February 16, 2006

Amanda M. Darby, Esq.
General Counsel and Secretary
Rentech, Inc.
1331 Seventeenth Street, Suite 720
Denver, Colorado 80202

	Re:	Rentech, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 3, 2006
File No. 0-19260

Dear Ms. Darby:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. We note your response to prior comment 2.  Please tell us
supplementally the value of RCN`s land, machinery and equipment as
set
forth in the September 2004 appraisal.  Please tell us how you
used
the information in this appraisal and the consideration you gave
to it
in negotiating and approving the stock purchase agreement.  Tell
us
why you believe the appraisal is not material to investors.

Election of Directors, page 16

2. In your disclosure regarding Mr. Ramsbottom, please explain
what
"M2 Automotive completed and assignment for the benefit of its
creditors" means.  What did M2 Automotive assign?
Certain Relationships and Related Party Transactions, page 34

3. Briefly describe the factors underlying the success fee you
paid to
East Cliff.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      Please direct questions to Brigitte Lippmann at (202) 942-
0755.
You may also call the undersigned Branch Chief at (202) 942-2864,
who
supervised the review of your filing.

Sincerely,



Jennifer Hardy
Branch Chief


cc:	David A. Zaheer, Esq.
 	Latham & Watkins LLP
      633 West Fifth Street, Suite 4000
      Los Angeles, California 90071-2007
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Amanda M. Darby, Esq.
Rentech, Inc.
February 16, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE