise price to be paid for such options and warrants upon exercise
immediately preceding the reverse stock split; and

o The number of shareholders who own odd lots (less than 100 shares)
will increase. Shareholders who hold odd lots typically may experience
an increase in the cost of selling their shares and may have greater
difficulty in effecting sales.

The following table summarizes the total outstanding common stock and
common stock equivalents before and after the proposed one-for-five reverse
stock split:

Share or Share Equivalents Outstanding
--------------------------------------

Before Reverse Stock Split After Reverse Stock Split
------------------------------ -------------------------------
% of % of
Number Total Number Total
----------------- ------------ ------------------- -----------

Common Stock Outstanding 46,296,277 91.6% 9,259,255 91.6%

Common Stock Options Outstanding 4,110,415 8.1% 822,083 8.1%

Common Stock Warrants Outstanding 160,000 0.3% 32,000 0.3%
----------------- ------------ ------------------- -----------
Total Common Stock and Common
Stock Equivalents Outstanding 50,566,692 100% 10,113,338 100%
================= ============ =================== ===========

3(B) The principal effect of a reverse stock split at a ratio of
one-for-ten will be that:

o The number of shares of common stock issued and outstanding will be
reduced from approximately 46.3 million shares to approximately 4.6
million shares;

The following table summarizes the total outstanding common stock and
common stock equivalents before and after the proposed reverse stock split:

Share or Share Equivalents Outstanding
--------------------------------------

Common Stock Outstanding 46,296,277 91.6% 4,629,628 91.6%

Common Stock Options Outstanding 4,110,415 8.1% 411,042 8.1%

Common Stock Warrants Outstanding 160,000 0.3% 16,000 0.3%
----------------- ------------ ------------------- -----------
Total Common Stock and Common
Stock Equivalents Outstanding 50,566,692 100% 5,056,670 100%
================= ============ =================== ===========

The Company is not requesting approval of the reverse stock split in both
of the two ratios in connection with a "going-private" transaction. There is no
plan or contemplated plan by the Company to take itself private at the date of
this report. The Company is recommending that the shareholders approve the
reverse stock split in both of the two ratios for a number of reasons. Foremost
is the Company's desire to upgrade its stock listing to a NASDAQ small-cap
listing or AMEX listing. The Company's predecessor entity, Organic Food
Products, Inc., was delisted by NASDAQ in May 1999 due to non-compliance with
the minimum net book value requirement. Since then the Company's stock has
traded on the OTC Bulletin Board. In October 1999, OFPI merged with Spectrum
Naturals, Inc. Since a controlling interest in the merged entity was held by
former Spectrum Naturals shareholders, the 1999 merger was accounted for as a
reverse acquisition with the OFPI publicly-traded legal entity as the surviving
corporation. After the merger, the corporation changed its name to Spectrum
Organic Products, Inc.

During the ensuing four years the Company has divested itself of certain
businesses, recruited new management and new board members, and has returned the
business to a profitable enterprise with positive cash flow and working capital.
The Board of Directors believes it is in the best interest of the shareholders
to reduce the number of shares of common stock outstanding and thereby attempt
to proportionally raise the per share price of the Company's common stock. A
higher per share price may meet investing guidelines for certain institutional
investors and investment funds and may eliminate the stigma of being a "penny
stock." The Board of Directors also believes that shareholders will benefit from
lower transaction costs for a higher priced stock. The combination of lower
transaction costs and increased interest from institutional investors and
investment funds may ultimately improve the trading liquidity of the Company's
common stock. In addition, the Company would like to utilize its common stock
for future acquisitions or other business opportunities that become available to
it. A NASDAQ small cap listing or AMEX listing will significantly enhance the
Company's ability to use its stock in acquisitions. Furthermore, many
institutional investors will not invest in bulletin board companies and those
that do will expect the Company to be moving toward an upgraded listing as a
pre-requisite to investment in the Company.

The Company believes it will meet the qualification requirements of NASDAQ
and AMEX shortly after the reverse stock split is executed and intends to apply
for a NASDAQ small-cap or AMEX listing as soon as all requirements have been
met. However, there can be no assurance that the Company will be able to meet
the NASDAQ small-cap or AMEX listing requirements after the reverse stock split,
or that its application to either exchange will be accepted.

Other reasons for recommending that the shareholders approve the reverse
stock split include the Company's desire to report meaningful earnings per share
amounts on a quarterly basis. Under the current arrangement, the Company's
earnings per share have only once exceeded one penny per common share on a
quarterly basis and often "round down" to zero. Furthermore, because there are
currently so many common shares outstanding, the dilutive effect of the
Company's potential common shares from the exercise of common stock options and
warrants is insignificant, resulting in no difference between basic earnings per
share and fully diluted earning per share.

Risk Factors Associated with the Reverse Stock Split:

There can be no assurance that the total market capitalization of Spectrum
common stock (the aggregate value of all common stock at the then market price)
after the proposed reverse stock split will be equal to or greater than the
total market capitalization before the proposed reverse stock split or that the
per share market price of Spectrum common stock following the reverse stock
split will increase in proportion to the reduction in the number of shares of
Spectrum common stock outstanding before the reverse stock split. For example,
based on the closing price on the OTC Bulletin Board of Spectrum common stock on
December 31, 2003 of $.83 there can be no assurance that the post-split market
price under a one-for-five ratio would be $4.15 per share or greater.

Accordingly, the total market capitalization of Spectrum common stock after
the proposed reverse stock split may be lower than the total market
capitalization before the proposed reverse stock split. Moreover, in the future,
the market price of Spectrum common stock following the reverse stock split may
not exceed or remain higher than the market price prior to the proposed reverse
stock split.

While the Board of Directors believes that a higher stock price may help
generate investor interest, there can be no assurance that the reverse stock
split will result in a per-share price that will attract institutional investors
or investment funds or that such share price will satisfy the investing
guidelines of institutional investors or investment funds. As a result, the
trading liquidity of Spectrum's common stock may not necessarily improve.

If the reverse stock split is effected and the market price of Spectrum
common stock declines, the percentage decline may be greater than would occur in
the absence of a reverse stock split. The market price of Spectrum common stock
will, however, also be based on Spectrum's economic performance and other
factors, which are unrelated to the number of shares of common stock
outstanding. Furthermore, the liquidity of Spectrum common stock could be
adversely affected by the reduced number of shares that would be outstanding
after the reverse stock split.

Effect on Fractional Shareholders:

Shareholders will not receive fractional post-reverse stock split shares in
connection with the reverse stock split. Instead, the transfer agent will
aggregate all fractional shares and sell them as soon as practicable after the
effective date at the then prevailing prices on the open market, on behalf of
those holders who would otherwise be entitled to receive a fractional share. We
expect that the transfer agent will conduct the sale in an orderly fashion at a
reasonable pace and that it may take several days to sell all of the aggregated
fractional shares of common stock. After completing the sale, you will receive a
cash payment from the transfer agent in an amount equal to your pro rata share
of the total net proceeds of that sale. No transaction costs will be assessed on
this sale. However, the proceeds will be subject to federal income tax. In
addition, you will not be entitled to receive interest for the period of time
between the effective date of the reverse stock split and the date you receive
your payment for the cashed-out shares. The payment amount will be paid to the
holder in the form of a check in accordance with the procedures outlined below.

After the reverse stock split, you will have no further interest in
Spectrum with respect to your cashed-out fractional shares. A person otherwise
entitled to a fractional interest will not have any voting, dividend or other
rights except to receive payment as described above.

Effect on Beneficial Shareholders:

Upon a reverse stock split, we intend to treat shareholders holding common
stock in "street name", through a bank, broker or other nominee, in the same
manner as registered shareholders whose shares are registered in their names.
Banks, brokers or other nominees will be instructed to effect the reverse stock
split for their beneficial holders holding Spectrum common stock in "street
name." However, these banks, brokers or other nominees may have different
procedures than registered shareholders for processing the reverse stock split.
If you hold your shares with a bank, broker or other nominee and if you have any
questions in this regard, we encourage you to contact your nominee.

Effect on Registered Shareholders Holding Certificates:

Registered shareholders will receive a transmittal letter from our transfer
agent as soon as practicable after the effective date of the reverse stock
split. The letter of transmittal will contain instructions on how to surrender
your certificate(s) representing your pre-reverse stock split shares to the
transfer agent. Upon receipt of your stock certificate, you will be issued a new
certificate for the appropriate number of shares.

No new shares will be issued to you until you surrender your outstanding
certificate(s), together with the properly completed and executed letter of
transmittal, to the transfer agent.

If you are entitled to a payment in lieu of any fractional share interest,
payment will be made as described above under "Effect on Fractional
Shareholders."

Shareholders should not destroy any stock certificate(s) and should not
submit any certificate(s) until requested to do so.

Procedure for Effecting the Reverse Stock Split:

If the shareholders approve the proposal to authorize the reverse stock
split, the Board of Directors will select one of the two ratios and effect the
reverse stock split at a time when it believes it is most advantageous to the
Company, by filing an Amendment with the Secretary of State of the State of
California to amend our existing Amended and Restated Articles of Incorporation.
The reverse stock split will become effective on the date of filing the
Certificate of Amendment, which is referred to as the "effective date."
Beginning on the effective date, each certificate representing pre-reverse stock
split shares will be deemed for all corporate purposes to evidence ownership of
post-reverse stock split shares. The text of the Amendment is subject to
modification to include such changes as may be required by the office of the
Secretary of State of the State of California and as the Board of Directors
deems necessary and advisable to effect the reverse stock split.

Federal Income Tax Consequences of the Reverse Stock Split:

The following is a summary of certain material United States federal income
tax consequences of the reverse stock split. It does not purport to be a
complete discussion of all of the possible federal income tax consequences of
the reverse stock split and is included for general information only. Further,
it does not address any state, local or foreign income or other tax
consequences. Also, it does not address the tax consequences to holders that are
subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. The discussion is
based on the provisions of the United States federal income tax code as of the
date hereof, which is subject to change retroactively as well as prospectively.
This summary also assumes that the pre-reverse stock split shares were, and the
post-reverse stock split shares will be, held as a "capital asset," as defined
in the Internal Revenue Code of 1986, as amended (i.e., generally, property held
for investment). The tax treatment of a shareholder may vary depending upon the
particular facts and circumstances of such shareholder. Each shareholder is
urged to consult with such shareholder's own tax advisor with respect to the tax
consequences of the reverse stock split.

Other than the cash payments for fractional shares discussed below, no gain
or loss should be recognized by a shareholder upon such shareholder's exchange
of pre-reverse stock split shares for post-reverse stock split shares. The
aggregate tax basis of the post-reverse stock split shares received in the
reverse stock split (including any fraction of a post-reverse stock split share
deemed to have been received) will be the same as the shareholder's aggregate
tax basis in the pre-reverse stock split shares exchanged therefor. In general,
shareholders who receive cash in exchange for their fractional share interests
in the post-reverse stock split shares as a result of the reverse stock split
will recognize gain or loss based on their adjusted basis in the fractional
share interests redeemed. The shareholder's holding period for the post-reverse
stock split shares will be the same as the holding period during which the
shareholder held the pre-reverse stock split shares. The receipt of cash instead
of a fractional share of common stock by a United States holder of common stock
will result in a taxable capital gain or loss to such holder for federal income
tax purposes based upon the difference between the amount of cash received by
such holder and the adjusted tax basis in the fractional shares as set forth
above. The capital gain or loss will constitute a long-term capital gain or loss
if the shareholder's holding period is greater than one year as of the effective
date.

The Company's views above regarding the tax consequences of the reverse
stock split is not binding on the Internal Revenue Service or the courts.
Accordingly, each shareholder should consult with his or her own tax advisor
with respect to all of the potential tax consequences to him or her of the
reverse stock split.

