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Michael G. Adams - Amended Form 4 (May 2002)
FORM 4 U.S. Securities and Exchange Commission OMB APPROVAL
[ ]Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549

 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
 OMB Number 3235-0287 Expires:
January 31, 2005

Estimated average burden hours per response . . . 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the 
Investment Company Act of 1940
 

1. Name and Address of Reporting Person



Adams, Michael G. 		2. Issuer Name and Ticker or Trading Symbol

LSB Industries, Inc. (LSBD)

 6. Relationship of Reporting Person to Issuer (Check all applicable)


__Director     ___ 10% Owner
 X Officer (give title below) 
__Other (specify below)

Senior Vice President-
InternationalOperations

(Last) (First) (Middle)



16 South Pennsylvania

 3. IRS or Social Security
Number of Reporting
Person (Voluntary)



4. Statement for

Month/Year

7. Individual or Joint/Group Filing
(Check applicable line)

X Form filed by One Reporting Person
__Form filed by More than One Reporting Person

(Street)

Oklahoma City, Oklahoma 73107

5. If Amendment,

Date of Original
(Month/Year)

May 2002
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security

(Instr. 3)

 2. Transaction
Date
(Month/
Day/
Year)

3. Transaction

Code
(Instr. 8)
 4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of
Securities
Beneficially
Owned at
End of
Month
(Instr. 3 and 4)		 6. Ownership
Form:
Direct (D)
or Indirect
(I)
(Instr. 4)		 7. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V Amount (A) or
(D)		 Price

Common Stock
05/30/02
M (2)


5,000
A
$3.125

Common Stock
05/30/02
S
8,000
D
$3.424
19,916
D

 

* If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v).                                                              Page 1 of 2
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.                             SEC 1472 (02/02)

(Print or Type Responses)


 


 

 

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative
Security
(Instr. 3) 		2. Conver-
sion or
Exercise
Price of
Derivative
Security		 3. Transaction
Date
(Month/
Day/
Year)		 4. Transaction
Code
(Instr. 8) 		5. Number of
Derivative
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable
and Expiration
Date
(Month/Day/Year)		 7. Title and Amount 
of Underlying
Securities
(Instr. 3 and 4)		 8. Price of
Derivative
Security
(Instr. 5)		 9. Number
of Deriva-
ive Secur-
ities Bene-
ficially
Owned at End of
Month
(Instr. 4)		 10. Owner-
ship
Form of
Derivative
Security:
Direct
(D) or
Indirect (1)
(Instr. 4)

11. Nature of
Indirect
Bene-
ficial
Owner-
ship
(Instr.
4)

Date
Exer-
cisable		 Expira-
tion
Date



Title		 Amount
or
Number
of
Shares
Code V (A) (D)
Incentive Stock Option

$4.875

(1)

06/27/06
Common Stock

1,000
Incentive
Stock Option

$1.25



(1)

07/08/09
Common Stock

10,000
(1)
D
Incentive
Stock Option

$2.73





(1)

11/09/11
Common Stock

10,000

(1)

D
Incentive Stock Option

$3.125

05/30/02

M (2)



5,000

(1)

06/01/02
Common Stock

5,000

0

D

Explanation of Responses:
(1) Incentive Stock Options ("ISOs") granted by LSB Industries, Inc. (the "Issuer") to Mr. Adams under the Issuer's Incentive Stock Option Plans. Each ISO is for a term of ten years from the date of grant. Each ISO vests at the end of years one through four in the following amounts: 20%, 20%, 30% and 30%. The ISOs are fully vested at the end of year four. An ISO was granted on June 1, 1992, for 5,000 shares of Common Stock exercisable at $3.125, with an expiration date of June 1, 2002. An ISO was granted on June 27, 1996, for 1,000 shares of Common Stock exercisable at $4.875, with an expiration date of June 27, 2006. An ISO was granted on July 8, 1999, for 10,000 shares of Common Stock exercisable at $1.25, with an expiration date of July 8, 2009. An ISO for 10,000 shares of Common Stock, exercisable at $2.73, was granted to Mr. Adams on November 9, 2001, with an expiration date of November 9, 2011. As of the date of this report, the total number of shares of Common Stock underlying the ISOs held by Michael G. Adams is 21,000.

(2) Mr. Adams exercised his right to purchase shares of the Issuer's Common Stock under the Issuer's Incentive Stock Option Plans by acquiring 5,000 shares at an aggregate purchase price of $15,625. These 5,000 shares were acquired at an option price per share of $3.125 under the ISO granted to Mr. Adams on June 1, 1992. As consideration for the acquisition of such shares, Mr. Adams transferred to the Issuer a check for $15,625.00.

**Intentional misstatements or omissions of facts constitute 
Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                                                     /s/ Michael G. Adams                     June 10, 2002
                                                                        **Signature of Reporting  Person               Date
Note: File three copies of this Form, one of which must be manually signed.       Michael G. Adams
 If space provided is insufficient, see Instruction 6 for procedure.

Page 2 of 2

K:\K-M\LSB\Forms345\05-02F4A.MGA.wpd                                                                                                                     SEC 1472 (02/02)