May 25, 1994



Congress Financial Corporation
  and Congress Financial 
  Corporation (Central)
1133 Avenue of the Americas
New York, New York  10036

                              Re:  Modification to Seventeenth
                                   Amendment to Loan Agreement   

Ladies and Gentleman:

            LSB Industries, Inc. ("LSB") and those certain
subsidiaries of LSB identified on the execution page hereof (LSB
and such subsidiaries being hereinafter collectively referred to
as the "LSB Companies") have requested that Congress Financial
Corporation and Congress Financial Corporation (Central)
(collectively, "Congress") agreed to and accept the following
modifications to the Seventeenth Amendment to Loan Agreement
dated March 30, 1994 ("Seventeenth Amendment") and Congress is
willing to agree to such request.  Terms used herein will have
the meanings set forth in the Seventeenth Amendment.

1.   The Introductory Paragraph of the Seventeenth Amendment is
amended by deleting subsection (b) in its entirety and by
inserting the following in lieu thereof:

     (b)  the guaranteeing by LSB of loans made to Prime by Bank
     IV   Oklahoma, N.A. ("Bank IV") in connection with the financing
     of:  (i) Accounts purchased by Prime from one or more of the
     LSB Companies; and/or (ii) up to $5,000,000 of loans
     purchased from Equity Bank for Savings, F.A. and/or Bank IV in
     connection with the sale of Equity Bank to Fourth Financial
     Corporation.

2.   Section 2.4 of the Seventeenth Amendment is deleted in its
entirety and the following is inserted in lieu thereof:

     2.4    Congress hereby consents to LSB's unconditionally
            guaranteeing to Bank IV the repayment of any loan or
            loans (including associated fees and expenses) made
            to Prime by Bank IV in connection with the financing
            of:  (i) Accounts purchased from the LSB Companies in
            accordance herewith; and/or (ii) up to $5,000,000 of
            loans purchased from Equity Bank and/or Bank IV in
            connection with the sale of Equity Bank to Fourth
            Financial Corporation.

3.   Continued Validity.  Except as expressly set forth herein,
the Seventeenth Amendment and other Loan Documents will continue
in full force and effect. 

4.   Reliance.  Bank IV may rely on this letter.

5.   Counterpart Execution.  This Agreement may be executed in
counterparts, each of which will be deemed an original document,
but all of which will constitute a single document.  

                                LSB INDUSTRIES, INC.
                                L & S BEARING CO.
                                TRIBONETICS CORPORATION
                                LSB EXTRUSION CO.
                                ROTEX CORPORATION
                                SUMMIT MACHINE TOOL
                                  MANUFACTURING CORP.
                                HERCULES ENERGY MFG.
                                  CORPORATION
                                LSB FINANCIAL CORP.
                                LSB LEASING CORP.
                                LSB IMPORT CORP.
                                LSB BEARING CORP.
                                SUMMIT MACHINE TOOL
                                  SYSTEMS, INC.
                                LSB EUROPA LIMITED
                                BOWERDEAN LIMITED
                                LSB INTERNATIONAL LIMITED
                                INTERNATIONAL ENVIRONMENTAL
                                  CORPORATION
                                CHP CORPORATION
                                CLIMATE MASTER, INC.
                                KOAX CORP.
                                APR CORPORATION
                                CLIMATEX, INC.


                                By_______________________________
                                  Name:__________________________
                                  Title:_________________________

                                (the "LSB Companies")

                                CONSENTED AND AGREED TO:
                                PRIME FINANCIAL CORP.


                                By_______________________________
                                  Name:__________________________
                                  Title:_________________________

                                ("Prime")


                                CONSENTED AND AGREED TO:
                                CONGRESS FINANCIAL CORPORATION
                                  AND CONGRESS FINANCIAL
                                  CORPORATION (CENTRAL)


                                By_______________________________
                                  Name:__________________________
                                  Title:_________________________

                                Date Executed:___________________

                                ("Congress")




ACKNOWLEDGED:

BANK IV OKLAHOMA, N.A.


By_______________________________
  Name:__________________________
  Title:_________________________


("Bank IV")







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