Accounting Matters:

The Company's common stock is without par value, therefore, there will be
no change in the Company's stated capital attributed to the common stock as a
result of the reverse stock split. Authorized but unissued common stock will be
adjusted for the reverse stock split. Per share net income or loss and the net
book value of Spectrum common stock will be restated on a retroactive basis
since there will be fewer common shares outstanding after the reverse stock
split.

The Company recommends that shareholders vote FOR this proposal. The proxy
will be voted FOR this proposal unless otherwise directed.

PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Grant Thornton, LLP as independent
public accountants of the Company for the fiscal year ending December 31, 2004
subject to ratification by shareholders at the Meeting. A representative of
Grant Thornton, LLP is expected to be present at the Meeting to respond to
appropriate questions and to make a statement if he or she so desires.

The Board of Directors believes the ratification of the appointment of
Grant Thornton, LLP is in the best interests of the Company and its shareholders
and recommends a vote FOR such ratification. The proxy will be voted FOR this
proposal unless otherwise directed.

PROPOSAL 5 - OTHER BUSINESS

The Board of Directors knows of no other business which will be presented
for consideration at the Meeting other than that described above. However, if
any other business should come before the Meeting, it is the intention of the
persons named in the enclosed Proxy to vote, or otherwise act, in accordance
with their best judgment on such matters.

BOARD AND COMMITTEE MEETINGS

The Board of Directors of the Company met six times (including two via
telephone conference) during 2003. All directors attended all of the meetings of
the Board of Directors and of the committees on which they served.

The Board of Directors has an Audit Committee, which reviews the results
and scope of the audit and other services provided by the Company's independent
public accountants. The Audit Committee, which held five meetings during 2003,
consists of Messrs. Hewitt, Lynch and Simone. Mr. Hewitt serves as Chairman. The
Audit Committee Charter is attached as Appendix A to this Proxy.

The Board of Directors has a Nominating and Governance Committee which was
formed during 2003. The Nominating and Governance Committee makes
recommendations to the Board regarding the adoption and review of corporate
governance principles, identifies qualified individuals for Board membership,
assesses and makes recommendations to the Board regarding the size and
composition of the Board and its Committees, and reviews the performance of the
Board and its Committees and makes recommendations to the Board for the
improvement of such performance. The Nominating and Governance Committee, which
held two meetings during 2003, consists of Messrs. Hewitt, Lynch and Simone. Mr.
Simone serves as Chairman. The Nominating and Governance Committee Charter is
attached as Appendix B to this Proxy.

The Board of Directors has a Compensation Committee, which makes
recommendations concerning salaries and incentive compensation for executives
and administers and recommends grants of stock options pursuant to the Company's
Amended and Restated 1995 Stock Option Plan. The Compensation Committee, which
held five meetings during 2003, (including two via telephone conference)
consists of Messrs. Lynch, Moore and Simone. Mr. Lynch serves as Chairman.

Report of the Audit Committee

The Audit Committee of the Board of Directors (for purposes of this report,
the "Committee") is composed of three independent directors. The three
independent directors meet the independence standards currently promulgated by
NASDAQ. The Committee is chaired by Conrad W. Hewitt who meets the NASDAQ
standard of a financial expert. The Committee has prepared the following report
on its activities with respect to the Company's audited financial statements for
the year ended December 31, 2003 (the "audited financial statements").

BDO Seidman, LLP was previously the Company's independent public
accountants. On April 15, 2003 the Board of Directors unanimously accepted the
recommendation of the Audit Committee and appointed Grant Thornton, LLP as its
independent public accountants from a group of three finalist audit firms which
included BDO Seidman, LLP. BDO Seidman's reports on the Company's financial
statements for each of the three years ended December 31, 2002, 2001 and 2000
did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2000, 2001 and 2002 and the subsequent
interim period through April 15, 2003 there were (1) no disagreements with BDO
Seidman on any matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedure which, if not resolved to BDO
Seidman's satisfaction, would have caused BDO Seidman to make reference to the
matter in connection with its report on the Company's financial statements for
such years; and (2) no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K promulgated under the Securities Exchange Act of 1934.

The Company requested that BDO Seidman furnish a letter addressed to the
Securities and Exchange Commission stating whether or not BDO Seidman agreed
with the above statements. The Company filed a copy of such letter, in which BDO
Seidman stated their agreement, as an exhibit to a Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 21, 2003.

Also on April 15, 2003 the Board of Directors unanimously accepted the
recommendation of the Audit Committee that Grant Thornton, LLP be appointed to
serve as the Company's independent public accountants for 2003. During the three
most recent years ended December 31, 2002, 2001 and 2000, the Company did not
consult with Grant Thornton regarding any matter whatsoever.

Spectrum's audited financial statements at and for the three year period
ended December 31, 2003 are included in Spectrum's Annual Report on Form 10-K
for December 31, 2003. Spectrum, acting through its management and Board of
Directors, has the primary responsibility for the financial statements and the
reporting process, including the systems of internal accounting controls. Grant
Thornton, LLP, independent auditors engaged by Spectrum, are responsible for
expressing an opinion on the conformity of those audited financial statements
with accounting principles generally accepted in the United States of America.

The Committee oversees Spectrum's financial reporting process on behalf of
the Board of Directors. In fulfilling its oversight responsibilities, the
Committee has reviewed the audited financial statements with Spectrum's
management, including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.

The Committee has also reviewed with Grant Thornton their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Committee under
auditing standards generally accepted in the United States of America.

The Committee has discussed with Grant Thornton their independence in
relation to Spectrum and Spectrum's management, including the matters addressed
in the written disclosures provided to Spectrum by Grant Thornton, as required
by the Independence Standards Board, the standard-setting body governing the
independence of auditors in relation to their public company clients.

Audit Fees

Grant Thornton's fees for the 2003 annual audit were $75,000.

Audit-Related Fees

Grant Thornton's fees during 2003 for audit related services were $30,900.
Audit related services included fees for quarterly reviews, attendance at Audit
Committee Meetings and assistance with financial statement disclosures.

Tax Fees

Grant Thornton's fees during 2003 for tax services were $56,300 which
included the amendment of the Company's 2000 and 2001 returns as well as the
preparation of the Company's 2002 returns.

There were no other services provided by the independent auditors in 2003.
The Committee believes the provision of the tax services by Grant Thornton is
compatible with maintaining their independence.

It is the Committee's policy to approve all Grant Thornton fees in advance.
The Chairman of the Audit Committee has the authority to approve Grant Thornton
fees of up to $50,000, subject to subsequent ratification by the Committee. The
Company's Chief Financial Officer has the authority to approve Grant Thornton
fees of up to $10,000, subject to subsequent ratification by the Committee. All
of the Grant Thornton fees in each of the three categories enumerated above were
approved in advance by the Committee.

The Committee has discussed with the Company's management and Grant
Thornton the overall scope and plans for their audits. The Committee meets
quarterly with Grant Thornton, with and without management present, to discuss
the results of their examinations, their evaluations of the Company's internal
accounting and financial reporting controls, and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended December 31, 2003
for filing with the Securities and Exchange Commission.

The material in this report is not "soliciting material", is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any filing
of the Company under the 1933 or 1934 Act.

This report respectfully submitted by:

Conrad W. Hewitt, Chairman
Charles A. Lynch
Thomas B. Simone
Members of the Audit Committee

DIRECTOR COMPENSATION

Under new arrangements which began January 1, 2003 the Company's
non-executive directors received a compensation package consisting of a base
quarterly retainer paid in cash plus non-qualified stock options issued under
the Company's Amended and Restated 1995 Stock Option Plan. Non-executive
directors who serve as Chairman of one of the Committees of the Board received
an additional cash retainer and additional options above the base package as
disclosed in the following table:

Retainer Options
-------- -------

Base annual compensation package $ 15,000 40,000
Additional compensation for Chairmanship of Compensation or
Nominating and Governance Committees $ 5,000 5,000
Additional compensation for Chairmanship of the Audit
Committee $ 6,000 6,000

All directors receive reimbursement of expenses incurred in attending
meetings. Executives of the Company who also serve as Board members receive only
reimbursement of expenses incurred. The Chairman of the Audit Committee is the
most highly compensated non-executive director in recognition of the importance
of that role and the additional scrutiny of audit committees in the wake of the
Sarbanes-Oxley Act of 2002.

During 2002 and 2001, the Company's non-executive directors were offered a
choice between the following two compensation packages for Board service: (1)
annual cash compensation of $10,000 and 25,000 non-qualified stock options at
the market price on the date of grant with a four year vesting schedule, or (2)
80,000 non-qualified stock options for serving on the Board and 20,000
additional non-qualified stock options for Chairmanship of a Committee, at the
market price on the date of grant, with one-third vested immediately and the
remainder vesting ratably over two years. Messrs. Lynch, Moore and Simone all
chose the option package for 2002 and 2001. Mr. Battendieri chose the option
package for the period in 2002 that he was no longer an executive of the
Company.

During February 2001 Mr. Lynch and Mr. Moore elected to receive 32,000
shares each of Spectrum restricted common stock in lieu of the Board fees due to
them for 2000 of $10,000 each, in a transaction approved by the Company's
disinterested Board members. The shares were issued at $0.3125 per share, the
closing price of the Company's common stock as quoted on the OTC Bulletin Board
system on the date the Board approved the transaction.

EXECUTIVE COMPENSATION AND RELATED PARTY TRANSACTIONS

Summary Compensation Table

The following table summarizes the annual compensation awarded or paid
during the last three years for the Company's Chief Executive Officer and the
next five most highly compensated officers (hereinafter, the "Named Executive
Officers").

Summary Compensation Table
--------------------------
Long-term
Annual Compensation Compensation
------------------- ----------
Other Securities
Compen- Underlying
Name and Position Year Salary Bonus sation Options
- --------------------------- ------ -------- -------- -------- ----------

Neil G. Blomquist (1) 2003 $200,000 $ 60,700 $ 9,000 --
President and CEO 2002 $183,300 $ 26,400 $ 9,000 650,000
2001 $148,600 $ 28,100 $ 4,600 --

Jethren P. Phillips (2) 2003 $202,300 $ 40,900 $ 53,600 --
Chairman of the Board 2002 $208,000 $ 32,500 $ 9,000 --
2001 $205,000 $ -- $ 5,600 --

Robert B. Fowles 2003 $141,300 $ 28,100 $ -- 50,000
Chief Financial Officer 2002 $136,300 $ 22,000 $ -- 100,000
and Secretary 2001 $120,500 $ 23,800 $ -- 250,000

N. Michael Langenborg (3) 2003 $115,000 $ 20,900 $ -- 75,000
Vice President, Marketing 2002 $ 13,900 $ -- $ -- --
2001 $ -- $ -- $ -- --

Steven L. Terre (3) 2003 $115,000 $ 21,700 $ 7,200 75,000
Vice President, Sales 2002 $ 9,600 $ -- $ 300 --
2001 $ -- $ -- $ -- --

Hubert H. Holcombe (4) 2003 $116,900 $ -- $ 32,500 --
Former Vice President, 2002 $132,300 $ -- $ -- 75,000
Operations 2001 $120,500 $ 21,500 $ -- --

(1) Mr. Blomquist was appointed President and Chief Executive Officer on
September 1, 2002. Prior to that he served as President, Consumer Brands.

(2) Mr. Phillips also served as Chief Executive Officer until September 1,
2002.

(3) Mr. Langenborg and Mr. Terre joined the Company on November 4, 2002 and
November 18, 2002, respectively.

(4) Mr. Holcombe's employment was terminated effective October 24, 2003.

Other compensation for Mr. Phillips in 2003 included imputed income of
$34,800 to retire his shareholder advance (see Certain Transactions with Related
Parties) with the remainder representing automobile and office allowances. Other
compensation for Mr. Holcombe in 2003 represented severance pay.

Option Grant Table

The following table sets forth the options granted to the Named Executive
Officers for the year ended December 31, 2003.

