LEE PHARMACEUTICALS
8-K, 1995-11-02
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                       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 of Report                        October 27, 1995
    (Date of earliest event reported)

                               LEE PHARMACEUTICALS
            (exact name of registrant as specified in its character)

                                   CALIFORNIA
                 (State or other jurisdiction of incorporation)

               1-7335                                 95-2680312
- -------------------------------------    ------------------------------------
       (Commission File Number)          (IRS Employer Identification Number)


1444 Santa Anita Avenue, South El Monte, California                    91733
(Address of principal executive offices)                             (Zip Code)


                                 (818) 442-3141
              (Registrant's telephone number, including area code)


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ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT


          (a)  George Brenner, Certified Public Accountant, was engaged as the
               Registrant's principal independent accountant for the year ended
               September 30, 1995, on October 27, 1995. Prior to the date,
               Jeffery, Corrigan & Shaw had been retained as the Registrant's
               principal independent accountants for the year ended September
               30, 1995. Jeffery, Corrigan & Shaw was unable to proceed with
               the audit engagement because of its failure to obtain the
               insurance it believed was necessary.

          (b)  In connection with its activities for the period September 27,
               1995, (the date Jeffery, Corrigan & Shaw was engaged), through
               October 27 1995, there have been no disagreements with Jeffery,
               Corrigan & Shaw on any matter of accounting principles or
               practices, financial statement disclosure, or auditing scope or
               procedure, which disagreements if not resolved to the
               satisfaction of Jeffery, Corrigan & Shaw would have caused them
               to make reference in connection with their report to the subject
               matter.

          (c)  A letter dated October 31, 1995, addressed to the Commission from
               Jeffery, Corrigan & Shaw stating whether or not they agree with
               the statements made by the Registrant herein is filed as Exhibit
               16 hereto.

          (d)  The decision to change independent accountants was approved by
               the Board of Directors of the Registrant.  The Registrant does
               have an audit committee.


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ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (c)  Exhibits.

               16.  Letter re change in certifying accountant.

                                   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.

                                        LEE PHARMACEUTICALS

Date: NOVEMBER 1, 1995                  By:  RONALD G. LEE
      ---------------------                  -----------------------------
                                             RONALD G. LEE
                                             PRESIDENT

Date: NOVEMBER 1, 1995                  By:  MICHAEL L. AGRESTI
      ---------------------                  -----------------------------
                                             MICHAEL L. AGRESTI
                                             VICE PRESIDENT - FINANCE


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                                                             JCS
                                                            Jeffery,
                                                           Corrigan &
                                                             Shaw
                                                   -------------------------
                                                  CERTIFIED PUBLIC ACCOUNTANTS
                                                  AND CONSULTANTS




                                October 31, 1995



EXHIBIT 16


Securities and Exchange Commission
Mail Stop 9-5
Washington, D.C. 20549

Dear Sirs/Madams:

We have read and agree with the comments in Items 4(b), 4(c) and sentences two
and three of Item 4(a) of Form 8-K, event date October 27, 1995, of Lee
Pharmaceuticals.  We have no basis to comment on Item 4(d) and sentence one of
Item 4(a).

                                   Yours truly,



                                   Jeffery, Corrigan & Shaw



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