##### 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, 2010ORo

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

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

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

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

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

The NASDAQ Stock Market LLC   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PagePART IITEM 1.


BUSINESS


1ITEM 1A.


RISK FACTORS


10ITEM 1B.


UNRESOLVED STAFF COMMENTS


15ITEM 2.


PROPERTIES


16ITEM 3.


LEGAL PROCEEDINGS


16ITEM 4.


[RESERVED]


16PART IIITEM 5.


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


16ITEM 6.


SELECTED FINANCIAL DATA


18ITEM 7.


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


18ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


27ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


28ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


52ITEM 9A.


CONTROLS AND PROCEDURES


52ITEM 9B.


OTHER INFORMATION


52PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


53ITEM 11.


EXECUTIVE COMPENSATION


53ITEM 12.


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


53ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


53ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


53PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


53SIGNATURES


56EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1EX-99.2   i




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




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Order Backlog.
  Seasonality.
  Limestone Reserves. 3
     2




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Mining.
  Plants and Facilities. and/or
         3




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Employees.
  Competition.
       4




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Impact of Environmental Laws.
        2
     5




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Map of
    U.S. Lime & Minerals, Inc.
    Operations/Interests
  
 6




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Natural
    Gas Interests.
  Interests.
        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.
  2010


2009


2008Gross producing wellsO & G Lease


31



26



26Drillsite Agreement


6



4



4Total


37



30



30Natural gas production volume (BCF)


1.0



1.2



1.5Average sales price per MCF

$
7.78


$
5.74


$
10.66Total cost of revenues per MCF(1)

$
1.89


$
1.25


$
1.28     (1)
    
    Includes taxes other than income taxes.  Delivery Commitments.
  Internal Controls Over Reserves Estimates.
  Natural Gas Reserves.
  2010(2)

2009(2)

2008(3)Developed

Undeveloped

Total

Developed

Undeveloped

Total

Developed

Undeveloped

TotalProved natural gas reserves (BCF)


11.7



0.6



12.3



8.9



4.4



13.3



12.0



4.4



16.4Proved natural gas liquids and condensate (MMBBLS)


1.7



0.0



1.7



1.2



0.6



1.8



0.4



0.2



0.6Future estimated net revenues (in thousands)

$
67,684


$
3,108


$
70,792


$
45,594


$
22,558


$
68,152


$
67,738


$
22,252


$
89,990Standardized measure(1) (in thousands)

$
25,296


$
1,160


$
26,456


$
15,816


$
7,260


$
23,076


$
24,111


$
6,608


$
30,719  8




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(1)
    
    This present value data should not be construed as
    representative of fair market value, since such data is based
    upon projected cash flows, which do not provide for escalation
    or reduction of natural gas prices or for escalation or
    reduction of expenses and capital costs.(2)
    
    The reserve estimates as of December 31, 2010 and 2009
    utilized
    12-month
    average pricing, as now required by accounting principles
    generally accepted in the United States of America, of $4.52 and
    $4.04 per MCF of natural gas and $38.71 and $23.20 per BBL of
    natural gas liquids, respectively. Utilizing year-end prices of
    natural gas and natural gas liquids as of December 31, 2010
    and 2009 would have resulted in proved reserves of 13.1 BCF and
    13.8 BCF of natural gas and 1.3 MMBBLS and 1.9 MMBBLS
    of natural gas liquids, respectively.(3)
    
    The reserve estimates as of December 31, 2008 utilized a
    year-end natural gas price per MCF of $7.06, and a year-end
    natural gas liquids price per BBL of $20.07 at such date.  Undeveloped Acreage.
  Glossary of Certain Oil and Gas Terms.
  BBL
  BCF
  Depletion
  Formation
  Future estimated net revenues
  MCF
  MMBBLS
  Operator
  Proved oil and gas reserves
   9




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12-month first-day-of-the-month
  Royalty
  Severance tax
  Standardized measure of discounted future net cash
    flows standardized
    measure
  Undeveloped acreage
  Working interest
  ITEM 1A.
    RISK
    FACTORS.  General.
  Both
    of our business segments continue to be adversely impacted by
    difficult economic conditions in the U.S.
   10




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The
    recent financial crisis may adversely impact our financial
    condition and results of operations in various
    ways.
    Lime
    and Limestone Operations.
  In the
    normal course of our Lime and Limestone Operations, we face
    various business and financial risks that could have a material
    adverse effect on our financial position, results of operations,
    cash flows and competitive position. Not all risks are
    foreseeable or within our ability to control.
  and/or
    Our
    mining and other operations are subject to operating risks that
    are beyond our control, which could result in materially
    increased operating expenses and decreased production and
    shipment levels that could materially adversely affect our Lime
    and Limestone Operations and their profitability.
     11




