##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

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

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

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

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

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

The NASDAQ Stock Market LLC   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    Accelerated
    Filer o
    Accelerated
    Filer o
    Non-accelerated
    Filer o
    Smaller
    Reporting
    Company þ (Do not check if a smaller reporting company)  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF
    CONTENTS
  PagePART IITEM 1.

BUSINESS


1General


1Lime and Limestone Operations


1Business and Products


1Product Sales


1Order Backlog


2Seasonality


2Limestone Reserves


2Mining


3Plants and Facilities


3Employees


4Competition


4Impact of Environmental Laws


5Natural Gas Interests


6Interests


6Regulation


7Customers and Pricing


7Drilling Activity


7Production Activity


8Delivery Commitments


8Natural Gas Reserves


8Undeveloped Acreage


8Glossary of Certain Oil and Gas Terms


9ITEM 1A.

RISK FACTORS


10ITEM 1B.

UNRESOLVED STAFF COMMENTS


14ITEM 2.

PROPERTIES


14ITEM 3.

LEGAL PROCEEDINGS


14ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


14 i




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PagePART IIITEM 5.

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


14ITEM 6.

SELECTED FINANCIAL DATA


16ITEM 7.

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


16Forward-Looking Statements


16Overview


17Critical Accounting Policies


19Results of Operations


21Financial Condition


23New Accounting Pronouncements


26ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


27Commodity Price Risk


27Interest Rate Risk


27ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


28ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


54ITEM 9A(T).

CONTROLS AND PROCEDURES


54ITEM 9B.

OTHER INFORMATION


54PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


54ITEM 11.

EXECUTIVE COMPENSATION


55ITEM 12.

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


55ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


55ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


55PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


55SIGNATURES


58Amendment to Employment Agreement - Bill R. HughesSubsidiariesConsent of Independent Registered Public Accounting FirmConsent of Independent Petroleum EngineersRule 13a-14(a)/15d-14(a) Certification by Chief Executive OfficerRule 13a-14(d)/15d-14(a) Certification of Chief Financial OfficerSection 1350 Certification by Chief Executive OfficerSection 1350 Certification by Chief Financial Officer   ii




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




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Order Backlog.
  Seasonality.
  Limestone Reserves. 3
     2




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Mining.
    Plants and Facilities. and/or
         3




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Employees.
  Competition.
       4




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Impact of Environmental
    Laws.
       5




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Natural
    Gas Interests.  Interests.
 6




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Regulation.
    
    requiring permits for the drilling of wells;
    numerous federal and state safety requirements;
    environmental requirements;
    property taxes and severance taxes; and
    specific state and federal income tax provisions.  Customers and Pricing.
  Drilling Activity.
 7




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Production Activity.
  2007


2006Gross producing wellsO & G Lease


14



8Drillsite Agreement


2



0Total


16



8Natural gas production volume (BCF)


1.1



0.6Average sales price per MCF

$
8.16


$
7.61Total cost of revenues per MCF(1)

$
1.56


$
1.21     (1)
    
    Includes taxes other than income taxes.  Delivery Commitments.
  Natural Gas Reserves.
  2007


2006Developed


Undeveloped


Total


Developed


Undeveloped


TotalProved natural gas reserves (BCF)


9.7



8.3



18.0



5.4



2.5



7.9Future estimated net revenues

$
57,871


$
46,056


$
103,927


$
26,478


$
9,775


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

$
20,520


$
13,510


$
34,030


$
9,602


$
3,012


$
12,614(in thousands)     (1)
    
    This present value data should not be construed as
    representative of fair market value, since such data is based
    upon projected cash flows, which do not provide for escalation
    or reduction of natural gas prices or for escalation or
    reduction of expenses and capital costs.  Undeveloped Acreage.
 8




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Glossary of Certain Oil and Gas
    Terms.
  BCF
  Depletion
  Future estimated net revenues
  Formation
  MCF
  Operator
  Proved developed reserves
  Proved reserves
  and/or
      Proved undeveloped reserves
 9




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Royalty
  Severance tax
  Standardized measure of discounted future net cash
    flows
  Undeveloped acreage
  Working interest
  ITEM 1A.
    RISK
    FACTORS.  General.
  During
    the last few years, we have borrowed additional money to pay for
    our modernization and expansion projects in Texas and Arkansas,
    the acquisitions of U.S. Lime Company  St. Clair and
    the Delta, Colorado facilities and our expansion into the lime
    slurry business in Texas. Therefore, we have increased our total
    indebtedness compared to prior years.
     10




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Lime
    and Limestone Operations.
  In the
    normal course of our Lime and Limestone Operations, we face
    various business and financial risks that could have a material
    adverse effect on our financial position, results of operations,
    cash flows and competitive position. Not all risks are
    foreseeable or within our ability to control.
  and/or
    We
    incur environmental compliance costs, including capital,
    maintenance and operating costs with respect to pollution
    control facilities, the cost of ongoing monitoring programs, the
    cost of reclamation and remediation efforts and other similar
    costs and liabilities relating to our compliance with
    Environmental Laws, and we expect these costs and liabilities to
    continue to increase, including possible new costs, taxes and
    limitations on operations.
        In
    order to maintain our competitive position, we may need to
    continue to expand our operations and production capacity and to
    sell the resulting increased production at acceptable
    prices.
   11




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




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Our
    natural gas reserves are depleting assets, and our ability to
    replace them is limited to additional wells being drilled on the
    O & G Properties.
    Drilling
    activities on the O & G Properties may not be
    productive, which could have an adverse effect on our financial
    condition, results of operations and cash flows.
    
    Pressure or irregularities in formations;
    Equipment failures or accidents;
    Unexpected drilling conditions;
    Shortages or delays in the delivery of equipment; and
    Adverse weather conditions    A
    natural disaster, accident or catastrophe could damage
    pipelines, gathering systems and other facilities that service
    wells on the O & G Properties, which could
    substantially limit operations and adversely affect our
    financial condition, results of operations, and cash
    flows.
    The
    O & G Properties are geographically concentrated,
    which could cause net proceeds to be impacted by regional
    events.
      Governmental
    policies, laws and regulations could have an adverse impact on
    our business.
   13




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Environmental
    costs and liabilities and changing environmental regulation
    could adversely affect our financial condition and cash
    flows.
   ITEM 1B.  UNRESOLVED
    STAFF COMMENTS.   ITEM 2.  PROPERTIES.   ITEM 3.  LEGAL
    PROCEEDINGS.   ITEM 4.  SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II ITEM 5.  MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  ®
      2007


2006Low


High


Low


HighFirst Quarter

$
29.09


$
33.00


$
23.03


$
27.99Second Quarter

$
30.78


$
39.14


$
25.24


$
36.40Third Quarter

$
31.21


$
39.21


$
29.03


$
36.00Fourth Quarter

$
28.75


$
37.18


$
29.25


$
36.60  14




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PERFORMANCE
    GRAPH
    COMPARISON
    OF 5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG U.S. LIME & MINERALS, INC.,
    NASDAQ MARKET INDEX AND PEER GROUP INDEX
  
     2002


2003


2004


2005


2006


2007U.S. LIME & MINERALS, INC.



100.00




184.98




311.05




725.41




826.26




831.74PEER GROUP INDEX



100.00




156.91




203.48




290.26




359.69




401.56NASDAQ MARKET INDEX



100.00




150.36




163.00




166.58




183.68




201.91   ISSUER
    PURCHASES OF EQUITY SECURITIES
  and/or
 15




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ITEM 6.
    SELECTED
    FINANCIAL DATA.  Years Ended December 31,2007


2006


2005


2004


2003(Dollars in thousands, except per share amounts)Operating resultsLime and limestone revenues

$
116,569



114,113



81,085



71,231



57,432Natural gas revenues

$
8,667



4,577











Total revenues

$
125,236



118,690



81,085



71,231



57,432Gross profit

$
26,016



28,037



19,366



17,020



13,062Operating profit

$
18,372



21,024



13,844



11,980



8,574Income before income taxes and cumulative effect of change in
    accounting principle

$
14,339



18,140
(1)


9,772



7,713



4,804Net income

$
10,446



12,701
(1)


7,948



6,329



3,860Net income per share of common stock:Basic

$
1.66



2.06



1.34



1.08



0.67Diluted

$
1.65



2.02



1.31



1.07



0.67   As of December 31,2007


2006


2005


2004


2003Total assets

$
158,227



154,168



123,024
(2)


100,339



99,500Long-term debt, excluding current installments

$
54,037



59,641



51,667



41,390



47,886Stockholders equity per outstanding common share

$
12.94



11.67



9.66



8.25



7.22Cash dividends per common share

$
















0.05Employees


318



317



292



211



201     (1)
    
    The cumulative effect of change in accounting principle in 2006
    for certain stripping costs was $550, net of $190 income tax
    benefit.(2)
    
    Includes the assets of St. Clair acquired on December 28,
    2005.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION. FORWARD-LOOKING
    STATEMENTS.  and/or
 16




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OVERVIEW.



General.        Lime
    and Limestone Operations.
          up-to-date,
 17




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and/or
  and/or
          Natural
    Gas Interests.
   18




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CRITICAL
    ACCOUNTING POLICIES.      Accounts receivable.
  Revenue recognition.
  Stripping costs in the mining industry. units-of-production
  Successful-efforts method for Natural Gas
    Interests. units-of-production
  Natural gas reserve estimates.
 19




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Environmental costs.
  Contingencies.
  Derivatives.
  Stock-based compensation.
  Income taxes.
 20




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RESULTS
    OF OPERATIONS.    Year Ended December 31,2007


2006


2005Revenues


100.0
%


100.0
%


100.0
%Cost of revenuesLabor and other operating expenses


(69.2
)


(68.2
)


(66.4
)Depreciation, depletion and amortization


(10.0
)


(8.2
)


(9.7
)Gross profit


20.8



23.6



23.9Selling, general and administrative expenses


(6.1
)


(5.9
)


(6.9
)Operating profit


14.7



17.7



17.0Other (expense) income:Interest expense


(3.4
)


(2.6
)


(5.1
)Other, net


0.2



0.2



0.1Income tax expense


(3.1
)


(4.1
)


(2.2
)Net income before cumulative effect of change in accounting
    principle


8.4



11.2



9.8Cumulative effect of change in accounting principle, net of
    income tax benefit






(0.5
)


Net income


8.4
%


10.7
%


9.8
%   2007
    vs. 2006
           21




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2006
    vs. 2005
           22




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FINANCIAL
    CONDITION.  Capital Requirements.
  Liquidity and Capital Resources.
  Banking Facilities and Debt.
  12-year 12-year
 23




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24




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Capital Expenditures.
       25




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Contractual Obligations.
  Payments Due by PeriodMore thanContractual Obligations

Total


1 Year


2-3 Years


4-5 Years


5 YearsLong-term debt, including current installments

$
59,037



5,000



10,000



17,370



26,667Operating leases(1)

$
7,496



2,131



3,372



1,147



846Limestone mineral leases

$
1,046



73



106



106



761Purchase obligations(2)

$
3,111



3,111











Other liabilities(3)

$
1,139



137



505



202



295Total

$
71,829



10,452



13,983



18,825



28,569     (1)
    
    Represents operating leases for mobile equipment, railcars and
    corporate office space that are either noncancelable or subject
    to substantial penalty upon cancellation.(2)
    
    Approximately $2.5 million of these obligations are for the
    development of a quarry at our Arkansas facilities.(3)
    
    Does not include $134 thousand unfunded projected benefit
    obligation for a defined benefit pension plan. Future required
    contributions, if any, are subject to actuarial assumptions and
    future earnings on plan assets. See Note 6 of Notes to
    Consolidated Financial Statements.  Liquidity.
  Off-Balance Sheet Arrangements.
 NEW
    ACCOUNTING PRONOUNCEMENTS.  Fair Value Accounting. and/or
   26




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Defined Benefit Pension Accounting.
 ITEM 7A.QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. COMMODITY
    PRICE RISK.  mark-to-market
 INTEREST
    RATE RISK.   27




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


29Consolidated Financial Statements:Consolidated Balance Sheets as of
    December 31, 2007 and 2006


30Consolidated Statements of Income for the Years
    Ended December 31, 2007, 2006 and 2005


31Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2007, 2006 and
    2005


32Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006 and 2005


33Notes to Consolidated Financial Statements


34  28




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REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           04-6,
      29




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United
    States Lime & Minerals, Inc.
  Consolidated
    Balance Sheets
  December 31,2007


2006(Dollars in thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
1,079


$
285Trade receivables, net


13,210



13,002Inventories


9,887



8,576Prepaid expenses and other assets


1,155



913Total current assets


25,331



22,776Property, plant and equipment:Mineral reserves and land


10,595



10,523Proved natural gas properties, successful-efforts method


7,834



3,775Buildings and building and leasehold improvements


3,170



2,977Machinery and equipment


189,819



180,196Furniture and fixtures


1,227



1,194Automotive equipment


1,456



1,196214,101



199,861Less accumulated depreciation and depletion


(81,950
)


(69,967
)Property, plant and equipment, net


132,151



129,894Other assets, net


745



1,498Total assets

$
158,227


$
154,168LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current installments of debt

