SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.



                       FORM 8-K

                    CURRENT REPORT


           PURSUANT TO SECTION 13 OR 15(D) OF
          THE SECURITIES EXCHANGE ACT OF 1934



 Date of Report            February 9, 1994          
                -------------------------------------
                  (Date of earliest event reported)




                          LSB INDUSTRIES, INC.                           
               ---------------------------------------
       (Exact Name of Registrant as Specified in Its Charter)




    Delaware               1-7677                   73-1015226 
- ---------------         ------------              ---------------
(State of                (Commission              (I.R.S. Employer
Incorporation)           File No.)                Identification No.)



16 South Pennsylvania, Oklahoma City, Oklahoma         73107   
- ----------------------------------------------    -----------------
   (Address of Principal Executive Offices)         (Zip Code)



Registrant's Telephone Number, Including Area Code:         (405) 235-4546   
                                                          ------------------
Item 5.   Other Events.

          LSB Industries, Inc. ("LSB"), Prime Financial Corporation
("Prime"), a wholly-owned subsidiary of LSB (LSB and Prime are collectively
called the "Company"), and Fourth Financial Corporation ("Fourth") entered
into a Stock Purchase Agreement, dated as of February 9, 1994 (the "Stock
Purchase Agreement"), pursuant to which at the closing the Company has
agreed to sell, and Fourth has agreed to purchase, all of the issued and
outstanding shares of capital stock of Equity Bank for Savings, F.A. (the
"Bank"), pursuant and subject to the terms of the Agreement.  The Bank is a
wholly-owned subsidiary of Prime, and Prime is a wholly-owned subsidiary of
LSB.  The Bank comprises LSB's Financial Services Business.

          The consummation of the Stock Purchase Agreement is
conditioned upon, among other things, (i) the Company and Fourth obtaining
appropriate regulatory approvals, and (ii) the Company obtaining shareholder
approval.  Closing of the transactions contemplated by the Stock Purchase
Agreement is anticipated to occur on or before June 30, 1994.  If such is not
closed on or before June 30, 1994, the Stock Purchase Agreement shall
terminate unless extended by written agreement of the parties.

          The purchase price to be paid by Fourth to the Company for the
Bank at the closing of the transaction contemplated by the Stock Purchase
Agreement is estimated to be approximately $92 million.  The exact amount
of such purchase price is to be determined at the closing based on a formula
and is to be equal to the sum of the following: (i) the tangible book value of
the Bank (defined as the aggregate consolidated stockholders' equity of the
Bank, calculated in accordance with generally accepted accounting principles,
less the amounts in certain accounts relating to purchased mortgage servicing
rights, goodwill, and United BankCard goodwill, net of accumulated
amortization) at the closing, plus a premium over the Bank's tangible book
value of the following determined at the closing: (a) $9.3 million for the
Bank's credit card business, (b) 1% of the aggregate of the unpaid principal
balance at closing of the Bank's loans secured by fixed rate mortgages having
fully amortizing original terms of fifteen (15) years or less, excluding loans
originated after October 31, 1993, (c) 6% of the aggregate unpaid principal
balance at closing of the Bank's loans secured by fixed rate mortgages having
fully amortizing original terms in excess of fifteen (15) years but not more
than thirty (30) years, excluding loans originated after October 31, 1993, and
(d) 2% of the aggregate unpaid principal balance at the closing of the Bank's
loans secured by variable rate mortgages, excluding loans originated after
October 31, 1993; (ii) an amount at the closing equal to the unamortized
discount on the Bank's mortgages included in (i)(b), (c), and (d) above; (iii)
an amount at the closing equal to (a) 0.65% of the aggregate unpaid principal
balance of loans serviced by the Bank prior to March 1, 1993, on which the
Bank performs mortgage servicing (other than loans serviced for the account
of the Bank), (b) 1% of such balance on such loans serviced by the Bank that
were originated after March 31, 1993, secured by fixed or adjustable rate
mortgages of fully amortizing original terms of at least ten (10) but not more
than fifteen (15) years, and (c) 1.25% of such balance on such loans
originated on or after March 1, 1993, secured by fixed or adjustable rate
mortgages having original fully amortized terms of more than fifteen (15) but
not more than thirty (30) years; (iv) an amount obtained by subtracting the
"required reserve" (as defined below) from the Bank's actual loan loss reserve
account at the closing, with the "required reserve" meaning $2.7 million as
adjusted by the amount by which the Bank's loan loss account would have
been adjusted at the closing under normal and prudent banking practice to
reflect aggregate changes of at least $500,000 occurring subsequent to
October 31, 1993, in the quality of commercial and energy loans held by the
Bank on October 31, 1993, or originating since October 31, 1993, and not
reviewed in advance by Fourth; provided, that no such change in the quality
of a loan is to be included in the calculation to the extent such change has
been reflected in the tangible book value of the Bank at the closing or if such
change is less than $25,000; (v) to the extent not otherwise reflected in the
tangible book value of the Bank, an amount, either positive or negative, by
which the aggregate fair market value of the Bank's securities portfolio at the
closing differs from the Bank's book value of such portfolio at the closing; 
(vi) the difference, positive or negative, between the carrying value of the 
Bank's time deposits and the aggregate value of such deposits after repricing 
them to the Treasury yield curve at the closing; (vii) $10.5 million for the 
Bank's net operating loss; (viii) $11.0 million for the Bank's deposit balance; 
and, (ix) $1.4 million for certain of the Bank's branches.