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We
    incur environmental compliance costs, including capital,
    maintenance and operating costs, with respect to pollution
    control equipment, the cost of ongoing monitoring programs, the
    cost of reclamation and remediation efforts and other similar
    costs and liabilities relating to our compliance with
    Environmental Laws, and we expect these costs and liabilities to
    continue to increase, including possible new costs, taxes and
    limitations on operations such as those related to possible
    climate change initiatives, including regulation of greenhouse
    gas emissions.
  2
  2
     12




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We
    quote on a delivered price basis to certain customers, which
    requires us to estimate future delivery costs. Our actual
    delivery costs may exceed these estimates, which would reduce
    our profitability.
    To
    maintain our competitive position, we may need to continue to
    expand our operations and production capacity, obtain financing
    for any such expansion at reasonable interest rates and
    acceptable terms and sell the resulting increased production at
    acceptable prices.
      The
    lime industry is highly regionalized and
    competitive.
    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 development of new technologies and reserves of natural gas
    in the United States;
    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.   13




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We do
    not control development and production operations on the
    O & G Properties, which could impact our Natural Gas
    Interests.
      Our
    natural gas income is affected by development, production and
    other costs, some of which are outside of our control, and
    possible unitizations.
    Our
    natural gas reserves are depleting assets, and we have no
    ability to explore for new reserves. In addition, our ability to
    increase our proved developed reserves is limited to the
    drilling of potential additional wells and reworking of existing
    wells by the operators 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   14




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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, including natural disasters and reduced pipeline
    capacity due to high pressure in the lines resulting from
    production from other wells in the area.
      Governmental
    policies, laws and regulations could have an adverse impact on
    our O & G Properties and natural gas
    business.
    Environmental
    costs and liabilities and changing environmental regulation
    associated with our O & G Properties could adversely
    affect our financial condition, results of operations and cash
    flows.
        ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.   15




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ITEM 2.
    PROPERTIES.    ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    [RESERVED] PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  ®
      2010

2009Low

High

Low

HighFirst Quarter

$
33.94


$
41.18


$
17.69


$
29.40Second Quarter

$
35.12


$
41.92


$
26.96


$
43.99Third Quarter

$
35.65


$
42.83


$
34.16


$
47.00Fourth Quarter

$
37.82


$
42.19


$
31.19


$
38.35  16




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PERFORMANCE
    GRAPH
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    AMONG U.S. LIME & MINERALS, INC.,
    THE NASDAQ COMPOSITE INDEX AND A PEER GROUP
  
 
  2005


2006


2007


2008


2009


2010U.S. LIME & MINERALS, INC.



100.00




113.90




114.66




90.48




130.45




159.16NASDAQ COMPOSITE INDEX



100.00




111.74




124.67




73.77




107.12




125.93PEER GROUP INDEX



100.00




129.94




148.96




103.94




106.37




112.83   ISSUER
    PURCHASES OF EQUITY SECURITIES
  and/or
 17




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ITEM 6.
    SELECTED
    FINANCIAL DATA.  Years Ended December 31,2010

2009

2008

2007

2006(Dollars in thousands, except per share amounts)Operating resultsLime and limestone revenues

$
125,169



110,406



126,165



116,569



114,113Natural gas revenues


7,425



6,925



16,191



8,667



4,577Total revenues

$
132,594



117,331



142,356



125,236



118,690Gross profit

$
36,041



28,753



31,283



26,016



28,037Operating profit

$
27,665



20,955



23,317



18,372



21,024Income before income taxes and cumulative effect of change in
    accounting principle

$
25,058



18,144



19,411



14,339



18,140
(1)Net income

$
18,040



13,670



14,433



10,446



12,701
(1)Net income per share of common stock:Basic

$
2.82



2.14



2.29



1.67



2.06Diluted

$
2.81



2.14



2.27



1.65



2.02   As of December 31,2010


2009


2008


2007


2006Total assets

$
188,498



172,070



166,129



158,227



154,168Long-term debt, excluding current installments

$
31,666



36,666



46,354



54,037



59,641Stockholders equity per outstanding common share

$
20.01



17.20



14.87



12.94



11.67Employees


295



285



307



318



317     (1)
    
    The cumulative effect of change in accounting principle in 2006
    for certain stripping costs was $550, net of $190 income tax
    benefit.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION.  FORWARD-LOOKING
    STATEMENTS.
  and/or
 18




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Form 10-Q.
  OVERVIEW.
  General.
      year-over-year
    Lime
    and Limestone Operations.
       19




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up-to-date, and/or
  and/or
       20




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Natural
    Gas Interests.
        CRITICAL
    ACCOUNTING POLICIES.
     21




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Accounts receivable.
  Successful-efforts method for Natural Gas
    Interests. units-of-production
  Natural gas reserve estimates.
    Environmental costs and liabilities.
  Contingencies.
  Derivatives.
  Stock-based compensation.
 22




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RESULTS
    OF OPERATIONS.
    Year Ended December 31,2010


2009


2008Revenues


100.0
%


100.0
%


100.0
%Cost of revenuesLabor and other operating expenses


(62.8
)


(64.3
)


(68.9
)Depreciation, depletion and amortization


(10.0
)


(11.2
)


(9.1
)Gross profit


27.2



24.5



22.0Selling, general and administrative expenses


(6.3
)


(6.6
)


(5.6
)Operating profit


20.9



17.9



16.4Other (expense) income:Interest expense


(2.1
)


(2.5
)


(2.5
)Other, net


0.1



0.1



(0.3
)Income tax expense


(5.3
)


(3.8
)


(3.5
)Net income


13.6
%


11.7
%


10.1
%   2010
    vs. 2009
         23




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2009
    vs. 2008
             24




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




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mark-to-market
    Capital Expenditures.
   26




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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

$
36,666



5,000



10,000



21,666



Operating leases(1)

$
4,395



1,315



1,884



1,076



120Limestone mineral leases

$
2,014



68



136



136



1,674Purchase obligations(2)

$
1,668



1,668











Other liabilities(3)(4)

$
1,108



101



273



289



445Total

$
45,851



8,152



12,293



23,167



2,239     (1)
    
    Represents operating leases for mobile equipment, railcars and
    corporate office space that are either non-cancelable or subject
    to significant penalty upon cancellation.(2)
    
    Approximately $1.1 million of these obligations are
    recorded on the Consolidated Balance Sheet at December 31,
    2010, including $800 thousand for drilling costs for natural gas
    wells. The remainder is commitments for estimated completion
    costs for three natural gas wells.(3)
    
    Does not include $233 unfunded projected benefit obligation for
    a defined benefit pension plan. Future required contributions,
    if any, are subject to actuarial assumptions and future earnings
    on plan assets. The Company plans to make contributions of $25
    to the plan in 2011. See Note 6 of Notes to Consolidated
    Financial Statements.(4)
    
    Does not include $3.7 million
    mark-to-market
    liability for the Companys interest rate hedges.  Liquidity.
  Off-Balance Sheet Arrangements.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  INTEREST
    RATE RISK.
   27




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


29Consolidated Financial Statements:Consolidated Balance Sheets as of
    December 31, 2010 and 2009


31Consolidated Statements of Income for the Years
    Ended December 31, 2010, 2009 and 2008


32Consolidated Statement of Stockholders
    Equity for the Years Ended December 31, 2010, 2009 and
    2008


33Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


34Notes to Consolidated Financial Statements


35  28




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REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
  GRANT
    THORNTON LLP
    29




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




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United
    States Lime & Minerals, Inc.
  Consolidated
    Balance Sheets
  December 31,2010


2009(Dollars in thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
36,223


$
16,466Trade receivables, net


13,839



13,365Inventories


10,600



9,460Prepaid expenses and other current assets


1,225



1,469Total current assets


61,887



40,760Property, plant and equipment:Mineral reserves and land


16,727



16,511Proved natural gas properties, successful-efforts method


17,295



15,080Buildings and building and leasehold improvements


3,392



3,391Machinery and equipment


189,273



187,410Furniture and fixtures


851



884Automotive equipment


1,661



1,579229,199



224,855Less accumulated depreciation and depletion


(102,962
)


(93,955
)Property, plant and equipment, net


126,237



130,900Other assets, net


374



410Total assets

$
188,498


$
172,070LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current installments of debt

$
5,000


$
5,000Accounts payable


4,545



6,122Accrued expenses


6,166



5,028Total current liabilities


15,711



16,150Debt, excluding current installments


31,666



36,666Deferred tax liabilities, net


8,933



6,026Other liabilities


3,894



3,247Total liabilities


60,204



62,089Commitments 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; 6,421,424 and 6,400,129 shares
    issued at December 31, 2010 and 2009, respectively


642



640Additional paid-in capital


16,354



15,619Accumulated other comprehensive loss


(3,009
)


(2,718
)Retained earnings


114,724



96,684Less treasury stock at cost, 11,024 and 6,548 shares at
    December 31, 2010 and 2009, respectively


(417
)


(244
)Total stockholders equity


128,294



109,981Total liabilities and stockholders equity

$
188,498


$
172,070    31




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statements of Income
  Years Ended December 31,2010


2009


2008(Dollars in thousands, except per share amounts)RevenuesLime and limestone operations

$
125,169


$
110,406


$
126,165Natural gas interests


7,425



6,925



16,191132,594



117,331



142,356Cost of revenues:Labor and other operating expensesLime and limestone operations


81,825



73,982



96,097Natural gas interests


1,421



1,514



1,941Depreciation, depletion and amortization


13,307



13,082



13,03596,553



88,578



111,073Gross profit


36,041



28,753



31,283Selling, general and administrative expenses, including
    depreciation and amortization expense of $304, $393 and $440 in
    2010, 2009 and 2008, respectively


8,376



7,798



7,966Operating profit


27,665



20,955



23,317Other expense (income):Interest expense


2,715



2,886



3,486Other, net


(108
)


(75
)


