Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o.   No þ.

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o. No þ.

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes þ.   No o.

     Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of Exchange Act. (Check one):

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o.   No þ.

     The aggregate market value of the registrant’s common stock held by nonaffiliates, based upon the closing price of the common stock on March 31, 2007, as reported by the American Stock Exchange, was approximately $ 291,253,000.

     At January 14, 2008, the number of outstanding shares of common stock was 165,051,122.

     None.

     Rentech, Inc. (“Rentech”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the Securities and Exchange Commission on December 14, 2007 (the “Original 10-K”).

     This Amendment is being filed to amend the Original 10-K to include the information required by Items 10 through 14 of Part III of Form 10-K. In addition, on the cover page, (i) the reference in the Original 10-K to the incorporation by reference of Rentech’s 2007 definitive proxy statement has been deleted and (ii) the information with respect to the number of outstanding shares of Rentech’s common stock (“Common Stock”) has been updated. Rentech is also updating its list of exhibits in Item 15 of this report to include the certifications specified in Rule 13(a)-14(a) under the Securities Exchange Act of 1934 required to be filed with this Amendment. Except for the foregoing amendments and updates, this Amendment does not modify or update the Original 10-K.

     The directors and executive officers of Rentech and their ages and their positions with Rentech as of January 14, 2008, are as follows:

     Michael S. Burke, Director— Michael S. Burke was appointed as a member of our Board of Directors in March 2007. Mr. Burke is currently the Executive Vice President, Chief Corporate Officer and Chief Financial Officer of AECOM Technology Corporation (NYSE: ACM), a global provider of professional technical and management support services to government and commercial clients. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy in October 2005. From 1990 to 2005, Mr. Burke was with the accounting firm, KPMG LLP. He served in various senior leadership positions most recently as a Western Area Managing Partner from 2002 to 2005 and was a member of KPMG’s Board of Directors from 2000 through 2005. While on the KPMG Board of Directors, Mr. Burke served as the Chairman of the Board Process and Governance Committee and a member of the Audit and Finance Committee. Mr. Burke also serves on various charitable and community boards.

     Ronald M. Sega, Director— Dr. Sega was appointed as a member of our Board of Directors in December 2007. Currently Dr. Sega serves as Vice President for Applied Research with the Colorado State University Research Foundation. He also serves as the Woodward Professor of Systems Engineering at Colorado State University’s College of Engineering. In addition, he serves as Special Assistant to the University’s Vice President for Research. From August 2005 to August 2007, Dr. Sega served as Under Secretary for the U.S. Air Force. In that capacity, he oversaw the recruiting, training and equipping of approximately 700,000 people and a budget of approximately $110 billion. Designated the Department of Defense Executive Agent for Space, Dr. Sega developed, coordinated and integrated plans and programs for space systems of all Department of Defense space major defense acquisition programs. From August 2001 until July 2005, Dr. Sega was Director of Defense Research and Engineering, Office of the Secretary of Defense. Dr. Sega worked for NASA from 1990 until 1996 and made two shuttle flights during his career as an astronaut. Dr. Sega received a B.S. in mathematics and physics from the United States Air Force Academy in 1974, a master of science degree in physics from The Ohio State University in 1975, and a doctorate in electrical engineering from the University of Colorado at Boulder in 1982.

     Dennis L. Yakobson, Director and Chairman of the Board—Mr. Yakobson has served as a director of Rentech and Chairman of the Board since 1983 and is one of the founders. In December 2005, he resigned from his position as Chief Executive Officer and currently serves as the Chairman. He was employed as Vice President of Administration and Finance of Nova Petroleum Corporation, Denver, Colorado, from 1981 to 1983. From 1979 to 1983, he served as a Director and Secretary of Nova Petroleum Corporation, Denver, Colorado. He resigned from those positions in November 1983 to become a Director and assume the presidency of Rentech. From 1976

to 1981 he served as a Director, Secretary and Treasurer of Power Resources Corporation, Denver, a mineral exploration company, and was employed by it as Vice President-Land. From 1975 to 1976 he was employed by Wyoming Mineral Corporation in Denver as a contract administrator. From 1971 through 1975 he was employed by Martin Marietta Corporation, Denver, as marketing engineer in space systems. From 1969 to 1971 he was employed by Martin Marietta in a similar position. From 1960 to 1969 he was employed by Grumman Aerospace Corporation, his final position with it being contract administrator with responsibility for negotiation of prime contracts with governmental agencies. He is a Director of GTL Energy Pty Ltd., a private company based in Adelaide, Australia. He received a Bachelor of Science degree in Civil Engineering from Cornell University in 1959 and a Masters in Business Administration degree from Adelphi University in 1963.

     D. Hunt Ramsbottom, Chief Executive Officer, President and Director—Mr. Ramsbottom was appointed President and director of Rentech in September 2005 and Chief Executive Officer in December 2005. Mr. Ramsbottom had been serving as a consultant to Rentech since August 2005 under the terms of a Management Consulting Agreement Rentech entered into with Management Resource Center, Inc. Mr. Ramsbottom has over 25 years of experience building and managing growth companies. Prior to accepting his position at Rentech, Mr. Ramsbottom held various key management positions including: Principal and Managing Director of Circle Funding Group LLC, from 2004 to 2005; Chief Executive Officer and Chairman of M2 Automotive, Inc., from 1997 to 2004; and Chief Executive Officer of Thompson PBE (NASDAQ: THOM), from 1989 to 1997, which was acquired by FinishMaster, Inc. in 1997. On April 17, 2005, M2 Automotive, Inc. completed an assignment for the benefit of its creditors pursuant to a state law insolvency proceeding. Mr. Ramsbottom holds a Bachelor of Science degree from Plymouth State College.

     Erich W. Tiepel, Director—Dr. Tiepel has served as a director of Rentech since 1983. Dr. Tiepel has 23 years of experience in all phases of process design and development, plant management and operations for chemical processing plants. Since 2005 Dr. Tiepel has been a principal of the environmental engineering company Golder Associates. From 1982 to 2005, Dr. Tiepel was a principal owner, president and director of Resource Technologies Group, Inc. (RTG), a privately owned company he founded. RTG is a high technology consulting organization specializing in process engineering, water treatment, hazardous waste remediation, and regulatory affairs. From 1977 to 1981 he was project manager for Wyoming Mineral Corporation, a subsidiary of Westinghouse Electric Corp., Lakewood, Colorado, where his responsibilities included management of the design, contraction and operation of ground water treatment systems for ground water cleanup programs. From 1971 to 1976 he was a principal project engineer for process research for Westinghouse Research Labs. From 1967 to 1971, he was a trainee of the National Science Foundation at the University of Florida in Gainesville, Florida. He obtained a Bachelor of Science degree in Chemical Engineering from the University of Cincinnati in 1967, and a Ph.D. in Chemical Engineering from the University of Florida in 1971.

     Halbert S. Washburn, Director—Mr. Washburn was appointed as a director of Rentech in December 2005. Mr. Washburn has over 20 years of experience in the energy industry. Mr. Washburn has been the Co-Chief Executive Officer and a Director of BreitBurn GP, LLC, the general partner of BreitBurn Energy Partners L.P. (NASDAQ: BBEP), since August 2006. He is also the co-founder and has been the Co-Chief Executive Officer of BreitBurn Energy Company LP and its predecessors since 1988. Mr. Washburn is responsible for BreitBurn’s oil and gas operations and co-manages BreitBurn’s acquisition and capital formation activities. Mr. Washburn currently serves on the Executive Committee of the Board of Directors of the California Independent Petroleum Association. He also served as Chairman of the Stanford University Petroleum Investments Committee and as Secretary and Chairman of the Wildcat Committee. Mr. Washburn holds a Bachelor of Science degree in Petroleum Engineering from Stanford University.

     Michael F. Ray, Director—Mr. Ray was appointed as a member of our Board of Directors in May 2005. Mr. Ray founded and has served as President of ThioSolv, LLC since 2001. ThioSolv, LLC is in the business of developing and licensing technology. Mr. Ray is also a partner of GBTX Leasing, LLC, a rail car leasing company. From 1995 to 2001, Mr. Ray served as Vice President of Business

Development for Coastal Catalyst and Chemicals Division. Mr. Ray worked for Coastal Chem, Inc. as President from 1990 to 1995 and Vice President of Corporate Development and Administration from 1986 to 1990. From 1985 to 1986, Mr. Ray served as Vice President of Carbon Dioxide Marketing. Mr. Ray worked for Liquid Carbonic Corporation as Regional Operations Manager from 1981 to 1985 and Plant Manager from 1980 to 1981. Mr. Ray received his Bachelor of Science in Industrial Technology from Western Washington University and his Masters of Business Administration from Houston Baptist University. Mr. Ray previously served as a member of the Board of Directors of Coastal Chem, Inc., Cheyenne LEADS and Wyoming Heritage Society. Mr. Ray also served on the Nitrogen Fertilizer Industry Ad Hoc Committee, the University of Wyoming EPSCOR Steering Committee and the Wyoming Governor’s committee for evaluating state employee compensation.

     Edward M. Stern, Director—Mr. Stern was appointed as a member of our Board of Directors in December 2006. Since 2004, Mr. Stern has served as the President and Chief Executive Officer of Neptune Regional Transmission System, LLC, a company which developed, constructed and now operates a 660 MW undersea electric transmission system that interconnects Sayreville, New Jersey with Long Island, New York. Mr. Stern is also leading the development of several other large transmission and renewable energy projects. From 1991 through 2004, Mr. Stern was employed by Enel North America, Inc. (a subsidiary of Enel SpA, an Italian electric utility company) and its predecessor, CHI Energy, Inc., an energy company which owned or operated nearly one hundred power plants in seven countries, specializing in renewable energy technologies including hydroelectric projects and wind farms. While at Enel North America, Inc. and CHI Energy, Inc., Mr. Stern served as General Counsel and, commencing in 1999, as President, Director and Chief Executive Officer. Mr. Stern currently serves on the Board of Directors of Energy Photovoltaics, Inc., a Princeton, NJ based manufacturer of solar energy products and systems, Capital Access Network, Inc., a small business lender, and serves on the Advisory Board of Starwood Energy Group Global, LLC, a private equity firm specializing in energy and infrastructure investments. Mr. Stern received B.A., J.D. and M.B.A. degrees from Boston University and is a member of the Massachusetts Bar and the Federal Energy Bar.

     Information concerning the business experience of Mr. Ramsbottom, who serves as President and Chief Executive Officer, is provided above.

     Douglas M. Miller, Chief Operating Officer and Executive Vice President—Mr. Miller has served as Chief Operating Officer and Executive Vice President of Rentech since January 2006. Mr. Miller was employed by Unocal Corporation since 1991 through its acquisition by Chevron Corporation in October 2005, and for more than five years prior to the acquisition, served as Vice President, Corporate Development.

     I. Merrick Kerr, Chief Financial Officer and Executive Vice President—Mr. Kerr was appointed our Chief Financial Officer, Executive Vice President and Treasurer in May 2006. Mr. Kerr was employed by Scottish Power PLC from 1992 through October 2005 where he progressed through the company in both financial and commercial roles, culminating in his appointment as Chief Financial Officer of PPM Energy, a non-utility subsidiary of Scottish Power based in Portland, OR, in 2001. Mr. Kerr has a bachelor’s degree in accountancy and economics from the University of Edinburgh and is a member of the Institute of Chartered Accountants of Scotland.

     Richard T. Penning, Executive Vice President, Commercial Affairs—Mr. Penning was appointed Executive Vice President, Commercial Affairs of Rentech in January 2007. Mr. Penning had served as a consultant to Rentech beginning in August 2006. Mr. Penning has over 30 years of business experience in the oil and chemical industries. Mr. Penning worked for 28 years with UOP, LLC until its acquisition by Honeywell, having held various management positions including: Vice President and General Manager of Ventures and Business Development from 2004 to 2005; and Vice President, Six Sigma and Supply Chain from 2002 until 2004. Previously he held leadership roles in the catalyst and marketing areas of UOP, LLC. Mr. Penning obtained a Bachelor of Science degree in Chemical Engineering from Case Western Reserve University and a Master of Business Administration degree from the University of Chicago Graduate School of Business.

     Colin M. Morris, Vice President, General Counsel and Secretary—Mr. Morris has served as the Vice President, General Counsel and Secretary of Rentech since June 2006. Mr. Morris practiced Corporate and Securities Law at the Los Angeles office of Latham & Watkins LLP from June 2004 to May 2006. From

September 2000 to May 2004 Mr. Morris practiced Corporate and Securities Law in the Silicon Valley office of Wilson, Sonsini, Goodrich and Rosati. Prior to that Mr. Morris practiced Corporate and Securities Law in the Silicon Valley office of Pillsbury Winthrop Shaw Pittman LLP. Mr. Morris received an A.B. degree in Government from Georgetown University and a J.D. from the University of California, Berkeley, Boalt Hall School of Law.

     The Board of Directors has a standing Audit Committee. The Board of Directors has determined that each member of the Audit Committee is “independent” within the meaning of the rules of the Securities and Exchange Commission and the American Stock Exchange.

     The charter of our Audit Committee is available on the Corporate Governance section of our website at http://www.rentechinc.com. The Board of Directors regularly reviews developments in corporate governance and modifies the charter as warranted. Modifications are reflected on our website at the address previously given. Information contained on our website is not incorporated into and does not constitute a part of the Original 10-K or this Amendment. Our website address referenced above is intended to be an inactive textual reference only and not an active hyperlink to the website.

     The Audit Committee of the Board of Directors has been delegated responsibility for reviewing with the independent auditors the plans and results of the audit engagement; reviewing the adequacy, scope and results of the internal accounting controls and procedures; reviewing the degree of independence of the auditors; reviewing the auditors’ fees; and recommending the engagement of the auditors to the full Board of Directors.

     The Audit Committee currently consists of Mr. Burke, Mr. Washburn and Dr. Tiepel. The Board of Directors has determined that Mr. Burke, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the rules of the Securities and Exchange Commission.

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Rentech’s executive officers and directors, and persons who own more than ten percent of a registered class of Rentech’s equity securities (collectively, “Insiders”), to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (the “SEC”). Insiders are required by SEC regulations to furnish Rentech with copies of all Section 16(a) forms they file. To Rentech’s knowledge, based solely on its review of the copies of such reports furnished to Rentech or written representations from certain Insiders that they were not required to file a Form 5 to report previously unreported ownership or changes in ownership, we believe that, during our fiscal year ending September 30, 2007, the Insiders complied with all such filing requirements.

     Rentech has adopted a code of ethics that applies to Rentech’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of ethics is filed as an exhibit to Rentech’s annual report on Form 10-K for the fiscal year ended September 30, 2004 and is available on the Corporate Governance Section of our website at www.rentechinc.com. Our website address referenced above is not intended to be an active hyperlink, and the contents of our website shall not be deemed to be incorporated herein.

Rentech’s goal is to commercialize its proprietary technology for the production of ultra clean synthetic fuels and chemicals. We plan to achieve this by first demonstrating our technology in a small scale Product Demonstration Unit, or PDU, and then in a single full scale commercial reactor. We believe the successful commercialization of our technology should result in a significant number of opportunities to have our technology deployed in ultra clean synthetic fuel and chemical plants both domestically and internationally. We expect to have our technology deployed in projects where Rentech owns equity as well as where Rentech is simply a technology licensor. We expect that successful commercialization of our technology will enable Rentech to significantly increase its market capitalization and result in a very substantial increase in business complexity.

The key operational goals to achieve our overall goal presently include completing the PDU, completing the development and design of the site in Adams County, Mississippi for our first commercial scale reactor, producing fuels and chemicals that meet customer requirements, entering into contracts for the sale of those products, maximizing the value from our nitrogen fertilizer plant in East Dubuque, Illinois through improved product mix and plant reliability, securing the financing necessary for our first full commercial scale reactor and then building our first commercial scale reactor.

We have focused on building an experienced management team that is capable of managing the company through a period of growth in order to meet our goals. We believe it is important for us to maintain continuity in our senior management team during this period. We have made it a policy to hire executives who are not only highly qualified for their position at our current size, but who also have the skills we believe to be necessary to perform their roles at the same high standard in a company that is significantly greater in size and complexity. We believe that the team that we have assembled is capable of delivering on our goals.

In fiscal year 2007, we compared the pay levels of our executive positions to those in a selected group of peer companies set forth in more detail below. Our base salaries were at or near the median of our peers. Our target total cash compensation was above the peer group median by about 20%. Our long-term incentives were not tied as closely to the performance of the company and shareholder returns as some in the peer group. As a result, other than the hire-on grant to Mr. Penning in January 2007 and stock option grants made to our other named executive officers in July of 2006 which were intended to cover the 15 month period through the end of fiscal year 2007, we made no long-term incentive grants to our executive officers during fiscal 2007 while we worked on developing a new long term incentive plan designed to more closely align management’s compensation with the performance of the company over the long term.

We believe that in our marketplace for talent, our base salaries are competitive, because they are in line with the median of that paid by our peer companies. Our annual cash bonuses are structured to provide short term incentives that place a focus on specific, defined business objectives for the company over the year. The results of the company as compared to the business objectives for 2007 were mixed, but given the challenges that faced the company in 2007 the performance was in line with and in some cases better than that of many peer companies. The Compensation Committee of our Board of Directors has been working on a new long-term incentive plan that we expect will go into effect during fiscal year 2008. The new plan is expected to place a strong emphasis on retention and on both relative and absolute stock price performance. It is anticipated that the performance elements will pay nothing for 25^th percentile performance but offer an opportunity for pay at the 75^th percentile for 75^th percentile and above performance with a sliding scale for performance in between those benchmarks.

Our focus is on providing a market-level salary for our executives with the opportunity to exceed market levels if short- and long-term performance exceeds expectations. The total compensation package for fiscal year 2008 is expected to pay our executives at the median level of the market for average performance, with compensation approaching the 75^th percentile of the market for exceptional performance.

In July 2007, the Compensation Committee retained an independent compensation consultant, Watson Wyatt Worldwide (“Watson Wyatt”), to assist it in evaluating our current executive compensation programs and in developing programs to meet our needs going forward. The Compensation Committee was ultimately responsible for selecting the consultant, determining the scope of any work done and negotiating and approving fees for such work. Management provided input on each of these items as requested by the Committee.

When originally assembling the current management team, the Compensation Committee gathered information independently with the assistance of a compensation consultant, on executives in comparable positions in energy companies of between $100 million and $500 million in market capitalization. This information was used as a benchmark in making the original salary, incentive and equity awards to the existing executive team as documented in the existing employment contracts. Mr. Morris does not have an employment contract, but a similar process was followed in his hiring and offer process.

In 2007, Watson Wyatt worked with the Compensation Committee and Rentech management to develop an updated group of peer companies to which Rentech’s current executive compensation programs could be compared. The list was created targeting companies (a) in the alternative energy and/or fertilizer industry and (b) with a market capitalization of about $500 million, slightly larger than our market capitalization at the time. We believe this is a group that represents the type of companies for which we may compete for executive talent and who we therefore want to be competitive with in terms of compensation. The original peer group was constructed by Watson Wyatt. Rentech management reviewed the list and made a few suggested modifications, which were reviewed by Watson Wyatt. The final group of companies was submitted for review and approval to the Compensation Committee, and consisted of the following:

Methanex and Terra Industries were judged to be too large for proper comparison of compensation, and were removed from the analysis for the purposes of making judgments on compensation. However, these are considered good industry peers and are included in the peer group for comparisons of company stock price performance.

In mid-2007, data were gathered from these peer companies, as well as from published survey data from major compensation survey providers (including Watson Wyatt), on various elements of executive compensation including base salaries, total cash compensation, long-term incentives and total direct compensation.

Rentech’s base salaries were found to be at or near the median of the market data gathered, exceeding the 50^th percentile of the data by 3% on average for our named executive officers (“NEOs”). Our target total cash

compensation was higher than the median of the market data, on average about 23% above the 50^th percentile of market data gathered for our NEOs. We made stock option grants to our NEOs in July 2006 with a three year vesting schedule which were designed to cover the 15 month period until the end of fiscal year 2007. We made few other equity grants in FY 2007. A comparison of our long-term incentives (“LTIs”) and total direct compensation (base, bonus, and LTI), including annualized grant values from 2006 and part of sign-on equity, was generally between the 60^th and 75^th percentiles of the market. We concluded from this that our base salaries and short-term incentives are well positioned to attract and retain the type of management team that we believe is necessary to successfully implement our commercialization strategy. However, we determined that our long-term incentive plan could be improved by more closely aligning the performance of the company and the return to shareholders with management’s compensation. To that end we have been developing a new LTI plan.

Base Salary

Base salaries for the executive officers at Rentech were generally set during the hiring process for the executives in late 2005 and early 2006. The Board considered data on executives in comparable positions at other publicly traded companies within the energy industry when making offers to the current team of executives and, with the exception of Mr. Morris, the terms of these negotiations are documented in written employment contracts. Each of these employment contracts provides for an automatic increase in base salary equal to the change in the Consumer Price Index for all Urban Consumers on a year-over-year, August to August, basis. Salary increases for fiscal year 2007 based on the Consumer Price Index for Messrs. Ramsbottom, Kerr, Miller and Morris were 3.8%.

For Messrs. Kerr and Morris, a performance evaluation was completed a short time after their date of hire, and they were slotted into the general increase guidelines as applied to all Rentech employees, which allowed for merit increases of between 0% and 5%. Mr. Kerr received an increase of 3.5% based on this performance evaluation. Mr. Morris received an increase of 5.0% based on this performance evaluation. The Board may provide additional merit increases to the base salary of the company’s executives at its discretion. No such adjustments were made in the prior year.

Rentech maintains an annual incentive plan for its executive officers. Successful completion of the short-term objectives of the company are critical in achieving the planned level of growth, but are not yet necessarily reflected in traditional incentive plan targets such as revenue or financial growth metrics. The annual incentive plan is designed to reward our executives for successfully taking the immediate needed steps toward the long term success of the company. The target bonus for the CEO in his employment agreement is set at 100% of his base salary. The targets for the other NEOs in their employment agreements or arrangements are set at 50% of their respective base salaries.

Prior to the beginning of each fiscal year, the CEO and other senior officers develop a series of broad business-related objectives for the upcoming fiscal year. This plan is then reviewed by the Board, which provides substantial input and revisions, and sets the goals for the year. The ultimate decision on objectives is made by the Board. These goals are then widely distributed among eligible participants.

At the end of the year, the CEO develops a “scorecard” of recommendations for each of his direct reports based on their performance on the goals set by the Board, with each goal ranked on a scale from zero (did not meet) to two (exceptional performance). This scorecard is reviewed by the Compensation Committee and the Board, and modified as appropriate in their discretion. Final bonus payments for the CEO and the other executives are determined based on company performance on goals over which they exert some level of control, as determined by the CEO and the Compensation Committee and the Board, and

ranges from 0% of target to 200% of target depending on performance. The ultimate decision on executive bonuses is made by the Compensation Committee and the Board.

In fiscal 2007, we had the following goals and results:

Determination of the level of achievement of these goals is largely at the discretion of the CEO and ultimately the Compensation Committee and the Board for the CEO’s direct reports and completely at the discretion of the Compensation Committee and the Board for the CEO. While not all of the goals were achieved in the period, many of the goals were. Management faced significant challenges in 2007 which inhibited some of the Company’s plans and presented opportunities for changes in the Company’s plans, such as the shift in focus from the East Dubuque conversion project to the Natchez project. As a result of Rentech’s performance in fiscal year 2007 on these goals, Mr. Ramsbottom received 120% of his target bonus, Mr. Kerr received 110% of his target bonus, Mr. Miller received 65% of his target bonus, Mr. Morris received 120% of his target bonus, and Mr. Penning received 100% of his target bonus on a prorated basis.

The specific goals for the Company in fiscal year 2008 are along similar lines to those disclosed for 2007. The Board feels that the goals set are challenging, and appropriately calibrated to require a high level of performance in FY 2008 from Rentech’s executive group. While some of the goals consist of proprietary information that may hurt the performance of Rentech in the marketplace were they disclosed, following is an overview of some of the goals: (1) development of our plans for our first commercial scale reactor, currently planned at the Natchez site; (2) completion and successful operation of the PDU by the Spring of 2008; (3) partnership and offtake agreements to support our Natchez project; (4) building out of our brand and greater awareness in the market of the positive environmental impacts of our technology; (5) continued strong safety record at our facilities; (6) certification of our product for the market; (7) development of certain commercial opportunities; and (8) certain financial performance levels at our nitrogen fertilizer plant.

Historically, Rentech has granted both restricted stock units and option awards to its executives. Restricted stock units were made at or around the date of hire for each of the executives at Rentech. An award of stock options was made on July 16, 2006, which was intended to cover 15 months of performance for Rentech executives. Mr. Penning received a grant of restricted stock units on January 22, 2007. No other equity awards were made to Rentech’s NEOs in fiscal year 2007.

From the latter part of 2007 to date, the Compensation Committee has been working with Watson Wyatt to design a new long-term incentive plan for awards to be made in 2008. The Compensation Committee intends to strike a good balance between retention, equity ownership and performance with its new design. The plan is expected to have several elements including time-based restricted stock units and performance shares. The goals set for the performance share plan are expected to provide for maximum payout only if the Company has relative performance at or above the 75^th percentile of other companies in the industry and a significant absolute share price increase. The performance-based elements of the plan are expected to provide for no payout at all for performance at or below the 25^th percentile of the peer group and an absolute share price increase below a threshold.

The Board feels that the rewards provided to the executives for such performance should adequately compensate them for the efforts required to achieve these goals and better align their incentives with shareholder returns.

Management Stock Purchase Plan (MSPP). The Compensation Committee and the Board also anticipate implementing a program under which NEOs would be required to use a portion of any annual incentive bonus received to purchase shares of Company stock. The Company would then match the deferral, on a dollar-for-dollar basis, in shares of restricted stock, with cliff vesting at the end of three years, only if the stock is not sold in the intervening time. Executives would be able to choose to defer additional funds into the plan, but no additional matching would be available. The Board believes that this would promote ownership of company stock among the executive group, increasing their personal investments into the Company and rewarding the participants as the shareholders are rewarded.

As part of the compensation package, Rentech provides its executives with a car allowance, a financial advisor as well as other benefits such as health insurance and a 401(k) matching program at levels comparable to those provided to employees at other levels in the organization. Mr. Penning also receives a housing allowance as part of a relocation package related to his move from Illinois to Los Angeles, California to join the Company. The Compensation Committee does not feel that perquisites should play an important role in the compensation of our executives, but also feels that the benefits described above are reasonable and in line with those provided to management level employees.

Rentech has entered into employment agreements with Messrs. Ramsbottom, Kerr, Miller and Penning. The industry in which we operate is very volatile and acquisitive, and we feel that these contracts provide our executive team with an adequate level of security in their roles in such an environment. Generally speaking, the employment agreements provide our executives with one year’s base salary (two years’ for Mr. Ramsbottom) and one year’s target bonus in severance in the event that their employment is terminated without cause. See the Summary Compensation Table and discussions below for more details on these agreements. The contracts also provide for accelerated vesting of any sign-on equity granted, as well as 18 months of company-paid medical coverage in certain situations. Though he does not have a contract, and therefore no contractual severance provisions, the sign-on equity grant for Mr. Morris would vest in similar circumstances.

Further, in the event of a change in control of the Company, all outstanding option awards would immediately become vested and exercisable. The employment contracts also provide gross-up protection against potential

liabilities under IRC Sections 280G and 4999, though none of the executives currently exceed their statutory safe harbor limits under these provisions.

     The Compensation Committee of the Board of Directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, the Compensation Committee determined that the Compensation Discussion and Analysis should be included in this report.

     The following table sets forth information concerning total NEO compensation for fiscal 2007, as proscribed by the new SEC guidelines, on a GAAP basis. These amounts combine both compensation earned and paid in fiscal 2007 with compensation awarded or earned relative to prior years, but expensed this year.

     The following table sets forth information with respect to the NEOs concerning the grant of plan-based awards during the last fiscal year. All the plan-based awards were granted at the fair market value on the date of grant.

     For a narrative description of fiscal year 2007 salaries, bonuses and equity-based awards, please see the sections entitled “Compensation Discussion and Analysis” and “Employment Contracts”.

     The following table sets forth information with respect to the NEOs, concerning the outstanding equity awards as of September 30, 2007.

     The following table sets forth information with respect to the NEOs, concerning the option exercises and stock vested during the fiscal year ended September 30, 2007.

     The employment agreements of Messrs. Ramsbottom, Kerr, Miller and Penning provide for severance payments upon termination without cause, non-renewal of the executive’s employment agreement and the executive’s resignation for good reason. The employment agreements also provide for payments upon a termination without cause and executive’s resignation for good reason upon a change in control at the Company. In addition, the restricted stock unit agreements of Messrs. Ramsbottom, Kerr, Miller, Morris and Penning provide for accelerated vesting upon the occurrence of the same events. In the event that any severance payments to Messrs. Ramsbottom, Kerr, Miller and Penning are subject to federal excise taxes under the “golden parachute” provisions of the tax code, Rentech is required to pay the executives a gross-up for any such excise taxes plus any excise, income or payroll taxes owed on the payment of the gross-up for the excise taxes. No severance payments or accelerated vesting events are provided if a named executive officer is terminated for cause or resigns without good reason, or if upon an executive’s death or disability.

