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 [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12

United States Lime & Minerals, Inc.
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(Name of Registrant as Specified In Its Charter)

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

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SEC 1913 (02-02)

(LOGO)

UNITED STATES LIME & MINERALS, INC.
13800 Montfort Drive, Suite 330
Dallas, Texas 75240

April 4, 2003

Dear Shareholders:

You are cordially invited to attend the 2003 Annual Meeting of
Shareholders at 10:00 a.m. on Friday, May 2, 2003, 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 the Directors and
Officers of the Company.

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 the Company, prior to the Annual Meeting, a written
notice of revocation.

I look forward to meeting and speaking with you at the Annual Meeting
on May 2, 2003.

Sincerely,

/s/ TIMOTHY W. BYRNE

Timothy W. Byrne
President and Chief Executive Officer
Enclosures

UNITED STATES LIME & MINERALS, INC.

Directions to the 2003 Annual Meeting of Shareholders

Friday, May 2, 2003, at 10:00 a.m.

CROWNE PLAZA SUITES
7800 ALPHA ROAD
DALLAS, TEXAS 75240

DIRECTIONS FROM DALLAS-FT. WORTH AIRPORT:

o Take the North exit from the airport

o East on I-635 (Lyndon B. Johnson Freeway)

o Exit at Coit Road, turning North (left) onto Coit

o Turn left at first intersection onto Alpha Road

o Hotel entrance is on the left before junction with
Blossomheath Road

DIRECTIONS FROM DOWNTOWN DALLAS:

o North on North Central Expressway (U.S. 75)

o Exit at Coit Road (exit passes over U.S. 75 and joins Coit)

o Continue North on Coit until you cross over I-635 (Lyndon B.
Johnson Freeway)

o Turn left at first intersection onto Alpha Road

o Hotel entrance is on the left before junction with
Blossomheath Road

(MAP)

UNITED STATES LIME & MINERALS, INC.
13800 Montfort Drive
Suite 330
Dallas, Texas 75240

NOTICE OF 2003 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 2, 2003

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

Notice is hereby given that the 2003 Annual Meeting of Shareholders of
United States Lime & Minerals, Inc., a Texas corporation (the "Company"), will
be held on Friday, the 2nd day of May, 2003, 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 21,
2003 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,

/s/ TIMOTHY W. BYRNE

Timothy W. Byrne
President and Chief Executive Officer
Dallas, Texas
April 4, 2003

(LOGO)

UNITED STATES LIME & MINERALS, INC.
13800 MONTFORT DRIVE
SUITE 330
DALLAS, TEXAS 75240

PROXY STATEMENT
FOR
2003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2003

INTRODUCTION

The accompanying form of proxy (the "Proxy 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"), for use at the 2003 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 Statement and the Proxy Card were first sent to shareholders of the
Company is April 4, 2003.

Shares of the Company's common stock, par value $0.10 per share (the
"Common Stock"), represented by valid Proxy Cards, duly signed, dated, and
returned to the Company 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 the
Board of Directors of the Company.

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 of the Company 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
the Company addressed to Timothy W. Byrne, President and Chief Executive
Officer, United States Lime & Minerals, Inc., 13800 Montfort Drive, Suite 330,
Dallas, Texas 75240; however, no such revocation shall be effective unless such
notice of revocation has been received by the Company at or prior to the Annual
Meeting.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

Only holders of record of Common Stock at the close of business on
March 21, 2003, the record date for the Annual Meeting, are entitled to notice
of and to vote at the Annual 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 Annual Meeting, there were
issued and outstanding 5,799,845 shares of Common Stock. At the Annual Meeting,
each shareholder of record on March 21, 2003 will be entitled to one vote for
each share of Common Stock registered in such shareholder's name on the record
date.

The following table sets forth, as of March 21, 2003, information with
respect to shareholders known to the Company to be the beneficial owners of more
than five percent of the issued and outstanding shares of Common Stock:

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

Inberdon Enterprises Ltd. 3,478,390 59.97%
1020-789 West Pender Street
Vancouver, British Columbia
Canada V6C 1H2 (1)

Robert S. Beall 623,435 10.74%
5300 Miramar Lane
Colleyville, Texas 76034

Grace & White, Inc. 292,662 5.05%
515 Madison Avenue, Suite 1700
New York, New York 10022

----------

(1) Inberdon Enterprises Ltd. ("Inberdon") 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 the Company's records as of March 21,
2003. In the case of Robert S. Beall, based on his Schedule 13G filed on
October 21, 2002 reporting shares as of October 17, 2002. Assuming Robert
S. Beall continued to own 623,435 shares on March 21, 2003, such shares
would represent 10.74% of the class as of such date. In the case of Grace &
White, Inc., based on Schedule 13G filed January 27, 2003 reporting shares
as of December 31, 2002. Assuming Grace & White, Inc. continued to own
292,662 shares on March 21, 2003, such shares would represent 5.05% of the
class as of such date.

SHAREHOLDINGS OF COMPANY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the number of shares of Common Stock
beneficially owned, as of March 21, 2003, by all directors and named executive
officers of the Company individually and all directors and executive officers as
a group:

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

Timothy W. Byrne 102,845 (2)(4) 1.77%
Richard W. Cardin 2,000 (5)
Antoine M. Doumet -- (3) --
Wallace G. Irmscher 9,000 (5)
Edward A. Odishaw 7,400 (5)
Johnney G. Bowers 22,493 (2)(4) (5)
Billy R. Hughes 61,312 (2)(4) 1.06%
Richard D. Murray 33,500 (2)(4) (5)
M. Michael Owens -- --

All Directors
and Executive Officers
as a Group (9 persons) 238,550 (2)(4) 4.11%

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

(2) Includes 6,845, 493, 3,860, and 500 shares allocated to Messrs. Byrne,
Bowers, Hughes, and Murray, respectively, under the Company's Employee
Stock Ownership Plan ("ESOP"), which was merged with the Company's 401(k)
profit-sharing plan effective July 31, 1999.

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

(4) Includes the following shares subject to stock options exercisable within
the next 60 days granted under the 1992 Stock Option Plan, as Amended and
Restated (the "1992 Plan") or the 2001 Long-Term Incentive Plan (the "2001
Plan"): Mr. Byrne, 80,000; Mr. Bowers, 22,000; Mr. Hughes, 52,000; and Mr.
Murray, 33,000.

(5) Less than 1%.

PROPOSAL 1: 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 of the Company. Mr. John
J. Brown served as a Director of the Company from July 1993 until his untimely
passing in August 2002.

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.
The Company's 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 the Board of Directors except where
authorization so to vote is withheld. Votes withheld and broker non-votes are
not counted in the election of directors.

The Board of Directors 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 45, rejoined the Company on December 8, 2000 as its
President and Chief Executive Officer, positions he previously held
during 1997 and 1998. Mr. Byrne has served the Company as a director
since 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 the Company in
2000, Mr. Byrne was President of Rainmaker Interactive, Inc., an
Internet services and communications company focused on strategy,
marketing, and technology.

RICHARD W. CARDIN

Mr. Cardin, age 67, has served as a director of the Company since
August 1998. He is a consultant 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 Intergraph
Corporation, a provider of end-to-end technical solutions and systems
integration services.

ANTOINE M. DOUMET

Mr. Doumet, age 43, has served as a director of the Company since July
1993 in the capacity of Vice Chairman. 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 80, has served as a director of the Company 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 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 67, has served as a director and Chairman of the Board
of the Company since July 1993. 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 the Canadian Bar Association and is a
non-practicing member of the Law Society of Saskatchewan.

EXECUTIVE OFFICERS
WHO ARE NOT ALSO DIRECTORS

JOHNNEY G. BOWERS

Mr. Bowers, age 56, joined the Company in June 1997 and has served as
Vice President - Manufacturing since that date. He has over 25 years of
engineering and operating experience. From May 1991 until he joined the
Company, 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.

BILLY R. HUGHES

Mr. Hughes, age 64, joined the Company in June 1973 and has served as
Senior Vice President - Sales & Marketing since December 1998. He has
more than 25 years of experience in the lime and limestone industry.
Mr. Hughes began his employment with the Company 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.

RICHARD D. MURRAY

Mr. Murray, age 62, joined the Company in May 1995 and served as Vice
President - Engineering until March 2001, when he was appointed Vice
President and Plant Manager for Texas Lime Company. He has over 35
years of experience in various management and engineering positions.
Prior to joining the Company, he was Vice President - Operations for
Lone Star Industries, Inc., a leading cement manufacturer.

M. MICHAEL OWENS

Mr. Owens, age 49, joined the Company in August 2002 as its Vice
President and Chief Financial Officer, Secretary and Treasurer. He has
over 25 years of financial and accounting experience. Prior to joining
the Company, Mr. Owens was Vice President - Finance at Sunshine Mining
and Refining Company ("Sunshine"), a silver mining company. Mr. Owens
held various financial and accounting officer positions with Sunshine
from 1983 to 2002.

CORPORATE GOVERNANCE

The Company has adopted a policy for Corporate Governance which is
broadly in line with the standards of The Nasdaq Stock Market, and commensurate
with its size and stage of development.

The Board consists of five directors, four of whom are independent
within the meaning of the Nasdaq rules. The fifth is the Company's 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 major policy
and strategy. The Board has a standing Executive Committee, Audit Committee, and
Compensation Committee, but does not have a standing nominating committee.

During the year ended December 31, 2002, the Board held nine meetings
(including six combined meetings with the Audit Committee), the Executive
Committee held one meeting, the Audit Committee held eleven meetings (including
six combined meetings with the Board), and the Compensation Committee held one
meeting. During the year ended December 31, 2002, 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 of the Board on
which he served.

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

o The Executive Committee is composed of Messrs. Odishaw (Chairman),
Doumet 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 to be exercised by the full
Board, and is required to report to the Board on all matters considered
and actions taken since the last meeting of the full Board.

o The Audit Committee is composed of three independent directors, Messrs.
Cardin (Chairman), Irmscher and Odishaw, one of whom is an accounting
professional. The Audit Committee reviews the results of independent
audits and the accounting policies of management, and it recommends to
the Board the appointment of the Company's independent auditors. A copy
of the Audit Committee's Revised Charter, which was adopted by the
Board effective February 27, 2003, is attached as Exhibit A to this
Proxy statement. The Report of the Audit Committee is set forth below.

o 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's officers and
directors. The Compensation Committee is responsible for administering
the 1992 Plan and the 2001 Plan. The Report of the Compensation
Committee follows the Report of the Audit Committee.

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 (the "Committee") is composed of three directors who are
independent directors, as defined under the rules of Nasdaq. The Committee
operates under a written charter adopted by the Board of Directors and oversees
the Company's financial reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial statements and the
reporting process, including systems of internal controls. Ernst & Young LLP,
the Company's independent auditors, is responsible for expressing an opinion on
the financial statements based on its audits. The principal duties and
responsibilities of the Committee are to:

o Review the financial information that will be provided to the shareholders
and others;

o Review the accounting policies that management has established;

o Review the systems of internal controls that management and the Board have
established;

o Recommend to the Board a firm to be selected as the Company's independent
auditors;

o Review the audit scope and plan and the results of the independent audit;

o Confirm the independence of the independent auditors, reviewing as
necessary all relationships and services which might bear on the
objectivity of the auditors;

o Review the non-audit services provided by the independent auditors, and the
fees for such services and conclude that the non-audit services provided
were compatible with maintaining the auditors' independence;

o Convey information among the Board and the independent auditors;

o Involve the independent auditors in the Committee's review of the Company's
financial statements and related reports with management;

o Provide the independent auditors with full access to the Committee and the
Board to report on any and all appropriate matters;

o Discuss with the independent auditors all matters required to be reviewed
by generally accepted auditing standards.

o Investigate any matter brought to the attention of the Committee within the
scope of its duties, with the power to retain outside counsel, or other
advisors, if judged appropriate; and

o Submit the minutes of all Committee meetings and report the results of the
Committee activities to the Board.

In fulfilling its oversight responsibilities, the Committee reviewed the audited
financial statements in the Company's 2002 Annual Report with both management
and the Company's independent auditors, Ernst & Young LLP, which included a
discussion of the quality as well as the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.

The Committee has discussed with Ernst & Young LLP the matters required to be
discussed pursuant to Statement on Auditing Standards No. 61 (Communication with
Audit Committees). In addition,

the Committee has received and reviewed the written disclosures from Ernst &
Young LLP required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has also discussed with Ernst & Young LLP
its independence.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
Company's audited financial statements be included in its Annual Report on Form
10-K for the year ended December 31, 2002 for filing with the Securities and
Exchange Commission.

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 THE COMPENSATION COMMITTEE

The members of the Compensation Committee of the Board of Directors (the
"Committee") have the responsibility for administering the executive
compensation program of the Company. The Compensation Committee reviews and
makes recommendations to the full Board of Directors regarding the base salaries
and annual incentive compensation for executive officers, and administers the
Company's 1992 Stock Option Plan, as Amended and Restated (the "1992 Plan") and
the Company's 2001 Long-Term Incentive Plan (the "2001 Plan").

COMPENSATION POLICIES. The 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 Company and its 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 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 shares of stock and other stock-based compensation provide executives
long-term incentive and help align the interests of executives and shareholders
in the enhancement of shareholder value.

As discussed elsewhere in this Proxy Statement, the Company has entered into
employment agreements with Messrs. Bowers, Hughes and Byrne. These agreements
provide for an annual base salary, bonuses, the use of a Company car,
reimbursement of business expenses, participation in the 401(k) profit-sharing
plan, severance arrangements and other benefits. The Committee has determined
that such agreements are appropriate means to achieve the Company's overall
compensation policies.

2002 COMPENSATION. The Company's executive compensation packages have three
separate elements; consisting of base salary, annual incentive compensation, and
long-term incentive compensation. The compensation packages 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.

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 be based
on a number of largely subjective factors, including 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. Executive officer raises in 2002 averaged
approximately 2.5%. Mr. Byrne's base salary did not increase in 2002.

ANNUAL INCENTIVE COMPENSATION. Each of the Company's executive officers is
eligible to receive annual cash bonus awards based on determinations made by the
Committee. Except in the case of Mr. Byrne, the Company has not adopted a formal
annual bonus plan. Rather, the determination to pay a cash bonus, if any, is
based on the Committee's subjective judgment with respect to the past
performance of the individual, or on the individual's attainment of objective
performance goals. 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 awarded the following bonuses for 2002: Mr. Bowers, $2,000; Mr.
Hughes, $7,500; Mr. Murray, $5,000; and Mr. Owens, $4,000 which were paid in
2003.

As described elsewhere in this Proxy Statement, Mr. Byrne's employment agreement
provides for an objective annual cash bonus based on percentage increases in the
Company's EBITDA (earnings before interest, taxes, depreciation and
amortization) using 2000 EBITDA as a base, as well as the possibility of a
subjective cash bonus in the discretion of the Committee. For 2002, the increase
in the Company's EBITDA resulted in Mr. Byrne's earning an objective bonus of
approximately $90,000. In addition, the Committee awarded Mr. Byrne a
discretionary bonus of $10,000, for a total bonus of $100,000 for 2002 which was
paid in 2003.

LONG-TERM INCENTIVE COMPENSATION. The Committee also administers the 1992 Plan
and the 2001 Plan to provide long-term incentives to its key employees,
including executive officers. Grants of options, restricted shares of stock and
other stock-based compensation are based on each individual's position within
the Company, level of responsibility, past performance and expectation of future
performance. No options or other stock-based compensation were granted during
2002.

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 cash compensation is well below the level at which
this tax limitation would apply, and most of the Company's stock options granted
previously were not subject to the limitation. 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 the 2001 Plan 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

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation for
each of the last three fiscal years earned by the current President and Chief
Executive Officer, and four other executive officers of the Company:

LONG-TERM
ANNUAL COMPENSATION COMPENSATION ALL OTHER COMPENSATION
------------------- ------------ ----------------------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (#) 401(k)
------------------- ---- -------- -------- ------------ ------
(1) (2) (3)

Timothy W. Byrne (4) 2002 $240,000 $175,000 -- $4,000
President and Chief 2001 $240,000 -- 80,000 $3,400
Executive Officer 2000 $ 15,538 -- -- --

Billy R. Hughes 2002 $155,813 $ 10,000 -- $3,163
Senior Vice President 2001 153,750 -- -- $3,125
Sales and Marketing 2000 153,750 $ 5,000 -- $3,122

Johnney G. Bowers 2002 $141,965 $ 2,000 -- $2,945
Vice President - 2001 $141,965 -- -- $2,921
Manufacturing 2000 $141,965 $ 4,000 -- $2,907

Richard Murray 2002 $113,628 $ 10,000 -- $2,299
Vice President - 2001 $107,625 -- -- $2,261
Texas Lime 2000 $107,625 $ 3,000 -- $2,196

M. Michael Owens (5) 2002 $ 45,337 -- -- --
Vice President and Chief
Financial Officer

-------------

(1) Bonuses were earned in the previous year and paid in the year shown.

(2) Mr. Byrne was granted options pursuant to the 1992 Plan for 30,000 shares
on February 22, 2001 at $5.50 per share and for 50,000 shares under the
2001 Plan on June 30, 2001 at $4.94 per share.

(3) Company contribution to defined contribution plan.

(4) Mr. Byrne was elected President and Chief Executive Officer on December 8,
2000.

(5) Mr. Owens was elected Vice President and Chief Financial Officer on August
9, 2002.

AGGREGATED OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUES

The following table sets forth information with respect to stock options
exercised by the named executive officers during 2002 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 (#) ($) at Year-End (#) at Year-End ($)
----------------- ------------ -------- ------------------------------ --------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Timothy W. Byrne -- -- 80,000 -- -- --
Johnney G. Bowers -- -- 22,000 -- -- --
Billy R. Hughes -- -- 52,000 -- -- --
Richard D. Murray -- -- 33,000 -- -- --

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information with respect to the
Company's equity compensation plans as of December 31, 2002:

Number of shares to be Weighted average
issued upon exercise of exercise price of
outstanding options, outstanding options, Number of shares remaining
Plan Category warrants and rights warrants and rights available for future issuance
------------- ----------------------- -------------------- -----------------------------

Equity compensation plans
approved by security holders 225,000 $6.55 425,000

Equity compensation plans
not approved by security
holders -- -- --
------- ----- -------
Total 225,000 $6.55 425,000

EXECUTIVE EMPLOYMENT AND TERMINATION AGREEMENTS

The Company has employment agreements with Messrs. Bowers, Hughes and
Byrne. 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 and the Company entered into an employment agreement as of
December 8, 2000, which provides him with an annual base salary of at least
$240,000. In addition to the base salary, the agreements for Messrs. Byrne,
Bowers and Hughes provide for a discretionary bonus to be determined by the
Compensation Committee of the Board of Directors. In addition to the possibility
of a discretionary bonus, Mr. Byrne's agreement provides that Mr. Byrne is
eligible to receive an objective bonus determined by percentage increases in the
Company's earnings before interest, taxes, depreciation, and amortization
("EBITDA"). In the event of a change of control of the Company, and Mr. Byrne's
termination, Mr. Byrne is entitled to severance payments equal to his
then-current annual base salary, benefits and bonuses for at least one year,
depending on the reason for and date of his termination in relation to the
change in control. The employment agreements also provide for use of a Company
car, reimbursement of business expenses, and participation in the Company's
401(k) profit-sharing plan. Participation in the Company's ESOP ceased on July
31, 1999 when the ESOP was merged with the 401(k) profit-sharing plan. 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 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. Mr. Hughes' and Mr. Byrne's
agreements contain certain post-termination covenants not to compete. Mr.
Bower's and Mr. Hughes' agreements have no expiration dates. Mr. Byrne's
agreement expires on December 31, 2003, and is thereafter renewable for
successive one-year periods, unless the agreement is terminated earlier by him
or the Company. Pursuant to Mr. Byrne's employment agreement, the Company agreed
to use its best efforts to cause Mr. Byrne to remain on the Board and to be
appointed a member of the Executive Committee of the Board.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company, other than the Chairman
of the Board of Directors, are paid an annual retainer of $11,000 plus $600 per
day on Company business. The Chairman of the Board is paid an annual retainer of
$40,000 plus $800 per day on Company business.

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 Florida Rock
Industries, Lafarge Corporation, Martin Marietta Materials, Inc. and Oglebay
Norton Company. The graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 on December 31, 1997, and that
all dividends have been reinvested.

(GRAPH)

ASSUMES $100 INVESTED ON DECEMBER 31, 1997
ASSUMES DIVIDENDS REINVESTED THROUGH
FISCAL YEAR ENDED DECEMBER 31, 2002

12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-------- -------- -------- -------- -------- --------

U.S. LIME & MINERALS, INC. $100 $ 99.61 $ 97.45 $ 70.69 $ 81.46 $ 54.52
PEER GROUP INDEX $100 $148.02 $107.47 $105.64 $142.74 $118.71
NASDAQ MARKET INDEX $100 $141.04 $248.76 $156.35 $124.64 $ 86.94

INDEPENDENT AUDITORS

A summary of Ernst & Young LLP's fees billed to the Company for the
year ended December 31, 2002 are as follows:

Audit fees: $ 84,500

Information systems design and implementation $ --

Other fees:

Audit related $ 80,000

Tax consulting and compliance services $ 35,324

Total other fees $115,324

The Audit Committee has considered the compatibility of nonaudit
services with the auditors' independence.

Audit fees include fees for the audit of the December 31, 2002
financial statements and related quarterly reviews performed during the year.
Audit related fees include typical assurance services that are excluded from the
restrictive definition of audit fees and embezzlement investigation and related
restatement costs.

Representatives of the firm of Ernst & Young LLP are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
if they so desire and will be available to respond to appropriate questions.

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 Annual 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 the Company under Securities and
Exchange Commission ("SEC") Rule 14a-8 under the Securities Exchange Act of 1934
for inclusion in the Company's Proxy Statement for its 2004 Annual Meeting of
Shareholders must be received by the Company at its office in Dallas, Texas,
addressed to Timothy W. Byrne, President and Chief Executive Officer of the
Company, not later than December 3, 2003. Such Rule 14a-8 shareholder proposals
must comply with SEC rules.

The Company must receive notice of other matters, including non-Rule
14a-8 proposals, that shareholders may wish to raise at the 2004 Annual Meeting
of Shareholders by February 16, 2004. If the Company does 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 be addressed to Timothy W. Byrne, President and Chief
Executive Officer of the Company.

The costs of solicitation of Proxies for the Annual Meeting will be
borne by the Company. Solicitation may be made by mail, personal interview,
telephone, and/or telegraph by officers and regular employees of the Company who
will receive no additional compensation therefor. The Company may specifically
engage a firm to aid in the solicitation of Proxies, for which services the
Company would anticipate paying a standard reasonable fee plus out-of-pocket
expenses. The Company will bear the reasonable expenses incurred by banks,
brokerage firms, and other custodians, nominees, and fiduciaries in forwarding
proxy materials to beneficial owners.

UNITED STATES LIME & MINERALS, INC.

/s/ TIMOTHY W. BYRNE

TIMOTHY W. BYRNE
Dallas, Texas President and Chief Executive Officer
April 2, 2003

EXHIBIT A

UNITED STATES LIME & MINERALS, INC.

AUDIT COMMITTEE CHARTER

Organization

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") shall be composed of three independent directors, all of whom are
financially literate. At least one member will have accounting or related
financial management expertise.

Role of the Committee

To assist the Board in fulfilling its responsibility for overseeing the
corporate accounting and reporting practices of the Company.

Principal Duties and Responsibilities

The principal duties and responsibilities of the Audit Committee are
to:

o Review the financial information that will be provided to the
shareholders and others;

o Review the accounting policies that management has established;

o Review the systems of internal controls that management and the
Board have established;

o Recommend to the Board a firm to be selected as the Company's
independent auditors;

o Review the audit scope and plan and the results of the
independent audit;

o Confirm the independence of the independent auditors, reviewing
as necessary all relationships and services which might bear on
the objectivity of the auditors;

o Review the non-audit services provided by the independent
auditors, the fees for such services and conclude that the other
services provided were compatible with maintaining the auditors'
independence;

o Convey information among the Board and the independent auditors;

o Involve the independent auditors in the Committee's review of the
Company's financial statements and related reports with
management;

o Provide the independent auditors with full access to the
Committee and the Board to report on any and all appropriate
matters;

o Discuss with the independent auditors all matters required to be
reviewed by generally accepted auditing standards;

o Investigate any matter brought to the attention of the Committee
within the scope of its duties, with the power to retain outside
counsel, or other advisors, if judged appropriate; and

o Submit the minutes of all Committee meetings and report the
results of the Committee activities to the Board.

Disclosure to Shareholders

The Audit Committee Charter will be reproduced in the Company's annual
proxy statement to shareholders together with a report from the Committee and
any required disclosure.

Effective: February 27, 2003

+
00000 0000000000 0 0000
UNITED STATES LIME & MINERALS, INC.
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3 000000000.000 ext
ADD 4 000000000.000 ext
ADD 5
ADD 6 HOLDER ACCOUNT NUMBER

C 1234567890 J N T

(POSTAL BAR CODE) (BAR CODE)

[ ] Mark this box with an X if you have made
changes to your name or address details above.

----------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
----------------------------------------------------------------------------------------------------------------------------------

[A] ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR all nominees in the Election of Directors.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT

01-T. W. Byrne, 02-R. W. Cardin, [ ] [ ] [ ]
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)
-------------------------------------------------- -------------------------------------------------- -----------------

-------------------------------------------------- -------------------------------------------------- -----------------

----------------------------------------------------------------------------------------------------------------------------------
PROXY - UNITED STATES LIME & MINERALS, INC.
----------------------------------------------------------------------------------------------------------------------------------

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Edward A. Odishaw 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 21, 2003, at the Annual Meeting of Shareholders to be held
on May 2, 2003, 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 2, 2003, 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.)