SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

September 25, 2007
 David M. Shear, Esq.  Senior Vice President and General Counsel  LSB Industries, Inc.  16 South Pennsylvania Avenue  Oklahoma City, Oklahoma 73107
 Re: LSB Industries, Inc.
  Registration Statement on Form S-1
Filed on August 27, 2007
File No. 333-145721

Dear Mr. Shear:
We have limited our review of your filing to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. Comments regarding your confidential treatment request will be sent under separate cover. Please note that we will not be in a position to consider a request for acceleration of effectiveness of the registration statement until we resolve all issues concerning the confidential treatment request.
 2. Please tell us the number of shares currently outstanding held by non-affiliates and how you calculated this number.
 3. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of the dollar amount of each payment (including the value of any payments to be made in common stock) in connection with the transactions that you have made or may be required to

David M. Shear, Esq.
LSB Industries, Inc.  September 25, 2007 Page 2
make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other payments or potential payments).  Please provide footnote disclosure of the terms of each such payment.  Please do not include any repayment of principal on the convertible notes in this disclosure.

Further, please provide us, with a view toward disclosure in the prospectus, with disclosure of the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to the selling shareholders and any of their affiliates in the first year following the sale of convertible notes.
4. Please supplementally provide us with a description of all prior transactions between the company and any of the selling stockholders, any affiliates of the selling stockholders or any person with whom any selling stockholder has a contractual relationship regarding the transactions.
Selling Security Holders, page 48

5. Please disclose the names of the selling shareholders who are broker-dealers or affiliates of a broker dealer.  If a selling shareholder is a broker-dealer, the prospectus should state that the seller is an underwriter.  If a selling stockholder is an affiliate of a broker-dealer, provide the following representations in the prospectus: (1) the seller purchased in the ordinary course of business, and (2) at the time of the purchase of the securities to be resold, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities.  If you cannot provide these representations, state that the seller is an underwriter.
 6. Please disclose whether any of the selling stockholders have an existing short position in your common stock.   As appropriate, please amend your filing in response to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and
that they have provided all information investors re quire for an informed investment decision.  Since
the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

David M. Shear, Esq.
LSB Industries, Inc.  September 25, 2007 Page 3   ‚ should the Commission or the staff, acting pursuan t to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
‚ the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time af ter the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Please direct questions to Brigitte Lippm ann at (202) 551-3713 or me at (202) 551-3760.

     S i n c e r e l y ,          Pamela Long
        A s s i s t a n t  D i r e c t o r   cc:   Irwin H. Steinhorn, Esq.
Conner & Winters, LLP  1700 One Leadership Square  211 North Robinson  Oklahoma City, Oklahoma 73102