8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)   March 4, 2005 

              LSB INDUSTRIES, INC.                  
                                         (Exact name of registrant as specified in its charter)

Delaware        .	1-7677      .	73-1015226
(State or other jurisdiction  of incorporation)	(Commission File Number)	(IRS 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


                                                                Not applicable                                   
                                    (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| __ | Written communications pursuant to Rule 425 under the Securities Act

| __ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act

| __ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

| __ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Section 3 -Securities and Trading Markets.

Item 3.02. Unregistered Sale of Equity Securities.

On March 4, 2005, LSB Industries, Inc. (the "Company") received notice of exercise under certain Warrants to Purchase Common Stock of the Company, each dated May 24, 2002, for the purchase of an aggregate 586,140 shares of the Company's common stock. Each of the three purchasers under the warrants is an affiliate of Guggenheim Investment Management, LLC. The warrants were exercised pursuant to the cashless exercise provisions of the warrants, which reduced the total number of shares issuable under the warrants by 9,445 shares, based upon the current market price of the Company's common stock, as defined in the warrants. The issuance of the 586,140 shares upon the exercise of the warrants constitutes a private offering to accredited investors, which is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506 of Regulation D promulgated under the Securities Act.

Pursuant to the terms of the warrants, if requested by the purchasers, the Company is obligated to file a registration statement registering the resale of the shares issued upon the exercise of the warrants. In addition, the purchasers of such shares are entitled to certain piggy-back registration rights under the terms of the warrants.

Following the issuance of the 586,140 shares pursuant to the exercise of the warrants, the Company will have 13,666,038 shares of common stock outstanding, and the shares issued upon the exercise of the warrants will represent approximately 4.3% of the Company's outstanding common stock.

Item 9.  Financial Statements and Exhibits.

Item 9.01.  Financial Statements and Exhibits. 

(c) Exhibits

99.1     Press release dated March 10, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 10, 2005.

LSB INDUSTRIES, INC.

By: /s/ Tony M. Shelby   
Tony M. Shelby,
Senior Vice President and
(Chief Financial Officer)

EX-99

COMPANY CONTACT:             Tony M. Shelby
                             Chief Financial Officer
                             (405) 235-4546


KCSA CONTACT:                 Leslie A. Schupak/Joe Mansi
                             (212) 682-6300, ext. 205/207

March 10, 2005

LSB INDUSTRIES, INC. ANNOUNCES THE EXERCISE OF WARRANTS
TO PURCHASE SHARES OF COMMON STOCK

Oklahoma City, Oklahoma . . . March 10, 2005 . . . LSB Industries, Inc. whose common stock is traded over the American Stock Exchange under the symbol LXU (AMEX:LXU), announced today that certain affiliates of Guggenheim Investment Management, LLC, have irrevocably exercised certain outstanding warrants to purchase approximately 586,140 shares of LSB common stock.

The shares of LSB common stock were purchased pursuant to a cashless exercise option provided for in the warrants. Following the issuance of these shares, LSB will have approximately 13,666,038 shares of common stock outstanding, and the shares issued upon the exercise of the warrants will represent approximately 4.3% of LSB's outstanding common stock.

The shares of common stock issuable under the warrants have not been registered under the Securities Act of 1933, as amended. LSB has an obligation to register, at LSB's expense, the shares being acquired under the warrants upon demand by Guggenheim and its affiliates.

LSB is a manufacturing, marketing, and engineering company with activities on a worldwide basis. LSB= s principal business activities consist of the manufacture and sale of commercial and residential climate control products, the sale of chemical products for the mining, agricultural and industrial markets, and the provision of specialized engineering services, and other activities.

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