UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                         AMENDMENT NO. 1
                               to
                           FORM 10-K/A
(Mark One)

/X/       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

          For the fiscal year ended December 31, 1999

                               or

/ /       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
          SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

          For the transition period _________to__________

                    Commission file number 1-7677

                      LSB INDUSTRIES, INC.
     (Exact name of Registrant as specified in its Charter)

                 Delaware                              73-1015226
          (State of Incorporation)                  (I.R.S.Employer
                                                    identification No.)
          16 South Pennsylvania Avenue
            Oklahoma City, Oklahoma                        73107
      (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code

                         (405) 235-4546

Securities Registered Pursuant to Section 12(b) of the Act:

                                           Name of Each Exchange
    Title of Each Class                     On Which Registered
Common Stock, Par Value $.10               Over-the-CounterBulletin Board*
$3.25 Convertible Exchangeable
 Class C Preferred Stock, Series 2         Over-the-Counter Bulletin Board*

Securities Registered Pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights*

*  Delisted from the New York Stock Exchange on July 6, 1999.


                    (Facing Sheet Continued)

      Indicate by check mark whether the Registrant (1) has filed
all  reports  required by Section 13 or 15(d) of  the  Securities
Exchange Act of 1934 during the preceding 12 months (or  for  the
shorter  period that the Registrant has had to file the reports),
and  (2) has been subject to the filing requirements for the past
90 days.  YES   X    NO _____.

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of Registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K. __________.

      As  of  April  7, 2000, the aggregate market value  of  the
7,656,337  shares  of  voting stock of  the  Registrant  held  by
non-affiliates  of  the Company equaled approximately  $5,497,250
based  on the closing sales price for the Company's common  stock
as reported for that date on the Over-the-Counter Bulletin Board.
That  amount does not include (1) the 1,462 shares of Convertible
Non-Cumulative  Preferred  Stock (the  "Non-Cumulative  Preferred
Stock")  held  by non-affiliates of the Company, (2)  the  20,000
shares  of  Series B 12% Convertible, Cumulative Preferred  Stock
(the  "Series B Preferred Stock"), and (3) the 915,000 shares  of
$3.25 Convertible Exchangeable Class C Preferred Stock, Series 2,
excluding  5,000 shares held in treasury (the "Series 2 Preferred
Stock").  An active trading market does not exist for the  shares
of  Non-Cumulative  Preferred Stock or  the  Series  B  Preferred
Stock.  The shares of Series 2 Preferred Stock do not have voting
rights except under limited circumstances.

     As of April 7, 2000, the Registrant had 11,877,411 shares of
common  stock outstanding (excluding 3,285,957 shares  of  common
stock held as treasury stock).

                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Company has
caused the undersigned, duly-authorized, to sign this Amendment
No. 1 to the report on its behalf of this 28th day of April,
2000.

                              LSB INDUSTRIES, INC.


                              By:
                                  /s/ Jack E. Golsen
                                 Jack E. Golsen
                                 Chairman of the Board and
                                 President
                                 (Principal Executive Officer)

                              By:
                                  /s/ Tony M. Shelby
                                 Tony M. Shelby
                                 Senior Vice President of Finance
                                 (Principal Financial Officer)

                              By:
                                  /s/ Jim D. Jones
                                 Jim D. Jones
                                 Vice President, Controller and
                                 Treasurer (Principal Accounting
                                 Officer)

     Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the undersigned have signed this report on
behalf of the Company, in the capacities and on the dates
indicated.

Dated:  April 28, 2000          By:
                                  /s/ Jack E. Golsen
                                 Jack E. Golsen, Director

Dated:  April 28, 2000          By:
                                  /s/ Tony M. Shelby
                                 Tony M. Shelby, Director

Dated:  April 28, 2000          By:
                                  /s/ David R. Goss
                                 David R. Goss, Director

Dated:  April 28, 2000          By:
                                  /s/ Barry H.Golsen
                                 Barry H. Golsen, Director

Dated:  April 28, 2000          By:
                                  /s/ Robert C. Brown
                                 Robert C. Brown, Director

Dated:  April 28, 2000          By:
                                  /s/ Bernard G. Ille
                                 Bernard G. Ille, Director

Dated:  April 28, 2000          By:
                                  /s/ Jerome D. Shaffer
                                 Jerome D. Shaffer, Director

Dated:  April 28, 2000          By:
                                  /s/ Raymond B. Ackerman
                                 Raymond B. Ackerman, Director

Dated:  April 28, 2000          By:
                                  /s/ Horace Rhodes
                                 Horace Rhodes, Director.

Dated:  April 28, 2000          By:
                                  /s/ Gerald G. Gagner
                                 Gerald J. Gagner, Director

Dated:  April 28, 2000          By:
                                  /s/ Donald W. Munson
                                 Donald W. Munson, Director

Dated:  April 28, 2000          By:
                                  /s/ Charles A. Burtch
                                 Charles A. Burtch, Director


                            PART III


Item 10.  Directors and Executive Officers of the Company

      Directors.  Certificate of Incorporation and By-laws of the
Company  provide for the division of the Board of Directors  into
three (3) classes, each class consisting as nearly as possible of
one-third  of  the whole.  The term of office  of  one  class  of
directors expires each year, with each class of directors elected
for  a  term of three (3) years and until the shareholders  elect
their qualified successors.

      The  Company's By-laws provide that the Board of Directors,
by  resolution from time to time, may fix the number of directors
that  shall constitute the whole Board of Directors.  The By-laws
presently provide that the number of directors may consist of not
less  than  three (3) nor more than twelve (12).   The  Board  of
Directors  currently  has set the number of directors  at  twelve
(12).

     The By-laws of the Company further provide that only persons
nominated  by or at the direction of: (i) the Board of  Directors
of  the  Company, or (ii) any stockholder of the Company entitled
to  vote  for  the election of the directors that  complies  with
certain  notice procedures, shall be eligible for election  as  a
director  of  the Company.  Any stockholder desiring to  nominate
any  person as a director of the Company must give written notice
to  the  Secretary  of  the  Company at the  Company's  principal
executive office not less than fifty (50) days prior to the  date
of  the  meeting of stockholders to elect directors;  except,  if
less than sixty (60) days' notice or prior disclosure of the date
of such meeting is given to the stockholders, then written notice
by  the  stockholder  must be received by the  Secretary  of  the
Company not later than the close of business on the tenth  (10th)
day  following the day on which such notice of the  date  of  the
meeting  was  mailed  or  such public disclosure  was  made.   In
addition, if the stockholder proposes to nominate any person, the
stockholder's  written  notice to the Company  must  provide  all
information relating to such person that the stockholder  desires
to  nominate that is required to be disclosed in solicitation  of
proxies  pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended.

       The   following  table  sets  forth  the  name,  principal
occupation,  age,  year in which the individual  first  became  a
director,  and year in which the director's term will expire  for
each nominee for election as a director at the Annual Meeting and
all  other  directors whose term will continue after  the  Annual
Meeting.   Certain  information with  respect  to  the  executive
officers  of  the Company is set forth under Item 4A  of  Part  I
hereof.

     Name and               First Became
Principal Occupation         A Director      Term Expires     Age

Raymond B. Ackerman (1)        1993               2002        77
Chairman Emeritus of Ackerman
McQueen, Inc.

Gerald G. Gagner (2)           1997               2000        64
President of Dragerton
Investments

Bernard G. Ille (3)            1971               2002        73
Investments

Donald W. Munson (4)           1997               2002        67
Consultant

Tony M. Shelby (5)             1971               2002        58
Senior Vice President of
Finance and Chief
Financial Officer of the
Company

Barry H. Golsen (6)            1981               2000        49
Vice Chairman of the
Board of Directors of
the Company and President
of the Climate Control
Business of the Company

David R. Goss (7)              1971               2000        59
Senior Vice President of
Operations of the Company

Jerome D. Shaffer, M.D. (8)    1969               2000        83
Investments

Robert C. Brown, M.D.   (9)    1969               2001        69
President of Northwest
Internal Medicine
Associates, Inc.

Jack E. Golsen (10)            1969               2001        71
President, Chief Executive
Officer and Chairman of
the Board of Directors of
the Company

Horace   G.   Rhodes   (11)    1996               2001        72
President/Managing Partner,
Kerr, Irvine, Rhodes
and Ables

Charles A. Burtch (12)         1999               2001        65
Investments


(1)  From  1972 until his retirement in 1992, Mr. Ackerman served
     as Chairman of the Board and President of Ackerman, McQueen,
     Inc.,  the  largest public relations firm in Oklahoma.   Mr.
     Ackerman  currently serves as Chairman Emeritus of Ackerman,
     McQueen,  Inc.  Mr. Ackerman retired as a Rear Admiral  from
     the  United  States  Naval  Reserves.   Mr.  Ackerman  is  a
     graduate  of Oklahoma City University, and in 1996,  he  was
     awarded   an   honorary   doctorate  from   Oklahoma   City,
     University.

(2)  Mr. Gagner, a resident of New Hope, Pennsylvania, served  as
     President,  Chief Executive Officer and director  of  USPCI,
     Inc.,  a  New  York Stock Exchange company involved  in  the
     waste  management industry, from 1984 until 1988, when USPCI
     was acquired by Union Pacific Corporation.  From 1988 to the
     present,  Mr. Gagner has been engaged as a private investor.
     Mr.  Gagner  has  served,  and  is  presently  serving,   as
     President  and  a  director of Dragerton Investments,  Inc.,
     which   developed  and  sold  one  of  the  world's  largest
     industrial waste landfills, and is presently general partner
     of   New   West   Investors,  L.P.,  which  has  investments
     principally in the financial service industry.   Mr.  Gagner
     is  also  a director of Automation Robotics, A.G., a  German
     corporation.  Mr. Gagner is also a director of  the  Ziegler
     Companies,  Inc.  Mr. Gagner has an engineering degree  from
     the University of Utah.


(3)  Mr. Ille served as President and Chief Executive Officer  of
     First  Life Assurance Company from May, 1988, until  it  was
     acquired  by another company in March, 1994.  For more  than
     five  (5) years prior to joining First Life, Mr. Ille served
     as President of United Founders Life Insurance Company.  Mr.
     Ille is a director of Landmark Land Company, Inc., which was
     parent  company  of  First Life. Mr. Ille is also a director
     for Quail Creek Bank, N.A.  Mr. Ille  is  currently  a private
     investor.   He  is  a  graduate  of  University  of Oklahoma.

(4)  Mr.  Munson  is a resident of England.  From January,  1988,
     until  his retirement in August, 1992, Mr. Munson served  as
     President  and Chief Operating Officer of Lennox Industries.
     Prior  to  his  election as President  and  Chief  Operating
     Officer of Lennox Industries, Mr. Munson served as Executive
     Vice  President  of Lennox Industries' Division  Operations,
     President  of Lennox Canada and Managing Director of  Lennox
     Industries'  European Operations.  Prior to  joining  Lennox
     Industries, Mr. Munson served in various capacities with the
     Howden  Group, a company located in England, and  The  Trane
     Company,  including  serving as  the  managing  director  of
     various companies within the Howden Group and Vice President
     Europe  for  The Trane Company.  Mr. Munson is  currently  a
     consultant  and  international distributor  for  the  Ducane
     Company, a manufacturer of certain types of residential  air
     conditioning,  air  furnaces and  other  equipment,  and  is
     serving as a member of the Board of Directors of Multi Clima
     SA,  a  French  manufacturer of air conditioning  -  heating
     equipment, which the Company has an option to acquire.   Mr.
     Munson  has  degrees in mechanical engineering and  business
     administration from the University of Minnesota.

(5)  Mr.  Shelby,  a certified public accountant, is Senior  Vice
     President  and  Chief Financial Officer of  the  Company,  a
     position  he  has held for a period in excess  of  five  (5)
     years.   Prior to becoming Senior Vice President  and  Chief
     Financial Officer of the Company, Mr. Shelby served as Chief
     Financial  Officer of a subsidiary of the  Company  and  was
     with   the  accounting  firm  of  Arthur  Young  &  Co.,   a
     predecessor  to  Ernst  & Young, L.L.P.   Mr.  Shelby  is  a
     graduate of Oklahoma City University.

(6)  Mr. Golsen, L.L.B., has served as Vice Chairman of the Board
     of  the  Company since August, 1994, and for more than  five
     (5)   years   has  been  the  President  of  the   Company's
     Environmental  Control Business.  Mr. Golsen  has  both  his
     undergraduate  and  law  degrees  from  the  University   of
     Oklahoma.

(7)  Mr.  Goss,  a certified public accountant, is a Senior  Vice
     President  -  Operations of the Company and  has  served  in
     substantially the same capacity for a period  in  excess  of
     five   (5)  years.   Mr.  Goss  is  a  graduate  of  Rutgers
     University.

(8)  Dr.  Shaffer, a director of the Company since its inception,
     is  currently a private investor.  He practiced medicine for
     many  years until his retirement in 1987.  Dr. Shaffer is  a
     graduate  of Penn State University and received his  medical
     degree from Jefferson Medical College.

(9)  Dr.  Brown has practiced medicine for many years and is Vice
     President  and  Treasurer of Plaza Medical Group,  P.C.  Dr.
     Brown  is  a  graduate of Tufts University and received  his
     medical degree from Tufts University.

(10) Mr. Golsen, founder of the Company, is Chairman of the Board
     and President of the Company and has served in that capacity
     since  the  inception of the Company in 1969.  During  1996,
     Mr.  Golsen  was  inducted into the  Oklahoma  Commerce  and
     Industry  Hall  of  Honor  as  one  of  Oklahoma's   leading
     industrialists.  Mr. Golsen has a degree from the University
     of New Mexico in Biochemistry.

(11) Mr.  Rhodes is the managing partner of the law firm of Kerr,
     Irvine,  Rhodes & Ables and has served in such capacity  and
     has  practiced law for a period in excess of five (5) years.
     Since  1972,  Mr.  Rhodes  has  served  as  Executive   Vice
     President  and  General  Counsel  for  the  Association   of
     Oklahoma Life Insurance Companies and since 1982 has  served
     as  Executive  Vice President and General  Counsel  for  the
     Oklahoma  Life  and  Health Insurance Guaranty  Association.
     Mr.  Rhodes received his undergraduate and law degrees  from
     the University of Oklahoma.

(12) Mr.  Burtch was formerly Executive Vice-President  and  West
     Division Manager of BankAmerica, where he managed BankAmerica's
     asset-based lending division for the western third of the United
     States.  Mr. Burtch worked in the finance field for more than
     thirty-five  (35) years.  He is a graduate of Arizona  State
     University.

     Family Relationships.  Jack E. Golsen is the father of Barry
H.  Golsen and the brother-in-law of Robert C. Brown, M.D. Robert
C. Brown, M.D. is the uncle of Barry H. Golsen.

      Section  16(a)  Beneficial Ownership Reporting  Compliance.
Based  solely on a review of copies of the Forms 3, 4 and  5  and
amendments thereto furnished to the Company with respect to 1999,
or  written representations that no such reports were required to
be filed with the Securities and Exchange Commission, the Company
believes  that  during 1999 all directors  and  officers  of  the
Company  and beneficial owners of more than ten percent (10%)  of
any class of equity securities of the Company registered pursuant
to  Section 12 of the Exchange Act filed their required Forms  3,
4,  or 5, as required by Section 16(a) of the Securities Exchange
Act  of  1934,  as  amended, on a timely  basis,  except  Messrs.
Ackerman filed one Form 4 inadvertently late to report one  grant
of Company stock in lieu of director's fees.

Item 11.  Executive Compensation.

      The  following table shows the aggregate cash  compensation
which  the  Company and its subsidiaries paid or accrued  to  the
Chief  Executive  Officer and each of the  other  four  (4)  most
highly-paid executive officers of the Company (which includes the
Vice  Chairman of the Board who also serves as President  of  the
Company's  Climate  Control Business).  The table  includes  cash
distributed  for  services rendered during 1999,  plus  any  cash
distributed  during 1999 for services rendered in a  prior  year,
less any amount relating to those services previously included in
the cash compensation table for a prior year.

                           Summary Compensation Table

                                                  Long-term
                                                   Compen-
                                                   sation
                          Annual Compensation      Awards

                                           Other                     All
                                           Annual      Securities   Other
                                           Compen-     Underlying  Compen-
Name  and             Salary     Bonus     sation         Stock    sation
Position        Year    ($)      ($)(1)    ($)(2)        Options     ($)

Jack E. Golsen, 1999  477,400        -         -        265,000       -
Chairman  of    1998  477,400        -         -              -       -
the Board,      1997  470,450        -         -              -       -
President and
Chief Executive Officer


Barry H. Golsen,1999  226,600        -         -        155,000       -
Vice Chairman   1998  226,600        -         -              -       -
of the Board of 1997  223,300        -         -              -       -
Directors and
President of the
Climate Control Business

David R. Goss,  1999  190,500        -         -        100,000       -
Senior Vice     1998  190,500        -         -              -       -
President -     1997  187,750        -         -              -       -
Operations

Tony M. Shelby, 1999  190,500        -         -        100,000       -
Senior Vice     1998  190,500        -         -              -       -
President/Chief 1997  187,750        -         -              -       -
Financial Officer

David M. Shear, 1999  165,000        -         -        100,000       -
Vice President/ 1998  165,000        -         -              -       -
General Counsel 1997  162,500        -         -              -       -

      (1)  Bonuses are for services rendered for the prior fiscal
year.  No bonuses were paid to the above-named executive officers
for  1997, 1998, or 1999 performance are to be paid to the above-
named executive officers.

      (2)   Does  not  include  perquisites  and  other  personal
benefits, securities or property for the named executive  officer
in any year if the aggregate amount of such compensation for such
year does not exceed the lesser of $50,000 or 10% of the total of
annual  salary and bonus reported for the named executive officer
for such year.


     Option Grants in  1999. The following table sets forth information
relating to individual grants of stock options made to each of the named
executive officers in the above Summary Compensation Table during the last
fiscal year.

                      Individual Grants

Name           Number of    % of     Exercise  Expirati      Potential
               Shares of    Total     Price     on Date  Realizable Value
                 Common    Options    ($/sh)                at Assumed
                 Stock     Granted                        Annual Rates of
               underlying  Employe                          Stock Price
                Options     es in                        Appreciation for
                Granted     1999                          Option Term (2)
                (#) (1)                                   5% ($)      10%

Jack E.         265,000     15.3      1.375     7-7-04    58,393   169,106
Golsen
Barry H.        155,000      9.0      1.375     7-7-04    34,155    98,911
Golsen
David R.        100,000      5.8       1.25     7-7-09    78,612   199,218
Goss
Tony M.         100,000      5.8       1.25     7-7-09    78,612   199,218
Shelby
David M.        100,000      5.8       1.25     7-7-09    78,612   199,218
Shear

(1)  The  Company has adopted a 1981 Incentive Stock Option Plan (the  1981
     plan),  a  1986  Incentive Stock Option Plan (the 1986 plan),  a  1993
     Incentive  Stock  Option Plan (the 1993 plan), and  a  1998  Incentive
     Stock Option Plan (the 1998 plan).  The 1981 plan, the 1986 plan,  the
     1993 plan, and the 1998 plan are collectively designated as the Plans.
     The  Plans provide that the Company may grant options under the  Plans
     to  key  salaried employees of the Company.  The option price for  all
     options  granted under the Plans cannot equal less than 100% (or  110%
     for  persons  possessing  more than 10% of the  voting  stock  of  the
     Company) of the market value of the Company's Common Stock on the date
     of  the  grant.  The Company could grant options under the  1981  Plan
     until November 30, 1991, until April 10, 1996 under the 1986 Plan, and
     can  grant options until August 5, 2003 under the 1993 Plan, and until
     August  13, 2008 under the 1998 Plan.  The holder of an option granted
     under the Plans may not exercise the option after ten (10) years  from
     the  date  of  grant  of  the option (or five (5)  years  for  persons
     possessing  more  than 10% of the voting stock of the  Company).   The
     options  become exercisable approximately 20% after one year from  the
     date  of  the grant, an additional 20% after two years, an  additional
     30% after three years, and the remaining 30% after four years.

(2)  The  potential realizable value of each grant of options assumes  that
     the  market price of the Company's Common Stock appreciates  in  value
     from the date of grant to the end of the option term at the annualized
     rates shown above each column.  The actual value that an executive may
     realize,  if any, will depend on the amount by which the market  price
     of  the  Company's  Common Stock at the time of exercise  exceeds  the
     exercise price of the option.  As of April 7, 2000, the closing  price
     of  a  share of the Company's Common Stock as quoted on the  Over-the-
     Counter  Bulletin  Board was $.718.  There is no  assurance  that  any
     executive will receive the amounts estimated in this table.


               Aggregated Option Exercises in 1999
               and Fiscal Year End Option Values.

     The following table sets forth information concerning each
exercise of stock options by each of the named executive officers
during the last fiscal year and the year-end value of unexercised
options:

                                      Number of         Value
                                      Securities    of Unexercised
                                      Underlying     In-the-Money
                                      Unexercised     Options at
                                      Options at   Fiscal Year End
                                      FY End (#)(2)     ($) (2)(3)
                 Shares
                Acquired      Value
               on Exercise  Realized  Exercisable/   Exercisable/
     Name        (#)(1)        ($)    Unexercisable  Unexercisable

Jack E. Golsen      -            -       70,000/              -/
                                        295,000 (4)        8,215
Barry H. Golsen     -            -       73,500/              -/
                                        185,000 (5)        4,805
David R. Goss       -            -       70,500/             93/
                                        124,000 (6)       15,600
Tony M. Shelby      -            -       70,500/             93/
                                        124,000 (6)       15,600
David M. Shear      -            -       67,800/             93/
                                        118,000 (6)       15,600


       (1)    The   named   executive  officer   did   not   exercise   any
Company stock options in 1999.

       (2)   The  incentive  stock  options  granted  under  the  Company's
stock   option   plans  become  exercisable  20%  after   one   year   from
date   of   grant,  an  additional  20%  after  two  years,  an  additional
30% after three years, and the remaining 30% after four years.

       (3)    The   values  are  based  on  the  difference   between   the
price   of   the   Company's   Common   Stock   on   the   Over-the-Counter
Bulletin  Board  at  the  close  of  trading  on  December  31,   1999   of
$1.406   per   share   and  the  exercise  price  of  such   option.    The
actual   value   realized   by   a   named   executive   officer   on   the
exercise   of   these  options  depends  on  the  market   value   of   the
Company's Common Stock on the date of exercise.

       (4)    The  amounts  shown  include  a  non-qualified  stock  option
covering    176,500   shares   of   Common   Stock   which   is   currently
unexercisable.

       (5)    The  amounts  shown  include  a  non-qualified  stock  option
covering    55,000   shares   of   Common   Stock   which   is    currently
unexercisable.

       (6)    The  amounts  shown  include  a  non-qualified  stock  option
covering    35,000   shares   of   Common   Stock   which   is    currently
unexercisable.

       Other   Plans.    The  Board  of  Directors  has  adopted   an   LSB
Industries,   Inc.,   Employee  Savings  Plan  (the  "401(k)   Plan")   for
the   employees   (including  executive  officers)  of  the   Company   and
its    subsidiaries,   excluding   certain   (but   not   all)    employees
covered   under  union  agreements.   The  401(k)  Plan  is   an   employee
contribution   plan,  and  the  Company  and  its  subsidiaries   make   no
contributions   to   the  401(k)  Plan.   The  amount  that   an   employee
may  contribute  to  the  401(k)  Plan  equals  a  certain  percentage   of
the   employee's   compensation,  with  the   percentage   based   on   the
employee's   income   and  certain  other  criteria   as   required   under
Section   401(k)   of   the  Internal  Revenue  Code.    The   Company   or
subsidiary   deducts   the  amounts  contributed   to   the   401(k)   Plan
from   the   employee's  compensation  each  pay  period,   in   accordance
with   the   employee's  instructions,  and  pays  the  amount   into   the
401(k)   Plan   for  the  employee's  benefit.   The  Summary  Compensation
Table    set   forth   above   includes   any   amount   contributed    and
deferred  during  the  1997,  1998,  and  1999  fiscal  years  pursuant  to
the 401(k) Plan by the named executive officers of the Company.

       The   Company   has   a   death  benefit  plan   for   certain   key
employees.   Under   the   plan,   the   designated   beneficiary   of   an
employee  covered  by  the  plan  will receive  a  monthly  benefit  for  a
period   of   ten   (10)  years  if  the  employee  dies   while   in   the
employment   of   the   Company  or  a  wholly-owned  subsidiary   of   the
Company.    The  agreement  with  each  employee  provides,   in   addition
to   being  subject  to  other  terms  and  conditions  set  forth  in  the
agreement,  that  the  Company  may  terminate  the  agreement  as  to  any
employee   at   anytime  prior  to  the  employee's  death.   The   Company
has  purchased  life  insurance  on  the  life  of  each  employee  covered
under  the  plan  to  provide,  in  large  part,  a  source  of  funds  for
the   Company's  obligations  under  the  Plan.   The  Company  also   will
fund  a  portion  of  the  benefits  by  investing  the  proceeds  of  such
insurance   policy   received   by  the   Company   upon   the   employee's
death.    The   Company   is  the  owner  and  sole  beneficiary   of   the
insurance   policy,  with  the  proceeds  payable  to  the   Company   upon
the   death   of  the  employee.   The  following  table  sets  forth   the
amounts   of   annual  benefits  payable  to  the  designated   beneficiary
or   beneficiaries  of  the  executive  officers  named  in   the   Summary
Compensation    Table   set   forth   above   under   the   above-described
death benefits plan.

                                     Amount of
          Name of Individual       Annual Payment

          Jack E. Golsen             $175,000
          Barry H. Golsen            $ 30,000
          David R. Goss              $ 35,000
          Tony M. Shelby             $ 35,000
          David M. Shear             $    N/A

       In   addition  to  the  above-described  plans,  during   1991   the
Company   entered  into  a  non-qualified  arrangement  with  certain   key
employees    of   the   Company   and   its   subsidiaries    to    provide
compensation   to   such   individuals  in  the   event   that   they   are
employed  by  the  Company  or a subsidiary  of  the  Company  at  age  65.
Under  the  plan,  the  employee  will  be  eligible  to  receive  for  the
life  of  such  employee,  a  designated  benefit  as  set  forth  in   the
plan.   In  addition,  if  prior  to attaining  the  age  65  the  employee
dies   while  in  the  employment  of  the  Company  or  a  subsidiary   of
the   Company,   the   designated  beneficiary   of   the   employee   will
receive   a  monthly  benefit  for  a  period  of  ten  (10)  years.    The
agreement   with   each   employee   provides,   in   addition   to   being
subject  to  other  terms  and  conditions  set  forth  in  the  agreement,
that   the   Company  may  terminate  the  agreement  as  to  any  employee
at   any   time   prior  to  the  employee's  death.    The   Company   has
purchased   insurance   on  the  life  of  each  employee   covered   under
the  plan  where  the  Company  is  the  owner  and  sole  beneficiary   of
the  insurance  policy,  with  the  proceeds  payable  to  the  Company  to
provide  a  source  of  funds  for  the  Company's  obligations  under  the
plan.    The   Company  may  also  fund  a  portion  of  the  benefits   by
investing   the   proceeds   of  such  insurance   policies.    Under   the
terms  of  the  plan,  if  the  employee  becomes  disabled  while  in  the
employment   of   the   Company  or  a  wholly-owned  subsidiary   of   the
Company,  the  employee  may  request  the  Company  to  cash-in  any  life
insurance   on   the  life  of  such  employee  purchased   to   fund   the
Company's   obligations  under  the  plan.   Jack  E.   Golsen   does   not
participate   in   the   plan.   The  following  table   sets   forth   the
amounts   of   annual   benefits  payable   to   the   executive   officers
named   in   the   Summary  Compensation  Table  set  forth   above   under
such retirement plan.

                                     Amount of
     Name of Individual            Annual Payment
     Barry H. Golsen                  $17,480
     David R. Goss                    $17,403
     Tony M. Shelby                   $15,605
     David M. Shear                   $17,822

       Compensation  of  Directors.   In  1999,  the  Company   compensated
seven   non-management  directors  in  the  amount  of  $4,500   each   and
one   non-management  director  in  the  amount  of  approximately   $2,900
for   their   services.   The  non-management  directors  of  the   Company
also   received  $500  for  every  meeting  of  the  Board   of   Directors
attended    during   1999.    The   following   members   of   the    Audit
Committee,    consisting   of   Messrs.   Rhodes,    Ille,    Brown,    and
Shaffer,   received   an  additional  $20,000  each  for   their   services
in   1999.    Each   member   of   the  Public  Relations   and   Marketing
Committee,   consisting   of  Messrs.  Ille  and  Ackerman,   received   an
additional   $20,000  and  $15,000  and  4,000  shares  of  the   Company's
common   stock,   respectively,  for  his   services   in   1999.    During
1997,   the   Board  of  Directors  established  a  special  committee   of
the   Board   of   Directors   for  European  business   development   (the
"European   Operations   Committee")  and   elected   Mr.   Munson   as   a
member   of   that   committee.   During  1999,   Mr.   Munson   was   paid
approximately     $42,100    for   his    services    on    the    European
Operations Committee.

       In   September,   1993,   the  Company   adopted   the   1993   Non-
Employee    Director    Stock   Option   Plan   (the   "Outside    Director
Plan").    The  Outside  Director  Plan  authorizes  the  grant   of   non-
qualified  stock  options  to  each  member  of  the  Company's  Board   of
Directors  who  is  not  an  officer or employee  of  the  Company  or  its
subsidiaries.   The  maximum  shares  for  which  options  may  be   issued
under   the   Outside  Director  Plan  will  be  150,000  shares   (subject
to   adjustment   as   provided  in  the  Outside  Director   Plan).    The
Company   shall   automatically  grant  to   each   outside   director   an
option   to  acquire  5,000  shares  of  the  Company's  Common  Stock   on
April  30  following  the  end  of  each  of  the  Company's  fiscal  years
in  which  the  Company  realizes  net  income  of  $9.2  million  or  more
for   such  fiscal  year.   The  exercise  price  for  an  option   granted
under  the  Outside  Director  Plan shall  be  the  fair  market  value  of
the   shares   of  Common  Stock  at  the  time  the  option  is   granted.
Each   option   granted   under  the  Outside   Director   Plan,   to   the
extent   not   exercised,  shall  terminate  upon  the   earlier   of   the
termination  of  the  outside  director  as  a  member  of  the   Company's
Board   of   Directors  or  the  fifth  anniversary  of   the   date   such
option  was  granted.   The  Company  did  not  grant  options  under   the
Outside Director Plan in April, 1997, 1998, and 1999.

       During   July,   1999,  each  of  the  outside  directors   of   the
Company   (Messrs.   Ackerman,  Brown,  Burtch,   Gagner,   Ille,   Munson,
Rhodes   and  Shaffer)  was  granted  a  non-qualified  stock  option   for
the   purchase   of   up   to  15,000  shares  of  Common   Stock   at   an
exercise   price  of  $1.25  per  share,  which  was  the   closing   price
for   the   Company's  Common  Stock  as  quoted  on  the  Over-the-Counter
Bulletin   Board   as   of   the  date  of  grant.    These   non-qualified
options  terminate  at  the  earlier  of  (i)  five  years  from  the  date
of  grant  or  (ii)  upon  an optionee ceasing to  be  a  director  of  the
Company   and   are   exercisable,  in  whole  or  in  part,   at   anytime
after  six  months  from  the  date  of  grant  prior  to  termination   of
the options.

        Employment   Contracts   and   Termination   of   Employment    and
Change in Control Arrangements.

a)   Termination of Employment and Change in Control Agreements.
     The   Company  has  entered  into  severance  agreements   with   Jack
     E.   Golsen,  Barry  H.  Golsen,  Tony  M.  Shelby,  David  R.   Goss,
     David   M.   Shear,  and  certain  other  officers  of   the   Company
     and subsidiaries of the Company.

     Each   severance   agreement  provides  (among  other   things)   that
     if,  within  twenty-four  (24)  months  after  the  occurrence  of   a
     change   in   control  (as  defined)  of  the  Company,  the   Company
     terminates  the  officer's  employment  other  than  for   cause   (as
     defined),   or  the  officer  terminates  his  employment   for   good
     reason   (as   defined),  the  Company  must  pay   the   officer   an
     amount   equal   to   2.9  times  the  officer's   base   amount   (as
     defined).    The  phrase  "base  amount"  means  the  average   annual
     gross   compensation  paid  by  the  Company  to   the   officer   and
     includable   in   the  officer's  gross  income  during   the   period
     consisting    of    the   most   recent   five   (5)    year    period
     immediately   preceding  the  change  in  control.   If  the   officer
     has  been  employed  by  the  Company  for  less  than  5  years,  the
     base   amount   is  calculated  with  respect  to  the   most   recent
     number   of  taxable  years  ending  before  the  change  in   control
     that the officer worked for the Company.

     The   severance  agreements  provide  that  a  "change   in   control"
     means   a  change  in  control  of  the  Company  of  a  nature   that
     would   require  the  filing  of  a  Form  8-K  with  the   Securities
     and   Exchange  Commission  and,  in  any  event,  would  mean   when:
     (1)   any   individual,  firm,  corporation,  entity,  or  group   (as
     defined   in   Section  13(d)(3)  of  the  Securities   Exchange   Act
     of   1934,   as  amended)  becomes  the  beneficial  owner,   directly
     or   indirectly,   of   thirty  percent   (30%)   or   more   of   the
     combined   voting   power   of   the  Company's   outstanding   voting
     securities   having   the  right  to  vote   for   the   election   of
     directors,   except   acquisitions  by:    (a)   any   person,   firm,
     corporation,  entity,  or  group  which,  as  of  the  date   of   the
     severance   agreement,   has   that  ownership,   or   (b)   Jack   E.
     Golsen,   his   wife;   his   children  and   the   spouses   of   his
     children;   his   estate;   executor   or   administrator    of    any
     estate,   guardian  or  custodian  for  Jack  E.  Golsen,  his   wife,
     his    children,    or    the   spouses   of   his    children,    any
     corporation,   trust,   partnership,  or   other   entity   of   which
     Jack   E.  Golsen,  his  wife,  children,  or  the  spouses   of   his
     children    own    at   least   eighty   percent    (80%)    of    the
     outstanding   beneficial   voting  or   equity   interests,   directly
     or   indirectly,   either  by  any  one  or   more   of   the   above-
     described    persons,    entities,    or    estates;    and    certain
     affiliates    and   associates   of   any   of   the   above-described
     persons,   entities,   or  estates;  (2)  individuals   who,   as   of
     the  date  of  the  severance  agreement,  constitute  the  Board   of
     Directors   of   the   Company  (the  "Incumbent   Board")   and   who
     cease   for  any  reason  to  constitute  a  majority  of  the   Board
     of   Directors   except   that   any  person   becoming   a   director
     subsequent   to   the   date   of  the  severance   agreement,   whose
     election   or   nomination   for   election   is   approved    by    a
     majority    of    the   Incumbent   Board   (with   certain    limited
     exceptions),    will   constitute   a   member   of   the    Incumbent
     Board;    or   (3)   the   sale   by   the   Company   of    all    or
     substantially all of its assets.

     Except   for  the  severance  agreement  with  Jack  E.  Golsen,   the
     termination   of  an  officer's  employment  with  the  Company   "for
     cause"   means   termination  because   of:    (a)   the   mental   or
     physical   disability  from  performing  the  officer's   duties   for
     a  period  of  one  hundred  twenty  (120)  consecutive  days  or  one
     hundred   eighty   days  (even  though  not  consecutive)   within   a
     three   hundred  sixty  (360)  day  period;  (b)  the  conviction   of
     a   felony;   (c)   the  embezzlement  by  the  officer   of   Company
     assets   resulting   in  substantial  personal   enrichment   of   the
     officer   at   the  expense  of  the  Company;  or  (d)  the   willful
     failure   (when  not  mentally  or  physically  disabled)  to   follow
     a   direct  written  order  from  the  Company's  Board  of  Directors
     within    the    reasonable   scope   of    the    officer's    duties
     performed   during   the  sixty  (60)  day   period   prior   to   the
     change   in   control.   The  definition  of  "Cause"   contained   in
     the    severance    agreement    with    Jack    E.    Golsen    means
     termination  because  of:  (a)  the  conviction  of  Mr.   Golsen   of
     a   felony   involving  moral  turpitude  after   all   appeals   have
     been   completed;   or   (b)   if  due  to   Mr.   Golsen's   serious,
     willful,   gross   misconduct  or  willful,  gross  neglect   of   his
     duties   has   resulted  in  material  damages  to  the  Company   and
     its   subsidiaries,   taken  as  a  whole,  provided   that   (i)   no
     action   or   failure  to  act  by  Mr.  Golsen  will   constitute   a
     reason   for   termination  if  he  believed,  in  good  faith,   that
     such   action  or  failure  to  act  was  in  the  Company's  or   its
     subsidiaries'   best  interest,  and  (ii)  failure  of   Mr.   Golsen
     to   perform  his  duties  hereunder  due  to  disability  shall   not
     be   considered   willful,   gross  misconduct   or   willful,   gross
     negligence of his duties for any purpose.

     The   termination  of  an  officer's  employment  with   the   Company
     for   "good   reason"   means   termination   because   of   (a)   the
     assignment   to   the   officer  of  duties  inconsistent   with   the
     officer's    position,   authority,   duties,   or    responsibilities
     during   the   sixty  (60)  day  period  immediately   preceding   the
     change   in  control  of  the  Company  or  any  other  action   which
     results    in   the   diminishment   of   those   duties,    position,
     authority,   or   responsibilities;  (b)   the   relocation   of   the
     officer;  (c)  any  purported  termination  by  the  Company  of   the
     officer's   employment   with   the   Company   otherwise   than    as
     permitted  by  the  severance  agreement;  or  (d)  in  the  event  of
     a   change   in   control  of  the  Company,  the   failure   of   the
     successor   or  parent  company  to  agree,  in  form  and   substance
     satisfactory   to  the  officer,  to  assume  (as  to   a   successor)
     or   guarantee  (as  to  a  parent)  the  severance  agreement  as  if
     no change in control had occurred.

     Except  for  the  severance  agreement  with  Jack  E.  Golsen,   each
     severance   agreement   runs  until  the  earlier   of:    (a)   three
     years  after  the  date  of  the  severance  agreement,  or  (b)   the
     officer's   normal   retirement  date  from  the   Company;   however,
     beginning    on    the    first   anniversary   of    the    severance
     agreement   and   on   each   annual   anniversary   thereafter,   the
     term   of  the  severance  agreement  automatically  extends  for   an
     additional   one-year   period,  unless  the  Company   gives   notice
     otherwise   at  least  sixty  (60)  days  prior  to  the   anniversary
     date.    The   severance   agreement   with   Jack   E.   Golsen    is
     effective  for  a  period  of  three  (3)  years  from  the  date   of
     the   severance  agreement;  except  that,  commencing  on  the   date
     one   (1)  year  after  the  date  of  such  severance  agreement  and
     on   each   annual   anniversary  thereafter,   the   term   of   such
     severance  agreement  shall  be  automatically  extended  so   as   to
     terminate  three  (3)  years  from  such  renewal  date,  unless   the
     Company   gives  notices  otherwise  at  least  one  (1)  year   prior
     to the renewal date.

(b)  Employment   Agreement.    In   March  1996,   the   Company   entered
     into   an   employment   agreement   with   Jack   E.   Golsen.    The
     employment   agreement  requires  the  Company  to  employ   Jack   E.
     Golsen  as  an  executive  officer  of  the  Company  for  an  initial
     term   of   three  (3)  years  and  provides  for  two  (2)  automatic
     renewals  of  three  (3)  years  each  unless  terminated  by   either
     party  by  the  giving  of  written  notice  at  least  one  (1)  year
     prior   to   the   end  of  the  initial  or  first  renewal   period,
     whichever   is   applicable.  Under  the  terms  of  such   employment
     agreement,   Mr.   Golsen   shall  be  paid   (i)   an   annual   base
     salary  at  his  1995  base  rate,  as  adjusted  from  time  to  time
     by   the   Compensation   Committee,   but   such   shall   never   be
     adjusted   to   an   amount   less  than  Mr.   Golsen's   1995   base
     salary,   (ii)  an  annual  bonus  in  an  amount  as  determined   by
     the    Compensation   Committee,   and   (iii)   receive   from    the
     Company    certain    other   fringe   benefits.     The    employment
     agreement   provides  that  Mr.  Golsen's  employment   may   not   be
     terminated,   except  (i)  upon  conviction  of  a  felony   involving
     moral   turpitude   after  all  appeals  have  been  exhausted,   (ii)
     Mr.   Golsen's   serious,  willful,  gross  misconduct   or   willful,
     gross   negligence   of  duties  resulting  in  material   damage   to
     the   Company   and  its  subsidiaries,  taken  as  a  whole,   unless
     Mr.   Golsen   believed,  in  good  faith,   that   such   action   or
     failure   to   act   was  in  the  Company's  or   its   subsidiaries'
     best    interest,   and   (iii)   Mr.   Golsen's   death;    provided,
     however,   no   such  termination  under  (i)  or   (ii)   above   may
     occur    unless    and   until   the   Company   has   delivered    to
     Mr.   Golsen  a  resolution  duly  adopted  by  an  affirmative   vote
     of   three-fourths  of  the  entire  membership  of   the   Board   of
     Directors    at   a   meeting   called   for   such   purpose    after
     reasonable   notice   given   to   Mr.   Golsen   finding,   in   good
     faith,   that   Mr.   Golsen  violated  (i)   or   (ii)   above.    If
     Mr.   Golsen's   employment   is  terminated   in   breach   of   this
     Agreement,   then   he  shall,  in  addition  to  his   other   rights
     and    remedies,   receive   and   the   Company    shall    pay    to
     Mr.  Golsen  (i)  in  a  lump  sum  cash  payment,  on  the  date   of
     termination,   a   sum   equal  to  the   amount   of   Mr.   Golsen's
     annual   base  salary  at  the  time  of  such  termination  and   the
     amount   of  the  last  bonus  paid  to  Mr.  Golsen  prior  to   such
     termination   times   (a)   the  number  of  years   remaining   under
     the   employment  agreement  or  (b)  four  (4)  if  such  termination
     occurs   during   the  last  twelve  (12)  months   of   the   initial
     period   or   the   first  renewal  period,  and   (ii)   provide   to
     Mr.   Golsen  all  of  the  fringe  benefits  that  the  Company   was
     obligated    to    provide   during   his   employment    under    the
     employment   agreement  for  the  remainder  of  the   term   of   the
     employment   agreement,  or,  if  terminated  at   any   time   during
     the   last  twelve  (12)  months  of  the  initial  period  or   first
     renewal   period,  then  during  the  remainder  of   the   term   and
     the next renewal period.

      If  there  is  a  change  in  control (as defined  in  the  severance
agreement   between  Mr.  Golsen  and  the  Company)  and  within   twenty-
four   (24)   months   after  such  change  in  control   Mr.   Golsen   is
terminated,   other   than  for  Cause  (as  defined   in   the   severance
agreement),   then   in  such  event,  the  severance   agreement   between
Mr. Golsen and the Company shall be controlling.

      In  the  event  Mr.  Golsen  becomes disabled  and  is  not  able  to
perform   his   duties  under  the  employment  agreement   as   a   result
thereof  for  a  period  of  twelve  (12)  consecutive  months  within  any
two   (2)  year  period,  the  Company  shall  pay  Mr.  Golsen  his   full
salary   for  the  remainder  of  the  term  of  the  employment  agreement
and   thereafter   sixty   percent  (60%)  of   such   salary   until   Mr.
Golsen's death.

     Compensation Committee Interlocks and Insider Participation.
       The   Company's   Executive   Salary  Review   Committee   has   the
authority  to  set  the  compensation  of  all  officers  of  the  Company.
This     Committee     generally     considers     and     approves     the
recommendations   of  the  President.   The  members   of   the   Executive
Salary     Review    Committee    are    the    following    non-management
directors:    Robert  C.  Brown,  M.D.,  Jerome  D.  Shaffer,   M.D.,   and
Bernard G. Ille.

       See   "Compensation   of   Directors"  for  information   concerning
compensation   paid   and   options  granted  to   non-employee   directors
of   the   Company  during  1999  for  services  as  a  director   to   the
Company.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

        Security    Ownership   of   Certain   Beneficial    Owners.    The
following   table   shows   the  total  number  and   percentage   of   the
outstanding   shares   of   the   Company's   voting   Common   Stock   and
voting   Preferred   Stock  beneficially  owned  as   of   the   close   of
business  on  April  7,  2000,  with  respect  to  each  person  (including
any  "group"  as  used  in  Section  13(d)(3)  of  the  Securities  Act  of
1934,   as   amended)   that   the  Company  knows   to   have   beneficial
ownership  of  more  than  five  percent  (5%)  of  the  Company's   voting
Common   Stock  and  voting  Preferred  Stock.   A  person  is  deemed   to
be  the   beneficial  owner  of  voting  shares  of  Common  Stock  of  the
Company  which  he  or  she  could  acquire  within  sixty  (60)  days   of
April 29, 2000.

       Because   of  the  requirements  of  the  Securities  and   Exchange
Commission  as  to  the  method  of  determining  the  amount   of   shares
an   individual   or  entity  may  beneficially  own,  the  amounts   shown
below   for   an   individual   or   entity   may   include   shares   also
considered beneficially owned by others.



                                               Amounts
Name and Address               Title          of Shares         Percent
      of                        of           Beneficially         of
Beneficial Owner               Class           Owned(1)          Class

Jack E. Golsen and            Common       4,243,668 (3)(5)(6)     33.2%
members of his family (2)  Voting Preferred   20,000 (4)(6)        92.7%

Riverside Capital
Advisors, Inc. (7)            Common       1,467,397 (7)           11.0%

Ryback Management
Corporation                   Common       1,835,063 (8)           13.4%

Dimensional Fund
Advisors, Inc.                Common         686,000 (9)            5.8%

Jayhawk Capital
Management, LLC               Common       1,016,300(10)            8.6%
______________________________________

       (1)    The   Company  based  the  information,   with   respect   to
beneficial   ownership,  on  information  furnished  by   the   above-named
individuals   or   entities  or  contained  in  filings   made   with   the
Securities and Exchange Commission or the Company's records.

       (2)    Includes  Jack  E.  Golsen  and  the  following  members   of
his   family:    wife,  Sylvia  H.  Golsen;  son,  Barry   H.   Golsen   (a
Director,   Vice  Chairman  of  the  Board  of  Directors,  and   President
of   the  Climate  Control  Business  of  the  Company);  son,  Steven   J.
Golsen    (Executive    officer   of   several    subsidiaries    of    the
Company);  and  daughter,  Linda  F.  Rappaport.   The  address   of   Jack
E.   Golsen,   Sylvia   H.   Golsen,  Barry  H.  Golsen,   and   Linda   F.
Rappaport    is    16   South   Pennsylvania   Avenue,    Oklahoma    City,
Oklahoma  73107;   and  Steven  J.  Golsen's  address  is  7300   SW   44th
Street, Oklahoma City, Oklahoma  73179.

       (3)    Includes  (a)  the  following  shares  over  which  Jack   E.
Golsen   ("J.   Golsen")  has  the  sole  voting  and  dispositive   power:
(i)  109,028  shares  that  he  owns of  record,  (ii)  4,000  shares  that
he  has  the  right  to  acquire  upon conversion  of  a  promissory  note,
(iii)   133,333  shares  that  he  has  the  right  to  acquire  upon   the
conversion   of   4,000   shares   of   the   Company's   Series   B    12%
Cumulative   Convertible  Preferred  Stock  (the  "Series   B   Preferred")
owned  of  record  by  him,  (iv) 10,000 shares  owned  of  record  by  the
MG  Trust,  of  which  he  is  the  sole trustee,  and  (v)  70,000  shares
that  he  has  the  right  to  acquire within  the  next  sixty  (60)  days
under   the   Company's   stock   option  plans;   (b)   1,052,250   shares
owned   of   record  by  Sylvia  H.  Golsen,  over  which   she   and   her
husband,   J.   Golsen   share   voting   and   dispositive   power;    (c)
246,616   shares  over  which  Barry  H.  Golsen  ("B.  Golsen")  has   the
sole  voting  and  dispositive  power,  533  shares  owned  of  record   by
B.  Golsen's  wife,  over  which  he  shares  the  voting  and  dispositive
power,  and  75,000  shares  that  he  has  the  right  to  acquire  within
the   next  sixty  (60)  days  under  the  Company's  stock  option  plans;
(d)   206,987  shares  over  which  Steven  J.  Golsen  ("S.  Golsen")  has
the   sole  voting  and  dispositive  power  and  61,000  shares  that   he
has   the  right  to  acquire  within  the  next  sixty  (60)  days   under
the   Company's   stock   option  plans;  (e)  222,460   shares   held   in
trust  for  the  grandchildren  of  J.  Golsen  and  Sylvia  H.  Golsen  of
which    B.    Golsen,   S.   Golsen   and   Linda   F.   Rappaport    ("L.
Rappaport")   jointly   or   individually   are   trustees;   (f)    82,552
shares   owned  of  record  by  L.  Rappaport,  over  which  L.   Rappaport
has   the   sole  voting  and  dispositive  power;  (g)  1,336,799   shares
owned   of   record  by  SBL  Corporation  ("SBL"),  39,177   shares   that
SBL  has  the  right  to  acquire  upon  conversion  of  9,050  shares   of
the   Company's   non-voting  $3.25  Convertible   Exchangeable   Class   C
Preferred  Stock,  Series  2  (the  "Series  2  Preferred"),  and   400,000
shares   that   SBL   has  the  right  to  acquire   upon   conversion   of
12,000   shares  of  Series  B  Preferred  owned  of  record  by  SBL,  and
(h)   60,600  shares  owned  of  record  by  Golsen  Petroleum  Corporation
("GPC"),   which  is  a  wholly-owned  subsidiary  of  SBL,   and   133,333
shares  that  GPC  has  the  right  to acquire  upon  conversion  of  4,000
shares   of   Series  B  Preferred  owned  of  record  by  GPC.    SBL   is
wholly-owned   by   Sylvia   H.  Golsen  (40%  owner),   B.   Golsen   (20%
owner),  S.  Golsen  (20%  owner),  and  L.  Rappaport  (20%  owner)   and,
as   a   result,  SBL,  J.  Golsen,  Sylvia  H.  Golsen,  B.   Golsen,   S.
Golsen,   and   L.  Rappaport  share  the  voting  and  dispositive   power
of   the   shares  beneficially  owned  by  SBL.   SBL's  address   is   16
South Pennsylvania Avenue, Oklahoma City, Oklahoma 73107.

      (4)   Includes:   (a)  4,000  shares  of  Series  B  Preferred  owned
of   record  by  J.  Golsen,  over  which  he  has  the  sole  voting   and
dispositive   power;  (b)  12,000  shares  of  Series  B  Preferred   owned
of  record  by  SBL;  and  (c)  4,000  shares  owned  of  record  by  SBL's
wholly-owned   subsidiary,  GPC,  over  which  SBL,   J.   Golsen,   Sylvia
H.   Golsen,   B.   Golsen,  S.  Golsen,  and  L.   Rappaport   share   the
voting and dispositive power.

