##### 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, 2006ORo

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

75240(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 RegisteredCommon Stock, $0.001 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. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### Table of Contents



TABLE OF
    CONTENTS
  
  PagePART I


1ITEM 1.


BUSINESS


1General


1Lime and Limestone
    Operations


1Business and
    Products


1Product
    Sales


1Order
    Backlog


2Seasonality


2Limestone
    Reserves


2Mining


2Plants and
    Facilities


3Employees


4Competition


4Impact of
    Environmental Laws and Liabilities


4Natural Gas
    Interests


5Interests


5Regulation


5Customers and
    Pricing


6Drilling
    Activity


62006
    Production


6Present
    Activity


7Delivery
    Commitments


7Natural Gas
    Reserves


7Undeveloped
    Acreage


7Glossary of Certain
    Oil and Gas Terms


7ITEM 1A.


RISK
    FACTORS


9ITEM 1B.


UNRESOLVED STAFF
    COMMENTS


12ITEM 2.


PROPERTIES


12ITEM 3.


LEGAL
    PROCEEDINGS


12ITEM 4.


SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


13PART II


13ITEM 5.


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


13ITEM 6.


SELECTED FINANCIAL
    DATA


15ITEM 7.


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


15Forward Looking
    Statements


15Overview


16Critical Accounting
    Policies


18Results of
    Operations


20Financial
    Condition


22New Accounting
    Pronouncements


27 ii




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PageITEM 7A.


QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


28ITEM 8.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


29ITEM 9.


CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


56ITEM 9A.


CONTROLS AND
    PROCEDURES


56ITEM 9B.


OTHER
    INFORMATION


56PART III


56ITEM 10.


DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


56ITEM 11.


EXECUTIVE
    COMPENSATION


56ITEM 12.


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


56ITEM 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


56ITEM 14.


PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


56PART IV


57ITEM 15.


EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


57SIGNATURES


61Form of Stock Option Grant AgreementForm of Restricted Stock Grant AgreementAmendment No. 1 to Amended and Restated Employment AgreementSubsidiariesConsent of Independent Registered Public Accounting FirmConsent of Independent Registered Public Accounting FirmConsent of Independent Petroleum EngineersRule 13a-14(a)/15d-14(a) Certification by CEORule 13a-14(a)/15d-14(a) Certification by CFOSection 1350 Certification by CEOSection 1350 Certification by CFO   iii




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##### Table of Contents



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




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Order Backlog.
  Seasonality.
  Limestone Reserves.
         2




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Mining.
    Plants and Facilities. and/or
             3




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Employees.
  Competition.
        Impact of Environmental Laws and
    Liabilities. and/or
   4




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2 2 2 2 2
     5




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Natural
    Gas Interests



Interests.  The Company,
    through its wholly owned subsidiary, U.S. Lime
    Company  O & G, LLC (U.S. Lime
    O & G), has a 20% royalty interest and a 20%
    working interest, resulting in a 36% interest in revenues, with
    respect to oil and gas rights on the Companys
    approximately 3,800 acres of land located in Johnson
    County, Texas, in the Barnett Shale Formation. These interests
    are derived from the Companys May 2004 oil and gas lease
    agreement (the O & G Lease) with EOG
    Resources, Inc. (EOG) with respect to oil and gas
    rights on its Cleburne, Texas property, that will continue so
    long as EOG is continuously developing the leased property as
    set forth in the Lease. Pursuant to the lease, the Company
    received lease bonus payments totaling $1.3 million, which
    were reflected in other income for 2004. During the fourth
    quarter 2005, drilling of the first natural gas well under the
    O & G Lease was completed, and natural gas production
    began in February 2006. As a result, the Company began reporting
    revenues and gross profit for natural gas production from its
    Natural Gas Interests in the first quarter 2006.



In November 2006, through O & G, the Company entered
    into a drillsite and production facility lease agreement and
    subsurface easement (the Drillsite Agreement) with
    XTO Energy, Inc., which has an oil and gas lease covering
    approximately 538 acres of land contiguous to the
    Companys Johnson County, Texas property. Pursuant to the
    Drillsite Agreement, the Company received a 3% royalty interest
    and a 12.5% working interest in any wells drilled from two pad
    sites located on the Companys property.



U.S. Lime O & G has no direct employees and is not
    the operator of any wells drilled, or to be drilled, on the
    properties subject to either the O & G Lease or the
    Drillsite Agreement (the O & G Properties).
    The only decision the Company makes is whether to participate as
    a nonoperating working interest owner and pay its proportionate
    share of drilling, completing and operating a well.