       The percentages specified in (i)(b) and (c) immediately above are
determined utilizing the spread between the Bank's average portfolio yield
and FNMA required thirty (30) day yield as of August 31, 1993.  If, at the
time of the closing, such spreads have fluctuated by more than 0.25%, the
applicable percentages in such subparagraphs (i)(b) and (c) will be adjusted
up or down by one-fourth of 1% for each full one-eighth of 1% change in the
spread, in the case of loans with an original term of fifteen (15) years or 
less, and by three-eighths of 1% for each full one-eighth of 1% change, in the 
case of loans with an original term of more than fifteen (15) but not more than
thirty (30) years.

       Based on the above, the Company estimates that at the closing the
purchase price will be approximately $92 million, which amount is estimated
based upon estimates which cannot be definitively determined until the
closing.  Among other things, management of the Company has estimated the
Bank's earnings through March 31, 1994, in order to estimate tangible net
worth of the Bank, a major component of the purchase price, and made
estimates with respect to the other variables which make up the purchase
price.  The purchase price will be affected by the results of operations of and
the fluctuation of interest rates between the date of this report and the
closing.  Notwithstanding the foregoing, if the purchase price, as finally
determined at the closing, is less than $92 million, the Company may, at its
option, terminate the Stock Purchase Agreement.

          Under the Agreement, the Company has agreed to purchase
from the Bank at least one (1) business day prior to the closing those
subsidiaries of the Bank ("Retained Corporations") that hold any of the assets
contributed by the Company and several of its subsidiaries to a wholly-owned
subsidiary of the Bank at the time that the Company acquired the Bank in
March, 1988 (the "Transferred Assets").  The Company has agreed to
purchase such Retained Corporations for an amount equal to the Retained
Corporations' carrying value of the Transferred Assets at the time that the
Company acquires the Retained Corporations, which the Company anticipates
to be approximately $65.4 million.  Under the Agreement, the Company has
further agreed to purchase from the Bank at the closing (i) the loan and
mortgage on and an option to purchase the twenty-two (22) story Equity
Tower located in Oklahoma City, Oklahoma ("Equity Tower Loan"), for an
amount equal to the Bank's carrying value of such Equity Tower Loan at the
time of closing, and (ii) all other real estate owned by the Bank as a result of
foreclosure ("OREO") for an amount equal to the carrying value thereof as
shown on the books of the Bank at the closing.  As of December 31, 1993, the
carrying value of the Equity Tower Loan and the OREO on the books of the
Bank was approximately $20.5 million.  In addition, the Company has further
agreed under the Agreement to acquire from the Bank at the closing all
outstanding accounts receivable ("Receivables") previously sold by the
Company and certain other subsidiaries of the Company to the Bank under
various purchase agreements, dated March 8, 1988, which purchase
agreements were approved by the appropriate regulatory authority at such
time, that have not been previously repurchased as of the closing for the
aggregate carrying value of such Receivables on the books of the Bank as of
the closing.  As of February 18, 1994, there were approximately $25.8 million
of such Receivables outstanding on the books of the Bank.  The Company
anticipates, however, that if the closing occurs on or about June 30, 1994, that
there will be less than $10 million of such Receivables on the books of the
Bank at such closing.

          The Company anticipates, although there are no assurances, that
it will obtain from a subsidiary of Fourth (i) on a short-term basis, financing
to purchase the Retained Corporations from the Bank, which financing, plus
interest, will be repaid with a portion of the proceeds of the purchase price
received from Fourth as soon as possible after the closing, and (ii) a line of
credit to finance the accounts receivable of the Company and certain of its
subsidiaries, including those Receivables to be repurchased by the Company
from the Bank at closing.

          Under the Agreement, the Company has made certain
representations and warranties.  The Company has also agreed under the
Stock Purchase Agreement to indemnify Fourth and its wholly-owned
subsidiary, Bank IV Oklahoma, National Association ("Bank IV"), against,
among other things, (i) losses that may be sustained by them due to breach
of any representations or warranties made by the Company in the Stock
Purchase Agreement or failure by the Company to fulfill any agreement made
by the Company in the Stock Purchase Agreement, provided losses by Fourth
and Bank IV under (i) exceed $1 million in the aggregate, net of income tax
effect, and such liability by the Company shall not exceed $25 million; (ii) the
Bank's net operating loss for federal income tax purposes ("NOL") reducing
below $64 million if such a reduction is (a) due to a final action relating to
an audit or adjustment by the Internal Revenue Service and such is
retroactive to the period prior to the closing of the Agreement or (b)
attributable to the consolidated taxable income of LSB, provided that the
Company's liability for such reduction in the NOL of the Bank shall not
exceed an amount equal to the product of the dollar amount of such
reduction by a fraction, the numerator of which shall be $10.5 million and the
denominator shall be $64 million.  The Company has the option to be
released from its indemnification obligation relating to the Bank's NOL by
having the purchase price to be paid by Fourth reduced by $600,000 at the
closing.  The Company has further agreed to indemnify Fourth and Bank IV
against certain liabilities due to environmental matters relating to certain 
real estate, and such indemnification is not subject to the $1 million 
deductible and the $25 million maximum liability.

Item 7.  Financial Statements and Exhibits.

     (c) Exhibits.

     (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation
         or Succession.

          2.1  Stock Purchase Agreement, dated as of February 9, 1994,
between Fourth Financial Corporation, LSB Industries, Inc., and Prime
Financial Corporation.  Contained in the table of contents in the front of such
agreement is a reference to exhibits that are attached to such agreement but
not included with the agreement attached hereto.  The Company agrees to
furnish supplementally a copy of any omitted exhibit to the Commission upon
request.

                      SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.

Date:  February 22, 1994.                    LSB INDUSTRIES, INC.
                                             (Registrant)


                                        
                                           By___________________________
                                             Tony M. Shelby
                                             Senior Vice President and
                                             Chief Financial Officer
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SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.

                       FORM 8-K

                    CURRENT REPORT

           PURSUANT TO SECTION 13 OR 15(D) OF
          THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report            February 9, 1994          
                -------------------------------------
                  (Date of earliest event reported)

                          LSB INDUSTRIES, INC.                           
               ---------------------------------------
       (Exact Name of Registrant as Specified in Its Charter)

    Delaware               1-7677                   73-1015226 
- ---------------         ------------              ---------------
(State of                (Commission              (I.R.S. Employer
Incorporation)           File No.)                Identification No.)

16 South Pennsylvania, Oklahoma City, Oklahoma         73107   
- ----------------------------------------------    -----------------
   (Address of Principal Executive Offices)         (Zip Code)

Registrant's Telephone Number, Including Area Code:         (405) 235-4546   
                                                          ------------------
Item 5.   Other Events.

          LSB Industries, Inc. ("LSB"), Prime Financial Corporation
("Prime"), a wholly-owned subsidiary of LSB (LSB and Prime are collectively
called the "Company"), and Fourth Financial Corporation ("Fourth") entered
into a Stock Purchase Agreement, dated as of February 9, 1994 (the "Stock
Purchase Agreement"), pursuant to which at the closing the Company has
agreed to sell, and Fourth has agreed to purchase, all of the issued and
outstanding shares of capital stock of Equity Bank for Savings, F.A. (the
"Bank"), pursuant and subject to the terms of the Agreement.  The Bank is a
wholly-owned subsidiary of Prime, and Prime is a wholly-owned subsidiary of
LSB.  The Bank comprises LSB's Financial Services Business.

          The consummation of the Stock Purchase Agreement is
conditioned upon, among other things, (i) the Company and Fourth obtaining
appropriate regulatory approvals, and (ii) the Company obtaining shareholder
approval.  Closing of the transactions contemplated by the Stock Purchase
Agreement is anticipated to occur on or before June 30, 1994.  If such is not
closed on or before June 30, 1994, the Stock Purchase Agreement shall
terminate unless extended by written agreement of the parties.

          The purchase price to be paid by Fourth to the Company for the
Bank at the closing of the transaction contemplated by the Stock Purchase
Agreement is estimated to be approximately $92 million.  The exact amount
of such purchase price is to be determined at the closing based on a formula
and is to be equal to the sum of the following: (i) the tangible book value of
the Bank (defined as the aggregate consolidated stockholders' equity of the
Bank, calculated in accordance with generally accepted accounting principles,
less the amounts in certain accounts relating to purchased mortgage servicing
rights, goodwill, and United BankCard goodwill, net of accumulated
amortization) at the closing, plus a premium over the Bank's tangible book
value of the following determined at the closing: (a) $9.3 million for the
Bank's credit card business, (b) 1% of the aggregate of the unpaid principal
balance at closing of the Bank's loans secured by fixed rate mortgages having
fully amortizing original terms of fifteen (15) years or less, excluding loans
originated after October 31, 1993, (c) 6% of the aggregate unpaid principal
balance at closing of the Bank's loans secured by fixed rate mortgages having
fully amortizing original terms in excess of fifteen (15) years but not more
than thirty (30) years, excluding loans originated after October 31, 1993, and
(d) 2% of the aggregate unpaid principal balance at the closing of the Bank's
loans secured by variable rate mortgages, excluding loans originated after
October 31, 1993; (ii) an amount at the closing equal to the unamortized
discount on the Bank's mortgages included in (i)(b), (c), and (d) above; (iii)
an amount at the closing equal to (a) 0.65% of the aggregate unpaid principal
balance of loans serviced by the Bank prior to March 1, 1993, on which the
Bank performs mortgage servicing (other than loans serviced for the account
of the Bank), (b) 1% of such balance on such loans serviced by the Bank that
were originated after March 31, 1993, secured by fixed or adjustable rate
mortgages of fully amortizing original terms of at least ten (10) but not more
than fifteen (15) years, and (c) 1.25% of such balance on such loans
originated on or after March 1, 1993, secured by fixed or adjustable rate
mortgages having original fully amortized terms of more than fifteen (15) but
not more than thirty (30) years; (iv) an amount obtained by subtracting the
"required reserve" (as defined below) from the Bank's actual loan loss reserve
account at the closing, with the "required reserve" meaning $2.7 million as
adjusted by the amount by which the Bank's loan loss account would have
been adjusted at the closing under normal and prudent banking practice to
reflect aggregate changes of at least $500,000 occurring subsequent to
October 31, 1993, in the quality of commercial and energy loans held by the
Bank on October 31, 1993, or originating since October 31, 1993, and not
reviewed in advance by Fourth; provided, that no such change in the quality
of a loan is to be included in the calculation to the extent such change has
been reflected in the tangible book value of the Bank at the closing or if such
change is less than $25,000; (v) to the extent not otherwise reflected in the
tangible book value of the Bank, an amount, either positive or negative, by
which the aggregate fair market value of the Bank's securities portfolio at the
closing differs from the Bank's book value of such portfolio at the closing; 
(vi) the difference, positive or negative, between the carrying value of the 
Bank's time deposits and the aggregate value of such deposits after repricing 
them to the Treasury yield curve at the closing; (vii) $10.5 million for the 
Bank's net operating loss; (viii) $11.0 million for the Bank's deposit balance; 
and, (ix) $1.4 million for certain of the Bank's branches.

       The percentages specified in (i)(b) and (c) immediately above are
determined utilizing the spread between the Bank's average portfolio yield
and FNMA required thirty (30) day yield as of August 31, 1993.  If, at the
time of the closing, such spreads have fluctuated by more than 0.25%, the
applicable percentages in such subparagraphs (i)(b) and (c) will be adjusted
up or down by one-fourth of 1% for each full one-eighth of 1% change in the
spread, in the case of loans with an original term of fifteen (15) years or 
less, and by three-eighths of 1% for each full one-eighth of 1% change, in the 
case of loans with an original term of more than fifteen (15) but not more than
thirty (30) years.

       Based on the above, the Company estimates that at the closing the
purchase price will be approximately $92 million, which amount is estimated
based upon estimates which cannot be definitively determined until the
closing.  Among other things, management of the Company has estimated the
Bank's earnings through March 31, 1994, in order to estimate tangible net
worth of the Bank, a major component of the purchase price, and made
estimates with respect to the other variables which make up the purchase
price.  The purchase price will be affected by the results of operations of and
the fluctuation of interest rates between the date of this report and the
closing.  Notwithstanding the foregoing, if the purchase price, as finally
determined at the closing, is less than $92 million, the Company may, at its
option, terminate the Stock Purchase Agreement.

          Under the Agreement, the Company has agreed to purchase
from the Bank at least one (1) business day prior to the closing those
subsidiaries of the Bank ("Retained Corporations") that hold any of the assets
contributed by the Company and several of its subsidiaries to a wholly-owned
subsidiary of the Bank at the time that the Company acquired the Bank in
March, 1988 (the "Transferred Assets").  The Company has agreed to
purchase such Retained Corporations for an amount equal to the Retained
Corporations' carrying value of the Transferred Assets at the time that the
Company acquires the Retained Corporations, which the Company anticipates
to be approximately $65.4 million.  Under the Agreement, the Company has
further agreed to purchase from the Bank at the closing (i) the loan and
mortgage on and an option to purchase the twenty-two (22) story Equity
Tower located in Oklahoma City, Oklahoma ("Equity Tower Loan"), for an
amount equal to the Bank's carrying value of such Equity Tower Loan at the
time of closing, and (ii) all other real estate owned by the Bank as a result of
foreclosure ("OREO") for an amount equal to the carrying value thereof as
shown on the books of the Bank at the closing.  As of December 31, 1993, the
carrying value of the Equity Tower Loan and the OREO on the books of the
Bank was approximately $20.5 million.  In addition, the Company has further
agreed under the Agreement to acquire from the Bank at the closing all
outstanding accounts receivable ("Receivables") previously sold by the
Company and certain other subsidiaries of the Company to the Bank under
various purchase agreements, dated March 8, 1988, which purchase
agreements were approved by the appropriate regulatory authority at such
time, that have not been previously repurchased as of the closing for the
aggregate carrying value of such Receivables on the books of the Bank as of
the closing.  As of February 18, 1994, there were approximately $25.8 million
of such Receivables outstanding on the books of the Bank.  The Company
anticipates, however, that if the closing occurs on or about June 30, 1994, that
there will be less than $10 million of such Receivables on the books of the
Bank at such closing.

          The Company anticipates, although there are no assurances, that
it will obtain from a subsidiary of Fourth (i) on a short-term basis, financing
to purchase the Retained Corporations from the Bank, which financing, plus
interest, will be repaid with a portion of the proceeds of the purchase price
received from Fourth as soon as possible after the closing, and (ii) a line of
credit to finance the accounts receivable of the Company and certain of its
subsidiaries, including those Receivables to be repurchased by the Company
from the Bank at closing.

          Under the Agreement, the Company has made certain
representations and warranties.  The Company has also agreed under the
Stock Purchase Agreement to indemnify Fourth and its wholly-owned
subsidiary, Bank IV Oklahoma, National Association ("Bank IV"), against,
among other things, (i) losses that may be sustained by them due to breach
of any representations or warranties made by the Company in the Stock
Purchase Agreement or failure by the Company to fulfill any agreement made
by the Company in the Stock Purchase Agreement, provided losses by Fourth
and Bank IV under (i) exceed $1 million in the aggregate, net of income tax
effect, and such liability by the Company shall not exceed $25 million; (ii) the
Bank's net operating loss for federal income tax purposes ("NOL") reducing
below $64 million if such a reduction is (a) due to a final action relating to
an audit or adjustment by the Internal Revenue Service and such is
retroactive to the period prior to the closing of the Agreement or (b)
attributable to the consolidated taxable income of LSB, provided that the
Company's liability for such reduction in the NOL of the Bank shall not
exceed an amount equal to the product of the dollar amount of such
reduction by a fraction, the numerator of which shall be $10.5 million and the
denominator shall be $64 million.  The Company has the option to be
released from its indemnification obligation relating to the Bank's NOL by
having the purchase price to be paid by Fourth reduced by $600,000 at the
closing.  The Company has further agreed to indemnify Fourth and Bank IV
against certain liabilities due to environmental matters relating to certain 
real estate, and such indemnification is not subject to the $1 million 
deductible and the $25 million maximum liability.

Item 7.  Financial Statements and Exhibits.

     (c) Exhibits.

     (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation
         or Succession.

          2.1  Stock Purchase Agreement, dated as of February 9, 1994,
between Fourth Financial Corporation, LSB Industries, Inc., and Prime
Financial Corporation.  Contained in the table of contents in the front of such
agreement is a reference to exhibits that are attached to such agreement but
not included with the agreement attached hereto.  The Company agrees to
furnish supplementally a copy of any omitted exhibit to the Commission upon
request.

                      SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.

Date:  February 22, 1994.                    LSB INDUSTRIES, INC.
                                             (Registrant)

                                        
                                           By___________________________
                                             Tony M. Shelby
                                             Senior Vice President and
                                             Chief Financial Officer