LSB INDUSTRIES, INC. — Director's Dealing 2008

Jan 28, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2008-01-24

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
2008-01-24	Common Stock	A	24152	$1.25	Acquired	24152	Direct
2008-01-24	Common Stock	G	24152	—	Disposed	0	Direct
2008-01-24	Common Stock	A	15000	$2.73	Acquired	15000	Direct
2008-01-24	Common Stock	G	15000	—	Disposed	0	Direct
2008-01-24	Common Stock	G	39152	—	Acquired	105581	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-24	Incentive Stock Option	$1.25	M	24152	Disposed	2009-07-08	Common Stock (24152)	Direct
2008-01-24	Incentive Stock Option	$2.73	M	15000	Disposed	2011-11-29	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22988	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 22,988 shares held by two trusts established for the benefit of each of the reporting persons' children. Please see footnote (2) for a description of the children's trusts.

F2: 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.

F3: On January 24, 2008, David Shear acquired in total 39,152 shares of common stock upon the exercise of Incentive Stock Options ("ISOs") owned directly by David Shear. As of the date of this report, and following the exercise reported herein, there are no shares of common stock remaining under these ISOs.

F4: The reporting person contributed these shares acquired upon exercise of the ISOs to the reporting person's revocable trust. Immediately following such contribution, the shares were transferred into the joint account owned by the reporting person's revocable trust and the revocable trust of the reporting person's spouse. Please see footnote (1) for a description of the revocable trusts and the joint account.