UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 12, 2005

                            LEV PHARMACEUTICALS, INC.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

          Delaware                  000-32947                 88-0211496
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission             (IRS Employer of
       incorporation)              File Number)           Identification No.)

           122 East 42nd Street, Suite 2606, New York, New York 10022
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (212) 682-3096

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

      The information required to be disclosed in this Item 1.01 is incorporated
herein by reference from Item 3.02.

Item 3.02 Unregistered Sales of Equity Securities.

      On May 12, 2005, Lev Pharmaceuticals, Inc. (the "Company") consummated the
second closing of a private placement offering (the "Offering") pursuant to
which the Company is raising capital in an aggregate gross amount of up to
$7,500,000. At the second closing of the Offering the Company issued 1,038,000
shares of common stock and 519,000 warrants to certain investors (the
"Investors"). The securities were sold as a unit (the "Units") at a price of
$50,000 per Unit for aggregate gross proceeds of approximately $1.04 million.
Each Unit consisted of 50,000 shares of common stock and a warrant to purchase
25,000 shares of common stock. The warrants are immediately exercisable at $1.35
per share and are exercisable at any time within five years from the date of
issuance. The Company paid a fee of $93,420 and has agreed to issue an aggregate
140,130 warrants (the "Agent Warrants") to purchase common stock to Laidlaw &
Company (UK) Ltd., who acted as the placement agent. The Agent Warrants are
immediately exercisable at $1.35 per share and will expire five years after
issuance.

      In connection with the offer and sale of securities to the Investors and
the placement agent, the Company relied on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 promulgated thereunder. The Company believes
that the Investors and the placement agent are "accredited investors", as such
term is defined in Rule 501(a) promulgated under the Securities Act.

      The Investors and the placement agent also became parties to Registration
Rights Agreements, dated as of May 3, 2005 (the "Registration Rights
Agreements"), pursuant to which the Company has agreed to file, within 60 days
after a final closing of the private placement, a registration statement
covering the resale of the shares of common stock sold to the Investors and the
placement agent and the shares of common stock issuable upon exercise of the
Warrants issued to the Investors and the placement agent.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits.

            4.1   Form of Investor Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units (incorporated
                  by reference to Exhibit 4.1 to Form 8-K filed on May 9, 2005).

            4.2   Form of Agent Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units (incorporated
                  by reference to Exhibit 4.2 to Form 8-K filed on May 9, 2005).

            10.1  Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and the purchasers set forth on
                  the signature page thereto (incorporated by reference to
                  Exhibit 10.1 to Form 8-K filed on May 9, 2005).

            10.2  Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and Laidlaw & Company (UK) Ltd.
                  (incorporated by reference to Exhibit 10.2 to Form 8-K filed
                  on May 9, 2005).


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            LEV PHARMACEUTICALS, INC.

Date: May 18, 2005          /s/ Joshua D. Schein
                            -----------------------------
                            Joshua D. Schein, Ph.D.
                            Chief Executive Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 12, 2005

                            LEV PHARMACEUTICALS, INC.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

          Delaware                  000-32947                 88-0211496
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission             (IRS Employer of
       incorporation)              File Number)           Identification No.)

           122 East 42nd Street, Suite 2606, New York, New York 10022
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 682-3096

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.

      The information required to be disclosed in this Item 1.01 is incorporated
herein by reference from Item 3.02.

Item 3.02 Unregistered Sales of Equity Securities.

      On May 12, 2005, Lev Pharmaceuticals, Inc. (the "Company") consummated the
second closing of a private placement offering (the "Offering") pursuant to
which the Company is raising capital in an aggregate gross amount of up to
$7,500,000. At the second closing of the Offering the Company issued 1,038,000
shares of common stock and 519,000 warrants to certain investors (the
"Investors"). The securities were sold as a unit (the "Units") at a price of
$50,000 per Unit for aggregate gross proceeds of approximately $1.04 million.
Each Unit consisted of 50,000 shares of common stock and a warrant to purchase
25,000 shares of common stock. The warrants are immediately exercisable at $1.35
per share and are exercisable at any time within five years from the date of
issuance. The Company paid a fee of $93,420 and has agreed to issue an aggregate
140,130 warrants (the "Agent Warrants") to purchase common stock to Laidlaw &
Company (UK) Ltd., who acted as the placement agent. The Agent Warrants are
immediately exercisable at $1.35 per share and will expire five years after
issuance.

      In connection with the offer and sale of securities to the Investors and
the placement agent, the Company relied on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 promulgated thereunder. The Company believes
that the Investors and the placement agent are "accredited investors", as such
term is defined in Rule 501(a) promulgated under the Securities Act.

      The Investors and the placement agent also became parties to Registration
Rights Agreements, dated as of May 3, 2005 (the "Registration Rights
Agreements"), pursuant to which the Company has agreed to file, within 60 days
after a final closing of the private placement, a registration statement
covering the resale of the shares of common stock sold to the Investors and the
placement agent and the shares of common stock issuable upon exercise of the
Warrants issued to the Investors and the placement agent.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits.

            4.1   Form of Investor Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units (incorporated
                  by reference to Exhibit 4.1 to Form 8-K filed on May 9, 2005).

            4.2   Form of Agent Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units (incorporated
                  by reference to Exhibit 4.2 to Form 8-K filed on May 9, 2005).

            10.1  Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and the purchasers set forth on
                  the signature page thereto (incorporated by reference to
                  Exhibit 10.1 to Form 8-K filed on May 9, 2005).

            10.2  Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and Laidlaw & Company (UK) Ltd.
                  (incorporated by reference to Exhibit 10.2 to Form 8-K filed
                  on May 9, 2005).
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            LEV PHARMACEUTICALS, INC.

Date: May 18, 2005          /s/ Joshua D. Schein
                            -----------------------------
                            Joshua D. Schein, Ph.D.
                            Chief Executive Officer