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




                                   May 26, 1994
                Date of Report_________________________________
                              (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 2.     Acquisition or Disposition of Assets.

            On May 26, 1994, 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") consummated the sale by the Company, and the purchase by Fourth, of
all of the issued and outstanding shares of capital stock of Equity Bank for
Savings, F.A.  ("Equity Bank"),  pursuant to the terms of a Stock Purchase
Agreement, dated as of February 9, 1994 (the "Stock Purchase Agreement"). 
Equity Bank was a wholly-owned subsidiary of Prime, and Prime is a wholly-
owned subsidiary of LSB.

            Equity Bank comprised LSB's Financial Services Business, which
offered retail banking services, mortgage, consumer and commercial lending,
and other related financial products and services through fifteen (15) branch
offices located in the Oklahoma City metropolitan area and western Oklahoma. 
In addition, the Financial Services Business operated an Oklahoma-based credit
card division in order to complement its consumer lending activities. 

            The purchase price ("Purchase Price") paid by Fourth for Equity
Bank under the Stock Purchase Agreement at the closing was $92,055,850.  The
exact amount of the Purchase price was determined at the closing based on the
following formula: (i) $44,646,387, representing the tangible book value of
Equity Bank (defined as the aggregate consolidated stockholder's equity of
Equity Bank, less the amounts in the accounts relating to purchased mortgage
servicing rights, goodwill, and United BankCard goodwill) at the closing, plus
(ii) $9.3 million for Equity Bank's credit card business, (iii) $509,925,
representing as of the closing (a) 1% of the aggregate of the unpaid principal
balance at Closing of Equity 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, (b) 6% of the aggregate
unpaid principal balance at closing of Equity 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 (c) 2% of the aggregate unpaid principal balance
at closing of Equity Bank's loans secured by variable rate mortages, excluding
loans originated after October 31, 1993; (iv) $9,657,336, representing the
unamortized discount on Equity Bank's mortgages included in (iii) (a), (b),
and (c) above; (v) $1,691,422, representing as of the closing (a) 0.65% of the
aggregate unpaid principal balance of loans serviced by Equity Bank prior to
March 1, 1993, on which Equity Bank performs mortgage servicing (other than
loans serviced for the account of Equity Bank), (b) 1% of such balance on such
loans serviced by Equity Bank that were originated after March 1, 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; (vi) $2,954,091,
representing an amount obtained by subtracting the "required reserve" (as
defined below) from Equity Bank's actual loan loss reserve account at the
Closing, with the "required reserve" meaning $2.6 million as adjusted by the
amount by which Equity 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, or
originating since October 31, 1993, and not reviewed in advance by Fourth;
provided, that no such change in the quality of a loan was included in the
calculation to the extent such change was reflected in the tangible book value
of Equity Bank at the closing or if such change was less than $25,000;  (vii)
$2,259,359, representing the difference between the carrying value of Equity
Bank's time deposits and the aggregate value of such deposits after repricing
them to the Treasury yield curve at the Closing; (viii) $10.5 million for
Equity Bank's net operating loss carryforward; (ix) $11.0 million for Equity
Bank's deposit balances; and, (x) $1.4 million for certain of Equity Bank's
branches; less (xi) $1,862,670, representing the amount by which the aggregate
fair market value of Equity Bank's securities portfolio at the closing
differed from Equity Bank's book value of such portfolio at the Closing to the
extent not otherwise reflected in the calculations of the tangible book value
of Equity Bank.

            Pursuant to the Stock Purchase Agreement, the Company purchased
from Equity Bank on May 25, 1994, those subsidiaries of Equity Bank ("Retained
Corporations") that hold any of the assets contributed by the Company and
several of its subsidiaries to a wholly-owned subsidiary of Equity Bank at the
time that the Company acquired Equity Bank in March, 1988 (the "Transferred
Assets").  The Company purchased such Retained Corporations for $67,421,363,
representing an amount equal to the Retained Corporations' carrying value of
the Transferred Assets at Closing.  Under the Stock Purchase Agreement, the
Company further purchased from Equity 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 $13,967,500, 
which amount is equal to Equity Bank's carrying value of such Equity Tower
Loan at the time of Closing; (ii) all other real estate owned by Equity Bank
as a result of foreclosure ("OREO") for $3,597,836, which amount is equal to
the carrying value thereof as shown on the books of Equity Bank at the
Closing, and (iii) certain loans in the principal amount of $1,213,723 owned
by Equity Bank that Equity has charged off or written down (the "Loans") for a
purchase price of $370,084,  representing the net book value of each loan that
has been written down and $1.00 in the case of each loan that has been charged
off.  In addition, pursuant to the Stock Purchase Agreement, the Company
further acquired from Equity Bank at the Closing all outstanding accounts
receivable owned by Equity Bank at the Closing ("Receivables") previously sold
by the Company and certain other subsidiaries of the Company to Equity Bank
under various purchase agreements, dated March 8, 1988, which purchase
agreements were approved by the appropriate regulatory authority at such time,
for the aggregate carrying value of such Receivables on the books of Equity
Bank as of the Closing equal to $6,966,174.

