##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    000-4197
 United States Lime &
    Minerals, Inc.
 (Exact name of Registrant as
    specified in its charter)
  Texas

75-0789226(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)5429 LBJ Freeway,
    Suite 230,
    Dallas, Texas(Address of principal
    executive offices)

75240(Zip code)   Registrants telephone number, including area code:
    (972) 991-8400
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.10 par value

The NASDAQ Stock Market LLC   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PagePART IITEM 1.


BUSINESS


1ITEM 1A.


RISK FACTORS


10ITEM 1B.


UNRESOLVED STAFF COMMENTS


14ITEM 2.


PROPERTIES


14ITEM 3.


LEGAL PROCEEDINGS


14ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


14PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


14ITEM 6.


SELECTED FINANCIAL DATA


16ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATION


16ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


27ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


28ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


53ITEM 9A(T).


CONTROLS AND PROCEDURES


53ITEM 9B.


OTHER INFORMATION


53PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


53ITEM 11.


EXECUTIVE COMPENSATION


54ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


54ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


54ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


54PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


54SIGNATURES


57EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2   i




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS. General.    (972) 991-8400, Form 10-K, Form 10-Q, Form 8-K
 Lime
    and Limestone Operations.  Business and Products.
      Product Sales.
   1




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Order Backlog.
  Seasonality.
  Limestone Reserves. 3
     2




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Mining.
    Plants and Facilities. and/or
           3




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Employees.
  Competition.
       4




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Impact of Environmental
    Laws.
             5




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Map of
    U.S. Lime & Minerals, Inc.
    Operations/Interests  
 Natural
    Gas Interests.  Interests.
       6




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Regulation.
    
    requiring permits for the drilling of wells;
    numerous federal and state safety requirements;
    environmental requirements;
    property taxes and severance taxes; and
    specific state and federal income tax provisions.  Customers and Pricing.
  Drilling Activity.
  Production Activity.
  2008


2007


2006Gross producing wellsO & G Lease


26



14



8Drillsite Agreement


4



2



0Total


30



16



8Natural gas production volume (BCF)


1.5



1.1



0.6Average sales price per MCF

$
10.66


$
8.16


$
7.61Total cost of revenues per MCF(1)

$
1.28


$
1.56


$
1.21     (1)
    
    Includes taxes other than income taxes.  Delivery Commitments.
  Natural Gas Reserves.
 7




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##### Table of Contents



2008


2007


2006Developed


Undeveloped


Total


Developed


Undeveloped


Total


Developed


Undeveloped


TotalProved natural gas reserves (BCF)


12.0



4.4



16.4



9.7



8.3



18.0



5.4



2.5



7.9Proved natural gas liquids (MBBLS)


0.4



0.2



0.6























Future estimated net revenues (in thousands)

$
67,738


$
22,252


$
89,990


$
57,871


$
46,056


$
103,927


$
26,478


$
9,775


$
36,253Standardized measure(1) 
    (in thousands)

$
24,111


$
6,608


$
30,719


$
20,520


$
13,510


$
34,030


$
9,602


$
3,012


$
12,614     (1)
    
    This present value data should not be construed as
    representative of fair market value, since such data is based
    upon projected cash flows, which do not provide for escalation
    or reduction of natural gas prices or for escalation or
    reduction of expenses and capital costs. The reserve estimates
    as of December 31, 2008, 2007 and 2006 utilized gas prices
    per MCF at such dates of $7.06, $7.68 and $6.48, respectively.  Undeveloped Acreage.
  Glossary of Certain Oil and Gas
    Terms.
  BBLS
  BCF
  Depletion
  Formation
  Future estimated net revenues
  MBBLS
  MCF
  Operator
  Proved developed reserves
 8




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Proved reserves
  and/or
      Proved undeveloped reserves
  Royalty
  Severance tax
  Standardized measure of discounted future net cash
    flows standardized
    measure
  Undeveloped acreage
 9




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Working interest
  ITEM 1A.
    RISK
    FACTORS.  General.
  Both
    of our business segments continue to be adversely impacted by
    recessionary economic conditions in the U.S.
        The
    current financial crisis may adversely impact our financial
    condition and results of operations in various
    ways.
        Lime
    and Limestone Operations.
  In the
    normal course of our Lime and Limestone Operations, we face
    various business and financial risks that could have a material
    adverse effect on our financial position, results of operations,
    cash flows and competitive position. Not all risks are
    foreseeable or within our ability to control.
   10




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and/or
      We
    incur environmental compliance costs, including capital,
    maintenance and operating costs, with respect to pollution
    control facilities, the cost of ongoing monitoring programs, the
    cost of reclamation and remediation efforts and other similar
    costs and liabilities relating to our compliance with
    Environmental Laws, and we expect these costs and liabilities to
    continue to increase, including possible new costs, taxes and
    limitations on operations.
        In
    order to maintain our competitive position, we may need to
    continue to expand our operations and production capacity,
    obtain financing for any such expansion at reasonable interest
    rates and acceptable terms and sell the resulting increased
    production at acceptable prices.
     11




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The
    lime industry is highly regionalized and
    competitive.
    Natural
    Gas Interests.
  Historically,
    the markets for natural gas have been volatile and may continue
    to be volatile in the future.
    
    the worldwide and domestic supplies of natural gas;
    the price and level of foreign imports;
    the level of consumer and industrial demand;
    the price and availability of alternative fuels;
    the availability of pipeline capacity;
    weather conditions;
    domestic and foreign governmental regulations and taxes; and
    the overall economic environment.    We do
    not control development and production operations on the
    O & G Properties, which could impact our Natural Gas
    Interests.
      Our
    income is affected by development, production and other costs,
    some of which are outside of our control.
   12




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Our
    natural gas reserves are depleting assets, and we have no
    ability to explore for new reserves. In addition, our ability to
    increase our proved developed reserves is limited to any
    potential additional wells that may be drilled by the operators
    on the O & G Properties.
    Drilling
    activities on the O & G Properties may not be
    productive, which could have an adverse effect on our financial
    condition, results of operations and cash flows.
    
    Pressure or irregularities in formations;
    Equipment failures or accidents;
    Unexpected drilling conditions;
    Shortages or delays in the delivery of equipment; and
    Adverse weather conditions    A
    natural disaster, accident or catastrophe could damage
    pipelines, gathering systems and other facilities that service
    wells on the O & G Properties, which could
    substantially limit operations and adversely affect our
    financial condition, results of operations, and cash
    flows.
    The
    O & G Properties are geographically concentrated,
    which could cause net proceeds to be impacted by regional
    events.
      Governmental
    policies, laws and regulations could have an adverse impact on
    our O & G Properties and business.
   13




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Environmental
    costs and liabilities and changing environmental regulation
    could adversely affect our financial condition, results of
    operations and cash flows.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.    ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  ®
      2008


2007Low


High


Low


HighFirst Quarter

$
28.02


$
34.70


$
29.09


$
33.00Second Quarter

$
29.29


$
45.56


$
30.78


$
39.14Third Quarter

$
33.90


$
43.99


$
31.21


$
39.21Fourth Quarter

$
19.70


$
39.45


$
28.75


$
37.18  14




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PERFORMANCE
    GRAPH
    COMPARISON
    OF 5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG U.S. LIME & MINERALS, INC.,
    NASDAQ MARKET INDEX AND PEER GROUP INDEX
  
 
  2003


2004


2005


2006


2007


2008U.S. LIME & MINERALS, INC.



100.00




168.15




392.15




446.67




449.63




354.81PEER GROUP INDEX



100.00




130.02




185.41




228.99




254.50




177.15NASDAQ MARKET INDEX



100.00




108.41




110.79




122.16




134.29




79.25  15




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ISSUER
    PURCHASES OF EQUITY SECURITIES
  and/or
  ITEM 6.
    SELECTED
    FINANCIAL DATA.  Years Ended December 31,2008


2007


2006


2005


2004(Dollars in thousands, except per share amounts)Operating resultsLime and limestone revenues

$
126,165



116,569



114,113



81,085



71,231Natural gas revenues


16,191



8,667



4,577







Total revenues

$
142,356



125,236



118,690



81,085



71,231Gross profit

$
31,283



26,016



28,037



19,366



17,020Operating profit

$
23,317



18,372



21,024



13,844



11,980Income before income taxes and cumulative effect of change in
    accounting principle

$
19,411



14,339



18,140
(1)


9,772



7,713Net income

$
14,433



10,446



12,701
(1)


7,948



6,329Net income per share of common stock:Basic

$
2.29



1.67



2.06



1.34



1.08Diluted

$
2.27



1.65



2.02



1.31



1.07   As of December 31,2008


2007


2006


2005


2004Total assets

$
166,129



158,227



154,168



123,024
(2)


100,339Long-term debt, excluding current installments

$
46,354



54,037



59,641



51,667



41,390Stockholders equity per outstanding common share

$
14.87



12.94



11.67



9.66



8.25Cash dividends per common share

$
















Employees


307



318



317



292



211     (1)
    
    The cumulative effect of change in accounting principle in 2006
    for certain stripping costs was $550, net of $190 income tax
    benefit.(2)
    
    Includes the assets of St. Clair acquired on December 28,
    2005.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION. FORWARD-LOOKING
    STATEMENTS.   16




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and/or
 OVERVIEW.  General.
        Lime
    and Limestone Operations.
       17




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and/or
  and/or
       18




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Natural
    Gas Interests.
       CRITICAL
    ACCOUNTING POLICIES.      Accounts receivable.
 19




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Revenue recognition.
  Stripping costs in the mining industry.
  Successful-efforts method for Natural Gas
    Interests.
  Natural gas reserve estimates.
  Environmental costs and liabilities.
  Contingencies.
  Derivatives.
 20




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Stock-based compensation.
 RESULTS
    OF OPERATIONS.    Year Ended December 31,2008


2007


2006Revenues


100.0
%


100.0
%


100.0
%Cost of revenuesLabor and other operating expenses


(68.9
)


(69.2
)


(68.2
)Depreciation, depletion and amortization


(9.1
)


(10.0
)


(8.2
)Gross profit


22.0



20.8



23.6Selling, general and administrative expenses


(5.6
)


(6.1
)


(5.9
)Operating profit


16.4



14.7



17.7Other (expense) income:Interest expense


(2.5
)


(3.4
)


(2.6
)Other, net


(0.3
)


0.2



0.2Income tax expense


(3.5
)


(3.1
)


(4.1
)Net income before cumulative effect of change in accounting
    principle


10.1



8.4



11.2Cumulative effect of change in accounting principle, net of
    income tax benefit










(0.5
)Net income


10.1
%


8.4
%


10.7
%   2008
    vs. 2007
       21




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2007
    vs. 2006
           22




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FINANCIAL
    CONDITION.  Capital Requirements.
    Liquidity and Capital Resources.
  Banking Facilities and Debt.
 23




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12-year 12-year
            Capital Expenditures.
 24




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Contractual Obligations.
  Payments Due by PeriodMore thanContractual Obligations

Total


1 Year


2-3 Years


4-5 Years


5 YearsLong-term debt, including current installments

$
46,354



5,000



10,000



14,687



16,667Operating leases(1)

$
5,770



2,035



2,442



683



610Limestone mineral leases

$
1,219



78



146



136



859Purchase obligations(2)

$
1,723



1,723











Other liabilities(3)(4)

$
1,127



137



346



361



283Total

$
56,193



8,973



12,934



15,867



18,419     (1)
    
    Represents operating leases for mobile equipment, railcars and
    corporate office space that are either non-cancelable or subject
    to significant penalty upon cancellation.(2)
    
    Approximately $968 thousand of these obligations are to complete
    a highway bridge as part of the quarry development at our
    Arkansas facilities.(3)
    
    Does not include $418 thousand unfunded projected benefit
    obligation for a defined benefit pension plan. Future required
    contributions, if any, are subject to actuarial assumptions and
    future earnings on plan assets. The Company plans to make a
    contribution of $333 thousand to the plan in 2009. See
    Note 6 of Notes to Consolidated Financial Statements.(4)
    
    Does not include $5.4 million mark-to-market liability for
    the Companys interest rate hedges.  Liquidity.
  Off-Balance Sheet Arrangements.
 25




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NEW
    ACCOUNTING PRONOUNCEMENTS.  Fair Value Accounting. and/or No. 157-2
    Business Combinations.
  Hedging Activities.
  Intangible Assets Lives. No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3
  Accounting Principles.
 26




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Pension and Postretirement Benefit Plans. FSP No. 132(R)-1, FSP 132(R)-1
 ITEM 7A.QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. COMMODITY
    PRICE RISK.   INTEREST
    RATE RISK.   27




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ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  Index
    to Consolidated Financial Statements.
  Report of Independent Registered Public
    Accounting Firm


29Consolidated Financial Statements:Consolidated Balance Sheets as of
    December 31, 2008 and 2007


30Consolidated Statements of Income for the Years
    Ended December 31, 2008, 2007 and 2006


31Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2008, 2007 and
    2006


32Consolidated Statements of Cash Flows for the
    Years Ended December 30, 2008, 2007 and 2006


33Notes to Consolidated Financial Statements


34  28




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REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               29




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United
    States Lime & Minerals, Inc.
  Consolidated
    Balance Sheets
  December 31,2008


2007(Dollars in thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
836


$
1,079Trade receivables, net


14,492



13,210Inventories


12,297



9,887Prepaid expenses and other assets


1,336



1,155Total current assets


28,961



25,331Property, plant and equipment:Mineral reserves and land


15,040



10,595Proved natural gas properties, successful-efforts method


13,794



7,834Buildings and building and leasehold improvements


3,322



3,170Machinery and equipment


184,526



189,819Furniture and fixtures


826



1,227Automotive equipment


1,557



1,456219,065



214,101Less accumulated depreciation and depletion


(82,501
)


(81,950
)Property, plant and equipment, net


136,564



132,151Other assets, net


604



745Total assets

$
166,129


$
158,227LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current installments of debt

$
5,000


$
5,000Accounts payable


6,972



7,980Accrued expenses


4,251



3,485Total current liabilities


16,223



16,465Debt, excluding current installments


46,354



54,037Other liabilities


5,417



2,740Deferred tax liabilities, net


3,688



3,280Total liabilities


71,682



76,522Commitments and contingencies (Note 8)Stockholders equity:Preferred stock, $5.00 par value; authorized
    500,000 shares; none issued or outstanding






Common stock, $0.10 par value; authorized
    15,000,000 shares; 6,352,556 and 6,317,401 shares
    issued at December 31, 2008 and 2007, respectively


635



632Additional paid-in capital


14,853



14,200Accumulated other comprehensive loss


(3,911
)


(1,641
)Retained earnings


83,014



68,581Less treasury stock at cost, 4,470 and 1,982 shares at
    December 31, 2008 and 2007, respectively


(144
)


(67
)Total stockholders equity


94,447



81,705Total liabilities and stockholders equity

$
166,129


$
158,227    30




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Income
  Years Ended December 31,2008


2007


2006(Dollars in thousands, except per share amounts)RevenuesLime and limestone operations

$
126,165


$
116,569


$
114,113Natural gas interests


16,191



8,667



4,577142,356



125,236



118,690Cost of revenues:Labor and other operating expensesLime and limestone operations


96,097



85,095



80,158Natural gas interests


1,941



1,661



725Depreciation, depletion and amortization


13,035



12,464



9,770111,073



99,220



90,653Gross profit


31,283



26,016



28,037Selling, general and administrative expenses, including
    depreciation and amortization expense of $440, $417 and $374 in
    2008, 2007 and 2006, respectively


7,966



7,644



7,013Operating profit


23,317



18,372



21,024Other expense (income):Interest expense


3,486



4,287



3,106Other, net


420



(254
)


(222
)3,906



4,033



2,884Income before income taxes and cumulative effect of change in
    accounting principle


19,411



14,339



18,140Income tax expense


4,978



3,893



4,889Income before cumulative effect of change in accounting
    principle


14,433



10,446



13,251Cumulative effect of change in accounting principle, net of $190
    income tax benefit










(550
)Net income

$
14,433


$
10,446


$
12,701Net income per share of common stock:Basic before cumulative effect of change in accounting principle

