SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(X)     Quarterly report for the quarterly period ended September 30, 1998

                                       OR

(  )    Transition Report Pursuant to Section 13 or 15(d) of The Securities
        Exchange Act of 1934

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. Employer
 incorporation or organization)                              Identification No.)

                2503 SOUTH HANLEY ROAD, ST. LOUIS, MISSOURI 63144
--------------------------------------------------------------------------------
                    (Address or principal executive offices)
                                   (Zip Code)

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


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

      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 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


    Title of Class of                                  Number of Shares
      Common Stock                            Outstanding as of this Report Date
    -----------------                         ----------------------------------

Class A Common Stock, par value 
$.01 per share                                             11,816,681

Class B Common Stock, par value 
$.01 per share                                              6,394,091


<PAGE>

                                     PART 1
                              FINANCIAL INFORMATION

<TABLE>

                   KV PHARMACEUTICAL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         For the Three and Six Months Ended September 30, 1998 and 1997
                                   (Unaudited)

<CAPTION>



                                                   For the Three                        For the Six
                                                   Months Ended                         Months Ended
                                           -----------------------------       ----------------------------
                                             09/30/98          09/30/97          09/30/98         09/30/97
                                             --------          --------          --------         --------
<S>                                     <C>               <C>               <C>              <C>

Net Revenues                               $26,405,634       $21,770,489       $52,075,305      $39,883,537
                                           -----------       -----------       -----------      -----------

Costs and Expenses:
   Manufacturing costs and expenses         14,646,533        12,427,769        29,801,420       22,649,059
   Research and development                  1,662,020         1,461,396         3,305,472        2,969,117
   Selling and administrative                5,329,972         4,243,114        10,186,481        7,832,632
   Amortization of intangible assets            40,155            67,344            82,459          117,358
                                            ----------        ----------        ----------      -----------
Total costs and expenses                    21,678,680        18,199,623        43,375,832       33,568,166
                                            ----------        ----------        ----------       ----------

Operating income                             4,726,954         3,570,866         8,699,473        6,315,371
                                            ----------        ----------        ----------       ----------

Other income (expense):
   Interest expense                           (112,292)         (131,724)         (225,774)        (206,676)
   Interest and other income                   341,250           116,578           632,133          208,392
                                            ----------        ----------        ----------       ----------
Total other income (expense)                   228,958           (15,146)          406,359            1,716
                                            ----------        ----------        ----------       ----------

Income before income taxes                   4,955,912         3,555,720         9,105,832        6,317,087
Provision for income taxes                   1,894,000         1,373,588         3,473,500        2,294,088
                                            ----------        ----------        ----------       ----------

Net Income                                 $ 3,061,912       $ 2,182,132       $ 5,632,332      $ 4,022,999
                                           ===========       ===========       ===========      ===========

Net Income per Common Share-Basic  
  (after deducting preferred dividends
  of $105,438 in each of the three-
  month periods and $210,876 in each 
  of the six-month periods of 1998 and
   1997, respectively.                          $ 0.16            $ 0.11            $ 0.30           $ 0.21
                                                 =====             =====             =====            =====

Net Income per Common Share-Diluted             $ 0.15            $ 0.11            $ 0.28           $ 0.20
                                                 =====             =====             =====            =====


</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                   KV PHARMACEUTICAL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      September 30, 1998 and March 31, 1998
                                   (Unaudited)

                                                  09/30/98            03/31/98
                                                  --------            --------
ASSETS
------
Current Assets:
   Cash and equivalents                         $24,612,361         $18,157,595
   Receivables                                   12,729,437          15,304,340
   Inventories                                   17,646,275          15,606,037
   Deferred income taxes                          2,949,434           2,949,434
   Prepaid and other                                303,130             541,989
                                             --------------        ------------
      Total Current Assets                       58,240,637          52,559,395

Net property and equipment                       13,558,406          12,436,533

Goodwill and Other                                3,143,841           3,364,899
                                              -------------        ------------

    TOTAL  ASSETS                               $74,942,884         $68,360,827
                                                ===========         ===========
LIABILITIES
-----------
Current Liabilities:
   Accounts payable                            $  7,361,746        $  4,280,492
   Accrued liabilities                            9,819,117          12,317,432
   Current maturities of long-term 
     debt                                           558,333             558,333
                                              -------------        ------------
     Total Current Liabilities                   17,739,196          17,156,257

Long-term debt                                    4,785,556           4,902,222
Deferred income taxes                               535,000             535,000
Other long-term liabilities                       1,862,409           1,603,131
                                               ------------        ------------
     Total  Liabilities                          24,922,161          24,196,610
                                                -----------        ------------

Commitments and Contingencies

SHAREHOLDERS' EQUITY
--------------------
Preferred stock                                       2,410               2,410
Class A common stock                                118,484             117,601
Class B common stock                                 64,335              64,429
Additional paid-in capital                       34,476,594          34,042,044
Retained earnings                                15,413,853           9,992,686
Less cost of Class A and Class B
    common stock in treasury                        (54,953)            (54,953)
                                               ------------        ------------

     Total Shareholders' Equity                  50,020,723          44,164,217
                                               ------------         -----------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                            $74,942,884         $68,360,827
                                                ===========         ===========


           See Accompanying Notes to Consolidated Financial Statements


<PAGE>

                   KV PHARMACEUTICAL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Six Months Ended September 30, 1998 and 1997
                                   (Unaudited)


                                                      1998              1997
                                                   ---------       -----------
OPERATING ACTIVITIES
Net Income                                        $5,632,332       $ 4,022,999

Adjustments to reconcile net income to net
cash  provided  by  operating
activities:

   Depreciation and amortization                     871,694           912,210

Changes in operating assets and liabilities:
Decrease (increase) in receivables                 2,574,904        (6,994,574)
Net (increase) in inventories and other
   current assets                                 (1,801,905)       (3,467,078)

Increase in accounts payable and
   accrued liabilities                               583,466         5,194,632
Increase in other liabilities                        259,278            78,408
                                                 -----------      ------------

  NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                          8,119,769          (253,403)
                                                 -----------      ------------

INVESTING ACTIVITIES
   Purchase of property and equipment, net        (1,911,107)       (2,975,969)
   Other, net                                        138,308          (460,480)
                                                 -----------      ------------

NET CASH USED IN INVESTING
   ACTIVITIES                                     (1,772,799)       (3,436,449)
                                                 -----------      ------------

FINANCING ACTIVITIES
   Principal payments on long-term debt             (116,667)          (92,036)
   Dividends paid on Preferred Stock                (210,876)         (210,876)
   Exercise of Common Stock options                  435,339            77,824
                                                 -----------      ------------

NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES                                 107,796          (225,088)
                                                 -----------      ------------

INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS                          6,454,766        (3,914,940)

CASH AND CASH EQUIVALENTS AT:
   BEGINNING OF YEAR                              18,157,595         7,627,523
   END OF PERIOD                                 -----------      ------------
                                                 $24,612,361      $  3,712,583
                                                 ===========      ============

Non-cash investing and financing activities:
   Portion of building acquired
   through proceeds from a term loan                                $3,500,000
                                                                    ==========




          See Accompanying Notes to Consolidated Financial Statements


<PAGE>

              NOTES TO SUMMARIZED CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

         The interim financial  statements  presented here have been prepared in
conformity with the accounting  principles and practices and methods of applying
the same (including  consolidating  practices) reflected in the Annual Report of
the  Company  on Form 10-K for the year  ended  March 31,  1998  filed  with the
Commission,  except that  detailed  footnotes  and  schedules  are not included.
Reference is hereby made to the footnotes and schedules  contained in the Annual
Report.  All  significant  intercompany  balances  and  transactions  have  been
eliminated and, in the opinion of management,  all  adjustments,  which are of a
normal  recurring  nature  only,  necessary  to present a fair  statement of the
results of the Company and its subsidiaries  have been made.  Earnings per share
amounts for all periods have been presented and,  where  necessary,  restated to
conform to the requirements of Statement of Financial  Accounting  Standards No.
128.



<PAGE>


NOTE B  -  EARNINGS PER SHARE

         The  following  table sets forth the  computation  of basic and diluted
earnings per share:

<TABLE>
<CAPTION>



                                               For the Three Months Ended                    For The Six Months Ended
                                              --------------------------------         -------------------------------
Numerator:                                       09/30/98            09/30/97             09/30/98           09/30/97
                                                 --------            --------             --------           --------
<S>                                        <C>                 <C>                   <C>                <C> 
Net income                                    $ 3,061,912         $ 2,182,132          $ 5,632,332        $ 4,022,999

Preferred Stock dividends                        (105,438)           (105,438)            (210,876)          (210,876)
                                              ------------        ------------        ------------         -----------

Numerator for basic earnings per
   share--income available to common
   shareholders                                 2,956,474           2,076,694            5,421,456          3,812,123

Effect of dilutive securities:
   Preferred Stock dividends                      105,438                   -              210,876                  -
                                              ------------        -----------         ------------         ----------

Numerator for diluted earnings per
   share-income available to
   common shareholders after
   assumed conversions                         $3,061,912          $2,076,694           $5,632,332         $3,812,123
                                               ==========          ==========           ==========         ==========

Denominator:

Denominator for basic earnings per
   share--weighted-average shares              18,198,107          18,084,587           18,171,608         18,074,982
                                               ----------          ----------           ----------        -----------

Effect of dilutive securities:
   Employee stock options                         917,819             552,625              919,001            531,137
   Convertible Preferred Stock                    903,750                   -              903,750                  -
                                               ----------          ----------          -----------        -----------

Dilutive potential Common Shares                1,821,569             552,625            1,822,751            531,137
                                               ----------          ----------          -----------        -----------

   Denominator for diluted earnings
      per share--adjusted weighted-average
      shares and assumed conversions           20,019,676          18,637,212           19,994,359         18,606,119
                                               ==========          ==========           ==========         ==========

Basic Earnings per Share (1):                       $0.16               $0.11                $0.30              $0.21
                                                    =====               =====                =====              =====

Diluted Earnings per Share (1) (2):                 $0.15               $0.11                $0.28              $0.20
                                                    =====               =====                =====              =====

<FN>

(1)  The two-class  method for Class A and Class B Common Stock is not presented
     because the earnings per share are  equivalent  to the if converted  method
     since  dividends  were not  declared or paid and each class of common stock
     has equal ownership of the Company.

(2)  An option to  purchase  Class A Common  Stock  sold in  connection  with an
     agreement  entered into in January 1996 is not included in the  computation
     of diluted EPS because the options' minimum exercise price was greater than
     the average market price of the Class A Common shares.  This option expired
     on 9/29/98.

</FN>
</TABLE>


<PAGE>


         Any forward-looking statements set forth in this Report are necessarily
subject to significant  uncertainties and risks.  When used in this Report,  the
words "believes,"  "anticipates,"  "intends," "expects," and similar expressions
are intended to identify  forward-looking  statements.  Actual  results could be
materially different as a result of various possibilities. Readers are cautioned
not to place undue reliance on forward-looking  statements,  which speak only as
of the date hereof. The Company undertakes no obligation to publicly release the
results of any revisions to these  forward-looking  statements which may be made
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events. 

Item 2.  Management's Discussion and Analysis of Results of Operations,
         and Liquidity and Capital Resources 
         --------------------------------------------------------------

         (a) Results of Operations
             ---------------------

         Revenues.  Consolidated  revenues for the second quarter of fiscal 1999
totaled $26.4 million compared to $21.8 million for the second quarter of fiscal
1998, an increase of $4.6 million, or 21%.  Year-to-date  consolidated  revenues
were $52.1 million,  an increase of $12.2 million,  or 31%, compared to the same
period last year. The increase in revenues for both the quarter and year-to-date
is  primarily  attributable  to new  products  and  continued  volume  growth of
existing products.  ETHEX sales increased by $4.4 million, or 25%, in the second
quarter and were up $11.1 million, or 35%, year-to-date over the same periods of
the prior year.  Particle  Dynamics  and  Contract  Services  combined  revenues
increased $.2 million, or 5%, in the second quarter and were up $1.1 million, or
13%, year-to-date over the same periods of the prior year.

         Costs and Expenses.  Manufacturing  costs decreased to 55% of net sales
in the quarter  ended  September 30, 1998 from 57% in the same period last year.
Year-to-date  manufacturing  costs remained constant at 57% of net sales in 1998
and 1997.  These changes were  primarily  attributable  to changes in the mix of
products sold.

         Research and development  costs increased $.2 million,  or 14%, for the
quarter  ended  September  30,  1998,  compared to the same quarter of the prior
year.  Year-to-date,  these costs increased $.3 million, or 11%, compared to the
same period of the prior year.  These  increases were primarily due to increased
personnel  and supply costs to support  higher  levels of research  activity and
expenditures for clinical studies in connection with new product development.

         Selling and administrative expenses increased $1.1 million, or 26%, for
the quarter ended  September 30, 1998,  compared to the same period of the prior
fiscal year.  Year-to-date  selling and  administrative  expenses increased $2.4
million,  or 30%, over the same period last year.  Increased  expenditures  were
primarily  related  to  higher  marketing,   selling  and  administrative  costs
associated with new product  introductions  and planned expansion into marketing
of brand name products.

         Income  taxes were  provided  at an  effective  rate of 38% for the six
months ended September 30, 1998,  compared to 36% for the same period last year.
The increase was  attributable  to the utilization of certain tax credits during
fiscal 1998 that are not available for fiscal 1999.

         Net Income.  As a result of the  factors  described  above,  net income
improved  $.9 million,  or 40%,  for the second  quarter of fiscal 1999 and $1.6
million, or 40% for the year-to-date,  compared to the same periods of the prior
year.

         (b) Liquidity and Capital Resources
             -------------------------------

         The  following  table  sets  forth  selected  balance  sheet  ratios at
September 30, 1998, March 31, 1998 and September 30, 1997.

                                               ($ in 000's)
                                               ------------
                                 9/30/98          3/31/98         9/30/97
                                ----------      -----------    -----------
Working Capital Ratio            3.3 to 1        3.1 to 1        3.5 to 1

Debt to Debt-Plus-Equity         .10 to 1        .11 to 1        .14 to 1

Total Liabilities to Equity      .50 to 1        .55 to 1        .46 to 1

Cash and Equivalents              $24,612         $18,158        $  3,713

Working Capital                   $40,501         $35,403         $26,147

Long-Term Liabilities            $  7,183        $  7,040        $  6,336

Stockholders' Equity              $50,021         $44,164         $36,974

<PAGE>

       Working  capital for the six months ended  September 30, 1998,  increased
$5.1 million,  or 14%, due primarily to an increase in current assets reflecting
higher   inventories   to  support   increased   sales  and  seasonal   business
requirements, a decrease in receivables and a $6.5 million increase in cash. The
increase in cash for the six month  period is due  primarily  to the addition of
the Company's net income and a decrease in accounts receivable due to the timing
of sales  and  collections.  This was  partially  offset  by  higher  levels  of
inventory  and  accounts  payable  related  to  increased  purchases  of raw and
packaging material to support planned production requirements.

         These changes in the components of current assets and liabilities along
with the  Company's  net income  resulted in cash provided by operations of $8.1
million  for the first six  months of fiscal  1999,  compared  to a $.3  million
deficit for the same period last year.

         The debt to debt plus equity and total  liabilities to equity ratios at
September 30, 1998, improved as a result of the company's net income.

         Investing  activities  for the six months  ended  September  30,  1998,
reflected capital  expenditures of $1.9 million,  with funds being provided from
operations.

         The  Company  has been able to pass along to its  customers  at least a
portion of cost increases in labor,  manufacturing  and raw material  related to
operations,  except where  competitive  conditions  existing in the market place
have prevented it from passing along such cost increases to its customers. It is
not meaningful to compare changing prices because the products produced, product
mix sold and sources of raw materials have varied substantially.

         The Company anticipates increasing expenditures for research, clinical,
regulatory   and   marketing   efforts   relating   to   the   development   and
commercialization  of proprietary new products and advanced  technology products
and their marketing.

         The Company  believes funds  generated  from  operating  activities and
existing cash,  together with the funds available under its credit facility will
be adequate to fund the Company's short-term needs.

         Year  2000  Project.   The  Company  utilizes   computer   technologies
throughout  its business to  effectively  carry out its  day-to-day  operations.
Computer  technologies  include  both  information  technology  in the  form  of
hardware  and  software,  as  well  as  embedded  technology  in  the  Company's
facilities and equipment.  Similar to most companies, the Company must determine
whether its systems are capable of  recognizing  and  processing  date-sensitive
information  properly as the year 2000  approaches.  The Company is  utilizing a
multi-phased  concurrent  approach to address this issue. The phases included in
the Company's approach are the awareness,  assessment,  remediation,  validation
and implementation  phases. The Company has completed the awareness phase and is
very active in the assessment and remediation phases.

         The Company has  initiated  formal  communications  and has developed a
monitoring  program with all of its significant  suppliers and critical business
partners to determine  year 2000  compliance of its  dependents and will develop
appropriate  contingency plans to minimize interrupts in business in the event a
third party is unable to perform.  An interruption  of the Company's  ability to
conduct its business due to a year 2000 readiness  problem could have a material
adverse  effect on the  Company.  The  Company  is  continuing  to  assess  such
third-party  risks.  The Company is not presently aware of any such  significant
exposure;  however,  there can be no guarantee that the systems of third parties
on which the  Company  relies  will be  converted  in a timely  manner or that a
failure to properly convert by another company would not have a material adverse
effect on the Company.

         The  Company  currently  intends to  substantially  complete  the other
phases of the year 2000 project,  including  development of contingency plans in
the event of disruptions  in obtaining  needed  supplies and services,  prior to
June 30, 1999. The costs  associated with the project are not expected to exceed
$700,000 (of which approximately  $400,000 has been incurred as of September 30,
1998),  and are not  deemed to  materially  impact  the  Company's  consolidated
financial position,  results of operations or cash flows in future periods.  The
Company is actively  correcting and replacing the  identified  systems which are
not year 2000 ready in order to ensure the Company's ability to continue to meet
its internal needs and those of its customers and suppliers.

         The  Company  presently   believes  that  the  most  reasonably  likely
worst-case  scenarios  that the Company might confront with respect to Year 2000
issues have to do with third parties not being Year 2000 compliant.  The Company
is  presently  evaluating  vendor  and  customer  compliance  and  will  develop
contingency  plans,  such as alternate  vendor  opportunities,  after  obtaining
compliance evaluations.

<PAGE>

         Based upon the planning  completed to date, the Company  believes that,
with  modifications  to existing  software,  conversions  to new  software,  and
appropriate  remediation of embedded chip equipment,  the Year 2000 issue is not
reasonably  likely to pose  significant  operational  problems for the Company's
information  technology  systems and embedded chip  equipment as so modified and
converted.

                           PART II. OTHER INFORMATION

Item 5:  Other Information
--------------------------

         On November 5, 1998,  Norman D.  Schellenger was appointed to the Board
of Directors of the Company for a term expiring in 2001. Mr.  Schellenger brings
to KV's  Board  over  35  years  of  sales,  marketing  and  general  management
experience and expertise in the pharmaceutical  industry including 28 years with
A.H.  Robins,  serving as General  Manager  of its  prescription  pharmaceutical
businesses and as president of Whitby  Pharmaceuticals, building the sales force
to over 350  representatives.  He retired in January 1997. Mr.  Schellenger  has
also been a member  of the Board of  Directors  of the  National  Pharmaceutical
Council.


Item 6:  Exhibits and Reports on Form 8-K.
-----------------------------------------

         None.


<PAGE>
                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          KV PHARMACEUTICAL COMPANY




Date:  November  13,  1998                By:  /s/ Marc S. Hermelin
                                               ---------------------------------
                                               Marc S. Hermelin
                                               Vice Chairman of the Board





Date:  November  13,  1998                By:  /s/ Gerald R. Mitchell
                                               ---------------------------------
                                               Gerald R. Mitchell
                                               Vice President - Finance
                                               Chief Financial Officer