Regulation.  Many aspects of
    the production, pricing and marketing of natural gas are
    regulated by federal and state agencies. Legislation affecting
    the natural gas industry is under constant review for amendment
    or expansion, which frequently increases the regulatory burden
    on affected members of the industry.



Exploration and production operations are subject to various
    types of regulation at the federal, state and local levels which
    may impact our working and royalty interests. Such regulation
    includes: 
    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.
  2006 Production.
 6




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Present Activity.
  Delivery Commitments.
  Natural Gas Reserves. PV-10
  Developed


Undeveloped


TotalProved natural gas reserves
    (thousands of MCF)


5,409



2,462



7,871Future net revenues (in thousands)

$
26,478


$
9,775


$
36,253SEC
    PV-10(1) (in
    thousands)

$
13,632


$
4,276


$
17,908     (1)
    
    This present value data should not be construed as
    representative of the fair market value, since such data is
    based upon projected cash flows which do not provide for
    escalation or reduction of natural gas prices nor for escalation
    or reduction of expenses and capital costs and is before income
    taxes.  Undeveloped Acreage. s
  Glossary of Certain Oil and Gas
    Terms.
  Depletion
  Future Estimated Net Revenues
  Formation
  MCF
  Operator
 7




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Proved developed reserves
  Proved reserves
  and/or
      Proved undeveloped reserves
  Royalty
  SEC
    PV-10
  Severance tax
  Standardized measure of discounted future net cash
    flows PV-10
 8




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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, our expansion into the
    lime slurry business and the acquisitions of St. Clair and the
    Delta, Colorado facilities. Therefore, we have increased our
    total indebtedness compared to prior years.
      Lime
    and Limestone Operations
  In the
    normal course of our business 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
   9




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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.
    2 2 2 2
    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.
    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; 10




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
    weather conditions;
    domestic and foreign governmental regulations and taxes; and
    the overall economic environment.    We do
    not control operations and development of the O & G
    Properties, which could impact our natural gas
    interests.
      Income
    is affected by production and other costs, some of which are
    outside of our control.
    Our
    natural gas reserves are depleting assets, and our ability to
    replace them is limited to development of the remaining
    undeveloped acreage subject to the O & G Lease or the
    Drillsite Agreement.
    Drilling
    activities on the O & G Properties may not be
    productive, which could have an adverse effect on future results
    of operations, financial condition 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   11




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A
    natural disaster or catastrophe could damage pipelines,
    gathering systems and other facilities that service wells on the
    O & G Properties, which could substantially limit our
    operations and adversely affect our financial condition 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.
    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.   12




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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.  ®
      2006


2005Market Price


Market PriceLow


High


Low


HighFirst Quarter

$
23.03


$
27.99


$
10.15


$
19.49Second Quarter

$
25.24


$
36.40


$
11.91


$
19.32Third Quarter

$
29.03


$
36.00


$
15.56


$
35.97Fourth Quarter

$
29.25


$
36.60


$
23.00


$
35.35  13




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PERFORMANCE
    GRAPH
    COMPARE
    5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG U.S. LIME & MINERALS, INC.,
    NASDAQ MARKET INDEX AND PEER GROUP INDEX
  
   ASSUMES $100
    INVESTED ON JAN. 1, 2002
    ASSUMES DIVIDEND REINVESTED
    FISCAL YEAR ENDING DEC. 31, 2006
  2001


2002


2003


2004


2005


2006U.S. LIME &
    MINERALS, INC.


$
100.00




66.93




123.81




208.19




485.53




553.03PEER GROUP INDEX


$
100.00




81.75




115.46




149.58




197.42




241.05NASDAQ MARKET INDEX


$
100.00




69.75




104.88




113.70




116.19




128.12  14




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ITEM 6.  SELECTED FINANCIAL
    DATA.  Years Ended December 31,2006


2005


2004


2003


2002(Dollars in thousands, except per share amounts)Operating resultsLime and Limestone Revenues

$
114,113



81,085



71,231



57,432



49,976Natural Gas Revenues


4,577















Total Revenues

$
118,690



81,085



71,231



57,432



49,976Gross profit

$
28,037



19,366



17,020



13,062



9,508Operating profit

$
21,024



13,844



11,980



8,574



5,539Income before taxes and cumulative
    effect of change in accounting principle

$
18,140
(1)


9,772



7,713



4,804



671Net income

$
12,701
(1)


7,948



6,329



3,860



636Net income per share of common
    stock:Basic

$
2.06



1.34



1.08



0.67



0.11Diluted

$
2.02



1.31



1.07



0.67



0.11   As of December 31,2006


2005


2004


2003


2002Total assets

$
154,168



123,024
(2)


100,339



99,500



84,519Long-term debt, excluding current
    installments

$
59,641



51,667



41,390



47,886



37,500Stockholders equity per
    outstanding common share

$
11.67



9.66



8.25



7.22



6.60Cash dividends per common share

$












0.05



0.10Employees


317



292



211



201



198     (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
    OPERATIONS. FORWARD-LOOKING
    STATEMENTS.   15




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OVERVIEW.  General.
        Lime
    and Limestone
    Operations.
         16




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up-to-date, and/or
  and/or
         17




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Natural
    Gas
    Interests.
    and/or
     CRITICAL
    ACCOUNTING
    POLICIES.      Accounts receivable.
  Revenue recognition.
  Successful-Efforts Method used for Natural Gas
    Interests.
 18




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units-of-production
  Reserve Estimates.
  Long-lived assets.
  Deferred tax assets.
  Environmental costs.
  Contingencies.
  Derivatives. mark-to-market
  Warrant share put liability.
 19




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Pension plan.
 RESULTS
    OF
    OPERATIONS.    Year Ended December 31,2006


2005


2004Revenues


100.0
%


100.0
%


100.0
%Cost of revenuesLabor and other operating expenses


(68.2
)


(66.4
)


(65.7
)Depreciation, depletion and
    amortization


(8.2
)


(9.7
)


(10.4
)Gross profit


23.6



23.9



23.9Selling, general and
    administrative expenses


(5.9
)


(6.9
)


(7.1
)Operating profit


17.7



17.0



16.8Other (expense) income:Interest expense


(2.6
)


(5.1
)


(7.9
)Other, net


0.2



0.1



1.9Income tax expense


(4.1
)


(2.2
)


(1.9
)Net income before cumulative
    effect of change in accounting principle


11.2



9.8



8.9Cumulative effect of change in
    accounting principle, net of income tax benefit


(0.5
)






Net income


10.7
%


9.8
%


8.9
%   2006
    vs. 2005
     20




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2005
    vs. 2004
     21




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mark-to-market
       FINANCIAL
    CONDITION.  Capital Requirements.
  Liquidity and Capital Resources.
 22




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Banking Facilities and Debt.
  12-year 12-year
        12-year
 23




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24




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Capital Expenditures.
  out-of-state
      and/or
   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

$
64,641



5,000



10,000



17,974



31,667Operating Leases(1)

$
4,012



1,692



854



472



994Limestone Mineral Leases

$
1,118



73



125



105



815Purchase Obligations(2)

$
5,987



5,987











Other Liabilities(3)

$
1,165



237



308



144



476Total

$
76,923



12,989



11,287



18,695



33,952     (1)
    
    Includes approximately $3.7 million for operating leases
    for mobile equipment, railcars and corporate office lease that
    are either noncancelable or subject to substantial penalty upon
    cancellation.(2)
    
    Approximately $3.7 million of these obligations are
    recorded on the Consolidated Balance Sheet at December 31,
    2006 in current liabilities, including construction costs for
    the third kiln project at our Arkansas plant ($2.9 million)
    and drilling costs for natural gas wells ($534 thousand). Also
    included is the approximate amount of open equipment and
    construction orders for the third kiln project
    ($2.1 million).(3)
    
    Does not include $366 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.
 26




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NEW
    ACCOUNTING
    PRONOUNCEMENTS.  Stock-Based Compensation.
    Stripping Costs in the Mining Industry. No. 04-6). units-of-production
  Fair Value Accounting. and/or
      Defined Benefit Pension Accounting.
 27




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Income taxes.
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK.  COMMODITY
    PRICE RISK.
  mark-to-market
  INTEREST
    RATE
    RISK.
   28




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


30Consolidated Financial Statements:Consolidated
    Balance Sheets as of December 31, 2006 and 2005


32Consolidated
    Statements of Income for the Years Ended December 31, 2006,
    2005 and 2004


33Consolidated
    Statements of Stockholders Equity for the Years Ended
    December 31, 2006, 2005 and 2004


34Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005 and 2004


35Notes to
    Consolidated Financial Statements


36  29




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REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           04-6,
  
     30




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REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               31




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United
    States Lime & Minerals, Inc.
  Consolidated
    Balance Sheets
  December 31,2006


2005(Dollars in thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
285


$
1,312Trade receivables, net


13,002



11,360Inventories


8,576



7,705Prepaid expenses and other assets


913



1,617Total current assets


22,776



21,994Property, plant and equipment:Mineral reserves and land


10,523



10,367Natural gas properties


3,775



353Buildings and building and
    leasehold improvements


2,977



2,527Machinery and equipment


180,196



144,641Furniture and fixtures


1,194



1,192Automotive equipment


1,196



881199,861



159,961Less accumulated depreciation


(69,967
)


(60,660
)Property, plant and equipment, net


129,894



99,301Deferred tax assets, net






290Other assets, net


1,498



1,439Total assets

$
154,168


$
123,024LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Current installments of debt

$
5,000


$
3,333Accounts payable


10,279



4,522Accrued expenses


3,460



3,600Total current liabilities


18,739



11,455Debt, excluding current
    installments


59,641



51,667Other liabilities


1,814



1,681Deferred tax liabilities, net


1,481



Total liabilities


81,675



64,803Commitments and contingenciesStockholders equity:Preferred stock, $5.00 par
    value; authorized 500,000 shares; none issued or outstanding






Common stock, $0.10 par
    value; authorized 15,000,000 shares; 6,210,270 and
    6,013,784 shares issued and outstanding at
    December 31, 2006 and 2005, respectively


621



601Additional paid-in capital


13,510



12,401Accumulated other comprehensive
    income (loss)


227



(215
)Retained earnings


58,135



45,434Total stockholders equity


72,493



58,221Total liabilities and
    stockholders equity

$
154,168


$
123,024    32




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Income
  Years Ended December 31,2006


2005


2004(Dollars in thousands,except per share amounts)RevenuesLime and limestone operations

$
114,113


$
81,085


$
71,231Natural gas interests


4,577







118,690



81,085



71,231Cost of revenues:Labor and other operating expensesLime and limestone operations


80,158



53,838



46,788Natural gas interests


725







Depreciation, depletion and
    amortization


9,770



7,881



7,42390,653



61,719



54,211Gross profit


28,037



19,366



17,020Selling, general and
    administrative expenses, including depreciation and amortization
    expense of $374, $321 and $274 in 2006, 2005 and 2004,
    respectively


7,013



5,522



5,040Operating profit


21,024



13,844



11,980Other (income) expense:Interest expense


3,106



4,173



5,630Other, net


(222
)


(101
)


(1,363
)2,884



4,072



4,267Income before income taxes and
    cumulative effect of change in accounting principle


18,140



9,772



7,713Income tax expense


4,889



1,824



1,384Net income before cumulative
    effect of change in accounting principle


13,251



7,948



6,329Cumulative effect of change in
    accounting principle, net of $190 income tax benefit


(550
)






Net income

$
12,701


$
7,948


$
6,329Net income per share of common
    stock:Basic before cumulative effect of
    change in accounting principle

$
2.15


$
1.34


$
1.08Cumulative effect of change in
    accounting principle


(0.09
)






$
2.06


$
1.34


$
1.08Diluted before cumulative effect
    of change in accounting principle

$
2.11


$
1.31


$
1.07Cumulative effect of change in
    accounting principle


(0.09
)






$
2.02


$
1.31


$
1.07    33




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Stockholders Equity
 Years
    Ended December 31, 2006, 2005 and 2004
  AccumulatedCommon Stock


Additional


OtherShares





Paid-In


Comprehensive


RetainedOutstanding


Amount


Capital


Income (Loss)


Earnings


Total(Dollars in thousands)Balances at January 1,
    2004


5,815,596


$
582


$
10,458


$
(237
)

$
31,157


$
41,960Stock options exercised


29,742



2



58











60Net income


















6,329



6,329Minimum pension liability
    adjustment, net of $43 tax benefit














(69
)






(69
)Mark to market of interest rate
    hedge














(57
)






(57
)Comprehensive income






















6,203Balances at December 31,
    2004


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






















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






















13,143Balances at December 31,
    2006


6,210,270


$
621


$
13,510


$
227


$
58,135


$
72,493    34




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Cash Flows
  Years Ended December 31,2006


2005


2004(Dollars in thousands)OPERATING ACTIVITIES:Net income

$
12,701


$
7,948


$
6,329Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation, depletion and
    amortization


10,144



8,202



7,697Amortization of financing costs


23



245



1,101Accretion of debt discount






110



171Accretion of repurchase
    liability  warrant shares






798



210Deferred income taxes (benefit)


1,771



(182
)


1,832Loss on sale of property, plant
    and equipment


45



61



148Stock based compensation


395







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


(1,642
)


(43
)


(2,507
)Inventories


(871
)


(1,238
)


(377
)Prepaid expenses


704



254



(275
)Other assets


192



(559
)


