**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**FORM 10-K/AAmendment No. 1**

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**(Mark One)**

**x****        ****ANNUAL REPORT PURSUANT TO SECTION 13OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the Fiscal Year Ended September 30, 2006**

**OR**

**o****           ****TRANSITION REPORT PURSUANT TO SECTION 13OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the Transition Period from***            * to *            *

**Commission File No. 0-19260**

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**RENTECH, INC.**

**(Exactname of registrant as specified in its charter)**

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

 

**10877 Wilshire Boulevard, Suite 710Los Angeles, California 90024**(Addressof principal executive offices, including zip code)

**Telephone number:** (310) 571-9800

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**Securitiesregistered pursuant to Section 12(b) of the Act: Common Stock (andassociated Preferred Stock Purchase Rights)**

**Name of EachExchange on Which Registered: The American Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: None**

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Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  Yes o.   No x.

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.  Yes o.   No x.

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.   Yes x.   No o.

Indicate by check mark ifdisclosure of delinquent filers in response to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K. o

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2of Exchange Act. (Check one):

| Large accelerated filer o |   | Accelerated filer x |   | Non-accelerated filer o |
|--------------------------------|--------|--------------------------|--------|------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).  Yes o.   No x.

The aggregate market valueof the registrant’s common stock held by nonaffiliates, based upon the closingprice of the common stock on March 31, 2006, as reported by the AmericanStock Exchange, was approximately $386,567,000.

At January 15, 2007,the number of outstanding shares of common stock was 142,272,477.

**DOCUMENTSINCORPORATED BY REFERENCE**

None.

 

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**TABLEOF CONTENTS**

|            | ** ** | ** **                                                                                       | ** ** | **Page** | ** ** |
|------------|------------|--------------------------------------------------------------------------------------------------|------------|----------|------------|
| ** ** | ** ** | **PART III**                                                                                | ** ** |     | ** ** | ** ** |   |
| ITEM 10.   |       | Directors and  Executive Officers of the Registrant                                              |       |     | 1          | ** ** |   |
| ITEM 11.   |       | Executive  Compensation                                                                          |       |     | 6          | ** ** |   |
| ITEM 12.   |       | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |       |     | 13         | ** ** |   |
| ITEM 13.   |       | Certain  Relationships and Related Party Transactions                                            |       |     | 15         | ** ** |   |
| ITEM 14.   |       | Principal  Accountant Fees and Services                                                          |       |     | 16         | ** ** |   |
| ** ** | ** ** | **PART IV**                                                                                 | ** ** |     | ** ** | ** ** |   |
| ITEM 15.   |       | Exhibits and  Financial Statement Schedules                                                      |       |     | 17         | ** ** |   |

 

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** **

**EXPLANATORY NOTE**

Rentech, Inc. (“Rentech”) is filing thisAmendment No. 1 on Form 10-K/A (this “Amendment”) to amend itsAnnual Report on Form 10-K for the fiscal year ended September 30,2006, filed with the Securities and Exchange Commission on December 14,2006 (the “Original 10-K”).

This Amendment is being filed to amend the Original 10-Kto include the information required by Items 10 through 14 of Part III of Form 10-K.In addition, on the cover page, (i) the reference in the Original 10-Kto the incorporation by reference of Rentech’s 2007 definitive proxy statementhas been deleted and (ii) the information with respect to the number ofoutstanding shares of Rentech’s common stock (“Common Stock”) has been updated.Rentech is also updating its list of exhibits in Item 15 of this report toinclude the certifications specified in Rule 13(a)-14(a) underthe Securities Exchange Act of 1934 required to be filed with this Amendment. Exceptfor the foregoing amendments and updates, this Amendment does not modify orupdate the Original 10-K.

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**PART III**

**ITEM 10.**         DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT

Thedirectors and executive officers of Rentech and their ages and their positionswith Rentech as of January 15, 2007, are as follows:

| **Name**                     | ** ** | ** ** | ** ** | **Age** | ** ** | **Position(s)**                                       | ** ** |
|------------------------------|------------|------------|------------|---------|------------|-------------------------------------------------------|------------|
| D. Hunt Ramsbottom |       |       | 49         |    |       | Chief  Executive Officer, President and Director      |       |
| Douglas M. Miller            |       |       | 46         |    |       | Chief  Operating Officer and Executive Vice President |       |
| I. Merrick Kerr              |       |       | 39         |    |       | Chief  Financial Officer and Executive Vice President |       |
| Richard T.  Penning          |       |       | 51         |    |       | Executive  Vice President, Commercial Affairs         |       |
| Richard O.  Sheppard         |       |       | 58         |    |       | Senior  Vice President, Project Development           |       |
| Geoffrey S. Flagg            |       |       | 36         |    |       | Chief  Accounting Officer                             |       |
| Colin M. Morris              |       |       | 34         |    |       | Vice  President, General Counsel and Secretary        |       |
| Thomas L. Bury               |       |       | 64         |    |       | Director                                              |       |
| Ronald C. Butz               |       |       | 69         |    |       | Director                                              |       |
| Michael F. Ray               |       |       | 53         |    |       | Director                                              |       |
| Edward M. Stern              |       |       | 48         |    |       | Director                                              |       |
| Erich W. Tiepel              |       |       | 63         |    |       | Director                                              |       |
| Halbert S.  Washburn         |       |       | 46         |    |       | Director                                              |       |
| Dennis L. Yakobson           |       |       | 70         |    |       | Director and Chairman                                 |       |

 

**InformationRegarding Directors with Terms Expiring at the 2007 Annual Meeting ofShareholders:**

***Ronald C. Butz***,***Director***—Mr. Butz hasserved as a Director of Rentech since 1984. In October 1989, Mr. Butzwas appointed Vice President of Rentech, in June 1990 he was appointed Secretary,and in May 1998 he became Chief Operating Officer. In December 2005,he resigned from his position as Chief Operating Officer, Vice President andSecretary and currently serves as a Director. From 1984 to 1989, Mr. Butzwas employed as President of Capital Growth, Inc., a privately-heldColorado corporation providing investment services and venture capitalconsulting. From 1982 to 1983, Mr. Butz was a shareholder, Vice Presidentand Chief Operating Officer of World Agricultural Systems, Ltd., a privately-heldColorado corporation specializing in the international marketing of commoditystorage systems. From 1966 to 1982, Mr. Butz was a practicing attorney inDenver, Colorado with the law firm of Grant, McHendrie, Haines and Crouse, P.C.He received a Bachelor of Science degree in Civil Engineering from CornellUniversity in 1961 and a Juris Doctor degree from the University of Denver in1965.

***Michael R. Ray, Director***—Mr. Raywas appointed a member of our Board of Directors in May 2005. Mr. Rayfounded and has served as President of ThioSolv, LLC since 2001. ThioSolv, LLCis in the business of developing and licensing technology. From 1995 to 2001, Mr. Rayserved as Vice President of Business Development for Coastal Catalyst andChemicals Division. Mr. Ray worked for Coastal Chem, Inc. asPresident from 1990 to 1995 and Vice President of Corporate Development andAdministration from 1986 to 1990. From 1985 to 1986, Mr. Ray served asVice President of Carbon Dioxide Marketing. Mr. Ray worked for Liquid CarbonicCorporation as Regional Operations Manager from 1981 to 1985 and Plant Managerfrom 1980 to 1981. Mr. Ray received his Bachelor of Science in IndustrialTechnology from Western Washington University and his Masters of BusinessAdministration from Houston Baptist University. Mr. Ray previously servedas a member of the Board of Directors of Coastal Chem, Inc., CheyenneLEADS and Wyoming Heritage Society. Mr. Ray also served on NitrogenFertilizer Industry Ad Hoc Committee, University of Wyoming EPSCOR SteeringCommittee and Wyoming Governor’s committee for evaluating state employeecompensation.

***EdwardM. Stern, Director***—Mr. Stern was appointed as amember of our Board of Directors in December 2006. Since 2004, Mr. Sternhas served as the President and Chief Executive Officer of Neptune 

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RegionalTransmission System, LLC, a company which is constructing an undersea electrictransmission system that will interconnect Sayreville, New Jersey with LongIsland, New York. From 1991 through 2004, Mr. Stern was employed by EnelNorth America, Inc. (a subsidiary of Enel SpA, an Italian electric utilitycompany) and its predecessor, CHI Energy, Inc., an energy company whichowned or operated nearly one hundred power plants in seven countries,specializing in renewable energy technologies including hydroelectric projectsand wind farms. While at Enel North America, Inc. and CHI Energy, Inc.,Mr. Stern served as General Counsel and, commencing in 1999, as President,Director and Chief Executive Officer. Mr. Stern currently serves on theBoard of Directors of Energy Photovoltaics, Inc., a Princeton, NJ basedmanufacturer of solar energy products and systems and Vertrue Incorporated(Nasdaq: VTRU), a provider of consumer and membership services through affinitymarketing and online channels with over 6 million customers enrolled inits programs. Mr. Stern received B.A., J.D. and M.B.A. degrees from BostonUniversity and is a member of the Massachusetts Bar and the Federal Energy Bar.

**InformationRegarding Directors with Terms Expiring in 2008:**

***Thomas L. Bury, Director***—Mr. Burywas appointed a member of our Board of Directors in November 2004. He wasa founding shareholder and served as Chief Financial Officer of Tecta AmericaCorp., a member of the construction industry supplying aggregate buildingmaterials, from its organization in 1998 until completion in September 2000of its merger that consolidated ten businesses in the construction industry.Since then he has advised investors on business valuations and acquisitionstrategies. Mr. Bury has over 30 years of experience as a financialofficer, including financial disciplines in multi-division companies anddevelopment of planning and financial systems. He has extensive knowledge oftreasury, banking, acquisitions, divestitures and corporate planning, as wellas company and strategy valuation methods. Prior to founding Tecta AmericaCorp., he was Chief Financial Officer of Redland PLC’s aggregate businesses inNorth America, and had responsibility for its financial functions from 1987through 1998. From 1972 through 1987, Mr. Bury worked for FischbachCorporation, primarily serving as Chief Financial Officer of its subsidiary,Natkin & Company, a $500 million nationwide mechanicalcontractor. He received his Bachelor of Science degree in BusinessAdministration from Bowling Green State University. After serving in the U.S.Army in Vietnam, he received his Masters of Business Administration degree fromSyracuse University.

***DennisL. Yakobson, Director and Chairman of the Board***—Mr. Yakobsonhas served as a Director of Rentech and Chairman of the Board since 1983 and isone of the founders. In December 2005, he resigned from his position asChief Executive Officer and currently serves as a Director. He was employed asVice President of Administration and Finance of Nova Petroleum Corporation,Denver, Colorado, from 1981 to 1983. From 1979 to 1983, he served as a Directorand Secretary of Nova Petroleum Corporation, Denver, Colorado. He resigned fromthose positions in November 1983 to become a Director and assume thepresidency of Rentech. From 1976 to 1981 he served as a Director, Secretary andTreasurer of Power Resources Corporation, Denver, a mineral explorationcompany, and was employed by it as Vice President-Land. From 1975 to 1976 hewas employed by Wyoming Mineral Corporation in Denver as a contractadministrator. From 1971 through 1975 he was employed by Martin MariettaCorporation, Denver, as marketing engineer in space systems. From 1969 to 1971he was employed by Martin Marietta in a similar position. From 1960 to 1969 hewas employed by Grumman Aerospace Corporation, his final position with it beingcontract administrator with responsibility for negotiation of prime contractswith governmental agencies. He is a Director of GTL Energy Pty Ltd., aprivate company based in Adelaide, Australia. He received a Bachelor of Sciencedegree in Civil Engineering from Cornell University in 1959 and a Masters inBusiness Administration degree from Adelphi University in 1963.

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**InformationRegarding Directors with Terms Expiring in 2009:**

***D. Hunt Ramsbottom, ChiefExecutive Officer, President and Director***—Mr. Ramsbottomwas appointed President and director of Rentech in September 2005 andChief Executive Officer in December 2005. Mr. Ramsbottom had beenserving as a consultant to Rentech since August 2005 under the terms of aManagement Consulting Agreement Rentech entered into with Management ResourceCenter, Inc. Mr. Ramsbottom has over 25 years of experiencebuilding and managing growth companies. Prior to accepting his position atRentech, Mr. Ramsbottom held various key management positions including:Principal and Managing Director of Circle Funding Group LLC, from 2004 to 2005;Chief Executive Officer and Chairman of M2 Automotive, Inc., from 1997 to 2004;and Chief Executive Officer of Thompson PBE (NASDAQ: THOM), from 1989 to 1997,which was acquired by FinishMaster, Inc. in 1997. On April 17, 2005,M2 Automotive, Inc. completed an assignment for the benefit of itscreditors pursuant to a state law insolvency proceeding. Mr. Ramsbottomholds a Bachelor of Science degree from Plymouth State College.

***Erich W. Tiepel, Director***—Dr. Tiepelhas served as a director of Rentech since 1983. Dr. Tiepel has23 years of experience in all phases of process design and development,plant management and operations for chemical processing plants. Since 2005 Dr. Tiepelhas been a principal of the environmental engineering company Golder Associates.From 1982 to 2005, Dr. Tiepel was a principal owner, president anddirector of Resource Technologies Group, Inc. (RTG), a privately ownedcompany he founded. RTG is a high technology consulting organizationspecializing in process engineering, water treatment, hazardous wasteremediation, and regulatory affairs. From 1977 to 1981 he was project managerfor Wyoming Mineral Corporation, a subsidiary of Westinghouse Electric Corp.,Lakewood, Colorado, where his responsibilities included management of thedesign, contraction and operation of ground water treatment systems for groundwater cleanup programs. From 1971 to 1976 he was a principal project engineerfor process research for Westinghouse Research Labs. From 1967 to 1971, he wasa trainee of the National Science Foundation at the University of Florida inGainesville, Florida. He obtained a Bachelor of Science degree in ChemicalEngineering from the University of Cincinnati in 1967, and a Ph.D. in ChemicalEngineering from the University of Florida in 1971.

***HalbertS. Washburn, Director***—Mr. Washburn was appointed asa director of Rentech in December 2005. Mr. Washburn has over20 years of experience in the energy industry. Mr. Washburn has beenthe Co-Chief Executive Officer and a Director of BreitBurn GP, LLC, the generalpartner of BreitBurn Energy Partners L.P. (NASDAQ: BBEP), since March 2006.He is also the co-founder and has been the Co-Chief Executive Officer ofBreitBurn Energy Company LP, the predecessor to BreitBurn Energy Partners L.P.,and its predecessors since 1988. Mr. Washburn is responsible for BreitBurn’soil and gas operations and co-manages BreitBurn’s acquisition and capitalformation activities. Mr. Washburn currently serves on the ExecutiveCommittee of the Board of Directors of the California Independent PetroleumAssociation. He also served as Chairman of the Stanford University PetroleumInvestments Committee and as Secretary and Chairman of the Wildcat Committee. Mr. Washburnholds a Bachelor of Science degree in Petroleum Engineering from StanfordUniversity.

**Executive Officers**

Information concerning the business experience of Mr. Ramsbottom,who serves as President and Chief Executive Officer, is provided above.

***Douglas M. Miller, ChiefOperating Officer and Executive Vice President***—Mr. Millerhas served as Chief Operating Officer and Executive Vice President of Rentechsince January 2006. Mr. Miller was employed by Unocal Corporationsince 1991 through its acquisition by Chevron Corporation in October 2005,and for more than five years prior to the acquisition, served as VicePresident, Corporate Development.

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***I. Merrick Kerr, Chief FinancialOfficer and Executive Vice President***—Mr. Kerr wasappointed our Chief Financial Officer, Executive Vice President and Treasurerin May 2006. Mr. Kerr was employed by Scottish Power PLC. from 1992through October 2005 where he progressed through the company in bothfinancial and commercial roles, culminating in his appointment as ChiefFinancial Officer of PPM Energy, a non-utility subsidiary of Scottish Powerbased in Portland, OR, in 2001. Mr. Kerr has a bachelor’s degree inaccountancy and economics from the University of Edinburgh and is a member ofthe Institute of Chartered Accountants of Scotland.

***Richard T. Penning, ExecutiveVice President, Commercial Affairs***—Mr. Penning wasappointed Executive Vice President, Commercial Affairs of Rentech in January 2007.Mr. Penning had served as a consultant to Rentech beginning in August 2006.Mr. Penning has over 30 years of business experience in the oil andchemical industries. Mr. Penning worked for 28 years with UOP, LLC untilits acquisition by Honeywell, having held various management positionsincluding: Vice President and General Manager of Ventures and BusinessDevelopment from 2004 to 2005; and Vice President, Six Sigma and Supply Chainfrom 2002 until 2004. Previously he held leadership roles in the catalyst andmarketing areas of UOP, LLC. Mr. Penning obtained a Bachelor of Sciencedegree in Chemical Engineering from Case Western Reserve University and aMaster of Business Administration degree from the University of ChicagoGraduate School of Business.

***Richard O. Sheppard, Senior VicePresident, Project Development***—Mr. Sheppard joinedRentech in January 1998 as Director of Sales and Marketing of our RentechProcess, served as President of Rentech Development Corporation from April 2004to March 2006, and was appointed Senior Vice President, ProjectDevelopment on December 15, 2005. Prior to joining Rentech, he was engagedin the project development of independent electrical power plants ranging insize from 25 megawatts to 250 megawatts in the United States, South America,and Central America. He held positions as Vice President Development withFlatiron Constructors from 1996 to 1999, Wellhead Electric Co. from 1992 to 1996,and Ultrasystems Power Corporation and Engineers from 1988 to 1992. Previousemployers were Kaiser Power Corporation from 1983 to 1988, and Merck Chemical(Calgon) International from 1974 to 1983. Mr. Sheppard was a Lieutenant inthe United States Navy from 1969 to 1974. He obtained a Bachelor of Sciencedegree in Chemical Engineering from the University of Idaho in 1969 and earneda Master of Business Administration degree in Finance and Marketing from St.Mary College, California, in 1980.

***Geoffrey S. Flagg, ChiefAccounting Officer***—Mr. Flagg was appointed ChiefAccounting Officer of Rentech in January 2006. Mr. Flagg served asour Chief Financial Officer from January 2004 to January 2006. Mr. Flagghas been involved in auditing and accounting of publicly traded companies since1996. From September 1996 through June 2000, he was an AuditAssociate at the national accounting firm of BDO Seidman, L.L.P. While there,he was responsible for planning, performing and managing financial statementaudits for a variety of public and private companies, including our annualaudit and quarterly reviews. From June 2000 through January 2001, hewas the controller of Wholetree.com, a software development company. From January 2001through December 2003, Mr. Flagg served as our corporate controller.He received a Bachelor of Science degree in Accounting from the University ofColorado at Denver in 1996.

***ColinM. Morris, Vice President, General Counsel and Secretary***—Mr. Morrishas served as the Vice President, General Counsel and Secretary of Rentechsince June 2006. Mr. Morris practiced Corporate and Securities Law atthe Los Angeles office of Latham & Watkins LLP from June 2004 to May 2006.From September 2000 to May 2004 Mr. Morris practiced Corporateand Securities Law in the Silicon Valley office of Wilson, Sonsini, Goodrichand Rosati. Prior to that Mr. Morris practiced Corporate and SecuritiesLaw in the Silicon Valley office of Pillsbury Winthrop Shaw Pittman LLP.Mr. Morris received an A.B. degree in Government from GeorgetownUniversity and a J.D. from the University of California, Berkeley, Boalt HallSchool of Law.

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**Audit Committee andAudit Committee Financial Expert**

The Board of Directors has a standing Audit Committee.The Board of Directors has determined that each member of the Audit Committeeis “independent” within the meaning of the rules of the Securities andExchange Commission and the American Stock Exchange.

The charter of our Audit Committee is available on theCorporate Governance section of our website at http://www.rentechinc.com. TheBoard of Directors regularly reviews developments in corporate governance andmodifies the charter as warranted. Modifications are reflected on our websiteat the address previously given. Information contained on our website is notincorporated into and does not constitute a part of the Original 10-K orthis Amendment. Our website address referenced above is intended to be aninactive textural reference only and not an active hyperlink to the website.

The Audit Committee of the Board of Directors has beendelegated responsibility for reviewing with the independent auditors the plansand results of the audit engagement; reviewing the adequacy, scope and resultsof the internal accounting controls and procedures; reviewing the degree ofindependence of the auditors; reviewing the auditors’ fees; and recommendingthe engagement of the auditors to the full Board of Directors.

The Audit Committeecurrently consists of Mr. Bury, Mr. Washburn and Dr. Tiepel. TheBoard of Directors has determined that a member of the Audit Committee of theBoard of Directors, Thomas L. Bury, qualifies as an “audit committee financialexpert” as defined by the rules of the Securities and Exchange Commission.

**Section 16(A) BeneficialOwnership Reporting Compliance**

Section 16(a) ofthe Securities Exchange Act of 1934, as amended, requires Rentech’s executiveofficers and directors, and persons who own more than ten percent of aregistered class of Rentech’s equity securities (collectively, “Insiders”), tofile initial reports of ownership and reports of changes in ownership with theSecurities and Exchange Commission (the “SEC”). Insiders are required by SECregulations to furnish Rentech with copies of all Section 16(a) formsthey file. To Rentech’s knowledge, based solely on its review of the copies ofsuch reports furnished to Rentech or written representations from certainInsiders that they were not required to file a Form 5 to reportpreviously unreported ownership or changes in ownership, we believe that,during our fiscal year ending September 30, 2006, the Insiders compliedwith all such filing requirements, except as follows: Ronald C. Butz reportedlate a sale of stock under a 10b5-1 plan in March 2006 and theacquisition of a convertible promissory note in September 2006; Dennis L.Yakobson reported late gifts of stock and the acquisition of a convertiblepromissory note in September 2006; Richard O. Sheppard reported late theacquisition of an unvested restricted stock unit in March 2006; and ournonemployee directors reported late the acquisition of unvested stock optionsin April 2006.

**Code of Ethics**

Rentech has adopted a code of ethics that applies toRentech’s principal executive officer, principal financial officer, principalaccounting officer or controller, or persons performing similar functions. Acopy of the code of ethics is filed as an exhibit to Rentech’s annual report onForm 10-K for the fiscal year ended September 30, 2004 and isavailable on the Corporate Governance Section of our website atwww.rentechinc.com.  Our website addressreferenced above is not intended to be an active hyperlink, and the contents ofour website shall not be deemed to be incorporated herein.

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**ITEM 11.**   EXECUTIVECOMPENSATION

**Compensation**

The following tables andaccompanying notes show the compensation paid by us or any of our subsidiariesduring the fiscal years indicated, to our chief executive officer and our fourmost highly compensated executive officers other than the chief executiveofficer.

**SummaryCompensation Table**

|                                            | ** ** | ** **                   | ** ** | ** **            | ** ** | **Long-Term  Compensation Awards** | ** ** | **Payouts**                | ** ** | ** **            | ** ** |
|--------------------------------------------|------------|------------------------------|------------|-----------------------|------------|-----------------------------------------|------------|----------------------------|------------|-----------------------|------------|
| ** **                                 | ** ** | **Annual Compensation** | ** ** | **Other Annual** | ** ** | **Restricted  Stock**                   | ** ** | **Securities  Underlying** | ** ** | **LTIP**              | ** ** | **(10)  All Other** | ** ** |
| **Name and Principal  Position** | ** ** | ** **                   | ** ** | **Year**              | ** ** | **Salary  ($)**                         | ** ** | **Bonus  ($)**             | ** ** | **Compensation  ($)** | ** ** | **Award(s)  ($)** | ** ** | **Options/SARs  (#)** | ** ** | **Payouts  ($)** | ** ** | **Compensation  ($)** | ** ** |
| D. Hunt Ramsbottom                         |       |                         | 2006       |                  |       | $                                       | 342,917    |                       | $          | 444,000               |       |   | — |   |   | $ | 2,227,500 |   |   | 250,000 |   |   |   | — |   |   |   | — |   |   |
| Chief Executive Officer(1)                 |       |                         | 2005       |                  |       | —                                  |       | —                     |       |                  | —     |   |   | — |   |   | — |   |   |   | — |   |   |   | — |   |   |
|                                            |       |                         | 2004       |                  |       | —                                  |       | —                     |       |                  | —     |   |   | — |   |   | — |   |   |   | — |   |   |   | — |   |   |
| Dennis L. Yakobson                         |       |                         | 2006       |                  |       | $                                       | 109,490    |                       | —     |                  |       | — |   |   | $ | 40,200 |   |   | 15,000 |   |   |   | — |   |   |   | — |   |   |
| Former  Chief Executive                    |       |                         | 2005       |                  |       | $                                       | 263,798    |                       | —     |                  |       | $ | 23,012 |   |   | — |   |   | 645,000 |   |   |   | — |   |   |   | $ | 901,086 |   |   |
| Officer(2)(3)(4)                           |       |                         | 2004       |                  |       | $                                       | 256,497    |                       | —     |                  |       | $ | 24,650 |   |   | — |   |   | 25,000 |   |   |   | — |   |   |   | — |   |   |
| Douglas M. Miller                          |       |                         | 2006       |                  |       | $                                       | 209,231    |                       | $          | 146,250               |       |   | — |   |   | $ | 1,856,250 |   |   | 130,000 |   |   |   | — |   |   |   | — |   |   |
| Chief Operating Officer(5)                 |       |                         | 2005       |                  |       | —                                  |       | —                     |       |                  | —     |   |   | — |   |   | — |   |   |   | — |   |   |   | — |   |   |
|                                            |       |                         | 2004       |                  |       | —                                  |       | —                     |       |                  | —     |   |   | — |   |   | — |   |   |   | — |   |   |   | — |   |   |
| Richard O. Sheppard                        |       |                         | 2006       |                  |       | $                                       | 192,708    |                       | $          | 120,000               |       |   | — |   |   | $ | 940,000 |   |   | 50,000 |   |   |   | — |   |   |   | — |   |   |
| Senior  Vice President—               |       |                         | 2005       |                  |       | $                                       | 156,825    |                       | —     |                  |       | $ | 16,025 |   |   | — |   |   | 35,000 |   |   |   | — |   |   |   | — |   |   |
| Project  Development(6)(7)                 |       |                         | 2004       |                  |       | $                                       | 129,150    |                       | —     |                  |       | $ | 14,961 |   |   | — |   |   | 65,000 |   |   |   | — |   |   |   | — |   |   |
| Geoffrey S. Flagg                          |       |                         | 2006       |                  |       | $                                       | 163,600    |                       | $          | 74,160                |       |   | — |   |   | — |   |   | 70,000 |   |   |   | — |   |   |   | — |   |   |
| Chief Accounting Officer(8)                |       |                         | 2005       |                  |       | $                                       | 154,125    |                       | —     |                  |       | $ | 15,498 |   |   | — |   |   | 50,000 |   |   |   | — |   |   |   | — |   |   |
|                                            |       |                         | 2004       |                  |       | $                                       | 127,417    |                       | —     |                  |       | $ | 13,519 |   |   | — |   |   | 65,000 |   |   |   | — |   |   |   | — |   |   |
| I. Merrick Kerr                            |       |                         | 2006       |                  |       | $                                       | 100,394    |                       | $          | 129,375               |       |   | — |   |   | $ | 1,462,500 |   |   | 75,000 |   |   |   | — |   |   |   | — |   |   |
| Chief  Financial Officer(9)                |       |                         | 2005       |                  |       | —                                  |       | —                     |       |                  | —     |   |   | — |   |   | — |   |   |   | — |   |   |   | — |   |   |
|                                       |       |                         | 2004       |                  |       | —                                  |       | —                     |       |                  | —     |   |   | — |   |   | — |   |   |   | — |   |   |   | — |   |   |
|                                            |            |                              |            |                       |            |                                         |            |                            |            |                       |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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             (1)    Pursuant toan employment agreement with D. Hunt Ramsbottom the Company grantedMr. Ramsbottom 450,000 restricted stock units (“RSU’s”) that may besettled in shares of common stock of the Company. These RSU’s will vest over athree-year period such that one-third will vest on each ofMr. Ramsbottom’s one year, two year and three year anniversary dates ofhis vesting commencement date of December 15, 2005. If Mr. Ramsbottomis terminated without cause, ends his employment for good reason or we fail tooffer to renew this agreement on competitive terms, we will be obligated toaccelerate the vesting of a portion of the restricted stock unit grant. In theevent of a change in control, the full restricted stock unit grant will vest.The Company determined the grant date fair value of the RSU’s to be $2,227,500.

             (2)    Of thesalary amounts, $0, $9,380 and $5,903, were non-funded deferred compensation asof September 30, 2006, 2005, and 2004, respectively, with a balance ofnon-funded deferred compensation as of September 30, 2006, 2005 and 2004of $0, $196,358 and $244,455, respectively. Of the salary amounts, $0, $0 and$65,468 were non-funded notes payable to a related party with a balance of$84,792, $80,518 and $74,819 as of September 30, 2006, 2005 and 2004,respectively, including accrued interest. Mr. Yakobson’s salary amount forfiscal 2006 reflects compensation earned and does not reflect the remainingpayments pursuant to the retirement package dated September 30, 2005 whichwill end in fiscal year ended September 30, 2007. Of the other annualcompensation amounts, for the years ended September 30, 2005 and 2004,respectively, $9,000 and $9,000 were for an auto allowance, $6,699 and $8,450were for reimbursed medical expenses and $7,313 and $7,200 were for employer401(k) match.****The otherannual compensation amounts, including perquisites and other personal benefits,did not exceed the reporting threshold (the lesser of $50,000 or 10% annualsalary and bonus) for the year ended September 30, 2006. Of the $901,086of accrued compensation expenses made pursuant to Mr. Yakobson’sretirement package, the following amounts were paid in fiscal 2006: $66,386 inlieu of certain benefits and bonus opportunities that would have accrued underhis employment agreement and $132,772 related to his severance pay.****In addition, he was paid $90,000 in fiscal 2006 related tohis consulting agreement.

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             (3)    Mr. Yakobsonretired from his position as Chief Executive Officer effectiveDecember 15, 2005. Mr. Yakobson remained as an employee in anon-executive officer capacity through December 31, 2005. FromJanuary 1, 2006 through the end of fiscal year 2006, Mr. Yakobson waspaid $10,000 per month according to the terms of his consulting agreement whichis reflected in “All Other Compensation.”

             (4)    OnApril 13, 2006, the Company’s Board of Directors granted a total of 12,000restricted stock units that are to be settled in shares of common stock of theCompany to Mr. Yakobson as part of a board compensation package approvedon April 13, 2006. The RSU’s vest in four equal increments on the last dayof each fiscal quarter following the grant date. The Company determined thegrant date fair value of the RSU’s to be $40,200.

             (5)    Pursuant to an employment agreement with Douglas M. Miller theCompany granted Mr. Miller 375,000 RSU’s that may be settled inshares of common stock of the Company. These RSU’s will vest over a three-yearperiod such that one-third will vest on each of Mr. Miller’s one year, twoyear and three year anniversary dates of his vesting commencement date ofJanuary 20, 2006. If Mr. Miller is terminated without cause, ends hisemployment for good reason or we fail to offer to renew this agreement oncompetitive terms, we will be obligated to accelerate the vesting of a portionof the restricted stock unit grant. In the event of a change in control, thefull restricted stock unit grant will vest. The Company determined the grantdate fair value of the RSU’s to be $1,856,250.

             (6)    Pursuant to an employment agreement withRichard Sheppard the Company granted Mr. Sheppard 235,000 RSU’s that may be settled in sharesof common stock of the Company. These RSU’s will vest over a three-year periodsuch that one-third will vest on each of Mr. Sheppard’s one year, two yearand three year anniversary dates of his vesting commencement date ofMarch 1, 2006. If Mr. Sheppard is terminated without cause, ends hisemployment for good reason or we fail to offer to renew this agreement oncompetitive terms, we will be obligated to accelerate the vesting of a portionof the restricted stock unit grant. In the event of a change in control, thefull restricted stock unit grant will vest. The Company determined the grantdate fair value of the RSU’s to be $940,000.

             (7)    Of theother annual compensation amounts, for the years ended September 30, 2005and 2004, respectively, $9,000 and $9,000 was for an auto allowance, $0, and $0were for reimbursed medical expenses and $7,025, and $5,961 were for employer 401(k) match. The other annualcompensation amounts, including perquisites and other personal benefits, didnot exceed the reporting threshold (the lesser of $50,000 or 10% annual salaryand bonus) for the year ended September 30, 2006.

             (8)    Of theother annual compensation amounts, for the years ended September 30, 2005and 2004, respectively, $9,000 and $7,450 was for an auto allowance, and  $6,498, and $6,069 were for employer401(k) match. The other annual compensation amounts, including perquisitesand other personal benefits, did not exceed the reporting threshold (the lesserof $50,000 or 10% annual salary and bonus) for the year endedSeptember 30, 2006.

             (9)    Pursuant to an employment agreement with I. Merrick Kerr theCompany granted Mr. Kerr 325,000 RSU’s that may be settled in shares ofcommon stock of the Company. These RSU’s will vest over a three-year periodsuch that one-third will vest on each of Mr. Kerr’s one year, two year andthree year anniversary dates of his vesting commencement date of May 15,2006. If Mr. Kerr is terminated without cause, ends his employment forgood reason or we fail to offer to renew this agreement on competitive terms,we will be obligated to accelerate the vesting of a portion of the restrictedstock unit grant. In the event of a change in control, the full restrictedstock unit grant will vest. The Company determined the grant date fair value ofthe RSU’s to be $1,462,500.

             (10)  Refer to thesection of this Amendment captioned, “Certain Relationships and Related PartyTransactions,” for details of these amounts.

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**Option/SAR Grants**

Thefollowing table sets forth information with respect to the named executivesconcerning the grant of stock options and/or limited SARs during the lastfiscal year. All the options were granted at the fair market value on the dateof grant as determined by the Board of Directors.

**Option/SARGrants in Last Fiscal Year**

| ** **              | ** ** | **Individual Grants**                 | ** ** | ** **                                              | ** ** | ** **                              | ** ** | ** **                  | ** ** | ** **                     | ** ** |
|-------------------------|------------|--------------------------------------------|------------|---------------------------------------------------------|------------|-----------------------------------------|------------|-----------------------------|------------|--------------------------------|------------|
| ** **              | ** ** | **Number of  Securities  Underlying** | ** ** | **% of Total  Options/SARs  Granted to** | ** ** | **Exercise or**                    | ** ** | ** **                  | ** ** | **Grant Date Value** | ** ** |
| **Name**                | ** ** | ** **                                 | ** ** | **Options/SARs  Granted (#)**                      | ** ** | **Employees in  Fiscal Year** | ** ** | **Base Price  ($/Sh)** | ** ** | **Expiration  Date**           | ** ** | **Grant Date  Present Value(3)** | ** ** |
| D. Hunt  Ramsbottom(1)  |       |                                       | 250,000    |                                                    |       |                                    | 16.2       | %                           |       |                           | $          | 4.15 |   |   | 07/13/2016 |   |   | $ | 613,512 |   |   |
| Dennis L.  Yakobson(2)  |       |                                       | 15,000     |                                                    |       |                                    | 1.0        | %                           |       |                           | $          | 3.35 |   |   | 04/12/2012 |   |   | $ | 22,345 |   |   |
| Douglas M.  Miller(1)   |       |                                       | 130,000    |                                                    |       |                                    | 8.4        | %                           |       |                           | $          | 4.15 |   |   | 07/13/2016 |   |   | $ | 319,026 |   |   |
| Richard O.  Sheppard(1) |       |                                       | 50,000     |                                                    |       |                                    | 3.2        | %                           |       |                           | $          | 4.15 |   |   | 07/13/2016 |   |   | $ | 122,702 |   |   |
| Geoffrey S. Flagg  (1)  |       |                                       | 70,000     |                                                    |       |                                    | 4.5        | %                           |       |                           | $          | 4.15 |   |   | 07/13/2016 |   |   | $ | 171,783 |   |   |
| I. Merrick Kerr (1)     |       |                                       | 75,000     |                                                    |       |                                    | 4.9        | %                           |       |                           | $          | 4.15 |   |   | 07/13/2016 |   |   | $ | 184,053 |   |   |
|                         |            |                                            |            |                                                         |            |                                         |            |                             |            |                                |            |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)          Theoptions vest over a three-year period such that one-third will vest oneach one year, two year and three year anniversary of the date of grant.

(2)          Theoptions vest one year from the grant date.

(3)          Calculatedusing the Black-Scholes Option Pricing model with the followingassumptions used for grants in 2006: dividend yield of 0 percent; expectedvolatility of 58 to 61 percent; risk free interest rates of 4.90 to 5.03 percent;and expected lives of 3.0 to 6.5 years.

**AggregatedOption/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values**

The following table sets forth information withrespect to the named executive officers, concerning the exercise of options andSARs during the last fiscal year and unexercised options and SARs held as ofthe end of the last fiscal year.

| **Name**             | ** ** | ** ** | ** ** | **Shares  Acquired on  Exercise  (#)** | ** ** | **Value  Realized  ($)** | ** ** | **Number of Securities  Underlying  Unexercised  Options/SARs  at FY-End  Exercisable/  Unexercisable  (#)** | ** ** | **(1)  Value of Unexercised  In-the-Money  Options/SARs  at FY-End  Exercisable/Unexercisable  ($)** | ** ** |
|----------------------|------------|------------|------------|---------------------------------------------|------------|--------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|
| D. Hunt  Ramsbotton  |       |       | —     |                                        |       | —                   |       | —                                                                                                                      | /          | 250,000                                                                                                             |       | — | / | $ | 120,000 |   |
| Dennis L.  Yakobson  |       |       | 220,000    |                                        |       | $                        | 338,600    |                                                                                                                        | 570,000    | /                                                                                                                   | 15,000     |   | $ | 1,197,000 | / | $ | 19,200 |   |
| Douglas M. Miller    |       |       | —     |                                        |       | —                   |       | —                                                                                                                      | /          | 130,000                                                                                                             |       | — | / | $ | 62,400 |   |
| Richard O.  Sheppard |       |       | 10,000     |                                        |       | $                        | 31,500     |                                                                                                                        | 150,000    | /                                                                                                                   | 50,000     |   | $ | 548,750 | / | $ | 24,000 |   |
| Geoffrey S. Flagg    |       |       | 10,000     |                                        |       | $                        | 32,000     |                                                                                                                        | 125,000    | /                                                                                                                   | 70,000     |   | $ | 445,500 | / | $ | 33,600 |   |
| I. Merrick Kerr      |       |       | —     |                                        |       | —                   |       | —                                                                                                                      | /          | 75,000                                                                                                              |       | — | / | $ | 36,000 |   |

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(1)          Computedbased upon the difference between the stock option exercise prices and $4.63,the closing price of Rentech’s common stock on September 30, 2006.

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**Equity CompensationPlan Information**

Thefollowing table provides information as of September 30, 2006 with respectto our compensation plans, including individual compensation arrangements,under which our equity securities are authorized for issuance.
| Plan category                                          | ** ** | ** ** | ** ** | **Number of securities  to be issued  upon exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted-average  exercise price of  outstanding options,  warrants and rights** | ** ** | **Number of  securities remaining  available for future  issuance under equity  compensation plans** | ** ** |
|-------------------------------------------------------------|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity  compensation plans approved by security holders     |       |       | 4,521,000  |                                                                                                                                             |       |                                                                                                        | $          | 2.22                                                                                                                                    |       |   |   | 1,807,000 |   |   |
| Equity  compensation plans not approved by security holders |       |       | 4,820,274  |                                                                                                                                             |       |                                                                                                        | $          | 1.39                                                                                                                                    |       |   |   | — |   |   |
| Total                                                       |       |       | 9,341,274  |                                                                                                                                             |       |                                                                                                        | $          | 1.80                                                                                                                                    |       |   |   | 1,807,000 |   |   |

 

The equity securitiesissued as compensation under shareholder approved compensation plans consist ofstock options and restricted stock units. The equity securities issued ascompensation without shareholder approval consist of stock options, stockpurchase warrants and restricted stock units. The stock options and stockpurchase warrants have exercise prices equal to the fair market value of ourcommon stock, as reported by the American Stock Exchange or the Nasdaq BulletinBoard, as of the date the securities were granted. The options and warrants maybe exercised for a term ranging from five to ten years after the date they weregranted. For a narrative description of the material terms of the equitycompensation plans and other compensation arrangements summarized in the abovetable, please see the section entitled “Accounting for Stock Based Compensation”in note 15 to our consolidated financial statements included in theOriginal 10-K.

**DirectorCompensation**

Directors who are employees of Rentech are not paidfees for their services. Effective April 2006, the compensation plan fornonemployee directors provides for an annual retainer of $20,000 to be paidquarterly to each outside director. Additional cash compensation is providedfor participation in committees of the Board, up to a maximum of $15,000 peryear for all committee work. The Chairman of the Board and the Chairman of theAudit Committee receive $15,000 per year; the Chairman of the Compensation andthe Chairman of the Nominating Committee receive $7,500 per year; and regularcommittee members receive $4,000 per year. Directors are reimbursed forreasonable out-of-pocket expenses incurred in their capacity as directors. Noadditional cash fees are paid to directors for attendance at Board or committeemeetings.

Each new nonemployee member of the Board shall begranted a five-year, fully-vested option to purchase 20,000 shares of theCompany’s common stock at the fair market value of the Company’s common stockon the date of grant, as determined in accordance with the Company’s 2006Incentive Award Plan (the “Incentive Plan”). Each outside director servingimmediately following the Company’s annual meeting of shareholders shall alsobe granted the number of shares of restricted Company common stock obtained bydividing $40,000 by the fair market value of the Company’s common stock on thedate of grant, as determined in accordance with the Incentive Plan, rounded upto the nearest 100 shares. The restricted stock awards will vest in four equalinstallments on the last day of each of the Company’s first four fiscalquarters following the date of grant, subject to the director’s continued Boardservice through each such date. Each nonemployee director serving immediatelyfollowing the Company’s annual meeting of shareholders shall also be granted astock option with a six-year term to purchase 15,000 shares of the Company’scommon stock at an exercise price equal to the fair market value of a share ofthe Company’s common stock on the date of grant, determined in accordance withthe Incentive Plan. The stock option 

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will vest in a singleinstallment on the one year anniversary of the date of grant, subject to thedirector’s continued Board service through such date.

Prior to April 2006,nonemployee directors were granted shares of Rentech’s common stock as paymentduring the last fiscal year, at the rate of 40,000 shares each for a year ofservice as a director. In addition, from December 2005 to April 2006,the Company paid each nonemployee director $1,000 for attending each physicalmeeting of the Board of Directors and $500 for attending each meeting of theBoard of Directors held by conference call.

**EmploymentContracts**

Executive officers generally are elected at the annualdirector meeting immediately following the annual shareholder meeting. Anyofficer or agent elected or appointed by the Board of Directors may be removedby the Board whenever in its judgment our best interests will be servedthereby, without prejudice to contractual rights, if any, of the person soremoved.

We have entered into employment agreements withcertain of our named executive officers including, Messrs. Rambsbottom,Miller, Sheppard and Kerr, which are described below. In addition, onSeptember 30, 2005 we entered into a retirement arrangement withMr. Yakobson (see “Certain Relationships and Related Party Transactions”).

On January 20, 2006, we entered into anemployment agreement with D. Hunt Ramsbottom to serve as the Chief ExecutiveOfficer and President of Rentech. The term of the employment agreement is forthree years from December 15, 2005, subject to automatic renewal unless weor Mr. Ramsbottom give prior notice. The agreement provides for basecompensation of $370,000 per year, subject to annual cost of livingadjustments, provides Mr. Ramsbottom with the opportunity to earn anannual cash bonus, and provides for his participation in our standard benefitprograms and the reimbursement of specified expenses. Also in connection withthe agreement, we agreed to grant Mr. Ramsbottom 450,000 restricted stockunits that are to be settled in shares of common stock of Rentech. Theserestricted stock units will vest over a three-year period such that one-thirdwill vest on each of Mr. Ramsbottom’s one year, two year and three yearanniversary dates of his vesting commencement date of December 15, 2005, subjectto partial or complete acceleration under certain circumstances, includingtermination without cause, termination for good reason or upon a change incontrol (in each case as defined in the agreement). If Mr. Ramsbottom isterminated without cause, terminates for good reason or we fail to offer torenew this agreement on competitive terms, we will be obligated to payMr. Ramsbottom severance including base salary continuation for 24-months,a target bonus for the year of termination equal to his then-applicable basesalary, continuation of his health care benefits, and acceleration of thevesting of a portion of the restricted stock unit grant. If a terminationentitling Mr. Ramsbottom to severance occurs during the period of threemonths prior and two years after a change in control, the severance paymentwill be made in a lump sum, the bonus component will be increased to the extentthe most recent prior actual annual bonus earned by Mr. Ramsbottomexceeded his then applicable annual base salary. Upon a change of control thefull restricted stock unit grant will vest. In addition, in the event anyfederal excise tax is payable with respect to any payment due toMr. Ramsbottom upon a change in control, we have agreed to pay such excisetax, including a grossup payment. Subject to the severance obligationscontained in the agreement, we may terminate Mr. Ramsbottom’s employmentat any time. Mr. Ramsbottom also executed a corporate confidentiality andproprietary rights agreement.

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On January 20, 2006, we entered into anemployment agreement with Douglas M. Miller to serve as the Chief OperatingOfficer and an Executive Vice President of Rentech. The term of the employmentagreement is for three years from January 20, 2006, subject to automaticrenewal unless we or Mr. Miller give prior notice. The agreement providesfor base compensation of $300,000 per year, subject to annual cost of livingadjustments, provides Mr. Miller with the opportunity to earn an annualcash bonus, and provides for his participation in our standard benefit programsand the reimbursement of specified expenses. Also in connection with theagreement, we agreed to grant Mr. Miller 375,000 restricted stock unitsthat are to be settled in shares of common stock of Rentech. These restrictedstock units will vest over a three-year period such that one-third will vest oneach of Mr. Miller’s one year, two year and three year anniversary datesof his vesting commencement date of January 20, 2006, subject to partialor complete acceleration under certain circumstances, including terminationwithout cause, termination for good reason or upon a change in control (in eachcase as defined in the agreement). If Mr. Miller is terminated withoutcause, terminates for good reason or we fail to offer to renew this agreementon competitive terms, we will be obligated to pay Mr. Miller severanceincluding base salary continuation for 12-months, a target bonus for theyear of termination equal to his then-applicable base salary, continuation ofhis health care benefits, and acceleration of the vesting of a portion of therestricted stock unit grant. If a termination entitling Mr. Miller toseverance occurs during the period of three months prior and two years after achange in control, the severance payment will be made in a lump sum, the bonuscomponent will be increased to the extent the most recent prior actual annualbonus earned by Mr. Miller exceeded his then applicable annual base salary.Upon a change of control the full restricted stock unit grant will vest. Inaddition, in the event any federal excise tax is payable with respect to anypayment due to Mr. Miller upon a change in control, we have agreed to paysuch excise tax, including a gross-up payment. Subject to the severanceobligations contained in the agreement, we may terminate Mr. Miller’semployment at any time. Mr. Miller also executed a corporateconfidentiality and proprietary rights agreement.

We entered into an employment agreement dated March 1,2006 with Richard O. Sheppard to serve as Senior Vice President, ProjectDevelopment of Rentech. The term of the employment agreement is for three yearsfrom March 1, 2006, subject to automatic renewal unless we or Mr. Sheppardgive prior notice. The agreement provides for base compensation of $200,000 peryear, subject to annual cost of living adjustments, provides Mr. Sheppardwith the opportunity to earn an annual cash bonus, and provides for hisparticipation in our standard benefit programs and the reimbursement of reasonablebusiness expenses. Also in connection with the agreement, we agreed to grant Mr. Sheppard235,000 restricted stock units that are to be settled in shares of common stockof Rentech. These restricted stock units will vest over a three-year period suchthat one-third will vest on each of Mr. Sheppard’s one year, two year andthree year anniversary dates of his vesting commencement date of March 1,2006, subject to partial or complete acceleration under certain circumstances,including termination without cause, termination for good reason or upon achange in control (in each case as defined in the agreement). If Mr. Sheppardis terminated without cause, terminates for good reason or we fail to offer torenew this agreement on competitive terms, we will be obligated to pay Mr. Sheppardseverance including base salary continuation for 12-months, a targetbonus for the year of termination equal to his then-applicable base salary,continuation of his health care benefits, and acceleration of the vesting of aportion of the restricted stock unit grant. If a termination entitling Mr. Sheppardto severance occurs during the period of three months prior and two years aftera change in control, the severance payment will be made in a lump sum, thebonus component will be increased to the extent the most recent prior actualannual bonus earned by Mr. Sheppard exceeded his then applicable annualbase salary. Upon a change of control the full restricted stock unit grant willvest. In addition, in the event any federal excise tax is payable with respectto any payment due to Mr. Sheppard upon a change in control, we haveagreed to pay such excise tax, including a gross-up payment. Subject to theseverance obligations contained in the agreement, we may terminate Mr. Sheppard’semployment at any time. Mr. Sheppard has also executed a corporateconfidentiality and proprietary rights agreement.

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On May 11, 2006, weentered into an employment agreement dated May 15, 2006 with I. MerrickKerr to serve as Chief Financial Officer and Executive Vice President ofRentech. The term of the employment agreement is for three years from May 15,2006, subject to automatic renewal unless we or Mr. Kerr give prior notice.The agreement provides for base compensation of $265,000 per year, subject toannual cost of living adjustments, provides Mr. Kerr with the opportunityto earn an annual cash bonus, and provides for his participation in ourstandard benefit programs and the reimbursement of reasonable businessexpenses. Also in connection with the agreement, we agreed to pay Mr. Kerra one-time commencement payment of $30,000 payable within 30 days of May 15,2006, and to grant Mr. Kerr 325,000 restricted stock units that are to besettled in shares of common stock of Rentech. These restricted stock units willvest over a three-year period such that one-third will vest on each of Mr. Kerr’sone year, two year and three year anniversary dates of his vesting commencementdate of May 15, 2006, subject to partial or complete acceleration under certaincircumstances, including termination without cause, termination for good reasonor upon a change in control (in each case as defined in the agreement). If Mr. Kerris terminated without cause, terminates for good reason or we fail to offer torenew this agreement on competitive terms, we will be obligated to pay Mr. Kerrseverance including base salary continuation for 12-months, a targetbonus for the year of termination equal to his then-applicable base salary,continuation of his health care benefits, and acceleration of the vesting of aportion of the restricted stock unit grant. If a termination entitling Mr. Kerrto severance occurs during the period of three months prior and two years aftera change in control, the severance payment will be made in a lump sum, thebonus component will be increased to the extent the most recent prior actualannual bonus earned by Mr. Kerr exceeded his then applicable annual basesalary. Upon a change of control the full restricted stock unit grant willvest. In addition, in the event any federal excise tax is payable with respectto any payment due to Mr. Kerr upon a change in control, we have agreed topay such excise tax, including a gross-up payment. Subject to the severanceobligations contained in the agreement, we may terminate Mr. Kerr’semployment at any time. Mr. Kerr has also executed a corporateconfidentiality and proprietary rights agreement.

**401(k) Plan**

We have a 401(k) plan.Employees who are at least 21 years of age are eligible to participate in theplan and share in the employer matching contribution. The employer is currentlymatching 75% of the first 6% of the participant’s salary deferrals. Allparticipants who have completed 1,000 hours of service and who areemployed on the last day of the plan year are eligible to share in thenon-matching employer contributions. Employer matching and non-matchingcontributions vest immediately in years in which the plan is not top-heavy.During years in which the plan is top-heavy, employer matching and non-matchingcontributions vest 100% after three years of service. We contributed $347,547,$183,244 and $143,963 to the plan for the years ended September 30, 2006,2005, and 2004.

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**ITEM 12.**         SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS

**Security Ownershipof Certain Beneficial Owners and Management**

Thefollowing table sets forth certain information regarding beneficial ownershipof Rentech’s common stock as of January 15, 2007 by (i) all personswho own of record or are known to Rentech to beneficially own more than 5% ofthe issued and outstanding shares of Rentech’s common stock and (ii) eachdirector and named officer named in the tables under “Executive Compensation,”and by all executive officers and directors as a group:

| **Directors and  Executive Officers(1)(2) **   | ** ** | ** ** | ** ** | **Amount and Nature of  Beneficial Ownership(3) ** | ** ** | **Percent of  Class** | ** ** |
|---------------------------------------------------------------|------------|------------|------------|-----------------------------------------------------------------------------|------------|----------------------------|------------|
| Thomas L. Bury                                                |       |       | 90,000     |                                                                        |       |                       | *          |   |   |
| Ronald C. Butz(4)                                             |       |       | 1,284,036  |                                                                        |       |                       | *          |   |   |
| Geoffrey S. Flagg                                             |       |       | 135,600    |                                                                        |       |                       | *          |   |   |
| I. Merrick Kerr                                               |       |       | —     |                                                                        |       |                       | *          |   |   |
| Douglas M. Miller                                             |       |       | 125,000    |                                                                        |       |                       | *          |   |   |
| Colin M. Morris                                               |       |       | —     |                                                                        |       |                       | *          |   |   |
| Richard T.  Penning                                           |       |       | —     |                                                                        |       |                       | *          |   |   |
| D. Hunt  Ramsbottom(5)(6)                                     |       |       | 2,161,540  |                                                                        |       |                       | 1.5        | % |   |
| Michael F. Ray(7)                                             |       |       | 251,075    |                                                                        |       |                       | *          |   |   |
| Richard O.  Sheppard                                          |       |       | 273,333    |                                                                        |       |                       | *          |   |   |
| Edward M. Stern                                               |       |       | 30,000     |                                                                        |       |                       | *          |   |   |
| Erich W. Tiepel                                               |       |       | 654,725    |                                                                        |       |                       | *          |   |   |
| Halbert S.  Washburn                                          |       |       | 29,000     |                                                                        |       |                       | *          |   |   |
| Dennis L.  Yakobson                                           |       |       | 1,322,114  |                                                                        |       |                       | *          |   |   |
| All Directors and  Executive Officers as a Group (14 persons) |       |       | 6,356,423  |                                                                        |       |                       | 4.5        | % |   |

 

| **Beneficial Owners of  More than 5%**                                     | ** ** | ** ** | ** ** | **Amount and Nature of  Beneficial Ownership** | ** ** | **Percent of  Class** | ** ** |
|------------------------------------------------------------------------------------------------|------------|------------|------------|--------------------------------------------------------------------|------------|----------------------------|------------|
| BlackRock, Inc.(8)                                                                        |       |       | 17,565,000 |                                                               |       |                       | 12.3       | % |   |
| C. David  Callaham(9)                                                                          |       |       | 9,933,568  |                                                               |       |                       | 7.0        | % |   |
| M.A.G. Capital,  LLC(10)                                                                       |       |       | 11,878,256 |                                                               |       |                       | 8.3        | % |   |
| Merrill  Lynch & Co., Inc. (On behalf of Merrill Lynch Investment  Managers)(11) |       |       | 14,479,000 |                                                               |       |                       | 10.2       | % |   |
| Wellington Management  Company, LLP(12)                                                        |       |       | 13,776,400 |                                                               |       |                       | 9.7        | % |   |

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*                          Lessthan 1%.

