RENTECH INC /CO/, S-8, 2000-01-27

RENTECH INC /CO/
S-8, 2000-01-27
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS

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As filed with the Securities and Exchange Commission on January 27, 2000

File No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under The Securities Act of 1933

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

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

1331 17th Street, Suite 720, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

1998 Stock Option Plan
(Full title of the plan)

Loren L. Mall
Brega & Winters P.C.
1700 Lincoln Street, Suite 2222
Denver, Colorado 80203
(Name and address of agent for service)

(303) 866-9400
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Amount Offering Aggregate Registration
Securities to to be Price Offering Fee
be Registered Registered Per Unit (1) Price(1)
------------- ---------- ------------ --------- ------------

Common Stock, 500,000 $.69 $345,000 $91.08
$.01 par value shares

(1) Estimated solely for purposes of calculation of the registration
fee. Based upon the closing price of the Common Stock on NASDAQ on
January 24, 2000, pursuant to Rule 457(c) of the Securities Act
of 1933.

<PAGE>
PAGE 2

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The Company has provided or will provide a written statement to
participants who are issued options to purchase shares of its common
stock from it according to the terms of the 1998 Stock Option Plan that
the Company will furnish them without charge, upon oral or written
request, copies of the documents incorporated in this registration
statement by reference in Item 3 of Part II, and stating that these
documents are incorporated into the Section 10(a) prospectus. The
Company will also make available without charge, upon oral or written
request, other documents required to be delivered to employees pursuant
to Rule 428(b). Such documents are available from the Company's
administrative office at 1331 17th Street, Suite 720, Denver, Colorado
80202, telephone number (303) 298-8008.

Item 2. Registrant Information and Employee Plan Annual Information.

<PAGE>

PAGE 3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are deemed to be incorporated by reference
in this registration statement and to be a part hereof.

1. The Company's Form 10-KSB for the fiscal year ended September
30, 1999.

2. The Company's Form 8-K dated October 12, 1999.

3. The Company's Form 8-K dated November 16, 1999.

4. The Company's Form 8-K dated November 24, 1999.

5. The description of the registrant's common stock as contained in
the registrant's registration statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the registrant with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Brega & Winters P.C., general counsel to the Company, has rendered
an opinion in connection with this registration statement that the Shares
being offered, upon issuance and payment therefor, will be duly
authorized, validly issued, fully paid and non-assessable. A lawyer
associated with Brega & Winters P.C. beneficially owns 283,052 Shares of
the Company's common stock.

<PAGE>
PAGE 4

Item 6. Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract or other
arrangements under which any controlling persons, director or officer of
the Registrant is insured or indemnified in any matter against liability
which he may incur in his capacity as such is as follows:

(a) As allowed by Colorado law, the Articles of Incorporation
contain a provision which eliminates the personal liability of directors
to the Company or its shareholders for monetary damages for certain
breaches of fiduciary duty as a director. That provision does not
eliminate liability for breach of the director's duty of loyalty; acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; certain acts specified in the Colorado Business
Corporation Act; or any transaction from which the director derived an
improper personal benefit. In addition, the Articles of Incorporation
provide indemnification for directors and officers to the fullest extent
allowed by law. In general terms, indemnification is required if the
director is successful in the defense of the claim made against him. A
corporation may indemnify if the director conducted himself in good
faith; he reasonably believed, in the case of conduct in his official
capacity with the corporation, that his conduct was in the corporation's
best interests, or in all other cases, that his conduct was at least not
opposed to the best interests of the corporation; and in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct
was unlawful. However, indemnification is not allowed where the director
was adjudged liable to the corporation or was adjudged liable on the
basis that personal benefit was improperly received by him.
Indemnification can include costs and legal fees incurred by the
director. The corporation may advance the cost of defense and may
indemnify officers, employees and agents of the corporation who are not
directors to the same extent as a director.

(b) The Certificate of Incorporation and Bylaws of the Registrant
generally require indemnification of officers and directors to the
fullest extent allowed by law.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1 Stock Option Agreement for Grant of Options Under the 1998
Stock Option Plan for Nonstatutory Stock Options.

4.2 Stock Option Agreement for Grant of Options Under the 1998
Stock Option Plan for Incentive Stock Options.

5.1 Legality Opinion of Brega & Winters P.C.

23.1 Consent of Brega & Winters P.C. (included in Exhibit 5.1 to
this Registration Statement)

23.2 Consent of Independent Certified Public Accountants.

<PAGE>
PAGE 5

24.1 General Power of Attorney.

99.1 Form of prospectus for the reoffer of control securities.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

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

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

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

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

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

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

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is

<PAGE>
PAGE 6

incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

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

<PAGE>
PAGE 7
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado on the 26th day of January, 2000.

RENTECH, INC.

By: (signature)
------------------------------
Dennis L. Yakobson, President
and Chief Executive Officer

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

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

(signature)
---------------------- President, Chief Executive February 26, 2000
Dennis L. Yakobson Officer and Director

(signature)
---------------------- Vice President, Chief February 26, 2000
Ronald C. Butz Operating Officer,
Secretary and Director

(signature)
---------------------- Director February 26, 2000
John J. Ball

(signature)
---------------------- Director February 26, 2000
John P. Diesel

(signature)
---------------------- Vice President - Finance, February 26, 2000
James P. Samuels Chief Financial Officer

(signature)
---------------------- Director February 26, 2000
Douglas L. Sheeran

(signature)
---------------------- Director February 26, 2000
Erich W. Tiepel

<PAGE>
PAGE 8

Exhibit 4.1

SECURITIES ISSUED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("THE ACT"), AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.

RENTECH, INC.

NONSTATUTORY STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT, hereinafter referred to as the "Option"
or the "Agreement," is entered into on -------------------------, -----,
between RENTECH, INC., a Colorado corporation ("the Company"), and -----
--------- -------------------------------------------- ("the Optionee"),
whose address is ------------------------------------------------------
----------------------------------------------------------------------.

Pursuant to the terms of the Rentech, Inc. 1998 Stock Option Plan
("Plan"), the Company hereby grants a nonstatutory stock option to
purchase -------------------- shares of common stock of the Company, $.01
par value per share ("Common Stock"), to the Optionee at the price and in
all respects subject to the terms, definitions and provisions of the
Agreement ("Option").

1. Option Price. The option price is $---------- for each share.
For purposes of this Agreement, but only if and to the extent applicable,
the fair market value of such common stock shall be determined as
follows: (i) if the common stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange,
then the market value shall be the last reported sale price of the common
stock on the composite tape of such exchange, or, if no such sale is made
on any trading day, the average closing bid and asked prices for such day
on the composite tape of such exchange; or (ii) if the common stock is
not so listed or admitted to unlisted trading privileges, the market
price shall be the average of the last reported bid and asked prices
reported by the National Association of Securities Dealers Quotation
System (or if not quoted on NASDAQ, by the National Quotation Bureau,
Inc. or other reporting medium); or (iii) otherwise the market price
shall be an amount not less than book value determined in such reasonable
manner as may be prescribed by the board of directors of the Company,
such determination to be final and binding upon the Optionee.

<PAGE>
PAGE 9

2. Option Period. The option period during which this Option may
be exercised shall be ---------- years from date of this grant, expiring
at 12:00 o'clock p.m. on -------------------------, ----------, Denver
time. The Option granted shall be void if not exercised during the
option period.

3. Exercise of Option. Unless the Option is terminated as provided
pursuant to this Agreement, an Optionee may exercise this option for up
to, but not in excess of, the amounts of shares subject to the Option.
The Option may be exercised, in whole or in part, and at any time and
from time to time within its term but it shall not be exercisable after
the expiration of ----- years from the date on which it was granted.

(a) Right to Exercise. Options shall be exercisable only during
the option period by the Optionee:

(i) while the Optionee is in "continuous employment with the
Company;" provided, however, if the Optionee's employment is terminated
by Optionee for cause or by the Company without cause, the Optionee shall
have a period of three months from the date Optionee's employment
terminates in which to exercise the Option to the extent the Option was
exercisable at the time of termination, but in no event later than the
expiration of the option period. If the Optionee should die during this
three-month period, the Option may be exercised by the person or persons
to whom the rights under the Option passed by will or the laws of descent
and distribution to the same extent and during the same period the
Optionee could have exercised the Option had Optionee not died. In the
event the Optionee should terminate employment by the Company without
cause or the Company should terminate Optionee's employment with cause,
then all unexercised Options granted to Optionee shall be forfeited and
canceled effective upon such termination. For purposes of this section,
"continuous employment with the Company" shall mean the absence of any
interruption or termination of employment by the Company. Continuous
employment shall not be considered interrupted in the case of transfer of
the duties of the Optionee among the Company and any of its Subsidiary
Corporations or during leave of absence for a company-approved purpose.

Except as otherwise provided, the option period shall terminate upon the
Optionee's termination of employment if that date is earlier than the
term of the Option.

(ii) If the Optionee should die or become permanently totally
disabled while employed by the Company, any Option or unexercised portion
thereof, to the extent exercisable at the time of the Optionee's death or
disability, may be exercised by Optionee, the Optionee's conservator or
legal guardian or by the person or persons to whom the Optionee's rights
under the Option passed by will or the laws of descent and distribution
not later than twelve months after the Optionee's death or not later than
twelve months after the Optionee's disability, but in no event later than
the expiration of the option period.

<PAGE>
PAGE 10

(b) Change in Control. In the event that the Company or
substantially all of its assets are sold or there is a change in control
of the Company, as evidenced by a change of fifty percent (50%) or more
in the ownership of the issued and outstanding shares of the Company's
common stock or memberships on the Company's board of directors in any
one transaction or series of related transactions, this Option shall,
upon such occurrence, become exercisable in full, notwithstanding any
other provisions of this Agreement to the contrary.

(i) State the election to exercise the Option, the number of
shares in respect of which it is being exercised (which must be in
multiples of one hundred shares), the person in whose name the stock
certificate or certificates for such shares of common stock is to be
registered, with that person's address and Social Security number (or if
more than one, the names, addresses and Social Security numbers of such
persons);

(ii) Contain such representations and agreement as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;

(iii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise the
Option.

Payment of the purchase price of any shares with respect to which
the Option is being exercised shall be by cash or certified check,
previously acquired shares of the Common Stock having a fair market value
equal to the option price, or previously acquired shares of Common Stock
having a fair market value less than the option price, plus cash or
certified check for the balance of the option price, and shall be
delivered with the notice of exercise. The certificate or certificates
for shares of Common Stock as to which the Option shall be exercised
shall be registered in the name of the person or persons exercising the
Option.

(d) Restrictions on Exercise. As a condition to exercise of this
Option, the Company may require the person exercising this Option to make
any representation and warranty to the Company as may be required by any
applicable law or regulation.

4. Nontransferability of Option. This Option may not be
transferred in any manner and may be exercised during the lifetime of the
Optionee only by the Optionee and after death of the Optionee by the
person or persons to whom the Optionee's rights under the Option passed
by will or the laws of descent and distribution.

<PAGE>
PAGE 11

5. Adjustments Upon Changes in Capitalization. Whenever there is
any change in the outstanding shares of Common Stock of the Corporation
by reason of a stock dividend or split, recapitalization,
reclassification, or other similar corporate change, the aggregate number
of shares that can thereafter be purchased, and the option price per
share, under each Option that has been previously granted and not
exercised, and every number of shares used in determining whether a
particular Option is grantable thereafter, shall be appropriately
adjusted. The adjustment shall be made by the Company's Board of
Directors, and their determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole
share. In any such case, the number and kind of shares that are subject
to any Option (including any Option outstanding after termination of
employment) and the option price per share shall be proportionately and
appropriately adjusted without any change in the aggregate option price
to be paid therefor upon exercise of the Option.

6. Notices. Each notice relating to this Agreement shall be in
writing and delivered in person or by certified mail to the proper
address. Each notice shall be deemed to have been given on the date it
is received. Each notice to the Company shall be addressed to it at its
principal office, attention of the Secretary. Each Optionee or other
person or persons then entitled to exercise the Option shall be addressed
to the Optionee or such other person or persons at the Optionee's address
set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to
that effect.

7. Benefits of Agreement. This Agreement shall inure to the benefit
of and be binding upon each successor of the Company. All obligations
imposed upon the Optionee and all rights granted to the Company under
this Agreement shall be binding upon the Optionee's heirs, legal
representatives and successors. This Agreement shall be the sole and
exclusive source of any and all rights which the Optionee, and heirs,
legal representatives, or successors of Optionee may have in respect to
the plan or any options or Common Stock granted or issued thereunder,
whether to Optionee or any other person.

8. Incorporation of Plan. This Agreement is made subject to the
provisions of the Plan, the terms of which are incorporated herein by
reference to the extent they apply to nonstatutory stock options.
Capitalized terms used in the Plan shall have the same meaning, when used
in this Agreement, as in the Plan. In the event of conflict between
provisions of the Plan and provisions of this Agreement, the provisions
of the Plan shall control.

9. Resolution of Disputes. Any dispute or disagreement which
should arise under, or as a result of, or in any way relate to, the
interpretation, construction or applicability of this Agreement will be
determined by the stock option committee appointed by the by the Board of
Directors of the Company. Any such determination made by the Committee
shall be final, binding, and conclusive for all purposes.

10. Approval of Stockholders. If an option is granted by this
Agreement prior to approval of the stockholders of the Plan, the option
granted shall be null and void unless stockholder approval is obtained
within twelve months after the Plan was adopted.

<PAGE>
PAGE 12

11. Investment Representation; Legend. Optionee represents and
agrees that all shares of Common Stock purchased by Optionee under this
Agreement will be purchased for investment purposes only and not with a
view to distribution or resale. The Company may require that an
appropriate legend be inscribed on the face of any certificate issued
under this Agreement, indicating that transfer of the shares is
restricted, and may place an appropriate stop transfer order with the
Company's transfer agent with respect to such shares.

12. No Guarantee. This Agreement shall in no way restrict the
right of the Company to terminate Optionee's relationship with it,
whether as an Employee or Consultant.

IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above
written.

OPTIONEE: RENTECH, INC.

----------------------------- By: -----------------------------
Dennis L. Yakobson, President

<PAGE>
PAGE 13

RENTECH, INC.

NOTICE OF EXERCISE OF STOCK OPTION ISSUED

To: Stock Option Committee
Rentech, Inc.

I hereby exercise my Option dated ---------------------- to purchase
-------------------- shares of $.01 par value common stock of the Company
at the option exercise price of $------------ per share. Enclosed is a
certified or cashier's check in the total amount of $------------, or
payment in such other form as the Company has specified and agreed to
accept, which is described at the bottom of this notice.

I represent to you that I am acquiring said shares for investment
purposes and not with a view to any distribution thereof. I understand
that my stock certificate may bear an appropriate legend restricting the
transfer of my shares and that a stop transfer order may be placed with
the Company's transfer agent with respect to such shares.

I request that my shares be issued in the name of:

------------------------------------------------------------
(Print your name in the form in which you wish
to have the shares registered)

-------------------------
(Social Security Number)

------------------------------------------------------------
(Street and Number)

------------------------------------------------------------
(City) (State) (Zip Code)

Dated: --------------------, 200--.

Signature: ------------------------------

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PAGE 14

Exhibit 4.2

RENTECH, INC.

INCENTIVE STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT, hereinafter referred to as the "Option"
or the "Agreement," is entered into on --------------------, -----,
between RENTECH, INC., a Colorado corporation ("the Company"), and -----
---------------------------------- ("the Optionee"), whose address is ---
------------------------------------------------------------------------.

Pursuant to the terms of the Rentech, Inc. 1998 Stock Option Plan
("Plan"), the Company hereby grants an incentive stock option to purchase
--------------- shares of common stock of the Company, $.01 par value per
share ("Common Stock"), to the Optionee at the price and in all respects
subject to the terms, definitions and provisions of the Agreement
("Option").

