________ ________________________
FORM 4 U.S. Securities and Exchange Commission OMB APPROVAL
_______ Washington, D.C. 20549 ________________________
[ ] Check this box if no longer OMB Number 3235-0287
subject to Section 16. Form Expires: February 1, 1994
4 or Form 5 obligations may Estimated average burden
continue. See Instruction 1(b). hours per response... 0.5
_________________________
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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 2. Issuer Name and Ticker
Reporting Person or Trading Symbol
Golsen, Jack E. LSB Industries, Inc. (LSB)
___________________________________________________________________
(Last) (First) (Middle) 3. IRS or Social Security
No. of Reporting Person
16 South Pennsylvania (Voluntary)
Post Office Box 705
______________________________
(Street) ###-##-####
Oklahoma City, Oklahoma 73101
______________________________________________________________________
(City) (State) (Zip)
4. Statement for Month/Year: December, 1995
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person to Issuer (Check all applicable)
X Director X 10% Owner X Officer (give title below)
____ Other (specify below)
Chairman of the Board and President
___________________________________
_____________________________________________________________________________
Table I - Non-Derivative Securities Acquired, Disposed Of, or
Beneficially Owned
_____________________________________________________________________________
1. Title of 2. Transaction 3. Transaction 4. Securities Acquired
Security Date (Month/ Code (A) or Disposed of
Day/Year) (Instr. 8) (D) (Instr. 3, 4, 5)
Code V Amount (A) Price
or
(D)
Common Stock - - - - -
Common Stock - - - - -
Common Stock 12/01/95 P 1,000 A $3.875
Common Stock 12/04/95 P 1,000 A $3.875
Common Stock 12/04/95 P 1,000 A $3.75
Common Stock 12/05/95 P 3,000 A $3.75
Common Stock - - - - -
5. Amount of 6. Ownership Form: 7. Nature of
Securities Direct (D) or Indirect
Beneficially Indirect (I) Beneficial
Owned at End (Instr. 4) Ownership
of Month (Instr. 4)
(Instr. 3 & 4)
89,028 D -
1,168,984 I By Spouse
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
1,098,299(8) I By SBL(1)
10,000 I By MG Trust(7)
____________________________________________________________________________
Reminder: Report on a separate line for each Page 1 of 3
class of securities beneficially SEC 1474 (3/91)
owned directly or indirectly
(Print or Type Response)
FORM 4 (continued)Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
___________________________________________________________________________
1. Title of 2. Conversion 3. Transaction 4. Transaction 5. Number of
Security or Exercise Date Code Derivative
(Instr. 3) Price of (Month/Day/ (Instr. 8) Securities
Derivative Year) Code V Acquired (A)
Security or Disposed
of (D)
(Instr. 3,4,5)
(A) (D)
Convertible Note (2) - - -
Preferred "B" (3) - - -
Preferred "B" (3) - - -
Preferred "C" $11.55 12/06/95 P 1,000
Preferred "C" $11.55 12/06/95 P 500
Preferred "C" $11.55 12/07/95 P 1,000
Preferred "C" $11.55 12/11/95 P 1,000
Preferred "C" $11.55 12/12/95 P 2,000
Preferred "C" $11.55 12/13/95 P 2,000
Preferred "C" $11.55 12/14/95 P 1,000
Preferred "C" $11.55 12/15/95 P 2,000
Preferred "C" $11.55 12/18/95 P 1,000
Nonqualified
Stock Option $ 2.625 - - -
Incentive
Stock Option $ 3.44 - - -
6. Date Exercisable 7. Title and Amount of 8. Price of
and Expiration Underlying Securities Derivative
Date (Instr. 3 and 4) Security
(Month/Day/Year) Amount (Instr. 5)
Date Expir- or
Exer- ation No. of
cisable Date Title Shares
(2) (2) Common 4,000 -
(3) (3) Common 133,333 -
(3) (3) Common 533,000 -
(4) (4) Common 4,329 $31.50
(4) (4) Common 2,165 $32.25
(4) (4) Common 4,329 $32.25
(4) (4) Common 4,329 $32.00
(4) (4) Common 8,658 $32.00
(4) (4) Common 8,658 $32.00
(4) (4) Common 4,329 $32.00
(4) (4) Common 8,658 $32.00
(4) (4) Common 4,329 $32.25
(5) 6/1/99(5) Common 165,000 -
(6) 6/1/97(6) Common 40,000 -
9. Number of 10. Ownership Form 11. Nature of Indirect
Derivative of Derivative Beneficial Owner-
Securities Security: ship (Instr. 4)
Beneficially Direct (D) or
Owned at End Indirect (I)
of Month (Instr. 4)
(Instr. 4)
1 D -
4,000 D -
16,000(8) I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
24,150 I By SBL(1)
1 D -
N/A(5) D -
______________________
Explanation of Responses:
(1) SBL Corporation ("SBL") is wholly owned by Sylvia Golsen (40% owner),
Barry Golsen (son and 20% owner), Steven Golsen (son and 20% owner), and
Linda Rappaport (daughter and 20% owner). The number of shares includes
shares owned of record by Golsen Petroleum Corporation, the wholly-owned
subsidiary of SBL.
(2) Jack Golsen holds a note from the Company payable on demand and
convertible, at the option of the holder, at the rate of $2.00 for each
share of Common Stock. The principal amount of the note is $8,000.
(3) Each share of the Company's Series "B" 12% Cumulative Preferred Stock
is convertible, at the option of the holder, into 33.3333 shares of the
Company's Common Stock. Each share is convertible as long as such is
outstanding.
(4) Each share of the Company's $3.25 Convertible Exchangeable Class C
Preferred Stock, Series 2 is convertible at the option of the holder into
4.329 shares of the Company's Common Stock. Each share is convertible as
long as such is outstanding.
(5) Nonqualified Stock Option ("NQSO") granted June 1, 1989, which became
exercisable on August 31, 1990, at an option price of $2.625 per share. On
or prior to June 1, 1991, the NQSO covering 165,000 shares was extended to
provide that the NQSO vests and becomes exercisable as to 20% on June 1,
1995, an additional 20% on each of June 1, 1996, and June 1, 1997, and the
remaining 40% on June 1, 1998.
(6) Incentive Stock Option ("ISO") granted by the Company to Jack E. Golsen
under the Company's Incentive Stock Option Plans. Each ISO is for a term of
five years from the date of grant. Each ISO vests at the end of year one
through year four in the following amounts: 20%, 20%, 30% and 30%. The
option is fully vested at the end of year four. An ISO exercisable for
50,000 shares of Common Stock at $3.44, with an expiration date of June 1,
1997, was granted on June 1, 1992. Jack E. Golsen has previously acquired
10,000 shares of Common Stock under the ISO granted on June 1, 1992, leaving
40,000 shares remaining to be acquired under such ISO.
(7) Shares owned of record by the MG Trust, of which Jack Golsen is the sole
trustee.
(8) The number of shares includes, as applicable, 60,600 shares of Common
Stock and 4,000 shares of Preferred "B" owned of record by SBL's wholly
owned subsidiary, GPC.
**Intentional misstatements or
omissions of facts constitute
Federal Criminal Violations.
/s/ Jack E. Golsen January , 1996
__________________________ __________________
See 18 U.S.C. 1001 and **Signature of Reporting Date
15 U.S.C. 78ff(a). Person
Jack E. Golsen
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Page 3 of 3
MBEN\K-M\LSB\FORMS345\EDGAR\12-95F4.JEG SEC 1474 (3/91)