     The potential payouts and vesting amounts that each of Messrs. Ramsbottom, Kerr, Miller, Morris and Penning would receive upon one of the qualifying termination or change in control events described above, assuming such event occurred on September 30, 2007, are set forth in the tables below. The amounts include the fair value of accelerated restricted stock unit awards valued as of September 30, 2007.

     The following table sets forth information with respect to the directors, concerning director compensation as of the end of the last fiscal year, as prescribed by the SEC guidelines, on a GAAP basis. These amounts combine both compensation earned and paid in fiscal 2007 with compensation awarded or earned relative to prior years, but expensed this year.

     Directors who are employees of Rentech do not receive additional compensation for their services. Effective April 2006, the compensation plan for nonemployee directors provides for an annual retainer of $20,000 to be paid quarterly to each outside director. Additional cash compensation is provided for participation in committees of the Board, up to a maximum of $15,000 per year for all committee work. The Chairman of the Board and the Chairman of the Audit Committee receive $15,000 per year; the Chairman of the Compensation and the Chairman of the Nominating Committee receive $7,500 per year; and regular committee members receive $4,000 per year. Directors are reimbursed for reasonable out-of-pocket expenses incurred in their capacity as directors. No additional cash fees are paid to directors for attendance at Board or committee meetings.

     Each new nonemployee member of the Board is granted a five-year, fully-vested option to purchase 20,000 shares of the Company’s common stock at the fair market value of the Company’s common stock on the date of grant, as determined in accordance with the Company’s 2006 Incentive Award Plan (the “Incentive Plan”). Each outside director serving immediately following the Company’s annual meeting of shareholders shall also be granted the number of shares of restricted Company common stock obtained by dividing $40,000 by the fair market value of the Company’s common stock on the date of grant, as determined in accordance with the Incentive Plan, rounded up to the nearest 100 shares. The restricted stock awards will vest in four equal installments on the last day of each of the Company’s first four fiscal quarters following the date of grant, subject to the director’s continued Board service through each such date. Each nonemployee director serving immediately following the Company’s annual meeting of shareholders shall also be granted a stock option with a six-year term to purchase 15,000 shares of the Company’s common stock at an exercise price equal to the fair market value of a share of the Company’s common stock on the date of grant, determined in accordance with the Incentive Plan. The stock option will vest in a single installment on the one year anniversary of the date of grant, subject to the director’s continued Board service through such date.

     Executive officers generally are elected at the annual director meeting immediately following the annual shareholder meeting. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment our best interests will be served thereby, without prejudice to contractual rights, if any, of the person so removed.

     We have entered into employment agreements with certain of our named executive officers including, Messrs. Rambsbottom, Miller, Kerr and Penning which are described below. In addition, on September 30, 2005 we entered into a retirement arrangement with Mr. Yakobson (see “Certain Relationships and Related Party Transactions”).

On January 20, 2006, we entered into an employment agreement with D. Hunt Ramsbottom to serve as the Chief Executive Officer and President of Rentech. The term of the employment agreement is for three years from December 15, 2005, subject to automatic renewal unless we or Mr. Ramsbottom give prior notice. The agreement provides for base compensation of $370,000 per year, subject to annual cost of living adjustments, provides Mr. Ramsbottom with the opportunity to earn an annual cash bonus, and provides for his participation in our standard benefit programs and the reimbursement of specified expenses. Also in connection with the agreement, we agreed to grant Mr. Ramsbottom 450,000 restricted stock units that are to be settled in shares of common stock of Rentech. These restricted stock units will vest over a three-year period such that one-third will vest on each of Mr. Ramsbottom’s one year, two year and three year anniversary dates of his vesting commencement date of December 15, 2005, subject to partial or complete acceleration under certain circumstances, including termination without cause, termination for good reason or upon a change in control (in each case as defined in the agreement). If Mr. Ramsbottom is terminated without cause, terminates for good reason or we fail to offer to renew this agreement on competitive terms, we will be obligated to pay Mr. Ramsbottom severance including base salary continuation for 24-months, a target bonus for the year of termination equal to his then-applicable base salary, continuation of his health care benefits, and acceleration of the vesting of a portion of the restricted stock unit grant. If a termination entitling Mr. Ramsbottom to severance occurs during the period of three months prior and two years after a change in control, the severance payment will be made in a lump sum, and the bonus component will be increased to the extent the most recent prior actual annual bonus earned by Mr. Ramsbottom exceeded his then applicable annual base salary. Upon a change of control the full restricted stock unit grant will vest. In addition, in the event any federal excise tax is payable with respect to any payment due to Mr. Ramsbottom upon a change in control, we have agreed to pay such excise tax, including a grossup payment. Subject to the severance obligations contained in the agreement, we may terminate Mr. Ramsbottom’s employment at any time. Mr. Ramsbottom also executed a corporate confidentiality and proprietary rights agreement.

     On January 20, 2006, we entered into an employment agreement with Douglas M. Miller to serve as the Chief Operating Officer and an Executive Vice President of Rentech. The term of the employment agreement is for three years from January 20, 2006, subject to automatic renewal unless we or Mr. Miller give prior notice. The agreement provides for base compensation of $300,000 per year, subject to annual cost of living adjustments, provides Mr. Miller with the opportunity to earn an annual cash bonus, and provides for his participation in our standard benefit programs and the reimbursement of specified expenses. Also in connection with the agreement, we agreed to grant Mr. Miller 375,000 restricted stock units that are to be settled in shares of common stock of Rentech. These restricted stock units will vest over a three-year period such that one-third will vest on each of Mr. Miller’s one year, two year and three year anniversary dates of his vesting commencement date of January 20, 2006, subject to partial or complete acceleration under certain circumstances, including termination without cause, termination for good reason or upon a change in control (in each case as defined in the agreement). If Mr. Miller is terminated without cause, terminates for good reason or we fail to offer to renew this agreement on competitive terms, we will be obligated to pay Mr. Miller severance including base salary

continuation for 12-months, a target bonus for the year of termination equal to 50% of his then-applicable base salary, continuation of his health care benefits, and acceleration of the vesting of a portion of the restricted stock unit grant. If a termination entitling Mr. Miller to severance occurs during the period of three months prior and two years after a change in control, the severance payment will be made in a lump sum, the bonus component will be increased to the extent the most recent prior actual annual bonus earned by Mr. Miller exceeded his then applicable annual base salary. Upon a change of control the full restricted stock unit grant will vest. In addition, in the event any federal excise tax is payable with respect to any payment due to Mr. Miller upon a change in control, we have agreed to pay such excise tax, including a gross-up payment. Subject to the severance obligations contained in the agreement, we may terminate Mr. Miller’s employment at any time. Mr. Miller also executed a corporate confidentiality and proprietary rights agreement.

