<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1

(Mark One)

[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

          For the fiscal year ended December 31, 2000

                                       or

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                 For the transition period          to
                                           ---------  ----------

                      Commission file number
                                            ------------

                                 CLIMACHEM, INC.
             (Exact name of Registrant as specified in its Charter)

                 Oklahoma                              73-1528549
          (State of Incorporation)                  (I.R.S. 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

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:  None

         Indicate by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for the shorter period that the Registrant has had
to file the reports), and (2) has been subject to the filing requirements for
the past 90 days.  YES  X  NO    .
                      -----  ----

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    X   .
                             -------

         All outstanding shares of Common Stock of the registrant are held
directly or indirectly by the registrant's parent company, LSB Industries, Inc.



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                                    PART III


Item 10.  Directors and Executive Officers of the Company.

         The following table sets forth certain information regarding the
directors and executive officers of the Company. Except for Mr. Wewers, the
directors and officers of the Company also serve as directors and officers of
the Company's parent, LSB. Each of the directors and officers listed below have
served in their respective positions since the Company's formation in 1997. The
executive officers are elected by the Board of Directors. The term of each
director of the Company is one year.

Name                       Age    Office

Jack E. Golsen             72     Chairman of the Board, Chief Executive
                                  Officer and President
Barry H. Golsen            50     President
                                  of LSB's Climate Control
                                  Business and Vice Chairman of
                                  the Board
David R. Goss              60     Vice President and Director
Tony M. Shelby             59     Vice President/Chief Financial
                                  Officer and Director
Jim D. Jones               59     Vice President-Treasurer
David M. Shear             41     Secretary
James L. Wewers            55     Vice President
Raymond B. Ackerman        78     Director
Robert C. Brown, M.D.      70     Director
Bernard G. Ille            74     Director
Horace G. Rhodes           73     Director
Jerome D. Shaffer, M.D.    84     Director

         Jack E. Golsen, the founder of LSB, has served as Chairman of the
Board, Chief Executive Officer and President of LSB since its inception in 1969.
During 1996, Mr. Golsen was inducted into the Oklahoma Commerce and Industry
Hall of Honor as one of Oklahoma's leading industrialists. Mr. Golsen has a
degree from the University of New Mexico in biochemistry.

         Barry H. Golsen has served as the Vice Chairman of the Board of LSB
since August 1994, and has served for more than five years as the President of
LSB's Climate Control Business. Mr. Golsen has both his undergraduate and law
degrees from the University of Oklahoma.

         Tony M. Shelby, a certified public accountant, has served as a director
of LSB since 1971 and has served as the Senior Vice President and Chief
Financial Officer of LSB for more than five years. Prior to becoming Senior Vice
President and Chief Financial Officer of LSB, Mr. Shelby served as Chief
Financial Officer of a subsidiary of the Company, and was with the accounting
firm of Arthur Young & Co., a predecessor to Ernst & Young LLP. Mr. Shelby is a
graduate of Oklahoma City University.


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         David R. Goss, a certified public accountant, has served as a director
of LSB since 1971 and has served as the Senior Vice President - Operations of
LSB or in a comparable capacity for more than five years. Mr. Goss is a graduate
of Rutgers University.

         Jim D. Jones, a certified public accountant, has served in his present
capacity with LSB since 1976. Prior to that time, he was an accountant with
Arthur Young & Co., a predecessor to Ernst & Young LLP. Mr. Jones is a graduate
of the University of Central Oklahoma.

         David M. Shear has served as the Vice President-General Counsel of LSB
since 1990. Prior to that time, Mr. Shear was in private practice with a law
firm in Boston, Massachusetts, and served as an attorney with the Federal Trade
Commission. Mr. Shear is a graduate of Brandeis University and has a law degree
from Boston University.

         James L. Wewers has served for more than five years as the President of
the Chemical Business. Prior to becoming President of the Chemical Business, Mr.
Wewers was an executive with the Chemicals Group of Gulf Oil. Mr. Wewers is a
graduate of Rockhurst College.

         Raymond B. Ackerman has served as a director of LSB since 1993. Mr.
Ackerman has served as Chairman of the Board and President of Ackerman, McQueen,
Inc., the largest public relations firm in Oklahoma, from 1972 until his
retirement in 1992. Mr. Ackerman currently serves as Chairman Emeritus of
Ackerman, McQueen, Inc. Mr. Ackerman retired as a Rear Admiral from the United
States Naval Reserves. Mr. Ackerman is a graduate of Oklahoma City University,
and in 1996, he was awarded an honorary doctorate from Oklahoma City University.

         Robert C. Brown, M.D., has served as a director of LSB since 1969. Dr.
Brown has practiced medicine for many years and is Vice President and Treasurer
of Plaza Medical Group, P.C. Dr. Brown is a graduate of Tufts University and
received his medical degree from Tufts University.

         Bernard G. Ille has served as a director of LSB since 1971. Mr. Ille
served as President and Chief Executive Officer of First Life Assurance Company
from May 1988, until it was acquired in March 1994. For more than five years
prior to joining First Life, Mr. Ille served as President of United Founders
Life Insurance Company. Mr. Ille is a director of Landmark Land Company, Inc.,
which was the parent company of First Life. Mr. Ille is also a director for
Quail Creek Bank, N.A. Mr. Ille is currently a private investor. He is a
graduate of the University of Oklahoma.

         Horace G. Rhodes has served as a director of LSB since 1996. Mr. Rhodes
is the Chairman of the law firm of Kerr, Irvine, Rhodes & Ables and has served
in such or similar capacity and has practiced law for a period in excess of five
years. Since 1972, Mr. Rhodes has served as Executive Vice President and General


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Counsel for the Association of Oklahoma Life Insurance Companies, and since 1982
has served as Executive Vice President and General Counsel for the Oklahoma Life
and Health Insurance Guaranty Association. Mr. Rhodes received his undergraduate
and law degrees from the University of Oklahoma.

         Jerome D. Shaffer, M.D., has served as a director of LSB since its
inception in 1969. He is currently and has been for the last five years a
private investor. Dr. Shaffer is a graduate of Penn State University and
received his medical degree from Jefferson Medical College.

         Jack E. Golsen is the father of Barry H. Golsen. Dr. Robert C. Brown is
the brother-in-law and uncle of Jack E. Golsen and Barry H. Golsen,
respectively.

Item 11.  Executive Compensation.

         The following table shows the aggregate cash compensation which the
Company and its subsidiaries paid or accrued to the Chief Executive Officer and
each of the other most highly-paid executive officers of the Company (which
includes the Vice Chairman of the Board who also serves as President of the
Company's Climate Control Business), other than the CEO, whose total annual
salary and bonus exceeds $100,000.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                                   Long-term
                                                                    Compen-
                                                                    sation
                                                                    Awards
                                       Annual Compensation
                                                                   Securities
                                                                   Underlying
   Name and                               Salary         Bonus       Stock
   Position                      Year       ($)          ($)(3)     Options

<S>                             <C>       <C>            <C>       <C>
Jack E. Golsen                  2000         --(1)          --            --
Chairman of                     1999         --(1)          --       132,500
the Board,                      1998         --(1)          --            --
President and
Chief Executive Officer

Barry H. Golsen                 2000    226,600(2)          --            --
Vice Chairman                   1999    226,600(2)     100,000        93,000
of the Board                    1998    226,600(2)          --            --
and President of
the Climate Control Business

James L. Wewers                 2000    200,850(2)          --            --
Vice President                  1999    200,850(2)          --        30,000
                                1998    200,850(2)          --            --
</TABLE>


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         (1) For each of 2000, 1999 and 1998, LSB paid to Jack E. Golsen a
salary of $477,400. Although Jack E. Golsen performed substantial services for
the Company during 2000, the Company did not reimburse LSB for any of Mr.
Golsen's compensation due to provisions of the Services Agreement between LSB
and the Company ("Services Agreement") which prohibit the Company from
reimbursing LSB for costs and expenses associated with Mr. Golsen. Under the
terms of the Management Agreement between LSB and the Company ("Management
Agreement") the Company will, under certain conditions, reimburse LSB for the
services of Mr. Golsen. The Company did not meet the earnings criteria under the
Management Agreement in 1998 or 1999 to require the Company to make payments to
LSB under the Management Agreement. See Item 13, "Certain Relationships and
Related Transactions - Contractual Arrangements" for a discussion of the
Services Agreement and the Management Agreement.

         (2) Prior to January 1, 2000, Barry H. Golsen and James L. Wewers were
paid by LSB, and under the Services Agreement the Company reimbursed LSB for
that portion of the compensation paid to Barry H. Golsen and James L. Wewers
relating to the Company and its subsidiaries. Since all or substantially all of
the services performed by Barry H. Golsen and James L. Wewers were related to
the Company and/or its subsidiaries, the Company reimbursed LSB for all
compensation paid to Barry H. Golsen and James L. Wewers during 1998 and 1999.
For the year ended December 31, 2000, Barry H. Golsen and James L. Wewers were
compensated directly by the Company. See Item 13 " Certain Relationships and
Related Transactions - Contractual Arrangements" for a discussion of the
Services Agreement.

         (3) Bonuses are for services rendered for the prior fiscal year. No
bonuses were paid to the named executive officers for 1997, 1998 or 1999
performance, except for a compensation adjustment paid in 2000 to Barry H.
Golsen due to the 1999 stand-alone profitability and performance of the Climate
Control Businesses which report to him. No bonuses are expected to be paid to
the named executive officers for 2000 performance.

         Directors' Compensation. Due to LSB and the Company holding joint Board
of Director meetings and also due to the revised allocations of costs under the
Services Agreement, approximately 75% of the directors' fees paid in 2000 to the
members of the Board of Directors that are not employees of LSB or the Company
and that are directors of both the Company and LSB were allocated to the
Company. The Company believes that such allocation is fair and reasonable as a
substantial portion of the businesses of LSB are owned by the Company. See Item
13 "Certain Relationships and Related Transactions - Contractual Arrangements"
for a discussion of the Services Agreement.

         Option Grants in 2000. There were no individual grants of LSB stock
options made to any of the executive officers named in the above Summary
Compensation Table during the last fiscal year.


<PAGE>   6

         Employment Contracts and Termination of Employment and Change in
Control Arrangements.

(a)      Termination of Employment and Change in Control Agreements. The Company
         does not have any severance agreements with its officers. However, LSB
         has entered into severance agreements with Jack E. Golsen, Barry H.
         Golsen, Tony M. Shelby, David R. Goss, David M. Shear, James L. Wewers
         and certain other officers of LSB and subsidiaries of LSB.

         Each severance agreement provides (among other things) that if, within
         twenty-four (24) months after the occurrence of a change in control (as
         defined) of LSB, LSB terminates the officer's employment other than for
         cause (as defined), or the officer terminates his employment for good
         reason (as defined), LSB must pay the officer an amount equal to 2.9
         times the officer's base amount (as defined). The phrase "base amount"
         means the average annual gross compensation paid by LSB to the officer
         and includable in the officer's gross income during the period
         consisting of the most recent five (5) year period immediately
         preceding the change in control. If the officer has been employed by
         LSB for less than 5 years, the base amount is calculated with respect
         to the most recent number of taxable years ending before the change in
         control that the officer worked for LSB.

         The severance agreements provide that a "change in control" means a
         change in control of LSB of a nature that would require the filing of a
         Form 8-K with the Securities and Exchange Commission and, in any event,
         would mean when: (1) any individual, firm, corporation, entity, or
         group (as defined in Section 13(d)(3) of the Securities Exchange Act of
         1934, as amended) becomes the beneficial owner, directly or indirectly,
         of thirty percent (30%) or more of the combined voting power of LSB's
         outstanding voting securities having the right to vote for the election
         of directors, except acquisitions by: (a) any person, firm,
         corporation, entity, or group which, as of the date of the severance
         agreement, has that ownership, or (b) Jack E. Golsen, his wife; his
         children and the spouses of his children; his estate; executor or
         administrator of any estate, guardian or custodian for Jack E. Golsen,
         his wife, his children, or the spouses of his children, any
         corporation, trust, partnership, or other entity of which Jack E.
         Golsen, his wife, children, or the spouses of his children own at least
         eighty percent (80%) of the outstanding beneficial voting or equity
         interests, directly or indirectly, either by any one or more of the
         above-described persons, entities, or estates; and certain affiliates
         and associates of any of the above-described persons, entities, or
         estates; (2) individuals who, as of the date of the severance
         agreement, constitute the Board of Directors of LSB (the "Incumbent
         Board") and who cease for any reason to constitute a majority of the
         Board of Directors except that any person becoming a director
         subsequent to the date of the severance agreement, whose election or
         nomination for election is approved by a majority of the Incumbent
         Board (with certain limited exceptions), will constitute a member of
         the


<PAGE>   7


         Incumbent Board; or (3) the sale by the Company of all or substantially
         all of its assets.

         Except for the severance agreement with Jack E. Golsen, the termination
         of an officer's employment with LSB "for cause" means termination
         because of: (a) the mental or physical disability from performing the
         officer's duties for a period of one hundred twenty (120) consecutive
         days or one hundred eighty days (even though not consecutive) within a
         three hundred sixty (360) day period; (b) the conviction of a felony;
         (c) the embezzlement by the officer of LSB assets resulting in
         substantial personal enrichment of the officer at the expense of LSB;
         or (d) the willful failure (when not mentally or physically disabled)
         to follow a direct written order from LSB's Board of Directors within
         the reasonable scope of the officer's duties performed during the sixty
         (60) day period prior to the change in control. The definition of
         "Cause" contained in the severance agreement with Jack E. Golsen means
         termination because of: (a) the conviction of Mr. Golsen of a felony
         involving moral turpitude after all appeals have been completed; or (b)
         if due to Mr. Golsen's serious, willful, gross misconduct or willful,
         gross neglect of his duties has resulted in material damages to LSB and
         its subsidiaries, taken as a whole, provided that (i) no action or
         failure to act by Mr. Golsen will constitute a reason for termination
         if he believed, in good faith, that such action or failure to act was
         in LSB's or its subsidiaries' best interest, and (ii) failure of Mr.
         Golsen to perform his duties hereunder due to disability shall not be
         considered willful, gross misconduct or willful, gross negligence of
         his duties for any purpose.

         The termination of an officer's employment with LSB for "good reason"
         means termination because of (a) the assignment to the officer of
         duties inconsistent with the officer's position, authority, duties, or
         responsibilities during the sixty (60) day period immediately preceding
         the change in control of LSB or any other action which results in the
         diminishment of those duties, position, authority, or responsibilities;
         (b) the relocation of the officer; (c) any purported termination by LSB
         of the officer's employment with LSB otherwise than as permitted by the
         severance agreement; or (d) in the event of a change in control of LSB,
         the failure of the successor or parent company to agree, in form and
         substance satisfactory to the officer, to assume (as to a successor) or
         guarantee (as to a parent) the severance agreement as if no change in
         control had occurred.

         Except for the severance agreement with Jack E. Golsen, each severance
         agreement runs until the earlier of: (a) three years after the date of
         the severance agreement, or (b) the officer's normal retirement date
         from LSB; however, beginning on the first anniversary of the severance
         agreement and on each annual anniversary thereafter, the term of the
         severance agreement automatically extends for an additional one-year
         period, unless LSB gives notice otherwise at least sixty (60) days
         prior to the anniversary


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         date. The severance agreement with Jack E. Golsen is effective for a
         period of three (3) years from the date of the severance agreement;
         except that, commencing on the date one (1) year after the date of such
         severance agreement and on each annual anniversary thereafter, the term
         of such severance agreement shall be automatically extended so as to
         terminate three (3) years from such renewal date, unless LSB gives
         notices otherwise at least one (1) year prior to the renewal date.

(b)      Employment Agreement. The Company does not have employment agreements
         with any of its officers. However, in March, 1996, LSB entered into an
         employment agreement with Jack E. Golsen. The employment agreement
         requires LSB to employ Jack E. Golsen as an executive officer of LSB
         for an initial term of three (3) years and provides for two (2)
         automatic renewals of three (3) years each unless terminated by either
         party by the giving of written notice at least one (1) year prior to
         the end of the initial or first renewal period, whichever is
         applicable. Under the terms of such employment agreement, Mr. Golsen
         shall be paid (i) an annual base salary at his 1995 base rate, as
         adjusted from time to time by the Compensation Committee, but such
         shall never be adjusted to an amount less than Mr. Golsen's 1995 base
         salary, (ii) an annual bonus in an amount as determined by the
         Compensation Committee, and (iii) receive from LSB certain other fringe
         benefits. The employment agreement provides that Mr. Golsen's
         employment may not be terminated, except (i) upon conviction of a
         felony involving moral turpitude after all appeals have been exhausted,
         (ii) Mr. Golsen's serious, willful, gross misconduct or willful, gross
         negligence of duties resulting in material damage to LSB and its
         subsidiaries, taken as a whole, unless Mr. Golsen believed, in good
         faith, that such action or failure to act was in the Company's or its
         subsidiaries' best interest, and (iii) Mr. Golsen's death; provided,
         however, no such termination under (i) or (ii) above may occur unless
         and until LSB has delivered to Mr. Golsen a resolution duly adopted by
         an affirmative vote of three-fourths of the entire membership of the
         Board of Directors at a meeting called for such purpose after
         reasonable notice given to Mr. Golsen finding, in good faith, that Mr.
         Golsen violated (i) or (ii) above. If Mr. Golsen's employment is
         terminated in breach of this Agreement, then he shall, in addition to
         his other rights and remedies, receive and LSB shall pay to Mr. Golsen
         (i) in a lump sum cash payment, on the date of termination, a sum equal
         to the amount of Mr. Golsen's annual base salary at the time of such
         termination and the amount of the last bonus paid to Mr. Golsen prior
         to such termination times (a) the number of years remaining under the
         employment agreement or (b) four (4) if such termination occurs during
         the last twelve (12) months of the initial period or the first renewal
         period, and (ii) provide to Mr. Golsen all of the fringe benefits that
         LSB was obligated to provide during his employment under the employment
         agreement for the remainder of the term of the employment agreement,
         or, if terminated at any time during the last


<PAGE>   9


         twelve (12) months of the initial period or first renewal period, then
         during the remainder of the term and the next renewal period.

         If there is a change in control (as defined in the severance agreement
between Mr. Golsen and LSB) and within twenty-four (24) months after such change
in control Mr. Golsen is terminated, other than for Cause (as defined in the
severance agreement), then in such event, the severance agreement between Mr.
Golsen and LSB shall be controlling.

         In the event Mr. Golsen becomes disabled and is not able to perform his
duties under the employment agreement as a result thereof for a period of twelve
(12) consecutive months within any two (2) year period, LSB shall pay Mr. Golsen
his full salary for the remainder of the term of the employment agreement and
thereafter sixty percent (60%) of such salary until Mr. Golsen's death.

         Compensation Committee Interlocks and Insider Participation. LSB's
Executive Salary Review Committee has the authority to set the compensation of
all officers of the Company. This Committee generally considers and approves the
recommendations of the President of LSB. The members of the Executive Salary
Review Committee of LSB are the following non-management directors: Robert C.
Brown, M.D., Jerome D. Shaffer, M.D., and Bernard G. Ille. During 2000, the
Executive Salary Review Committee had two meetings.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         (a) and (b) All of the outstanding shares of the Company's voting
securities are owned by LSB. (c) If change in control occurs at LSB, such would
result in a change in control of the Company.

Item 13. Certain Relationships and Related Transactions.

Formation and Capitalization of Company

         The Company was formed as an Oklahoma corporation and a wholly owned
subsidiary of LSB on October 17, 1997. The Company acquired its subsidiaries
through capital contributions of each subsidiary's outstanding stock from LSB to
the Company, except Northwest Financial Corporation ("Northwest"), which was
contributed to the Company by Prime, a wholly owned subsidiary of LSB. LSB owns
95% and Prime owns the remaining 5% of the issued and outstanding capital stock
of the Company.

Leases

         The Company's Climate Control manufacturing subsidiaries are leasing
facilities and production equipment from an affiliate under various operating
leases and a capital lease. Rental expense associated with the operating leases
aggregated $2,539,000 for the year ended December 31, 2000. In December 1999, a
subsidiary of the Climate Control Business


<PAGE>   10


entered into a capital lease with a subsidiary of LSB which is not a subsidiary
of the Company. The lease agreement required an initial payment of $2 million
for capital improvements required in the facility which was paid in 1999, and
requires 112 monthly payments of $20,291 commencing on September 1, 2006.

         During July 1999, a subsidiary of the Company sold 26 railcars to a
non-affiliated entity for approximately $1.1 million. Thereafter, the entity
leased the railcars to a subsidiary of LSB, which is neither the Company nor a
subsidiary of the Company. A subsidiary of the Company has entered into a
services agreement with such LSB subsidiary pursuant to which such subsidiary is
to provide railcar services to a subsidiary of the Company. Under the services
agreement, the Company's subsidiary will pay a fee based on each railcar unit
used by such subsidiary of $1,031 per month. The Company's subsidiary paid
$322,000 in 2000 relating to the fee which is included in the rent expense
associated with operating leases discussed above. Furthermore, the LSB
subsidiary reimbursed the Company's subsidiary for maintenance fees relating to
the railcars of $125,000 in 2000. The Company's subsidiary is not required to
use any railcar equipment under the services agreement, and the services
agreement may be terminated at anytime on 30 days written notice.

EDC Purchase

         In 1983, LSB Chemical Corp. ("LSBC"), a subsidiary of the Company,
acquired all of the outstanding stock of EDC from its then four stockholders
("Ex-Stockholders"). A substantial portion of the purchase price consisted of an
earnout based primarily on the annual after-tax earnings of EDC for a 10-year
period. During 1989, two of the Ex-Stockholders received LSBC promissory notes
for a portion of their earnout, in lieu of cash, totaling approximately
$896,000, payable $496,000 in January, 1990, and $400,000 in May, 1994. LSBC
agreed to a buyout of the balance of the earnout from the four Ex-Stockholders
for an aggregate purchase amount of $1,231,000. LSBC purchased for cash the
earnout from two of the Ex-Stockholders and issued multi-year promissory notes
totaling $676,000 to the other two Ex-Stockholders. Jack E. Golsen guaranteed
LSBC's payment obligation under the promissory notes. These promissory notes
have been assigned in their entirety from LSBC to the Company, and the guarantee
by Jack E. Golsen remains in place. The unpaid balance of these notes at March
31, 2001, was $400,000.

Contractual Arrangements

         Services Agreement

         On November 21, 1997, the company and LSB entered into a services
agreement (the "Services Agreement") pursuant to which LSB will continue to
provide to the Company various services, including financial and accounting,
order entry, billing, credit, payable, insurance, legal, human resources,
advertising and marketing, and related administrative and management services,
that LSB has historically provided to the operations and


<PAGE>   11


businesses of the Company. The Company will pay to, or reimburse, LSB for the
costs and expenses incurred by LSB in the performance of the Services Agreement.

         Under the terms of the Services Agreement, the Company will pay to, or
reimburse, LSB for the value of the office facilities of LSB, including LSB's
principal offices and financial accounting offices utilized in the performance
of the Services Agreement. LSB will determine the proportionate usage of such
facilities by LSB and the Company, and the Company will pay to, or reimburse,
LSB for its proportionate share of such usage.

         Charges for such services aggregated $1,952,000 for the year ended
December 31, 2000. Management of the Company believes these charges from LSB
reasonably approximate additional general and administrative costs, which would
have been incurred if the Company had been an independent entity during such
period. This amount does not include reimbursements for costs described in the
next paragraph or amounts paid by LSB relating to certain of the Company's
payroll that are directly charged to the Company by LSB.

         The Services Agreement also provides that LSB will permit employees of
the Company and its subsidiaries to continue to participate in the benefit plans
and programs sponsored by LSB. The Company will pay to, or reimburse, LSB for
the costs associated with participation by the employees of the Company in LSB's
benefit plans and programs.

         In addition, the Services Agreement allows for purchases of other goods
and services to the extent that the amount paid approximates fair value that
would be paid to a third party. In 2000, subsidiaries of the Company purchased
certain raw materials and finished goods from a subsidiary of LSB, not a
subsidiary of the Company, for $9,306,000. In 2000, subsidiaries of the Company
purchased certain raw materials with LSB's assistance and paid $947,000 to LSB
in commissions on such purchases. In 2000, the Company also purchased $757,000
in industrial supplies from subsidiaries of LSB which are not subsidiaries of
the Company.

         LSB has focused its efforts and resources on its core businesses, which
represent those of the Company. LSB has also realigned its overhead to better
match its focus on the Chemical and Climate Control Businesses of the Company.
In connection with such restructuring, effective January 1, 2000, the Company
began paying certain executive officers of both LSB and the Company and certain
other employees of both LSB and the Company formerly paid by LSB, and reimbursed
by the Company, as well as operating costs previously paid by LSB and reimbursed
by the Company pursuant to the Services Agreement. In addition, the Company paid
to Donald W. Munson, a director of LSB, approximately $37,000 for consulting
services in connection with developing the Company's European business.


<PAGE>   12


         Management Agreement

         On November 21, 1997, LSB and the Company entered into a management
agreement (the "Management Agreement"), which provides that LSB will provide to
the Company, managerial oversight and guidance concerning the broad policies,
strategic decisions and operations of the Company and the subsidiaries and the
rendering of such further managerial assistance as deemed reasonably necessary
by LSB. Under the Management Agreement, the Company is to pay LSB a fee for such
services which will not exceed $1.8 million annually. If management determines
that it is probable that the Company will have to pay the annual management fee
to LSB, then the fee will be accrued quarterly based upon the excess of actual
earnings before interest, income taxes, depreciation and amortization ("EBITDA")
for the quarter minus $6,500,000, not to exceed $450,000. If at the end of the
calendar year, EBITDA is less than $26 million, management fees paid to LSB
during the year shall be refunded to the Company for the first three quarters of
the year, not to exceed $1,350,000. The maximum management fee amount to be paid
to LSB by the Company is adjusted annually commensurate with the percentage
change, if any, in the Consumer Price Index during the preceding calendar year.
For the year ended December 31, 2000, the Company was required to pay LSB $1.8
million under the Management Agreement inasmuch as EBITDA exceeded $26 million
for the period. No payments were made to LSB under the Management Agreement in
1999 or 1998.

         Tax Sharing Agreement

         On November 21, 1997, the Company and LSB entered into a tax sharing
agreement (the "Tax Sharing Agreement") which provides for (i) the allocation of
payments of taxes for periods during which the Company and its subsidiaries and
LSB are included in the same consolidated group for federal income tax purposes
or the same consolidated, combined or unitary returns for state, local or
foreign tax purposes, (ii) the allocation of responsibility for the filing of
tax returns, (iii) the conduct of tax audits and the handling of tax
controversies, and (iv) various related matters. For tax periods beginning after
December 1996 and ending ten years thereafter, so long as the Company is
included in LSB's consolidated federal income tax returns or state consolidated
combined or unitary tax returns, the Company will be required to pay to LSB an
amount equal to the Company's consolidated federal and state income tax
liability calculated as if the Company and its subsidiaries were a separate
consolidated tax group and not part of LSB's consolidated tax group. Such amount
is payable in estimated quarterly installments. If the sum of the estimated
quarterly installments is (a) greater than the tax liability of the Company, on
a consolidated basis, as determined by LSB, under the Tax Sharing Agreement,
then LSB will refund the amount of the excess to the Company, or (b) less than
the Company's tax liability, on a consolidated basis, as determined by LSB,
under the Tax


<PAGE>   13


Sharing Agreement, then the Company will pay to LSB the amount of the
deficiency. The Company recorded a provision for income taxes relating to the
extraordinary gain on the repurchase of Senior Unsecured Notes for the year
ended December 31, 2000 of $.1 million which was payable to LSB under the terms
of the Tax Sharing Agreement ($.8 million had been paid as of December 31, 2000
for the tax liability existing at September 30, 2000). The Company did not pay
LSB any amounts under the Tax Sharing Agreement in 1999 or 1998.

Directors' Compensation

         Due to LSB and the Company holding joint Board of Director meetings and
also due to the revised allocations of costs under the Services Agreement in
2000, approximately 75% of the director's fees paid to the members of the Board
of Directors that are not employees of LSB or the Company and that are directors
of both the Company and LSB were allocated to the Company. The Company believes
that this allocation is fair and reasonable as a substantial portion of the
businesses of LSB are owned by the Company.

Affiliated Loans

         As of December 31, 2000 and 1999, the Company had advanced LSB $2
million pursuant to a provision in the bond indenture which allows the Company
to make up to a $2 million investment in any other "person", as defined. The
advance bears interest at 10-3/4% per annum payable on demand.

         The Company has, at various times, maintained certain unsecured
borrowings from LSB and its subsidiaries and made loans and advances to LSB
which generally bear interest. At December 31, 2000, the Company had loans and
advances due from LSB of approximately $13.4 million, $10.0 million of which was
loaned to LSB from the proceeds of the sale of the Notes, as defined, and bears
interest at 10-3/4%, maturing November 2007 and $3.4 million due from LSB and
affiliates related to cash advances from the Company to LSB and affiliates prior
to the sale of the Notes, as defined, from borrowings on the Company's credit
facilities. This loan is due by its terms in November 2007 and bears interest at
7% per annum. At December 31, 2000 the Company had $1.1 million due from LSB and
affiliates included in current assets related to advances as discussed
previously, interest and refunds due associated with operations under the
Services Agreement or refunds under the management or tax agreements. The
Company earned interest income on net loans and advances due from LSB and
affiliates aggregating approximately $1,531,000 for the year ended December 31,
2000.

Revolving Credit Facility

         The Company, and certain subsidiaries of the Company, are parties to a
revolving credit facility. LSB guarantees all of the obligations of the
Company's subsidiaries under such revolving credit facility.

Guaranty of Loans

         LSB has guaranteed lease payments due by the Company's subsidiaries in
both the Climate Control and Chemical Businesses under certain lease purchase
agreements and certain term debt


<PAGE>   14


instruments, the principal amount of which is approximately $1.5 million as of
December 31, 2000.

Employee Benefit Plans

         Prior to the formation of the Company, the employees of the Chemical
Business and the Climate Control Business were eligible to participate in LSB's
Employee Savings Plan, health insurance plan, and various stock option plans.
LSB has allowed the employees of the Company to continue to be eligible for all
of such plans on the same terms and conditions as LSB's employees.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) FINANCIAL STATEMENTS

     The following consolidated financial statements of the Company appear
immediately following this Part IV:*

                                                                     PAGES
                                                                     -----

Report of Independent Auditors                                       F-1

Consolidated Balance Sheets at December 31, 2000 and 1999            F-2

Consolidated Statements of Operations for each of
  the three years in the period ended December 31, 2000              F-3

Consolidated Statements of Stockholders' Equity
  for each of the three years in the period ended
  December 31, 2000                                                  F-4

Consolidated Statements of Cash Flows for
  each of the three years in the period
  ended December 31, 2000                                            F-5 to F-6

Notes to Consolidated Financial Statements                           F-7 to F-49

Quarterly Financial Data (Unaudited)                                 F-50

(a)(2) FINANCIAL STATEMENT SCHEDULE

        The Company has included the following schedule in this report:

II - Valuation and Qualifying Accounts                               F-51


* These financial statements are included in the original Form 10-K for the year
ended December 31, 2000, filed with the Securities and Exchange Commission on
April 17, 2001.

     The Company has omitted all other schedules because the conditions
requiring their filing do not exist or because the required information appears
in the Company's Consolidated Financial Statements, including the notes to those
statements.


<PAGE>   15


(a)(3) EXHIBITS

          3.1. Certificate of Incorporation of ClimaChem, Inc., which the
     Company hereby incorporates by reference from Exhibit 3.1 to the Company's
     Registration Statement, No. 333-44905.

          3.2. Bylaws of ClimaChem, Inc., which the Company hereby incorporates
     by reference from Exhibit 3.2 to the Company's Registration Statement, No.
     333-44905.

          4.1. Indenture, dated as of November 26, 1997, by and among ClimaChem,
     Inc., the Subsidiary Guarantors and Bank One, N.A., as trustee, which the
     Company hereby incorporates by reference from Exhibit 4.1 to LSB
     Industries, Inc.'s Form 8-K, dated November 26, 1997.

          4.2. Form 10 3/4% Series B Senior Notes due 2007, which the Company
     hereby incorporates by reference from Exhibit 4.3 to the Company's
     Registration Statement, No. 333-44905.

          4.3. Promissory Note, dated November 26, 1997, executed by LSB
     Industries, Inc. in favor of ClimaChem, Inc., which the Company hereby
     incorporates by reference from Exhibit 10.1 to the Company's Registration
     Statement, No. 333-44905.

          4.4. First supplement to indenture dated as of February 9, 1999 which
     is incorporated by reference from Exhibit 4.19 to LSB's Form 10-K for the
     year ended December 31, 1998.

          10.1. Services Agreement, dated November 21, 1997, between LSB
     Industries, Inc. and ClimaChem, Inc., which the Company hereby incorporates
     by reference from Exhibit 10.4 to the Company's Registration Statement, No.
     333-44905.

          10.2. Management Agreement, dated November 21, 1997, between LSB
     Industries, Inc. and ClimaChem, Inc., which the Company hereby incorporates
     by reference from Exhibit 10.5 to the Company's Registration Statement, No.
     333-44905.

          10.3. Tax Sharing Agreement, dated November 21, 1997, between LSB
     Industries, Inc. and ClimaChem, Inc., which the Company hereby incorporates
     by reference from Exhibit 10.6 to the Company's Registration Statement, No.
     333-44905.

          10.4. Union Contracts, dated August 5, 1995, between EDC and the Oil,
     Chemical and Atomic Workers, and the United Steel Workers of America, dated
     November 1, 1995, which the Company hereby incorporates by reference from
     Exhibit 10.7 to the Company's Form 10-K for the fiscal year ended December
     31, 1995.

          10.5. Severance Agreement, dated January 17, 1989, between LSB
     Industries, Inc. and Jack E. Golsen, which the Company hereby incorporates
     by reference from Exhibit 10.48 to LSB Industries, Inc.'s Form 10-K for
     fiscal year ended December 31, 1988. LSB Industries, Inc. also entered into
     identical agreements with Tony M. Shelby, David R. Goss, Barry H. Golsen,
     David M. Shear, and Jim D. Jones, and the Company will provide copies
     thereof to the Commission upon request.

          10.6. Employment Agreement and Amendment to Severance Agreement, dated
     January 12, 1989 between LSB Industries, Inc. and Jack E. Golsen, dated
     March 21, 1996, which the Company hereby incorporates by reference from
     Exhibit 10.15 to LSB Industries, Inc.'s Form 10-K for fiscal year ended
     December 31, 1995.

          10.7. Letter Amendment, dated May 14, 1997, to Loan and Security
     Agreement between DSN Corporation and The CIT Group/Equipment Financing,
     Inc., is incorporated by reference from Exhibit 10.1 to LSB Industries,
     Inc.'s Form 10-Q for the fiscal quarter ended March 31, 1997.

          10.8. Amendment to Loan and Security Agreement, dated November 21,
     1997, between DSN Corporation and The CIT Group/Equipment Financing, Inc.,
     which the Company hereby incorporates by reference from Exhibit 10.19 to
     the Company's Registration Statement, No. 333-44905.


<PAGE>   16


          10.9. Guaranty Agreement, dated November 21, 1997, executed by
     ClimaChem, Inc. in favor of The CIT Group/Equipment Financing, Inc., which
     the Company hereby incorporates by reference from Exhibit 10.20 to the
     Company's Registration Statement, No. 333-44905.

