SecProbe.io

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 LSB Industries, Inc.
 3503 NW 63rd Street, Suite 500
 Oklahoma City, Oklahoma 73116
 May 19, 2026 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Industrial Applications and Services
 Washington, D.C. 20549 Attention: Juan Grana

 Re:
 LSB Industries, Inc.

  
 Registration Statement on Form S-3

  
 Filed on May 14, 2026

  
 File No. 333-295904 (the “ Registration
Statement ”)

  
 Request for Acceleration
 Ladies and Gentlemen: Pursuant to Rule 461 of
the Rules and Regulations of the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended, LSB Industries, Inc. (the “ Company ”) hereby respectfully
requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern Time, on May 21, 2026, or as soon thereafter as practicable.
 Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Greg R. Samuel at (214) 651-5645 or Rosebud Nau at (214) 651-5367.

 Very truly yours,
 LSB Industries, Inc.

 By:

 /s/ Mark T. Behrman

 Mark T. Behrman President, Chief Executive
Officer and Chairman of the Board of Directors

 cc:
 Greg R. Samuel, Haynes and Boone, LLP

  
 Rosebud Nau, Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 18, 2026

Mark T. Behrman
Chief Executive Officer
LSB Industries, Inc.
3503 NW 63rd Street, Suite 500
Oklahoma City, OK 73116

 Re: LSB Industries, Inc.
 Registration Statement on Form S-3
 Filed May 14, 2026
 File No. 333-295904
Dear Mark T. Behrman:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Rosebud Nau, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 LSB INDUSTRIES, INC.

3503 NW 63rd Street, Suite 500

Oklahoma City, OK 73116

 November 22, 2021

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 LSB Industries, Inc.

Registration Statement on Form S-3 (File No. 333-261131)

 Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, LSB Industries, Inc., a Delaware corporation (the
“Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on November 24, 2021, or as soon as possible
thereafter. The Company hereby authorizes Craig Marcus of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

Please notify Craig Marcus of Ropes & Gray LLP, counsel to the Company, at (617) 951-7802 as
soon as the registration statement has been declared effective.

 [Signature page follows]

 U.S Securities and Exchange Commission

Page 2

Very truly yours,

LSB INDUSTRIES, INC.

By:

 /s/ Michael J.
Foster

Michael J. Foster

Executive Vice President, General Counsel and Secretary

 [Signature Page to Acceleration Request Letter]

United States securities and exchange commission logo
November 19, 2021
Mark T. Behrman
President and Chief Executive Officer
LSB INDUSTRIES INC
3503 NW 63RD Street, Suite 500
Oklahoma City, Oklahoma 73116
Re:LSB INDUSTRIES INC
Registration Statement on Form S-3
Filed November 16, 2021
File No. 333-261131
Dear Mr. Behrman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig E. Marcus, Esq.

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Acceleration Request

 LSB Industries, Inc.

3503 NW 63rd Street, Suite 500

Oklahoma City, Oklahoma 73116

 November 13,
2018

 Via EDGAR

 Amanda Ravitz

Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 LSB Industries, Inc.

Registration Statement on Form S-3

File No. 333-228139

Ladies and Gentlemen:

 On behalf of LSB
Industries, Inc. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on November 15, 2018, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

Very truly yours,

LSB Industries, Inc.

By:

/s/ Michael J. Foster

Name:

Michael J. Foster

Title:

 Senior Vice President, General Counsel and

Secretary

November 9, 2018
Michael J. Foster, Esq.
Senior Vice President and General Counsel
LSB Industries, Inc.
3503 NW 63rd Street, Suite 500
Oklahoma City, OK 73116
Re:LSB Industries, Inc.
Registration Statement on Form S-3
Filed November 2, 2018
File No. 333-228139
Dear Michael J. Foster:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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Acceleration Request

 LSB Industries, Inc.

16 South Pennsylvania Avenue

Oklahoma City, Oklahoma 73107

 October 24,
2016

 By EDGAR

 Edward M. Kelly

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
LSB Industries, Inc.

 Registration Statement on Form S-1

File No. 333-212503

 Ladies and
Gentlemen:

 On behalf of LSB Industries, Inc. (the “Company”), and pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 2:00 p.m. (Washington, D.C. time) on October 27, 2016, or as
soon thereafter as practicable, unless the Company notifies you otherwise prior to such time. As requested by the Staff of the Securities and Exchange Commission (the “Commission”), the Company hereby acknowledges that:

•

should the Commission or the staff, acting pursuant 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 accuracy and adequacy 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.

Very truly yours,

LSB INDUSTRIES, INC.

By:

/s/ Michael J. Foster

Michael J. Foster

 Senior Vice President, General Counsel

 and
Secretary

Mail Stop 4631
September 22, 2016

Via E -Mail
Mr. Mark T. Behrman, Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, OK  73107

Re: LSB Industries, Inc.
 Form 10-K for the year ended December 31, 2015
Filed February 29, 2016
File No. 1 -7677

Dear Mr. Behrman :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

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CORRESP

 September 21, 2016

 John Cash

 Branch Chief

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:
LSB Industries, Inc.

 Form 10-K for the year ended December 31, 2015

Filed February 29, 2016

Form 10-Q for the quarter ended June 30, 2016

Filed August 8, 2016

Form 8-K

 Filed August
26, 2016

 File No. 1-7677

 Ladies
and Gentlemen:

 Set forth below are the responses of LSB Industries, Inc. (the “Company”,
“we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated September 8, 2016, with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2015, filed with the Commission on February 29, 2016, Form 10-Q for the Quarter Ended
June 30, 2016, filed with the Commission on August 8, 2016 and Form 8-K filed with the Commission on August 26, 2016.

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

 Form 10-Q for the
period ended June 30, 2016

 Capitalization, page 40

Compliance with Long - Term Debt Covenants, page 40

1. You indicate that the Amended Working Capital Revolver Loan requires, among other things, that you meet certain financial covenants and currently
your forecast is that you will be able to meet all financial covenant requirements for the next twelve months. In this regard, we note that there is a minimum fixed charge ratio covenant. We also note that the 12% Senior Secured Notes have covenants
and events of default that are substantially similar to those applicable to the 7.75% Senior Secured

 Securities and Exchange Commission

September 21, 2016

  Page
 2

Notes. Please confirm that you were in compliance with all your debt covenants, including any covenants related to your 7.75% and 12% Senior Secured Notes as of June 30, 2016. If it is reasonably
possible that you may violate a material debt covenant(s), please address the need to expand your disclosures herein as well provide a risk factor in your Form S-1/A1 filed August 26, 2016 to discuss this potential violation and to disclose your
actual amounts/ratios as of each reporting date in addition to the required amounts/ratios. This will allow readers to understand how much cushion there is between your actual amounts/ratios and the required amounts/ratios. Please consider showing
the specific computations used to arrive at the actual amounts/ratios. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350.

RESPONSE:

 We confirm that we are in
compliance with all debt covenants. The debt covenants related to our 7.75% and the 12% Senior Secured Notes are not maintenance covenants, and therefore, do not require periodic measurement and compliance. We do not believe we will be in
violation of any material debt covenant(s) but if that situation is reasonably possible we would expand our disclosures and risk factors accordingly.

Form 8-K filed August 26, 2016

 Exhibit
99.2

 Critical Accounting Policies and Estimates

Impairment of Long-Lived Assets

 2. Please
revise your critical policy for Impairment of Long-Lived Assets to better explain the significant judgments made by management in performing impairment tests. Since the grouping of assets to determine the lowest level of identifiable cash flows
requires considerable judgment, please disclose the level at which your assets are grouped. Please also identify the types of events or changes in circumstances which may indicate that the carrying amount of an asset (asset group) may not be
recoverable. Specifically indicate if there were any events or changes in circumstances that triggered a need to estimate the recoverable amount for any asset or asset group. If so, or if there are reasonably possible scenarios which indicate there
may be a material impairment at any of your asset group levels, please expand your disclosures to provide the following additional information:

•

Quantify the carrying value of each asset group tested for impairment or at risk of impairment;

•

A description of the key assumptions used by the Company in calculating the asset group´s future cash flow and how those key assumptions were determined;

•

A discussion of the degree of uncertainty associated with the specific key assumptions; and

•

A description of potential events and/or changes in circumstances that are specific to the asset group and could reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section 501.14 of the Financial Reporting Codification for guidance.

 Securities and Exchange Commission

September 21, 2016

  Page
 3

 RESPONSE:

We acknowledge the Staff’s comment and we propose to include additional disclosures in our future filings, when applicable.

Please see below for an example of this disclosure (with the proposed additional disclosures in bold, underlined text):

Impairment of Long-Lived Assets - Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset (asset group) exceeds the estimated undiscounted future cash flows
expected to result from the use of the asset (asset group) and its eventual disposition. If assets to be held and used are considered to be impaired, the impairment to be recognized is the amount by which the carrying amounts of the assets
exceed the fair values of the assets as measured by the present value of future net cash flows expected to be generated by the assets or their appraised value. In general and depending on the event or change in circumstances, our
asset groups are reviewed for impairment on a facility-by-facility basis (such as the Cherokee, El Dorado or Pryor Facility). As it relates to natural gas properties, proven natural gas properties are reviewed for impairment on a
field-by-field basis and nonproducing leasehold costs are reviewed for impairment on a property-by-property basis. In addition, if the event or change in circumstance relates to the possible sale of an asset (or group of assets), the
specific asset (or group of assets) is reviewed for impairment.

 During September 2015, we recognized an impairment
charge of $39.7 million to write-down the carrying value ($62.2 million) of our working interest in natural gas properties in the Marcellus Shale region to their estimated fair value of $22.5 million. The impairment
charge represented the amount by which the carrying value of these natural gas properties exceeded the estimated fair value and was therefore not recoverable. The estimated fair value was determined based on estimated future discounted net cash
flows, a Level 3 input, using estimated production and prices at which we reasonably expect natural gas will be sold, including the Evaluation provided by our independent consulting petroleum engineer in October 2015. The event
triggering the review for impairment related primarily from the results received from the Evaluation. The impairment was due to the decline in prices for natural gas futures, large natural gas price differentials in the Marcellus
Shale region and the resulting changes in the drilling plans of these natural gas properties that caused certain of these properties to be reclassified from the “proved undeveloped reserves” category to the
“probable undeveloped resources” category included in the Evaluation because those properties are no longer likely to be developed within five years.

Our independent consulting petroleum engineering firm calculated our natural gas reserves using volumetric analysis of the reservoir
and rate decline analysis for existing producers. (See exhibit 23.2 and exhibit 99.1 relating to the December 31, 2015 evaluation included in our 2015 Form 10-K, filed with the SEC on February 29, 2016). The process of estimating proved reserves and
future net cash flows is complex involving decisions and assumptions in evaluating the available engineering and geologic data and natural gas prices and the cost to produce these reserves and other factors, many of which are beyond our control.
These assumptions include estimates of future natural gas production, commodity prices based on commodity futures price strips, operating and development costs, and a risk-adjusted discount

 Securities and Exchange Commission

September 21, 2016

  Page
 4

rate of 10%, which is based on an industry standard. As a result, these estimates are imprecise and should be expected to change as future information becomes available. These changes
could be significant.

 As a non-operator of our natural gas properties, we rely on information provided from the
operator which is given to our independent consulting petroleum engineering firm for use in the preparation of our reserve estimates. The reserve estimates are reviewed by our certain members of our accounting group for accuracy and checked for
consistency in its preparation along with validating the assumptions provided by the operator based on actual performance. Additionally, members of management met with the operator periodically to review our properties and discuss performance. (See
additional information under “Supplemental Natural Gas Disclosures” included in Exhibit 99.3 of this Form 8-K).

In addition, during December 2015, we recognized an impairment charge of $3.5 million to write down the carrying value ($8.5
million) of certain plant assets related to certain ammonia production equipment at our Pryor Facility to their estimated fair value of approximately $5.0 million. The change of circumstances triggering the review for
impairment related primarily to an offer received from a possible buyer on this non-core ammonia production equipment. The estimated fair value was determined based on an offer received from a possible buyer less estimated costs that
would be incurred if the equipment is sold (Level 3 inputs). However due to a limited market for this type of equipment, it is reasonably possible that the ultimate net sales proceeds, if any, could be significantly different from
our current estimate.

 3. Please disclose the estimated fair value of the plant assets related to certain ammonia production
equipment at your Pryor facility so that readers have an understanding of the remaining assets at risk for future impairment.

 RESPONSE:

 Please see our proposed revised disclosure under 2 above.

Redeemable Preferred Stock

 4. Expand your
discussion to address the method by which you accrete the carrying value of the Series E Redeemable Preferred Stock to its redemption value.

RESPONSE:

 We acknowledge the Staff’s comment and
we propose to include additional disclosures in our future filings, when applicable.

 Please see below for an example of this disclosure (with the
proposed additional disclosures in bold, underlined text):

 The carrying value of the Series E Redeemable Preferred is increased by
periodic accretions (including the amount for dividends earned but not yet declared or paid) using the interest method so that the carrying amount will equal the redemption value as of August 2, 2019, the

 Securities and Exchange Commission

September 21, 2016

  Page
 5

earliest possible redemption date by the holder. At December 31, 2015, the carrying value of these redeemable preferred stocks was $177.3 million. Approximately $3 million of accretion was
recorded to retained earnings in 2015. However, it is reasonably possible this accretion could accelerate if the expected redemption date is earlier than August 2, 2019.

*        *
*        *        *

 In connection with responding to the
Staff’s comments, we acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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.

[Signature page follows]

 Securities and Exchange Commission

September 21, 2016

  Page
 6

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact Robert L. Kimball at Vinson & Elkins L.L.P. at (214) 220-7860.

Very truly yours,

LSB INDUSTRIES, INC.

By:

 /s/ Michael J. Foster

Michael J. Foster

Senior Vice President, General Counsel and Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

September 9, 201 6

Via E-Mail
Mr. Michael J. Foster
Senior Vice President, General Counsel, and Secretary
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, OK 73107

Re: LSB Industries, Inc.
Amendment 1 to Registration Statement on Form S -1
Filed August 26 , 2016
File No. 333 -212503

Dear Mr. Foster:

 We have reviewed your amended registration statement  and have the
following comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and
providing the requested information .  If you do not believe our comments apply t o your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have  additional
comments.   Unless we note otherwise, our references to prior comments are to comments
in our August 8, 2016 letter .

General

1. Please request your auditor to revise its consent to clarify that the reports referenced
are contained in the company’s F orm 8 -K filed August 26, 2016 and  Form 10 -K filed
February 29, 2016 .

2. Please also revise your expert s section to refer to the financial statements filed with
your Form 8 -K filed August 26, 2016.

Mr. Michael J. Foster
LSB Industries, Inc.
September 9 , 2016
Page 2
 3. Please note that we will not take action to accelerate the effectiveness of the above -
captioned registration statement until you resolve outstanding comments on your
Form 10 -K for the fis cal year ended December 31, 2015 .  The staff’ s comments on
your Form 10 -K were issued under separate cover via letter dated September 8, 2016 .

 You may contact Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or Asia
Timmons -Pierce, Staff Attorney, at (202) 551 -3754 w ith any questions.

Very truly yours ,

      Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing and Construction

cc: Via E-Mail
 Robert L. Kimball , Esq.
 Vinson & Elkins L.L.P.
 2001 Ross Avenue, Suite 3700
 Dallas, TX 75201 -2975

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

August 8, 201 6

Via E-Mail
Mr. Michael J. Foster
Senior Vice President, General Counsel, and Secretary
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, OK 73107

Re: LSB Industries, Inc.
Registration Statement on Form S -1
Filed July 13, 2016
File No. 333 -212503

Dear Mr. Foster:

We have limited our review of your registration statement to those issues that we
have addressed in our comments.  In some of our comments we may ask you to provide
us information so that we may better understand your disclosure.

Please respond to this letter by amending your registration statement and
providing the requested inform ation.   Where you do not believe that our comments apply
to your facts and circumstances or do not believe that an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your registration statement and the
informat ion you provide in response to these comments, we may have additional
comments.

General

1. We note that you have a pending confidential treatment request in connection with
your Exhibit 10. 1 filed your Form 10 -Q filed on May 4, 2016 incorporated by
reference into your registration statement on Form S -1.  Please note that a ll comments
on your confidential treatment request will need to be fully resolved before we act on
a request for acceleration of the effectiveness of your Form S -1.

2. We note that you are registering up to 456,225 shares of common stock representing
the participation rights value applicable to the Series E preferred stock.  In orde r to
register securities underlying the participation rights value applicable to the Series E

Mr. Michael J. Foster
LSB Industries, Inc.
August 8, 2016
Page 2
 preferred stock, the private placement transaction involving the securities to be
registered must have been completed and the investor must be at market risk at t he
time of filing of the resale registration statement.  There may be no condition to the
investor’s obligation to purchase the securities underlying the participation rights
value applicable to the Series E preferred stock that is within the investor’s co ntrol or
that the investor can cause not to be satisfied.  Please provide us a detailed discussion
and analysis to support the finding that the private placement transaction was
completed at the time of filing of the resale registration statement.  For gui dance you
may wish to refer to Securities Act Compliance and Disclosure Interpretation 139.11
available on the Commission’s website.  Please address what level of discretion the
investor retains to receive the participation rights value in cash or common s tock and
whether the amount of common stock to be received is fixed or fluctuates according
to market price.

Selling Stockholder, page 13

3. We note the disclosure that the selling stockholder is not a director, officer, or
employee of yo urs or an affiliate of yours.  Please also disclose the Item 507 of
Regulation S -K information about any persons (entities or natural persons) who ha ve
control over the selling stockholder entity and who have had a material relationship
with you or any of your predecessors or affiliates within the past three years.  For
guidance you may wish to refer to Regulation S -K Compliance and Disclosure
Interpre tation 140.02 available on the Commission’s website.

4. Please tell us if the selling stockholder is a broker -dealer or an affiliate of a broker -
dealer.  If the selling stockholder is an affiliate of a broker -dealer, the prospectus
should state that the selli ng stockholder purchased the securities in the ordinary
course of business and at the time of the purchase of the securities to be resold had no
agreements or understandings, directly or indirectly, with any person to distribute the
securities.  If the sel ling stockholder cannot provide these representations, the
prospectus should state that the selling stockholder is an underwriter.  Note that a
broker -dealer and its affiliates who received their securities as compensation for
underwriting activities need not be identified as underwriters.

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 the information the Securities
Act of 1933 and all applicable Securities Act ru les require.   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 that they have made.

Notwithstanding our comments, i f you request acceleration of the effective date of
the pending registration statement , please provide a written statement from the company
acknowledging that:

Mr. Michael J. Foster
LSB Industries, Inc.
August 8, 2016
Page 3
  should the Commission or the staff, acting pursuant to delegated authority,
declare the filing e ffective, 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.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those r equesting 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
registration statement.  Please allow adequate time for us to review any amendment
before  the requested effective date of the registration statement.

 You may contact Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or Asia
Timmons -Pierce, Staff Attorney , at (202) 551 -3754 w ith any questions.

Very truly yours ,

      /s/ Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing and Construction

cc: Via E-Mail
 Robert L. Kimball , Esq.
 Vinson & Elkins L.L.P.
 2001 Ross Avenue, Suite 3700
 Dallas, TX 75201 -2975

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CORRESP

 16 SOUTH PENNSYLVANIA • POST OFFICE BOX 754 • OKLAHOMA CITY, OK U.S.A. 73101 • PHONE 405-235-4546 • FAX
405-236-1209

 April 30, 2014

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

RE:
LSB Industries, Inc.; Form S-4 Registration Statement, filed April 7, 2014

(the “Registration Statement”); Commission File No. 333-195102

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), LSB Industries, Inc. (the “Issuer”) and the Issuer’s subsidiaries identified as Additional Registrant Guarantors on the facing page of the
above-referenced Registration Statement (such subsidiaries together with the Issuer, the “Registrants”) hereby request acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern
time, on Monday, May 5, 2014, or as soon thereafter as practicable.

 The Registrants hereby acknowledge that:

(a)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

(b)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrants from their full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

(c)
the Registrants 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.

 The Registration Statement relates to the Registrants’ offer to exchange (the “Exchange Offer”) the
Issuer’s 7.75% Senior Secured Notes due 2019 (the “Old Notes”), which were issued on August 7, 2013, pursuant to Regulation S and Rule 144A under the Securities Act for new notes with terms materially identical to the Old Notes

 Securities and Exchange Commission

Division of Corporation Finance

 April 30, 2014

 Page
 2

but which have been registered under the Securities Act (the “New Notes”). The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer a provision that, if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer
confirms that it has not entered into any arrangement or understanding with any of the Registrants or any of their respective affiliates to distribute the New Notes.

If you have any questions or require any additional information, please do not hesitate to contact Irwin H. Steinhorn (405-272-5711) or Mark
H. Bennett (405-272-5711) of Conner & Winters, LLP.

Very truly yours,

ISSUER:

LSB INDUSTRIES, INC.

By:

 /s/ Tony M. Shelby

 Tony M. Shelby, Executive Vice President

 and
Chief Financial Officer

 Securities and Exchange Commission

Division of Corporation Finance

 April 30, 2014

 Page
 3

CEPOLK HOLDINGS, INC.

CHEMEX I CORP.

CHEMICAL PROPERTIES L.L.C.

CHEMICAL TRANSPORT L.L.C.

CHEROKEE NITROGEN L.L.C.

CHEROKEE NITROGEN HOLDINGS, INC.

CLIMACOOL CORP.

THE CLIMATE CONTROL GROUP, INC.

CLIMATECRAFT, INC.

CLIMATECRAFT TECHNOLOGIES, INC.

CLIMATE MASTER, INC.

CONSOLIDATED INDUSTRIES L.L.C.

EDC AG PRODUCTS COMPANY L.L.C.

EL DORADO ACID, L.L.C.

EL DORADO ACID II, L.L.C.

EL DORADO AMMONIA L.L.C.

EL DORADO CHEMICAL COMPANY

EL DORADO NITRIC L.L.C.

 INTERNATIONAL ENVIRONMENTAL CORPORATION

KOAX CORP.

LSB CAPITAL L.L.C.

LSB CHEMICAL L.L.C.

LSB-EUROPA LIMITED

PRYOR CHEMICAL COMPANY

 SUMMIT MACHINE TOOL MANUFACTURING L.L.C.

THERMACLIME TECHNOLOGIES, INC.

TRISON CONSTRUCTION, INC.

XPEDIAIR, INC.

ZENA ENERGY L.L.C.

By:

 /s/ Tony M. Shelby

Tony M. Shelby, Executive Vice President

EL DORADO NITROGEN, L.P.

By:

El Dorado Acid, L.L.C., its general partner

By:

 /s/ Tony M. Shelby

Tony M. Shelby, Executive Vice President

CORRESP
1
filename1.htm

CORRESP

 16 SOUTH PENNSYLVANIA   •   POST OFFICE BOX 754   •   OKLAHOMA CITY, OK
U.S.A. 73101   •   PHONE 405-235-4546   •   FAX 405-236-1209

 April 18, 2014

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC
20549-7010

Re:
LSB Industries, Inc; Registration Statement on Form S-4, filed on April 7, 2014; File No. 333-195102

Ladies and Gentlemen:

 This letter supplements
the Registration Statement on Form S-4 (File No. 333-195102) filed on April 7, 2014, by LSB Industries, Inc. (the “Company”), and the Company’s subsidiary guarantors listed on Exhibit A hereto (together with the Company, the
“Registrants”) with respect to an offer to exchange (the “Exchange Offer”) the Company’s outstanding 7.75% Senior Secured Notes due 2019 (the “Old Notes”), which were issued on August 7, 2013, to pursuant to
Regulation S and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), for new notes with terms materially identical to the Old Notes but which have been registered under the Securities Act (the “New
Notes”). The Registrants hereby confirm and represent as follows:

 1. The Registrants are registering the Exchange Offer in reliance on the position
and representations of the staff of the Securities and Exchange Commission (the “Staff”) set forth in Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), Morgan Stanley & Co. Incorporated, SEC
No-Action Letter (available June 5, 1991), and Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (together, the “No-Action Letters”).

2. The Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and,
to the best of the Registrants’ knowledge and belief, each person participating in the Exchange Offer will be acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in
the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is
tendering Old Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the New Notes, such person (i) cannot rely on the Staff’s position enunciated in the No-Action Letters or interpretative
letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale
transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K.

 3. The Registrants will make each person participating in the Exchange Offer aware (through the
prospectus or the letter of transmittal) that any broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities may be a statutory
underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

 United States Securities and Exchange Commission

Division of Corporation Finance

 April 18, 2014

Page 2

 4. Neither the Registrants nor any of their respective affiliates have entered into any arrangement or
understanding with any broker-dealer to distribute the New Notes.

 5. The Registrants will include in the transmittal letter or similar documentation to
be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions, in substantially the form set forth below:

•

if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer, provided that, by so acknowledging and by delivering a prospectus, such
exchange offeree will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

•

if the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

If you have any questions or require any additional information, please do not hesitate to contact Irwin H. Steinhorn (405-272-5711) or Mark
H. Bennett (405-272-5711) of Conner & Winters, LLP.

Very truly yours,

LSB INDUSTRIES, INC.

By:

 /s/ Jack E. Golsen

Jack E. Golsen, Chairman of the Board and Chief Executive Officer

 United States Securities and Exchange Commission

Division of Corporation Finance

 April 18, 2014

Page 3

 CEPOLK HOLDINGS, INC.

 CHEMEX I
CORP.

 CHEMICAL PROPERTIES L.L.C.

 CHEMICAL TRANSPORT
L.L.C.

 CHEROKEE NITROGEN L.L.C.

 CHEROKEE NITROGEN HOLDINGS,
INC.

 CLIMACOOL CORP.

 THE CLIMATE CONTROL GROUP, INC.

CLIMATECRAFT, INC.

 CLIMATECRAFT TECHNOLOGIES, INC.

CLIMATE MASTER, INC.

 CONSOLIDATED INDUSTRIES L.L.C.

EDC AG PRODUCTS COMPANY L.L.C.

 EL DORADO ACID, L.L.C.

EL DORADO ACID II, L.L.C.

 EL DORADO AMMONIA L.L.C.

EL DORADO CHEMICAL COMPANY

 EL DORADO NITRIC L.L.C.

INTERNATIONAL ENVIRONMENTAL

        CORPORATION

 KOAX
CORP.

 LSB CAPITAL L.L.C.

 LSB CHEMICAL L.L.C.

LSB-EUROPA LIMITED

 PRYOR CHEMICAL COMPANY

SUMMIT MACHINE TOOL

        MANUFACTURING L.L.C.

THERMACLIME TECHNOLOGIES, INC.

 TRISON CONSTRUCTION, INC.

XPEDIAIR, INC.

 ZENA ENERGY L.L.C.

By:

 /s/ Tony M. Shelby

Tony M. Shelby, Executive Vice President

EL DORADO NITROGEN, L.P.

By:

El Dorado Acid, L.L.C., its general partner

By:

 /s/ Tony M. Shelby

Tony M. Shelby, Executive Vice President

December 11, 2013

Via E -mail
Tony M. Shelby
Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, OK  73107

Re: LSB Industries, Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed February 28, 2013
File No. 1 -7677

Dear Mr. Shelby :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Accounti ng Branch Chief

CORRESP
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CORRESP

 16 SOUTH PENNSYLVANIA
—    POST OFFICE BOX 754     —    OKLAHOMA CITY, OK U.S.A.
73101     —

 PHONE
405-235-4546     —    FAX 405-236-1209

 VIA EDGAR
Submission

 December 9, 2013

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
John Cash, Accounting Branch Chief

Re:
LSB Industries, Inc.;

 Form 10-K for the Year Ended December 31, 2012;

Filed February 28, 2013; SEC File No. 1-7677;

Ladies and Gentlemen:

 LSB Industries, Inc.
(the “Company”), hereby responds to the comments of the Staff of the Securities and Exchange Commission (the “SEC”) on the Company’s Form 10-K for fiscal year ended December 31, 2012 (the “2012 Form 10-K”). The Staff’s comments were delivered to Tony M. Shelby, the Company’s Chief Financial Officer (“CFO”), by letter dated November 25, 2013 (the “Comment Letter”). Based
on the Comment Letter, we understand that the responses below are not required to be included in an amendment to the 2012 Form 10-K.

Staff comments and the Company’s responses are set forth below, as designated in the Comment Letter. Capitalized terms have the meanings
assigned to them in the 2012 Form 10-K.

 Year Ended December 31, 2012 Compared to Year Ended December 31, 2011, page 42

Other, page 44

 1. In comment one of our
letter dated December 3, 2012 regarding our review of your 2011 Form 10-K, we asked that you revise your disclosures in future filings to discuss the business reasons for material changes in amounts presented under the “other”
caption. While we note that additional disclosures were provided, the explanations provided do not appear to provide sufficient detail to enable the reader to understand the reasons for fluctuations in the amounts presented. For example, you
indicate on page 44 that the decrease in general corporate

 Securities and Exchange Commission

Division of Corporation Finance

 December 9, 2013

 Page
 2

expenses and other business operations, net, primarily relates to the increase in sales. It is not inherently clear why an increase in sales would result in a decrease in general corporate
expense. It is also unclear how significantly the increase in personnel costs offset the expenses incurred only in 2011 related the modification of the secured term loan and debenture conversion. Please supplementally show us how you will revise
your future filings accordingly.

 Response:

In future filings beginning with our Form 10-K for the year ending December 31, 2013, we will provide additional detail to enable the
reader to understand the reasons for material fluctuations. In addition, it appears from your comment that it is unclear to the reader what is included in line item titled “General corporate expenses and other business operations, net.” As
a result, we will modify our presentation and present operating income from our other business operations separately from our general corporate expenses and include the table noted below if there are material fluctuations from the previous reporting
period. The following is an example of our disclosures in our future filings beginning with the 2013 Form 10-K. This example is based on our previous disclosures with revisions in italics for future filings, including a revised table, which will be
provided if there are material fluctuations from the previous reporting period:

 “Other

The business operation classified as “Other” primarily sells industrial machinery and related
components to machine tool dealers and end users. General corporate expenses consist of SG&A, other income and other expense that is not allocated to one of our operating segments.

2012

2011

Change

Percentage
Change

(Dollars In Thousands)

 Net sales - Other

$
15,047

$
11,837

$
3,210

27.1
%

 Gross profit - Other

$
5,063

$
4,153

$
910

21.9
%

 Gross profit percentage - Other (1)

33.6
%

35.1
%

(1.5
)%

 Operating income - Other

$
2,091

$
1,584

$
507

32.0
%

 General corporate expenses

$
(14,371
)

$
(14,403
)

$
32

(0.2
)%

(1)
As a percentage of net sales

 Securities and Exchange Commission

Division of Corporation Finance

 December 9, 2013

 Page
 3

 Net Sales - Other

The increase in net sales classified as “Other” relates primarily to the improvement in demand for
industrial machinery.

 Gross Profit - Other

The increase in gross profit classified as “Other” is due primarily to the increase in gross
profit resulting from the increase in sales of industrial machinery as discussed above.

 Operating income - Other

 The increase in operating income classified as “Other” is due primarily to the
increase in gross profit resulting from the increase in sales of industrial machinery as discussed above.

 General Corporate
Expense

 The net decrease in general corporate expense primarily relates to a decrease in
expenses totaling approximately $1.3 million primarily associated with the induced conversion of 5.5% convertible debentures and the modification of the Secured Term Loan in 2011 partially offset by an increase in personnel costs of $1.3
million in 2012.”

 Consolidated Financial Statements, page F-1

2. Acquisition of Working Interests in Natural Gas Properties, page F-15

2. Please tell us how you considered the need to provide the disclosures described in ASC 932-235-50-1A and 50-1B or alternatively tell us where you have provided this information in your financial statements.

Response:

 In preparing disclosures
concerning the acquisition of working interests in natural gas properties, we considered the need to provide the disclosures described in ASC 932-235-50-1A and 50-1B. Both of these disclosures requirements relate to exploratory wells and associated
costs. On October 31, 2012 (the date of acquisition), the working interests acquired did not include any exploratory wells. In addition, no exploratory wells were drilled or associated costs incurred during the following two months of 2012. As
a result, the disclosures described in ASC 932-235-50-1A and 50-1B were not applicable.

 Securities and Exchange Commission

Division of Corporation Finance

 December 9, 2013

 Page
 4

 3. Since it appears that you have not historically engaged in natural gas producing activities, we
believe that your disclosures regarding these activities could be enhanced to improve transparency for investors. Please show us how you will revise your future filings to address the following:

•

Disclose, if true, that you used the proportionate consolidation method described in ASC
810-10-45-14 to account for your acquisition of these working interests;

Response:

As described in ASC 810-10-45-14, we disclosed the following on page F-10 under “1. Summary of Significant Accounting
Policies – Basis of Consolidation” of our Form 10-K for the year ended December 31, 2012:

 “Our
Chemical Business’ ownership of working interests in natural gas properties is accounted for as an undivided interest, whereby we reflect our proportionate share of the underlying assets, liabilities, revenues and expenses.”

•

Explain what the acquisition of a working interest entails, including a description of the rights and responsibilities you received in connection with this transaction. For example, it is unclear from your
disclosures how the difference between the 9.7% working interest acquired and the 7.7% net revenue interest acquired affects your accounting for the natural gas producing activities; and

Response:

In future filings beginning with our Form 10-K for the year ending December 31, 2013, we will provide additional
explanation concerning what the acquisition/ownership of a working interest entails to improve transparency for the reader. The following is an example of our disclosures in our 2013 Form 10-K based on our previous disclosures with revisions in
italics for future filings:

 “Our Chemical Business’ ownership of working interests in natural gas properties
is accounted for as an undivided interest, whereby we reflect our proportionate share of the underlying assets, liabilities, revenues and expenses. Our working interest represents our share of the costs and expenses incurred primarily to develop
the underlying leaseholds and to produce natural gas while our net revenue interest represents our share of the revenues from the sale of natural gas. The net revenue interest is less than our working interest as the result of royalty interest due
to others. We are not the operator of these natural gas properties”

•

Describe the methods you used to determine the estimated fair values of the assets acquired and liabilities assumed.

 Securities and Exchange Commission

Division of Corporation Finance

 December 9, 2013

 Page
 5

 Response:

In future filings beginning with our Form 10-K for the year ending December 31, 2013, we will provide additional
disclosures describing the methods used to determine the estimated fair values of assets acquired and liabilities assumed in a business combination, if applicable. The following is an example of our disclosures in our 2013 Form 10-K based on our
previous disclosures with revisions in italics for future filings:

 “The estimated fair values of the assets
acquired and liabilities assumed at the acquisition date are based on prices and valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3 classification). The fair value
measurement of accounts receivable and accounts payable are valued using an undiscounted cash flow model due to the short-term nature of the underlying instruments. The fair value measurement of property, plant and equipment are valued primarily
using a discounted cash flow model (including the application of the natural gas industry accepted risk adjustments depending on the development stage of the property) that calculates the present value of future cash flows pursuant to a reserve
report developed by our independent consulting petroleum engineer, with our assistance, based on relevant data and information at the date of acquisition. The fair value measurement of noncurrent accrued and other liabilities are valued using a
discounted cash flow model (including the application of a credit adjusted risk free interest rate) that calculated the present value of future cash flows pursuant to the estimated period of time to fulfill the underlying obligations. For
financial reporting and income tax purposes, no goodwill was recognized relating to this acquisition. In addition, this acquisition did not include any identifiable intangible assets.”

*        *        *
 *        *

 In connection with responding to the staff’s comments, the Company
acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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.

 Securities and Exchange Commission

Division of Corporation Finance

 December 9, 2013

 Page
 6

 We appreciate your attention to this matter. If you have any questions or
comments, please contact the undersigned at (405) 235-4546 or you may contact our counsel, Irwin H. Steinhorn, Esquire, of the firm of Conner & Winters, LLP, 1700 One Leadership Square, 211 North Robinson Avenue, Oklahoma City,
Oklahoma 73102, at (405) 272-5711.

Very truly yours,

LSB INDUSTRIES, INC.

By:

 /s/ Tony M. Shelby

Tony M. Shelby

 Executive Vice President and Chief

 Financial
Officer

 Enclosures

bcc:
David Shear, Esq., LSB Industries, Inc.

 Irwin H. Steinhorn, Esq, Conner & Winters,
LLP

November 25, 2013

Via E -mail
Tony M. Shelby
Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, OK  73107

Re: LSB Industries, Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed February 28, 2013
File No. 1 -7677

Dear Mr. Shelby :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumsta nces, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011, page 42

Other, page 44

1. In comment one of our letter dated December 3, 2012 regarding our review of your 2011
Form 10 -K, we asked that you revise your disclosures in future filings to discuss the
business reasons for material changes in amounts presented under the “other ” caption .
While we note that additional disclosures were provided, the explanations provided do
not appear to provide sufficient detail to enable the reader to understand the reasons for
fluctuations in the amounts presented .  For example, you indicate o n page 44 that the
decrease in general corporate expenses and other business operations, net, primarily
relates to the increase in sales.  I t is not inherently clear why an increase in sales would
result in a decrease in general corporate expense.  It is a lso unclear how significantly the

Tony M. Shelby
LSB Industries, Inc.
November 25, 2013
Page 2

 increase in personnel costs offset the expenses incurred only in 2011 related the
modification of the secured term loan and debenture conversion.  Please supplementally
show us how you will revise your future filings accor dingly.

Consolidated Financial Statements , page F -1

2. Acquisition of Working Interests in Natural Gas Properties, page F -15

2. Please tell us how you considered the need to provide the disclosures described in ASC
932-235-50-1A and 50 -1B or alternatively t ell us where you have provided this
information  in your financial statements .

3. Since it appears that you have not historically engaged in natural  gas producing activities,
we believe that your disclosures regarding these activities could be enhanced to imp rove
transparency for investors.  Please show us how you will revise your future filings to
address the following:
 Disclose, if true, that you used the proportionate consolidation method describe in
ASC 810-10-45-14 to account for your acquisition of these  working interests;
 Explain what the acquisition of a working interest entails, including a description
of the rights and responsibilities you received in connection with this transaction.
For example, it is unclear from your disclosures how the differen ce between the
9.7% working interest acquired and the 7.7% net revenue interest acquired affects
your accounting for natural  gas producing activities ; and
 Describe the methods you used to determine the estimated fair values of the assets
acquired and liab ilities assumed.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  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 t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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.

Tony M. Shelby
LSB Industries, Inc.
November 25, 2013
Page 3

 You may contact Lisa Etheredge, Staff Accountant,  at (202) 551 -3424  or me at (202)
551-3768  if you have questions.

Sincerely,

 /s/ John Cash

John Cash
Accounting Branch Chief

January 4, 2013

Via E -mail
Mr. Tony M. Shelby
Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, OK  73107

Re: LSB Industries, Inc.
 Form 10-K for the Year Ended December 31, 2011
Filed February 28, 2012
File No. 1 -7677

Dear Mr. Shelby :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accou nting Branch Chief

CORRESP
1
filename1.htm

CORRESPONDENCE

 16 SOUTH PENNSYLVANIA • POST OFFICE BOX 754 • OKLAHOMA CITY, OK U.S.A. 73101 • PHONE 405-235-4546
• FAX 405-236-1209

 VIA EDGAR Submission

 December 20, 2012

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:     Rufus Decker, Accounting Branch Chief, and Lisa Etheredge, Staff Accountant

Re:
LSB Industries, Inc.;

Form 10-K for the Year Ended December 31, 2011;

Filed February 28, 2012; SEC File No. 1-7677;

 Ladies and Gentlemen:

 On behalf of LSB Industries, Inc. (the
“Company”), the following are responses to the comments of the Staff of the Securities and Exchange Commission (the “SEC”) with respect to the Company’s Form 10-K for the year ended December 31, 2011, filed
February 28, 2012, SEC File No. 1-7677 (the “Form 10-K”). The SEC comments were delivered to me, Executive Vice President of Finance and Chief Financial Officer of the Company, by letter dated December 3, 2012 (the
“Comment Letter”).

 The SEC’s comments and the Company’s responses thereto are set forth below, numbered
as such comments are numbered in the Comment Letter. Capitalized terms used herein have the meanings assigned to them in the Form 10-K. Page numbers referenced in responses indicate the pages of the Form 10-K.

 Securities and Exchange Commission

 Division of Corporation Finance

 December 20, 2012

 Page
 2

 Form 10-K for
the Year Ended December 31, 2011

 Item 7. Management’s Discussion and Analysis…, page 27

Results of Operations, page 38

1. Please revise your future filings to also discuss with quantification under the Other caption on pages 41 and 44 the business reasons for any
material changes between periods in these amounts. Please similarly revise the disclosures in your Forms 10-Q in future filings as well.

Response:

 In future
filings beginning with our Form 10-K for the year ending December 31, 2012, we will discuss the business reasons for any material changes between periods in the disclosed amounts under the Other caption within Results of Operations. We will
similarly revise the disclosures in our Forms 10-Q in future filings as well.

 Signatures, page 93

2. Please ensure that future filings are separately signed by your principal executive officer, principal financial officer, principal
accounting officer or controller in such capacities. Refer to General Instruction D(2)(a) of Form 10-K.

 Response:

In future filings beginning with our Form 10-K for the year ending December 31, 2012, we will ensure that the Form 10-K is separately
signed by our principal executive officer, principal financial officer, principal accounting officer or controller in such capacities, in accordance with General Instruction D(2)(a) of Form 10-K.

Consolidated Financial Statements, page F-1

 Consolidated Balance Sheets, page F-3

 3. Please tell us your basis in
GAAP for presenting the uncaptioned subtotal on page F-4 that appears to represent total stockholders’ equity before treasury stock or revise your presentation in your future Forms 10-K and 10-Q, if appropriate.

 Securities and Exchange Commission

 Division of Corporation Finance

 December 20, 2012

 Page
 3

 Response:

 We are unable to find specific guidance in GAAP concerning the presentation of stockholders’ equity for a company
that holds treasury stock. We searched the filings of other reporting companies and note that there seems to be no consistency as to whether the other components of stockholders’ equity are subtotaled before treasury stock; we found filers who
present a subtotal amount before treasury stock, while others do not present a subtotal amount. We also searched the 2012 XBRL Taxonomy and found a U.S. GAAP tag to be used for companies that present a subtotal amount. Therefore, our presentation of
stockholders’ equity appears appropriate. We note, however, that we utilized an XBRL extension tag (rather than a U.S. GAAP tag) for this subtotal amount for our Form 10-K for the year ended December 31, 2011. We will utilize the U.S. GAAP
tag for the subtotal amount in future filings beginning with our Form 10-K for the year ending December 31, 2012.

*      *      *      *
  *

 In connection with responding to the staff’s comments, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 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.

 We appreciate your attention to this matter. If you have any questions or comments,
please do not hesitate to contact the undersigned.

 Very truly yours,

LSB INDUSTRIES, INC.

By:

     /s/ Tony M. Shelby

Tony M. Shelby

Executive Vice President of Finance and

Chief Financial Officer

CORRESP
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CORRESP

 16 SOUTH PENNSYLVANIA • POST OFFICE BOX 754 • OKLAHOMA CITY, OK U.S.A. 73101 • PHONE 405-235-4546 •
FAX 405-236-1209

 December 13, 2012

 Mr. Rufus Decker

 Accounting Branch Chief

Securities & Exchange Commission

Washington, D.C. 20549

Re:
LSB Industries, Inc. (“LSB”) Form 10-K for Year Ended December 31, 2011

Filed February 28, 2012 (“2011 Form 10-K”); File No. 1-7677

 Dear Mr. Decker:

 Due to an apparent error on my part,
I overlooked the email of your December 3, 2012, letter in connection with your review of LSB’s 2011 Form 10-K until December 12, 2012. On December 3rd, I exchanged test emails with Ms Etheredge of your office to confirm my email address. On the evening of
December 11th, I noticed that I had not received the
letter. I called Ms. Etheredge of your office Wednesday December 12th and advised her that I do not recall having heard from the SEC in connection with its review of LSB’s 2011 Form 10-K. She advised me that a review letter dated December 3, 2012 was sent to us.
Apparently I must have not recognized it and inadvertently deleted it. We requested a copy of the letter, which Ms. Etheredge faxed to us on December 12, 2012.

 Due to the above, we will need an extension until December 24, 2012 in order to respond to your letter of December 3, 2012. Sorry for the inconvenience.

If you or Ms. Etheredge have any questions, please call me.

Sincerely yours,

 /s/ Tony M. Shelby

 Tony M. Shelby

Executive Vice President and Principal Financial Officer

 TMS/dkc

cc:
Ms. Lisa Etheredge

Securities & Exchange Commission

December 3, 2012

Via E -mail
Mr. Tony M. Shelby
Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, OK  73107

Re: LSB Industries, Inc.
 Form 10-K for the Year Ended December 31, 2011
Filed February 28, 2012
File No. 1-7677

Dear Mr. Shelby :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumsta nces, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2011

Item 7. Management’s Discussion and Analysis …, page 27

Results of Operations, page 38

1. Please revise your future filings to also discuss with quantification under the Other caption
on pages 41 and 44 the business reasons for any material changes between periods in these
amounts.  Please sim ilarly revise the disclosures in your Forms 10 -Q in future filings as well.

Signatures, page 93

2. Please ensure that future filings are separately signed by your principal executive officer,
principal financial officer, principal ac counting officer or cont roller i n such capacities.   Refer
to General Instruction D(2)(a) of Form 10 -K.

Tony M. Shelby
LSB Industries, Inc.
December 3, 2012
Page 2

 Consolidated Financial Statements, page F -1

Consolidated Balance Sheets, page F -3

3. Please tell us your basis in GAAP for presenting the uncaptioned subtotal on page F -4 that
appears to represent total stockholders’ equity before treasury stock or revise your
presentation in your future Forms 10 -K and 10 -Q, if appropriate.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 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.

You may contact Lisa Etheredge, Staff Accountant  at (202) 551 -3424 or the undersigned
at (202) 551 -3769 if you have questions regarding comments on the financial statement s and
related matters.  Please contact Era Anagnosti, Staff Attor ney, at (202) 551 -3369 or Pamela
Long, Assistant Director,  at (202) 551 -3765 with any other questions.

Sincerely,

 /s/ Rufus Decker

Rufus Decker
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631         May 26, 2010  Tony M. Shelby Executive Vice President of Finance and Chief Financial Officer LSB Industries, Inc. 16 South Pennsylvania Avenue Oklahoma City, Oklahoma  73107

Re: LSB Industries, Inc.
 Form 10-K for the year ended December 31, 2009
Filed March 8, 2010
 File No. 001-07677

Dear Mr. Shelby:
  We have completed our review of your Form 10-K for the year ended December 31, 2009 and related filings and have no further comments at this time.
          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. ( Via facsimile 405/232-2695 )
 Conner & Winters  1700 One Leadership Square  211 North Robinson  Oklahoma City, Oklahoma  73102

CORRESP
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    correspltr_052110.htm

    1700 One
Leadership Square

    211 North
Robinson

    Oklahoma
City, Oklahoma 73102

    405.272.5711
Phone

    405.232.2695
Fax

    www.cwlaw.com

              Irwin
      H. Steinhorn, Esq.

              Direct
      Line: (405) 272-5750

              Attorney
      at Law

              Direct
      Fax: (405) 232-2695

              isteinhorn@cwlaw.com

    May 21,
2010

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549-7010

    Attention:
Pamela Long, Assistant Director

              Re:

              LSB Industries, Inc.; Form
      10-K for the year ended December 31, 2009;

              filed March 8, 2010; SEC File
      No. 001-07677;

            Our File No.
      07033-0001

    Ladies
and Gentlemen:

    On behalf
of LSB Industries, Inc. (the “Company”), the following are responses to the
comments of the Staff of the Securities and Exchange Commission (the “SEC”) with
respect to the Company’s Form 10-K for the year ended December 31, 2009, filed
March 8, 2010, SEC File No. 001-07677 (the “Form 10-K”).  The SEC
comments were delivered to Tony M. Shelby, Executive Vice President of Finance
and Chief Financial Officer of the Company, by letter dated May 10, 2010 (the
“Comment Letter”).

    The
Comment Letter requests that comment nos. 1, 3 and 5 be complied with in the
Company’s future filings beginning with Form 10-Q for the quarter ended March
31, 2010 (“First Quarter 10-Q”) as to comments 1 and 5.  On May 13,
2010, we discussed the Comment Letter with Sherry Haywood, staff attorney at the
SEC.  During our conversation with Ms. Haywood, we advised her that
the Company had previously filed with the SEC its First Quarter 10-Q on May 6,
2010 and its 2010 proxy statement in connection with its 2010 annual meeting on
May 10, 2010 (“2010 Proxy Statement”), both of which were filed prior to the
Company’s receipt of the Comment Letter.  As a result, we discussed
with Ms. Haywood the possibility of the Company complying with comments 1 and 5
beginning with the Company’s Form 10-Q for quarter ended June 30, 2010, and
comment 3 in the Company’s 2010 Form 10-K and proxy statement for its 2011
annual meeting.

    The SEC’s
comments and the Company’s responses thereto are set forth below, numbered as
such comments are numbered in the Comment Letter.  Capitalized terms
used herein have the meanings assigned to them in the Form
10-K.

        Securities and Exchange Commission

        Division of Corporation Finance

        May 21, 2010

        Page
2

    Item 9A.  Controls
and Procedures, page 75

    1.   We
note in the disclosure in the first paragraph that you, with the participation
of your principal executive officer and principal financial officer, concluded
that your disclosure controls and procedures were effective.  The
conclusion regarding the effectiveness of the disclosure controls and procedures
must be made by the principal executive officer and principal financial
officer.  Refer to Item 307 of Regulation S-K.  Please tell
us whether these officers concluded that your disclosure controls and procedures
were effective as of December 31, 2009 and comply with this comment in future
filings.  Please also comply with this comment with respect to your
Form 10-Q for the quarter ended March 31, 2010.

    Response:

    The statements in the Form 10-K and the
First Quarter 10-Q that the Company concluded that its disclosure controls and
procedures were effective as of December 31, 2009 and March 31, 2010, were
correct, and such conclusions were made by the Company’s principal executive
officer and principal financial officer.

    The Company will comply with comment
no. 1 in its future filings.  Because the First Quarter 10-Q was filed
prior to the Company’s receipt of the Comment Letter, the Company respectfully
requests that the Staff consent to the Company’s agreement to comply with
comment no. 1 beginning with the Company’s Form 10-Q to be filed for the quarter
ending June 30, 2010.

    Item
10.  Directors, Executive Officers and Corporate Governance, page
81

    2.   We
note that you have not included any disclosure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion
that disclosure is not necessary and describe the process you undertook to reach
that conclusion.

    Response:

    The basis
of the Company’s conclusion that no disclosure was necessary in the Company’s
2009 Form 10-K and in its 2010 Proxy Statement in response to Item 402(s) of
Regulation S-K and the process the Company undertook to reach that conclusion is
as follows.

    The
Company determined that its compensation policies do not create risks that are
reasonably likely to have a material adverse effect on the
Company.  This conclusion was based on the assessment performed by the
Company, with input from the Company’s executive management and its legal
department.  The Company’s assessment included consideration of Item
402(s) as discussed between the Company’s management and the Company’s legal
department as to the requirements of Item 402(s) after the Company’s legal
department and this law firm had in-depth discussions of Item
402(s).  In conducting the Company’s risk assessment, numerous factors
were considered, including:

          Securities and Exchange Commission

          Division of Corporation Finance

          May 21, 2010

          Page
3

              ·

              the
      Company does not offer significant short-term incentives that would
      reasonably be considered as motivating high-risk investments or other
      conduct that is not consistent with the long term goals of the
      Company;

              ·

              the
      mix between short-term and long-term compensation, which is also discussed in
      “Compensation Discussion and
      Analysis;”

              ·

              the
      type of equity awards granted to employees and level of equity and equity
      award holdings; and

              ·

              the
      historical emphasis at the Company on long term growth and profiability,
      over short term gains.

    Although
the Company has determined that the Company’s compensation policies are not
reasonably likely to have a material adverse effect on the Company, the Form
10-K and the 2010 Proxy include the following risk factor
disclosure:

    Our
Compensation Policies May Discourage Other Parties From Attempting to Acquire
Us

    We have
entered into severance agreements with our executive officers and some of the
executive officers of our subsidiaries that provide, among other things, that
if, within a specified period of time after the occurrence of a change in
control of our Company, one of these officers are terminated, other than for
cause, or the officer terminates his employment for good reason, we must pay
such officer an amount equal to 2.9 times the officer’s average annual gross
salary for the last five years preceding the change in control. See “Severance
Agreements” and “Employment Agreement,” above. These agreements may discourage a
third party tender offer, proxy contest, or other attempts to acquire control of
us and could have the effect of making it more difficult to remove incumbent
management.

    While
the Company believes that the foregoing risk factor is material to
investors, the Company does not believe that such risk rises to
the “reasonably likely to have a material adverse effect” standard of Item
402(s) of Regulation S-K.

    Bonuses, page
90

    3.   We
note disclosure that bonus awards are made “based upon an assessment of an
individual’s overall contribution to the Company.”  In future filings,
for each named executive officer, please describe the elements of individual
performance and or contribution that are taken into account.  See Item
402(b)(2)(vii) of Regulation S-K.  Show us what your disclosure would
look like.

          Securities and Exchange Commission

          Division of Corporation Finance

          May 21, 2010

          Page
4

Response:

    The Company will include in its future
filings a description of the elements of individual performance and or
contribution that are taken into account for purposes of determining bonus
awards as requested in comment no. 3.  However, because the Company’s
2010 Proxy Statement was filed prior to the Company’s receipt of the Comment
Letter, the 2010 Proxy Statement does not include the requested
disclosure.  Accordingly, the Company respectfully requests that the
Staff consent to the Company’s agreement to comply with comment no. 3 in the
Company’s 2010 Form 10-K and Proxy Statement for the Company’s 2011 annual
meeting.

    You have requested the Company to show
you what the requested disclosure would look like.  Below is a
description of the elements of individual performance and or contribution that
were taken into account for purposes of determining bonus awards with respect to
the Company’s fiscal year ended December 31, 2009.  The Company
expects future disclosures of the elements of individual performance and or
contributions of each named executive officer to be substantially similar to the
form of the following disclosure:

    Bonus
awards are based upon assessment of an individual’s overall contribution to the
Company.  This assessment includes an analysis of the achievement of
an individual’s goals for their areas of responsibility, the individual’s
contribution to the achievement of the Company’s priorities and strategic plans,
and the individual’s material accomplishments achieved during the
year.  In considering an individual’s overall contribution to the
Company, the Compensation Committee will account for the individual’s level of
experience relevant to the Company’s businesses, the individual’s tenure with
the Company, and the individuals level of responsibility.

    The
assessment is a subjective evaluation of accomplishment and contribution to the
Company and is not based on the achievement of specific performance
metrics.  Our CEO, Jack E. Golsen, provides the Compensation Committee
with his assessment of the contributions to the Company during the applicable
year by our named executive officers other than for himself and Barry H. Golsen,
our President, for purposes of determining bonus compensation for such
year.  With respect to bonus awards for Jack E. Golsen and Barry H.
Golsen, the Compensation Committee assesses the overall contribution of each of
them based on the interaction with each of them, review of the matters that are
presented to the board of directors for consideration or discussion, and
interviews with other senior executive officers.

    In
assessing the overall contribution of Jack E. Golsen to the Company for purposes
of bonus compensation, the Compensation Committee considered Mr. Golsen’s
management of the Company through challenging global economic conditions, the
profitability of the Company, the retention and development of the Company’s
executive team, his development of key business relationships for the Company,
and his efforts in developing strategies for the Company’s future

          Securities and Exchange Commission

          Division of Corporation Finance

          May 21, 2010

          Page
5

    revenue
and market growth.  Mr. Golsen’s level of responsibility and the
effectiveness of his leadership were also considered in the assessment of his
overall contribution to the Company during 2009.  In addition, the
Compensation Committee considered Mr. Golsen’s Employment Agreement with the
Company.

    The
assessment of Barry H. Golsen’s overall contribution to the Company for purposes
of determining his bonus compensation included his leadership of the Company and
the Company’s climate control and chemical businesses through challenging global
economic conditions, profitability of the Company for 2009, his retention and
development of the Company’s management, his accomplishments in developing
improved investor and shareholder communication, and his efforts in developing
the Company’s future market growth.

    The
assessment of Tony M. Shelby’s overall contribution to the Company for purposes
of bonus compensation included an evaluation of the complexity of Mr. Shelby’s
responsibilities as our chief financial officer, his leadership in the
management of the Company’s financial resources, his efforts in developing
strategies for the Company’s future revenue growth, his accomplishments in
negotiating important commercial contracts, his development of key business
relationships for the Company, and his continued commitment to enhancing the
Company’s internal audit function and improving its finance
processes.

    The
assessment of David R. Goss’ overall contribution to the Company for purposes of
bonus compensation included an evaluation of the complexity of Mr. Goss’
responsibilities as our executive vice president of operations, especially
during challenging global economic conditions, his management and development of
our newly restarted chemical facility located in Pryor, Oklahoma, and his
management of Company’s resources with a view to their most productive and
efficient uses.

    The
assessment of David M. Shear’s overall contribution to the Company for purposes
of bonus compensation included an evaluation of the complexity of Mr. Shear’s
responsibilities as our general counsel, the effectiveness of his oversight of
our legal department, his management of the Company’s litigation and corporate
matters, his accomplishments in negotiating important commercial contracts, the
utility of his communications with our board of directors and executive
officers, his contributions to the oversight of the Company’s corporate
governance and compliance functions, and his leadership in the design and
implementation of the Company’s recent subsidiary realignment.

    Item 15.  Exhibits
and Financial Statement Schedules, page 112

    4.   We
note that have not filed on EDGAR all of the schedules and exhibits to the
documents filed as exhibits 4.8, 4.10, 4.14, and 10.32 to the Form
10-K  Please file complete copies of each

          Securities and Exchange Commission

          Division of Corporation Finance

          May 21, 2010

          Page
6

     of
these documents, including all schedules and exhibits, with your next periodic
report or with a current report on Form 8-K  Refer to Item 601(b)(10)
of Regulation S-K.

    Response:

    As previously discussed, the Company’s
First Quarter 10-Q was filed before the date of the Comment
Letter.  As a result, the Company respectfully requests that the Staff
consent to the Company including in its Form 10-Q for quarter ending June 30,
2010, the schedules and exhibits to the referenced exhibits 4.8, 4.14 and 10.32
filed as exhibits to the Form 10-K.  Please be advised that exhibit
4.10 to the 2009 Form 10-K should have been eliminated from the exhibit list as
the obligations under exhibit 4.10 were paid in full prior to the end of 2009,
and that neither the Company nor any of its subsidiaries have any material
obligations continuing under exhibit 4.10.  As a result, exhibit 4.10
will be excluded from the exhibit list in any future filings.  Thus,
the Company should not be required to file schedules and exhibits relating to
the referenced exhibit 4.10.

      Certifications, Exhibits
31.1 and 31.2

    5.   In
future filings, please file the certifications exactly as set forth in Item
601(b)(31)(i) of Regulation S-K.  We note that the identification of
the certifying individual at the beginning of the certification also includes
the title of the certifying individual.  The identification of the
certifying individual at the beginning of the certification should be revised so
as not to include the individual’s title.  Please also do not replace
the word “rep

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile (405/235-5067)

Mail Stop 4631         May 10, 2010  Tony M. Shelby Executive Vice President of Finance and Chief Financial Officer LSB Industries, Inc. 16 South Pennsylvania Avenue Oklahoma City, Oklahoma  73107

Re: LSB Industries, Inc.
 Form 10-K for the year ended December 31, 2009
Filed March 8, 2010
 File No. 001-07677

Dear Mr. Shelby:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.
 Item 9A. Controls and Procedures, page 75

1. We note the disclosure in the first paragraph that you, with the participation of
your principal executive officer and principal financial officer, concluded that your disclosure controls and procedures we re effective.  The conclusion regarding
the effectiveness of the disclosure contro ls and procedures must be made by the
principal executive officer and principal fi nancial officer.  Refer to Item 307 of

Tony M. Shelby
LSB Industries, Inc.
May 10, 2010 Page 2
Regulation S-K.  Please tell us whet her these officers c oncluded that your
disclosure controls and procedures we re effective as of December 31, 2009 and
comply with this comment in future filings.  Please also comply with this comment with respect to your Form 10- Q for the quarter ended March 31, 2010.
 Item 10. Directors, Executive Officer s and Corporate Governance, page 81

2. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the process you undertook to reach that conclusion.
 Bonuses, page 90

3. We note disclosure that bonus  awards are made “based upon an assessment of an
individual’s overall contribution to the Company.”  In future filings, for each
named executive officer, please describe th e elements of individual performance
and or contribution that are taken into account.  See Item 402(b)(2)(vii) of Regulation S-K.  Show us what your disclosure would look like.

Item 15. Exhibits and Financia l Statement Schedules, page 112

4. We note that have not filed on EDGAR all of the schedules and exhibits to the
documents filed as exhibits 4.8, 4.10, 4.14, and 10.32 to the Form 10-K.  Please
file complete copies of each of th ese documents, including all schedules and
exhibits, with your next peri odic report or with a current report on Form 8-K.
Refer to Item 601(b)(10) of Regulation S-K.

Certifications, Exhibit 31.1 and 31.2

5. In future filings, please file the certifications exactly as set forth in Item
601(b)(31)(i) of Regulation S-K.  We note that the identification of the certifying
individual at the beginning of the certification also includes the title of the certifying
individual. The identification of the certifying individual at the beginning of the
certification should be revised so as not to include the individual’s title.  Please also do not replace the word “report” with “annual report” in section 4(a), functions with
“function” in section 5 and “control” with “controls” in section 5(b).
Please also
comply with this comment with respect to your Form 10-Q for the quarter ended
March 31, 2010.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.

Tony M. Shelby
LSB Industries, Inc. May 10, 2010 Page 3  Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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 the
filing;
‚ 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 advise d that the Division of Enfo rcement 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.
  Please contact Sherry Haywood, Staff A ttorney at (202) 551-3345 or Andrew
Schoeffler, Senior Attorney at ( 202) 551-3748 with any other questions.

Sincerely,
    Pamela Long
Assistant Director

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      LSB
INDUSTRIES, INC.

      16 South
Pennsylvania

      Post
Office Box 754

      Oklahoma
City, OK  73101

      November
19, 2009

      Securities
and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
D.C. 20549

      Attention:
Pamela A. Long

                  Re:

                  LSB Industries, Inc.; Form S-3
      Registration Statement, filed September 15, 2009, as amended; Commission File
      No. 333-161935

      Ladies
and Gentlemen:

      Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, LSB Industries, Inc. (the
“Registrant”) hereby requests acceleration of the effective date of its
Registration Statement on Form S-3 (File No. 333-161935), as amended (the
“Registration Statement”), so that it may become effective at 4:00 p.m., Eastern
Time, on Friday, November 20, 2009, or as soon thereafter as
practicable.

      The Registrant hereby acknowledges
that:

                (a)

                should
      the Securities and Exchange Commission (the “Commission”) or the staff,
      acting pursuant to delegated authority, declare the Registration Statement
      effective, it does not foreclose the Commission from taking any action
      with respect to the Registration
Statement;

                (b)

                the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the Registration Statement effective, does not
      relieve the Registrant from its full responsibility for the adequacy and
      accuracy of the disclosure in the Registration Statement;
    and

                (c)

                the
      Registrant 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.

                                Very
      truly yours,

                                LSB
      INDUSTRIES, INC.

                                By:

                                /s/ Tony M. Shelby

                                Tony
      M. Shelby, Executive Vice President and

                                Chief
      Financial
Officer

      cc:  Hagen
Ganem, Esq.

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
February 19, 2008

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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

If you have any further questions regard ing our review of your filings, 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
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

January 30, 2008

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 your response lett er dated January 22, 2008 and have the
following additional comments.  If you disagree with our comment, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.

 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 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
January 30, 2008
Page 2 of 2
Item 9A – Controls a nd Procedures, page 69

2. We note your response to prior comment 9.  Pl ease expand your disclosure to address
the nature of the sign ificant deficiencies th at you noted during your evaluation as well
as how you were able to conc lude that your disclosure c ontrols and procedures were
effective in light of these deficiencies.

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

General

3. Please address the above comment in your interim filings as well.

*    *    *    *

  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.

 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

CORRESP
1
filename1.htm

    form_corres.htm

      FOIA
        CONFIDENTIAL TREATMENT

      OF
        LIMITED PORTIONS REQUESTED

      BY
        LSB INDUSTRIES, INC.

      UNDER
        17 C.F.R. SECTION 200.83

      January
        22, 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 December 18, 2007 from the U.S.
        Securities and Exchange Commission (the “Commission”), as referenced above. We
        have repeated your comments and provided our response immediately under the
        heading “Company Response” or in a referenced exhibit to this letter. Where
        appropriate, we have provided in our response what the revisions will look
        like
        in future filings. To assist you in your review of our response, we have
        italicized our responses where they represent changes to previously filed
        disclosures

      Based
        on
        general comment number 1, any revisions or changes noted by our responses
        to
        your comments relating to our filings identified above will be made in future
        filings.

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

      General

      Comment
        Number 1:

      Where
        a
        comment below requests additional disclosures or other revision 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.

      Company
        Response

      The
        following responses have been prepared in accordance with this comment. Where
        revisions to disclosures have been requested, revisions will be included
        in our
        future filings.

          Confidential
            Treatment Requested by LSB Industries, Inc.

        1

    Financial
      Statements

    Note
      3. Summary of Significant Accounting Policies

    Accrued
      Insurance Liabilities, page F-16

    Comment
      Number 2:

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

    Company
      Response

    Following
      is our proposed revised footnote to disclose the levels of excess loss coverage
      by type of risk self-insured.

    Accrued
      Insurance Liabilities - We are self-insured up to certain limits for
      group health, workers’ compensation and general liability claims. Above these
      limits, we have commercial insurance coverage for our contractual
      exposure on group health claims and statutory limits under workers’ compensation
      obligations. We also carry excess umbrella insurance of $50 million for most
      general liability risks excluding environmental risks. We have a separate $30
      million insurance policy covering pollution liability at our El Dorado and
      Cherokee Facilities. Our accrued insurance liabilities are based on
      estimates of the self-insured portions of the claims, which include the incurred
      claims amounts plus estimates of future claims development calculated by
      applying our historical claims development factors to our incurred claims
      amounts. We also consider the reserves established by our insurance adjustors
      and/or estimates provided by attorneys handling the claims, if any. In addition,
      our accrued insurance liabilities include estimates of incurred, but not
      reported, claims and other insurance-related costs. At December 31, 2006 and
      2005, our claims liabilities were $1,646,000 and $1,426,000, respectively,
      which
      are included in accrued and other liabilities. It is possible that the actual
      development of claims could exceed our estimates.

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

        Comment
          Number 3:

      Please
        help us better understand the components of the line item described on the
        face
        of your statement of income as dividend requirements and stock dividend on
        preferred stock for the year ended December 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 footnote 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 clear 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
        dividends in your financial statements.

          Confidential
            Treatment Requested by LSB Industries, Inc.

        2

    Company
      Response

      A:
        The
        $2,882,000 disclosed on page F-51 is the amount recorded as a charge to
        accumulated deficit. This amount is the excess of the fair value of the common
        stock issued to the holders pursuant to the exchange agreements over the
        fair
        value of the common stock to be issued to the holders under the original
        terms
        of the Series 2 Preferred in accordance with EITF Topic D-42 and SFAS 84
        as
        shown in Exhibit A. The $2,882,000 effectively included the dividends in
        arrears
        at the time of the exchange agreements. The $2,630,000 is the total
        dividend requirements and stock dividend deducted from net income to determine
        net income applicable to common stock as shown below. The holders of the
        shares
        of Series 2 Preferred pursuant to the exchange agreements received consideration
        in excess of the dividends in arrears at the time of the exchange agreements
        as
        shown below. Because these dividends in arrears have been deducted from income
        (loss) applicable to common stock in previous years, only $705,000 was included
        in dividend requirements and stock dividend for 2006 associated with shares
        of
        Series 2 Preferred pursuant to the exchange agreements as shown below. A
        more
        detailed list of the components and corresponding amounts of the line item
        described on the face of the statement of income as dividend requirements
        and
        stock dividend on preferred stock for the year ended December 31, 2006 and
        related line items on page F-22 and supporting calculations on how we arrived
        at
        the amount of $2,630,000 are as follows:

    2006
      dividend requirements for cumulative preferred stock:

              ($000’s
                omitted)

              20,000
                shares of Series B 12% Cumulative, Convertible Preferred Stock ($12
                per
                share)

              $

              240

              A
                range of 499,102 to 500,702 shares outstanding of Series 2 $3.25
                Convertible, Exchangeable Class C Preferred Stock which were not
                pursuant
                to any exchange agreements ($3.25 per share)

              1,624

              104,548
                shares of Series 2 $3.25 Convertible, Exchangeable Class C Preferred
                Stock
                pursuant to
                exchange agreements (see calculation below)

              705

              1,000,000
                shares of Series D 6% Cumulative, Convertible Class C Preferred Stock
                ($0.06 per share)

              60

              A
                range of 683 to 871 shares of Noncumulative Redeemable Preferred
                Stock
                ($1.24 per share)

              1

              Total
                dividend requirements and stock dividend

              $

              2,630

    Calculation
      of dividend requirements and stock dividend on Series 2 Preferred pursuant
      to
      exchange agreements:

              2006
                dividend requirements prior to exchange agreements (104,548
                shares x $0.8125 x 3 quarters)

              $

              255

              Excess
                of stock dividend (see discussion and calculation in Exhibit
                A and discussion in proposed footnote in Exhibit
                B) over dividends in arrears at time of exchange agreements
                (2,882,203 less (104,548 x $23.2625))

              450

              Total
                dividend requirements and stock dividend relating to
                exchange

              $

              705

            Confidential
              Treatment Requested by LSB Industries, Inc.

          3

      B:
        See
Exhibit B for our proposed revised footnote to better explain
        the components used in determining net income (loss) per share which
        modifications in presentation, if applicable, would be applied to all periods
        presented in future filings.

      C:
        We
        have referred to the dividends that have accumulated under the terms of
        cumulative preferred stocks but which are not due and payable as such have
        not
        been declared by our Board of Directors, as “accrued and unpaid”, based on the
        discussion in Exhibit C. Because these dividends had not been
        declared, they were not accrued as a liability, but instead the liquidation
        preference was disclosed and the dividends in arrears were deducted in arriving
        at net income applicable to common stock in the periods to which the dividend
        pertained. As noted above as the consideration paid in the exchange exceeded
        the
        aggregate liquidation preference of the securities, the holders effectively
        received these unpaid dividends. The consideration received in excess of
        the
        liquidation preference was deducted in arriving at net income applicable
        to
        common stock as discussed in (A) above.

      We
        propose replacing the phrase “accrued and unpaid” with the phrase “dividends in
        arrears” in the various disclosures relating to this transaction in future
        filings.

      Comment
        Number 4:

      You
        excluded the effect of certain shares of convertible preferred stock from
        your
        determination of diluted net income (loss) per share as their effect would
        have
        been anti-dilutive. Please disclose which series of Preferred Stock was
        excluded. In light of the requirements of EITF Topic D-53, please 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.

      Company
        Response

      A:
        See Exhibit B for our proposed revised footnote for future
        filings to disclose the series of preferred stock which were
        anti-dilutive.

      B:
        In computing diluted net income per share for 2006, we followed the guidance
        of
        EITF Topic No, D-53. For computing purposes, we separated the Series 2 Preferred
        shares relating to the exchange agreements from the other convertible
        securities. We applied the “if converted” method from the beginning of 2006 to
        the date of the exchange agreements using both the 2006 dividend requirements
        prior to exchange agreements and the excess of the stock dividend over dividends
        in arrears at the time of exchange agreements (redemption premium) which
        totaled
        approximately $705,000 (see calculation under Comment Number 3). As a result,
        the $705,000 of dividend requirements and stock dividend on these shares
        of
        Series 2 Preferred was more dilutive than the underlying 348,366
        weighted-average shares which were outstanding from the beginning of 2006
        to the
        date of the exchange agreements.

          Confidential
            Treatment Requested by LSB Industries, Inc.

        4

    Note
      5. Inventories, page F-25

      Comment
        Number 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 determined it was
      appropriate to reverse previously recorded losses related to inventory. Refer
      to
      SAB Topic 5:BB.

    Company
      Response

    A:
      Our disclosure used the terminology “realization and reversal of losses”. As
      explained below, cost of sales was not reduced by the “reversal” of losses
      relating to inventory, only the realization of losses on inventory sold during
      the subsequent period. However for your information, the following is the detail
      of the net amounts which impacted cost of sales and included in our
      disclosure:

              2006

              2005

              2004

                ($000’s
                  omitted)

              Slow-moving
                inventory:

              Provision
                for losses

            $

              258

            $

              121

            $

              303

              Cost
                exceeding net realizable value inventory:

              Provision
                for losses

              426

              1,395

              1,277

              Realization
                of losses

            (1,395
            )

            (1,277
            )

            (563
            )

              Net
                total

            $
            (711
            )

            $

              239

            $

              1,017

    B:
      We follow the
      accounting guidance as discussed in SAB Topic 5:BB. The inventories which had
      these “lower of cost or market” reserves at the end of each respective year were
      sold during the subsequent year and therefore realized. We have excluded the
      use
      of the term “reversal” in our disclosure for 2007 and future Form 10K and Form
      10Q filings.

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

      Comment
        Number 6:

    You
      state that the conversion rates on
      your 7% Convertible Senior Subordinated Debentures due 2011 will be adjusted
      to
      reflect 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 rights to purchase shares of common stock which would result
      in a change to the conversion rates. Please clarify in your disclosure, if
      true,
      that the changes are due to standard antidilution provisions as discussed in
      paragraph 8 of EITF 05-2.

            Confidential
              Treatment Requested by LSB Industries, Inc.

          5

    Company
      Response

    The
      following is our p

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

CORRESP
1
filename1.htm

Correspondence Letter

 November 19, 2007

 Securities
and Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Pamela A. Long

 Re:

LSB Industries, Inc.; Form S-1 Registration Statement, filed August 27, 2007; Commission File No. 333-145721

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LSB Industries, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form
S-1 (File No. 333-145721), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m., Eastern Time, on Monday, November 19, 2007, or as soon thereafter as practicable.

 The Registrant hereby acknowledges that:

(a)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(c)
the Registrant 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.

Very truly yours,

LSB INDUSTRIES, INC.

By:

 /s/ Jim D. Jones

Senior Vice President, Chief Accounting Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

November 2, 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.
  Amendment No. 1 to Registration Statement on Form S-1
Filed on October 19, 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.
Selling Security Holders, page 37

1. We note your disclosure that some of the selling shareholders and/or their affiliates held short positions in your common stock as of September 30, 2007.  Please indicate the size of the short positions.  Supplementally confirm that you are aware of Telephone Interp. A.65 (July 1997) on this matter, which is publicly available on our website, and revise your disclosure in the Plan of Distribution section accordingly.
Exhibit 5.1 – Legal Opinion

 2. Since the company is incorporated in Delaware and the indenture and related debentures are governed by New York law, the legal opinion cannot be limited to Oklahoma law.  Please revise.  As appropriate, please amend your filing in response to these comments.  Please direct
questions to Brigitte Lippmann 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

David M. Shear, Esq.
LSB Industries, Inc.  November 2, 2007 Page 2  cc:   Irwin H. Steinhorn, Esq.
Conner & Winters, LLP  1700 One Leadership Square  211 North Robinson  Oklahoma City, Oklahoma 73102

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
VIA FACSIMILE AND U.S. MAIL

                                                     	January 20,
2006

Tony M. Shelby
Executive Vice President of Finance and Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107

	RE:	Form 10-K for the fiscal year ended December 31, 2004
      File No. 1-07677

Dear Mr. Shelby:

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

      If you have any further questions regarding our review of
your
filings, please direct them to Ernest Greene, Staff Accountant, at
(202) 551-3733 or in his absence, to Nudrat Salik, Staff
Accountant,
at (202) 551-3692.

							Sincerely,

								Rufus Decker
								Accounting Branch Chief

??

??

??

??

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

November 28, 2005

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance|

Securities & Exchange Commission

Washington DC  20549-7010

Re:     November 22, 2005 Comment Letter

        LSB Industries, Inc.

        Item 4.02 Form 8-K

        Filed:  November 22, 2005

        File No. 1-7677

Dear Mr. Decker:

This letter responds to your comment letter dated November 22, 2005, as referenced above.  Below we have repeated your comments and provided our response immediately under the heading "Company response."

The Company acknowledges the following:

the Company is responsible for the adequacy and accuracy of the disclosures in the 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.

Staff Comment 1:  We note that you intend to file restated financial statements.  However you have not indicated when you intend to do so.  Please tell us when you intend to file restated financial statements.  We may have further comment after you file the restated financial statements.

Company response:

The Company intends to file on or before December 31, 2005, its amended 2004 Form 10-K/A, which will include the Company's 2004 restated financial statements, and its amended Forms 10-Q/A for quarters ended March 31, 2005, and June 30, 2005, as stated in the Company's Form 10-Q for quarter ended September 30, 2005 ("Explanatory Introduction Note" and Note 1 to Condensed Consolidated Financial Statements"), the Company's press release announcing its quarterly results for quarter ended September 30, 2005, and Exhibit 99.1 to the Company's Form 8-K (Item 2.02).

Staff Comment 2:  We remind you that when you file your restated Form 10-K and you should appropriately address the following:

an explanatory paragraph in the reissued audit opinion,

full compliance with APB 20, paragraphs 36 and 37,

fully update all affected portions of the document, including MD&A, selected financial data, and quarterly financial data,

updated Item 9A and disclosures should include the following:

a discussion of the restatement and the facts and circumstances surrounding it,

how the restatement impacted the CEO and CFO's original conclusions regarding the effectiveness of their disclosure controls and procedures,

changes to internal controls over financial reporting, and

anticipated changes to disclosure controls and procedures and/or internal controls over financial reporting to prevent future misstatements of a similar nature.

Refer to Items 307 and 308(c) of Regulation S-K.

include all updated certifications.

Company response:

We acknowledge the above comment and will amend our Form 10-K accordingly and in full compliance with APB 20, paragraphs 36 and 37.

Further, we want to call your attention to our disclosure to Item 4 contained in our Form 10-Q for quarter ended September 30, 2005, which states as follows:

Item 4. Controls and Procedures.

Controls and Procedures

As noted on the cover of this Form 10-Q, we are not an "accelerated filer".  Due to the definitions, certain areas contained within the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), overlap with the definition of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).

In response to comments raised by the staff of the SEC concerning the lack of disclosure relating to our change from the LIFO method of accounting to the FIFO method for inventory of heat pump products within our Climate Control segment, our management agreed with the SEC to disclose the change and restate our 2004 audited financial statements and prior years in accordance with APB No. 20.  In connection with the restatement, under the direction of our CEO and CFO, and the benefit of hind sight, we re-evaluated our disclosure controls and procedures that were in effect as of December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005 and identified the following material weakness:

  incorrectly assessing the materiality of the change from the LIFO method to the FIFO method of accounting relative to net income resulting in the decision at the time of the change not to disclose and not to restate the prior years' financial statements.

Solely as a result of this material weakness, we have concluded that our disclosure controls and procedures were not effective as of December 31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005.  Our management has discussed our disclosure controls and procedures with our Audit Committee and our independent auditors.  We are in the process of correcting the above described material weakness.

In October 2005, we began to formalize a Disclosure Committee.  The committee was formed, a chairman was appointed and an outline of tasks was adopted that includes the development of a charter and formal policies and procedures.  The committee will report to our CFO and will include the following:

    Senior Vice President - Corporate Controller

    Vice President - General Counsel

    Vice President - Financial Services

    Vice President - Controller - Climate Control Business

    Vice President - Controller - Chemical Business

    Manager - Financial Reporting

    Director - Internal Audit

The committee will involve, when and as needed, the top executives responsible for the Company's two core businesses.  The Disclosure Committee, in addition to maintaining the existing oversight activities, will examine and re-evaluate the Company's policies, procedures and criteria for determining materiality of items relative to operating and net income and the financial statements taken as a whole.

We anticipate that we will have corrected this material weakness by December 31, 2005.  During the quarter ended September 30, 2005, there were no significant changes to our internal controls over financial reporting.  However, subsequent to September 30, 2005, we took certain steps to correct the material weakness as described above."

We are assuming that the Company has responded to all of the staff's comments to the comment letter of September 28, 2005, and that the staff has no further comments in connection therewith.  If this assumption is not correct, please advise us.  We appreciate the courtesies you and the staff have shown us in connection with the staff's comments.

Sincerely,

LSB INDUSTRIES, INC.

Tony M. Shelby

Executive Vice President of Finance

and Chief Financial Officer

CORRESP
1
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OCR Document

November 11, 2005

Mr. Ernest Greene

Division of Corporation Finance

U. S. Securities and Exchange Commission

Washington, D.C. 20549-0510

Re:               	September 28, 2005 Comment Letter

                    	LSB Industries, Inc.

Form 10-K for the fiscal year ended December 31, 2004

                    	Form 10-Q for the period ended March 31, 2005

                    File No. 1-07677

Dear Mr. Greene:

 This letter
responds to your comment letter dated September 28, 2005, as referenced above.
We have repeated your comments and provided our response immediately under the
heading "Company response:" or in a referenced attachment to this
letter.

We have previously provided our
response to comment number five to the Staff via facsimile on October 28, 2005.
We have included our October 28th response in this response letter.
 We understand that the Staff has asked Mr. Ken Marceron, partner with Ernst &
Young, LLP, LSB's independent registered accountants for clarification of
certain comments within that response.  We have modified our response to comment
five to respond to your request for clarification.

We would like to have a conference call with members of LSB
and the Staff to discuss the content of our responses to the Staff's comments
and would appreciate it if we could have the call early next week.  Mr. Ken
Marceron, Ernst & Young LLP will call you Monday, November 14th, to
establish the time of the conference call.

 We appreciate the
Staff's consideration of our request for a conference call to discuss the issues

Sincerely,

Tony M. Shelby

LSB Industries, Inc.

Executive Vice President of Finance

and Chief Financial Officer

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

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.
With the exception of the comments below that specifically request an amendment,
all other revisions may be included in your future filings.

Item 9A - Controls and Procedures, page 44

2.  Please
discuss the facts and circumstances surrounding your restatements in Item 9A of
your amended Form 10-K and Item 4 of your amended Forms 10-Q. Please disclose
how the restatements impacted your CEO and CFO's original conclusions regarding
the effectiveness of your disclosure controls and procedures. Please disclose
the changes you made or intend to make in your disclosure and internal controls
and procedures as a result of these items and when each change is expected to be
implemented. Please ensure that you file updated certifications with the
amendments to your Forms 10-K
 and
 10-Q.

Company response:

We acknowledge the Staff's comment.  However, we respectfully request the
Company be allowed to provide its response to this comment after the conference
call between the Staff, the Company and Ernst and Young.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

  3. In your amended Form 10-K, please ensure that your
  auditors refer to the reclassification in their report and the footnote that
  further discusses them. Otherwise, please tell us how you determined this is
  not appropriate. Please disclose line items as reported and as restated in a
  footnote with the reclassified items shown as reconciling items. You should
  also disclose the line items that each amount was previously included in and
  the line item each is now included in.

  Company response:

   The Company
  has re-evaluated the Consolidated Income Statement format that it has included
  in both its audited and unaudited financial statements in filings before the
  Commission.  Accordingly, we propose to prospectively change the format of our
  Statement of Income to the proforma format included in Attachment A to this
  response.  This suggested format change eliminates the line item "Operating
  income". We believe the proposed format will result in more meaningful
  disclosure to the users of our financial statements. We respectfully request
  that the Staff accept the revised format as a satisfactory response to the
  above request.

Statements of Income, page F-5

  4. We have read your response to comment three from our
  letter dated August 9, 2005. Please tell us what is included in "other" within
  the other expense line item.

  Company response:

   "Other" under the "Other expense" caption in our September 9th
  response is detailed as follows:

Year ended

December 31,

Three Months Ended

March 31,

2004

2003

2002

2005

Penalties and fines

$

254

$

264

$

200

$

80

Litigation settlements

100

75

100

-

Other

179

251

263

83

$

533

$

590

$

563

$

163

"Editorial Note" - In preparing the above table, the Company reviewed an
analysis of all transactions occurring in the appropriate time frame. The
aggregate amount for "Other" under "Other expense" in the above table includes
the effects of numerous unrelated transactions none of which exceeds $100,000.

Statement of Cash Flows, page F-7

  5. We have read your response to comment four from our letter dated August 9, 2005. It is still not clear how you determined that it was appropriate to exclude the $2.1 million gain from operating income. Please address the following.

Please tell us whether you can use the precious metals (catalysts) in your operations. Also tell us how you make the distinction between catalysts used in operations and those acquired in the purchase of the nitric acid plant;

Please tel1 us the terms of the transaction including the purchase price and a brief description of all assets that were acquired. Tell us how you performed your purchase price allocation and why you did not allocate any value to the long-lived assets of the nitric plant. Tell us the specific accounting literature you used to account for the transaction including your allocation of the purchase price;

Tell us the specific line item and amount where the cash outflow for the purchase of the nitric acid plant is recorded in your cash flow statement. Also tell us the specific line item and amount where the cash inflow from the sale of the precious metal is recorded in your cash now statement; and

You indicated that the remaining assets were assigned to a third party in exchange for the obligation for removal of the assets resulting in no gain or loss. Please tell us how you determined that there was no gain or loss in the exchange for the obligation for removal. Please provide support for your conclusion(s) and cite the accounting literature used to determine the appropriate accounting.

Company response:

    Precious metals in our operations are used as a catalyst to facilitate the chemical reaction necessary for the manufacture of nitric acid.  The precious metals acquired were not in usable form or condition to be used at our existing chemical manufacturing facilities.  The majority of the precious metals were imbedded in the equipment and related piping purchased and required an acid wash of the nitric acid manufacturing equipment, which damages the equipment and piping in the process, to enable us to recover the imbedded precious metals.  A third party service performed the actual acid wash.  The residue from the acid wash had to be further processed through a reclamation process (by a different third party provider) to extract the precious metals, from the residue.

    In order to bring the metals to a usable state in the chemical process at an operating plant, a "catalyst gauze" must be manufactured at additional cost to us. The recovered precious metals were not used in the creation of a "catalyst gauze" and instead were sold for cash.  Our primary purpose for entering into the transaction was to sell the salable assets for a gain.

    The assets purchased at the bankruptcy auction included precious metals
    which were primarily imbedded in certain long-lived assets discussed above,
    a small amount of inventory (approx. $16,000 allocated value) and a portion
    of the remaining equipment at a chemical manufacturing facility which was
    shut down. We purchased these certain assets at an auction for approximately
    $1,300,000 cash at closing in December 2003. We also incurred a liability to
    remove the purchased assets as part of the purchase agreement that was
    estimated at $258,000.  Prior to the auction date we entered into an
    arrangement with a customer (third party) that provided $1 million for the
    Company to use in bidding on the assets at the bankruptcy auction. We cannot
    speak to the intentions of our customer, but we assumed their business
    purpose was to increase their potential market penetration in the markets
    formerly served by the products produced at the facility being auctioned,
    and the customer found it expedient to work with us. Our business purpose
    was to monetize the precious metals, salvage the equipment and extend our
    geographic market for fertilizer further into the Southeastern region of the
    U.S. Our principal goal was to liquidate the precious metals in a quick
    fashion for a gain. In addition, we had performed the due diligence on the
    assets and had alerted the customer to the auction. Thus, we worked together
    to achieve both of our goals. Our customer was willing to fund us $1 million
    of the purchase price of the assets at the bankruptcy auction in the form of
    a right of first refusal agreement.  The right of first refusal provided,
    that:

we were to return the customer's  $1 million payment if we failed to complete the purchase of the equipment at the bankruptcy auction by December 31, 2003;

we were required to apply the $1 million payment to our purchase price of the equipment purchased at the bankruptcy court auction;

our customer was allowed to purchase any major equipment among the equipment purchased at the bankruptcy auction on the same terms as was offered to us by third parties (except assets excluded such as precious metals);

the $1 million payment was not to be used by the holder of the right of
first refusal to pay for any assets purchased pursuant to the right of first
refusal:

 and

the right of first refusal expired upon the earlier of the failure of the
holder to exercise, or 24 months. In February 2004, the Company received an
offer from the salvage equipment dealer that was ultimately awarded the contract
to remove the equipment, which the holder of the right of first refusal declined
to match and the right of first refusal expired.

As a result, the $1 million proceeds were considered a reduction in the basis of the assets acquired because it would not be applied against the future sales price.  We never thought the right of first refusal would come into play as our intentions were always to recover the metals and salvage the remaining assets which is what we did.  Due to market conditions, it was in both of our best interest to salvage the assets.  Based on this arrangement, we determined that this $ 1 million received in cash approximately the same date of the auction was effectively a reduction of our purchase price.  We were not willing or able to pay the $1.3 million purchase price on our own as we were not in a secure enough cash position to take this kind of risk; however, we were comfortable with our purchase price of $300,000.  Thus, our cost was determined to be $558,000 which was allocated to the purchased assets.

We did not consider this transaction to be a business combination.  We used the general concepts for accounting for asset acquisitions as described in FAS
141, paragraphs 3 through 8 for allocating the purchase price. Based on our
arrangement with our customer who agreed to contribute $1 million towards the
bid to acquire the assets, we determined that our cost to acquire these assets
was $558,000, which consists of the $300,000 cash that we were not reimbursed
for and the $258,000 estimated contractual liability to remove the assets from
the land. We then allocated our cost of $558,000 to the individual assets
acquired. We did this by estimating the fair market value of the assets as well
as the contractual liability to remove the assets. The estimated fair value of
the assets was in excess of our cost. A portion of the cost of the assets was
then allocated to each individual asset acquired on the basis of its fair value
compared to the estimated total fair value of all assets acquired. Since we sold
the majority of the assets prior to filing our 2003 Form 10-K, we were able to
validate our estimates of fair value. We did not allocate any value to the
purchased long-lived assets of the nitric acid manufacturing facility because we
believed the long-lived assets to have negative value, since some of the
long-lived assets were destroyed to retrieve the metals as mentioned above and
our sale contract with the third party that acquired the assets from us on
February 9, 2004, as discussed below, required us to pay them instead of them
paying us because of the high cost of removing the assets. We initially thought
that certain minor components of the salvaged plant components, including three
boilers and an air emissions scrubber, could be used at our El Dorado Facility.
These assets were moved to El Dorado for further evaluation of their possible
use and to meet our obligation to remove the purchased assets.  Upon further
evaluation, completed before the filing of our Form 10-K for the year ended
December 31, 2003, we determined that the assets did not meet our requirements.

    All of the cash flows resulting from the acquisition and disposition were included within the lines of cash flows from operating activities. The cash outflows and inflows were recorded consistent with the balance sheet presentation.  Since the assets acquired were recorded as "Supplies, prepaid items and other" on our 2003 consolidated balance sheet, the change in this balance between periods was shown on the "Supplies, prepaid items and other" line item in the cash flow statement.  Similarly, the liability recorded to remove the assets was recorded in "Accrued liabilities-Other" on our 2003 consolidated balance sheet and the change in that balance between periods was recorded in the "Accrued and other non-current liabilities" line item in the cash flow statement.

    As it relates to the sale of the precious metals, the total proceeds were approximately $2.6 million in 2004.  Since all of the assets were sold and the obligation to remove the assets was satisfied in 2004, the "Supplies, prepaid items and other" and the "Accrued liabilities -Other" balances were reduced on the balance sheet and these decreases were recorded on our 2004 consolidated statement of cash flow on those line items. The gain from the sale of the precious metals was an increase in cash and a component of net income on the 2004 consolidated cash flow statement.

    Included
    in the purchase agreement, we were required to remove the assets from the
    physical plant site. We did incur some costs to remove assets from the plant
    site; however, in February 2004, we entered into a sales agreement with a
    different unrelated third party to sell the remaining assets as well as
    transfer the obligation to remove the assets to this third party.  In
    accordance with this sales agreement we agreed to pay the third party
    $223,000 to sell the assets to them.  As part of the agreement to remove the
    equipment with the third party, the third party agreed to pay us 50% of the
    sales price of certain equipment they removed, if and when they sold any of
    this equipment. Since this sales agreement extinguished our obligation to
    remove the assets and the payment required approximated the removal accrual
    on our books, there was no gain or loss on the transaction nor was there a
    need to revise the

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
VIA FACSIMILE AND U.S. MAIL

September 28, 2005

Tony M. Shelby
Executive Vice President of Finance and Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107

	RE:	Form 10-K for the fiscal year ended December 31, 2004
      Forms 10-Q for the periods ended March 31 and June 30, 2005
      File No. 1-07677

Dear Mr. Shelby:

      We have reviewed your letter dated September 9, 2005 and
have
the following comments.  Where indicated, we think you should
revise
your disclosures 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.  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 on any
other
aspect of our review.  Feel free to call us at the phone numbers
listed below.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

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.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Item 9A - Controls and Procedures, page 44

2. Please discuss the facts and circumstances surrounding your
restatements in Item 9A of your amended Form 10-K and Item 4 of
your
amended Forms 10-Q.  Please disclose how the restatements impacted
your CEO and CFO`s original conclusions regarding the
effectiveness
of your disclosure controls and procedures.  Please disclose the
changes you made or intend to make in your disclosure and internal
controls and procedures as a result of these items and when each
change is expected to be implemented.  Please ensure that you file
updated certifications with the amendments to your Forms 10-K and
10-
Q.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

3. In your amended Form 10-K, please ensure that your auditors
refer
to the reclassification in their report and the footnote that
further
discusses them.  Otherwise, please tell us how you determined this
is
not appropriate.  Please disclose line items as reported and as
restated in a footnote with the reclassified items shown as
reconciling items.  You should also disclose the line items that
each
amount was previously included in and the line item each is now
included in.

Statements of Income, page F-5

4. We have read your response to comment three from our letter
dated
August 9, 2005.  Please tell us what is included in "other" within
the other expense line item.

Statement of Cash Flows, page F-7

5. We have read your response to comment four from our letter
dated
August 9, 2005.  It is still not clear how you determined that it
was
appropriate to exclude the $2.1 million gain from operating
income.
Please address the following:
* Please tell us whether you can use the precious metals
(catalysts)
in your operations.  Also tell us how you make the distinction
between catalysts used in operations and those acquired in the
purchase of the nitric acid plant;
* Please tell us the terms of the transaction including the
purchase
price and a brief description of all assets that were acquired.
Tell
us how you performed your purchase price allocation and why you
did
not allocate any value to the long-lived assets of the nitric
plant.
Tell us the specific accounting literature you used to account for
the transaction including your allocation of the purchase price;
* Tell us the specific line item and amount where the cash outflow
for the purchase of the nitric acid plant is recorded in your cash
flow statement.  Also tell us the specific line item and amount
where
the cash inflow from the sale of the precious metal is recorded in
your cash flow statement; and
* You indicated that the remaining assets were assigned to a third
party in exchange for the obligation for removal of the assets
resulting in no gain or loss.  Please tell us how you determined
that
there was no gain or loss in the exchange for the obligation for
removal. Please provide support for your conclusion(s) and cite
the
accounting literature used to determine the appropriate
accounting.
6. We have read your response to comment five from our letter
dated
August 9, 2005.  Please amend your Form 10-K to provide revised
financial statements, which include the gain of $340,000 in
operating
income as required by paragraph 45 of SFAS 144.

7. We have read your response to comment six from our letter dated
August 9, 2005.  Please present the gross changes of your
revolving
debt facilities and draft payable on your statements of cash
flows.

8. We have read your response to comment seven from our letter
dated
August 9, 2005.  Please amend your Form 10-K to provide revised
financial statements, which include the impairment of $737,000 in
operating income as required by paragraph 25 of SFAS 144.

Note 2 - Summary of Significant Accounting Policies, page F-9

Inventories, page F-10

9. We have read your response to comment 10 from our letter dated
August 9, 2005.  Please amend your Form 10-K to provide revised
financial statements and disclosures that comply with APB 20,
including paragraphs 27 and 28 of APB 20.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2005

General

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

Statements of operations, page 4

11. We have read your response to comment 14 from our letter dated
August 9, 2005.  Please amend your Form 10-Q to provide revised
financial statements, which include the gain of $0.4 million in
operating income as required by paragraph 45 of SFAS 144.

Note 6 - Contingencies, page 19

Threaten Litigation, page 20

12. Please provide the disclosures required by paragraphs 9 and 10
of
SFAS 5 regarding the Trade Mechanical Contractors, Inc et al. v.
Trison Construction, Inc and Multistack LLC v. ClimaCool Corp, et
al
matters.

Item 4 - Controls and Procedures, page 48.

13. Please amend your Forms 10-Q for the period ended March 31 and
June 30, 2005 to state in clear and unqualified language the
conclusions reached by your chief executive officer and chief
financial officer on the effectiveness of your disclosure controls
and procedures as of the end of the period covered.  You should
not
state that your disclosure controls and procedures are effective
subject to certain conditions.  See Question 5 of our Frequently
Asked Questions on Management`s Report on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports dated October 6, 2004.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Nudrat Salik, Staff Accountant at (202)
551-
3692, if you have questions regarding comments on the financial
statements and related matters.

						Sincerely,

					Rufus Decker
      	Accounting Branch Chief

??

??

??

??

Mr. Tony M. Shelby
September 28, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

September 9, 2005

Mr. Ernest Greene

Division of Corporation Finance

U. S. Securities and Exchange Commission

Washington, D.C. 20549-0510

Re:	August 9, 2005 Comment Letter

LSB Industries, Inc.

Form 10-K for the fiscal year ended December 31, 2004

Form 10-Q for the period ended March 31, 2005

File No. 1-07677

Dear Mr. Greene:

This letter responds to your comment letter dated August 9, 2005, as referenced above.  We have repeated your comments and provided our response immediately under the heading "Company response:" or in a referenced attachment to this letter.

We appreciate your consideration of our extension requests.

Sincerely,

Tony M. Shelby

LSB Industries, Inc.

Executive Vice President of Finance

and Chief Financial Officer

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

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. With the exception of the comments below that specifically request an amendment, all other revisions may be included in your future filings.

Company response:

The following responses have been prepared in accordance with this comment.

Item 9A - Controls and Procedures, page 44

2.	We have read your response to comment three from our letter dated May 25, 2005. Please amend your Form 10-K for the year ended December 31, 2004 to state in clear and unqualified language the conclusions reached by your chief executive officer and chief financial officer on the effectiveness of your disclosure controls and procedures as of December 31, 2004. You should not state that your disclosure controls and procedures are effective subject to certain conditions. See Question 5 of our Frequently Asked Questions on Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports dated October 6, 2004.

Company response:

We intend to change our report on disclosure controls and procedures as follows:

We believe that our disclosure controls and procedures (as defined in Rule 13A-15(e) of the Securities Exchange Act of 1934, as amended ["Exchange Act"]) are designed to ensure that information required to be disclosed in the periodic reports filed by us with the Securities and Exchange Commission (the "SEC") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management.  Based on management's most recent evaluation, in which our Chief Executive Officer and Chief Financial Officer participated, completed as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer believe that our disclosure controls and procedures are effective.

During our fourth fiscal quarter of 2004, there were no significant changes in our internal controls over financial reporting (as defined in Rule 13A-15(f) of the Exchange Act) that affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

As noted on the cover of this Form 10-K, we are not an "accelerated filer". As a
result, we are not required to, and do not provide in this Form 10-K, a report
of our management as to our internal controls over financial reporting. Due to
the definitions, certain areas contained within the disclosure controls and
procedures overlap with the definition of internal control over financial
reporting. We are in the process of documenting and testing our internal
controls over financial reporting to provide the basis for our report covering
our internal controls over financial reporting when we are required to issue the
report in a subsequent Form 10-K. In the course of this process, management has
identified certain areas requiring improvement, which we are addressing.
Management routinely reviews potential internal control over financial reporting
issues with our Audit Committee.

Financial Statements

Statements of Income. page F-5

  3.  We have read your response to comment seven from our letter dated May 25, 2005. You have agreed to disclose the components and related amounts included in other income (expense) in a note to the financial statements in future filings. Please show us what this disclosure will look like for the fiscal years ended December 31, 2004, December 31, 2003 and December 31, 2002 and for the three months ended March 31, 2005.

Company response:

  Please see below

Note: Other Income (Expense): Other income and other expense consist of the following:

Year ended December 31

Three Months Ended

2004

2003

2002

March 31, 2005

    (In thousands)

Other Income

  Gains on sale of certain current assets,

   primarily precious metals

$

2,334

$

502

$

266

$

220

  Gains on the sale of property and

  equipment, net

340

-

47

422

  Insurance recoveries in excess of losses

  incurred

-

-

1,524

-

  Proceeds from certain key individual life

  insurance policies in excess of benefit

  obligations

-

-

-

1,138

  Benefit from the termination of firm

  purchase commitments

-

-

290

-

  Equity in earnings in affiliate

668

19

40

182

  Rental income

128

228

244

59

  Other

465

1,066

1,475

85

     Total Other Income

$

3,935

$

1,815

$

3,886

$

2,106

Other Expense

  Impairments of long-lived assets

$

(737

)

$

(500

)

$

-

$

(75)

  Other

(533

)

(590

)

(563

)

(163

)

     Total Other Expense

$

(1,270

)

$

(1,090

)

$

(563

)

$

(238

)

  "Editorial Note" -In preparing the above table, the Company reviewed
  an analysis of all transactions occurring in the appropriate time frame.
  The aggregate amount for "Other" under "Other income" in the above table includes the effects of numerous unrelated transactions
  none of which exceeds $240,000. Note, the above does not reflect changes that may result for implementation of comments in the May 25, August 9, or subsequent comment letters.

Statement of Cash Flows. page F-7

  4.  We have read your response to comment 10 from our letter dated May 25, 2005. It remains unclear how you determined it was appropriate to exclude the $2.1 million gain from operating income. Please tell us how you accounted for the purchase of the chemical plant and related assets, which include the precious metals. Please tell us the business purpose for the purchase of the chemical plant and precious metals as well as whether these metals were intended to be used in your operations. Also, please tell us whether the cash flows related to the sale of the assets of the chemical plant are reflected as cash flows from operating, investing, or financing activities; explain how your presentation complies with SFAS 95.

Company response:

In December 2003, the Company was the successful bidder at an auction of certain assets of an idle chemical plant. Included in the assets acquired were a nitric acid plant, equipment, catalysts (precious metals) and inventory. The purchase did not include the underlying land and thus no remediation costs are associated with the assets acquired.  These assets were acquired for the sole reason that the Company believed that they could sell the salable assets for a gain and salvage the remainder.  The Company allocated the entire purchase price to the current assets acquired with no basis in the long-lived assets of the nitric acid plant.  In January 2004, the Company performed an acid wash of the plant to recover any precious metals that existed in the piping at the plant, the sale of which resulted in a gain of $1.9 million of the $2.1 million gain. Some of the assets of the plant were destroyed through the process of recovering the precious metals.  The remaining assets were assigned to a third party in exchange for the obligation
for removal of the assets resulting in no gain or loss.  The Company never intended to operate the plant nor did they ever operate the plant.

The Company's decision to exclude the gain from Operating Income was due to the following reasons:

    The acquisition of the assets was not entered into in the normal course of operations.

    The assets were not intended to be nor were they placed in operation at the Company.

    This type of transaction is not part of the Company's core business.

    The allocation of the purchase price was made to the inventory and precious metals acquired which were not considered to be long-lived assets so the provisions of paragraph 45 of SFAS 144 did not apply.

    The remaining assets of the nitric acid plant after the recovery process were scrapped to a third party in exchange for the obligation removal of the assets.

Because of these reasons, the Company felt that including the gain in Operating Income added a sense of permanence to the transaction that could possibly be misleading to the reader of the Company's financial statements.

The gain, by virtue of the fact that it was a component of net income, was included in cash flows from operations in the Statement of Cash Flows.  We believe this classification complies with SFAS 95, primarily due to our belief that the transaction is neither an investing or financing transaction therefore, it is reportable as operating cash flow.  Paragraph 21 of SFAS 95 states:

"Operating activities include all transactions and other events that are not
defined as investing or financing activities in paragraphs 15-20......... Cash flows
from operating activities are generally the cash effects of transactions and
other events that enter into the determination of net income."

Paragraph 15 of SFAS 95 defines investing activities as

"acquiring.........property, plant and equipment and other productive assets...assets held for or used in the production of goods or services by the enterprise...."

The Company does not believe the transaction was an investing transaction because the assets acquired were not intended to be held for or used in a production process.

The Company does not believe the transaction was a financing transaction.

5.   Please amend your Form 10-K to provide revised financial statements, which include the gain of $340,000 in operating income as required by paragraph 45 of SFAS 144.

Company response:

We respectfully request that the Company be
allowed to revise our reporting on a prospective basis. We are prepared to make
the requested change in an amended Form 10K, if the Staff declines this request.
However, we continue to believe the amount not to be material. In our response
to comment 10, we discuss our approach to the determination of materiality as it
applies to the Company's consolidated financial statements. Additionally, the
Staff has requested in comment 7 that we amend our 2004 Form 10K to reclassify
$737,000 in provisions for impairment as a reduction of operating income. If we reclassify the
$340,000 gain along with  the $737,000 provision for impairment, the net
reclassification to operating income would be $397,000, we continue to believe
these amounts are not material for the reasons stated in our response to comment
10 and also due to net income being unchanged as a result of the requested
revision.

6.  We have read your response to comment 11 from our letter dated May 25, 2005. We remind you that paragraph 13 states that items that qualify for net reporting because their turnover is quick, their amounts are large, and their maturities are short, are cash receipts and payments pertaining to (a) investments (other than cash equivalents), (b) loans receivable, and (c) debt, providing that the original maturity of the asset or liability is three months or less. Please tell us the original maturity date of your revolving debt facilities and drafts payable. If the original maturities of your revolving debt facilities and drafts payable exceed three months, please present the gross changes on your statements of cash flows.

Company response:

The Company will comply prospectively, if necessary, however, the Company respectfully requests that the Staff reconsider its position with regard to asset-based revolving credit facilities. SFAS
95 discusses those situations where reporting of the net change is acceptable because knowledge of the gross cash receipts and payments (for the debtor under an asset-based revolving credit facility, payments and borrowings) may not be necessary to understand the enterprise's ..........financing activities. SFAS 95 discussions are aimed at financial institutions, however, such discussions do not rule out the application of the theory to other situations.  Under our revolving credit agreement, which we believe to be representative of asset-based lending agreements, we assign all receivables to the lender as collateral for the line of credit. To the extent collections match requirements the net effect on the balance sheet is $0, but, under the Staff's directive, the effect on the Statement of Cash Flows will be to disclose hundreds of millions of dollars of increases and decreases in revolving credit balances.  We continue to believe that the most informative information for the investor or the user of the Company's financials statements is the net change in the outstanding debt, not the total collections on accounts receivables and borrowings to replace those collections in the Company's treasury.

7.  We have read your response to comment 12 from our letter dated May 25, 2005. Given the $737,000 reflects approximately 21 % of your operating income for the year ended December 31, 2004, it is not clear how you determined this amount is not material. Please amend your Form 10-K to provide revised financial statements, which include the impairment of $737,000 in operating income as required by paragraph 25 of SFAS 144.

Company response:

We respectfully request that the Company be allowed to revise our reporting on a prospective basis.  We are prepared to
make the requested change in an amended Form 10K, if the Staff declines this request.  However, we continue to believe the amount not to be material as discussed in our response to comment 5
and also due to net income being unchanged as a result of the requested revision.

Note 2 - Summary of Significant Accounting Policies. page F-9

8.  We have read your response to comment 13 from our letter dated May 25, 2005. Please disclose the types of expenses that you include in the cost of sales line item and the types of expenses that you include in the selling, general and administrative expenses line item as you have mentioned in your response.

Company response:

The Company will disclose the following in our
prospective filings:

Cost of sales includes materials, labor and overhead costs to manufacture the products sold plus inbound freight, purchasing and receiving costs, inspection costs, internal transfer costs and warehousing costs excluding certain handling costs directly related to loading product being shipped to customers in our Chemical Business.

Selling, general and administrative costs include costs associated with the sales, marketing and administrative functions. Such costs include personnel costs, including benefits, advertising costs, commissions expenses, office and occupancy costs associated with the sales, marketing and administrative functions. Selling, general and administrative costs also include outbound freight in our Climate Control Business and certain handling costs directly related to product being shipped to customers in our Chemical Business.  These handling costs primarily consist of personnel costs for loading product into transportation equipment, rent and maintenance costs related to the transportation equipment, and certain indirect costs.

9. We note your response to prior comment 14. In your notes to the financial statements, please provide the disclosures r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
VIA FACSIMILE AND U.S. MAIL

August 9, 2005

Tony M. Shelby
Executive Vice President of Finance and Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107

	RE:	Form 10-K for the fiscal year ended December 31, 2004
      Form 10-Q for the period ended March 31, 2005
      File No. 1-07677

Dear Mr. Shelby:

      We have reviewed your letter dated June 30, 2005 and have
the
following comments.  Where indicated, we think you should revise
your
disclosures 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.  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 on any other aspect
of
our review.  Feel free to call us at the phone numbers listed
below.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

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.  With the exception of the
comments
below that specifically request an amendment, all other revisions
may
be included in your future filings.

Item 9A - Controls and Procedures, page 44

2. We have read your response to comment three from our letter
dated
May 25, 2005.  Please amend your Form 10-K for the year ended
December
31, 2004 to state in clear and unqualified language the
conclusions
reached by your chief executive officer and chief financial
officer on
the effectiveness of your disclosure controls and procedures as of
December 31, 2004.  You should not state that your disclosure
controls
and procedures are effective subject to certain conditions. See
Question 5 of our Frequently Asked Questions on Management`s
Report on
Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports dated October 6, 2004.

Financial Statements

Statements of Income, page F-5

3. We have read your response to comment seven from our letter
dated
May 25, 2005.  You have agreed to disclose the components and
related
amounts included in other income (expense) in a note to the
financial
statements in future filings.  Please show us what this disclosure
will look like for the fiscal years ended December 31, 2004,
December
31, 2003 and December 31, 2002 and for the three months ended
March
31, 2005.

Statement of Cash Flows, page F-7

4. We have read your response to comment 10 from our letter dated
May
25, 2005.  It remains unclear how you determined it was
appropriate to
exclude the $2.1 million gain from operating income.  Please tell
us
how you accounted for the purchase of the chemical plant and
related
assets, which include the precious metals.   Please tell us the
business purpose for the purchase of the chemical plant and
precious
metals as well as whether these metals were intended to be used in
your operations.  Also, please tell us whether the cash flows
related
to the sale of the assets of the chemical plant are reflected as
cash
flows from operating, investing, or financing activities; explain
how
your presentation complies with SFAS 95.

5. Please amend your Form 10-K to provide revised financial
statements, which include the gain of $340,000 in operating income
as
required by paragraph 45 of SFAS 144.

6. We have read your response to comment 11 from our letter dated
May
25, 2005.  We remind you that paragraph 13 states that items that
qualify for net reporting because their turnover is quick, their
amounts are large, and their maturities are short are cash
receipts
and payments pertaining to (a) investments (other than cash
equivalents), (b) loans receivable, and (c) debt, providing that
the
original maturity of the asset or liability is three months or
less.
Please tell us the original maturity date of your revolving debt
facilities and drafts payable.  If the original maturities of your
revolving debt facilities and drafts payable exceed three months,
please present the gross changes on your statements of cash flows.

7. We have read your response to comment 12 from our letter dated
May
25, 2005.  Given the $737,000 reflects approximately 21% of your
operating income for the year ended December 31, 2004, it is not
clear
how your determined this amount is not material.  Please amend
your
Form 10-K to provide revised financial statements, which include
the
impairment of $737,000 in operating income as required by
paragraph 25
of SFAS 144.

Note 2 - Summary of Significant Accounting Policies, page F-9

8. We have read your response to comment 13 from our letter dated
May
25, 2005.  Please disclose the types of expenses that you include
in
the cost of sales line item and the types of expenses that you
include
in the selling, general and administrative expenses line item as
you
have mentioned in your response.

9. We note your response to prior comment 14.  In your notes to
the
financial statements, please provide the disclosures required by
paragraph 22 of SFAS 143 including, if true, the fact that a
liability
has not been recognized because the fair value cannot be
reasonably
estimated and the reasons why fair value cannot be reasonably be
estimated.  Please also refer to FIN 47.

Inventories, page F-10

10. We have read your response to comment 15 from our letter dated
May
25, 2005.  It is not clear how you determined the effect of the
change
from LIFO to FIFO was not material.  Please address the following:
   * Tell us the impact of the change from LIFO to FIFO for each
of
the three
   	years ended December 31, 2004;
   * Given that the entity for which this inventory relates to was
acquired in
1985, help us understand what facts and circumstances led you to
change the method during the year ended December 31, 2004 instead
of
in an earlier period;
   * It does not appear that any disclosures were provided
regarding
the change
from LIFO to FIFO.  As previously requested, tell us how you are
in
compliance with the requirements of APB 20; and
   * Tell us why you did not include as an exhibit to your Form
10-K a
letter
from your auditors regarding the change from LIFO to FIFO.  Refer
to
Item 601(b)(18) of Regulation S-K.

Note 6 - Long-term Debt, page F-20

11. We have read your response to comment 20 from our letter dated
May
25, 2005.  Please tell us the specific terms of the settlement,
including the concessions that were granted by the debt holders.
Please provide us with a detailed explanation as to how you
determined
it was appropriate to account for this transaction as a troubled
debt
restructuring with reference to paragraphs 5 and 7 of SFAS 15 and
EITF
02-04.  In your explanation, please demonstrate how you were
experiencing financial difficulty which led to the concessions
being
granted.

Note 13 - Deferred Compensation and Employee Benefit Plans, page
F-48

12. We have read your response to comment 22 from our letter dated
May
25, 2005.  Please disclose the amounts of loans that are netted
against the cash surrender values of these life insurance
policies.

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005

Comment applicable to your overall filing

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

Statements of operations, page 4

14. We have read your response to comment 25 from our letter dated
May
25, 2005.  Please amend your Form 10-Q to provide revised
financial
statements, which include the gain of $0.4 million in operating
income
as required by paragraph 45 of SFAS 144.

15. We have read your response to comment 26 from our letter dated
May
25, 2005.  It is unclear how the life insurance proceeds are
reflected
on your statement of cash flows.  Please tell us where the life
insurance proceeds in excess of the cash surrender value are
recorded
in the statement of cash flows for the three months ended March
31,
2005.  Please also tell us where the proceeds up to the cash
surrender
value are recorded in the statement of cash flows.  Also, explain
how
you determined this presentation is appropriate.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Nudrat Salik, Staff Accountant at (202)
551-
3692, if you have questions regarding comments on the financial
statements and related matters.

						Sincerely,

					Rufus Decker
      	Accounting Branch Chief

??

??

??

??

Mr. Tony M. Shelby
August 9, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

OCR Document

June 30, 2005

Mr. Ernest Greene

Division of Corporation Finance

U. S. Securities and Exchange Commission

Washington, D.C. 20549-0510

Re:	May 25, 2005 Comment Letter

    	LSB Industries, Inc.

    	Form 10-K for the fiscal year ended December 31, 2004

    	Form 10-Q for the period ended March 31, 2005

    File No. 1-07677

Dear Mr. Greene:

This letter responds to your comment letter dated May 25, 2005, as referenced above.  We have repeated your

comments and provided our response immediately under the heading "Company response:" or in a referenced

attachment to this letter.  Where appropriate, we have provided a supplemental response showing what the

revisions will look like in future filings.  To assist you in your review of our response, we have italicized

our responses where they represent changes to previously filed disclosures.

We appreciate the courtesies you have shown us as we developed our responses, and await the results of your

review of the contents of this letter and the attachments hereto.

We respectfully acknowledge the following:

  The Company is responsible for the adequacy and accuracy of the disclosure in our 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.

Sincerely,

Tony M. Shelby

LSB Industries, Inc.

Executive Vice President of Finance

and Chief Financial Officer

-1-

            FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

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. With the exception of the comments below

that specifically request an amendment, all other revisions may be included in your future filings.

Company response:

The following responses have been prepared in accordance with this comment.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 34

2.  Please discuss the business reasons for the changes between periods in the gross profit and operating

income (loss) of each of your segments discussed in Note 18 of your financial statements, along with

the amounts shown in the general corporate expenses and other business operations, net line item. In doing so,

please disclose the amount of each significant change in line items between periods and the business reasons

for it. In circumstances where there is more than one business reason for the change, attempt to quantify

the incremental impact of each individual business reason discussed on the overall change in the line item.

Please show us what your revised MD&A for 2004 as compared to 2003 will look like. See Item 303(a)(3) of

Regulation S-K and Financial Reporting Codification 501.04 and 501.06.

Company response:

The Company proposes to reformat our results of operations discussions contained in our MD&A in future filings

to a business segment format with appropriate quantified business reasons.

Please see attachment A for revised format. Additional information added as a result of the reformatting is in italics.

-2-

Item 9 A - Controls and Procedures, page 44

3.  Your chief executive officer and your chief financial officer have concluded that your disclosure controls

and procedures do not contain material weaknesses. We remind you that Item 307 of Regulation S-K requires you

to disclose your conclusions regarding the effectiveness of your disclosure controls and procedures as of the

end of the period covered by the report. Please file an amendment to your Form 10-K to disclose your

conclusions regarding the effectiveness of your disclosure controls and procedures as of December 31, 2004.

Company response:

Please see attachment B for the amended Item 9A to be included in the Company's amendment to our Form 10K for

the year ended December 31, 2004, which we intend to file upon the staff's completion of their review of our

responses.

4.  Disclosure controls and procedures are now defined in Exchange Act Rules 13a-15(e) and 15d-15(e). See SEC

Release 33-8238, which became effective August 14,2003. Please refer to the appropriate locations for the

definitions.

	Company response:

Please see attachment B for the amended Item 9A to be included in the Company's amendment to our Form 10K for

the year ended December 31, 2004, which we intend to file upon the staff's completion of their review of our

responses.

5.  Please disclose any changes in your internal controls over financial reporting during the quarter ended

December 31, 2004 that materially affected, or are reasonably likely to materially affect your internal

controls over financial reporting. Refer to Item 308(c) of Regulation S-K.

Company response:

Please see attachment B for the amended Item 9A to be included in the Company's amendment to our Form 10K for

the year ended December 31, 2004, which we intend to file upon the staff's completion of their review of our

responses.

-3-

Financial Statements

Balance Sheets, page F-3

6.  Please present your goodwill and your intangible assets as separate line items on your balance sheet. See

paragraphs 42 and 43 of SFAS 142.

	Company response:

The Company proposes to expand our balance sheet to include goodwill, our only intangible asset, as a separate

line item in future filings.

Statements of Income, page F-5

7.  Please separately present on your income statements or disclose in a note to the financial statements the

components and related amounts included in the other income (expense), net line item for each period your

statement of operations is presented. See Rules 5-03(7) and (9) of Regulation S-X.

