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)          July 28, 2005

UNITED STATES LIME & MINERALS, INC.

(Exact Name of Registrant as Specified in Charter)

TEXAS	0-4197	75-0789226
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation or organization)
13800 MONTFORT DRIVE, SUITE 330, DALLAS, TEXAS		75240
(Address of principal executive offices)		(Zip Code)

(972) 991-8400
(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits

Exhibit
Number	Exhibit
99.1	News Release of United States Lime & Minerals, Inc. dated July 28, 2005

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On July 28, 2005, United States Lime & Minerals, Inc. issued a News Release announcing the financial results for the quarter and six months ended June 30, 2005. A copy of the News Release is attached hereto as Exhibit 99.1.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 29, 2005	UNITED STATES LIME & MINERALS, INC.
	By:	/s/ M. Michael Owens
	M. Michael Owens, Vice President and
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1	News Release of United States Lime & Minerals, Inc. dated July 28, 2005

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE	Contact: Timothy W. Byrne
	(972) 991-8400

UNITED STATES LIME & MINERALS REPORTS
RECORD SECOND QUARTER 2005 RESULTS

     Dallas, Texas, July 28, 2005 — United States Lime & Minerals, Inc. (NASDAQ: USLM) today reported record second quarter 2005 results: Revenues increased to $17,124,000 from $14,752,000 in the prior year quarter, an increase of $2,372,000, or 16.1%. For the six months ended June 30, 2005, revenues increased to $32,590,000 from $26,827,000 for the same period 2004, an increase of $5,763,000, or 21.5%. The Company reported net income of $2,909,000 ($0.49 per share) in the second quarter 2005, compared to net income of $2,452,000 ($0.42 per share) in the second quarter 2004, an increase of $457,000, or 18.6%. For the six months ended June 30, 2005, the Company reported net income of $4,404,000 ($0.74 per share), compared to net income of $3,282,000 ($0.56 per share) for the first half 2004, an increase of $1,122,000, or 34.2%. Net income for the second quarter and first half 2004 included $954,000 ($0.16 per share), net of income taxes ($1,192,000 gross), for a lease bonus payment received for the lease of the Company’s oil and gas rights on its Cleburne, Texas property.

     The Company’s gross profit was $5,764,000 for the second quarter 2005, compared to $4,605,000 for the comparable 2004 quarter, an increase of $1,159,000, or 25.2%. For the first half 2005, gross profit was $10,153,000, compared to $8,020,000 for the comparable 2004 period, an increase of $2,133,000, or 26.6%. The revenue and gross profit increases were primarily due to increased lime sales resulting from lime production from the new kiln at the Company’s Arkansas plant, which came on line in February 2004 and average price increases for the Company’s products of 9.0% and 8.8% in the second quarter and first half 2005, respectively, compared to the comparable 2004 periods. In addition, favorable weather conditions in the second quarter 2005 resulted in increased construction demand for products from the Company’s Cleburne, Texas plant, compared to the second quarter 2004, during which near record rainfall reduced construction demand.

     Interest expense in the second quarter 2005 decreased $711,000, or 45.0%, to $868,000, compared to $1,579,000 in the second quarter 2004. For the first half 2005, interest expense decreased $780,000, or 28.0%, to $2,006,000, compared to $2,786,000 for the comparable 2004 period. Interest expense decreased in the 2005 periods principally due to the Company’s August 2004 debt refinancing and $7,025,000 of net debt repayments over the last 12 months, including approximately $4,192,000 of repayments in the first half 2005. The decrease for the first half 2005 would have been greater except for the fact that $334,000 of interest was capitalized in the first half 2004 as part of the Company’s Arkansas expansion project. Also, due to an increase of more than 50% in the per share average closing price of the Company’s common stock for the last 30 trading days ending on June 30, 2005, compared to the last 30 trading days ending on December 31, 2004, the first half 2005 included a $434,000 non-cash charge to interest for a mark-to-market adjustment on the Company’s warrant share put liability, compared to a $91,000 charge in the comparable 2004 period.

     “We are pleased to see the positive operating and financial impacts resulting from our capital investments over the last few years and our 2004 debt refinancing,” said Timothy W. Byrne, President and Chief Executive Officer. “Overall demand for our lime and limestone products has remained firm with the exception of steel demand. Beginning in May many of our steel customers reduced their production, which has currently reduced demand from that industry,” Mr. Byrne added. “We are also pleased to report that we have given notice to the holders of our Subordinated Notes that we intend to prepay the full $7,000,000 remaining outstanding principal balance on August 5, 2005. Although we will incur a one-time $280,000 penalty on this prepayment, we will further reduce our ongoing interest expense by more than $500,000 annually based on the lower interest rates currently available on our revolver.”

     United States Lime & Minerals, Inc. is a Nasdaq-listed public company with headquarters in Dallas, Texas, supplying lime and limestone products primarily to the construction, steel, municipal sanitation and water treatment, paper, chemical, roof shingle, agriculture and glass industries from plants situated in Texas, Arkansas and Colorado.

     Any statements contained in this news release that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to publicly update or revise any forward-looking statements, and investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation those risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

(Tables Follow)

United States Lime & Minerals, Inc.
Condensed Consolidated Financial Data
(In thousands, except per share amounts)
(Unaudited)

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
INCOME STATEMENTS
Revenues	$	17,124			14,752			32,590			26,827
Gross profit	$	5,764			4,605			10,153			8,020
Operating profit	$	4,450			3,391			7,439			5,618
Interest expense		868			1,579			2,006			2,786
Other (income), net		(85	)		(1,252	)		(103	)		(1,270	)
Income tax expense		758			612			1,132			820
Net income	$	2,909			2,452			4,404			3,282
Net income per share of common stock:
Basic	$	0.49			0.42			0.75			0.56
Diluted	$	0.49			0.42			0.74			0.56
Weighted average shares outstanding:
Basic		5,890			5,828			5,875			5,823
Diluted		5,998			5,903			5,991			5,897

	June 30,		December 31,
	2005		2004
BALANCE SHEETS
Assets:
Current assets	$	15,542		15,802
Property, plant and equipment, net		84,599		83,541
Other assets		1,133		996
Total assets	$	101,274		100,339
Liabilities and Stockholders’ Equity:
Current liabilities	$	9,558		9,669
Debt, excluding current installments		37,213		41,390
Other liabilities		1,423		1,057
Stockholders’ equity		53,080		48,223
Total liabilities and stockholders’ equity	$	101,274		100,339

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