            The Company also exercised its option to be released from its
obligations to indemnify Fourth regarding Equity Bank's net operating loss
carryovers by paying $600,000 to Fourth from the sale proceeds.

            To assist the Company in the consummation of the transactions
described in the preceding paragraph, the Company obtained from Fourth, for
one day,  financing in the amount of $67,421,363 to purchase the Retained
Corporations from Equity Bank, which financing was repaid together with
interest thereon on May 26, 1994.  The Company paid $23,990,434 of the total
$24,901,539 paid by the Company to purchase the Equity Tower Loan, OREO
properties, the Loans, and the Receivables from the proceeds of the purchase
price received from Fourth to the extent of the amount of such proceeds.  The
remaining amount paid by the Company for the Equity Loan, OREO properties, the
Loans and the Receivables in excess of the proceeds of the purchase price
received from Fourth was $911,105, which amount was paid from the Company's
working capital funds.

            In addition to the foregoing, the Company purchased at Closing
from Bank IV Oklahoma, National Association, a subsidiary of Fourth ("Bank
IV"), loans in the orignal principal amount of approximately $4,600,000 for a
purchase price of $2,660,000 which purchase price was paid from the Company's
working capital funds.  The Company is currently negotiating with Bank IV to
obtain financing on a short term basis to restore the $2,660,000 of working
capital which was utilized to purchase such loans.

Item 7.     Financial Statements and Exhibits.

      (a)   Financial Statements of Business Acquired - Not applicable.

      (b)   Pro forma Financial Information.  The following unaudited pro
forma financial information has been included as required by the rules of the
Securities and Exchange Commission and is provided for comparative purposes
only.  The unaudited pro forma information presented is based upon, and should
be read in conjunction with, the historical financial statements of the
Company.  The pro forma information presented does not purport to represent
the actual results which would have occurred if the transaction reported
herein had been consummated on the dates before the period indicated, nor is
it indicative of the operating results in any future period.

      Pro Forma Condensed Consolidated Balance Sheet                    
      (Unaudited) March 31, 1994                                        P-2

      Pro Forma Condensed Consolidated Statement of Income        
      (Unaudited), year ended December 31, 1993                         P-3

      Pro Forma Condensed Consolidated Statement of Income
      (Unaudited), three months ended March 31, 1994                    P-4

      Pro Forma Condensed Consolidated Statement of Income
      (Unaudited), three months ended March 31, 1993                    P-5
                                                                  
      Notes to Pro Forma Condensed Consolidated Financial
      Statements  (Unaudited)                                           P-6

      (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.  The Stock Purchase Agreement is attached as Exhibit 2
to the Form 8-K, dated February 9, 1994, and is incorporated herein by
reference.

            2.2  Second Supplemental Agreement, dated as of May 25, 1994,
among Fourth Financial Corporation, LSB Industries Inc., and Prime Financial
Corporation.

                                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:  June 10, 1994                            LSB INDUSTRIES, INC.
                                                (Registrant)


                                                By /s/ Tony M. Shelby
                                                ______________________
                                                Tony M. Shelby
                                                Senior Vice President and
                                                Chief Financial Officer

The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1994, and the Pro Forma Condensed Consolidated Statements of Income
for the periods ended December 31, 1993, March 31, 1994, and  March 31, 1993,
are presented to give effect to the sale of Equity Bank.

The pro forma adjustments reflected herein are based on available information
and certain assumptions that the Company's management believes are reasonable. 
Pro forma adjustments made in the Pro Forma Condensed Consolidated Balance
Sheet assume that the sale of Equity Bank was consummated on March 31, 1994,
and do not reflect the impact of Equity Bank's historical operating results or
changes in other balance sheet amounts subsequent to March 31, 1994.  The pro
forma adjustments related to the Pro Forma Condensed Consolidated Statements
of Income assume that the sale of Equity Bank was consummated on January 1,
1994 for the period ended March 31, 1994 and January 1, 1993 for the periods
ended March 31, 1993 and December 31, 1993.

