SecProbe.io

CORRESP
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  Lee pharmaceuticals

  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

June 9, 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 March 31, 2005

  File
  No. 1-7335

Dear Mr. Decker:

We have received the
letter dated May 20, 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.

2.         Please find
below our response to the bullet points as they relate to comment 2.

•      The
products which are subject to amortization and those that have indefinite lives
are set forth below.

  Amortization

  Indefinite
  Lives

  Merz

  Bikini Bare

  EVAC-U-GEN

  Take-Off

  Unguentine

  One Step at a Time

•      The
estimated useful lives (amortization period) regarding the products with a
definite life is ten (10) years, which the Company has determined is
reasonable.  The products to be amortized
have been in the marketplace for many years (ranging from 20 years to over 50
years).  We believe these products will
continue to generate sales volume.  This
is based on the historical and current sales volume.  It is the Company’s opinion that these
products have reached maturity.  The
estimated useful life could be more than 10 years based upon the Company’s
experience in the industry and marketplace, along with our understanding of the
products.  The Company believes the more
appropriate amortization period would be 10 years commencing October 1,
2004.

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•      The
products with indefinite lives have been in the marketplace ranging from 15 to
over 25 years.  These products have not
reached maturity, and because it is very difficult to make a determination of
their useful lives, the Company will continue to evaluate and analyze them on
an annual basis.  Based upon sales volume
and/or any decline in sales volume, consideration will be given as to a
potential impairment charge.  As it
relates to Bikini Bare and Take-Off, the remaining unamortized balance as of March 31,
2005, was approximately $70,000 and $69,000, respectively.  Since the implementation of FAS-142, during
fiscal year 2002, the charge to operations for intangible asset impairment
pertained solely to Bikini Bare and Take-Off.

•      The
Company does not have products, which have an associated covenant not to
compete, with a remaining amortization period of more than 60 months.  The remaining amortization periods range
between 8 and 49 months.

•      The
following is a schedule of the Company’s computation pertaining to the
annual amortization expense of the definite-lived intangibles.

  Product
  Line

  Balance

  as of 9/30/04

  Amortization

  Period

  to be Utilized

  Annual

  Amortization

  Merz

  $

  200,000

  10 years

  $

  20,000

  EVAC-U-GEN

  $

  120,000

  10 years

  12,000

  Unguentine

  $

  68,000

  10 years

  6,800

  Total

  $

  38,800

•      Regarding
the definite-lived intangibles, the Company intends to commence the recording
of the amortization effective October 1, 2004.  In light of the fact that the Company has
disclosed its financial results through the second quarter of fiscal 2005, the
amortization write off for the year ($38,800) would be written off from April 1,
2005 through September 30, 2005.  As
a result, the amount of expense that should have been reported during each of
the December 31, 2004 quarter and March 31, 2005 quarter,
was $9,700.  Although we did not
recognize an expense for the three months ended December 31, 2004 and March 31,
2005, we believe this amount ($9,700 per quarter) is immaterial in light of the
financial statements taken as a whole.

3.         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

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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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