*SEE INSTRUCTIONS BEFORE FILLING OUT.

           *SEE INSTRUCTIONS BEFORE FILLING OUT

           *SEE INSTRUCTIONS BEFORE FILLING OUT

          *SEE INSTRUCTIONS BEFORE FILLING OUT

          This Amendment No. 1 to Schedule 13D (the "Amendment") is being filed on behalf of Jayhawk Institutional Partners, L.P., a Delaware limited partnership ("Jayhawk Institutional"), Jayhawk Investments, L.P., a Delaware limited partnership ("Jayhawk Investments"), their general partner, Jayhawk Capital Management, L.L.C., a Delaware limited liability company ("Jayhawk"), and its manager, Kent C. McCarthy. This Schedule 13D amends the initial statement on Schedule 13D relating to shares of common stock of LSB Industries, Inc., a Delaware corporation (the "Issuer") as filed with the Securities and Exchange Commission (the "Commission") on January 18, 2001 (the "Original 13D"). The Original 13D is hereby amended as follows:

          Item 3 of the Original 13D is hereby amended and restated in its entirety to read as follows:

          As of February 18, 2002, Jayhawk Investments had invested $768,760 in shares of Common Stock and shares of $3.25 Convertible Exchangeable Class C Preferred Stock ("Class C Preferred Stock"); Jayhawk Institutional had invested $1,388,502 in shares of Common Stock and Class C Preferred Stock; and Mr. McCarthy had invested $435,935 in shares of Common Stock and Class C Preferred Stock. The above amounts include any brokerage commissions incurred in the investments. The source of these funds was the working capital of each entity and the personal funds of Mr. McCarthy.

          Item 4 of the Original 13D is hereby amended by restating the first paragraph of Item 4 as follows:

          Jayhawk, Jayhawk Investments, Jayhawk Institutional, and Mr. McCarthy (collectively, the "Shareholders") acquired the Shares of Common Stock and Class C Preferred Stock (collectively, the "Shares") because they believe that the Shares at current market prices are undervalued and represent an attractive investment opportunity. The Shareholders further believe that there may exist unexploited opportunities to increase the value of the Shares. Mr. McCarthy, as a holder of Class C Preferred Stock, participated in the nomination and election of two individuals to serve on the board of directors and hopes to work with the Issuer's management and board of directors to identify and pursue opportunities to increase the value of the Shares. Such opportunities may include raising additional capital or entering strategic alliances that could fund future growth and expansion or exploring possible business combinations.

          Item 5 of the Original 13D is hereby amended and restated in its entirety to read as follows:

               (a)     As of February 18, 2002, Jayhawk beneficially owned 1,881,600 shares of Common Stock (which includes 1,081,600 shares of Common Stock receivable upon conversion of 249,850 shares of $3.25 convertible exchangeable class C Preferred Stock, Series 2 (the "Class C Preferred Stock")), which represents 14.5% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 1,881,600 shares beneficially owned by Jayhawk by (ii) the sum of (A) 11,933,563 shares of common stock outstanding as of October 31, 2001 based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2001 and (B) the 1,081,600 shares of Common Stock receivable upon conversion of the Class C Preferred Stock.

          As of February 18, 2002, Mr. McCarthy beneficially owned 2,207,275 shares of Common Stock (which includes 1,406,275 shares of Common Stock receivable upon conversion of 324,850 shares of Class C Preferred Stock), which represents 16.5% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 2,207,275 shares beneficially owned by Mr. McCarthy by (ii) the sum of (A) 11,933,563 shares of Common Stock outstanding as of October 31, 2001 based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2001 and (B) the 1,406,275 shares of Common Stock receivable upon conversion of the Class C Preferred Stock.

          As of February 18, 2002, Jayhawk Investments beneficially owned 1,081,600 shares of Common Stock (which includes 1,081,600 shares of Common Stock receivable upon conversion of 249,850 shares of Class C Preferred Stock), which represents 8.3% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 1,081,600 shares beneficially owned by Jayhawk Investments by (ii) the sum of (A) 11,933,563 shares of Common Stock outstanding as of October 31, 2001 based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2001 and (B) the 1,081,600 shares of Common Stock receivable upon conversion of the Class C Preferred Stock.

          As of February 18, 2002, Jayhawk Institutional beneficially owned 800,000 shares of Common Stock, which represents 6.7% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 800,000 shares beneficially owned by Jayhawk Institutional by (ii) 11,933,563 shares of Common Stock outstanding as of October 31, 2001 based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2001.

               (b)     Mr. McCarthy, as manager of Jayhawk, has the sole power to vote and dispose of the Shares beneficially owned by Jayhawk, Jayhawk Investments and Jayhawk Institutional.

               (c)     The transactions made by Jayhawk Institutional in the Issuer's securities during the last sixty days are listed on Annex A attached hereto and made a part hereof. No other transactions in the Issuer's securities were made by Jayhawk Institutional, Jayhawk Investments, Jayhawk or Mr. McCarthy during the last sixty days, except that on December 27, 2001, 10,000 shares of Series C Preferred Stock (representing 43,300 shares of Common Stock) were gifted to charity by Mr. McCarthy.

               (d)     Not Applicable.

               (e)     Not Applicable.

          Not Applicable

          Joint Filing Agreement dated January 9, 2001.