<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         June 30, 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 - 7 3 3 5
                        -------------------------------------------------------
                         L E E  P H A R M A C E U T I C A L S
--------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)

    C a l i f o r n i a                          9 5 - 2 6 8 0 3 1 2
---------------------------------    ------------------------------------------
(State or other jurisdiction           (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                        ( 8 1 8 )  4 4 2 - 3 1 4 1
--------------------------------------------------------------------------------
                 (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 June 30, 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>

                                 LEE PHARMACEUTICALS
                                    BALANCE SHEET
                                    JUNE 30, 1997
                                (DOLLARS IN THOUSANDS)
                                     (UNAUDITED)

              ASSETS
Cash                                                               $    28

Accounts and notes receivable (net of allowances: $235)                909

Due from related party                                                  94

Inventories:
    Raw materials                                        $ 1,478
    Work in process                                          275
    Finished goods                                           379
                                                         -------

    Total inventories                                                2,132

Other current assets                                                 1,212
                                                                   -------

    Total current assets                                             4,375

Property, plant and equipment (less
    accumulated depreciation and
    amortization: $6,065)                                              509

Goodwill and other assets (net of
    accumulated amortization: $4,495)                                2,945
                                                                   -------

    TOTAL                                                          $ 7,829
                                                                   -------
                                                                   -------


                          See notes to financial statements.


<PAGE>

                                 LEE PHARMACEUTICALS
                                    BALANCE SHEET
                                    JUNE 30, 1997
                                (DOLLARS IN THOUSANDS)
                                     (UNAUDITED)




    LIABILITIES

Bank overdraft                                                $   186
Note payable to bank                                                8
Notes payable, other                                              754
Current portion - royalty agreements                              660
Accounts payable                                                1,196
Other accrued liabilities                                         731
Due to related parties                                            368
Deferred income                                                    65
                                                              -------

    Total current liabilities                                   3,968

Long-term notes payable to related parties                      3,320

Long-term notes payable, other                                    933

Long-term notes payable to bank                                   316

Long-term payable-royalty agreements, less current portion        286
    $660
Deferred income                                                   158
                                                              -------

    Total liabilities                                           8,981
                                                              -------

    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                                            (5,787)
                                                              -------

    Total stockholders' deficiency                             (1,152)
                                                              -------

         TOTAL                                                $ 7,829
                                                              -------
                                                              -------

                          See notes to financial statements.


<PAGE>

                                 LEE PHARMACEUTICALS

                               STATEMENTS OF OPERATIONS
                   (Dollars in thousands, except per share amounts)


                                 For the Three Months     For the Nine Months
                                    Ended June 30,           Ended June 30,

                                    1997        1996        1997       1996
                                  ---------   ---------   ---------  ---------
                                 (UNAUDITED) (UNAUDITED) (UNAUDITED)(UNAUDITED)

Gross revenues                    $   2,415   $   2,274   $   6,860  $   6,414
Less: Sales returns                    (158)       (261)       (503)      (808)
     Cash discounts and others          (20)        (79)        (85)      (109)
                                  ---------   ---------   ---------  ---------

Net revenues                          2,237       1,934       6,272      5,497
                                  ---------   ---------   ---------  ---------

Costs and expenses:

    Cost of sales                       910         950       2,674      2,423
    Selling and advertising
    expense                             866         677       2,405      2,378
    General and administrative
    expense                             470         393       1,270      1,179
                                  ---------   ---------   ---------  ---------

Total costs and expenses              2,246       2,020       6,349      5,980
                                  ---------   ---------   ---------  ---------


(Loss) from operations                   (9)        (86)        (77)      (483)

Other income                             19          19          65         57
                                  ---------   ---------   ---------  ---------

Net income (loss)                 $      10   $     (67)  $     (12) $    (426)
                                  ---------   ---------   ---------  ---------
                                  ---------   ---------   ---------  ---------

Per share:

    Net income (loss)             $     .00   $    (.02)  $     .00  $    (.10)
                                  ---------   ---------   ---------  ---------
                                  ---------   ---------   ---------  ---------


                          See notes to financial statements.


<PAGE>

                                 LEE PHARMACEUTICALS
                               STATEMENTS OF CASH FLOWS
                                (DOLLARS IN THOUSANDS)

                                                            FOR THE NINE MONTHS
                                                               ENDED JUNE 30,

                                                             1997       1996
                                                          ---------   ---------
                                                         (UNAUDITED) (UNAUDITED)

Cash flows from operating activities:
  Net (loss) . . . . . . . . . . . . . . . . . . . . . .  $     (12)  $    (426)
                                                          ---------   ---------
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
  Depreciation . . . . . . . . . . . . . . . . . . . . .         83         131
  Amortization of intangibles. . . . . . . . . . . . . .      1,035         706
  (Decrease) in deferred income. . . . . . . . . . . . .        (49)        (49)
  (Gain) on disposal of property, plant, and equipment .        (16)        (12)
Change in operating assets and liabilities:
  Decrease (increase) in accounts receivable . . . . . .        203         (69)
  (Increase) in due from related party . . . . . . . . .        (21)          -
  Decrease in inventories  . . . . . . . . . . . . . . .        166         154
  (Increase) in other current assets . . . . . . . . . .        (62)        (80)
  (Decrease) in accounts payable . . . . . . . . . . . .       (448)       (566)
  (Decrease) in accounts payable related party . . . . .        (50)        (46)
  Increase in notes payable, other . . . . . . . . . . .         45          18
  Increase in other accrued liabilities. . . . . . . . .        133         396
  (Decrease) in accrued royalties. . . . . . . . . . . .        (76)          -
                                                          ---------   ---------
  Total adjustments. . . . . . . . . . . . . . . . . . .        943         583
                                                          ---------   ---------
    Net cash provided by operating activities. . . . . .        931         157

                                                          ---------   ---------

Cash flows from investing activities:
  Additions to property, plant, and equipment. . . . . .       (111)        (11)
  Proceeds from sale of equipment. . . . . . . . . . . .         16          12
  Acquisition of product brands. . . . . . . . . . . . .     (1,092)       (134)
                                                          ---------   ---------
    Net cash (used in) investing activities. . . . . . .     (1,187)       (133)
                                                          ---------   ---------

Cash flows from financing activities:
  (Payments on) bank loans . . . . . . . . . . . . . . .        (61)          -
  Proceeds from (payments on) notes payable to
    related party. . . . . . . . . . . . . . . . . . . .         80         (27)
  Proceeds from notes payable, other . . . . . . . . . .        633         281
  (Decrease) in long-term royalty agreements . . . . . .       (495)       (495)
  Increase in bank overdraft . . . . . . . . . . . . . .        114         101
                                                          ---------   ---------
    Net cash provided by (used in) financing activities.        271        (140)
                                                          ---------   ---------

Net Increase (decrease) in cash. . . . . . . . . . . . .         15        (116)
Cash, beginning of year. . . . . . . . . . . . . . . . .         13         123
                                                          ---------   ---------

Cash, end of period. . . . . . . . . . . . . . . . . . .  $      28   $       7
                                                          ---------   ---------
                                                          ---------   ---------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest . . . . . . . . . . . . . . . . . . . . . . .  $     428   $     162
                                                          ---------   ---------
                                                          ---------   ---------

Acquisition of product brands:
  Fair value of assets acquired. . . . . . . . . . . . .      1,497         134
  Fair value of liabilities incurred . . . . . . . . . .  $     405           -
                                                          ---------   ---------
    Net cash payments. . . . . . . . . . . . . . . . . .  $   1,092         134
                                                          ---------   ---------
                                                          ---------   ---------


                          See notes to financial statements.


