UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

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	o   Soliciting Material Pursuant to §240.14a-12

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United States Lime & Minerals, Inc.

13800 Montfort Drive,5429 LBJ Freeway, Suite 330230

Dallas, Texas 75240

April 7, 20066, 2007

Dear Shareholders:

 

You are cordially invited to attend the 20062007 Annual Meeting of Shareholders at 10:00 a.m. on Friday, May 5,4, at the Crowne Plaza Suites, 7800 Alpha Road, Dallas, Texas, 75240. Please refer to the back of this letter for directions. The Meetingmeeting will be preceded by an informal reception starting at 9:30 a.m., at which you will have an opportunity to meet the Directorsour directors and Officers of the Company.officers.

 

Enclosed with this letter is a Notice of the Annual Meeting, Proxy Statement,proxy statement, and Proxy Card.proxy card. I urge you to complete, sign, date, and mail the enclosed Proxy Cardproxy card at your earliest convenience. Regardless of the size of your holdings, it is important that your shares be represented. If you attend the Meeting,meeting, you may withdraw your Proxyproxy and vote in person. You may also withdraw your Proxyproxy by submitting to the Company,us, prior to the Annual Meeting,meeting, a written notice of revocation.

 

I look forward to meeting and speaking with you at the Annual Meetingmeeting on May 5, 2006.4, 2007.

		Sincerely,
		Timothy W. Byrne
		President and Chief Executive Officer
Sincerely, Timothy W. Byrne President and Chief Executive Officer Enclosures

United States Lime & Minerals, Inc.INC.

Directions to the 20062007 Annual Meeting of Shareholders

Friday, May 5, 2006,4, 2007, at 10:00 a.m.

Crowne Plaza Suites

7800 Alpha Road

Dallas, Texas 75240

Directions from Dallas-Ft. Worth Airport:

	•		Take the North exit from the airport
	•		East on I-635 (Lyndon B. Johnson Freeway)
	•		Exit at Coit Road, turning North (left) onto Coit
	•		Turn left at first intersection onto Alpha Road
	•		Hotel entrance is on the left before junction with Blossomheath Road

Directions from Downtown Dallas:

	•		North on North Central Expressway (U.S. 75)
	•		Exit at Coit Road (exit passes over U.S. 75 and joins Coit)
	•		Continue North on Coit until you cross over I-635 (Lyndon B. Johnson Freeway)
	•		Turn left at first intersection onto Alpha Road
	•		Hotel entrance is on the left before junction with Blossomheath Road

TABLE OF CONTENTS

NOTICE OF 2007 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR 2007 ANNUAL MEETING OF SHAREHOLDERS To Be Held On May 4, 2007
INTRODUCTION
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
SHAREHOLDINGS OF COMPANY DIRECTORS AND EXECUTIVE OFFICERS
PROPOSAL: ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
CORPORATE GOVERNANCE
REPORT OF THE AUDIT COMMITTEE
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE
DIRECTOR COMPENSATION
INDEPENDENT AUDITORS
OTHER MATTERS
SHAREHOLDER PROPOSALS

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UNITED STATES LIME & MINERALS, INC.
13800 Montfort Drive5429 LBJ Freeway
Suite 330230
Dallas, Texas 75240

NOTICE OF 20062007 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 5, 20064, 2007

To the Shareholders of

United States Lime & Minerals, Inc.:

 

Notice is hereby given that the 20062007 Annual Meeting of Shareholders of United States Lime & Minerals, Inc., a Texas corporation (the “Company”), will be held on Friday, the 5^th4th day of May, 2006,2007, at 10:00 a.m. local time, at the Crowne Plaza Suites, 7800 Alpha Road, Dallas, Texas 75240 (the “Annual Meeting”), for the following purposes:

1.

1. To elect five directors to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified; and

2.

To transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.

 

2. To transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.

Information regarding the matters to be acted upon at the Annual Meeting is contained in the Proxy Statementproxy statement accompanying this Notice.

 

The Board of Directors has fixed the close of business on March 24, 200623, 2007 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. A complete list of such shareholders will be available for inspection during usual business hours for ten days prior to the Annual Meeting at the office of the Company in Dallas, Texas.

 

All shareholders are cordially invited to attend the Annual Meeting.Shareholders are urged, whether or not they plan to attend the Annual Meeting, to complete, sign, and date the accompanying Proxy Cardproxy card and to return it promptly in the postage-paid return envelope providedprovided.. A shareholder who has returned a Proxy Cardproxy card may withdraw the Proxyproxy by sending the Company a written notice of revocation or by attending the Annual Meeting and voting in person.

By Order of the Board of Directors,

Timothy W. Byrne
President and Chief Executive Officer

Dallas, Texas

April 7, 20066, 2007

UNITED STATES LIME & MINERALS, INC.
13800 Montfort Drive

5429 LBJ Freeway

Suite 330
230

Dallas, Texas 75240

PROXY STATEMENT

FOR
2006

2007 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 5, 20064, 2007

INTRODUCTION

 

The accompanying form of proxy (the “Proxy Card”),card, mailed together with this proxy statement, (the “Proxy Statement”), is solicited by and on behalf of the Board of Directors of United States Lime & Minerals, Inc., a Texas corporation (the “Company”“company,” “we” or “our”), for use at the 2006our 2007 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held at the time and place and for the purposes set forth in the accompanying Notice. The approximate date on which this Proxy Statementproxy statement and the Proxy Cardproxy card were first sent to our shareholders of the Company is April 7, 2006.6, 2007.

 

Shares of the Company’sour common stock, par value $0.10 per share, (the “Common Stock”), represented by valid Proxy Cards,proxy cards, duly signed, dated, and returned to the Companyus and not revoked, will be voted at the Annual Meetingannual meeting in accordance with the directions given. In the absence of directions to the contrary, such shares will be voted:

FOR the election of the five nominees named in the Proxy Cardproxy card to theour Board of Directors of the Company.Directors.

 

If any other matter is properly brought before the Annual Meetingannual meeting for action at the Meeting,meeting, which is not currently anticipated, the persons designated to serve as proxies will vote on such matters in accordance with their best judgment.

 

Any shareholder of the Company returning a Proxy Cardproxy card has a right to withdraw the Proxyproxy at any time before it is exercised by attending the Annual Meetingannual meeting and voting in person or by giving written notice of such revocation to the Companyus addressed to Timothy W. Byrne, President and Chief Executive Officer, United States Lime & Minerals, Inc., 13800 Montfort Drive,5429 LBJ Freeway, Suite 330,230, Dallas, Texas 75240; however, no such revocation will be effective unless such notice of revocation has been received by the Companyus at or prior to the Annual Meeting.annual meeting.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

 

Only holders of record of Common Stockour common stock at the close of business on March 24, 2006,23, 2007, the record date for the Annual Meeting,annual meeting, are entitled to notice of and to vote at the Annual Meetingmeeting or any adjournment thereof. The presence of the holders of a majority of the outstanding shares of Common Stockcommon stock is necessary to constitute a quorum. On the record date for the Annual Meeting,meeting, there were issued and outstanding 6,143,0706,229,554 shares of Common Stock.common stock. At the Annual Meeting,meeting, each shareholder of record on March 24, 200623, 2007 will be entitled to one vote for each share of Common Stock registered in such shareholder’s name on the record date.

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communication. A copy of theThe Nominating Committee’s Charter,Committee has adopted a written charter, which was adopted by the Board effective March 25, 2004 is available on the Company’sour website located atwww.uslm.com. The Nominating Committee reviews and assesses the adequacy of its charter on an annual basis.

	•		TheOur Audit Committee is composed of Messrs. Cardin (Chairman), Irmscher and Odishaw. TheUpon recommendation of the Nominating Committee, our Board has determined that each member of the Audit Committee is independent and meets the other qualification standards set by law, regulation and applicable NASDAQ listing standards. Based on his past education, employment experience, and professional certification in public accounting, the Board has determined that Mr. Cardin qualifies as an audit committee financial expert as defined by the Securities and Exchange Commission (the “SEC”).Commission. The Audit Committee is directly

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		responsible for the appointment, compensation, retention and oversight of the work of the Company’sour independent registered public accounting firm (“independent auditors”). The Audit Committee is also responsible for overseeing the administration of the Company’sour Code of Business Conduct and Ethics, which is available on the Company’sour website located atwww.uslm.com; reviewing and approving all related-party transactions; and administering the Company’sour procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controlscontrol and auditing matters and for the confidential anonymous submission by our employees of the Company of concerns regarding questionable accounting or auditing matters. Under our Code of Business Conduct and Ethics and our “whistleblower” procedures, proposed transactions with related persons and other transactions, arrangements or relationships involving a director or executive officer that may involve potential conflicts of interest are to be submitted in advance to the Audit Committee for its review and approval, with any involved director or executive officer playing no role in the investigation and consideration of the matter. In considering whether to approve any such related-party transaction, including with Inberdon or Mr. Beall or their affiliates, the Committee would consider whether the transaction was in the best interests of the company and all of its shareholders; whether the same or a similar transaction were available to the company from unrelated third parties on equal or better terms; and whether the terms of the related-party transaction were negotiated at arms’-length and were at least as favorable to the company as any other reasonably available transaction from another party. Advice from independent advisors, including formal fairness opinions, would be sought where appropriate. The Audit Committee has adopted a written charter, which is available on the Company’sour website located atwww.uslm.com. www.uslm.com. The Audit Committee reviews and assesses the adequacy of the charter on an annual basis. The Report of the Audit Committee is set forth below.

	•		The Compensation Committee is composed of three independent directors, Messrs. Odishaw (Chairman), Irmscher and Doumet. The Compensation Committee is responsible for the evaluation, approval, and administration of salary, incentive compensation, bonuses, benefit plans, and other forms of compensation for the Company’sour officers and directors. The Compensation Committee is responsible for administering the 1992 Planplan and the 2001 Plan.plan. The Report of the Compensation Committee follows the Report of the Audit Committee.is included on page 13.

 Notwithstanding anything to the contrary, the following reports of the Audit Committee and the Compensation Committee and the Performance Graph set forth below shall not be deemed to be incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference. This information shall not otherwise be deemed to be filed under such Acts.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed of three independent directors as defined under the applicable rules of The NASDAQ StockGlobal Market, Section 10A(m)(3) of the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission (the “SEC”).Commission. The Committee oversees the Company’scompany’s financial reporting process on behalf of the Board of Directors. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the Company’scompany’s independent registered public accounting firm (“independent auditors”). Management has primary responsibility for the Company’scompany’s financial statements and reporting process, including the systems of internal controls.control. Grant Thornton LLP, the Company’scompany’s independent auditors, is responsible for performing an independent audit of the Company’scompany’s financial statements in accordance with standards established by the Public Company Accounting Oversight Board, expressing an opinion, based on its audit, as to the conformity of such financial statements with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with management and the independent auditors. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61,Communication with Audit Committees, as amended. In addition, the Audit Committee has received from the independent auditors the written disclosures required by the pronouncements on the Independence Standards Board and discussed with them their independence from the Companycompany and its

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management. The Audit Committee has considered whether the independent auditors’ provision of non-audit services to the Companycompany is compatible with the auditors’ independence.

The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’scompany’s internal controls, and the overall quality of the Company’scompany’s financial reporting.

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Based on the reviews and discussions referred to above, the Audit Committee recommended, and the Board of Directors has approved, the inclusion of the Company’scompany’s audited financial statements in the company’s Annual Report onForm 10-K for the year ended December 31, 2005,2006 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the Board of Directors,

Richard W. Cardin, Chairman
Wallace G. Irmscher
Edward A. Odishaw

REPORT OF THEEXECUTIVE COMPENSATION COMMITTEE

Compensation Discussion and Analysis

The Compensation Committee of theour Board of Directors (the “Committee”) has the responsibility for administering theour executive compensation program of the Company.program. The Compensation Committee reviews and, as appropriate, makes recommendations to the full Board of Directors regarding the base salaries and annual incentive compensationcash bonuses for executive officers, and administers our 1992 plan and 2001 plan, including the Company’s 1992 Stock Option Plan, as Amendedgrant of stock options and Restated (the “1992 Plan”),shares of restricted stock. Where appropriate, we have also entered into employment agreements with certain executive officers.

Compensation Philosophy and the Company’s 2001 Long-Term Incentive Plan (the “2001 Plan”).

Compensation Policies.TheObjectives.  Our principal executive compensation policy, of the Company, which is endorsed by the Committee, is to provide a compensation program that will attract, motivate and retain persons of high quality and will support a long-standing internal culture of loyalty and dedication to the interests of the Companycompany and itsour shareholders. In administering the executive compensation program, the Committee is mindful of the following principles and guidelines, which are supported by the full Board:

	•	Base salaries for executive officers should be competitive.
	•	A sufficient portion of annual compensation should be at risk in order to align the interests of executives with those of our shareholders.
	•	The variable part of annual compensation should reflect both individual and corporate performance.
	•	As a person’s level of responsibility increases, a greater portion of total compensation should be at risk and include more stock-based compensation to provide executives long-term incentives and help to align further the interests of executives and shareholders in the enhancement of shareholder value.

Our executive officers’ compensation currently has three primary components: base salary, annual cash bonuses and stock-based awards granted pursuant to our 2001 plan. In addition, executive officers receive certain benefits that are specifically provided for in their employment agreements or are generally available to all salaried employees. We do not have any defined benefit pension plans, nonqualified deferred compensation arrangements or supplemental retirement plans for our executive officers.

For each executive officer, the Committee determines the appropriate level for each compensation component based in part, but not exclusively, on its view of competitive market factors, internal equity and consistency, and other considerations deemed relevant, such as rewarding extraordinary performance. Our Chief Executive Officer provides the Committee with recommendations for executive officers should be competitive. A sufficient portion of annual compensation should be at risk in order to alignother than himself, which the interests of executivesCommittee reviews and approves as submitted or with those of the shareholders of the Company. This variable part of annual compensation should reflect both individual and corporate performance. As a person’s level of responsibility increases, a greater portion of total compensation should be at risk, and the mix of total compensation should be weighted more heavily in favor of stock-based compensation. Stock options, restricted stock, and other stock-based compensation provide executives long-term incentives and help align the interests of executives and shareholders in the enhancement of shareholder value.

As discussed elsewhere in the Proxy Statement, the Company has entered into employment agreements with Messrs. Byrne, Hughes, and Bowers. These agreements provide for an annual base salary, bonuses, the use of a Company car, reimbursement of business expenses, participation in the Company’s 401(k) plan, severance arrangements, and other benefits.revisions, if any. The Committee has determined that such agreements are appropriate means to achieve the Company’s overallnot adopted any formal or informal policies or guidelines for allocating compensation policies.

2005 Compensation.The Company’s executivebetween long-term and currently paid compensation, packages have three separate elements consistingbetween cash and non-cash compensation, or among different forms of base salary, annual incentivenon-cash compensation, and long-term incentive compensation. Thehas not sought to formally benchmark our compensation packagesagainst that of Mr. Byrne and the other executive officers are designed to be competitive within the industry and to provide incentives for both short- and long-term performance in line with the financial interests of the shareholders.our peers.

Base Salaries.The Committee determines levels of the executive officers’ base salaries so as to be competitive with amounts paid to executives performing similar functions in comparable size non-durable manufacturing companies. The amount of each executive’s annual increase in base salary, if any, will beis based on a number of largely subjective factors, including changes in the individual’s duties and responsibilities, the personal performance of such executive

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performance of such executive officer, the performance of the Company, company,cost-of-living increases, and such other factors as the Committee deems appropriate, including the individual’s overall mix between fixed and variable compensation and between cash and stock-based compensation. Executive officers, other than

Salary increases for Messrs. Byrne, Hughes, Owens and Bowers in 2006 were 3.77%, 3.01%, 4.42% and 2.66%, respectively. Mr. Riggs began work with us in January 2006. Salary increases for Messrs. Byrne, received raisesHughes, Owens, Bowers and Riggs effective in 2005 averaging approximately 2.4%. Mr. Byrne’s 2005 base salary was $265,000, an increase2007 are 5.45%, 2.92%, 3.85%, 1.94% and 2.86%, respectively. In determining these increases, the primary factors considered were increases in thecost-of-living, the officers’ individual performances, the growth of 6% from his 2003 base salary.the company and changes in their duties and responsibilities.

Annual Incentive Compensation.Cash Bonuses.Each of the Company’sour executive officers is eligible to receive annual cash bonus awardsbonuses based on determinations made by the Committee. Except in the case of Mr. Byrne, the Company haswe have not adopted a formal or informal annual bonus plan.plan with preset criteria and targets. Rather, the determination to pay a cash bonus, if any, is made after the year end based on the Committee’s subjective judgment with respect to the past performance of the individual or on the individual’s attainment of objectivenonquantified performance goals.goals during the year. In either such case, the bonus may be based on the specific accomplishments of the individual or on the overall success of the Company. The Committee awardedcompany. In the following bonuses for 2005, which were paidcase of Mr. Byrne, in 2006: Mr. Hughes, $40,000; Mr. Owens, $27,500; Mr. Bowers, $12,000; and Mr. Murray, $40,000.

As described elsewhereaddition to the possibility of a subjective cash bonus in the Proxy Statement,discretion of the Committee, Mr. Byrne’s employment agreement provides for an objective annual cash bonus based on the Company’sour EBITDA (earnings before interest, taxes, depreciation, and amortization) compared to certain EBITDA levels set forth in Mr. Byrne’s employment agreement as well asfor each of 2006, 2007 and 2008 beginning at a bonus of $100,000 if EBITDA is $17,000,000 and increasing $50,000 for each $500,000 increase in EBITDA up to a maximum of the possibilitygreater of a subjective$250,000 or his base salary at December 31 of the year in respect of which the EBITDA Bonus is being paid if EBITDA exceeds $18,500,000. Mr. Byrne’s EBITDA bonus for 2006 is reflected on page 9 in the Summary Compensation Table.

Discretionary cash bonus awards are determined on an annual basis. These bonuses are paid after our earnings for the applicable year are released. Discretionary bonuses paid in 2007 for performance in 2006 are reflected on page 9 in the discretion of the Committee. For 2005, the increase in the Company’s EBITDA resulted in Mr. Byrne’s earning an objective bonus of $250,000, which was paid in 2006. A subjective bonus of $75,000 was alsoSummary Compensation Table. The discretionary bonuses were awarded for 2005 and paid in 2006 based on the Company’s improved operatingsubstantial growth of the company, including increased production and financial results for 2005.sales, the performance of the company and each officer’s individual performance and accomplishments during 2006.

Long-Term Incentive Compensation.

Stock-Based Awards.The Committee also administers theour 1992 Planplan and the 2001 Planplan to provide long-termstock-based incentives to itsour key employees, including executive officers. Grants of stock options, restricted shares of stock, and other possible stock-based compensation are based on each individual’s position within the Company,company, level of responsibility, past performance, and expectation of future performance. Stock optionsIn determining the number of stock-based awards to be granted during 2005 were:to each executive officer, the Committee also considers the number of stock-based awards made in prior years to the executive officer.

Grants of stock-based awards to Mr. Byrne 30,000;are made on the last business day of the calendar year as set forth in his employment agreement. Grants to other executive officers are made on or soon after the date that earnings for the preceding calendar year are released. The Committee also may make grants to executive officers at other times during the year in connection with new hires or promotions. The exercise price for stock options is set at the closing per share market price of our common stock on the date of grant.

Our stock-based compensation policies have been impacted by the implementation of SFAS 123(R). Generally, SFAS 123(R) requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be expensed based on their fair values over the vesting period. In December 2006, the Committee determined that the amount required to be expensed for stock options was significantly greater than the amount of benefit employees perceived they were receiving, especially in light of the increase in the price of our stock in recent years. Based on a review by the Committee and management of recent trends in executive compensation, the fact that stock options are comparatively more dilutive to earnings than restricted stock, as well as the effects of SFAS 123(R) noted above, the Committee decided to change the stock-based component of our executive officers’ compensation package to be weighted more heavily toward the granting of shares of restricted stock.

Since 2003, Mr. Hughes, 2,000;Byrnes’ employment agreement has provided for the grant to him of 30,000 options on the last business day of each calendar year. On December 30, 2005, the Committee granted Mr. Owens, 4,500;Byrne 30,000 options. In December 2006, the Committee and Mr. Murray, 3,000.Byrne agreed to amend his employment agreement, effective December 29, 2006, to provide for a combination of 7,500 options and 7,500 shares of restricted stock instead of the 30,000

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options. The Committee determined the ratio of options and shares of restricted stock to be awarded based, in part, on the amount of estimated expense that the company would recognize if the previously required 30,000 options were granted.

Options and, in the case of Mr. Byrne, shares of restricted stock, awarded in 2006 are reflected on page 10 in the Grants of Plan-Based Awards table. In February 2007, the Committee granted shares of restricted stock to the other executive officers as follows:

		Shares of
Name		Restricted Stock
Billy R. Hughes			500
M. Michael Owens			900
Johnney G. Bowers			0
Russell W. Riggs			1,500

Mr. Byrne’s options that are designated incentive stock options vest one year from the date of grant and his nonqualified options vest immediately. His shares of restricted stock vest in two semi-annual installments. The options and shares of restricted stock granted to the other executive officers in 2006 and to date in 2007, respectively, vest in three annual installments for Messrs. Owens, Bowers and Riggs, and two annual installments for Mr. Hughes.

Tax Implications.Internal Revenue Code of 1986 (“Code”) Section 162(m) generally limits the corporate income tax deduction for compensation paid to certain named executive officers to $1 million per year, except for certain qualified and performance-based compensation. The Committee has not seen any need to adopt a policy with regard to qualifying bonus awards for tax deductibility under Code Section 162(m) since Company. Our cash compensation is welland restricted stock grants are below the level at which this tax limitation would apply, and options that were granted in 1999 and thereafter under the 1992 Plan, as amended and restated in 1999, and that were or will be granted under theour 2001 Planplan are intended to constitute performance-based compensation not subject to the Code Section 162(m) limitation.

COMPENSATION COMMITTEE

Edward A. Odishaw, Chairman
Antoine M. Doumet
Wallace G. Irmscher

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EXECUTIVE COMPENSATION

Summary Compensation Table

 

The following table sets forth the cash and non-cash compensation for each of the last three fiscal years2006 earned by theour President and Chief Executive Officer, our Chief Financial Officer and the fourour three other executive officers of the Company in 2005:officers:

														Long-Term				All Other
		Annual Compensation												Compensation				Compensation
														Securities
Name and														Underlying				All Other
Principal Position		Year				Salary				Bonus(1)				Options (#)				Compensation(2)
Timothy W. Byrne			2005			$	265,000			$	300,000				30,000			$	34,200
President and Chief Executive Officer			2004			$	250,000			$	250,000				30,000			$	34,100
			2003			$	250,000			$	100,000				30,000			$	4,000
Billy R. Hughes			2005			$	165,667			$	30,000				2,000			$	3,399
Senior Vice President — Sales and Marketing			2004			$	161,667			$	30,000				5,000			$	3,318
			2003			$	157,833			$	7,500				10,000			$	3,234
M. Michael Owens			2005			$	124,208			$	18,000				4,500			$	2,556
Vice President and Chief Financial Officer			2004			$	120,708			$	15,000				4,500			$	2,508
			2003			$	117,291			$	4,000				12,000			$	617
Johnney G. Bowers			2005			$	150,025			$	8,000				—			$	3,086
Vice President — Manufacturing			2004			$	146,750			$	8,000				1,500			$	3,009
			2003			$	143,830			$	2,000				—			$	2,976
Richard D. Murray			2005			$	117,375			$	30,000				3,000			$	3,305
Vice President — Texas Lime			2004			$	114,792			$	30,000				6,000			$	2,423
			2003			$	112,291			$	5,000				6,000			$	2,360

 

																										Change in
																										Pension
																										Value and
																										Non-
																						Non-Equity				Qualified
																						Incentive				Deferred				All
														Stock				Option				Plan				Compensation				Other
Name and Principal						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Position		Year				($)				($)(1)				($)(2)				($)(2)				($)(3)				($)				($)(4)				($)
Timothy W. Byrne			2006				275,000				150,000				0				118,810				275,000				—				38,451				857,261
President and Chief Executive Officer
Billy R. Hughes			2006				167,114				40,000				—				16,366				—				—				3,370				226,850
Senior Vice President — Sales and Marketing
M. Michael Owens			2006				129,083				30,000				—				18,365				—				—				4,972				182,420
Vice President and Chief Financial Officer
Johnney G. Bowers			2006				153,633				—				—				3,882				—				—				4,159				161,674
Vice President — Manufacturing
Russell W. Riggs(5)			2006				139,013				40,000				—				28,210				—				—				7,180				216,050
Vice President — Production

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(1)		Bonuses wereReflects discretionary bonuses earned in the previous year2006 and paid in the year shown.2007.
(2)		Reflects the dollar amount of expense recognized for financial reporting purposes in 2006 with respect to restricted stock and stock option awards in accordance with FSAS 123(R) and thus, in the case of option awards, includes amounts from awards granted in and prior to 2006. The method and assumptions used to determine the amount of expense recognized for options is set forth in Note 7 to our consolidated financial statements included in our annual report onForm 10-K.
Company(3)		Reflects Mr. Byrne’s EBITDA bonus earned in 2006 and paid in 2007.
(4)		Includes company contributions to the Company’s 401(k) plan, the value attributable to personal use of company-provided automobiles as included as compensation on each executive officer’sW-2 and, for Mr. Byrne, a $30,000 payment in lieu of the Company’sour obligation to fund a life insurance or retirement arrangement.
(5)		Mr. Riggs began work with us in January 2006.

Option Grants in Last Fiscal Yearof Plan-Based Awards

 

The following table sets forth information with respect to restricted stock and stock option awards granted to the named executive officers during 2006:

																														All Other				All Other
																														Stock				Option
																														Awards:				Awards:				Exercise				Grant
						Estimated Possible Payouts												Estimated Future Payouts												Number				Number of				or Base				Date Fair
						Under Non-Equity Incentive												Under Equity Incentive												of Shares				Securities				Price of				Value of
						Plan Awards												Plan Awards												of Stock				Underlying				Option				Stock and
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				Awards				Option
Name		Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				Awards($)
Timothy W.							100,000				—				275,000
Byrne			12/29/06				—				—				—				—				—				—				7,500				—				—				226,125
			12/29/06				—				—				—				—				—				—				—				7,500				30.15				79,725
Billy R. Hughes			2/2/06				—				—				—				—				—				—				—				2,000				27.98				24,620
M. Michael Owens			2/2/06				—				—				—				—				—				—				—				3,000				27.98				36,930
Johnney G. Bowers			2/2/06				—				—				—				—				—				—				—				1,000				27.98				12,310
Russell W. Riggs			2/2/06				—				—				—				—				—				—				—				7,500				27.98				92,325

Option Exercises and Stock Vested

The following table sets forth information with respect to stock options granted to the namedoption awards exercised by, and stock awards vested for, executive officers during 20052006:

		Option Awards								Stock Awards
		Number of Shares				Value Realized on				Number of Shares				Value Realized on
Name		Acquired on Exercise (#)				Exercise ($)				Acquired on Vesting (#)				Vesting ($)
Timothy W. Byrne			40,000				1,157,900				—				—
Billy R. Hughes			—				—				—				—
M. Michael Owens			6,000				182,280				—				—
Johnney G. Bowers			5,000				141,850				—				—
Russell W. Riggs			—				—				—				—

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Outstanding Equity Awards at Fiscal Year-End

The following table includes certain information with respect to the value of all unexercised options and the potential realizable value at assumed annual ratesunvested shares of restricted stock price appreciation over the ten-year termas of the options:December 31, 2006:

																		Potential Realizable Value at
																		Assumed Annual Rates of Stock
		Individual Grants																Price Appreciation for Option Term
		Number of				% of Total
		Securities				Options
		Underlying				Granted to				Exercise
		Options Granted				Employees in				Price				Expiration				5%				10%
Name		(#)				Fiscal Year				($/Sh)				Date				($)				($)
Timothy W. Byrne			30,000	(1)			38.7				26.47				12/30/15				499,500				1,265,700
Billy R. Hughes			2,000	(2)			2.6				13.16				2/03/15				16,560				41,940
M. Michael Owens			4,500	(3)			5.8				13.16				2/03/15				37,260				94,365
Richard Murray			3,000	(3)			3.9				13.16				2/03/15				24,840				62,910

 

		Option Awards																				Stock Awards
																																		Equity
																														Equity				Incentive
																														Incentive				Plan
																														Plan				Awards:
										Equity																				Awards:				Market or
										Incentive																				Number				Payout
										Plan												Number								of				Value of
										Awards:												of				Market				Unearned				Unearned
										Number												Shares				Value of				Shares,				Shares,
		Number of				Number of				of												or Units				Shares or				Units or				Units or
		Securities				Securities				Securities												of Stock				Units of				Other				Other
		Underlying				Underlying				Underlying												That				Stock				Rights				Rights
		Unexercised				Unexercised				Unexercised				Option								Have				That Have				That				That Have
		Options				Options				Unearned				Exercise				Option				Not				Not				Have Not				Not
		(#)				(#)				Options				Price				Expiration				Vested				Vested				Vested				Vested
Name		Exercisable				Unexercisable				(#)				($)				Date				(#)				($)				(#)				($)
Timothy W. Byrne			20,000				—				—				11.35				12/31/14				7,500	(6)			226,125				—				—
			30,000				—								26.47				12/30/15
			7,500				—								30.15				12/29/16
Billy R. Hughes			12,000				—				—				7.00				2/20/08				—				—				—				—
			10,000				—								8.00				11/17/09
			5,000				—								8.56				1/30/14
			1,000				1,000	(1)							13.16				2/3/15
			—				2,000	(2)							27.98				2/2/16
M. Michael Owens			3,000				1,500	(3)			—				8.56				1/30/14				—				—				—				—
			1,500				3,000	(4)							13.16				2/3/15
			—				3,000	(5)							27.98				2/2/16
Johnney G. Bowers			3,000				—				—				7.00				2/20/08				—				—				—				—
			10,000				—								8.00				11/17/09
			1,000				500	(3)							8.56				1/30/14
			—				1,000	(5)							27.98				2/2/16
Russell W. Riggs			—				7,500	(5)			—				27.98				2/2/16				—				—				—				—

(1)		Of the 30,000These options 26,223 vested immediately upon grant, and 3,777 vest on December 30, 2006.
(2)		One-half of the options vest on each of February 3, 2006 and February 3, 2007.
(3)(2)		These options vested 50% on February 2, 2007 and will vest 50% on February 2, 2008.
One-third of the(3)		These options vested on January 30, 2007.
(4)		These options vested 50% on February 3, 2007 and will vest 50% on February 3, 2008.
(5)		These options vested 331/3% on February 2, 2007 and will vest 331/3% on each of February 3, 2006,2, 2008 and February 3,2, 2009.
(6)		These shares of restricted stock will vest 50% on June 29, 2007 and February 3, 2008.50% on December 29, 2007.

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Aggregated Option Exercises in Last Fiscal Year and Year-End Option ValuesEquity Compensation Plan Information

 

The following table sets forth information with respect to stock options exercised by the named executive officers during 2005 and the number and value of unexercised options held by such executive officers at year end:

		Shares				Value				Number of Securities								Value of Unexercised
		Acquired on				Realized				Underlying Unexercised Options								In-the-Money Options
Name		Exercise (#)				($)(1)				at Year-End (#)								at Year-End ($)(2)
										Exercisable				Unexercisable				Exercisable				Unexercisable
Timothy W. Byrne			50,000				703,000				86,223				3,777				1,149,900				0
Billy R. Hughes			25,000				348,950				24,500				4,500				463,115				71,395
M. Michael Owens			6,000				67,200				3,500				11,500				117,345				158,865
Johnney G. Bowers			4,000				39,200				18,500				1,000				349,415				17,910
Richard D. Murray			20,000				287,783				24,500				9,000				369,410				156,810

(1)		Market value of underlying securities on the date of exercise minus the exercise price.
(2)		Market value of underlying securities on December 31, 2005 minus the exercise price.

Equity Compensation Plan Information

     The following table sets forth information with respect to the Company’sour equity compensation plans as of December 31, 2005:

										Number of Shares
		Number of Shares to be Issued				Weighted Average Exercise				Remaining
		Upon Exercise of Outstanding				Price of Outstanding				Available for
Plan Category		Options, Warrants and Rights				Options, Warrants and Rights				Future Issuance
Equity compensation plans approved by security holders			278,200			$	11.97				140,500
Equity compensation plans not approved by security holders			—				—				—
Total			278,200			$	11.97				140,500

Executive Employment and Termination Agreements2006:

 The Company has

										Number of Shares
		Number of Shares to be Issued				Weighted Average Exercise				Remaining
		Upon Exercise of Outstanding				Price of Outstanding Options,				Available for
Plan Category		Options, Warrants and Rights				Warrants and Rights				Future Issuance
Equity compensation plans approved by security holders			234,117			$	14.62				97,750
Equity compensation plans not approved by security holders			—				—				—
Total			234,117			$	14.62				97,750

Employment Agreements

We have employment agreements with Messrs. Byrne, Hughes, and Bowers. Such employment agreements are designed to ensure that the Company will be able to attract, motivate, and retain highly qualified talent, which is critical to both the short- and long-term success of the Company.

The employment agreements provide for a base salary to be reviewed annually. Mr. Byrne’s amended and restated employment agreement, dated as of May 2, 2003, as further amended on December 29, 2006, provides him with an annual base salary of at least $250,000. In addition toThe agreements for Messrs. Hughes and Bowers provide each of them with an annual base salary theof at least $80,000 and $130,000, respectively. The agreements for Messrs. Byrne, Hughes and Bowers also provide for a discretionary bonus to be determined by the Compensation Committee of the Board of Directors.Committee. In addition to the possibility of a discretionary bonus, Mr. Byrne is eligible to receive an objective bonus based on the Company’sour earnings before interest, taxes, depreciation, and amortization (“EBITDA”)(EBITDA) compared to certain levels set forth in his employment agreement, as discussed above. Mr. Byrne’s employment agreement. Mr. Byrne isagreement also entitled toprovides for grants of 7,500 options and 7,500 shares of restricted stock on the last business day of each year, an annual $30,000 contribution to fund a life insurance or retirement arrangement and a country club membership. InThe agreements also provide for use of a company car, reimbursement of business expenses, participation in the company’s 401(k) plan and other benefit programs on the same basis as other salaried employees.

As set forth in the table below, in the event of a change of control of the Company, and Mr. Byrne’s termination,company, Mr. Byrne is entitled to severance payments equal to two times his then-current annual base salary, benefits and bonuses for at least one and a halfif he voluntarily terminates his employment within nine months following the change of control or we terminate his employment without cause within two years depending on the reason for and date of his termination in relation tofollowing the change of control. Mr. Byrne is entitled to severance payments equal to his then-current annual base salary, benefits and bonuses for one and a half yearsyear if he is terminated without cause.cause other than following a change of control. Unless he provides us with three months’ notice, Mr. Byrne is not entitled to any severance payments upon his voluntary termination; if he does provide us with such notice, he is entitled to severance equal to two months’ base salary. In the case of Mr. Bowers, his severance payment would be six months’ compensation. Mr. Hughes does not have a severance arrangement, but is generally entitled to one-year’sone year’s notice before termination. Mr. Byrne’s and Mr. Hughes’ agreements contain certain post-termination covenants not to compete.

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compete. The employment agreements also provide for use of a Company car, reimbursement of business expenses, participation in the Company’s 401(k) plan and other benefit programs on the same basis as other salaried employees. Mr. Hughes’ and Mr. Bowers’ agreements have no expiration dates. Mr. Byrne’s agreement expires on December 31, 2008, and is thereafter renewable for successive one-year periods, unless the agreement is terminated earlier by him or the Company.us. Pursuant to Mr. Byrne’s employment agreement, the Companywe have agreed to use itsour best efforts to cause Mr. Byrne to remain on the Board and to be appointed a member of the Executive Committee of the Board.

Potential Payments Upon Termination or Change of Control

Regardless of the manner in which an executive officer’s employment terminates, including upon death, disability or termination for cause, he is entitled to receive amounts earned during his term of employment. Such amounts include:

	•	salary through the date of termination;
	•	stock-based compensation in which he has vested; and
	•	unused vacation pay.

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In addition, Mr. Byrne may be entitled to a proportional EBITDA bonus for the year of termination if termination occurs in the second half of the year.

The following table summarizes the estimated severance payments to be made under each employment agreement, plan or arrangement which provides for payments to an executive officer at, following or in connection with a termination of employment due to voluntary resignation, involuntary termination not for cause, death or disability or change in control:

						Involuntary
		Voluntary				Termination
		Termination				without								Termination
		without Change				Change in				Death or				with Change in
		in Control				Control				Disability				Control
Employee		($)				($)				($)				($)
Timothy W. Byrne
Severance(1)			—	(2)			700,000				—				1,400,000
Accelerated Vesting of Stock-Based Awards(3)			—				—				226,125				226,125
Billy R. Hughes
Severance(1)			—				171,000				—				171,000
Accelerated Vesting of Stock-Based Awards(3)			—				—				—				—
M. Michael Owens
Severance(1)			—				—				—				—
Accelerated Vesting of Stock-Based Awards(3)			—				—				—				—
Johnney G. Bowers
Severance(1)			—				77,150				—				77,150
Accelerated Vesting of Stock-Based Awards(3)			—				—				—				—
Russell W. Riggs
Severance(1)			—				—				—				—
Accelerated Vesting of Stock-Based Awards(3)			—				—				—				—

(1)		The estimated severance payments are based on base salaries at December 31, 2006 and, in the case of Mr. Byrne, his total cash bonus received for 2006. Does not include, in the case of Mr. Byrne, any proportional EBITDA bonus to which he may be entitled for the year of termination if termination occurs in the second half of the year.
(2)		Does not include severance payment of two months’ base salary which Mr. Byrne would be entitled to if he gave us three months’ notice.
(3)		The estimated value of accelerated vesting of stock-based awards is based on the nonvested options and shares of restricted stock held by each executive officer on December 31, 2006 and the closing per share market price of our common stock on that date.

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement.

Compensation of DirectorsCommittee

 

Edward A. Odishaw. Chairman
Antoine M. Doumet
Wallace G. Irmscher

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DIRECTOR COMPENSATION

We use a combination of cash and stock-based awards to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that our directors expend in fulfilling their duties, as well as the skill-level required by us for members of our Board.

The following table sets forth the annual compensation for Company directors who are not also employees:

Annual Retainer		$	15,000			$	15,000
Daily Meeting Fee			1,000			$	1,000
Telephonic Meeting Fee			500			$	500
Additional Annual Retainers:
Audit Committee Chairman			12,000			$	12,000
Compensation Committee Chairman			5,000			$	5,000

 

Non-employee directors of the Company are also granted 2,000 stock options annually under our 2001 plan on the Company’s 2001 Plan. During 2005, each non-employee director wasdate of our annual meeting of shareholders. The options are granted a ten-year stock option exercisable immediately for 2,000 shares at an exercisethe closing per share market price of $13.31 per share.

Section 16(a) Beneficial Ownership Reporting Complianceour common stock on the date of grant and vest immediately.

 On June 10,

The following table summarizes the compensation paid to non-employee directors during 2006:

																		Change in
																		Pension Value
																		and
		Fees																Nonqualified
		Earned												Non-Equity				Deferred
		or Paid				Stock				Option				Incentive Plan				Compensation				All Other
		in Cash				Awards				Awards(1)				Compensation				Earnings				Compensation				Total
Name		($)				($)				($)				($)				($)				($)				($)
Richard W. Cardin			42,000				—				30,980				—				—				—				72,980
Antoine M. Doumet			27,500				—				30,980				—				—				—				58,480
Wallace G. Irmscher			36,550				—				30,980				—				—				—				67,530
Edward A. Odishaw			35,000				—				30,980				—				—				—				65,980

(1)		Reflects the dollar amount recognized for financial reporting purposes for 2006 in accordance with FSAS 123(R), which equates to the fair value of the immediately vested option awards on the date of grant. The method and assumptions used to determine the amount of expense recognized for options is set forth in Note 7 to our consolidated financial statements. As of December 31, 2006, each director had the following number of options outstanding: Mr. Cardin, 2,000; Mr. Doumet, 8,000; Mr. Irmscher, 2,000; and Mr. Odishaw, 4,000.

INDEPENDENT AUDITORS

Fees for professional services provided by our independent auditors, Grant Thornton LLP, for 2006 and from May 31, 2005 Mr. Odishaw filed a Form 4, which was late, reporting that on May 3, 6 and 9,through December 31, 2005, he had sold a total of 5,900 sharesin each of the Company’s Common Stock.following categories, were as follows:

		2006				2005
Audit		$	204,847			$	209,000
Audit-Related			20,489				16,500
Tax			—				—
Total		$	225,336			$	225,500

Audit Fees.  Fees for audit services include fees associated with our annual audits, the reviews of our quarterly reports onForm 10-Q, and in the 2005 period, audit services related to the acquisition of U.S. Lime Company — St. Clair.

Audit-Related Fees.  Audit-related fees principally include fees relating to an employee benefit plan audit and accounting consultations.

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PERFORMANCE GRAPH

     The graph below compares the cumulative five-year total shareholders’ return on the Company’s Common Stock with the cumulative total return on The NASDAQ Stock Market Index and a peer group consisting of Oglebay Norton Company (through December 31, 2003), Florida Rock Industries, Lafarge North America, Inc., and Martin Marietta Materials, Inc. The graph assumes that the value of the investment in the Company’s Common Stock and each index was $100 on December 31, 2000, and that all dividends have been reinvested.

COMPARE FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG U.S. LIME & MINERALS, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX

ASSUMES $100 INVESTED ON DECEMBER 31, 2000
ASSUMES DIVIDENDS REINVESTED THROUGH
FISCAL YEAR ENDED DECEMBER 31, 2005

		2000				2001				2002				2003				2004				2005
U.S. LIME & MINERALS, INC.		$	100.00				115.24				77.13				142.69				239.92				559.54
PEER GROUP INDEX		$	100.00				135.11				112.36				155.78				208.57				258.92
NASDAQ MARKET INDEX		$	100.00				79.71				55.60				83.60				90.63				92.62

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INDEPENDENT AUDITORS

Change in Independent Auditors

     On May 31, 2005, the Company dismissed Ernst & Young LLP (“Ernst”) as the independent auditors of the Company. The reports of Ernst on the financial statements of the Company for each of the past two fiscal years ended December 31, 2004 and 2003 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The decision to change independent auditors was made by the Audit Committee of the Company’s Board of Directors.

     During the Company’s two then most recent fiscal years and the subsequent interim period from January 1 to May 31, 2005, the Company had no disagreements with Ernst on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Ernst would have caused them to make reference to the matter in their report. During such period, the Company had no reportable events (as that term is described in Item 304 (a)(1)(v) of SEC Regulation S-K).

     Effective May 31, 2005, the Audit Committee engagedTax Fees.  Grant Thornton LLP (“Grant”) to audit and report on the financial statements of the Company for the fiscal year ended December 31, 2005 and to perform a review of the Company’s interim financial information for the 2005 second and third quarters. Prior to the engagement of Grant, the Company haddid not consulted with them during its two then most recent fiscal years ended December 31, 2004 and 2003, and the subsequent interim period from January 1 to May 31, 2005, onprovide any matter regarding: (a) either the application of accounting principles to a specified transaction, either completedtax services in 2006 or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or (b) any matter that was the subject of either a disagreement or a reportable event as described above.2005.

 The Company has provided each of Grant and Ernst with a copy of the foregoing disclosures and given each of them the opportunity to provide a statement to be included in this Proxy Statement if they believe that the disclosures are incorrect or incomplete. Neither firm has expressed any disagreement with the disclosures.

Representatives of Grant Thornton are expected to be present at the Annual Meetingannual meeting and will have an opportunity to make a statement if they so desire and be available to respond to appropriate questions.

Fees for Independent Auditors

     Fees for professional services provided by the Company’s independent auditors, Grant, from May 31, 2005 through December 31, 2005, in each of the following categories, are:

Audit		$	209,000
Audit-Related			16,500
Tax			—
Total		$	225,500

Audit Fees.Fees for audit services include fees associated with the 2005 annual audit, the reviews of the Company’s quarterly reports on Form 10-Q, and audit services related to the acquisition of U.S. Lime Company — St. Clair.

Audit-Related Fees. Audit-related fees principally include fees relating to an employee benefit plan audit and accounting consultations.

Tax Fees.Grant did not provide any tax services in 2005.

The Audit Committee has adopted a pre-approval policy relating to the providing of services by the Company’sour independent auditors. Under the Committee’s pre-approval procedures, all services to be provided by the auditors must be approved in advance by the Committee. The Committee has delegated to the Chairmanchairman of the Committee the authority to approve such services up to $25,000 each in the case of either a change in the scope or cost of previously approved services, or an additional type of services that

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was not covered by a prior Committee approval. The Audit Committee does not delegate any of its approval authority to management.

OTHER MATTERS

 

The Board does not intend to present any other matters at the Annual Meetingannual meeting and knows of no other matters that will be presented. However, if any other matters properly come before the Annual Meeting,meeting, the persons designated as proxies on the enclosed Proxy Cardproxy card intend to vote thereon in accordance with their best judgment.

SHAREHOLDER PROPOSALS

 

Shareholder proposals submitted to the Companyus under SECRule 14a-8 under the Securities Exchange Act of 1934 for inclusion in the Company’sour proxy statement for its 2007our 2008 Annual Meeting of Shareholders must be received by the Companyus at itsour office in Dallas, Texas, addressed to Timothy W. Byrne, President and Chief Executive Officer, of the Company, not later than December 8, 2006.2007. SuchRule 14a-8 shareholder proposals must comply with SEC rules.

 The Company

We must receive notice of other matters, includingnon-Rule 14a-8 proposals, that shareholders may wish to raise at the 20072008 Annual Meeting of Shareholders by February 21, 2007.2008. If the Company doeswe do not receive timely notice of such other matters, the persons designated as proxies for such meeting will retain general discretionary authority to vote on such matters under SEC rules. Such notices should also be addressed to Timothy W. Byrne, President and Chief Executive Officer of the Company.Mr. Byrne.

 

The costs of solicitation of Proxiesproxies for the Annual Meetingour annual meeting will be borne by the Company.us. Solicitation may be made by mail, personal interview, telephone,and/or facsimile by our officers and regular employees of the Company who will receive no additional compensation therefor. The Companycompensation. We may specifically engage a firm to aid in theour solicitation of Proxies,proxies, for which services the Companywe would anticipate paying a standard reasonable fee plusout-of-pocket expenses. The CompanyWe will bear the reasonable expenses incurred by banks, brokerage firms, and other custodians, nominees, and fiduciaries in forwarding proxy materials to our beneficial owners.

		UNITED STATES LIME & MINERALS, INC.
		Timothy W. Byrne
Dallas, Texas		President and Chief Executive Officer
April 7, 2006

UNITED STATES LIME & MINERALS, INC.

Timothy W. Byrne
President and Chief Executive Officer

Dallas, Texas

April 6, 2007

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                                 +

United States Lime & Minerals, Inc.

			000004	000000000.000 ext 000000000.000 ext 000000000.000 ext
		MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6	Least Address Line	000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext C 1234567890    J N T
				o		Mark this box with an X if you have made changes to your name or address details above.

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Annual Meeting Proxy Card

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A	Election of Directors

1. The Board of Directors recommends a vote FOR the listed nominees.

		For All		Withhold All		For All Except
01-T. W. Byrne,02-R. W. Cardin,		o		o		o
03-A. M. Doumet,04-W. G. Irmscher,
05-E.A. Odishaw

(Except nominee(s) written above.)

In their discretion, the proxies are authorized to vote
upon such other business as may properly be brought
before the Annual Meeting or any adjournment thereof.

B	Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and of the Proxy Statement.

Please sign exactly as name appears. Joint owners should each sign personally. Where applicable, indicate your official position or representative capacity.

Signature 1 - Please keep signature within the box		Signature 2 - Please keep signature within the box		Date (mm/dd/yyyy)
				/     /

n		0  0  7  8  8  0		1 U P X		C O Y		+

 

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Proxy - United States Lime & Minerals, Inc.

 

Proxy Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Edward A. OdishawAntoine M. Doumet and Timothy W. Byrne, and either of them, proxies, with power of substitution in each, and hereby authorizes them to represent and to vote, as designated below, all shares of Common Stock of UNITED STATES LIME & MINERALS, INC. standing in the name of the undersigned on March 24, 2006,23, 2007, at the Annual Meeting of Shareholders to be held on May 5, 2006,4, 2007, at the Crowne Plaza Suites, 7800 Alpha Road, Dallas, Texas 75240, and at any adjournment thereof, and especially to vote on the item of business specified below, as more fully described in the Notice of the Meeting dated April 7, 2006,6, 2007, and the Proxy Statement accompanying the same, the receipt of which is hereby acknowledged.

You are encouraged to record your vote on the following items of business to be brought before the Annual Meeting, but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The proxies cannot vote your shares unless you sign, date, and return this Proxy Card. Remember, you can revoke this Proxy Card and vote in person by attending the Annual Meeting, or by submitting to the Company prior to the Annual Meeting, a written notice of revocation.

YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN, AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.

(Continued and to be signed on reverse side.)