LSB INDUSTRIES, INC. — Director's Dealing 2008

Aug 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2008-08-27

Reporting Person: SHEAR DAVID MICHAEL (Senior VP/General Counsel/Sec)
Reporting Person: SHEAR HEIDI L BROWN (VP/Managing Counsel/Asst Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-27	Common Stock	S	2500	$23.5	Disposed	102581	Indirect
2008-08-28	Common Stock	S	7000	$23.55	Disposed	95581	Indirect
2008-08-28	Common Stock	S	3141	$24.00	Disposed	10847	Indirect
2008-08-29	Common Stock	S	1859	$24.00	Disposed	8988	Indirect

Footnotes

F1: The designated reporting person is David M. Shear. Mr. Shear's spouse, Heidi L. Brown Shear, jointly files this report with Mr. Shear. Heidi Shear is Vice President, Managing Counsel and Assistant Secretary of the Issuer. These shares are held in an account jointly owned by David Shear's revocable trust, of which he is settlor and trustee, and Heidi Shear's revocable trust, of which she is settlor and trustee. This amount does not include, and David Shear disclaims beneficial ownership of 8,988 shares held by two trusts established for the benefit of each of the reporting persons' children. Please see footnote (4) for a description of the children's trusts.

F2: These shares were sold pursuant to a Rule 10b5-1 Sales Plan adopted on March 14, 2008.

F3: On August 27, 2008, in a single transaction, the reporting persons sold through their revocable trusts 2,500 shares of the Issuer's common stock at $23.50 per share. On August 28, 2008, the reporting persons sold through their revocable trusts a total of 7,000 shares of the Issuer's common stock at the weighted average price per share of $23.55, which is based on the following sales of the Issuer's common stock at the respective price per share: (a) $23.50 - 2,500 shares, (b) $23.52 - 600 shares, (c) $23.53 - 300 shares, and (d) $23.60 - 3,600 shares.

F4: These shares are held by two trusts established for the benefit of each of the reporting persons' children, of which Heidi Shear is the trustee and exercises investment and dispositive control over the trusts' portfolio securities. On August 28, 2008, and August 29, 2008, pursuant to a Rule 10b5-1 Sales Plan adopted on March 14, 2008, one child's trust sold 3,141 shares and 1,859 shares, respectively.