Mail Stop 0510

      June 14, 2005


Mr. Geoffrey S. Flagg
Chief Financial Officer
Rentech, Inc.
1331 17th Street, Suite 720
Denver, Colorado 80202-1557


	RE:	Form 10-K for the Fiscal Year Ended September 30, 2004
                   	Forms 10-Q for the Fiscal Quarters Ended
December
31, 2004 and
      March 31, 2005
                   	File No. 0-19260


Dear Mr. Flagg:

		We have reviewed your response letter dated June 6, 2005
and have the following additional comments.  If you disagree with
a
comment, 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.

	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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the Quarter Ended March 31, 2005

Consolidated Statements of Cash Flows, page 7
1. We have reviewed your response to comment five.  Please amend
your
filing to include a restated statement of cash flows, which
presents
the expense of $1,601,191 as an adjustment to reconcile net loss
to
cash used in operating activities.  Please also reclassify any
non-
cash interest expense classified in a similar manner in prior
periods.
2. Please provide us with a detail of the Deposits and other
assets
line item for the past three fiscal years and the three and six
months ended March 31, 2005.

Note 12 - Subsequent Events, page 23
3. Note 4 to EITF 98-5 requires that when convertible securities
are
issued with detachable warrants, the issuer must allocate the
proceeds between the convertible instrument and the detachable
warrants using the relative fair value method of APB Opinion 14 in
order to determine the amount to be allocated to the beneficial
conversion feature.  Please tell us how your calculation of the
beneficial conversion feature is consistent with EITFs 98-5 and
00-27
or provide us with a revised calculation.
4. We have reviewed your response to comment three.  With respect
to
subscribers whose subscriptions were not accepted, the breakup fee
appears analogous to the cost of an aborted offering, which should
be
expensed.  Please refer to SAB Topic 5:A.  Please revise your
proposed disclosure to classify the $375,682 value of warrants
issued
as a breakup fee as an operating expense in your statement of
operations.

*    *    *    *


      		Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response on EDGAR
as
a correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      If you have any questions regarding these comments, please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, Scott Watkinson, Staff Accountant, at (202) 551-
3741.


          						Sincerely,


								Rufus Decker
								Branch Chief
Geoffrey S. Flagg
Rentech, Inc.
June 14, 2005
Page 1 of 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE