<PAGE>   1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K
(Mark One)
               (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 1996
                                       OR
             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         Commission File Number 0-4197

                      UNITED STATES LIME & MINERALS, INC.
                      -----------------------------------
             (Exact name of Registrant as specified in its charter)

          TEXAS                                         75-0789226
 -----------------------                             -----------------
(State of incorporation)                 (I.R.S. Employer Identification Number)

12221 MERIT DRIVE, SUITE 500, DALLAS, TEXAS                75251
-------------------------------------------              ----------
 (Address of principal executive offices)                (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 Registered
                                                      ----------------
                                      None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.10 par value

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

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

     The aggregate market value of Common Stock held by non-affiliates as of
February 28, 1997: $12,579,974.

     Number of shares of Common Stock outstanding as
of February 28, 1997: 3,921,853.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Part III incorporates information by reference from the Registrant's
definitive proxy statement to be filed for its 1997 Annual Meeting of
Shareholders. Part IV incorporates certain exhibits by reference from the
Registrant's previous filings.


<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
PART I
     ITEM I.  BUSINESS ..................................................      1
              General ...................................................      1
              Business and Products .....................................      1
              Product Sales .............................................      1
              Order Backlog .............................................      2
              Seasonality ...............................................      2
              Limestone Reserves ........................................      2
              Mining ....................................................      3
              Plant and Facilities ......................................      3
              Employees .................................................      3
              Competition ...............................................      4
              Environmental Matters .....................................      4
              Disposition of Assets .....................................      4
     ITEM 2.  PROPERTIES ................................................      4
     ITEM 3.  LEGAL PROCEEDINGS .........................................      4
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .......      4

PART II
     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS .....................................      5
     ITEM 6.  SELECTED FINANCIAL DATA ...................................      6
     ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS .....................      7
     ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ...............     11
     ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE .....................     12

PART III ................................................................     12

PART IV
     ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                ON FORM 8-K .............................................     12
SIGNATURES ..............................................................     15
</TABLE>



                                      -i-
<PAGE>   3
                     UNITED STATES LIME & MINERALS, INC.

                                  FORM 10-K
                     For the Year Ended December 31, 1996



                                     PART I
ITEM 1.   BUSINESS.

     GENERAL. The business of United States Lime & Minerals, Inc. (the
"Company" or the "Registrant"), which was incorporated in 1950, is the
production and sale of lime and limestone products. The Company extracts
high-quality limestone from its quarries and then processes the limestone for
sale as aggregate, pulverized limestone, quicklime and hydrated lime. These
operations are conducted through three wholly-owned subsidiaries of the
Company: Arkansas Lime Company, Corson Lime Company and Texas Lime Company.
References to the Company herein include references to its subsidiaries.

     The Company's principal corporate office is located at 12221 Merit Drive,
Suite 500, Dallas, Texas 75251.

     BUSINESS AND PRODUCTS. The Company extracts raw limestone and then
processes it for sale as aggregate, pulverized limestone, quicklime and
hydrated lime. Aggregate is raw limestone which has been crushed to specified
sizes. Pulverized limestone is a dried product ground to granular and finer
sizes. Quicklime is produced when carbon dioxide is removed from limestone in a
heat process called calcination. Hydrated lime is formed in a process called
hydration in which water is added to quicklime to produce a soft powder.

     Aggregate is used by the construction industry in concrete, asphalt and
road base. Pulverized limestone is used primarily in the production of
construction materials such as asphalt paving and roofing shingles, as an
additive to agriculture feeds and as a soil enhancement. Quicklime is used
primarily in the manufacturing of paper products, in sanitation and water
filtering systems and in metal processing. Hydrated lime is used primarily in
municipal sanitation/water treatment, soil stabilization in highway and
building construction, the production of chemicals and the production of
construction materials such as stucco, plaster and mortar.

     PRODUCT SALES. The Company sells its lime and limestone products primarily
in the states of Arkansas, Connecticut, Delaware, Kansas, Louisiana,
Mississippi, Missouri, New Jersey, New Mexico, New York, Oklahoma,
Pennsylvania, South Carolina, Tennessee, Texas and Virginia. Sales are made
primarily by the Company's eight sales employees. Sales personnel call on
potential customers and solicit orders which are generally made on a
purchase-order basis. The Company also receives orders in response to bids that
it prepares and submits to potential customers.

     Principal customers for the Company's lime and limestone products are
highway, street and parking lot contractors, chemical producers, paper
manufacturers, roofing shingle manufacturers, glass manufacturers, municipal
sanitation/water treatment facilities, poultry and cattle feed producers,
governmental agencies, steel producers and electrical utility companies.





                                      -1-
<PAGE>   4


         During the year ended December 31, 1996, approximately 1,500 customers
accounted for the Company's sales of lime and limestone products. No single
customer accounted for more than 10% of such sales. The Company is not subject
to significant customer risks as its customers are considerably diversified as
to geographic location and industrial concentration. However, given the nature
of the lime and limestone industry, the Company's profits are very sensitive to
changes in volume.

         Lime and limestone products are transported by rail and truck to
customers generally within a radius of 400 miles of each of the Company's
processing plants. Sales of lime and limestone products are highest during the
months of March through November.

         Substantially all of the Company's sales are made within the United
States.

         ORDER BACKLOG. The Company does not believe that backlog information
accurately reflects anticipated annual revenues or profitability from year to
year.

         SEASONALITY. The Company's sales have historically reflected seasonal
trends, with the largest percentage of total annual revenues being realized in
the second and third quarters. Low seasonal demand normally results in reduced
shipments and revenues in the first quarter. Inclement weather conditions have
a negative impact on the demand for lime and limestone products.

         LIMESTONE RESERVES. The Company extracts limestone from three open-pit
quarries, all of which are Company-owned. The Cleburne Quarry is located 14
miles from Cleburne, Texas; the Batesville Quarry is located near Batesville,
Arkansas; and the Corson Quarry is located at Plymouth Meeting, Pennsylvania.
Access to each location is provided by paved roads.

         Texas Lime Company operates out of the Cleburne Quarry, which is
situated upon a tract of land containing approximately 459 acres. In addition,
the Company owns 2,149 acres of land adjacent to the Cleburne tract containing
known high-quality limestone reserves in a bed averaging 28 feet in thickness,
with an overburden which ranges from 0 to 50 feet. The Company also has mineral
interests in the 560 acres of land adjacent to the Northwest boundary of the
Company's property. This tract of land has 531 acres of proven limestone
reserves. The calculated reserves are approximately 117,000,000 tons. Assuming
the present level of production at the Quarry is maintained, the Company
estimates the reserves are sufficient to sustain operations for approximately
100 years.

         Arkansas Lime Company operates out of the Batesville Quarry, which is
situated upon a tract of 725 acres, 90 of which contain known deposits of
high-quality limestone reserves. The average thickness of the chemical-quality
limestone sequence in this deposit is approximately 70 feet, with an overburden
averaging 35 feet. Additional drilling was done in 1996 to validate the present
reserves. The total calculated available reserves are approximately 26,000,000
tons. Assuming the present level of production at the quarry is maintained, the
Company estimates that reserves are sufficient to sustain operations for
approximately 50 years.

         Corson Lime Company operates out of the Corson Quarry, which is
situated at Plymouth Meeting, Pennsylvania upon a tract of land containing
approximately 315 acres, approximately 153 acres of which are underlain by
dolomitic limestone reserves. Permitted reserves are calculated to be
approximately 79,000,000 tons at the Quarry. The overburden averages
approximately 39 feet over the nonexposed portion of the Quarry. The Company
estimates that, assuming the present level of production at the Quarry is
maintained, the reserves are sufficient to sustain operations for approximately
50 years.




                                      -2-
<PAGE>   5


         MINING. The Company extracts limestone by the open-pit method at its
three operating quarries. The open-pit method, which consists of removing the
top layer of soil, trees and other substances and then extracting the exposed
limestone, is generally less expensive than underground mining. The principal
disadvantage of the open-pit method is that operations are subject to inclement
weather. To extract limestone, the Company utilizes standard mining equipment
which is Company-owned. After extraction, limestone is crushed, screened and
ground in the case of aggregate and pulverized limestone, or further processed
in kilns and hydrators in the case of quicklime and hydrated lime, before
shipment. The Company has no knowledge of any recent changes in the physical
quarrying conditions on any of its properties which have materially affected
its operations, and no such changes are anticipated.

         PLANTS AND FACILITIES. The Company produces lime and limestone
products  in the following plants:

         The Texas plant is located adjacent to the Cleburne Quarry on a tract
of land covering approximately 8.4 acres. This plant is equipped with three
rotary kilns and has a daily-rated capacity of 1,200 tons of quicklime. The
plant has pulverized limestone equipment which has a capacity to produce
550,000 tons of pulverized limestone annually, depending on the product mix. In
addition to this plant, the Company owns a plant which is located near Blum,
Texas on a tract of land covering approximately 40 acres. It is equipped with
two vertical kilns and has a daily-rated capacity of 600 tons of quicklime. The
Blum plant was acquired in 1989 and has not been operated since that time;
however, the plant's storage and shipment facilities are currently being
utilized.

         The Arkansas plant, situated on a tract of approximately 290 acres, is
located roughly two miles from the Batesville Quarry and is connected to the
Quarry by a Company-owned railway. Utilizing six vertical kilns, this plant has
a daily-rated capacity of 345 tons of quicklime. The plant has two grinding
systems which, depending on the product mix, has the capacity to produce
700,000 tons of pulverized limestone annually.

         The Pennsylvania plant is located adjacent to the Corson Quarry on a
tract of land covering approximately 147 acres. It is equipped with a dual
crushing system and six vertical kilns and has a daily-rated capacity of 8,000
tons of aggregate and 300 tons of quicklime.

         The Company maintains lime hydrating equipment and limestone drying
equipment at all three plants. Storage facilities, lime and pulverized
limestone products at each of its plants consist primarily of cylindrical
tanks, which are considered by the Company to be adequate to protect its lime
and limestone products and to provide an available supply for customers' needs
at the existing volume of shipments. Equipment is maintained at each plant to
load trucks and at the Arkansas and Blum plants to load railroad cars.

         The Company believes that its processing plants for the most part are
being properly maintained and are adequately insured. Much of the equipment in
the plants is aging and will require maintenance and repair in the future. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" regarding the Company's expected capital expenditures for
modernizing and re-equipping the plants.

         EMPLOYEES. The Company employed, at December 31, 1996, 318 persons, 38
of whom are engaged in sales, administrative and management activities. Of the
Company's 280 production employees, 224 are covered by collective bargaining
agreements. These agreements expire as follows:

                       Pennsylvania facility in July 1998
                        Texas facility in November 1999
                       Arkansas facility in December 1999




                                      -3-
<PAGE>   6



         COMPETITION. The lime and limestone industry has certain limiting
factors, including: the availability of high-quality limestone (calcium
carbonate) reserves, the ability to secure mining and operating permits for a
facility, the cost of building processing plants to create the lime and
limestone products and the transportation costs associated with delivering the
products to customers. There is not a large number of producers in the United
States as a whole, but producers tend to concentrate on known limestone
formations where competition takes place on a local basis. The contraction of
the U.S. steel industry in the late 1970's and the early 1980's created an
excess of supply over demand, thus impacting prices and profit levels. The
industry as a whole has expanded its customer base and, while still selling
heavily to the steel industry, also counts paper producers and road builders
among its major customers. In recent years, the environmental-related uses for
lime have been expanding, including use in flue gas desulfurization and the
treatment of both waste and potable water.

         ENVIRONMENTAL MATTERS. The Company's operations are subject to various
federal, state and local environmental laws and regulations, including the
Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act,
the Comprehensive Environmental Response, Compensation, and Liability Act as
well as the Toxic Substances Control Act. Management does not believe that any
lack of compliance by the Company with applicable environmental laws will have
a material adverse effect on the Company. In part in response to requirements
of environmental regulatory agencies, the Company incurred capital expenditures
of approximately $200,000 in 1996 on environmental compliance and is planning
to incur approximately $200,000 in 1997 excluding major projects. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." In the judgment of management, forecastable expenditure
requirements for the future are not of such dimension as to have a materially
adverse effect on the Company's financial condition, results of operations,
liquidity or competitive position. The Company's recurring costs associated
with managing and disposing of potentially hazardous substances (such as fuels
and lubricants used in operations) and maintaining pollution control equipment
amounted to approximately $100,000 in 1996 and $150,000 in 1995. The Company
has not been named as a potentially responsible party in any superfund cleanup
site.

         DISPOSITION OF ASSETS. Effective July 15, 1992, substantially all of
the assets and business of Virginia Lime Company ("VLC"), a wholly owned
subsidiary of the Company, were sold to Eastern Ridge Lime Company, L.P.

ITEM 2.  PROPERTIES.

         Reference is made to Item 1 of this Report for a description of the
properties of the Company, and such description is hereby incorporated by
reference in answer to this Item 2. As discussed in Note 2 of Notes to
Consolidated Financial Statements, plant facilities and mineral reserves are
subject to encumbrances to secure the Company's loans.

ITEM 3.  LEGAL PROCEEDINGS.

         Information regarding legal proceedings is set forth in Note 6 of
Notes to Consolidated Financial Statements and is hereby incorporated by
reference in answer to this Item 3.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         The Company did not submit any matters to a vote of security holders
during the fourth quarter of 1996.




                                      -4-
<PAGE>   7
                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock is quoted on the Nasdaq National Market
under the symbol "USLM." As of February 28, 1997, the Company had 899
shareholders of record.

         As of December 31, 1996,  500,000 shares of $5.00 par value preferred
stock were authorized,  and none was issued.

         The high and low sales prices for the Company's Common Stock for the
periods indicated, as well as dividends declared, were:


<TABLE>
<CAPTION>
                                                  1996                                        1995
                              -------------------------------------       -----------------------------------------
                                     MARKET PRICE                                MARKET PRICE
                                     ------------                                ------------
                                 LOW             HIGH      DIVIDENDS          LOW           HIGH          DIVIDENDS
                                 ---             ----      ---------          ---           ----          ---------
                                                            DECLARED                                       DECLARED
                                                            --------                                       --------
<S>                           <C>             <C>            <C>          <C>            <C>                <C>
     First Quarter            $  8            $11 3/4        $0.025       $5 1/2         $6 1/4                 _
     Second Quarter           $ 11 3/8        $14 3/4        $0.025       $5 1/2         $6 3/4             $0.025
     Third Quarter            $  8 3/4        $13 3/4        $0.025       $6 1/4         $8 1/4             $0.025
     Fourth Quarter           $  7 3/4        $ 9 1/4        $0.025       $7             $8 3/4             $0.025
</TABLE>





                                      -5-
<PAGE>   8

ITEM 6. SELECTED FINANCIAL DATA.
        (dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                                                 ---------------------------------------------------------
                                                   1996       1995       1994           1993         1992
                                                 -------     ------     ------        -------      -------
<S>                                              <C>         <C>        <C>            <C>          <C>
Operating Results

     Revenues from continuing operations         $40,159     41,419     36,865         32,359       35,950
                                                 =======     ======     ======        =======      =======

     Net income (loss)
        From continuing operations               $ 2,602      4,260      1,916(1)        (441)       9,930(2)
        From discontinued operations                  --         --         --            480         (462)
                                                 -------     ------     ------        -------      -------
                                                 $ 2,602      4,260      1,916             39        9,468
                                                 =======     ======     ======        =======      =======

     Income (loss) per share of common stock
        From continuing operations               $  0.67       1.11       0.50          (0.11)        2.59
        From discontinued operations                  --         --         --           0.12        (0.12)
                                                 -------     ------     ------        -------      -------
                                                 $  0.67       1.11       0.50           0.01         2.47
                                                 =======     ======     ======        =======      =======
</TABLE>

<TABLE>
<CAPTION>
                                                                   AS OF DECEMBER 31,
                                              --------------------------------------------------------
                                                 1996           1995       1994       1993       1992
                                              ------------     ------     ------     ------     ------
<S>                                           <C>              <C>        <C>        <C>        <C>
        Total Assets                          $     31,319     29,793     27,397     29,937     30,182
                                              ============     ======     ======     ======     ======
        Long-Term Debt                        $      3,238      4,381      6,225      9,622         --
                                              ============     ======     ======     ======     ======
        Stockholders' Equity Per Share        $       5.40       4.89       3.86       3.32       3.32
                                              ============     ======     ======     ======     ======
        Cash Dividends Declared Per Share     $       0.10      0.075         --         --         --
                                              ============     ======     ======     ======     ======
        Employees at Year-End                          318        338        313        302        317
                                              ============     ======     ======     ======     ======
</TABLE>

---------------

(1) Includes a gain of $372,000, net of related taxes ($425,000
    gross), due to the expiration of certain potential post-closing
    obligations relating to the sale of VLC assets.

(2) Includes a gain on sale of VLC assets of $10,679, net of related taxes.

See "Management's Discussion and Analysis of Financial Condition and
Results of Operations", and Notes to Consolidated Financial Statements.




                                      -6-
<PAGE>   9




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

         The following table sets forth selected financial information of the
Company expressed as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                                 -----------------------
                                                 1996     1995     1994
                                                 ----     ----     ----
<S>                                               <C>      <C>      <C>
Revenues                                          100%     100%     100%

Cost of revenues:
     Labor and other operating expenses           (71)     (67)     (71)
     Depreciation, depletion and amortization      (9)      (8)      (9)
     Amortization of costs in excess of
        net assets acquired                        --       --       (1)
                                                  ---      ---      ---
        GROSS PROFIT                               20       25       19

Selling, general and administrative expenses      (11)     (12)     (13)
                                                  ---      ---      ---
        OPERATING PROFIT                            9       13        6

Other (deductions) income:
     Interest expense                              (1)      (2)      (2)
     Other - net                                   --        1        2
Federal and state income tax                       (2)      (2)      (1)
                                                  ---      ---      ---

        Net income                                  6%      10%       5%
                                                  ===      ===      ===
</TABLE>




                                  1996 VS 1995

         Revenues decreased from $41,419,000 in 1995 to $40,159,000 in 1996, a
decrease of $1,260,000 or 3.0%. This decrease was a result of a 6.9% decrease
in sales volume, partially offset by a 3.9% increase in sales prices. Sales
volumes were down at all plants, with the largest percentage of reductions
attributed to the Arkansas and Texas plants. The single largest reason for
Arkansas's reduced sales volume was the loss of a pulverized limestone
customer. The increase in sales prices was attributed principally to the Texas
plant.

         The Company's gross profit was $7,883,000 for 1996 compared to
$10,543,000 for 1995, a 25.2% decrease. The decrease was the result of a number
of factors. The lower sales volume reduced the gross profit as fixed costs,
including greater depreciation expense, were absorbed by fewer units. The
increased cost of fuel, particularly natural gas prices, impacted all three
plants, but particularly the Pennsylvania plant. The Pennsylvania plant's
continued operating and productivity problems accounted for approximately 50%
of the reduction in gross profit. The 9% reduction in sales volume at the
Arkansas plant also contributed to the decrease in gross profit.

         Selling, general and administrative ("SG&A") expenses decreased from
$4,881,000 in 1995 to $4,359,000 in 1996, a 10.7% decrease. SG&A expenses
declined as a percent of revenues to 10.9% in 1996,





                                      -7-
<PAGE>   10

from 11.8% in 1995. The reduction in SG&A was primarily the result of
lower bonus payments, professional fees and insurance costs.

         Interest expense decreased by $160,000 in 1996 from 1995, primarily
due to lower debt outstanding

         The Company's net income for 1996 decreased $1,658,000 or 38.9% from
$4,260,000 ($1.11 per share) in 1995, to $2,602,000 ($0.67 per share)
principally due to the decrease in gross profit.

                                  1995 VS 1994

         Revenues increased from $36,865,000 in 1994 to $41,419,000 in 1995, an
increase of $4,554,000 or 12.4%. This resulted from a 12.0% increase in sales
volume and a 0.4% increase in sales prices. Sales volume was up at all plants
in 1995. Sales prices received for lime and limestone products at the Arkansas
and Texas plants increased slightly in 1995 compared to 1994. Sales prices
received for lime and limestone products, including aggregates, at the
Pennsylvania plant were down slightly when compared to 1994.

         The Company's gross profit was $10,543,000 for 1995 compared to
$7,365,000 for 1994, a 43.2% increase. In addition to increased revenues, gross
profit was enhanced by improved efficiencies at the plants and lower
amortization of costs in excess of net assets acquired.

         SG&A expenses increased by $20,000 in 1995 compared to 1994. SG&A
expenses declined as a percent of revenues to 11.8% in 1995, from 13.2% in
1994.

         Interest expense decreased by $161,000 in 1995 from 1994. This
decrease was due to lower debt outstanding.

         The Company's net income for 1995 increased by $2,344,000 or 122.3%
from $1,916,000 ($0.50 per share) in 1994, to $4,260,000 ($1.11 per share)
principally due to the increase in gross profit.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

         The Company's financial condition is reflected by the following key
financial measurements (dollars in thousands):

<TABLE>
<CAPTION>
                                            December 31,
                                --------------------------------
                                  1996         1995       1994
                                ---------   ---------  ---------
<S>                             <C>             <C>        <C>
Total bank debt                 $   4,381       5,524      7,368
Ratio of total liabilities to
   stockholders' equity               .48         .59        .85
Working capital                     5,439       6,156      5,443
Current ratio                        1.88        2.01       1.96

</TABLE>


         In 1996, cash flow from operations was $7,050,000, a decline of
$893,000 or 11.2% from 1995. In 1996, this cash flow fully funded the Company's
capital expenditure program and reduced the Company's bank debt by $1,143,000.

         The Company has a financing agreement with a commercial bank. The
agreement, as amended in November, 1996, provides for a five-year $8,000,000
term loan with monthly principal repayments of $95,238 maturing in October,
2000. The agreement also provides for a $6,000,000 revolving credit facility
which matures in June, 1998. Both facilities are secured by substantially all
of the Company's assets. Beginning in



                                     -8-
<PAGE>   11


March, 1997, all borrowings under the agreement carry an interest rate of the
bank's prime rate. In addition, the Company has the option to borrow at
a LIBOR rate plus 2 1/2% for the term loan, and LIBOR plus 2 1/4% for the
revolving credit facility. The terms of the agreement contain, among other
provisions, requirements for maintaining defined levels of working capital, net
worth, financial ratios and capital expenditure limitations. The covenants also
restrict incurrence of debt, liens and lease obligations, mergers, and
consolidation or acquisition of assets.

         As part of the same amended agreement, the Company has negotiated a
$10,000,000 secured line of credit, which is available to finance capital
expenditures. The term of any borrowings under this facility would match the
assets financed, and the interest rate would be the same as for borrowings
under the term loan portion of the Company's credit agreement. The Company has
also arranged for a secured line of credit for purposes of acquisitions. This
facility is for up to $10,000,000, and the interest rate would be the bank's
prime rate. Both the capital expenditure and acquisition facilities are
available, if not extended, through 1997 and are subject to approval by the
bank.

         Capital expenditures for 1996 totaled $6,121,000 compared to
$4,851,000 in 1995. The Company expects to spend $4,000,000 to $5,000,000 per
year over the next several years to continue modernizing and re-equipping plant
facilities to improve efficiency and reduce costs, to effect environmental
improvements and to ensure that capacity is in place to meet market demand.
Management believes that the necessary funds will be generated by operations.
The Company is not contractually committed to any planned capital expenditures
until actual orders are placed for equipment.

         In addition to the above capital expenditures, the Company currently
plans to undertake major modernization and expansion projects at the Arkansas
and Texas facilities. The Company has for some time considered constructing a
new kiln at the Arkansas plant. As part of this process, a new plant-wide
permit was recently obtained in order to be in position to build the new kiln.
Recent firm bid proposals indicate that the current costs of the new kiln have
increased substantially from the preliminary cost estimates supplied from the
vendors. Because of this change, management believes it is now necessary to
again review in detail the various kiln processing systems that can be employed
at Arkansas. In addition, the crushing, handling, loadout, and storage
facilities at Arkansas will be evaluated in order to develop a comprehensive
modernization and expansion plan for this facility.

         The Company has decided to move ahead with the Texas modernization and
expansion project at this time. The Texas plans are a result of a thorough
study of both the projected replacement horizon of the existing equipment and
certain current inefficiencies of the plant. The plans include the installation
of a new stone crushing and stone handling system, the addition of a pre-heater
to one of the existing kilns, additional storage, screening and shipping
capacity, and a new support building which will house a laboratory and
administrative and shop facilities.

         The planned Texas improvements will allow the Company to better serve
its customers by improving both quality and service. With the improvements, the
Company will be in a position to compete for customers who currently cannot use
the Company's lime in their processes. The additional storage will improve both
kiln utilization and the plant's ability to meet peek customer demand. The
storage and load-out facilities will also substantially reduce the amount of
time required for the loading of bulk quicklime trucks. The pre-heater addition
to a current kiln will reduce fuel consumption and will also increase the
plant's quicklime capacity by approximately 25%. These improvements will result
in lower operating costs and in more efficient utilization of the work force.
The cost of the Texas modernization and expansion project is currently expected
to be approximately $20,000,000. The project is subject to obtaining various
permits. This project will be financed from a combination of internally
generated funds and banking facilities.




                                      -9-
<PAGE>   12



         The Company's results for 1996 were adversely impacted by the
continued operating and productivity problems at the Pennsylvania plant. The
Company continues to take corrective action to address these problems.
Specifically, the Company has begun to implement certain projects to improve
the profitability of the plant. They include: an electric power costs reduction
program, an increase in capacity to produce manufactured sand, improvements in
product yields, eliminating bottlenecks between the primary crusher and the
secondary crushing plants, and improvements in work force productivity. The
Company also implemented price increases at the beginning of 1997. As the
management is working to restore the Pennsylvania facility to profitability, it
is also considering other alternatives to ensure that this plant does not
continue to impact adversely the Company's overall results.

ENVIRONMENTAL MATTERS

         The Company's operations are subject to various environmental laws and
regulations. In part in response to requirements of environmental regulatory
agencies, the Company incurred capital expenditures of approximately $200,000
in 1996. In the judgment of management, forecastable expenditure requirements
for the future are not of such dimension as to have a materially adverse effect
on the Company's financial condition, results of operations, liquidity or
competitive position. See "Business--Environmental Matters."


                                     -10-
<PAGE>   13



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>                                                                         <C>

 Report of Independent Auditors                                             F1

 Consolidated Financial Statements:
           Consolidated Balance Sheets as of December 31, 1996 and 1995     F2
           Consolidated Statements of Income for the years ended December
            31, 1996, 1995 and 1994                                         F4
           Consolidated Statements of Stockholders' Equity for the years
            ended December 31, 1996, 1995 and 1994                          F5
           Consolidated Statements of Cash Flows for the years ended
            December 31, 1996, 1995 and 1994                                F6
           Notes to Consolidated Financial Statements                       F7
</TABLE>





                                     -11-
<PAGE>   14


                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders

United States Lime & Minerals, Inc.

We have audited the consolidated balance sheets of United States Lime &
Minerals, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of United
States Lime & Minerals, Inc. and subsidiaries at December 31, 1996 and 1995,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

                               ERNST & YOUNG LLP

Dallas, Texas

January 24, 1997



                                     -F1-
<PAGE>   15

              UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                             (dollars in thousands)

<TABLE>
<CAPTION>

                                                              DECEMBER 31,
                                                          --------------------
                       ASSETS                   Notes       1996        1995
                                                -----     --------    --------
<S>                                              <C>    <C>            <C>
Current assets:
     Cash and cash equivalents                          $  1,000       1,161
     Trade receivables                             1       5,152       5,509
     Inventories                                   1       5,054       5,332
     Prepaid expenses and other assets                       434         234
                                                        --------    --------
        Total current assets                              11,640      12,236




Property, plant and equipment, at cost:
     Land                                                  2,338       2,280
     Buildings and building improvements                   2,073       2,057
     Machinery and equipment                              53,816      48,104
     Furniture and fixtures                                  753         724
     Automotive equipment                                    805         762
                                                        --------    --------
                                                          59,785      53,927
     Less accumulated depreciation                       (41,045)    (37,503)
                                                        --------    --------
        Net property, plant and equipment                 18,740      16,424


Other assets, net                               1, 4         939       1,133
                                                        --------    --------

        TOTAL ASSETS                                    $ 31,319      29,793
                                                        ========      ======
</TABLE>


          See accompanying notes to consolidated financial statements




                                     -F2-
<PAGE>   16
              UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (dollars in thousands)


<TABLE>
<CAPTION>

                                                                       DECEMBER 31,
                LIABILITIES AND                                   --------------------
              STOCKHOLDERS' EQUITY                          Notes   1996        1995
                                                            ----- --------    --------
<S>                                                          <C>  <C>            <C>
Current liabilities:
     Current installments of long-term debt                  2    $  1,143       1,143
     Accounts payable - trade                                        3,117       2,568
     Accrued expenses:
        Salaries and wages                                             238         383
        Insurance costs                                                228         436
        Other expenses                                               1,475       1,550
                                                                  --------    --------
        Total current liabilities                                    6,201       6,080

Long-term debt, excluding current installments               2       3,238       4,381
Other liabilities                                            4         714         583
                                                                  --------    --------
        TOTAL LIABILITIES                                           10,153      11,044


Commitments and contingencies                                6

Stockholders' equity:                                       2,5
     Preferred stock, $5 par value,
        Authorized 500,000 shares;  none issued                         --          --
     Common stock, $.10 par value, authorized
        15,000,000 shares;  issued 5,294,065 shares                    529         529
     Additional paid-in capital                                     15,311      15,848
     Retained earnings                                              19,888      17,844
     Less treasury stock at cost;  1,372,212 shares
        and 1,458,002 shares of common stock                       (14,562)    (15,472)
                                                                  --------    --------
        Total stockholders' equity                                  21,166      18,749
                                                                  --------    --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 31,319      29,793
                                                                  ========    ========
</TABLE>


          See accompanying notes to consolidated financial statements





                                     -F3-
<PAGE>   17
              UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                (dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                                   YEAR ENDED DECEMBER 31,
                                                                              --------------------------------
                                                              Notes             1996        1995        1994
                                                              -----           --------    --------    --------
<S>                                                            <C>            <C>           <C>         <C>
Revenues                                                                      $ 40,159      41,419      36,865
Cost of revenues:
     Labor and other operating expenses                                         28,684      27,679      26,017
     Depreciation, depletion and amortization                                    3,592       3,197       3,191
     Amortization of costs in excess of
        net assets acquired                                                         --          --         292
                                                                              --------    --------    --------
                                                                                32,276      30,876      29,500
                                                                              --------    --------    --------
        GROSS PROFIT                                                             7,883      10,543       7,365

Selling, general and administrative expenses                                     4,359       4,881       4,861
                                                                              --------    --------    --------
        OPERATING PROFIT                                                         3,524       5,662       2,504

Other deductions (income):
     Interest expense                                           2                  563         723         884
     Gains on sale of assets, net                                                  (21)       (127)       (436)
     Other, net                                                                   (234)       (216)       (132)
                                                                              --------    --------    --------
                                                                                   308         380         316
                                                                              --------    --------    --------

        INCOME BEFORE TAXES                                                      3,216       5,282       2,188

Income taxes                                                    3                  614       1,022         272
                                                                              --------    --------    --------

        NET INCOME                                                            $  2,602       4,260       1,916
                                                                              ========    ========    ========

INCOME PER SHARE OF COMMON STOCK                                              $   0.67        1.11        0.50
                                                                              ========    ========    ========
</TABLE>

          See accompanying notes to consolidated financial statements




                                     -F4-
<PAGE>   18

              UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                             (dollars in thousands)

                  Years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>

                                      Common Stock
                               ----------------------   Additional                               Amount
                                  Shares                 Paid-In      Retained     Treasury    Due From
                               Outstanding    Amount     Capital      Earnings      Stock         ESOP       Total
                               -----------  ---------   ---------    ---------    ---------    ---------    ---------
<S>                             <C>         <C>            <C>          <C>         <C>                        <C>
BALANCES AT JANUARY 1, 1994     3,836,063   $     529      15,848       12,022      (15,472)        (185)      12,742
      Reduction of amount due
          from ESOP  (Note 4)          --          --          --           --           --          185          185
      Adjustment to reflect
          minimum pension
          liability (Note 4)           --          --          --          (41)          --           --          (41)

      Net income                       --          --          --        1,916           --           --        1,916
                                ---------   ---------   ---------    ---------    ---------    ---------    ---------

BALANCES AT DECEMBER 31, 1994   3,836,063   $     529      15,848       13,897      (15,472)          --       14,802

      Common stock dividends           --          --          --         (286)          --           --         (286)

      Adjustment to reflect
          minimum pension
          liability (Note 4)           --          --          --          (27)          --           --          (27)

      Net income                       --          --          --        4,260           --           --        4,260
                                ---------   ---------   ---------    ---------    ---------    ---------    ---------

BALANCES AT DECEMBER 31, 1995   3,836,063   $     529      15,848       17,844      (15,472)          --       18,749

      Stock options exercised      85,790          --        (537)          --          910           --          373

      Common stock dividends           --          --          --         (389)          --           --         (389)

      Adjustment to reflect
          minimum pension
          liability (Note 4)           --          --          --         (169)          --           --         (169)

      Net income                       --          --          --        2,602           --           --        2,602

                                ---------   ---------   ---------    ---------    ---------    ---------    ---------
BALANCES AT DECEMBER 31, 1996   3,921,853   $     529      15,311       19,888      (14,562)          --       21,166
                                =========   =========   =========    =========    =========    =========    =========
</TABLE>



          See accompanying notes to consolidated financial statements





                                     -F5-
<PAGE>   19



              UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (dollars in thousands)

<TABLE>
<CAPTION>

                                                                                    YEAR ENDED DECEMBER 31,
                                                                                  -----------------------------
                                                                                    1996      1995        1994
                                                                                  -------    -------    -------
<S>                                                                               <C>          <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                   $ 2,602      4,260      1,916
     Adjustments to reconcile net income
       to net cash provided by operations:
        to net cash provided by operations:
            Depreciation, depletion and amortization                                3,757      3,354      3,661
            Gains on sale of assets, net                                              (21)      (127)      (436)
            Amortization of financing costs                                           101        139         74
            Changes in assets and liabilities:
                    (Increase) / decrease in trade receivables                        357        493     (1,031)
                    (Increase) / decrease in inventories                              278       (562)     1,747
                    (Increase) / decrease in prepaid expenses                        (200)        86        241
                    (Increase) / decrease in other assets                              93         34         55
                    Increase / (decrease) accounts payable and accrued expenses       121        408       (272)
                    Increase / (decrease) other liabilities                           (38)      (142)      (547)
                                                                                  -------    -------    -------
            Total adjustments                                                       4,448      3,683      3,492
                                                                                  -------    -------    -------
            Net cash provided by operations                                       $ 7,050      7,943      5,408
                                                                                  -------    -------    -------


CASH FLOWS FROM OPERATING ACTIVITIES:
     Purchase of property, plant and equipment                                    $(6,121)    (4,851)    (2,682)
     Proceeds from sales of property, plant and equipment                              69        176         95
                                                                                  -------    -------    -------
            Net cash used in investing activities                                 $(6,052)    (4,675)    (2,587)
                                                                                  =======    =======    =======


CASH FLOWS FROM OPERATING ACTIVITIES:
     Proceeds from exercise of stock options                                      $   373         --         --
     Payment of common stock dividends                                               (389)      (286)        --
     Proceeds from borrowings                                                         800      2,200      1,400
     Repayments of long-term debt                                                  (1,943)    (4,044)    (4,797)
     Amount due from ESOP, net of income taxes                                         --         --        185
                                                                                  -------    -------    -------
            Net cash used in financing activities                                 $(1,159)    (2,130)    (3,212)
                                                                                  -------    -------    -------
            Net increase (decrease) in cash and cash equivalents                     (161)     1,138       (391)
     Cash and cash equivalents at beginning of period                               1,161         23        414
                                                                                  -------    -------    -------
     Cash and cash equivalents at end of period                                   $ 1,000      1,161         23
                                                                                  =======    =======    =======
</TABLE>

                     See accompanying notes to consolidated
                             financial statements.





                                     -F6-
<PAGE>   20
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)

                 Years ended December 31, 1996, 1995 and 1994

(1)      Summary of Significant Accounting Policies

         (a)      Organization

                  The Company is a manufacturer of lime and limestone products
                  supplying primarily the steel, paper, agriculture, municipal
                  sanitation/water treatment and construction industries. The
                  Company is headquartered in Dallas, Texas and operates lime
                  and aggregate plants in Arkansas, Pennsylvania and Texas
                  through its wholly owned subsidiaries, Arkansas Lime Company,
                  Corson Lime Company and Texas Lime Company, respectively.

         (b)      Principles of Consolidation

                  The consolidated financial statements include the accounts of
                  the Company and all of its subsidiaries. All material
                  intercompany balances and transactions have been eliminated.

         (c)      Use of Estimates

                  The preparation of the financial statements in conformity
                  with generally accepted accounting principles requires
                  management to make estimates and assumptions that affect the
                  amounts reported in the financial statements and accompanying
                  notes. Actual results could differ from those estimates.

         (d)      Statements of Cash Flows

                  For purposes of reporting cash flows, the Company considers
                  all certificates of deposit and highly-liquid debt
                  instruments, such as U.S. treasury bills and notes, with
                  original maturities of three months or less to be cash
                  equivalents. Cash equivalents are carried at cost plus
                  accrued interest, which approximates fair market value.

                  Supplemental cash flow information is presented below:
<TABLE>
<CAPTION>
                                                                    1996   1995   1994
                                                                    ----   ----   ----
<S>                                                                 <C>     <C>    <C>
                       Cash paid during the period for:
                            Interest (net of amounts capitalized)   $450    597    811
                                                                    ====   ====   ====
                            Income taxes                            $902    789    261
                                                                    ====   ====   ====
</TABLE>

         (e)      Trade Receivables

                  Trade receivables are presented net of the related allowance
                  for doubtful accounts, which totaled $71 and $115 at December
                  31, 1996 and 1995, respectively.




                                     -F7-
<PAGE>   21
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)


         (f)      Inventories

                  Inventories are valued principally at the lower of cost or
                  market determined using the average cost method. Such costs
                  include materials, labor and production overhead.

                  A summary of inventories is as follows:
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                               ---------------
                                                                1996     1995
                                                               ------   ------
<S>                                                            <C>       <C>
                      Lime and limestone inventories:
                      Raw materials                            $  860    1,000
                      Finished goods                            2,190    2,436
                                                               ------   ------
                                                                3,050    3,436
                      Service parts inventories                 2,004    1,896
                                                               ------   ------
                                                               $5,054    5,332
                                                               ======   ======
</TABLE>


         (g)      Property, Plant and Equipment

                  Depreciation of property, plant and equipment is being
                  provided for by the straight-line and declining-balance
                  methods over estimated useful lives as follows:

                      Buildings and building improvements  3-40 years

                      Machinery and equipment              3-20 years

                      Furniture and fixtures               3-10 years

                      Automotive equipment                 3-8 years

                  Maintenance and repairs are charged to expense as incurred;
                  renewals and betterments are capitalized. When units of
                  property are retired or otherwise disposed of, their cost and
                  related accumulated depreciation are removed from the
                  accounts, and any resulting gain or loss is credited or
                  charged to income.

                  The Company reviews its long-term assets for impairment when
                  changes in circumstances indicate that the carrying amount of
                  an asset may not be recoverable. Impairment is measured as
                  the amount by which the carrying amount of the asset exceeds
                  the estimated fair value of the asset less disposal costs.

         (h)      Other Assets

                  Other assets consist of the following:
<TABLE>
<CAPTION>

                                                            DECEMBER 31,
                                                          ---------------
                                                           1996     1995
                                                          ------   ------

<S>                                                       <C>          <C>
                        Assets held for sale              $   33       33
                        Deferred stripping costs             717      783
                        Intangible asset, pension            138      165
                        Deferred financing costs              51      152
                                                          ------   ------
                                                          $  939    1,133
                                                          ======   ======
</TABLE>



                                     -F8-
<PAGE>   22
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)



                  It is the Company's policy to make available for sale assets
                  considered excess and no longer necessary for operations. The
                  carrying values of such assets are periodically reviewed and
                  adjusted downward to market, when appropriate.

                  Deferred stripping costs are amortized by the
                  unit-of-production method based on the estimated recoverable
                  reserves in the underlying area.

                  Deferred financing costs are expensed over the shorter of the
                  life of the debt or expected life of the loan using the
                  interest method.

         (i)      Environmental Expenditures

                  Environmental expenditures that relate to current operations
                  are expensed or capitalized as appropriate. Expenditures that
                  relate to an existing condition caused by past operations,
                  and which do not contribute to current or future revenue
                  generation, are expensed. Liabilities are recorded when
                  environmental assessments and/or remedial efforts are
                  probable, and the costs can be reasonably estimated.
                  Generally, the timing of these accruals will coincide with
                  completion of a feasibility study or the Company's commitment
                  to a formal plan of action.

         (j)      Stock Options

                  The Company has elected to follow Accounting Principles Board
                  Opinion No. 25, "Accounting for Stock Issued to Employees"
                  (APB 25) in accounting for its employee stock options. Under
                  APB 25, if the exercise price of an employee's stock options
                  equals or exceeds the market price of the underlying stock on
                  the date of grant, no compensation expense is recognized.

         (k)      Earnings Per Share of Common Stock

                  Earnings per share of common stock are based on the weighted
                  average number of shares outstanding during each year, which
                  amounted to 3,890,646 shares for the year ended December 31,
                  1996 and 3,836,063 shares for the years ended December 31,
                  1995 and 1994. The dilutive affect of outstanding stock
                  options was not significant during any of the periods
                  presented.

         (l)      Reclassifications

                  Certain previously reported amounts have been reclassified to
                  conform with the current presentation.


