Via Facsimile and U.S. Mail
Mail Stop 6010
								January 9, 2006


Mr. Gerald R. Mitchell
Vice President and Chief Financial Officer
K-V Pharmaceutical Company
2503 South Hanley Road
St. Louis, Missouri 63144

Re:	K-V Pharmaceutical Company
Form 10-K for Fiscal Year Ended March 31, 2005
File No. 001-09601

Dear Mr. Mitchell:

      We have limited our review of your filings to the issue we
have
addressed in our comment.  In our comment, we ask you to provide
us
with more information so we may better understand your disclosure.
After reviewing this information, we may 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
filings.
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.

2005 Form 10-K, filed June 14, 2005

Item 7. Management`s Discussion and Analysis of Results of
Operations, and Liquidity and Capital Resources

Critical Accounting Estimates

Revenue and Provision for Sales Returns and Allowances, page 50
1. We believe your disclosure related to estimates of items that
reduce gross revenue such as product returns, chargebacks,
customer
rebates and other discounts and allowances could be improved.
Please
provide us the following in disclosure type format:

a) The nature and amount of each accrual at the balance sheet date
and the effect that could result from using other reasonably
likely
assumptions than what you used to arrive at each accrual such as a
range of reasonably likely amounts or other type of sensitivity
analysis.
b) The factors that you consider in estimating each accrual such
as
historical return of products, levels of inventory in the
distribution channel, estimated remaining shelf life, price
changes
from competitors and introductions of generics and/or new
products.
c) To the extent that information you consider in estimating each
accrual is quantifiable, discuss both quantitative and qualitative
information and discuss to what extent information is from
external
sources (e.g., end-customer prescription demand, third-party
market
research data comparing wholesaler inventory levels to end-
customer
demand). For example, in discussing your estimate of product that
may
be returned, consider disclosing and discussing, preferably by
product and in tabular format, the total amount of product (in
sales
dollars) that could be potentially be returned as of the balance
sheet date and disaggregated by expiration period.
d) If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customer`s ordinary course of
business inventory level.  Discuss your revenue recognition policy
for such shipments.
e) Your product return policy as it relates to your sales to
wholesale distributors, hospitals, clinics, and retail pharmacies.
f) A roll forward of the liability for each estimate for each
period
presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.
g) A discussion of the period to period comparisons of the amount
of
and reason for fluctuations for each type of reduction of gross
revenue (i.e. product returns, chargebacks, customer rebates and
other discounts and allowances) including the effect that changes
in
your estimates of these items had on your revenues and operations.
   	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provide the requested
information.  Detailed letters greatly facilitate our review.
Please
file your letter on EDGAR under the form type label CORRESP.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 your letter, 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.

	If you have any questions, please contact Kevin Woody, Branch
Chief, at (202) 551-3629.  In this regard, do not hesitate to
contact
me, at (202) 551-3679.

Sincerely,



Jim B. Rosenberg
Senior Assistant Chief Accountant
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Mr. Gerald R. Mitchell
K-V Pharmaceutical Company
January 9, 2006
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