Individual Grants
-----------------

Number of % of Total
Securities Options Granted
Underlying to Employees Exercise or
Options Granted in 2003 Base Price Expiration Date
-------------- ------------- ---------- -------------

Robert B. Fowles 50,000 8.4% $ 0.305 February 26, 2013
N. Michael Langenborg 75,000 12.6% $ 0.305 February 26, 2013
Steven L. Terre 75,000 12.6% $ 0.305 February 26, 2013

The above options vest ratably over a four-year period beginning February 26,
2003.

Option Exercises During 2003

There were no exercises of stock options during 2003 except for Mr.
Holcombe, who exercised 100% of his outstanding vested options shortly after the
termination of his employment with the Company. The following table sets forth
the number of shares acquired and the value realized as a result of stock option
exercises during 2003 by the Named Executive Officers.

Shares Acquired Value
on Exercise Realized
-------------- -------------

Hubert H. Holcombe 143,750 $ 30,800

Fiscal Year-End Option Value Table

The following table sets forth the number of shares underlying outstanding
options at December 31, 2003 and their related value for the Named Executive
Officers.

Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-money
at December 31, 2003 Options at December 31, 2003 (1)
----------------------------- -----------------------------

Name Vested Unvested Vested Unvested
- ------------------ --------- --------- --------- ---------

Neil G. Blomquist 1,040,515 500,000 $ 516,800 $ 227,700
Robert B. Fowles 337,500 312,500 $ 158,100 $ 164,300
N. Michael Langenborg -- 75,000 -- $ 39,400
Steven L. Terre -- 75,000 -- $ 39,400
--------- --------- --------- ---------
Totals 1,378,015 962,500 $ 674,900 $ 470,800
========= ========= ========= =========

(1) Based on a closing stock price of $0.83 at December 31, 2003.

Employment Agreements

The Company is a party to an employment agreement with Jethren P. Phillips
covering the period commencing October 6, 1999 and ending October 6, 2002,
subject to automatic extension for successive one-year terms at the election of
Mr. Phillips. The agreement provides for Mr. Phillips to serve as Chairman of
the Board of the Company's Board of Directors. Mr. Phillips may terminate the
agreement upon 90 days written notice to the Company. The Company may terminate
the agreement only for cause or in the event of the Executive's death or
disability. The agreement includes a non-competition clause under which Mr.
Phillips agrees that during the term of the agreement and for three years
thereafter he will not, directly or indirectly, whether as an officer, director,
partner, proprietor, associate, representative, consultant, or in any capacity
whatsoever engage in, become financially interested in, be employed by or have
any business connection with any other person, corporation, firm, partnership or
other entity whatsoever which were known to him to directly compete with the
Company, throughout the world, in any line of business engaged in (or planned to
be engaged in) by the Company; provided, however, that anything above to the
contrary notwithstanding, the Executive may own, as a passive investor,
securities of any competitor corporation, so long as the Executive's direct
holdings in any one such corporation shall not in the aggregate constitute more
than 1% of the voting stock of such corporation.

The Company is a party to an employment agreement with Neil G. Blomquist
covering the period commencing October 1, 2002 and ending October 1, 2004,
subject to automatic extension for successive one-year terms without any action
by either party. The agreement provides for Mr. Blomquist to serve as the
Company's President and Chief Executive Officer. The agreement includes a
non-competition clause under which Mr. Blomquist agrees that during the term of
the agreement and for a period of one year after termination of the agreement,
he will not, directly or indirectly, divert or attempt to divert from the
Company any business of any kind in which it is engaged, employ or recommend for
employment any person employed by the Company, engage in any business activity
that is or may be competitive with that of the Company, or solicit any customer
of the Company to the detriment of the Company.

Certain Transactions with Related Parties

In connection with the 1999 merger, the Company assumed a promissory note
held by Mr. Battendieri for a capital loan made to Organic Ingredients, which
had a balance due as of October 6, 1999 of $102,000. The note is being amortized
over 60 months with interest at 10% per annum. During 2003 the Company made
principal and interest payments of $26,000 to Mr. Battendieri under the note.

The Company has retained Moore Consulting Company for investment banking,
consulting and management advisory services. Moore Consulting is operated as a
sole proprietorship by Phillip Moore, a non-executive Director of the Company.
During 2001 the Company made payments of $70,000 to Moore Consulting Company for
consulting and management advisory services. In addition, the Company paid Moore
Consulting an investment banking fee of $78,200 in June 2001 in connection with
the sale of the Company's tomato-based product lines. During 2002 the Company
paid $15,000 to Moore Consulting Company for management advisory services and
$79,000 as an investment banking fee in connection with the sale of the Organic
Ingredients business.

Also in connection with the sale of the Organic Ingredients business, the
Company entered into a private label consulting agreement with Running Stream
Food and Beverage, Inc. ("RSFB") in 2002. RSFB is owned and operated by John
Battendieri, a non-executive Director of the Company. During 2003 the Company
paid consulting fees of $99,000 plus expenses incurred to RSFB for private label
consulting and management services.

On July 29, 2003 the Compensation Committee of the Board of Directors
unanimously approved recognizing the $20,000 shareholder advance that had been
outstanding to Mr. Phillips for several years as income to him for 2003 and
grossing the amount up for income taxes. Accordingly, the Company characterized
$34,800 as income to Mr. Phillips during 2003 to forgive the shareholder
advance.

The Company believes that the terms and conditions of the above
transactions were fair, reasonable and consistent with terms the Company could
have obtained from unaffiliated third parties. Any future transactions with the
Company's executive officers or directors will be entered into on terms that are
no less favorable to the Company than those that are available from unaffiliated
third parties, and all such transactions will be approved by a majority of the
Company's disinterested directors.

Report of the Compensation Committee on Executive Compensation

Overview and Philosophy

The Compensation Committee of the Company's Board of Directors (for
purposes of this report, the "Committee") is responsible for making
recommendations concerning salaries and incentive compensation for the Company's
Chief Executive Officer and the other executive officers. The Committee
currently consists of Messrs. Lynch, Simone, and Moore. This report addresses
the Company's compensation policies for fiscal 2003 as they affected the Chief
Executive Officer and the Company's other executive officers.

