STOCK OPTION AGREEMENT

Date:                                                      Option Number: SP-11

May 15, 1997                                       Number of Shares Purchasable
                                                                        200,000

                              To Purchase Shares of

                              Class B Common Stock

                                       Of

                           K-V PHARMACEUTICAL COMPANY


THIS  CERTIFIES  THAT Marc S. Hermelin is hereby granted the option to purchase,
at the option  price of  $17.8125  per share,  all or any part of that number of
fully  paid and  non-assessable  shares of the Class B Common  Stock,  par value
$0.01 per share  ("Class B Common  Stock"),  of K-V  Pharmaceutical  Company,  a
Delaware  corporation  (hereinafter  called the "Company") above set forth, upon
and subject to the following terms and conditions:

         This Option and all rights to purchase  shares  hereunder  shall expire
three (3) years from the date hereof (hereinafter called the "expiration date").

         This  Option  and  all  rights   hereunder   shall  be  assignable  and
transferable.

         As of May 15, 1997, and prior to its expiration or earlier termination,
this  Option  shall  be  exercisable  from  time to time as to all or any of the
shares then  purchasable  hereunder  as follows:  During the  three-year  period
commencing  May 15, 1997 and ending May 14, 2000,  it may be exercised as to all
or any shares at any time during  which this Option shall be  exercisable  as to
the shares subject hereto.

         This Option may be exercised  from time to time only by delivery to the
Company at its main office  (attention of the Secretary) of a duly signed notice
in writing  stating  the number of shares  with  respect to which this Option is
being exercised and the time and date of delivery  thereof,  which time and date
of  delivery  shall be during  the  normal  business  hours of the  Company on a
regular  business  day not less than  fifteen (15) days after the giving of such
notice unless an earlier date has been mutually agreed upon; provided,  however,
that not less than ten (10) shares may be  purchased  at any one time unless the
number  purchased is the total number then purchasable  hereunder;  and provided
further  that this Option may not be  exercised  at any time when this Option or
the  granting or  exercise  hereof  violates  any law or  governmental  order or
regulation. At the time of delivery specified in such notice, the company shall,
without  transfer  or issue tax to the  holder  (or  other  person  entitled  to
exercise  this Option)  transfer and set aside for the benefit of the holder (or
other person entitled to exercise this Option) a certificate or certificates out
of the Company's  theretofore  authorized  but unissued or reacquired  shares of
Class B Common Stock as the Company may elect (with appropriate  legend thereon,
if deemed necessary by the Company,  containing the representation by the person
exercising the Option that the shares purchased shall be for investment purposes
and not with a view to resale or  distribution)  against  payment  of the option
price in full for the number of shares purchased by either (i) cash (including a
certified or bank  cashier's  check or the equivalent  thereof),  or (ii) at the
discretion of the Board by delivering at fair market value, as determined by the
Board,  Company  Common Stock  already  owned by the  Participant,  or (iii) any
combination  of cash and  Company  Common  Stock,  to be held by the Company and
subsequently  delivered  to the  holder (or such  other  person) as  hereinafter
provided.  If the  holder  fails to pay for any  part of the  number  of  shares
specified in such notice as required,  the right to purchase  such shares may be
terminated by the Board.

         To the extent that this Option has not been  exercised in full prior to
its termination or expiration date,  whichever occurs sooner, it shall terminate
and become void and of no effect.

         All Class B Common  Stock  purchased  pursuant  to the  exercise  of an
Option  shall be held by the  Company for a period of two years from the date of
exercise (the "Holding Period").

         Upon completion of the Holding Period (under normal Company  policies),
the Company shall deliver to the holder of the holder's personal representative,
as soon as practicable thereafter,  certificates representing the Class B Common
Stock purchased hereunder (the  "Certificates"),  free and clear of restrictions
except for the  restrictions  which are  necessary to assure  compliance  by the
Company and the holder with applicable  federal and state securities laws and/or
the listing requirements of any national securities exchange.

         This Option shall not confer upon the holder any right to remain in the
employ of the  Company or any  subsidiary  thereof and shall not confer upon the
holder any rights in the stock of the Company  prior to the  issuance of a stock
certificate pursuant to the exercise of this Option. No adjustment shall be made
for  dividends  or other  rights for which the record  date is prior to the date
such stock certificate is issued.

         In the event that the outstanding shares of Class B Common Stock of the
Company are hereafter  increased or decreased or changed into or exchanged for a
different  number or kind of shares or other  securities  of the  Company  or of
another corporation,  or in the event that there is a "corporate transaction" as
that term is  defined  in the  Regulations  under  Section  425 of the  Internal
Revenue  Code of 1986,  by  reason  of  reorganization,  merger,  consolidation,
recapitalization,  reclassification,  stock split-up,  spin-off,  combination of
shares or dividend  payable in capital stock,  this Option shall,  to the extent
that it has not been exercised,  entitle the holder upon the subsequent exercise
of this Option to such number and kind of securities or other property,  subject
to the terms of the Option, to which the holder would be entitled had the holder
actually owned the shares subject to the  unexercised  portion of this Option at
the time of the occurrence of such event, and the aggregate  purchase price upon
the  subsequent  exercise  of this  Option  shall be the same as if the  Class B
Common Stock of the Company originally optioned were being purchased as provided
herein;  provided,  however, that each such adjustment in the number and kind of
shares  subject to this Option,  including  any  adjustment in the Option price,
shall be made in such manner as not to constitute a "modification" as defined in
Section 425 of the Internal  Revenue Code of 1986. Any such  adjustment  made by
the Board of Directors shall be conclusive.

         The Company may  postpone  the issuance and delivery of shares upon any
exercise of this Option, if necessary, until admission of such shares to listing
on any stock exchange and completion of registration  and  qualification of such
shares under any applicable state or federal law, rule or regulation.

         The holder  hereof  shall make such  representations  and furnish  such
information  to the Company as may be appropriate to permit the Company to issue
such shares in  compliance  with the  provisions of the Security Act of 1933, as
amended (the  "Securities  Act"), or any other  applicable law,  including state
securities laws. Without limiting the generality of the foregoing,  if requested
by the Company,  the holder will  represent,  in form acceptable to the Company,
that the holder is purchasing any shares issued  pursuant  hereto for investment
purposes and not with a view to resale or distribution.

         This Option is issued pursuant to resolutions duly adopted by the Board
of Directors,  the receipt of a copy of which the holder  acknowledges by virtue
of the acceptance hereof, and is subject to all the terms and conditions of said
resolutions.

         A  determination  by the Board of Directors  of any question  which may
arise with respect to the  interpretation  and construction of the provisions of
this Option shall be final.

         WITNESS  the  seal  of the  Company  and  the  signatures  of its  duly
authorized officers or agents.

Dated:  May 15, 1997

                                            K-V PHARMACEUTICAL COMPANY


                                              /s/ Gerald R. Mitchell
                                            By
                                               Vice President, Finance

ACCEPTED:


 /s/ Marc S. Hermelin
Marc S. Hermelin