$
5,000


$
5,000Accounts payable


7,980



10,279Accrued expenses


3,485



3,460Total current liabilities


16,465



18,739Debt, excluding current installments


54,037



59,641Other liabilities


2,740



1,814Deferred tax liabilities, net


3,280



1,481Total liabilities


76,522



81,675Commitments and contingencies (Note 8)Stockholders equity:Preferred stock, $5.00 par value; authorized
    500,000 shares; none issued or outstanding






Common stock, $0.10 par value; authorized
    15,000,000 shares; 6,317,401 and 6,210,270 shares
    issued at December 31, 2007 and 2006, respectively


632



621Additional paid-in capital


14,200



13,510Accumulated other comprehensive (loss) income


(1,641
)


227Retained earnings


68,581



58,135Less treasury stock at cost, 1,982 and 0 shares at
    December 31, 2007 and 2006, respectively


(67
)


Total stockholders equity


81,705



72,493Total liabilities and stockholders equity

$
158,227


$
154,168    30




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Income
  Years Ended December 31,2007


2006


2005(Dollars in thousands,except per share amounts)RevenuesLime and limestone operations

$
116,569


$
114,113


$
81,085Natural gas interests


8,667



4,577



125,236



118,690



81,085Cost of revenues:Labor and other operating expensesLime and limestone operations


85,095



80,158



53,838Natural gas interests


1,661



725



Depreciation, depletion and amortization


12,464



9,770



7,88199,220



90,653



61,719Gross profit


26,016



28,037



19,366Selling, general and administrative expenses, including
    depreciation and amortization expense of $417, $374 and $321 in
    2007, 2006 and 2005, respectively


7,644



7,013



5,522Operating profit


18,372



21,024



13,844Other expense (income):Interest expense


4,287



3,106



4,173Other, net


(254
)


(222
)


(101
)4,033



2,884



4,072Income before income taxes and cumulative effect of change in
    accounting principle


14,339



18,140



9,772Income tax expense


3,893



4,889



1,824Income before cumulative effect of change in accounting
    principle


10,446



13,251



7,948Cumulative effect of change in accounting principle, net of $190
    income tax benefit






(550
)


Net income

$
10,446


$
12,701


$
7,948Net income per share of common stock:Basic before cumulative effect of change in accounting principle

$
1.67


$
2.15


$
1.34Cumulative effect of change in accounting principle






(0.09
)


$
1.67


$
2.06


$
1.34Diluted before cumulative effect of change in accounting
    principle

$
1.65


$
2.11


$
1.31Cumulative effect of change in accounting principle






(0.09
)


$
1.65


$
2.02


$
1.31    31




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United
    States Lime & Minerals, Inc.



Consolidated
    Statements of Stockholders Equity

Years Ended December 31, 2007, 2006 and 2005 AccumulatedCommon Stock


Additional


OtherShares





Paid-In


Comprehensive


Retained


TreasuryOutstanding


Amount


Capital


(Loss) Income


Earnings


Stock


Total(Dollars in thousands)Balances at January 1, 2005


5,845,338


$
584


$
10,516


$
(363
)

$
37,486






$
48,223Stock options exercised,including $125 tax benefit


137,829



14



551















565Warrants exercised


30,617



3



(3
)














Extinguishment of warrant shares repurchase obligation










1,337















1,337Net income


















7,948







7,948Minimum pension liability adjustment, net of $54 tax benefit














(89
)










(89
)Mark to market of interest rate hedge














237











237Comprehensive income














148



7,948







8,096Balances at December 31, 2005


6,013,784



601



12,401



(215
)


45,434







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


69,200



7



238















245Stock-based compensation










395















395Warrants exercised


127,286



13



476















489Net income


















12,701







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














43











43Mark to market of interest rate hedge














399











399Comprehensive income














442



12,701







13,143Balances at December 31, 2006


6,210,270



621



13,510



227



58,135







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


82,081



8



98















106Stock-based compensation


25,050



3



592















595Treasury shares purchased


(1,982
)


















(67
)


(67
)Net income


















10,446







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














22











22Mark to market of interest rate hedge














(1,890
)










(1,890
)Comprehensive (loss) income














(1,868
)


10,446







8,578Balances at December 31, 2007


6,315,419


$
632


$
14,200


$
(1,641
)

$
68,581


$
(67
)

$
81,705    32




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##### Table of Contents



United
    States Lime & Minerals, Inc.



Consolidated
    Statements of Cash Flows  Years Ended December 31,2007


2006


2005(Dollars in thousands)OPERATING ACTIVITIES:Net income

$
10,446


$
12,701


$
7,948Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation, depletion and amortization


12,881



10,144



8,202Amortization of financing costs


22



23



245Accretion of debt discount










110Accretion of repurchase liability  warrant shares










798Deferred income taxes (benefit)


1,799



1,771



(182
)Loss on sale of property, plant and equipment


41



45



61Stock-based compensation


595



395



Changes in operating assets and liabilities, net of the effects
    of acquisition of businesses:Trade receivables


(208
)


(1,642
)


(43
)Inventories


(1,311
)


(871
)


(1,238
)Prepaid expenses


(242
)


704



254Other assets


(51
)


192



(559
)Accounts payable and accrued expenses


865



2,274



915Tax benefit related to exercise of stock options










125Other liabilities


(364
)


140



522Net cash provided by operating activities


24,473



25,876



17,158INVESTING ACTIVITIES:Purchase of property, plant and equipment


(18,227
)


(35,552
)


(11,010
)Acquisitions of businesses






(1,856
)


(16,932
)Proceeds from sale of property, plant and equipment


56



17



429Net cash used in investing activities


(18,171
)


(37,391
)


(27,513
)FINANCING ACTIVITIES:(Repayments of ) proceeds from revolving credit facilities, net


(605
)


7,974



(7,825
)Proceeds from term loans






5,000



27,700Repayments of term loans


(5,000
)


(3,333
)


(1,875
)Repayment of subordinated debt










(7,000
)Proceeds from exercise of stock options and warrants


106



734



440Purchase of treasury shares


(67
)






Tax benefits related to exercise of stock options


58



113



Net cash (used in) provided by financing activities


(5,508
)


10,488



11,440Net increase (decrease) in cash and cash equivalents


794



(1,027
)


1,085Cash and cash equivalents at beginning of year


285



1,312



227Cash and cash equivalents at end of year

$
1,079


$
285


$
1,312    33




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##### Table of Contents



United
    States Lime & Minerals, Inc.Notes to Consolidated Financial Statements(Dollars in thousands, except per share amounts)
    Years Ended December 31, 2007, 2006 and 2005
  (1)
    Summary
    of Significant Accounting Policies  (a)
    Organization    (b)
    Principles
    of Consolidation    (c)
    Use
    of Estimates    (d)
    Statements
    of Cash Flows      Year Ended December 31,2007


2006


2005Cash paid during the year for:Interest, net of capitalized amounts

$
4,265


$
3,048


$
3,019Income taxes

$
3,893


$
2,933


$
852   (e)
    Revenue
    Recognition   34




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (f)
    Fair
    Values of Financial Instruments    (g)
    Concentration
    of Credit Risk and Trade Receivables      2007


2006Beginning balance

$
366


$
312Additions


7



83Write-offs


(23
)


(29
)Ending balance

$
350


$
366   (h)
    Inventories      December 31,2007


2006Lime and limestone inventories:Raw materials

$
3,978


$
3,183Finished goods


1,437



1,4105,415



4,593Service parts inventories


4,472



3,983$
9,887


$
8,576   (i)
    Property,
    Plant and Equipment   35




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##### Table of Contents



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


3 - 20 yearsMachinery and equipment


3 - 20 yearsFurniture and fixtures


3 - 10 yearsAutomotive equipment


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




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (l)
    Other
    Assets    December 31,2007


2006Intangible assets

$
573


$
736Deferred financing costs


172



183Interest rate hedges






579$
745


$
1,498         units-of-production No. 04-6).
  (m)
    Environmental
    Expenditures  and/or
   37




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (n)
    Income
    Per Share of Common Stock    Year Ended December 31,2007


2006


2005Net income for basic and diluted income per common share

$
10,446


$
12,701


$
7,948Weighted-average shares for basic income per common share


6,259,663



6,158,543



5,926,984Effect of dilutive securities:Warrants










28,358Restricted shares of stock


14,625







Employee stock options(1)


58,414



126,368



128,726Adjusted weighted-average shares and assumed exercises for
    diluted income per common share


6,332,702



6,284,911



6,084,068Basic net income per common share

$
1.67


$
2.06


$
1.34Diluted net income per common share

$
1.65



2.02


$
1.31     (1)
    
    Excludes 10,000, 8,000 and 2,500 employee stock options in
    2007, 2006 and 2005, respectively, because they were
    antidilutive.  (o)
    Stock-Based
    Compensation       38




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year EndedDecember 31,2005Net income as reported

$
7,948Pro forma stock-based employee and director compensation
    expense, net of income taxes, under the fair value method


