LSB INDUSTRIES, INC. — Director's Dealing 2008

Nov 17, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2008-11-13

Reporting Person: GOLSEN BARRY H (Director, President and COO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-13	Common Stock	P	29617	$7.45	Acquired	1825671	Indirect
2008-11-17	Common Stock	P	3200	$7.47	Acquired	1828871	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	296639	Direct
Common Stock	653976	Indirect
Common Stock	533	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
5.5% Convertible Debentures	$	2012-07-01	Common Stock (145600)	4000000	Indirect
Series B Preferred	$		Common Stock (133333)	4000	Indirect
Series B Preferred	$		Common Stock (533333)	16000	Indirect
Series D Preferred	$		Common Stock (250000)	1000000	Indirect
Nonqualified Stock Option	$2.73	2011-11-29	Common Stock (11250)	11250	Direct

Footnotes

F1: Golsen Family, L.L.C. ("GFLLC") is owned by Jack E. Golsen, chief executive officer and chairman of the board of the Issuer, through his revocable trust (45.923%), his spouse, Sylvia Golsen through her revocable trust (45.923%), his sons, Barry H. Golsen, a director and the president of the Issuer (2.718%), and Steven J. Golsen, executive officer of a subsidiary of the Issuer (2.718%), and his daughter, Linda F. Rappaport (2.718%). The reporting person disclaims beneficial ownership of the Issuer securities held by GFLLC, except to the extent of his pecuniary interest therein.

F2: SBL, LLC (?SBL?) is owned by GFLLC (49%), Steven Golsen (17%), Linda Rappaport (17%), and the reporting person (17%). Golsen Petroleum Corporation (?GPC?) is a wholly owned subsidiary of SBL. The amount shown in Table I includes 1,544,916 shares owned by SBL and 283,955 shares owned directly by GPC, and the amount shown in Table II includes 12,000 shares of the Issuer?s Series B Preferred owned by SBL and 4,000 shares of the Issuer?s Series B Preferred owned directly by GPC. Voting and dispositive power over the securities held by SBL and GPC is possessed by Jack E. Golsen, who is the chief executive officer and chairman of the board of the Issuer, and the reporting person, a director and the president of the Issuer.

F3: These shares of common stock are owned of record by the reporting person's wife. The reporting person disclaims beneficial ownership of the shares owned by his wife.

F4: On November 13, 2008, SBL purchased a total of 29,617 shares of the Issuer?s common stock at the weighted average price per share of $7.45, which is based on the following purchases of the Issuer?s common stock at the respective price per share: (a) $7.07 ? 100 shares, (b) $7.08 ? 5,000 shares, (c) $7.10 ? 1,500 shares, (d) $7.46 ? 3,400 shares, (e) $7.47 ? 10,000 shares, (f) $7.50 ? 3,500 shares, (g) $7.57 ? 717 shares, (h) $7.79 ? 1,200 shares, and (i) $7.80 ? 4,200 shares. On November 17, 2008, SBL purchased a total of 3,200 shares of the Issuer?s common stock at the weighted average price per share of $7.47, which is based on the following purchases of the Issuer?s common stock at the respective price per share: (a) $7.43 ? 100 shares, (b) $7.44 ? 500 shares, (c) $7.46 ? 100 shares, (d) $7.47 ? 900 shares, (e) $7.48 ? 900 shares, (f) $7.49 ? 200 shares, and (g) $7.50 ? 500 shares.

F5: This amount is the principal amount of the Issuer's 5.5% Convertible Senior Subordinated Debentures due 2012 (the "Debentures") held by the reporting person. The Debentures are convertible at the option of the holder in whole or in part into the Issuer's common stock prior to their maturity. The conversion rate of the Debentures is 36.4 shares of the Issuer's common stock per $1,000 principal amount of debentures (representing a conversion price of $27.47 per share of common stock), subject to adjustment under certain conditions as set forth in the Indenture, dated June 28, 2007 (the "Indenture"), by the Issuer in favor of UMB Bank, N.A., as Trustee, filed as Exhibit 4.2 to the Issuer's Form 8-K on June 29, 2007. The Debentures bear interest at the rate of 5.5% per year and mature on July 1, 2012.

F6: Each share of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder into 33.3333 shares of the Issuer's common stock. Each share is convertible as long as such is outstanding.

F7: The Issuer's Series "D" 6% Cumulative, Convertible Class C Preferred Stock is convertible at the option of the holder into the Issuer's common stock at the rate of four shares of Preferred "D" for one share of common stock. Each share is convertible as long as such is outstanding.

F8: Nonqualified Stock Options ("NQSO") granted by the Issuer to the reporting person. All NQSOs held by the reporting person are currently exercisable. As of the date of this report, the total number of shares underlying the NQSOs held by the reporting person is 11,250.