(1)                Exceptas otherwise noted and subject to applicable community property laws, eachshareholder has sole voting and investment power with respect to the sharesbeneficially owned. The business address of each director and executive officeris c/o Rentech, Inc., 10877 Wilshire Blvd., Suite 710, Los Angeles,CA 90024.

(2)                If a person hasthe right to acquire shares of common stock subject to options and otherconvertible securities within 60 days of January 15, 2007, then suchshares are deemed outstanding for purposes of computing the percentageownership of that person, but are not deemed outstanding for purposes ofcomputing the percentage ownership of any other person. The following shares ofcommon stock subject to stock options, warrants, restricted stock units andconvertible promissory notes may be acquired within 60 days of January 15,2007 and are included in the table above:

·               ThomasL. Bury—80,000 under options;

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·               RonaldC. Butz—320,000 under options and 102,837 under convertible promissory notes;

·               GeoffreyS. Flagg—125,000 under options;

·               DouglasM. Miller—125,000 under restricted stock units;

·               D.Hunt Ramsbottom—2,082,500 under warrants;

·               MichaelF. Ray—40,000 under options and 82,248 under warrants;

·               RichardO. Sheppard—150,000 under options and 78,333 under restricted stock units;

·               EdwardM. Stern—20,000 under options;

·               ErichW. Tiepel—140,000 under options;

·               HalbertS. Washburn—20,000 under options; and

·               DennisL. Yakobson—510,000 under options and 152,860 under convertible promissorynotes.

       (3)   Information with respect to beneficialownership is based upon information furnished by each shareholder or containedin filings with the Securities and Exchange Commission.

       (4)   Includes 295,000 shares owned by Mr. Butz’sspouse as to which Mr. Butz disclaims beneficial ownership.

       (5)   Includes a warrant held by East CliffAdvisors, LLC for 2,082,500 shares which have vested and excludes a warrantheld by East Cliff Advisors, LLC for 787,500 shares which will vest whenRentech’s stock price reaches $5.25 or higher for twelve consecutive tradingdays. Mr. Ramsbottom is the managing member and has sole investment andvoting power in East Cliff Advisors, LLC. Mr. Ramsbottom disclaimsbeneficial ownership of such shares except to the extent of his pecuniaryinterest therein.

       (6)   Includes 3,000 shares held for the benefit ofMr. Ramsbottom’s children as to which Mr. Ramsbottom disclaimsbeneficial ownership.

       (7)   Includes 7,500 shares held by Mr. Ray’sspouse’s IRA as to which Mr. Ray disclaims beneficial ownership.

       (8)   Based solely on information in a Schedule 13Gfiled by BlackRock, Inc. (“BlackRock”) with the SEC on October 10,2006. BlackRock reports that it has the shared power to vote or to direct thevote of, and the shared power to dispose of or to direct the disposition of,all 17,565,000 shares beneficially owned by it. According to the Schedule 13G,BlackRock is an investment adviser under Section 203 of the InvestmentAdvisers Act and is a parent holding company for a number of investmentmanagement subsidiaries. BlackRock reports that the shares beneficially ownedby it are held by the following investment advisors and subsidiaries ofBlackRock:  BlackRock Advisors LLC,BlackRock Investment Management LLC and BlackRock Investment Management (UK)Ltd. BlackRock’s principal business office address is 40 East 52nd Street, New York, New York 10022.

       (9)   Mr. Callaham’s address is 10804 N.E.Highway 99, Vancouver, Washington 98686. The number of shares reported to bebeneficially owned by Mr. Callaham is based on information provided by Mr. Callahamto Rentech and includes 706,358 shares underlying warrants.

(10)   Based solely on information in a Schedule 13Gfiled by M.A.G. Capital, LLC (“MAG”) with the SEC on May 1, 2006. MAGreports that it has the shared power to vote or to direct the vote of, and theshared power to dispose of or to direct the disposition of, all 11,878,256shares beneficially owned by it. According to the Schedule 13G, the sharesbeneficially owned by MAG are held in part by Mercator Momentum Fund, L.P. andMercator Momentum Fund III, L.P. (together, the “Funds”), 

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Monarch PointeFund, Ltd. (“MPF”), Pentagon Special Purpose Fund, Ltd. (“Pentagon”) and MAG. MAGreports that it is the general partner of the Funds and controls theinvestments of MPF and Pentagon, and that David F. Firestone is the ManagingMember of MAG. MAG’s principal business office address is 555 S. Flower Street,Suite 4200, Los Angeles, California 90071.

(11)   Based solely on information in a Schedule 13Gfiled by Merrill Lynch & Co., Inc. (“ML&Co.”) (on behalf ofMerrill Lynch Investment Managers (“MLIM”)) with the SEC on May 10, 2006. ML&Co.reports that it has the shared power to vote or to direct the vote of, and theshared power to dispose of or to direct the disposition of, all 14,479,000shares beneficially owned by it. According to the Schedule 13G, ML&Co. isan investment adviser under Section 203 of the Investment Advisers Act andis a parent holding company. MLIM reports that it is an operating division ofML&Co.’s indirectly-owned asset management subsidiaries. According to theSchedule 13G, certain of the shares beneficially owned by ML&Co. are heldby the following asset management subsidiaries of ML&Co.:  Merrill Lynch Investment Managers Ltd andFund Asset Management, L.P. ML&Co.’s principal business office address is1331 17th Street, Suite 720, Denver, Colorado80202.

(12)   Based solely on information in a Schedule13G/A filed by Wellington Management Company, LLP (“Wellington”) with the SECon September 11, 2006. Wellington reports that, of the shares itbeneficially owns, it has the shared power to vote or to direct the voteof  7,272,600 of such shares, and theshared power to dispose of or to direct the disposition of, all 13,776,400shares. According to the Schedule 13G/A, Wellington is an investment adviserunder Section 203 of the Investment Advisers Act. Wellington reports thatthe shares beneficially owned by it are owned of record by clients ofWellington, and that those clients have the right to receive, or the power todirect the receipt of dividends from, or the proceeds from the sale of, suchshares. According to the Schedule 13G/A, no client is known to have such rightor power with respect to more than five percent of the shares beneficiallyowned by Wellington. Wellington’s principal business office address is 75 StateStreet, Boston, Massachusetts 02109.

**ITEM 13.**         CERTAINRELATIONSHIPS AND RELATED PARTY TRANSACTIONS

**CertainRelationships and Related Party Transactions**

On October 27, 2005, a convertible promissorynote with principal and accrued interest of $1,073,589 we previously issued to C.David Callaham matured and was converted into 493,332 shares of our commonstock. On July 11, 2006, a convertible promissory note we previouslyissued to Mr. Callaham in the principal amount of $615,000 matured and was convertedinto 1,366,667 shares of our common stock. In addition, we paid $47,852 ofinterest to Mr. Callaham in fiscal year 2006 under the $615,000 principalamount convertible promissory note.

On September 30, 2005, Rentech entered intoagreements with Dennis L. Yakobson and Ronald Butz on terms of theirretirement packages.

Pursuant to Mr. Yakobson’s retirement package, inreturn for Mr. Yakobson’s retirement on December 31, 2005, Rentechhas provided or will provide the following retirement benefits: (1) Rentechagreed to pay severance to Mr. Yakobson of $265,543 for each of the years2006 and 2007. Rentech paid Mr. Yakobson six months severance on his lastday of employment, with monthly payments commencing in the seventh month afterretirement; (2) Rentech paid Mr. Yakobson $250,000 in lieu of certainbenefits and bonus opportunities that would have accrued under his employmentagreement against the exercise price of stock options; (3) Mr. Yakobson’s$80,517 of convertible promissory notes were amended to extend the term (to September 30,2008), and reduce the interest rate (to the prime rate published by the WallStreet Journal); (4) Rentech paid Mr. Yakobson his unfunded deferredcompensation in the amount of $196,358 against the exercise price of stock options;(5) Mr. Yakobson entered into a consulting agreement with Rentechproviding for a monthly fee of $10,000, for a term of one year, commencing on 

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January 1, 2006; and (5) Rentechgranted Mr. Yakobson stock options with a two year term and an exerciseprice of $2.53 per share for 115,000 shares under Rentech’s 2005 Stock OptionPlan, and granted an identical option for 455,000 shares under Rentech’s 2006Incentive Award Plan.

Pursuant to Mr. Butz’ retirement package, inreturn for Mr. Butz’ retirement on December 31, 2005, Rentech hasprovided or will provide the following retirement benefits: (1) Rentechhas paid or will pay severance to Mr. Butz of $235,368 for each of theyears 2006 and 2007; (2) Rentech paid Mr. Butz six months ofseverance on his last day of employment, with monthly payments commencing inthe seventh month after retirement; (3) Rentech paid Mr. Butz$190,000 in lieu of certain benefits and bonus opportunities that would haveaccrued under his employment agreement against the exercise price of stockoptions; (4) Mr. Butz’ $46,745 of convertible promissory notes wereamended to extend the term (to September 30, 2008), and reduce theinterest rate (to the prime rate published by the Wall Street Journal); (5) Rentechpaid Mr. Butz his unfunded deferred compensation in the amount of $130,149against the exercise price of stock options; and (6) Rentech granted Mr. Butzstock options with a two year term and an exercise price of $2.53 per share for75,000 shares under Rentech’s 2005 Stock Option Plan, and granted an identicaloption for 320,000 shares under Rentech’s 2006 Incentive Award Plan.

On August 5, 2005, Rentechentered into a Management Consulting Agreement with Management Resource Center,Inc., a California corporation (“MRC”), of which D. Hunt Ramsbottom was apartner and the principal on the account. Pursuant to the terms of theagreement, Mr. Ramsbottom would provide various management consulting servicesto Rentech. In August 2005, Mr. Ramsbottom exercised his right to assign theagreement to East Cliff Advisors, LLC (“East Cliff”), an entity controlled by Mr. Ramsbottom. As part of the consideration under the agreement, Rentechissued East Cliff a warrant to purchase Rentech common stock. In August 2006,East Cliff notified Rentech that a portion of the warrant had been assigned toa third party. Following the assignment, East Cliff now holds a fully-vestedwarrant to purchase 2,082,500 shares of Rentech common stock and a warrant topurchase 787,500 shares of Rentech common stock which will vest when Rentech’sstock price reaches $5.25 or higher for twelve consecutive trading days. Theexercise price of each of the warrants is $1.82 per share.

On November 15, 2005,Rentech and its wholly-owned subsidiary, Rentech Development Corporation(“RDC”), entered into a Commitment Letter with M.A.G. Capital, LLC and PentagonBernini Fund, Ltd. (the “Investors”), for the purchase by the Investors of$35 million of 14% secured convertible debentures to finance a portion ofthe acquisition price for Royster-Clark Nitrogen, Inc. On November 17,2005 and January 1, 2006, Rentech paid to the Investors $255,000 and$100,000, respectively, of due diligence fees. On April 21, 2006, Rentechpaid to the Investors a break-up fee of $1million to terminate the CommitmentLetter.