          10.10. Promissory Note, dated July 14, 1989, from Climate Master, Inc.
     to Oklahoma County Finance Authority, which the Company hereby incorporates
     by reference from Exhibit 10.21 to the Company's Registration Statement,
     No. 333-44905.

          10.11. Extension of Maturity on Promissory Note, dated February 7,
     1997, relating to the Promissory Note, dated July 14, 1989, from Climate
     Master, Inc., to Oklahoma County Finance Authority, which the Company
     hereby incorporates by reference from Exhibit 10.22 to the Company's
     Registration Statement, No. 333-44905.

          10.12. Mortgage of Tenant's Interest in Lease, dated July 1, 1989,
     executed by Climate Master, Inc. in favor of the Oklahoma County Finance
     Authority, which the Company hereby incorporates by reference from Exhibit
     10.23 to the Company's Registration Statement, No. 333-44905.

          10.13. Project Loan Agreement, dated July 1, 1989, between Climate
     Master, Inc., and the Oklahoma County Finance Authority, which the Company
     hereby incorporates by reference from Exhibit 10.24 to the Company's
     Registration Statement, No. 333-44905.

          10.14. Land Lease, dated March 1, 1995, between DSN Corporation and
     Koch Sulphur Products Company, which the Company hereby incorporates by
     reference from Exhibit 10.29 to the Company's Registration Statement, No.
     333-44905.

          10.15. Promissory Note, dated June 2, 1997, executed by International
     Environmental Corporation in favor of ORIX Credit Alliance, Inc., which the
     Company hereby incorporates by reference from Exhibit 10.30 to the
     Company's Registration Statement, No. 333-44905.

          10.16. Security Agreement-Mortgage on Goods and Chattels, dated April
     18, 1997, executed by International Environmental Corporation in favor of
     ORIX Credit Alliance, Inc., which the Company hereby incorporates by
     reference from Exhibit 10.31 to the Company's Registration Statement, No.
     333-44905.

          10.17. Lease Agreement, dated March 7, 1988, between Northwest
     Financial Corporation and International Environmental Corporation, which
     the Company hereby incorporates by reference from Exhibit 10.32 to the
     Company's Registration Statement, No. 333-44905.

          10.18. First Amendment, dated August 17, 1995, to Lease Agreement,
     dated March 7, 1988, between Prime Financial Corporation and International
     Environmental Corporation, which the Company hereby incorporates by
     reference from Exhibit 10.33 to the Company's Registration Statement, No.
     333-44905.

          10.19. Assignment, dated August 17, 1995, between Northwest Financial
     Corporation and Prime Financial Corporation, which the Company hereby
     incorporates by reference from Exhibit 10.34 to the Company's Registration
     Statement, No. 333-44905.

          10.20. Loan and Security Agreement, dated March 14, 1995, between
     International Environmental Corporation and Met-Life Capital Corporation,
     which the Company hereby incorporates by reference from Exhibit 10.35 to
     the Company's Registration Statement, No. 333-44905.

          10.21. Lease Agreement, dated April 3, 1996, between Amplicon
     Financial and International Environmental Corporation, which the Company
     hereby incorporates by reference from Exhibit 10.36 to the Company's
     Registration Statement, No. 333-44905.

          10.22. Equipment Purchase and Security Agreement, dated February 1,
     1994, between U.S. Amada Ltd. and Climate Master, Inc., which the Company
     hereby incorporates by reference from Exhibit 10.37 to the Company's
     Registration Statement, No. 333-44905. Climate Master has entered into
     three other Equipment Purchase and Security Agreements which are
     substantially identical in all material respects except the principal
     amount is


<PAGE>   17


     $380,000, $88,000, and $330,000, respectively. Copies of each of the
     foregoing will be provided to the Commission upon request.

          10.23. Loan and Security Agreement (DSN Plant), dated October 31,
     1994, between DSN Corporation and The CIT Group, which the Company hereby
     incorporates by reference from Exhibit 10.1 to LSB Industries, Inc.'s Form
     10-Q for the fiscal quarter ended September 30, 1994.

          10.24. Loan and Security Agreement (Mixed Acid Plant), dated April 5,
     1995, between DSN Corporation and The CIT Group, which the Company hereby
     incorporates by reference from Exhibit 10.25 to LSB Industries, Inc.'s Form
     10-K for the fiscal year ended December 31, 1994.

          10.25. First Amendment to Loan and Security Agreement (DSN Plant),
     dated June 1, 1995, between DSN Corporation and The CIT Group/Equipment
     Financing, Inc., which the Company hereby incorporates by reference from
     Exhibit 10.13 to the Company's Registration Statement, No. 333-44905.

          10.26. First Amendment to Loan and Security Agreement (Mixed Acid
     Plant), dated November 15, 1995, between DSN Corporation and The CIT
     Group/Equipment Financing, Inc., which the Company hereby incorporates by
     reference from Exhibit 10.15 to the Company's Registration Statement, No.
     333-44905.

          10.27. Loan and Security Agreement (Rail Tank Cars), dated November
     15, 1995, between DSN Corporation and The CIT Group/Equipment Financing,
     Inc., which the Company hereby incorporates by reference from Exhibit 10.16
     to the Company's Registration Statement, No. 333-44905.

          10.28. First Amendment to Loan and Security Agreement (Rail Tank
     Cars), dated November 15, 1995, between DSN Corporation and The CIT
     Group/Equipment Financing, Inc., which the Company hereby incorporates by
     reference from Exhibit 10.17 to the Company's Registration Statement, No.
     333-44905.

          10.29. Letter Amendment, dated May 14, 1997, to Loan and Security
     Agreement between DSN Corporation and The CIT Group/Equipment Financing,
     Inc., which the Company hereby incorporates by reference from Exhibit 10.1
     to LSB Industries, Inc.'s Form 10-Q for the fiscal quarter ended March 31,
     1997.

          10.30. Amendment to Loan and Security Agreement, dated November 21,
     1997, between DSN Corporation and The CIT Group/Equipment Financing, Inc.,
     which the Company hereby incorporates by reference from Exhibit 10.19 to
     the Company's Registration Statement, No. 333-44905.

          10.31. Anhydrous Ammonia Sales Agreement, dated May 28, 1997, to be
     effective January 1, 1997, between Koch Nitrogen Company and El Dorado
     Chemical Company, which the Company hereby incorporates by reference from
     Exhibit 10.1 to LSB Industries, Inc.'s Form 10-Q for the fiscal quarter
     ended June 30, 1997. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN
     OMITTED AS IT IS THE SUBJECT OF COMMISSION ORDER CF #5551, DATED SEPTEMBER
     25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM
     OF INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

          10.32. Baytown Nitric Acid Project and Supply Agreement, dated June
     27, 1997, by and among El Dorado Nitrogen Company, El Dorado Chemical
     Company and Bayer Corporation, which the Company hereby incorporates by
     reference from Exhibit 10.2 to LSB Industries, Inc.'s Form 10-Q for the
     fiscal quarter ended June 30, 1997. CERTAIN INFORMATION WITHIN THIS EXHIBIT
     HAS BEEN OMITTED AS IT S THE SUBJECT OF COMMISSION ORDER CF #5551, DATED
     SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE
     FREEDOM OF INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS
     AMENDED.

          10.33. First Amendment to Baytown Nitric Acid Supply Agreement, dated
     February 1, 1999, between El Dorado Nitrogen Company and Bayer Corporation,
     which the Company hereby incorporates by reference from Exhibit 10.30 to
     LSB Industries, Inc.'s Form 10-K for the fiscal year ended December 31,
     1998. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE
     SUBJECT OF A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
     SECURITIES AND EXCHANGE COMMISSION UNDER THE FREEDOM OF INFORMATION ACT.
     THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
     SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.


<PAGE>   18
          10.34. Service Agreement, dated June 27, 1997, between Bayer
     Corporation and El Dorado Nitrogen Company, which the Company hereby
     incorporates by reference from Exhibit 10.3 to LSB Industries, Inc.'s Form
     10-Q for the fiscal quarter ended June 30, 1997. CERTAIN INFORMATION WITHIN
     THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION ORDER CF
     #5551, DATED SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL
     TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND THE SECURITIES EXCHANGE
     ACT OF 1934, AS AMENDED.

          10.35. Ground Lease, dated June 27, 1997, between Bayer Corporation
     and El Dorado Nitrogen Company, which the Company hereby incorporates by
     reference from Exhibit 10.4 to LSB Industries, Inc.'s Form 10-Q for the
     fiscal quarter ended June 30, 1997. CERTAIN INFORMATION WITHIN THIS EXHIBIT
     HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION ORDER CF #5551, DATED
     SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE
     FREEDOM OF INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS
     AMENDED.

          10.36. Participation Agreement, dated as of June 27, 1997, among El
     Dorado Nitrogen Company, Boatmen's Trust Company of Texas as Owner Trustee,
     Security Pacific Leasing corporation, as Owner Participant and a
     Construction Lender, Wilmington Trust Company, Bayerische Landesbank, New
     York Branch, as a Construction Lender and the Note Purchaser, and Bank of
     America National Trust and Savings Association, as Construction Loan Agent,
     which the Company hereby incorporates by reference from Exhibit 10.5 to LSB
     Industries, Inc.'s Form 10-Q for the fiscal quarter ended June 30, 1997.
     CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE
     SUBJECT OF COMMISSION ORDER CF #5551, DATED SEPTEMBER 25, 1997, GRANTING A
     REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND
     THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

          10.37. Lease Agreement, dated as of June 27, 1997, between Boatmen's
     Trust Company of Texas as Owner Trustee and El Dorado Nitrogen Company,
     which the Company hereby incorporates by reference from Exhibit 10.6 to LSB
     Industries, Inc.'s Form 10-Q for the fiscal quarter ended June 30, 1997.

          10.38. Security Agreement and Collateral Assignment of Construction
     Documents, dated as of June 27, 1997, made by El Dorado Nitrogen Company,
     which the Company hereby incorporates by reference from Exhibit 10.7 to LSB
     Industries, Inc.'s Form 10-Q for the fiscal quarter ended June 30, 1997.

          10.39. Security Agreement and Collateral Assignment of Facility
     Documents, dated as of June 27, 1997, made by El Dorado Nitrogen Company
     and consented to by Bayer Corporation, which the Company hereby
     incorporates by reference from Exhibit 10.8 to LSB Industries, Inc.'s Form
     10-Q for the fiscal quarter ended June 30, 1997.

          10.40. Amendment to Loan and Security Agreement, dated March 16, 1998,
     between The CIT Group/Equipment Financing, Inc., and DSN Corporation, which
     the Company hereby incorporates by reference from Exhibit 10.54 to the
     Company's Registration Statement, No. 333-44905.

          10.41. Sales Contract, dated December 7, 1998, between Solutia, Inc.
     and El Dorado Chemical Company, which the Company hereby incorporates by
     reference from Exhibit 10.39 to LSB Industries, Inc.'s Form 10-K for the
     fiscal year ended December 31, 1998. CERTAIN INFORMATION WITHIN THIS
     EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION ORDER # 8176,
     DATED JUNE 9, 1999, GRANTING A REQUEST BY THE COMPANY FOR CONFIDENTIAL
     TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE FREEDOM OF
     INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

          10.42. Agreement, dated March 23, 1999, among El Dorado Chemical
     Company, El Dorado Nitrogen Company, Bayer Corporation, ICF Kaiser
     Engineers, Inc., ICF Kaiser International, Inc., and Acstar Insurance
     Company, which the Company hereby incorporates by reference from Exhibit
     10.41 to LSB Industries, Inc.'s Form 10-K for the fiscal year ended
     December 31, 1998.


<PAGE>   19


          10.43. Union Contract, dated as of August 1, 1998, between EDC and the
     International Association of Machinists and Aerospace Workers, which the
     Company hereby incorporates by reference from Exhibit 10.42 to LSB
     Industries, Inc.'s Form 10-K for the year ended December 31, 1998.

          10.44. Stock Purchase Agreement, dated February 9, 1999, by and
     between LSB Holdings, Inc. and ClimaChem, Inc., which the Company hereby
     incorporates by reference from Exhibit 10.59 to the Company's Form 10-K for
     the fiscal year ended December 31, 1998.

          10.45. Amendment to Anhydrous Ammonia Sales Agreement, dated January
     4, 2000, to be effective October 1, 1999, between Koch Nitrogen Company and
     El Dorado Chemical Company, which is incorporated by reference from LSB
     Industries, Inc. Amendment No 2 to its 1999 Form 10-K. CERTAIN INFORMATION
     WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION
     ORDER CF#9650, DATED JULY 2000, GRANTING A REQUEST BY THE COMPANY FOR
     CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
     FREEDOM OF INFORMATION ACT.

          10.46. Anhydrous Ammonia Sales Agreement, dated January, 12, 2000, to
     be effective October 1, 1999, between Koch Nitrogen and El Dorado Chemical
     Company, which is incorporated by reference from exhibit 10.44 to LSB
     Industries, Inc. Amendment No 2 to its 1999 Form 10-K. CERTAIN INFORMATION
     WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION
     ORDER CF#9650, DATED JULY 2000, GRANTING A REQUEST BY THE COMPANY FOR
     CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
     FREEDOM OF INFORMATION ACT.

          10.47. Rail Car Service Agreement, dated July 29, 1999, between Prime
     Financial Corporation and El Dorado Chemical Company, which the Company
     hereby incorporates by reference from Exhibit 10.2 to the Company's Form
     10-Q for the fiscal quarter ended September 30, 1999.

          10.48. Covenant waiver letter, dated October 19, 2000, with CIT Group,
     which is incorporated by reference from exhibit 10.1 to LSB Industries,
     Inc. Form 10-Q for the quarter ended September 30, 2000.

          10.49. Lease Agreement, dated October 31, 2000 between Cherokee
     Nitrogen Company and El Dorado Chemical Company.*

          10.50. Letter of Intent, dated December 22, 2000, between El Dorado
     Chemical Company and Orica USA, Inc., which the Company hereby incorporates
     by reference from Exhibit 10.56 to LSB Industries, Inc. Form 10-K for the
     year ended December 31, 2000. *

          10.51. Loan and Security Agreement, dated April 13, 2001 by and among
     LSB Industries, Inc., ClimaChem, Inc. and each of its Subsidiaries that are
     Signatories, the Lenders that are Signatories and Foothill Capital
     Corporation.**

     21.1. Subsidiaries of the Company *

     23.1. Consent of Independent Auditors *

* Included in the original Form 10-K for the year ended December 31, 2000, which
was filed with the Securities and Exchange Commission on April 17, 2001.

** Filed herewith.

          (b) REPORTS ON FORM 8-K. The Company filed the following report on
     Form 8-K during the fourth quarter of 2000.

          (i) Form 8-K, dated November 15, 2000. (date of event: October 31,
     2000). The item reported was Item 2, "Acquisition or Disposition of
     Assets", discussing the letter agreement between LSB Chemical Corp. and
     Orica USA, Inc., and the agreement between Orica Nitrogen, L.L.C., Orica
     USA, Inc. and LSB Chemical Corp. relating to the acquisition of certain
     assets located in Cherokee, Alabama and Crystal City, Missouri.


<PAGE>   20
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has caused the undersigned,
duly-authorized, to sign this Amendment No. 1 to the report on its behalf on
this 27th day of April, 2001.

                             CLIMACHEM, INC.


                             By:   /s/ Jack E. Golsen
                                 Jack E. Golsen
                                 Chairman of the Board and
                                 President
                                 (Principal Executive Officer)

                             By:   /s/ Tony M. Shelby
                                 Tony M. Shelby
                                 Vice President-Chief Financial Officer
                                 (Principal Financial Officer)

                             By:   /s/ Jim D. Jones
                                 Jim D. Jones
                                 Vice President-Treasurer
                                 (Principal Accounting Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the undersigned have signed this report on behalf of the Company, in
the capacities and on the dates indicated.

Dated:  April 27, 2001        By:   /s/ Jack E. Golsen
                                  Jack E. Golsen, Director

Dated:  April 27, 2001        By:   /s/ Tony M. Shelby
                                  Tony M. Shelby, Director

Dated:  April 27, 2001        By:   /s/ David R. Goss
                                  David R. Goss, Director

Dated:  April 27, 2001        By:   /s/ Barry H. Golsen
                                  Barry H. Golsen, Director

Dated:  April 27, 2001        By:   /s/ Robert C. Brown
                                  Robert C. Brown, Director

Dated:  April 27, 2001        By:   /s/ Bernard G. Ille
                                  Bernard G. Ille, Director


<PAGE>   21


Dated:  April 27, 2001        By:   /s/ Jerome D. Shaffer
                                  Jerome D. Shaffer, Director

Dated:  April 27, 2001        By:   /s/ Raymond B. Ackerman
                                  Raymond B. Ackerman, Director

Dated:  April 27, 2001        By:   /s/ Horace G. Rhodes
                                  Horace G. Rhodes, Director





<PAGE>   22


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO.            DESCRIPTION
---            -----------
<S>            <C>

3.1.           Certificate of Incorporation of ClimaChem, Inc., which the
               Company hereby incorporates by reference from Exhibit 3.1 to the
               Company's Registration Statement, No. 333-44905.

3.2.           Bylaws of ClimaChem, Inc., which the Company hereby incorporates
               by reference from Exhibit 3.2 to the Company's Registration
               Statement, No. 333-44905.

4.1.           Indenture, dated as of November 26, 1997, by and among ClimaChem,
               Inc., the Subsidiary Guarantors and Bank One, N.A., as trustee,
               which the Company hereby incorporates by reference from Exhibit
               4.1 to LSB Industries, Inc.'s Form 8-K, dated November 26, 1997.

4.2.           Form 10 3/4% Series B Senior Notes due 2007, which the Company
               hereby incorporates by reference from Exhibit 4.3 to the
               Company's Registration Statement, No. 333-44905.

4.3.           Promissory Note, dated November 26, 1997, executed by LSB
               Industries, Inc. in favor of ClimaChem, Inc., which the Company
               hereby incorporates by reference from Exhibit 10.1 to the
               Company's Registration Statement, No. 333-44905.

4.4.           First supplement to indenture dated as of February 9, 1999 which
               is incorporated by reference from Exhibit 4.19 to LSB's Form 10-K
               for the year ended December 31, 1998.

10.1.          Services Agreement, dated November 21, 1997, between LSB
               Industries, Inc. and ClimaChem, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.4 to the Company's
               Registration Statement, No. 333-44905.

10.2.          Management Agreement, dated November 21, 1997, between LSB
               Industries, Inc. and ClimaChem, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.5 to the Company's
               Registration Statement, No. 333-44905.

10.3.          Tax Sharing Agreement, dated November 21, 1997, between LSB
               Industries, Inc. and ClimaChem, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.6 to the Company's
               Registration Statement, No. 333-44905.

10.4.          Union Contracts, dated August 5, 1995, between EDC and the Oil,
               Chemical and Atomic Workers, and the United Steel Workers of
               America, dated November 1, 1995, which the Company hereby
               incorporates by reference from Exhibit 10.7 to the Company's Form
               10-K for the fiscal year ended December 31, 1995.

10.5.          Severance Agreement, dated January 17, 1989, between LSB
               Industries, Inc. and Jack E. Golsen, which the Company hereby
               incorporates by reference from Exhibit 10.48 to LSB Industries,
               Inc.'s Form 10-K for fiscal year ended December 31, 1988. LSB
               Industries, Inc. also entered into identical agreements with Tony
               M. Shelby, David R. Goss, Barry H. Golsen, David M. Shear, and
               Jim D. Jones, and the Company will provide copies thereof to the
               Commission upon request.

10.6.          Employment Agreement and Amendment to Severance Agreement, dated
               January 12, 1989 between LSB Industries, Inc. and Jack E. Golsen,
               dated March 21, 1996, which the Company hereby incorporates by
               reference from Exhibit 10.15 to LSB Industries, Inc.'s Form 10-K
               for fiscal year ended December 31, 1995.

10.7.          Letter Amendment, dated May 14, 1997, to Loan and Security
               Agreement between DSN Corporation and The CIT Group/Equipment
               Financing, Inc., is incorporated by reference from Exhibit 10.1
               to LSB Industries, Inc.'s Form 10-Q for the fiscal quarter ended
               March 31, 1997.

10.8.          Amendment to Loan and Security Agreement, dated November 21,
               1997, between DSN Corporation and The CIT Group/Equipment
               Financing, Inc., which the Company hereby incorporates by
               reference from Exhibit 10.19 to the Company's Registration
               Statement, No. 333-44905.
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10.9.          Guaranty Agreement, dated November 21, 1997, executed by
               ClimaChem, Inc. in favor of The CIT Group/Equipment Financing,
               Inc., which the Company hereby incorporates by reference from
               Exhibit 10.20 to the Company's Registration Statement, No.
               333-44905.

10.10.         Promissory Note, dated July 14, 1989, from Climate Master, Inc.
               to Oklahoma County Finance Authority, which the Company hereby
               incorporates by reference from Exhibit 10.21 to the Company's
               Registration Statement, No. 333-44905.

10.11.         Extension of Maturity on Promissory Note, dated February 7, 1997,
               relating to the Promissory Note, dated July 14, 1989, from
               Climate Master, Inc., to Oklahoma County Finance Authority, which
               the Company hereby incorporates by reference from Exhibit 10.22
               to the Company's Registration Statement, No. 333-44905.

10.12.         Mortgage of Tenant's Interest in Lease, dated July 1, 1989,
               executed by Climate Master, Inc. in favor of the Oklahoma County
               Finance Authority, which the Company hereby incorporates by
               reference from Exhibit 10.23 to the Company's Registration
               Statement, No. 333-44905.

10.13.         Project Loan Agreement, dated July 1, 1989, between Climate
               Master, Inc., and the Oklahoma County Finance Authority, which
               the Company hereby incorporates by reference from Exhibit 10.24
               to the Company's Registration Statement, No. 333-44905.

10.14.         Land Lease, dated March 1, 1995, between DSN Corporation and Koch
               Sulphur Products Company, which the Company hereby incorporates
               by reference from Exhibit 10.29 to the Company's Registration
               Statement, No. 333-44905.

10.15.         Promissory Note, dated June 2, 1997, executed by International
               Environmental Corporation in favor of ORIX Credit Alliance, Inc.,
               which the Company hereby incorporates by reference from Exhibit
               10.30 to the Company's Registration Statement, No. 333-44905.

10.16.         Security Agreement-Mortgage on Goods and Chattels, dated April
               18, 1997, executed by International Environmental Corporation in
               favor of ORIX Credit Alliance, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.31 to the Company's
               Registration Statement, No. 333-44905.

10.17.         Lease Agreement, dated March 7, 1988, between Northwest Financial
               Corporation and International Environmental Corporation, which
               the Company hereby incorporates by reference from Exhibit 10.32
               to the Company's Registration Statement, No. 333-44905.

10.18.         First Amendment, dated August 17, 1995, to Lease Agreement, dated
               March 7, 1988, between Prime Financial Corporation and
               International Environmental Corporation, which the Company hereby
               incorporates by reference from Exhibit 10.33 to the Company's
               Registration Statement, No. 333-44905.

10.19.         Assignment, dated August 17, 1995, between Northwest Financial
               Corporation and Prime Financial Corporation, which the Company
               hereby incorporates by reference from Exhibit 10.34 to the
               Company's Registration Statement, No. 333-44905.

10.20.         Loan and Security Agreement, dated March 14, 1995, between
               International Environmental Corporation and Met-Life Capital
               Corporation, which the Company hereby incorporates by reference
               from Exhibit 10.35 to the Company's Registration Statement, No.
               333-44905.

10.21.         Lease Agreement, dated April 3, 1996, between Amplicon Financial
               and International Environmental Corporation, which the Company
               hereby incorporates by reference from Exhibit 10.36 to the
               Company's Registration Statement, No. 333-44905.

10.22.         Equipment Purchase and Security Agreement, dated February 1,
               1994, between U.S. Amada Ltd. and Climate Master, Inc., which the
               Company hereby incorporates by reference from Exhibit 10.37 to
               the Company's Registration Statement, No. 333-44905. Climate
               Master has entered into three other Equipment Purchase and
               Security Agreements which are substantially identical in all
               material respects except the principal amount is
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<PAGE>   24


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               $380,000, $88,000, and $330,000, respectively. Copies of each of
               the foregoing will be provided to the Commission upon request.


10.23.         Loan and Security Agreement (DSN Plant), dated October 31, 1994,
               between DSN Corporation and The CIT Group, which the Company
               hereby incorporates by reference from Exhibit 10.1 to LSB
               Industries, Inc.'s Form 10-Q for the fiscal quarter ended
               September 30, 1994.

10.24.         Loan and Security Agreement (Mixed Acid Plant), dated April 5,
               1995, between DSN Corporation and The CIT Group, which the
               Company hereby incorporates by reference from Exhibit 10.25 to
               LSB Industries, Inc.'s Form 10-K for the fiscal year ended
               December 31, 1994.

10.25.         First Amendment to Loan and Security Agreement (DSN Plant), dated
               June 1, 1995, between DSN Corporation and The CIT Group/Equipment
               Financing, Inc., which the Company hereby incorporates by
               reference from Exhibit 10.13 to the Company's Registration
               Statement, No. 333-44905.

10.26.         First Amendment to Loan and Security Agreement (Mixed Acid
               Plant), dated November 15, 1995, between DSN Corporation and The
               CIT Group/Equipment Financing, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.15 to the Company's
               Registration Statement, No. 333-44905.

10.27.         Loan and Security Agreement (Rail Tank Cars), dated November 15,
               1995, between DSN Corporation and The CIT Group/Equipment
               Financing, Inc., which the Company hereby incorporates by
               reference from Exhibit 10.16 to the Company's Registration
               Statement, No. 333-44905.

10.28.         First Amendment to Loan and Security Agreement (Rail Tank Cars),
               dated November 15, 1995, between DSN Corporation and The CIT
               Group/Equipment Financing, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.17 to the Company's
               Registration Statement, No. 333-44905.

10.29.         Letter Amendment, dated May 14, 1997, to Loan and Security
               Agreement between DSN Corporation and The CIT Group/Equipment
               Financing, Inc., which the Company hereby incorporates by
               reference from Exhibit 10.1 to LSB Industries, Inc.'s Form 10-Q
               for the fiscal quarter ended March 31, 1997.

10.30.         Amendment to Loan and Security Agreement, dated November 21,
               1997, between DSN Corporation and The CIT Group/Equipment
               Financing, Inc., which the Company hereby incorporates by
               reference from Exhibit 10.19 to the Company's Registration
               Statement, No. 333-44905.

