<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended                    December 31, 1995
                              -------------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from____________________ to _______________________







Commission file number                   1-7335
                      --------------------------------------------------------

                            LEE PHARMACEUTICALS
------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<CAPTION>
<S>                                              <C>
               California                                     95-2680312
---------------------------------------------    ------------------------------------
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification No.)
             or organization)
</TABLE>


           1444 Santa Anita Avenue, South El Monte, California  91733
------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (818) 442-3141
------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

     Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes  X   No
    ---     ---

     As of December 31, 1995 there were outstanding 4,135,162 shares of common
stock of the registrant.

     Transitional Small Business Disclosure Format (check one):

Yes      No  X
    ---     ---


<PAGE>

                                                          FORM 10-QSB


                              LEE PHARMACEUTICALS
                                  BALANCE SHEET
                                DECEMBER 31, 1995
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                   ASSETS
<S>                                                        <C>           <C>
Cash                                                                     $    67

Accounts and notes receivable (net of allowances: $372)                    1,213

Inventories:
    Raw materials                                           $1,781
    Work in process                                            249
    Finished goods                                             461
                                                           -------

    Total inventories                                                      2,491

Other current assets                                                       1,134
                                                                         -------
    Total current assets                                                   4,905

Property, plant and equipment (less
    accumulated depreciation and
    amortization: $6,567)                                                    548

Goodwill and other assets, net of
    accumulated amortization                                               2,894
                                                                         -------
        TOTAL                                                            $ 8,347
                                                                         -------
                                                                         -------

</TABLE>


                         See notes to financial statements.

<PAGE>

                                                          FORM 10-QSB


                                LEE PHARMACEUTICALS
                                   BALANCE SHEET
                                 DECEMBER 31, 1995
                               (DOLLARS IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
<CAPTION>

     LIABILITIES
<S>                                                 <C>
Note payable to bank                                  $   283
Notes payable, other                                      250
Current portion - royalty agreements                      743
Accounts payable                                        1,631
Other accrued liabilities                                 563
Due to related parties                                    153
Deferred income                                            65
                                                      -------

     Total current liabilities                          3,688
                                                      -------

Long-term notes payable to related parties              3,293
                                                      -------

Long-term payable--royalty agreements, less
  current portion $743,000                              1,329
                                                      -------

Deferred income                                           256
                                                      -------

     COMMITMENTS AND CONTINGENCIES

     STOCKHOLDERS' DEFICIENCY

Common stock, $.10 par value; authorized,
  7,500,00 shares; issued and outstanding,
  4,135,162 shares                                        413

Additional paid-in capital                              4,222

Accumulated deficit                                    (4,854)
                                                      -------

     Total stockholders' deficiency                      (219)
                                                      -------

          TOTAL                                       $ 8,347
                                                      -------
                                                      -------

</TABLE>


                   See notes to financial statements.


<PAGE>

                                                          FORM 10-QSB


                           LEE PHARMACEUTICALS

                         STATEMENTS OF OPERATIONS
            (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                FOR THE THREE MONTHS
                                                  ENDED DECEMBER 31,
                                                1995             1994
                                             ----------       ----------
                                             (UNAUDITED)      (UNAUDITED)
<S>                                          <C>              <C>
Gross revenues                                $  1,970         $ 2,501
Less: Sales returns                               (167)            (85)
      Cash discounts and others                    (18)            (20)
                                              --------         -------

Net revenues                                     1,785           2,396
                                              --------         -------

Costs and expenses:

   Cost of sales                                   729             924
   Selling and advertising expense                 774           1,007
   General and administrative expense              347             380
                                              --------         -------


Total costs and expenses                         1,850           2,311
                                              --------         -------


(Loss) income from operations                      (65)             85

Other income                                        16              18
                                              --------         -------


Net (loss) income                               $  (49)        $   103
                                              --------         -------
                                              --------         -------

Per share:

   Net (loss) income                            $ (.01)        $  .02
                                              --------         -------
                                              --------         -------


</TABLE>

                     See notes to financial statements.

<PAGE>

                                                          FORM 10-QSB


                             LEE PHARMACEUTICALS
                           STATEMENTS OF CASH FLOWS
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                 FOR THE THREE MONTHS
                                                  ENDED DECEMBER 31,
                                                1995             1994
                                             ----------       ----------
                                             (UNAUDITED)      (UNAUDITED)
<S>                                          <C>              <C>

Cash flows from operating activities:
  Net (loss) income . . . . . . . . . . . . .  $   (49)         $   103
                                               -------          -------
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
  Depreciation. . . . . . . . . . . . . . . .       48               69
  Amortization of intangibles . . . . . . . .       68               72
Change in operating assets and liabilities:
  Decrease (increase) in accounts receivable.      118             (553)
  (Increase) decrease in inventories  . . . .      (31)              60
  (Increase) decrease in other current assets      (47)              64
  (Decrease) increase in accounts payable . .       (5)             303
  (Decrease) in accounts payable
    related party . . . . . . . . . . . . . .     (235)              (5)
  (Decrease) in note payable bank . . . . . .       (6)              (2)
  Increase in notes payable - other . . . . .       85               --
  Increase (decrease) in other accrued
    liabilities . . . . . . . . . . . . . . .      105              (89)
  (Decrease) in deferred income . . . . . . .      (16)             (16)
                                               -------          -------
  Total adjustments . . . . . . . . . . . . .       84              (97)
                                               -------          -------
  Net cash provided by operating activities .       35                6
                                               -------          -------

Cash flows from investing activities:
  Additions to property, plant, and equipment       (9)             (35)
  Acquisition of product brands . . . . . . .      (29)            (335)
                                               -------          -------
                                               -------          -------

  Net cash (used in) investing activities . .      (38)            (370)


Cash flows from financing activities:
  Increase in bank overdraft. . . . . . . . .       --               20
                                               -------          -------
  (Payments on) proceeds from notes payable
    to related parties  . . . . . . . . . . .      (53)             250
                                               -------          -------

    Net cash (used in) provided by financing
      activities. . . . . . . . . . . . . . .      (53)             270
                                               -------          -------

Net (decrease) in cash  . . . . . . . . . . .      (56)             (94)
Cash, beginning of year . . . . . . . . . . .      123              106
                                               -------          -------

Cash, end of year . . . . . . . . . . . . . .  $    67          $    12
                                               -------          -------
                                               -------          -------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:

  Interest. . . . . . . . . . . . . . . . . .  $    57          $    33
                                               -------          -------
                                               -------          -------

</TABLE>

                       See notes to financial statements.



<PAGE>

                                                          FORM 10-QSB


   NOTES TO FINANCIAL INFORMATION

1. Basis of presentation:

   The accompanying balance sheet as of December 31, 1995, and the statements
   of operations and cash flows for the periods ended December 31, 1995, and
   1994, have not been audited by independent accountants but reflect all
   adjustments, consisting of any normal recurring adjustments, which are, in
   the opinion of management, necessary to a fair statement of the results for
   such periods.  The results of operations for the three months ended December
   31, 1995, are not necessarily indicative of results to be expected for the
   year ending September 30, 1996.

   Certain information and footnote disclosure normally included in financial
   statements prepared in accordance with generally accepted accounting
   principles have been omitted pursuant to the requirements of the Securities
   and Exchange Commission, although the Company believes that the disclosures
   included in these financial statements are adequate to make the information
   not misleading.

   The financial statements should be read in conjunction with the financial
   statements and notes thereto included in the Company's annual report on Form
   10-KSB for the fiscal year ended September 30, 1995.

   The Company is involved in various matters involving environmental cleanup
   issues.  SEE "Item 2. Management's Discussion and Analysis or Plan of
   Operations" and Note 10 of Notes to Financial Statements included in the
   Company's Form 10-KSB for the fiscal year ended September 30, 1995.  The
   ultimate outcome of these matters cannot presently be determined.
   Environmental expenditures that relate to an existing condition caused by
   past operations, and which do not contribute to current or future revenue
   generation, are expensed.  The Company's proportionate share of the
   liabilities are recorded when environmental remediation and/or cleanups are
   probable, and the costs can be reasonably estimated.

2. Net income (loss) per share:

   Net income (loss) per share is based on the weighted average number of
   shares of common stock outstanding during the periods presented.  Common
   stock equivalents are included in these calculations where their effect on
   net income per share is dilutive.  The weighted average number of shares was
   4,135,162 for all periods presented.

3. Change in accounting policy:

   The Company has changed its method of accounting for royalty agreements in
   connection with brand acquisitions.  Minimum royalty obligations that are
   fixed and certain in amount are "grossed up" and recorded as liabilities.
   The related intangible assets acquired are amortized over the life of the
   royalty agreement.  This change which is a grossing up of assets and
   liabilities, in equal amounts, has no effect on the statements of operations.

   Certain reclassifications have been made in the Statement of Cash Flows for
   the quarter ending December 31, 1994, to make the statement comparable to the
   December 31, 1995 presentation.

ITEM 2.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

   MATERIAL CHANGES IN RESULTS OF OPERATIONS
   THREE MONTHS ENDED DECEMBER 31, 1995, AND DECEMBER 31, 1994

   Gross revenues declined by 21% from $2,501,000 in the quarter ended
   December 31, 1994, to $1,970,000 in the quarter ended December 31, 1995.
   The lower gross revenues were attributed to a decrease in the Company's
   nail products.  The reduced sales volume was the result of customer
   consolidations by the retailers and an overall decline in the nail extender
   market.  The reduction in gross revenues was marginally offset by sales of
   the newly acquired over-the-counter brands such as; XS-Registered Trademark-,
   Baby Gasz-TM-, Baby Gumz-TM-, and Brush 'n Floss-Registered Trademark-.


<PAGE>

                                                          FORM 10-QSB


   Net revenues decreased by approximately $611,000 or 26% for the three
   months ended December 31, 1995, as compared to the three months ended
   December 31, 1994.  The reduction in net revenue was due to the same reasons
   noted above regarding gross revenues.  In addition, the sales returns
   increased $82,000 or 96% when comparing the three months ended December 31,
   1995, and 1994.  The sales returns during the quarter ended December 31,
   1994, were abnormally low.  The Company's percentage of sales returns
   to gross sales varies from quarter to quarter, but the overall average
   is approximately 8 - 12%.

   Cost of sales was 37% of gross revenues for the quarters ended
   December 31, 1995, and December 31, 1994.  The percentage remained constant
   due to the Company's ability to consolidate its production facilities
   (reducing overall occupied facility square footage by 25%) since August
   1995 and decreasing other manufacturing overhead costs because of the
   lower sales volume.

   Selling and advertising expenses declined $233,000 or 23% when comparing
   the three months ended December 31, 1995, with three months ended
   December 31, 1994.  The reduction of expenses was mainly due to the
   following factors; 1) decrease in payroll and related fringe benefits
   due to cutbacks of personnel, 2) decline in advertising promotional
   costs, 3) lower manufacturer representative commissions (lower sales
   volume) and 4) lower freight and amortization expenses.

   General and administrative expenses decreased when comparing the
   quarters ended December 31, 1995, and 1994.  The decrease of
   approximately $33,000 or 9% was primarily due to the reduction in payroll
   and related fringe benefits due to cutbacks of personnel.  This decrease
   was partially offset by an increase in interest expense due to an increase
   in the average debt outstanding and higher average monthly interest rates.

   LIQUIDITY AND CAPITAL RESOURCES

   During the three months ended December 31, 1995, working capital decreased
   to $1,217,000 from $1,260,000 at September 30, 1995.  The Company's
   current ratio was 1.3 to 1 at December 31, 1995, and September 30, 1995.

   The Company has taken steps to conserve cash by reducing its occupied
   facility square footage by 25% since August 1995.  The six month advance
   rent buyout and subleases associated with two vacated facilities will
   have an annualized economic savings of approximately $133,000.
   Additionally, the Company is conducting a review of its inventory and is
   diligently working to reduce the amount of working capital tied up in
   inventory.

   The Company has an accumulated deficit of $4,854,000.  The Company's
   recurring losses from operations and inability to generate sufficient
   cash flow from normal operations to meet its obligations as they came
   due raise substantial doubt about the Company's ability to continue
   as a going concern.  The Company's ability to continue in existence is
   dependent upon future developments, including obtaining additional
   financing and achieving a level of profitable operations sufficient to
   enable it to meet its obligations as they become due.

   ENVIRONMENTAL MATTERS

   The Company owns a manufacturing facility located in South El Monte,
   California.  The California Regional Water Quality Control Board (The
   "RWQCB"), has alleged that the soil and shallow groundwater at the site
   are contaminated.  On August 12, 1991, the Board issued a "Cleanup
   and Abatement Order" directing the Company to conduct further testing
   and cleanup the site.  The Company did not complete the testing, and
   in June, 1992, the RWQCB requested that the EPA evaluate the contamination
   and take appropriate action.  At the EPA's request, Ecology & Environment,
   Inc. conducted an investigation of soil and groundwater on the Company's
   property.  Ecology & Environment Inc.'s Final Site Assessment Report,
   which was submitted to the EPA in June, 1994, did not rule out the
   possibility that some of the contamination originated onsite, and resulted
   from either past or current operations on the property.  While the Company
   may be liable for all or part of the costs of remediating the contamination
   on its property, the remediation cost is not known at this time.  The EPA has
   not taken any further action in this matter, but may do so in the future.

<PAGE>

                                                          FORM 10-QSB


   The Company and nearby property owners are in the process of engaging a
   consultant to perform a site investigation with respect to soil and
   shallow groundwater contamination.  Based upon proposals received to
   date, the Company currently estimates the cost to perform the site
   investigation to be $175,000.  Accordingly, while recognizing it may
   be jointly and severally liable for the entire cost, the financial
   statements as of September 30, 1995, recognized the proportionate amount
   ($87,500) which the Company believes is its liability for a site
   investigation.

   The tenants of nearby properties upgradient have sued the Company
   alleging that hazardous materials from the Company's property caused
   contamination on the properties leased by the tenants.  The case name
   is DEL RAY INDUSTRIAL ENTERPRISES, INC. v. ROBERT MALONE, ET AL.,
   Los Angeles County Superior Court, Northwest District, commenced
   August 21, 1991.  In this action, the plaintiff alleges environmental
   contamination by defendants of its property, and seeks a court order
   preventing further contamination and monetary damages.  The Company
   does not believe there is any basis for the allegations and is vigorously
   defending the lawsuit.

   The Company's South El Monte manufacturing facility is also located
   over a large area of possibly contaminated regional groundwater which
   is part of the San Gabriel Valley Superfund site.  The Company has
   been notified that it is a potentially responsible party ("PRP") for
   the contamination.  The cost of cleanup of the groundwater is not
   known at this time.  In September 1992, EPA announced that the levels
   of contamination in the Whittier Narrows area of the Superfund site
   were sufficiently low and that it was not planning a cleanup at this
   time, but rather would continue to monitor the groundwater for an indefinite
   period.  The Company's property is adjacent to the Whittier Narrows area.
   Except as described above, it is not clear what action the EPA will take with
   respect to the Company's property.

   In August 1995, the Company was informed that the EPA entered into an
   Administrative Order on Consent with Cardinal Industrial Finishes
   ("Cardinal") for a PRP lead remedial investigation and feasibility study
   (the "Study") which the EPA states, will both characterize the extent
   of groundwater contamination in South El Monte and analyze alternatives
   to control the spread of contamination.  The Company and others have
   entered into the South El Monte Operable Unit Site Participation Agreement
   with Cardinal pursuant to which, among other things, Cardinal will contract
   with an environmental firm to conduct the Study.  The Study is anticipated
   to take eighteen to twenty-four months.  The Company's share of the cost
   of the Study is currently $15,000 and was accrued for in the financial
   statements as of September 30, 1995.

   The City of South El Monte, the city in which the Company has it's
   manufacturing facility, is located in the San Gabriel Valley.  The
   San Gabriel Valley has been declared a Superfund site. The 1995 Water
   Quality Control Plan issued by the California Regional Water Quality
   Control Board states that the primary groundwater basin pollutants in the
   San Gabriel Valley are volatile organic compounds from industry, nitrates
   from subsurface sewage disposal and past agricultural activities.  In
   addition, the Plan noted that hundreds of underground storage tanks leaking
   gasoline and other toxic chemicals have existed in the San Gabriel Valley.
   The California Department of Toxic Substance Control have declared large
   areas of the San Gabriel Valley to be environmentally hazardous and subject
   to cleanup work.

   The Company believes the City of South El Monte does not appear to be
   located over any of the major plumes.  However, the EPA recently announced
   it is studying the possibility that, although the vadose soil and
   groundwater, while presenting cleanup problems, there may be a
   contamination by DNAPs (dense non-aqueous phase liquids), i.e., "sinkers",
   usually chlorinated organic cleaning solvents.  The EPA has proposed to
   drill six "deep wells" throughout the City of South El Monte at an
   estimated cost of $1,400,000.  The EPA is conferring with SEMPOA (South El
   Monte Property Owners Association) as to cost sharing on this project.
   SEMPOA has obtained much lower preliminary cost estimates.  The outcome cost
   and exact scope of this are unclear at this time.

   The Securities and Exchange Commission has issued a formal order of
   investigation concerning certain matters, including the Company's
   environmental liabilities.  The Company is cooperating with the
   investigation.

   Currently, the Company does not have any reliable information on the
   likely cleanup costs of its property.  Thus, it cannot determine the
   extent, if any of its share of liability for any such costs.  The Company
   has been seeking reimbursement of costs from its insurance carriers, who
   have denied reimbursement of costs, based on their review and analysis
   of the insurance policies, the history of the site, the nature of the
   claims, and current court decisions in such cases.



<PAGE>

                                                          FORM 10-QSB

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The information set forth under Part I, Item 2, "Management's Discussion and
Analysis or Plan of Operations - Environmental Matters" is incorporated
herein by reference.  SEE ALSO "Legal Proceedings" in the Company's Form
10-KSB for the fiscal year ended September 30, 1995.

Item 6.  Exhibits

The following exhibits have previously been filed by the Company:

    3.1   -  Articles of Incorporation, as amended  (1)

    3.4   -  By-laws, as amended December 20, 1977  (2)

    3.5   -  Amendment of By-laws effective March 14, 1978  (2)

    3.6   -  Amendment to by-laws effective November 1, 1980  (3)

    10.1  -  Qualified Stock Option Plan including forms of grant  (4)

    10.2  -  1985 Employee Incentive Stock Option Plan  (5)

    10.3  -  Description of bonus agreements between the Registrant and its
             officers  (2)

    10.4  -  Lease dated December 1, 1990, for the premises located at 1470
             Santa Anita Avenue, South El Monte, California  (6)

    10.5  -  Lease dated April 16, 1990, for the premises located at 1425 and
             1427 Lidcombe Avenue, South El Monte, California  (6)

    10.6  -  Lease dated April 16, 1990, for the premises located at 1434
             Santa Anita Avenue, South El Monte, California  (6)

    10.7  -  Lease dated April 16, 1990, for the premises located at 1460
             Santa Anita Avenue, South El Monte, California  (6)

    10.8  -  Lease dated April 16, 1990, for the premises located at 1457
             Lidcombe, South El Monte, California  (6)

    10.9  -  Lease dated April 16, 1990, for the premises located at 1500
             Santa Anita Avenue, South El Monte, California  (6)

    10.10 -  Lease dated April 16, 1990, for the premises located at 1516
             Santa Anita Avenue, South El Monte, California  (6)

    10.11 -  Lease dated March 1, 1991, for the premises located at 1444
             Santa Anita Avenue, South El Monte, California  (6)