(466
)Pro forma net income

$
7,482Basic net income per common share, as reported

$
1.34Diluted net income per common share, as reported

$
1.31Pro forma basic net income per common share

$
1.26Pro forma diluted net income per common share

$
1.23     (p)
    Derivative
    Instruments and Hedging Activities    (q)
    Income
    Taxes     39




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (r)
    Comprehensive
    (Loss) Income    (2)
    New
    Accounting Pronouncements  and/or
      (3)
    Banking
    Facilities and Other Debt    12-year
 40




---



##### Table of Contents



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




---



##### Table of Contents



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


December 31,2007


2006Term Loan

$
33,333


$
36,667Draw Term Loan


18,334



20,000Revolving Credit Facility


7,370



7,974Subtotal


59,037



64,641Less current installments


5,000



5,000Debt, excluding current installments

$
54,037


$
59,641  42




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##### Table of Contents



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

2008


2009


2010


2011


2012


Thereafter$59,037

$
5,000


$
5,000


$
5,000


$
5,000


$
12,370


$
26,667   (4)
    Accumulated
    Other Comprehensive (Loss) Income  mark-to-market
  (5)
    Income
    Taxes    2007


2006


2005Current income tax expense

$
2,087


$
3,066


$
1,952Deferred income tax expense (benefit)


1,806



1,823



(128
)Income tax expense

$
3,893


$
4,889


$
1,824     2007


2006


2005Percent of





Percent of





Percent ofpretax





pretax





pretaxAmount


income


Amount


income


Amount


incomeIncome taxes computed at the federal statutory rate

$
5,019



35.0
%

$
6,090



35.0
%

$
3,322



34.0
%(Reduction) increase in taxes resulting from:Statutory depletion in excess of cost depletion


(1,538
)


(10.7
)


(1,556
)


(8.9
)


(1,053
)


(10.8
)Income tax benefit on cumulative effect of change in accounting
    principle










190



1.4







Stock-based compensation










138



0.8







State income taxes, net of federal income tax benefit


309



2.1



117



0.7



92



1.0Recognition of previously reserved deferred tax assets










(97
)


(0.6
)


(1,002
)


(10.3
)Interest expense for warrant share put liability


















343



3.5Other


103



0.7



7



0.0



122



1.3Income tax expense

$
3,893



27.1
%

$
4,889



28.4
%

$
1,824



18.7
%    43




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##### Table of Contents



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


December 31,2007


2006Deferred tax liabilitiesLime and limestone property, plant & equipment

$
9,195


$
7,384Natural gas interests drilling costs & equipment


2,018



969Other


180



11411,393



8,467Deferred tax assetsAlternative minimum tax credit carryforwards


(7,356
)


(6,358
)Minimum pension liability


(190
)


(202
)Other


(567
)


(426
)(8,113
)


(6,986
)Deferred tax liabilities, net

$
3,280


$
1,481     (6)
    Employee
    Retirement Plans     44




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##### Table of Contents



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


2006Equity securities and funds


55.4
%


59.8
%Institutional bond funds


37.0



36.3Cash and cash equivalents


7.6



3.9100.0
%


100.0
%     2007


2006Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
1,757


$
1,815Interest cost


97



101Actuarial gain on plan assets


(10
)


(3
)Benefits paid


(115
)


(156
)Projected benefit obligation at end of year

$
1,729


$
1,757Change in plan assets:Fair value of plan assets at beginning of year

$
1,391


$
1,388Employer contribution


230



28Actual gain on plan assets


89



131Benefits paid


(115
)


(156
)Fair value of plan assets at end of year

$
1,595


$
1,391Underfunded status

$
(134
)

$
(366
)Accumulated benefit obligation

$
1,729


$
1,757     2007

2006Accrued benefit cost

$
134


$
366     2007


2006Discount rate


5.75
%


5.75
%Expected long-term return on plan assets


7.75
%


7.75
%     Year Ended December 31,2007


2006


2005Interest cost

$
97


$
101


$
102Expected return on plan assets


(114
)


(104
)


(114
)Amortization of net actuarial loss


50



53



44Net periodic benefit cost

$
33


$
50


$
32  45




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2013-2016.
    (7)
    Stock-Based
    Compensation             46




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##### Table of Contents



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








WeightedAverage


Aggregate





AverageExercise


Intrinsic


Restricted


Grant-DateOptions


Price


Value


Stock


Fair ValueOutstanding at December 31, 2006


234,117


$
14.62


$
4,298



7,500


$
30.15Granted


9,500



31.53







17,550



31.03Exercised (options); vested (restricted stock)


(104,544
)


8.53



2,868



(9,600
)


31.42Forfeited


(4,500
)


14.92











Outstanding (options); non-vested (restricted stock) at
    December 31, 2007


134,573


$
23.30


$
1,373



15,450


$
30.37Exercisable at December 31, 2007


109,963


$
19.86


$
1,153



n/a



n/a   2007


2006


2005Weighted average fair value ofOptions granted during the year

$
11.28


$
12.65


$
8.42Weighted average remaining contractual life in years


7.49



7.02



7.36Total value of stock options vested during the year

$
194


$
318


$
477Total intrinsic value of stock options exercised during the year

$
2,868


$
2,200


$
1,861Total fair value of restricted stock vested during the year

$
302







       Outstanding


ExercisableWeighted





WeightedWeighted Avg. Remaining





Avg.





Avg.Contractual Life (Yrs.)


Number of


Exercise


Number of


ExerciseRange of Exercise Prices

Outstanding


Exercisable


Shares


Price


Shares


Price$ 3.26 -  3.85


5.18



5.18



6,000


$
3.65



6,000


$
3.65$ 7.00 -  8.56


5.89



5.89



28,157


$
8.49



28,157


$
8.49$13.16 - 13.31


7.13



7.15



25,166


$
13.18



18,166


$
13.19$26.47 - 35.95


8.39



8.49



75,250


$
28.84



57,640


$
29.207.49



7.42



134,573


$
23.30



109,963


$
19.86    47




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (8)
    Commitments
    and Contingencies        (9)
    Business
    Segments   48




---



##### Table of Contents



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


2006RevenuesLime and limestone operations

$
116,569


$
114,113Natural gas interests


8,667



4,577Total revenues

$
125,236


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

$
11,522


$
9,443Natural gas interests


942



327Total depreciation, depletion and amortization

$
12,464


$
9,770Gross profitLime and limestone operations

$
19,952


$
24,512Natural gas interests


6,064



3,525Total gross profit

$
26,016


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

$
147,443


$
146,912Natural gas interests


8,087



3,990Unallocated corporate assets and cash items


2,697



3,266Total identifiable assets

$
158,227


$
154,168Capital expendituresLime and limestone operations

$
13,809


$
34,266Natural gas interests


4,418



3,142Total capital expenditures

$
18,227


$
37,408   (10)
    Acquisitions     49




---



##### Table of Contents



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

$
14,000Working capital adjustment


(821
)Transaction costs


323Total purchase price to be allocated

$
13,502     Current assets, including accounts receivable and inventories

$
3,259Property, plant and equipment


11,632Current liabilities, including accounts payable and accrued
    expenses


(771
)Reclamation liability (ARO)


(618
)Total purchase price allocated

$
13,502     (11)
    Supplementary
    Financial Information for Oil and Gas Producing
    Activities  Results
    of Operations from Oil and Gas Producing Activities
    2007


2006Results of OperationsRevenues

$
8,667


$
4,577Production and operating costs


1,661



725Depreciation and depletion


942



327Results of operations before income taxes


6,064



3,525Income tax expense


1,773



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

$
4,291


$
2,424Costs IncurredDevelopment costs incurred

$
4,039


$
3,422Exploration costs






Capitalized asset retirement costs

$
21


$
9Property acquisition costs






   50




---



##### Table of Contents



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


2006Capitalized Costs as of December 31,Natural gas properties  proved

$
7,813


$
3,774Less: accumulated depreciation and depletion


1,269



327Net capitalized costs for natural gas properties

$
6,544


$
3,447           Unaudited
    Summary of Changes in Proved Reserves
  Natural Gas


Natural Gas(BCF)


(BCF)2007


2006Proved reserves  beginning of year


7.9



Revisions of previous estimates


0.2



Extensions and discoveries


11.0



8.5Production


(1.1
)


(.6
)Proved reserves  end of year


18.0



7.9Proved developed reserves  end of year


9.7



5.4  51




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Unaudited
    Standardized Measure of Discounted Future Net Cash
    Flows
  2007


2006Future estimated gross revenues

$
137,848


$
51,018Future estimated production and development costs


(33,921
)


(14,765
)Future estimated net revenues


103,927



36,253Future estimated income tax expense


(30,320
)


(10,718
)Future estimated net cash flows


73,607



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


(39,577
)


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

$
34,030


$
12,614   Unaudited
    Changes in Standardized Measure of Discounted Future Net Cash
    Flows
  2007