The Pro Forma Condensed Consolidated Balance Sheet and Pro Forma Condensed
Consolidated Statements of Income are based on assumptions and approximations
and, therefore, do not reflect in precise numerical terms the impact of the
transaction on the historical financial statements.  In addition, such pro
forma financial statements should not be used as a basis for forecasting the
future operations of the Company.



































                                    P-1                                       
<TABLE>

   Pro Forma Condensed Consolidated Balance Sheet
                                                           (Unaudited)

                                                       March 31, 1994   
                                         _____________________________________________
                                                          Pro Forma           
                                                          Adjustments         
                                                      ___________________       As     
                                           Actual    (Note A)     (Note B)   Adjusted
                                                  ____________________________________
                                                  (Amounts in thousands)
<S>                                       <C>         <C>       <C>          <C> 
Assets
Cash and cash equivalents                 $ 21,015    $67,421   $  (80,745)  $   7,691 
Trade accounts receivable                   57,525                              57,525 
Loans                                      127,424                (127,424)          - 
Mortgage-backed and investment
  securities                               211,660                (211,660)          - 
Inventories                                 47,948                              47,948 
Foreclosed real estate                      18,618                  (3,929)     14,689 
Net property, plant and equipment           68,212                  (7,854)     60,358
Excess of purchase price over net 
  assets acquired                           21,302                 (16,257)      5,045
Other assets                                12,099                  (2,835)      9,264
                                           ___________________________________________
                                          $585,803     $67,421   $(450,704)   $202,520 
                                           ===========================================

Liabilities, preferred and common
  stocks and other stockholders'
  equity
Liabilities:                          
  Deposits                                $326,052     $         $(326,052)   $      - 
  Notes payable                                  -      67,421     (67,421)          - 
  Securities sold under agreements
    to repurchase                           24,233                 (24,233)          - 
  Other liabilities                         43,249                  (1,468)     41,781 
  Federal Home Loan Bank advances           62,650                 (62,650)          - 
  Long-term debt                            53,511                   6,120      59,631 
                                           ___________________________________________
                                           509,695      67,421    (475,704)    101,412 
Redeemable, noncumulative, 
  convertible preferred stock                  154                                 154 
Total non-redeemable preferred 
  stock, common stock and other 
  stockholders' equity                      75,954                  25,000     100,954 
                                           ___________________________________________
                                           585,803     $67,421   $(450,704)   $202,520 
                                           ===========================================
</TABLE>
                                    





                                                               P-2

                Pro Forma Condensed Consolidated Statement of Income
                                     (Unaudited)

                                             Year ended  December 31, 1993   
                                       ________________________________________
                                                    Pro Forma         As    
                                        Actual     Adjustments     Adjusted
                                       ________________________________________
                                (Amounts in thousands, except per share amounts)
Revenues:
  Net sales                            $232,616                     $232,616 
  Interest income on loans and
    investments                          27,761   $(27,521)(C)           240 
  Credit card and other                  16,217    (14,315)(C)               
                                                       213 (D)         2,115 
                                        ____________________________________
Total revenues                          276,594    (41,623)          234,971 

Costs and expenses:
  Cost of sales                         174,504              -       174,504 
  Selling, general and administrative:
    Financial services                   21,549    (21,549)(C)             - 
    Nonfinancial services                43,864       (750)(C)               
                                                       133 (D)        43,247 

Interest:
  Deposits                               12,505    (12,505)(C)             - 
  Long-term debt and other                9,517     (2,010)(C)
                                                      (781)(D)         6,726 
Provision for loan losses                 1,382     (1,382)(C)             - 
                                        ____________________________________
                                        263,321    (38,844)          224,477 
                                        ____________________________________
Income from continuing operations
  before provision for income taxes      13,273     (2,779)           10,494 

Provision for income taxes                  874       (460)(C)               
                                                       557 (D)           971 
                                        ____________________________________
Income from continuing operations      $ 12,399   $ (2,876)         $  9,523 
                                        ====================================
Income from continuing operations
  applicable to common stock           $ 10,357                     $  7,481 
                                        =======                      =======
Earnings from continuing operations
  per common share:                   

    Primary                                $.77                         $.59 
                                        =======                      =======
    Fully diluted                          $.71                         $.55 
                                        =======                      ======= 


                                                               P-3

                  Pro Forma Condensed Consolidated Statement of Income
                                         (Unaudited)

                                          Three months ended March 31, 1994 
                                     __________________________________________
                                                    Pro Forma           As    
                                        Actual     Adjustments       Adjusted
                                     _________________________________________
                               (Amounts in thousands, except per share amounts)

Revenues:
  Net sales                             $63,851    $                 $63,851 
  Interest income on loans and
    investments                           6,881     (6,830)(C)            51 
  Credit card and other                   2,725     (2,679)(C)               
                                                       403 (D)           449 
                                       _____________________________________
Total revenues                           73,457     (9,106)           64,351 

Costs and expenses:
  Cost of sales                          49,493              -        49,493 
  Selling, general and administrative:
    Financial services                    5,514     (5,514)(C)             - 
    Nonfinancial services                11,219        (75)(C)               
                                                        24 (D)        11,168 

Interest:
  Deposits                                3,195     (3,195)(C)             - 
  Long-term debt and other                1,681       (124)(D)         1,557 
                                        ____________________________________
                                         71,102     (8,884)           62,218 
                                        ____________________________________
Income from continuing operations
  before provision for income taxes       2,355       (222)            2,133 

Provision for income taxes                  152                          152 
                                        ____________________________________
Income from continuing operations       $ 2,203     $ (222)          $ 1,981 
                                        ====================================
Income from continuing operations
  applicable to common stock            $ 1,380                      $ 1,158 
                                        =======                      =======
Earnings from continuing operations
  per common share:                   

    Primary                                $.10                         $.08 
                                         ======                      =======
    Fully diluted                          $.10                         $.08 
                                         ======                      =======




                                                               P-4

              Pro Forma Condensed Consolidated Statement of Income
                                    (Unaudited)

                                           Three Months ended  March 31, 1993
                                         ______________________________________
                                                    Pro Forma           As    
                                         Actual    Adjustments       Adjusted
                                        _______________________________________
                                (Amounts in thousands, except per share amounts)
Revenues:
  Net sales                             $52,596   $                  $52,596 
  Interest income on loans and
    investments                           6,874     (6,855)(C)            19 
  Credit card and other                   3,612     (3,269)(C)               
                                                       434 (D)           777 
                                        ____________________________________
Total revenues                           63,082     (9,690)           53,392 

Costs and expenses:
  Cost of sales                          39,311              -        39,311 
  Selling, general and administrative:
    Financial services                    5,328     (5,328)(C)             - 
    Nonfinancial services                 9,631        (38)(C)               
                                                        24 (D)         9,617 

Interest:
  Deposits                                3,846     (3,846)(C)             - 
  Long-term debt and other                2,183       (162)(D)         2,021 
                                        ____________________________________
                                         60,299     (9,350)           50,949 
                                        ____________________________________
Income from continuing operations
  before provision for income taxes       2,783       (340)            2,443 

Provision for income taxes                  125                          125 
                                        ____________________________________
Income from continuing operations       $ 2,658    $  (340)          $ 2,318 
                                        ====================================
Income from continuing operations
  applicable to common stock            $ 2,580                      $ 2,240 
                                        =======                      =======
Earnings from continuing operations
  per common share:                   

    Primary                                $.25                         $.22 
                                        =======                      =======
    Fully diluted                          $.18                         $.15 
                                        =======                      ======= 


                                                               P-5
Note A

Pro forma adjustment to recognize the cash required by the Company to purchase
the Retained Corporations from Equity Bank prior to the sale of Equity Bank to
the Purchaser.   The borrowed funds plus interest were repaid from the
proceeds of the sale of Equity Bank.  As the carrying value of the Retained
Assets and Retained Corporations on a consolidated basis did not change as a
result of the purchase, no adjustment to such carrying value is necessary.

Note B

Pro forma adjustment to recognize the sale of Equity Bank as though
consummated on March 31, 1994.  The adjustment is based on the selling price
of $92 million resulting in an estimated financial gain of $25 million after
consideration of costs of the transaction.

Note C

Reclassification of revenues and expenses of Equity Bank as a discontinued
operation of the Company for the period presented.

Note D

Pro forma adjustments to reflect the estimated effect on earnings of acquiring
the Retained Assets.  These include reduced interest expense on financing of
the Company's accounts receivable with a new lender and the earnings on real
estate assets acquired as Retained Assets.




























                                    P-6
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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

                                   May 26, 1994
                Date of Report_________________________________
                              (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 2.     Acquisition or Disposition of Assets.

            On May 26, 1994, 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") consummated the sale by the Company, and the purchase by Fourth, of
all of the issued and outstanding shares of capital stock of Equity Bank for
Savings, F.A.  ("Equity Bank"),  pursuant to the terms of a Stock Purchase
Agreement, dated as of February 9, 1994 (the "Stock Purchase Agreement"). 
Equity Bank was a wholly-owned subsidiary of Prime, and Prime is a wholly-
owned subsidiary of LSB.

            Equity Bank comprised LSB's Financial Services Business, which
offered retail banking services, mortgage, consumer and commercial lending,
and other related financial products and services through fifteen (15) branch
offices located in the Oklahoma City metropolitan area and western Oklahoma. 
In addition, the Financial Services Business operated an Oklahoma-based credit
card division in order to complement its consumer lending activities. 

            The purchase price ("Purchase Price") paid by Fourth for Equity
Bank under the Stock Purchase Agreement at the closing was $92,055,850.  The
exact amount of the Purchase price was determined at the closing based on the
following formula: (i) $44,646,387, representing the tangible book value of
Equity Bank (defined as the aggregate consolidated stockholder's equity of
Equity Bank, less the amounts in the accounts relating to purchased mortgage
servicing rights, goodwill, and United BankCard goodwill) at the closing, plus
(ii) $9.3 million for Equity Bank's credit card business, (iii) $509,925,
representing as of the closing (a) 1% of the aggregate of the unpaid principal
balance at Closing of Equity 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, (b) 6% of the aggregate
unpaid principal balance at closing of Equity 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 (c) 2% of the aggregate unpaid principal balance
at closing of Equity Bank's loans secured by variable rate mortages, excluding
loans originated after October 31, 1993; (iv) $9,657,336, representing the
unamortized discount on Equity Bank's mortgages included in (iii) (a), (b),
and (c) above; (v) $1,691,422, representing as of the closing (a) 0.65% of the
aggregate unpaid principal balance of loans serviced by Equity Bank prior to
March 1, 1993, on which Equity Bank performs mortgage servicing (other than
loans serviced for the account of Equity Bank), (b) 1% of such balance on such
loans serviced by Equity Bank that were originated after March 1, 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; (vi) $2,954,091,
representing an amount obtained by subtracting the "required reserve" (as
defined below) from Equity Bank's actual loan loss reserve account at the
Closing, with the "required reserve" meaning $2.6 million as adjusted by the
amount by which Equity 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, or
originating since October 31, 1993, and not reviewed in advance by Fourth;
provided, that no such change in the quality of a loan was included in the
calculation to the extent such change was reflected in the tangible book value
of Equity Bank at the closing or if such change was less than $25,000;  (vii)
$2,259,359, representing the difference between the carrying value of Equity
Bank's time deposits and the aggregate value of such deposits after repricing
them to the Treasury yield curve at the Closing; (viii) $10.5 million for
Equity Bank's net operating loss carryforward; (ix) $11.0 million for Equity
Bank's deposit balances; and, (x) $1.4 million for certain of Equity Bank's
branches; less (xi) $1,862,670, representing the amount by which the aggregate
fair market value of Equity Bank's securities portfolio at the closing
differed from Equity Bank's book value of such portfolio at the Closing to the
extent not otherwise reflected in the calculations of the tangible book value
of Equity Bank.

            Pursuant to the Stock Purchase Agreement, the Company purchased
from Equity Bank on May 25, 1994, those subsidiaries of Equity Bank ("Retained
Corporations") that hold any of the assets contributed by the Company and
several of its subsidiaries to a wholly-owned subsidiary of Equity Bank at the
time that the Company acquired Equity Bank in March, 1988 (the "Transferred
Assets").  The Company purchased such Retained Corporations for $67,421,363,
representing an amount equal to the Retained Corporations' carrying value of
the Transferred Assets at Closing.  Under the Stock Purchase Agreement, the
Company further purchased from Equity 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 $13,967,500, 
which amount is equal to Equity Bank's carrying value of such Equity Tower
Loan at the time of Closing; (ii) all other real estate owned by Equity Bank
as a result of foreclosure ("OREO") for $3,597,836, which amount is equal to
the carrying value thereof as shown on the books of Equity Bank at the
Closing, and (iii) certain loans in the principal amount of $1,213,723 owned
by Equity Bank that Equity has charged off or written down (the "Loans") for a
purchase price of $370,084,  representing the net book value of each loan that
has been written down and $1.00 in the case of each loan that has been charged
off.  In addition, pursuant to the Stock Purchase Agreement, the Company
further acquired from Equity Bank at the Closing all outstanding accounts
receivable owned by Equity Bank at the Closing ("Receivables") previously sold
by the Company and certain other subsidiaries of the Company to Equity Bank
under various purchase agreements, dated March 8, 1988, which purchase
agreements were approved by the appropriate regulatory authority at such time,
for the aggregate carrying value of such Receivables on the books of Equity
Bank as of the Closing equal to $6,966,174.

