##### 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, 2009ORo

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-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PART IITEM 1.


BUSINESS


1ITEM 1A.


RISK FACTORS


10ITEM 1B.


UNRESOLVED STAFF COMMENTS


15ITEM 2.


PROPERTIES


15ITEM 3.


LEGAL PROCEEDINGS


15PART IIITEM 4.


[RESERVED]


15ITEM 5


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


15ITEM 6.


SELECTED FINANCIAL DATA


17ITEM 7.


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


17ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


28ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


29ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


53ITEM 9A.


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-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1   i




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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.
        2
   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. t
 7




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Production Activity.
  2009


2008


2007Gross producing wellsO & G Lease


26



26



14Drillsite Agreement


4



4



2Total


30



30



16Natural gas production volume (BCF)


1.2



1.5



1.1Average sales price per MCF

$
5.74


$
10.66


$
8.16Total cost of revenues per MCF (1)

$
1.25


$
1.28


$
1.56     (1)
    
    Includes taxes other than income taxes.  Delivery Commitments.
  Internal Controls Over Reserves Estimates.
  Natural Gas Reserves. and/or
  2009(2)

2008(3)

2007(3)Developed

Undeveloped

Total

Developed

Undeveloped

Total

Developed

Undeveloped

TotalProved natural gas reserves (BCF)


8.9



4.4



13.3



12.0



4.4



16.4



9.7



8.3



18.0Proved natural gas liquids (MMBBLS)


1.2



0.6



1.8



0.4



0.2



0.6











Future estimated net revenues (in thousands)

$
45,594


$
22,558


$
68,152


$
67,738


$
22,252


$
89,990


$
57,871


$
46,056


$
103,927Standardized measure(1) (in thousands)

$
15,816


$
7,260


$
23,076


$
24,111


$
6,608


$
30,719


$
20,520


$
13,510


$
34,030     (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.(2)
    
    The reserve estimate as of December 31, 2009 utilized
    12-month
    average pricing, as now required by accounting principles
    generally accepted in the United States of America, of $4.04 per
    MCF of natural gas and $23.20 per BBL of natural gas liquids.
    Utilizing year-end prices of natural gas and natural gas liquids
    for 8




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December 31, 2009 would have resulted in proved reserves of
    13.8 BCF of natural gas and 1.9 MMBBLS of natural gas
    liquids.(3)
    
    The reserve estimates as of December 31, 2008 and 2007
    utilized year-end natural gas prices per MCF at such dates of
    $7.06 and $7.68, respectively, and a 2008 year-end natural
    gas liquids price of $20.07 per BBL of natural gas liquids.  Undeveloped Acreage.
  Glossary of Certain Oil and Gas Terms.
  BBL
  BCF
  Depletion
  Formation
  Future estimated net revenues
  MCF
  MMBBLS
  Operator
  Proved oil and gas reserves
       9




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12-month first-day-of-the-month
  Royalty
  Severance tax
  Standardized measure of discounted future net cash
    flows standardized
    measure
  Undeveloped acreage
  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.
     10




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The
    recent 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.
  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, such as those related to possible
    climate change initiatives.
   11




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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.
      The
    lime industry is highly regionalized and
    competitive.
   12




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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
    natural gas income is affected by development, production and
    other costs, some of which are outside of our control, and
    possible unitizations.
    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 drilling
    potential additional wells and reworking existing wells by the
    operators on the O & G Properties.
   13




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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.
                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 natural gas
    business.
    Environmental
    costs and liabilities and changing environmental regulation
    could adversely affect our financial condition, results of
    operations and cash flows.
   14




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.    ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    [RESERVED]. PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  ®
      2009


2008Low


High


Low


HighFirst Quarter

$
17.69


$
29.40


$
28.02


$
34.70Second Quarter

$
26.96


$
43.99


$
29.29


$
45.56Third Quarter

$
34.16


$
47.00


$
33.90


$
43.99Fourth Quarter

$
31.19


$
38.35


$
19.70


$
39.45  15




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PERFORMANCE
    GRAPH
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    AMONG UNITED STATES LIME & MINERALS, INC.,
    NASDAQ MARKET INDEX AND PEER GROUP INDEX
  
 
  2004


2005


2006


2007


2008


2009U.S. LIME & MINERALS, INC.



100.00




233.22




265.64




267.40




211.01




304.23NASDAQ MARKET INDEX



100.00




142.71




181.10




202.87




142.68




143.17PEER GROUP INDEX



100.00




101.41




114.05




123.94




73.43




105.89  16




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ISSUER
    PURCHASES OF EQUITY SECURITIES
  and/or
  ITEM 6.
    SELECTED
    FINANCIAL DATA.  Years Ended December 31,2009


2008


2007


2006


2005(Dollars in thousands, except per share amounts)Operating resultsLime and limestone revenues

$
110,406



126,165



116,569



114,113



81,085Natural gas revenues


6,925



16,191



8,667



4,577



Total revenues

$
117,331



142,356



125,236



118,690



81,085Gross profit

$
28,753



31,283



26,016



28,037



19,366Operating profit

$
20,955



23,317



18,372



21,024



13,844Income before income taxes and cumulative effect of change in
    accounting principle

$
18,144



19,411



14,339



18,140
(1)


9,772Net income

$
13,670



14,433



10,446



12,701
(1)


7,948Net income per share of common stock:Basic

$
2.14



2.29



1.67



2.06



1.34Diluted

$
2.14



2.27



1.65



2.02



1.31   As of December 31,2009


2008


2007


2006


2005Total assets

$
172,070



166,129



158,227



154,168



123,024
(2)Longterm debt, excluding current installments

$
36,666



46,354



54,037



59,641



51,667Stockholders equity per outstanding common share

$
17.20



14.87



12.94



11.67



9.66Employees


285



307



318



317



292     (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.
   17




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and/or
  OVERVIEW.
  General.
          Lime
    and Limestone Operations.
     18




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up-to-date, and/or
  and/or
     19




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Natural
    Gas Interests.
         20




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CRITICAL
    ACCOUNTING POLICIES.
      Accounts receivable.
  Successful-efforts method for Natural Gas
    Interests. units-of-production
  Natural gas reserve estimates.
         21




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12-month first-day-of-the-month
    Environmental costs and liabilities.
  Contingencies.
  Derivatives.
  Stock-based compensation.
 22




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RESULTS
    OF OPERATIONS.
    Year Ended December 31,2009


2008


2007Revenues


100.0
%


100.0
%


100.0
%Cost of revenuesLabor and other operating expenses


(64.3
)


(68.9
)


(69.2
)Depreciation, depletion and amortization


(11.2
)


(9.1
)


(10.0
)Gross profit


24.5



22.0



20.8Selling, general and administrative expenses


(6.6
)


(5.6
)


(6.1
)Operating profit


17.9



16.4



14.7Other (expense) income:Interest expense


(2.5
)


(2.5
)


(3.4
)Other, net


0.1



(0.3
)


0.2Income tax expense


(3.8
)


(3.5
)


(3.1
)Net income


11.7
%


10.1
%


8.4
%   2009
    vs. 2008
           23




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2008
    vs.
    2007
               24




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FINANCIAL
    CONDITION.
  Capital Requirements.
    Liquidity and Capital Resources.
  Banking Facilities and Other Debt.
  12-year 12-year
     25




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Capital Expenditures.
    Contractual Obligations.
  Payments Due by PeriodMore thanContractual Obligations

Total


1 Year


2-3 Years


4-5 Years


5 YearsLong-term debt, including current installments

$
41,666



5,000



10,000



10,000



16,666Operating leases(1)

$
5,660



1,438



2,376



1,265



581Limestone mineral leases

$
1,069



68



136



136



730Purchase obligations(2)

$
3,593



3,593











Other liabilities(3)(4)

$
1,121



101



273



289



457Total

$
53,109



10,200



12,785



11,690



18,434     (1)
    
    Represents operating leases for mobile equipment, railcars and
    corporate office space that are either non-cancelable or subject
    to significant penalty upon cancellation. 26




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(2)
    
    Approximately $1.5 million of these obligations are
    recorded on the Consolidated Balance Sheet at December 31,
    2009, including $1.1 million for drilling costs for natural
    gas wells. The remainder is for estimated drilling and
    completion costs for natural gas wells.(3)
    
    Does not include $421 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 $191 thousand to the plan in 2010. See
    Note 6 of Notes to Consolidated Financial Statements.(4)
    
    Does not include $3.2 million
    mark-to-market
    liability for the Companys interest rate hedges.  Liquidity.
  Off-Balance Sheet Arrangements.
  NEW
    ACCOUNTING PRONOUNCEMENTS.
      
    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.   27




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ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  INTEREST
    RATE RISK.
   28




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


30Consolidated Financial Statements:Consolidated Balance Sheets as of
    December 31, 2009 and 2008


32Consolidated Statements of Income for the Years
    Ended December 31, 2009, 2008 and 2007


33Consolidated Statement of Stockholders
    Equity for the Years Ended December 31, 2009, 2008 and
    2007


34Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


35Notes to Consolidated Financial Statements


36  29




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REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
  GRANT
    THORNTON LLP
    30




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REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated Framework
        Internal Control  Integrated Framework
    GRANT
    THORNTON LLP
     31




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Consolidated
    Balance Sheets
  December 31,2009


2008(Dollars in thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
16,466


$
836Trade receivables, net


13,365



14,492Inventories


9,460



12,297Prepaid expenses and other current assets


1,469



1,336Total current assets


40,760



28,961Property, plant and equipment:Mineral reserves and land


16,511



15,040Proved natural gas properties, successful-efforts method


15,080



13,794Buildings and building and leasehold improvements


3,391



3,322Machinery and equipment


187,410



184,526Furniture and fixtures


884



826Automotive equipment


1,579



1,557224,855



219,065Less accumulated depreciation and depletion


(93,955
)


(82,501
)Property, plant and equipment, net


130,900



136,564Other assets, net


410



604Total assets

$
172,070


$
166,129LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current installments of debt

$
5,000


$
5,000Accounts payable


6,122



6,972Accrued expenses


5,028



4,251Total current liabilities


16,150



16,223Debt, excluding current installments


36,666



46,354Deferred tax liabilities, net


6,026



3,688Other liabilities


3,247



5,417Total liabilities


62,089



71,682Commitments and contingenciesStockholders 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; 6,400,129 and 6,352,556 shares
    issued at December 31, 2009 and 2008, respectively


640



635Additional paid-in capital


15,619



14,853Accumulated other comprehensive loss


(2,718
)


(3,911
)Retained earnings


96,684



83,014Less treasury stock at cost, 6,548 and 4,470 shares at
    December 31, 2009 and 2008, respectively


(244
)


(144
)Total stockholders equity


109,981



94,447Total liabilities and stockholders equity

$
172,070


$
166,129    32




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Income
  Years Ended December 31,2009


2008


2007(Dollars in thousands, except per share amounts)RevenuesLime and limestone operations

$
110,406


$
126,165



116,569Natural gas interests


6,925



16,191



8,667117,331



142,356



125,236Cost of revenues:Labor and other operating expensesLime and limestone operations


73,982



96,097



85,095Natural gas interests


1,514



1,941



1,661Depreciation, depletion and amortization


13,082



13,035



12,46488,578



111,073



99,220Gross profit


28,753



31,283



26,016Selling, general and administrative expenses, including
    depreciation and amortization expense of $393, $440 and $417 in
    2009, 2008 and 2007, respectively


7,798



7,966



7,644Operating profit


20,955



23,317



18,372Other expense (income):Interest expense


2,886



3,486



4,287Other, net


(75
)


420



(254
)2,811



3,906



4,033Income before income taxes


18,144



19,411



14,339Income tax expense


4,474



4,978



3,893Net income

$
13,670


$
14,433


$
10,446Net income per share of common stock:Basic

$
2.14


$
2.29


$
1.67Diluted

$
2.14


$
2.27


$
1.65    33




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statement of Stockholders Equity
 Years
    Ended December 31, 2009, 2008 and 2007
  AccumulatedCommon Stock


Additional


OtherShares





Paid-In


Comprehensive


Retained


TreasuryOutstanding


Amount


Capital


(Loss) Income


Earnings


Stock


Total(Dollars in thousands)Balances at January 1, 2007


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
)


94,447Stock options exercised, including $29 tax benefit


31,054



3



192















195Stock-based compensation


17,510



2



574















576Treasury shares purchased


(3,069
)


















(100
)


(100
)Net income


















13,670







13,670Minimum pension liability adjustment, net of $96 tax benefit














(168
)










(168
)Mark to market of interest rate hedge, net of $778 tax expense














1,361











1,361Comprehensive income














1,193



13,670







14,863Balances at December 31, 2009


6,393,581


$
640


$
15,619


$
(2,718
)

$
96,684


$
(244
)

$
109,981    34




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Cash Flows
  Years Ended December 31,2009


2008


2007(Dollars in thousands)OPERATING ACTIVITIES:Net income

$
13,670


$
14,433


$
10,446Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation, depletion and amortization


13,475



13,475



12,881Amortization of financing costs


16



22



22Deferred income taxes


1,682



2,360



1,806(Gain) loss on sale of property, plant and equipment


(43
)


33



41Stock-based compensation


576



627



595Changes in operating assets and liabilities, net of the effects
    of acquisitions of businesses:Trade receivables


1,127



(579
)


(208
)Inventories


2,837



(2,398
)


(1,311
)Prepaid expenses and other current assets


(133
)


(181
)


(242
)Other assets


(32
)


(90
)


(51
)Accounts payable and accrued expenses


(1,306
)


(401
)


865Other liabilities


(295
)


(1,545
)


(371
)Net cash provided by operating activities


31,574



25,756



24,473INVESTING ACTIVITIES:Purchase of property, plant and equipment


(6,653
)


(15,760
)


(18,227
)Acquisitions of businesses






(2,529
)


Proceeds from sale of property, plant and equipment


247



11



56Net cash used in investing activities


(6,406
)


(18,278
)


(18,171
)FINANCING ACTIVITIES:Repayments of revolving credit facilities, net


(4,688
)


(2,683
)


(605
)Repayments of term loans


(5,000
)


(5,000
)


(5,000
)Proceeds from exercise of stock options and warrants


166



29



106Purchase of treasury shares


(100
)


(77
)


(67
)Tax benefits related to exercise of stock options


84



10



58Net cash used in financing activities


(9,538
)


(7,721
)


(5,508
)Net increase (decrease) in cash and cash equivalents


15,630



(243
)


794Cash and cash equivalents at beginning of year


836



1,079



285Cash and cash equivalents at end of year

$
16,466


$
836


$
1,079    35




---



##### Table of Contents



United
    States Lime & Minerals, Inc.



Notes to
    Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

Years Ended December 31, 2009, 2008 and 2007 (1)
    Summary
    of Significant Accounting Policies  (a)
    Organization    (b)
    Principles
    of Consolidation    (c)
    Use
    of Estimates    (d)
    Statements
    of Cash Flows    Year Ended December 31,2009


2008


2007Cash paid during the year for:Interest, net of $0, $0 and $130 capitalized in 2009, 2008 and
    2007, respectively

$
2,843


$
3,426


$
4,265Income taxes

$
2,743


$
2,954


$
3,893   (e)
    Revenue
    Recognition   36




---



##### 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,Significant OtherObservable Inputs(Level 2)


Valuation2009


2008


2009


2008


TechniqueInterest rate swap liabilities

$
(3,229
)


(5,367
)


(3,229
)


(5,367
)


Cash flows
    approach   (g)
    Concentration
    of Credit Risk and Trade Receivables      2009


2008Beginning balance

$
326


$
350Additions


44



12Write-offs


(20
)


(36
)Ending balance

$
350


$
326  37




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (h)
    Inventories    December 31,2009


2008Lime and limestone inventories:Raw materials

$
3,373


$
5,314Finished goods


1,351



1,9564,724



7,270Service parts inventories


4,736



5,027$
9,460


$
12,297   (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
 38




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (k)
    Asset
    Retirement Obligations      (l)
    Other
    Assets    December 31,2009


2008Intangible assets

$
158


$
368Deferred financing costs


130



151Other


122



85$
410


$
604       (m)
    Environmental
    Expenditures  and/or
   39




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (n)
    Income
    Per Share of Common Stock    Year Ended December 31,2009


2008


2007Net income for basic and diluted income per common share

$
13,670


$
14,433


$
10,446Weighted-average shares for basic income per common share


6,378,457



6,305,164



6,259,663Effect of dilutive securities:Restricted shares of stock






25,959



14,625Employee and director stock options(1)


19,286



31,822



58,414Adjusted weighted-average shares and assumed exercises for
    diluted income per common share


6,397,743



6,362,945



6,332,702Basic net income per common share

$
2.14


$
2.29


$
1.67Diluted net income per common share

$
2.14


$
2.27


$
1.65     (1)
    
    Excludes 9,500, 53,250 and 10,000 stock options in 2009, 2008
    and 2007, respectively, because they were antidilutive because
    the exercise price exceeded the average per share market price
    for the periods presented.  (o)
    Stock-Based
    Compensation    (p)
    Derivative
    Instruments and Hedging Activities    (q)
    Income
    Taxes     40




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (r)
    Comprehensive
    Income (Loss)    (2)
    New
    Accounting Pronouncements      
    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.    (3)
    Banking
    Facilities and Other Debt    12-year 12-year
   41




---



##### Table of Contents



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


December 31,2009


2008Term Loan

$
26,666


$
30,000Draw Term Loan


15,000



16,667Revolving Facility(1)






4,687Subtotal


41,666



51,354Less current installments


5,000



5,000Debt, excluding current installments

$
36,666


$
46,354     (1)
    
    The Company had letters of credit totaling $322 issued on the
    Revolving Facility at December 31, 2009.      Total

2010


2011


2012


2013


2014


Thereafter$41,666

$
5,000


$
5,000


$
5,000


$
5,000


$
5,000


$
16,666  42




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (4)
    Accumulated
    Other Comprehensive Loss  mark-to-market
  (5)
    Income
    Taxes    2009


2008


2007Current income tax expense

$
2,792


$
2,618


$
2,087Deferred income tax expense


1,682



2,360



1,806Income tax expense

$
4,474


$
4,978


$
3,893     2009


2008


2007Percent of





Percent of





Percent ofpretax





pretax





pretaxAmount


income


Amount


income


Amount


incomeIncome taxes computed at the federal statutory rate

$
6,350



35.0
%

$
6,794



35.0
%

$
5,019



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


(1,949
)


(10.7
)


(2,378
)


(12.2
)


(1,538
)


(10.7
)State income taxes, net of federal income tax benefit


180



1.0



424



2.2



309



2.1Other


(107
)


(0.6
)


138



0.6



103



0.7Income tax expense

$
4,474



24.7
%

$
4,978



25.6
%

$
3,893



27.1
%    43




---



##### Table of Contents



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


December 31,2009


2008Deferred tax liabilitiesLime and limestone property, plant & equipment

$
13,197


$
11,575Natural gas interests drilling costs & equipment


3,921



3,706Other


284



17117,402



15,452Deferred tax assetsAlternative minimum tax credit carryforwards


(9,171
)


(8,914
)Minimum pension liability


(381
)


(285
)Fair value liability of interest rate hedges


(1,174
)


(1,952
)Other


(650
)


(613
)(11,376
)


(11,764
)Deferred tax liabilities, net

$
6,026


$
3,688     (6)
    Employee
    Retirement Plans       44




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    50-70% 30-50%
  2009


2008Equity securities and funds


48.1
%


40.4
%Institutional bond funds


29.8



44.6Other investments


9.4



5.3Cash and cash equivalents


12.7



9.7100.0
%


100.0
%     Equity securities and funds

$
751Institutional bond funds


611Other investments


147Cash and cash equivalents


501,559       2009


2008Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
1,510


$
1,729Interest cost


102



104Actuarial gain (loss) on plan assets


485



(206
)Benefits paid


(117
)


(117
)Projected benefit obligation at end of year

$
1,980


$
1,510Change in plan assets:Fair value of plan assets at beginning of year

$
1,092


$
1,595Employer contribution


333



Actual gain (loss) on plan assets


251



(386
)Benefits paid


(117
)


(117
)Fair value of plan assets at end of year

$
1,559


$
1,092Underfunded status

$
(421
)

$
(418
)Accumulated benefit obligation

$
1,980


$
1,510  45




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008Accrued benefit cost

$
421


$
418     2009


2008Discount rate


5.65
%


7.00
%Expected long-term return on plan assets


7.75
%


7.75
%     Year Ended December 31,2009


2008


2007Interest cost

$
102


$
104


$
97Expected return on plan assets


(99
)


(133
)


(114
)Amortization of net actuarial loss


68



53



50Net periodic benefit cost

$
71


$
24


$
33   2015-2018.
    (7)
    Stock-Based
    Compensation     46




---



##### Table of Contents



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








WeightedAverage


Aggregate





AverageStock


Exercise


Intrinsic


Restricted


Grant-DateOptions


Price


Value


Stock


Fair ValueOutstanding (stock options); non-vested (restricted stock) at
    December 31, 2008


