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 December 31, 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 Identification No.)
 incorporation or organization)

                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                                           11,863,770
                                                    ------------------
Class B Common Stock, par value
  $.01 per share                                            6,373,333
                                                    ------------------

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF OPERATIONS

      For the Three Months and Nine Months Ended December 31, 1998 and 1997
                                   (Unaudited)


                                                     For the Three                              For the Nine
                                                     Months Ended                               Months Ended
                                                     -------------                              ------------
                                             12/31/98             12/31/97              12/31/98             12/31/97
                                             --------             --------              --------             --------
<S>                                      <C>                  <C>                   <C>                  <C>
Revenues                                    $27,021,942          $28,339,395           $79,097,246          $68,222,932

Costs and Expenses:

Manufacturing costs                          13,505,016           17,040,869            43,306,435           39,590,928
Research and development                      1,628,164            1,518,272             4,933,636            4,487,388
Selling and administrative                    5,731,261            5,655,157            15,917,742           13,586,787
Amortization of intangible
  assets                                         42,115               68,384               124,575              185,742
                                             ----------           ----------            ----------           ----------
Total Costs and Expenses                     20,906,556           24,282,682            64,282,388           57,850,845
                                             ----------           ----------            ----------           ----------

Operating income                              6,115,386            4,056,713            14,814,858           10,372,087
                                             ----------           ----------            ----------           ----------

Other income (expense):
  Interest expense                             (106,084)           (121,206)              (331,857)            (327,885)
  Interest and other income                     445,054               94,463             1,077,186              302,855
                                             ----------           ----------            ----------           ----------
Total other income (expense)                    338,970             (26,743)               745,329              (25,030)

Income before income taxes                    6,454,356            4,029,970            15,560,187           10,347,057
Provision for income taxes                    2,434,000            1,266,584             5,907,500            3,560,672
                                             ----------           ----------            ----------           ----------

Net Income                                  $ 4,020,356          $ 2,763,386           $ 9,652,687          $ 6,786,385
                                            ===========          ===========           ===========          ===========

Net income per Common Share-Basic
  (after deducting preferred dividends
  of $105,438 in each of the three-
  month periods and $316,314 in 
  each of the nine-month periods of
  1998 and 1997 respectively.)               $     0.21          $     0.15            $      0.51          $     0.36
                                             ==========          ==========            ===========          ==========

Net income per common share
  assuming dilution                          $     0.20          $     0.14            $      0.48          $     0.35
                                             ==========          ==========            ===========          ==========


</TABLE>

See accompanying Notes to Financial Statements


<PAGE>

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

                                                12/31/98              03/31/98
                                                --------              --------
ASSETS
Current Assets:
Cash and equivalents                         $  21,394,149        $  18,157,595
Receivables                                     12,789,198           15,304,340
Inventories                                     22,079,932           15,606,037
Deferred income taxes                            2,949,434            2,949,434
Prepaid and other                                  267,388              541,989
                                           ---------------      ---------------
   Total Current Assets                         59,480,101           52,559,395

Net property and equipment                      15,161,542           12,436,533

Goodwill and other                               3,315,220            3,364,899
                                             -------------        -------------

Total Assets                                   $77,956,863          $68,360,827
                                               ===========          ===========


LIABILITIES
Current Liabilities:
Accounts payable                              $  6,803,298         $  4,280,492
Accrued liabilities                              9,720,976           12,317,432
Current maturities of long-term debt               558,333              558,333
                                            --------------      ---------------
  Total Current Liabilities                     17,082,607           17,156,257

Long-term debt                                   4,402,222            4,902,222
Deferred income taxes                              535,000              535,000
Other long-term liabilities                      1,992,048            1,603,131
                                            --------------       --------------
  Total Liabilities                             24,011,877           24,196,610
                                              ------------         ------------