      (5)   Does  not  include  124,350 shares  of  Common  Stock  that  L.
Rappaport's  husband  owns  of  record  and  61,000  shares  which  he  has
the   right  to  acquire  within  the  next  sixty  (60)  days  under   the
Company's   stock  option  plans,  all  of  which  L.  Rappaport  disclaims
beneficial   ownership.   Does  not  include  219,520  shares   of   Common
Stock   owned  of  record  by  certain  trusts  for  the  benefit   of   B.
Golsen,   S.   Golsen,  and  L.  Rappaport  over  which   B.   Golsen,   S.
Golsen   and   L.   Rappaport  have  no  voting   or   dispositive   power.
Heidi  Brown  Shear,  an  officer  of the  Company  and  the  niece  of  J.
Golsen, is the Trustee of each of these trusts.

       (6)    J.  Golsen  disclaims  beneficial  ownership  of  the  shares
that   B.  Golsen,  S.  Golsen,  and  L.  Rappaport  each  have  the   sole
voting   and  investment  power  over  as  noted  in  footnote  (3)  above.
B.    Golsen,   S.   Golsen,   and   L.   Rappaport   disclaim   beneficial
ownership   of  the  shares  that  J.  Golsen  has  the  sole  voting   and
investment  power  over  as  noted  in  footnotes  (3)  and  (4)  and   the
shares   owned   of  record  by  Sylvia  H.  Golsen.   Sylvia   H.   Golsen
disclaims   beneficial  ownership  of  the  shares  that  J.   Golsen   has
the   sole  voting  and  dispositive  power  over  as  noted  in  footnotes
(3) and (4) above.

       (7)    Riverside   Capital  Advisors,  Inc.  ("Riverside")   advised
the   Company   that  it  owns  341,255  shares  of  Series   2   Preferred
that    is   convertible   into   1,467,397   shares   of   Common   Stock.
Riverside   further   advised  the  Company  that   it   has   voting   and
dispositive   power   over   such  shares  as   a   result   of   Riverside
having    full   discretionary   investment   authority   over   customers'
accounts   to   which  it  provides  investment  services.    The   address
of    Riverside   is   1650   Southeast   17th   Street   Causeway,    Fort
Lauderdale, Florida 33316.

        (8)     Ryback   Management   Corporation   ("Ryback")    is    the
Investment    Company    Advisor   for    Lindner    Dividend    Fund,    a
registered   investment   company,   which   owns   423,900    shares    of
Series   2   Preferred  that  is  convertible  into  1,835,063  shares   of
Common   Stock.   Ryback  has  sole  voting  and  dispositive  power   over
these   shares.    The  address  of  Ryback  is  7711  Corondelet   Avenue,
Suite 700, St. Louis, Missouri 63105.

        (9)    Dimensional   Fund   Advisors,   Inc.   ("Dimensional"),   a
registered    investment   advisor,   is   deemed   to   have    beneficial
ownership  of  686,100  shares  of  the  Company's  Common  Stock,  all  of
which   shares  are  held  in  portfolios  of  DFA  Investment   Dimensions
Group   Inc.,   a   registered   open-end   investment   company,   or   in
series   of   the  DFA  Investment  Trust  Company,  a  Delaware   business
trust,   or  the  DFA  Group  Trust  and  DFA  Participation  Group  Trust,
investment   vehicles  for  qualified  employee  benefit  plans,   all   of
which    Dimensional    Fund   Advisors   Inc.   serves    as    investment
manager.   Dimensional   disclaims  beneficial  ownership   of   all   such
shares.    The   address  of  Dimensional  is  1299  Ocean   Avenue,   11th
Floor, Santa Monica, California 90401.

       (10)    Jayhawk   Capital   Management,   L.L.C.   ("Jayhawk"),   an
investment   advisor,   has  sole  voting  and   dispositive   power   over
1,016,300   shares.   The  address  of  Jayhawk  is  8201   Mission   Road,
Suite 110, Prairie Village, Kansas 66208.

       Security   Ownership  of  Management.   The  following  table   sets
forth   information  obtained  from  the  directors  and  nominees  to   be
elected   as  a  director  of  the  Company  and  the  directors,  nominees
and   executive  officers  of  the  Company  as  a  group   as   to   their
beneficial   ownership   of   the  Company's  voting   Common   Stock   and
voting Preferred Stock as of April 7, 2000.

       Because   of  the  requirements  of  the  Securities  and   Exchange
Commission  as  to  the  method  of  determining  the  amount   of   shares
an   individual   or  entity  may  own  beneficially,  the   amount   shown
below    for   an   individual   may   include   shares   also   considered
beneficially  owned  by  others.   Any  shares  of  stock  which  a  person
does  not  own,  but  which  he  or she has the  right  to  acquire  within
sixty   (60)  days  of  April  29,  2000,  are  deemed  to  be  outstanding
for   the  purpose  of  computing  the  percentage  of  outstanding   stock
of   the   class   owned  by  such  person  but  are  not  deemed   to   be
outstanding   for   the  purpose  of  computing  the  percentage   of   the
class owned by any other person.

                                        Amounts of
                                         Shares
   Name of              Title of       Beneficially   Percent of
Beneficial Owner          Class            Owned          Class

Raymond B. Ackerman      Common            46,000 (2)      *

Robert C. Brown, M.D.    Common           248,329 (3)     2.1%

Charles A. Burtch        Common            15,000 (4)      *

Gerald J. Gagner         Common            33,000 (5)      *

Barry H. Golsen          Common         2,514,518 (6)    20.1%
                    Voting Preferred       16,000 (6)    74.2%

Jack E. Golsen           Common         3,348,520 (7)    26.5%
                    Voting Preferred       20,000 (7)    92.7%

David R. Goss            Common           253,625 (8)     2.1%

Bernard G. Ille          Common           130,000 (9)     1.1%

Donald W. Munson         Common            31,432 (10)     *

Horace G. Rhodes         Common            35,000 (11)     *

Jerome D. Shaffer, M.D.  Common           144,363 (12)    1.2%

Tony M. Shelby           Common           264,879 (13)    2.2%

Directors and            Common         5,321,934 (14)   40.1%
Executive Officers   Voting Preferred      20,000        92.7%
as a group number
(14 persons)

*    Less than 1%.

       (1)    The   Company  based  the  information,   with   respect   to
beneficial   ownership,   on  information  furnished   by   each   director
or   officer,   contained  in  filings  made  with   the   Securities   and
Exchange Commission, or contained in the Company's records.

      (2)   Mr.  Ackerman  has  sole  voting  and  dispositive  power  over
these   shares.   6,000  of  these  shares  are  held  in   a   trust   for
which   Mr.  Ackerman  is  both  the  settlor  and  the  trustee   and   in
which   he  has  the  vested  interest  in  both  the  corpus  and  income.
The   remaining  40,000  shares  of  Common  Stock  included   herein   are
shares    that   Mr.   Ackerman   may   acquire   pursuant   to   currently
exercisable   non-qualified  stock  options   granted   to   him   by   the
Company.

      (3)   The  amount  shown  includes  40,000  shares  of  Common  Stock
that   Dr.  Brown  may  acquire  pursuant  to  currently  exercisable  non-
qualified   stock   options   granted  to  him   by   the   Company.    The
shares,   with   respect  to  which  Dr.  Brown  shares  the   voting   and
dispositive   power,   consists   of   122,516   shares   owned   by    Dr.
Brown's   wife,   15,000  shares  held  jointly  by  Dr.  Brown   and   his
wife,   50,727   shares   owned  by  Robert  C.  Brown,   M.D.,   Inc.,   a
corporation  wholly-owned  by  Dr.  Brown,  and  20,086  shares   held   by
the  Robert  C.  Brown  M.D.,  Inc.   Employee  Profit  Sharing  Plan,   of
which  Dr.  Brown  serves  as  the trustee.   The  amount  shown  does  not
include   57,190   shares   directly  owned  by   the   children   of   Dr.
Brown, all of which Dr. Brown disclaims beneficial ownership.

       (4)    Mr.  Burtch  has  sole  voting  and  dispositive  power  over
these   shares,   which  may  be  acquired  by  Mr.  Burtch   pursuant   to
currently   exercisable  non-qualified  stock  options   granted   to   him
by the Company.

       (5)    Mr.  Gagner  has  sole  voting  and  dispositive  power  over
these  shares,  which  include  30,000  shares  that  may  be  acquired  by
Mr.   Gagner   pursuant   to  currently  exercisable  non-qualified   stock
options granted to him by the Company.

       (6)    See   footnotes  (3),  (4),  and  (6)  of  the  table   under
"Security   Ownership   of  Certain  Beneficial  Owners"   of   this   item
for   a   description   of   the   amount  and   nature   of   the   shares
beneficially   owned   by  B.  Golsen,  including   shares   he   has   the
right to acquire within sixty (60) days.