106,907


$
19.95


$
742



21,517


$
29.12Granted


9,500



35.20







17,510



28.76Exercised (stock options); vested (restricted stock)


(49,715
)


17.71







(15,117
)


28.63Forfeited














(190
)


26.58Outstanding (stock options); non-vested (restricted stock) at
    December 31, 2009


66,692


$
23.79


$
735



23,720


$
29.19Exercisable at December 31, 2009


66,692


$
23.79


$
735



n/a



n/a   2009


2008


2007Weighted average fair value of stock options granted during the
    year

$
7.21


$
7.48


$
11.28Weighted average remaining contractual life for stock options in
    years


6.33



6.75



7.49Total fair value of stock options vested during the year

$
99


$
158


$
220Total intrinsic value of stock options exercised during the year

$
1,079


$
599


$
2,868Total fair value of restricted stock vested during the year

$
477


$
469


$
375    47




---



##### Table of Contents



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


3.85



3.85



15,674


$
5.99



15,674


$
5.99$13.16-13.31


5.16



5.16



7,833


$
13.20



7,833


$
13.20$27.98-37.70


7.45



7.45



43,185


$
31.79



43,185


$
31.796.33



6.33



66,692


$
23.79



66,692


$
23.79     (8)
    Commitments
    and Contingencies        (9)
    Business
    Segments   48




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008


2007RevenuesLime and limestone operations

$
110,406


$
126,165


$
116,569Natural gas interests


6,925



16,191



8,667Total revenues

$
117,331


$
142,356


$
125,236Depreciation, depletion and amortizationLime and limestone operations

$
12,081


$
11,889


$
11,522Natural gas interests


1,001



1,146



942Total depreciation, depletion and amortization

$
13,082


$
13,035


$
12,464Gross profitLime and limestone operations

$
24,344


$
18,178


$
19,952Natural gas interests


4,409



13,105



6,064Total gross profit

$
28,753


$
31,283


$
26,016Identifiable assets, at year endLime and limestone operations

$
140,493


$
149,058


$
147,443Natural gas interests


12,746



13,417



8,087Unallocated corporate assets and cash items


18,831



3,654



2,697Total identifiable assets

$
172,070


$
166,129


$
158,227Capital expendituresLime and limestone operations

$
6,353


$
9,846


$
13,809Natural gas interests


300



5,914



4,418Total capital expenditures

$
6,653


$
15,760


$
18,227   (10)
    Acquisitions    (11)
    Supplementary
    Financial Information for Oil and Gas Producing
    Activities  Results
    of Operations from Oil and Gas Producing Activities
   49




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008


2007Results of OperationsRevenues

$
6,925


$
16,191


$
8,667Production and operating costs


1,515



1,940



1,661Depreciation and depletion


1,001



1,146



942Results of operations before income taxes


4,409



13,105



6,064Income tax expense


1,226



4,056



1,773Results of operations (excluding corporate overhead and interest
    costs)

$
3,183


$
9,049


$
4,291Costs IncurredDevelopment costs incurred

$
1,262


$
5,938


$
4,039Exploration costs










Capitalized asset retirement costs

$
3


$
41


$
21Property acquisition costs

$
22







Capitalized CostsNatural gas properties  proved

$
15,080


$
13,748


$
7,813Less: accumulated depreciation and depletion


3,419



2,413



1,269Net capitalized costs for natural gas properties

$
11,661


$
11,335


$
6,544   Unaudited
    Oil and Natural Gas Reserve and Standardized Measure
    Information
      12-month
 50




---



##### Table of Contents



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





Natural GasNatural Gas


Liquids


Natural Gas


Liquids


Natural Gas(BCF)


(MMBBLS)


(BCF)


(MMBBLS)


(BCF)2009


2009


2008


2008


2007Proved reserves  beginning of year


16.4



0.6



18.0







7.9Revisions of previous estimates


(2.6
)


1.1



(2.3
)






0.2Extensions and discoveries


0.5



0.1



2.2



0.6



11.0Production


(1.0
)


0.0



(1.5
)






