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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hamilton Richard William
 2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2012		 3. Issuer Name and Ticker or Trading Symbol
Ceres, Inc. [CERE]
(Last)
(First)
(Middle)
C/O CERES, INC., 1535 RANCHO CONEJO BOULEVARD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

THOUSAND OAKS, CA 91320		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 56,666
D
 
Common Stock 33,333
I
By Richard Hamilton 2011 - Ceres GRAT

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right To Buy)   (1) 09/23/2012 Common Stock 400,000 $ 1.95 D  
Stock Option (Right To Buy)   (1) 01/16/2016 Common Stock 68,333 $ 3.9 D  
Stock Option (Right To Buy)   (1) 12/20/2017 Common Stock 187,332 $ 6.75 D  
Stock Option (Right To Buy)   (2) 06/22/2021 Common Stock 66,666 $ 16.77 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hamilton Richard William
C/O CERES, INC.
1535 RANCHO CONEJO BOULEVARD
THOUSAND OAKS, CA 91320		   X     President and CEO  

Signatures

/s/ Wilfriede van Assche, Attorney-in-Fact for Richard William Hamilton 02/08/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option is fully vested and exercisable.
(2) The option is subject to an early exercise provision and is immediately exercisable in full. Forty percent of the shares subject to the option vest on June 23, 2013, and one sixtieth of the shares vest monthly thereafter.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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