EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") is made on April 17, 1997, by and 
between United States Lime & Minerals, Inc. (the "Employer"), 12221 Merit 
Drive, Suite 500, Dallas, TX 75251 and Johnney G. Bowers (the "Employee").

   A. Employer is engaged in the business of lime and limestone.

   B. Employer desires to have the services of Employee.

   C. Employee is willing to be employed by Employer. Therefore, the parties 
      agree as follows:

      1. Best Efforts of Employee. Employee agrees to perform faithfully,
         industriously and to the best of Employee's ability, experience and
         talents, all of the duties that may be required by the express and
         implicit terms of this Agreement, to the reasonable satisfaction of
         Employer. Such duties shall be provided at Dallas, Texas and at such
         other place(s) as the needs, business or opportunities of the
         Employer may require from time to time.

      2. Compensation of Employee. As compensation for the services provided
         by Employee under this Agreement, Employer will pay Employee the
         following:

         a. The annual salary paid to Employee shall be $130,000 per annum to
            be paid in periodic monthly installments.

         b. Employee shall be supplied with a motor vehicle. Employer shall
            bear the reasonable acquisition, repair, and running expenses
            relating thereto. The non-business use of the motor vehicle shall
            be added to the taxable wages of Employee pursuant to the
            Employer's policy.

         c. Employee shall be entitled to participate in all employer
            retirement, insurance, long-term disability and other fringe
            benefit programs of Employer.

         d. Employee shall be eligible to participate in stock option programs
            as may be issued by the Board of Directors from time to time, but
            any such stock option program shall be at the sole discretion of
            the Board of Directors.

         e. Employer shall conduct an annual job performance review for the
            mutual benefit of Employer and Employee, and Employee shall be
            eligible to receive an annual performance bonus based on both
            Employee's job performance and the Company's financial performance
            but any such bonus amount shall be at the sole discretion of the
            Employer.


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Employment Agreement
April 17, 1997
Page 2



         f. Employee shall be entitled to four weeks of paid vacation per
            year. Such vacation must be taken at a time mutually convenient to
            Employer and Employee and must be approved by Employer.  Requests
            for vacation shall be submitted to Employee's immediate supervisor
            in advance of the requested date such vacation would commence.
            Unused vacation time may not be accumulated and carried over to
            the next year.

      3. Title of Employee. The Employee will hold the title of Vice President
         of Manufacturing and currently report to the President and CEO.

      4. Reimbursement for Expenses in Accordance With Employer Policy. The
         Employer will reimburse Employee for "out-of-pocket" expenses in
         accordance with Employer policies in effect from time to time.

      5. Relocation Expenses. Employer shall reimburse Employee for moving
         expenses to move Employee from his residence to the Dallas, Texas
         vicinity. Employer will also pay for the Employee's Real Estate fees
         on the sale of his residence.

      6. Termination.

         a. Employer shall have the right to terminate Employee's employment
            hereunder without cause at any time; except that immediately upon
            such termination, Employer shall make a payment to Employee in the
            amount of fifty percent of his then annual salary as defined in
            Paragraph 2a above (currently $130,000) in a form mutually
            agreeable to both parties in compliance with IRS rules and
            regulations. Upon any such termination defined above, Employee
            agrees to provide Employer with a general release agreeable to
            both parties.

         b. Company shall have the right to terminate Employee's employment
            hereunder for cause without making termination payment to Employee
            in the event Employee (i) engages in any competition with any
            business of Employer without the prior written approval of
            Employer; (ii) commits fraud, theft, larceny or any other crime
            (other than minor misdemeanors); (iii) fails or refuses to obey
            lawful instructions or commits an act of willful misconduct or
            disloyalty; (iiii) is guilty of habitual insobriety, inattention
            to his duties or negligence in the performance of his duties; or
            (iiiii) is unable to perform his duties because of death or
            disability. Employee shall be deemed to be disabled under
            Employer's disability policy for executive officers as in effect
            at that time.


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Employment Agreement
April 17, 1997
Page 3


      7. Confidentiality. Employee recognizes that Employer has and will have
         inventions, business affairs, products, fixture plans, machinery,
         trade secrets, apparatus, process information, prices, customer
         lists, discounts, technical information, costs, product design
         information, and other vital information (collectively,
         "Information") which are valuable, special and unique assets of
         Employer. Employee agrees that Employee will not at any time or in
         any manner, either directly or indirectly, divulge, disclose or
         communicate in any manner any Information to any third party without
         the prior written consent of the Employer. Employee will protect the
         Information and treat it as strictly confidential. A violation by
         Employee of this paragraph shall be a material violation of this
         Agreement and will justify legal and/or equitable relief.

         a. Unauthorized Disclosure of Information. If it appears that
            Employee has disclosed (or has threatened to disclose) information
            in violation of this Agreement, Employer shall be entitled to an
            injunction to restrain Employee from disclosing, in whole or in
            part, such Information, or from providing any services to any
            party to whom such information has been disclosed or may be
            disclosed. Employer shall not be prohibited by this provision from
            pursuing other remedies, including a claim for losses and damages.

         b. Confidentiality After Termination of Employment. The
            confidentiality provisions of this Agreement shall remain in full
            force and effect for a period of 3 years after the termination of
            Employee's employment.

      8. Entire Agreement. This Agreement contains the entire agreement of the
         parties and there are no other promises or conditions in any other
         agreement whether oral or written. This Agreement supersedes any
         prior written or oral agreements between the parties.

      9. Amendment. This Agreement may be modified or amended, if the
         amendment is made in writing and is signed by both parties.

      10.   Miscellaneous.

         a. Notice. Any notice contemplated hereunder shall be by personal 
            service and effective upon the date of such service.

         b. Texas Law. This agreement and any disputes thereunder shall be 
            construed under the laws of Texas.



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Employment Agreement
April 17, 1997
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         c. Arbitration. Any dispute hereunder shall be resolved by binding
            arbitration according to the rules of the American Arbitration
            Association, and any such arbitration shall be held within 50
            miles of the office to which Employee is or was assigned at the
            time of the arising of such dispute.


Accepted By Johnney G. Bowers



By:  \s\ Johnney G. Bowers
    ---------------------------
     Johnney G. Bowers



Accepted by United States Lime & Minerals, Inc.



By:  \s\ Robert F. Kizer
    ---------------------------
     Robert F. Kizer, President & CEO