1. Option Price. The option price is $-------- for each share,
which is not less than the fair market value of the Company's stock on
--------------------, --------, the date this Option was granted. For
purposes of this Agreement, the fair market value of such common stock
shall be determined as follows: (i) if the common stock is listed on a
national securities exchange or admitted to unlisted trading privileges
on such exchange, then the market value shall be the last reported sale
price of the common stock on the composite tape of such exchange, or, if
no such sale is made on any trading day, the average closing bid and
asked prices for such day on the composite tape of such exchange; or (ii)
if the common stock is not so listed or admitted to unlisted trading
privileges, the market price shall be the average of the last reported
bid and asked prices reported by the National Association of Securities
Dealers Quotation System (or if not quoted on NASDAQ, by the National
Quotation Bureau, Inc. or other reporting medium); or (iii) otherwise the
market price shall be an amount not less than book value determined in
such reasonable manner as may be prescribed by the board of directors of
the Company, such determination to be final and binding upon the
Optionee.

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PAGE 15

2. Option Period. The option period during which this Option may
be exercised shall be ----- years from date of this grant, expiring at
12:00 o'clock p.m. on -----------------------, -------,. Denver time.
The Option granted shall be void if not exercised during the option
period.

(a) Right to Exercise. Options shall be exercisable only during
the option period by the Optionee:

Except as otherwise provided, the option period shall terminate upon the
Optionee's termination of employment if that date is earlier than the
term of the Option.

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PAGE 16

(ii) Contain such representations and agreement as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;

(e) $100,000 Limitation. Notwithstanding anything to the contrary
contained herein, the total fair market value (determined as of the date
this Option was granted) of shares of stock with respect to which this
Option shall become exercisable for the first time during any calendar
year shall not exceed $100,000. If in any calendar year shares of stock
having a fair market value of more than $100,000 would become
exercisable, but for the limitations of this section, this Option shall
be exercisable only for shares having a fair market value not exceeding

<PAGE>
PAGE 17

$100,000, and this Option shall become exercisable with respect to any
excess shares in the next succeeding calendar year, provided that the
$100,000 limitation shall also be applied to such calendar year. Subject
to the term of this Option, such carryovers shall be made to succeeding
calendar years, including carryovers of amounts from previous calendar
years, without limitation.

8. Incorporation of Plan. This Agreement is made subject to the
provisions of the Plan, the terms of which are incorporated herein by
reference to the extent they apply to incentive stock options.

<PAGE>
PAGE 18

Capitalized terms used in the Plan shall have the same meaning, when used
in this Agreement, as in the Plan. In the event of conflict between
provisions of the Plan and provisions of this Agreement, the provisions
of the Plan shall control.

12. No Guarantee. This Agreement shall in no way restrict the
right of the Company to terminate Optionee's relationship with it,
whether as an Employee or Consultant.

IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above
written.

OPTIONEE: RENTECH, INC.

------------------------ By: ------------------------------
Dennis L. Yakobson, President

<PAGE>
PAGE 19

RENTECH, INC.

NOTICE OF EXERCISE OF STOCK OPTION ISSUED

To: Stock Option Committee
Rentech, Inc.

I hereby exercise my Option dated --------------------- to purchase
--------------- shares of $.01 par value common stock of the Company at
the option exercise price of $---------- per share. Enclosed is a
certified or cashier's check in the total amount of $----------, or
payment in such other form as the Company has specified and agreed to
accept, which is described at the bottom of this notice.

I request that my shares be issued in the name of:

-------------------------------------------------------------
(Print your name in the form in which you wish
to have the shares registered)

-------------------------------------------------------------
(Social Security Number)

-------------------------------------------------------------
(Street and Number)

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

(City) (State) (Zip Code)

Dated: ---------------, 20--

Signature: -------------------------------

<PAGE>
PAGE 20

EXHIBIT 5.1
OPINION OF ATTORNEYS

Exhibit 5.1

January 27, 2000

Rentech, Inc.
1331 17th Street, Suite 720
Denver, CO 80202

Gentlemen:

We have acted as counsel to Rentech, Inc., a Colorado corporation
(the "Company"), with respect to the legality of 500,000 shares of Common
Stock, par value $.01 per share (the "Shares"), to be offered by the
Company pursuant to its 1998 Stock Option Plan, registered in its
Registration Statement on Form S-8 and being offered by the Prospectus
delivered to employees of the Company.

In our opinion, the Shares being offered, upon issuance and payment
therefor, will be duly authorized, validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

(signature)

BREGA & WINTERS P.C.

<PAGE>
PAGE 21

EXHIBIT 23.2
Consent of Independent Certified Public Accountants

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Stockholders and Board of Directors
Rentech, Inc.
Denver, Colorado

We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement of our
report dated November 12, 1999, except for Note 12 which is as of January
12, 2000, relating to the consolidated financial statements of Rentech,
Inc. appearing in the Company's Annual Report on Form 10-KSB for the year
ended September 30, 1999.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

/s/ BDO Seidman, LLP

Denver, Colorado
January 27, 2000

<PAGE>

Exhibit 24.1
GENERAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby authorizes, constitutes and appoints Dennis L. Yakobson and
Ronald C. Butz, and each of them, his true and lawful attorney-in-fact
and agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign this
Registration Statement for the registration under the Securities Act of
1933, as amended, of Common Stock of Rentech, Inc. and any and all
pre-effective and post-effective amendments to this Registration Statement,
together with any and all exhibits thereto and other documents required
to be filed with respect hereto and thereto and to file the same with the
Securities and Exchange Commission and any other regulatory, granting
unto said attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or each of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof and incorporate such changes as any of the said
attorneys-in-fact deems appropriate.

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

Signature Title Date

(signature)
-------------------- President, Chief Executive February 26, 2000
Dennis L. Yakobson Officer and Director

(signature)
-------------------- Vice President, Chief February 26, 2000
Ronald C. Butz Operating Officer, Secretary
and Director

(signature)
-------------------- Vice President - Finance, February 26, 2000
James P. Samuels Chief Financial Officer

(signature)
-------------------- Director February 26, 2000
John J. Ball

(signature)
-------------------- Director February 26, 2000
Erich W. Tiepel

(signature)
-------------------- Director February 26, 2000
John P. Diesel

(signature)
-------------------- Director February 26, 2000
Douglas L. Sheeran

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PAGE 23

Exhibit 99.1
P R O S P E C T U S

RENTECH, INC.
500,000 Shares Common Stock ($.01 par value)

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.
SEE RISK FACTORS BEGINNING AT PAGE 4

This Prospectus relates to 500,000 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), of RENTECH, INC.
(the "Company"). The Selling Shareholders are identified in this
Prospectus under the heading "Selling Shareholders." The Shares may be
offered by Selling Shareholders from time to time: (i) in transactions
in the over-the-counter market, on the automated inter-dealer system on
which shares of Common Stock of the Company are then listed, in
negotiated transactions, or a combination of such methods of sale, and
(ii) at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or
through securities broker-dealers. Such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders and/or the purchasers of the Shares for whom
such broker-dealers may act as agent or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer might be in
excess of customary commissions). See "Selling Shareholders" and "Plan
of Distribution." Selling Shareholders may also sell such shares
pursuant to Rule 144 or Rule 144A under the Securities Act of 1933 if the
requirements for the availability of such rules have been satisfied.

The Shares were issued to the Selling Shareholders upon exercise of
options granted to them under the Company's employee benefit plans. None
of the proceeds from the sale of the Shares by the Selling Shareholders
will be received by the Company. The Company has, however, received the
net proceeds from the exercise of the stock options described herein
under "Use of Proceeds." The Company has agreed to bear all expenses
(other than underwriting discounts, selling commissions, and underwriter
expense allowance, and fees and expenses of counsel and other advisers to
the Selling Shareholders) in connection with the registration and sale of
the Shares being offered by the Selling Shareholders. The Company has
agreed to indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

The Common Stock of the Company is listed and traded on the Nasdaq
OTC Bulletin Board, under the symbol "RNTK." On January 24, 2000, the
last reported sale price of the Common Stock was $.6875 per share.

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PAGE 24

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is January 27, 2000

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and
other information concerning the Company can be inspected and copied at
Room 1024 of the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices in Denver
(Suite 4800, 1801 California Street, Denver, Colorado 80202), New York
(Room 1228, 75 Park Place, New York, New York 10007), and Chicago (Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60621-2511), and copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. This Prospectus does not
contain all information set forth in the Registration Statement of which
this Prospectus forms a part and exhibits thereto which the Company has
filed with the Commission under the Securities Act and to which reference
is hereby made.

DOCUMENTS INCORPORATED BY REFERENCE

The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner,
upon the written or oral request of such person, a copy of any or all of
the documents incorporated by reference herein (other than exhibits to
such documents, unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates).
Requests should be directed to:

Rentech, Inc.
1331 17th Street, Suite 720
Denver, Colorado 80202
Telephone number: (303) 298-8008
Attention: James P. Samuels, Chief Financial Officer

<PAGE>
PAGE 25

The following documents filed with the Commission by the Company
(File Number 0-19260) are hereby incorporated by reference into this
Prospectus:

The Company's Form 10-KSB for the fiscal year ended September 30,
1999.

The Company's Form 8-K dated October 12, 1999.

The Company's Form 8-K dated November 16, 1999.

The Company's Form 8-K dated November 24, 1999.

All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
registered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

SUMMARY

The Company

Rentech, Inc., a Colorado corporation organized in 1981 and based in
Denver, is engaged in the development, marketing and licensing of its
patented and proprietary technology that converts natural gas and solid
and liquid carbon-bearing materials into fuels, products and chemicals.
The Company's gas-to-liquids technology (the Rentech GTL Technology) is
capable of using as feedstock a variety of naturally occurring
hydrocarbons as well as gaseous, liquid and solid hydrocarbons produced
as by-products or waste in various industrial processes. Feedstocks
include high BTU, low sulfur natural gas (so-called sweet natural gas);
lower BTU natural gas; natural gas containing higher concentrations of
carbon dioxide, nitrogen or sulfur; industrial waste gas; heavy crude
oil; refinery by-products; coal; coal fines and petroleum coke.
Principal products produced from Rentech's gas-to-liquids technology (GTL
products) include clean diesel fuel (ecodiesel), naphtha (an intermediate
product used to make gasoline and certain petrochemicals) and waxes that
can be further processed into high-value specialty products such as
synthetic lubricants, base oils and drilling fluids. Rentech also owns
interests in other businesses subsequently described in this Prospectus.

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PAGE 26

The Rentech Technology

The Company believes that its Rentech GTL Technology represents a
technological breakthrough that could provide significant benefits to the
oil and gas industry, other energy businesses and the environment. The
potential advantages of the Rentech GTL Technology include:

- Improving refinery economics through more efficient use of heavy and
sour crude oil and refinery residues.

- Enhancing the value of uneconomic methanol or other industrial plants
that have costly gas reforming systems in place that can be
alternatively used to make synthesis gas for the production of GTL
products.

- Allowing natural gas producers to economically develop and produce
remote and substandard gas resources, thus increasing their proved
reserves and revenue.

- Facilitating efficient co-production of electricity and GTL products
from coal and other feedstocks while dramatically reducing harmful
emissions.

- Broadening available supplies of clean energy and transportation fuel
to help meet the rapidly growing worldwide demand.

- Producing high-value, high-purity specialty products to meet
increasingly stringent environmental standards and product
specifications.

- Enhancing U.S. energy security by facilitating expanded use of
relatively abundant coal and natural gas resources for needs
traditionally met by increasing amounts of imported crude oil and
fully refined products.

- Allowing developers of gas conversion plants using the Rentech GTL
Technology to obtain insurance covering performance of the Rentech GTL
process.

Business Strategy

Rentech's business strategy is to achieve use of its technology in
commercial gas-to-liquids projects and to expand its revenue and earnings
through an integrated approach of strategic relationships, technology
licensing and direct project participation, emphasizing the following key
components:

Environmental and Energy Demand Trends. Rentech believes it can
capitalize on many current trends impacting the energy, transportation
and environmental industries through application of the Rentech GTL
Technology. Those factors include increasingly stringent requirements to
reduce tailpipe emissions and strengthen clean-air standards; the

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PAGE 27

contradictory need of refiners to cost-effectively produce cleaner fuel
from increasingly poor quality crude oils; the regulatory curtailment of
natural gas flaring; economic incentives to profitably develop vast,
remote resources of natural gas; steadily increasing power demand around
the world; a need to utilize dirty coal for clean power generation; and
the search for a practical fuel source for transportation fuel cells
currently being developed.

Accelerating Commercialization Through Strategic Relationships.
While the Rentech GTL Technology is not currently being used in any
commercial scale plant, the Company is pursuing rapid commercial
deployment of its technology through a number of initiatives. To
accelerate its efforts and leverage its technology, Rentech has formed
several strategic relationships with owners of complementary
technologies, engineering capabilities, financial assets and potential
projects. These relationships are designed to broaden application of
Rentech's technology and accelerate deployment of commercial GTL
facilities.

- In October 1998, Rentech granted an exclusive technology license to
Texaco Natural Gas, Inc. (now Texaco Energy Systems, a division of
Texaco, Inc.) to use and sublicense the Rentech GTL Technology in
projects where solid and liquid hydrocarbons are used as feedstock.
The license also granted Texaco a non-exclusive license for
conversion of natural gas to liquids. Texaco's "front-end"
synthesis gas reformer units have been deployed in 68 of its own and
others' refineries and chemical plants around the world. Under an
expanded Technical Services Agreement signed in June 1999, Rentech
and Texaco are rapidly pursuing design work to integrate Rentech's
GTL conversion technology with Texaco's gasification technology in
preparation for commercial deployment.

- In May 1999, Rentech formed a strategic financial relationship with
Republic Financial Corporation of Denver, Colorado to pursue joint
ventures with owners of existing North American methanol plants to
convert those plants to gas-to-liquids facilities. Retrofitting an
existing industrial plant with the Rentech GTL Technology
significantly reduces the construction time and cost compared to
building a greenfield GTL plant. Rentech believes modification of
these existing plants would enhance their economics with feedstocks
including marketable, pipeline-quality natural gas.

- In August 1999, Rentech agreed by a letter of intent to grant
Dresser Engineering Company, of Tulsa, Oklahoma, a license by which
Dresser will market Rentech's GTL Technology for projects that
Dresser develops. Dresser will have the exclusive right, except for
Texaco's rights and Donyi Polo Petrochemicals' rights in the country
of India, to provide the engineering services and to design the
synthesis gas reactors that are necessary to use Rentech's
technology. Dresser's participation in marketing and developing
projects is expected to substantially contribute to commercial use
of Rentech's technology.

- Rentech also has R&D relationships with Thermal Conversion
Corporation (TCC) of Kent, Washington and Phoenix Gas Systems of

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PAGE 28

Long Beach, California. The focus of each of these separate
collaborations is to develop smaller, more efficient and cheaper
front-end synthesis gas units for deployment on platforms in
offshore oil and gas fields, on barges for inland waterway oil and
gas fields and skid-mounted or trailer truck-mounted for smaller
onshore oil and gas fields.

Other Businesses

Okon, Inc.

In March 1997, Rentech entered into the business of manufacturing
and marketing water-based wood stains, concrete stains, block pluggers
and other water repellent sealers on a wholesale basis by purchasing the
assets of Okon, Inc. (Okon), located in Lakewood, Colorado. The coatings
produced and sold by the Okon subsidiary are biodegradable and
environmentally clean.

Okon has been engaged in the business since 1973. Okon markets and
sells its products nationwide through a variety of channels. These
include distribution through paint dealers, retailers other than discount
retailers and mass merchandisers, industry users, and architects and
building contractors. The formulas used by Okon for manufacturing its
products are proprietary. The customers are primarily the construction
industry and architects who use the coatings on wood, concrete and
masonry for their construction projects. Okon has a one-person sales
staff, but no distributors or independent sales representatives. The
brand names of the various products are recognized throughout the
industry.

Okon primarily manufactures and markets standard products, but it
also prepares special products for large orders. Sales are generally
made pursuant to purchase orders, which are occasionally revised to
reflect changes in the customer's requirements or to establish special
orders. Product deliveries are scheduled upon Okon's receipt of purchase
orders, and orders are typically filled within one to two days. Okon had
no significant backlog of orders.

Petroleum Mud Logging, Inc.

In June 1999, Rentech entered into the business of providing well
logging services to the oil and gas industry. This occurred through its
purchase of the assets of two established and related companies that have
been providing services in these fields since 1964. Rentech is using the
assets to continue these businesses through its wholly-owned subsidiary,
Petroleum Mud Logging, Inc. The business is operated from Oklahoma City,
Oklahoma. The services are provided to customers located in Oklahoma,
Texas, Kansas, Louisiana and Arkansas.

Petroleum Mud Logging, Inc. owns 18 mobile well logging units that
are moved from well to well. Through state of the art instruments, the
logging equipment measures traces of gases and water throughout the depth
of a well hole by analyzing the drilling mud recovered from the well as

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PAGE 29

drilling progresses. The results are transmitted to customers
immediately by either land lines or satellite uplink. The mineral owners
use this information to detect the presence of oil and gas deposits in
underground formations.

The assets of Petroleum Mud Logging also include a comprehensive
library of well logs accumulated over the past 35 years. The well logs
are available for examination by customers for a charge.

ITN Energy Systems, Inc.

Rentech owns 10% of ITN Energy Systems, Inc. (ITN/ES), a privately
owned Colorado corporation established in 1995. The core technologies of
ITN/ES include a thin multi-layer deposition process; intelligent
processing; structures and materials; and photovoltaic power system
design, integration, and installation. ITN/ES intends to develop and
commercialize new, innovative products for defense and commercial markets
based on advanced materials and structures technologies.

ITN/ES's business approach is to do basic development for specific
technologies with the support of government contracts and then to
identify a strategic partner to provide the necessary capital to
commercialize the specific products of that technology. ITN/ES's goal is
to develop its technologies adequately to attract federal research funds
that will help ITN/ES retain some control over the direction of future
government research and a larger proprietary ownership of the results.
The current customers of ITN/ES are the U.S. Air Force Research
Laboratory, Defense Advanced Research Projects Agency, the National
Aeronautical Space Administration (NASA), and the U.S. Department of
Energy.

Using its core technologies, ITN/ES is developing several products
to be offered for commercial uses. These products include a lightweight,
flexible Copper Indium Diselenide (CIS) photovoltaic (PV) module and a
lithium ion solid state thin film battery. ITN/ES's thin film PV
technology is designed to make PV systems more affordable while its thin
film battery product is designed to address needs in the portable,
remote, and premium power markets. ITN/ES has identified several other
technologies that it is developing for commercial uses. These include
thin film solid state batteries, flexible electronic circuits, ceramic
membranes, and fly ash compaction. ITN/ES also plans to develop an
understanding of volume manufacturing issues and to develop markets and
marketing strategies in this field.

Rentech is also participating with ITN/ES in the development of
ceramic membrane technology. The ceramic membranes would be used to
separate selective gas components from industrial and atmospheric gases
by use of advanced ceramic filters. Applications for patents with claims
to use of the technology in that field are now being prepared. Rentech
is entitled to 20% of the revenues from any use of the technology, and
ITN/ES will receive the remaining 80%. Rentech also has the right to
direct marketing efforts of the ceramic membrane technology when used
with gas-to-liquids processes.

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PAGE 30

Global Solar Energy LLC

ITN/ES has developed technology for manufacturing flexible
photovoltaic (PV) modules. Currently, ITN/ES owns 50% of an Arizona
limited liability company called Global Solar Energy LLC (Global Solar
Energy) which is using ITN/ES's technology. The other 50% owner of
Global Solar Energy is Advanced Energy Technologies, Inc., a wholly owned
subsidiary of Tucson Electric Power Corporation, which is a wholly-owned
subsidiary of UniSource Energy Corporation.

Global Solar Energy LLC, established in May 1996 by Tucson Electric
Power and ITN/ES, manufactures and markets flexible photovoltaic (PV)
modules. The PV modules are used for the production of electricity.
Global Solar Energy utilizes innovative solar technology developed by
ITN/ES to produce Copper Indium Diselenide (CIS), a new class of solar
cell materials in a state-of-the-art facility in Tucson, Arizona. The
facility started production in the third quarter of 1999, and is designed
to annually produce up to 1.5 megawatts of thin-film photovoltaic modules
that are 1/20th the thickness of a piece of paper. The flexible
photovoltaic modules are to be sold for military, space, consumer, and
commercial applications. The plant's production capacity is expected to
be expanded substantially to meet increasing demands for an
environmentally safe energy source. The joint venture expects that the
innovative manufacturing technology used in the new plant can reduce
production costs of PV modules below that of other existing solar energy
technologies. Rentech's ownership interest in ITN/ES provides Rentech an
indirect interest amounting to 5% of Global Solar Energy although the
interest of the owners will be reduced proportionately by any equity
interest granted to a lender of funds used to expand the Tucson plant.

ITN Electronic Substrates LLC

In order to facilitate and participate in ITN/ES's development of
technologies, Rentech and ITN/ES have formed and each own 50% of a
Colorado limited liability company called ITN Electronic Substrates LLC.
The LLC intends to develop and introduce several technologies into the
commercial marketplace that are spinoffs from other developments
originally conceived by the principals of ITN/ES within the aerospace and
military sector. The LLC is seeking a large investment from a third
party to fund its various advanced technologies, none of which have been
fully developed and readied for production. ITN Electronic Substrates
LLC also has technology for production of Radio Frequency Identification
Tags. The RFID tags would be used to identify and locate a wide variety
of objects in which the tags are embedded.

The executive offices of the Company are located at 1331 17th
Street, Suite 720, Denver, Colorado 80202, telephone (303) 298-8008, fax
(303) 298-8010.

RISK FACTORS

1. Lack of Profitable Operations: History of Losses. From
inception on December 18, 1981, through September 30, 1999, the Company
has sustained losses aggregating $17,056,264. For the year ended

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PAGE 31

September 30, 1999, the net losses were $3,442,661. There are no
assurances that the Company will operate profitably in the future or will
be able to acquire additional revenue producing businesses, or that the
Company's licensees will complete construction of plants using Rentech's
Technology, or that any conversion plants using the Rentech GTL
Technology that are completed will be operated profitably or generate
engineering design fees, license fees, royalties or product revenues for
the Company.

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

3. Economic Use of Rentech GTL Technology Not Assured. Rentech's
belief that its technology can be cost effective and that full-scale
conversion plants using the technology can be profitably operated depends
upon the availability of low-cost feedstock, the economic efficiency of
the technology and market demand for the end products at profitable
prices. In the event low-cost feedstock cannot be obtained, plants using
Rentech GTL Technology may not produce products for sale at competitive
prices. The products of Rentech GTL Technology will compete with other
petroleum products, including products produced by similar technology.
To a great extent, competition in this business will be based upon price,
although compliance with environmental laws may create demand for the
Company's low aromatic, sulphur-free diesel fuel even at premium prices.
The diesel fuel produced by Rentech GTL Technology has not been subjected
to long-term engine tests to determine if there are adverse effects. No
in-depth cost or price studies of the products of the Rentech GTL
Technology have been prepared by independent third parties for the
Company. Adverse economic results at plants using Rentech GTL Technology
would adversely impact Rentech's operating results and financial
condition by depressing its potential income from the technology.

4. Lack of Adequate Capital to Exploit Rentech GTL Technology. In
situations where Texaco is not using or licensing Rentech GTL Technology,
the capital cost of gas conversion plants and natural gas fields or other
sources of feedstock that use Rentech GTL Technology requires more
capital than is available to the Company or to many of its potential
licensees. While the Company does not presently plan to build its own
plants, except to convert existing methanol plants, and expects its

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PAGE 32

licensees to acquire feedstock and build and own plants for which they
are licensed by the Company, many potential licensees of the Rentech GTL
Technology have been unable to finance the construction costs and acquire
feedstock. These limitations have slowed and will continue to delay use
of Rentech GTL Technology and resulting revenues to the Company. Rentech
has joined with Republic Financial Corporation to commercially exploit
the technology with existing methanol plants in North America. There are
no assurances that joint arrangements with other better capitalized
companies will be available or acceptable to the Company or that Texaco
will commercially use the technology.

5. Working Capital. At September 30, 1999, the Company had working
capital of $115,457 as compared to a working capital of $3,195,381 at
September 30, 1998. The decrease in working capital is primarily due to
the use of cash for operations and investing activities partially offset
by cash provided from the issuance of the Company's common stock and
Series 1998-B convertible preferred stock during fiscal 1999. As of
January 12, 2000, the Company has raised $1,600,000 in a private
placement offering, and has an additional $600,000 in subscription
agreements to be funded in January 2000. The cash received from this
private placement, the cash generated from the Company's subsidiary
operations, the cash generated from the Texaco contract and the Texaco
royalty fees are expected to be adequate to fund the Company's operations
at the current level through fiscal 2000.

6. Need for Additional Financing. In addition to the funds Texaco
is currently providing for Rentech's services under the Technical
Services Agreement between them, Rentech has expended and will continue
to expend substantial funds to continue to research and develop its
technologies, especially the Rentech GTL Technology. Rentech intends to
seek additional debt and equity financing in the capital markets. There
can be no assurance that additional financing, when required, will be
available or on terms acceptable to Rentech. If adequate funds are not
available, Rentech may be required to delay or to eliminate expenditures
for certain of its capital projects or to license to third parties the
rights to commercialize additional products or technologies that Rentech
would otherwise seek to develop itself. In addition, Rentech may obtain
additional funds through equity and debt project financing and
collaborative or other arrangements with strategic partners and others.
If additional funds are raised by issuing equity securities, further
dilution to investors may occur. The board of directors of Rentech is
currently empowered, without stockholder approval, to issue and has
issued preferred stock with dividend, liquidation, conversion, voting and
other rights that could adversely affect the voting power and other
rights of the holders of the Rentech Common Stock.

7. Success of the Rentech GTL Technology Depends Upon Licensees.
Except to the extent that it converts existing methanol plants, Rentech
does not intend, and does not have adequate capital, to finance,
construct and operate its own commercial plants. Successful use of the
Rentech GTL Technology therefore depends upon licensees. If any
influential licensee such as Texaco terminates its license or does not
proceed to use the technology, potential licensees are not likely to use
the technology. Rentech will receive royalties and other revenues from
operations only from plants that operate successfully and economically.

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PAGE 33

Under the license agreements offered by Rentech, it is a licensee's
responsibility to obtain sources of feedstock that provide adequate
supplies at inexpensive rates, conduct feasibility studies, recruit
personnel who are skilled in conversion plants, obtain governmental
approvals and permits, obtain sufficient financing on favorable terms for
the large capital expenditures required, possibly construct
infrastructure if not otherwise available at the plant site, design,
construct and operate the plant, market the products, and perform other
significant tasks. The ability of any licensee to accomplish these
requirements, and the efforts, resources and timing schedules to be
applied by a licensee, will be controlled by it. If the first few plants
using the Rentech GTL Technology are not commercially successful, Rentech
may be unable to obtain other licensees in the future. Several licensees
have allowed their licenses to expire because of their inability to meet
one or more of the requirements previously described for a plant. If
licensees do not proceed with plants using the Rentech GTL Technology or
do not successfully operate plants, Rentech's operating results and
financial condition would be adversely affected. In addition, one or
more of Rentech's licensees may pursue alternative gas-to-liquids
technology on their own or in cooperation with others, including
Rentech's competitors.

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

9. No Assurance of Industry Acceptance of Technology. As is
typical in the case of new and rapidly evolving technologies, including
the Rentech GTL Technology and the advanced technologies in which Rentech
has an interest, demand and industry acceptance is subject to a high
level of uncertainty. If Texaco or another licensee uses Rentech GTL
Technology and fails to achieve success, other industry participants'
perception of the Rentech GTL Technology could be adversely affected. If
the industry fails to accept any of these technologies, especially the
Rentech GTL Technology, whether due to their novelty and continuous

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PAGE 34

evolution, or for other reasons, or acceptance develops more slowly than
expected, Rentech's business, operating results and financial condition

will be materially adversely affected. Any such event could reduce
future license fees or revenues from conversion plants, and could make it
more difficult or impossible for Rentech to successfully market its
technology. Likewise, were a major oil and gas company to either
successfully develop or adopt a Fischer-Tropsch technology competing with
the Rentech GTL Technology, the marketability of the Rentech GTL
Technology could be adversely affected. In addition, some companies may
be motivated to seek to prevent industry acceptance of gas-to-liquids
technology based on their belief that widespread adoption of such
technology might negatively impact the competitive position of their
companies without access to such technologies. Failure of the Rentech
GTL Technology to achieve industry acceptance could have a material
adverse effect on Rentech's business, operating results and financial
condition.

10. Operating Hazards of Fischer-Tropsch Plants. While the risks
related to use of Rentech's Fischer-Tropsch technology in conversion
plants are low, some plants may require oxygen producing systems to
convert the feedstock into synthesis gas, the first step for use of
Rentech GTL Technology. The oxygen producing systems, if required, will
involve risk of accidents. Personal injuries and property damage may
result. The frequency and seriousness of accidents, injuries and damages
will impact the marketability of Rentech GTL Technology, its licensees'
operating costs and insurability, and market acceptance of Rentech GTL
Technology. Significant frequency or severity of such accidents could
have a material adverse effect on Rentech's business, operating results
and financial condition.

11. Dependence Upon Key Personnel. Rentech's success with its
technology and in implementing its business plan to develop advanced
technology businesses are both substantially dependent upon the
contributions of its executive officers and key employees. The
individuals include Dr. Charles B. Benham, Dr. Mark S. Bohn, and Dennis
L. Yakobson, each of whom have jointly and individually invented various
aspects of the Rentech GTL Technology. At this stage of the Company's
development, economic success of the Rentech GTL Technology depends upon
design of conversion plants and their startup to achieve optimal plant
operations. That effort and establishment of the Company's advanced
technology businesses both require knowledge, skills, and relationships
unique to the Company's key personnel. Moreover, to successfully compete
with its Rentech GTL Technology and advanced technologies, the Company
will be required to engage in continuous research and development
regarding processes, products, markets and costs. Loss of the services
of the executive officers or other key employees could have a material
adverse effect on Rentech's business, operating results and financial
condition. Rentech does not have key man life insurance. While
Rentech's employment contract with Dr. Bohn expires in November 2000, and
its employment contracts with other key employees expire in March 2000,
Rentech believes these contracts will be extended.

<PAGE>
PAGE 35

12. New Business Risks Associated With Entry into Advanced
Technology Business. The likelihood of success of Rentech's entry into
new businesses involving advanced technologies must be considered in view
of the problems, expenses, difficulties, complications and delays
frequently encountered with starting up a new business. Those factors
include the development of new technology and the marketing of new
products. The Company has no history of operations in these lines of
business upon which to evaluate its prospects for future operating or
financial success. Accordingly, success in these businesses is not
assured.

13. Risk of Technological and Regulatory Change and Requirement for
New Products. The market for advanced technology products is
characterized by rapidly changing technology, new legislation and
regulations, and evolving industry standards. The introduction of
products embodying new technology, the adoption of new legislation or
regulations, or the emergence of new industry standards could render the
Company's products and future products, if any, obsolete and
unmarketable. The success and growth of the Company will depend, in
part, upon its ability to anticipate changes in technology, market needs,
law, regulations, and industry standards; to continue to attract, retain
and motivate qualified personnel; and to successfully develop and
introduce new and enhanced products on a timely basis. The Company will
need to devote a substantial amount of its efforts to research and
development as well as to sales and marketing. While Rentech now has
adequate facilities and personnel for its continuing research and
development work, there are no assurances that Rentech will be successful
in addressing such risks.

