<PAGE> 1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1996
                                                       Registration No. 33-
===============================================================================


                            SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549
                                  --------------------
                                       FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                            THE SECURITIES ACT OF 1933

                                  --------------------

                                 K-V PHARMACEUTICAL COMPANY
                   (Exact name of Registrant as specified in its charter)
                 DELAWARE                                   43-0618919
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

          2503 SOUTH HANLEY ROAD
            ST. LOUIS, MISSOURI                                 63144
     (Address of Principal Executive Offices)                 (Zip Code)

                             SPECIAL STOCK OPTION AGREEMENTS
                                 (Full title of the Plan)

                                     ALAN G. JOHNSON
                                        SECRETARY
                                 K-V PHARMACEUTICAL COMPANY
                                    2503 SOUTH HANLEY ROAD
                                     ST. LOUIS, MISSOURI
                          (Name and address of agent for service)

                                      (314) 645-6600
                             (Telephone number, including area
                                code, of agent for service)

                           Copies of all correspondence to:
                                DOUGLAS J. BATES, ESQ.
                            GALLOP, JOHNSON & NEUMAN, L.C.
                          101 SOUTH HANLEY ROAD, SUITE 1600
                               ST. LOUIS, MISSOURI  63105
                                   (314) 862-1200

<TABLE>
==================================================================================
                        CALCULATION OF REGISTRATION FEE

<CAPTION>
                                    Proposed       Proposed
Title of                            maximum        maximum
securities           Amount         offering       aggregate
to be                to be          price          offering       Amount of
registered           registered<F1> per share<F2>  price          registration fee
----------------------------------------------------------------------------------
<S>                  <C>              <C>          <C>            <C>
Class A              141,400          $4.00        $565,600       $195.03
Common Stock
par value
$.01 per share

Class B              141,400          $4.00        $565,600       $195.03
Common Stock
par value
$.01 per share
==================================================================================
<FN>
<F1>       Represents the number of shares of common stock issuable
           pursuant to the Special Stock Option Agreements.
<F2>       Calculated upon the basis of the price at which the option
           may be exercised in accordance with Rule 457(h).
</TABLE>


<PAGE> 2
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

   The Registrant hereby incorporates by reference the following
documents previously filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the Securities Act of 1933, as
amended (the "Securities Act"):

   (a) The Registrant's Annual Report on Form 10-K for the year
ended March 31, 1995;

   (b) The Registrant's definitive proxy statement on Schedule 14A
for the 1995 Annual Meeting of Shareholders;

   (c) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1995 and September 30, 1995; and

   (d) The description of the Registrant's Class A and Class B
common stock, which is contained in a registration statement on
Form S-1 (No. 33-39423) filed by the Registrant under the
Securities Act.

   All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all
such securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference herein
and filed prior to the filing hereof shall be deemed to be modified
or superseded for purposes of this registration statement to the
extent that a statement contained herein modifies or supersedes
such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement
to the extent that a statement contained in any other subsequently
filed document which also is incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

   Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

   The validity of the securities offered hereby is being passed
upon by Gallop, Johnson & Neuman, L.C.  Members of such firm are
the beneficial owners of 144,500 shares of the Registrant's Class
A common stock and 144,500 shares of the Registrant's Class B
common stock.  Mr. Alan G. Johnson, a member of the firm, serves as
a director and secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 145 of the General Corporation Law of the State of
Delaware permits indemnification by a corporation of certain
officers, directors, employees and agents.  Consistent therewith,
Article IX of the Registrant's Bylaws requires that the Registrant
indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145.  In addition, Article IX
states that the Registrant shall indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding

                                    II-1
<PAGE> 3
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is an officer, director, employee or agent of the
Registrant, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorney's fees), judgements, fines, and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner that the person believed
was not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe the conduct was unlawful.  If a person is a party
to or threatened to made a party to any threatened, pending action
or suit by or in the right of the Registrant to procure a judgment
in the Registrant's favor by reason of the fact that the person is
a director, officer, employee or agent of the Registrant, the
person is entitled to indemnification on the same terms set forth
above except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.  Expenses incurred by
an officer or director in defending a civil or criminal action,
suit or proceeding may be paid by the Registrant in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer, director,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Registrant as authorized.  Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.

   The Registrant has procured and intends to maintain a policy of
insurance under which the directors and officers of the Registrant
will be insured, subject to the limits of the policy, against
certain losses arising from claims made against such directors and
officers by reason of any acts or omissions covered under such
policy in their respective capacities as directors or officers,
including liabilities under the Securities Act attributable to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

   Not Applicable.

ITEM 8.  EXHIBITS

   The following exhibits are filed as part of this registration
statement or incorporated by reference herein.

<TABLE>
<CAPTION>
Exhibit
Number              Description
-------             -----------
<C>      <S>
5.1      Opinion of Gallop, Johnson & Neuman, L.C.

10.1     Form of Special Stock Option Agreements

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Gallop, Johnson & Neuman, L.C. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page of the
         registration statement).
</TABLE>

                                    II-2
<PAGE> 4
ITEM 9.  UNDERTAKINGS

    (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

                   (i)  To include any prospectus required by
              Section 10(a)(3) of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or
              events arising after the effective date of this
              registration statement (or the most recent
              post-effective amendment hereof) which, individually
              or in the aggregate, represent a fundamental change
              in the information set forth in this registration
              statement;

                 (iii)  To include any material information with
              respect to the plan of distribution not previously
              disclosed in this registration statement or any
              material change to such information in this
              registration statement;

provided, however, that the information required to be included in
a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii)
may be contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act and
incorporated by reference herein.

         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

    (c)-(g)  Not Applicable.

    (h)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

    (i)  Not Applicable.

    (j)  Not Applicable.


                                    II-3
<PAGE> 5
                           SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities
    --------------
Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on
January 16, 1996.

                                             K-V Pharmaceutical Company


Date: January 16, 1996                       By: /s/ Gerald R. Mitchell
                                                -----------------------
                                                  Gerald R. Mitchell
                                                  Vice President

                        POWER OF ATTORNEY

   We, the undersigned officers and directors of K-V Pharmaceutical
Company hereby severally and individually constitute and appoint
Alan G. Johnson and Gerald R. Mitchell, and each of them, the true
and lawful attorneys and agents of each of us to execute in the
name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this registration
statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the
power to act with or without the other and to have full power and
authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such
amendments and instruments.

   Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name                              Title                          Date
----                              -----                          ----

<C>                          <S>                                 <C>
/s/ Marc S. Hermelin         Director and Vice-Chairman          January 16, 1996
--------------------         of the Board (Principal
Marc S. Hermelin             Executive Officer)

/s/ Gerald R. Mitchell       Vice President,Finance              January 16, 1996
----------------------       (Principal Financial and
Gerald R. Mitchell           Accounting Officer)

/s/ Victor M. Hermelin       Director and Chairman of            January 16, 1996
----------------------       the Board
Victor M. Hermelin

/s/ Alan G. Johnson          Director and Secretary              January 16, 1996
-------------------
Alan G. Johnson

/s/ Garnet E. Peck, Ph.D.    Director                            January 16, 1996
-------------------------
Garnet E. Peck, Ph.D.

</TABLE>

                                    II-4
<PAGE> 6
                                              FORM S-8

                                     K-V PHARMACEUTICAL COMPANY


<TABLE>
                                            EXHIBIT INDEX
                                            -------------

<CAPTION>
Exhibit
Number                          Description                                        Page
-------                         -----------                                        ----

<C>      <S>                                                                       <C>
5.1      Opinion of Gallop, Johnson & Neuman, L.C.