    10.12 -  Lease dated March 1, 1991, for the premises located at 1445
             Lidcombe Avenue, South El Monte, California  (7)

    10.13 -  Promissory notes which were amended in September 1992 evidencing
             advances by the Registrant's officers and directors  (8)

    10.14 -  Promissory notes which were amended in September 1994 evidencing
             advances by the Registrant's officers and directors  (9)

    10.15 -  Promissory notes evidencing advances made by the Registrant's
             officers and directors  (9)


<PAGE>

                                                          FORM 10-QSB


    10.16 -  Promissory notes evidencing advances made to the Registrant  (9)

    10.17 -  Promissory notes which were amended in January 1995 evidencing
             advances by the Registrant's officers and directors  (10)

    10.18 -  Promissory notes evidencing advances made by the Registrant's
             officers and directors  (10)

    10.19 -  Promissory notes which were amended in July 1995 evidencing
             advances made to the Registrant  (10)

    10.20 -  Royalty agreement dated August 31, 1994, between Lee
             Pharmaceuticals and The Fleetwood Company, regarding a brand
             acquisition (10)


    10.21 -  Royalty agreement dated October 4, 1988, between Lee
             Pharmaceuticals and Roberts Proprietaries, Inc., regarding a
             brand acquisition  (10)

    27    -  Financial Data Schedule

    (1)   Filed as an Exhibit of the same number with the Company's Form S-1
          Registration Statement filed with the Securities and Exchange
          Commission on February 5, 1973, (Registrant No. 2-47005), and
          incorporated herein by reference.

    (2)   Filed as Exhibits 3.4, 3.5, and 13.18 with the Company's Form 10-K
          Annual Report for the fiscal year ended September 30, 1978, filed
          with the Securities and Exchange Commission and incorporated
          herein by reference.

    (3)   Filed as an Exhibit of the same number with the Company's Form
          10-K Annual Report for the fiscal year ended September 30, 1979,
          filed with the Securities and Exchange Commission and incorporated
          herein by reference.

    (4)   Filed as Exhibit 5.1 with the Company's Form 10-K Annual Report
          for the fiscal year ended September 30, 1973, filed with the
          Securities and Exchange Commission and incorporated herein by
          reference.

    (5)   Filed as Exhibits 13.27 and 13.28 with the Company's Form 10-K
          Annual Report for the fiscal year ended September 30, 1986, filed
          with the Securities and Exchange Commission and incorporated
          herein by reference.

    (6)   Filed as Exhibit 13.31 with the Company's Form 10-K Annual Report
          for the fiscal year ended September 30, 1990, filed with the
          Securities and Exchange Commission and incorporated herein by
          reference.

    (7)   Filed as Exhibit 13.32 with the Company's Form 10-K Annual Report
          for the fiscal year ended September 30, 1991, filed with the
          Securities and Exchange Commission and incorporated herein by
          reference.

    (8)   Filed as Exhibit 13.33 with the Company's Form 10-K Annual Report
          for the fiscal year ended September 30, 1992, filed with the
          Securities and Exchange Commission and incorporated herein by
          reference.

    (9)   Filed as Exhibit 13.34 with the Company's Form 10-KSB Annual Report
          for the fiscal year ended September 30, 1994, filed with the
          Securities and Exchange Commission in December 1994 and
          incorporated herein by reference.

    (10)  Filed as Exhibits 10.17, 10.18, 10.19, 10.20, and 10.21 with the
          Company's Form 10-KSB Annual Report for the fiscal year ended
          September 30, 1995, filed with the Securities and Exchange
          Commission and incorporated herein by reference.



<PAGE>

                                                          FORM 10-QSB


                                      SIGNATURES

In accordance with the requirements of the Securities Exchange Acts of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                 LEE PHARMACEUTICALS
                                                     (Registrant)



Date:    02/09/96                                    RONALD G. LEE
      ---------------------                -----------------------------------
                                                     Ronald G. Lee
                                                       President



Date:    02/09/96                                  MICHAEL L. AGRESTI
      ---------------------                -----------------------------------
                                                   Michael L. Agresti
                                                Vice President - Finance