FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SMITH KEVIN   2. Issuer Name and Ticker or Trading Symbol LANNETT CO INC [LCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 9000 STATE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 10/28/2002 (Street) PHILADELPHIA, PA 19136 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/18/2007   A   9,300 (1) A $ 0 13,560 (2) D   Common Stock 09/18/2007   A   5,958 (3) A $ 0 19,518 D   Common Stock 01/01/2008   F   2,361 (4) D $ 0 17,157 D   Common Stock 09/18/2009   F   1,037 (5) D $ 0 16,120 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Buy	$ 7.97	10/28/2002		A		38,760		(6)	10/28/2012	Common Stock	38,760	$ 0	38,760	D
Option to Buy	$ 17.36	10/24/2003		A		13,000		(7)	10/24/2013	Common Stock	13,000	$ 0	13,000	D
Option to Buy	$ 16.04	05/11/2004		A		20,000		(8)	05/11/2014	Common Stock	20,000	$ 0	20,000	D
Option to Buy	$ 5.18	10/25/2005		A		12,000		(9)	10/25/2015	Common Stock	12,000	$ 0	12,000	D
Option to Buy	$ 6.89	11/28/2006		A		15,000		(10)	11/28/2016	Common Stock	15,000	$ 0	15,000	D
Option to Buy	$ 4.03	09/18/2007		A		50,000		(11)	09/18/2017	Common Stock	50,000	$ 0	50,000	D
Option to Buy	$ 2.8	09/18/2008		A		16,000		(12)	09/18/2018	Common Stock	16,000	$ 0	16,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH KEVIN 9000 STATE ROAD PHILADELPHIA, PA 19136			Vice President

Signatures

Keith R. Ruck		12/01/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents restricted stock award vesting 1/3 each on 9/18/2008, 9/18/2009 and 9/18/2010.
(2)	Includes 76 shares acquired under the Company's Stock Purchase Plan on March 31, 2005; 260 shares acquired in May 2006, which acquisition was previously reported on a Form 4 filed on May 26, 2006; and 4,000 shares acquired in November 2008 which were previously reported on two Form 4s filed in November 2008.
(3)	Represents restricted stock award which fully vested on 1/1/2008.
(4)	Mr. Smith elected to withhold 2,361 shares in satisfaction of income tax withholding requirements in connection with the vesting on such date of the restricted stock award described in footnote (3) above.
(5)	Mr. Smith elected to withhold 1,037 shares in satisfaction of income tax withholding requirements in connection with the vesting on such date of the restricted stock award described in footnote (1) above.
(6)	Exercisable in 1/3 annual increments on 10/28/2003, 10/28/2004, and 10/28/2005.
(7)	Exercisable in 1/3 annual increments on 10/24/2004, 10/24/2005, and 10/24/2006.
(8)	Exercisable in 1/3 annual increments on 5/11/2005, 5/11/2006, and 5/11/2007.
(9)	Exercisable in 1/3 annual increments on 10/25/2006, 10/25/2007, and 10/25/2008.
(10)	Exercisable in 1/3 annual increments on 11/28/2007, 11/28/2008, and 11/28/2009.
(11)	Exercisable in 1/3 annual increments on 9/18/2008, 9/18/2009, and 9/18/2010.
(12)	Exercisable in 1/3 annual increments on 9/18/2009, 9/18/2010, and 9/18/2011.

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