Item 1.01 Entry into a Material Definitive Agreement.

On June 24, 2009, Rentech, Inc. ("Rentech") entered into a stock purchase agreement (the "Purchase Agreement") with certain institutional investors relating to the purchase and sale of approximately 11,000,000 registered shares of common stock of Rentech, for a purchase price of $.58 per share (the "Offering"). A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Report and is incorporated herein by reference. The closing for the sale of the common stock is expected to take place on June 29, 2009, subject to the satisfaction of customary closing conditions. Gross proceeds from the Offering are estimated to be approximately $6.38 million. There are no commissions related to the Offering.

The shares of common stock being offered by Rentech in this Offering were registered under an existing shelf registration statement on Form S-3 (Registration No. 333-158256), which was declared effective by the Securities and Exchange Commission on May 20, 2009.

Our press release of June 24, 2009, announcing the Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: Exhibit No. Description of the Exhibit Exhibit 5.1 Opinion of Holland & Hart LLP. Exhibit 10.1 Stock Purchase Agreement, dated June 24, 2009, between Rentech, Inc. and the Buyers party thereto. Exhibit 99.1 Press release issued by Rentech, Inc. on June 24, 2009.

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