FIRST AMENDMENT
                 TO SECOND AMENDED AND RESTATED
                  LOAN AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND
SECURITY  AGREEMENT (the "Amendment") is dated  effective  as  of
January  1,  2000,  and entered into by  and  between  BANK  OF
AMERICA, N.A. ("Lender") and LSB INDUSTRIES, INC. ("LSB"), SUMMIT
MACHINE  TOOL MANUFACTURING CORP. ("Summit") and MOREY  MACHINERY
MANUFACTURING CORPORATION ("Morey") LSB, Summit and  Morey  being
collectively referred to herein as "Borrower").

     WHEREAS, Lender and Borrower have entered into that  certain
Second Amended and Restated Loan and Security Agreement dated  as
of May 10, 1999 (the "Agreement");

     WHEREAS,  the  Agreement  provides that  when  a  "Springing
Covenant  Event"  (as  defined therein)  occurs,  four  financial
covenants become effective; and

     WHEREAS, certain affiliates of Borrower identified  as  the
CCI  Borrower  Subsidiaries  under the  Agreement  have  made  an
interest  payment under the Bond Indenture on or before  December
31,  1999,  which has resulted in the occurrence of the Springing
Covenant Event; and

     WHEREAS,  when the two financial covenants become effective,
Borrower  will  be in default with respect to each covenant  (the
"Financial  Covenant Defaults"), and Borrower has requested  that
Lender  forebear from exercising its rights and remedies  as  the
result  of  the Financial Covenant Defaults for a 60-day  period;
and

     WHEREAS,  the  Borrower desires that the  Lender  amend  the
Agreement  in  certain  respects  and  forebear  from  exercising
certain remedies; and

     WHEREAS, the Lender is willing to amend the Agreement and to
grant  Borrower's forebearance request subject to the  terms  and
conditions contained herein;

     NOW,  THEREFORE,  in consideration of the mutual  conditions
and agreements set forth in the Agreement and this Amendment, and
other   good   and  valuable  consideration,  the   receipt   and
sufficiency  of  which  are  hereby  acknowledged,  the  parties,
intending to be legally bound, hereby agree as follows:

                           ARTICLE I
                           _________

                          Definitions
                          ___________

     Section 1.01.  Definitions.  Capitalized terms used in  this
Amendment, to the extent not otherwise defined herein, shall have
the same meanings as in the Agreement, as amended hereby.


<PAGE>
                           ARTICLE II
                           __________

                           Amendments
                           __________

     Section  2.01  The following definitions are hereby  amended
in their entirety to read as follows:

          "Availability  Reductions"  means  the   sum   of   the
          following amounts:

               (i)  the  unpaid balance of outstanding  Revolving
                    Loans at such time;

               (ii) one  hundred percent (100%) of the  aggregate
                    undrawn   face  amount  of  all   outstanding
                    Letters  of  Credit at such  time  which  the
                    Lender  has, or has caused to be,  issued  or
                    obtained for any Borrower's account;

              (iii) reserves  for accrued interest  on  the
                    Revolving Loans which is past due;

               (iv) the Environmental Compliance Reserve;

               (v)  the Permanent Reserve; and

               (vi) all   other  reasonable  reserves  which  the
                    Lender  in  its  reasonable discretion  deems
                    necessary  or  desirable  to  maintain   with
                    respect to any Borrower's account, including,
                    without  limitation, any  amounts  which  the
                    Lender  could reasonably be obligated to  pay
                    within a six-month period for the account  of
                    such Borrower.

          "Bank" means Bank of America, National Association.

          "Maximum  Revolving  Credit Line" means  Fifty  Million
     Dollars    ($50,000,000)   less   the   Gross   Availability
     Reductions.

     Section 2.02   The following new definition is hereby  added
to the Agreement:

          "Permanent    Reserve"   means   a   reserve    against
     Availability  of  $5,000,000 which shall  remain  in  effect
     until the Termination Date.

     Section  2.03    A new Section 9.19 is hereby added  to  the
Agreement which reads as follows:

               "Section  9.19.   Minimum  Availability.
          The  LSB  Consolidated Borrowing Group  shall
          maintain   at  all  times  unused   aggregate
          Availability  under  all of  the  LSB-Related
          Loan Agreements of at least $2,500,000."


                                -2-
<PAGE>
                          ARTICLE III
                          ___________

                     Forebearance Agreement
                     ______________________

     Section  3.01.  Forebearance.  As of this date Borrower  has
defaulted  under  the financial covenants set forth  in  Sections
9.16   and   9.17  of  the  Agreement  (the  "Financial  Covenant
Defaults").   Borrower has requested that, with  respect  to  the
Financial  Covenant  Defaults  only,  Lender  to  forebear   from
exercising its rights and remedies under the Agreement for a  60-
day  period commencing on January 1, 2000, and Lender has  agreed
to  temporarily forebear from exercising its rights and  remedies
solely  with  respect to the Financial Covenant  Defaults  for  a
period  of  60  days  or  for so long  as  Lender,  in  its  sole
discretion, deems appropriate.  Further, during the 60-day period
of  forebearance, Borrower shall not be subject  to  any  default
rate   of  interest  and  the  Letter  of  Credit  Fee  and  Swap
Transaction  Fee shall not be subject to any increases  resulting
from any Event of Default as provided under the Agreement.

                           ARTICLE IV
                           __________

         Ratifications, Representations and Warranties
         _____________________________________________

     Section 4.01.  Ratifications.  The terms and provisions  set
forth   in   this  Amendment  shall  modify  and  supersede   all
inconsistent terms and provisions set forth in the Agreement and,
except  as  expressly modified and superseded by this  Amendment,
the  terms  and  provisions of the Agreement, including,  without
limitation,  all  financial  covenants  contained  therein,   are
ratified  and  confirmed and shall continue  in  full  force  and
effect.   Lender and Borrower agree that the Agreement as amended
hereby shall continue to be legal, valid, binding and enforceable
in accordance with its terms.

     Section  4.02.   Representations and  Warranties.   Borrower
hereby  represents  and warrants to Lender  that  the  execution,
delivery  and performance of this Amendment and all  other  loan,
amendment or security documents to which Borrower is or is to  be
a  party hereunder (hereinafter referred to collectively  as  the
"Loan   Documents")  executed  and/or  delivered  in   connection
herewith, have been authorized by all requisite corporate  action
on  the  part  of Borrower and will not violate the  Articles  of
Incorporation or Bylaws of Borrower.

                           ARTICLE V
                           _________

                      Conditions Precedent
                      ____________________

     Section  5.01.   Conditions.   The  effectiveness  of   this
Amendment  is  subject  to  the  satisfaction  of  the  following
conditions  precedent (unless specifically waived in  writing  by
the Lender):

          (a)   Lender  shall have received all of the following,
     each  dated (unless otherwise indicated) as of the  date  of
     this Amendment, in form and substance satisfactory to Lender
     in its sole discretion:


                                 -3-
<PAGE>
             (i)     Company Certificate.  A certificate executed
          by  the  Secretary or Assistant Secretary  of  Borrower
          certifying  (A) that Borrower's Board of Directors  has
          met  and  adopted, approved, consented to and  ratified
          the  resolutions attached thereto which  authorize  the
          execution, delivery and performance by Borrower of  the
          Amendment and the Loan Documents, (B) the names of  the
          officers  of Borrower authorized to sign this Amendment
          and each of the Loan Documents to which Borrower is  to
          be  a  party hereunder, (C) the specimen signatures  of
          such  officers,  and (D) that neither the  Articles  of
          Incorporation nor Bylaws of Borrower have been  amended
          since the date of the Agreement;

           (ii)     No Material Adverse Change.  There shall have
          occurred  no  material adverse change in the  business,
          operations,  financial condition, profits or  prospects
          of  Borrower,  or in the Collateral since  October  31,
          1999,  and  except as disclosed to Lender  by  Borrower
          during  a  meeting  between  Lender  and  Borrower   on
          December 8, 1999, and the Lender shall have received  a
          certificate  of Borrower's chief executive  officer  to
          such effect;

          (iii)       Other  Documents.   Borrower   shall   have
          executed   and  delivered  such  other  documents   and
          instruments  as  well as required  record  searches  as
          Lender may require.

          (b)  All corporate proceedings taken in connection with
     the  transactions  contemplated by this  Amendment  and  all
     documents,  instruments  and other  legal  matters  incident
     thereto  shall  be  satisfactory to  Lender  and  its  legal
     counsel, Jenkens & Gilchrist, a Professional Corporation.

          (c)   Forebearance Fee.  The CCI Borrower  Subsidiaries
     shall  have  paid to Lender a forebearance fee of  $150,000,
     which  shall also be applied to the fees resulting from  any
     subsequent amendments to the Agreement.

                           ARTICLE VI
                           __________

                         Miscellaneous
                         _____________

     Section  6.01.  Survival of Representations and  Warranties.
All  representations and warranties made in the Agreement or  any
other  document or documents relating thereto, including, without
limitation, any Loan Document furnished in connection  with  this
Amendment,  shall  survive the execution  and  delivery  of  this
Amendment  and the other Loan Documents, and no investigation  by
Lender  or  any  closing  shall affect  the  representations  and
warranties or the right of Lender to rely thereon.

     Section 6.02.  Reference to Agreement.  The Agreement,  each
of  the  Loan  Documents,  and  any  and  all  other  agreements,
documents  or instruments now or hereafter executed and delivered
pursuant  to  the terms hereof or pursuant to the  terms  of  the
Agreement  as  amended hereby, are hereby  amended  so  that  any
reference therein to the Agreement shall mean a reference to  the
Agreement as amended hereby.


                                -4-
<PAGE>
     Section   6.03.   Severability.   Any  provision   of   this
Amendment held by a court of competent jurisdiction to be invalid
or  unenforceable shall not impair or invalidate the remainder of
this  Amendment and the effect thereof shall be confined  to  the
provision so held to be invalid or unenforceable.

     Section 6.04.  APPLICABLE LAW.  THIS AMENDMENT AND ALL OTHER
LOAN  DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO  HAVE
BEEN  MADE  AND  TO BE PERFORMABLE IN THE STATE OF  OKLAHOMA  AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OKLAHOMA.

     Section  6.05.  Successors and Assigns.  This  Amendment  is
binding  upon  and  shall  inure to the  benefit  of  Lender  and
Borrower  and their respective successors and assigns;  provided,
however,  that  Borrower may not assign or transfer  any  of  its
rights or obligations hereunder without the prior written consent
of  Lender.   Lender  may assign any or  all  of  its  rights  or
obligations hereunder without the prior consent of Borrower.

     Section 6.06.  Counterparts.  This Amendment may be executed
in one or more counterparts, each of which when so executed shall
be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.

     Section  6.07.   Effect of Waiver.  No  consent  or  waiver,
express or implied, by Lender to or of any breach of or deviation
from any covenant or condition of the Agreement or duty shall  be
deemed  a  consent  or waiver to or of any  other  breach  of  or
deviation from the same or any other covenant, condition or duty.
No  failure  on the part of Lender to exercise and  no  delay  in
exercising, and no course of dealing with respect to, any  right,
power,  or privilege under this Amendment, the Agreement  or  any
other  Loan Document shall operate as a waiver thereof, nor shall
any  single or partial exercise of any right, power, or privilege
under  this  Amendment, the Agreement or any other Loan  Document
preclude any other or further exercise thereof or the exercise of
any  other  right, power, or privilege.  The rights and  remedies
provided  for  in the Agreement and the other Loan Documents  are
cumulative and not exclusive of any rights and remedies  provided
by law.

     Section   6.08.   Headings.   The  headings,  captions   and
arrangements used in this Amendment are for convenience only  and
shall not affect the interpretation of this Amendment.

     Section 6.09.  Releases.  As a material inducement to Lender
to  enter  into  this Amendment, Borrower hereby  represents  and
warrants that there are no claims or offsets against, or defenses
or  counterclaims to, the terms and provisions of and  the  other
obligations  created or evidenced by the Agreement or  the  other
Loan  Documents.  Borrower hereby releases, acquits, and  forever
discharges  Lender, and its successors, assigns, and predecessors
in   interest,   their  parents,  subsidiaries   and   affiliated
organizations, and the officers, employees, attorneys, and agents
of  each  of  the foregoing (all of whom are herein  jointly  and
severally referred to as the "Released Parties") from any and all
liability, damages, losses, obligations, costs, expenses,  suits,
claims,  demands,  causes  of action for  damages  or  any  other
relief,  whether  or  not now known or suspected,  of  any  kind,
nature, or character, at law or in equity, which Borrower now has
or  may  have  ever  had  against any of  the  Released  Parties,

                               -5-
<PAGE>
including,  but not limited to, those relating to  (a)  usury  or
penalties or damages therefor, (b) allegations that a partnership
existed   between   Borrower  and  the  Released   Parties,   (c)
allegations  of  unconscionable acts, deceptive trade  practices,
lack   of   good  faith  or  fair  dealing,  lack  of  commercial
reasonableness or special relationships, such as fiduciary, trust
or  confidential  relationships,  (d)  allegations  of  dominion,
control,  alter  ego, instrumentality, fraud,  misrepresentation,
duress,  coercion, undue influence, interference  or  negligence,
(e)   allegations  of  tortious  interference  with  present   or
prospective  business  relationships  or  of  antitrust,  or  (f)
slander,  libel  or  damage  to  reputation,  (hereinafter  being
collectively  referred to as the "Claims"), all of  which  Claims
are hereby waived.

     Section 6.10.  Expenses of Lender.  Borrower agrees  to  pay
on  demand  (i)  all  costs and expenses reasonably  incurred  by
Lender  in  connection  with  the  preparation,  negotiation  and
execution of this Amendment and the other Loan Documents executed
pursuant   hereto   and   any  and  all  subsequent   amendments,
modifications,  and  supplements hereto  or  thereto,  including,
without  limitation, the costs and fees of Lender's legal counsel
and  the  allocated cost of staff counsel and (ii) all costs  and
expenses  reasonably  incurred by Lender in connection  with  the
enforcement  or  preservation of any rights under the  Agreement,
this  Amendment  and/or other Loan Documents, including,  without
limitation, the costs and fees of Lender's legal counsel and  the
allocated cost of staff counsel.

     Section 6.11.  NO ORAL AGREEMENTS.  THIS AMENDMENT, TOGETHER
WITH  THE  OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT  THE  FINAL
AGREEMENTS   BETWEEN  LENDER  AND  BORROWER  AND   MAY   NOT   BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR  SUBSEQUENT
ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE  NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN LENDER AND BORROWER.













                                -6-
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Amendment
effective the date first above written.

                         "BORROWER":

                         LSB INDUSTRIES, INC.


                         By:   /s/ Jack E. Golsen
                            _________________________________
                         Name:  Jack E. Golsen
                             ________________________________
                         Title: Board Chairman and President
                             ________________________________


                         SUMMIT MACHINE TOOL MANUFACTURING CORP.


                         By:   /s/ Jack E. Golsen
                            __________________________________
                         Name:  Jack E. Golsen
                            __________________________________
                         Title: Board Chairman
                            __________________________________


                         MOREY MACHINERY MANUFACTURING
                         CORPORATION


                         By:  /s/ Jack E. Golsen
                            _________________________________
                         Name:   Jack E. Golsen
                            _________________________________
                         Title:  Board Chairman
                            _________________________________


                         "LENDER"

                         BANK OF AMERICA, NATIONAL ASSOCIATION


                         By:  /s/ Michael J. Jasaitis
                            __________________________________
                            Michael J. Jasaitis, Vice President



                                 -7-