EXHIBIT 3.1
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                          K-V PHARMACEUTICAL COMPANY

                             AMENDMENT OF BY-LAWS

ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 26, 2008

                  WHEREAS, the By-laws of K-V Pharmaceutical Company (the
         "Company"), as currently in effect, provide for a Board of Directors
         consisting of nine persons; and

                  WHEREAS, the Board of Directors deems it advisable and in
         the best interest of the Company to amend the By-laws to provide that
         the number of directors that constitute the Board of Directors shall
         be no fewer than three nor more than 12 directors as determined by
         the Board of Directors from time to time.

                  NOW THEREFORE, BE IT RESOLVED, that Article III, Section 1
         of the By-laws of the Company be, and it hereby is, amended to read
         in its entirety:

                  Section 1. The number of directors which shall constitute
                  the whole board of directors shall be determined by
                  resolution of the board of directors from time to time,
                  provided such number of directors shall not be less than
                  three (3) nor more than twelve (12). 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.