FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RAMSBOTTOM D HUNT JR

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
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO

(Last)          (First)          (Middle)

10877 WILSHIRE BOULEVARD,  SUITE 600

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2012 
(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)
Amount (A) or (D) Price
Common Stock   10/4/2011     G5   6660   D $0   1103730   D    
Common Stock   11/29/2011     G5   (2) 15000   D $0   1088730   D    
Common Stock   11/29/2011     G5   (2) 15000   A $0   53000   I   As UGMA custodian for children  
Common Stock   11/29/2011     G5   4250   D $0   1084480   D    
Common Stock   6/18/2012     G   7500   D $0   1071980   D    
Common Stock   3/30/2012     G   5000   D $0   1079480   D    
Common Stock   9/26/2012     G   7000   D $0   1064980   D    
Common Stock   12/20/2012     G   5750   D $0   1059230   D    
Common Stock   12/20/2012     G   (2) 15000   D $0   1044230   D    
Common Stock   12/20/2012     G   (2) 15000   A $0   68000   I   As UGMA custodian for children  
Common Stock                 10000   I   (1) By L E Ramsbottom Living Trust  

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY) 		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 at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Shares held by the L.E. Ramsbottom Living Trust which is owned by Mr. Ramsbottom's spouse, and in which Mr. Ramsbottom disclaims beneficial ownership.
( 2)  The transaction involved a gift of securities by the reporting person as custodian for his children under the UGMA, who shares reporting person's household. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RAMSBOTTOM D HUNT JR
10877 WILSHIRE BOULEVARD
SUITE 600
LOS ANGELES, CA 90024 		X
President and CEO

Signatures
/s/ D. Hunt Ramsbottom 1/25/2013
** 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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