<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, 1997
                               ------------------------------------------------

                                          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)

              California                             95-2680312
    --------------------------------     ------------------------------------
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

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

                                 (626) 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, 1997, 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, 1997
                               (DOLLARS IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                       <C>         <C>

     ASSETS    

Cash                                                                  $    27

Accounts and notes receivable (net of allowances: $199)                   902
Due from related party                                                    178

Inventories:
     Raw materials                                        $ 1,632
     Work in process                                          229
     Finished goods                                           289
                                                          --------     
     Total inventories                                                  2,150

Other current assets                                                    1,003
                                                                      --------
     Total current assets                                               4,260

Property, plant and equipment (less
     accumulated depreciation and
     amortization: $6,119)                                                491

Goodwill and other assets, (net of
     accumulated amortization: $5,106)                                  2,567
                                                                      --------

     TOTAL                                                            $ 7,318
                                                                      --------
                                                                      --------

</TABLE>


                                          
                         See notes to financial statements.

<PAGE>

                                                                    Form 10-QSB
                                          
                                          
                                LEE PHARMACEUTICALS 
                                   BALANCE SHEET
                                 DECEMBER 31, 1997
                               (DOLLARS IN THOUSANDS)
                                    (UNAUDITED)
     
<TABLE>
<CAPTION>

<S>                                                                 <C>

     LIABILITIES
     
Bank overdraft                                                       $     87
Note payable to bank                                                        8
Notes payable, other                                                      785
Current portion - royalty agreements                                      542
Current portion - note payable related party                              285
Accounts payable                                                        1,160
Other accrued liabilities                                                 575
Due to related parties                                                    427
Deferred income                                                            65
                                                                     ---------

     Total current liabilities                                          3,934
                                                                     ---------
Long-term notes payable to related parties                              3,032
                                                                     ---------
Long-term notes payable, other                                          1,000
                                                                     ---------
Long-term notes payable to bank                                           247
                                                                     ---------
Long-term payable--royalty agreements, less current portion $542            81
                                                                     ---------
Deferred income                                                           126
                                                                     ---------

     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                                                    (5,737)
                                                                     ---------
     Total stockholders' deficiency                                    (1,102)
                                                                     ---------
             TOTAL                                                   $  7,318
                                                                     ---------
                                                                     ---------
</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,

                                                  1997           1996
                                              -----------   ------------
                                              (UNAUDITED)    (UNAUDITED)
<S>                                           <C>           <C>
Gross revenues                                  $ 2,636        $ 1,992
Less: Sales returns                                (160)          (219)
      Cash discounts and others                     (23)           (27)
                                              ----------     ----------

Net revenues                                      2,453          1,746
                                              ----------     ----------

Costs and expenses:

     Cost of sales                                1,023            767
     Selling and advertising expense                930            713
     General and administrative expense             509            342
                                              ----------     ----------

Total costs and expenses                          2,462          1,822
                                              ----------     ----------

(Loss) from operations                               (9)           (76)

Other income                                         18             59
                                              ----------     ----------
                         

Net income (loss)                               $     9        $   (17)
                                              ----------     ----------
                                              ----------     ----------

Per share:
                              
     Net income (loss)                          $   .00        $  (.00)
                                              ----------     ----------
                                              ----------     ----------

</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,
                                                                                    
                                                                1997          1996
                                                           ------------   ------------
                                                            (UNAUDITED)    (UNAUDITED)
                                                                                      
<S>                                                        <C>             <C>

Cash flows from operating activities:                                                 
     Net income (loss) . . . . . . . . . . . . . . . . . . .    $   9        $   (17)
                                                              --------      ---------
     Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
     Depreciation. . . . . . . . . . . . . . . . . . . . . .       28             28 
     Amortization of intangibles . . . . . . . . . . . . . .      237            327 
     (Decrease) in deferred income . . . . . . . . . . . . .      (16)           (16)
     (Gain) on disposal of property, plant, and equipment. .       (2)           (43)
Change in operating assets and liabilities:
     Decrease in accounts receivable . . . . . . . . . . . .      401            317 
     (Increase) in due from related party. . . . . . . . . .      (70)           (18)
     (Increase) in inventories . . . . . . . . . . . . . . .     (170)          (376)
     Decrease (increase) in other current assets . . . . . .      169             (8)
     Increase (decrease) in accounts payable . . . . . . . .      140            (96)
     Increase in accounts payable related party. . . . . . .       52             50 
     (Decrease) increase in notes payable, other . . . . . .     (196)            12 
     Increase in other accrued liabilities . . . . . . . . .      168            398 
     (Decrease) in accrued royalties . . . . . . . . . . . .     (583)           (76)
                                                              --------      ---------
     Total adjustments . . . . . . . . . . . . . . . . . . .      158            499 
                                                              --------      ---------
        Net cash provided by operating activities. . . . . .      167            482 
                                                              --------      ---------

Cash flows from investing activities:
     Additions to property, plant, and equipment . . . . . .       (2)           (10)
     Proceeds from sale of equipment . . . . . . . . . . . .        2             43 
     Acquisition of product brands . . . . . . . . . . . . .        -         (1,188)
                                                              --------      ---------
        Net cash (used in) investing activities. . . . . . .        -         (1,155)
                                                              --------      ---------

Cash flows from financing activities:
     (Payments on) bank loans. . . . . . . . . . . . . . . .      (71)           (31)
     (Payments on) notes payable to related party. . . . . .      (33)           (19)
     Proceeds from notes payable, other. . . . . . . . . . .      100            829 
     (Decrease) in long-term royalty agreements. . . . . . .      (40)          (165)
     (Decrease) increase in bank overdraft . . . . . . . . .     (122)            98 
                                                              --------      ---------
        Net cash (used in) provided by financing activities.     (166)           712 
                                                              --------      ---------

Net increase in cash . . . . . . . . . . . . . . . . . . . .        1             39 
Cash, beginning of year. . . . . . . . . . . . . . . . . . .       26             13 
                                                              --------      ---------

Cash, end of period. . . . . . . . . . . . . . . . . . . . .   $   27         $   52 
                                                              --------      ---------
                                                              --------      ---------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
     Interest. . . . . . . . . . . . . . . . . . . . . . . .  $   125         $   93 
                                                              --------      ---------
                                                              --------      ---------

Acquisition of product brands:
     Fair value of assets acquired . . . . . . . . . . . . .        -          1,670 
     Fair value of liabilities incurred. . . . . . . . . . .    $   -           (482)
                                                              --------      ---------
        Net cash payments. . . . . . . . . . . . . . . . . .    $   -          1,188 
                                                              --------      ---------
                                                              --------      ---------

</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, 1997, and the statements
     of operations and cash flows for the periods ended December 31, 1997, and
     1996, 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, 1997, are not necessarily indicative of results to be expected
     for the year ending September 30, 1998.

     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, 1997.

     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, 1997.  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 LOSS PER SHARE:

     Net loss per share is based on the weighted average number of shares of
     common stock outstanding during the periods presented.  Common stock
     equivalents (common stock options) are not included in these calculations
     where their effect on net loss per share is anti-dilutive.  The weighted
     average number of shares was 4,135,162 for all periods presented.

3.   NOTE PAYABLE TO BANK:

     Effective April 26, 1996, the Company renewed its real estate loan with the
     bank.  The note payable to the bank, secured by deed on land and building,
     requires a monthly payment of $4,200, including interest at Bank of
     America's base rate plus 4%, maturing March 2001.  At December 31, 1997,
     the interest rate was 12.5%.  The note is guaranteed by the former Chairman
     of the Company and the Company's President.

4.   LINE OF CREDIT:

     In May 1996, the Company obtained $1,000,000 of financing, in the form of a
     revolving credit facility.  The financing is secured by accounts
     receivable, equipment, inventories and certain other assets.  It is a two
     year agreement, maturing May 1998, and will automatically continue
     thereafter until either party terminates on a 90 day prior written notice. 
     The loan and security agreement is subject to a minimum interest of $3,000
     per month. The loan bears interest at Bank of America's prime plus 8%.

5.   ACQUISITIONS:

     On September 8, 1997, the Company purchased certain assets of the
     Klutch-Registered Trademark- denture adhesive powder line from I. Putnam,
     Inc. for $320,000.  The Company remitted $225,000 at closing and is
     required to make one payment of $7,000 plus interest, and eleven equal
     monthly payments of $8,000, plus interest at the prime rate.  In addition,
     the Company purchased certain inventories from I. Putnam, Inc. for $51,063
     at closing.

<PAGE>

                                                                    Form 10-QSB


ITEM 2.

     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     MATERIAL CHANGES IN RESULTS OF OPERATIONS
     THREE MONTHS ENDED DECEMBER 31, 1997, AND DECEMBER 31, 1996

     Gross revenues for the three months ended December 31, 1997, were
     $2,636,000, an increase of approximately $644,000 or 32% from the
     comparable three months period ended December 31, 1996.  The increase in
     gross revenues was due to the volume generated from the newly acquired
     brands such as; Klutch-Registered Trademark- and 28 items including
     ointments, nutritional supplements, vitamins, analgesics, and various 
     over-the-counter brands.  In addition to the aforementioned sales volume
     increases, the Company reported sales volume increases in the depilatory
     category plus a newly launched in-house product Lee-Registered Trademark-
     Lip-Ex-TM-, lip balm.  The above increased sales volume was partially
     offset by reduced sales revenues of the nail category products.  This
     continued decline is primarily due to customers' discontinuance of several
     of the nail extender SKU's (stock keeping units).

     Net revenues increased approximately $707,000 or 40% for the three months
     ended December 31, 1997, as compared to the three months ended December 31,
     1996.  The change in net revenues was due to the same explanation of the
     increase in gross revenues discussed above.  In addition, the sales returns
     declined $59,000 or 27% when comparing the three months ended December 31,
     1997, and 1996.  The lower sales returns during the current quarter was the
     result of fewer returns related to the nail extender category.  As
     discussed earlier, the nail products sales volume has continued to decline,
     thereby resulting in lesser returns of the nail category.

     Cost of sales was a constant 39% of gross revenues for the quarter ended
     December 31, 1997, and 1996.

     Selling and advertising expenses increased $217,000 or 30% when comparing
     the three months ended December 31, 1997, with the three months ended
     December 31, 1996.  The increase in expenses was mainly due to the
     following factors;  1) an increase in the amortization expense
     (approximately $40,000 representing a full quarter of expense) related to
     acquisitions by the Company during October 1996,  2) an increase in
     salaries and wages plus related fringe benefits ($84,000) the result of new
     hires plus the addition of two outside salesmen,  3) an increase in
     commissions ($53,000) due to higher sales revenues, and  4) higher freight
     costs ($30,000).
     
     General and administrative expenses increased $167,000 or 49% when
     comparing the three months ended December 31, 1997, with the three months
     ended December 31, 1996.  The increase in expenses was mainly due to the
     following factors;  1) higher salaries and wages plus related fringe
     benefits ($38,000),  2) increased interest expense of approximately $38,000
     as a result of increased borrowings from the Company's asset based
     financing lender, and  3) higher travel and entertainment expense, and
     consultant fees.

     LIQUIDITY AND CAPITAL RESOURCES

     During the three months ended December 31, 1997, working capital increased
     to $326,000 from $114,000 at September 30, 1997.  The ratio of current
     assets to current liabilities was 1.1 to 1 at December 31, 1997, and 1.0 to
     1 at September 30, 1997.  The increase in working capital of $212,000
     ($326,000 - $114,000) was primarily due to an increase in inventories and a
     decrease in the Company's bank overdraft and the current portion of the
     royalty agreements.

     The Company has an accumulated deficit of $5,737,000.  The Company's past
     recurring losses and current nominal profit 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 retaining
     current 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") ordered the Company in 1988 and 1989 to investigate the
     contamination on its property (relating to soil and groundwater
     contamination).  The Company engaged a consultant who performed tests and
     reported to the then Chairman of the


<PAGE>

                                                                    Form 10-QSB


     Company.  On August 12, 1991, the RWQCB issued a "Cleanup and Abatement
     Order" directing the Company to conduct further testing and cleanup the
     site.  In October 1991, the Company received from an environmental
     consulting firm an estimate of $465,200 for investigation and cleanup
     costs.  The Company believed that this estimate was inconclusive and
     overstated the contamination levels.  The Company believes that subsequent
     investigations will support the Company's conclusions about that estimate. 
     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 on-site, and resulted from either past or current
     operations on the property.  The Company may be liable for all or part of
     the costs of remediating the contamination on its property.  The EPA has
     not taken any further action in this matter, but may do so in the future.

     The Company and nearby property owners have engaged a consultant to perform
     a site investigation with respect to soil and shallow groundwater
     contamination.  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.  In
     1995, the Company was informed that the EPA estimated the cleanup costs for
     the South El Monte's portion of the San Gabriel Valley Superfund site to be
     $30 million.  The Company's potential share of such amount has not been
     determined.  Superfund PRPs are jointly and severally liable for superfund
     site costs, and are responsible for negotiating among themselves the
     allocation of the costs based on, among other things, the outcome of
     environmental investigation.

     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 its
     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 


<PAGE>

                                                                    Form 10-QSB

     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 Company has received a report from Geomatrix Consultants, Inc., dated
     December 1, 1997 (the "Report"), containing a site assessment to evaluate
     the impact of volatile organic compounds on the soil and groundwater at the
     Lidcombe and Santa Anita Avenue site located in South El Monte, California
     (which includes the Company's facilities).  The Report has been submitted
     to the RWQCB for its comments and response.  While the Report appears to
     indicate generally low concentrations of tetrachloroethene, trichloaethene
     and trichloroethane, until the comments and response of the RWQCB have been
     received and analyzed, no determination can be made as to what, if any,
     cleanup will be required by the Company or what, if any, additional
     environmental costs the Company may incur.  The Company is optimistic that
     since the sources of these chemicals appear to be upgradient from the
     Company facilities as a result of the most recent testing done in 1997, the
     cleanup of those sources should materially reduce any cleanup costs of the
     Company, an engineering position that the Company has maintained for years.

     The Company has been seeking reimbursement of cleanup costs from its
     insurance carriers.  One carrier has paid certain amounts towards cleanup
     costs that may be incurred by buying back its policy and legal fees
     actually incurred.  The Company continues to seek reimbursement from other
     carriers, although no such other payments have been received or agreed to,
     and there can be no assurances that any such payments will be received. 
     Some carriers have denied liability for 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.

     The total amount of environmental investigation and cleanup costs that the
     Company may incur with respect to the foregoing is not known at this time. 
     However, based upon information available to the Company at this time, the
     Company has expensed a total of $261,000, of which $126,000 were legal
     fees, since 1991 for environmental investigation and cleanup costs.  The
     actual costs could differ materially from the amounts expensed for
     environmental investigation and cleanup costs to date.

     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.


<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, 1997.

<TABLE>
<CAPTION>

<S>       <C> 
Item 6.   The following exhibits are filed herewith:

          10.37     -    Promissory note evidencing advance made to the
                         Registrant

          10.38     -    Promissory note evidencing advance made to the
                         Registrant

          Exhibits

          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)

          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 and 3.5 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.

</TABLE>



<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.

<TABLE>
<CAPTION>

     <S>            <C>                        <C>

                                                LEE PHARMACEUTICALS
                                               ---------------------
                                                    (Registrant)
     
     
     
     Date:          FEBRUARY 11, 1998              RONALD G. LEE
                                               ---------------------
                                                   Ronald G. Lee
                                                     President
     
     
     
     Date:          FEBRUARY 11, 1998           MICHAEL L. AGRESTI
                                            -------------------------
                                                Michael L. Agresti
                                            Vice President - Finance


</TABLE>