4202,607



2,811



3,906Income before income taxes


25,058



18,144



19,411Income tax expense


7,018



4,474



4,978Net income

$
18,040


$
13,670


$
14,433Net income per share of common stock:Basic

$
2.82


$
2.14


$
2.29Diluted

$
2.81


$
2.14


$
2.27    32




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United
    States Lime & Minerals, Inc.
  Consolidated
    Statement of Stockholders Equity
 Years Ended December 31, 2010, 2009 and 2008
  AccumulatedCommon Stock


Additional


OtherShares





Paid-In


Comprehensive


Retained


TreasuryOutstanding


Amount


Capital


(Loss) Income


Earnings


Stock


Total(Dollars in thousands)Balances at December 31, 2007


6,315,419


$
632


$
14,200


$
(1,641
)

$
68,581


$
(67
)

$
81,705Stock options exercised, including $4 tax benefit


16,455



1



28















29Stock-based compensation


18,700



2



625















627Treasury shares purchased


(2,488
)


















(77
)


(77
)Net income


















14,433







14,433Minimum pension liability adjustment, net of $95 tax benefit














(166
)










(166
)Mark to market of interest rate hedge, net of $1,952 cumulative
    tax benefit














(2,104
)










(2,104
)Comprehensive (loss) income














(2,270
)


14,433







12,163Balances at December 31, 2008


6,348,086



635



14,853



(3,911
)


83,014



(144
)


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


31,054



3



192















195Stock-based compensation


17,510



2



574















576Treasury shares purchased


(3,069
)


















(100
)


(100
)Net income


















13,670







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














(168
)










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














1,361











1,361Comprehensive income














1,193



13,670







14,863Balances at December 31, 2009


6,393,581



640



15,619



(2,718
)


96,684



(244
)


109,981Stock options exercised


2,660























Stock-based compensation


18,635



2



735















737Treasury shares purchased


(4,476
)


















(173
)


(173
)Net income


















18,040







18,040Minimum pension liability adjustment, net of $17 tax expense














30











30Mark to market of interest rate hedge, net of $182 tax benefit














(321
)










(321
)Comprehensive (loss) income














(291
)


18,040







17,749Balances at December 31, 2010


6,410,400


$
642


$
16,354


$
(3,009
)

$
114,724


$
(417
)

$
128,294    33




---



##### Table of Contents



United
    States Lime & Minerals, Inc.Consolidated Statements of Cash Flows
  Years Ended December 31,2010


2009


2008(Dollars in thousands)OPERATING ACTIVITIES:Net income

$
18,040


$
13,670


$
14,433Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation, depletion and amortization


13,611



13,475



13,475Amortization of deferred financing costs


35



16



22Deferred income taxes


3,090



1,682



2,360Loss (gain) on sale of property, plant and equipment


11



(43
)


33Stock-based compensation


737



576



627Changes in operating assets and liabilities, net of the effects
    of acquisitions of businesses:Trade receivables


(474
)


1,127



(579
)Inventories


(1,141
)


2,837



(2,398
)Prepaid expenses and other current assets


244



(133
)


(181
)Other assets


(118
)


(32
)


(90
)Accounts payable and accrued expenses


197



(1,306
)


(401
)Other liabilities


(48
)


(295
)


(1,545
)Net cash provided by operating activities


34,184



31,574



25,756INVESTING ACTIVITIES:Purchase of property, plant and equipment


(9,328
)


(6,653
)


(15,760
)Acquisitions of businesses










(2,529
)Proceeds from sale of property, plant and equipment


74



247



11Net cash used in investing activities


(9,254
)


(6,406
)


(18,278
)FINANCING ACTIVITIES:Repayments of revolving credit facilities, net






(4,688
)


(2,683
)Repayments of term loans


(5,000
)


(5,000
)


(5,000
)Proceeds from exercise of stock options






166



29Purchase of treasury shares


(173
)


(100
)


(77
)Tax benefits related to exercise of stock options






84



10Net cash used in financing activities


(5,173
)


(9,538
)


(7,721
)Net increase (decrease) in cash and cash equivalents


19,757



15,630



(243
)Cash and cash equivalents at beginning of year


16,466



836



1,079Cash and cash equivalents at end of year

$
36,223


$
16,466


$
836    34




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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, 2010, 2009 and 2008
  (1)
    Summary
    of Significant Accounting Policies  (a)
    Organization    (b)
    Principles
    of Consolidation    (c)
    Use
    of Estimates    (d)
    Statements
    of Cash Flows    Year Ended December 31,2010


2009


2008Cash paid during the year for:Interest

$
2,681


$
2,843


$
3,426Income taxes

$
3,956


$
2,743


$
2,954   (e)
    Revenue
    Recognition   35




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (f)
    Fair
    Values of Financial Instruments  and/or
    Fair Value Measurements as of December 31,Significant Other Observable Inputs  (Level 2)


Valuation2010


2009


2010


2009


TechniqueInterest rate swap liabilities

$
(3,732
)


(3,229
)


(3,732
)


(3,229
)


Cash flows
    approach   (g)
    Concentration
    of Credit Risk and Trade Receivables      2010


2009Beginning balance

$
350



326Additions


139



44Write-offs


(129
)


(20
)Ending balance

$
360



350  36




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (h)
    Inventories    December 31,2010


2009Lime and limestone inventories:Raw materials

$
3,669



3,373Finished goods


2,087



1,3515,756



4,724Service parts inventories


4,844



4,736$
10,600



9,460   (i)
    Property,
    Plant and Equipment    Buildings and building improvements


3 - 20 yearsMachinery and equipment


3 - 20 yearsFurniture and fixtures


3 - 10 yearsAutomotive equipment


3 - 8 years       (j)
    Successful-Efforts
    Method Used for Natural Gas Interests  units-of-production
 37




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (k)
    Asset
    Retirement Obligations      (l)
    Other
    Assets    December 31,2010


2009Intangible assets

$
30



158Deferred financing costs


226



130Other


118



122$
374



410       (m)
    Environmental
    Expenditures  and/or
   38




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (n)
    Income
    Per Share of Common Stock    Year Ended December 31,2010


2009


2008Net income for basic and diluted income per common share

$
18,040


$
13,670


$
14,433Weighted-average shares for basic income per common share


6,400,958



6,378,457



6,305,164Effect of dilutive securities:Restricted shares of stock










25,959Employee and director stock options(1)


16,859



19,286



31,822Adjusted weighted-average shares and assumed exercises for
    diluted income per common share


6,417,817



6,397,743



6,362,945Basic net income per common share

$
2.82


$
2.14


$
2.29Diluted net income per common share

$
2.81


$
2.14


$
2.27     (1)
    
    Excludes 9,500, 9,500 and 53,250 stock options in 2010, 2009 and
    2008, respectively, because they were antidilutive because the
    exercise price exceeded the average per share market price for
    the periods presented.  (o)
    Stock-Based
    Compensation    (p)
    Derivative
    Instruments and Hedging Activities    (q)
    Income
    Taxes     39




---



##### Table of Contents



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




---



##### Table of Contents



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


December 31,2010


2009Term Loan

$
23,333


$
26,666Draw Term Loan


13,333



15,000Revolving Facility(1)






Subtotal


36,666



41,666Less current  installments


5,000



5,000Debt, excluding current installments

$
31,666


$
36,666     (1)
    
    The Company had letters of credit totaling $322 issued on the
    Revolving Facility at December 31, 2010.      Total

2011

2012

2013

2014

2015

Thereafter$36,666

$
5,000


$
5,000


$
5,000


$
5,000


$
16,666


$
  41




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##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (4)
    Accumulated
    Other Comprehensive Loss    2010


2009


2008Net income

$
18,040


$
13,670


$
14,433Minimum pension liability adjustment


47



(264
)


(261
)Reclassification to interest expense


1,805



1,785



634Deferred tax benefit (expense)


165



(682
)


2,047Mark to market of interest rate hedge


(2,308
)


354



(4,690
)Comprehensive income

$
17,749


$
14,863


$
12,163       December 31,


December 31,2010


2009Mark-to-market
    for interest rate hedges, net of tax benefit

$
(2,376
)

$
(2,055
)Minimum pension liability adjustments, net of tax benefit


(633
)


(663
)Accumulated other comprehensive loss

$
(3,009
)

$
(2,718
)   (5)
    Income
    Taxes    2010


2009


2008Current income tax expense

$
3,945


$
2,792


$
2,618Deferred income tax expense


3,073


$
1,682



2,360Income tax expense

$
7,018


$
4,474


$
4,978     2010


2009


2008Percent of





Percent of





Percent ofpretax





pretax





pretaxAmount


income


Amount


income


Amount


incomeIncome taxes computed at the federal statutory rate

$
8,770



35.0
%

$
6,350



35.0
%

$
6,794



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


(1,584
)


(6.3
)


(1,949
)


(10.7
)


(2,378
)


(12.2
)Manufacturing deduction


(397
)


(1.6
)


(98
)


(0.5
)






State income taxes, net of federal income tax benefit


155



0.6



180



1.0



424



2.2Other


74



0.3



(9
)


(0.1
)


138



0.6Income tax expense

$
7,018



28.0
%

$
4,474



24.7
%

$
4,978



25.6
%  42




---



##### Table of Contents



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


December 31,2010


2009Deferred tax liabilities Lime and limestone property, plant and
    equipment

$
14,968


$
13,197Natural gas interests drilling costs and equipment


4,339



3,921Other


323



28419,630



17,402Deferred tax assets Alternative minimum tax credit carryforwards


(8,264
)


(9,171
)Minimum pension liability


(363
)


(381
)Fair value liability of interest rate hedges


(1,357
)


(1,174
)Other


(713
)


(650
)(10,697
)


(11,376
)Deferred tax liabilities, net

$
8,933


$
6,026Current tax receivables, net

$
109


$
113     (6)
    Employee
    Retirement Plans     43




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      50-70% 30-50%
  2010


2009Equity securities and funds


50.2
%


48.1
%Institutional bond funds


36.1



39.2Other investments


11.2



9.4Cash and cash equivalents


2.5



3.3100.0
%


100.0
%     2010


2009Equity securities and funds

$
913


$
751Institutional bond funds


655



611Other investments


204



147Cash and cash equivalents


43



50$
1,815


$
1,559    44




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2010


2009Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
1,980


$
1,510Interest cost


108



102Actuarial loss on plan assets


83



485Benefits paid


(123
)


(117
)Projected benefit obligation at end of year

$
2,048


$
1,980Change in plan assets:Fair value of plan assets at beginning of year

$
1,559


$
1,092Employer contribution


194



333Actual gain on plan assets


185



251Benefits paid


(123
)


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

$
1,815


$
1,559Underfunded status

$
(233
)

$
(421
)Accumulated benefit obligation

$
2,048


$
1,980     2010


2009Accrued benefit cost

$
233


$
421     2010


2009Discount rate


5.25
%


5.65
%Expected long-term return on plan assets


7.75
%


7.75
%     Year Ended December 31,2010


2009


2008Interest cost

$
108


$
102


$
104Expected return on plan assets


(126
)


(99
)


(133
)Amortization of net actuarial loss


71



68



53Net periodic benefit cost

$
53


$
71


$
24   2016-2020.
   45




---



##### Table of Contents



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








Weighted-Average


Aggregate





AverageStock


Exercise


Intrinsic


Restricted


Grant-DateOptions


Price


Value


Stock


Fair ValueOutstanding (stock options); non-vested (restricted stock) at
    December 31, 2009


66,692


$
23.79


$
735



23,720


$
29.19Granted


9,500



41.78







18,635



40.34Exercised (stock options); vested (restricted stock)


(5,907
)


22.21







(18,637
)


32.67Forfeited














(225
)


33.46Outstanding (stock options); non-vested (restricted stock) at
    December 31, 2010


70,285


$
26.36


$
1,109



23,493


$
35.23Exercisable at December 31, 2010


70,285


$
26.36


$
1,109



n/a



n/a  46




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2010


2009


2008Weighted-average fair value of stock options granted during the
    year

$
12.40


$
7.21


$
7.48Weighted-average remaining contractual life for stock options in
    years


6.03



6.33



6.75Total fair value of stock options vested during the year

$
118


$
99


$
158Total intrinsic value of stock options exercised during the year

$
1,107


$
1,079


$
599Total fair value of restricted stock vested during the year

$
649


$
477


$
469       Outstanding


ExercisableWeighted-





Weighted-Weighted-Average Remaining





Average





AverageRange of Exercise

Contractual Life (Yrs.)


Number of


Exercise


Number of


ExercisePrices

Outstanding


Exercisable


Shares


Price


Shares


Price$3.26-8.56


2.93



2.93



14,262


$
6.18



14,262


$
6.58$13.16-13.31


4.16



4.16



7,833


$
13.20



7,833


$
13.20$27.98-37.70


6.61



6.61



38,690


$
32.23



38,690


$
32.23$40.48-42.13


9.86



9.86



9,500


$
41.78



9,500


$
41.786.03



6.03



70,285


$
26.36



70,285


$
26.36     (8)
    Commitments
    and Contingencies       47




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (9)
    Business
    Segments      2010


2009


2008RevenuesLime and limestone operations

$
125,169


$
110,406


$
126,165Natural gas interests


7,425



6,925



16,191Total revenues

$
132,594


$
117,331


$
142,356Depreciation, depletion and amortizationLime and limestone operations

$
12,135


$
12,081


$
11,889Natural gas interests


1,172



1,001



1,146Total depreciation, depletion and amortization

$
13,307


$
13,082


$
13,035Gross profitLime and limestone operations

$
31,209


$
24,343


$
18,179Natural gas interests


4,832



4,410



13,104Total gross profit

$
36,041


$
28,753


$
31,283Identifiable assets, at year endLime and limestone operations

$
136,103


$
140,493


$
149,058Natural gas interests


14,036



12,746



13,417Unallocated corporate assets and cash items


38,359



18,831



3,654Total identifiable assets

$
188,498


$
172,070


$
166,129Capital expendituresLime and limestone operations

$
6,777


$
6,353


$
9,846Natural gas interests


2,551



300



5,914Total capital expenditures

$
9,328


$
6,653


$
15,760   (10)
    Acquisitions   48




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (11)
    Supplementary
    Financial Information for Oil and Gas Producing
    Activities  Results
    of Operations from Oil and Gas Producing Activities
    2010


2009


2008Results of OperationsRevenues

$
7,425


$
6,925


$
16,191Production and operating costs


1,421



1,514



1,941Depreciation and depletion


1,172



1,001



1,146Results of operations before income taxes


4,832



4,410



13,104Income tax expense


1,410



1,226



4,056Results of operations (excluding corporate overhead and interest
    costs)

$
3,422


$
3,184


$
9,048Costs IncurredDevelopment costs incurred

$
2,204


$
1,262


$
5,938Exploration costs










Capitalized asset retirement costs

$
4


$
3


$
41Property acquisition costs





$
22



Capitalized CostsNatural gas properties  proved

$
17,295


$
15,080


$
13,748Less: accumulated depreciation and depletion


4,593



3,419



2,413Net capitalized costs for natural gas properties

$
12,702


$
11,661


$
11,335   Unaudited
    Oil and Natural Gas Reserve and Standardized Measure
    Information
     49




---



##### Table of Contents



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





Natural Gas





Natural GasNatural Gas


Liquids


Natural Gas


Liquids


Natural Gas


Liquids(BCF)


(MMBBLS)


(BCF)


(MMBBLS)


(BCF)


(MMBBLS)2010


2010


2009


2009


2008


2008Proved reserves - beginning of year


13.3



1.8



16.4



0.6



18.0



Revisions of previous estimates


(0.6
)


(0.6
)


(2.6
)


1.1



(2.3
)


Extensions and discoveries


0.4







0.5



0.1



2.2



0.6Production


(0.8
)






(1.0
)


0.0



(1.5
)


Proved reserves  end of year


12.3



1.2



13.3



1.8



16.4



0.6Proved developed reserves  end of year


11.7



1.2



8.9



1.2



12.0



0.4   Unaudited
    Standardized Measure of Discounted Future Net Cash
    Flows
  2010


2009


2008Future estimated gross revenues

$
102,198


$
96,187


$
128,485Future estimated production and development costs


(31,406
)


(28,035
)


(38,495
)Future estimated net revenues


70,792



68,152



89,990Future estimated income tax expense


(20,174
)


(19,588
)


(25,759
)Future estimated net cash flows


50,618



48,564



64,23110% annual discount for estimated timing of cash flows


(24,162
)


(25,488
)


(33,512
)Standardized measure of discounted future estimated net cash
    flows

$
26,456


$
23,076


$
30,719  50




---



##### Table of Contents



United
    States Lime & Minerals, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Unaudited
    Changes in Standardized Measure of Discounted Future Net Cash
    Flows
  2010


2009


2008Standardized measure  beginning of year

$
23,076


$
30,719


$
34,030Net change in sales prices and production costs


8,689



(12,735
)


(11,600
)Sales of natural gas produced, net of production costs


(5,992
)


(5,065
)


(5,174
)Extensions and discoveries, net of related costs


1,737



3,357



9,212Future development costs


(716
)


(2,094
)


(3,216
)Net change due to changes in quantity estimates


(5,488
)


7,789



2,259Previously estimated development costs incurred


1,549



272



4,800Net change in income taxes


(1,237
)


3,012



1,698Accretion of discount


2,962



1,623



3,747Timing of production of reserves and other


1,876



(3,802
)


(5,037
)Standardized measure  end of year

$
26,456


$
23,076


$
30,719   (12)
    Summary
    of Quarterly Financial Data 
    (unaudited)  2010March 31,


June 30,


September 30,


December 31,RevenuesLime and limestone operations

$
31,481


$
36,151


$
30,458


$
27,079Natural gas interests


2,134



1,775



1,411



2,105$
33,615


$
37,926


$
31,869


$
29,184Gross profitLime and limestone operations

$
7,904


$
9,303


$
7,929


$
6,073Natural gas interests


1,616



1,256



936



1,024$
9,520


$
10,559


$
8,865


$
7,097Net income

$
4,662


$
5,663


$
4,546


$
3,169Basic income per common share

$
0.73


$
0.88


$
0.71


$
0.50Diluted income per common share

$
0.73


$
0.88


$
0.71


$
0.49   2009March 31,


June 30,


September 30,


December 31,RevenuesLime and limestone operations

$
26,513


$
27,639


$
29,871


$
26,383Natural gas interests


1,800



1,497



1,742



1,886$
28,313


$
29,136


$
31,613


$
28,2695,170



5,949



7,482



5,743Gross profit


1,057



863



1,152



1,337Lime and limestone operationsNatural gas interests


6,227



6,812



8,634



7,080Net income

$
2,736


$
3,406


$
4,495


$
3,033Basic income per common share

$
0.43


$
0.54


$
0.71


$
0.47Diluted income per common share

$
0.43


$
0.53


$
0.70


$
0.47  51




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation of disclosure controls and
    procedures.
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
        Note
    to Bowne  Please update to correct page number.
  Changes in internal control over financial
    reporting.
  ITEM 9B.
    OTHER
    INFORMATION.  MINE
    SAFETY DISCLOSURES.
     52




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS.    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.                 53




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##### Table of Contents



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

Amended and Restated Bylaws of United States Lime &
    Minerals, Inc. as of February 26, 2010 (incorporated by
    reference to Exhibit 3.1 to the Companys Current
    Report on
    Form 8-K
    dated February 26, 2010, File Number
    000-4197).10
.1