Commitments and contingencies

SHAREHOLDERS' EQUITY
Preferred stock                                      2,410                2,410
Class A common stock                               118,993              117,601
Class B common stock                                64,090               64,429
Additional paid-in capital                      34,485,674           34,042,044
Retained earnings                               19,328,772            9,992,686
Less cost of Class A and Class B
  common stock in treasury                         (54,953)             (54,953)
                                           ---------------       --------------
Total Shareholders' Equity                      53,944,986           44,164,217
                                              ------------         ------------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                           $77,956,863          $68,360,827
                                               ===========          ===========

See accompanying Notes to Financial Statements

<PAGE>



                      CONSOLIDATED STATEMENTS OF CASH FLOW
              For the Nine Months Ended December 31, 1998 and 1997
                                   (Unaudited)

                                                        1998            1997
                                                     ----------      ----------
OPERATING ACTIVITIES
Net Income                                           $9,652,687      $6,786,385

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

  Depreciation and amortization                       1,316,838       1,404,449

Changes in operating assets and liabilities:
Decrease (increase) in receivables                    2,515,142      (8,317,651)
Net (increase) in inventories and
  other current assets                               (6,199,294)     (4,003,729)

Increase (decrease) in accounts payable and
  accrued liabilities                                   (73,650)      8,652,474
Increase in other liabilities                           388,917         292,112
                                                  --------------   ------------

NET CASH PROVIDED BY
  OPERATING ACTIVITIES                                7,600,640       4,814,040
                                                  -------------    ------------

INVESTING ACTIVITIES
  Purchase of property and equipment, net            (3,917,272)     (1,855,398)
  Other, net                                            (74,896)       (525,397)
                                                  --------------   -------------

NET CASH USED IN INVESTING
  ACTIVITIES                                         (3,992,168)     (2,380,795)
                                                  --------------   -------------

FINANCING ACTIVITIES
  Principal payments on long-term debt                 (500,000)       (482,830)
  Dividends paid on Preferred Stock                    (316,314)       (316,314)
  Exercise of Common Stock options                      444,396         116,836
                                                  --------------   -------------

NET CASH (USED IN)
FINANCING ACTIVITIES                                   (371,918)       (682,308)
                                                  --------------   -------------

INCREASE IN
CASH AND CASH EQUIVALENTS                             3,236,554       1,750,937

CASH AND CASH EQUIVALENTS AT:
  BEGINNING OF YEAR                                  18,157,595       7,627,523
                                                  -------------    -------------
  END OF PERIOD                                    $ 21,394,149     $ 9,378,460
                                                  =============    =============

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

See accompanying Notes to Financial Statements

<PAGE>
                    NOTES TO SUMMARIZED FINANCIAL INFORMATION


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.

NOTE  B  -  SUBSEQUENT  EVENT:  PRODUCT  LINE  ACQUISITION

         On February 12, 1999, the Company  signed a $36 million  agreement with
Wyeth Ayerst Laboratories, the pharmaceutical division of American Home Products
Corporation, to purchase the worldwide  rights and  trademark for the Micro-K(R)
product line.  The agreement  is contingent on  routine government filings which
are anticipated to be completed within a few weeks.

         The  Micro-K(R)  product line had combined  worldwide net sales of over
$18.5  million in 1998 and competes in a total U.S. market of  over $318 million
for  prescription  potassium  supplementation  products.  The  product  will  be
promoted by KV as part of a group of brand name  products that KV is planning to
launch.  Revenues generated by the addition of the Micro-K(R)  line are expected
to  have an accretive  earnings effect during  the fiscal year  ending March 31,
2000.


<PAGE>

NOTE C  -  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 Nine Months Ended
Numerator:                                      12/31/98             12/31/97              12/31/98            12/31/97
                                                --------             --------              --------            --------
<S>                                         <C>                  <C>                  <C>                 <C>
Net income                                      $ 4,020,356         $ 2,763,386          $ 9,652,687         $ 6,786,385

Preferred stock dividends                          (105,438)           (105,438)            (316,314)           (316,314)
                                               ------------        ------------        -------------       -------------

Numerator for basic earnings per
   share--income available to common
   stockholders                                 $ 3,914,918         $ 2,657,948          $ 9,336,373         $ 6,470,071

Effect of dilutive securities:
   Preferred stock dividends                        105,438             105,438              316,314             316,314
                                               ------------        ------------         ------------        ------------

Numerator for diluted earnings per
   share-income available to
   common stockholders after
   assumed conversions                          $ 4,020,356         $ 2,763,386          $ 9,652,687         $ 6,786,385

Denominator:

Denominator for basic earnings per
   share--weighted-average shares                18,219,579          18,102,599           18,187,598          18,084,188

Effect of dilutive securities:
   Employee stock options                           922,578             759,403              899,733             596,700
   Convertible Preferred Stock                      903,750             903,750              903,750             903,750
                                               ------------        ------------        -------------        ------------

Dilutive potential Common Shares                  1,826,328           1,663,153            1,803,483           1,500,450

   Denominator for diluted earnings
      per share--adjusted weight-average
      shares and assumed conversions             20,045,907          19,765,752           19,991,081          19,584,638
                                                 ==========          ==========           ==========          ==========

Basic Earnings per Share (1):                    $     0.21          $     0.15           $     0.51          $     0.36
                                                 ==========          ==========           ==========          ==========

Diluted earnings per share (1) (2):              $     0.20          $     0.14           $     0.48          $     0.35
                                                 ==========          ==========           ==========          ==========

<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

         Net Income.  The  Company's  net income for the third quarter of fiscal
1999 ended  December 31, 1998  increased 43% to $4 million from $2.8 million for
the  comparable  period of the prior year on sales of $27 million  this  quarter
versus  $28.3  million last year.  The increase in net income on slightly  lower
sales for the quarter was due primarily to a change in the mix of products sold,
reflecting  continued  growth in sales of the Company's  higher margin  products
coincident with a decreased focus on certain lower-margin  business.  Net income
for the nine month period ended  December 31, 1998 increased 43% to $9.7 million
from $6.8 million for the same period in fiscal 1998. The increase in net income
for the nine  months  was due  primarily  to the  increase  in net  sales and an
improved product mix resulting in improved profitability.

         Revenues.  Consolidated  revenues for the third  quarter of fiscal 1999
ended December 31, 1998 were $27 million  compared to $28.3 million for the same
period of the prior year.  Lower sales for the quarter were  primarily  due to a
decline in volume  resulting  from a  decreased  focus on  certain  lower-margin
business,  while experiencing growth in the  cardiovascular,  women's health and
cough/cold  categories in both existing products and new product  introductions.
Revenues for the nine month period  increased  $10.9  million,  or 16%, to $79.1
million from $68.2 million for the same period last year. The continued focus of
our Ethex  subsidiary on  developing  and  marketing  higher-margin,  technology
enhanced  pharmaceuticals  was the primary factor in the sustained  sales growth
reflected  in the  increased  consolidated  revenues  for the nine months  ended
December 31, 1998. The remaining  growth was attributable to higher sales volume
in the Company's  Particle  Dynamics  subsidiary.  The Company plans to continue
focusing its efforts on product opportunities that provide meaningful growth and
improved profitability.

         Costs and Expenses.  Manufacturing  costs  decreased as a percentage of
revenues  to 50% in the  quarter  ended  December  31, 1998 from 60% in the same
period last year.  This  improvement in gross margin reflects the more favorable
mix of products. For the nine months ended December 31, 1998 manufacturing costs
as a  percentage  of  revenues  improved to 55% from 58% in the same period last
year,  reflecting the improvement  realized from a more profitable product sales
mix.

         Research and development  expenses increased $0.1 million,  or 7.2% for
the quarter  ended  December  31, 1998  compared to the same period of the prior
year.  Year-to-date these expenses  increased $0.4 million,  or 10%, compared to
the same  period  last year.  As a percent of  revenues,  year-to-date  expenses
decreased  to 6.2% from 6.6% in the prior year.  The dollar  increases  were due
primarily to  increased  personnel,  clinical  studies and  consulting  costs to
support   research   efforts  on  new  products  and  advanced   drug   delivery
technologies.

