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, 1996

                                       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 Outstanding
            Common Stock                             as of this Report Date
            ------------                             ----------------------

Class A Common Stock, par value $.01 per share              7,312,621
                                                       ------------------
Class B Common Stock, par value $.01 per share              4,516,044
                                                       ------------------
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


                      CONSOLIDATED STATEMENTS OF OPERATIONS

      For the Three Months and Nine Months Ended December 31, 1996 and 1995
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                 For the Three                             For the Nine
                                                                 Months Ended                              Months Ended
                                                         12/31/96            12/31/95              12/31/96            12/31/95
                                                         --------            --------              --------            --------


<S>                                                    <C>                  <C>                   <C>                  <C>        
Revenues                                               $14,726,796          $11,956,080           $40,889,061          $35,383,784

Costs and Expenses:

Manufacturing costs                                      8,180,977            6,170,376            21,960,539           18,399,138
Research and development                                 1,302,529            1,098,420             3,659,513            3,218,234
Selling and administrative                               3,202,304            2,915,350            10,036,125            9,069,897
Interest expense                                           162,667              361,925               313,952            1,089,856
Amortization of intangible
  assets                                                    41,316              210,923               138,683              647,002
                                                            ------              -------               -------              -------
                                              
Total Costs and Expenses                                12,889,793           10,756,994            36,108,812           32,424,127
                                                        ----------           ----------            ----------           ----------
                                             
Income before income
  taxes                                                  1,837,003            1,199,086             4,780,249            2,959,657
Provision for income taxes:
   Current                                                  30,000               30,000                90,000               90,000
   Deferred                                                      -                    -                     -                    -
                                                         ---------            ---------             ---------            ---------
Total                                                       30,000               30,000                90,000               90,000
                                                         ---------            ---------             ---------            ---------

Net Income                                             $ 1,807,003          $ 1,169,086           $ 4,690,249          $ 2,869,657
                                                       ===========          ===========           ===========          ===========

Net Income per Common
  Share (after deducting preferred
  dividends:  
  $105,438 for the three months
  ended December 31, 1996 and 1995
  and $316,314 for the nine
  months ended December 31, 1996
  and 1995)                                                  $0.14                $0.09                 $0.36                $0.22
                                                             =====                =====                 =====                =====
</TABLE>



See accompanying Notes to Financial Statements


<PAGE>


                   KV PHARMACEUTICAL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      December 31, 1996 and March 31, 1996
                                   (Unaudited)

                                             12/31/96             03/31/96
                                             --------             --------

ASSETS
Current Assets:
Cash and equivalents                        $  3,031,449       $  2,038,069
Receivables                                    8,137,879          7,281,459
Inventories                                   11,722,654          8,450,162
Prepaid and other                                363,561            229,358
                                          --------------     --------------
   Total Current Assets                       23,255,543         17,999,048

Net property and equipment                     7,533,041          7,621,217

Goodwill and other                             2,826,451          2,328,190
                                             -----------        -----------

TOTAL ASSETS                                 $33,615,035        $27,948,455
                                             ===========        ===========


LIABILITIES
Current Liabilities:
Current maturities of long-term debt       $     402,163      $     712,328
Accounts payable                               3,133,317          2,068,265
Accrued liabilities                            1,689,283          1,165,506
                                           -------------      -------------
  Total Current Liabilities                    5,224,763          3,946,099

Long-term debt                                 2,164,897          2,541,216
Other                                            950,297            911,230
                                          --------------      -------------
  Total Liabilities                            8,339,957          7,398,545
                                          --------------      -------------

Commitments and contingencies

SHAREHOLDERS' EQUITY
Preferred Stock                                    2,410              2,410
Class A common stock                              73,364             71,207
Class B common stock                              45,398             47,474
Additional paid-in capital                    30,270,764         30,235,926
Retained deficit                              (5,061,905)        (9,752,154)
Less cost of Class A and Class B
  common stock in treasury                       (54,953)           (54,953)
                                           -------------       ------------ 
TOTAL SHAREHOLDERS' EQUITY                    25,275,078         20,549,910
                                            ------------       ------------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                         $33,615,035       $27,948,455
                                             ===========       ===========

See accompanying Notes to Financial Statements


<PAGE>

<TABLE>


                      CONSOLIDATED STATEMENTS OF CASH FLOW
              For the Nine Months Ended December 31, 1996 and 1995
                                   (Unaudited)
<CAPTION>