       (7)    See   footnotes  (3),  (4),  and  (6)  of  the  table   under
"Security   Ownership   of  Certain  Beneficial  Owners"   of   this   item
for   a   description   of   the   amount  and   nature   of   the   shares
beneficially  owned  by  J.  Golsen,  including  the  shares  he  has   the
right to acquire within sixty (60) days.

       (8)    The  amount  shown  includes  72,000  shares  that  Mr.  Goss
has   the   right   to   acquire  within  sixty  (60)  days   pursuant   to
options  granted  under  the  Company's  stock  option  plans.   Mr.   Goss
has the sole voting and dispositive power over these shares.

      (9)   The  amount  includes  (i) 40,000  shares  that  Mr.  Ille  may
purchase   pursuant   to   currently   exercisable   non-qualified    stock
options,   over  which  Mr.  Ille  has  the  sole  voting  and  dispositive
power, and (ii) 90,000 shares owned of record by Mr. Ille's wife.

       (10)    This  amount  includes  (i)  432  shares  of  Common   Stock
that  Mr.  Munson  has  the  right  to  acquire  upon  conversion  of   100
shares   of   non-voting   Series   2  Preferred   that   he   beneficially
owns,   and   (ii)   30,000   shares   that   Mr.   Munson   may   purchase
pursuant    to   currently   exercisable   non-qualified   stock   options,
over which Mr. Munson has the sole voting and dispositive power.

       (11)   Mr.  Rhodes  has  sole  voting  and  dispositive  power  over
these  shares,  which  include  30,000  shares  that  may  be  acquired  by
Mr.   Rhodes   pursuant   to  currently  exercisable  non-qualified   stock
options granted to him by the Company.

       (12)   Dr.  Shaffer  has  the  sole  voting  and  dispositive  power
over   these   shares,  which  include  40,000  shares  that  Dr.   Shaffer
may    purchase    pursuant   to   currently   exercisable    non-qualified
stock  options  and  4,329  shares  that  Dr.  Shaffer  has  the  right  to
acquire   upon   conversion  of  1,000  shares  of   Series   2   Preferred
owned   by   Dr.   Shaffer.   This  amount  also  includes  10,000   shares
owned by Dr. Shaffer's wife.

       (13)    Mr.  Shelby  has  the  sole  voting  and  dispositive  power
over   these   shares,  which  include  72,000  shares  that   Mr.   Shelby
has   the   right   to   acquire  within  sixty  (60)  days   pursuant   to
options   granted  under  the  Company's  ISOs  and  15,151   shares   that
Mr.   Shelby   has   the  right  to  acquire  upon  conversion   of   3,500
shares of Series 2 Preferred owned by Mr. Shelby.

       (14)    The   amount  shown  includes  677,000  shares   of   Common
Stock   that   executive  officers,  directors,  or   entities   controlled
by  executive  officers  and  directors  of  the  Company  have  the  right
to acquire within sixty (60) days.

Item 13.  Certain Relationships and Related Transactions.

        A    subsidiary    of   the   Company,   Hercules    Energy    Mfg.
Corporation   ("Hercules"),  leased  land  and  a  building   in   Oklahoma
City,   Oklahoma  from  Mac  Venture,  Ltd.  ("Mac  Venture"),  a   limited
partnership.    GPC  (a  wholly  owned  subsidiary  of   SBL)   serves   as
the   general  partner  of  Mac  Venture.   The  limited  partners  of  Mac
Venture  include  GPC  and  the  three children  of  Jack  E.  Golsen.  See
"Security   Ownership   of  Certain  Beneficial   Owners"   and   "Security
Ownership   of   Management"  above  for  a   discussion   of   the   stock
ownership   of   SBL.    The   warehouse   and   shop   space   leased   by
Hercules   from   Mac  Venture  consists  of  a  total  of  30,000   square
feet.    Hercules  leased  the  property  from  Mac  Venture   for   $3,750
per   month  under  a  triple  net  lease  extension  which  began  as   of
January 1, 1999, and expired on December 31, 1999.

        Northwest    Internal   Medicine   Associates   ("Northwest"),    a
division  of  Plaza  Medical  Group.,  P.C.,  has  an  agreement  with  the
Company   to   perform   medical  examinations  of   the   management   and
supervisory   personnel  of  the  Company  and  its  subsidiaries.    Under
such   agreement,  Northwest  is  paid  $4,000  a  month  to  perform   all
such   examinations.    Dr.   Robert  C.   Brown   (a   director   of   the
Company)  is  Vice  President  and  Treasurer  of  Plaza  Medical   Group.,
P.C.

       In   1983,   LSB  Chemical  Corp.  ("LSB  Chemical"),  a  subsidiary
of   the   Company,   acquired  all  of  the  outstanding   stock   of   El
Dorado   Chemical   Company  ("EDC")  from  its  then   four   stockholders
("Ex-Stockholders").   A  substantial  portion  of   the   purchase   price
consisted   of   an  earnout  based  primarily  on  the  annual   after-tax
earnings  of  EDC  for  a  ten-year  period.   During  1989,  two  of   the
Ex-Stockholders   received   LSB   Chemical   promissory   notes   for    a
portion   of  their  earnout,  in  lieu  of  cash,  totaling  approximately
$896,000,  payable  $496,000  in  January  1990,  and  $400,000   in   May,
1994.    LSB   Chemical  agreed  to  a  buyout  of  the  balance   of   the
earnout   from   the   four  Ex-Stockholders  for  an  aggregate   purchase
amount   of   $1,231,000.    LSB   Chemical   purchased   for   cash    the
earnout   from   two   of   the  Ex-Stockholders  and   issued   multi-year
promissory    notes   totaling   $676,000   to   the    other    two    Ex-
Stockholders.    Jack   E.   Golsen  guaranteed  LSB   Chemical's   payment
obligation   under   the   promissory  notes.   The   unpaid   balance   of
these notes at March 31, 2000, was $400,000.

       On   October  17,  1997,  Prime  Financial  Corporation   ("Prime"),
a   subsidiary   of   the  Company,  borrowed  from  SBL Corporation,
a   corporation
wholly   owned   by   the  spouse  and  children   of   Jack   E.   Golsen,
Chairman  of  the  Board  and  President  of  the  Company,  the  principal
amount  of  $3,000,000  (the  "Prime  Loan")  on  an  unsecured  basis  and
payable  on  demand,  with  interest  payable  monthly  in  arrears  at   a
variable   interest   rate  equal  to  the  Wall   Street   Journal   Prime
Rate   plus  2%  per  annum.   The  purpose  of  the  loan  was  to  assist
the   Company   by  providing  additional  liquidity.   The   Company   has
guaranteed   the   Prime  Loan.  During   1999,   $150,000   in   principal
and   $280,000    in interest  was  paid  on  this  Prime  Loan,  and  as
of  March  31,  2000,the   unpaid   principal  balance  on  the  Prime  Loan
was   $1,950,000.  In   February   2000,   the   Company   borrowed
approximately   $500,000 under  its  key  man  life  insurance  policies,  and
used  such  proceeds to   reduce  the  principal  amount  due  SBL.   In
April,  2000,  at  the request  of  Prime  and  the  Company, SBL  agreed
to  modify  the  demand note   to   make  such  a  term  note  with  a
maturity  date  no  earlier than  April  1,  2001,  unless  the  Company
receives  cash  proceeds   in connection  with  either  (i)  the  sale  or
other  disposition   of   KAC Acquisition    Corp.   and/or   Kestrel
Aircraft,   and/or    (ii)    the repayment   of  loans  by  Co-Energy
Group  and  affiliates,  and/or   the repayment    of    amounts   in
connection   with   the   stock    option agreement   with  the
shareholders  of  Co-Energy  Group,   and/or   (iii) some   other   source
that  is  not  in  the  Company's  projections   for the  year  2000.
From  April  1,  2000 until  no  sooner  than  April  1, 2001,  any  demand
for  repayment  of  principal  under  the  Prime   Loan shall   not
exceed  $1,000,000  from  proceeds  realized  on  item   (ii) and
$950,000   from   proceeds  realized   on   items   (i)   and   (iii)
discussed above.

In order to make the Prime Loan to Prime, SBL borrowed the $3,000,000
from a bank, and as part of the collateral pledged by SBL to the bank
in connection with such loan, SBL pledged, among other things, its
note from Prime.  In order to obtain SBL's agreement as provided above,
effective April 21, 2000, a subsidiary of the Company pledged to the
bank approximately 2,000,000 shares of the Company's Common Stock that
it held as treasury stock pursuant to the terms of a non-recourse
guaranty to secure repayment of the loan by the bank to SBL.  As of
April 15, 2000, the outstanding principal balance due to the bank
from SBL as a result of such loan was $2,000,000.