            The Company also exercised its option to be released from its
obligations to indemnify Fourth regarding Equity Bank's net operating loss
carryovers by paying $600,000 to Fourth from the sale proceeds.

            To assist the Company in the consummation of the transactions
described in the preceding paragraph, the Company obtained from Fourth, for
one day,  financing in the amount of $67,421,363 to purchase the Retained
Corporations from Equity Bank, which financing was repaid together with
interest thereon on May 26, 1994.  The Company paid $23,990,434 of the total
$24,901,539 paid by the Company to purchase the Equity Tower Loan, OREO
properties, the Loans, and the Receivables from the proceeds of the purchase
price received from Fourth to the extent of the amount of such proceeds.  The
remaining amount paid by the Company for the Equity Loan, OREO properties, the
Loans and the Receivables in excess of the proceeds of the purchase price
received from Fourth was $911,105, which amount was paid from the Company's
working capital funds.

            In addition to the foregoing, the Company purchased at Closing
from Bank IV Oklahoma, National Association, a subsidiary of Fourth ("Bank
IV"), loans in the orignal principal amount of approximately $4,600,000 for a
purchase price of $2,660,000 which purchase price was paid from the Company's
working capital funds.  The Company is currently negotiating with Bank IV to
obtain financing on a short term basis to restore the $2,660,000 of working
capital which was utilized to purchase such loans.

Item 7.     Financial Statements and Exhibits.

      (a)   Financial Statements of Business Acquired - Not applicable.

      (b)   Pro forma Financial Information.  The following unaudited pro
forma financial information has been included as required by the rules of the
Securities and Exchange Commission and is provided for comparative purposes
only.  The unaudited pro forma information presented is based upon, and should
be read in conjunction with, the historical financial statements of the
Company.  The pro forma information presented does not purport to represent
the actual results which would have occurred if the transaction reported
herein had been consummated on the dates before the period indicated, nor is
it indicative of the operating results in any future period.

      Pro Forma Condensed Consolidated Balance Sheet                    
      (Unaudited) March 31, 1994                                        P-2

      Pro Forma Condensed Consolidated Statement of Income        
      (Unaudited), year ended December 31, 1993                         P-3

      Pro Forma Condensed Consolidated Statement of Income
      (Unaudited), three months ended March 31, 1994                    P-4

      Pro Forma Condensed Consolidated Statement of Income
      (Unaudited), three months ended March 31, 1993                    P-5
                                                                  
      Notes to Pro Forma Condensed Consolidated Financial
      Statements  (Unaudited)                                           P-6

      (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.  The Stock Purchase Agreement is attached as Exhibit 2
to the Form 8-K, dated February 9, 1994, and is incorporated herein by
reference.

            2.2  Second Supplemental Agreement, dated as of May 25, 1994,
among Fourth Financial Corporation, LSB Industries Inc., and Prime Financial
Corporation.

                                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:  June 10, 1994                            LSB INDUSTRIES, INC.
                                                (Registrant)

                                                By /s/ Tony M. Shelby
                                                ______________________
                                                Tony M. Shelby
                                                Senior Vice President and
                                                Chief Financial Officer

The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1994, and the Pro Forma Condensed Consolidated Statements of Income
for the periods ended December 31, 1993, March 31, 1994, and  March 31, 1993,
are presented to give effect to the sale of Equity Bank.

The pro forma adjustments reflected herein are based on available information
and certain assumptions that the Company's management believes are reasonable. 
Pro forma adjustments made in the Pro Forma Condensed Consolidated Balance
Sheet assume that the sale of Equity Bank was consummated on March 31, 1994,
and do not reflect the impact of Equity Bank's historical operating results or
changes in other balance sheet amounts subsequent to March 31, 1994.  The pro
forma adjustments related to the Pro Forma Condensed Consolidated Statements
of Income assume that the sale of Equity Bank was consummated on January 1,
1994 for the period ended March 31, 1994 and January 1, 1993 for the periods
ended March 31, 1993 and December 31, 1993.