**ITEM 14.**         PRINCIPALACCOUNTANT FEES AND SERVICES

**Audit Fees**

The aggregate fees billedby Ehrhardt Keefe Steiner & Hottman P.C. for professional servicesrendered for the audit of Rentech’s consolidated financial statements for thefiscal year ended September 30, 2006 and 2005, and for the audit ofmanagement’s assessment of internal controls, and for reviews of the financialstatements included in Rentech’s quarterly reports on Form 10-Q,assistance with Securities Act filings and related matters, consents issued inconnection with SEC filings, and consultations on financial accounting andreporting standards arising during the course of the audit for those fiscalyears were $504,030 and $264,198, respectively.

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**Audit-RelatedFees**

Audit related fees includebillings for assurance and related services that are reasonably related to theperformance of the audit or review of Rentech’s financial statements, and arenot reported as Audit Fees. No such fees were billed for the fiscal years endedSeptember 30, 2006 and 2005.

**Tax Fees**

The aggregate fees billedby Ehrhardt Keefe Steiner & Hottman P.C. for professional servicesrendered for tax compliance, tax advice, and tax planning were $1,000 for thefiscal year ended September 30, 2006 and $4,335 for the fiscal year ended September 30,2005. These services consisted of assistance in the preparation of federal andstate income tax filings, federal and state tax examination assistance, andother tax planning consultations.

**All Other Fees**

There were no other fees billed by Ehrhardt KeefeSteiner & Hottman P.C. for services rendered to Rentech other than theservices described above.

The Audit Committee’spolicy as to all engagements of the principal accountants is to collectdetailed information before the engagement is made about the specific servicesthat would be provided. With that information and related information, thecommittee decides whether, in its judgment, the independence of the principalaccountant would be impaired by the proposed engagement. If so, the committee’spolicy is to reject the proposed engagement. If not, the Audit Committee willaccept the engagement letter but its policy is to preapprove any services to beprovided that are not covered by the engagement letter.

**PART IV**

**ITEM 15.**         EXHIBITSAND FINANCIAL STATEMENT SCHEDULES

(a)           Financial Statements.See Index to Financial Statements and Schedule at page F-1 of the original10-K.

(b)          Exhibits Required byItem 601 of Regulation S-K. See Index to Exhibits.

(c)           Financial StatementSchedules. See Index to Financial Statements and Schedules at page F-1of the original 10-K.

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

|                             |                                    | RENTECH, INC.          |
|-----------------------------|-----------------------------------------|------------------------|
|                        |                                    | /s/ D. HUNT RAMSBOTTOM |
| Date: January 29, 2007 |                                    | D. Hunt Ramsbottom,    |
|                        | *Chief Executive Officer and President* |

 

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**EXHIBITINDEX**
| 2.1   |   | Stock Purchase Agreement, dated November 5,  2005, by and between Rentech Development Corporation and  Royster-Clark, Inc. (incorporated by reference to Exhibit 2.1 to  Current Report on Form 8-K filed November 9, 2005).                                        |
|-------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.2   |   | Stock Purchase  Agreement, dated August 1, 2005, with REN Holding Corporation  (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed August 9, 2005).                                                                                          |
| 2.3   |   | Purchase and Sale  Agreement, dated September 16, 2005, with RFC-Sand Creek Development,  LLC (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed September 22, 2005).                                                                       |
| 3(i)  |   | Amended and Restated  Articles of Incorporation, dated April 29, 2005 (incorporated by  reference to Exhibit 3(i) to Quarterly Report on Form 10-Q,  for the quarterly period ended March 31, 2005, filed May 9, 2005).                                        |
| 3(ii) |   | Bylaws dated  November 30, 2004 (incorporated by reference to  Exhibit 3(ii) to Annual Report on Form 10-K for the year  ended September 30, 2004 filed December 9, 2004).                                                                                     |
| 4.1   |   | Amended Shareholder  Rights Plan, dated January 18, 2005 (incorporated by reference to  Exhibit 4.2 to Current Report on Form 8-K filed  January 19, 2005).                                                                                                              |
| 4.2   |   | Rights Agreement, dated  January 18, 2005, with ComputerShare Trust (incorporated by reference to  Exhibit 4.2 to Current Report on Form 8-K filed May 23,  2005).                                                                                                       |
| 4.3   |   | Stock Purchase Warrants,  dated November 19, 2004, for December 2004 Short-Term Loan with C.  David Callaham and J.P. Turner & Company LLC (incorporated by  reference to Exhibits 10.3, 10.6 and 10.9 to Current Report on Form 8-K  filed December 16, 2004). |
| 4.4   |   | Promissory Notes, dated  November 19, 2004, for December 2004 Short-Term Loan with C. David  Callaham and J.P. Turner and Company LLC (incorporated by reference to  Exhibits 10.2, 10.5 and 10.9 to Current Report on Form 8-K  filed December 16, 2004).     |
| 4.5   |   | Registration Rights  Agreements for December 2004 Short-Term Loan with C. David Callaham  (incorporated by reference to Exhibits 10.4 and 10.7 to Current Report on  Form 8-K filed December 16, 2004).                                                                       |
| 4.6   |   | Promissory Notes for  December 2004 Short-Term Loan with Geduld Revocable Trust, Geduld  Capital Management LLC and Daniel Kern (incorporated by reference to Exhibits  to 10.1, 10.4 and 10.7 to Current Report on Form 8-K filed  December 7, 2004).                        |
| 4.7   |   | Stock Purchase Warrants  with Geduld Revocable Trust, Geduld Capital Management LLC and Daniel Kern  (incorporated by reference to Exhibits to 10.2, 10.5 and 10.8 to Current  Report on Form 8-K filed December 7, 2004).                                                         |
| 4.8   |   | Registration Rights  Agreements for December 2004 Short-Term Loan with Geduld Revocable  Trust, Geduld Capital Management LLC and Daniel Kern (incorporated by  reference to Exhibits 10.3, 10.6 and 10.9 to Current Report on Form 8-K  filed December 7, 2004).             |
| 4.9   |   | Form of Stock  Purchase Warrant issued to investors in the 1999 private placement of  securities (incorporated by reference to Exhibit 4.2 to Annual Report on  Form 10-K for the year ended September 30, 1999 filed  January 12, 2000).                           |

1

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| 4.10 |   | Form of Convertible  Promissory Note issued under the 2002 private placement of convertible  promissory notes (incorporated by reference to Exhibit 4 to Form S-3/A  Amendment Two to Registration Statement No. 333-85682 filed  October 28, 2002).                                                                                                                        |
|------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.11 |   | Form of Stock  Purchase Warrant for the 2002 private placement of securities (incorporated  by reference to Exhibit 4 to Form S-3/A Amendment Two to  Registration Statement No. 333-85682 filed October 28, 2002).                                                                                                                                                         |
| 4.12 |   | Form of  Registration Rights Agreement (incorporated by reference to Exhibit 4 to  Form S-3/A Amendment Two to Registration Statement No. 333-85682  filed October 28, 2002).                                                                                                                                                                                               |
| 4.13 |   | Form of  Non-statutory Stock Option Agreement (incorporated by reference to  Exhibit 4 to Form S-3/A Amendment Two to Registration  Statement No. 333-85682 filed October 28, 2002).                                                                                                                                                                                        |
| 4.14 |   | Form of Convertible  Promissory Note issued under the 2003 private placement of convertible  promissory notes (incorporated by reference to Exhibit 4.7 to Quarterly  Report on Form 10-Q, for the quarterly period ended  December 31, 2003, filed February 13, 2004).                                                                                                     |
| 4.15 |   | Form of Stock  Purchase Warrant issued under the 2003 private placement of convertible  promissory notes (incorporated by reference to Exhibit 4.8 to Quarterly  Report on Form 10-Q, for the quarterly period ended  December 31, 2003, filed February 13, 2004).                                                                                                          |
| 4.16 |   | Senior Secured Note,  dated September 17, 2004, with Mitchell Hospitality Investments  (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed September 23, 2004).                                                                                                                                                                                      |
| 4.17 |   | Stock Purchase Warrant,  dated September 17, 2004, with Mitchell Technology Investments  (incorporated by reference to Exhibit 10.2 to Current Report on  Form 8-K filed September 23, 2004).                                                                                                                                                                                    |
| 4.18 |   | Registration Rights  Agreement, dated September 17, 2004, with Mitchell Technology  Investments (incorporated by reference to Exhibit 10.3 to Current Report  on Form 8-K filed September 23, 2004).                                                                                                                                                                             |
| 4.19 |   | Subscription Agreement,  dated April 8, 2005, with Mercator Momentum Fund, LP, Mercator Momentum  Fund III, LP, Monarch Pointe Fund, Ltd., Pentagon Special Purpose Fund, Ltd.  and M.A.G. CAPITAL, LLC, for Placement of Preferred Stock (incorporated by  reference to Exhibit 10.1 to Current Report on Form 8-K filed  April 14, 2005).                                      |
| 4.20 |   | Form of Stock  Purchase Warrants, dated April 8, 2005, with Mercator Momentum Fund, LP,  Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., Pentagon Special  Purpose Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred Stock  (incorporated by reference to Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to  Current Report on Form 8-K filed April 14, 2005). |
| 4.21 |   | Registration Rights  Agreement, dated April 8, 2005, with Mercator Momentum Fund, LP,  Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., Pentagon Special  Purpose Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred Stock  (incorporated by reference to Exhibit 10.7 to Current Report on  Form 8-K filed April 14, 2005).                               |
| 4.22 |   | Warrant to Purchase  1,000,000 Shares of Common Stock with DKRW Advanced Fuels LLC, dated  January 12, 2006 (incorporated by reference to Exhibit 2.1 to  Current Report on Form 8-K filed January 19, 2006).                                                                                                                                                                    |