14. Limitations on Protection of Intellectual Property. Rentech
relies on a combination of patent, trade secret, copyright and trademark
law, nondisclosure agreements and technical security measures to protect
its intellectual property rights in its lines of business. The success
of Rentech may depend on its ability to establish, protect and enforce
intellectual property rights with respect to its technologies and to
successfully defend against any alleged infringement or related claims.
Rentech's ability to protect and enforce its intellectual property
position involves complex legal, scientific and factual questions and
uncertainties, the successful outcome of which is not assured.

15. Foreign Operations. Rentech expects that licensees of Rentech
GTL Technology will construct plants in foreign countries where the
licensee's conduct and profitability of operations are at risk. The
additional risks include rapid changes in political and economic
climates; changes in foreign and domestic taxation; lack of stable
systems of law; susceptibility to loss of protection of patent rights and
other intellectual property rights; expatriation laws adversely affecting
removal of funds; fluctuations of currency exchange rates; contract
rights; labor disputes; civil disturbances; war and other disruptions
affecting operations. International operations and investments may also
be negatively affected by laws and policies of the United States
affecting foreign trade, investment and taxation. Any of these events
could adversely impact Rentech's licensees and thereby adversely affect
Rentech's operating results and financial condition.

<PAGE>
PAGE 36

16. No Expectation of Dividends on Common Stock. No dividends have
been paid on Rentech's Common Stock since inception. Rentech currently
intends to retain any earnings for the future operation and development
of its business and does not anticipate paying dividends in the
foreseeable future. Any future dividends may be restricted by the terms
of outstanding preferred stock and other financing arrangements then in
effect.

17. Potential Reverse Stock Split. By vote of shareholders at
their 1999 annual meeting, the board of directors was authorized until
June 16, 2000 to effect, in its discretion, a reverse stock split of the
outstanding shares of Rentech's Common Stock on the basis of one share
for each five shares outstanding at the time of the potential reverse
stock split. If the board of directors considers the reverse stock split
to be desirable for shareholders and implements it, any increase in the
market price of the Common Stock resulting from the reverse stock split
may be proportionately less than the decrease in the number of shares
outstanding.

18. Limited Trading Market. As of August 17, 1999, NASDAQ removed
Rentech's Common Stock from the Nasdaq SmallCap Market because the stock
was trading for less than $1.00 per share. After that date, trades of
the Common Stock have been quoted on the OTC Bulletin Board. There are
no assurances that the market for the Common Stock will be sustained or
provide liquidity for investors who wish to sell, or that investors will
be able to sell their Shares at any price. Future trading prices of the
Common Stock will depend upon many factors including, among others,
prevailing market conditions and Rentech's operating results.

19. Fluctuations in Quarterly and Annual Results. Rentech has in
the past, and expects in the future, to experience significant
fluctuations in quarterly and annual operating results caused by the
unpredictability of many factors. These variations may include
differences in actual results of operations from results expected by
financial analysts and investors, the demand for licenses of Rentech GTL
Technology, timing of construction and completion of plants by licensees,
success in operating plants, receipt of license fees and engineering fees
and royalties, improvements or enhancements of gas-to-liquids technology
by Rentech and its competitors, changes in oil and gas market prices, the
impact of competition by other technologies and energy sources, and
general economic conditions. Rentech believes that period-to-period
comparisons of its results of operations may not necessarily be
meaningful and should not be relied upon as indications of future
performance. Some or all of these factors may cause Rentech's operating
results in future fiscal quarters or years to be below the expectations
of public market analysts and investors. In such event, the price of
Rentech's Common Stock is likely to be materially adversely affected.

20. Year 2000. Rentech is faced with the Year 2000 Issue, which is
the result of computer programs that are written using two digits rather
than four to define the applicable year. Any computer programs that
affect Rentech's activities, including those of its subsidiaries, and
that have date-sensitive software, may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations that depend

<PAGE>
PAGE 37

upon such date-sensitive software or computer hardware. The potential
problems include, among others, a temporary inability to process
transactions, send invoices, transfer funds, or engage in similar normal
business activities. The problems caused by the Year 2000 Issue may be
exacerbated and cause widespread business disruption because of the
interdependence of computer and telecommunications systems in the United
States and throughout the world.

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

22. Forward Looking Statements. This Prospectus includes, or
incorporates by reference, forward-looking statements within the meaning
of Section 27A of the Act and Section 21E of the Securities Exchange Act
of 1934 (the Exchange Act), that are intended to be covered by the safe
harbors created thereby. These forward-looking statements include, but
are not limited to, statements relating to the Rentech GTL Technology and
related technologies, ability to economically convert methanol plants to
use the Rentech GTL Technology, anticipated capital and operating costs
of plants, ability to obtain required capital and low cost feedstock for
such plants, timing of commencement and completion of construction of
such plants, results from continued development of the Rentech GTL
Technology, products of the Rentech GTL Technology and their quality,
quantity and economic and commercial competitiveness, the economic use of
gas-to-liquids plants, failure of a licensee to timely pay fees due to
Rentech, inability to attract other licensees of the Rentech GTL
Technology, trends affecting the financial condition or results of
operations of Rentech, and the business and growth strategies of Rentech.
When used in this document, the words "anticipate," "estimate," "intend,"
"expect," "believe," "may," "plan," "project," and similar expressions
are intended to be among the statements that identify forward-looking
statements. Although Rentech believes expectations of the Company, its
directors and officers, are based on reasonable assumptions, such
statements involve risks and uncertainties. No assurance can be given
that actual results will be consistent with these forward-looking

<PAGE>
PAGE 38

statements. In particular, actual results may differ from these
statements for reasons described in the section titled "Risk Factors" or
discussed in Rentech's periodic reports filed with the SEC or in other
documents incorporated by reference into this Prospectus.

Use of Proceeds

The Shares are being offered for the account of Selling
Shareholders. The Company will not receive any proceeds from the sale of
their Shares. The Company will receive approximately $179,450 if all of
the stock options presently issued pursuant to the Plan for the purchase
of 233,000 shares of Common Stock are exercised, of which there is no
assurance. The Company intends to use any net proceeds from the exercise
of the stock options for working capital and general corporate purposes.

SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
The shares of Common Stock owned by the Selling Shareholders and the shares of Common Stock (the
"Shares") underlying stock purchase warrants held by them are being offered by the Selling Shareholders
identified in the following table.
Number of Shares
Number of to be Beneficially Owned
Name of Number of Shares Shares That On Completion of the Offering
Selling Beneficially Owned May Be % of
Shareholder Record Indirect Offered(1) Record Indirect Class
----------------- ------ -------- ---------- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
Charles B. Benham 275,440 520,880 20,000 275,440 500,880 1.5%
Mark S. Bohn 443,431 322,092 10,000 443,431 312,092 1.5%
Ronald C. Butz 244,151(2) 465,880 55,000 244,151 410,880 1.3%
James P. Samuels 180,500 564,000 20,000 180,500 544,000 1.4%
Erich W. Tiepel 198,277 302,448 10,000 198,277 292,448 *
Dennis L. Yakobson 374,154 537,400 47,000 374,154 490,400 1.7%
Frank L. Livingston 40,000 66,000 36,000 40,000 30,000 *
John J. Ball 75,000 42,000 10,000 75,000 32,000 *
John P. Diesel 75,000 40,000 10,000 75,000 30,000 *
Linda D. Kansorka 12,369 95,000 5,000 12,369 90,000 *
Mark Koenig 13,000 147,000 10,000 13,000 137,000 *
---------
Total 233,000(1)
- ---------------
<FN>
*Less than 1%
<F1> Includes shares of common stock issuable upon exercise of presently issued stock options.
<F2> Does not include 257,432 shares of common stock held of record by Mr. Butz's spouse as to
which shares he disclaims beneficial ownership and investment and voting power.
</FN>
</TABLE>

To the knowledge of the Company, each of the Selling Shareholders is
presently an officer, director or employee of the Company or has held an
office, position or other material relationship with the Company, its
predecessors or affiliates during the past three years.

<PAGE>
PAGE 39

Each Selling Shareholder has represented that he purchased the
Common Stock for investment and with no present intention of distributing
or reselling such Shares unless registered for resale. However, in
recognition of the fact that holders of restricted securities may wish to
be legally permitted to sell their Shares when they deem appropriate, the
Company has filed with the Commission under the Securities Act a Form
S-8 registration statement of which this Prospectus forms a part with
respect to the resale of the Shares from time to time in the
over-the-counter market or in privately negotiated transactions. The
Company has agreed to prepare and file such amendments and supplements to
the Registration Statement and to use its best efforts to obtain
effectiveness of the Registration Statement and to keep the Registration
Statement effective until all the Shares offered hereby have been sold
pursuant thereto, until such Shares are no longer, by reason of Rule 144
under the Securities Act or any other rule of similar effect, required to
be registered for the sale thereof by the Selling Shareholders, or for a
period of 180 days, whichever occurs first.

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

PLAN OF DISTRIBUTION

The sale of the Shares by the Selling Shareholders may be effected
from time to time (i) in transactions in the over-the-counter market, in
negotiated transactions, or through a combination of such methods of
sale, and (ii) at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders and/or the purchasers of the Shares for which
such broker-dealers may act as agent or to whom they may sell, as
principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation). Selling
Shareholders may also sell such shares pursuant to Rule 144 or Rule 144A
under the Securities Act of 1933 if the requirements for the availability
of such rules have been satisfied.

The Selling Shareholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act,
and any commissions received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.

The Company has advised the Selling Shareholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements
under the Securities Act of 1933. The Company has also advised the
Selling Shareholders that in the event of a "distribution" of his or its
shares, such Selling Shareholders, any "affiliated purchasers," and any

<PAGE>
PAGE 40

broker-dealer or other person who participates in such distribution may
be subject to Rule 10b-6 under the Securities Exchange Act of 1934 ("1934
Act") until his or its participation in that distribution is completed.
A "distribution" is defined in Rule 10b-6(c)(5) as an offering of
securities "that is distinguished from ordinary trading transactions by
the magnitude of the offering and the presence of special selling efforts
and selling methods." The Company has also advised the Selling
Shareholders that Rule 10b-7 under the 1934 Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging,
fixing or stabilizing the price of the Common Stock in connection with
this offering.

DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

The authorized capital stock of Rentech consists of 100,000,000
shares of common stock, $.01 par value per share, and 1,500,000 shares of
preferred stock, $10 par value per share. A quorum for purposes of
meetings of common shareholders consists of a majority of the issued and
outstanding shares of common stock. Once a quorum is established, action
of a routine nature may be taken by a majority of the shares represented
in person or by proxy at the meeting. Most major corporate transactions
such as mergers, consolidations, sales of all or substantially all
assets, and certain amendments to the articles of incorporation require
approval by the holders of two-thirds of the issued and outstanding
shares of common stock entitled to vote. Rentech's board of directors is
authorized to issue shares of common stock and preferred stock without
approval of shareholders. Shares of preferred stock may be issued in one
or more series, the terms of which will be determined at the time of
issuance by the board of directors without any requirement for
shareholder approval. These rights may include voting rights,
preferences as to dividends, and upon liquidation, conversion and
redemption rights, and mandatory redemption provisions pursuant to
sinking funds or otherwise.

Rentech had 99,668 shares of its Series 1998-B Convertible Preferred
Stock outstanding as of January 4, 2000. The outstanding preferred stock
ranks prior to the common stock and all other classes and series of
junior stock of Rentech with respect to rights on liquidation,
dissolution and winding up. The preferred stock is convertible into
shares of the Company's common stock at a price that is 82.5% of the
average closing bid price of the common stock for the five trading days
preceding the date of each conversion. Dividends are payable on the
preferred stock at 9% per annum, in common stock or cash, at the option
of the Company, until converted or redeemed by the Company. The
preferred stock may be redeemed by the Company after September 30, 1999
at a price of $11.50 per share plus any accumulated dividends due at the
date of redemption. Starting January 1, 2000, the Company may require
conversion of the preferred stock into common stock.

The Company's Articles of Incorporation contain several provisions
that may make a takeover of the Company by a third party more difficult,
including: (i) classification of its Board of Directors into three
classes as nearly equal in size as practicable, with the members of only
one class to be elected annually for a three-year term; (ii) directors
may be removed without cause only with the approval of the holders of
two-thirds of the outstanding voting power of all capital stock of the

<PAGE>
PAGE 41

Company; (iii) special meetings of shareholders may be called only by
the president, directors, or affirmative vote of 10% or more of the
voting power of the outstanding capital stock of the Company; and
(iv) approval by the holders of two-thirds of the voting power of the
outstanding capital stock of the Company is required for certain business
combinations of the Company with any holder of more than 10% of such
voting power or an affiliate of any such holder unless the transaction is
either approved by at least a majority of the uninterested and
unaffiliated members of the Company's board of directors or unless
certain minimum price and procedural requirements are met designed to
assure that all shareholders of the Company receive a fair price for
their shares.

The Company also has a shareholder rights plan which authorizes
issuance to existing shareholders of substantial numbers of preferred
shares rights or shares of common stock in the event a third party seeks
to acquire control of a substantial block of the Company's common stock.
These provisions could deter an offer by a third party for the purchase
of some or all of the Company's outstanding securities and could have the
effect of entrenching management. Pursuant to the shareholder rights
plan, the Company amended its Articles of Incorporation to authorize the
issuance of 500,000 shares of Series 1998-C Participating Cumulative
Preferred Stock. In the event that a person acquires 15% or more of the
common stock of the Company, the holders of common stock at such time
shall have the right to receive 1/100 of a share of Series 1998-C
Participating Cumulative Preferred Stock for each shares of common stock
owned by such person. The holders of the preferred stock are entitled to
dividends in the event that the Company declares a dividend or
distribution on the common stock. The holders of the preferred stock are
entitled to vote on all matters submitted to a vote of the stockholders
of the Company. Whenever dividends on the preferred stock are in arrears
for six quarterly dividends, the holders of such stock (voting as a
class) have the right to elect two directors of the Company until all
cumulative dividends have been paid in full.

The shares of common stock covered by this Prospectus are fully
paid and nonassessable. Holders of common stock have no preemptive
rights. Each stockholder is entitled to one vote for each share of
common stock held of record by such stockholder. Shareholders have no
right to cumulate votes for election of directors. Upon liquidation of
Rentech, the assets then legally available for distribution to holders
of the common stock will be distributed ratably among those shareholders
in proportion to their stock holdings. Holders of common stock are
entitled to dividends when, as and if declared by the board of directors
out of funds legally available for dividends. While shares of Rentech's
Series 1998-B Preferred Stock are outstanding, no dividends may be paid
on the common stock unless dividends on the those preferred shares have
been paid. No shares of common stock may be purchased or funds set aside
for that purpose by the Company except in amounts of less than $100,000
per year.

<PAGE>
PAGE 42

LEGAL OPINIONS

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

EXPERTS

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

NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS TO ANY OF
THE TIME SUBSEQUENT TO ITS DATE. HOWEVER, THE COMPANY HAS UNDERTAKEN TO
AMEND THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART TO
REFLECT ANY FACTS OR EVENTS ARISING AFTER THE EFFECTIVE DATE THEREOF
WHICH INDIVIDUALLY OR IN THE AGGREGATE REPRESENT A FUNDAMENTAL CHANGE IN
THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT. IT IS
ANTICIPATED, HOWEVER, THAT MOST UPDATED INFORMATION WILL BE INCORPORATED
HEREIN BY REFERENCE TO THE COMPANY'S REPORTS FILED UNDER THE SECURITIES
EXCHANGE ACT OF 1934. SEE "DOCUMENTS INCORPORATED BY REFERENCE."

ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS
TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

<PAGE>
PAGE 43

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Available Information 2

Documents Incorporated by Reference 2

Summary 2

Risk Factors 4

Use of Proceeds 9

Recent Developments 10

Selling Shareholders 10

Plan of Distribution 12

Description of Common Stock and Preferred Stock 13

Legal Opinions 13

Experts 13

</TABLE>