As filed with the Securities and Exchange Commission on February 10, 1998
  
                                           File No. 33-                
  
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
  
                                FORM S-8
  
                         REGISTRATION STATEMENT
                    Under The Securities Act of 1933
  
                               RENTECH, INC.                
         (Exact name of registrant as specified in its charter)
  
              Colorado                                       84-0957421
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)
  
  
  1331 17th Street, Suite 720, Denver, Colorado                 80202
  (Address of Principal Executive Offices)                  (Zip Code)
  
  
                         1996 Stock Option Plan
                        (Full title of the plan)
  
  
                              Loren L. Mall
                           Brega & Winters P.C.
                     1700 Lincoln Street, Suite 2222
                          Denver, Colorado 80203
                 (Name and address of agent for service)
  
  
                             (303) 866-9400
      (Telephone number, including area code, of agent for service)
  
  
                   CALCULATION OF REGISTRATION FEE
  
                                 Proposed       Proposed
                                 Maximum        Maximum     Amount of
    Title of        Amount to    Offering       Aggregate   Registration
    Securities to       be       Price          Offering    Fee
    be Registered   Registered   Per Unit (1)   Price(1)
    -------------   ----------   ------------  ---------    ------------
  
   Common Stock,     500,000      $.9375        $468,750     $161.64
   $.01 par value    shares
  
  (1)  Estimated solely for purposes of calculation of the registration
       fee.  Based upon the closing price of the Common Stock on NASDAQ on
       February 3, 1998, pursuant to Rule 457(c) of the Securities Act of
       1933.
  
  
  Part II Form S-8 Registration Statement
  
  
  
  
  
  <PAGE>
                                                      PAGE 2
                                    PART I
  
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.  Plan Information.
  
       The Company has provided or will provide a written statement to
  participants who are issued options to purchase shares of its common
  stock from it according to the terms of the 1996 Stock Option Plan that
  the Company will furnish them without charge, upon oral or written
  request, copies of the documents incorporated in this registration
  statement by reference in Item 3 of Part II, and stating that these
  documents are incorporated into the Section 10(a) prospectus.  The
  Company will also make available without charge, upon oral or written
  request, other documents required to be delivered to employees pursuant
  to Rule 428(b).  Such documents are available from the Company's
  administrative office at 1331 17th Street, Suite 720, Denver, Colorado
  80202, telephone number (303) 298-8008.
  
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
       The Company has provided or will provide a written statement to
  participants who are issued options to purchase shares of its common
  stock from it according to the terms of the 1996 Stock Option Plan that
  the Company will furnish them without charge, upon oral or written
  request, copies of the documents incorporated in this registration
  statement by reference in Item 3 of Part II, and stating that these
  documents are incorporated into the Section 10(a) prospectus.  The
  Company will also make available without charge, upon oral or written
  request, other documents required to be delivered to employees pursuant
  to Rule 428(b).  Such documents are available from the Company's
  administrative office at 1331 17th Street, Suite 720, Denver, Colorado
  80202, telephone number  (303) 298-8008.
  
  
                                   PART II
  
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference.
  
       The following documents are deemed to be incorporated by reference
  in this registration statement and to be a part hereof.
  
       1.  The Company's Form 10-KSB/A dated January 15, 1998 amending its
  Annual Report on Form 10-KSB dated December 29, 1997 for the year ended
  September 30, 1997. 
  
       2.  The description of the registrant's common stock as contained in
  the registrant's registration statement filed pursuant to Section 12 of
  the Securities Exchange Act of 1934 (the "Exchange Act"), including any
  amendment or report filed for the purpose of updating such description.
  
  
  
  
  
  <PAGE>
                                                      PAGE 3
  
       All documents subsequently filed by the registrant with the
  Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or
  which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference into this registration statement and to
  be a part hereof from the date of filing of such documents.
  
  
  Item 4.  Description of Securities.
  
       Not applicable.
  
  
  Item 5.  Interests of Named Experts and Counsel.
  
       Brega & Winters P.C., general counsel to the Company, has rendered
  an opinion in connection with this registration statement that the Shares
  being offered, upon issuance and payment therefor, will be duly
  authorized, validly issued, fully paid and non-assessable.  A lawyer
  associated with Brega & Winters P.C. beneficially owns 283,052 Shares of
  the Company's common stock.
  
  
  Item 6.  Indemnification of Directors and Officers.
  