(49
)Accounts payable and accrued
    expenses


2,274



915



1,549Tax benefit related to exercise of
    stock options






125



Other liabilities


140



522



(719
)Net cash provided by operating
    activities


25,876



17,158



15,110INVESTING ACTIVITIES:Purchase of property, plant and
    equipment


(35,552
)


(11,010
)


(13,608
)Acquisitions of businesses


(1,856
)


(16,932
)


Proceeds from sale of property,
    plant and equipment


17



429



60Net cash used in investing
    activities


(37,391
)


(27,513
)


(13,548
)FINANCING ACTIVITIES:Proceeds from (repayments of )
    revolving credit facilities, net


7,974



(7,825
)


7,825Proceeds from term loans, net of
    $270 issuance costs in 2004


5,000



27,700



29,730Repayments of term loans


(3,333
)


(1,875
)


(38,325
)Repayment of subordinated debt






(7,000
)


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


734



440



60Tax benefit related to exercise of
    stock options


113







Net cash provided by (used in)
    financing activities


10,488



11,440



(7,710
)Net (decrease) increase in cash
    and cash equivalents


(1,027
)


1,085



(6,148
)Cash and cash equivalents at
    beginning of year


1,312



227



6,375Cash and cash equivalents at end
    of year

$
285


$
1,312


$
227    35




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes
    to Consolidated Financial Statements
 (Dollars in thousands, except per share amounts)
 Years Ended December 31, 2006, 2005 and 2004
  (1)
    Summary
    of Significant Accounting Policies  (a)
    Organization    (b)
    Principles
    of Consolidation    (c)
    Use
    of Estimates    (d)
    Statements
    of Cash Flows      Year Ended December 31,2006


2005


2004Cash paid during the year for:Interest

$
3,937


$
3,020


$
4,593Income taxes

$
2,933


$
852


$
165   (e)
    Revenue
    Recognition   36




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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      2006


2005Beginning balance

$
312


$
310Additions


83



59Write-offs


(29
)


(57
)Ending balance

$
366


$
312   (h)
    Inventories      December 31,2006


2005Lime and limestone inventories:Raw materials

$
3,183


$
3,177Finished goods


1,410



1,3314,593



4,508Service parts inventories


3,983



3,197$
8,576


$
7,705   (i)
    Property,
    Plant and Equipment   37




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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     38




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (l)
    Other
    Assets    December 31,2006


2005Deferred stripping costs

$



$
740Intangible assets


736



301Deferred financing costs


183



218Interest rate hedges


579



180$
1,498


$
1,439   units-of-production No. 04-6).
      (m)
    Environmental
    Expenditures  and/or
   39




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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 31,2006


2005


2004Numerator:Net income for basic income per
    common share

$
12,701


$
7,948


$
6,329Warrant interest adjustment










21Net income for diluted income per
    common share

$
12,701


$
7,948


$
6,350Denominator:Weighted-average shares for basic
    income per common share


6,158,543



5,926,984



5,834,039Effect of dilutive securities:Warrants






28,358



23,703Employee stock options(1)


126,368



128,726



75,276Adjusted weighted-average shares
    and assumed exercises for diluted income per common share


6,284,911



6,084,068



5,933,018Basic net income per common share

$
2.06


$
1.34


$
1.08Diluted net income per common share

$
2.02



1.31


$
1.07     (1)
    
    Excludes 8,000 and 2,500 employee stock options in 2006 and
    2005, respectively, because they were antidilutive.  (o)
    Stock-Based
    Compensation       40




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Year Ended December 31,2005


2004Net income as reported

$
7,948


$
6,329Pro forma stock-based employee and
    director compensation expense, net of income taxes, under the
    fair value method


(466
)


(170
)Pro forma net income

$
7,482


$
6,159Basic net income per common share,
    as reported

$
1.34


$
1.08Diluted net income per common
    share, as reported

$
1.31


$
1.07Pro forma basic net income per
    common share

$
1.26


$
1.06Pro forma diluted net income per
    common share

$
1.23


$
1.04     (p)
    Derivative
    Instruments and Hedging Activities      mark-to-market
 41




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  mark-to-market mark-to-market
  (q)
    Income
    Taxes    (r)
    Comprehensive
    Income (Loss)    (2)
    New
    Accounting Pronouncements  
  and/or
     42




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    
  (3)
    Banking
    Facilities and Other Debt    12-year 12-year
     43




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
     12-year
         44




---



##### Table of Contents



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


December 31, 2005Term Loans

$
36,667


$
40,000Draw Term Loan


20,000



15,000Revolving Credit Facility


7,974



Subtotal


64,641



55,000Less current installments


5,000



3,333Debt, excluding current
    installments

$
59,641


$
51,667       Total

2007


2008


2009


2010


2011


Thereafter$64,641

$
5,000


$
5,000


$
5,000


$
12,974


$
5,000


$
31,667   (4)
    Accumulated
    Other Comprehensive Income (Loss)  mark-to-market
 45




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (5)
    Income
    Taxes    2006


2005


2004Current income tax expense
    (benefit)

$
3,066


$
1,952


$
(448
)Deferred income tax expense
    (benefit)


1,823



(128
)


1,832Income tax expense

$
4,889


$
1,824


$
1,384     2006


2005


2004Percent





Percent





Percentof Pretax





of Pretax





of PretaxAmount


Income


Amount


Income


Amount


IncomeIncome taxes computed at the
    federal statutory rate

$
6,090



35.0
%

$
3,322



34.0
%

$
2,622



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


(1,556
)


(8.9
)


(1,053
)


(10.8
)


(946
)


(12.3
)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


117



0.7



92



1.0



95



1.2Recognition of previously reserved
    deferred tax assets


(97
)


(0.6
)


(1,002
)


(10.3
)


(218
)


(2.8
)Interest expense for warrant share
    put liability










343



3.5







Other


7







122



1.3



(169
)


(2.2
)Income tax expense

$
4,889



28.4
%

$
1,824



18.7
%

$
1,384



17.9
%    46




---



##### Table of Contents



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


December 31,2006


2005Deferred tax liabilitiesLime and limestone property,
    plant & equipment

$
7,384


$
5,949Natural gas interests drilling
    costs & equipment


969



Other


114



1228,467



6,071Deferred tax assetsAlternative minimum tax credit
    carryforwards


(6,358
)


(5,342
)Minimum pension liability


(202
)


(242
)Net operating loss carryforwards






(500
)Other


(426
)


(277
)(6,986
)


(6,361
)Deferred tax liabilities (asset),
    net

$
1,481


$
(290
)       (6)
    Employee
    Retirement Plans     47




---



##### Table of Contents



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


2005Equity securities and funds


59.8
%


61.6
%Institutional bond funds


36.3



36.4Cash and cash equivalents


3.9



2.0100.0
%


100.0
%     2006


2005Change in projected benefit
    obligation:Projected benefit obligation at
    beginning of year

$
1,815


$
1,702Interest cost


101



102Actuarial (gain) loss on plan
    assets


(3
)


125Benefits paid


(156
)


(114
)Projected benefit obligation at
    end of year

$
1,757


$
1,815Change in plan assets:Fair value of plan assets at
    beginning of year

$
1,388


$
1,432Employer contribution


28



18Actual gain on plan assets


131



52Benefits paid


(156
)


(114
)Fair value of plan assets at end
    of year

$
1,391


$
1,388Underfunded status

$
(366
)

$
(427
)Accumulated benefit obligation

$
1,757


$
1,815     2006


2005Accrued benefit cost

$
366


$
427     2006


2005Discount rate


5.75
%


5.75
%Expected long-term return on plan
    assets


7.75
%


7.75
%  48




---



##### Table of Contents



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


2005


2004Interest cost

$
101


$
102


$
106Expected return on plan assets


(104
)


(114
)


(110
)Amortization of net actuarial loss


53



44



38Net periodic benefit cost

$
50


$
32


$
34   2012-2016.
    (7)
    Stock
    -Based Compensation           49




---



##### Table of Contents



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

$
101Operating Profit

$
395Net income

$
288Net income per common share (basic
    and diluted)

$
0.05Cash flows from operating
    activities

$
395Cash flows from financing
    activities

$
     Weighted


AggregateAverage


IntrinsicOptions


Exercise Price


ValueOutstanding at December 31,
    2005


278,200


$
10.20


$
4,507Granted


37,750



30.00



5Exercised


(79,333
)


6.03



2,185Forfeited


(2,500
)


28.08



Outstanding at December 31,
    2006


234,117


$
14.62


$
4,298Exercisable at December 31,
    2006


170,257


$
13.49


$
2,837   2006


2005


2004Weighted average fair value of
    options granted during the year

$
12.65


$
8.42


$
3.15Weighted average remaining
    contractual life in years


7.02



7.36



6.53       Outstanding


ExercisableWeighted





WeightedRange of







Number


Avg.