The Pro Forma Condensed Consolidated Balance Sheet and Pro Forma Condensed
Consolidated Statements of Income are based on assumptions and approximations
and, therefore, do not reflect in precise numerical terms the impact of the
transaction on the historical financial statements.  In addition, such pro
forma financial statements should not be used as a basis for forecasting the
future operations of the Company.

                                    P-1                                       

   Pro Forma Condensed Consolidated Balance Sheet
                                                           (Unaudited)

                                                       March 31, 1994   
                                         _____________________________________________
                                                          Pro Forma           
                                                          Adjustments         
                                                      ___________________       As     
                                           Actual    (Note A)     (Note B)   Adjusted
                                                  ____________________________________
                                                  (Amounts in thousands)
Assets
Cash and cash equivalents                 $ 21,015    $67,421   $  (80,745)  $   7,691 
Trade accounts receivable                   57,525                              57,525 
Loans                                      127,424                (127,424)          - 
Mortgage-backed and investment
  securities                               211,660                (211,660)          - 
Inventories                                 47,948                              47,948 
Foreclosed real estate                      18,618                  (3,929)     14,689 
Net property, plant and equipment           68,212                  (7,854)     60,358
Excess of purchase price over net 
  assets acquired                           21,302                 (16,257)      5,045
Other assets                                12,099                  (2,835)      9,264
                                           ___________________________________________
                                          $585,803     $67,421   $(450,704)   $202,520 
                                           ===========================================

Liabilities, preferred and common
  stocks and other stockholders'
  equity
Liabilities:                          
  Deposits                                $326,052     $         $(326,052)   $      - 
  Notes payable                                  -      67,421     (67,421)          - 
  Securities sold under agreements
    to repurchase                           24,233                 (24,233)          - 
  Other liabilities                         43,249                  (1,468)     41,781 
  Federal Home Loan Bank advances           62,650                 (62,650)          - 
  Long-term debt                            53,511                   6,120      59,631 
                                           ___________________________________________
                                           509,695      67,421    (475,704)    101,412 
Redeemable, noncumulative, 
  convertible preferred stock                  154                                 154 
Total non-redeemable preferred 
  stock, common stock and other 
  stockholders' equity                      75,954                  25,000     100,954 
                                           ___________________________________________
                                           585,803     $67,421   $(450,704)   $202,520 
                                           ===========================================
P-2

                Pro Forma Condensed Consolidated Statement of Income
                                     (Unaudited)

                                             Year ended  December 31, 1993   
                                       ________________________________________
                                                    Pro Forma         As    
                                        Actual     Adjustments     Adjusted
                                       ________________________________________
                                (Amounts in thousands, except per share amounts)
Revenues:
  Net sales                            $232,616                     $232,616 
  Interest income on loans and
    investments                          27,761   $(27,521)(C)           240 
  Credit card and other                  16,217    (14,315)(C)               
                                                       213 (D)         2,115 
                                        ____________________________________
Total revenues                          276,594    (41,623)          234,971 

Costs and expenses:
  Cost of sales                         174,504              -       174,504 
  Selling, general and administrative:
    Financial services                   21,549    (21,549)(C)             - 
    Nonfinancial services                43,864       (750)(C)               
                                                       133 (D)        43,247 

Interest:
  Deposits                               12,505    (12,505)(C)             - 
  Long-term debt and other                9,517     (2,010)(C)
                                                      (781)(D)         6,726 
Provision for loan losses                 1,382     (1,382)(C)             - 
                                        ____________________________________
                                        263,321    (38,844)          224,477 
                                        ____________________________________
Income from continuing operations
  before provision for income taxes      13,273     (2,779)           10,494 

Provision for income taxes                  874       (460)(C)               
                                                       557 (D)           971 
                                        ____________________________________
Income from continuing operations      $ 12,399   $ (2,876)         $  9,523 
                                        ====================================
Income from continuing operations
  applicable to common stock           $ 10,357                     $  7,481 
                                        =======                      =======
Earnings from continuing operations
  per common share:                   

    Primary                                $.77                         $.59 
                                        =======                      =======
    Fully diluted                          $.71                         $.55 
                                        =======                      ======= 

                                                               P-3

                  Pro Forma Condensed Consolidated Statement of Income
                                         (Unaudited)

                                          Three months ended March 31, 1994 
                                     __________________________________________
                                                    Pro Forma           As    
                                        Actual     Adjustments       Adjusted
                                     _________________________________________
                               (Amounts in thousands, except per share amounts)

Revenues:
  Net sales                             $63,851    $                 $63,851 
  Interest income on loans and
    investments                           6,881     (6,830)(C)            51 
  Credit card and other                   2,725     (2,679)(C)               
                                                       403 (D)           449 
                                       _____________________________________
Total revenues                           73,457     (9,106)           64,351 

Costs and expenses:
  Cost of sales                          49,493              -        49,493 
  Selling, general and administrative:
    Financial services                    5,514     (5,514)(C)             - 
    Nonfinancial services                11,219        (75)(C)               
                                                        24 (D)        11,168 

Interest:
  Deposits                                3,195     (3,195)(C)             - 
  Long-term debt and other                1,681       (124)(D)         1,557 
                                        ____________________________________
                                         71,102     (8,884)           62,218 
                                        ____________________________________
Income from continuing operations
  before provision for income taxes       2,355       (222)            2,133 

Provision for income taxes                  152                          152 
                                        ____________________________________
Income from continuing operations       $ 2,203     $ (222)          $ 1,981 
                                        ====================================
Income from continuing operations
  applicable to common stock            $ 1,380                      $ 1,158 
                                        =======                      =======
Earnings from continuing operations
  per common share:                   

    Primary                                $.10                         $.08 
                                         ======                      =======
    Fully diluted                          $.10                         $.08 
                                         ======                      =======

                                                               P-4

              Pro Forma Condensed Consolidated Statement of Income
                                    (Unaudited)

                                           Three Months ended  March 31, 1993
                                         ______________________________________
                                                    Pro Forma           As    
                                         Actual    Adjustments       Adjusted
                                        _______________________________________
                                (Amounts in thousands, except per share amounts)
Revenues:
  Net sales                             $52,596   $                  $52,596 
  Interest income on loans and
    investments                           6,874     (6,855)(C)            19 
  Credit card and other                   3,612     (3,269)(C)               
                                                       434 (D)           777 
                                        ____________________________________
Total revenues                           63,082     (9,690)           53,392 

Costs and expenses:
  Cost of sales                          39,311              -        39,311 
  Selling, general and administrative:
    Financial services                    5,328     (5,328)(C)             - 
    Nonfinancial services                 9,631        (38)(C)               
                                                        24 (D)         9,617 

Interest:
  Deposits                                3,846     (3,846)(C)             - 
  Long-term debt and other                2,183       (162)(D)         2,021 
                                        ____________________________________
                                         60,299     (9,350)           50,949 
                                        ____________________________________
Income from continuing operations
  before provision for income taxes       2,783       (340)            2,443 

Provision for income taxes                  125                          125 
                                        ____________________________________
Income from continuing operations       $ 2,658    $  (340)          $ 2,318 
                                        ====================================
Income from continuing operations
  applicable to common stock            $ 2,580                      $ 2,240 
                                        =======                      =======
Earnings from continuing operations
  per common share:                   

    Primary                                $.25                         $.22 
                                        =======                      =======
    Fully diluted                          $.18                         $.15 
                                        =======                      ======= 

                                                               P-5
Note A

Pro forma adjustment to recognize the cash required by the Company to purchase
the Retained Corporations from Equity Bank prior to the sale of Equity Bank to
the Purchaser.   The borrowed funds plus interest were repaid from the
proceeds of the sale of Equity Bank.  As the carrying value of the Retained
Assets and Retained Corporations on a consolidated basis did not change as a
result of the purchase, no adjustment to such carrying value is necessary.

Note B

Pro forma adjustment to recognize the sale of Equity Bank as though
consummated on March 31, 1994.  The adjustment is based on the selling price
of $92 million resulting in an estimated financial gain of $25 million after
consideration of costs of the transaction.

Note C

Reclassification of revenues and expenses of Equity Bank as a discontinued
operation of the Company for the period presented.

Note D

Pro forma adjustments to reflect the estimated effect on earnings of acquiring
the Retained Assets.  These include reduced interest expense on financing of
the Company's accounts receivable with a new lender and the earnings on real
estate assets acquired as Retained Assets.

                                    P-6