       The only statute, charter provision, bylaw, contract or other
  arrangements under which any controlling persons, director or officer of
  the Registrant is insured or indemnified in any matter against liability
  which he may incur in his capacity as such is as follows:
  
       (a)  As allowed by Colorado law, the Articles of Incorporation
  contain a provision which eliminates the personal liability of directors
  to the Company or its shareholders for monetary damages for certain
  breaches of fiduciary duty as a director.  That provision does not
  eliminate liability for breach of the director's duty of loyalty; acts or
  omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law; certain acts specified in the Colorado Business
  Corporation Act; or any transaction from which the director derived an
  improper personal benefit.  In addition, the Articles of Incorporation
  provide indemnification for directors and officers to the fullest extent
  allowed by law.  In general terms, indemnification is required if the
  director is successful in the defense of the claim made against him.  A
  corporation may indemnify if the director conducted himself in good
  faith; he reasonably believed, in the case of conduct in his official
  capacity with the corporation, that his conduct was in the corporation's
  best interests, or in all other cases, that his conduct was at least not
  opposed to the best interests of the corporation; and in the case of any
  criminal proceeding, he had no reasonable cause to believe his conduct
  was unlawful.  However, indemnification is not allowed where the director
  was adjudged liable to the corporation or was adjudged liable on the
  basis that personal benefit was improperly received by him. 
  Indemnification can include costs and legal fees incurred by the
  director.  The corporation may advance the cost of defense and may
  indemnify officers, employees and agents of the corporation who are not
  directors to the same extent as a director.  
  
  
  
  <PAGE>
                                                      PAGE 4
  
       (b)  The Certificate of Incorporation and Bylaws of the Registrant
  generally require indemnification of officers and directors to the
  fullest extent allowed by law.
  
  
  Item 7.  Exemption From Registration Claimed.
  
       Not applicable.
  
  
  Item 8.  Exhibits.
  
       4.1  Stock Option Agreement  for Grant of Options Under the 1996
            Stock Option Plan for Nonstatutory Stock Options. 
  
       4.2  Stock Option Agreement for Grant of Options Under the 1996
            Stock Option Plan for Incentive Stock Options.
  
       5.1  Legality Opinion of Brega & Winters P.C. 
  
      23.1  Consent of Brega & Winters P.C. (included in Exhibit 5.1 to
            this Registration Statement)
  
      23.2  Consent of BDO Seidman, LLP.
  
      24.1  General Power of Attorney.
  
      99.1  Form of prospectus for the reoffer of control securities.
  
  
  Item 9. Undertakings.
  
            (a)  The undersigned registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales
  are being made, a post-effective amendment to this registration
  statement:
  
                      (i)  To include any prospectus required by Section
                      10(a)(3) of the Securities Act of 1933;
  
                      (ii)  To reflect in the prospectus any facts or
                      events arising after the effective date of the
                      registration statement (or the most recent
                      post-effective amendment thereof) which, individually
                      or in the aggregate, represents a fundamental change
                      in the information set forth in the registration
                      statement;
  
                      (iii)  To include any material information with
                      respect to the plan of distribution not previously
                      disclosed in the registration statement or any
                      material change to such information in the
                      registration statement;
  
  
  
  
  
  <PAGE>
                                                      PAGE 5
  
            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
  not apply if the registration statement is on Form S-3 or Form S-8 and
  the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the registrant
  pursuant to section 13 or section 15(d) of the Securities Exchange Act of
  1934 that are incorporated by reference in the registration statement.
  
                 (2)  That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective amendment
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
  
                 (3)  To remove from registration by means of a
  post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering.
  
            (b)  The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933,
  each filing of the registrant's annual report pursuant to section 13(a)
  or section 15(d) of the Securities Exchange Act of 1934 (and, where
  applicable, each filing of an employee benefit plan's annual report
  pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
            (c)  Insofar as indemnification for liabilities arising under
  the Securities Act of 1933 may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the
  opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the
  registrant in the successful defense of any action, suit or proceeding)
  is asserted by such director, officer or controlling person in connection
  with the securities being registered, the registrant will, unless in the
  opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed
  in the Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                                                      PAGE 6
  
                                 SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Denver, State of
  Colorado on the 3rd day of February, 1998. 
  
                                     RENTECH, INC.
  
  
                                     (signature)
                               By:
                                     ------------------------------
                                     Dennis L. Yakobson, President
                                     and Chief Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. 
  
  Signature                   Title                        Date
  ---------                   -----                        ----
  
  
  (signature)
  -----------------------     President, Chief Executive   February 3, 1998
  Dennis L. Yakobson          Officer and Director
  
  
  (signature)
  -----------------------     Vice President, Chief        February 3, 1998
  Ronald C. Butz              Operating Officer, 
                              Secretary and Director
  
  
  (signature)
  -----------------------     Director                     February 3, 1998
  Mark S. Bohn
  
  
  (signature)
  
  -----------------------     Director                     February 3, 1998
  Erich W. Tiepel
  
  
  (signature)
  -----------------------     Vice President - Finance,    February 3, 1998
  James P. Samuels            Chief Financial Officer
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As filed with the Securities and Exchange Commission on February 10, 1998
  
                                           File No. 33-                
  
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
  
                                FORM S-8
  
                         REGISTRATION STATEMENT
                    Under The Securities Act of 1933
  
                               RENTECH, INC.                
         (Exact name of registrant as specified in its charter)
  
              Colorado                                       84-0957421
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)
  
  
  1331 17th Street, Suite 720, Denver, Colorado                 80202
  (Address of Principal Executive Offices)                  (Zip Code)
  
  
                         1996 Stock Option Plan
                        (Full title of the plan)
  
  
                              Loren L. Mall
                           Brega & Winters P.C.
                     1700 Lincoln Street, Suite 2222
                          Denver, Colorado 80203
                 (Name and address of agent for service)
  
  
                             (303) 866-9400
      (Telephone number, including area code, of agent for service)
  
  
                   CALCULATION OF REGISTRATION FEE
  
                                 Proposed       Proposed
                                 Maximum        Maximum     Amount of
    Title of        Amount to    Offering       Aggregate   Registration
    Securities to       be       Price          Offering    Fee
    be Registered   Registered   Per Unit (1)   Price(1)
    -------------   ----------   ------------  ---------    ------------
  
   Common Stock,     500,000      $.9375        $468,750     $161.64
   $.01 par value    shares
  
  (1)  Estimated solely for purposes of calculation of the registration
       fee.  Based upon the closing price of the Common Stock on NASDAQ on
       February 3, 1998, pursuant to Rule 457(c) of the Securities Act of
       1933.
  
  
  Part II Form S-8 Registration Statement
PAGE 2
                                    PART I
  
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.  Plan Information.
  
       The Company has provided or will provide a written statement to
  participants who are issued options to purchase shares of its common
  stock from it according to the terms of the 1996 Stock Option Plan that
  the Company will furnish them without charge, upon oral or written
  request, copies of the documents incorporated in this registration
  statement by reference in Item 3 of Part II, and stating that these
  documents are incorporated into the Section 10(a) prospectus.  The
  Company will also make available without charge, upon oral or written
  request, other documents required to be delivered to employees pursuant
  to Rule 428(b).  Such documents are available from the Company's
  administrative office at 1331 17th Street, Suite 720, Denver, Colorado
  80202, telephone number (303) 298-8008.
  
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
       The Company has provided or will provide a written statement to
  participants who are issued options to purchase shares of its common
  stock from it according to the terms of the 1996 Stock Option Plan that
  the Company will furnish them without charge, upon oral or written
  request, copies of the documents incorporated in this registration
  statement by reference in Item 3 of Part II, and stating that these
  documents are incorporated into the Section 10(a) prospectus.  The
  Company will also make available without charge, upon oral or written
  request, other documents required to be delivered to employees pursuant
  to Rule 428(b).  Such documents are available from the Company's
  administrative office at 1331 17th Street, Suite 720, Denver, Colorado
  80202, telephone number  (303) 298-8008.
  
  
                                   PART II
  
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference.
  
       The following documents are deemed to be incorporated by reference
  in this registration statement and to be a part hereof.
  
       1.  The Company's Form 10-KSB/A dated January 15, 1998 amending its
  Annual Report on Form 10-KSB dated December 29, 1997 for the year ended
  September 30, 1997. 
  
       2.  The description of the registrant's common stock as contained in
  the registrant's registration statement filed pursuant to Section 12 of
  the Securities Exchange Act of 1934 (the "Exchange Act"), including any
  amendment or report filed for the purpose of updating such description.
PAGE 3
  
       All documents subsequently filed by the registrant with the
  Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or
  which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference into this registration statement and to
  be a part hereof from the date of filing of such documents.
  
  
  Item 4.  Description of Securities.
  
       Not applicable.
  
  
  Item 5.  Interests of Named Experts and Counsel.
  
       Brega & Winters P.C., general counsel to the Company, has rendered
  an opinion in connection with this registration statement that the Shares
  being offered, upon issuance and payment therefor, will be duly
  authorized, validly issued, fully paid and non-assessable.  A lawyer
  associated with Brega & Winters P.C. beneficially owns 283,052 Shares of
  the Company's common stock.
  
  
  Item 6.  Indemnification of Directors and Officers.
  
