CONNER & WINTERS
                    A PROFESSIONAL CORPORATION
                             LAWYERS
                      ONE LEADERSHIP SQUARE
                  211 NORTH ROBINSON, SUITE 1700
                OKLAHOMA CITY, OKLAHOMA 73102-7101


                          June 29, 1998


LSB Industries, Inc.
16 South Pennsylvania
Post Office Box 754
Oklahoma City, Oklahoma 73101

     Re:  LSB Industries, Inc.; Form S-8 Registration
          Statement; 1993 Stock Option and Incentive Plan;
          Our File No. 7033.11                               
          ___________________________________________________ 

Ladies and Gentlemen:

     We are delivering this opinion to you in connection with the
preparation and filing with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended 
(the "Act"), of the Registration Statement on Form S-8 (the 
"Registration Statement") of LSB Industries, Inc., a Delaware 
corporation (the "Company"), for the registration of 850,000 shares 
of the Company's Common Stock, $0.10 par value (the "Common Stock"), 
to be issued by the Company pursuant to the Company's 1993 Stock 
Option and Incentive Plan (the "Plan") from time to time to employees 
of the Company and its subsidiaries.  

     In connection with this opinion, the undersigned has examined
and relied upon such corporate records, certificates, other
documents and questions of law, as we have considered necessary or
appropriate for the purposes of this opinion, including, but not
limited to, the following: 

     (a)  Company's Certificate of Incorporation, as amended;

     (b)  Company's Bylaws, as amended;

     (c)  Plan;

     (d)  Resolutions of the Board of Directors of the Company,
          dated August 5, 1993;


LSB Industries, Inc.
June 29, 1998
Page 2



     (e)  Resolutions of the Board of Directors of the Company,
          dated June 25, 1998;

     (f)  Certificate of Good Standing of the Company issued by
          the Secretary of State of Delaware on June 26, 1998;

     (g)  Registration Statement; and

     (h)  Summary Information regarding the Plan.

     In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity of
all documents submitted as originals, the conformity with the
original documents of all documents submitted as certified or
photostatic copies, and the authenticity of the originals of such
copies.  We have further assumed that each recipient of shares of
the Company's Common Stock under the Plan is a Holder, as defined
in the Plan, and that any shares of the Company's Common Stock to
be issued under the Plan will have been issued pursuant to the
terms of the Plan and will have been registered in accordance with
the Act, absent the application of an exemption from registration,
prior to the issuance of such shares.

     In reliance upon and based on such examination and review, we
are of the opinion that, when the Registration Statement becomes
effective pursuant to the rules and regulations of the Commission,
the 850,000 shares of Common Stock which may be issued pursuant to 
the Plan will constitute, when purchased and issued pursuant to the 
terms of such Plan, duly authorized, validly issued, fully paid and 
nonassessable shares of Common Stock of the Company.

     We hereby consent to the filing of this opinion as Exhibit 5.1
to said Registration Statement and to the reference to Conner &
Winters, a Professional Corporation, wherever it appears in such
Registration Statement.  However, in rendering this opinion, we do
not admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act or the rules and 
regulations of the Act.

                                   Very truly yours,

                                   CONNER & WINTERS,
                                   a Professional Corporation

                                   /s/ Conner & Winters, P.C.

IHS/MHB/plh