                                     -F9-
<PAGE>   23
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)



(2)      Long-Term Debt

         The Company has a financing agreement with a commercial bank. The
         agreement, as amended in November, 1996, provides for a five-year
         $8,000 term loan with monthly principal repayments of $95 maturing in
         October, 2000. The agreement also provides for a $6,000 revolving
         credit facility which matures in June, 1998. Both facilities are
         secured by substantially all of the Company's assets. Beginning in
         March, 1997, all borrowings under the agreement carry an interest rate
         of the bank's prime rate. In addition, the Company has the option to
         borrow at a LIBOR rate plus 2 1/2% for the term loan and LIBOR plus 2
         1/4% for the revolving credit facility. The terms of the agreement
         contain, among other provisions, requirements for maintaining defined
         levels of working capital, net worth, financial ratios and capital
         expenditure limitations. The covenants also restrict incurrence of
         debt, liens and lease obligations, mergers, and consolidation or
         acquisition of assets.

         As part of the same amended agreement, the Company has negotiated a
         $10,000 secured line of credit, which is available to finance capital
         expenditures. The term of any borrowings under this facility would
         match the assets financed, and the interest rate would be the same as
         for borrowings under the term loan portion of the Company's credit
         agreement. The Company has also arranged for a secured line of credit
         for purposes of acquisitions. This facility is for up to $10,000, and
         the interest rate would be the bank's prime rate. Both the capital
         expenditure and acquisition facilities are available, if not extended,
         through 1997 and are subject to approval by the bank.

         A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
                                                   December 31,
                                                ------------------
                                                  1996      1995
                                                -------    -------
<S>                                             <C>          <C>
         Term loan                              $ 4,381      5,524
         Revolving credit facility                   --         --
                                                -------    -------
         Subtotal                                 4,381      5,524
         Less current installments               (1,143)    (1,143)
                                                -------    -------
         Long-term debt, excluding
             current installments               $ 3,238      4,381
                                                =======    =======

</TABLE>


         Amounts payable on long-term debt in 1997 and thereafter are: 1997,
         $1,143; 1998, $1,143; 1999, $1,143; 2000, $952.

         The carrying amount of the Company's long-term debt approximates its
         fair values.



                                     -F10-
<PAGE>   24
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)

(3)      Income Taxes

         Income tax expense for the years ended December 31, 1996, 1995 and
         1994 was as follows:

<TABLE>
<CAPTION>
                                                                       1996    1995   1994
                                                                      -----   -----   -----
<S>                                                                   <C>       <C>     <C>
              Current - federal                                       $ 416     743     156
              Current - state and local                                 198     279     116
                                                                      -----     ---     ---
              Total income tax expense                                $ 614   1,022     272
                                                                      =====   =====     ===
</TABLE>

         A reconciliation of income taxes expense computed at the federal
         statutory rate to income taxes expense for the years ended December
         31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
                                                 1996                 1995                1994
                                        ---------------------  ------------------- --------------------
                                                    Percent               Percent            Percent
                                                   of pretax             of pretax          of pre-tax
                                          Amount     income     Amount    income    Amount    income
                                        --------- -----------  -------- ---------- --------- ----------
<S>                                      <C>        <C>        <C>        <C>        <C>       <C>
Income taxes computed
    at the federal statutory rate        $ 1,093    34.0%      1,796      34.0%      745       34.0%
Increase (reductions) in taxes
    resulting from:
       General business credits
         carryforwards                      (162)    (5.0)      (248)     (4.6)     (130)      (6.0)
       Excess of statutory
         depletion over cost depletion      (415)   (12.9)      (612)    (11.6)     (408)     (18.6)
       State income taxes, net
         of federal income tax
         benefit                             131     4.0         176       3.3        77        3.5
       Other                                 (33)   (1.0)        (90)     (1.7)      (12)      (0.1)
                                         -------    ----     -------      ----   -------       ----
Income tax expense                       $   614    19.1%      1,022      19.4%      272       12.4%
                                         =======    ====     =======      ====   =======       ====
</TABLE>


         At December 31, 1996, the Company had deferred tax liabilities of
         $555, deferred tax assets of $3,657 and a valuation allowance of
         $3,102. The principal temporary difference related to the deferred tax
         liabilities is depreciation ($555). The principal temporary
         differences related to the deferred tax assets were net operating loss
         (NOL) carryforwards ($109), general business credits ($357), certain
         financial statement accruals ($598) and alternative minimum tax credit
         carryforwards ($2,593).

         At December 31, 1995, the Company had deferred tax liabilities of
         $653, deferred tax assets of $4,188 and a valuation allowance of
         $3,535. The principal temporary difference related to the deferred tax
         liabilities is depreciation ($653). The principal temporary
         differences related to the deferred tax assets were net operating loss
         (NOL) carryforwards ($1,047), general business credits ($510), certain
         financial statement accruals ($656) and alternative minimum tax credit
         carryforwards ($1,975).



                                     -F11-
<PAGE>   25
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)



         The Company has NOL carryforwards for tax purposes of $287 which will,
         if unused, expire in 2008. General business credits of $357 are
         available to reduce the Company's federal income tax, which expire
         starting 1997 through 2001.

         Deferred tax assets have been reduced by a valuation allowance as
         realization of some portion of these future tax benefits is dependent
         on generating sufficient taxable income. Favorable resolution of these
         uncertainties would result in the reduction of the valuation
         allowance.

(4)      Employee Retirement Plans

         The Company has a noncontributory defined benefit pension plan
         covering substantially all union employees of its wholly-owned
         subsidiary, Corson Lime Company. Benefits for the Corson Lime Union
         Pension Plan (Corson Plan) are based on certain multiples of years of
         service. The Company's funding policy is to contribute annually not
         less than the minimum required nor more than the maximum amount that
         can be deducted for federal income tax purposes. Contributions are
         intended to provide not only for benefits attributed to service to
         date but also for those expected to be earned in the future. The
         Company funded pension costs of $162 for 1996, $127 for 1995 and $96
         for 1994.

         A summary of the funding status of the Corson Plan and the amounts
         recognized in the consolidated balance sheets are as follows:

<TABLE>
<CAPTION>
                                                                                                  DECEMBER 31,
                                                                                              ------------------
                                                                                                1996      1995
                                                                                              -------    -------
<S>                                                                                           <C>          <C>
          Actuarial present value of accumulated benefit obligation:
               Vested                                                                         $ 1,417      1,347
               Non-vested                                                                          13          6
                                                                                              -------    -------
          Total                                                                               $ 1,430      1,353
                                                                                              =======    =======
          Projected benefit obligation                                                        $(1,430)    (1,353)
          Plan assets at fair value, primarily listed securities and short-term investments       776        800
                                                                                              -------    -------
          Projected benefit obligation in excess of plan assets                                  (654)      (553)
          Unrecognized net loss from past experience different from that assumed                  426        252
          Unrecognized net obligation at transition, being recognized over 15 years                 8          9
          Prior service cost not yet recognized in net periodic pension cost                      131        156
          Adjustment to recognize minimum liability                                              (565)      (417)
                                                                                              -------    -------
          Liability recognized in the consolidated balance sheets                             $  (654)      (553)
                                                                                              =======    =======
</TABLE>





                                     -F12-
<PAGE>   26
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)



         A summary of the components of net periodic pension expense for the
         Corson Plan follows:

<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                                   --------------------------
                                                    1996      1995      1994
                                                   -----     -----     -----
<S>                                                  <C>       <C>        <C>
Service cost - benefits earned during the period   $  40        41        48
Interest cost on projected benefit obligation        108       100        95
Actual return on plan assets                         117       (32)      (30)
Net liability deferred for later recognition        (186)      (33)      (30)
Amortization of unrecognized net liability            11        10         5
Amortization of unrecognized prior service cost       25        23        23
                                                   -----     -----     -----
     Net periodic pension expense                  $ 115       109       112
                                                   =====     =====     =====

Significant assumptions used in determination of
  pension expense consist of the following:
     Discount rate                                     8%        8%        8%
     Long-term rate of return on plan assets           9%        9%        9%
</TABLE>


         The Company also has a contributory retirement (401(k)) savings plan
         for nonunion employees. The Company contributions to the plan were $61
         during 1996, $58 during 1995 and $23 during 1994. The Company has a
         contributory retirement (401(k)) savings plan for union employees of
         Texas Lime Company. The Company contributions to this plan were $14 in
         1996, $12 in 1995 and $11 in 1994.

         In December 1986, the Company purchased 1,550,000 shares of its
         outstanding common stock for $10.50 per share. Subsequent to that
         purchase, 200,000 shares (300,000 shares after stock split) were sold
         to the Employee Stock Ownership Plan (ESOP) for $8.20 per share. The
         Company obtained a note receivable from the ESOP for the purchase of
         the shares, which was classified as a reduction of stockholders'
         equity. As of December 1994, the Company had made all of the necessary
         contributions to the ESOP to repay all principal and interest due on
         the note.

