FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MILLER DOUGLAS M 		2. Issuer Name and Ticker or Trading Symbol

RENTECH INC /CO/ [ RTK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

10877 WILSHIRE BOULEVARD, SUITE 600 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2011
(Street)

LOS ANGELES, CA 90024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   4/1/2011     M    55250   (7) A $0   317851   D    
Common Stock   4/1/2011     F    20625   (8) D $1.25   297226   D    
Common Stock   4/1/2011     M    25330   (9) A $0   322556   D    
Common Stock   4/1/2011     F    9107   (8) D $1.25   313449   D    
Common Stock   4/1/2011     M    19834   (9) A $0   333283   D    
Common Stock   4/1/2011     F    7275   (8) D $1.25   326008   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase   $4.15                      (1) 7/13/2016   Common Stock   130000     130000   D    
Performance Stock Units   $0   4/1/2011     M         55250    4/1/2011   4/1/2011   Common Stock   55250   $0   0   D    
Restricted Stock Units   $0   4/1/2011     M         25330    4/1/2011   4/1/2011   Common Stock   25330   $0   0   D    
Restricted Stock Units   $0   4/1/2011     M         19834    4/1/2011   4/1/2011   Common Stock   59500   $0   0   D    
Restricted Stock Units     (2)                    (2) 11/3/2012   Common Stock   102048     102048   D    
Restricted Stock Units     (3)                    (3) 11/17/2012   Common Stock   150000     100000   D    
Restricted Stock Units     (4)                    (4) 12/10/2012   Common Stock   20798     20798   D    
Restricted Stock Units     (5)                    (5) 10/4/2013   Common Stock   70588     70588   D    
Option for Common Stock   $0.95                      (6) 10/4/2020   Common Stock   164706     164706   D    

Explanation of Responses:
( 1)  The option vests in three equal installments of common stock on the first, second and third anniversaries of the grant date (July 14, 2006), subject to reporting person's continued employment with the Company on each such date.
( 2)  Each restricted stock unit represents a contingent right to receive one share of common stock. 56,694 restricted stock units are vested in consideration for the reporting person allocating a portion of his fiscal year 2008 cash bonus to purchase such units and the remaining 45,355 restricted stock units vest on November 3, 2012, subject to the reporting person's continued employment with the Company on such date.
( 3)  Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vested on November 17, 2010 and the remaining two-thirds will vest equally on each of the next two anniversaries of November 17, 2009, subject to the reporting person's continued employment with the Company on each such date.
( 4)  Each restricted stock unit represents a contingent right to receive one share of common stock. Fifty percent of the restricted stock units are vested in consideration for the reporting person allocating a portion of his or her cash bonus to purchase such units at the fair market value of $1.69 per unit based on the closing price of the Company's common stock on December 10, 2009, and the remaining fifty percent vest on December 10, 2012, subject to the reporting person's continued employment with the Company on such date.
( 5)  Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vest on each of the first three anniversaries of October 4, 2010, subject to the reporting person's continued employment with the Company on each such date
( 6)  The option vests in three equal installments of common stock on the first, second and third anniversaries of the vesting start date (October 4, 2010), subject to reporting person's continued employment with the Company on each such date
( 7)  Represents the vesting and settlement of common stock pursuant to a performance share award on April 1, 2011.
( 8)  Represents shares of common stock withheld by the Company for the payment of the employee's withholding taxes due upon the vesting and settlement of restricted stock units or performance share awards, as applicable.
( 9)  Represents the vesting and settlement of common stock pursuant to a restricted stock unit on April 1, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLER DOUGLAS M
10877 WILSHIRE BOULEVARD
SUITE 600
LOS ANGELES, CA 90024

Executive Vice President

Signatures
/s/ Douglas M. Miller 4/5/2011
** 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 control number.
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