<PAGE>

     NOTES TO FINANCIAL INFORMATION

1.   Basis of presentation:

     The accompanying balance sheet as of June 30, 1997, and the statements of
     operations and cash flows for the periods ended June 30, 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 nine months ended June 30,
     1997, are not necessarily indicative of results to be expected for the year
     ending September 30, 1997.

     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, 1996.

     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, 1996.  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 June 30, 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 October 16, 1996, the Company purchased certain assets from Lactona
     Corporation for $175,000 including inventory valued at approximately
     $30,000.  The Company remitted $75,000 at closing.  Payments of $3,000,
     including interest, are due the 16th of each month starting November 1996
     and ending September 1999 and any remaining amount on October 16, 1999.
     Interest is to be computed at the highest prime rate during the payment
     period.  The highest prime rate was 8.25% on March 16, 1997.


<PAGE>

     On October 21, 1996, the Company purchased certain assets from Roberts
     Laboratories, Inc. for $1,168,089.  The Company remitted $100,000 at
     closing.  Payments of $19,752 are due on the first of each month starting
     November 1, 1996, and ending on October 1, 2000.  Any remaining unpaid
     balance is due on November 1, 2000.  Interest shall be paid at the highest
     prime rate during the preceding month.

ITEM 2.

     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     MATERIAL CHANGES IN RESULTS OF OPERATIONS
     THREE MONTHS ENDED JUNE 30, 1997, AND JUNE 30, 1996

     Gross revenues for the three months ended June 30, 1997, were $2,415,000,
     an increase of approximately $141,000 or 6% from the comparable three
     months period ended June 30, 1996.  The increase in gross revenues was due
     to the volume generated from the newly acquired brands such as;
     Aquafilter-Registered Trademark-, two oral care brands, and 28 items
     including ointments, nutritional supplements, vitamins, analgesics, and
     various over-the-counter brands.  These acquisitions are discussed in Note
     5 above.  The above increased sales volume was partially offset by reduced
     sales revenues of the nail category products.  The Company's gross revenues
     from nail products have continued to decline as reported in the prior
     quarterly Form 10-QSB filings.  The decline is primarily due to customers
     discontinuance of several of the nail extender SKU's (stock keeping units).
     In addition, revenues from the Company's line of depilatories were lower in
     the current quarter as compared to the quarter ended June 30, 1996.

     Net revenues increased approximately $303,000 or 16% for the three months
     ended June 30, 1997, as compared to the three months ended June 30, 1996.
     The change in net revenues was due to the increase in gross revenues
     discussed above.  In addition, the sales returns declined $103,000 or 40%
     when comparing the three months ended June 30, 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 extender category.  The Company's retail customers have
     continued to change their planograms, where they are stocking fewer SKU's
     of the Company's products.

     Cost of sales was 38% of gross revenues for the quarter ended June 30,
     1997, compared to 42% for the quarter ended June 30, 1996.  The percentage
     was lower due to a favorable product mix plus the Company exhausted the
     purchased finished goods inventory of the Aquafilter-Registered Trademark-
     brand during the first two quarters of fiscal 1997 and commenced
     manufacturing the product, in-house, during the current quarter thereby
     capturing more manufacturing overhead.

     Selling and advertising expenses increased $189,000 or 28% when comparing
     the three months ended June 30, 1997, with the three months ended June 30,
     1996.  The increase in expenses were mainly due to the following factors;
     (1) an increase in the bad debt allowance account with no recurring entry
     in the comparable quarter ended June 30, 1996, and (2) an increase in the
     amortization expense (approximately $112,000) related to acquisitions by
     the Company during October 1996.

     General and administrative expenses increased when comparing the quarters
     ended June 30, 1997, and 1996.  The increase of $77,000 or 20% was the
     result of; (1) employee new hires and (2) increased interest expense of
     approximately $48,000 as a result of increased borrowings from the
     Company's asset based financing lender.

     MATERIAL CHANGES IN RESULTS OF OPERATIONS
     NINE MONTHS ENDED JUNE 30, 1997, AND JUNE 30, 1996

     Gross revenues for the nine months ended June 30, 1997, were $6,860,000, an
     increase of approximately $446,000 or 7% from the comparable nine months
     period ended June 30, 1996.  The increase in gross revenues was due to the
     volume generated from the newly acquired brands such


<PAGE>


     as; Aquafilter-Registered Trademark-, two oral care brands, and 28 items
     including ointments, nutritional supplements, vitamins, analgesics, and
     various over-the-counter brands.  The above increased sales volume was
     partially offset by reduced sales revenues of the nail category products.
     This reduction of nail extender products has continued to decline over the
     past years.  Net revenues for the nine months ended June 30, 1997, were
     $6,272,000, an increase of $775,000 or 14%, from the comparable nine months
     period ended June 30, 1996.  The reasons for lowered sales returns during
     the nine months period ended June 30, 1997, versus June 30, 1996, are the
     same as explained above regarding material changes of the three months
     period ended June 30, 1997, and 1996.

     Cost of sales as a percentage of gross revenues for the nine months ended
     June 30, 1997, as compared to the nine months period ended June 30, 1996,
     was 39% versus 38% respectively.  The slightly higher cost of sales
     percentage for the nine months ended June 30, 1997, compared to June 30,
     1996, is due to the non-recurring start-up costs associated with the
     internal production of several of the product lines associated with the
     recent brand acquisitions previously discussed, non-recurring freight
     charges related to the transporting of inventory and equipment related to
     acquired brands, and an increase in manufacturing labor dollars as a result
     of two (September 1996 and March 1997) hourly rate increases in the minimum
     wage.

     Selling and advertising expenses had a nominal increase of $27,000 or 1%
     when comparing the nine months ended June 30, 1997, with the nine months
     ended June 30, 1996.  When comparing the selling and advertising expenses
     as a percentage of gross revenues for the nine months ended June 30, 1997,
     and 1996, the results were 35% versus 37% respectively.

     General and administrative expenses increased $91,000 or 8% when comparing
     the quarters ended June 30, 1997, and 1996.  The increase was due to the
     reasons explained above regarding changes with the three months period
     ended June 30, 1997, and 1996.

     LIQUIDITY AND CAPITAL RESOURCES

     During the three months ended June 30, 1997, working capital increased to
     $407,000 from $395,000 at September 30, 1996.  The ratio of current assets
     to current liabilities was 1.1 to 1 at June 30, 1997, and 1.09 to 1 at
     September 30, 1996.  The increase in working capital of $12,000 was
     primarily due to a decrease in accounts payable related to payment of
     several non-recurring commitments.

     The Company has an accumulated deficit of $5,787,000.  The Company's
     recurring losses and/or slightly above break-even from the statements of
     operations and inability to generate sufficient cash flow from normal
     operations to meet its obligations as they came due raise substantial doubt
     about the Company's ability to continue as a going concern.  The Company's
     ability to continue in existence is dependent upon future developments,
     including obtaining additional financing and achieving a level of
     profitable operations sufficient to enable it to meet its obligations as
     they become due.

     ENVIRONMENTAL MATTERS

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


<PAGE>

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

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

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

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

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

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

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


<PAGE>

     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 and legal fees actually incurred.  The Company
     continues to seek reimbursement from other carriers, although no such
     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.

     Currently, the Company does not have any reliable information on the likely
     cleanup costs of its property.  Thus, it cannot determine the extent, if
     any, of its share of liability for any such cleanup costs.


<PAGE>

                             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, 1996.

Item 6.   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.


<PAGE>

                                      SIGNATURES

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

                                                  LEE PHARMACEUTICALS
                                                  -------------------
                                                     (Registrant)



     Date:     August 7, 1997                     Ronald G. Lee
          ----------------------             ------------------------------
                                                   Ronald G. Lee
                                                     President



     Date:     August 7, 1997                     Michael L. Agresti
          ----------------------             ------------------------------
                                                   Michael L. Agresti
                                                    Vice President - Finance