Mail Stop 0510


      May 25, 2005


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


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

Dear Mr. Flagg:

		We have reviewed your response letter dated April 28,
2005
and have the following additional comments.  If you disagree with
our
comment, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.

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

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

General
1. Where a comment below requests additional disclosures or other
revisions, please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings.


Note 12 - Subsequent Events, page 23

2. Please provide us with your computation of the $3.8 million
beneficial conversion feature related to your convertible
preferred
stock and tell us your related assumptions.

3. Please tell us why you classified the $375,682 value of
warrants
issued as a breakup fee to subscribers whose subscriptions to
purchase convertible preferred stock were not accepted by the
company
as a charge to additional paid in capital as opposed to an expense
in
the statement of operations.

Management`s Discussion and Analysis, page 24

Operating Expenses, page 33

4. Please provide us a detail of the debt issuance costs expensed
during the quarter ended March 31, 2005.  Please also tell us why
you
have classified the debt issuance expenses as general and
administrative expenses as opposed to interest expense.

Consolidated Statement of Cash Flows, page 7

5. Please tell us how the $1,016,839 of non-cash interest expense
incurred during the six months ended March 31, 2005 and referred
to
at the bottom of page 35 is reflected in the statement of cash
flows.


*    *    *    *


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


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



								Sincerely,



								Rufus Decker
								Accounting Branch Chief
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Geoffrey S. Flagg
Rentech, Inc.
May 25, 2005
Page 1 of 3




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

         DIVISION OF
CORPORATION FINANCE