SecProbe.io

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Mail Stop 0610						October 21, 2005

Mr. Judson Cooper
Chairman of the Board of Directors
Lev Pharmaceuticals, Inc.
122 East 42nd Street, Suite 2606
New York, New York 10168

Re:	Lev Pharmaceuticals, Inc.
	Preliminary proxy statement filed October 19, 2005
	File No. 0- 32947

Dear Mr. Cooper:

      We have reviewed your filing solely with respect to the
section
entitled "Corporate Governance and Board of Directors Matters" and
proposal number two and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Corporate Governance and Board of Directors Matters, page 7

1.  Please expand the discussion to include the information
requested
by Item 7(d)(1) and (2) of Schedule 14A to the extent applicable.

Proposal No. 2.  Approval of the repricing of options to purchase
an
aggregate of 2,854,900 shares of common stock held by Joshua D.
Schein, the company`s chief executive officer, and Judson Cooper,
the
company`s chairman, page 9

2.  Please expand the discussion in the first paragraph to provide
additional details concerning the options and warrants including,
the
amount of the increase in the number of shares issuable upon
exercise
of the options and warrants, the specific reason for the reduction
in
exercise price, why the reduction was implemented six months after
the merger, and specifically how the reductions were calculated.

3.  Please expand the discussion to indicate why the board
determined
the repricing should be subject to shareholder approval.  In
addition, please clarify what, if anything, will happen in the
event
the proposal is not approved by shareholders.

4.  Please expand the discussion to indicate whether Messrs.
Schein
and Cooper will vote on the proposal or whether approval requires
a
vote by a majority of disinterested shareholders.

5.  Please expand the discussion to provide market price
information
on the dates of the repricing, board action, and the most recent
date
practicable.  In addition, discuss the extent to which Messrs.
Schein
and Cooper benefited, respectively, as a result of the repricing.

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact John L. Krug at (202) 551-3862, Senior
Counsel,
or me at (202) 551-3715 if you have any questions.

Sincerely,

Jeffrey Riedler
Assistant Director

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