As filed with the Securities and Exchange Commission on August 13, 2002

                                        Registration No. 333-85682

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                        -----------------------------
                                  FORM S-3/A
                               Amendment One to
                        Registration Statement Under
                         THE SECURITIES ACT OF 1933
                        -----------------------------


                              RENTECH, INC.
           (Exact name of Registrant as specified in charter)

              Colorado                                       84-0957421
(State or other jurisdiction of                        (I.R.S. Employer
 Incorporation or organization)                     Identification No.)

                          1331 17th Street, Suite 720
                             Denver, Colorado 80202
                                (303) 298-8008

(Address and telephone number of registrant's principal executive offices)

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

                             Dennis L. Yakobson
                     President and Chief Executive Officer
                                Rentech, Inc.
                           1331 17th St. Suite 720
                           Denver, Colorado  80202
                               (303) 298-8008
          (Name, address and telephone number of agent for service)


                  Copies of all communications and notices to:

                            Loren L. Mall, Esq.
                           Brega & Winters P.C.
                      1700 Lincoln Street, Suite 2222
                          Denver, Colorado  80203
                             Tel: (303) 866-9404

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


       Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.  [   ]

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.  [ X ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier


effective registration statement for the same offering.  [   ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [   ]

     If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [   ]

     The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date or dates as
the Commission, acting pursuant to said Section 8(a), may determine.


                      CALCULATION OF REGISTRATION FEE


- --------------------------------------------------------------------------------
Title and                          Proposed     Proposed
Class of                           Maximum      Maximum
Securities        Amount           Offering     Aggregate      Amount of
to be             to be            Price Per    Offering       Registration
Registered        Registered(1)    Unit(2)      Price          Fee
- ------------      -------------    ---------    -----------    ------------
                                                   
Common Stock      2,126,500        $0.56        $1,190,840     $109.56

Common Stock
  Underlying
  Warrants          708,833        $0.56        $  396,946     $ 36.52
Common Stock
  Underlying
  Stock Options     300,000        $0.56        $  168,000     $15.46

Common Stock
  Underlying
  Convertible
  Promissory
  Notes           4,470,986        $0.56        $2,503,752     $230.35

Total             7,606,319                     $4,259,539     $391.89
- ------------------------------------------------------------------------------
<FN>
<F1>  Subject to adjustment pursuant to the anti-dilution provisions
      of the securities being registered on this Form, as allowed by
      Rule 416.
<F2>  Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as
      amended, and based on average of the high and low sales prices
      quoted on AMEX on August 9, 2002, within five days of the filing
      date.
</FN>




                 Subject to Completion, Dated August 13, 2002

P R O S P E C T U S

                                  [design]
                                RENTECH, INC.

                               7,606,319 Shares
                                 Common Stock

     The shareholders of Rentech, Inc. named in this prospectus are
offering and selling up to 7,606,319 shares of Rentech=s common stock.
They own 2,226,500 of these shares.  They may acquire, in total, some or
all of the remaining 5,379,819 shares by exercising warrants, stock
options or convertible promissory notes that we have issued separately to
the individuals and entities who are the selling shareholders.  The
selling shareholders obtained their shares and other securities through
private placements we made to them.

     We will receive none of the proceeds from the sale of shares of
common stock by the selling stockholders pursuant to this prospectus.  We
have agreed to bear the expenses of registration of the shares in this
prospectus.

    The selling shareholders may offer their shares through public or
private transactions, on or off The American Stock Exchange at prevailing
market prices or at privately negotiated prices.  They may make sales
directly to purchasers or to or through brokers, agents, dealers or
underwriters.  The selling shareholders will bear all commissions and
other compensation paid to brokers in connection with the sale of their
shares.

     Our shares are traded on The American Stock Exchange under the
symbol ARTK.@  On August 12, 2002, the closing sale price of shares of
our common stock was $.60 per share.

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

     Investing in our common stock involves risks that are described in
the ARisk Factors@ beginning on page 3 of this prospectus.

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

     Neither the Securities and Exchange Commission nor any state
securities commission has approved our common stock or determined that
this prospectus is accurate or complete.  Any representation to the
contrary is a criminal offense.

     The date of this prospectus is               , 2002


                              TABLE OF CONTENTS

                                                                    Page
Prospectus Summary . .. . . . . . . . . . . . . . . . . . . . . .    2
Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . .    3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . .   12
Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . .   12
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . .   14
Description of Common Stock and Preferred Stock . . . . . . . . .   15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . .   17
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
Where You Can Find More Information . . . . . . . . . . . . . . .   17
Incorporation of Certain Documents By Reference . . . . . . . . .   18

                            PROSPECTUS SUMMARY

     This summary provides important information about our business and
the offering.  Because it is a summary, it does not contain all the
information you should consider before investing in our securities.  We
encourage you to read the entire prospectus and the documents
incorporated by reference.

                              About Rentech

     Rentech is an energy technology company engaged in the
gas-to-liquids (GTL) business.  We have developed and own GTL technology
which we license to members of the energy industry.  Our GTL technology
is useful for converting synthesis gases derived from carbon-bearing
materials, either natural gas or liquids or solids, into synthetic liquid
hydrocarbons.  The products include clean-burning diesel fuel, naphthas
used for making gasoline and certain petrochemicals, and specialty
products such as petroleum waxes, petrochemical feedstocks, and synthetic
lubricant base oil.

         We own interests in several subsidiaries. Okon Inc. manufactures
and sells water-based wood and concrete stains, sealers and concrete
block pluggers.  These products are biodegradable and environmentally
clean.  Petroleum Mud Logging provides well logging services to the oil
and gas industry.  REN Corporation, which is 56% owned by us, develops
and sells computer-controlled industrial automation systems, on a custom
order basis, to manufacturers for their use in producing their products.
 We also own minority interests in a holding company, with INICA, Inc.,
that owns leading edge technologies.  These advanced technologies include
photovoltaic solar electric power panels and lithium batteries based on
thin-film technology.

                            About the Offering

Common stock offered by selling shareholders:    Up to 7,606,319 shares.
The American Stock Exchange market symbol:       RTK

                            Other Information

     We are a Colorado corporation.  Our principal executive offices are
located at 1331 17th Street, Suite 720, Denver, Colorado 80202.  Our
telephone number is (303) 298-8008.  Our Internet address is
www.rentechinc.com.  The contents of our website are not a part of this
prospectus.






                               RISK FACTORS

Lack of Profitable Operations and History of Losses.  We have a history
of operating losses and have never operated at a profit.  From our
inception on December 18, 1981, through March 31, 2002, we have incurred
losses in the amount of $28,575,952.  For the six months ended March 31,
2002, we recognized a net loss of $3,141,856 applicable to common
shareholders.  If we do not operate at a profit in the future, we may be
unable to continue our operations at the present level.  Ultimately, our
ability to maintain our present level of business will depend upon
earning a profit from operation of the Rentech GTL Technology.  Our
ability to do so has not been demonstrated.

Working Capital.  Our working capital is primarily used for operations,
investing activities and payments on long-term debt. At March 31, 2002,
we had working capital of $2,545,270.   If we are not able to maintain or
improve our working capital position, we may not be able to implement our
plan to commercialize the Rentech GTL Technology or to maintain our
operations at the current level.  We believe that our working capital,
projected revenues from operations and potential additional equity
financing will be adequate for operations at the current level through
this fiscal year ending September 30, 2002.

Need for Additional Financing.  To raise capital, we have previously
issued shares of our common stock, as well as options and warrants to
purchase additional shares of common stock.  See the previous section
called Recent Developments.  We have expended and will continue to expend
substantial funds to research and develop our technologies, especially
the Rentech GTL Technology, and to invest in gas-to-liquids projects.  We
intend to seek additional debt and equity financing in the capital
markets.  There can be no assurance that additional financing, when
required, will be available or on terms acceptable to us.  If adequate
funds are not available, we may be required to delay or to eliminate
expenditures for some capital projects or to license to third parties the
rights to commercialize additional products or technologies that we would
otherwise seek to develop ourselves.  We may also obtain additional funds
through equity and debt project financing and collaborative or other
arrangements with joint venture partners and others.  If additional funds
are raised by issuing equity securities, further dilution to investors
may occur.  The board of directors of the Company is currently empowered,
without stockholder approval, to issue and has issued preferred stock
with dividend, liquidation, conversion, voting and other rights that
could adversely affect the voting power, equity ownership and other
rights of the holders of Rentech=s common stock.

Successful Operation of Plants Using Rentech GTL Technology Not Assured.
The successful use of Rentech GTL Technology largely depends upon our
ability and that of our licensees to design, construct and operate plants
using the technology on a commercial scale.  Successful commercial use of
plants using our technology depends upon a number of factors.  These
include, among others, constructing plants that are properly designed by
the user for the chemical composition of the feedstock obtained for the
plant; the amount and quantity of the feedstock; the availability and
cost of construction financing; mechanical adequacy of the plant
equipment and machinery, whether related or unrelated to the Rentech GTL
Technology; costs no higher than expected to separate the catalyst from
waxes produced in the gas conversion process; availability and adequacy
of roads, utilities, worker housing and other infrastructure, as
required, at the plant site; the plant operator=s management and skills;
operating circumstances; and other conditions that we may not anticipate
or control.



Economic Use of Rentech GTL Technology Not Assured.  Our ability to
benefit from the Rentech GTL Technology depends upon economic operation
of plants that use the technology on a commercial scale.  Whether our
technology can be profitably operated depends upon several factors. These
include adequate quantities of low-cost feedstock, the availability and
cost of construction financing, the economic efficiency of the
technology, and market demand for the end products at profitable prices.
Those qualifies, especially the economic performance of the technology,
have not been established in a commercial-scale plant.  Poor economic
results at plants using Rentech GTL Technology would adversely impact our
operating results and financial condition by depressing or eliminating
our potential income from the technology.

Lack of Adequate Capital to Exploit Rentech GTL Technology.  The capital
cost of gas conversion plants and natural gas fields or other sources of
feedstock that would use Rentech GTL Technology requires more capital
than is available to us or to many of our potential licensees.  These
limitations have slowed and will continue to delay use of the technology
and resulting revenues to us.  Significant delays may occur before we
realize substantial revenues, if any, from operating plants.

Success of the Rentech GTL Technology Depends Upon Licensees.  We do not
have adequate capital to finance, construct and operate our own
commercial plants.  Successful use of the Rentech GTL Technology
therefore depends upon obtaining financing through joint ventures or use
by licensees with adequate financing.  We will receive royalties and
other revenues from operations only from plants that operate successfully
and economically.  Under the license agreements that we offer, our
licensees are responsible for obtaining sources of feedstock, conducting
feasibility studies, recruiting personnel who are skilled in conversion
plants, obtaining governmental approvals and permits, obtaining
sufficient financing on favorable terms for the large capital
expenditures required; possibly constructing infrastructure if not
otherwise available at the plant site; designing, constructing and
operating the plant; marketing the products; and performing other
significant tasks.  The ability of any licensee to accomplish these
requirements, and the efforts, resources and timing schedules to be
applied by a licensee, will be controlled by it.  If licensees do not
proceed with plants using the Rentech GTL Technology or do not
successfully operate plants, we would not benefit from the technology.

Competitiveness of the Rentech GTL Technology Not Assured.  The
development of gas-to-liquids technology is highly competitive.  The
Rentech GTL Technology is based on Fischer-Tropsch processes that have
been used by several others in synthetic fuel projects during the past 60
years.  Historic experience has indicated that most of these applications
of the established processes were not an economic means to create
synthetic fuels.  Because of increasing worldwide demand for fuels and
other products of the gas-to-liquids technology, as well as the large
quantities of carbon bearing gas, liquid and solid materials available as
feedstock, there are economic incentives to develop and achieve
significant market penetration for successful Fischer-Tropsch technology.
Several major integrated oil companies, as well as several smaller
companies, have developed or are developing competing technologies.  Each
of these companies, especially the major oil companies, have
significantly more financial and other resources than we do to spend on
developing, promoting and using their technology.  The U.S. Department of
Energy has also sponsored a number of research programs in Fischer-
Tropsch technology, some of which might potentially lower the cost of
processes that compete with the Rentech GTL Technology.  There are no
assurances that these companies, the Department of Energy, or others will
not develop technologies that will be more commercially successful or
better accepted in the industry than our technology or that will render
it obsolete.

No Assurance of Industry Acceptance of Technologies.  As is typical in
the case of new and rapidly evolving technologies, including the Rentech
GTL Technology and the advanced technologies in which we have an
interest, demand and industry acceptance are subject to high levels of
uncertainty.  If the applicable industries fail to accept any of these
technologies, especially the Rentech GTL Technology, whether due to
unsuccessful use or their novelty, or for other reasons, or acceptance
develops more slowly than expected, our business, operating results and
financial condition will be materially adversely affected.

Operating Hazards of Plants Using the Rentech TL Technology.  Plants that
use the Rentech GTL Technology process carbon-bearing materials,
including natural gas, into synthesis gas.  Some plants will require the
use of oxygen producing systems to convert the feedstock into synthesis
gas.  These gases, especially oxygen, are highly flammable and explosive.
 Severe personal injuries and material property damage may result. If
such accidents did occur, we could have substantial liabilities and
costs.  We are not insured for these risks.  Furthermore, accidents of
this type would likely adversely affect operation of existing as well as
proposed plants by increasing costs for safety features.  Widespread
market acceptance of the Rentech GTL Technology could be delayed by this
situation.

Dependence Upon Key Personnel.  Our success in implementing our business
plan is substantially dependent upon the contributions of our executive
officers and key employees.  The individuals include Dr. Charles B.
Benham, Dr. Mark S. Bohn, and Dennis L. Yakobson, each of whom has
jointly and individually invented various aspects of the Rentech GTL
Technology.  At this stage of our development, economic success of the
Rentech GTL Technology depends upon several factors, including design of
conversion plants and their startup to achieve optimal plant operations.
That effort requires knowledge, skills, and relationships unique to our
key personnel.  Moreover, to successfully compete, we will be required to
engage in continuous research and development regarding processes,
products, markets and costs.  Loss of the services of the executive
officers or other key employees could have a material adverse effect on
our business, operating results and financial condition.  We do not have
key man life insurance.

Risks With Our Other Businesses Involving Advanced Technologies.  The
likelihood of success of our minority ownership interests in advanced
technologies unrelated to our core business of GTL must be considered in
view of the problems, expenses, difficulties, complications and delays
frequently encountered with starting up new businesses, especially those
based on complex technologies.  These factors include the development of
new technologies and the marketing of new products.  We have no control
over these developments.  We have no history of operations in these lines
of business upon which to evaluate prospects for future operating or
financial success in these lines.  Success in these businesses is not
assured.

Risk of Technological and Regulatory Change.  The markets for our
services and products are characterized by rapidly changing competition,
new legislation and regulations, and evolving industry standards.  If our
competitors introduce new technology, or new legislation or regulations
are adopted, or new industry standards emerge, our technologies and
products could become obsolete and unmarketable.  If we do not anticipate
these changes and successfully develop and introduce improvements on a
timely basis, we could lose some or all of our customers.  That would
eliminate or reduce our revenues from the technology that is affected.

Limitations on Protection of Intellectual Property.  We rely on a
combination of patent, trade secret, copyright and trademark law,
nondisclosure agreements and technical security measures to protect our
intellectual property rights in our various lines of business.  Our
success depends on our ability to establish, protect and enforce
intellectual property rights with respect to our patented technologies
and proprietary rights and to successfully defend against any claims of
infringement.  If we are not able to protect our proprietary rights, the
value of our technologies would be severely limited.  Loss of the
intellectual property rights that are the basis of one or more of our
businesses would deprive us of revenues from the technology that is
involved.

Foreign Operations.  We expect that a substantial part of the use of our
Rentech GTL Technology will occur in foreign countries.  The additional
risks of foreign operations include rapid changes in political and
economic climates; changes in foreign and domestic taxation; lack of
stable systems of law in some countries; susceptibility to loss of
protection of patent rights and other intellectual property rights;
expatriation laws adversely affecting removal of funds; fluctuations of
currency exchange rates; nationalization of property; civil disturbances;
war and other disruptions affecting operations.  International operations
and investments may also be negatively affected by laws and policies of
the United States affecting foreign trade, investment and taxation.  If
any one of more of these events occurs, our revenues from overseas
customers could be severely reduced or ended.

Fluctuations in Quarterly and Annual Results.  We have in the past, and
expect in the future, to experience significant fluctuations in quarterly
and annual operating results caused by the unpredictability of many
factors.  These variations may include differences in actual results of
operations from results expected by financial analysts and investors, the
demand for licenses of the Rentech GTL Technology, timing of construction
and completion of plants using our technology, success in operating
plants, receipt of license fees and engineering fees and royalties,
improvements or enhancements of gas-to-liquids technology by us and our
competitors, economic use of our technology in commercial plants, changes
in oil and gas market prices, the impact of competition by other
technologies and energy sources, and general economic conditions.  We
believe that period-to-period comparisons of our results of operations
may not necessarily be meaningful and should not be relied upon as
indications of future performance.  Some or all of these factors may
cause our operating results in future fiscal quarters and years to be
below the expectations of public market analysts and investors.  In this
event, the price of our common stock is likely to be materially adversely
affected.  If so, investors in our common stock who purchased at higher
prices would be unable to sell the stock except at a loss.

Deterrence of Tender Offers by Fair Price Provisions.  Our Articles of
Incorporation include provisions that may make it more difficult for a
third party to acquire control of our Company.  These provisions include
grouping of the board of directors into three classes with staggered
terms; a requirement that directors may be removed without cause only
with the approval of the holders of 66-2/3% of the outstanding voting
power of our capital stock; and a requirement that the holders of not
less than 66-2/3% of the voting power of our outstanding capital stock
approve certain business combinations of the Company with any holder of
more than 10% of the voting power or an affiliate of any such holder
unless the transaction is either approved by at least a majority
of the uninterested and unaffiliated members of the board of directors or
unless certain minimum price and procedural requirements are met.  We
also have a shareholder rights plan that authorizes issuance to existing
shareholders of substantial numbers of preferred share rights or shares
of common stock in the event a third party seeks to acquire control of a
substantial block of our common stock.  These provisions could deter a
third party from tendering for the purchase of some or all of our stock
and could have the effect of entrenching management.


                            ABOUT THIS PROSPECTUS

     This prospectus may be used by our shareholders identified under the
heading "SELLING SHAREHOLDERS" with their sale of shares of common stock
which they own or acquire from us by the exercise of convertible
promissory notes.  The Selling Shareholders or their transferees may also
sell their shares of common stock by complying with Rule 144 or Rule 144A
adopted by the Securities and Exchange Commission (SEC) under the
Securities Act of 1933 if the requirements of those rules have been
satisfied.

     The Selling Shareholders will receive all of the proceeds from their
sales of common stock.  We will not receive any proceeds from sales of
shares made by them.  We would receive proceeds from any exercise of the
stock options and warrants that some Selling Shareholders hold.

     This prospectus provides you with a general description of our
Company and of our common stock.  You should carefully read this
prospectus and the documents referred to in this prospectus under the
heading "WHERE YOU CAN FIND MORE INFORMATION."

     You should rely only on the information provided in this prospectus
or incorporated into this prospectus by reference.  We have not
authorized anyone to provide you with different information.  You should
not assume that the information in this prospectus is accurate after the
date of this prospectus.

            NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus, including information incorporated by reference in
it, contains forward looking statements, within the meaning of federal
securities laws, about the financial condition, results of operations,
plans, objectives, future performance and business of Rentech and its
subsidiaries.  Forward-looking statements are based on our management's
beliefs, assumptions and expectations of our Company's future economic
performance, taking into account the information currently available to
them.  Forward-looking statements are not statements of historical fact.
Forward-looking statements involve risks and uncertainties that may cause
our Company's actual results, performance or financial condition to be
materially different from the expectations we express or imply in any
forward-looking statements.  These statements often can be identified by
use of the words "may," "will," "expects," "believes," "anticipates,"
"estimates," "projects," "potential," "approximate," or "continue."  Some
of the important factors and events that could cause our actual results,
performance or financial condition to differ materially from our
expectations include:

     --Results of use of our GTL Technology after scaling it up for use
       in commercial size gas conversion plants;

     --Acceptance by the energy industry of our GTL Technology;

     --Availability of large amounts of capital to us or our joint
       venturers or licensees to construct and operate plants using our
       GTL Technology and to implement our business plan;

     --Economic competitiveness of our GTL Technology with other means
       of producing synthetic liquid hydrocarbons and other fuels; and

     --Other risk factors described in this prospectus and in the
       documents incorporated by reference, and factors described under
       the headings, AManagement=s Discussion and Analysis of Financial
       Condition and Results of Operations@ and ABusiness@ in the
       documents incorporated by reference.


                             USE OF PROCEEDS

     The proceeds from sale of the shares being offered by Selling
Shareholders will be for their account, and we will not receive any
proceeds from sales of common stock by them.

     If all the 708,833 shares underlying the warrants are exercised by
selling shareholders, we would receive gross proceeds of $708,833.  If
all the 300,000 shares subject to the stock options are exercised by
selling shareholders, we would receive gross proceeds of $180,000.  From
the total gross proceeds we would pay the expenses incurred in connection
with registration of the shares.  We estimate this will be $40,000.
There are no commitments to exercise the warrants or the stock options so
we do not know the amount of gross proceeds we might receive.

     We expect to apply any proceeds we receive from the exercise of the
stock options and stock purchase warrants described in this prospectus,
over the next two years, to further development of the Rentech GTL
Technology, investments in projects to use the technology, and working
capital.  There is no assurance that the stock options and stock purchase
warrants will be exercised or that we will be able to sell any additional
shares of common stock.

     The previous information as to the use of the net offering proceeds
represents our best estimate based upon current conditions as to how the
net proceeds, if any, would be used.  We reserve the right to revise the
application of the net proceeds. Any amounts not used for these purposes
will be used for general corporate purposes.

                           SELLING SHAREHOLDERS

     This prospectus may be used by the Selling Shareholders identified
in this section who may be entitled to reoffer and resell of our common
stock under circumstances requiring the use of a prospectus.  No person
will be authorized to use this prospectus for an offer of common stock
unless we agree.

     Some of the Selling Shareholders purchased common stock from us and
others acquired either stock options or stock purchase warrants which may
be exercised to purchase from us shares of our common stock.  The common
stock and options and warrants to purchase common stock were issued by
the Company in transactions that we reasonably believe to be exempt from
the registration requirements of the Securities Act of 1933, as amended,
to persons we reasonably believe to be "accredited investors" (as defined
in Rule 501(a) of the Securities Act of 1933, as amended).

     Mid South Capital, Inc. and Neidiger Tucker Bruner, Inc. are broker
dealers, and HKL FIN LLC is an affiliate of Schneider Securities, Inc., a
broker-dealer.  Each of the Selling Shareholders acquired these
securities from us under their representations that they were purchasing
the securities in the ordinary course of business, and at the time of
their purchases of the securities to be resold, the Selling Shareholders
had no agreements or understandings, directly or indirectly, with any
person to distribute the securities.  The common stock owned by the
Selling Shareholders and some of the shares of common stock underlying
their stock options and warrants are being offered by the Selling
Shareholders identified in the following table.

  
  
                                                                       Number of
Shares
                                                                       to be
Beneficially Owned
                                                        Number of      On
Completion of the
Name of                        Number of Shares         Shares That    Offering
Selling                        Beneficially Owned       May Be
% of
Shareholder                    Record       Indirect    Offered        Record
Indirect    Class
- -----------------              ------       --------    ----------     ------
- --------    -----
                                                           
          
Fred H. Albert                   137,000        C         50,000         87,000
B-           *


Sherry Anderson                    C          9,000        9,000(1)       -B
B-           *
Jeffrey T. Benz                   50,000        C         50,000          B-
B-           *
Michael F. Boyd                  238,000        C        150,000         88,000
B-           *
C. David Callaham              3,805,350    415,350      400,000      3,805,350
115,350    5.5%
Robert E. Coker                   51,700        C         37,300         14,400
B-           *
J. Patrick Driver                  C          1,000        1,000(1)       B-
B-           *
DSN Enterprises, Ltd.              C        438,333      258,333(2)       B-
180,000      *
Max Gould                         30,000     17,500       17,500(1)      30,000
B-           *
HKL FIN, LLC                       C         67,500       67,500(1)       B-
B-           *
Jeffrey Holcomb                    C        144,125      144,125(1)       B-
B-           *
Robert D. Hoover                  20,000      6,667       26,667(3)       B-
B-           *
Leslie N. Johnson                165,000        C        100,000         65,000
B-           *
Rex A. Johnson                    75,000     75,000       75,000(4)      75,000
B-           *
Lo Family Ltd. Partnership     1,200,000        C        400,000        800,000
B-           1.1%
Donna Maxwell                      C        266,667      266,667(1)       B-
B-           *
Mid South Capital, Inc.            C         48,041       48,041(1)       B-
B-           *
B.R. Moore                        45,000        C         45,000          B-
B-           *
B.R. Moore Construction           53,000        C         53,000          B-
B-           *
Neidiger Tucker Bruner, Inc.       C        100,000      100,000(1)       B-
B-           *
Stanley E. Norfleet               32,000        C         25,000          7,000
B-           *
Linda D. Nye                     100,000    100,000      100,000          B-
100,000      *
Craig K. Olson                    25,000        C         25,000          B-
- --           *
Portland Fixtures Ltd.
  Partnership                    627,256  4,073,564    4,073,564(5)     627,256
B-           *
Ron Sanchez                        C         15,000       15,000(1)       B-
B-           *
Robert F. Schroepfer             570,000        C        200,000        370,000
B-           *
Barry Shemaria                    20,000        C         20,000          B-
B-           *
David L. Simpson                 300,000        C        270,000         30,000
B-           *
Karl Smith                       110,000        C         60,000         50,000
B-           *
Sunup, Inc.                       61,700        C         61,700          B-
- --           *
Richard Taxman                   300,000        C         20,000        280,000
B-           *
William H. and Annie L. Tobey    250,000        C         50,000        200,000
B-           *
Elliot Upchurch                   39,500        C         39,500          B-
B-           *
Hawley A. and Joeann Woods       120,000        C         50,000         70,000
B-           *
David Zimel                        --       825,967      198,711(5)       B-
627,256      *
Louis Zimel                      326,000    825,967      198,711(5)     326,000
627,256      *
     Total:                                            7,606,319
<FN>
*Less than 1%.
(1)  Shares subject to warrants to purchase common stock at $1.00 per share
expiring March 10, 2005.
(2)  Includes 33,333 shares subject to warrants to purchase common stock at
$1.00 per share expiring
     March 10, 2005, 225,000 shares subject to stock options at prices ranging
from $.55 to $.65,
     expiring March 31, 2005.
(3)  Includes 6,667 shares subject to warrants to purchase common stock at $1.00
per share expiring
     March 10, 2005.
(4)  Subject to stock options for purchase at prices ranging from $.55 to $.65
per share, expiring
     March 31, 2005.
(5)  Shares subject to convertible promissory notes to convert the indebtedness
into common stock in
     this number of shares at $0.50 of indebtedness per share expiring February
25, 2006.
</FN>

      To the knowledge of the Company, none of the Selling Shareholders
nor any officers, directors or employees of a Selling Shareholder have
held any office, position or other material relationship with the
Company, its predecessors or affiliates during the past three years;
except that the holders of the stock purchase warrants and stock options
listed in the previous table have served, and may continue to serve, as
financial consultants to the Company or as placement agents for the
Company=s private placement of its securities.



     Each Selling Shareholder has represented that he or it purchased the
common stock for investment and with no present intention of distributing
or reselling it unless registered for resale.  However, in recognition of
the fact that holders of restricted securities may wish to be legally
permitted to sell their common stock when they deem appropriate, we have
filed with the SEC a registration statement, of which this prospectus
forms a part, for use with the resale of the common stock from time to
time in the market or in privately negotiated transactions.  We have
agreed to prepare and file amendments and supplements to the registration
statement and to use our best efforts to obtain effectiveness of the
registration statement.  We have also agreed to keep the registration
statement effective until all the common stock offered with use of this
prospectus has been sold, until the common stock is no longer, by reason
of Rule 144 or Rule 144A adopted by the SEC or any other rule of similar
effect, required to be registered for sale by the Selling Shareholders.

     Certain of the Selling Shareholders, their associates and affiliates
may from time to time be customers of, engage in transactions with, or
perform services for us or our subsidiaries in the ordinary course of
business.


                          PLAN OF DISTRIBUTION

     The common stock offered by the Selling Shareholders may be sold
from time to time directly to purchasers.  Alternatively, the Selling
Shareholders may from time to time offer the common stock to or through
underwriters, broker/dealers or agents, who may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Shareholders or the purchasers of common stock for whom they may
act as agents.  The Selling Shareholders and any underwriters,
broker/dealers or agents that participate in the distribution of common
stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of the common stock by them
and any discounts, commissions, concessions or other compensation
received by any of them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.

     The common stock offered by the Selling Shareholders may be sold
from time to time in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices.  The sale of the
common stock may be effected in transactions (which may involve crosses
or block transactions) (i) on any national or international securities
exchange or quotation services on which the common stock may be listed or
quoted at the time of sale, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchanges or in the
over-the-counter market or (iv) through the writing of options.  At the
time a particular offering of the common stock is made, a prospectus
supplement, if required, will be distributed which will set forth the
aggregate amount and type of common stock being offered and the terms of
the offering, including the name or names of any underwriters,
broker/dealers of agents, any discounts, commissions and other terms
constituting compensation from the Selling Shareholders and any
discounts, commissions or concessions allowed or reallowed or paid to
broker/dealers.  Selling Shareholders may also sell their common stock
pursuant to Rule 144 or Rule 144A under the Securities Act of 1933 if the
requirements for the availability of such rules have been satisfied.

     To comply with the securities laws of certain jurisdictions, if
applicable, the common stock will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers.  In
addition, in certain jurisdictions the common stock may not be offered or
sold unless it has been registered or qualified for sale in those
jurisdictions or an exemption from registration or qualification is
available and satisfied.

     The Selling Shareholders will be subject to applicable provisions of
the Securities Exchange Act of 1934 and the rules and regulations
thereunder.  Those provisions may limit the timing of purchases and sales
of any of the common stock by the Selling Shareholders.  These
limitations may affect the marketability of the common stock.

     All expenses of the registration of the common stock will be paid by
the Company.  This includes without limitation, SEC filing fees and
expenses in compliance with state securities or "blue sky" laws; but the
Selling Shareholders will pay all underwriting discounts and selling
commissions, if any.  The Selling Shareholders will be indemnified by the
Company against certain civil liabilities, including certain liabilities
under the Securities Act of 1934, or will be entitled to contribution in
connection therewith.

                             INDEMNIFICATION

     Our Articles of Incorporation provide that we shall indemnify to the
extent permitted by Colorado law, any director, officer, employee or
agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official of the person,
against expenses, including attorney fees, incurred by the person in
connection with the proceeding if certain standards of the Colorado
Business Corporation Act are met.  These standards require that a
director must have conducted himself or herself in good faith and
reasonably believed that his or her conduct in an official capacity with
the corporation was in our best interests, or in other cases, was at
least not opposed to our best interests.  Indemnification for liability
under federal securities law is not limited by the Articles.  Insofar as
indemnification for liabilities arising under the Securities Act of 1933
may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, we have been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.

     Our Articles of Incorporation limit the liability of our directors
and officers to the extent permitted by the Colorado Business Corporation
Act.  If the standards of the Colorado Business Corporation Act are met,
our directors and officers will not be personally liable for monetary
damages for breach of fiduciary duty as directors, except for:

*  any breach of the duty of loyalty to us or our stockholders,

*  acts or omissions not in good faith or that involved intentional
misconduct or a knowing violation of law,

*  dividends or other distributions of corporate assets that are in
contravention of certain statutory or contractual restrictions,

*  violations of certain laws, or

*  any transaction from which the director derives an improper personal
benefit.


               DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

     The authorized capital stock of Rentech consists of 100,000,000
shares of common stock, $.01 par value per share, and 1,000,000 shares of
preferred stock, $10 par value per share.  A quorum for purposes of
meetings of common shareholders consists of a majority of the issued and
outstanding shares of common stock.  Once a quorum is established, action
of a routine nature may be taken by a majority of the shares represented
in person or by proxy at the meeting.  Most major corporate transactions
such as mergers, consolidations, sales of all or substantially all
assets, and certain amendments to the articles of incorporation require
approval by the holders of two-thirds of the issued and outstanding
shares of common stock entitled to vote.  Our board of directors is
authorized to issue shares of common stock and preferred stock without
approval of shareholders.  Shares of preferred stock may be issued in one
or more series, the terms of which will be determined at the time of
issuance by the board of directors without any requirement for
shareholder approval.  These rights may include voting rights,
preferences as to dividends, and upon liquidation, conversion and
redemption rights, and mandatory redemption provisions pursuant to
sinking funds or otherwise.

     The board of directors has authority to issue additional shares of
common stock, warrants and options to purchase common stock, and
preferred shares convertible into shares of common stock.  The board of
directors has recently issued securities, including convertible
promissory notes and warrants to purchase additional shares of common
stock.  See the previous section called "Recent Developments."
Conversion of the promissory notes and exercise of the warrants now
issued and others that may be issued, and issuance of additional shares
of common stock or preferred stock convertible into common stock, would
reduce the percentage ownership held by those who purchase shares of the
common stock in this offering.  That would also dilute the book value of
those purchasers and others who are then shareholders.

     Our Articles of Incorporation contain several provisions that may
make a takeover of the Company by a third party more difficult. These
provisions include:  (i) classification of its Board of Directors into
three classes as nearly equal in size as practicable, with the members of
only one class to be elected annually for a three-year term; (ii)
directors may be removed without cause only with the approval of the
holders of two-thirds of the outstanding voting power of all capital
stock of the Company;  (iii) special meetings of shareholders may be
called only by the president, directors, or affirmative vote of 10% or
more of the voting power of the outstanding capital stock of the Company;
and  (iv) approval by the holders of two-thirds of the voting power of
the outstanding capital stock of the Company is required for certain
business combinations of the Company with any holder of more than 10% of
such voting power or an affiliate of any such holder unless the
transaction is either approved by at least a majority of the uninterested
and unaffiliated members of the Company's board of directors or unless
certain minimum price and procedural requirements are met designed to
assure that all shareholders of the Company receive a fair price for
their shares.

     We also have a shareholder rights plan that authorizes issuance to
existing shareholders of substantial numbers of preferred shares rights
or shares of common stock in the event a third party seeks to acquire
control of a substantial block of our common stock.  These provisions
could deter an offer by a third party for the purchase of some or all of
our outstanding securities and could have the effect of entrenching
management.  Pursuant to the shareholder rights plan, we amended our
Articles of Incorporation to authorize the issuance of rights to 500,000
shares of Series 1998-C Participating Cumulative Preferred Stock.  In the
event that a person acquires 15% or more of the shares of our common
stock, the holders of common stock at that time have the right to receive
1/100 of a share of Series 1998-C Participating Cumulative Preferred
Stock for each share of common stock owned by such person.  The holders
of this preferred stock are entitled to dividends in the event that we
declare a dividend or distribution on the common stock.  The holders of
the Series 1998-C Participating Cumulative Preferred Stock would be
entitled to vote on all matters submitted to a vote of our shareholders.
Whenever dividends on the Series 1998-C Participating Cumulative
Preferred Stock are in arrears for six quarterly dividends, the holders
of such stock (voting as a class) would have the right to elect two
directors.  While shares of our Series 1998-B Preferred Stock are
outstanding, no dividends may be paid on the common stock unless
dividends on the those preferred shares have been paid.  No shares of
common stock may be purchased or funds set aside for that purpose by us
except in amounts of less than $100,000 per year until all cumulative
dividends have been paid in full.  No share rights or shares of common
stock have been issued under the Shareholder Rights Plan.

     The shares of common stock covered by this prospectus are fully paid
and nonassessable.  Holders of common stock have no preemptive rights.
Each stockholder is entitled to one vote for each share of common stock
held of record by such stockholder.  Shareholders have no right to
cumulate votes for election of directors.  Upon liquidation of the
Company, the assets then legally available for distribution to holders of
the common stock will be distributed ratably among those shareholders in
proportion to their stock holdings.  Holders of common stock are entitled
to dividends when, as and if declared by the board of directors out of
funds legally available for dividends.  We have not paid dividends on our
common stock since our inception in 1981.  We currently intend to retain
any earnings for the future operation and development of our business and
do not anticipate paying dividends in the foreseeable future.  Any future
dividends may be restricted by the terms of outstanding preferred stock
and other financing arrangements then in effect.


                              LEGAL MATTERS

     Brega & Winters, P.C., 1700 Lincoln Street, Suite 2222, Denver,
Colorado 80203 has rendered an opinion as to the legality of the common
stock subject to this prospectus.  A lawyer associated with Brega &
Winters P.C. beneficially owns 283,052 shares of the Company's common
stock.


                                  EXPERTS

     The financial statements incorporated by reference in this
Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their
report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.


                         DELIVERY OF PROSPECTUS

     All dealers effecting transactions in the shares offered by this
prospectus---whether or not participating in the offering---may be
required to deliver a copy of this prospectus.  Dealers may also be
required to deliver a copy of this prospectus when acting as underwriters
and for their unsold allotments or subscriptions, if any.


                   WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities
Exchange Act, and we file reports, proxy and information statements and
other information with the SEC.  You may read and copy all or any portion
of the reports, proxy and information or other information we file at the
SEC=s principal office in Washington, D.C., and copies of all or any part
thereof may be obtained from the Public Reference Section of the SEC, 450
Fifth Street, NW., Washington, D.C. 20549, and at the SEC=s regional
offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at 233 Broadway, New York, NY 10279 after
payment of fees prescribed by the SEC.  Please call the SEC at 1-800-SEC-
0330 for further information on operation of the public reference rooms.
The SEC also maintains a Web site which provides online access to
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC at the address:
http://www.sec.gov.



     We have filed with the SEC a registration statement on Form S-3
under the Securities Act with respect to the common stock to be sold in
this offering.  This prospectus does not contain all of the information
set forth in the registration statement and the exhibits to the
registration statement.  For further information with respect to Rentech
and our common stock offered hereby, reference is made to the
Registration Statement and the exhibits filed as a part of the
registration statement.  Statements contained in this prospectus
concerning the contents of any contract or any other document are not
necessarily complete; reference is made in each instance to the copy of
such contract or any other document filed as an exhibit to the
registration statement.  Each such statement is qualified in all respects
by this reference to that exhibit.  The registration statement, including
exhibits to it, may be inspected without charge at the locations
described above, or obtained upon payment of fees prescribed by the SEC.

     The Securities and Exchange Commission also allows us to
Aincorporate by reference@ information into this prospectus.  This means
that we can disclose important information to you by referring you to
another document filed separately with the Securities and Exchange
Commission. The information incorporated by reference is considered to be
part of this prospectus, except for any information that is superseded by
information that is included directly in this document, or any future
filings with the Securities and Exchange Commission made under Sections
13(a), 13(c) 14 or 15(d) of the Securities Exchange Act of 1934.

     This prospectus incorporates by reference the documents listed
below:

*  Annual Report on Form 10-K, for the fiscal year ended September 30,
2001.

*  Current Report on Form 8-K filed October 30, 2001.

*  Current Report on Form 8-K filed April 5, 2001.

*  Current Report on Form 8-K/A filed July 10, 2002.

*  Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.

*  Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

*  Proxy Statement on Schedule 14A dated January 25, 2002.

*  The description of capital stock contained in our Form 8-A dated April
4, 2000 and filed with the SEC under Section 12(b) of the Securities
Exchange Act of 1934, including any amendments or reports filed for the
purpose of updating the description.

*  The description of preferred stock purchase rights contained in our
Form 8-A dated November 18, 1998 and filed with the SEC under Section
12(g) of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating the description.

*  In addition, all documents subsequently filed by Rentech pursuant to
Sections 13(a), 13c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering shall be deemed to be incorporated by
reference herein from their respective dates of filing.

     You may request, in writing or orally, a copy of any filings
incorporated by reference in this prospectus from us at no cost by
contacting:

     Mark Koenig
     Investor Relations
     Rentech, Inc.
     1331 17th Street, Suite 720
     Denver, CO 80202
     Telephone:  (303) 298-8008
     Internet Address:  http://www.rentechinc.com



     You should rely only on the information incorporated by reference or
provided in this prospectus.  We have not authorized anyone else to
provide you with different or additional information.  You should not
assume that the information in this prospectus is accurate as of any date
other than the date set forth on the front cover.



                               (2 columns)

                                RENTECH, INC.


                                  [design]


                               7,606,319 Shares
                                 Common Stock

                         P  R  O  S  P  E  C  T  U  S

                            _______________, 2002


                                PART II

                INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.
                                                              
Registration Fee - Securities and Exchange Commission            $   391.89
Legal Fees and Disbursements*                                     32,000.00
Accounting Fees and Disbursements*                                 8,500.00
Legal Fees and Expenses in Connection with Blue Sky Filings*       4,000.00
Miscellaneous*                                                       495.64
                                                                 ----------
     Total                                                       $45,387.53
                                                                 ==========
- --------------
<FN>
* Estimated.
</FN>


Item 15.  Indemnification of Directors and Officers.

     Colorado law provides Rentech broad powers to indemnify its
directors, officers and agents against liabilities they may incur in
those capacities.

     Rentech has the power under the Colorado Business Corporation Act to
indemnify any person who was or is a party or is threatened to be made a
party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer, employee, fiduciary, or agent of Rentech or was
serving at its request in a similar capacity for another entity, against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in
connection therewith if he or she acted in good faith and in a manner he
or she reasonably believed to be in the best interest of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe the conduct was unlawful.  In case of an action brought
by or in the right of Rentech, these persons are similarly entitled to
indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of Rentech but no indemnification
shall be made if such person was adjudged to be liable for negligence or
misconduct in the performance of his duty to Rentech unless and to the
extent the court in which the action or suits was brought determines upon
application that despite the adjudication of liability, in view of all
circumstances of the case, the person is fairly and reasonably entitled
to indemnification.  Indemnification is not deemed exclusive of any other
rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.

      The Articles of Incorporation and Bylaws of Registrant generally
require indemnification of officers and directors to the extent allowed
by law.


Item 16.  Exhibits.

The following exhibits are filed as part of this Registration Statement
or incorporated in it by reference:



Exhibit
Number    Description of Exhibit
       
- ------    --------
2.1       Stock Purchase Agreement dated August 1, 2001 between
          Rentech and REN Corporation (incorporated by reference
          from the exhibits to Rentech?s Form 10-K filed with the
          Securities and Exchange Commission on December 28, 2001).

3.1       Restated and Amended Articles of Incorporation, dated
          January 4, 1991 (incorporated herein by reference from
          the exhibits to Amendment No. 2 to Registrant's Form
          S-18 Registration Statement No. 33-37150-D filed with the
          Securities and Exchange Commission on January 18, 1991).

3.2       Articles of Amendment dated April 5, 1991 to the Restated
          and Amended Articles of Incorporation (incorporated herein
          by reference from the exhibits to Registrant's Current
          Report on Form 8-K dated August 10, 1993 filed with the
          Securities and Exchange Commission).

3.3       Articles of Amendment dated January 26, 1998 to Articles of
          Incorporation-Preferences, Limitations and Relative Rights
          of Convertible Stock, Series 1998-B of Rentech, Inc.
          (incorporated herein by reference from Exhibit No. 3.(I).2
          to Registrant's Form 10-KSB filed with the SEC on January 13,
          1999).

3.4       Articles of Amendment dated December 4, 1998 to Articles of
          Incorporation-Designation, Preferences and Rights of Series
          1998-C Participating Cumulative Preference Stock of Rentech,
          Inc. pertaining to its Shareholder Rights Plan (incorporated
          herein by reference from Exhibit No. 3.(I).4 to Registrant's
          Form 10-KSB filed with the Securities and Exchange Commission
          on January 13, 1999).

3.5       Bylaws dated January 19, 1999 (incorporated herein by reference
          from Exhibit No. EX-3.(ii) to Registrant's Form 10-KSB filed
          with the Securities and Exchange Commission on January 12,
          2000).

4.1       Shareholder Rights Plan dated November 10, 1998 (incorporated
          herein by reference from the exhibits to Current Report on
          Form 8-K/A filed with the Securities and Exchange Commission
          on July 10, 2002).

4.2       Form of convertible promissory note issued under the 2002
          private placement of convertible promissory notes.

4.3       Form of Stock Purchase Warrant issued under the 2002 private
          placement of securities.

4.4       Form of Registration Rights Agreement issue under the 2002
          private placement of securities.

4.5       Form of Nonstatutory Stock Option Agreement.

5         Opinion of Brega & Winters, P.C.

10.2      1990 Stock Option Plan (incorporated by reference from
          the exhibits to the Company?s Registration Statement
          No. 33-37150-D on Form S-18).

10.3      1994 Stock Option Plan (incorporated by reference from
          the exhibits to Post-Effective Registration Amendment
          No. 5 to Registrant?s Form S-18 on Form SB-2 Registration
          Statement No. 33-37150-D).

10.4      1996 Stock Option Plan (incorporated by reference from
          the exhibits to Registrant?s Current Report on Form 8-K
          dated December 18, 1996).

10.5      Form of Employment Contracts with certain executive
          officers (incorporated by reference from the exhibits to
          Registrant?s Report on Form 8-K dated November 14, 1994).

10.6      Employment Contract with executive officer of subsidiary
          REN Corporation (incorporated by reference from the exhibits
          to Rentech?s Annual Report on Form 10-K filed with the
          Securities and Exchange Commission on December 28, 2001).

10.7      Technical Services Agreement dated June 14, 1999 between
          Rentech and Texaco Energy Systems, Inc. (incorporated by
          reference from the exhibits to Rentech?s Annual Report on
          Form 10-K filed with the Securities and Exchange Commission
          on December 28, 2001).

10.9      Services Contract with Wyoming Business Council dated
          January 30, 2001.

10.10     Marketing Agreement with Comart dated July 22, 2000.

10.11     Letter Agreement with BC Projectos dated March 4, 1999.

10.12     Letter of Intent with Pertamina dated October 2, 2001.

10.13     Letter of Intent with Oroboros AB dated September 29, 1999.

10.14     Memorandum of Understanding with GTL Bolivia, S.A. dated
          June 22, 2001.

10.15     Memorandum of Understanding with Jacobs Engineering U.K.
          Limited dated July 15, 1999.

10.16     Agreement with Petrie Parkman & Co. dated May 10, 2001.

10.17     Guaranty for Sand Creek Energy, LLC dated December 31, 1999.

10.18     Form of Employment Agreement between Rentech and its
          executive officers.
23.1      Consent of Independent Certified Public Accountants.

23.2      Consent of Brega & Winters P.C. (included in Exhibit 5).

24        General Power of Attorney.


Item 17.  Undertakings.

I.     (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by a director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed
in the Act and shall be governed by the final adjudication of such issue.



                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on
the 9th day of August, 2002.

                            RENTECH, INC.

                             (signature)
                       By:  ---------------------------------
                            Dennis L. Yakobson, President

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

Signature                  Title                        Date
- ---------                  -----                        ----


(signature)
- ----------------------     President, Chief Executive   August 9, 2002
Dennis L. Yakobson         Officer and Director


(signature)
- ----------------------     Vice President, Chief        August 9, 2002
Ronald C. Butz             Operating Officer,
                           Secretary and Director


(signature)
- ----------------------     Director                     August 9, 2002
John P. Diesel


(signature)
- ----------------------     Vice President - Finance,    August 9, 2002
James P. Samuels           Chief Financial Officer


(signature)
- ----------------------     Director                     August 9, 2002
John J. Ball


(signature)
- ----------------------     Director                     August 9, 2002
Douglas L. Sheeran


(signature)
- ----------------------     Director                     August 9, 2002
Erich W. Tiepel







                         EXHIBIT INDEX

CAPTION>
Exhibit
Number     Document
        
2.1     Stock Purchase Agreement dated August 1, 2001 between Rentech
        and REN Corporation (incorporated by reference from the exhibits
        to Rentech?s Form 10-K filed with the Securities and Exchange
        Commission on December 28, 2001).

3.1     Restated and Amended Articles of Incorporation, dated
        January 4, 1991 (incorporated herein by reference from the
exhibits
        to Amendment No. 2 to Registrant's Form S-18 Registration
Statement
        No. 33-37150-D filed with the Securities and Exchange Commission
on
        January 18, 1991).

3.2     Articles of Amendment dated April 5, 1991 to the Restated and
        Amended Articles of Incorporation (incorporated herein by
reference
        from the exhibits to Registrant's Current Report on Form 8-K
dated
        August 10, 1993 filed with the Securities and Exchange
Commission).

3.3     Articles of Amendment dated January 26, 1998 to Articles of
        Incorporation-Preferences, Limitations and Relative Rights of
        Convertible Stock, Series 1998-B of Rentech, Inc. (incorporated
        herein by reference from Exhibit No. 3.(I).2 to Registrant's Form
        10-KSB filed with the SEC on January 13, 1999).

3.4     Articles of Amendment dated December 4, 1998 to Articles of
        Incorporation-Designation, Preferences and Rights of Series
        1998-C Participating Cumulative Preference Stock of Rentech,
        Inc. pertaining to its Shareholder Rights Plan (incorporated
        herein by reference from Exhibit No. 3.(I).4 to Registrant's
        Form 10-KSB filed with the Securities and Exchange Commission
        on January 13, 1999).

3.5     Bylaws dated January 19, 1999 (incorporated herein by reference
        from Exhibit No. EX-3.(ii) to Registrant's Form 10-KSB filed with
        the Securities and Exchange Commission on January 12, 2000).

4.1     Shareholder Rights Plan dated November 10, 1998 (incorporated
        herein by reference from the exhibits to Current Report on Form
        8-K/A filed with the Securities and Exchange Commission on
        July 10, 2002).

4.2     Form of Convertible Promissory Note issued under the 2002 private
        placement of convertible promissory notes.

4.3     Form of Warrant issued under the 2002 private placement of
securities.

4.4     Form of Registration Rights Agreement.

4.5     Form of Nonstatutory Stock Option Agreement.

5       Opinion of Brega & Winters, P.C.

10.2    1990 Stock Option Plan (incorporated by reference from
        the exhibits to the Company?s Registration Statement
        No. 33-37150-D on Form S-18).

10.3    1994 Stock Option Plan (incorporated by reference from
        the exhibits to Post-Effective Registration Amendment
        No. 5 to Registrant?s Form S-18 on Form SB-2 Registration
        Statement No. 33-37150-D).

10.4    1996 Stock Option Plan (incorporated by reference from
        the exhibits to Registrant?s Current Report on Form 8-K
        dated December 18, 1996).

10.5    Form of Employment Contracts with certain executive
        officers (incorporated by reference from the exhibits to
        Registrant?s Report on Form 8-K dated November 14, 1994).

10.6    Employment Contract with executive officer of subsidiary
        REN Corporation (incorporated by reference from the exhibits
        to Rentech?s Annual Report on Form 10-K filed with the
        Securities and Exchange Commission on December 28, 2001).

10.7    Technical Services Agreement dated June 14, 1999 between
        Rentech and Texaco Energy Systems, Inc. (incorporated by
        reference from the exhibits to Rentech?s Annual Report on
        Form 10-K filed with the Securities and Exchange Commission
        On December 28, 2001).

10.9    Services Contract with Wyoming Business Council dated
        January 29, 2001.

10.10   License Agreement with Co-Mart dated July 22, 2000.

10.11   Letter Agreement with BC Projectos dated March 4, 1999.

10.12   Joint Study Agreement with Pertamina dated October 2, 2001.

10.13   Letter of Intent with Oroboros AB dated September 29, 1999.

10.14   Memorandum of Understanding with GTL Bolivia, S.A. dated
        June 22, 2001.

10.15   Memorandum of Understanding with Jacobs Engineering U.K.
        Limited dated July 15, 1999.

10.16   Agreement with Petrie Parkman & Co. dated May 10, 2001.

10.17   Guaranty for Sand Creek Energy, LLC dated December 31, 1999.

10.18   Form of Employment Agreement between Rentech and its executive
        officers.

23.1    Consent of Independent Certified Public Accountants.

23.2    Consent of Brega & Winters P.C. (included in Exhibit 5).

24      General Power of Attorney.