2

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| 10.1   |   | Securities Purchase  Agreement, dated September 22, 2005, with Wellington Management Capital,  LLP (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed September 23, 2005).                                                |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.2   |   | Stock Purchase  Agreement, dated March 8, 2005, with Zinsser Co., Inc.  (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed March 10, 2005).                                                                          |
| 10.3*  |   | Term sheet for Dennis L.  Yakobson retirement benefits (incorporated by reference to Exhibit 10.1  to Current Report on Form 8-K filed October 6, 2005).                                                                                                    |
| 10.4*  |   | Term sheet for Ronald C.  Butz retirement benefits (incorporated by reference to Exhibit 10.2 to  Current Report on Form 8-K filed October 6, 2005).                                                                                                        |
| 10.5   |   | Management and  Consulting Agreement, dated July 29, 2005, with Management Resource  Center, Inc. (incorporated by reference to Exhibit 10.1 to Current  Report on Form 8-K filed August, 11, 2005).                                                   |
| 10.6*  |   | 1994 Stock Option Plan  (incorporated by reference to the exhibits to Form S-18 on  Form SB-2, post-effective Amendment No. 5 to Registration  Statement No. 33-37150-D).                                                                              |
| 10.7*  |   | 1996 Stock Option Plan  (incorporated by reference to Exhibit 99.2 to Current Report on  Form 8-K dated December 18, 1996).                                                                                                                                 |
| 10.8*  |   | 1998 Stock Option Plan  (incorporated by reference to Exhibit 4.1 to Form S-8).  Registration Statement No. 333-95537.                                                                                                                                      |
| 10.9*  |   | 2001 Stock Option Plan  (incorporated by reference to Exhibit 10.5 to Annual Report on Form 10-K  for the year ended September 30, 2002 filed December 24, 2002).                                                                                      |
| 10.10* |   | 2003 Stock Option Plan  (incorporated by reference to Exhibit 10.6 to Annual Report on  Form 10-K for the year ended September 30, 2002 filed  December 24, 2002).                                                                                     |
| 10.11  |   | License Agreement, dated  October 8, 1998, with Texaco Natural Gas, Inc. (incorporated by  reference to Exhibit 10.10 to Annual Report on Form 10-KSB,  No. 000-19260, for the year ended September 30, 1998, filed  January 13, 1999). |
| 10.12  |   | Technical Services  Agreement, dated June 14, 1999, between Rentech and Texaco Energy  Systems, Inc. (incorporated by reference to Exhibit 10.7 to Annual  Report on Form 10-K for the year ended September 30, 2001).                            |
| 10.13  |   | Services Contract, dated  June 7, 2004, with Wyoming Business Council (incorporated by reference  to Exhibit 10.9 to the Current Report on Form 8-K filed  June 7, 2004).                                                                              |
| 10.14  |   | Memorandum of  Understanding, dated April 29, 2005, with Baard Generation L.L.C  (incorporated by reference to Exhibit 10.22 to Annual Report on  Form 10-K for the year ended September 30, 2005 filed  December 9, 2005).                       |
| 10.15  |   | Memorandum of  Understanding, dated January 20, 2004, with Jacobs Engineering U.K.  Limited (incorporated by reference to Exhibit 10 to Current Report on  Form 8-K filed January 29, 2004).                                                           |
| 10.16  |   | Convertible Promissory  Note, dated May 20, 2005, to Michael Ray (incorporated by reference to  Exhibit 10.17 to Current Report on Form 8-K filed  May 20, 2005).                                                                                      |
| 10.17  |   | Convertible Promissory  Note, dated May 20, 2005, to David Zimel (incorporated by reference to  Exhibit 10.18 to Current Report on Form 8-K filed  May 20, 2005).                                                                                      |

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| 10.18   |   | Stock Purchase Warrants  (incorporated by reference to Exhibits 10.1 through 10.16 to Current Report  on Form 8-K filed May 20, 2005).                                                                                                                                                 |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.19*  |   | 1990 Stock Option Plan  (incorporated by reference to the exhibits to Form S-18  Registration Statement No. 33-37150).                                                                                                                                                                 |
| 10.20*  |   | 2005 Stock Option Plan  (incorporated by reference to Exhibit 10.34 to Quarterly Report on  Form 10-Q for the fiscal quarter ended December 31, 2004  filed February 9, 2005).                                                                                               |
| 10.21   |   | Amendment effective  March 1, 2005 to Stock Purchase Agreement, dated December 10, 2004,  with Royster-Clark, Inc. (incorporated by reference to Exhibit 10.1  to Current Report on Form 8-K filed March 3, 2005).                                                 |
| 10.22   |   | Amendment effective  February 17, 2005 to Stock Purchase Agreement, dated December 10,  2004, between Rentech Development Corporation and Royster-Clark, Inc.  (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed February 22, 2005). |
| 10.23   |   | Amendment effective  January 18, 2005 to Stock Purchase Agreement, dated December 10,  2004, between Rentech Development Corporation and Royster-Clark, Inc.  (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed January 27, 2005).   |
| 10.24   |   | Stock Purchase  Agreement, dated December 10, 2004, between Rentech Development  Corporation and Royster-Clark, Inc. (incorporated by reference to  Exhibit 10.1 to Current Report on Form 8-K filed  December 16, 2004).                                               |
| 10.25   |   | Promissory Note with C.  David Callaham (incorporated by reference to the Exhibit 10.2 to  Form 8-K filed December 10, 2004).                                                                                                                                                     |
| 10.26** |   | Form of  Distribution Agreement by and between Rentech Development Inc. and  Royster-Clark Resources LLC (incorporated by reference to Exhibit 10.40  to Annual Report on Form 10-K for the year ended  September 30, 2005 filed December 9, 2005).                     |
| 10.27   |   | Stock Option Agreement,  dated December 10, 2004, with Royster-Clark Inc. (incorporated by  reference to Exhibit 10.8 to Current Report on Form 8-K filed  December 16, 2004).                                                                                               |
| 10.28   |   | Termination Agreement  for FT Solutions, LLC dated January 10, 2006, by and between Headwaters  Technology Innovation Group, Inc. and Rentech, Inc (incorporated by  reference to Exhibit 10.1 to Current Report on Form 8-K filed  January 17, 2006).                  |
| 10.29** |   | Master License Agreement  with DKRW Energy LLC and DKRW Advanced Fuels LLC, dated January 12, 2006  (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed January 19, 2006).                                                                       |
| 10.30** |   | License Agreement with  Medicine Bow Fuel & Power, LLC, dated January 12, 2006  (incorporated by reference to Exhibit 10.2 to Current Report on  Form 8-K filed January 19, 2006).                                                                                  |
| 10.31   |   | Project Development  Participation Agreement with DKRW Advanced Fuels LLC, dated January 12,  2006 (incorporated by reference to Exhibit 10.3 to Current Report on  Form 8-K filed January 19, 2006).                                                                        |
| 10.32*  |   | Employment Agreement  with D. Hunt Ramsbottom, Jr. dated January 20, 2006 (incorporated  by reference to Exhibit 99.1 to Current Report on Form 8-K  filed January 26, 2006).                                                                                           |
| 10.32*  |   | Employment Agreement  with Douglas M. Miller dated January 20, 2006 (incorporated by reference  to Exhibit 99.2 to Current Report on Form 8-K filed  January 26, 2006).                                                                                                      |

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| 10.33* |   | Employment Agreement  with Richard O. Sheppard dated March 1, 2006 (incorporated by reference  to Exhibit 99.1 to Current Report on Form 8-K filed  March 14, 2006).                                                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.34* |   | Employment Agreement  with Kevin M. Smith dated January 20, 2006 (incorporated by reference to  Exhibit 99.3 to Current Report on Form 8-K filed  January 26, 2006).                                                                                             |
| 10.35  |   | First Amendment to the  Stock Purchase Agreement dated November 5, 2005, by and between Rentech  Development Corporation and Royster-Clark, Inc. (incorporated by  reference to Exhibit 2.2 to Registration Statement on Form S-3  filed March 20, 2006).   |
| 10.36  |   | Second Amendment to the  Stock Purchase Agreement dated November 5, 2005, by and between Rentech  Development Corporation and Royster-Clark Nitrogen, Inc. (incorporated  by reference to Exhibit 2.1 to Current Report on Form 8-K  filed March 14, 2006). |
| 10.37  |   | Third Amendment to the  Stock Purchase Agreement dated November 5, 2005, by and between Rentech  Development Corporation and Royster-Clark Nitrogen, Inc. (incorporated  by reference to Exhibit 2.2 to Current Report on Form 8-K filed  March 14, 2006).  |
| 10.38* |   | 2006 Incentive Award  Plan (incorporated by reference to Exhibit E to the Company’s Definitive  Proxy Statement filed on March 15, 2006).                                                                                                                             |
| 10.39  |   | Amendment to amended  Rights Agreement dated April 13, 2006 (incorporated by reference to  Exhibit 4.1 to Current Report on Form 8-K filed  April 18, 2006).                                                                                                     |
| 10.40  |   | Indenture dated  April 18, 2006, with Wells Fargo Bank, National Association, as Trustee  (incorporated by reference to Exhibit 4.2 to Current Report on  Form 8-K filed April 18, 2006).                                                                        |
| 10.41  |   | Officers’ Certificate to  Indenture dated April 18, 2006 to Indenture (incorporated by reference  to Exhibit 4.3 to Current Report on Form 8-K filed  April 18, 2006).                                                                                      |
| 10.42  |   | Form of 4.00%  Convertible Senior Note Due 2013 (incorporated by reference to  Exhibit 4.4 to Current Report on Form 8-K filed  April 18, 2006).                                                                                                                 |
| 10.43* |   | Compensation Plan for  Outside Directors (incorporated by reference to Item 1.01 to Current Report  on Form 8-K filed April 19, 2006).                                                                                                                                     |
| 10.44  |   | Lease Agreement dated as  of April 21, 2006 with Center West (incorporated by reference to  Exhibit 99.1 to Current Report on Form 8-K filed  April 21, 2006).                                                                                                   |
| 10.45  |   | Rider to the Lease  Agreement dated as of April 21, 2006 with Center West (incorporated by  reference to Exhibit 99.2 to Current Report on Form 8-K filed  April 21, 2006).                                                                                      |
| 10.46  |   | Financing Agreement  dated as of April 26, 2006 by and between Rentech Energy Midwest  Corporation and The CIT Group/Business Credit, Inc. (incorporated by  reference to Exhibit 10.1 to Current Report on Form 8-K filed  May 2, 2006).                   |
| 10.47* |   | Employment Agreement  with I. Merrick Kerr dated May 15, 2006 (incorporated by reference to  Exhibit 99.1 to Current Report on Form 8-K filed May 17,  2006).                                                                                                    |
| 10.48* |   | Form of Stock  Option Grant Notice and Stock Option Agreement under 2006 Incentive Award  Plan (incorporated by reference to Exhibit 10.1 to Current Report on  Form 8-K filed July 20, 2006).                                                                   |
| 10.49* |   | First Amendment to the  Rentech, Inc. 2006 Incentive Award Plan (incorporated by reference to  Exhibit 10.1 to Current Report on Form 8-K filed  September 14, 2006).                                                                                            |

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| 10.50   |   | Equity Purchase  Agreement dated November 15, 2006 with PML Exploration Services, LLC  (incorporated by reference to Exhibit 2.1 to Current Report on  Form 8-K filed November 16, 2006).                                                                        |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.51   |   | Commitment Letter by and  among Rentech, Inc., Rentech Development Corporation. M.A.G Capital, LLC  and Pentagon Bernini Fund, Ltd. Dated November 15, 2005 (incorporated by  reference to exhibit 10.1 to Current Report on Form 8-K filed  November 16, 2005). |
| 14      |   | Code of Ethics  (incorporated by references to Exhibit 14 to Annual Report on  Form 10-K for the year ended September 30, 2004 filed  December 9, 2004).                                                                                                         |
| 21***   |   | Subsidiaries of  Rentech, Inc.                                                                                                                                                                                                                                                  |
| 23***   |   | Consent of Independent  Registered Public Accounting Firm.                                                                                                                                                                                                                           |
| 31.1    |   | Certification of  President and Chief Executive Officer Pursuant to Rule 13a-14 or  Rule 15d-14(a).                                                                                                                                                                        |
| 31.2    |   | Certification of Chief  Financial Officer pursuant to Rule 13a-14 or Rule 15d-14(a).                                                                                                                                                                                       |
| 32.1*** |   | Certification of  President pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                 |
| 32.2*** |   | Certification of Chief  Financial Officer pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                   |

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*                    Managementcontract or compensatory plan or arrangement.

**             Certain portions ofthis Exhibit have been omitted and filed separately under an applicationfor confidential treatment.

***      Previously filed.

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