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________ ______________
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 Reporting 2. Issuer Name and Ticker
Person or Trading Symbol
Golsen, Steven J. 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)
____ Director X 10% Owner ____ Officer (give title below)
____ Other (specify below)
___________________________________
__________________________________________________________________
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
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)
204,934(4) D -
55,908 I As Trustee(1)
- I By SBL(2)
- I By SBL(2)
- I By SBL(2)
1,098,299(6) I By SBL(2)
_____________________________________________________________________
Reminder: Report on a separate line for each Page 1 of 2
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
(A) (D)
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
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
(3) (3) Common 533,333 -
(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
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)
16,000(6) I By SBL(2)
- I By SBL(2)
- I By SBL(2)
- I By SBL(2)
- I By SBL(2)
- I By SBL(2)
- I By SBL(2)
- I By SBL(2)
- I By SBL(2)
24,150 I By SBL(2)
__________________________
Explanation of Responses:
(1) These shares are held of record by six trusts established for the benefit
of the grandchildren of Jack E. Golsen and Sylvia H. Golsen. Steven J.
Golsen is one of the three trustees for the trusts established for the
benefit of each of such grandchildren.
(2) 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).
(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) Incentive Stock Option ("ISO") granted by the Company to
Steven J. 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 for
10,000 shares of Common Stock exercisable at $3.44, with an
expiration date of June 1, 1997, was granted on June 1, 1992.
Mr. Golsen has previously acquired 2,000 shares under the ISO
granted on June 1, 1992, leaving 8,000 shares remaining to be
acquired under such ISO as of the close of business on October
31, 1995.
(6) The number of shares includes 60,600 shares of Common Stock and 4,000
shares of Preferred "B" owned of record by Golsen Petroleum Corporation,
the wholly owned subsidiary of SBL.
**Intentional misstatements or omissions
of facts constitute Federal Criminal
Violations.
/s/ Steven J. Golsen January 10, 1996
_______________________ _______________
See 18 U.S.C. 1001 and **Signature of Reporting Date
15 U.S.C. 78ff(a). Person
Steven J. 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.
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MBEN\K-M\LSB\FORMS345\EDGAR\12-95F4.SJG
SEC 1474 (3/91)