VIA FACSIMILE AND U.S. MAIL


September 28, 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
      Forms 10-Q for the periods ended March 31 and June 30, 2005
      File No. 1-07677

Dear Mr. Shelby:

      We have reviewed your letter dated September 9, 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

General

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. Please discuss the facts and circumstances surrounding your
restatements in Item 9A of your amended Form 10-K and Item 4 of
your
amended Forms 10-Q.  Please disclose how the restatements impacted
your CEO and CFO`s original conclusions regarding the
effectiveness
of your disclosure controls and procedures.  Please disclose the
changes you made or intend to make in your disclosure and internal
controls and procedures as a result of these items and when each
change is expected to be implemented.  Please ensure that you file
updated certifications with the amendments to your Forms 10-K and
10-
Q.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

3. In your amended Form 10-K, please ensure that your auditors
refer
to the reclassification in their report and the footnote that
further
discusses them.  Otherwise, please tell us how you determined this
is
not appropriate.  Please disclose line items as reported and as
restated in a footnote with the reclassified items shown as
reconciling items.  You should also disclose the line items that
each
amount was previously included in and the line item each is now
included in.

Statements of Income, page F-5

4. We have read your response to comment three from our letter
dated
August 9, 2005.  Please tell us what is included in "other" within
the other expense line item.

Statement of Cash Flows, page F-7

5. We have read your response to comment four from our letter
dated
August 9, 2005.  It is still not clear how you determined that it
was
appropriate to exclude the $2.1 million gain from operating
income.
Please address the following:
* Please tell us whether you can use the precious metals
(catalysts)
in your operations.  Also tell us how you make the distinction
between catalysts used in operations and those acquired in the
purchase of the nitric acid plant;
* Please tell us the terms of the transaction including the
purchase
price and a brief description of all assets that were acquired.
Tell
us how you performed your purchase price allocation and why you
did
not allocate any value to the long-lived assets of the nitric
plant.
Tell us the specific accounting literature you used to account for
the transaction including your allocation of the purchase price;
* Tell us the specific line item and amount where the cash outflow
for the purchase of the nitric acid plant is recorded in your cash
flow statement.  Also tell us the specific line item and amount
where
the cash inflow from the sale of the precious metal is recorded in
your cash flow statement; and
* You indicated that the remaining assets were assigned to a third
party in exchange for the obligation for removal of the assets
resulting in no gain or loss.  Please tell us how you determined
that
there was no gain or loss in the exchange for the obligation for
removal. Please provide support for your conclusion(s) and cite
the
accounting literature used to determine the appropriate
accounting.
6. We have read your response to comment five from our letter
dated
August 9, 2005.  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.

7. We have read your response to comment six from our letter dated
August 9, 2005.  Please present the gross changes of your
revolving
debt facilities and draft payable on your statements of cash
flows.

8. We have read your response to comment seven from our letter
dated
August 9, 2005.  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

Inventories, page F-10

9. We have read your response to comment 10 from our letter dated
August 9, 2005.  Please amend your Form 10-K to provide revised
financial statements and disclosures that comply with APB 20,
including paragraphs 27 and 28 of APB 20.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2005

General

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

Statements of operations, page 4

11. We have read your response to comment 14 from our letter dated
August 9, 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.

Note 6 - Contingencies, page 19

Threaten Litigation, page 20

12. Please provide the disclosures required by paragraphs 9 and 10
of
SFAS 5 regarding the Trade Mechanical Contractors, Inc et al. v.
Trison Construction, Inc and Multistack LLC v. ClimaCool Corp, et
al
matters.



Item 4 - Controls and Procedures, page 48.

13. Please amend your Forms 10-Q for the period ended March 31 and
June 30, 2005 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 the end of the period covered.  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.

*    *    *    *

      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
September 28, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE