LSB INDUSTRIES, INC. — Director's Dealing 2008

Nov 13, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2008-11-10

Reporting Person: GOLSEN STEVEN (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-13	Common Stock	G	121	—	Disposed	41936	Indirect
2008-08-28	Common Stock	G	117	—	Disposed	41819	Indirect
2008-09-04	Common Stock	G	124	—	Disposed	41695	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-10	5.5% Convertible Debentures	$27.47	P	53273	Acquired	2012-07-01	Common Stock (1939)	Indirect
2008-11-10	5.5% Convertible Debentures	$27.47	P	680000	Acquired	2012-07-01	Common Stock (24752)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	263915	Indirect
Common Stock	305329	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred	$		Common Stock (10727)	321	Indirect
Series B Preferred	$		Common Stock (90666)	2720	Indirect
Series D Preferred	$		Common Stock (42500)	170000	Indirect
Series D Preferred	$		Common Stock (3329)	13318	Indirect
Nonqualified Stock Option	$2.73	2011-11-29	Common Stock (11250)	11250	Direct

Footnotes

F1: These shares are owned of record by a revocable trust of which the reporting person is the settlor and trustee, with voting and dispositive power over the securities held in the trust.

F2: Golsen Family, L.L.C. 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, 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 amount of shares shown as beneficially owned by the reporting person is based on the reporting person?s proportionate ownership in GFLLC (both direct ownership and indirect ownership through SBL, LLC). The reporting person disclaims beneficial ownership of the Issuer securities held by GFLLC, except to the extent of his pecuniary interest therein.

F3: SBL, LLC ("SBL") is owned by GFLLC (49% owner), Barry Golsen (17% owner), Linda Rappaport (17% owner), and the reporting person (17% owner). Golsen Petroleum Corporation ("GPC") is a wholly owned subsidiary of SBL. The amount of shares shown as beneficially owned by the reporting person is based on the reporting person's proportionate ownership in SBL. 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 Barry H. Golsen, a director and the president of the Issuer.

F4: This amount of the principal amount of the Issuer?s 5.5% Convertible Senior Subordinated Debentures due 2012 (the ?Debentures?) shown as beneficially owned by the reporting person is based on the reporting person?s proportionate ownership in GFLLC (both direct ownership and indirect ownership through SBL) and SBL. 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.

F5: 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.

F6: 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.

F7: 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.