Avg.Exercise

Weighted Avg. Remaining Contractual Life (Yrs.)


of


Exercise


Number of


ExercisePrices

Outstanding


Exercisable


Shares


Price


Shares


Price$ 3.26 - 3.85


6.12



6.12



15,500


$
3.77



15,500


$
3.77$ 7.00 - 8.56


4.66



4.04



100,700


$
8.07



80,367


$
7.96$11.35 - 13.31


8.08



8.07



50,167


$
12.45



32,667


$
12.07$26.47 - 35.50


9.18



7.45



67,750


$
28.44



41,723


$
28.866.80



6.28



234,117


$
14.62



170,257


$
13.49    50




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (8)
    Commitments
    and Contingencies        (9)
    Business
    Segments   51




---



##### Table of Contents



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

$
114,113Natural gas interests


4,577Total revenues

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

$
9,443Natural gas interests


327Total depreciation, depletion and
    amortization

$
9,770Gross profitLime and limestone operations

$
24,512Natural gas interests


3,525Total gross profit

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

$
146,912Natural gas interests


3,990Unallocated corporate assets


3,024Cash items


242Total identifiable assets

$
154,168Capital expendituresLime and limestone operations

$
34,266Natural gas interests


3,142Total capital expenditures

$
37,408   (10)
    Acquisitions       52




---



##### 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


(618
)Total purchase price allocated

$
13,502       2005 UnauditedRevenues

$
97,423Operating profit

$
13,156Net income

$
6,904Income per share of common stock:Basic

$
1.16Diluted

$
1.14   (11) Unaudited
    Oil and Natural Gas Reserve and Standardized Measure
    Information
   53




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
         Summary
    of Changes in Proved Reserves
  Natural Gas(Thousands ofMCF)2006Quantity, beginning of year


Purchase of minerals in place


Extensions and discoveries


8,472Production


(601
)Estimated quantity, end of year


7,871  54




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Standardized
    Measure of Discounted Future Net Cash Flows
    (In Thousand of Dollars Except Per Unit Amounts)
  2006Future estimated gross revenues

$
51,018Future estimated production costs


(14,765
)Future estimated net revenues


36,253Future estimated income tax expense


(10,718
)Future estimated net cash flows


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


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

$
12,614Sales of natural gas produced, net
    of production costs

$
(3,852
)Extensions and discoveries


16,466Net change in standardized measure
    of discounted future estimated net cash flows

$
12,614Depletion of natural gas
    properties (dollars per MCF from working interests)

$
1.23Development costs incurred

$
3,422Property acquisition costs

$
   (12)
    Summary
    of Quarterly Financial Data
    (unaudited)  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



1,3186,396



8,401



7,863



5,377Net
    income(1)

$
2,297


$
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.  2005March 31,


June 30,


September 30,


December 31,Revenues

$
19,772


$
21,375


$
20,064


$
19,875Gross profit

$
4,389


$
5,764


$
5,281


$
3,932Net income

$
1,495


$
2,909


$
1,943


$
1,601Basic income per common share

$
0.26


$
0.49


$
0.33


$
0.27Diluted income per common share

$
0.25


$
0.49


$
0.31


$
0.26  55




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.      ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE
    GOVENANCE.    ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENTAND RELATED STOCKHOLDER MATTERS.    ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   56




---



##### Table of Contents



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).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.10
.2.2

Form of restricted stock grant
    agreement under the United States Lime & Minerals, Inc.
    2001 Long-Term Incentive Plan.10
.3

Loan and Security Agreement dated
    December 30, 1997 among United States Lime &
    Minerals, Inc., Arkansas Lime Company and Texas Lime Company and
    CoreStates Bank, N.A. (incorporated by reference to
    Exhibit 10(l) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997, File Number
    000-4197).10
.4

First Amendment to Amended and
    Restated Loan and Security Agreement dated August 31, 1998
    among United States Lime & Minerals, Inc., Arkansas
    Lime Company and Texas Lime Company and First Union National
    Bank (incorporated by reference to Exhibit 10(a) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September, 30, 1998, File Number
    000-4197).10
.5

Employment Agreement dated as of
    October 11, 1989 between the Company and Billy 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). 57




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10
.6

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
.7

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
.7.1

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
.7.2

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.10
.8

Credit Agreement dated
    April 22, 1999 among United States Lime &
    Minerals, Inc., Arkansas Lime Company, Texas Lime Company, the
    Lenders who are, or may become, a party to the Agreement, and
    First Union National Bank (incorporated by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 1999, File Number
    000-4197).10
.9

Second Amendment to Amended and
    Restated Loan and Security Agreement dated as of April 22,
    1999 among United States Lime & Minerals, Inc.,
    Arkansas Lime Company, Texas Lime Company, and First Union
    National Bank (incorporated by reference to Exhibit 10(b)
    to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 1999, File Number
    000-4197).10
.10

Letter Agreement dated as of
    May 31, 2000 among United States Lime & Minerals,
    Inc., Arkansas Lime Company, Texas Lime Company and First Union
    National Bank (incorporated by reference to Exhibit 10 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2000, File Number
    000-4197).10
.11

