SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SHEAR HEIDI L BROWN (Last) (First) (Middle) 16 SOUTH PENNSYLVANIA AVENUE (Street) OKLAHOMA CITY OK 73107 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LSB INDUSTRIES INC [ LXU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP/Managing Counsel/Asst Sec
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2004		F(7)		4,000	D	$6.95	0	I	By Trust(1)
Common Stock	01/30/2004		M(7)		22,240	A	$1.25	22,240	I	By Trust(1)
Common Stock	01/30/2004		S		2,000	D	$7	20,240	I	By Trust(1)
Common Stock	01/30/2004		S		1,000	D	$6.95	19,240	I	By Trust(1)
Common Stock	02/02/2004		S		2,000	D	$6.88	17,240	I	By Trust(1)
Common Stock	02/02/2004		S		1,000	D	$6.95	16,240	I	By Trust(1)
Common Stock	01/30/2004		F(8)		2,600	D	$6.95	0	I	By Husband(2)
Common Stock	01/30/2004		M(8)		14,456	A	$1.25	14,456	I	By Husband(2)
Common Stock	01/30/2004		S		2,000	D	$7	12,456	I	By Husband(2)
Common Stock	01/30/2004		S		1,000	D	$6.95	11,456	I	By Husband(2)
Common Stock	02/02/2004		S		2,000	D	$6.88	9,456	I	By Husband(2)
Common Stock	02/02/2004		S		1,000	D	$6.95	8,456	I	By Husband(2)
Common Stock								22,988	I	By Trust(3)
Common Stock								245,320(9)	I	By Trust(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option	$4.875							(5)	06/27/2006	Common Stock	2,000(5)		2,000(5)	D
Incentive Stock Option	$1.25	01/30/2004		M(7)			22,240	(5)	07/08/2009	Common Stock	35,000(5)	$0	12,760(5)(7)	D
Nonqualified Stock Option	$2.73							(6)	11/29/2011	Common Stock	10,000(6)		10,000(6)	D

Explanation of Responses:

1. These shares are held by Heidi Brown Shear as the trustee of the Heidi Brown Shear Revocable Trust.

2. These shares are owned by her husband, the beneficial ownership of which is disclaimed by Heidi Brown Shear.

3. These shares are held by two trusts established for the benefit of each of her children, of which Heidi Brown Shear is the trustee.

4. These shares are held by three trusts (the "Children's Trusts") established for the benefit of each of the children of Jack E. Golsen and Sylvia H. Golsen, of which Heidi Brown Shear is the trustee. Heidi Brown Shear has no pecuniary interest in the securities held by the Children's Trusts. As a result, Heidi Brown Shear disclaims beneficial ownership of the shares held in the Children's Trusts.

5. Incentive Stock Options ("ISO") granted by LSB Industries, Inc. (the "Company") under the Company's Incentive Stock Option Plans (the "Plans") for the purchase of shares of common stock of the Company. Each ISO is exercisable for a period of ten years from the date of grant and vests at the end of year one through year four in the following amounts: 20%, 20%, 30%, and 30%. The ISO is fully vested at the end of year four. Ms. Shear has acquired 22,240 shares under the ISO granted on July 8, 1999, leaving 12,760 shares remaining to be acquired under such ISO. Ms. Shear has acquired no shares under the ISO granted on June 27, 1996. As of the date of this report, the total number of shares underlying the ISOs held by Heidi Brown Shear is 14,760.

6. Nonqualified Stock Option ("NQSO") granted to Ms. Shear under the Company's Non-Qualified Stock Option Agreement - 1999, for the purchase of up to 10,000 shares of the Company's common stock at an option price of $2.73 per share. The NQSO covering 10,000 shares provides that the NQSO vests and becomes exercisable as to 20% on November 9, 2002, an additional 20% on November 9, 2003, an additional 30% on November 9, 2004, and the remaining 30% on November 9, 2005. The NQSO is fully vested at the end of year four.

7. Ms. Shear exercised her right to purchase 22,240 shares of the Company's common stock under the Plans by acquiring 22,240 shares at an aggregate purchase price of $27,800. The 22,240 shares were acquired at an option price per share of $1.25 under the ISO granted to Ms. Shear on July 8, 1999. As consideration for the acquisition of such shares, Ms. Shear transferred to the Company 4,000 shares of the Company's common stock owned by her, having a value on January 30, 2004, the date the 4,000 shares were delivered to the Company, of $6.95, for an aggregate fair market value of $27,800.

8. Ms. Shear's spouse, David M. Shear, exercised his right to acquire shares of the Company's common stock under the Plans by acquiring 14,456 shares at an aggregate purchase price of $18,070. The 14,456 shares were acquired at an option price per share of $1.25 under the ISO granted to Mr. Shear on July 8, 1999. As consideration, Mr. Shear transferred to the Company 2,600 shares of the Company's common stock owned by him, having a value on January 30, 2004, the date the shares were delivered, of $6.95, for an aggregate fair market value of $18,070.

9. The number of shares held by Ms. Shear as Trustee of the Children's Trusts has been corrected in this report to accurately reflect her beneficial ownership following the transactions previously reported by her.

	Heidi L. Brown Shear	02/03/2004
	** Signature of Reporting Person	Date
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