Form 4 Ray Michael F For: May 28 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ray Michael F

(Last)

(First)

(Middle)

410 GRAND OAKS DRIVE

(Street)

SPRING BRANCH

78070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENTECH INC /CO/ [RTK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								7,500	I	By Spouse ⁽¹⁾
Common Stock	05/28/2009		A		65,600	A	$ 0	243,637	D
Common Stock								10,000	D ⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase Common Stock

$ 1.85

07/27/2005

07/26/2010

Common Stock

40,000

Option to Purchase Common Stock

$ 3.35

03/22/2007

04/12/2012

Common Stock

15,000

Option to Purchase Common Stock

$ 2.68

03/22/2008

03/13/2013

Common Stock

15,000

Common Stock Warrants

$ 2

04/08/2008

04/07/2010

Common Stock

62,248

Option to Purchase Common Stock

$ 1.39

04/17/2009

04/16/2014

Common Stock

15,000

Option to Purchase Common Stock

$ 0.6

05/28/2009

15,000

⁽³⁾

05/27/2015

Common Stock

15,000

$ 0

15,000

Explanation of Responses:

1. Shares held by spouse in an IRA in which the reporting person shares investment control.

2. Shares held in reporting person's IRA.

3. The option vests on May 28, 2010, subject to the reporting person's continued service on the Company's board of directors, provided that the option shall be fully vested as of the date of the Company's 2010 Annual Meeting of Shareholders.

	/s/ Colin M. Morris, by Power of Attorney	06/01/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24.

rrd219103_247247.html

SECTION 16 
CONFIRMING STATEMENT
       This Statement confirms that the undersigned, Michael F. Ray, has authorized and designated each of 
Colin M. Morris and Nicole Sykes (for so long as Mr. Morris and Ms. Sykes continue to serve as legal counsel to 
Rentech, Inc.) to execute and file on behalf of the undersigned, Forms 3, 4, and 5 (including any amendments 
thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission in 
connection with the undersigned's ownership, acquisition, or disposition of securities of Rentech, Inc.  The authority 
under this Statement shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 
4, and 5 with respect to the undersigned's ownership of or transactions in securities of Rentech, Inc., unless earlier 
revoked by the undersigned in writing.  The undersigned acknowledges that Colin M. Morris, Nicole Sykes and 
Rentech, Inc. are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934. 
       
       Dated: 11/13/08
       /s/ Michael F. Ray
       Print Name: Michael F. Ray

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