         The ESOP covers substantially all full-time nonunion employees and is
         designed to invest primarily in the Company's common stock.
         Contributions to the ESOP are currently made at the option of the
         Company. The Company did not make a contribution during 1996 or 1995
         and contributed $205 during 1994.


                                     -F13-
<PAGE>   27
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)


(5)      Stock Option Plan

         The Company has a stock option plan under which options for shares of
         common stock may be granted to key employees. The options expire ten
         years from the date of grant and generally become exercisable after
         the expiration of one year from the grant date. As of December 31,
         1996, 35,000 shares are available for future grant under this plan.

         A summary of the Company's stock option activity and related
         information for the years ended December 31, 1996, 1995 and 1994, is
         as follows:
<TABLE>
<CAPTION>
                                                     1996                           1995                         1994
                                           -------------------------    ----------------------------   -------------------------
                                                            Weighted                        Weighted                   Weighted
                                                            Average                         Average                   Average
                                                            Exercise                        Exercise                  Exercise
                                            Options           Price         Options           Price     Options         Price
                                           -------------------------    -----------------------------  -------------------------
<S>                                        <C>             <C>              <C>               <C>       <C>             <C>
Outstanding at beginning of year           345,000          $ 6.52          215,000           4.77      235,000         4.75
    Granted                                     --              --          160,000           8.25       20,000         5.00
    Exercised                              (92,790)           4.80               --             --           --           --
    Forfeited                                   --              --          (30,000)          5.92      (40,000)        4.75
                                         ---------                         --------                     -------
Outstanding at end of year                 252,210            7.15          345,000           6.52      215,000         4.77
                                         =========                         ========                     =======
Exercisable at end of year                 252,210                          195,000           4.78      195,000         4.75
                                         =========                         ========                     =======

Weighted average fair value of
    options granted during the year      $      --                             2.15
                                         =========                         ========

Weighted average remaining
    contractual life in years                8.125
                                         =========
</TABLE>




                                    -F14-
<PAGE>   28
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)





         Statement of Financial Accounting Standards No. 123, "Accounting For
         Stock Based Compensation" (SFAS 123), requires the disclosure of pro
         forma net income and income per share of common stock information
         computed as if the Company had accounted for its employee stock
         options granted subsequent to December 31, 1994, under the fair value
         method set forth in SFAS 123. The fair value for these options was
         estimated at the date of grant using a Black-Scholes option pricing
         model with the following weighted average assumptions for the 1995
         grant: a risk-free interest rate of 6%; a dividend yield of 2%; and a
         volatility factor of .34. In addition, the fair value of these options
         was estimated based on an expected life of three years.

         The Black-Scholes options valuation model was developed for use in
         estimating the fair value of traded options which have no vesting
         restrictions and are fully transferable. In addition, option valuation
         models require the input of highly subjective assumptions including
         the expected stock price volatility. Because the Company's employee
         stock options have characteristics significantly different from those
         of traded options, and because changes in the subjective input
         assumptions can materially affect the fair value estimate, in
         management's opinion the existing models do not necessarily provide a
         reliable single measure of the fair value of its employee stock
         options. In addition, because SFAS 123 is applicable only to options
         granted subsequent to December 31, 1994, the pro forma information
         does not reflect the pro forma effect of all previous stock option
         grants of the Company, and thus the pro forma information is not
         necessarily indicative of future amounts until SFAS 123 is applied to
         all outstanding stock options.

         For purposes of pro forma disclosures, the estimated fair value of the
         options is amortized to expense over the options vesting period. The
         Company's pro forma information follows (in thousands, except per
         share amounts):
<TABLE>
<CAPTION>
                                                       1996          1995
                                                     --------      --------
                   <S>                               <C>              <C>
                   Pro forma net income              $  2,301         4,217
                   Pro forma earnings per share      $    .59          1.10
</TABLE>



(6)      Commitments and Contingencies

         The Company leases some of the equipment used in its operations.
         Generally, the leases are for periods varying from one to five years
         and are renewable at the option of the Company. Total rent expense was
         $75 for 1996, $232 for 1995 and $134 for 1994. As of December 31,
         1996, future minimum payments under non-cancelable operating leases
         are as follows: 1997, $77; 1998, $75; and 1999, $36.

         The Company is party to lawsuits and claims arising in the normal
         course of business, none of which, in the opinion of management, is
         expected to have a material adverse effect on the Company's financial
         condition, results of operation, liquidity or competitive position.




                                    -F15-
<PAGE>   29
                      UNITED STATES LIME & MINERALS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (dollars in thousands, except per share amounts)

(7)      Summary of Quarterly Financial Data  (unaudited)


<TABLE>
<CAPTION>

                                 March 31,         June 30,     September 30,   December 31,
                                   1996              1996           1996            1996
                                 ---------          ------          ------          -----
<S>                              <C>                <C>             <C>             <C>
Revenues                         $   8,523          11,583          10,452          9,601
                                 =========          ======          ======          =====
Gross profit                         1,810           3,063           1,890          1,120
                                 =========          ======          ======          =====
Net income                             503           1,471             571             57
                                 =========          ======          ======          =====
Net income per share of
     common stock                $     .13             .38             .15            .01
                                 =========          ======          ======          =====
</TABLE>

<TABLE>
<CAPTION>

                                 March 31,        June 30,      September 30,    December 31,
                                   1995             1995            1995            1995
                                 -------          -------         -------         -------
<S>                              <C>               <C>             <C>             <C>
Revenues                         $ 8,649           11,458          11,106          10,206
                                 =======          =======         =======         =======
Gross profit                       1,993            3,242           3,001           2,611
                                 =======          =======         =======         =======
Net income                           426            1,440           1,535             860
                                 =======          =======         =======         =======
Net income per share of
     common stock                $   .11              .38             .40             .22
                                 =======          =======         =======         =======
</TABLE>



                                    -F16-

<PAGE>   30

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

                                      NONE

                                    PART III

         The information required in response to Items 10, 11, 12 and 13 is
hereby incorporated by reference to the information under the captions
"Election of Directors", "Executive Officer of the Company Who Is Not Also a
Director", "Executive Compensation", "Voting Securities and Principal
Shareholder", and "Shareholdings of Company Directors and Executive Officers"
in the definitive Proxy Statement for the Company's 1997 Annual Meeting of
Shareholders. The Company anticipates that it will file the definitive Proxy
Statement with the Securities and Exchange Commission on or before April 30,
1997.

                                    PART IV

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

         (a) 1. The following financial statements are included in Item 8:

                Report of Independent Auditors

                Consolidated Financial Statements:

                Consolidated Balance Sheets as of December, 31, 1996 and 1995;

                   Consolidated  Statements  of Income for the years ended
                   December 31,  1996,  1995 and 1994;

                   Consolidated  Statements of  Stockholders'  Equity for the
                   years ended  December,  31, 1996, 1995 and 1994;

                   Consolidated  Statements of Cash Flows for the years ended
                   December 31, 1996, 1995 and 1994; and

                   Notes to Consolidated Financial Statements.

              2.   All financial statement schedules are omitted because they
                   are not applicable or the required information is presented
                   in the consolidated financial statements or the related
                   notes.



                                      -12-
<PAGE>   31


               3.   The following documents are filed with or incorporated by
                    reference into this Report:

                    3(a)     Articles of Amendment to the Articles of
                             Incorporation of Scottish Heritable, Inc. dated
                             January 25th, 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 0-4197).

                    3(b)     Restated Articles of Incorporation of the Company
                             (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
                             0-4197).

                    3(c)     Composite Copy of Bylaws of the Company, as
                             currently in effect (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 0-4197).

                    10(a)    United States Lime & Minerals, Inc. Employee Stock
                             Ownership Plan, as restated and amended effective
                             August 1, 1989 (incorporated by reference to
                             Exhibit 10 (b) to the Company's Annual Report on
                             form 10-K for the fiscal year ended December 31,
                             1995, File Number 0-4197).

                    10(b)    Amendment  No. Two to United States Lime &
                             Minerals,  Inc. Employee Stock Ownership
                             Plan effective August 1, 1996.

                    10(c)    United States Lime & Minerals, Inc. 401(k) Profit
                             Sharing Plan effective August 1, 1983 as amended
                             and restated effective January 1, 1997.

                    10(d)    Texas Lime Company Bargaining Unit 401(k) Plan
                             effective as of January 1, 1992 (incorporated by
                             reference to Exhibit 19(f) to the Company's
                             Quarterly Report on Form 10-Q for the quarter
                             ended June, 30, 1992, File Number 0-4197).

                    10(e)    Executive Retention Agreements dated as of June
                             10, 1992 between the Company and certain officers
                             of the Company (incorporated by reference to
                             Exhibit 19(b) to the Company's Quarterly Report on
                             Form 10-Q for the quarter ended June 30, 1992,
                             File Number 0-4197).