10.1      Form of Special Stock Option Agreement.


23.1      Consent of Coopers & Lybrand L.L.P., Independent Accountants.


23.2      Consent of Gallop, Johnson & Neuman, L.C.
         (included in Exhibit 5.1).


24.1      Power of Attorney
         (included on signature page of the registration statement).

</TABLE>

                                    II-5
[{"type": "S-8", "sequence": "1", "description": "K-V PHARMACEUTICAL COMPANY FORM S-8", "secsgml_size_bytes": 17969}]
{"company-data": {"conformed-name": "KV PHARMACEUTICAL CO /DE/", "cik": "0000057055", "assigned-sic": "2834", "irs-number": "430618919", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00199", "film-number": "96503642"}, "business-address": {"street1": "2503 SOUTH HANLEY RD", "city": "ST LOUIS", "state": "MO", "zip": "63144", "phone": "3146456600"}, "mail-address": {"street1": "2503 S HANLEY RD", "city": "ST LOUIS", "state": "MO", "zip": "63144"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1996
                                                       Registration No. 33-
===============================================================================

                            SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549
                                  --------------------
                                       FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                            THE SECURITIES ACT OF 1933

                                  --------------------

                                 K-V PHARMACEUTICAL COMPANY
                   (Exact name of Registrant as specified in its charter)
                 DELAWARE                                   43-0618919
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

          2503 SOUTH HANLEY ROAD
            ST. LOUIS, MISSOURI                                 63144
     (Address of Principal Executive Offices)                 (Zip Code)

                             SPECIAL STOCK OPTION AGREEMENTS
                                 (Full title of the Plan)

                                     ALAN G. JOHNSON
                                        SECRETARY
                                 K-V PHARMACEUTICAL COMPANY
                                    2503 SOUTH HANLEY ROAD
                                     ST. LOUIS, MISSOURI
                          (Name and address of agent for service)

                                      (314) 645-6600
                             (Telephone number, including area
                                code, of agent for service)

                           Copies of all correspondence to:
                                DOUGLAS J. BATES, ESQ.
                            GALLOP, JOHNSON & NEUMAN, L.C.
                          101 SOUTH HANLEY ROAD, SUITE 1600
                               ST. LOUIS, MISSOURI  63105
                                   (314) 862-1200

==================================================================================
                        CALCULATION OF REGISTRATION FEE
Proposed       Proposed
Title of                            maximum        maximum
securities           Amount         offering       aggregate
to be                to be          price          offering       Amount of
registered           registered
per share
price          registration fee
----------------------------------------------------------------------------------
Class A              141,400          $4.00        $565,600       $195.03
Common Stock
par value
$.01 per share

Class B              141,400          $4.00        $565,600       $195.03
Common Stock
par value
$.01 per share
==================================================================================
Represents the number of shares of common stock issuable
           pursuant to the Special Stock Option Agreements.
Calculated upon the basis of the price at which the option
           may be exercised in accordance with Rule 457(h).
2
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

   The Registrant hereby incorporates by reference the following
documents previously filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the Securities Act of 1933, as
amended (the "Securities Act"):

   (a) The Registrant's Annual Report on Form 10-K for the year
ended March 31, 1995;

   (b) The Registrant's definitive proxy statement on Schedule 14A
for the 1995 Annual Meeting of Shareholders;

   (c) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1995 and September 30, 1995; and

   (d) The description of the Registrant's Class A and Class B
common stock, which is contained in a registration statement on
Form S-1 (No. 33-39423) filed by the Registrant under the
Securities Act.

   All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all
such securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference herein
and filed prior to the filing hereof shall be deemed to be modified
or superseded for purposes of this registration statement to the
extent that a statement contained herein modifies or supersedes
such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement
to the extent that a statement contained in any other subsequently
filed document which also is incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

   Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

   The validity of the securities offered hereby is being passed
upon by Gallop, Johnson & Neuman, L.C.  Members of such firm are
the beneficial owners of 144,500 shares of the Registrant's Class
A common stock and 144,500 shares of the Registrant's Class B
common stock.  Mr. Alan G. Johnson, a member of the firm, serves as
a director and secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 145 of the General Corporation Law of the State of
Delaware permits indemnification by a corporation of certain
officers, directors, employees and agents.  Consistent therewith,
Article IX of the Registrant's Bylaws requires that the Registrant
indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145.  In addition, Article IX
states that the Registrant shall indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding

                                    II-1
3
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is an officer, director, employee or agent of the
Registrant, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorney's fees), judgements, fines, and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner that the person believed
was not opposed to the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe the conduct was unlawful.  If a person is a party
to or threatened to made a party to any threatened, pending action
or suit by or in the right of the Registrant to procure a judgment
in the Registrant's favor by reason of the fact that the person is
a director, officer, employee or agent of the Registrant, the
person is entitled to indemnification on the same terms set forth
above except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.  Expenses incurred by
an officer or director in defending a civil or criminal action,
suit or proceeding may be paid by the Registrant in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer, director,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Registrant as authorized.  Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.