Third Amendment to Amended and
    Restated Loan and Security Agreement dated as of April 26,
    2001 among United States Lime & Minerals, Inc.,
    Arkansas Lime Company, Texas Lime Company, and First Union
    National Bank (incorporated by reference to Exhibit 10 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001, File Number
    000-4197).10
.12

Fourth Amendment to Amended and
    Restated Loan and Security Agreement dated as of
    December 31, 2001 among United States Lime &
    Minerals, Inc., Arkansas Lime Company, Texas Lime Company, and
    First Union National Bank (incorporated by reference to
    Exhibit 10(u) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2001, File Number
    000-4197).10
.13

First Amendment to Credit
    Agreement dated as of December 27, 2000 among United States
    Lime & Minerals, Inc., Arkansas Lime Company, Texas
    Lime Company, the Lenders who are, or may become, a party to the
    Agreement, and First Union National Bank (incorporated by
    reference to the Companys Current Report on
    Form 8-K
    dated January 18, 2001, File Number
    000-4197).10
.14

Second Amended and Restated Note
    dated April 26, 2001 among United States Lime &
    Minerals, Inc., Arkansas Lime Company, Texas Lime Company, the
    Lenders who are, or may become, a party to the Agreement, and
    First Union National Bank (incorporated by reference to
    Exhibit 10(x) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002, File Number
    000-4197).10
.15

Fifth Amendment to Amended and
    Restated Loan and Security Agreement dated as of May 31,
    2002 among United States Lime & Minerals, Inc.,
    Arkansas Lime Company, Texas Lime Company and Wachovia Bank,
    f/k/a First Union National Bank (incorporated by reference to
    Exhibit 10 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, File Number
    000-4197).10
.16

Sixth Amendment to Amended and
    Restated Loan and Security Agreement dated as of
    January 31, 2003 among United States Lime &
    Minerals, Inc., Arkansas Lime Company, Texas Lime Company and
    Wachovia Bank. (incorporated by reference to Exhibit 10(s)
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002, File Number
    000-4197). 58




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##### Table of Contents



10
.17

Loan and Security Agreement dated
    March 3, 2003 among United States Lime & Minerals,
    Inc., Texas Lime Company, Arkansas Lime Company and National
    City Bank (incorporated by reference to Exhibit 10(t) to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002, File Number
    000-4197).10
.18

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
.19

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
.20

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
.21

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
.22

Third Amendment to Credit
    Agreement dated as of August 5, 2003 among United States
    Lime & Minerals, Inc., Arkansas Lime Company, Texas
    Lime Company, the Lenders who are, or may become, a party to the
    Agreement, and National City Bank (incorporated by reference to
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File Number
    000-4197).10
.23

First Amendment to Loan and
    Security Agreement dated August 5, 2003 among United States
    Lime & Minerals, Inc., Texas Lime Company, Arkansas
    Lime Company and National City Bank (incorporated by reference
    to Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File Number
    000-4197).10
.24

Second Amendment to Loan and
    Security Agreement dated as of December 29, 2003 among
    United States Lime & Minerals, Inc., Texas Lime
    Company, Arkansas Lime Company and National City Bank
    (incorporated by reference to Exhibit 10.26 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2002, File Number
    000-4197).10
.25

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
.26

Credit Agreement dated as of
    August 25, 2004 among United States Lime &
    Minerals, Inc., each Lender from time to time a party thereto,
    and Wells Fargo Bank, N.A., as Administrative Agent, Swing Line
    Lender and L/C Issuer (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated August 31, 2004, File Number
    000-4197).10
.27

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
.28

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..10
.29

Schedule of Non-Employee Director
    Compensation (incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    dated August 24, 2005, File Number
    000-4197).10
.30

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). 59




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##### Table of Contents



10
.31

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 August 24, 2005, File Number
    000-4197).10
.32

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 August 24, 2005, File Number
    000-4197).21


Subsidiaries of the Company.23
.1

Consent of Independent Registered
    Public Accounting Firm.23
.2

Consent of Independent Registered
    Public Accounting Firm.23
.3

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.      60




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##### Table of Contents



SIGNATURES      By:
    /s/  Timothy
    W. Byrne         By:
    /s/  Timothy
    W. Byrne        By:
    /s/  M.
    Michael Owens         By:
    /s/  Edward
    A. Odishaw      By:
    /s/  Antoine
    M. Doumet       By:
    /s/  Wallace
    G. Irmscher      By:
    /s/  Richard
    W. Cardin     61