                    10(f)    Employment Agreements between the Company and
                             certain officers of the Company (incorporated by
                             reference to Exhibit 19(c) to the Company's
                             Quarterly Report on Form 10-Q for the quarter
                             ended June 30, 1992, File Number 0-4197).

                    10(g)    United States Lime & Minerals, Inc. 1992 Stock
                             Option Plan (incorporated by reference to Exhibit
                             A to the Company's definitive Proxy Statement for
                             its 1992 Annual Meeting of Shareholders held on
                             June 9, 1992, File Number 0-4197).

                    10(h)    Stock Purchase Agreement dated October 23,1986
                             between Rangaire Corporation and InterFirst Bank
                             Fort Worth, N.A. as trustee of the Rangaire
                             Corporation Employee Stock Ownership Trust
                             (incorporated by reference to Exhibit (c) (2) to
                             the Company's Tender Offer Statement on Schedule
                             13E-4 for a tender offer first published sent or
                             given to security holders on October 30, 1986,
                             File Number 0-4197).

                    10(i)    Employment Agreement dated as of September 27,
                             1993 between Scottish Heritable, Inc. and Robert
                             F. Kizer (incorporated by reference to Exhibit
                             10(a) to the Company's Quarterly Report on Form
                             10-Q for the quarter ended March 31, 1994, File
                             Number 0-4197).



                                      -13-
<PAGE>   32

                    10(j)    Employment Agreement dated November 27, 1993
                             between Scottish Heritable, Inc. and Robert K.
                             Murray (incorporated by reference to Exhibit 10(b)
                             to the Company's Quarterly Report on Form 10-Q for
                             the quarter ended March 31, 1994, File Number
                             0-4197).

                   10(k)     Separation Agreement effective as of December 19,
                             1996 between United States Lime & Minerals, Inc.
                             and Robert K. Murray.

                   10(l)     Loan and Security Agreement dated October 20, 1993
                             among Scottish Heritable, Inc. and subsidiaries
                             and CoreStates Bank, N.A.(incorporated by
                             reference to Exhibit 10(p) to the Company's
                             Quarterly Report on Form 10-Q for the quarter
                             ended September, 30, 1993, File Number 0-4197).

                    10(m)    Asset Purchase Agreement dated as of July 13, 1992
                             among Eastern Ridge Lime Company, L.P., Virginia
                             Lime Company, Eastern Ridge Lime, Inc., and
                             Scottish Heritable, Inc. (incorporated by
                             reference to Exhibit 2 to the Company's Current
                             Report on Form 8-K dated July 15, 1992, File
                             Number 0-4197).

                    10(n)    First Amendment to Term Note dated as of March 1,
                             1994, among United States Lime & Minerals, Inc.
                             and subsidiaries and CoreStates Bank, N.A.
                             (incorporated by reference to Exhibit 10(b) to the
                             Company's Quarterly Report on Form 10-Q for the
                             quarter ended March 31,1994, File Number 0-4197).

                    10(o)    Amendment No. 1 to Loan and Security Agreement
                             dated as of December 23, 1994, among United States
                             Lime & Minerals, Inc. and subsidiaries and
                             CoreStates Bank, N.A. (incorporated by reference
                             to Exhibit 10(y) to the Company's Annual Report on
                             Form 10-K for the fiscal year ended December 31,
                             1994, File number 0-4197).

                    10(p)    Amendment No. 2 to Loan and Security Agreement
                             dated as of April 28, 1995, among United States
                             Lime & Minerals, Inc. and subsidiaries and
                             CoreStates Bank, N.A. (incorporated by reference
                             to Exhibit 10(z) to the Company's Quarterly Report
                             on Form 10-Q for the quarter ended June 30, 1995,
                             File number 0-4197).

                    10(q)    Amendment No. 3 to Loan and Security Agreement
                             dated as of September 29, 1995, among United
                             States Lime & Minerals, Inc. and subsidiaries and
                             CoreStates Bank, N.A. (incorporated by reference
                             to Exhibit 10(aa) to the Company's Quarterly
                             Report on Form 10-Q for the quarter ended
                             September 30, 1995, File number 0-4197).

                    10(r)    Letter Agreement dated October 26, 1995, among
                             United States Lime & Minerals, Inc. and
                             subsidiaries and CoreStates Bank, N.A.

                    10(s)    Amendment No. 5 to Loan and Security Agreement
                             dated as of November 27, 1996, among United States
                             Lime & Minerals, Inc. and subsidiaries and
                             CoreStates Bank, N.A.

                    10(t)    Consulting Agreement dated April 18, 1996 between
                             United States Lime & Minerals, Inc. and Wallace G.
                             Irmscher.

                    11       Statement re computation of per share earnings.

                    21       Subsidiaries of the Company.

                    23       Consent of Independent Auditors.

                    27       Financial Data Schedule.


-------------
  Exhibits 10(a) through 10(g); 10(i) through 10(k); and 10(t) are management
           contracts or compensatory plans or arrangements required to be filed
           as exhibits.

  (b)      The Company did not file any Current Reports on Form 8-K during the
           fourth quarter of 1996.



                                      -14-
<PAGE>   33


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                           UNITED STATES LIME & MINERALS, INC.

Date:  March 28, 1997                      By:   /s/ Robert F. Kizer
                                                 ---------------------
                                                 Robert F. Kizer, President and
                                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<S>                                        <C>
Date:  March 28, 1997                      By:        /s/ Robert F. Kizer
                                                    ---------------------
                                                    Robert F. Kizer, President,
                                                    Chief Executive Officer, and Director
                                                    (Principal Executive Officer)

Date:  March 28, 1997                      By:        /s/ Timothy W. Byrne
                                                    ----------------------
                                                    Timothy W. Byrne, Senior Vice President
                                                    of Finance & Admin., Chief Financial Officer,
                                                    Treasurer, Secretary and Director
                                                    (Principal Financial Officer)

Date:  March 28, 1997                      By:        /s/ Larry T. Ohms
                                                    -------------------
                                                    Larry T. Ohms, Corporate Controller
                                                    and Assistant Treasurer
                                                    (Principal Accounting Officer)

Date:  March 28, 1997                      By:        /s/ Edward A. Odishaw
                                                    -----------------------
                                                    Edward A. Odishaw, Director and
                                                    Chairman of the Board

Date:  March 28, 1997                      By:        /s/ Antoine M. Doumet
                                                    -----------------------
                                                    Antoine M. Doumet, Director and
                                                    Vice Chairman of the Board

Date:  March 28, 1997                      By:        /s/ John J. Brown
                                                    -------------------
                                                    John J. Brown, Director

Date:  March 28, 1997                      By:        /s/ Wallace G. Irmscher
                                                    -------------------------
                                                    Wallace G. Irmscher,
                                                    Director

Date:  March 28, 1997                      By:        /s/ Robert J. Smith
                                                    ---------------------
                                                    Robert J. Smith, Director

</TABLE>


                                     -15-
<PAGE>   34

                      UNITED STATES LIME & MINERALS, INC.

                           Annual Report on Form 10-K
                               Index to Exhibits


         Certain exhibits to this annual report on Form 10-K have been
incorporated by reference. For the list of these exhibits see Item 14 hereof.

         The following exhibits are being filed herewith:

<TABLE>
<CAPTION>

EXHIBIT NO.                                    EXHIBIT
-----------                                    -------
   <S>                   <C>
   10(b)                 Amendment No. Two to United States Lime & Minerals,
                         Inc. Employee Stock Ownership Plan effective August
                         1, 1996.

   10(c)                 United States Lime & Minerals, Inc. 401(k) Profit
                         Sharing Plan effective August 1, 1983, as amended
                         and restated effective January 1, 1997.

   10(k)                 Separation Agreement effective as of December 19,
                         1996 between United States Lime & Minerals, Inc.
                         and Robert K. Murray.

   10(r)                 Letter Agreement dated October 26, 1995, among
                         United States Lime & Minerals, Inc. and
                         subsidiaries and CoreStates Bank, N.A.

   10(s)                 Amendment No. 5 to Loan and Security Agreement
                         dated as of November 27, 1996, among United States
                         Lime & Minerals, Inc. and subsidiaries and
                         CoreStates Bank, N.A.

   10(t)                 Consulting Agreement dated April 18, 1996 between
                         United States Lime & Minerals, Inc. and Wallace G.
                         Irmscher.

    11                   Statement re computation of per share earnings.

    21                   Subsidiaries of the Company.

    23                   Consent of Independent Auditors.

    27                   Financial Data Schedule.

</TABLE>