   The Registrant has procured and intends to maintain a policy of
insurance under which the directors and officers of the Registrant
will be insured, subject to the limits of the policy, against
certain losses arising from claims made against such directors and
officers by reason of any acts or omissions covered under such
policy in their respective capacities as directors or officers,
including liabilities under the Securities Act attributable to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

   Not Applicable.

ITEM 8.  EXHIBITS

   The following exhibits are filed as part of this registration
statement or incorporated by reference herein.
Exhibit
Number              Description
-------             -----------
5.1      Opinion of Gallop, Johnson & Neuman, L.C.

10.1     Form of Special Stock Option Agreements

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Gallop, Johnson & Neuman, L.C. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page of the
         registration statement).
II-2
4
ITEM 9.  UNDERTAKINGS

    (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

                   (i)  To include any prospectus required by
              Section 10(a)(3) of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or
              events arising after the effective date of this
              registration statement (or the most recent
              post-effective amendment hereof) which, individually
              or in the aggregate, represent a fundamental change
              in the information set forth in this registration
              statement;

                 (iii)  To include any material information with
              respect to the plan of distribution not previously
              disclosed in this registration statement or any
              material change to such information in this
              registration statement;

provided, however, that the information required to be included in
a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii)
may be contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act and
incorporated by reference herein.

         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

    (c)-(g)  Not Applicable.

    (h)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

    (i)  Not Applicable.

    (j)  Not Applicable.

                                    II-3
5
                           SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities
    --------------
Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on
January 16, 1996.

                                             K-V Pharmaceutical Company

Date: January 16, 1996                       By: /s/ Gerald R. Mitchell
                                                -----------------------
                                                  Gerald R. Mitchell
                                                  Vice President

                        POWER OF ATTORNEY

   We, the undersigned officers and directors of K-V Pharmaceutical
Company hereby severally and individually constitute and appoint
Alan G. Johnson and Gerald R. Mitchell, and each of them, the true
and lawful attorneys and agents of each of us to execute in the
name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this registration
statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the
power to act with or without the other and to have full power and
authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such
amendments and instruments.

   Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Name                              Title                          Date
----                              -----                          ----
/s/ Marc S. Hermelin         Director and Vice-Chairman          January 16, 1996
--------------------         of the Board (Principal
Marc S. Hermelin             Executive Officer)

/s/ Gerald R. Mitchell       Vice President,Finance              January 16, 1996
----------------------       (Principal Financial and
Gerald R. Mitchell           Accounting Officer)

/s/ Victor M. Hermelin       Director and Chairman of            January 16, 1996
----------------------       the Board
Victor M. Hermelin

/s/ Alan G. Johnson          Director and Secretary              January 16, 1996
-------------------
Alan G. Johnson

/s/ Garnet E. Peck, Ph.D.    Director                            January 16, 1996
-------------------------
Garnet E. Peck, Ph.D.
II-4
6
                                              FORM S-8

                                     K-V PHARMACEUTICAL COMPANY

                                            EXHIBIT INDEX
                                            -------------
Exhibit
Number                          Description                                        Page
-------                         -----------                                        ----
5.1      Opinion of Gallop, Johnson & Neuman, L.C.

10.1      Form of Special Stock Option Agreement.

23.1      Consent of Coopers & Lybrand L.L.P., Independent Accountants.

23.2      Consent of Gallop, Johnson & Neuman, L.C.
         (included in Exhibit 5.1).

24.1      Power of Attorney
         (included on signature page of the registration statement).
II-5