                                                                       1996                             1995
                                                                     --------                          ------
<S>                                                                 <C>                           <C>   
OPERATING ACTIVITIES
Net Income                                                          $4,690,249                    $   2,869,657

Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization                                      1,217,877                        1,686,048

Changes in operating assets and liabilities:
(Increase) decrease in receivables                                    (856,420)                         221,660
Net increase in inventories and
  other current assets                                              (3,406,695)                      (2,706,438)
Increase (decrease) in accounts payable and
  accrued liabilities                                                1,588,829                       (1,660,825)
Increase in other                                                       39,067                           31,604
                                                                   -----------                     ------------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES                                               3,272,907                          441,706
                                                                   -----------                     ------------

INVESTING ACTIVITIES
  Purchase of property and equipment, net                             (991,021)                        (679,806)

  Other, net                                                          (636,941)                        (458,807)
                                                                   -----------                    ------------- 

NET CASH USED IN INVESTING
  ACTIVITIES                                                        (1,627,962)                      (1,138,613)
                                                                  ------------                    ------------- 

FINANCING ACTIVITIES
  Proceeds from credit facilities                                                                    16,265,308
  Repayment of credit facilities                                                                    (22,014,700)
  Proceeds from term loan facility                                                                    6,839,411
  Principal payments on long-term debt                                (686,484)                      (1,435,378)
  Exercise of common stock options                                      34,919                          302,355
                                                                   -----------                    -------------
NET CASH USED IN
FINANCING ACTIVITIES                                                  (651,565)                         (43,004)
                                                                   -----------                    ------------- 

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                                 993,380                         (739,911)
Cash and cash equivalents
  at beginning of year                                               2,038,069                        1,075,713
                                                                   -----------                    -------------
CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                                                  $3,031,449                  $       335,802
                                                                    ==========                    =============

</TABLE>

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,  1996  filed  with the
Securities and Exchange 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. 

          Certain  reclassifications  have  been  made  to the  March  31,  1996
financial  statements  to conform to the December 31, 1996  financial  statement
presentation. These reclassifications had no effect on net earnings.

NOTE B  -  EARNINGS PER SHARE

          Net income per common share is computed by dividing  net income,  less
preferred dividends,  by the weighted average number of common shares and common
share  equivalents  (if  dilutive)  outstanding  during  the  period.  Preferred
dividends used in this  calculation for the  three-month and nine-month  periods
ended  December  31, 1996 and 1995 were  $105,438  and  $316,314,  respectively.
Undeclared and unaccrued cumulative preferred dividends at December 31, 1996 and
1995 were  $2,203,650 and  $1,781,898,  respectively.  Common share  equivalents
consist  of those  common  shares  that  would be issued  upon the  exercise  of
outstanding  stock  options.  The weighted  average number of shares used in the
computations  were 12,050,744 and 11,806,130 for the quarters ended December 31,
1996 and 1995,  respectively,  and  12,057,179 and 11,723,797 for the nine-month
periods ended December 31, 1996, and 1995, respectively.

<PAGE>

NOTE  C  -  SUBSEQUENT  EVENT

          In January,  1997, the Company concluded a broad-based  agreement with
Roche  Holding,  Ltd. of Basel,  Switzerland.  

          The agreement provides for the marketing by Roche or its licensee of a
prescription  one  dose  cure  vaginal  antifungal  product,  combining  Roche's
proprietary  butoconazole  nitrate with KV's  proprietary  SITE  RELEASE(R) drug
delivery  technology.  The product  was  originally  developed  by KV for Syntex
(U.S.A.),  Inc.,  which was acquired by a Roche  affiliate in 1995. The approval
process for the product is in an advanced  stage  although there is no assurance
as to when the approval will be received.  KV will  manufacture  the product and
receive  royalties  once it is marketed.  Under the  agreement,  KV also has the
right to market the product in North  America  and was also given the  exclusive
right to market or license  the  prescription  product in the rest of the world.

          The  agreement  included  an  initial  cash  payment  of $3 million on
January 1, 1997,  with two additional  payments of $3 million  annually  through
January 1, 1999, unless regulatory  approval of a potential follow-on product in
the same  therapeutic area is received prior to these dates.  Upon approval,  KV
will  receive  manufacturing  revenues  and  royalties  on product  sales of the
follow-on  product.  Under the  agreement,  KV also has the  exclusive  right to
market or license the follow-on product outside of North America.  

          Also,  as part of the  agreement,  KV will  develop  three  additional
products for Roche using KV's proprietary drug delivery  technologies.  KV would
receive  manufacturing  revenues  and  royalties  at the time the  products  are
marketed.  

          As  part  of  a  further  collaboration  under  the  agreement,   KV's
wholly-owned  subsidiary,  ETHEX  Corporation,  will market two of Roche's brand
name  products  generically.  In addition,  Roche has committed to purchase $3.5
million of common stock from KV.


<PAGE>

Item 2:  Management's Discussion and Analysis of Results of Operations, and
         Liquidity and Capital Resources
 
(a)  Results of Operations
     
          Revenues.  Consolidated  revenues for the third quarter of fiscal 1997
totaled $14.7  million,  compared to $12 million for the third quarter of fiscal
1996,  an increase  of $2.7  million,  or 23% greater  than the same period last
year. Year-to-date consolidated revenues were $40.9 million, an increase of $5.5
million,  or 16%,  compared to the same period last year.  The increase in sales
volume for both the  quarter  and  year-to-date  is  primarily  attributable  to
continued  growth  being  experienced  by ETHEX from  sales of new and  existing
products. ETHEX sales increased by $1.9 million, or 21% in the third quarter and
were up $4 million,  or 15%, for the  year-to-date  over the same periods of the
prior year. ETHEX sales accounted for 75% of consolidated  revenues in the third
quarter  and  have  contributed  73% of  total  revenues  for the  year-to-date.
Combined, Particle Dynamics and Contract Services revenues increased $.8 million
or 29% in the  third  quarter  and $1.5  million  or 16%  year-to-date  over the
respective  periods  of the  prior  year.  These  increases  are  attributed  to
increased sales volume.  

          Costs and Expenses.  Manufacturing  costs increased as a percentage of
net sales to 56% in the  quarter  ended  December  31, 1996 from 52% in the same
period  last year.  Year-to-date  manufacturing  costs as a percent of net sales
increased to 54% from 52% for the nine months ended  December 31, 1996 and 1995,
respectively.  These increases were primarily attributable to changes in product
mix. 

          Research and  development  costs  increased $.2 million or 19% for the
quarter ended December 31, 1996, compared to the same quarter of the prior year.
Year-to-date,  these costs increased $.4 million,  or 14%,  compared to the same
period of the  prior  year.  These  increases  are  primarily  due to  increased
personnel  and supply costs to support  continuing  research  into advanced drug
delivery technologies.

<PAGE>

          Selling and administrative  expense increased $.3 million, or 10%, for
the quarter  ended  December 31, 1996,  compared to the same period of the prior
fiscal year but  decreased to 22% of total  revenues from 24% in the prior year.
Year-to-date  selling and administrative  expenses increased $1 million, or 11%,
over the same period last year but  decreased to 25% of total  revenues from 26%
in the prior year. Increased  expenditures are primarily related to higher ETHEX
marketing,  selling and  administrative  support costs  associated  with the new
product introductions and expansion of ETHEX.

          Interest  expense  decreased $.2 million for the third quarter and $.8
million for the nine-month period ended December 31, 1996,  compared to the same
period of the prior fiscal year.  The  decreases  resulted from a lower level of
borrowing during the first three quarters of fiscal 1997.

          Amortization of intangible  assets decreased $.2 million,  or 80%, for
the quarter ended  December 31, 1996,  compared to the same quarter of the prior
fiscal year.  Year-to-date,  these costs decreased $.5 million, or 79%, compared
to the same period of the prior fiscal year. These decreases are attributable to
reimbursements received in fiscal 1996 for intangible costs.

          For the nine months ended December 31, 1996 and 1995 the Company had a
current  provision for income taxes of $90,000 based on the alternative  minimum
tax, but  otherwise  made no provision for income taxes as a result of available
net operating loss carryforwards.

          Net Income.  As a result of the factors  described  above,  net income
improved  $.6  million,  or 55%  for  the  third  quarter  of  fiscal  1997  and
year-to-date  net income  improved  $1.8  million,  or 63%  compared to the same
period of the prior year.

<PAGE>

(b)  Liquidity and Capital Resources

          The  following  table sets forth  selected  balance  sheet  ratios and
amounts in  thousands  at December  31, 1996 and  December  31,  1995.

