Edgar Filing: UNITED STATES LIME & MINERALS INC

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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. )


	Filed by the Registrant x
	Filed by a Party other than the Registrant o

	Check the appropriate box:


	o Preliminary Proxy Statement
	o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x Definitive Proxy Statement
	o Definitive Additional Materials
	o Soliciting Material Pursuant to §240.14a-12

United States Lime & Minerals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


	x No fee required.
	o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


	1) Title of each class of securities to which transaction applies:


	2) Aggregate number of securities to which transaction applies:


	3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	4) Proposed maximum aggregate value of transaction:


	5) Total fee paid:


	o Fee paid previously with preliminary materials.


	o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	1) Amount Previously Paid:


	2) Form, Schedule or Registration Statement No.:


	3) Filing Party:


	4) Date Filed:


SEC 1913 (11-01)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

United States Lime & Minerals, Inc.

5429 LBJ Freeway, Suite 230

Dallas, Texas 75240

April 6, 2007

Dear Shareholders:

You are cordially invited to attend the 2007 Annual Meeting of Shareholders at 10:00 a.m. on Friday, May 4, at the Crowne Plaza Suites, 7800 Alpha Road, Dallas, Texas, 75240. Please refer to the back of this letter for directions. The meeting will be preceded by an informal reception starting at 9:30 a.m., at which you will have an opportunity to meet our directors and officers.

Enclosed with this letter is a Notice of the Annual Meeting, proxy statement, and proxy card. I urge you to complete, sign, date, and mail the enclosed proxy 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, you may withdraw your proxy and vote in person. You may also withdraw your proxy by submitting to us, prior to the meeting, a written notice of revocation.

I look forward to meeting and speaking with you at the meeting on May 4, 2007.

Sincerely,

Timothy W. Byrne
President and Chief Executive Officer

Enclosures

United States Lime & Minerals, INC.

Directions to the 2007 Annual Meeting of Shareholders

Friday, May 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

UNITED STATES LIME & MINERALS, INC.
5429 LBJ Freeway
Suite 230
Dallas, Texas 75240

NOTICE OF 2007 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 4, 2007

To the Shareholders of
United States Lime & Minerals, Inc.:

Notice is hereby given that the 2007 Annual Meeting of Shareholders of United States Lime & Minerals, Inc., a Texas corporation (the “Company”), will be held on Friday, the 4th day of May, 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. 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.

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

The Board of Directors has fixed the close of business on March 23, 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 card and to return it promptly in the postage-paid return envelope provided. A shareholder who has returned a proxy card may withdraw the proxy 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 6, 2007

UNITED STATES LIME & MINERALS, INC.

5429 LBJ Freeway

Suite 230

Dallas, Texas 75240

PROXY STATEMENT

FOR

2007 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 4, 2007

INTRODUCTION

The accompanying proxy card, mailed together with this proxy statement, is solicited by and on behalf of the Board of Directors of United States Lime & Minerals, Inc., a Texas corporation (the “company,” “we” or “our”), for use at our 2007 Annual Meeting of Shareholders 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 statement and the proxy card were first sent to our shareholders is April 6, 2007.

Shares of the our common stock, par value $0.10 per share, represented by valid proxy cards, duly signed, dated, and returned to us and not revoked, will be voted at the annual 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 card to our Board of Directors.

If any other matter is properly brought before the annual meeting for action at the 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 returning a proxy card has a right to withdraw the proxy at any time before it is exercised by attending the annual meeting and voting in person or by giving written notice of such revocation to us addressed to Timothy W. Byrne, President and Chief Executive Officer, United States Lime & Minerals, Inc., 5429 LBJ Freeway, Suite 230, Dallas, Texas 75240; however, no such revocation will be effective unless such notice of revocation has been received by us at or prior to the annual meeting.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

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

The following table sets forth, as of March 23 2007, information with respect to shareholders known to us to be the beneficial owners of more than five percent of our issued and outstanding shares:


Name and Address	Number of Shares		Percent
of Beneficial Owner	Beneficially Owned(2)		of Class(2)

Inberdon Enterprises Ltd.		3,594,033		57.69	%
1020-789 West Pender Street Vancouver, British Columbia Canada V6C 1H2(1)
Robert S. Beall		674,997		10.84	%
5300 Miramar Lane Colleyville, Texas 76034


(1)		Inberdon Enterprises Ltd. is principally engaged in the acquisition and holding of securities of aggregate producing companies located in North America. All of the outstanding shares of Inberdon are held, indirectly through a number of private companies, by Mr. George M. Doumet.

(2)		In the case of Inberdon, based on our records as of March 23, 2007. In the case of Robert S. Beall, based on his Schedule 13G filed on October 9, 2006 reporting his beneficial ownership as of that date. Assuming Mr. Beall continued to own 674,997 shares on March 23, 2007, such shares would represent 10.84% of the class as of such date.

SHAREHOLDINGS OF COMPANY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the number of shares beneficially owned, as of March 23, 2007, by all of our directors and named executive officers individually and all directors and executive officers as a group:


	Number of Shares			Percent
Name	Beneficially Owned(1)			of Class

Timothy W. Byrne		121,845	(2)(3)(4)		2.58	%
Richard W. Cardin		8,533	(3)		(6	)
Antoine M. Doumet		8,000	(3)(5)		(6	)
Wallace G. Irmscher		14,408	(3)		(6	)
Edward A. Odishaw		4,000	(3)		(6	)
Johnney G. Bowers		19,337	(2)(3)		(6	)
Billy R. Hughes		71,883	(2)(3)(4)		1.13	%
M. Michael Owens		16,526	(3)(4)		(6	)
Russell W. Riggs		4,000	(3)(4)		(6	)
All Directors and Executive Officers as a Group (9 persons)		268,532	(2)(3)(4)		4.22	%


(1)		All shares are directly held with sole voting and dispositive power unless otherwise indicated.

(2)		Includes 6,845, 493, and 3,860 shares allocated to Messrs. Byrne, Bowers, and Hughes, respectively, under our 401(k) plan.

(3)		Includes the following shares subject to stock options exercisable within the next 60 days granted under our 1992 Stock Option Plan, as Amended and Restated (“1992 plan”), or our 2001 Long-Term Incentive Plan (“2001 plan”): Mr. Byrne, 57,500; Mr. Cardin, 2,000; Mr. Doumet, 8,000; Mr. Irmscher, 2,000; Mr. Odishaw, 4,000; Mr. Bowers, 14,833; Mr. Hughes, 30,000; Mr. Owens, 8,500; and Mr. Riggs, 2,500.

(4)		Includes the following shares of restricted stock granted under our 2001 plan: Mr. Byrne, 7,500; Mr. Hughes, 500; Mr. Owens, 900; and Mr. Riggs, 1,500.

(5)		The named individual is the brother of Mr. George M. Doumet, who indirectly owns all of the outstanding shares of Inberdon.

(6)		Less than 1%.

PROPOSAL: ELECTION OF DIRECTORS

Five directors, constituting the entire Board of Directors, are to be elected at the annual meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. All of the nominees are currently directors.

Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at the annual meeting. Our Restated Articles of Incorporation prohibit cumulative voting for the election of directors. All duly submitted and unrevoked proxy cards will be voted FOR the nominees selected by our Board except where authorization to so vote is withheld. Votes withheld and broker non-votes are not counted in the election of directors.

Our Board recommends that all shareholders vote “FOR” the election of all such nominees. If any nominee should become unavailable for election for any presently unforeseen reason, the persons designated to serve as proxies will have full discretion to vote for another person nominated by the Board.

NOMINEES FOR DIRECTOR

The five nominees for director are named below. Each has consented to serve as a director if elected. Set forth below is pertinent information with respect to each nominee:

Timothy W. Byrne

Mr. Byrne, age 49, rejoined us on December 8, 2000 as our President and Chief Executive Officer, positions he previously held during 1997 and 1998. Mr. Byrne has served as a director since March 1991, and served in various positions, including Senior Vice President and Chief Financial Officer and Vice President of Finance and Administration, from 1990 to 1998. Prior to rejoining us in December 2000, Mr. Byrne was President of an Internet services and communications company focused on strategy, marketing, and technology.

Richard W. Cardin

Mr. Cardin, age 71, has served as a director since August 1998. He is a certified public accountant and retired partner of Arthur Andersen LLP since 1995, having spent 37 years with that firm. He was office managing partner with Arthur Andersen LLP in Nashville, Tennessee from 1980 until 1994. He is a member of the board of directors of Atmos Energy Corporation, a natural gas utility company, and was, until the corporation was sold in November 2006, a member of the board of directors of Intergraph Corporation, a global provider of spatial information management software and services.

Antoine M. Doumet

Mr. Doumet, age 47, has served as a director since July 1993, as Chairman of the Board since May 2005 and as Vice Chairman prior to May 2005. He is a private businessman and investor. From 1989 to 1995, he served as a director of MELEC, a French electrical engineering and contracting company. From 1988 to 1992, Mr. Doumet served as vice president and a director of Lebanon Chemicals Company. Mr. Doumet is the brother of Mr. George M. Doumet, who indirectly owns all of the outstanding shares of Inberdon.

Wallace G. Irmscher

Mr. Irmscher, age 84, has served as a director since July 1993. He was a senior executive with 44 years of diversified experience in the construction and construction materials industry. From 1995 to 2003, Mr. Irmscher served as a director of N-Viro International Corporation, a company involved in the recycling of industrial waste. He also serves as an advisory board member of U.S. Concrete, Inc., a producer of construction materials. He is past chairman of the American Concrete Paving Association (ACPA) and is presently a board member of the National Ready Mix Concrete Association (NRMCA). Mr. Irmscher has performed consulting services for various companies in the cement, construction, and environmental industries.

Edward A. Odishaw

Mr. Odishaw, age 71, has served as a director since July 1993, as Vice Chairman of the Board since May 2005 and as Chairman from July 1993 until May 2005. Mr. Odishaw is chairman of Austpro Energy Corporation, a public Canadian corporation. Between 1964 and 1999, he practiced law in Saskatchewan and British Columbia, Canada, with emphasis on commercial law, corporate mergers, acquisitions, and finance. Between 1992 and 1999, Mr. Odishaw was a barrister and solicitor with the law firm of Boughton Peterson Yang Anderson, located in Vancouver, Canada. From 1972 to 1992, Mr. Odishaw was a barrister and solicitor with the law firm of Swinton & Company, Vancouver, Canada. Mr. Odishaw holds directorships in numerous companies in Canada. Mr. Odishaw is a member in good standing of the Law Society of British Columbia and is a non-practicing member of the Law Society of Saskatchewan.

EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS

Billy R. Hughes

Mr. Hughes, age 68, joined us in June 1973 and has served as Senior Vice President — Sales & Marketing since December 1998. He has over 30 years of experience in the lime and limestone industry. Mr. Hughes began his employment with us as a salesperson for the Arkansas Lime plant. In 1978, he was promoted to sales manager for Arkansas Lime. In 1983, Mr. Hughes was appointed Vice President — Sales and Marketing for both Arkansas Lime and Texas Lime.

M. Michael Owens

Mr. Owens, age 53, joined us in August 2002 as our Vice President and Chief Financial Officer, Secretary and Treasurer. He has over 30 years of financial and accounting experience. Prior to joining us, Mr. Owens was Vice President — Finance at Sunshine Mining and Refining Company, a silver mining company. Mr. Owens held various financial and accounting officer positions with Sunshine from 1983 to 2002.

Johnney G. Bowers

Mr. Bowers, age 60, joined us in June 1997 and has served as Vice President — Manufacturing since that date. He has over 30 years of engineering and operating experience. From May 1991 until he joined us, Mr. Bowers served as Director of Engineering with Chemical Lime Company. Prior to May 1991, Mr. Bowers held various senior process engineering and project manager positions in the mining and processing industry.

Russell W. Riggs

Mr. Riggs, age 49, joined us in January 2006 and subsequently was appointed as our Vice President — Production. He has over 25 years of experience in the lime and limestone industry. During 2005, he acted as a consultant for various engineering companies, and also as a project manager for a specialty minerals based company. Prior to 2005, Mr. Riggs held various plant and operations management positions with Chemical Lime Company.

CORPORATE GOVERNANCE

We have adopted corporate governance practices in accordance with the listing standards of The NASDAQ Global Market and commensurate with our size.

Our Board of Directors consists of five directors. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has determined that Messrs. Odishaw, Cardin, Doumet and Irmscher are independent within the meaning of the NASDAQ rules. In making the determination that Mr. Doumet is independent, the Committee and the Board considered the fact that Mr. Doumet is the brother of Mr. George

M. Doumet, who indirectly owns all of the outstanding shares of Inberdon. The fifth director is Mr. Byrne, our President and Chief Executive Officer.

The Board meets at least four times each year, and more frequently as required, and is responsible for supervising the management of the business and affairs of the company, including the development of our major policy and strategy. The Board has a standing Executive Committee, Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee.

During the year ended December 31, 2006, the Board held six meetings, the Executive Committee held no meetings, the Audit Committee held eight meetings, the Compensation Committee held two meetings, and the Nominating and Corporate Governance Committee held one meeting. During the year ended December 31, 2006, each director attended at least 75% of the aggregate of (a) the total number of meetings held by the Board and (b) the total number of meetings held by all committees on which he served. The Board has a policy encouraging each director to attend our annual meeting of shareholders, and all of our directors attended the 2006 annual meeting. The Board also has a policy that, in conjunction with each regularly scheduled meeting of the Board, the independent directors will meet in executive session.

Governance responsibilities are undertaken by the Board as a whole, with certain specific responsibilities delegated to the four committees as described below:


	•	Our Executive Committee is composed of Messrs. Doumet (Chairman), Odishaw and Byrne. Within the policy and strategic direction provided by the Board, the Executive Committee may exercise all of the powers of the Board, except those required by law, regulation or NASDAQ listing standards to be exercised by the full Board, or another committee of the Board, and is required to report to the Board on all matters considered and actions taken since the last meeting of the full Board.

	•	Our Nominating and Corporate Governance Committee (the “Nominating Committee”) is composed of Messrs. Doumet (Chairman), Cardin, Odishaw and Irmscher, each of whom is an independent director. The primary purposes of the Nominating Committee are to identify and recommend individuals to serve as members of the Board, to recommend to the Board the duties, responsibilities, and members of each committee, and to assist the Board with other matters to ensure effective corporate governance, including making independence and other determinations related to director qualifications. The Nominating Committee is responsible for establishing the Board’s procedures for consideration of director nominees from shareholders and the Board’s process for shareholder communications with the directors. The Nominating Committee will consider qualified candidates for nomination for election to the Board recommended by our directors, officers and shareholders. In considering all such candidates, the Nominating Committee will take into account the candidate’s qualifications and the size, composition and needs of the Board, in the following areas of experience, judgment, expertise, and skills: our industries; accounting and finance; business judgment; management; leadership; business strategy; risk management; and corporate governance. All candidates should have a reputation for integrity, have experience in positions with a high degree of responsibility, be leaders in the companies, institutions, or professions with which they have been affiliated, and be capable of making a contribution to the company. Shareholders wishing to recommend a director candidate for consideration by the Nominating Committee should send all relevant information with respect to the individual to the chairman of the Committee in care of our Secretary. Shareholders and other interested persons who wish to contact the directors on other matters should contact our Secretary. Our Secretary, who may be contacted by mail at our corporate address or by e-mail at uslime@uslm.com, forwards communications to the director(s) as addressed in such communication. The Nominating Committee has adopted a written charter, which is available on our website located at www.uslm.com. The Nominating Committee reviews and assesses the adequacy of its charter on an annual basis.

	•	Our Audit Committee is composed of Messrs. Cardin (Chairman), Irmscher and Odishaw. Upon 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 Audit Committee is directly


		responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm (“independent auditors”). The Audit Committee is also responsible for overseeing the administration of our Code of Business Conduct and Ethics, which is available on our website located at www.uslm.com; reviewing and approving all related-party transactions; and administering our procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting control and auditing matters and for the confidential anonymous submission by our employees 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 our website located at 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 our officers and directors. The Compensation Committee is responsible for administering the 1992 plan and the 2001 plan. The Report of the Compensation Committee is included on page 13.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed of three independent directors as defined under the applicable rules of The NASDAQ Global Market, Section 10A(m)(3) of the Securities Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission. The Committee oversees the company’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’s independent registered public accounting firm (“independent auditors”). Management has primary responsibility for the company’s financial statements and reporting process, including the systems of internal control. Grant Thornton LLP, the company’s independent auditors, is responsible for performing an independent audit of the company’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 company and its management. The Audit Committee has considered whether the independent auditors’ provision of non-audit services to the company 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’s internal controls, and the overall quality of the company’s financial reporting.

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’s audited financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 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

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee of our Board of Directors has the responsibility for administering our executive compensation program. The Committee reviews and, as appropriate, makes recommendations to the full Board regarding the base salaries and annual cash bonuses for executive officers, and administers our 1992 plan and 2001 plan, including the grant of stock options and shares of restricted stock. Where appropriate, we have also entered into employment agreements with certain executive officers.

Compensation Philosophy and Objectives. Our principal executive compensation policy, 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 company and our 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 other than himself, which the Committee reviews and approves as submitted or with revisions, if any. The Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid compensation, between cash and non-cash compensation, or among different forms of non-cash compensation, and has not sought to formally benchmark our compensation against that of 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, is based on a number of largely subjective factors, including changes in the individual’s duties and responsibilities, the personal

performance of such executive officer, the performance of the 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.

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, Hughes, Owens, Bowers and Riggs effective in 2007 are 5.45%, 2.92%, 3.85%, 1.94% and 2.86%, respectively. In determining these increases, the primary factors considered were increases in the cost-of-living, the officers’ individual performances, the growth of the company and changes in their duties and responsibilities.

Annual Cash Bonuses. Each of our executive officers is eligible to receive annual cash bonuses based on determinations made by the Committee. Except in the case of Mr. Byrne, we have not adopted a formal or informal annual bonus 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 nonquantified performance 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. In the case of Mr. Byrne, in addition to the possibility of a subjective cash bonus in the discretion of the Committee, Mr. Byrne’s employment agreement provides for an objective annual cash bonus based on our EBITDA (earnings before interest, taxes, depreciation, and amortization) compared to certain EBITDA levels set forth in Mr. Byrne’s agreement for 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 greater of $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 Summary Compensation Table. The discretionary bonuses were awarded based on the substantial growth of the company, including increased production and sales, the performance of the company and each officer’s individual performance and accomplishments during 2006.

Stock-Based Awards. The Committee also administers our 1992 plan and 2001 plan to provide stock-based incentives to our 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, level of responsibility, past performance, and expectation of future performance. In determining the number of stock-based awards to be granted 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 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. 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. Byrne 30,000 options. In December 2006, the Committee and Mr. 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

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 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 Section 162(m). Our cash compensation and restricted stock grants are below the level at which this tax limitation would apply, and options granted under our 2001 plan are intended to constitute performance-based compensation not subject to the Section 162(m) limitation.

Summary Compensation Table

The following table sets forth the cash and non-cash compensation for 2006 earned by our President and Chief Executive Officer, our Chief Financial Officer and our three other executive officers:


													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


(1)		Reflects discretionary bonuses earned in 2006 and paid in 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 on Form 10-K.

(3)		Reflects Mr. Byrne’s EBITDA bonus earned in 2006 and paid in 2007.

(4)		Includes company contributions to the 401(k) plan, the value attributable to personal use of company-provided automobiles as included as compensation on each executive officer’s W-2 and, for Mr. Byrne, a $30,000 payment in lieu of our obligation to fund a life insurance or retirement arrangement.

(5)		Mr. Riggs began work with us in January 2006.

Grants of 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 option awards exercised by, and stock awards vested for, executive officers during 2006:


	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		—		—		—		—

Outstanding Equity Awards at Fiscal Year-End

The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock as of December 31, 2006:


	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)		These options vested on February 3, 2007.

(2)		These options vested 50% on February 2, 2007 and will vest 50% on February 2, 2008.

(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 2, 2008 and February 2, 2009.

(6)		These shares of restricted stock will vest 50% on June 29, 2007 and 50% on December 29, 2007.

Equity Compensation Plan Information

The following table sets forth information with respect to our equity compensation plans as of December 31, 2006:


					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. The agreements provide for a base salary to be reviewed annually. Mr. Byrne’s amended and restated 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. The agreements for Messrs. Hughes and Bowers provide each of them with an annual base salary of 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. In addition to the possibility of a discretionary bonus, Mr. Byrne is eligible to receive an objective bonus based on our earnings before interest, taxes, depreciation, and amortization (EBITDA) compared to certain levels set forth in his employment agreement, as discussed above. Mr. Byrne’s agreement also provides 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. The 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, Mr. Byrne is entitled to severance payments equal to two times his then-current annual base salary, benefits and bonuses if he voluntarily terminates his employment within nine months following the change of control or we terminate his employment without cause within two years following the change of control. Mr. Byrne is entitled to severance payments equal to his then-current annual base salary, benefits and bonuses for one year if he is terminated without 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’s notice before termination. Mr. Byrne’s and Mr. Hughes’ agreements contain certain post-termination covenants not to compete.

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 us. Pursuant to Mr. Byrne’s agreement, we have agreed to use our 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.

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 Committee

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

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 directors who are not also employees:


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

Non-employee directors are also granted 2,000 stock options annually under our 2001 plan on the date of our annual meeting of shareholders. The options are granted at the closing per share market price of our common stock on the date of grant and vest immediately.

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 through December 31, 2005, in each of the 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 on Form 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.

Tax Fees. Grant Thornton did not provide any tax services in 2006 or 2005.

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

The Audit Committee has adopted a pre-approval policy relating to the providing of services by our 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 chairman 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 was not covered by a prior Committee approval. The 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 meeting and knows of no other matters that will be presented. However, if any other matters properly come before the meeting, the persons designated as proxies on the enclosed proxy card intend to vote thereon in accordance with their best judgment.

SHAREHOLDER PROPOSALS

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

We must receive notice of other matters, including non-Rule 14a-8 proposals, that shareholders may wish to raise at the 2008 Annual Meeting of Shareholders by February 21, 2008. If we 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 Mr. Byrne.

The costs of solicitation of proxies for our annual meeting will be borne by us. Solicitation may be made by mail, personal interview, telephone, and/or facsimile by our officers and regular employees who will receive no additional compensation. We may specifically engage a firm to aid in our solicitation of proxies, for which services we would anticipate paying a standard reasonable fee plus out-of-pocket expenses. We 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
President and Chief Executive Officer

Dallas, Texas

April 6, 2007

United States Lime & Minerals, Inc.

Annual Meeting Proxy Card

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		+

Proxy - United States Lime & Minerals, Inc.

Proxy Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Antoine 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 23, 2007, at the Annual Meeting of Shareholders to be held on May 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 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.)

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