(1.1
)Proved reserves  end of year


13.3



1.8



16.4



0.6



18.0Proved developed reserves  end of year


8.9



1.2



12.0



0.4



9.7   Unaudited
    Standardized Measure of Discounted Future Net Cash
    Flows
  2009


2008


2007Future estimated gross revenues

$
96,187


$
128,485


$
137,848Future estimated production and development costs


(28,035
)


(38,495
)


(33,921
)Future estimated net revenues


68,152



89,990



103,927Future estimated income tax expense


(19,588
)


(25,759
)


(30,320
)Future estimated net cash flows


48,564



64,231



73,60710% annual discount for estimated timing of cash flows


(25,488
)


(33,512
)


(39,577
)Standardized measure of discounted future estimated net
    cash flows

$
23,076


$
30,719


$
34,030   Unaudited
    Changes in Standardized Measure of Discounted Future Net Cash
    Flows
  2009


2008


2007Standardized measure  beginning of year

$
30,719


$
34,030


$
12,614Net change in sales prices and production costs


(12,735
)


(11,600
)


5,584Sales of natural gas produced, net of production costs


(5,065
)


(5,174
)


(5,649
)Extensions and discoveries, net of related costs


3,357



9,212



31,590Future development costs


(2,094
)


(3,216
)


(4,373
)Net change due to changes in quantity estimates


7,789



2,259



600Previously estimated development costs incurred


272



4,800



3,523Net change in income taxes


3,012



1,698



(8,724
)Accretion of discount


1,623



3,747



1,561Timing of production of reserves and other


(3,802
)


(5,037
)


(2,696
)Standardized measure  end of year

$
23,076


$
30,719


$
34,030  51




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (12)
    Summary
    of Quarterly Financial Data (unaudited)  2009March 31,


June 30,


September 30,


December 31,RevenuesLime and limestone operations

$
26,513


$
27,639


$
29,871


$
26,383Natural gas interests


1,800



1,497



1,742



1,886$
28,313


$
29,136


$
31,613


$
28,269Gross profitLime and limestone operations

$
5,170


$
5,949


$
7,482


$
5,743Natural gas interests


1,057



863



1,152



1,337$
6,227


$
6,812


$
8,634


$
7,080Net income

$
2,736


$
3,406


$
4,495


$
3,033Basic income per common share

$
0.43


$
0.54


$
0.71


$
0.47Diluted income per common share

$
0.43


$
0.53


$
0.70


$
0.47   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  52




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    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 MANAGEMENTAND 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. 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
.1.1

Form of stock option grant agreement under the United States
    Lime & Minerals, Inc. 2001 Long-Term Incentive Plan,
    as Amended and Restated (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
.1.2

Form of restricted stock grant agreement under the United States
    Lime & Minerals, Inc. 2001 Long-Term Incentive Plan,
    as Amended and Restated (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
.1.3

United States Lime & Minerals, Inc. 2001 Long-Term
    Incentive Plan, as Amended and Restated (incorporated by
    reference to Exhibit A to the Companys definitive
    Proxy Statement for its Annual Meeting of Shareholders held on
    May 1, 2009, File Number
    000-4197).10
.2

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
.2.1

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
.3

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
.4

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
.4.1

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
.4.2

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
.4.3

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
.5

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).10
.5

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
.7

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). 55




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##### Table of Contents



10
.8

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
.9

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
.10

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
.11

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
.12

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
.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.99
.1

Report of Independent Petroleum Engineering Firm.      56




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##### Table of Contents



SIGNATURES       By:
    /s/  Timothy
    W. Byrne  
      Date: March 2, 2010

By:

/s/  Timothy
    W. ByrneTimothy
    W. Byrne, President, Chief Executive Officer, and Director
    (Principal Executive Officer)Date: March 2, 2010

By:

/s/  M.
    Michael OwensM.
    Michael Owens, Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)Date: March 2, 2010

By:

/s/  Edward
    A. OdishawEdward
    A. Odishaw, DirectorDate: March 2, 2010

By:

/s/  Antoine
    M. DoumetAntoine
    M. Doumet, Director and Chairman of the BoardDate: March 2, 2010

By:

/s/  Wallace
    G. IrmscherWallace
    G. Irmscher, DirectorDate: March 2, 2010

By:

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




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##### Table of Contents



EXHIBIT INDEX
  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.99
.1

REPORT OF INDEPENDENT PETROLEUM ENGINEERS.  58