10.31.         Anhydrous Ammonia Sales Agreement, dated May 28, 1997, to be
               effective January 1, 1997, between Koch Nitrogen Company and El
               Dorado Chemical Company, which the Company hereby incorporates by
               reference from Exhibit 10.1 to LSB Industries, Inc.'s Form 10-Q
               for the fiscal quarter ended June 30, 1997. CERTAIN INFORMATION
               WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF
               COMMISSION ORDER CF #5551, DATED SEPTEMBER 25, 1997, GRANTING A
               REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM OF
               INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS
               AMENDED.

10.32.         Baytown Nitric Acid Project and Supply Agreement, dated June 27,
               1997, by and among El Dorado Nitrogen Company, El Dorado Chemical
               Company and Bayer Corporation, which the Company hereby
               incorporates by reference from Exhibit 10.2 to LSB Industries,
               Inc.'s Form 10-Q for the fiscal quarter ended June 30, 1997.
               CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT S
               THE SUBJECT OF COMMISSION ORDER CF #5551, DATED SEPTEMBER 25,
               1997, GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE
               FREEDOM OF INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF
               1934, AS AMENDED.

10.33.         First Amendment to Baytown Nitric Acid Supply Agreement, dated
               February 1, 1999, between El Dorado Nitrogen Company and Bayer
               Corporation, which the Company hereby incorporates by reference
               from Exhibit 10.30 to LSB Industries, Inc.'s Form 10-K for the
               fiscal year ended December 31, 1998. CERTAIN INFORMATION WITHIN
               THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF A REQUEST
               BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND
               EXCHANGE
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<PAGE>   25


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               COMMISSION UNDER THE FREEDOM OF INFORMATION ACT. THE OMITTED
               INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
               SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.

10.34.         Service Agreement, dated June 27, 1997, between Bayer Corporation
               and El Dorado Nitrogen Company, which the Company hereby
               incorporates by reference from Exhibit 10.3 to LSB Industries,
               Inc.'s Form 10-Q for the fiscal quarter ended June 30, 1997.
               CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS
               THE SUBJECT OF COMMISSION ORDER CF #5551, DATED SEPTEMBER 25,
               1997, GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE
               FREEDOM OF INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF
               1934, AS AMENDED.

10.35.         Ground Lease, dated June 27, 1997, between Bayer Corporation and
               El Dorado Nitrogen Company, which the Company hereby incorporates
               by reference from Exhibit 10.4 to LSB Industries, Inc.'s Form
               10-Q for the fiscal quarter ended June 30, 1997. CERTAIN
               INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE
               SUBJECT OF COMMISSION ORDER CF #5551, DATED SEPTEMBER 25, 1997,
               GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM
               OF INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS
               AMENDED.

10.36.         Participation Agreement, dated as of June 27, 1997, among El
               Dorado Nitrogen Company, Boatmen's Trust Company of Texas as
               Owner Trustee, Security Pacific Leasing corporation, as Owner
               Participant and a Construction Lender, Wilmington Trust Company,
               Bayerische Landesbank, New York Branch, as a Construction Lender
               and the Note Purchaser, and Bank of America National Trust and
               Savings Association, as Construction Loan Agent, which the
               Company hereby incorporates by reference from Exhibit 10.5 to LSB
               Industries, Inc.'s Form 10-Q for the fiscal quarter ended June
               30, 1997. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN
               OMITTED AS IT IS THE SUBJECT OF COMMISSION ORDER CF #5551, DATED
               SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL TREATMENT
               UNDER THE FREEDOM OF INFORMATION ACT AND THE SECURITIES EXCHANGE
               ACT OF 1934, AS AMENDED.

10.37.         Lease Agreement, dated as of June 27, 1997, between Boatmen's
               Trust Company of Texas as Owner Trustee and El Dorado Nitrogen
               Company, which the Company hereby incorporates by reference from
               Exhibit 10.6 to LSB Industries, Inc.'s Form 10-Q for the fiscal
               quarter ended June 30, 1997.

10.38.         Security Agreement and Collateral Assignment of Construction
               Documents, dated as of June 27, 1997, made by El Dorado Nitrogen
               Company, which the Company hereby incorporates by reference from
               Exhibit 10.7 to LSB Industries, Inc.'s Form 10-Q for the fiscal
               quarter ended June 30, 1997.

10.39.         Security Agreement and Collateral Assignment of Facility
               Documents, dated as of June 27, 1997, made by El Dorado Nitrogen
               Company and consented to by Bayer Corporation, which the Company
               hereby incorporates by reference from Exhibit 10.8 to LSB
               Industries, Inc.'s Form 10-Q for the fiscal quarter ended June
               30, 1997.

10.40.         Amendment to Loan and Security Agreement, dated March 16, 1998,
               between The CIT Group/Equipment Financing, Inc., and DSN
               Corporation, which the Company hereby incorporates by reference
               from Exhibit 10.54 to the Company's Registration Statement, No.
               333-44905.

10.41.         Sales Contract, dated December 7, 1998, between Solutia, Inc. and
               El Dorado Chemical Company, which the Company hereby incorporates
               by reference from Exhibit 10.39 to LSB Industries, Inc.'s Form
               10-K for the fiscal year ended December 31, 1998. CERTAIN
               INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE
               SUBJECT OF COMMISSION ORDER # 8176, DATED JUNE 9, 1999, GRANTING
               A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
               SECURITIES AND EXCHANGE COMMISSION UNDER THE FREEDOM OF
               INFORMATION ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS
               AMENDED.

10.42.         Agreement, dated March 23, 1999, among El Dorado Chemical
               Company, El Dorado Nitrogen Company, Bayer Corporation, ICF
               Kaiser Engineers, Inc., ICF Kaiser International, Inc., and
               Acstar Insurance Company, which the Company hereby incorporates
               by reference from Exhibit 10.41 to LSB Industries, Inc.'s Form
               10-K for the fiscal year ended December 31, 1998.
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<PAGE>   26
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10.43.         Union Contract, dated as of August 1, 1998, between EDC and the
               International Association of Machinists and Aerospace Workers,
               which the Company hereby incorporates by reference from Exhibit
               10.42 to LSB Industries, Inc.'s Form 10-K for the year ended
               December 31, 1998.

10.44.         Stock Purchase Agreement, dated February 9, 1999, by and between
               LSB Holdings, Inc. and ClimaChem, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.59 to the Company's
               Form 10-K for the fiscal year ended December 31, 1998.

10.45.         Amendment to Anhydrous Ammonia Sales Agreement, dated January 4,
               2000, to be effective October 1, 1999, between Koch Nitrogen
               Company and El Dorado Chemical Company, which is incorporated by
               reference from LSB Industries, Inc. Amendment No 2 to its 1999
               Form 10-K. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN
               OMITTED AS IT IS THE SUBJECT OF COMMISSION ORDER CF#9650, DATED
               JULY 2000, GRANTING A REQUEST BY THE COMPANY FOR CONFIDENTIAL
               TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
               FREEDOM OF INFORMATION ACT.

10.46.         Anhydrous Ammonia Sales Agreement, dated January, 12, 2000, to be
               effective October 1, 1999, between Koch Nitrogen and El Dorado
               Chemical Company, which is incorporated by reference from exhibit
               10.44 to LSB Industries, Inc. Amendment No 2 to its 1999 Form
               10-K. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS
               IT IS THE SUBJECT OF COMMISSION ORDER CF#9650, DATED JULY 2000,
               GRANTING A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY
               THE SECURITIES AND EXCHANGE COMMISSION UNDER THE FREEDOM OF
               INFORMATION ACT.

10.47.         Rail Car Service Agreement, dated July 29, 1999, between Prime
               Financial Corporation and El Dorado Chemical Company, which the
               Company hereby incorporates by reference from Exhibit 10.2 to the
               Company's Form 10-Q for the fiscal quarter ended September 30,
               1999.

10.48.         Covenant waiver letter, dated October 19, 2000, with CIT Group,
               which is incorporated by reference from exhibit 10.1 to LSB
               Industries, Inc. Form 10-Q for the quarter ended September 30,
               2000.

10.49.         Lease Agreement, dated October 31, 2000 between Cherokee Nitrogen
               Company and El Dorado Chemical Company.*

10.50.         Letter of Intent, dated December 22, 2000, between El Dorado
               Chemical Company and Orica USA, Inc., which the Company hereby
               incorporates by reference from Exhibit 10.56 to LSB Industries,
               Inc. Form 10-K for the year ended December 31, 2000. *

10.51.         Loan and Security Agreement, dated April 13, 2001 by and among
               LSB Industries, Inc., ClimaChem, Inc. and each of its
               Subsidiaries that are Signatories, the Lenders that are
               Signatories and Foothill Capital Corporation.**

21.1.          Subsidiaries of the Company *

23.1.          Consent of Independent Auditors *
</TABLE>

*  Included in the original Form 10-K for the year ended December 31, 2000,
   which was filed with the Securities and Exchange Commission on April 17,
   2001.

** Filed herewith.