United States Lime & Minerals, Inc. 2001 Long-Term
    Incentive Plan (incorporated by reference to Exhibit B to
    the Companys definitive Proxy Statement for its Annual
    Meeting of Shareholders held on April 27, 2001, File Number
    000-4197).10
.1.1

Form of stock option grant agreement under the United States
    Lime & Minerals, Inc. 2001 Long-Term Incentive Plan,
    as Amended and Restated (incorporated by reference to
    Exhibit 10.2.1 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, File Number
    000-4197).10
.1.2

Form of restricted stock grant agreement under the United States
    Lime & Minerals, Inc. 2001 Long-Term Incentive Plan,
    as Amended and Restated (incorporated by reference to
    Exhibit 10.2.2 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, File Number
    000-4197).10
.1.3

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

Employment Agreement dated as of October 11, 1989 between
    the Company and Bill R. Hughes (incorporated by reference to
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 1999, File Number
    000-4197).10
.2.1

Amendment No. 1 dated as of February 1, 2008 to
    Employment Agreement dated as of October 11, 1989 between
    the Company and Bill R. Hughes (incorporated by reference to
    Exhibit 10.3.1 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007, File Number
    000-4197).10
.3

Employment Agreement dated as of April 17, 1997 between the
    Company and Johnney G. Bowers (incorporated by reference to
    Exhibit 10(o) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997, File Number
    000-4197).10
.4

Amended and Restated Employment Agreement dated as of
    May 2, 2003 between the Company and Timothy W. Byrne
    (incorporated by reference to Exhibit 10.8.1 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003, File Number
    000-4197).10
.4.1

Amendment No. 1 dated as of December 29, 2006 to
    Amended and Restated Employment Agreement dated as of
    May 2, 2003 between the Company and Timothy W. Byrne.
    (Incorporated by reference to Exhibit 10.7.2 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, File Number
    000-4197).10
.4.2

Employment Agreement effective as of January 1, 2009
    between United States Lime & Minerals, Inc. and
    Timothy W. Byrne, including Cash Performance Bonus Award
    Agreement dated as of January 1, 2009 between United States
    Lime and Minerals, Inc. and Timothy W. Byrne, set forth as
    Exhibit A thereto (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated December 19, 2008, File Number
    000-4197).10
.5

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). 54




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##### Table of Contents



10
.7

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

Security Agreement dated as of August 25, 2004 among United
    States Lime & Minerals, Inc., Arkansas Lime Company,
    Colorado Lime Company, Texas Lime Company and U. S. Lime
    Company  Houston, in favor of Wells Fargo Bank, N.
    A., as Administrative Agent (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    dated August 31, 2004, File Number
    000-4197).10
.9

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

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
.11

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).10
.13

Fourth Amendment to Credit Agreement dated as of June 1,
    2010 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 June 1, 2010, File Number
    000-4197).21
.1

Subsidiaries of the Company.23
.1

Consent of Independent Registered Public Accounting Firm.23
.2

Consent of Independent Petroleum Engineers.31
.1

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

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

Section 1350 Certification by Chief Executive Officer.32
.2

Section 1350 Certification by Chief Financial Officer.99
.1

Report of Independent Petroleum Engineers.99
.2

Mine Safety Disclosures.      55




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##### Table of Contents



SIGNATURES      By:
    /s/  Timothy
    W. Byrne  
      Date: March 8, 2011

By:

/s/  Timothy
    W. ByrneTimothy
    W. Byrne, President, Chief Executive Officer, and Director
    (Principal Executive Officer)Date: March 8, 2011

By:

/s/  M.
    Michael OwensM.
    Michael Owens, Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)Date: March 8, 2011

By:

/s/  Antoine
    M. DoumetAntoine
    M. Doumet, Director and Chairman of the BoardDate: March 8, 2011

By:

/s/  Richard
    W. CardinRichard
    W. Cardin, DirectorDate: March 8, 2011

By:

/s/  Billy
    R. HughesBilly
    R. Hughes, DirectorDate: March 8, 2011

By:

/s/  Wallace
    G. IrmscherWallace
    G. Irmscher, DirectorDate: March 8, 2011

By:

/s/  Edward
    A. OdishawEdward
    A. Odishaw, Director and Vice Chairman of the Board  56




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##### Table of Contents



EXHIBIT INDEX
  21
.1

SUBSIDIARIES OF THE COMPANY.23
.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.23
.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS.31
.1

RULE 13a-14(a)/15d-14(a)
    CERTIFICATION BY CHIEF EXECUTIVE OFFICER.31
.2

RULE 13a-14(a)/15d-14(a)
    CERTIFICATION BY CHIEF FINANCIAL OFFICER.32
.1

SECTION 1350 CERTIFICATION BY CHIEF EXECUTIVE OFFICER.32
.2

SECTION 1350 CERTIFICATION BY CHIEF FINANCIAL OFFICER.99
.1

REPORT OF INDEPENDENT PETROLEUM ENGINEERS.99
.2

MINE SAFETY DISCLOSURES.  57