8-K

                                  UNITED STATES
                       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

                          Commission File Number 1-9601

         Date of Report (date of earliest event reported): June 28, 2002


                           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 Identification No.)
   incorporation or organization)

        2503 SOUTH HANLEY ROAD
         ST. LOUIS, MISSOURI                               63144
(Address of principal executive offices)                 (Zip Code)


                                 (314) 645-6600
              (Registrant's telephone number, including area code)









ITEM 5.           OTHER EVENTS.

         This Current Report on Form 8-K relates to the Company's registration
statement on Form S-3 (File No. 333-90094), filed with the Commission on June 7,
2002, as amended by Amendment No. 1 (File No. 333-90094-1) filed with the
Commission on June 17, 2002 (the "Registration Statement"). The purpose of this
Current Report on Form 8-K is to:

         (a)      file the Opinion of Thompson Coburn LLP, which is being filed
                  as Exhibit 5 to the Registration Statement; and

         (b)      file an amendment to the Bylaws of the Company, effective June
                  27, 2002.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits.  See Exhibit Index.


                                      * * *






                                   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.

Dated:  June 28, 2002

                           K-V PHARMACEUTICAL COMPANY



                                   By: /s/ Alan G. Johnson
                                       ----------------------------
                                       Alan G. Johnson
                                       Secretary and Senior Vice President-
                                       Strategic Planning and Corporate Growth



EXHIBIT INDEX

Exhibit No.       Description
- -----------       -----------

99.1              Opinion of Thompson Coburn LLP.

99.2              Amendment to Bylaws of the Company, effective June 27, 2002.

EX-99.1

                                                                    EXHIBIT 99.1

June 28, 2002



K-V Pharmaceutical Company
2503 South Hanley Road
St. Louis, Missouri  63144


Re:      Registration Statement on Form S-3 (File No. 333-90094)


Ladies and Gentlemen:

         We have acted as counsel for K-V Pharmaceutical Company, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of 4,600,000 shares
("Shares") of the Class A common stock of the Company, $0.01 par value per
share, of which 3,285,000 Shares are being issued by the Company, 715,000 Shares
are being sold by certain stockholders of the Company (the "Selling
Stockholders"), and up to 600,000 Shares may be sold by the Company solely to
cover over-allotments in connection with the offering. The Shares are proposed
to be sold on the terms and conditions to be set forth in an underwriting
agreement by and among the Company, the Selling Stockholders and Credit Suisse
First Boston Corporation, Deutsche Bank Securities Inc., Bank of America
Securities LLC, CIBC World Markets, Stifel, Nicolaus & Company, Incorporated and
UBS Warburg, as representatives of the several underwriters named therein (the
"Underwriting Agreement"), a form of which was filed as Exhibit 1 to the
captioned registration statement. In connection with this opinion, we have
examined such corporate records, certificates and other documents as we have
considered necessary or appropriate for the purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
of the originals of all documents submitted to us as copies.

         Based only on the foregoing, the undersigned is of the opinion that,
when the registration statement on Form S-3 (File No. 333-90094) relating to the
Shares has become effective under the Act and the sale of the Shares has been
consummated pursuant to the Underwriting Agreement, the Shares will be duly
authorized, validly issued, fully paid and non-assessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the section of the
Registration Statement entitled "Legal Matters."

         Very truly yours,

         /s/ Thompson Coburn LLP

EX-99.2

                                                                    EXHIBIT 99.2

AMENDMENT TO BYLAWS ADOPTED BY THE BOARD OF DIRECTORS ON JUNE 27, 2002


     FURTHER RESOLVED, that Article III, Section 1 of the bylaws of the
Corporation be, and hereby is, amended to read in its entirety:

Section 1. The number of directors which shall constitute the whole board shall
be six (6). The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until such director's successor is elected and
qualified. Directors need not be stockholders.