2006Standardized measure  beginning of year

$
12,614


$
Net change in sales prices and production costs


5,584



Sales of natural gas produced, net of production costs


(5,649
)


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


31,590



18,445Future development costs


(4,373
)


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


600



Previously estimated development costs incurred


3,523



Net change in income taxes


(8,724
)


Accretion of discount


1,561



Timing of production of reserves and other


(2,696
)


Standardized measure  end of year

$
34,030


$
12,614   (12)
    Summary
    of Quarterly Financial Data (unaudited)  2007March 31,


June 30,


September 30,


December 31,RevenuesLime and limestone operations

$
27,607


$
29,822


$
31,074


$
28,066Natural gas interests


1,833



2,387



1,871



2,576$
29,440


$
32,209


$
32,945


$
30,642Gross profitLime and limestone operations

$
4,268


$
5,610


$
5,950


$
4,124Natural gas interests


1,354



1,583



1,321



1,806$
5,622


$
7,193


$
7,271


$
5,930Net income

$
2,059


$
3,167


$
3,182


$
2,038Basic income per common share

$
0.33


$
0.51


$
0.51


$
0.32Diluted income per common share

$
0.33


$
0.50


$
0.50


$
0.32   52




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2006March 31,


June 30,


September 30,


December 31,RevenuesLime and limestone operations

$
27,719


$
30,824


$
30,483


$
25,087Natural gas interests


578



1,110



1,225



1,664$
28,297


$
31,934


$
31,708


$
26,751Gross profitLime and limestone operations

$
5,892


$
7,571


$
6,990


$
4,059Natural gas interests


504



830



873



1,318$
6,396


$
8,401


$
7,863


$
5,377Net income

$
2,297
(1)

$
4,343


$
3,906


$
2,155Basic income per common share

$
0.38


$
0.70


$
0.63


$
0.35Diluted income per common share

$
0.37


$
0.69


$
0.63


$
0.34     (1)
    
    Net income for the quarter ended March 31, 2006 includes a
    $550 charge for cumulative effect of change in accounting
    principle, net of $190 income tax benefit. 53




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES.  Evaluation of disclosure controls and
    procedures.
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
          Changes in internal control over financial
    reporting.
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.   54




---



##### Table of Contents



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

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

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

Composite Copy of Bylaws of the Company dated as of
    December 31, 1991 (incorporated by reference to
    Exhibit 3(b) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1991, File
    Number 000-4197). 55




---



##### Table of Contents



10
.1

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

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

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

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

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

Amendment No. 1 dated as of February 1, 2008 to
    Employment Agreement dated as of October 11, 1989 between
    the Company and Bill R. Hughes.10
.4

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

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

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

Amendment No. 1 dated as of December 29, 2006 to
    Amended and Restated Employment Agreement dated as of
    May 2, 2003 between the Company and Timothy W. Byrne.
    (Incorporated by reference to Exhibit 10.7.2 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, File
    Number 000-4190).10
.6

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

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

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

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

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

Credit Agreement dated as of August 25, 2004 among United
    States Lime & Minerals, Inc., each Lender from time to time
    a party thereto, and Wells Fargo Bank, N.A., as Administrative
    Agent, Swing Line Lender and L/C Issuer (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    dated August 31, 2004, File
    Number 000-4197). 56




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##### Table of Contents



10
.12

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

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

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

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

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

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


Subsidiaries of the Company.23
.1

Consent of Independent Registered Public Accounting Firm.23
.2

Consent of Independent Petroleum Engineers.31
.1

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

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

Section 1350 Certification by Chief Executive Officer.32
.2

Section 1350 Certification by Chief Financial Officer.      57




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##### Table of Contents



SIGNATURES      By:
    /s/  Timothy
    W. Byrne         Date: March 13, 2008

By:

/s/  Timothy
    W. ByrneTimothy
    W. Byrne, President, Chief Executive Officer, and Director
    (Principal Executive Officer)Date: March 13, 2008

By:

/s/  M.
    Michael OwensM.
    Michael Owens, Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)Date: March 13, 2008

By:

/s/  Edward
    A. OdishawEdward
    A. Odishaw, DirectorDate: March 13, 2008

By:

/s/  Antoine
    M. DoumetAntoine
    M. Doumet, Director and Chairman of the BoardDate: March 13, 2008

By:

/s/  Wallace
    G. IrmscherWallace
    G. Irmscher, DirectorDate: March 13, 2008

By:

/s/  Richard
    W. CardinRichard
    W. Cardin, Director  58