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CORRESP
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1434 Santa Anita
Ave., P.O. Box 3836, South El Monte, CA 91733, U.S.A.

Tel.: (626)
442-3141 • TOLL FREE: (800) 950-5337 • FAX: (626) 443-8745

April 21, 2005

Mr. Rufus Decker

Branch Chief

United States Securities
and Exchange Commission

Washington, DC 20549-0510

RE:     Form 10-KSB
for the fiscal year ended September 30, 2004

Form 10-QSB
for the quarter ended December 31, 2004

File
No. 1-7335

Dear Mr. Decker:

We have received the letter dated April 4, 2005
containing the comments of the Staff of the Securities and Exchange Commission
(“the Commission.”)  Here are the
responses of Lee Pharmaceuticals (the “Company”) to the Staff’s comments.  The number of the response corresponds to the
number of the Staff’s comment.

1.                           The
Staff’s comment is noted.  As appropriate,
in response to the Staff’s comments below, the Company has described the
proposed changes contemplated in future filings.  In many cases, the specific language will
depend on the circumstances at the time of filing.

2.                           As part
of a settlement with the Commission, it was agreed that Mr. Agresti would
not be the Chief Financial Officer of the Company.

3.                           In
future filings, the Company will delete the reference to “goodwill.”  During the acquisition of the various product
lines, it was difficult to determine a definite life.  We did not know how long the product would be
part of our product core of products.
However, considering competition, new research and development in the
marketplace, etc., we will review the applicable products and assign a definite
life to each one.  The amortization
period would range between ten and fifteen years.

In addition, we will
continue to analyze, at least annually, each applicable product for possible
impairment loss.  The amount of product
lines is classified as intangible assets.
Please refer to our attached Exhibit 1,
Calculation of Impairment of Intangible Assets.

4.                           In
future filings, we will reclassify the service fee income generated under the
MDC service agreement as other revenues after the gross revenues line on the
statements of operations.

5.                           The
Company filed a Form 8-K regarding the sale of the Nose Better® product line on April 20,
2005.

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6.                           The
Company will include similar disclosures in its future interim filings, as
appropriate.

If you have any questions regarding this matter,
please contact Ronald G. Lee or the undersigned directly.

  Sincerely yours,

  MICHAEL L. AGRESTI

  Michael L. Agresti

  Vice President -
  Finance

MLA/hb

Attach.

cc:                                 Mr. Gus
Rodriguez, Staff Accountant

United States Securities
and Exchange Commission

Washington, DC 20549-0510

Mr. Ronald G. Lee,
President and Chief Financial Officer

Mr. George Brenner,
CPA

Mr. Richard Boehmer,
O’Melveny & Myers LLP

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Exhibit 1

LEE
PHARMACEUTICALS

CALCULATION
OF IMPAIRMENT OF INTANGIBLE ASSETS

FOR
THE TWELVE MONTHS ENDED SEPTEMBER 30, 2004

PLUS GROSS SALES FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2003

AND GROSS SALES YEAR TO
DATE AS OF MARCH 31, 2005

  Asset

  Gross

  Sales

  FY ‘03

  Gross

  Sales

  FY ‘04

  Returns

  FY ‘04

  Net

  Sales

  FY ‘04

  Probated

  Cost

  FY ‘04

  Gross

  Profit

  FY ‘04

  Freight

  4%

  FY ‘04

  Brokerage

  1%

  FY ‘04

  Cash

  Discount

  1%

  FY ‘04

  Coop

  Adv.

  3%

  FY ‘04

  Net

  Brand

  Contrib.

  FY ‘04

  Brand

  Value

  (x3) *

  FY ‘04

  Unamortized

  Balance at

  9-30-04

  Gross

  Sales

  YTD

  A/O 3-31-05

  Bikini Bare (1)

  $

  151,554

  $

  152,860

  $

  (5,646

  )

  $

  147,214

  $

  103,359

  $

  43,855

  $

  6,114

  $

  1,529

  $

  1,529

  $

  4,586

  $

  30,097

  $

  90,291

  $

  90,000

  $

  36,932

  Take-Off

  $

  131,450

  $

  117,286

  $

  (6,489

  )

  $

  110,797

  $

  51,599

  $

  59,198

  $

  4,691

  $

  1,173

  $

  1,173

  $

  3,519

  $

  48,642

  $

  145,926

  $

  148,692

  $

  32,805

  Merz

  $

  498,421

  $

  410,506

  $

  (76,688

  )

  $

  333,817

  $

  152,199

  $

  181,618

  $

  16,420

  $

  4,105

  $

  4,105

  $

  12,315

  $

  144,673

  $

  434,020

  $

  200,000

  $

  194,312

  One Step at a
  Time

  $

  398,048

  $

  284,079

  $

  (18,482

  )

  $

  265,597

  $

  109,448

  $

  156,149

  $

  11,363

  $

  2,841

  $

  2,841

  $

  8,522

  $

  130,582

  $

  391,747

  $

  336,499

  $

  115,261

  EVAC-U-GEN

  $

  208,273

  $

  210,290

  $

  (36,546

  )

  $

  173,744

  $

  103,886

  $

  69,858

  $

  8,412

  $

  2,103

  $

  2,103

  $

  6,309

  $

  50,931

  $

  152,792

  $

  120,000

  $

  63,396

  Unguentine

  $

  180,628

  $

  124,568

  $

  (33,785

  )

  $

  90,782

  $

  40,848

  $

  49,934

  $

  4,983

  $

  1,246

  $

  1,246

  $

  3,737

  $

  38,722

  $

  116,167

  $

  68,000

  $

  48,761

Notation:

The Company recorded a charge to impairment expense as of
December 31, 2004 (per Form 10-QSB) in the amount of $100,000 (Bikini
Bare $20,000 and Take-Off $80,000).

(1)           Although this product is sold year round, the majority of
the sales are during the summer months.

*              A discount rate of 33.3%, which
represents an estimated risk-adjusted cost of capital, was used in the
calculation.