UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


Amendment
No. 2





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




For
the quarterly period ended September 30, 2007




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 1-9601








K-V
PHARMACEUTICAL COMPANY


(Exact
name of registrant as specified in its charter)





Delaware
              43-0618919(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)


2503
South Hanley Road, St. Louis, Missouri  63144


(Address
of principal executive offices, including ZIP code)





Registrant’s
telephone number, including area code:  (314) 645-6600











Indicate
by check mark whether the registrant (1) has 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 [    ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (see
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act).





Large
accelerated filer [ X ]   Accelerated filer
[   ]  Non-accelerated filer
[   ]  Smaller Reporting Company
[   ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[   ] No [ X ]





As of
June 6, 2008, the registrant had outstanding 37,755,099 and 12,256,159 shares of
Class A and Class B Common Stock, respectively, exclusive of treasury
shares.


1


EXPLANATORY
NOTE





KV
Pharmaceutical Company is filing this Form 10-Q/A Amendment No. 2 (“Amendment
No. 2”) in order to amend its Form 10-Q for the quarter ended September 30,
2007, filed June 25, 2008 (the “Original Filing”), as amended by the Form 10-Q/A
Amendment No. 1 filed July 28, 2008 (“Amendment No. 1”), to refile Exhibit 10.1
to the Original Filing.  An incorrect version of the exhibit was
inadvertently filed with the Original Filing.  The correct exhibit was
filed with Amendment No. 1, but was not posted to the EDGAR system maintained by
the Securities and Exchange Commission due to a transmission error.





No other
change to the Original Filing or Amendment No. 1 is included in this Amendment
No. 2.





As part
of this Amendment No. 2, Exhibits 31.1, 31.2, 32.1 and 32.2 containing the
certifications of the registrant’s Chief Executive Officer and Chief Financial
Officer that were filed as exhibits to the Original Filing and Amendment No. 1
have been re-executed and re-filed as of the date of this Amendment No.
2.





2


Item
6. EXHIBITS




Exhibits.  See
Exhibit Index.





3







SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




K-V
PHARMACEUTICAL COMPANY











Date:  September
24,
2008                                                           By           /s/  Ronald J.
Kanterman


Ronald J. Kanterman


Vice President and Chief Financial
Officer


(Principal Financial
Officer)


4


EXHIBIT
INDEX








Exhibit
No.                                          
Description





10.1*
            Asset
      Purchase Agreement by and between the Company and VIVUS, Inc., dated as of
      March 30, 2007, filed herewith.





31.1
            Certification
      of Chief Executive Officer.





31.2
            Certification
      of Chief Financial Officer.




32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.




32.2
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.




*
            Confidential
      portions of this exhibit have been redacted and filed separately with the
      Commission pursuant to a confidential treatment request in accordance with
      Rule 24b-2 of the Securities Exchange Act of 1934, as
    amended.