VIA FACSIMILE AND U.S. MAIL


August 9, 2005

Tony M. Shelby
Executive Vice President of Finance and Chief Financial Officer
LSB Industries, Inc.
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107

	RE:	Form 10-K for the fiscal year ended December 31, 2004
      Form 10-Q for the period ended March 31, 2005
      File No. 1-07677

Dear Mr. Shelby:

      We have reviewed your letter dated June 30, 2005 and have
the
following comments.  Where indicated, we think you should revise
your
disclosures in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  Please understand that the purpose of our review
process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the phone numbers listed
below.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments
below that specifically request an amendment, all other revisions
may
be included in your future filings.

Item 9A - Controls and Procedures, page 44

2. We have read your response to comment three from our letter
dated
May 25, 2005.  Please amend your Form 10-K for the year ended
December
31, 2004 to state in clear and unqualified language the
conclusions
reached by your chief executive officer and chief financial
officer on
the effectiveness of your disclosure controls and procedures as of
December 31, 2004.  You should not state that your disclosure
controls
and procedures are effective subject to certain conditions. See
Question 5 of our Frequently Asked Questions on Management`s
Report on
Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports dated October 6, 2004.

Financial Statements

Statements of Income, page F-5

3. We have read your response to comment seven from our letter
dated
May 25, 2005.  You have agreed to disclose the components and
related
amounts included in other income (expense) in a note to the
financial
statements in future filings.  Please show us what this disclosure
will look like for the fiscal years ended December 31, 2004,
December
31, 2003 and December 31, 2002 and for the three months ended
March
31, 2005.

Statement of Cash Flows, page F-7

4. We have read your response to comment 10 from our letter dated
May
25, 2005.  It remains unclear how you determined it was
appropriate to
exclude the $2.1 million gain from operating income.  Please tell
us
how you accounted for the purchase of the chemical plant and
related
assets, which include the precious metals.   Please tell us the
business purpose for the purchase of the chemical plant and
precious
metals as well as whether these metals were intended to be used in
your operations.  Also, please tell us whether the cash flows
related
to the sale of the assets of the chemical plant are reflected as
cash
flows from operating, investing, or financing activities; explain
how
your presentation complies with SFAS 95.

5. Please amend your Form 10-K to provide revised financial
statements, which include the gain of $340,000 in operating income
as
required by paragraph 45 of SFAS 144.

6. We have read your response to comment 11 from our letter dated
May
25, 2005.  We remind you that paragraph 13 states that items that
qualify for net reporting because their turnover is quick, their
amounts are large, and their maturities are short are cash
receipts
and payments pertaining to (a) investments (other than cash
equivalents), (b) loans receivable, and (c) debt, providing that
the
original maturity of the asset or liability is three months or
less.
Please tell us the original maturity date of your revolving debt
facilities and drafts payable.  If the original maturities of your
revolving debt facilities and drafts payable exceed three months,
please present the gross changes on your statements of cash flows.

7. We have read your response to comment 12 from our letter dated
May
25, 2005.  Given the $737,000 reflects approximately 21% of your
operating income for the year ended December 31, 2004, it is not
clear
how your determined this amount is not material.  Please amend
your
Form 10-K to provide revised financial statements, which include
the
impairment of $737,000 in operating income as required by
paragraph 25
of SFAS 144.

Note 2 - Summary of Significant Accounting Policies, page F-9

8. We have read your response to comment 13 from our letter dated
May
25, 2005.  Please disclose the types of expenses that you include
in
the cost of sales line item and the types of expenses that you
include
in the selling, general and administrative expenses line item as
you
have mentioned in your response.

9. We note your response to prior comment 14.  In your notes to
the
financial statements, please provide the disclosures required by
paragraph 22 of SFAS 143 including, if true, the fact that a
liability
has not been recognized because the fair value cannot be
reasonably
estimated and the reasons why fair value cannot be reasonably be
estimated.  Please also refer to FIN 47.

Inventories, page F-10

10. We have read your response to comment 15 from our letter dated
May
25, 2005.  It is not clear how you determined the effect of the
change
from LIFO to FIFO was not material.  Please address the following:
   * Tell us the impact of the change from LIFO to FIFO for each
of
the three
   	years ended December 31, 2004;
   * Given that the entity for which this inventory relates to was
acquired in
1985, help us understand what facts and circumstances led you to
change the method during the year ended December 31, 2004 instead
of
in an earlier period;
   * It does not appear that any disclosures were provided
regarding
the change
from LIFO to FIFO.  As previously requested, tell us how you are
in
compliance with the requirements of APB 20; and
   * Tell us why you did not include as an exhibit to your Form
10-K a
letter
from your auditors regarding the change from LIFO to FIFO.  Refer
to
Item 601(b)(18) of Regulation S-K.

Note 6 - Long-term Debt, page F-20

11. We have read your response to comment 20 from our letter dated
May
25, 2005.  Please tell us the specific terms of the settlement,
including the concessions that were granted by the debt holders.
Please provide us with a detailed explanation as to how you
determined
it was appropriate to account for this transaction as a troubled
debt
restructuring with reference to paragraphs 5 and 7 of SFAS 15 and
EITF
02-04.  In your explanation, please demonstrate how you were
experiencing financial difficulty which led to the concessions
being
granted.

Note 13 - Deferred Compensation and Employee Benefit Plans, page
F-48

12. We have read your response to comment 22 from our letter dated
May
25, 2005.  Please disclose the amounts of loans that are netted
against the cash surrender values of these life insurance
policies.

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005

Comment applicable to your overall filing

13. Please address the comments above in your interim filings as
well.

Statements of operations, page 4

14. We have read your response to comment 25 from our letter dated
May
25, 2005.  Please amend your Form 10-Q to provide revised
financial
statements, which include the gain of $0.4 million in operating
income
as required by paragraph 45 of SFAS 144.

15. We have read your response to comment 26 from our letter dated
May
25, 2005.  It is unclear how the life insurance proceeds are
reflected
on your statement of cash flows.  Please tell us where the life
insurance proceeds in excess of the cash surrender value are
recorded
in the statement of cash flows for the three months ended March
31,
2005.  Please also tell us where the proceeds up to the cash
surrender
value are recorded in the statement of cash flows.  Also, explain
how
you determined this presentation is appropriate.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.









      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Nudrat Salik, Staff Accountant at (202)
551-
3692, if you have questions regarding comments on the financial
statements and related matters.

						Sincerely,


					Rufus Decker
      	Accounting Branch Chief

??

??

??

??

Mr. Tony M. Shelby
August 9, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE