SECOND AMENDMENT
                 TO SECOND AMENDED AND RESTATED
                  LOAN AND SECURITY AGREEMENT

     THIS  SECOND  AMENDMENT TO SECOND AMENDED AND RESTATED  LOAN
AND SECURITY AGREEMENT (the "Amendment") is dated as of March  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,  which  was amended  by  that  certain  First
Amendment  to  Second  Amended and  Restated  Loan  and  Security
Agreement  dated  as  of  January 1, 2000  (as  so  amended,  the
"Agreement");

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

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

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

     WHEREAS,  the  Forebearance Period has now expired  and  the
parties  have negotiated new financial covenants and have  agreed
to increase the interest rates; and

     WHEREAS,  the  Borrower desires that the  Lender  amend  the
Agreement in certain respects; and

     WHEREAS, the Lender is willing to amend the Agreement and to
grant Borrower's requests for new financial covenants 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:

<PAGE>
                           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.

                           ARTICLE II
                           __________
                           Amendments
                           __________

     Section 2.01  The following new definitions are hereby added
to the Agreement:

          "EBITDA"  means  earnings of any Person  before  taking
     into    account    interest,   taxes,   depreciation,    and
     amortization, all as determined in accordance with GAAP.

          "Net  Worth"  means  the net worth  of  any  Person  as
     determined in accordance with GAAP.

     Section 2.02   Amendment to Section 3.1 (a) Interest  Rates.
Section  3.1  (a)  of  the Agreement is  hereby  amended  in  its
entirety to read as follows:

      "3.1 Interest.

        (a)     Interest Rates.  All amounts charged as Revolving
Loans  shall bear interest on the unpaid principal amount thereof
from  the  date made until paid in full in cash at the Applicable
Interest Rate as described in Sections 3.1(a)(i) and (ii) but not
to  exceed the maximum rate permitted by applicable law.  Subject
to  the provisions of Section 3.2, any of the Revolving Loans may
be  converted  into,  or continued as, Reference  Rate  Loans  or
Eurodollar Rate Loans in the manner provided in Section 3.2.   If
at any time Revolving Loans are outstanding with respect to which
notice  has not been delivered to Lender in accordance  with  the
terms of this Agreement specifying the basis for determining  the
interest  rate  applicable thereto, then  those  Revolving  Loans
shall  be Reference Rate Loans and shall bear interest at a  rate
determined by reference to the Reference Rate until notice to the
contrary has been given to the Lender and such notice has  become
effective.   Except  as otherwise provided  herein,  the  amounts
charged  as Revolving Loans shall bear interest at the  following
rates (the "Applicable Interest Rate"):

               (i)    For all amounts charged as Revolving  Loans
     other  than  Eurodollar Rate Loans, including all  Revolving
     Loans  which are Reference Rate Loans, then at a fluctuating
     per annum rate equal to one and one-half percent (1.50%) per
     annum (the "Reference Rate Margin") plus the Reference Rate;
     and


                                -2-
<PAGE>
               (ii)  If  the Revolving Loans are Eurodollar  Rate
     Loans,  then at a per annum rate equal to three  and  seven-
     eighths percent (3.875%) per annum (the "Eurodollar Margin")
     plus  the  Eurodollar  Rate determined  for  the  applicable
     Interest Period.

     Each change in the Reference Rate shall be reflected in  the
interest rate described in (i) above as of the effective date  of
such change.  All interest charges shall be computed on the basis
of  a  year  of  three hundred sixty (360) days and  actual  days
elapsed.   Except  as  otherwise provided  herein,  (1)  interest
accrued  on each Eurodollar Rate Loan shall be payable in arrears
on  each  Eurodollar  Interest Payment Date  applicable  to  such
Eurodollar  Rate Loan, and (2) interest accrued on the  Reference
Rate  Loans will be payable in arrears on the first day  of  each
month hereafter.@

     Section  2.03   Amendment to Section 9.16.  Section 9.16  of
the  Agreement  is  hereby amended to read  in  its  entirety  as
follows:

          "9.16      LSB  Net Worth.  The Net Worth  of  the  LSB
     Consolidated Borrowing Group will not be less than or, where
     a  deficit  amount is anticipated as indicated by  brackets,
     e.g. [  ], such deficit amount will not be greater than, the
     following amounts at the end of each of the Fiscal  Quarters
     during the following Fiscal Year:
<TABLE>
<CAPTION>
     Fiscal Quarters in the
     Following  Fiscal Year         1st Quarter      2nd  Quarter    3rd Quarter    4th Quarter
     ______________________         ___________      ____________    ___________    ___________
     <S>                           <C>              <C>              <C>            <C>
     Fiscal Quarter during
     Fiscal Year Ending
     December 31, 2000              [$7,000,000]     [$7,500,000]    [$9,000,000]    [$11,500,000]
</TABLE>

     Section  2.04   Amendment to Section 9.17.  Section 9.17  of
the  Agreement  is  hereby amended to read  in  its  entirety  as
follows:

          "9.17      LSB  Interest Coverage Ratio. The  ratio  of
     interest  owed  by the LSB Consolidated Borrowing  Group  to
     EBITDA of the LSB Consolidated Borrowing Group, will not  be
     less  than  the following ratios at the end of each  of  the
     Fiscal Quarters during the following Fiscal Year:
<TABLE>
<CAPTION>
     Fiscal Quarters in the
     Following Fiscal Year          1st Quarter      2nd  Quarter     3rd Quarter     4th Quarter
     ______________________         ___________      ____________     ___________     ___________
     <S>                           <C>               <C>              <C>             <C>
     Fiscal Year Ending
     December 31, 2000                 .5:1               1:1              1:1             1:1
</TABLE>

     Section  2.05    Section  9.18 of the  Agreement  is  hereby
amended in its entirety to read as follows:

          "9.18      On  or  before October 1, 2000 Borrower  and
     Lender shall have determined new financial covenants for the
     Fiscal  Year  beginning in January, 2001 acceptable  in  all

                                -3-
<PAGE>
     respects  to  Lender, in its sole discretion.   Unless  such
     financial covenants have been agreed to by October 1,  2000,
     then  this  Agreement  will terminate automatically  on  the
     Termination Date without further notice by Lender."

     Section  2.06    Section  9.19 is hereby  deleted  from  the
Agreement.

     Section  2.07   Section 11.1(e) of the Agreement  is  hereby
amended to read as follows:

          "(e)  any  default by any Borrower in  any  payment  of
     principal of or interest on any indebtedness (other than the
     Obligations  and Intercompany Accounts) for  borrowed  money
     where  the  then outstanding amount exceeds $500,000  beyond
     any  period of grace provided with respect thereto or in the
     performance  of  any  other  agreement,  term  or  condition
     contained  in any agreement under which any such  obligation
     is  created if (i) the effect of such default is to cause or
     permit  the holder or holders of such obligation  to  cause,
     such  obligation to become due prior to its stated maturity,
     and  (ii)  the effect of such default would have a  material
     adverse effect on the Borrower."

     All other provisions of Section 11.1 remain unchanged.


                          ARTICLE III
                          ___________
            Amendment to Letter of Credit Agreement
            _______________________________________

     Section  3.01.   Letter of Credit Agreement. The  Letter  of
Credit  Fee  as  defined and described in the  Letter  of  Credit
Agreement is hereby increased to two percent (2%) per annum.  All
other  provisions  of  the  Letter  of  Credit  Agreement  remain
unchanged.

                           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


                               -4-
<PAGE>
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:

             (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 December  31,
          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.

                              -6-
<PAGE>

                           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.

     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.

                                -6-
<PAGE>
     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,
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.


                                -7-
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Amendment
on the date first above written.

                        "BORROWER":

                        LSB INDUSTRIES, INC.


                        By:  /s/ Tony M. Shelby
                           ______________________________________
                        Name:  Tony M. Shelby
                             ____________________________________
                        Title:  Executive Vice President
                             ____________________________________


                        SUMMIT MACHINE TOOL MANUFACTURING CORP.


                        By:  /s/ Tony M. Shelby
                           _______________________________________
                        Name:   Tony M. Shelby
                            ______________________________________
                        Title:  Vice President
                             _____________________________________


                        MOREY MACHINERY MANUFACTURING
                        CORPORATION


                        By:  /s/ Tony M. Shelby
                           _________________________________________
                        Name:   Tony M. Shelby
                             _______________________________________
                        Title:  Vice President
                             _______________________________________

                        "LENDER"

                        BANK OF AMERICA, NATIONAL ASSOCIATION


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