_______ ________________________
FORM 4 U.S. Securities and Exchange Commission OMB APPROVAL
________ Washington, D.C. 20549 ________________________
[ ] Check this box if no longer OMB Number 3235-0287
subject to Section 16. Form Expires: February 1, 1994
4 or Form 5 obligations may Estimated average burden
continue. See Instruction 1(b). hours per response... 0.5
_____________________
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of 2. Issuer Name and Ticker
Reportiing Person or Trading Symbol
Golsen, Barry H. LSB Industries, Inc. (LSB)
_________________________________________________________________________
(Last) (First) (Middle) 3. IRS or Social Security
No. of Reporting Person
(Voluntary)
16 South Pennsylvania
Post Office Box 705
___________________________________ ###-##-####
(Street
Oklahoma City, Oklahoma 73101
__________________________________________________________________________
(City) (State) (Zip)
4. Statement for Month/Year: December, 1995
5. If Amendment, Date of Original(Month/Year):
6. Relationship of Reporting Person to Issuer (Check all applicable)
X Director X 10% Owner ____ Officer (give title below)
____ Other (specify below)
__________________________________
_________________________________________________________________________
Table I - Non-Derivative Securities Acquired, Disposed Of,
or Beneficially Owned
_________________________________________________________________________
<TABLE>
<S> <S> <S> <S>
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)
<C> <C> <C> <C> <C> <C>
Common Stock - - - - -
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 $3.875
Common Stock 12/05/95 P 3,000 A $3.875
</TABLE>
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)
244,563 D -
163,460 I By Trustee(2)
533 I By Wife(6)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
1,098,299(7) I By SBL(1)
___________________________________________________________________________
Reminder: Report on a separate line for each Page 1 of 3
class of securities beneficially SEC 1474 (3/91)
owned directly or indirectly
(Print or Type Response)
FORM 4 (continued)Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
___________________________________________________________________________
1. Title of 2. Conversion 3. Transaction 4. Transaction 5. Number of
Security or Exercise Date Code Derivative
(Instr. 3) Price of (Month/Day/ (Instr. 8) Securities
Derivative Year) Code V Acquired (A)
Security or Disposed
of (D)
(Instr. 3,4,5)
(A) (D)
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
Incentive
Stock Option $3.44 - - -
6. Date Exercisable 7. Title and Amount of 8. Price of
and Expiration Underlying Securities Derivative
Date (Instr. 3 and 4) Security
(Month/Day/Year) Amount (Instr. 5)
Date Expir- or
Exer- ation No. of
cisable Date Title Shares
(3) (3) Common 533,000 -
(4) (4) Common 4,329 $31.50
(4) (4) Common 2,165 $32.25
(4) (4) Common 4,329 $32.25
(4) (4) Common 4,329 $32.00
(4) (4) Common 8,658 $32.00
(4) (4) Common 8,658 $32.00
(4) (4) Common 4,329 $32.00
(4) (4) Common 8,658 $32.00
(4) (4) Common 4,329 $32.25
(5) 6/1/97(5) Common 8,000 N/A(5)
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(7) I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
- I By SBL(1)
24,150 I By SBL(1)
______________________
Explanation of Responses:
(1) SBL Corporation ("SBL") is wholly owned by Sylvia Golsen (40% owner),
Barry Golsen (son and 20% owner), Steven Golsen (son and 20% owner), and
Linda Rappaport (daughter and 20% owner).
(2) These shares are held of record by six trusts established for the
benefit of the grandchildren of Jack E. Golsen and Sylvia H. Golsen.
Barry H. Golsen is one of three trustees for trusts established for the
benefit of each of such grandchildren.
(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 Barry H.
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 of Common Stock 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) Mr. Golsen disclaims beneficial ownership of these shares.
(7) The number of shares includes, as applicable, 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/ Barry H. Golsen January 10, 1996
_______________________ ___________________
See 18 U.S.C. 1001 and **Signature of Reporting Date
15 U.S.C. 78ff(a). Person
Barry H. Golsen
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Page 3 of 3
MBEN\K-M\LSB\FORMS345\EDGAR\12-95F4.BHG SEC 1474 (3/91)
