SecProbe.io

CORRESP
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filename1.htm

    form_corresp.htm

    February
      12, 2008

    Ms.
      Nudrat Salik

    Division
      of Corporation Finance

    U.
      S.
      Securities and Exchange Commission

    Washington,
      D.C. 20549-7010

    Re:          LSB
      Industries, Inc.

    Form
      10-K/A for the fiscal year ended
      December 31, 2006, filed July 18, 2007

    Form
      10-K for the fiscal year ended
      December 31, 2006, filed March 27, 2007

    Form
      10-Q for the period ended
      September 30, 2007, filed November 5, 2007

    File
      No.
      1-7677

    Dear
      Ms.
      Salik:

    This
      letter responds to the comment letter dated January 30, 2008 from the U.S.
      Securities and Exchange Commission (the “Commission”), as referenced
      above.

    In
      response to your comment regarding Item 9A Controls and Procedures, any
      revisions or changes noted by our response to your comment will be made in
      future filings.

    9A
      Controls and  Procedures:

    Company
      Response

    As
      noted
      in our previous filings, the Company did not meet the criteria as an
“accelerated filer” under the Sarbanes-Oxley Act of 2002 until June 30, 2007 for
      the year ending December 31, 2007. As a result, we will disclose management’s
      evaluation, with the participation of our Principal Executive Officer and
      Principal Financial Officer, of the effectiveness of the Company’s disclosure
      controls and procedures and we will report on internal control over financial
      reporting. In addition, we will include an attestation report in our Form
      10-K from the Company’s independent registered
      public accounting firm as to our internal controls over financial
      reporting.

    We
      have
      continued to mitigate the various significant deficiencies mentioned in Item
      4
      of our September 30, 2007 Form 10-Q.  At this time, we have not
      completed our assessment of our internal control
      over financial reporting as of December 31, 2007 and as a result we have not
      made a final determination of which of these significant deficiencies identified
      at September 30, 2007 continue to be assessed as significant at December 31,
      2007. If any of these deficiencies are still assessed as significant at December
      31, 2007, we will include a disclosure in accordance with the Commission’s
      request. Following is an example of how we would disclose any such
      deficiencies:

        1

    Proforma
      example of an assumed significant deficiency in spreadsheet
      controls:

    Item 9A. Controls and
      Procedures

    As
      previously reported, we had noted various significant deficiencies in our
      disclosure controls and procedures. At December 31, 2007, however, we identified
      one significant deficiency relating to general controls (i.e. access and change
      controls) over electronic spreadsheets. To mitigate this lack of general
      controls over spreadsheets, we implemented additional review and approval
      procedures over these spreadsheets. In evaluating the effectiveness
      of our disclosure controls and procedures at
      December 31, 2007 as discussed below, management considered these mitigating
      controls and controls involving financial review procedures.

    As
      of the
      end of the period covered by this report, we carried out an
      evaluation,  with the participation of our Principal Executive Officer
      and Principal Financial Officer, of the effectiveness of the design and
      operation of the Company’s disclosure controls and procedures (as defined in
      Rule 13a-15 under the Securities Exchange Act of 1934). Based upon that
      evaluation, we have concluded, with the participation of our Principal Executive
      Officer and our Principal Financial Officer, that the Company’s disclosure
      controls and procedures were effective. There were no significant changes in
      the
      Company’s internal controls or in other factors that could significantly affect
      these controls subsequent to the date of their evaluation.

    Management’s
      Report on Internal Control over Financial Reporting

    Our
      management  is responsible for establishing and maintaining adequate
      internal control over financial reporting. Our internal control system was
      designed to provide reasonable assurance to our management and Board of
      Directors regarding the preparation and fair presentation of published financial
      statements. All internal control systems, no matter how well designed, have
      inherent limitations. Therefore, even those systems determined to be effective
      can provide only reasonable assurance with respect to financial statement
      preparation and presentation.

    Our
      management assessed the effectiveness of our internal control over financial
      reporting as of December 31, 2007. In making this assessment, it used the
      criteria set forth by the Committee of Sponsoring Organizations of the Treadway
      Commission in Internal Control – Integrated Framework. Based on our assessment,
      we believe that, as of December 31, 2007, the Company’s internal control over
      financial reporting is effective based on those criteria.

    Our
      independent registered public accounting firm has issued an attestation report
      on the Company’s internal control over financial reporting. This report appears
      on page __.

        2

    We
      appreciate the courtesies you have shown us as we developed our responses.
      Please contact the undersigned at (405) 235-4546 if you have any further
      comments or questions concerning this matter.

    Sincerely,

    /s/
      Tony M. Shelby

    Tony
      M.
      Shelby

    LSB
      Industries, Inc.

    Executive
      Vice President of Finance

    and
      Chief
      Financial Officer