	Company response:

The Company believes that all significant transactions reported in other income (expense) on the Consolidated

Statement of Income have been disclosed in footnotes 2, 6, 12 and the Quarterly Financial Data. However, such

disclosures are not consolidated in one footnote. For future filings, the Company proposes to provide

appropriate disclosure of components of other income (expense) in a footnote.

Statements of Shareholders' Equity, page F-6

8.  Please disclose the accumulated balances for each classification of accumulated other comprehensive income

(loss) on the face of the balance sheet or in a footnote to the financial statements as required by paragraph

26 of SFAS 130.

	Company response:

See response to Comment number 9.

-4-

9.  Please disclose for all periods presented the amounts of the reclassification adjustments and the income

tax provision for each classification of other comprehensive income. See paragraphs 20 and 25 of SFAS 130.

	Company response:

The accumulated other comprehensive loss included in the Company's consolidated balance sheet is related to

only one item and there are no reclassification or income tax adjustments associated with this one item. The

Company proposes to expand our disclosure in future filings as follows:

Derivatives, Hedges and Financial Instruments

We account for derivatives in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging

Activities." SFAS No.133 requires the recognition of derivatives in the balance sheet and the measurement of

these instruments at fair value.  Changes in fair value of derivatives are recorded in results of operations

unless the normal purchase or sale exceptions apply or hedge accounting is elected.

In 1997, we entered into an interest rate forward agreement to effectively fix the interest rate of a

long-term lease commitment (not for trading purposes). In 1999, we executed a long-term lease agreement and

terminated the forward agreement at a net cost of $2.8 million.  We historically accounted for this cash flow

hedge under the deferral method (as an adjustment of the initial term lease rentals). Upon adoption of SFAS

No. 133 in 2001, the remaining deferred cost amount was reclassified from other assets to accumulated other

comprehensive loss and is being amortized to operations over the term of the lease arrangement. At December 31,

2004 and 2003, accumulated other comprehensive loss consisted of the remaining deferred cost of $1,280,000 and

$1,570,000, respectively.  The amount amortized to operations was $290,000, $289,000 and $290,000 for 2004,

2003 and 2002, respectively. There were no income tax benefits related to these expenses.  Also see Note 8 -

Income Taxes.

-5-

Statement of Cash Flows, page F -7

10. You indicated on page 36 of your MD&A that other income for 2004 includes a gain of $2.1 million from the

sale of non-operating assets by a non- ThermaClime subsidiary. Please clarify where this gain of $2.1 million

is located on your statement of cash flows for the year ended December 31, 2004. In your statement of cash

flows, you also indicate that you had gains of $340,000 on sales of property and equipment. Given the guidance

of paragraph 45 of SFAS 144, please tell us how you determined your income statement classification of the

$2.1 million and $340,000 gains is appropriate.

	Company response:

Non-operating assets in our discussion were assets of an idled chemical plant, primarily residue precious

metals used in chemical processes, which the Company acquired in late 2003 through a bidding process for a

nominal purchase price.  The purchase price was included as a current asset in supplies, prepaids and other

in the December 31, 2003 consolidated balance sheet.  During 2004, the Company was able to recover and sell

those assets for approximately $2.1 million in excess of costs incurred and liabilities assumed.  The $2.1

million gain is included in the Consolidated Statement of Cash Flows as a component of the $1.9 million net

income. Because the assets sold were not long-lived assets, the Company does not believe the assets sold meet

the criteria provided in paragraph 45 of SFAS 144, and therefore the Company believes that classification as

reported is appropriate.

The Company acknowledges that the $340,000 gain on sales of property and equipment should have been included

as a component of operating income in the Consolidated Statement of Income. However, the $340,000 gain was an

aggregate of several transactions, none of which were material to an evaluation of the financial statements.

The Company does not believe the amount was material enough to warrant adding a separate line to the

Consolidated Statement of Income.

11. Please explain to us how your netting of cash flows related to drafts payable and revolving debt facilities

meets the requirements of paragraph 13 of SFAS 95. Otherwise, please present the gross changes in drafts

payable and revolving debt facilities.

	Company response:

The Company believes that reporting the balance in drafts payable as a net change is appropriate for the

following reason:

The Company issues drafts for certain inventory purchases from select foreign vendors in the non-ThermaClime

"other business operations". The aggregate annual usage of these drafts is immaterial. The terms of the drafts

range from payable at sight, to payment within 120 days of presentation of documents.  We do not interpret the

phrase "three months" in paragraph 13 of SFAS 95 to be "absolute", and the amount of drafts payable with

terms in excess of three months is immaterial.

-6-

The Company believes that it is proper to report the change in revolving debt borrowings in the Consolidated

Statements of Cash Flows on a net basis and that such reporting is consistent with the intent of paragraph

13 of SFAS 95 due to the following:

Collateral for borrowing under the revolving debt facilities is accounts receivable and inventory-assets that

turn quickly.  The increase or decrease in the debt outstanding (i.e., the "net change") under revolving debt

facilities more succinctly presents the results of the Company's operations and its cash flows. Reporting the

net change in revolving debt is more informative to the reader of financial statements than the gross numbers

which represent annual collections from customers and annual borrowings to replace those collections in the

Company's treasury.

12. Please disclose the facts and circumstances leading to the impairment of $737,000 in accordance with

paragraph 26 of SFAS 144. Given the guidance of paragraph 25 of SFAS 144, please tell us how you determined

it was appropriate to not include the impairment expense in operating income.

	Company response:

Proposed changes are presented in italics for purposes of highlighting our response.

The Company proposes to modify its disclosures in footnote #2 "Summary of Significant Accounting Policies in

future filings as follows:

Impairment of Long-Lived Assets

Long-Lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the

carrying amounts may not be recoverable. Recoverability of assets to be held and
used is measured by a

comparison of the carrying amounts of the assets to future net cash flows
expected to be generated by the

assets. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount

by which the carrying amounts of the assets exceed the fair values of the
assets. Assets to be disposed are

reported at the lower of the carrying amounts of the assets or fair values less
costs to sell.

We made estimates of the fair values of certain spare parts and idle assets in our Chemical Business and

certain non-core equipment included in our Corporate assets in order to determine recoverability of our

carrying amounts based on the estimated residual value of the assets. During 2004 and 2003, based on these

estimates and assumptions, we recognized impairments of $375,000 and $300,000, respectively, relating to

Corporate assets and $362,000 and $200,000, respectively, relating to the Chemical Business assets which are

included in other expense in the accompanying consolidated statements of income.

Although the Company disclosed in footnote # 2 that impairment expense is included in other expense, the

Company acknowledges that the impairment expense should have been included as a component of operating income

in the Consolidated Statement of

-7-

Income.  The Company does not believe the amount is material enough to warrant adding a separate line to the

Consolidated Statement of Income.

Note 2 - Summary of Significant Accounting Policies, page F-9

13. Please disclose the types of expenses that you include in the cost of sales line item and the types of

expenses that you include in the selling, general and administrative expenses line item. Please tell us whether

you include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs,

internal transfer costs, and the other costs of your distribution network in the cost of sales line item. With

the exception of warehousing costs, if you currently exclude a portion of these costs from cost of sales, please disclose:

  in a footnote the line items that these excluded costs are included in and the amounts included in each

  line item for each period presented, and

  in MD&A that your gross margins may not be comparable to those of other entities, since some entities

  include all of the costs related to their distribution network in cost of sales and others like you

  exclude a portion  of them from gross profit, including them instead in a line item, such as selling,

  general and administrative expenses.

	Company response:

Cost of sales includes materials, labor and overhead costs to manufacture the produ

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
VIA FACSIMILE AND U.S. MAIL

                                                     May 25, 2005

Tony M. Shelby
Executive Vice President of Finance and Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107

	RE:	Form 10-K for the fiscal year ended December 31, 2004
      Form 10-Q for the period ended March 31, 2005
      File No. 1-07677

Dear Mr. Shelby:

		We have reviewed these filings and 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.  Please 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 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 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 FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

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.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 34

2. Please discuss the business reasons for the changes between
periods in the gross profit and operating income (loss) of each of
your segments discussed in Note 18 of your financial statements,
along with the amounts shown in the general corporate expenses and
other business operations, net line item.  In doing so, please
disclose the amount of each significant change in line items
between
periods and the business reasons for it.  In circumstances where
there is more than one business reason for the change, attempt to
quantify the incremental impact of each individual business reason
discussed on the overall change in the line item.  Please show us
what your revised MD&A for 2004 as compared to 2003 will look
like.
See Item 303(a)(3) of Regulation S-K and Financial Reporting
Codification 501.04 and 501.06.

Item 9A - Controls and Procedures, page 44

3. Your chief executive officer and your chief financial officer
have
concluded that your disclosure controls and procedures do not
contain
material weaknesses.  We remind you that Item 307 of Regulation S-
K
requires you to disclose your conclusions regarding the
effectiveness
of your disclosure controls and procedures as of the end of the
period covered by the report.  Please file an amendment to your
Form
10-K to disclose your conclusions regarding the effectiveness of
your
disclosure controls and procedures as of December 31, 2004.

4. Disclosure controls and procedures are now defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e).  See SEC Release 33-8238, which
became
effective August 14, 2003.  Please refer to the appropriate
locations
for the definitions.

5. Please disclose any changes in your internal controls over
financial reporting during the quarter ended December 31, 2004
that
materially affected, or are reasonably likely to materially affect
your internal controls over financial reporting.  Refer to Item
308(c) of Regulation S-K.

Financial Statements

Balance Sheets, page F-3

6. Please present your goodwill and your intangible assets as
separate line items on your balance sheet.  See paragraphs 42 and
43
of SFAS 142.

Statements of Income, page F-5

7. Please separately present on your income statements or disclose
in
a note to the financial statements  the components and related
amounts included in the other income (expense), net line item for
each period your statement of operations is presented.  See Rules
5-
03(7) and (9) of Regulation S-X.

Statements of Shareholders` Equity, page F-6

8. Please disclose the accumulated balances for each
classification
of accumulated other comprehensive income (loss) on the face of
the
balance sheet or in a footnote to the financial statements as
required by paragraph 26 of SFAS 130.

9. Please disclose for all periods presented the amounts of the
reclassification adjustments and the income tax provisions for
each
classification of other comprehensive income.  See paragraphs 20
and
25 of SFAS 130.

Statement of Cash Flows, page F-7

10. You indicated on page 36 of your MD&A that other income for
2004
includes a gain of $2.1 million from the sale of non-operating
assets
by a non-ThermaClime subsidiary.  Please clarify where this gain
of
$2.1 million is located on your statement of cash flows for the
year
ended December 31, 2004.  In your statement of cash flows, you
also
indicate that you had gains of $340,000 on sales of property and
equipment.  Given the guidance of paragraph 45 of SFAS 144, please
tell us how you determined your income statement classification of
the $2.1 million and $340,000 gains is appropriate.

11. Please explain to us how your netting of cash flows related to
drafts payable and revolving debt facilities meets the
requirements
of paragraph 13 of SFAS 95.  Otherwise, please present the gross
changes in drafts payable and revolving debt facilities.

12. Please disclose the facts and circumstances leading to the
impairment of $737,000 in accordance with paragraph 26 of SFAS
144.
Given the guidance of paragraph 25 of SFAS 144, please tell us how
you determined it was appropriate to not include the impairment
expense in operating income.

Note 2 - Summary of Significant Accounting Policies, page F-9

13. Please disclose the types of expenses that you include in the
cost of sales line item and the types of expenses that you include
in
the selling, general and administrative expenses line item.
Please
tell us whether you include inbound freight charges, purchasing
and
receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of sales line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost
of
sales, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross profit, including them
instead
in a line item, such as selling, general and administrative
expenses.

14. In your critical accounting policies, you indicate that you
may
be required to continue to operate equipment relating to discharge
water, the cost and timing of which is presently unknown.  Please
tell us more about these retirement obligations including the
following:
* Nature of these retirement obligations,
* How you determined that these obligations have an indeterminate
life, and
* When you expect to initially recognize a liability.
		See paragraphs A14 and A16 of SFAS 143.

Inventories, page F-10

15. In your Form 10-K for the year ended December 31, 2003, you
indicated that you had approximately $7.1 million of inventory
with
costs being determined using the LIFO method.  Please tell us
whether
this inventory still exists at December 31, 2004 as well what
method
you are using to determine the cost of this inventory.  If you
continue to use the LIFO method, please provide the disclosures
required by Rule 5-03(6) of Regulation S-X.  If you have changed
the
method used to determine the cost of this inventory, please tell
us
how you are in compliance with the requirements of APB 20.

Shipping and Handling Costs, page F-14

16. You indicate that the Chemical business records its shipping
costs in net sales.  Please clarify your disclosure to state
whether
these shipping costs represent amounts billed to customers.  If
not,
please tell us how your classification of these amounts complies
with
EITF 00-10.

Raw Materials Price Risk Management, page F-14

17. Please disclose how you account for exchange-traded futures
including where mark-to-market adjustments are recorded in your
financial statements and the accounting literature used to
determine
the appropriate accounting.

Recently Issued Pronouncements, page F-16

18. Please tell us more about your accounting of the agreements
with
MultiClima.  Specifically address the following:
* Tell us the specific facts and circumstances that led you to
conclude that the note receivable  was not collectible during the
quarter ended September 30, 2004;
* Tell us how you determined you no longer had a variable interest
in
this entity at July 1, 2004 in accordance with FIN 46; and
* Tell us the terms of the option to acquire 100% of MultiClima`s
outstanding stock as well as how you account for this option.
Please
refer to the accounting literature used to determine the
appropriate
accounting.

Note 5 - Property, Plant & Equipment, page F-19

19. The range of useful lives for your machinery, equipment and
automotive of 3 to 25 years is very broad.  Please separately
discuss
and disclose the types of assets that fall in each part of the
range.

Note 6 - Long-term Debt, page F-20

20. Please explain how you accounted for the debt restructuring
that
resulted in a gain on extinguishment of $4.4 million.   Refer to
the
accounting literature that supports your accounting. If you
accounted
for this transaction as a troubled debt restructuring, please tell
us
how you qualified for troubled debt restructuring under SFAS 15.

Note 9 - Commitments and Contingencies, page F-34

21. For each matter listed, please provide the disclosures
required
by paragraphs 9 and 10 of SFAS 5.  Specifically, if it is
reasonably
possible that a loss or an additional loss may have been incurred
in
excess of amounts accrued, please estimate the additional possible
loss or range of loss or state that such an estimate cannot be
made.

Note 13 - Deferred Compensation and Employee Benefit Plans, page
F-48

22. Please disclose the nature and terms of your life insurance
policies, including the cash surrender values as of each balance
sheet date and any gains or losses recorded in your statements of
operations during each period presented.  Please also disclose the
statement of cash flow line item(s) that you include life
insurance
payments in and the related amounts included in each line item for
each period presented.  Please also disclose when you include
amounts
in each line item, such as increases in the cash value of the life
insurance.  Please tell us how you considered paragraph .13 of
Section 1300.13 to the AICPA Technical Practice Aids in reaching
the
classification conclusions you did.

Note 18 - Segment Information, page F-51

23. Please disclose and quantify the components of the general
corporate expense and other business operations line item for all
periods presented.  Please also disclose what identifiable assets
are
included in the Corporate assets and other line item of your
identifiable assets section as of each balance sheet date.  Refer
to
paragraphs 31 and 32 of SFAS 131.

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005

Comment applicable to your overall filing

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

Statements of operations, page 4

25. You indicated in MD&A that other income for the first quarter
of
2005 includes a gain of $0.4 million from the sale of non-
operating
corporate assets.  Given the guidance of paragraph 45 of SFAS 144,
please tell us how you determined it was appropriate to not
include
this gain in operating income.

26. Please tell us more about the $1.1 million gain recorded as
other
income for proceeds receivable from certain key life insurance
policies in excess of the present value of your obligations.  Tell
us
how you determined it was appropriate to record this gain during
the
quarter ended March 31, 2005 as well as how you determined it was
appropriate to not include this gain in operating income.  Please
refer to the accounting literature used to determine the
appropriate
accounting.

Note 4 - Long-Term Debt, page 9

27. Please disclose how you account for the interest rate cap
which
sets a maximum three- month LIBOR base rate of 4.59% on $30
million
and mature on March 29, 2009.  Please refer to the accounting
literature used to determine the appropriate accounting and
provide
any corresponding disclosures.

Note 5 - Contingencies, page 16

28. You indicated that you established a liability of $358,000 for
estimated investigation and remediation costs.  We remind you that
SAB Topic 5:Y states that environmental liabilities are of such
significance that detailed disclosures regarding the judgments and
assumptions underlying the recognition and measurement of the
liabilities are necessary to inform readers fully regarding the
range
of reasonably possible outcomes that could have a material effect
on
your financial condition, results of operations, or liquidity.
Please disclose the changes in facts and circumstances that
occurred
from December 31, 2004 to March 31, 2005 that resulted in the
increase of $225,000 in your investigation and remediation costs
related to the nitric contaminates at your El Dorado facility.
Please also provide the additional disclosures called for by SAB
Topic 5:Y for all environmental matters.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments 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 reviewing
your
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 information required under the Securities
Exchange Act of 1934 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.

	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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Nudrat Salik, at (202) 551-3692, if you
have
questions regarding comments on the financial statements and
related
matters.
							Sin