- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * Ray Michael F	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)
(Last)          (First)          (Middle) 410 GRAND OAKS DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/11/2011
(Street) SPRING BRANCH, TX 78070 (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								7500	I	By Spouse   (1)
Common Stock								10000	D   (2)
Common Stock	5/11/2011		A		55000	A	$0	340337	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 Common Stock	$1.85							7/27/2005	7/26/2010	Common Stock	40000		40000	D
Option to Purchase Common Stock	$3.35							3/22/2007	4/12/2012	Common Stock	15000		15000	D
Option to Purchase Common Stock	$2.68							3/22/2008	3/13/2013	Common Stock	15000		15000	D
Common Stock Warrants	$2.00							4/8/2008	4/7/2010	Common Stock	62248		62248	D
Option to Purchase Common Stock	$1.39							4/17/2009	4/16/2014	Common Stock	15000		15000	D
Option to Purchase Common Stock	$.60							5/11/2010	5/27/2015	Common Stock	15000		15000	D
Option to Purchase Common Stock	$1.20							5/11/2011	5/10/2016	Common Stock	26500		26500	D
Restricted Stock Unit	(3)	5/11/2011		A		27500		(3)	5/10/2012	Common Stock	27500	$0	27500	D

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)	Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock unit vests on May 11, 2012, subject to the reporting person's continued service on the Company's board of directors, provided that the restricted stock unit shall be fully vested as of the date of the Company's 2012 Annual Meeting of Shareholders.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ray Michael F 410 GRAND OAKS DRIVE SPRING BRANCH, TX 78070	X

Signatures
/s/ Colin M. Morris, by Power of Attorney		5/13/2011
** 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.
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