As filed with the Securities and Exchange Commission on October 25, 2002

Registration No. 333-85682

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------------------
FORM S-3/A
Amendment Two 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 2,926,500 $0.54 $1,580,310 $145.39

Common Stock
Underlying
Warrants 975,500 $0.54 $ 526,770 $ 48.47
Common Stock
Underlying
Stock Options 300,000 $0.54 $ 162,000 $ 14.91

Common Stock
Underlying
Convertible
Promissory
Notes 4,470,986 $0.54 $2,414,333 $222.12

Total 8,672,986 $0.54 $4,683,413 $430.89
- ---------------------------------------------------------------------------
<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 October 18, 2002, within five days of the filing
date.
</FN>

Subject to Completion, Dated October 25, 2002

P R O S P E C T U S

[design]
RENTECH, INC.

8,672,986 Shares
Common Stock

The shareholders of Rentech, Inc. named in this prospectus are
offering and selling up to 8,672,986 shares of Retch(s common stock.
They own 2,226,500 of these shares. They may acquire, in total, some or
all of the remaining 6,446,486 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
(RTK.( On October 18, 2002, the closing sale price of shares of our common
stock was $.54 per share.

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

Investing in our common stock involves risks that are described in the
(Risk 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. We encourage you to read the entire prospectus and the more
detailed information in 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

This is an offering of the common stock of Retch, Inc. by the
shareholders identified in this prospectus as Selling Shareholders. They
are offering for sale up to 8,672,986 shares owned by them which they
acquired from us in private placements. Shares of Retch are traded on The
American Stock Exchange under the symbol "RTK". We anticipate that the
Selling Shareholders will offer the shares covered by this prospectus in
that market at the market prices prevailing when the shares are offered for
sale. As of October 21, 2002, 72,090,667 shares of Rentech were issued and
outstanding.

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 June 30, 2002, we have incurred losses in
the amount of $29,667,970. For the nine months ended June 30, 2002, we
recognized a net loss of $4,233,874 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 June 30, 2002, we
had working capital of $1,762,294. 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
June 30, 2003.

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.

No Assurance of Success of Our Investments In Other Companies. The
likelihood of success of our minority ownership interests in other
companies engaged in advanced technologies unrelated to our core business
of GTL is uncertain. This is due to the problems, expenses, difficulties,
complications and delays their complex technologies pose as they start
their businesses. 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. If
they are unsuccessful, we could lose our investments.

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
patents provide us exclusive rights to exploit our gas-to-liquids process,
but the technology could be infringed by others. Our trade secrets for the
formulas for our Okon sealers and for our computer software programs used
for our GTL process, our oil and gas well field services, and our automated
industrial test equipment, could become public. If a trade secret is
acquired by a competitor, our competitive position would be harmed and our
revenues from that line of business could be substantially reduced.

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, (Management(s Discussion and Analysis of Financial
Condition and Results of Operations( and (Business( 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 975,500 shares underlying the warrants are exercised by
selling shareholders, we would receive gross proceeds of $975,500. 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 - 50,000 87,000 (- *
Sherry Anderson - 10,500 10,500(1) - - *
Jeffrey T. Benz 50,000 - 50,000 - - *
Michael F. Boyd 238,000 - 150,000 88,000 - *
C. David Callaham 3,705,350 415,350 300,000 3,705,350 115,350 5.5%
Robert E. Coker 51,700 - 37,300 14,400 - *
J. Patrick Driver - 2,500 2,500(1) - - *
DSN Enterprises, Ltd. - 438,333 258,333(2) - 180,000 *
Max Gould 30,000 17,500 17,500(1) 30,000 - *
HKL FIN, LLC - 118,334 118,334(1) - - *
Jeffrey Holcomb - 144,125 144,125(1) - - *
Robert D. Hoover 20,000 6,667 26,667(3) - - *
Leslie N. Johnson 165,000 - 100,000 65,000 - *
Rex A. Johnson 75,000 75,000 75,000(4) 75,000 - *
Lo Family Ltd. Partnership 2,000,000 - 1,200,000 1,600,000 - 1.1%
Donna Maxwell - 478,000 478,000(1) - - *
Mid South Capital, Inc. - 48,041 48,041(1) - - *
B.R. Moore 45,000 - 45,000 - - *
B.R. Moore Construction 53,000 - 53,000 - - *
Karen Naughton - 1,500 1,500 - - *
Neidiger Tucker Bruner, Inc. - 100,000 100,000(1) - - *
Stanley E. Norfleet 32,000 - 25,000 7,000 - *
Linda D. Nye 100,000 100,000 100,000 - 100,000 *
Craig K. Olson 25,000 - 25,000 - - *
Portland Fixtures Ltd.
Partnership 627,256 4,073,564 4,073,564(5) 627,256 *
Ron Sanchez - 15,000 15,000(1) - - *
Robert F. Schroepfer 570,000 - 200,000 370,000 ( *
Barry Shemaria 20,000 - 20,000 - - *
David L. Simpson 300,000 - 270,000 30,000 - *
Karl Smith 110,000 - 60,000 50,000 - *
Sunup, Inc. 61,700 - 61,700 - - *
Richard Taxman 300,000 - 20,000 280,000 - *
William H. and Annie L. Tobey 250,000 - 50,000 200,000 - *
Elliot Upchurch 39,500 - 39,500 - - *
Hawley A. and Joeann Woods 120,000 - 50,000 70,000 - *
David Zimel - 825,967 198,711(5) - 627,256 *
Louis Zimel 326,000 825,967 198,711(5) 326,000 627,256 *
Total: 8,672,986
<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 Retch
and our common stock offered hereby, reference is made to the
Registration Statement and the exhibits filed as a part of the
registration statement. 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
(incorporate 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.

* Amendment One to Annual Report on Form 10-K/A 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.

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

* Current Report on Form 8-K filed August 21, 2002.

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

* Amendment One to Quarterly Report on Form 10-Q/A for the quarter ended
December 31, 2001.

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

* Amendment One to Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 2002.

* Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

* Amendment One to Quarterly Report on Form 10-Q/A for the quarter ended
June 30, 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]

8,672,986 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 $ 430.89
Legal Fees and Disbursements* 35,000.00
Accounting Fees and Disbursements* 9,500.00
Legal Fees and Expenses in Connection with Blue Sky Filings* 4,000.00
Miscellaneous* 495.64
----------
Total $49,426.53
==========
- --------------
<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 Retch
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 Employment Agreement with Charles B. Benham.

10.19 Employment Agreement with Mark S. Bohn.

10.20 Employment Agreement with Ronald S. Butz.

10.21 Employment Agreement with James P. Samuels.

10.22 Employment Agreement with Dennis L. Yakobson.

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 (incorporated by reference from
Registration Statement Amendment No. One (Registration
No. 333-85682) filed on August 13, 2002).

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 22nd day of October, 2002.

RENTECH, INC.

/s/ Dennis L. Yakobson
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

/s/ DENNIS L. YAKOBSON
- ---------------------- President, Chief Executive October 22, 2002
Dennis L. Yakobson Officer and Director

/s/ RONALD C. BUTZ
- ---------------------- Vice President, Chief October 22, 2002
Ronald C. Butz Operating Officer,
Secretary and Director

/s/ JOHN P. DIESEL
- ---------------------- Director October 22, 2002
John P. Diesel, by
Dennis L. Yakobson as
attorney in fact

/s/ JAMES P. SAMUELS
- ---------------------- Vice President - Finance, October 22, 2002
James P. Samuels Chief Financial Officer

/s/ JOHN J. BALL
- ---------------------- Director October 22, 2002
John J. Ball, by
Dennis L. Yakobson as
attorney in fact

/s/ DOUGLAS S. SHEERAN
- ---------------------- Director October 22, 2002
Douglas L. Sheeran by
Dennis L. Yakobson as
Attorney in fact

/s/ ERICH W. TIEPEL
- ---------------------- Director October 22, 2002
Erich W. Tiepel, by
Dennis L. Yakobson as
Attorney in fact

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).

3.5 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.