LSB INDUSTRIES, INC. — Director's Dealing 2008

Jan 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2008-01-18

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
2008-01-18	Common Stock	A	26392	$1.25	Acquired	26392	Direct
2008-01-18	Common Stock	G	26392	—	Disposed	0	Direct
2008-01-18	Common Stock	A	12760	$1.25	Acquired	12760	Direct
2008-01-18	Common Stock	G	12760	—	Disposed	0	Direct
2008-01-18	Common Stock	G	39152	—	Acquired	66429	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-18	Incentive Stock Option	$1.25	M	26392	Disposed	2009-07-08	Common Stock (26392)	Direct
2008-01-18	Incentive Stock Option	$1.25	M	12760	Disposed	2009-07-08	Common Stock (12760)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22988	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option	$2.73	2011-11-29	Common Stock (15000)	15000	Direct

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 18, 2007, David Shear acquired 26,392 shares of common stock upon the exercise of Incentive Stock Options ("ISOs") owned directly by David Shear. All ISOs held by him are currently exercisable. As of the date of this report, the total number of shares underlying the ISOs held by Mr. Shear is 39,152.

F4: The reporting person contributed these shares acquired upon exercise of 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. See footnote (1) for description of the revocable trusts and the joint account.

F5: On January 18, 2007, Heidi Shear acquired 12,760 shares of common stock upon the exercise of ISOs owned directly by Heidi Shear. As of the date of this report, and following the exercise reported herein, there are no shares remaining under these ISOs.