SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

December 18, 2007

Via U.S. mail and facsimile

Mr. Tony M. Shelby
Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107

 RE: Form 10-K/A for the fiscal  year ended December 31, 2006
  Form 10-K for the fiscal  year ended December 31, 2006
  Form 10-Q for the peri od ended September 30, 2007
   File No. 1-7677

Dear Mr. Shelby:

  We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our re view 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K/A#1 FOR THE YEAR ENDED DECEMBER 31, 2006

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Tony M. Shelby
December 18, 2007
Page 2 of 5

Financial Statements

Note 3.  Summary of Significant Accounting Policies

Accrued Insurance Liabilities, page F-16

2. Please disclose the levels of excess loss coverage by type of risk self-insured.

Income (Loss) Per Common Share, page F-21

3. Please help us better unders tand the components of the line item described on the face
of your statement of income as dividend requirements a nd stock dividend on
preferred stock for the year ended Decembe r 31, 2006.  Please provide us with a more
detailed listing of the components and corresponding amounts than that provided on
page F-22.  Please also revise your foot note disclosures to better explain the
components as well.  Given that you disclose  on page F-51 that you recorded a charge
of $2,882,000 to accumulated deficit for the induced conversion of the Series 2
Preferred Stock, it is not cl ear how you arrived at the amount of $2,630,000.  Refer to
EITF Topic D-42.  Please also tell us how  you accounted for and reflected the holders
waiving their rights to accrued, unpaid di vidends in your financial statements.

4. You excluded the effect of certain shares of converti ble preferred stock from your
determination of diluted net income (loss) per share as their effect would have been
antidilutive.  Please disclose which series of  Preferred Stock was excluded.  In light
of the requirements of EITF Topic D-53, pl ease tell us what consideration you gave
to the induced conversion of  certain shares of Series  2 Preferred Stock in your
determination of whether the preferred stock was dilutive.

Note 5.  Inventories, page F-25

5. In 2006, you recorded a reduction to cost of  sales of $711,000 for the realization and
reversal of losses related to inventory reserves.  For each period presented, please tell us the gross amount for which cost of sales was reduced for the reversal of losses.
Please help us understand how you determ ined it was appropriate to reverse
previously recorded losses related to  inventory.  Refer to SAB Topic 5:BB.

Note 12.  Long-Term Debt, page F-29

6. You state that the conversion rates on your 7% Convertible Senior Subordinated
Debentures due 2011 will be adjusted to refl ect dividends, stock splits, issuances of
rights to purchase shares of common stock and other events, as set forth in the
Indenture.  Please further expand your disclosure to describe the types of other events and types of issuances of ri ghts to purchase shares of  common stock which would

Mr. Tony M. Shelby
December 18, 2007
Page 3 of 5
result in a change to the conversion rates.  Please clarify in your disclosure, if true,
that the changes are due to standard antidil ution provisions as di scussed in paragraph
8 of EITF 05-2.

7. Please expand your disclosures related to  the induced conversion of your 7%
Convertible Senior Subordinated Debent ures due 2011 to address the following:
• Given that the table of conversion rate s you provide begins with March 1, 2007
and goes through March 1, 2011, it is not clear what the conversion rate was at the
time of the induced conversi on.  Please clarify; and
• It appears that the $277,000 re presents the amount of ca sh consideration paid in
the induced conversion.  Please clarify and please also disclose the amount of the
charge recorded upon conversion as well as the financial statement line item
which includes the charge.

Note 14.  Commitments and Contingencies

3.  Other Environmental Matters, page F-41

8. Please clarify your disclosure to state wh ether you continue to own and lease the
Hallowell facility.  If so, please help us understand how you determined it is
appropriate to reflect additional costs recorded  related to this facility in discontinued
operations pursuant to SFAS 144.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

Item 9A – Controls a nd Procedures, page 69

9. Although you noted several significant deficien cies in your disclosure controls and
procedures, you determined that your disc losure controls and procedures were
effective as of December 31, 2006.  Tell us the nature of each significant deficiency
identified in your disclosure controls a nd procedures.  For each deficiency, please
address how you were able to reach the conc lusion that your disclosure controls and
procedures were effective in light of th e deficiency.  In a similar manner, please
address the deficiencies you refer to in Item 4 of your Form 10-Q for the quarter ended September 30, 2007 and how you were able to conclude your disclosure controls and procedures were effective in light of these.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2007

General

10. Please address the above comments in your interim filings as well.

Mr. Tony M. Shelby
December 18, 2007
Page 4 of 5
Financial Statements

Consolidated Statements of Income, page 6

11. Please help us better unde rstand the components of th e line items described as
dividend requirements and stock dividends  on preferred stock exchanged in March
2007 and other preferred stock dividends a nd dividend requirements.  Please provide
us with a listing of the components and corresponding amounts and help us
understand how you arrived at these amounts based on the disclosures in Notes 14,
15, and 18 to the financial statements.  Please also revise your footnote disclosures to better explain the components.  For exchange s under the tender offer, please address
how you arrived at the amounts pursuant to EI TF Topic D-42.  Please also tell us how
you accounted for and reflected the holders wa iving their rights to accrued, unpaid
dividends in your financial statements.

Notes to the Financial Statements

Note 13.  Contingencies

Dividends on Series 2 Preferred, page 28

12. You state that the Jayhawk Group has advised you that th ey may bring legal action
against you for all accrued and unpaid divide nds on the shares of Series 2 Preferred
that they converted after r eceipt of the notice of redemp tion.  Elsewhere you disclose
that this amount is approximately $4 million.  Please disclose whether the $4 million is accrued for at September 30, 2007.

Note 19.  Income Taxes, page 36

13. Please disclose the total amount of unrec ognized tax benefits that, if recognized,
would affect the effective tax rate in accordance with paragraph 21(b) of FIN 48.
Please also provide the disclosures re quired by paragraph 21(d) of FIN 48 for
positions for which it is reasonably possibl e that the total amounts of unrecognized
tax benefits will significantly incr ease or decrease within 12 months.

14. Please expand your discussion to address the negative factors which your determined no longer existed in the quarter ended Sept ember 30, 2007 and resulted in the reversal
of the $3.2 million valuation allowance.  Pl ease also explain how you arrived at the
particular amount of the revers al.  In a similar manner, pl ease address the reversal of
the valuation allowance related to AMT credit carryforwards.

*    *    *    *

Mr. Tony M. Shelby
December 18, 2007
Page 5 of 5
  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       Accounting Branch Chief