UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~the Securities Exchange Act of ~~Report: April 20, 2005~~ 1934

Date of Report: February 24, 2005

LEE PHARMACEUTICALS

(Exact name of registrant as specified in its charter)

California	1-7335	95-2680312
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1444 Santa Anita Avenue, South El Monte, California 91733

(Address of principal executive offices)

(626) 442-3141

(Registrant’s telephone number, including area code)

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:

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

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

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

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

ITEM 2.~~01.~~03 ~~COMPLETION~~CREATION OF ~~ACQUISITION~~A DIRECT FINANCIAL OBLIGATION OR ~~DISPOSITION~~AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF ~~ASSETS~~A REGISTRANT.

On February ~~October 12~~24, ~~2004~~ 2005, Lee Pharmaceuticals ~~completed~~modified ~~the~~promissory ~~sale~~notes ofwith ~~its Nose Better® line of products to The Woolfoam~~related ~~Corporation~~parties ~~for~~whereby ~~$750,000. The~~the ~~entire sales~~maturity ~~price~~date of ~~$750,000 was received in cash at~~ the ~~time~~notes ofwas ~~closing. In~~extended ~~addition,~~from weJanuary ~~sold approximately $16~~1,~~000 of~~ ~~inventory~~2005 tountil ~~The~~January ~~Woolfoam~~1, ~~Corporation that was related to the Nose Better® line of products~~2010.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Item		Description
10.1		Asset Purchase and Sale Agreement, dated October 12, 2004, by and between Lee Pharmaceuticals and The Woolfoam Corporation (included as Exhibit 10.2 to the Form 10-QSB for the quarter ended December 31, 2004 of Lee Pharmaceuticals and incorporated herein by reference).
10.1 thru 10.6		Promissory notes which were modified in February 2005, evidencing advances made to the Registrant (included as Exhibits 10.1 thru 10.6 to the Form 10-QSB for the quarter ended March 31, 2005 of Lee Pharmaceuticals and incorporated herein by reference).

2SIGNATURE

~~SIGNATURE~~ 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 thereunto duly authorized.

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 thereunto duly authorized.

		LEE PHARMACEUTICALS





Date:	May 20, 2005	By:	RONALD G. LEE
			RONALD G. LEE
			PRESIDENT

		LEE PHARMACEUTICALS
Date:	April 20, 2005	By:	RONALD G. LEE
			RONALD G. LEE
			PRESIDENT

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