         Selling and administrative expenses increased slightly for the quarter,
up $0.1 million, or 1.3%, compared to the same period last year. As a percent of
revenues,  these  expenses  increased  to 21.2% from 20% in the prior year.  The
dollar increase was due to higher  personnel and marketing  expenses  associated
with marketing programs focused on expanding business.  Year-to-date selling and
administrative  expenses  increased $2.3 million,  or 17.2% over the same period
last year. As a percent of revenues,  these expenses increased slightly to 20.1%
from  19.9% in the  prior  year,  as sales  growth  kept  pace  with the rate of
increase  in  expenses.  The dollar  increase  was due to higher  personnel  and
marketing  expenses  to support  continued  growth,  new  products  and  planned
expansion into the marketing of brand name products.

         Income  taxes were  provided at an  effective  rate of 38% for the nine
months ended  December 31, 1998,  compared to 34% for the same period last year.
The increase was  attributable  to the utilization of certain tax credits during
fiscal 1998 that were not available during the current fiscal year.

<PAGE>

         (b) Liquidity and Capital Resources

         The  following  table  sets forth  selected  balance  sheet  ratios and
amounts at December 31, 1999, March 31, 1998 and December 31, 1997.


                                                     ($ in 000's)
                                                     ------------
                                         12/31/98       03/31/98      12/31/97
                                         --------       --------      --------
    Working Capital Ratio                3.5 to 1       3.1 to 1      3.1 to 1

    Debt to Debt Plus Equity             .08 to 1       .11 to 1      .12 to 1

    Total Liabilities to Equity          .45 to 1       .55 to 1      .51 to 1

    Cash and Equivalents                  $21,394        $18,158        $9,378

    Working Capital                        42,397         35,403        30,222

    Long-Term Debt                          6,929          7,040         6,166

    Stockholders' Equity                   53,945         44,164        39,671


         Working capital for the nine months ended December 31, 1998,  increased
20% or $7.0 million,  due primarily to an increase in current assets  reflecting
higher  inventories  to support  anticipated  increased  revenues  and  seasonal
business  requirements,  increased  cash  and a  decrease  in  receivables.  The
increase in cash for the nine month period was due  primarily to the addition of
the Company's net income, a decrease in accounts receivable due to the timing of
sales and  collections,  and an increase in accounts payable for the purchase of
raw  materials.  This was  partially  offset by higher levels of inventory and a
reduction in accrued profit sharing resulting from lower sales.

         These changes in the components of current assets and liabilities along
with the  Company's  net income  resulted in cash provided by operations of $7.6
million for the first nine months of fiscal  1999,  compared to $4.8 million for
the same period last year, an increase of $2.8 million, or 58%.

         The debt to debt plus equity and total  liabilities to equity ratios at
December 31, 1998, improved as a result of the Company's net income.

         Investing  activities  for the nine months  ended  December  31,  1998,
reflected capital  expenditures of $3.9 million,  with funds being provided from
operations.   Capital   expenditures  were  primarily  for  production  capacity
expansion and upgrading of the Company's information systems.

         The Company  has been able to pass along to its  customers a portion of
cost increases in labor,  manufacturing  and raw material related to operations.
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.

         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
contingency  plans to  minimize  interruptions  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.

<PAGE>

         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
$730,000 (of which  approximately  $481,000 had been incurred as of December 31,
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.

         Based upon the  planning  and  implementation  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.


<PAGE>


Item 3:  Exhibits and Reports on Form 8-K.

         a) Exhibits - None.

         b) The  Company did not file any reports on Form 8-K during the quarter
            ended December 31, 1998.

<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:    February  12,  1999                /s/ Marc S. Hermelin
         -------------------                ------------------------------------
                                            Marc S. Hermelin
                                            Vice Chairman of the Board



Date:    February  12,  1999                /s/ Gerald R. Mitchell
         -------------------                ------------------------------------
                                            Gerald R. Mitchell
                                            Vice President - Finance
                                            Chief Financial Officer