     On May 11, 2006, we entered into an employment agreement dated May 15, 2006 with I. Merrick Kerr to serve as Chief Financial Officer and Executive Vice President of Rentech. The term of the employment agreement is for three years from May 15, 2006, subject to automatic renewal unless we or Mr. Kerr give prior notice. The agreement provides for base compensation of $265,000 per year, subject to annual cost of living adjustments, provides Mr. Kerr with the opportunity to earn an annual cash bonus, and provides for his participation in our standard benefit programs and the reimbursement of reasonable business expenses. Also in connection with the agreement, we agreed to pay Mr. Kerr a one-time commencement payment of $30,000 payable within 30 days of May 15, 2006, and to grant Mr. Kerr 325,000 restricted stock units that are to be settled in shares of common stock of Rentech. These restricted stock units will vest over a three-year period such that one-third will vest on each of Mr. Kerr’s one year, two year and three year anniversary dates of his vesting commencement date of May 15, 2006, subject to partial or complete acceleration under certain circumstances, including termination without cause, termination for good reason or upon a change in control (in each case as defined in the agreement). If Mr. Kerr is terminated without cause, terminates for good reason or we fail to offer to renew this agreement on competitive terms, we will be obligated to pay Mr. Kerr severance including base salary continuation for 12-months, a target bonus for the year of termination equal to 50% of his then-applicable base salary, continuation of his health care benefits, and acceleration of the vesting of a portion of the restricted stock unit grant. If a termination entitling Mr. Kerr to severance occurs during the period of three months prior and two years after a change in control, the severance payment will be made in a lump sum, the bonus component will be increased to the extent the most recent prior actual annual bonus earned by Mr. Kerr exceeded his then applicable annual base salary. Upon a change of control the full restricted stock unit grant will vest. In addition, in the event any federal excise tax is payable with respect to any payment due to Mr. Kerr upon a change in control, we have agreed to pay such excise tax, including a gross-up payment. Subject to the severance obligations contained in the agreement, we may terminate Mr. Kerr’s employment at any time. Mr. Kerr has also executed a corporate confidentiality and proprietary rights agreement.

     On January 22, 2007, we entered into an employment agreement with Richard T. Penning to serve as Executive Vice President, Commercial Affairs of Rentech. The term of the employment agreement is for two years from January 15, 2007, subject to automatic renewal unless we or Mr. Penning give prior notice. The agreement provides for base compensation of $265,000 per year, subject to annual cost of living adjustments, provides Mr. Penning with the opportunity to earn an annual cash bonus, and provides for his participation in our standard benefit programs and the reimbursement of reasonable business expenses. We agreed to reimburse Mr. Penning for up to $7,500 for legal fees associated with the review and preparation of his employment agreement. We also agreed to pay for certain costs associated with relocating Mr. Penning to Los Angeles, California, including: (a) the costs of up to two housing search trips; (b) up to $20,000 to move Mr. Penning’s household goods from Illinois to California; (c) reasonable expenses of temporary living in Los Angeles of up to $4,000 per month in rent while Mr. Penning found permanent housing in Los Angeles, as well as travel between Illinois and California; (d) reimbursement for miscellaneous relocation expenses of up to $20,000, as well as a gross-up payment for state and federal taxes; and (e) a housing allowance of $60,000 per year for two years after finding permanent housing in Los Angeles and $48,000 for the third year, in each case paid on a periodic basis with base salary. Also in connection with the agreement, we agreed to pay Mr. Penning a one-time commencement payment of $15,000 and to grant Mr. Penning 275,000 restricted stock units that are to be settled in shares of common stock of Rentech. These restricted stock units will vest over a three-year period such that one-third will vest on each of Mr. Penning’s one year, two year and three year anniversary dates of his vesting commencement date of January 15, 2007, subject to partial or complete acceleration under certain circumstances, including termination without cause, termination for good reason or upon a change in control (in each case as defined in the agreement). If Mr. Penning is terminated without cause, terminates for good reason or we fail to offer to renew this agreement on competitive terms, we will be obligated to pay Mr. Penning severance including base salary continuation for 12-months, a target bonus for the year of termination equal to 50% of his then-applicable base salary, continuation of his health care benefits, and acceleration of the vesting of a portion of the restricted stock unit grant. If a termination entitling Mr. Penning to severance occurs during the period of three months prior and two years after a change in control, the severance payment will be made in a lump sum, the bonus component

will be increased to the extent the most recent prior actual annual bonus earned by Mr. Penning exceeded his then applicable annual base salary. Upon a change of control the full restricted stock unit grant will vest. In addition, in the event any federal excise tax is payable with respect to any payment due to Mr. Penning upon a change in control, we have agreed to pay such excise tax, including a gross-up payment. Subject to the severance obligations contained in the agreement, we may terminate Mr. Penning’s employment at any time. Mr. Penning has also executed a corporate confidentiality and proprietary rights agreement.

     We have a 401(k) plan. Employees who are at least 21 years of age are eligible to participate in the plan and share in the employer matching contribution. The employer is currently matching 75% of the first 6% of the participant’s salary deferrals. All participants who have completed 1,000 hours of service and who are employed on the last day of the plan year are eligible to share in the non-matching employer contributions. Employer matching and non-matching contributions vest immediately in years in which the plan is not top-heavy. During years in which the plan is top-heavy, employer matching and non-matching contributions vest 100% after three years of service. We contributed $637,000, $348,000 and $183,000 to the plan for the years ended September 30, 2007, 2006, and 2005.

     During fiscal year 2007, the following individuals served as members of the Compensation Committee: Michael F. Ray, Erich W. Tiepel and Halbert S. Washburn. None of these individuals has ever served as an officer or employee of the Company or any of its subsidiaries. No executive officer of the Company has served as a director or member of the compensation committee of another entity at which an executive officer of such entity is also a director of the Company.

     The following table sets forth certain information regarding beneficial ownership of Rentech’s common stock as of January 14, 2008 by (i) all persons who own of record or are known to Rentech to beneficially own more than 5% of the issued and outstanding shares of Rentech’s common stock and (ii) each director and named officer named in the tables under “Executive Compensation,” and by all executive officers and directors as a group:

     The following table provides information as of September 30, 2007 with respect to our compensation plans, including individual compensation arrangements, under which our equity securities are authorized for issuance.

The equity securities issued as compensation under shareholder approved compensation plans consist of stock options and restricted stock units. The equity securities issued as compensation without shareholder approval consist of stock options, stock purchase warrants and restricted stock units. The stock options and stock purchase warrants have exercise prices equal to the fair market value of our common stock, as reported by the American Stock Exchange or the Nasdaq Bulletin Board, as of the date the securities were granted. The options and warrants may be exercised for a term ranging from five to ten years after the date they were granted. For a narrative description of the material terms of the equity compensation plans and other compensation arrangements summarized in the above table, please see the section entitled “Accounting for Stock Based Compensation” in note 15 to our consolidated financial statements included in the Original 10-K.

     On September 30, 2005, Rentech entered into a retirement agreement with Dennis L. Yakobson. Pursuant to Mr. Yakobson’s retirement package, in return for Mr. Yakobson’s retirement on December 31, 2005, Rentech has provided or will provide the following retirement benefits: (1) Rentech agreed to pay

severance to Mr. Yakobson of $265,543 for each of the years 2006 and 2007. Rentech paid Mr. Yakobson six months severance on his last day of employment, with monthly payments commencing in the seventh month after retirement; (2) Rentech paid Mr. Yakobson $250,000 in lieu of certain benefits and bonus opportunities that would have accrued under his employment agreement against the exercise price of stock options; (3) Mr. Yakobson’s $80,517 of convertible promissory notes were amended to extend the term (to September 30, 2008), and reduce the interest rate (to the prime rate published by the Wall Street Journal); (4) Rentech paid Mr. Yakobson his unfunded deferred compensation in the amount of $196,358 against the exercise price of stock options; (5) Mr. Yakobson entered into a consulting agreement with Rentech providing for a monthly fee of $10,000, for a term of one year, commencing on January 1, 2006; and (5) Rentech granted Mr. Yakobson stock options with a two year term and an exercise price of $2.53 per share for 115,000 shares under Rentech’s 2005 Stock Option Plan, and granted an identical option for 455,000 shares under Rentech’s 2006 Incentive Award Plan. On September 29, 2007, the expiration date of Mr. Yakobson’s unexercised options of 510,000 shares was extended to September 29, 2009. The exercise price of the options remains the same.

     On August 5, 2005, Rentech entered into a Management Consulting Agreement with Management Resource Center, Inc., a California corporation (“MRC”), of which D. Hunt Ramsbottom was a partner and the principal on the account. Pursuant to the terms of the agreement, Mr. Ramsbottom would provide various management consulting services to Rentech. In August 2005, Mr. Ramsbottom exercised his right to assign the agreement to East Cliff Advisors, LLC (“East Cliff”), an entity controlled by Mr. Ramsbottom. As part of the consideration under the agreement, Rentech issued East Cliff a warrant to purchase Rentech common stock. In August 2006, East Cliff notified Rentech that a portion of the warrant had been assigned to a third party. Following the assignment, East Cliff now holds a fully-vested warrant to purchase 2,082,500 shares of Rentech common stock and a warrant to purchase 787,500 shares of Rentech common stock which will vest when Rentech’s stock price reaches $5.25 or higher for twelve consecutive trading days. The exercise price of each of the warrants is $1.82 per share.

     For a discussion of director independence, see Item 10 “Directors, Executive Officers and Corporate Governance.”

     The aggregate fees billed by Ehrhardt Keefe Steiner & Hottman P.C. for professional services rendered for the audit of Rentech’s consolidated financial statements for the fiscal year ended September 30, 2007 and 2006, and for the audit of management’s assessment of internal controls, and for reviews of the financial statements included in Rentech’s quarterly reports on Form 10-Q, assistance with Securities Act filings and related matters, consents issued in connection with SEC filings, and consultations on financial accounting and reporting standards arising during the course of the audit for those fiscal years were $783,200 and $631,000, respectively.

     Audit related fees include billings for assurance and related services that are reasonably related to the performance of the audit or review of Rentech’s financial statements, and are not reported as Audit Fees. Such fees billed for the fiscal years ended September 30, 2007 and 2006 were $44,200 and $0, respectively.

     The aggregate fees billed by Ehrhardt Keefe Steiner & Hottman P.C. for professional services rendered for tax compliance, tax advice, and tax planning for the fiscal years ended September 30, 2007 and 2006 were $0 and $1,000, respectively. These services consisted of assistance in the preparation of federal and state income tax filings, federal and state tax examination assistance, and other tax planning consultations.

     There were no other fees billed by Ehrhardt Keefe Steiner & Hottman P.C. for services rendered to Rentech other than the services described above.

     The Audit Committee’s policy as to all engagements of the principal accountants is to collect detailed information before the engagement is made about the specific services that would be provided. With that information and related information, the committee decides whether, in its judgment, the independence of the principal accountant would be impaired by the proposed engagement. If so, the committee’s policy is to reject the proposed engagement. If not, the Audit Committee will accept the engagement letter but its policy is to preapprove any services to be provided that are not covered by the engagement letter.

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.