$
2.29


$
1.67


$
2.15Cumulative effect of change in accounting principle










(0.09
)$
2.29


$
1.67


$
2.06Diluted before cumulative effect of change in accounting
    principle

$
2.27


$
1.65


$
2.11Cumulative effect of change in accounting principle










(0.09
)$
2.27


$
1.65


$
2.02    31




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Stockholders Equity
 Years
    Ended December 31, 2008, 2007 and 2006
  AccumulatedCommon Stock


Additional


OtherShares





Paid-In


Comprehensive


Retained


TreasuryOutstanding


Amount


Capital


(Loss) Income


Earnings


Stock


Total(Dollars in thousands)Balances at January 1, 2006


6,013,784


$
601


$
12,401


$
(215
)

$
45,434


$



$
58,221Stock options exercised, including $113 tax benefit


69,200



7



238















245Stock-based compensation










395















395Warrants exercised


127,286



13



476















489Net income


















12,701







12,701Minimum pension liability adjustment, net of $40 tax expense














43











43Mark to market of interest rate hedge














399











399Comprehensive income














442



12,701







13,143Balances at December 31, 2006


6,210,270



621



13,510



227



58,135







72,493Stock options exercised, including $58 tax benefit


82,081



8



98















106Stock-based compensation


25,050



3



592















595Treasury shares purchased


(1,982
)


















(67
)


(67
)Net income


















10,446







10,446Minimum pension liability adjustment, net of $13 tax expense














22











22Mark to market of interest rate hedge














(1,890
)










(1,890
)Comprehensive (loss) income














(1,868
)


10,446







8,578Balances at December 31, 2007


6,315,419



632



14,200



(1,641
)


68,581



(67
)


81,705Stock options exercised, including $4 tax benefit


16,455



1



28















29Stock-based compensation


18,700



2



625















627Treasury shares purchased


(2,488
)


















(77
)


(77
)Net income


















14,433







14,433Minimum pension liability adjustment, net of $95 tax benefit














(166
)










(166
)Mark to market of interest rate hedge, net of $1,952 cumulative
    tax benefit














(2,104
)










(2,104
)Comprehensive (loss) income














(2,270
)


14,433







12,163Balances at December 31, 2008


6,348,086


$
635


$
14,853


$
(3,911
)

$
83,014


$
(144
)

$
94,447    32




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Cash Flows
  Years Ended December 31,2008


2007


2006(Dollars in thousands)OPERATING ACTIVITIES:Net income

$
14,433


$
10,446


$
12,701Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation, depletion and amortization


13,475



12,881



10,144Amortization of financing costs


22



22



23Deferred income taxes


2,360



1,806



1,823Loss on sale of property, plant and equipment


33



41



45Stock-based compensation


627



595



395Changes in operating assets and liabilities, net of the effects
    of acquisitions of businesses:Trade receivables


(579
)


(208
)


(1,642
)Inventories


(2,398
)


(1,311
)


(871
)Prepaid expenses


(181
)


(242
)


704Other assets


(90
)


(51
)


192Accounts payable and accrued expenses


(401
)


865



2,274Other liabilities


(1,545
)


(371
)


88Net cash provided by operating activities


25,756



24,473



25,876INVESTING ACTIVITIES:Purchase of property, plant and equipment


(15,760
)


(18,227
)


(35,552
)Acquisitions of businesses


(2,529
)






(1,856
)Proceeds from sale of property, plant and equipment


11



56



17Net cash used in investing activities


(18,278
)


(18,171
)


(37,391
)FINANCING ACTIVITIES:(Repayments of) proceeds from revolving credit facilities, net


(2,683
)


(605
)


7,974Proceeds from term loans










5,000Repayments of term loans


(5,000
)


(5,000
)


(3,333
)Proceeds from exercise of stock options and warrants


29



106



734Purchase of treasury shares


(77
)


(67
)


Tax benefits related to exercise of stock options


10



58



113Net cash (used in) provided by financing activities


(7,721
)


(5,508
)


10,488Net (decrease) increase in cash and cash equivalents


(243
)


794



(1,027
)Cash and cash equivalents at beginning of year


1,079



285



1,312Cash and cash equivalents at end of year

$
836


$
1,079


$
285    33




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##### Table of Contents



United
    States Lime & Minerals, Inc.Notes to Consolidated Financial Statements
    (Dollars in thousands, except per share amounts)Years Ended December 31, 2008, 2007 and 2006
   (1)
    Summary
    of Significant Accounting Policies  (a)
    Organization    (b)
    Principles
    of Consolidation    (c)
    Use
    of Estimates    (d)
    Statements
    of Cash Flows    Year Ended December 31,2008


2007


2006Cash paid during the year for:Interest, net of $0, $130 and $940 capitalized in 2008, 2007 and
    2006, respectively

$
3,426


$
4,265


$
3,048Income taxes

$
2,954


$
3,893


$
2,933   (e)
    Revenue
    Recognition   34




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (f)
    Fair
    Values of Financial Instruments  and/or
    Fair Value Measurements as of December 31, 2008Quoted Prices inActive Markets for





Significant OtherIdentical Assets


Significant Other


Unobservable(Liabilities)


Observable Inputs


Inputs


ValuationDecember 31, 2008


(Level 1)


(Level 2)


(Level 3)


TechniqueInterest rate swap liabilities

$
(5,367
)






(5,367
)






Cash flows
    approach   (g)
    Concentration
    of Credit Risk and Trade Receivables      2008


2007Beginning balance

$
350


$
366Additions


12



7Write-offs


(36
)


(23
)Ending balance

$
326


$
350  35




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (h)
    Inventories    December 31,2008


2007Lime and limestone inventories:Raw materials

$
5,314


$
3,978Finished goods


1,956



1,4377,270



5,415Service parts inventories


5,027



4,472$
12,297


$
9,887   (i)
    Property,
    Plant and Equipment    Buildings and building improvements


3 - 20 yearsMachinery and equipment


3 - 20 yearsFurniture and fixtures


3 - 10 yearsAutomotive equipment


3 - 8 years       (j)
    Successful-Efforts
    Method Used for Natural Gas Interests  units-of-production
 36




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (k)
    Asset
    Retirement Obligations      (l)
    Other
    Assets    December 31,2008


2007Intangible assets

$
368


$
573Deferred financing costs


151



172Other


85



$
604


$
745       units-of-production No. 04-6).
  (m)
    Environmental
    Expenditures  and/or
 37




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (n)
    Income
    Per Share of Common Stock    Year Ended December 31,2008


2007


2006Net income for basic and diluted income per common share

$
14,433


$
10,446


$
12,701Weighted-average shares for basic income per common share


6,305,164



6,259,663



6,158,543Effect of dilutive securities:Restricted shares of stock


25,959



14,625



Employee and director stock options(1)


31,822



58,414



126,368Adjusted weighted-average shares and assumed exercises for
    diluted income per common share


6,362,945



6,332,702



6,284,911Basic net income per common share

$
2.29


$
1.67


$
2.06Diluted net income per common share

$
2.27


$
1.65


$
2.02     (1)
    
    Excludes 53,250, 10,000 and 8,000 stock options in 2008, 2007
    and 2006, respectively, because they were antidilutive.  (o)
    Stock-Based
    Compensation    (p)
    Derivative
    Instruments and Hedging Activities   38




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (q)
    Income
    Taxes      (r)
    Comprehensive
    Income (Loss)    (2)
    New
    Accounting Pronouncements  and/or No. 157-2
     39




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      No. 142-3, (FSP 142-3). SFAS 142-3 FSP 142-3 FSP 142-3 FSP 142-3
    No. 132(R)-1,
  (3)
    Banking
    Facilities and Other Debt   40




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    12-year 12-year
           41




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        December 31,


December 31,2008


2007Term Loan

$
30,000


$
33,333Draw Term Loan


16,667



18,334Revolving Facility


4,687



7,370Subtotal


51,354



59,037Less current installments


5,000



5,000Debt, excluding current installments

$
46,354


$
54,037       Total

2009


2010


2011


2012


2013


Thereafter$46,354

$
5,000


$
5,000


$
5,000


$
9,687


$
5,000


$
16,667   (4)
    Accumulated
    Other Comprehensive Loss  mark-to-market
  (5)
    Income
    Taxes    2008


2007


2006Current income tax expense

$
2,618


$
2,087


$
3,066Deferred income tax expense


2,360



1,806



1,823Income tax expense

$
4,978


$
3,893


$
4,889  42




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006Percent of





Percent





Percentpretax





of pretax





of pretaxAmount


income


Amount


income


Amount


incomeIncome taxes computed at the federal statutory rate

$
6,794



35.0
%

$
5,019



35.0
%

$
6,090



35.0
%(Reduction) increase in taxes resulting from:Statutory depletion in excess of cost depletion


(2,378
)


(12.2
)


(1,538
)


(10.7
)


(1,556
)


(8.9
)Income tax benefit on cumulative effect of change in accounting
    principle


















190



1.4Stock-based compensation


















138



0.8State income taxes, net of federal income tax benefit


424



2.2



309



2.1



117



0.7Recognition of previously reserved deferred tax assets


















(97
)


(0.6
)Other


138



0.6



103



0.7



7



0.0Income tax expense

$
4,978



25.6
%

$
3,893



27.1
%

$
4,889



28.4
%       December 31,


December 31,2008


2007Deferred tax liabilitiesLime and limestone property, plant & equipment

$
11,575


$
9,195Natural gas interests drilling costs & equipment


3,706



2,018Other


171



18015,452



11,393Deferred tax assetsAlternative minimum tax credit carryforwards


(8,914
)


(7,356
)Minimum pension liability


(285
)


(190
)Fair value liability of interest rate hedges


(1,952
)Other


(613
)


(567
)(11,764
)


(8,113
)Deferred tax liabilities, net

$
3,688


$
3,280    43




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (6)
    Employee
    Retirement Plans        2008


2007Equity securities and funds


40.4
%


55.4
%Institutional bond funds


49.9



37.0Cash and cash equivalents


9.7



7.6100.0
%


100.0
%  44




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
1,729


$
1,757Interest cost


104



97Actuarial loss on plan assets


(206
)


(10
)Benefits paid


(117
)


(115
)Projected benefit obligation at end of year

$
1,510


$
1,729Change in plan assets:Fair value of plan assets at beginning of year

$
1,595


$
1,391Employer contribution






230Actual (loss) gain on plan assets


(386
)


89Benefits paid


(117
)


(115
)Fair value of plan assets at end of year

$
1,092


$
1,595Underfunded status

$
(418
)

$
(134
)Accumulated benefit obligation

$
1,510


$
1,729     2008


2007Accrued benefit cost

$
418


$
134     2008


2007Discount rate


7.00
%


5.75
%Expected long-term return on plan assets


7.75
%


7.75
%     Year Ended December 31,2008


2007


2006Interest cost

$
104


$
97


$
101Expected return on plan assets


(133
)


(114
)


(104
)Amortization of net actuarial loss


53



50



53Net periodic benefit cost

$
24_


$
33


$
50   2014-2017.
   45




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (7)
    Stock-Based
    Compensation                Weighted








WeightedAverage


Aggregate





AverageStock


Exercise


Intrinsic


Restricted


Grant-DateOptions


Price


Value


Stock


Fair ValueOutstanding (stock options); non-vested (restricted stock) at
    December 31, 2007


134,573


$
19.86


$
1,373



15,450


$
30.37Granted


9,500



26.60







18,700



29.52Exercised (stock options); vested (restricted stock)


(36,500
)


23.82







(12,333
)


31.20Forfeited


(666
)


20.57







(300
)


32.50Outstanding (stock options); non-vested (restricted stock) at
    December 31, 2008


106,907


$
19.95


$
742



21,517


$
29.12Exercisable at December 31, 2008


100,435


$
17.03


$
742



n/a



n/a   46




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2008


2007


2006Weighted average fair value of stock options granted during the
    year

$
7.48


$
11.28


$
12.65Weighted average remaining contractual life in years


6.75



7.49



7.02Total value of stock options vested during the year

$
158


$
220


$
395Total intrinsic value of stock options exercised during the year

$
599


$
2,868


$
2,200Total fair value of restricted stock vested during the year

$
469


$
375



       Outstanding


ExercisableWeighted





WeightedWeighted Avg. Remaining





Avg.





Avg.Range of Exercise

Contractual Life (Yrs.)


Number of


Exercise


Number of


ExercisePrices

Outstanding


Exercisable


Shares


Price


Shares


Price$ 3.26 -  8.56


4.92



4.92



30,657


$
7.59



30,657


$
7.59$13.16 - 13.31


6.14



6.14



22,333


$
13.19



22,333


$
13.19$23.95 - 27.98


7.90



8.16



26,917


$
26.86



20,445


$
26.50$30.15 - 36.53


8.20



8.20



27,000


$
32.69



27,000


$
32.696.75



6.73



106,907


$
19.95



100,435


$
17.03     (8)
    Commitments
    and Contingencies       47




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (9)
    Business
    Segments      2008


2007


2006RevenuesLime and limestone operations

$
126,165


$
116,569


$
114,113Natural gas interests


16,191



8,667



4,577Total revenues

$
142,356


$
125,236


$
118,690Depreciation, depletion and amortizationLime and limestone operations

$
11,889


$
11,522


$
9,443Natural gas interests


1,146



942



327Total depreciation, depletion and amortization

$
13,035


$
12,464


$
9,770Gross profitLime and limestone operations

$
18,178


$
19,952


$
24,512Natural gas interests


13,105



6,064



3,525Total gross profit

$
31,283


$
26,016


$
28,037Identifiable assets, at year endLime and limestone operations

$
149,058


$
147,443


$
146,912Natural gas interests


13,417



8,087



3,990Unallocated corporate assets and cash items


3,654



2,697



3,266Total identifiable assets

$
166,129


$
158,227


$
154,168Capital expendituresLime and limestone operations

$
9,846


$
13,809


$
34,266Natural gas interests


5,914



4,418



3,142Total capital expenditures

$
15,760


$
18,227


$
37,408   (10)
    Acquisitions   48




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (11)
    Supplementary
    Financial Information for Oil and Gas Producing
    Activities  Results
    of Operations from Oil and Gas Producing Activities
    2008


2007


2006Results of OperationsRevenues

$
16,191


$
8,667


$
4,577Production and operating costs


1,940



1,661



725Depreciation and depletion


1,146



942



327Results of operations before income taxes


13,105



6,064



3,525Income tax expense


4,056



1,773



1,101Results of operations (excluding corporate overhead and interest
    costs)

$
9,049


$
4,291


$
2,424Costs IncurredDevelopment costs incurred

$
5,938


$
4,039


$
3,422Exploration costs










Capitalized asset retirement costs

$
41


$
21


$
9Property acquisition costs










Capitalized Costs as of December 31,Natural gas properties  proved

$
13,748


$
7,813


$
3,774Less: accumulated depreciation and depletion


2,413



1,269



327Net capitalized costs for natural gas properties

$
11,335


$
6,544


$
3,447   Unaudited
    Oil and Natural Gas Reserve and Standardized Measure
    Information
     49




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Unaudited
    Summary of Changes in Proved Reserves
  Natural GasNatural Gas


Liquids


Natural Gas


Natural Gas(BCF)


(MBBLS)


(BCF)


(BCF)2008


2008


2007


2006Proved reserves  beginning of year


18.0







7.9



Revisions of previous estimates


(2.3
)






0.2



Extensions and discoveries


2.2



0.6



11.0



8.5Production


(1.5
)






(1.1
)


(0.6
)Proved reserves  end of year


16.4



0.6



18.0



7.9Proved developed reserves  end of year


12.0



0.4



9.7



5.4   Unaudited
    Standardized Measure of Discounted Future Net Cash
    Flows
  2008


2007


2006Future estimated gross revenues

$
128,485


$
137,848


$
51,018Future estimated production and development costs


(38,495
)


(33,921
)


(14,765
)Future estimated net revenues


89,990



103,927



36,253Future estimated income tax expense


(25,759
)


(30,320
)


(10,718
)Future estimated net cash flows


64,231



73,607



25,53510% annual discount for estimated timing of cash flows


(33,512
)


(39,577
)


(12,921
)Standardized measure of discounted future estimated net
    cash flows

$
30,719


$
34,030


$
12,614   Unaudited
    Changes in Standardized Measure of Discounted Future Net Cash
    Flows
  2008


2007


2006Standardized measure  beginning of year

$
34,030


$
12,614


$
Net change in sales prices and production costs


(11,600
)


5,584



Sales of natural gas produced, net of production costs


(5,174
)


(5,649
)


(3,852
)Extensions and discoveries, net of related costs


9,212



31,590



18,445Future development costs


(3,216
)


(4,373
)


(1,979
)Net change due to changes in quantity estimates


2,259



600



Previously estimated development costs incurred


4,800



3,523



Net change in income taxes


1,698



(8,724
)


Accretion of discount


3,747



1,561



Timing of production of reserves and other


(5,037
)


(2,696
)


Standardized measure  end of year

$
30,719


$
34,030


$
12,614  50




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Unaudited
    Oil and Gas Reserve Reporting Requirements.
    
    Commodity Prices  Economic producibility of reserves
    and discounted cash flows will be based on a
    12-month
    average commodity price unless contractual arrangements
    designate the price to be used.
    Disclosure of Unproved Reserves  Probable and
    possible reserves may be disclosed separately on a voluntary
    basis.
    Proved Undeveloped Reserve Guidelines  Reserves may
    be classified as proved undeveloped if there is a high degree of
    confidence that the quantities will be recovered.
    Reserve Estimation Using New Technologies  Reserves
    may be estimated through the use of reliable technology in
    addition to flow tests and production history.    (12)
    Summary
    of Quarterly Financial Data (unaudited)  2008March 31,


June 30,


September 30,


December 31,RevenuesLime and limestone operations

$
30,581


$
36,420


$
33,602


$
25,562Natural gas interests


2,654



4,763



5,324



3,450$
33,235


$
41,183


$
38,926


$
29,012Gross profitLime and limestone operations

$
4,591


$
7,134


$
4,613


$
1,840Natural gas interests


2,174



4,030



4,325



2,576$
6,765


$
11,164


$
8,938


$
4,416Net income

$
2,843


$
6,057


$
4,475


$
1,058Basic income per common share

$
0.45


$
0.96


$
0.71


$
0.17Diluted income per common share

$
0.45


$
0.95


$
0.70


$
0.17   51




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2007March 31,


June 30,


September 30,


December 31,RevenuesLime and limestone operations

$
27,607


$
29,822


$
31,074


$
28,066Natural gas interests


1,833



2,387



1,871



2,576$
29,440


$
32,209


$
32,945


$
30,642Gross profitLime and limestone operations

$
4,268


$
5,610


$
5,950


$
4,124Natural gas interests


1,354



1,583



1,321



1,806$
5,622


$
7,193


$
7,271


$
5,930Net income

$
2,059


$
3,167


$
3,182


$
2,038Basic income per common share

$
0.33


$
0.51


$
0.51


$
0.32Diluted income per common share

$
0.33


$
0.50


$
0.50


$
0.32  52




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL
    DISCLOSURE.    ITEM 9A(T).
    CONTROLS
    AND
    PROCEDURES.  Evaluation of disclosure controls and
    procedures.
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
          Changes in internal control over financial
    reporting.
  ITEM 9B.
    OTHER
    INFORMATION.   PART III ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE.   53




---



##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER
    MATTERS.    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND
    SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT
    SCHEDULES.                      3
.1

Articles of Amendment to the Articles of Incorporation of
    Scottish Heritable, Inc. dated as of January 25, 1994
    (incorporated by reference to Exhibit 3(a) to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1993, File Number
    000-4197).3
.2

Restated Articles of Incorporation of the Company dated as of
    May 14, 1990 (incorporated by reference to
    Exhibit 3(b) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1993, File Number
    000-4197).3
.3

Composite Copy of Bylaws of the Company dated as of
    December 31, 1991 (incorporated by reference to
    Exhibit 3(b) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1991, File Number
    000-4197). 54




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##### Table of Contents



10
.1

United States Lime & Minerals, Inc. 1992 Stock Option
    Plan, as Amended and Restated (incorporated by reference to
    Exhibit 10(c) to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 1999, File Number
    000-4197).10
.2

United States Lime & Minerals, Inc. 2001 Long-Term
    Incentive Plan (incorporated by reference to Exhibit B to
    the Companys definitive Proxy Statement for its Annual
    Meeting of Shareholders held on April 27, 2001, File Number
    000-4197).10
.2.1

Form of stock option grant agreement under the United States
    Lime & Minerals, Inc. 2001 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.2.1 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, File Number
    000-4197).10
.2.2

Form of restricted stock grant agreement under the United States
    Lime & Minerals, Inc. 2001 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.2.2 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, File Number
    000-4197).10
.3

Employment Agreement dated as of October 11, 1989 between
    the Company and Bill R. Hughes (incorporated by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 1999, File Number
    000-4197).10
.3.1

Amendment No. 1 dated as of February 1, 2008 to
    Employment Agreement dated as of October 11, 1989 between
    the Company and Bill R. Hughes (incorporated by reference to
    Exhibit 10.3.1 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007, File Number
    000-4197).10
.4

Employment Agreement dated as of April 17, 1997 between the
    Company and Johnney G. Bowers (incorporated by reference to
    Exhibit 10(o) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997, File Number
    000-4197).10
.5

Employment Agreement dated as December 8, 2000 between the
    Company and Timothy W. Byrne (incorporated by reference to
    Exhibit 10(s) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2000, File Number
    000-4197).10
.5.1

Amended and Restated Employment Agreement dated as of
    May 2, 2003 between the Company and Timothy W. Byrne
    (incorporated by reference to Exhibit 10.8.1 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003, File Number
    000-4197).10
.5.2

Amendment No. 1 dated as of December 29, 2006 to
    Amended and Restated Employment Agreement dated as of
    May 2, 2003 between the Company and Timothy W. Byrne.
    (Incorporated by reference to Exhibit 10.7.2 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, File Number
    000-4197).10
.5.3

Employment Agreement effective as of January 1, 2009
    between United States Lime & Minerals, Inc. and
    Timothy W. Byrne, including Cash Performance Bonus Award
    Agreement dated as of January 1, 2009 between United States
    Lime and Minerals, Inc. and Timothy W. Byrne, set forth as
    Exhibit A thereto (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated December 19, 2008, File Number
    000-4197).10
.6

Note and Warrant Purchase Agreement dated as of August 5,
    2003 by and among United States Lime & Minerals, Inc.
    and Credit Trust S.A.L., ABB Finance Limited and R.S. Beall
    Capital Partners, LP (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File Number
    000-4197).10
.7

Form of 14% Subordinated PIK Note due 2008 (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File Number
    000-4197).10
.8

Form of Common Stock Purchase Warrant (incorporated by reference
    to Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File Number
    000-4197).10
.9

Registration Rights Agreement dated as of August 5, 2003 by
    and among United States Lime & Minerals, Inc. and
    Credit Trust S.A.L., ABB Finance Limited and R.S. Beall
    Capital Partners, LP (incorporated by reference to
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File Number
    000-4197). 55




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##### Table of Contents



10
.10

Oil and Gas Lease Agreement dated as of May 28, 2004
    between Texas Lime Company and EOG Resources, Inc. (incorporated
    by reference to Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004, File Number
    000-4197).10
.11

Credit Agreement dated as of August 25, 2004 among United
    States Lime & Minerals, Inc., each Lender from time to
    time a party thereto, and Wells Fargo Bank, N.A., as
    Administrative Agent, Swing Line Lender and L/C Issuer
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    dated August 31, 2004, File Number
    000-4197).10
.12

Security Agreement dated as of August 25, 2004 among United
    States Lime & Minerals, Inc., Arkansas Lime Company,
    Colorado Lime Company, Texas Lime Company and U. S. Lime
    Company  Houston, in favor of Wells Fargo Bank, N.
    A., as Administrative Agent (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    dated August 31, 2004, File Number
    000-4197).10
.13

Stock Purchase Agreement dated as of December 28, 2005 by
    and among Oglebay Norton Company, O-N Minerals Company, O-N
    Minerals (Lime) Company and Unite States Lime &
    Minerals, Inc. (Incorporated by reference to Exhibit 10.28
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, File Number
    000-4197).10
.14

Second Amendment to Credit Agreement dated as of
    October 19, 2005 among United States Lime &
    Minerals, Inc., each Lender from time to time a party thereto,
    and Wells Fargo Bank, N.A., as Administrative Agent
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    dated October 20, 2005, File Number
    000-4197).10
.15

Termination Agreement effective October 14, 2005 entered
    into by and between United States Lime & Minerals,
    Inc. and Wells Fargo Bank, N.A. (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    dated October 20, 2005, File Number
    000-4197).10
.16

Amended and Restated Confirmation dated October 14, 2005
    entered into by and between United States Lime &
    Minerals, Inc. and Wells Fargo Bank, N.A. (incorporated by
    reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K
    dated October 20, 2005, File Number
    000-4197).10
.17

Third Amendment to Credit Agreement dated as of March 30,
    2007 among United States Lime & Minerals, Inc., each
    Lender from time to time a party thereto, and Wells Fargo Bank,
    N.A., as Administrative Agent (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated March 30, 2007, File Number
    000-4197).21


Subsidiaries of the Company.23
.1

Consent of Independent Registered Public Accounting Firm.23
.2

Consent of Independent Petroleum Engineers.31
.1

Rule 13a-14(a)/15d-14(a)
    Certification by Chief Executive Officer.31
.2

Rule 13a-14(a)/15d-14(a)
    Certification by Chief Financial Officer.32
.1

Section 1350 Certification by Chief Executive Officer.32
.2

Section 1350 Certification by Chief Financial Officer.      56




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##### Table of Contents



SIGNATURES      By:
    /s/  Timothy
    W. Byrne  
      Date: March 5, 2009

By:

/s/  Timothy
    W. ByrneTimothy
    W. Byrne, President, Chief Executive Officer, and Director
    (Principal Executive Officer)Date: March 5, 2009

By:

/s/  M.
    Michael OwensM.
    Michael Owens, Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)Date: March 5, 2009

By:

/s/  Edward
    A. OdishawEdward
    A. Odishaw, DirectorDate: March 5, 2009

By:

/s/  Antoine
    M. DoumetAntoine
    M. Doumet, Director and Chairman of the BoardDate: March 5, 2009

By:

/s/  Wallace
    G. IrmscherWallace
    G. Irmscher, DirectorDate: March 5, 2009

By:

/s/  Richard
    W. CardinRichard
    W. Cardin, Director  57




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##### Table of Contents



EXHIBIT INDEX
  21
.1

SUBSIDIARIES OF THE COMPANY.23
.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.23
.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS.31
.1

RULE 13a-14(a)/15d-14(a)
    CERTIFICATION BY CHIEF EXECUTIVE OFFICER.31
.2

RULE 13a-14(a)/15d-14(a)
    CERTIFICATION BY CHIEF FINANCIAL OFFICER.32
.1

SECTION 1350 CERTIFICATION BY CHIEF EXECUTIVE OFFICER.32
.2

SECTION 1350 CERTIFICATION BY CHIEF FINANCIAL OFFICER.  58