       The only statute, charter provision, bylaw, contract or other
  arrangements under which any controlling persons, director or officer of
  the Registrant is insured or indemnified in any matter against liability
  which he may incur in his capacity as such is as follows:
  
       (a)  As allowed by Colorado law, the Articles of Incorporation
  contain a provision which eliminates the personal liability of directors
  to the Company or its shareholders for monetary damages for certain
  breaches of fiduciary duty as a director.  That provision does not
  eliminate liability for breach of the director's duty of loyalty; acts or
  omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law; certain acts specified in the Colorado Business
  Corporation Act; or any transaction from which the director derived an
  improper personal benefit.  In addition, the Articles of Incorporation
  provide indemnification for directors and officers to the fullest extent
  allowed by law.  In general terms, indemnification is required if the
  director is successful in the defense of the claim made against him.  A
  corporation may indemnify if the director conducted himself in good
  faith; he reasonably believed, in the case of conduct in his official
  capacity with the corporation, that his conduct was in the corporation's
  best interests, or in all other cases, that his conduct was at least not
  opposed to the best interests of the corporation; and in the case of any
  criminal proceeding, he had no reasonable cause to believe his conduct
  was unlawful.  However, indemnification is not allowed where the director
  was adjudged liable to the corporation or was adjudged liable on the
  basis that personal benefit was improperly received by him. 
  Indemnification can include costs and legal fees incurred by the
  director.  The corporation may advance the cost of defense and may
  indemnify officers, employees and agents of the corporation who are not
  directors to the same extent as a director.
PAGE 4
  
       (b)  The Certificate of Incorporation and Bylaws of the Registrant
  generally require indemnification of officers and directors to the
  fullest extent allowed by law.
  
  
  Item 7.  Exemption From Registration Claimed.
  
       Not applicable.
  
  
  Item 8.  Exhibits.
  
       4.1  Stock Option Agreement  for Grant of Options Under the 1996
            Stock Option Plan for Nonstatutory Stock Options. 
  
       4.2  Stock Option Agreement for Grant of Options Under the 1996
            Stock Option Plan for Incentive Stock Options.
  
       5.1  Legality Opinion of Brega & Winters P.C. 
  
      23.1  Consent of Brega & Winters P.C. (included in Exhibit 5.1 to
            this Registration Statement)
  
      23.2  Consent of BDO Seidman, LLP.
  
      24.1  General Power of Attorney.
  
      99.1  Form of prospectus for the reoffer of control securities.
  
  
  Item 9. Undertakings.
  
            (a)  The undersigned registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales
  are being made, a post-effective amendment to this registration
  statement:
  
                      (i)  To include any prospectus required by Section
                      10(a)(3) of the Securities Act of 1933;
  
                      (ii)  To reflect in the prospectus any facts or
                      events arising after the effective date of the
                      registration statement (or the most recent
                      post-effective amendment thereof) which, individually
                      or in the aggregate, represents a fundamental change
                      in the information set forth in the registration
                      statement;
  
                      (iii)  To include any material information with
                      respect to the plan of distribution not previously
                      disclosed in the registration statement or any
                      material change to such information in the
                      registration statement;
PAGE 5
  
            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
  not apply if the registration statement is on Form S-3 or Form S-8 and
  the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the registrant
  pursuant to section 13 or section 15(d) of the Securities Exchange Act of
  1934 that are incorporated by reference in the registration statement.
  
                 (2)  That, for the purpose of determining any liability
  under the Securities Act of 1933, each such post-effective amendment
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
  
                 (3)  To remove from registration by means of a
  post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering.
  
            (b)  The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933,
  each filing of the registrant's annual report pursuant to section 13(a)
  or section 15(d) of the Securities Exchange Act of 1934 (and, where
  applicable, each filing of an employee benefit plan's annual report
  pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
  
            (c)  Insofar as indemnification for liabilities arising under
  the Securities Act of 1933 may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the foregoing
  provisions, or otherwise, the registrant has been advised that in the
  opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in the Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the
  registrant in the successful defense of any action, suit or proceeding)
  is asserted by such director, officer or controlling person in connection
  with the securities being registered, the registrant will, unless in the
  opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as expressed
  in the Act and will be governed by the final adjudication of such issue.
PAGE 6
  
                                 SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Denver, State of
  Colorado on the 3rd day of February, 1998. 
  
                                     RENTECH, INC.
  
  
                                     (signature)
                               By:
                                     ------------------------------
                                     Dennis L. Yakobson, President
                                     and Chief Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. 
  
  Signature                   Title                        Date
  ---------                   -----                        ----
  
  
  (signature)
  -----------------------     President, Chief Executive   February 3, 1998
  Dennis L. Yakobson          Officer and Director
  
  
  (signature)
  -----------------------     Vice President, Chief        February 3, 1998
  Ronald C. Butz              Operating Officer, 
                              Secretary and Director
  
  
  (signature)
  -----------------------     Director                     February 3, 1998
  Mark S. Bohn
  
  
  (signature)
  
  -----------------------     Director                     February 3, 1998
  Erich W. Tiepel
  
  
  (signature)
  -----------------------     Vice President - Finance,    February 3, 1998
  James P. Samuels            Chief Financial Officer