                                  12/31/96                12/31/95  
                                  --------                --------  

Working Capital Ratio             4.5 to 1                3.3 to 1 
Quick Ratio                       2.1 to 1                1.5 to 1
Debt to Debt Plus Equity          .09 to 1                .49 to 1 
Total Liabilities to Equity       .33 to 1               1.30 to 1 
Cash and Equivalents              $  3,031               $     336 
Working Capital                     18,031                  12,272
Long Term Debt                       3,115                  11,778 
Stockholders' Equity                25,275                  13,146


          During the quarter ended December 31, 1996,  working capital increased
$1.5 million,  or 9%, to $18 million while cash and cash  equivalents  increased
$.7  million.  Working  capital  for the nine  months  ended  December  31, 1996
increased $4 million,  or 28%, including an increase in accounts  receivables of
$.9 million  principally from increased sales volume from ETHEX  Corporation and
an increase in  inventories  of $3.4  million to support  the  additional  sales
volume  and  seasonal  business.  Net cash  provided  from  operations  was $3.3
million. Borrowings reflected a decrease of $.7 million, from the application of
funds provided by profitable operations.  The ratio of current assets to current
liabilities  was 4.5 to 1 as of December  31,  1996,  compared to 3.3 to 1 as of
December 31, 1995. 

          The debt to  debt-plus-equity  and total  liabilities to equity ratios
continued  to  improve  for the first  nine  months  of  fiscal  1997 due to the
positive impact of consistent profitability.

          Investing activities for fiscal 1997 reflected capital expenditures of
$1 million and net  expenditures  for other assets of $.6  million,  which funds
were provided from operations.

          The Company's  cash and cash  equivalents on hand at December 31, 1996
were $3  million.  In  addition,  the  Company  currently  has in place a credit
facility with  Foothill  Capital  Corporation  under which it has the ability to
borrow up to $17.5 million. This credit facility consists of a revolving loan, a
term loan, a capital  equipment  loan  facility and letters of credit to support
the Company's  outstanding  industrial revenue bond and other requirements.  The
Company  has no  cash  borrowings  under  the  facility.  

<PAGE>
          Although  the  Company  generally  has been able to pass  along to its
customers at least a portion of cost increases in labor,  manufacturing  and raw
material costs under its agreements, in certain instances no increases have been
effected due to market  conditions.  It is not  meaningful  to compare  changing
prices over the past several years because products,  product formulas,  product
mix and sources of raw materials have varied substantially.

          The Company has transitioned  its revenue  structure from one based on
lower margin, highly competitive,  short-term contract manufacturing to focusing
on higher margin,  drug delivery product marketing through ETHEX Corporation and
Particle  Dynamics,  Inc., its  wholly-owned  subsidiaries,  as well as advanced
technology drug delivery products to be marketed and co-marketed under long term
licensing  agreements.  These  advanced  technology  drug delivery  products and
systems  are the  subject of a number of  long-term  business  arrangements  and
provide  differentiated and/or improved benefits derived from incorporating KV's
drug delivery  system  technologies.  For the most part,  these  products can be
produced with existing manufacturing  processes. The Company expects to continue
a relatively  high level of expenditures  and investment for research,  clinical
and regulatory  efforts  relating to the  development and  commercialization  of
proprietary new products and advanced technology products and their approval for
marketing.

          The  implementation  of these  strategies of focusing on drug delivery
technology  distinguished  product marketing  capabilities through its ETHEX and
Particle Dynamics,  Inc.  subsidiaries and drug delivery licensing  arrangements
with  brand  pharmaceutical   marketing  clients  has  allowed  the  Company  to
de-emphasize contract services. Consequently, the Company has shifted its future
growth  internally,  with drug delivery product marketing  capabilities and drug
delivery licensing activities constituting 89% of KV's total business.

          The Company  believes funds  generated  from operating  activities and
existing cash,  together with the funds  available under its credit facility and
the funds provided from the subsequent  agreement with Roche Holding,  Ltd. (See
Note C),  will be  adequate to fund the  Company's  requirements  for short term
needs due to the continued level of sales growth being experienced.


<PAGE>

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

         a)  Exhibits - See Exhibit Index on page 14
         b)  The Company did not file any reports on Form 8-K during the quarter
             ended December 31, 1996.

<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 5, 1997                   /s/ Marc S. Hermelin
         ------------------                 --------------------------
                                            Marc S. Hermelin
                                            Vice Chairman of the Board




Date:    February 5, 1997                   /s/ Gerald R. Mitchell
         ------------------                 --------------------------
                                            Gerald R. Mitchell
                                            Vice President - Finance
                                            Chief Financial Officer

<PAGE>



                                  EXHIBIT INDEX



Exhibit Number                 Description                             Page
--------------                 -----------                             ----

     11                   Computation of Earnings                     15-16
                          Per Share Calculation. Filed
                          Herewith.