The objectives of the Company's executive compensation program are to:

o Provide executives with competitive compensation that maintains a
balance between cash and stock compensation and provides a significant
portion of total compensation at risk, tied both to annual and
long-term performance of the Company as well as to the creation of
stockholder value.

o Align the executive officers' interests with the interests of
shareholders and the overall success of the Company.

o Recognize and reward individual performance and responsibility so that
the Company's strongest performers receive a highly competitive
compensation package.

Compensation Program

General. The Company's executive compensation program generally consists of
a base salary, participation in the management incentive plan, and long-term
incentive compensation in the form of stock options. Executives also participate
in benefit programs that are generally available to all employees of the
Company, including medical and dental insurance, the Company's 401(k) Plan, life
insurance plan and the Company's vacation policy.

All compensation decisions are determined following a review of many
factors that the Committee believes are relevant, including third-party data,
the Company's achievements over the past year, the individual's contributions to
the Company's success, any significant changes in role or responsibility, and
the internal equity of compensation relationships.

In general, the Committee intends that the overall total compensation
opportunities provided to the executive officers should reflect competitive
compensation for executives with corresponding responsibilities in comparable
firms providing similar products and services. To the extent determined to be
appropriate, the Committee also considers general economic conditions, the
Company's financial performance and individual merit in setting compensation
policies for its executive officers.

For 2003, the Committee reviewed the appropriate mix between salary and
other forms of compensation and set annual compensation guidelines for the
Company's executives. The Committee also evaluated expensing stock options under
SFAS 123 and elected to continue the current treatment of not recording an
expense for employee and director stock options under the provisions of SFAS
148, which requires disclosure of the impact on the Company's financial
statements as if the expensing of stock options had been elected in the Summary
of Significant Accounting Policies.

Long-Term Incentive Compensation. Long-term incentives for executive
officers and key employees are provided through individual stock ownership and
the Company's Amended 1995 Stock Option Plan. The objectives of these plans are
to align executive and shareholder long-term interests by creating a direct link
between executive compensation and shareholder return, and to enable executives
to develop and maintain a significant, long-term stock ownership position in the
Company. Stock options are granted at an option price equal to the fair market

value or, in the case of owners of 10% or more of the Company's common stock,
10% above the fair market value of the Company's common stock on the date of
grant and will only have value if the Company's stock price increases. In
selecting executives eligible to receive option grants and determining the
amount and frequency of such grants, the Company evaluates a variety of factors,
including (i) the job level of the executive, (ii) option grants awarded by
competitors to executives at a comparable job level, and (iii) past, current and
prospective service to the Company rendered, or to be rendered, by the
executive.

Compensation for the Chief Executive Officer and the Chairman of the Board

The Committee makes an annual recommendation to the Board for the
compensation of Mr. Blomquist, Chief Executive Officer and Mr. Phillips,
Chairman of the Board. Mr. Blomquist was promoted to Chief Executive Officer on
September 1, 2002 and did not receive a merit increase in 2003 since his base
pay level was raised by 23% at the time of his promotion. Mr. Blomquist was also
excluded from the 2003 stock option grant since he was granted an additional
500,000 options at the time of his promotion. The additional 500,000 option
grant at the time of Mr. Blomquist's promotion was viewed less as compensation
for past performance and more as an incentive mechanism. The Committee
considered the fact that Mr. Blomquist is a significant shareholder of the
Company in determining the size of the option grant at the time of his
promotion. Mr. Blomquist's employment contract calls for him to be eligible for
an annual cash incentive award of up to 50% of his base salary. However, due to
margin pressure during 2003 on several of the Company's key product lines, Mr.
Blomquist volunteered to reduce his target incentive for 2003 by 40%. Mr.
Phillips and all other executive officers reduced their target incentive awards
for 2003 by 20% for the same reason. Mr. Blomquist's annual cash incentive award
for 2003 of $60,700 was based on an 80%/20% mix of Company EBITDA as adjusted
performance and his individual key performance objectives for 2003,
respectively. During 2003 the Company achieved its EBITDA as adjusted target,
which was also reviewed and approved by the Committee. The Committee evaluated
Mr. Blomquist's performance against the key performance objectives set for him
at the beginning of 2003. After its evaluation, the Committee recommended that
the Board approve Mr. Blomquist's annual cash incentive.

Mr. Phillips's base salary reflects his status as the Company's Founder and
Chairman of the Board. The Committee recommended that the Board approve a modest
merit increase in 2003 of 4% for Mr. Phillips, which was effective on March 1,
2003. Mr. Phillips's annual cash incentive award for 2003 of $40,900 was based
on a 50%/50% mix of Company EBITDA as adjusted performance and his individual
key performance objectives for 2003, respectively. The Committee also evaluated
Mr. Phillips's performance against the key performance objectives set for him at
the beginning of 2003. After its evaluation, the Committee recommended that the
Board approve Mr. Phillips's annual cash incentive. As the Company's largest
shareholder, Mr. Phillips has elected not to participate in the Company's
long-term equity compensation plan to date.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (the "Code") limits the Company
to a deduction for federal income tax purposes of no more than $1 million for
compensation paid to certain Named Executive Officers in a taxable year.
Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Code.

The statute containing this law and the applicable proposed Treasury
regulations offer a number of transitional exceptions to this deduction limit
for pre-existing compensation plans, arrangements and binding contracts. As a
result, the Compensation Committee believes that at the present time it is quite
unlikely that the compensation paid to any Named Executive Officer in one
taxable year, which is subject to the deduction limit, will exceed $1 million.
Therefore, the Compensation Committee has not yet established a policy for
determining which forms of incentive compensation awarded to its Named Executive
Officers shall be designed to qualify as "performance-based compensation." The
Compensation Committee intends to continue to evaluate the effects of the
statute and any final Treasury regulations and to comply with Code Section
162(m) in the future to the extent consistent with the best interests of the
Company.

The material in this report is not "soliciting material", is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any filing
of the Company under the 1933 or 1934 Act.

This report respectfully submitted by:

Charles A. Lynch, Chairman
Phillip L. Moore
Thomas B. Simone
Members of the Compensation Committee

Compensation Committee Interlocks and Insider Participation

The current members of the Company's Compensation Committee are Messrs.
Lynch, Moore and Simone. No executive officer of the Company has served as a
director or member of the compensation committee (or other committee serving an
equivalent function) of any other entity, one of whose executive officers served
as a director of or member of the Compensation Committee of the Company.

Shareholder Proposals for 2005 Annual Meeting

Any proposal that a shareholder of the Company wishes to be considered for
inclusion in the Company's proxy statement and proxy card for the Company's 2005
Annual Meeting of Shareholders must be submitted to the Secretary of the Company
at its offices, 5341 Old Redwood Highway, Suite 400, Petaluma, California 94954,
no later than December 31, 2004.

Comparative Stock Performance

The graph and table below compares the cumulative total shareholder return
on the common stock of the Company for the five year period ended December 31,
2003 with the cumulative total return on (i) an index of organic food and
nutritional supplement companies and (ii) the Russell 2000 Index. The comparison
assumes the investment of $100 on December 31, 1998 in the Company's common
stock and in each of the indices and, in each case, assumes reinvestment of all
dividends. The index of organic food and nutritional supplement companies
includes Galaxy Nutritional Foods, Inc., Gardenburger, Inc., Green Mountain
Coffee Roasters, Inc., Hain Celestial Group, Inc., Hansen Natural Corp., Lifeway
Foods, Inc., Monterey Pasta Company, Tofutti Brands, Inc., Vermont Pure
Holdings, Ltd., and Next Generation Tech Holdings, Inc.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG SPECTRUM ORGANIC PRODUCTS, INC., THE RUSSELL 2000 INDEX
AND A PEER GROUP

(GRAPHIC OMITTED)

Cumulative Total Return
-----------------------

----------------------------------------------------------
12/98 12/99 12/00 12/01 12/02 12/03
----- ----- ----- ----- ----- -----

Spectrum Organic Products, Inc. 100.00 88.89 57.78 65.78 53.33 147.56
Russell 2000 100.00 121.26 117.59 120.52 95.83 141.11
Peer Group 100.00 84.03 116.87 111.79 67.00 96.61

The Company will request brokerage houses, custodians, nominees and
fiduciaries to forward copies of the proxy material to those persons for whom
they hold shares and request instructions for voting the Proxies. The Company
will reimburse such brokerage houses and other persons for their reasonable
expenses in connection with this distribution.

The Board of Directors hopes that shareholders will attend the meeting.
Whether or not you plan to attend, you are urged to submit your vote following
the instructions included on page 1 of this Proxy. Prompt response will greatly
facilitate arrangements for the meeting and your cooperation is appreciated.
Shareholders of record who attend the meeting may vote their stock personally
even though they have sent in their proxy cards.

By Order of the Board of Directors,

Jethren P. Phillips,
Chairman of the Board
March 19, 2004

Appendix A

SPECTRUM ORGANIC PRODUCTS, INC.
AUDIT COMMITTEE CHARTER

The primary responsibilities of the Audit Committee of the Board of Directors
are to:

o Monitor the Corporation's financial reporting process and internal
control system.

o Monitor the audit processes of the Corporation's independent
accountants.

o Provide an open avenue of communication among the Corporation's
independent accountants, financial and senior management and the Board
of Directors.

The Audit Committee shall consist entirely of independent directors. Each member
shall be free of any relationship that, in the judgment of the Board of
Directors, would interfere with the exercise of his or her independent judgment.
The members of the Committee shall also satisfy, in the judgment of the Board,
the NASDAQ Exchange's financial qualification requirements.

In fulfilling its responsibilities, the Committee shall:

1. Review this Charter on an annual basis and update it as conditions
dictate.

2. Review with management the Corporation's annual financial statements,
including significant changes in accounting principles or their
application.

3. Review with the independent accountants their audit report on the
annual financial statements, including the application of the
Corporation's accounting principles; and discuss with the independent
accountants and management their judgment as to the quality of the
Corporation's accounting principles.

4. Based on the Committee's review and discussion of the Corporation's
annual financial statements with management and the independent
accountants, recommend to the Board that the annual financial
statements be included in the Corporation's 10-K Annual Report.

5. With respect to the independent accountants audit of the Corporation's
annual financial statements and review of its quarterly financial
statements, discuss with the independent accountants those matters
described in Statement of Auditing Standards 61, as amended from time
to time.

6. Review the audit plans and activities of the independent accountants
and the coordination of their audit efforts with management.

7. Recommend to the Board the selection or replacement of the independent
accountants, taking into consideration independence and effectiveness.
As part of such process, obtain from such accountants, and discuss
with them, the disclosures regarding independence required by
Independence Standards Board Standard No. 1, as amended or
supplemented from time to time.

8. Approve the fees paid to the independent accountants with respect to
all services.

9. Review and concur in the appointment or replacement of the Chief
Financial Officer.

10. Review with management and the independent accountants the adequacy of
the Corporation's internal controls and management's responses with
respect to recommendations for internal control improvements.

11. Meet with the Chief Financial Officer and the independent accountants
in separate executive sessions to discuss any matters that the
Committee or these groups believe should be discussed privately with
the Committee.

12. Report Committee actions to the Board of Directors, with such
recommendations as the Committee deems appropriate.

13. Report to stockholders in the Corporation's annual proxy statement on
those matters required by Securities and Exchange Commission Rules.

14. Conduct or authorize investigations into any matters within the
Committee's scope of responsibilities.

15. Consider such other matters with respect to the Corporation's
financial affairs, internal controls and external audits as the
Committee may deem advisable.

Appendix B
January 15, 2004

SPECTRUM ORGANIC PRODUCTS, INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER

This document sets forth the Charter of the Nominating and Governance
Committee (the "Committee") of the Board of Directors (the "Board") of Spectrum
Organic Products, Inc. (the "Company").

Purpose

The purpose of the Committee is:

o To develop and recommend to the Board for adoption, and thereafter
periodically review, corporate governance principles applicable to the
Company ("Corporate Governance Guidelines");

o to identify individuals qualified to become Board members and to
recommend to the Board candidates for election as directors at the
annual meeting of stockholders;

o to assess and make recommendations to the Board regarding the size and
composition of the Board and the size, composition, scope of
authority, responsibilities, and reporting obligations of each
committee of the Board; and

o to assist the Board in the review of the performance of the Board, the
committees of the Board, and individual members of the Board, and to
make recommendations to the Board to improve such performance.

Committee Membership

The Committee shall consist of no fewer than three members, each of whom
shall meet the independence requirements of the NASDAQ Stock Exchange (NASDAQ),
to which the Company intends to submit its listing application to regain its
NSDAQ Small-Cap during 2004 and such other independence requirements, if any, as
may be established by the Company's Corporate Governance Guidelines. Each year,
following the Company's Annual Meeting of Shareholders, the Committee shall
elect a Chairman of the Committee, who may be the incumbent Chairman or another
member of the Committee. The Board shall have sole authority to appoint and
remove members of the Committee.

Committee Authority and Responsibilities

1. The Committee shall, from time to time, as the Committee deems
appropriate, but no less frequently than annually, review and assess the
adequacy of the Company's Corporate Governance Guidelines and recommend to the
Board for approval any changes that the Committee considers appropriate. To
fulfill this responsibility, the Committee shall endeavor to remain informed on
corporate governance practices generally, including emerging trends among
comparable companies.

2. At least annually, the Committee (i) shall evaluate the size and
composition of the Board in light of the operating requirements of the Company
and existing corporate governance trends, including consideration of appropriate
areas of expertise to be represented on the Board, and (ii) shall report its
findings and any recommendations to the Board.

3. The Committee shall develop and recommend for approval by the Board
written eligibility guidelines for directors that are designed to ensure
compliance with all applicable legal requirements and the NASDAQ listing

requirements. The Committee shall review the eligibility guidelines from time to
time as requested by the Board or as the Committee deems necessary or
appropriate.

4. The Committee shall identify, evaluate, and recommend to the Board for
nomination candidates for election as directors at the Annual Meeting of
Stockholders or by appointment by the Board, including consideration of
prospective candidates proposed for consideration by management or by any
stockholder.

5. If, during the course of a year, a vacancy occurs, or if the Committee
becomes aware of a pending vacancy, and the Board determines that the vacancy
shall be filled, the Committee shall recommend to the Board a qualified
individual for appointment by the Board to serve as a director until the next
Annual Meeting of Stockholders when directors stand for election.

6. In performing its responsibilities under paragraphs 4 and 5 above, the
Committee shall have the sole authority to retain and terminate any search firm
to be used to identify director candidates and shall have sole authority to
approve the search firm's fees and other retention terms.

7. At least annually, the Committee shall (i) evaluate the size,
composition, membership qualifications, scope of authority, responsibilities,
and reporting obligations of each committee of the Board and (ii) shall report
its findings and any recommendations to the Board.

8. The Committee shall consider, adopt and oversee all processes for
evaluating the performance of the Board, the Chairman of the Board, each
Committee and individual directors.

9. The Committee shall consider, adopt and oversee director orientation and
continuing education programs.

10. The Committee shall (i) evaluate each shareholder proposal submitted
for inclusion in the Company's proxy materials to determine whether the proposal
is eligible for inclusion based on compliance with substantive and procedural
requirements of the Company's Bylaws, California corporate law, and the
Securities and Exchange Commission proxy rules and (ii) shall recommend to the
Board whether the Company shall support or oppose the proposal.

11. The Committee, in conjunction with the Compensation Committee, shall
consider the appropriate levels of director compensation and an appropriate
director compensation program, and shall make recommendations to the Board
regarding the same.

12. The Committee, in conjunction with the Compensation Committee, shall
conduct an annual review of the performance of the Chief Executive Officer and
shall oversee the annual reviews of the performance of other executive officers
to ensure that it is consistent with the short-term and long-range goals of the
Company.

13. The Committee shall periodically review and advise the Board regarding
the Company's management development and succession plans.

14. The Committee shall annually review the service of Board members on the
boards of other public companies.

15. The Committee shall review the Directors and Officers questionnaires
prepared annually by the Company's directors and officers.

16. The Chair of the Committee shall convene regular meetings of the
independent directors of the Company, as required, but not less frequently than
annually, usually in conjunction with a regular Board Meeting.

17. At least annually, the Committee shall review the Company's Code of
Conduct, Corporate Policies Manual, Conflict of Interests Policy/Questionnaire,
Confidentiality of Information Policy, Social and Environmental Practices Policy

and the reports of the CEO and executive officers responsible for these matters.
The Committee shall have the sole power to grant any waivers from these policies
or practices.

18. In carrying out its duties and responsibilities under this Charter, the
Committee shall have authority to obtain the advice and assistance of internal
or external legal, accounting and other advisors.

19. The Committee shall review and assess this Charter annually and
recommend any proposed changes to the Board.

Meetings and Minutes

The Committee shall hold meetings, in person or by telephone, at such times
and with such frequency as it deems necessary to carry out its duties and
responsibilities under this Charter. Special meetings of the Committee may be
called by the Chairman of the Board or the President of the Company or by the
Chairman of the Committee, with notice of any such special meeting to be given
in accordance with the Company's Bylaws. A majority of the members of the
Committee shall constitute a quorum for the transaction of business by the
Committee. At the discretion of the Committee, other members of the Board and
any officer or employee of the Company may be invited to attend and participate
in meetings of the Committee.

The Committee also may act by unanimous written consent in accordance with
the terms of the Company's Bylaws.

Minutes of each Committee meeting and records of all other Committee
actions shall be prepared by the Secretary of the Company or, if the Secretary
is not present at the meeting, any person appointed by the Chairman of the
Committee, and shall be retained with the permanent records of the Company.

The Committee shall report to the Board, no later than the next regular
Board meeting, all decisions made and actions taken by the Committee.

Adoption and Amendment

This Charter has been adopted by the Board, and may be amended at any time
or from time to time, in whole or in part, solely by a resolution adopted by the
Board.