SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631
October 1, 2009

Via U.S. mail and facsimile

David M. Shear
Senior Vice President and General Counsel
LSB Industries, Inc. 16 South Pennsylvania Avenue Oklahoma City, OK 73107
 RE: LSB Industries, Inc.
Form S-3 filed September 15, 2009
  File No. 333-161935

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 w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-3

Risk Factors, page 3
1. We note the disclosure in the last two sentences of the introductory paragraph.
Please be advised that you must disclose  all known material risk factors and may
not qualify your disclosure in this manner.  Please revise accordingly.

Mr. David M. Shears
LSB Industries, Inc.
October 1, 2009 Page 2   Forward-Looking Statements, page 8

2. We note the statement in the second senten ce of the first paragraph that you and
your management “may make other written or oral communications from time to time that contain forward-looking statemen ts.”  Please be advised that this
statement does not appear to satisfy the requirements of Section 27A.c. of the Securities Act and Section 21E.c. of the Ex change Act with respect to prospective
oral or written forward-looking stat ements.  Please revise accordingly.
3. Please revise to remove the term “will” from the list of forward-looking terminology.

Description of Debt Securities, page 17

4. Based on your description of debt securities, it appears that yo ur debt securities
may be guaranteed.  Please register the guarantees and add the guarantors as co-
registrants, and revise the disclosure throughout the registration statement
accordingly, including the cover pages of  the registration statement and the
prospectus.  In additi on, please have counsel re vise its legality opinion
accordingly.
5. We note the statement in the second sentence of the second introductory
paragraph that the summary is “not comple te and is qualified in its entirety by
reference to the base indentures…”  Pl ease be advised that you may not qualify
information in the prospectus in this manner unless incorporation by reference or
a summary of a document filed as an e xhibit is required.  See Rule 411(a) of
Regulation C.  Please revise accordingly.
6. We note the statement in the first senten ce of the second introductory paragraph
that the this section provides only a “s ummary of selected provisions of the
indentures and the debt securi ties.”  Please revise to clea rly state that this section
describes the “material” provisions of th e indentures and the debt securities.
7. The statement in the third sentence of th e second introductory paragraph that the
“indentures, not this descri ption, defines the rights of the holders of the debt
securities” implies that investors are not en titled to rely on the disclosure in the
prospectus.  Please revise accordingly.
 Legal Matters, page 28

8. Please include counsel’s address as requi red by paragraph 23 of Schedule A of the
Securities Act.

Mr. David M. Shears
LSB Industries, Inc.
October 1, 2009 Page 3   Item 16. Exhibits, page II-2

9. We note that you propose to file Exhibit 25.1 (Statement of Eligibility of Trustee
on Form T-1) either by amendment or by a current report on Form 8-K prior to
the issuance of the a pplicable securities.  Please be  advised that you may not file
Form T-1 in a post-effective amendment to the registration statement or in a Form 8-K that is incorporated by reference into  the registration statement.  Refer to
Section 220.01 of our Trust Indentur e Act Compliance and Disclosure
Interpretations available at www.sec.gov/divisions/corp fin/guidance/tiainterp.htm
.
You may rely on Section 305(b)(2) of the Trust Indenture Act and file Form T-1 under electronic form type “305B2”.  Pleas e revise your exhibit list accordingly.
10. Please include in your exhib it list a reference to the fo rm of unit agreement that
you will need to file once you conduct a takedown from this shelf registration statement.
11. Please confirm your understanding that an updated unqualified opinion of counsel should be filed with respect to the legality  of the securities be ing offered for each
sale of the securities registered in this filing.  See Question 212.05 of our
Securities Act Rules Compliance and Disclosure Interpretations available at www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm
.
 Exhibit Index

12. Please include an exhibit index immediat ely before the exhibits as required by
Rule 102(d) of Regulation S-T.

Exhibit 5
13. Please have counsel revise its lega lity opinion to address the following:
• Opine, if true, that the warrants will  be binding obligations of the company.
• Delete clause (c) from the second unnu mbered paragraph on the last page of
the opinion.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r 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 amendmen t 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

Mr. David M. Shears
LSB Industries, Inc.
October 1, 2009 Page 4   the Securities Act of 1933 and that they have  provided all information investors require
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 even t 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:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.

Mr. David M. Shears
LSB Industries, Inc. October 1, 2009 Page 5
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Hagen Gane m, Staff Attorney, at (202) 551-3330 or Andrew
Schoeffler, Senior Staff A ttorney, at (202) 551-3748 if you have any questions.

       S i n c e r e l y ,
 Pamela A. Long  Assistant Director
cc: Irwin H. Steinhorn (via facsimile)  Conner & Winters, LLP