Mail Stop 0510


      April 4, 2005

via U.S. mail and facsimile

Mr. Ronald G. Lee
Chief Executive Officer and Chief Financial Officer
Lee Pharmaceuticals
1444 Santa Anita Avenue
South El Monte, California 91733

	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. Lee:

		We have reviewed your response letter dated March 15,
2005
and have the following additional comments.  If you disagree with
our
comment, 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.

	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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-KSB FOR YEAR ENDED SEPTEMBER 30, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions, please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings.




Financial Statements

2. We note that Mr. Agresti has the title of Vice President -
Finance, Treasury and Secretary of the company, but Ronald G. Lee
is
designated as the Chief Financial Officer for purpose of signing
quarterly reports and related certifications in Form 10-KSB and
10-
QSB reports.  Please tell us why Mr. Agresti is not considered the
principal financial officer of the company.

Note 4 - Intangible Assets, page 21

3. We have reviewed your response to comment 22.  Under paragraph
39
of SFAS 141, an intangible asset shall be recognized as an asset
apart from goodwill if it is separable and capable of being sold,
transferred, licensed or rented.  Since you recently sold a
product
line it appears that your product lines meet the separable
criteria
and should be classified as intangible assets.  Please
supplementally
tell us the factors that you considered in determining that the
product line intangible assets have indefinite lives.  With
respect
to each of the product lines, tell us the amount of revenue
generated
by each product during each of the last two years and the interim
period in the current year.  Please also provide us with the cash
flow analysis discussed in note 4 of your 2004 Form 10-KSB Report
and
any other relevant impairment analysis for each of these
intangible
assets.

Note 20 - Distribution Agreement, page 30

4. We have reviewed your responses to comments 17 and 28.  Please
reclassify the service fee generated under the Monticello Drug
Company distribution agreement to service revenue given its source
of
recurring earnings over the five-year term of the agreement.

Note 21 - Subsequent Event, page 30

5. We have reviewed your response to comment 29.  Please tell us
when
you intend to file the Form 8-K report regarding the sale of the
Nose
Better product line.


FORM 10-QSB FOR PERIOD ENDED DECEMBER 31, 2004

Comment applicable to your interim filing

6. Please address the comments above in your interim filings as
well.


*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

       If you have any questions regarding these comments, please
direct them to Gus Rodriguez, Staff Accountant, at (202) 824-5524
or,
in his absence, Nathan Cheney, Assistant Chief Accountant, at
(202)
942-1804 or, to the undersigned, at (202) 942-1774.

							Sincerely,




							Rufus Decker
							Accounting Branch Chief


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Mr. Ronald G. Lee
April 4, 2005
Page 3 of 3




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE